Obligation Morgan Stanleigh 9% ( US61760QJD79 ) en USD

Morgan Stanleigh

100 % ▲

Etas-Unis

US61760QJD79 ( en USD )

9% par an ( paiement semestriel )

30/11/2035

Prospectus brochure de l'obligation Morgan Stanley US61760QJD79 en USD 9%, échéance 30/11/2035

1 000 USD

1 000 000 USD

61760QJD7

N/A

30/11/2025 ( Dans 147 jours )

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.

Morgan Stanley a émis une obligation (ISIN : US61760QJD79, CUSIP : 61760QJD7) d'un montant total de 1 000 000 USD, négociée actuellement à 100% de sa valeur nominale, avec un taux d'intérêt de 9%, une maturité fixée au 30 novembre 2035, une fréquence de paiement semestrielle, une taille minimale d'achat de 1 000 USD et non notée par Moody's.

424B2 1 dp61463_424b2-ps659.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 Securities due

$1,000,000

$100.70
2035

(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. 659 to Registration Statement No. 333-200365.
N ove m be r 2 0 1 5

Amendment No. 1 dated November 25, 2015 relating to
Pricing Supplement No. 659
Registration Statement No. 333-200365
Dated November 3, 2015
Filed pursuant to Rule 424(b)(2)
INTEREST RATE STRUCTURED PRODUCTS

Fixed to Floating Rate Securities due 2035
CM S Curve Ra nge Ac c rua l 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 at a rate of (i) in years 1 to 2: 9.00% per annum and (ii) in years 3
to maturity: 9.00% per annum for each day that (A) the 30-Year Constant Maturity Swap Rate ("30CMS") is greater than or equal to
the 2-Year Constant Maturity Swap Rate ("2CMS") and (B) 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 65% of its respective initial index value (which we refer to as the index reference
level). At maturity, if the final index value of e a c h index is gre a t e r t ha n or e qua l t o 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 inde x 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 variable 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 variable 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
$2,000,000
a m ount :
I ssue pric e :
At variable prices
St a t e d princ ipa l
$1,000 per security
a m ount :
Pric ing da t e :
November 3, 2015
Origina l issue da t e :
November 30, 2015 (17 business days after the pricing date)
M a t urit y da t e :
November 30, 2035
I nt e re st a c c rua l da t e :
November 30, 2015
http://www.sec.gov/Archives/edgar/data/895421/000095010315009138/dp61463_424b2-ps659.htm[11/27/2015 3:43:25 PM]

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.
I nt e re st :
From and including the original issue date to but excluding November 30, 2017 (the "fixed interest
rate period"):
9.00% per annum
From and including November 30, 2017 to but excluding the maturity date (the "variable interest rate
period"):
(x) 9.00% per annum times (y) N/ACT; where,
"N" = the total number of calendar days in the applicable interest payment period on which (i) the
level of the CMS reference index is greater than or equal to the CMS reference index strike and (ii)
the index closing value of e a c h 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.
Beginning November 30, 2017, it is possible that you could receive little or no interest on the
securities. If, on any calendar day in the variable interest rate period, the level of the CMS reference
index is less than the CMS reference index strike or the index closing value of either 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. 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 :
$906.70 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
$35
$965
T ot a l
At variable prices
$70,000
$1,930,000
(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 $35 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.

T he se c urit ie s involve risk s not a ssoc ia t e d w it h a n inve st m e nt in ordina ry de bt se c urit ie s.
Se e "Risk Fa c t ors" be ginning on pa ge 1 5 .
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 .
Prospe c t us Supple m e nt da t e d N ove m be r 1 9 , 2 0 1 4 I nde x Supple m e nt da t e d N ove m be r 1 9 , 2 0 1 4 Prospe c t us da t e d
N ove m be r 1 9 , 2 0 1 4
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 .

http://www.sec.gov/Archives/edgar/data/895421/000095010315009138/dp61463_424b2-ps659.htm[11/27/2015 3:43:25 PM]

Terms continued from previous page:
I nt e re st pa ym e nt
Monthly
pe riod:
I nt e re st pa ym e nt pe riodUnadjusted
e nd da t e s:
I nt e re st pa ym e nt da t e s:The 30th calendar day of each month (or, in the case of February, the last calendar day of such
month), beginning December 30, 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.
U nde rlying inde x
With respect to the SPX Index: S&P Dow Jones Indices LLC
publishe r:
With respect to the RTY Index: Russell Investments
CM S re fe re nc e inde x
0.00%
st rik e :
CM S re fe re nc e inde x
Variable interest rate period: The level of the CMS reference index for any day from and including
c ut off:
the third U.S. government securities business day prior to the related interest payment date for any
interest payment period shall be the level of the CMS reference index on such third U.S. government
securities business day prior to such interest payment date.
I nde x re fe re nc e le ve l:
With respect to the SPX Index: 1,357.941, which is 65% of its initial index value
With respect to the RTY Index: 772.7291, which is 65% of its initial index value
I nit ia l inde x va lue :
With respect to the SPX Index: 2,089.14, which is its index closing value on November 24, 2015
With respect to the RTY Index: 1,188.814, which is its index closing value on November 24, 2015
Ba rrie r le ve l:
With respect to the SPX Index: 1,044.57, which is 50% of its initial index value
With respect to the RTY Index: 594.407, 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
The third scheduled business day prior to the maturity date, subject to adjustment due to non-index
da t e :
business days or certain market disruption events.
I nde x c ut off:
Variable interest rate period: 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
The final index value divided by the initial index value
fa c t or:
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
Ea rly re de m pt ion:
Not applicable
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 :
61760QJD7 / US61760QJD79
Book -e nt ry or
Book-entry
c e rt ific a t e d 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.
http://www.sec.gov/Archives/edgar/data/895421/000095010315009138/dp61463_424b2-ps659.htm[11/27/2015 3:43:25 PM]

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.

Fixed to Floating Rate Securities due 2035
CM S Curve Ra nge Ac c rua l 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

Princ ipa l a t Risk Se c urit ie s

The securities are debt securities of Morgan Stanley. In years 1 to 2, the securities pay interest at a rate of 9.00% per annum.
Interest on the securities during the variable interest rate period will accrue for each day that (i) 30CMS is greater than or equal to
2CMS and (ii) 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
65% of its respective initial index value (which we refer to as the index reference level). At maturity, if the final index value of e a c h
index is gre a t e r t ha n or e qua l t o 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 inde x 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 variable 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
$906.70.

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 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.

http://www.sec.gov/Archives/edgar/data/895421/000095010315009138/dp61463_424b2-ps659.htm[11/27/2015 3:43:25 PM]

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 secondary market transaction of this type, the costs of unwinding the related hedging
transactions and other factors.

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.

November 2015
Page 3

Fixed to Floating Rate Securities due 2035
CM S Curve Ra nge Ac c rua l 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

CM S Re fe re nc e I nde x

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 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; provided that for the determination of 30CMS on any calendar day, the "interest
determination date" shall be that calendar day unless that calendar day is not a U.S. government securities business day, in which
case the 30CMS level shall be the 30CMS level on the immediately preceding U.S. government securities business 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 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; provided that for the determination of 2CMS on any calendar day, the "interest
determination date" shall be that calendar day unless that calendar day is not a U.S. government securities business day, in which
case the 2CMS level shall be the 2CMS level on the immediately preceding U.S. government securities business 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.

The level of the CMS reference index for any day from and including the third U.S. government securities business day prior to the
related interest payment date for any interest payment period shall be the level of the CMS reference index in effect on such third
U.S. government securities business day prior to such interest payment date.

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
http://www.sec.gov/Archives/edgar/data/895421/000095010315009138/dp61463_424b2-ps659.htm[11/27/2015 3:43:25 PM]

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, any such affected rate for such day will be determined
on the basis of the mid-market semi-annual 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.

November 2015
Page 4

Fixed to Floating Rate Securities due 2035
CM S Curve Ra nge Ac c rua l 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
I ndic e s

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. S&P has announced that, effective with the September 2015 rebalance, consolidated share class lines
are no longer included in the S&P 500® Index. Each share class line is subject to public float and liquidity criteria individually, but
the company's total market capitalization is used to evaluate each share class line for purposes of determining index membership
eligibility. This may result in one listed share class line of a company being included in the S&P 500® Index while a second listed
share class line of the same company is excluded. 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
http://www.sec.gov/Archives/edgar/data/895421/000095010315009138/dp61463_424b2-ps659.htm[11/27/2015 3:43:25 PM]

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. 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 (other than the day on which the initial index value of an index is determined or the final
determination date) or if any such index 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.

If a market disruption event with respect to an index occurs on the day on which the initial index value of an index is determined or
the final determination date, or if any such date is not an index business day with respect to an index, the relevant date solely with
respect to that affected index shall be the next succeeding index business day with respect to that index on which there is no
market disruption event with respect to that index; provided that if a market disruption event with respect to that index has occurred
on each of the five index business days with respect to that index immediately succeeding any such scheduled date, then (i) such
fifth succeeding index business day shall be deemed to be the relevant date with respect to that affected index, notwithstanding the
occurrence of a market disruption event with respect to that index on such day, and (ii) with respect to any such fifth succeeding
index business day on which a
November 2015
Page 5

Fixed to Floating Rate Securities due 2035
CM S Curve Ra nge Ac c rua l 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
market disruption event occurs with respect to that index, the calculation agent shall determine the index closing value on such fifth
succeeding index business day in accordance with the formula for and method of calculating that index last in effect prior to the
commencement of the market disruption event, using the closing price (or, if trading in the relevant securities has been materially
suspended or materially limited, its good faith estimate of the closing price that would have prevailed but for such suspension or
limitation) at the close of the principal trading session of the relevant exchange on such index business day of each security most
recently constituting that affected index without any rebalancing or substitution of such securities following the commencement of
the market disruption event.

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.

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.

Post pone m e nt of M a t urit y Da t e

If the scheduled final determination date is not an index business day with respect to an index or if a market disruption event
occurs on that day with respect to an index so that the final determination date is postponed and falls less than two business days
prior to the scheduled maturity date, the maturity date of the securities will be postponed to the second business day following that
http://www.sec.gov/Archives/edgar/data/895421/000095010315009138/dp61463_424b2-ps659.htm[11/27/2015 3:43:25 PM]

final determination date, as postponed with respect to an index.

November 2015
Page 6

Fixed to Floating Rate Securities due 2035
CM S Curve Ra nge Ac c rua l 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 va ria ble int e re st ra t e pe riod:

The table below presents examples of hypothetical interest rates at which interest would accrue on the securities during any month
in the variable interest rate period based on "N," which is the total number of calendar days in a monthly interest payment period
on which the level of the CMS reference index is greater than or equal to the CMS reference index strike a nd the index closing
value of e a c h index is greater than or equal to its respective index reference level. The table assumes that the interest payment
period contains 30 calendar days and an interest rate of 9.00% per annum. The example below is for purposes of illustration only
and would provide different results if different assumptions were made. The actual monthly interest payments will depend on the
actual number of calendar days in each interest payment period and the relevant year and the actual level of the CMS reference
index and index closing value of each index on each day. 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.

N
Annua lize d Ra t e of I nt e re st Pa id
0
0.0000%
5
1.5000%
10
3.0000%
15
4.5000%
20
6.0000%
25
7.5000%
30
9.0000%

November 2015
Page 7

Fixed to Floating Rate Securities due 2035
CM S Curve Ra nge Ac c rua l 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 were determined on November
24, 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
http://www.sec.gov/Archives/edgar/data/895421/000095010315009138/dp61463_424b2-ps659.htm[11/27/2015 3:43:25 PM]

H ypot he t ic a l init ia l inde x
With respect to the SPX Index: 2,000
va lue :

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 The stated principal amount plus any accrued and
level)
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
[$1,000 x (800 / 2,000)] + any accrued and unpaid
barrier 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
November 2015
Page 8

Fixed to Floating Rate Securities due 2035
CM S Curve Ra nge Ac c rua l 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 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.

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
http://www.sec.gov/Archives/edgar/data/895421/000095010315009138/dp61463_424b2-ps659.htm[11/27/2015 3:43:25 PM]

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.

November 2015
Page 9

Fixed to Floating Rate Securities due 2035
CM S Curve Ra nge Ac c rua l 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 November 25, 2015. 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. We cannot give you any assurance that the level
of the CMS reference index will be greater than or equal to the CMS reference index strike on any day of any interest payment
period during the variable interest rate period. 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 CMS reference index level.

* T he bold re d line in t he gra ph a bove re pre se nt s t he CM S re fe re nc e inde x st rik e of 0 .0 0 % .

H ist oric a l pe riod

Total number of days in historical period
5,808
Number of days that CMS reference index was greater than or equal to 0.00% 5,795
Number of days that CMS reference index was less than 0.00%
13

The historical performance shown above is not indicative of future performance. The CMS reference index level may in the future
http://www.sec.gov/Archives/edgar/data/895421/000095010315009138/dp61463_424b2-ps659.htm[11/27/2015 3:43:25 PM]

Document Outline

#1">
- #1">