Obligation Morgan Stanleigh 0% ( US61760S1675 ) en USD

Société émettrice Morgan Stanleigh
Prix sur le marché 100 %  ▼ 
Pays  Etas-Unis
Code ISIN  US61760S1675 ( en USD )
Coupon 0%
Echéance 31/01/2024 - Obligation échue



Prospectus brochure de l'obligation Morgan Stanley US61760S1675 en USD 0%, échue


Montant Minimal 1 000 USD
Montant de l'émission 4 360 000 USD
Cusip 61760S167
Notation Standard & Poor's ( S&P ) N/A
Notation Moody's N/A
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 US61760S1675, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/01/2024







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424B2 1 dp43508_424b2-ps1237.htm FORM 424B2

CALCULATION OF REGISTRATION FEE


Maximum Aggregate

Amount of Registration
Title of Each Class of Securities Offered

Offering Price

Fee





Airbag Performance Securities due 2024

$4,360,000

$561.57

Pricing Supplement No. 1,237
Registration Statement No. 333-178081
Dated January 28, 2014
Filed Pursuant to Rule 424(b)(2)
Morgan Stanley $4,360,000 Airbag Performance Securities
Linked to the Russel 2000® Index due January 31, 2024
Principal at Risk Securities
Investment Description
These Airbag Performance Securities (the "Securities") are unsecured and unsubordinated debt securities issued by Morgan Stanley with
returns linked to the performance of the Russell 2000® Index (the "Index"). If the Index Return is greater than zero, Morgan Stanley wil
pay the Principal Amount at maturity plus a return equal to the product of (i) the Principal Amount multiplied by (i ) the Index Return
multiplied by (ii ) the Participation Rate of 130.61%. If the Index Return is less than or equal to zero, but greater than or equal to the
Threshold Percentage of -50%, Morgan Stanley wil repay the ful Principal Amount at maturity. However, if the Index Return is negative
and less than the Threshold Percentage, Morgan Stanley wil pay you less than the Principal Amount at maturity, resulting in a loss on the
Principal Amount to investors of 2% for each 1% additional decline in excess of the Threshold Percentage. These long-dated Securities
are for investors who seek an opportunity to earn an equity index-based return with enhanced growth potential and potential y reduced
downside exposure to the Index at maturity in exchange for the risk of a loss of al or a substantial portion of the Principal Amount and
forgoing current income. Investing in the Securities involves significant risks. You will not receive interest or dividend payments
during the term of the Securities. You may lose some or all of your Principal Amount. The Threshold Percentage is observed
only on the Final Valuation Date and applies at maturity; if you are able to sell the Securities prior to maturity, you may receive
substantially less than the Principal Amount even if the Index Return is not less than the Threshold Percentage at the time of
the sale.
All payments are subject to the credit risk of Morgan Stanley. If Morgan Stanley defaults on its obligations, you could lose
some or all of your investment. These Securities are not secured obligations and you will not have any security interest in, or
otherwise have any access to, any underlying reference asset or assets.
Features

Key Dates*
q Participation in Positive Index Returns: If the Index Return is
Trade Date
January 28, 2014
greater than zero, Morgan Stanley wil pay the Principal

Settlement Date
January 31, 2014
Amount at maturity plus pay a return equal to the Index Return
multiplied by the Participation Rate. If the Index Return is less
Final Valuation Date*
January 25, 2024
than zero, investors may be exposed to the negative Index

Maturity Date*
January 31, 2024
Return at maturity.

q Contingent Downside Market Exposure: If the Index Return
is equal to or less than zero but greater than or equal to the

Threshold Percentage, Morgan Stanley wil pay the Principal
* Subject to postponement in the event of a Market Disruption
Amount at maturity. However, if the Index Return is negative
Event or for non-Index Business Days. See "Postponement of
and less than the Threshold Percentage, Morgan Stanley wil
Final Valuation Date and Maturity Date" under "Additional Terms
pay less than the full Principal Amount, if anything, resulting in
of the Securities."
a loss on the Principal Amount to investors of 2% for each 1%

additional decline in excess of the Threshold Percentage. The
Threshold Percentage is observed only on the Final Valuation


Date and applies at maturity; if you are able to sel the



Securities prior to maturity, you may receive substantial y less
than the Principal Amount even if the Index Return is not less


than the Threshold Percentage at the time of the sale. Any



payment on the Securities, including any repayment of
principal, is subject to the creditworthiness of Morgan Stanley.


THE SECURITIES ARE SIGNIFICANTLY RISKIER THAN CONVENTIONAL DEBT INSTRUMENTS. THE TERMS OF THE SECURITIES
MAY NOT OBLIGATE MORGAN STANLEY TO REPAY THE FULL PRINCIPAL AMOUNT OF THE SECURITIES. THE SECURITIES
CAN HAVE THE FULL DOWNSIDE MARKET RISK OF THE INDEX, WHICH CAN RESULT IN A LOSS OF SOME OR ALL OF YOUR
INVESTMENT AT MATURITY. THIS MARKET RISK IS IN ADDITION TO THE CREDIT RISK INHERENT IN PURCHASING A DEBT
OBLIGATION OF MORGAN STANLEY. YOU SHOULD NOT PURCHASE THE SECURITIES IF YOU DO NOT UNDERSTAND OR ARE
NOT COMFORTABLE WITH THE SIGNIFICANT RISKS INVOLVED IN INVESTING IN THE SECURITIES.
YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED UNDER ``KEY RISKS'' BEGINNING ON PAGE 5 OF THIS PRICING
SUPPLEMENT IN CONNECTION WITH YOUR PURCHASE OF THE SECURITIES. EVENTS RELATING TO ANY OF THOSE RISKS,
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OR OTHER RISKS AND UNCERTAINTIES, COULD ADVERSELY AFFECT THE MARKET VALUE OF, AND THE RETURN ON, YOUR
SECURITIES.
Security Offering
Morgan Stanley is offering Airbag Performance Securities linked to the Russel 2000® Index. The Securities are not subject to a
predetermined maximum gain and, accordingly, any return at maturity wil be determined by the performance of the Index. The Securities
are offered at a minimum investment of 1 Security at the Price to Public listed below.
Downside
Participation
Threshold
Index
Initial Level
Participation Rate
Factor
Percentage
CUSIP
ISIN
Russell 2000®
1,138.24
130.61%
2.0
-50%
61760S167
US61760S1675
Index
See "Additional Information about Morgan Stanley and the Securities" on page 2. The Securities will have the terms set forth in
the accompanying prospectus, prospectus supplement and index supplement and this pricing supplement.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these Securities or
passed upon the adequacy or accuracy of this pricing supplement or the accompanying prospectus supplement, index supplement and
prospectus. Any representation to the contrary is a criminal offense. The Securities are not bank deposits and are not insured by the
Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.
Estimated value on the Trade Date
$904.40 per Security. See "Additional Information about Morgan Stanley and the
Securities" on page 2.
Proceeds to Morgan

Price to Public
Underwriting Discount(1)
Stanley(2)
Per Security
$1,000
$50
$950
Total
$4,360,000
$218,000
$4,142,000
(1) UBS Financial Services Inc., acting as dealer, wil receive from Morgan Stanley & Co. LLC, the agent, a fixed sales commission of $50 for each Security it sel s. For more
information, please see "Supplemental Plan of Distribution; Conflicts of Interest" on page 21 of this pricing supplement.
(2) See "Use of Proceeds and Hedging" on page 19.
The agent for this offering, Morgan Stanley & Co. LLC, is our wholly-owned subsidiary. See "Supplemental Plan of Distribution; Conflicts of Interest" on page 21 of this pricing
supplement.

Morgan Stanley
UBS Financial Services Inc.




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Additional Information about Morgan Stanley and the Securities

Morgan Stanley has filed a registration statement (including a prospectus, as supplemented by a prospectus supplement and an index
supplement) with the SEC for the offering to which this communication relates. In connection with your investment, you should read the
prospectus in that registration statement, the prospectus supplement, the index 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 for free by visiting EDGAR on the SEC website at.www.sec.gov. Alternatively, Morgan Stanley, any underwriter or any
dealer participating in this offering wil arrange to send you the prospectus, the prospectus supplement and the index supplement if you so
request by cal ing tol -free 1-(800)-584-6837.

You may access the accompanying prospectus supplement, index supplement and prospectus on the SEC website at.www.sec.gov as
fol ows:

t
Prospectus supplement dated November 21, 2011:

http://www.sec.gov/Archives/edgar/data/895421/000095010311004876/dp27245_424b2-seriesf.htm

t
Index supplement dated November 21, 2011:

http://www.sec.gov/Archives/edgar/data/895421/000095010311004850/dp27202_424b2.htm

t
Prospectus dated November 21, 2011:

http://www.sec.gov/Archives/edgar/data/895421/000095010311004877/dp27266_424b2-debt.htm

References to "Morgan Stanley," "we," "our" and "us" refer to Morgan Stanley. In this document, the "Securities" refers to the Airbag
Performance Securities that are offered hereby. Also, references to the accompanying "prospectus", "prospectus supplement" and "index
supplement" mean the Morgan Stanley prospectus dated November 21, 2011, the Morgan Stanley prospectus supplement dated
November 21, 2011 and the Morgan Stanley index supplement dated November 21, 2011, respectively.

You should rely only on the information incorporated by reference or provided in this pricing supplement or the accompanying prospectus
supplement, index supplement and prospectus. We have not authorized anyone to provide you with different information. We are not
making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this pricing
supplement or the accompanying prospectus supplement, index supplement and prospectus is accurate as of any date other than the date
on the front of this document.

If the terms discussed in this pricing supplement differ from those discussed in the prospectus supplement, index supplement or
prospectus, the terms contained in this pricing supplement wil control.

The Issue Price of each Security is $1,000. This price includes costs associated with issuing, sel ing, structuring and hedging the
Securities, which are borne by you, and, consequently, the estimated value of the Securities on the Trade Date is less than $1,000. We
estimate that the value of each Security on the Trade Date is $904.40.

What goes into the estimated value on the Trade Date?

In valuing the Securities on the Trade Date, we take into account that the Securities comprise both a debt component and a
performance-based component linked to the Index. The estimated value of the Securities is determined using our own pricing and valuation
models, market inputs and assumptions relating to the Index, instruments based on the Index, volatility and other factors including current
and expected interest rates, as wel 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 Participation Rate, the Threshold Percentage and the Downside
Participation Factor, 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 Trade 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 the Index, may vary from, and be lower than, the estimated value on the Trade Date, because the secondary market price takes
into account our secondary market credit spread as wel as the bid-offer spread that MS & Co. would charge in a secondary market
transaction of this type and other factors. However, because the costs associated with issuing, selling, structuring and hedging the
Securities are not ful y deducted upon issuance, for a period of up to 17 months fol owing the Settlement Date, to the extent that MS & Co.
may buy or sel the Securities in the secondary market, absent changes in market conditions, including those related to the Index, and to
our secondary market credit spreads, it would do so based on values higher than the estimated value. We expect that those higher values
wil also be reflected in your brokerage account statements.
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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.


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Investor Suitability
The Securities may be suitable for you if:

The Securities may not be suitable for you if:


¨ You ful y understand the risks inherent in an investment in the
¨ You do not ful y understand the risks inherent in an
Securities, including the risk of loss of your entire initial
investment in the Securities, including the risk of loss of
investment.
your entire initial investment.


¨ You can tolerate a loss of all or a substantial portion of your
¨ You cannot tolerate a loss of all or a substantial portion of
Principal Amount and are wil ing to make an investment that
your Principal Amount, and you are not wil ing to make an
may have the ful downside market risk of the Index.
investment that may have the ful downside market risk of

the Index.
¨ You are wil ing to hold the Securities to maturity, a term of 10

years, and accept that there may be little or no secondary
¨ You require an investment designed to provide a ful return
market for the Securities.
of principal at maturity.


¨ You believe the Index wil appreciate over the term of the
¨ You are unable or unwil ing to hold the Securities to
Securities and you are wil ing to invest in the Securities
maturity, a term of 10 years, or you seek an investment
based on the Participation Rate of 130.61%.
for which there wil be an active secondary market.


¨ You can tolerate fluctuations of the price of the Securities
¨ You believe that the level of the Index wil decline during the
prior to maturity that may be similar to or exceed the
term of the Securities such that the Index Return is
downside fluctuations in the level of the Index.
negative and less than the Threshold Percentage on the

Final Valuation Date.
¨ You do not seek current income from your investment and

are wil ing to forgo dividends paid on the stocks included in
¨ You are unwil ing to invest in the Securities based on the
the Index.
Participation Rate of 130.61%.


¨ You are wil ing to assume the credit risk of Morgan Stanley,
¨ You prefer the lower risk, and therefore accept the
as issuer of the Securities, and understand that if Morgan
potential y lower returns, of conventional debt securities
Stanley defaults on its obligations you may not receive any
with comparable maturities issued by Morgan Stanley or
amounts due to you including any repayment of principal.
another issuer with a similar credit rating.

¨ You seek current income from your investment or prefer to
receive the dividends paid on the stocks included in the
Index.

¨ You are not wil ing or are unable to assume the credit risk
associated with Morgan Stanley, as issuer of the
Securities, for any payment on the Securities, including
any repayment of principal.
The investor suitability considerations identified above are not exhaustive. Whether or not the Securities are a suitable
investment for you will depend on your individual circumstances, and you should reach an investment decision only after you
and your investment, legal, tax, accounting and other advisors have carefully considered the suitability of an investment in the
Securities in light of your particular circumstances. You should also review "Key Risks" on page 5 of this pricing supplement
and "Risk Factors" beginning on page 5 of the accompanying prospectus for risks related to an investment in the Securities.


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Final Terms

Investment Timeline
Issuer
Morgan Stanley
Issue Price (per
$1,000 per Security
Security)
Principal Amount
$1,000 per Security
Term
10 years
Index
Russel 2000® Index
Threshold Percentage
-50%
Participation Rate
130.61%
Downside Participation 2.0
Factor
Payment at Maturity
If the Index Return is greater than zero,
(per Security)
Morgan Stanley wil pay you an amount
calculated as fol ows:

$1,000 + [$1,000 × (Index Return ×
Participation Rate)]

If the Index Return is less than or equal to
zero but greater than or equal to the
Threshold Percentage, Morgan Stanley wil
pay you a cash payment of:

$1,000 per Security

If the Index Return is negative and less than
the Threshold Percentage, Morgan Stanley wil
pay you an amount calculated as fol ows:

$1,000 + [$1,000 × (Index Return + 50%) x
Downside Participation Factor]

In this case, you could lose up to all of your
Principal Amount.
Index Return
Final Level ­ Initial Level

Initial Level
Initial Level
1,138.24, which is the Closing Level of the Index
on the Trade Date.
Final Level
The Closing Level of the Index on the Final
Valuation Date.
Final Valuation Date
January 25, 2024, subject to postponement in the
event of a Market Disruption Event or for
non-Index Business Days.
CUSIP / ISIN
61760S167 / US61760S1675
Calculation Agent
Morgan Stanley & Co. LLC

INVESTING IN THE SECURITIES INVOLVES SIGNIFICANT RISKS. YOU MAY LOSE YOUR ENTIRE PRINCIPAL AMOUNT. ANY
PAYMENT ON THE SECURITIES IS SUBJECT TO THE CREDITWORTHINESS OF MORGAN STANLEY. IF MORGAN STANLEY
WERE TO DEFAULT ON ITS PAYMENT OBLIGATIONS, YOU MAY NOT RECEIVE ANY AMOUNTS OWED TO YOU UNDER THE
SECURITIES AND YOU COULD LOSE YOUR ENTIRE INVESTMENT.


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Key Risks

An investment in the Securities involves significant risks. Some of the risks that apply to the Securities are summarized here, but we urge
you to also read the "Risk Factors" section of the accompanying prospectus. You should also consult your investment, legal, tax,
accounting and other advisers in connection with your investment in the Securities.

¨
The Securities do not guarantee any return of principal ­ The terms of the Securities differ from those of ordinary debt
securities in that Morgan Stanley is not necessarily obligated to repay any of the Principal Amount at maturity. If the Index Return is
negative and less than the Threshold Percentage on the Final Valuation Date, you wil be exposed to the negative Index Return and
the payout owed at maturity by Morgan Stanley wil be an amount in cash that is less than the $1,000 Principal Amount of each
Security, resulting in a loss on the Principal Amount of 2% for each 1% additional decline in excess of the Threshold
Percentage. There is no minimum payment at maturity on the Securities, and, accordingly, you could lose all of your Principal
Amount in the Securities.

¨
You may incur a loss on your investment if you sell your Securities prior to maturity ­ The Threshold Percentage is observed
on the Final Valuation Date and applies only at maturity. If you are able to sel your Securities in the secondary market prior to
maturity, you may have to sel them at a loss relative to your initial investment even if the return of the Index is not less than the
Threshold Percentage at that time.

¨
The Participation Rate applies only if you hold the Securities to maturity ­ You should be wil ing to hold your Securities to
maturity. If you are able to sel your Securities prior to maturity in the secondary market, the price you receive wil likely not reflect
the ful economic value of the Participation Rate or the Securities themselves, and the return you realize may be less than the Index's
return even if such return is positive. You can receive the ful benefit of the Participation Rate from Morgan Stanley only if you hold
your Securities to maturity.

¨
The Securities are subject to the credit risk of Morgan Stanley, and any actual or anticipated changes to its credit ratings
or credit spreads may adversely affect the market value of the Securities ­ You are dependent on Morgan Stanley's ability to
pay all amounts due on the Securities at maturity, and therefore you are subject to the credit risk of Morgan Stanley. If Morgan
Stanley defaults on its obligations under the Securities, your investment would be at risk and you could lose some or al of your
investment. As a result, the market value of the Securities prior to maturity wil be affected by changes in the market's view of
Morgan Stanley's creditworthiness. Any actual or anticipated decline in Morgan Stanley's credit ratings or increase in the credit
spreads charged by the market for taking Morgan Stanley credit risk is likely to adversely affect the market value of the Securities.

¨
The Securities do not pay interest ­ Morgan Stanley wil not pay any interest with respect to the Securities over the term of the
Securities.

¨
Market price of the Securities may be influenced by many unpredictable factors ­ Several factors, many of which are beyond
our control, wil influence the value of the Securities in the secondary market and the price at which MS & Co. may be wil ing to
purchase or sel the Securities in the secondary market (if at all), including:


o
the value of the Index at any time,


o
the volatility (frequency and magnitude of changes in value) of the Index,


o
interest and yield rates in the market,


o
geopolitical conditions and economic, financial, political, regulatory or judicial events that affect the Index or stock markets
generally and which may affect the Initial Level and/or the Final Level,


o
the time remaining until the Securities mature, and


o
any actual or anticipated changes in our credit ratings or credit spreads.

Some or al of these factors wil influence the price that you wil receive if you are able to sel your Securities prior to
maturity. General y, the longer the time remaining to maturity, the more the market price of the Securities wil be affected by the
other factors described above. For example, you may have to sel your Securities at a substantial discount from the principal amount
of $1,000 per Security if the value of the Index at the time of sale is at or below or moderately above its Initial Level, and especially
if the Index Return is negative and is near, equal to or less than the Threshold Percentage, or if market interest rates rise. You
cannot predict the future performance of the Index based on its historical performance.

¨
The amount payable on the Securities is not linked to the level of the Index at any time other than the Final Valuation Date
­ The Final Level wil be based on the Closing Level of the Index on the Final Valuation Date, subject to postponement for non-Index
Business Days and certain Market Disruption Events. Even if the level of the Index appreciates prior to the Final Valuation Date but
then drops by the Final Valuation Date, the Payment at Maturity may be significantly less than it would have been had the Payment at
Maturity been linked to the level of the Index prior to such drop. Although the actual level of the Index on the stated Maturity Date or
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at other times during the term of the Securities may be higher than the Final Level, the Payment at Maturity wil be based solely on
the Closing Level of the Index on the Final Valuation Date as compared to the Initial Level.


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¨
Investing in the Securities is not equivalent to investing in the Index or the stocks composing the Index ­ Investing in the
Securities is not equivalent to investing in the Index or the stocks that constitute the Index. Investors in the Securities wil not have
voting rights or rights to receive dividends or other distributions or any other rights with respect to the stocks that constitute the
Index.

¨
The Securities are linked to the Russell 2000® Index and are subject to risks associated with small-capitalization
companies -- The Russell 2000® Index consists of stocks issued by companies with relatively smal market capitalization. These
companies often have greater stock price volatility, lower trading volume and less liquidity than large-capitalization companies and
therefore the Index may be more volatile than that of indices that consist of stocks issued by large-capitalization companies. Stock
prices of small-capitalization companies are also more vulnerable than those of large-capitalization companies to adverse business
and economic developments, and the stocks of smal -capitalization companies may be thinly traded. In addition, smal capitalization
companies are typical y less wel -established and less stable financial y than large-capitalization companies and may depend on a
small number of key personnel, making them more vulnerable to loss of personnel. Such companies tend to have smaller revenues,
less diverse product lines, smal er shares of their product or service markets, fewer financial resources and less competitive
strengths than large-capitalization companies and are more susceptible to adverse developments related to their products.

¨
The rate we are willing to pay for securities of this type, maturity and issuance size is likely to be lower than the rate
implied by our secondary market credit spreads and advantageous to us. Both the lower rate and the inclusion of costs
associated with issuing, selling, structuring and hedging the Securities in the Issue Price reduce the economic terms of
the Securities, cause the estimated value of the Securities to be less than the Issue Price and will adversely affect
secondary market prices. Assuming no change in market conditions or any other relevant factors, the prices, if any, at which
dealers, including MS & Co., may be wil ing to purchase the Securities in secondary market transactions wil likely be significantly
lower than the Issue Price, because secondary market prices wil exclude the issuing, sel ing, structuring and hedging-related costs
that are included in the Issue Price and borne by you and because the secondary market prices wil reflect our secondary market
credit spreads and the bid-offer spread that any dealer would charge in a secondary market transaction of this type as wel as other
factors.

The inclusion of the costs of issuing, sel ing, structuring and hedging the Securities in the Issue Price and the lower rate we are
wil ing to pay as issuer make the economic terms of the Securities less favorable to you than they otherwise would be.

However, because the costs associated with issuing, sel ing, structuring and hedging the Securities are not ful y deducted upon
issuance, for a period of up to 17 months fol owing the Settlement Date, to the extent that MS & Co. may buy or sel the Securities in
the secondary market, absent changes in market conditions, including those related to the Index, and to our secondary market credit
spreads, it would do so based on values higher than the estimated value, and we expect that those higher values wil also be
reflected in your brokerage account statements.


The estimated value of the Securities is determined by reference to our pricing and valuation models, which may differ
from those of other dealers and is not a maximum or minimum secondary market price. 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 Securities than those generated by others, including other dealers in the market, if they
attempted to value the Securities. In addition, the estimated value on the Trade Date does not represent a minimum or maximum
price at which dealers, including MS & Co., would be wil ing to purchase your Securities in the secondary market (if any exists) at
any time. The value of your Securities at any time after the date of this pricing supplement wil vary based on many factors that
cannot be predicted with accuracy, including our creditworthiness and changes in market conditions. See also "Market price of the
Securities may be influenced by many unpredictable factors" above.

¨
Adjustments to the Index could adversely affect the value of the Securities ­ The index publisher of the Index is responsible for
calculating and maintaining the Index. The index publisher may add, delete or substitute the stocks constituting the Index or make
other methodological changes required by certain corporate events relating to the stocks constituting the Index, such as stock
dividends, stock splits, spin-offs, rights offerings and extraordinary dividends, that could change the value of the Index. The index
publisher may discontinue or suspend calculation or publication of the Index at any time. In these circumstances, the Calculation
Agent wil have the sole discretion to substitute a Successor Index that is comparable to the discontinued Index, and is permitted to
consider indices that are calculated and published by the Calculation Agent or any of its affiliates. Any of these actions could
adversely affect the value of the Index and, consequently, the value of the Securities.

¨
The Securities will not be listed on any securities exchange and secondary trading may be limited ­ The Securities wil not
be listed on any securities exchange. Therefore, there may be little or no secondary market for the Securities. 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. When
it does make a market, it wil generally do so for transactions of routine secondary market size at prices based on its estimate of the
current value of the Securities, 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 resel the Securities. Even if there is a secondary market, it may


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