Obligation Morgan Stanleigh 1.53% ( US61760QCN25 ) en USD

Morgan Stanleigh

100 % ⇌

Etas-Unis

US61760QCN25 ( en USD )

1.53% par an ( paiement semestriel )

15/05/2023 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley US61760QCN25 en USD 1.53%, échue

1 000 USD

6 000 000 USD

61760QCN2

A- ( Qualité moyenne supérieure )

A1 ( Qualité moyenne supérieure )

Morgan Stanley est une firme mondiale de services financiers offrant des services de banque d'investissement, de gestion de patrimoine et de courtage à une clientèle institutionnelle et privée.

L'Obligation émise par Morgan Stanleigh ( Etas-Unis ) , en USD, avec le code ISIN US61760QCN25, paye un coupon de 1.53% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/05/2023

L'Obligation émise par Morgan Stanleigh ( Etas-Unis ) , en USD, avec le code ISIN US61760QCN25, a été notée A1 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Morgan Stanleigh ( Etas-Unis ) , en USD, avec le code ISIN US61760QCN25, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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424B2 1 dp38292_424b2-ps756a1.htm FORM 424(B)(2)

CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Amount of Registration

Title of Each Class of Securities Offered
Offering Price
Fee
Senior Floating Rate Notes due 2023

$6,000,000

$818.40

(1) The maximum aggregate offering price relates to an additional $1,000,000 of securities offered and sold pursuant to this Amendment No. 1 to Pricing Supplement No.
756 to Registration Statement No. 333-178081.

April 2013
Amendment No. 1 dated May 14, 2013 relating to
Pricing Supplement No. 756
Registration Statement No. 333-178081
Dated April 23, 2013
Filed pursuant to Rule 433
INTEREST RATE STRUCTURED INVESTMENTS
Senior Floating Rate Notes due 2023
Based on 3-Month USD LIBOR
As further described below, interest wil accrue and be payable on the notes quarterly, in arrears, at a variable rate equal to 3-Month USD LIBOR plus
1.25%, subject to the minimum interest rate of 1.50% per annum and the maximum interest rate of 7.00% per annum. Al payments on the notes, including
the repayment of principal, are subject to the credit risk of Morgan Stanley.
FINAL TERMS
Issuer:
Morgan Stanley
Aggregate principal amount:
$7,000,000.
Issue price:
At variable prices
Stated principal amount:
$1,000 per note
Pricing date:
April 23, 2013
Original issue date:
May 15, 2013 (16 business days after the pricing date)
Maturity date:
May 15, 2023
Interest accrual date:
May 15, 2013
Payment at maturity:
The payment at maturity per note wil be the stated principal amount plus accrued and unpaid interest, if any
Reference rate:
3-Month USD-LIBOR-BBA. Please see "Additional Provisions--Reference Rate" below.
Interest rate:
For each interest payment period:
Reference rate plus 1.25%; subject to the minimum interest rate and the maximum interest rate.

For the purpose of determining the level of the reference rate applicable to an interest payment period, the level
of the reference rate wil be determined two (2) London banking days prior to the related interest reset date at
the start of such interest payment period (each an "interest determination date").

Interest for any interest payment period is subject to the minimum interest rate of 1.50% per annum and the
maximum interest rate of 7.00% per annum.
Interest payment period:
Quarterly
Interest payment period end dates:
Unadjusted
Interest payment dates:
Each February 15, May 15, August 15 and November 15, beginning August 15, 2013; provided that if any such
day is not a business day, that interest payment wil be made on the next succeeding business day and no
adjustment wil be made to any interest payment made on that succeeding business day.
Interest reset dates:
Each February 15, May 15, August 15 and November 15, beginning May 15, 2013; provided that such interest
reset dates shal not be adjusted for non-business days.
Day-count convention:
30/360
Minimum interest rate:
1.50% per annum
Maximum interest rate:
7.00% per annum
Redemption:
Not applicable
Specified currency:
U.S. dol ars
CUSIP / ISIN:
61760QCN2 / US61760QCN25
Book-entry or certificated note:
Book-entry
Business day:
New York
Agent:
Morgan Stanley & Co. LLC ("MS & Co."), a whol y owned subsidiary of Morgan Stanley. See "Supplemental
Information Concerning Plan of Distribution; Conflicts of Interest."
Calculation agent:
Morgan Stanley Capital Services LLC
Trustee:
The Bank of New York Mel on
Commissions and issue price:
Price to public(1)(2)
Agent's commissions(2)
Proceeds to issuer
Per note
At variable prices
$12.50
$987.50
Total
At variable prices
$87,500
$6,912,500
(1)
The notes will be offered from time to time in one or more negotiated transactions at varying prices to be determined at the time of each sale, which may be at market prices prevailing, at
prices related to such prevailing prices or at negotiated prices; provided, however, that such price will not be less than $990 per note and will not be more than $1,000 per note. See "Risk
Factors--The price you pay for the notes may be higher than the prices paid by other investors."
(2)
Morgan Stanley or one of our affiliates will pay varying discounts and commissions to dealers, including Morgan Stanley Smith Barney LLC (an affiliate of the agent) and their financial
advisors, of up to $12.50 per note depending on market conditions. See "Supplemental Information Concerning Plan of Distribution; Conflicts of Interest." For additional information, see
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"Plan of Distribution (Conflicts of Interest)" in the accompanying prospectus supplement.

The notes involve risks not associated with an investment in ordinary debt securities. See "Risk Factors" beginning on page 3.

The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if
this pricing supplement or the accompanying prospectus supplement and prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.

You should read this document together with the related prospectus supplement and prospectus,
each of which can be accessed via the hyperlinks below.

Prospectus Supplement dated November 21, 2011
Prospectus dated November 21, 2011

The notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, nor are
they obligations of, or guaranteed by, a bank.

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Senior Floating Rate Notes due 2023
Based on 3-Month USD LIBOR

The Notes

The notes are debt securities of Morgan Stanley. Interest on the notes wil accrue and be payable on the notes quarterly, in arrears, at a variable rate
equal to 3-Month USD LIBOR plus 1.25%, subject to the minimum interest rate of 1.50% per annum and the maximum interest rate of 7.00% per
annum. We describe the basic features of these notes in the sections of the accompanying prospectus cal ed "Description of Debt Securities--Floating
Rate Debt Securities" and prospectus supplement cal ed "Description of Notes," subject to and as modified by the provisions described below. Al
payments on the notes are subject to the credit risk of Morgan Stanley.

The stated principal amount of each note is $1,000 and the issue price is variable. The issue price of the notes includes the agent's commissions paid with
respect to the notes as wel as the cost of hedging our obligations under the notes. The cost of hedging includes the projected profit that our subsidiaries
may realize in consideration for assuming the risks inherent in managing the hedging transactions. The secondary market price, if any, at which MS & Co.
is wil ing to purchase the notes, is expected to be affected adversely by the inclusion of these commissions and hedging costs in the issue price. In
addition, the secondary market price may be lower due to the costs of unwinding the related hedging transactions at the time of the secondary market
transaction. See "Risk Factors--Market Risk--The inclusion of commissions and projected profit from hedging in the original issue price is likely to
adversely affect secondary market prices."

Additional Provisions

Reference Rate

"LIBOR" as defined in the accompanying prospectus in the section cal ed "Description of Debt Securities--Floating Rate Debt Securities" and "--Base
Rates" with an index maturity of 3 months and an index currency of U.S. dol ars and as displayed on Reuters Page LIBOR01.

Historical Information

The fol owing graph sets forth the historical percentage levels of the reference rate for the period from January 1, 2003 to May 14, 2013. The historical
levels of the reference rate do not reflect the 1.25% spread that wil apply to the interest that accrues on the notes for each interest payment period
during the term of the notes, and should not be taken as an indication of its future performance. We obtained the information in the graph below from
Bloomberg Financial Markets, without independent verification.

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Risk Factors

The notes involve risks not associated with an investment in ordinary floating rate notes. An investment in the notes entails significant risks not
associated with similar investments in a conventional debt security, including, but not limited to, fluctuations in the reference rate, and other events that
are difficult to predict and beyond the issuer's control. This section describes the most significant risks relating to the notes. For a complete list of risk
factors, please see the accompanying prospectus supplement and the accompanying prospectus.

Yield Risk

§
The historical performance of the reference rate is not an indication of future performance. The historical performance of the reference rate
should not be taken as an indication of future performance during the term of the notes. Changes in the levels of the reference rate wil affect the
trading price of the notes, but it is impossible to predict whether such levels wil rise or fal .

§
The amount of interest payable on the notes in any interest payment period is capped. The interest rate on the notes for each interest
payment period is capped at the maximum interest rate of 7.00% per annum (equal to a maximum quarterly interest payment of $17.50 for each
$1,000 stated principal amount of notes).

Issuer Risk

§
Investors are subject to our credit risk, and any actual or anticipated changes to our credit ratings or credit spreads may adversely affect
the market value of the notes. Investors are dependent on our ability to pay al amounts due on the notes on interest payment dates and at maturity
and therefore investors are subject to our credit risk and to changes in the market's view of our creditworthiness. The notes are not guaranteed by
any other entity. If we default on our obligations under the notes, your investment would be at risk and you could lose some or al of your
investment. As a result, the market value of the notes prior to maturity wil be affected by changes in the market's view of our creditworthiness. Any
actual or anticipated decline in our credit ratings or increase in the credit spreads charged by the market for taking our credit risk is likely to adversely
affect the value of the notes.

Market Risk

§
The price at which the notes may be sold prior to maturity will depend on a number of factors and may be substantially less than the
amount for which they were originally purchased. Some of these factors include, but are not limited to: (i) actual or anticipated changes in the
level of the reference rate, (i ) volatility of the level of the reference rate, (ii ) changes in interest and yield rates, (iv) any actual or anticipated changes
in our credit ratings or credit spreads and (v) time remaining to maturity. Depending on the actual or anticipated level of the reference rate, the market
value of the notes is expected to decrease and you may receive substantial y less than 100% of the issue price if you sel your notes prior to maturity.

§
The inclusion of commissions and projected profit from hedging in the original issue price is likely to adversely affect secondary market
prices. Assuming no change in market conditions or any other relevant factors, the price, if any, at which MS & Co. is wil ing to purchase the notes at
any time in secondary market transactions wil likely be significantly lower than the original issue price, since secondary market prices are likely to
exclude commissions paid with respect to the notes and the cost of hedging our obligations under the notes that are included in the original issue
price. The cost of hedging includes the projected profit that our subsidiaries may realize in consideration for assuming the risks inherent in managing
the hedging transactions. These secondary market prices are also likely to be reduced by the costs of unwinding the related hedging transactions. In
addition, any secondary market prices may differ from values determined by pricing models used by MS & Co., as a result of dealer discounts,
mark-ups or other transaction costs.

Variable Pricing Risk

§
The price you pay for the notes may be higher than the prices paid by other investors. The agent proposes to offer the notes from time to
time for sale to investors in one or more negotiated transactions, or otherwise, at market prices prevailing at the time of sale, at prices related to
then-prevailing prices, at negotiated prices, or otherwise. Accordingly, there is a risk that the price you pay for the notes wil be higher than the prices
paid by other investors based on the date and time you make your purchase, from whom you purchase the notes (e.g., directly from the agent or
through a broker or

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Senior Floating Rate Notes due 2023
Based on 3-Month USD LIBOR

dealer), any related transaction cost (e.g., any brokerage commission), whether you hold your notes in a brokerage account, a fiduciary or fee-based
account or another type of account and other market factors.

Liquidity Risk

§
The notes will not be listed on any securities exchange and secondary trading may be limited. The notes wil not be listed on any securities
exchange. Therefore, there may be little or no secondary market for the notes. MS & Co. may, but is not obligated to, make a market in the notes.
Even if there is a secondary market, it may not provide enough liquidity to al ow you to trade or sel the notes easily. Because we do not expect that
other broker-dealers wil participate significantly in the secondary market for the notes, the price at which you may be able to trade your notes is likely
to depend on the price, if any, at which MS & Co. is wil ing to transact. If at any time MS & Co. were not to make a market in the notes, it is likely
that there would be no secondary market for the notes. Accordingly, you should be wil ing to hold your notes to maturity.

Conflicts of Interest

§
The issuer, its subsidiaries or affiliates may publish research that could affect the market value of the notes. They also expect to hedge
the issuer's obligations under the notes. The issuer or one or more of its affiliates may, at present or in the future, publish research reports with
respect to movements in interest rates general y or the reference rate specifical y. This research is modified from time to time without notice and may
express opinions or provide recommendations that are inconsistent with purchasing or holding the notes. Any of these activities may affect the market
value of the notes. In addition, the issuer's subsidiaries expect to hedge the issuer's obligations under the notes and they may realize a profit from
that expected hedging activity even if investors do not receive a favorable investment return under the terms of the notes or in any secondary market
transaction.

§
The calculation agent, which is a subsidiary of the issuer, will make determinations with respect to the notes. Any of these determinations
made by the calculation agent may adversely affect the payout to investors. Determinations made by the calculation agent, including with respect to
the reference rate may adversely affect the payout to you on the notes.

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Supplemental Information Concerning Plan of Distribution; Conflicts of Interest

We expect to deliver the notes against payment therefor in New York, New York on May 15, 2013, which wil be the sixteenth scheduled business day
fol owing the date of the pricing of the notes. Under Rule 15c6-1 of the Exchange Act, trades in the secondary market general y are required to settle in
three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on the date of
pricing or on or prior to the third business day prior to the original issue date wil be required to specify alternative settlement arrangements to prevent a
failed settlement.

The notes wil be offered from time to time in one or more negotiated transactions at varying prices to be determined at the time of each sale, which may
be at market prices prevailing, at prices related to such prevailing prices or at negotiated prices; provided, however, that such price wil not be less than
$990 per note and wil not be more than $1,000 per note.

Morgan Stanley or one of our affiliates wil pay varying discounts and commissions to dealers, including Morgan Stanley Smith Barney LLC ("MSSB") and
their financial advisors, of up to $12.50 per note depending on market conditions. The agent may distribute the notes through MSSB, as selected dealer,
or other dealers, which may include Morgan Stanley & Co. International plc ("MSIP") and Bank Morgan Stanley AG. MSSB, MSIP and Bank Morgan
Stanley AG are affiliates of Morgan Stanley.

MS & Co. is our whol y-owned subsidiary. MS & Co. wil conduct this offering in compliance with the requirements of FINRA Rule 5121 of the Financial
Industry Regulatory Authority, Inc., which is commonly referred to as FINRA, regarding a FINRA member firm's distribution of the securities of an affiliate
and related conflicts of interest. MS & Co. or any of our other affiliates may not make sales in this offering to any discretionary account.

Acceleration Amount in Case of an Event of Default

In case an event of default with respect to the notes shall have occurred and be continuing, the amount declared due and payable per note upon any
acceleration of the notes shal be an amount in cash equal to the stated principal amount plus accrued and unpaid interest.

Validity of the Notes

In the opinion of Davis Polk & Wardwel LLP, as special counsel to Morgan Stanley, when the notes offered by this pricing supplement have been executed
and issued by Morgan Stanley, authenticated by the trustee pursuant to the Senior Debt Indenture and delivered against payment as contemplated herein,
such notes wil be valid and binding obligations of Morgan Stanley, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency
and similar laws affecting creditors' rights general y, concepts of reasonableness and equitable principles of general applicability (including, without
limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to the effect of fraudulent
conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above. This opinion is given as of the date hereof and
is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware. In addition, this opinion is subject to customary
assumptions about the trustee's authorization, execution and delivery of the Senior Debt Indenture and its authentication of the notes and the validity,
binding nature and enforceability of the Senior Debt Indenture with respect to the trustee, al as stated in the letter of such counsel dated November 21,
2011, which is Exhibit 5-a to the Registration Statement on Form S-3 filed by Morgan Stanley on November 21, 2011.

Tax Considerations

In the opinion of our counsel, Davis Polk & Wardwel LLP, the notes wil be treated as "variable rate debt instruments" for U.S. federal tax purposes, as
described in the section of the accompanying prospectus supplement cal ed "United States Federal TaxationTax Consequences to U.S.
HoldersNotesFloating Rate Notes." Both U.S. and non-U.S. holders should read the section of the accompanying prospectus supplement entitled
"United States Federal Taxation."

You should consult your tax advisers regarding all aspects of the U.S. federal tax consequences of an investment in the notes, as well as any
tax consequences arising under the laws of any state, local or foreign taxing jurisdiction. Additionally, any consequences resulting from the
Medicare tax on investment income are not discussed in this document or the accompanying prospectus supplement.

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The discussion in the preceding paragraphs under "Tax Considerations" and the discussion contained in the section entitled "United States
Federal Taxation" in the accompanying prospectus supplement, insofar as they purport to describe provisions of U.S. federal income tax laws
or legal conclusions with respect thereto, constitute the full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal tax
consequences of an investment in the notes.

Contact Information

Morgan Stanley Wealth Management clients may contact their local Morgan Stanley branch office or our principal executive offices at 1585 Broadway,
New York, New York 10036 (telephone number (866) 477-4776). Al other clients may contact their local brokerage representative. Third-party
distributors may contact Morgan Stanley Structured Investment Sales at (800) 233-1087.

Where You Can Find More Information

Morgan Stanley has filed a registration statement (including a prospectus, as supplemented by a prospectus supplement) with the Securities and
Exchange Commission, or SEC, for the offering to which this pricing supplement relates. You should read the prospectus in that registration statement,
the prospectus supplement and any other documents relating to this offering that Morgan Stanley has filed with the SEC for more complete information
about Morgan Stanley and this offering. You may get these documents without cost by visiting EDGAR on the SEC web site
at.www.sec.gov. Alternatively, Morgan Stanley wil arrange to send you the prospectus and the prospectus supplement if you so request by cal ing
tol -free 800-584-6837.

You may access these documents on the SEC web site at.www.sec.gov as fol ows:

Prospectus Supplement dated November 21, 2011

Prospectus dated November 21, 2011

Terms used in this pricing supplement are defined in the prospectus supplement or in the prospectus. As used in this pricing supplement, the "Company,"
"we," "us" and "our" refer to Morgan Stanley.

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