Obligation Morgan Stanleigh 8.72% ( US61760QGC24 ) en USD

Société émettrice Morgan Stanleigh
Prix sur le marché refresh price now   100 %  ▲ 
Pays  Etas-Unis
Code ISIN  US61760QGC24 ( en USD )
Coupon 8.72% par an ( paiement semestriel )
Echéance 29/05/2030



Prospectus brochure de l'obligation Morgan Stanley US61760QGC24 en USD 8.72%, échéance 29/05/2030


Montant Minimal 1 000 USD
Montant de l'émission 5 000 000 USD
Cusip 61760QGC2
Notation Standard & Poor's ( S&P ) N/A
Notation Moody's NR
Prochain Coupon 29/11/2025 ( Dans 146 jours )
Description détaillée 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 US61760QGC24, paye un coupon de 8.72% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 29/05/2030

L'Obligation émise par Morgan Stanleigh ( Etas-Unis ) , en USD, avec le code ISIN US61760QGC24, a été notée NR par l'agence de notation Moody's.







424B2 1 dp56599_424b2-ps297a1.htm FORM 424B2
CALCULATION OF REGISTRATION FEE



Maximum Aggregate

Amount of Registration
Title of Each Class of Securities Offered

Offering Price(1)

Fee
Fixed to Floating Rate Notes due 2030

$10,000,000

$1,162.00

(1) The maximum aggregate offering price relates to an additional $10,000,000 of securities offered and sold pursuant to this Amendment No. 1 to
Pricing Supplement No. 297 to Registration Statement No. 333-200365.
M a y 2 0 1 5

Amendment No. 1 dated May 28, 2015 relating to
Pricing Supplement No. 297
Registration Statement No. 333-200365
Dated May 4, 2015
Filed pursuant to Rule 424(b)(2)
INTEREST RATE STRUCTURED PRODUCTS
Fixed to Floating Rate Securities due 2030
Le ve ra ge d CM S Curve Se c urit ie s
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he S& P 5 0 0 ® I nde x a nd t he Russe ll 2 0 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s
As further described below, interest will accrue on the securities (i) in years 1 to 2: at a rate of 10.00% per annum and (ii) in years 3 to maturity: for
each day that the closing value of e a c h of the S&P 500® Index a nd the Russell 2000® Index is gre a t e r t ha n or e qua l t o 60% of its respective
initial index value (which we refer to as the index reference level), at a variable rate per annum equal to 10 times the difference, if any, between the
30-Year Constant Maturity Swap Rate ("30CMS") and the 2-Year Constant Maturity Swap Rate ("2CMS"), as determined on the CMS reference
determination date at the start of the related monthly interest payment period; subject to the maximum interest rate of 10.00% per annum for each
interest payment period during the floating interest rate period and the minimum interest rate of 0.00% per annum. The securities provide an above-
market interest rate in years 1 to 2; however, for each interest payment period in years 3 to maturity, the securities will not pay any interest with
respect to an interest payment period if the CMS reference index level is equal to or less than 0.00% on the related monthly CMS reference
determination date. In addition, if, on any calendar day, the index closing value of e it he r index is less than the index reference level for such index,
interest will accrue at a rate of 0.00% per annum for that day. At maturity, if the final index value of e a c h index is greater than or equal to its barrier
level of 50% of its respective initial index value, investors will receive the stated principal amount of the securities plus any accrued but unpaid
interest. However, if the final index value of e it he r index is less than its respective barrier level, investors will be fully exposed to the decline in the
worst performing index over the term of the securities, and the payment at maturity will be less than 50% of the stated principal amount of the
securities and could be zero. T he re is no m inim um pa ym e nt a t m a t urit y on t he se c urit ie s. Ac c ordingly, inve st ors m a y lose up
t o t he ir e nt ire init ia l inve st m e nt in t he se c urit ie s. Because payments on the securities are based on the worst performing of the indices, a
decline beyond the respective index reference level and/or respective barrier level, as applicable, of e it he r index will result in few or no interest
payments during the floating interest rate period and/or a significant loss of your investment, as applicable, even if the other index has appreciated or
has not declined as much. Investors will not participate in any appreciation of either index. These long-dated securities are for investors who seek an
opportunity to earn interest at a potentially above-market rate in exchange for the risk of losing their principal and the risk of receiving little or no
interest on the securities during the floating interest rate period.
All pa ym e nt s a re subje c t t o t he c re dit risk of M orga n St a nle y. I f M orga n St a nle y de fa ult s on it s obliga t ions, you c ould
lose som e or a ll of your inve st m e nt . T he se se c urit ie s a re not se c ure d obliga t ions a nd you w ill not ha ve a ny se c urit y
int e re st in, or ot he rw ise ha ve a ny a c c e ss t o, a ny unde rlying re fe re nc e a sse t or a sse t s.
FI N AL T ERM S
I ssue r:
Morgan Stanley
I ndic e s:
S&P 500® Index (the "SPX Index") and Russell 2000® Index (the "RTY Index")
CM S re fe re nc e inde x :
30-Year Constant Maturity Swap Rate minus 2-Year Constant Maturity Swap Rate, expressed as a percentage.
Please see "Additional Provisions--CMS Reference Index" below.
Aggre ga t e princ ipa l
$15,000,000
a m ount :
I ssue pric e :
At variable prices
St a t e d princ ipa l a m ount :
$1,000 per security
Pric ing da t e :
May 4, 2015
Origina l issue da t e :
May 29, 2015 (18 business days after the pricing date)
M a t urit y da t e :
May 29, 2030
I nt e re st a c c rua l da t e :
May 29, 2015
Pa ym e nt a t m a t urit y:
·If the final index value of each index is greater than or equal to its respective barrier level: the stated
principal amount plus any accrued and unpaid interest
·If the final index value of either index is less than its respective barrier level: (a) the stated principal
amount times the index performance factor of the worst performing index plus (b) any accrued and unpaid
interest. This amount will be less than 50% of the stated principal amount of the securities and could be
zero.
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I nt e re st :
From and including the original issue date to but excluding May 29, 2017 (the "fixed interest rate period"):
10.00% per annum
From and including May 29, 2017 to but excluding the maturity date (the "floating interest rate period"):
For each interest payment period, a variable rate per annum equal to the product of:
(a ) le ve ra ge fa c t or times t he CM S re fe re nc e inde x ; subject to the minimum interest rate and the
maximum interest rate; a nd
(b) N /ACT ; where,
"N" = the total number of calendar days in the applicable interest payment period on which the index closing value
of each index is greater than or equal to its respective index reference level (each such day, an "accrual day");
and
"ACT" = the total number of calendar days in the applicable interest payment period.
The CMS reference index level applicable to an interest payment period will be determined on the related CMS
reference determination date.
Interest for each interest payment period during the floating interest rate period is subject to the
minimum interest rate of 0.00% per annum and the maximum interest rate of 10.00% per annum for such
interest payment period. Beginning May 29, 2017, it is possible that you could receive little or no interest
on the securities. If, on the related CMS reference determination date, the CMS reference index level is
equal to or less than the CMS reference index strike, interest will accrue at a rate of 0.00% for that interest
payment period. In addition, if, on any day, the index closing value of either index is determined to be
less than the index reference level for such index, interest will accrue at a rate of 0.00% per annum for
that day. The determination of the index closing value for each index will be subject to certain market
disruption events. Please see Annex A--Market Disruption Event" below.
Age nt :
Morgan Stanley & Co. LLC ("MS & Co."), a wholly owned subsidiary of Morgan Stanley. See "Supplemental
Information Concerning Plan of Distribution; Conflicts of Interest."
Terms continued on the following page
Est im a t e d va lue on t he pric ing
da t e :
$914.40 per security. See "The Securities" on page 3.
Com m issions a nd issue pric e :
Pric e t o public (1)(2)
Age nt 's c om m issions(2)
Proc e e ds t o issue r(3)
Pe r se c urit y
At variable prices
$37.50
$962.50
T ot a l
At variable prices
$562,500
$14,437,500
(1)
The securities 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 $970 per security and will not be more than $1,000 per security. See "Risk Factors--The Price You Pay For The Securities 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 Wealth Management (an affiliate
of the agent) and their financial advisors, of up to $37.50 per security depending on market conditions. See "Supplemental Information Concerning Plan of
Distribution; Conflicts of Interest." For additional information, see "Plan of Distribution (Conflicts of Interest)" in the accompanying prospectus supplement.
(3)
See "Use of Proceeds and Hedging" on page 20.

The securities involve risks not associated with an investment in ordinary debt securities. See "Risk Factors" beginning
on page 10.
T he Se c urit ie s a nd Ex c ha nge Com m ission a nd st a t e se c urit ie s re gula t ors ha ve not a pprove d or disa pprove d t he se
se c urit ie s, or de t e rm ine d if t his pric ing supple m e nt or t he a c c om pa nying prospe c t us supple m e nt , inde x supple m e nt a nd
prospe c t us is t rut hful or c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
Y ou should re a d t his doc um e nt t oge t he r w it h t he re la t e d prospe c t us supple m e nt , inde x supple m e nt a nd prospe c t us,
e a c h of w hic h c a n be
a c c e sse d via t he hype rlink s be low .

Prospectus Supplement dated November 19, 2014
Index Supplement dated November 19, 2014 Prospectus dated November 19, 2014

T he se c urit ie s a re not ba nk de posit s a nd a re not insure d by t he Fe de ra l De posit I nsura nc e Corpora t ion or a ny ot he r
gove rnm e nt a l a ge nc y, nor a re t he y obliga t ions of, or gua ra nt e e d by, a ba nk .





Fixed to Floating Rate Securities due 2030
Le ve ra ge d CM S Curve Se c urit ie s
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he S& P 5 0 0 ® I nde x a nd t he Russe ll 2 0 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s
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Terms continued from previous page:
Le ve ra ge fa c t or:
10
I nt e re st pa ym e nt pe riod:
Monthly
I nt e re st pa ym e nt pe riod
Unadjusted
e nd da t e s:
I nt e re st pa ym e nt da t e s:
The 29th calendar day of each month (or, in the case of February, the last calendar day of such month), beginning
June 29, 2015; provided that if any such day is not a business day, that interest payment will be made on the next
succeeding business day and no adjustment will be made to any interest payment made on that succeeding
business day.
I nt e re st re se t da t e s:
The 29th calendar day of each month (or, in the case of February, the last calendar day of such month), beginning
May 29, 2017
M a x im um int e re st ra t e :
10.00% per annum for each interest payment period during the floating interest rate period
M inim um int e re st ra t e :
0.00% per annum

U nde rlying inde x publishe r: With respect to the SPX Index: S&P Dow Jones Indices LLC

With respect to the RTY Index: Russell Investments
CM S re fe re nc e
Two (2) U.S. government securities business days prior to the related interest reset date at the start of the

de t e rm ina t ion da t e s:
applicable interest payment period.
CM S re fe re nc e inde x st rik e :0.00%

I nde x re fe re nc e le ve l:
With respect to the SPX Index: 1,262.52, which is 60% of its initial index value

With respect to the RTY Index: 743.2536, which is 60% of its initial index value
I nit ia l inde x va lue :
With respect to the SPX Index: 2,104.20, which is its index closing value on May 26, 2015

With respect to the RTY Index: 1,238.756, which is its index closing value on May 26, 2015
Ba rrie r le ve l:
With respect to the SPX Index: 1,052.10, which is 50% of its initial index value

With respect to the RTY Index: 619.378, which is 50% of its initial index value
Fina l inde x va lue :
With respect to each index, the index closing value of such index on the final determination date

I nde x c losing va lue :
With respect to each index, the closing value of such index. Please see "Additional Provisions--Indices" below.

Fina l de t e rm ina t ion da t e :
The third scheduled business day prior to the maturity date, subject to adjustment due to non-index business

days or certain market disruption events.
I nde x c ut off:
With respect to each index, the index closing value of such index for any day from and including the third index
business day prior to the related interest payment date for any interest payment period shall be the index closing
value of such index on such third index business day prior to such interest payment date.
I nde x pe rform a nc e fa c t or:
The final index value divided by the initial index value

Worst pe rform ing inde x :
The index with the larger percentage decrease from the respective initial index value to the respective final index
value
Re de m pt ion:
None

Da y-c ount c onve nt ion:
Actual/Actual

Spe c ifie d c urre nc y:
U.S. dollars

CU SI P / I SI N :
61760QGC2 / US61760QGC24

Book -e nt ry or c e rt ific a t e d
Book-entry

se c urit y:
Busine ss da y:
New York

Ca lc ula t ion a ge nt :
Morgan Stanley Capital Services LLC.
All determinations made by the calculation agent will be at the sole discretion of the calculation agent and will, in
the absence of manifest error, be conclusive for all purposes and binding on you, the trustee and us.
All values used in the interest rate formula for the securities and all percentages resulting from any calculation of
interest will be rounded to the nearest one hundred-thousandth of a percentage point, with .000005% rounded up
to .00001%. All dollar amounts used in or resulting from such calculation on the securities will be rounded to the
nearest cent, with one-half cent rounded upward.

Because the calculation agent is our affiliate, the economic interests of the calculation agent and its affiliates may
be adverse to your interests as an investor in the securities, including with respect to certain determinations and
judgments that the calculation agent must make in determining the payment that you will receive on each interest
payment date and at maturity or whether a market disruption event has occurred. Please see Annex A--Market
Disruption Event" and "--Discontinuance of an Index; Alteration of Method of Calculation" below. The calculation
agent is obligated to carry out its duties and functions as calculation agent in good faith and using its reasonable
judgment.
T rust e e :
The Bank of New York Mellon

Cont a c t inform a t ion:
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). All other

clients may contact their local brokerage representative. Third-party distributors may contact Morgan Stanley
Structured Investment Sales at (800) 233-1087.

May 2015
Page 2


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Fixed to Floating Rate Securities due 2030
Le ve ra ge d CM S Curve Se c urit ie s
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he S& P 5 0 0 ® I nde x a nd t he Russe ll 2 0 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s


The Securities

Principal at Risk Securities

The securities are debt securities of Morgan Stanley. In years 1 to 2, the securities pay interest at a rate of 10.00% per annum. Beginning May 29,
2017, interest will accrue on the securities for each day that the closing value of e a c h of the S&P 500® Index a nd the Russell 2000® Index is gre a t e r
t ha n or e qua l t o 60% of its respective initial index value (which we refer to as the index reference level), at a variable rate per annum equal to 10
times the difference, if any, between the 30-Year Constant Maturity Swap Rate ("30CMS") and the 2-Year Constant Maturity Swap Rate ("2CMS"), as
determined on the CMS reference determination date at the start of the related monthly interest payment period; subject to the maximum interest rate of
10.00% per annum for each interest payment period during the floating interest rate period and the minimum interest rate of 0.00% per annum. The
securities provide an above-market interest rate in years 1 to 2; however, for each interest payment period in years 3 to maturity, the securities will not
pay any interest with respect to an interest payment period if the CMS reference index level is equal to or less than 0.00% on the related monthly CMS
reference determination date. In addition, if, on any calendar day, the index closing value of e it he r index is less than the index reference level for such
index, interest will accrue at a rate of 0.00% per annum for that day.

At maturity, if the final index value of e a c h index is greater than or equal to its barrier level of 50% of its respective initial index value, investors will
receive the stated principal amount of the securities plus any accrued but unpaid interest. However, if the final index value of e it he r index is less than
its respective barrier level, investors will be fully exposed to the decline in the worst performing index over the term of the securities, and the payment at
maturity will be less than 50% of the stated principal amount of the securities and could be zero. T he re is no m inim um pa ym e nt a t m a t urit y
on t he se c urit ie s. Ac c ordingly, inve st ors m a y lose up t o t he ir e nt ire init ia l inve st m e nt in t he se c urit ie s. Because payments
on the securities are based on the worst performing of the indices, a decline beyond the respective index reference level and/or respective barrier level,
as applicable, of e it he r index will result in few or no interest payments during the floating interest rate period and/or a significant loss of your
investment, as applicable, even if the other index has appreciated or has not declined as much. Investors will not participate in any appreciation of
either index.

We describe the basic features of these securities in the sections of the accompanying prospectus called "Description of Debt Securities--Floating Rate
Debt Securities" and prospectus supplement called "Description of Securities," subject to and as modified by the provisions described below. All
payments on the securities are subject to the credit risk of Morgan Stanley.

The stated principal amount of each security is $1,000, and the issue price is variable. This price includes costs associated with issuing, selling,
structuring and hedging the securities, which are borne by you, and, consequently, the estimated value of the securities on the pricing date is less than
the issue price. We estimate that the value of each security on the pricing date is $914.40.

What goes into the estimated value on the pricing date?

In valuing the securities on the pricing date, we take into account that the securities comprise both a debt component and a performance-based
component linked to the CMS reference index and the indices. The estimated value of the securities is determined using our own pricing and
valuation models, market inputs and assumptions relating to the CMS reference index and the indices, instruments based on the CMS reference
index and the indices, volatility and other factors including current and expected interest rates, as well as an interest rate related to our secondary
market credit spread, which is the implied interest rate at which our conventional fixed rate debt trades in the secondary market.

What determines the economic terms of the securities?

In determining the economic terms of the securities, including the interest rate, the leverage factor, the maximum interest rate applicable to each
interest payment period during the floating interest rate period, the CMS reference index strike, the index reference levels and the barrier levels, we
use an internal funding rate, which is likely to be lower than our secondary market credit spreads and therefore advantageous to us. If the issuing,
selling, structuring and hedging costs borne by you were lower or if the internal funding rate were higher, one or more of the economic terms of the
securities would be more favorable to you.

What is the relationship between the estimated value on the pricing date and the secondary market price of the securities?

The price at which MS & Co. purchases the securities in the secondary market, absent changes in market conditions, including those related to
interest rates and the CMS reference index and the indices, may vary from, and be lower than, the estimated value on the pricing date, because the
secondary market price takes into account our secondary market credit spread as well as the bid-offer spread that MS & Co. would charge in a
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secondary market transaction of this type, the costs of unwinding the related hedging transactions and other factors.



May 2015
Page 3



Fixed to Floating Rate Securities due 2030
Le ve ra ge d CM S Curve Se c urit ie s
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he S& P 5 0 0 ® I nde x a nd t he Russe ll 2 0 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s


MS & Co. may, but is not obligated to, make a market in the securities and, if it once chooses to make a market, may cease doing so at any time.





May 2015
Page 4



Fixed to Floating Rate Securities due 2030
Le ve ra ge d CM S Curve Se c urit ie s
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he S& P 5 0 0 ® I nde x a nd t he Russe ll 2 0 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

Additional Provisions

CMS Reference Index

Wha t a re t he 3 0 -Y e a r a nd 2 -Y e a r Const a nt M a t urit y Sw a p Ra t e s?

The 30-Year Constant Maturity Swap Rate (which we refer to as "30CMS") is, on any U.S. government securities business day, the fixed rate of
interest payable on an interest rate swap with a 30-year maturity as reported on Reuters Page ISDAFIX1 or any successor page thereto at
approximately 11:00 a.m. New York City time for such day. This rate is one of the market-accepted indicators of longer-term interest rates.
The 2-Year Constant Maturity Swap Rate (which we refer to as "2CMS") is, on any U.S. government securities business day, the fixed rate of interest
payable on an interest rate swap with a 2-year maturity as reported on Reuters Page ISDAFIX1 or any successor page thereto at approximately
11:00 a.m. New York City time for such day. This rate is one of the market-accepted indicators of shorter-term interest rates.
The rates reported on Reuters Page "ISDAFIX1" (or any successor page thereto) are calculated by ICE Benchmark Administration Limited based on
tradeable quotes for the related interest rate swaps of the relevant tenor that are sourced from electronic trading venues.
An interest rate swap rate, at any given time, generally indicates the fixed rate of interest (paid semi-annually) that a counterparty in the swaps market
would have to pay for a given maturity, in order to receive a floating rate (paid quarterly) equal to 3-month LIBOR for that same maturity.
U .S. Gove rnm e nt Se c urit ie s Busine ss Da y
U.S. government securities business day means any day except for a Saturday, Sunday or a day on which The Securities Industry and Financial
Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S.
government securities.
CM S Ra t e Fa llba c k Provisions

If 30CMS or 2CMS is not displayed by approximately 11:00 a.m. New York City time on the Reuters Screen ISDAFIX1 Page on any day on which the
level of the CMS reference index must be determined, such affected rate for such day will be determined on the basis of the mid-market semi-annual
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swap rate quotations to the calculation agent provided by five leading swap dealers in the New York City interbank market (the "Reference Banks") at
approximately 11:00 a.m., New York City time, on such day, and, for this purpose, the mid-market semi-annual swap rate means the mean of the bid
and offered rates for the semi-annual fixed leg, calculated on a 30/360 day count basis, of a fixed-for-floating U.S. Dollar interest rate swap
transaction with a term equal to the applicable 30 year or 2 year maturity commencing on such day and in a representative amount with an
acknowledged dealer of good credit in the swap market, where the floating leg, calculated on an actual/360 day count basis, is equivalent to USD-
LIBOR-BBA with a designated maturity of three months. The calculation agent will request the principal New York City office of each of the
Reference Banks to provide a quotation of its rate. If at least three quotations are provided, the rate for that day will be the arithmetic mean of the
quotations, eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one
of the lowest). If fewer than three quotations are provided as requested, the rate will be determined by the calculation agent in good faith and in a
commercially reasonable manner.


May 2015
Page 5



Fixed to Floating Rate Securities due 2030
Le ve ra ge d CM S Curve Se c urit ie s
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he S& P 5 0 0 ® I nde x a nd t he Russe ll 2 0 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

Indices

T he S& P 5 0 0 ® I nde x

The SPX Index, which is calculated, maintained and published by S&P Dow Jones Indices LLC ("S&P"), consists of stocks of 500 component
companies selected to provide a performance benchmark for the U.S. equity markets. The calculation of the SPX Index is based on the relative value
of the float adjusted aggregate market capitalization of the 500 component companies as of a particular time as compared to the aggregate average
market capitalization of 500 similar companies during the base period of the years 1941 through 1943. For additional information about the SPX
Index, see the information set forth under "Annex A--The S&P 500® Index" in this document and "S&P 500® Index" in the accompanying index
supplement.

T he Russe ll 2 0 0 0 ® I nde x

The RTY Index is an index calculated, published and disseminated by Russell Investments, and measures the composite price performance of stocks
of 2,000 companies incorporated in the U.S. and its territories. All 2,000 stocks are traded on a major U.S. exchange and are the 2,000 smallest
securities that form the Russell 3000® Index. The Russell 3000® Index is composed of the 3,000 largest U.S. companies as determined by market
capitalization and represents approximately 98% of the U.S. equity market. The RTY Index consists of the smallest 2,000 companies included in the
Russell 3000® Index and represents a small portion of the total market capitalization of the Russell 3000® Index. The RTY Index is designed to track
the performance of the small capitalization segment of the U.S. equity market. For additional information about the RTY Index, see the information
set forth under "Annex A--The Russell 2000® Index" in this document and "Russell 2000® Index" in the accompanying index supplement.

I nde x Closing V a lue Fa llba c k Provisions

The index closing value on any calendar day during the term of the securities on which the index level of an index is to be determined (each, an
"index determination date") will equal:


·
with respect to the SPX Index, the official closing value of such index as published by the underlying index publisher for the SPX Index or its
successor, or in the case of any successor index, the official closing value for such successor index as published by the publisher of such
successor index or its successor, at the regular weekday close of trading on that calendar day, as determined by the calculation agent; and


·
with respect to the RTY Index, the closing value of such index or any successor index reported by Bloomberg Financial Services, or any
successor reporting service the calculation agent may select, on such index determination date. Currently, whereas the underlying index
publisher for the RTY Index publishes the official closing value of the RTY Index to six decimal places, Bloomberg Financial Services reports
the closing value to fewer decimal places. As a result, the closing value of the RTY Index reported by Bloomberg Financial Services may be
lower or higher than the official closing value of the RTY Index published by the underlying index publisher for such index,

provided that the index closing value for each index for any day from and including the third index business day prior to the related interest payment
date for any interest payment period shall be the index closing value for such index in effect on such third index business day prior to such interest
payment date; provided further that if a market disruption event with respect to an index occurs on any index determination date or if any such index
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determination date is not an index business day with respect to an index, the closing value of such index for such index determination date will be the
closing value of such index on the immediately preceding index business day for such index on which no market disruption event has occurred with
respect to such index.

In certain circumstances, the index closing value of an index shall be based on the alternate calculation of such index described under "Annex A--
Discontinuance of an Index; Alteration of Method of Calculation."

"Index business day" means, with respect to each index, a day, as determined by the calculation agent, on which trading is generally conducted on
each of the relevant exchange(s) for such index, other than a day on which trading on such exchange(s) is scheduled to close prior to the time of the
posting of its regular final weekday closing price.

"Relevant exchange" means, with respect to each index, the primary exchange(s) or market(s) of trading for (i) any security then included in such
index, or any successor index, and (ii) any futures or options contracts related to such index or to any security then included in such index.


May 2015
Page 6



Fixed to Floating Rate Securities due 2030
Le ve ra ge d CM S Curve Se c urit ie s
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he S& P 5 0 0 ® I nde x a nd t he Russe ll 2 0 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

For more information regarding market disruption events with respect to an index, discontinuance of an index and alteration of the method of
calculation, see "Annex A--Market Disruption Event" and "--Discontinuance of an Index; Alteration of Method of Calculation" herein.




May 2015
Page 7



Fixed to Floating Rate Securities due 2030
Le ve ra ge d CM S Curve Se c urit ie s
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he S& P 5 0 0 ® I nde x a nd t he Russe ll 2 0 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s
How the Securities Work

H ow t o c a lc ula t e t he int e re st pa ym e nt s during t he floa t ing int e re st ra t e pe riod:

The table below presents examples of hypothetical interest that would accrue on the securities during any month in the floating interest rate period. The
examples below are for purposes of illustration only. The examples of the hypothetical floating interest rate that would accrue on the securities are
based on both the level of the CMS reference index level on the applicable CMS reference determination date and the total number of calendar days in
a monthly interest payment period on which the index closing value of each index is greater than or equal to its respective index reference level.

The actual interest payment amounts during the floating interest rate period will depend on the actual level of the CMS reference index on each CMS
reference determination date and the index closing value of each index on each day during the floating interest payment period. The applicable
interest rate for each monthly interest payment period will be determined on a per-annum basis but will apply only to that interest payment period. The
table assumes that the interest payment period contains 30 calendar days. The examples below are for purposes of illustration only and would
provide different results if different assumptions were made.

Annua lize d ra t e of int e re st pa id
CM S
1 0 times CM S
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N um be r of da ys on w hic h t he inde x c losing va lue of e a c h inde x is gre a t e r t ha n or e qua l
Re fe re nc e
Re fe re nc e
t o it s re spe c t ive inde x re fe re nc e le ve l
I nde x
I nde x *
0
5
1 0
1 5
2 0
2 5
3 0
-2.400%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-2.200%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-2.000%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-1.800%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-1.600%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-1.400%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-1.200%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-1.000%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-0.800%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-0.600%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-0.400%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
-0.200%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.00%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.000%
0.200%
2.00%
0.000%
0.333%
0.667%
1.000%
1.333%
1.667%
2.000%
0.400%
4.00%
0.000%
0.667%
1.333%
2.000%
2.667%
3.333%
4.000%
0.600%
6.00%
0.000%
1.000%
2.000%
3.000%
4.000%
5.000%
6.000%
0.800%
8.00%
0.000%
1.333%
2.667%
4.000%
5.333%
6.667%
8.000%
1.000%
10.00%
0.000%
1.667%
3.333%
5.000%
6.667%
8.333%
10.000%
1.200%
10.00%
0.000%
1.667%
3.333%
5.000%
6.667%
8.333%
10.000%
1.400%
10.00%
0.000%
1.667%
3.333%
5.000%
6.667%
8.333%
10.000%
1.600%
10.00%
0.000%
1.667%
3.333%
5.000%
6.667%
8.333%
10.000%
1.800%
10.00%
0.000%
1.667%
3.333%
5.000%
6.667%
8.333%
10.000%
2.000%
10.00%
0.000%
1.667%
3.333%
5.000%
6.667%
8.333%
10.000%
2.200%
10.00%
0.000%
1.667%
3.333%
5.000%
6.667%
8.333%
10.000%
2.400%
10.00%
0.000%
1.667%
3.333%
5.000%
6.667%
8.333%
10.000%
2.600%
10.00%
0.000%
1.667%
3.333%
5.000%
6.667%
8.333%
10.000%
2.800%
10.00%
0.000%
1.667%
3.333%
5.000%
6.667%
8.333%
10.000%
3.000%
10.00%
0.000%
1.667%
3.333%
5.000%
6.667%
8.333%
10.000%
3.200%
10.00%
0.000%
1.667%
3.333%
5.000%
6.667%
8.333%
10.000%

* Subject to the minimum interest rate of 0.00% and the maximum interest rate of 10.00%



May 2015
Page 8



Fixed to Floating Rate Securities due 2030
Le ve ra ge d CM S Curve Se c urit ie s
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he S& P 5 0 0 ® I nde x a nd t he Russe ll 2 0 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s


If 30CMS is less than or equal to 2CMS on the applicable CMS reference determination date, the floating interest rate will be the minimum interest
rate of 0.00% and no interest will accrue on the securities for such interest period regardless of the total number of calendar days in the interest
payment period on which the index closing value of each index is greater than or equal to its respective index reference level.

If on any day, the index closing value of either index is determined to be less than the index reference level for such index, interest will accrue at a
rate of 0.00% per annum for that day.


May 2015
Page 9



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Fixed to Floating Rate Securities due 2030
Le ve ra ge d CM S Curve Se c urit ie s
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he S& P 5 0 0 ® I nde x a nd t he Russe ll 2 0 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

H ow t o c a lc ula t e t he pa ym e nt a t m a t urit y:

The following hypothetical examples illustrate how to calculate the payment at maturity. The following examples are for illustrative purposes
only. The amount you will receive at maturity, if any, will be determined by reference to the index closing value of each index on the final
determination date. The actual initial index value and barrier level for each index will be determined on May 26, 2015. All payments on the securities,
if any, are subject to the credit risk of Morgan Stanley. The below examples are based on the following terms:

Pa ym e nt a t m a t urit y:
·If the final index value of each index is greater than or equal to its respective barrier
level: the stated principal amount plus any accrued and unpaid interest
·If the final index value of either index is less than its respective barrier level: (a) the stated
principal amount times the index performance factor of the worst performing index plus (b) any
accrued and unpaid interest. This amount will be less than 50% of the stated principal amount
of the securities and could be zero.
St a t e d princ ipa l a m ount :
$1,000 per security
H ypot he t ic a l init ia l inde x va lue :
With respect to the SPX Index: 2,000

With respect to the RTY Index: 1,200
H ypot he t ic a l ba rrie r le ve l:
With respect to the SPX Index: 1,000, which is 50% of the hypothetical initial index value for such index

With respect to the RTY Index: 600, which is 50% of the hypothetical initial index value for such index


Fina l I nde x V a lue
Pa ym e nt a t M a t urit y
SPX I nde x
RT Y I nde x
Ex a m ple 1 :
1,200 (a t or a bove the barrier
950 (a t or a bove the barrier level)
The stated principal amount plus any accrued and
level)
unpaid interest
Ex a m ple 2 :
1,100 (a t or a bove the barrier
480 (be low the barrier level)
($1,000 x index performance factor of the worst
level)
performing index) + any accrued and unpaid interest
= $1,000 x (480 / 1,200) + any accrued and unpaid
interest
= $400 plus any accrued and unpaid interest
Ex a m ple 3 :
800 (be low the barrier level)
1,000 (a t or a bove the barrier
[$1,000 x (800 / 2,000)] + any accrued and unpaid
level)
interest
= $400 plus any accrued and unpaid interest
Ex a m ple 4 :
600 (be low the barrier level)
480 (be low the barrier level)
[$1,000 x (600 / 2,000)] + any accrued and unpaid
interest
= $300 plus any accrued and unpaid interest
Ex a m ple 5 :
800 (be low the barrier level)
360 (be low the barrier level)
[$1,000 x (360 / 1,200)] + any accrued and unpaid
interest
= $300 plus any accrued and unpaid interest

In example 1, the final index values of both the SPX Index and RTY Index are at or above their respective barrier levels. Therefore, investors receive
at maturity the stated principal amount of the securities plus any accrued and unpaid interest.


May 2015
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Fixed to Floating Rate Securities due 2030
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Le ve ra ge d CM S Curve Se c urit ie s
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he S& P 5 0 0 ® I nde x a nd t he Russe ll 2 0 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

In examples 2 and 3, the final index value of one index is at or above its barrier level but the final index value of the other index is below its barrier
level. Therefore, investors are exposed to the downside performance of the worst performing index at maturity and receive at maturity an amount
equal to (i) the stated principal amount times the index performance factor of the worst performing index plus (ii) any accrued and unpaid interest.

Similarly, in examples 4 and 5, the final index value of each index is below its respective barrier level, and investors receive at maturity an amount
equal to the stated principal amount times the index performance factor of the worst performing index. In example 4, the SPX Index has declined
70% from its initial index value to its final index value, while the RTY Index has declined 60% from its initial index value to its final index
value. Therefore, the payment at maturity equals (i) the stated principal amount times the index performance factor of the SPX Index, which is the
worst performing index in this example, plus (ii) any accrued and unpaid interest. In example 5, the SPX Index has declined 60% from its initial index
value, while the RTY Index has declined 70% from its initial index value to its final index value. Therefore, the payment at maturity equals (i) the
stated principal amount times the index performance factor of the RTY Index, which is the worst performing index in this example, plus (ii) any accrued
and unpaid interest.

I f t he fina l inde x va lue of EI T H ER inde x is be low it s re spe c t ive ba rrie r le ve l, you w ill be e x pose d t o t he dow nside
pe rform a nc e of t he w orst pe rform ing inde x a t m a t urit y, a nd your pa ym e nt a t m a t urit y w ill be le ss t ha n $ 5 0 0 pe r
se c urit y a nd c ould be ze ro.



May 2015
Page 11



Fixed to Floating Rate Securities due 2030
Le ve ra ge d CM S Curve Se c urit ie s
Pa ym e nt s on t he Se c urit ie s Ba se d on t he Worst Pe rform ing of t he S& P 5 0 0 ® I nde x a nd t he Russe ll 2 0 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

Historical Information

T he CM S Re fe re nc e I nde x

The following graph sets forth the historical difference between the 30-Year Constant Maturity Swap Rate and the 2-Year Constant
Maturity Swap Rate for the period from January 1, 2000 to May 28, 2015 (the "historical period"). The historical difference between the
30-Year Constant Maturity Swap Rate and the 2-Year Constant Maturity Swap Rate should not be taken as an indication of the future
performance of the CMS reference index. The graph below does not reflect the return the securities would have yielded during the
period presented because it does not take into account the index closing values or the leverage factor. We cannot give you any
assurance that the level of the CMS reference index will be positive on any CMS reference determination date. We obtained the
information in the graph below, without independent verification, from Bloomberg Financial Markets ("USSW"), which closely parallels
but is not necessarily exactly the same as the Reuters Page price sources used to determine the level of the CMS reference index.

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