Obligation Morgan Stanleigh 7.5% ( US61761JEZ84 ) en USD

Morgan Stanleigh

100 % ▼

Etas-Unis

US61761JEZ84 ( en USD )

7.5% par an ( paiement semestriel )

28/04/2028

Prospectus brochure de l'obligation Morgan Stanley US61761JEZ84 en USD 7.5%, échéance 28/04/2028

1 000 USD

2 698 000 USD

61761JEZ8

N/A

28/10/2025 ( Dans 114 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 : US61761JEZ84, CUSIP : 61761JEZ8) de 2 698 000 USD, négociée actuellement à 100% du pair, avec un taux d'intérêt de 7,5%, échéant le 28/04/2028, payable semestriellement, et dont la taille minimale d'achat est de 1 000 USD (non notée par Moody's).

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424B2 1 dp37871_424b2-ps705.htm FORM 424B2

CALCULATION OF REGISTRATION FEE

Title of Each Class of
Maximum Aggregate Offering

Securities Offered

Price

Amount of Registration Fee
Contingent Income Buffered Securities due 2028
$2,698,000
$368.01

April 2013
Pricing Supplement No. 705
Registration Statement No. 333-178081
Dated April 25, 2013
Filed pursuant to Rule 424(b)(2)
STRUCTURED INVESTMENTS

Opportunities in U.S. Equities
Contingent Income Buffered Securities due April 28, 2028
With the Coupon and Payment at Maturity Subject to the Performance of the S&P 500® Index
Unlike ordinary debt securities, the Contingent Income Buffered Securities due April 28, 2028, With the Coupon and Payment at Maturity Subject to the
Performance of the S&P 500® Index, which we refer to as the securities, do not provide for the regular payment of interest or guarantee the return of any
principal at maturity. Instead, the securities offer the opportunity for investors to earn a contingent monthly coupon but only if the index closing value of the
S&P 500® Index on the applicable monthly determination date is greater than or equal to 75% of the initial index value, which we refer to as the coupon
barrier level. If the index closing value is less than the coupon barrier level on any determination date, you wil not receive any contingent monthly coupon fo
that monthly period. As a result, investors must be wil ing to accept the risk of not receiving any contingent monthly coupon during the entire fifteen-year te
of the securities. At maturity, if the final index value is greater than or equal to 50% of the initial index value, investors wil receive the stated principal amou
of the securities and, if the final index value is also greater than or equal to the coupon barrier level, the contingent monthly coupon with respect to the final
determination date. However, if the final index value is less than 50% of the initial index value, investors wil lose 2% of principal for every 1% decline in the
final index value from the initial index value beyond the buffer amount of 50%. This amount wil be less than the stated principal amount of the securities and
could be zero. Accordingly, investors may lose up to their entire initial investment in the securities. Investors wil not participate in any appreciation
of the S&P 500® Index. These long-dated securities are for investors who seek an opportunity to earn interest at a potential y above-market rate in
exchange for the risk of losing their principal and the risk of receiving no contingent monthly coupon when the S&P 500® Index on the related determination
date closes below the coupon barrier level. The securities are senior unsecured obligations of Morgan Stanley, issued as part of Morgan Stanley's Series
Global Medium-Term Notes program. Al payments on the securities are subject to the credit risk of Morgan Stanley.
FINAL TERMS
Issuer:
Morgan Stanley
Underlying index:
S&P 500® Index
Aggregate principal amount:
$2,698,000
Stated principal amount:
$1,000 per security
Issue price:
$1,000 per security (see "Commissions and issue price" below)
Pricing date:
April 25, 2013
Original issue date:
April 30, 2013 (3 business days after the pricing date)
Maturity date:
April 28, 2028
Contingent monthly coupon:
· If, on any determination date, the index closing value on such date is greater than or equal to the coupon barrier level, we
will pay a contingent monthly coupon at an annual rate of 7.50% (corresponding to $6.25 per month) per security on the
related contingent coupon payment date.
The contingent monthly coupon, if any, payable on each contingent coupon payment date is fixed at $6.25 per stated
principal amount, regardless of the number of actual days in such monthly period.
· If, on any determination date, the index closing value on such date is less than the coupon barrier level, no contingent
monthly coupon will be paid with respect to that determination date.
Payment at maturity:
· If the final index value is greater than or equal to 50% of
the stated principal amount and, if the final index value is also
the initial index value, meaning the final index value has
greater than or equal to the coupon barrier level, the contingent
increased, remained unchanged, or decreased by an
monthly coupon with respect to the final determination date
amount less than or equal to the buffer amount of 50%,
from the initial index value:

· If the final index value is less than 50% of the initial index
$1,000 + [$1,000 x (index percent change + 50%) x downside
value, meaning the final index value has decreased by
factor]
more than the buffer amount of 50% from the initial index

value:
Under these circumstances, you will lose some or all of your
investment in the securities.
Index percent change:
(final index value initial index value) / initial index value
Coupon barrier level:
1,188.87, which is equal to 75% of the initial index value
Buffer amount:
50%
Downside factor:
2
Initial index value:
1,585.16, which is the index closing value of the underlying index on the pricing date
Final index value:
The index closing value of the underlying index on the final determination date
Determination dates:
The third business day preceding the related contingent coupon payment date, subject to postponement due to non-index
business days or certain market disruption events. See "Postponement of determination dates" below.
Contingent coupon payment dates:
The 28th day of each month, beginning May 28, 2013, subject to postponement due to non-index business days or certain
market disruption events. See "Postponement of contingent coupon payment dates and maturity date" below.
CUSIP / ISIN:
61761JEZ8 / US61761JEZ84
Listing:
The securities will not be listed on any securities exchange.
Agent:
Morgan Stanley & Co. LLC ("MS & Co."), a wholly-owned subsidiary of Morgan Stanley. See "Supplemental information
regarding plan of distribution; conflicts of interest."
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Commissions and issue price:
Price to public(1)
Agent's commissions(2)
Proceeds to issuer
Per security
$1,000
$35
$965
Total
$2,698,000
$94,430
$2,603,570
(1) The price to public for investors purchasing the securities in fee-based advisory accounts will be $970 per security.
(2) Selected dealers and their financial advisors will collectively receive from the agent, MS & Co., a fixed sales commission of $35 for each security they sell; provided that dealers selling to
investors purchasing the securities in fee-based advisory accounts will receive a sales commission of $5 per security. See "Supplemental information regarding plan of distribution;
conflicts of interest." For additional information, see "Plan of Distribution (Conflicts of Interest)" in the accompanying prospectus supplement.

The securities involve risks not associated with an investment in ordinary debt securities. See "Risk Factors" beginning on page 4.

The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this pricing
supplement or the accompanying prospectus supplement, index supplement and prospectus is truthful or complete. 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.

You should read this pricing supplement together with the related prospectus supplement, index supplement and prospectus, each of which can be
accessed via the hyperlinks below. Please also see "Additional Information About the Securities" at the end of this pricing supplement.

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

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Contingent Income Buffered Securities due April 28, 2028
With the Coupon and Payment at Maturity Subject to the Performance of the S&P 500® Index

Investment Summary

The Contingent Income Securities due April 28, 2028, With the Coupon and Payment at Maturity Subject to the Performance of the S&P 500® Index, which we refer to as
the securities, provide an opportunity for investors to earn a contingent monthly coupon at an annual rate of 7.50% (corresponding to $6.25 per month) per security but
only if the index closing value of the underlying index on the applicable monthly determination date is greater than or equal to 75% of the initial index value, which we
refer to as the coupon barrier level. The contingent monthly coupon, if any, will be payable monthly on the contingent coupon payment date, which is the 28th day of each
month, beginning May 28, 2013; provided that if any such day is not a business day, that contingent monthly coupon will be paid on the next succeeding business day,
and no adjustment will be made to any contingent monthly coupon paid on that succeeding business day. It is possible that the index closing value of the underlying index
could remain below the coupon barrier level for extended periods of time or even throughout the entire term of the securities so that you may receive few or no contingent
monthly coupons during the entire fifteen-year term of the securities.

If the final index value is greater than or equal to 50% of the initial index value, the payment at maturity will be the stated principal amount and, if the final index value is
also greater than or equal to the coupon barrier level, the contingent monthly coupon with respect to the final determination date. However, if the final index value is less
than 50% of the initial index value, meaning the final index value has decreased by more than the buffer amount of 50% from the initial index value, investors will lose 2%
of principal for every 1% decline in the final index value from the initial index value beyond the buffer amount of 50%. Under this scenario, the value of any such payment
will be less than the stated principal amount of the securities and could be zero. Investors in the securities must be willing to accept the risk of losing their entire principal
and also the risk of not receiving any contingent monthly coupons. In addition, investors will not participate in any appreciation of the underlying index.

Morgan Stanley clients may contact their local Morgan Stanley branch office or our principal executive offices at 1585 Broadway, New York, New York 10036 (telephone
number (212) 761-4000).

Key Investment Rationale

The securities do not guarantee any repayment of principal at maturity and offer investors an opportunity to earn a contingent monthly coupon at an annual rate of 7.50%
per annum of the stated principal amount but only if the index closing value on the applicable monthly determination date is greater than or equal to 75% of the initial
index value, which we refer to as the coupon barrier level. The payment at maturity will vary depending on the final index value, as follows:

Upside Scenario: A contingent monthly This scenario assumes that the underlying index closes at or above the coupon barrier level on some or all of the monthly
coupon is paid for some or all monthly
determination dates. In this scenario, investors receive the contingent monthly coupon with respect to each such
periods and you receive your principal
determination date. At maturity, the underlying index closes at or above 50% of the initial index value, and investors receive
back at maturity
the stated principal amount and, if the final index value is also greater than the coupon barrier level, the contingent monthly
coupon with respect to the final determination date. Investors will not participate in any appreciation in the value of the
underlying index from the initial index value, and the return on the securities will be limited to the contingent monthly
coupons, if any, that are paid on the securities.
Downside Scenario: No contingent
This scenario assumes that the underlying index closes below the coupon barrier level on all or nearly all of the monthly
monthly coupon is paid during the term
determination dates. In this scenario, investors do not receive any contingent monthly coupons, or receive contingent
of the securities, or the contingent
monthly coupons for only a limited number of contingent coupon payment dates. At maturity, the underlying index has
monthly coupon is paid for only a limited
decreased by more than the buffer amount of 50% from its initial value. Therefore, investors do not receive the contingent
number of monthly periods, and your
monthly coupon for the last monthly period and lose 2% of principal for every 1% decline in the final index value from the
payment at maturity is exposed to the
initial index value beyond the buffer amount of 50%. The payment at maturity is less than the stated principal amount of the
negative performance of the underlying
securities and could be zero.
index

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Contingent Income Buffered Securities due April 28, 2028
With the Coupon and Payment at Maturity Subject to the Performance of the S&P 500® Index

S&P 500® Index Summary

The S&P 500® Index, which is calculated, maintained and published by Standard & Poor's Financial Services LLC ("S&P"), consists of 500 component
stocks selected to provide a performance benchmark for the U.S. equity markets. The calculation of the S&P 500® 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.

Information as of market close on April 25, 2013:

Bloomberg Ticker Symbol:
SPX
Current Index Value:
1,585.16
52 Weeks Ago:
1,390.69
52 Week High (on 4/11/2013):
1,593.37
52 Week Low (on 6/1/2012):
1,278.04

For additional information about the S&P 500® Index, see the information set forth under "S&P 500® Index" in the accompanying index
supplement. Furthermore, for additional historical information, see "S&P 500® Index Overview," beginning on page 10 of this pricing supplement.

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Contingent Income Buffered Securities due April 28, 2028
With the Coupon and Payment at Maturity Subject to the Performance of the S&P 500® Index

Risk Factors

The following is a non-exhaustive list of certain key risk factors for investors in the securities. For further discussion of these and other risks, you
should read the section entitled "Risk Factors" in the accompanying index supplement and 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 the return of any principal. The terms of the securities differ from those of ordinary debt securities in that the
securities do not guarantee the payment of regular interest or the return of any of the principal amount at maturity. Instead, if the final index value is
less than 50% of the initial index value, meaning the final index value has decreased by more than the buffer amount of 50% from the initial index value,
you wil lose 2% of your principal for every 1% decline in the value of the underlying index over the term of the securities beyond the buffer amount of
50%. Under this scenario, the value of the payment at maturity wil be less than the stated principal amount and could be zero.

§ You will not receive any contingent monthly coupon for any monthly period where the index closing value on the related determination
date is less than the coupon barrier level. You wil receive a contingent monthly coupon with respect to a monthly period only if the index closing
value on the related determination date is greater than or equal to the coupon barrier level of 75% of the initial index value. If the index closing value
remains below the coupon barrier level on each determination date over the term of the securities, you wil not receive any contingent monthly
coupons.

§ Investors will not participate in any appreciation in the value of the underlying index. Investors wil not participate in any appreciation in the
value of the underlying index from the initial index value, and the return on the securities wil be limited to the contingent monthly coupons, if any, that
are paid on the securities. For example, if on the final determination date, the underlying index has appreciated 25% from the initial index value, the
payment at maturity would be limited to the stated principal amount of $1,000 and the contingent monthly coupon of $6.25 per security. Under this
scenario, although the underlying index has substantial y increased, your payment at maturity is not correspondingly increased and at maturity, the
securities provide for only the payment of your initial investment and the contingent monthly coupon.

§ The contingent monthly coupon, if any, is paid on a monthly basis and is based solely on the index closing value of the underlying index
on the specified determination dates. Whether the contingent monthly coupon wil be paid with respect to a determination date wil be based on the
index closing value on such date. As a result, you wil not know whether you wil receive the contingent monthly coupon until the related determination
date. Moreover, because the contingent monthly coupon is based solely on the index closing value on a specific determination date, if such index
closing value is less than the coupon barrier level, you wil not receive any contingent monthly coupon with respect to such determination date, even if
the index closing value of the underlying index was higher on other days during the term of the securities.

§ The market price will 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. We expect that general y the level of interest rates available in the market and the value of the underlying index on any day, including in
relation to the coupon barrier level, wil affect the value of the securities more than any other factors. Other factors that may influence the value of the
securities include:

o
the volatility (frequency and magnitude of changes in value) of the S&P 500® Index,

o
whether the index closing value of the S&P 500® Index is currently or has been below the coupon barrier level on any determination date,

o
geopolitical conditions and economic, financial, political, regulatory or judicial events that affect the component stocks of the underlying
index or securities markets generally and which may affect the value of the underlying index,

o
dividend rates on the securities underlying the S&P 500® Index,

o
the time remaining until the securities mature,

o
interest and yield rates in the market,

o
the availability of comparable instruments,

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With the Coupon and Payment at Maturity Subject to the Performance of the S&P 500® Index

o
the composition of the S&P 500® Index and changes in the constituent stocks of such index, 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 sel your securities prior to maturity. For example, you may have to sel
your securities at a substantial discount from the stated principal amount of $1,000 per security if the value of the S&P 500® Index at the time of sale
is below the coupon barrier level or if market interest rates rise.

You cannot predict the future performance of the S&P 500® Index based on its historical performance. The value of the underlying index may decrease
and be below the coupon barrier level on each determination date so that you wil receive no contingent monthly coupons, and the value of the
underlying index may decrease and be below 50% of the initial index value on the final determination date so that you wil lose some or all of your
investment. There can be no assurance that the index closing value of the underlying index wil be greater than or equal to the coupon barrier level on
any determination date so that you wil receive any contingent monthly coupon during the term of the securities, or that it wil be greater than or equal
to 50% of the initial index value on the final determination date so that you do not suffer a loss on your initial investment in the securities. See "S&P
500® Index Overview" below.

§ 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
on each contingent coupon payment date or at maturity, and therefore you are subject to the credit risk of Morgan Stanley. The securities are not
guaranteed by any other entity. 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.

§ Not equivalent to investing in the underlying index. Investing in the securities is not equivalent to investing in the underlying index or its component
stocks. Investors in the securities wil not have voting rights or rights to receive dividends or other distributions or any other rights with respect to
stocks that constitute the underlying index, and investors wil not participate in any appreciation of the underlying index over the term 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. Even if there is a secondary market, it may not provide enough liquidity to al ow you to trade or sel the securities easily. Because
we do not expect that other broker-dealers wil participate significantly in the secondary market for the securities, the price at which you may be able
to trade your securities is likely to depend on the price, if any, at which MS & Co. is wil ing to transact. If, at any time, MS & Co. were not to make a
market in the securities, it is likely that there would be no secondary market for the securities. Accordingly, you should be willing to hold your
securities to maturity.

§ The inclusion of commissions and projected profit from hedging in the original issue price is likely to adversely affect secondary market
prices. Assuming no change in market conditions or any other relevant factors, the price, if any, at which MS & Co. is wil ing to purchase the
securities at any time in secondary market transactions wil likely be significantly lower than the original issue price, since secondary market prices are
likely to exclude commissions paid with respect to the securities and the cost of hedging our obligations under the securities that are included in the
original issue price. The cost of hedging includes the projected profit that our subsidiaries may realize in consideration for assuming the risks inherent
in managing the hedging transactions. These secondary market prices are also likely to be reduced by the costs of unwinding the related hedging
transactions. Our subsidiaries may realize a profit from the expected hedging activity even if investors do not receive a favorable investment return
under the terms of the securities or in any secondary market transaction. In addition, any secondary market prices may differ from values determined
by pricing models used by MS & Co., as a result of dealer discounts, mark-ups or other transaction costs.

§ Hedging and trading activity by our subsidiaries could potentially affect the value of the securities. One or more of our subsidiaries have
carried out, and wil continue to carry out, hedging activities related to the securities (and to other instruments linked to the underlying index or its
component stocks), including trading in the stocks that constitute the underlying index as wel as in other instruments related to the underlying
index. Some of our subsidiaries also trade the stocks that constitute the underlying index and other financial instruments related to the underlying
index on a regular basis

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Contingent Income Buffered Securities due April 28, 2028
With the Coupon and Payment at Maturity Subject to the Performance of the S&P 500® Index

as part of their general broker-dealer and other businesses. Any of these hedging or trading activities on or prior to the pricing date could have
increased the initial index value and, therefore, could have increased (i) the coupon barrier level, which is the value at or above which the underlying
index must close on each determination date so that you receive a contingent monthly coupon on the securities and (ii) the value at or above which the
underlying index must close on the final determination date so that you are not exposed to the negative performance of the underlying index at
maturity. Additional y, such hedging or trading activities during the term of the securities could potential y affect the value of the underlying index on the
determination dates and accordingly, the payout to you at maturity and whether we pay a contingent monthly coupon on the securities.

§ The calculation agent, which is a subsidiary of the issuer, will make determinations with respect to the securities. As calculation agent, MS
& Co. has determined the initial index value and the coupon barrier level, and wil determine the index closing value on each determination date,
including the final index value, whether the contingent monthly coupon wil be paid on each contingent coupon payment date, whether a market
disruption event has occurred, and the payment that you wil receive at maturity, if any. Any of these determinations made by MS & Co. in its capacity
as calculation agent, including with respect to the occurrence or non-occurrence of market disruption events and the selection of a successor index or
calculation of the index closing value in the event of a market disruption event or discontinuance of the underlying index, may adversely affect the
payout to you at maturity and whether we pay a contingent monthly coupon.

§ Adjustments to the underlying index could adversely affect the value of the securities. The publisher of the underlying index may add, delete
or substitute the component stocks of the underlying index or make other methodological changes that could change the value of the underlying
index. Any of these actions could adversely affect the value of the securities. The publisher of the underlying index may also discontinue or suspend
calculation or publication of the underlying index at any time. In these circumstances, MS & Co., as the calculation agent, wil have the sole discretion
to substitute a successor index that is comparable to the discontinued index. MS & Co. could have an economic interest that is different than that of
investors in the securities insofar as, for example, MS & Co. is permitted to consider indices that are calculated and published by MS & Co. or any of
its affiliates. If MS & Co. determines that there is no appropriate successor index on any determination date, the determination of whether the
contingent monthly coupon wil be payable on the securities on the applicable contingent coupon payment date or the determination of the payment at
maturity, as applicable, wil be based on whether the value of the underlying index based on the closing prices of the stocks constituting the underlying
index at the time of such discontinuance, without rebalancing or substitution, computed by MS & Co. as calculation agent in accordance with the
formula for calculating the underlying index last in effect prior to such discontinuance is less than the coupon barrier level or 50% of the initial index
value, as applicable.

§ The U.S. federal income tax consequences of an investment in the securities are uncertain. There is no direct legal authority as to the proper
treatment of the securities for U.S. federal income tax purposes, and, therefore, significant aspects of the tax treatment of the securities are
uncertain.

Please read the discussion under "Additional Provisions--Tax considerations" in this pricing supplement concerning the U.S. federal income tax
consequences of an investment in the securities. We intend to treat a security for U.S. federal income tax purposes as a single financial contract that
provides for a contingent monthly coupon that wil be treated as gross income to you at the time received or accrued in accordance with your regular
method of tax accounting. We do not plan to request a ruling from the Internal Revenue Service (the "IRS") regarding the tax treatment of the
securities, and the IRS or a court may not agree with the tax treatment described herein. If the IRS were successful in asserting an alternative
treatment for the securities, the timing and character of income or loss on the securities might differ significantly from the tax treatment described
herein. For example, under one possible treatment, the IRS could seek to recharacterize the securities as debt instruments. In that event, U.S.
Holders could be required to accrue into income original issue discount on the securities every year at a "comparable yield" determined at the time of
issuance (as adjusted based on the difference, if any, between the actual and the projected amount of any contingent payments on the securities) and
recognize al income and gain in respect of the securities as ordinary income. The risk that buffered securities would be recharacterized, for U.S.
federal income tax purposes, as debt instruments is higher than with non-buffered equity-linked securities. Non-U.S. Holders should note that we
currently intend to withhold on any contingent monthly coupon paid to Non-U.S. Holders generally at a rate of 30%, or at a reduced rate
specified by an applicable income tax treaty under an "other income" or similar provision, and will not be required to pay any additional
amounts with respect to amounts withheld.

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With the Coupon and Payment at Maturity Subject to the Performance of the S&P 500® Index

In 2007, the U.S. Treasury Department and the IRS released a notice requesting comments on the U.S. federal income tax treatment of "prepaid
forward contracts" and similar instruments. While it is not clear whether the securities would be viewed as similar to the prepaid forward contracts
described in the notice, it is possible that any Treasury regulations or other guidance issued after consideration of these issues could materially and
adversely affect the tax consequences of an investment in the securities, possibly with retroactive effect. The notice focuses on a number of issues,
the most relevant of which for holders of the securities are the character and timing of income or loss and the degree, if any, to which income realized
by non-U.S. investors should be subject to withholding tax. Both U.S. and Non-U.S. Holders (as defined below) should consult their tax advisers
regarding the U.S. federal income tax consequences of an investment in the securities, including possible alternative treatments, the issues presented
by this notice and any tax consequences arising under the laws of any state, local or foreign taxing jurisdiction.

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Contingent Income Buffered Securities due April 28, 2028
With the Coupon and Payment at Maturity Subject to the Performance of the S&P 500® Index

Hypothetical Examples

The following hypothetical examples are for illustrative purposes only. Whether you receive a contingent monthly coupon will be determined on each monthly
determination date, and the payment at maturity, if any, will be determined on the final determination date. The actual initial index value and coupon barrier level are set
forth on the cover page of this document. Any payment on the securities is subject to the credit risk of Morgan Stanley. The numbers in the hypothetical examples may
be rounded for ease of analysis. The below examples are based on the following terms:

Hypothetical Initial Index Value:
1,600
Hypothetical Coupon Barrier Level:
1,200, which is 75% of the hypothetical initial index value
Buffer Amount:
50%
Downside factor:
2
Contingent Monthly Coupon:
$6.25 (corresponding to 7.50% per annum of the stated principal amount) per security
Stated Principal Amount:
$1,000 per security
Total Number of Determination Dates:
180

Example 1. On 3 determination dates prior to the final determination date, the index closing value is greater than or equal to the coupon barrier level of 1,200, and the
index closing value on each other determination date prior to the final determination date is less than the coupon barrier level of 1,200. Therefore, you would receive the
contingent monthly coupon of $6.25 with respect to those 3 determination dates, totaling $6.25 x 3 = $18.75. With respect to the remaining 177 determination dates, you
would receive no contingent monthly coupon. On the final determination date, the index closing value is 320, which is less than the coupon barrier level of 1,200 and
results in an index percent change of -80%. As the final index value is less than the coupon barrier level, you would not receive the final contingent monthly
coupon. Also, as the final index value is less than 50% of the initial index value, you would receive a payment at maturity calculated as follows:

$1,000 + [$1,000 x (index percent change + 50%) x downside factor]

= $1,000 + [$1,000 x (-80% + 50%) x 2]

= $1,000 + ($1,000 x -60%)

= $400

The total payment over the fifteen-year term of the securities is $18.75 + $400 = $418.75 per security, representing a substantial loss on your initial investment.

Example 2. On 36 determination dates prior to the final determination date, the index closing value is greater than or equal to the coupon barrier level of 1,200, and the
index closing value on each other determination date prior to the final determination date is less than the coupon barrier level of 1,200. Therefore, you would receive the
contingent monthly coupon of $6.25 with respect to those 36 determination dates, totaling $6.25 x 36 = $225. With respect to the remaining 143 determination dates
before the final determination date, you would receive no contingent monthly coupon. On the final determination date, the index closing value is 900, which is less than
the coupon barrier level of 1,200 but greater than 50% of the initial index value. As the final index value is less than the coupon barrier level, you would not receive a
contingent monthly coupon with respect to the final determination date. As the final index value is greater than or equal to 50% of the initial index value, you would receive
the stated principal amount of $1,000 at maturity.

The total payment over the fifteen-year term of the securities is $225 + $1,000 = $1,225 per security.

Example 3. On each determination date prior to the final determination date, the index closing value is greater than or equal to the coupon barrier level of
1,200. Therefore, you would receive the contingent monthly coupon of $6.25 with respect to each such determination date, totaling $6.25 x 179 = $1,118.75. On the final
determination date, the index closing value is 3,000, which is greater than both the coupon barrier level of 1,200 and 50% of the initial index value. As the final index
value is greater than or equal to the coupon barrier level and 50% of the initial index value, you would receive the stated principal amount plus a contingent monthly
coupon with respect to the final determination date, calculated as follows:

stated principal amount + contingent monthly coupon = $1,000 + $6.25 = $1,006.25

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http://www.sec.gov/Archives/edgar/data/895421/000095010313002636/...

Contingent Income Buffered Securities due April 28, 2028
With the Coupon and Payment at Maturity Subject to the Performance of the S&P 500® Index

The total payment over the fifteen-year term of the securities is $1,118.75 + $1,006.25 = $2,125 per security.

This example represents the maximum amount payable over the fifteen-year term of the securities, and illustrates that although the level of the underlying index has
appreciated significantly, the investor's return is limited to the contingent monthly coupons, without any participation in the appreciation of the underlying index.

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