Obligation Morgan Stanleigh 0.59% ( US61760QMQ46 ) en USD

Morgan Stanleigh

100 % ⇌

Etas-Unis

US61760QMQ46 ( en USD )

0.59% par an ( paiement semestriel )

30/08/2024 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley US61760QMQ46 en USD 0.59%, échue

1 000 USD

3 000 000 USD

61760QMQ4

BBB+ ( Qualité moyenne inférieure )

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 US61760QMQ46, paye un coupon de 0.59% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/08/2024

L'Obligation émise par Morgan Stanleigh ( Etas-Unis ) , en USD, avec le code ISIN US61760QMQ46, 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 US61760QMQ46, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B2 1 dp112027_424b2-ps2387.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Maximum Aggregate

Amount of Registration
Title of Each Class of Securities Offered
Offering Price
Fee
Fixed to Floating Rate Notes due 2024

$3,000,000

$363.60
August 2 0 1 9
Pricing Supplement No. 2,387

Registration Statement No. 333-221595
Dated August 28, 2019
Filed pursuant to Rule 424(b)(2)
Fixed to Floating Rate Notes Based on the Federal Funds Effective Rate due 2024
(U sing a We ight e d Ave ra ge Ca lc ula t ion M e t hod)
As further described below, interest will accrue and be payable on the notes monthly, in arrears, (i) from the original issue date to August 30,
2020: at a rate of 3.00% per annum and (ii) from August 30, 2020 to maturity: at a variable rate per annum equal to the weighted average of the
federal funds effective rate during the applicable interest payment period (calculated in accordance with the specific formula described in this
document) plus 0.50%, subject to the minimum interest rate of 0.10% per annum.
These long-dated notes are designed for investors who are concerned about principal risk and seek the repayment of principal at maturity and
an opportunity to earn interest at a potentially above-market rate in exchange for the risk of earning interest during the floating interest rate
period (as defined below) at a rate that may be below-market and may be as low as the minimum interest rate for each interest payment period
during such period.
The federal funds effective rate is the interest rate at which depository institutions lend reserve balances to other depository institutions overnight
and depends heavily on the target rate set by the Board of Governors of the Federal Reserve System. For further discussion of risks related to
the notes, including risks related to the fact that the interest rate on the notes during the floating interest rate period is based on the weighted
average of the federal funds effective rate, see "Risk Factors" beginning on page 5.
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
Aggre ga t e princ ipa l
$3,000,000
a m ount :
I ssue pric e :
$1,000 per note
St a t e d princ ipa l a m ount :
$1,000 per note
Pric ing da t e :
August 28, 2019
Origina l issue da t e :
August 30, 2019 (2 business days after the pricing date)
M a t urit y da t e :
August 30, 2024
I nt e re st a c c rua l da t e :
August 30, 2019
The payment at maturity per note will be the stated principal amount plus accrued and unpaid interest, if
Pa ym e nt a t m a t urit y:
any
Federal funds effective rate (Bloomberg ticker symbol: FEDL01 Index).
The Bloomberg ticker symbol above is being provided for reference purposes only. The level of the
Re fe re nc e ra t e :
reference rate for any interest determination will be determined as described under "Additional Provisions--
Reference Rate" below.
I nt e re st ra t e :
From and including the original issue date to but excluding August 30, 2020: 3.00% per annum
From and including August 30, 2020 to but excluding the maturity date (the "floating interest rate period"):
The weighted average of the reference rate plus 0.50%; subject to the minimum interest rate,
where:
· "weighted average of the reference rate" = N/ACT;
· "N" = the sum of the reference rates for each calendar day in the applicable interest payment
period; provided that, for any calendar day that is not a New York banking day, the reference rate
for that calendar day shall be the reference rate in effect for the immediately preceding New York
banking day; provided further that the reference rate for any calendar day from and including the
third New York banking day prior to the related interest payment date for any interest payment
period shall be the reference rate in effect for such third New York banking day prior to such
interest payment date; and
· "ACT" = the total number of calendar days in the applicable interest payment period.
Interest for each interest payment period during the floating interest rate period is subject to the minimum
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interest rate of 0.10% per annum.
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 30th calendar day of each month (or, in the case of February, the last calendar day of such month),
beginning September 30, 2019; 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 30th calendar day of each month (or, in the case of February, the last calendar day of such month),
beginning August 30, 2020; provided that such interest reset dates shall not be adjusted for non-business
days.
Da y-c ount c onve nt ion:
30/360
M inim um int e re st ra t e :
0.10% per annum during the floating interest rate period
M a x im um int e re st ra t e :
Not applicable
Re de m pt ion:
Not applicable
Spe c ifie d c urre nc y:
U.S. dollars
CU SI P / I SI N :
61760QMQ4 / US61760QMQ46
Book -e nt ry or c e rt ific a t e d
Book-entry
not e :
Busine ss da y:
New York
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."
Ca lc ula t ion a ge nt :
Morgan Stanley Capital Services LLC
T rust e e :
The Bank of New York Mellon
Est im a t e d va lue on t he
$979.40 per note. See "The Notes" on page 2.
pric ing da t e :
Com m issions a nd issue
pric e :
Pric e t o public
Age nt 's c om m issions(1)
Proc e e ds t o issue r(2)
Pe r not e
$1,000
$7.50
$992.50
T ot a l
$3,000,000
$22,500
$2,977,500
(1) Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of $7.50 for each note they
sell. 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.
(2) See "Use of Proceeds and Hedging" on page 8.
T he not e 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 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 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 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 6 , 2 0 1 7 Prospe c t us da t e d N ove m be r 1 6 , 2 0 1 7
T he not e s a re not de posit s or sa vings a c c ount 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 or inst rum e nt a lit 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 Notes Based on the Federal Funds Effective Rate due 2024
(U sing a We ight e d Ave ra ge Ca lc ula t ion M e t hod)
The Notes

The notes are debt securities of Morgan Stanley. From the original issue date until August 30, 2020, interest on the notes will
accrue and be payable on the notes monthly, in arrears, at 3.00% per annum, and thereafter, during the floating interest rate
period, interest on the notes will accrue and be payable on the notes monthly, in arrears, at a variable rate per annum equal to the
weighted average of the federal funds effective rate during the applicable interest payment period (calculated in accordance with
the specific formula described in this document) plus 0.50%, subject to the minimum interest rate of 0.10% per annum. We
describe the basic features of these notes in the sections of the accompanying prospectus called "Description of Debt Securities--
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Floating Rate Debt Securities" and prospectus supplement called "Description of Notes," subject to and as modified by the
provisions described below. All payments on the notes are subject to the credit risk of Morgan Stanley.

The stated principal amount and issue price of each note is $1,000. This price includes costs associated with issuing, selling,
structuring and hedging the notes, which are borne by you, and, consequently, the estimated value of the notes on the pricing date
is less than the issue price. We estimate that the value of each note on the pricing date is $979.40.

What goes into the estimated value on the pricing date?

In valuing the notes on the pricing date, we take into account that the notes comprise both a debt component and a performance-
based component linked to the federal funds effective rate. The estimated value of the notes is determined using our own pricing
and valuation models, market inputs and assumptions relating to the federal funds effective rate, instruments based on the federal
funds effective rate, 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 notes?

In determining the economic terms of the notes, including the interest rate and the minimum interest rate applicable to each interest
payment period during the floating interest rate period, 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 notes?

The price at which MS & Co. purchases the notes in the secondary market, absent changes in market conditions, including those
related to interest rates and the federal funds effective rate, 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 notes and, if it once chooses to make a market, may cease doing so
at any time.

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(U sing a We ight e d Ave ra ge Ca lc ula t ion M e t hod)
Additional Provisions

Re fe re nc e Ra t e

The reference rate is the federal funds effective rate. The federal funds effective rate is the interest rate at which depository
institutions lend reserve balances to other depository institutions overnight, calculated as a volume-weighted median of transaction-
level data collected from major depository institutions. The Federal Reserve Bank of New York publishes the federal funds effective
rate for the prior business day (defined as any day of the work week other than holidays observed by the Federal Reserve Bank of
New York) on its website at approximately 9:00 a.m. Because the federal funds effective rate is published by the Federal Reserve
Bank of New York based on data received from other sources, we have no control over its determination, calculation or publication.
See "Risk Factors" below. The information contained in this paragraph is based upon the Federal Reserve Bank of New York's
website.

The "federal funds effective rate" means, for any calendar day, the rate for that date for U.S. dollar federal funds as published in
the H.15 Daily Update under the heading "Federal Funds (Effective)" as displayed on Reuters, or any successor service, on page
FEDFUNDS1 or any other page as may replace the applicable page on that service, which is commonly referred to as "Reuters
Page FEDFUNDS1."

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The following procedures will be followed if the federal funds effective rate cannot be determined as described above:

·
If the above rate is not published by 5:00 p.m., New York City time, on the day that is one New York banking day following
such calendar day, the federal funds effective rate will be the rate for that calendar day as published in the H.15 Daily
Update, or other recognized electronic source used for the purpose of displaying the applicable rate, under the heading
"Federal Funds (Effective)."

·
If the above rate is not yet published in the H.15 Daily Update, or other recognized electronic source used for the purpose
of displaying the applicable rate, by 5:00 p.m., New York City time, on the day that is one New York banking day following
such calendar day, the federal funds effective rate for that calendar day will be determined by the calculation agent in good
faith and in a commercially reasonable manner.

N e w Y ork Ba nk ing Da y

New York banking day means any day on which commercial banks are open for general business (including dealings in foreign
exchange and foreign currency deposits) in New York, NY.

August 2019
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Fixed to Floating Rate Notes Based on the Federal Funds Effective Rate due 2024
(U sing a We ight e d Ave ra ge Ca lc ula t ion M e t hod)
Historical Information

The following graph sets forth the historical percentage levels of the reference rate for the period from January 1, 2009 to August
28, 2019. The historical levels of the reference rate should not be taken as an indication of its future performance. In addition, the
following graph does not reflect the return the notes would have yielded during the period presented, in part because it does not
take into account the fact that the interest rate on the notes for each interest payment period during the floating interest rate period
is based on the weighted average of the reference rate during such interest payment period or the 0.50% spread that will apply to
the interest that will accrue on the notes for each such interest payment period. We obtained the information in the graph below
from Bloomberg Financial Markets, without independent verification.

* T he re d line in t he gra ph a bove re pre se nt s t he m inim um int e re st ra t e of 0 .1 0 % pe r a nnum a pplic a ble t o
e a c h int e re st pa ym e nt pe riod during t he floa t ing int e re st ra t e pe riod.

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August 2019
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(U sing a We ight e d Ave ra ge Ca lc ula t ion M e t hod)
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
prospectus. Investors should consult their financial and legal advisers as to the risks entailed by an investment in the notes and the
suitability of the notes in light of their particular circumstances.

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 will affect the trading price of the notes, but it is impossible to predict whether such
levels will rise or fall. There can be no assurance that the reference rate will be positive.

The federal funds effective rate depends heavily on the target rate set by the Board of Governors of the
Fe de ra l Re se rve Syst e m (t he "FRB") a nd t he re c a n be no a ssura nc e t ha t t he FRB w ill not low e r t he
t a rge t ra t e for t he fe de ra l funds e ffe c t ive ra t e during t he t e rm of t he not e s. The federal funds effective rate
depends heavily on the target rate set by the FRB. The current target for the federal funds effective rate is 2.25% to 2.50%.
From December 2009 to December 2015, the target rate was set at 0.00% to 0.25%. There can be no assurance that the FRB
will not lower the target rate for the federal funds effective rate during the term of the notes, which could adversely affect the
value of the notes, the return on the notes and the price at which you can sell such notes.

The interest rate on the notes during the floating interest rate period is based on the daily w eighted
a ve ra ge of t he re fe re nc e ra t e . The interest rate for each interest payment period during the floating interest rate period
will be calculated based on the weighted average of the reference rate for each calendar day during such interest payment
period. As a result, increases in the level of the reference rate for one or more calendar days during an interest payment period
during the floating interest rate period may be moderated, offset or more than offset by lesser increases or decreases in the
level of the reference rate for the other calendar days during such interest payment period. Therefore, the interest rate payable
with respect to an interest payment period during the floating interest rate period may be less than it otherwise would have
been if it had been determined on a single date. Moreover, this average will be calculated for each calendar day and if a
calendar day is not a New York banking day, such as for weekends, the reference rate for such calendar day will be the
reference rate on the immediately preceding New York banking day, which will therefore give greater weight to the reference
rate on Fridays.

In determining the interest rate each interest payment period during the floating interest rate period,
t he re fe re nc e ra t e for a ny c a le nda r da y from a nd inc luding t he t hird N e w Y ork ba nk ing da y prior t o t he
re la t e d int e re st pa ym e nt da t e sha ll be t he re fe re nc e ra t e in e ffe c t for suc h t hird N e w Y ork ba nk ing da y
prior t o suc h int e re st pa ym e nt da t e . For each interest payment period during the floating interest rate period, because
the reference rate for any calendar day from and including the third New York banking day prior to the related interest payment
date shall be the reference rate in effect for such third New York banking day prior to such interest payment date, you will not
receive the benefit of any increase in the reference rate beyond the level in effect for such date in connection with the
determination of the interest payable with respect to such interest payment period, which could adversely impact the amount of
interest payable with respect to that interest payment period.

The amount of interest payable w ith respect to each interest payment period during the floating interest
ra t e pe riod w ill be de t e rm ine d ne a r t he e nd of suc h int e re st pa ym e nt pe riod. As a result, you will not know the
amount of interest payable with respect to each such interest payment period until shortly prior to the related interest payment
date and it may be difficult for you to reliably estimate the amount of interest that will be payable on each such interest
payment date.

Investors are subject to our credit risk, and any actual or anticipated changes to our credit ratings or
c re dit spre a ds m a y a dve rse ly a ffe c t t he m a rk e t va lue of t he not e s. Investors are dependent on our ability to pay
all amounts due on the notes on interest payment dates and at maturity and therefore investors are subject to our credit risk
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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 all of your investment. As a
result, the market value of the notes prior to maturity will 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.

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The price at w hich the notes may be sold prior to maturity w ill depend on a number of factors and may
be subst a nt ia lly le ss t ha n t he a m ount for w hic h t he y w e re origina lly purc ha se d. Some of these factors
include, but are not limited to: (i) actual or anticipated changes in the level of the reference rate, (ii) volatility of the level of the
reference rate, (iii) 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. Generally, the longer the time remaining to maturity and the more tailored the
exposure, the more the market price of the notes will be affected by the other factors described in the preceding sentence.
This can lead to significant adverse changes in the market price of securities like the notes. 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 substantially
less than 100% of the issue price if you are able to sell your notes prior to maturity.

The rate w e are w illing to pay for securities of this type, maturity and issuance size is likely to be low er
t ha n t he ra t e im plie d by our se c onda ry m a rk e t c re dit spre a ds a nd a dva nt a ge ous t o us. Bot h t he low e r
ra t e a nd t he inc lusion of c ost s a ssoc ia t e d w it h issuing, se lling, st ruc t uring a nd he dging t he not e s in t he
origina l issue pric e re duc e t he e c onom ic t e rm s of t he not e s, c a use t he e st im a t e d va lue of t he not e s t o
be le ss t ha n t he origina l issue pric e a nd w ill a dve rse ly a ffe c t se c onda ry m a rk e t pric e s. Assuming no
change in market conditions or any other relevant factors, the prices, if any, at which dealers, including MS & Co., are willing to
purchase the notes in secondary market transactions will likely be significantly lower than the original issue price, because
secondary market prices will exclude the issuing, selling, structuring and hedging-related costs that are included in the original
issue price and borne by you and because the secondary market prices will reflect our secondary market credit spreads and
the bid-offer spread that any dealer would charge in a secondary market transaction of this type, the costs of unwinding the
related hedging transactions as well as other factors.

The inclusion of the costs of issuing, selling, structuring and hedging the notes in the original issue price and the lower rate we
are willing to pay as issuer make the economic terms of the notes less favorable to you than they otherwise would be.

The estimated value of the notes is determined by reference to our pricing and valuation models, w hich
m a y diffe r from t hose of ot he r de a le rs a nd is not a m a x im um or m inim um se c onda ry m a rk e t pric e . These
pricing and valuation models are proprietary and rely in part on subjective views of certain market inputs and certain
assumptions about future events, which may prove to be incorrect. As a result, because there is no market-standard way to
value these types of securities, our models may yield a higher estimated value of the notes than those generated by others,
including other dealers in the market, if they attempted to value the notes. In addition, the estimated value on the pricing date
does not represent a minimum or maximum price at which dealers, including MS & Co., would be willing to purchase your
notes in the secondary market (if any exists) at any time. The value of your notes at any time after the date of this pricing
supplement will vary based on many factors that cannot be predicted with accuracy, including our creditworthiness and
changes in market conditions.

The notes w ill not be listed on any securities exchange and secondary trading may be limited. The notes
will 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 and, if it once chooses to make a market, may cease doing so at any
time. When it does make a market, it will generally do so for transactions of routine secondary market size at prices based on
its estimate of the current value of the notes, taking into account its bid/offer spread, our credit spreads, market volatility, the
notional size of the proposed sale, the cost of unwinding any related hedging positions, the time remaining to maturity and the
likelihood that it will be able to resell the notes. Even if there is a secondary market, it may not provide enough liquidity to
allow you to trade or sell the notes easily. Since other broker-dealers may not 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 willing to transact. If, at any time, MS & Co. were to cease making a market in the notes, it is likely that there would be no
secondary market for the notes. Accordingly, you should be willing to hold your notes to maturity.

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Morgan Stanley & Co. LLC, w hich is a subsidiary of the issuer, has determined the estimated value on
t he pric ing da t e . MS & Co. has determined the estimated value of the notes on the pricing date.

The issuer, its subsidiaries or affiliates may publish research that could affect the market value of the
not e s. T he y a lso e x pe c t t o he dge t he issue r's obliga t ions unde r t he not e s. 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 generally or the
reference rate specifically. 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

August 2019
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(U sing a We ight e d Ave ra ge Ca lc ula t ion M e t hod)
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, w hich is a subsidiary of the issuer, w ill make determinations w ith respect to the
not e s. Any of these determinations made by the calculation agent may adversely affect the payout to investors. Moreover,
certain determinations made by the calculation agent may require it to exercise discretion and make subjective judgments, such
as with respect to the reference rate. These potentially subjective determinations may adversely affect the payout to you on the
notes. For further information regarding these types of determinations, see "Additional Provisions--Reference Rate" and related
definitions.

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Use of Proceeds and Hedging

The proceeds we receive from the sale of the notes will be used for general corporate purposes. We will receive, in aggregate,
$1,000 per note issued, because, when we enter into hedging transactions in order to meet our obligations under the notes, our
hedging counterparty will reimburse the cost of the Agent's commissions. The costs of the notes borne by you and described on
page 2 above comprise the Agent's commissions and the cost of issuing, structuring and hedging the notes.

Supplemental Information Concerning Plan of Distribution; Conflicts of Interest

Selected dealers and their financial advisors will collectively receive from the agent, Morgan Stanley & Co. LLC, a fixed sales
commission of $7.50 for each note they sell.

MS & Co. is our wholly owned subsidiary and it and other subsidiaries of ours expect to make a profit by selling, structuring and,
when applicable, hedging the notes.

MS & Co. will 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 shall be an amount in cash equal to the stated principal amount plus accrued and
unpaid interest.

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Validity of the Notes

In the opinion of Davis Polk & Wardwell 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 will 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
generally, 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, all as stated in the letter of such counsel dated November 16, 2017, which is Exhibit 5-a to the
Registration Statement on Form S-3 filed by Morgan Stanley on November 16, 2017.

August 2019
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Fixed to Floating Rate Notes Based on the Federal Funds Effective Rate due 2024
(U sing a We ight e d Ave ra ge Ca lc ula t ion M e t hod)
Tax Considerations

In the opinion of our counsel, Davis Polk & Wardwell LLP, the notes will be treated as "variable rate debt instruments" for U.S.
federal tax purposes.

If the notes were issued on August 28, 2019, the notes will be treated as "variable debt instruments" providing for a single fixed
rate followed by a single qualified floating rate ("QFR"), as described in the sections of the accompanying prospectus supplement
called "United States Federal Taxation--Tax Consequences to U.S. Holders--Notes--Floating Rate Notes--General" and "--
Floating Rate Notes that Provide for Multiple Rates." Under applicable Treasury Regulations, in order to determine the amount of
qualified stated interest ("QSI") and original issue discount ("OID") in respect of the notes, an equivalent fixed rate debt instrument
must be constructed. The equivalent fixed rate debt instrument is constructed in the following manner: (i) first, the initial fixed rate
is converted to a QFR that would preserve the fair market value of the notes, and (ii) second, each QFR (including the QFR
determined under (i) above) is converted to a fixed rate substitute (which will generally be the value of that QFR as of the issue
date of the notes). The rules under "United States Federal Taxation--Tax Consequences to U.S. Holders--Notes--Discount Notes
--General" must be applied to the equivalent fixed rate debt instrument to determine the amounts of QSI and OID on the notes.
Under this method, the notes may be issued with OID.

Alternatively, if the fixed rate is within 0.25% of the floating rate on the issue date, the notes will instead be treated as "variable rate
debt instruments" providing for a single QFR. In such case, the notes will not be treated as issued with OID and all of the interest
paid on the notes will be treated as QSI.

A U.S. holder is required to include any QSI in income in accordance with the U.S. holder's regular method of accounting for U.S.
federal income tax purposes. U.S. holders will be required to include OID in income for U.S. federal income tax purposes as it
accrues, in accordance with a constant yield method based on a compounding of interest. QSI allocable to an accrual period must
be increased (or decreased) by the amount, if any, which the interest actually accrued or paid during an accrual period (including
the fixed rate payments made during the initial period) exceeds (or is less than) the interest assumed to be accrued or paid during
the accrual period under the equivalent fixed rate debt instrument. For the QSI and the amount of OID (if any) on a note, please
contact Morgan Stanley at [email protected].

If you are a non-U.S. holder, please read the section of the accompanying prospectus supplement called "United States Federal
Taxation--Tax Consequences to Non-U.S. Holders."

Both U.S. and non-U.S. holders should read the section of the accompanying prospectus supplement entitled "United States
Federal Taxation." As discussed therein, withholding rules commonly referred to as "FATCA" apply to certain financial instruments
(including the notes) with respect to payments of amounts treated as interest and to any payment of gross proceeds of a disposition
(including retirement) of such an instrument. However, recently proposed regulations (the preamble to which specifies that
taxpayers are permitted to rely on them pending finalization) eliminate the withholding requirement on payments of gross proceeds
of a taxable disposition (other than amounts treated as "FDAP income," as defined in the accompanying prospectus supplement).
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Y ou should c onsult your t a x a dvise r re ga rding a ll a spe c t s of t he U .S. fe de ra l t a x c onse que nc e s of a n
inve st m e nt in t he not e s, a s w e ll a s a ny t a x c onse que nc e s a rising unde r t he la w s of a ny st a t e , loc a l or non -
U .S. t a x ing jurisdic t ion. M ore ove r, ne it he r t his doc um e nt nor t he a c c om pa nying prospe c t us supple m e nt
a ddre sse s t he c onse que nc e s t o t a x pa ye rs subje c t t o spe c ia l t a x a c c ount ing rule s unde r Se c t ion 4 5 1 (b) of
t he I nt e rna l Re ve nue Code of 1 9 8 6 , a s a m e nde d.

T he disc ussion in t he pre c e ding pa ra gra phs unde r "T a x Conside ra t ions," a nd t he disc ussion c ont a ine d in
t he se c t ion e nt it le d "U nit e d St a t e s Fe de ra l T a x a t ion" in t he a c c om pa nying prospe c t us supple m e nt , insofa r
a s t he y purport t o de sc ribe provisions of U .S. fe de ra l inc om e t a x la w s or le ga l c onc lusions w it h re spe c t
t he re t o, c onst it ut e t he full opinion of Da vis Polk & Wa rdw e ll LLP re ga rding t he m a t e ria l U .S. fe de ra l t a x
c onse que nc e s of a n inve st m e nt in t he not e s.

August 2019
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Fixed to Floating Rate Notes Based on the Federal Funds Effective Rate due 2024
(U sing a We ight e d Ave ra ge Ca lc ula t ion M e t hod)
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 will arrange to send
you the prospectus and the prospectus supplement if you so request by calling toll-free 800-584-6837.

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

Prospe c t us Supple m e nt da t e d N ove m be r 1 6 , 2 0 1 7

Prospe c t us da t e d N ove m be r 1 6 , 2 0 1 7

Terms used but not defined 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.

August 2019
Page 10

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Document Outline

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