Obligation Morgan Stanleigh 7.8% ( US61761JKE81 ) en USD

Morgan Stanleigh

100 % ▼

Etas-Unis

US61761JKE81 ( en USD )

7.8% par an ( paiement semestriel )

30/08/2028

Prospectus brochure de l'obligation Morgan Stanley US61761JKE81 en USD 7.8%, échéance 30/08/2028

1 000 USD

1 913 000 USD

61761JKE8

N/A

02/03/2026 ( Dans 80 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.

L'Obligation émise par Morgan Stanleigh ( Etas-Unis ) , en USD, avec le code ISIN US61761JKE81, paye un coupon de 7.8% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/08/2028

L'Obligation émise par Morgan Stanleigh ( Etas-Unis ) , en USD, avec le code ISIN US61761JKE81, a été notée NR par l'agence de notation Moody's.

http://www.sec.gov/Archives/edgar/data/895421/000095010313005137/...
424B2 1 dp40415_424b2-ps971.htm FORM 424B2

CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Amount of Registration

Title of Each Class of Securities Offered
Offering Price
Fee
Contingent Income Securities due 2028

$1,913,000

$260.93

August 2013

Pricing Supplement No. 971
Registration Statement No. 333-178081
Dated August 27, 2013
Filed pursuant to Rule 424(b)(2)
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Contingent Income Securities due August 30, 2028
Al Payments on the Securities Subject to the Coupon Barrier and Downside Threshold Features Linked to the S&P 500® Index
Principal at Risk Securities
Unlike ordinary debt securities, the Contingent Income Securities due August 30, 2028, Al Payments on the Securities Subject to the Coupon Barrier and
Downside Threshold Features Linked to 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 for 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 term of the securities. At maturity, if the final index value is greater than or equal to 50% of the initial index value, which we
refer to as the downside threshold level, investors wil receive the stated principal amount of the securities and, if the final index value is also greater than o
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
the downside threshold level, investors wil be ful y exposed to the decline in the value of the S&P 500® Index over the term of the securities, and the
payment at maturity wil be less than 50% of the stated principal amount of the securities and could be zero. Accordingly, investors may lose up to thei
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 unsecured obligations of Morgan Stanley, issued as part of Morgan Stanley's Series F Global Medium-Term Notes program.
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.
FINAL TERMS
Issuer:
Morgan Stanley
Underlying index:
S&P 500® Index
Aggregate principal amount:
$1,913,000
Stated principal amount:
$1,000 per security
Issue price:
$1,000 per security (see "Commissions and issue price" below)
Pricing date:
August 27, 2013
Original issue date:
August 30, 2013 (3 business days after the pricing date)
Maturity date:
August 30, 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 wil pay a contingent monthly coupon at an annual rate of 7.80% (corresponding to approximately $6.50 per
month per security) on the related contingent coupon payment date.
· If, on any determination date, the index closing value on such date is less than the coupon barrier level, no
contingent monthly coupon wil be paid with respect to that determination date.
Payment at maturity:
· If the final index value is greater than or equal to the
the stated principal amount and, if the final index value is
downside threshold level:
also greater than or equal to the coupon barrier level, the
contingent monthly coupon with respect to the final
determination date

· If the final index value is less than the downside
(i) the stated principal amount multiplied by (ii) the index
threshold level:
performance factor
Index performance factor:
The final index value divided by the initial index value.
Coupon barrier level:
1,222.86, which is equal to 75% of the initial index value
Downside threshold level:
815.24, which is equal to 50% of the initial index value
Initial index value:
1,630.48, 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 scheduled business day prior to each scheduled contingent coupon payment date. The determination dates
are subject to postponement due to non-index business days or certain market disruption events. See "Postponement
of determination dates" below.
Contingent coupon payment
The 30th day of each month (or, in the case of February, the last calendar day of such month), beginning September 30,
dates:
2013, subject to postponement as described under "Postponement of contingent coupon payment dates and maturity
date" below.
CUSIP / ISIN:
61761JKE8 / US61761JKE81
Listing:
The securities wil not be listed on any securities exchange.
Agent:
Morgan Stanley & Co. LLC ("MS & Co."), a whol y-owned subsidiary of Morgan Stanley. See "Supplemental information
regarding plan of distribution; conflicts of interest."
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Estimated value on the pricing $895.19 per security. See "Investment Summary" beginning on page 2.
date:
Commissions and issue price:
Price to public(1)
Agent's commissions(2)
Proceeds to issuer(3)
Per security
$1,000
$35
$965
Total
$1,913,000
$66,955
$1,846,045
(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, Morgan Stanley & Co. LLC ("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.
(3) See "Use of proceeds and hedging" on page 18.
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 Securities due August 30, 2028
All Payments on the Securities Subject to the Coupon Barrier and Downside Threshold Features Linked to the S&P 500® Index
Principal at Risk Securities
Investment Summary

Contingent Income Securities
Principal at Risk Securities

The Contingent Income Securities due August 30, 2028, Al Payments on the Securities Subject to the Coupon Barrier and Downside Threshold Features
Linked to 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 7.80% (corresponding to approximately $6.50 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. 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, which we refer to as the downside threshold level, the payment at maturity
wil 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 the downside threshold level, investors wil be ful y exposed to the
decline in the underlying index over the term of the securities on a 1 to 1 basis, and wil receive an amount of cash that is significantly less than the stated
principal amount, in proportion to the decline in the underlying index. Under this scenario, the value of any such payment wil be less than 50% of the
stated principal amount of the securities and could be zero. Investors in the securities must be wil ing to accept the risk of losing their entire principal and
also the risk of not receiving any contingent monthly coupons. In addition, investors wil not participate in any appreciation of the underlying index.

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

The original 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 pricing date is less than $1,000. We estimate that the value of each
security on the pricing date is $895.19.

What goes into the estimated value on the pricing date?

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

What determines the economic terms of the securities?

In determining the economic terms of the securities, 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, sel ing, structuring and hedging costs borne by you were lower or if the internal funding rate were higher,
one or more terms of the securities, such as the contingent monthly coupon, the coupon barrier level or the downside threshold level, would be more
favorable to you.

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

The price at which MS & Co. purchases the securities in the secondary market, absent changes in market conditions, including those related to the
underlying index, 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 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, sel ing, structuring and hedging the securities are not ful y deducted upon issuance, for a
period of up to 18 months fol owing the issue 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 underlying 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.

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.

August 2013
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Contingent Income Securities due August 30, 2028
All Payments on the Securities Subject to the Coupon Barrier and Downside Threshold Features Linked to the S&P 500® Index
Principal at Risk Securities

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 of 7.80%
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 wil 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 al of
coupon is paid for some or al monthly
the monthly determination dates, including the final determination date. In this scenario, investors receive the
periods and you receive your principal
contingent monthly coupon with respect to each such determination date. At maturity, because the
back at maturity
underlying index closes at or above both the coupon barrier level and the downside threshold level, investors
receive both the stated principal amount and the contingent monthly coupon with respect to the final
determination date. 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.
Downside Scenario: No contingent
This scenario assumes that the underlying index closes below the coupon barrier level on al or nearly al of
monthly coupon is paid during the term
the monthly determination dates. In this scenario, investors do not receive any contingent monthly coupons,
of the securities, or the contingent
or receive contingent monthly coupons for only a limited number of contingent coupon payment dates. At
monthly coupon is paid for only a
maturity, the underlying index closes below both the coupon barrier level and the downside threshold
limited number of monthly periods, and
level. Therefore, investors do not receive the contingent monthly coupon for the last monthly period and
your payment at maturity is exposed to
receive a payment at maturity that is less than 50% of the stated principal amount of the securities and could
the negative performance of the
be zero.
underlying 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 August 27, 2013:

Bloomberg Ticker Symbol:
SPX
Current Index Value:
1,630.48
52 Weeks Ago:
1,410.44
52 Week High (on 8/2/2013):
1,709.67
52 Week Low (on 11/15/2012):
1,353.33

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 Historical Performance" below.

August 2013
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Contingent Income Securities due August 30, 2028
All Payments on the Securities Subject to the Coupon Barrier and Downside Threshold Features Linked to the S&P 500® Index
Principal at Risk Securities

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 the downside threshold level, you wil be ful y exposed to the decline in the underlying index over the term of the securities on a 1 to 1 basis,
and you wil receive for each security that you hold at maturity an amount of cash that is significantly less than the stated principal amount, in
proportion to the decline in the underlying index. Under this scenario, the value of any such payment wil be less than 50% of 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 with respect to each determination date on which the index closing value is greater than or equal to the coupon barrier level. It is possible
that the index closing value could be below the coupon barrier level on most or al of the determination dates so that you wil receive few or no
contingent monthly coupons. If you do not earn sufficient contingent monthly coupons over the term of the securities, the overal return on the
securities may be less than the amount that would be paid on a conventional debt security of the issuer of comparable maturity.
§ 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 near the end of the
relevant monthly period. 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 and downside threshold 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 or downside threshold 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,

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Contingent Income Securities due August 30, 2028
All Payments on the Securities Subject to the Coupon Barrier and Downside Threshold Features Linked to the S&P 500® Index
Principal at Risk Securities

o
interest and yield rates in the market,

o
the availability of comparable instruments,

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. 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. In particular, if the underlying
index has closed near or below the coupon barrier level, and especial y if the underlying index has closed near or below the downside threshold level,
the market value of the securities is expected to decrease substantial y and you may have to sel your securities at a substantial discount from the
stated principal amount of $1,000 per security.

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 the downside threshold level on the final determination date so that you wil lose a significant portion 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 the downside threshold level on the final determination date so that you do not suffer a significant loss on your initial investment in the
securities. See "S&P 500® Index Historical Performance" 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. Accordingly, you should be willing to
hold your securities for the entire 15-year term of the securities. 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 general y 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 wil
be able to resel 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. Since other broker-dealers may not 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 to cease making
a market in the securities, it is likely that there would be no secondary market for the securities. Accordingly, you should be wil ing to hold your
securities to maturity.
§ 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 original issue price reduce the economic terms of the securities, cause the estimated value of
the securities to be less than the original 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

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Contingent Income Securities due August 30, 2028
All Payments on the Securities Subject to the Coupon Barrier and Downside Threshold Features Linked to the S&P 500® Index
Principal at Risk Securities

secondary market transactions wil likely be significantly lower than the original issue price, because secondary market prices wil exclude the issuing,
sel ing, structuring and hedging-related costs that are included in the original 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 original 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 18 months fol owing the issue 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 underlying 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 pricing 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 "The market price wil be influenced by many
unpredictable factors" above.
§ Hedging and trading activity by our subsidiaries could potentially affect the value of the securities. One or more of our subsidiaries and/or
third-party dealers 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 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
downside threshold level, which is 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. Additionally, 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, the coupon barrier level and the downside threshold 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. In addition, MS & Co. has determined the estimated
value of the securities on the pricing date.
§ 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

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Contingent Income Securities due August 30, 2028
All Payments on the Securities Subject to the Coupon Barrier and Downside Threshold Features Linked to the S&P 500® Index
Principal at Risk Securities

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 downside threshold level, 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. Under this treatment, the ordinary income treatment of the contingent monthly coupons, in conjunction with the capital loss
treatment of any loss recognized upon the sale, exchange or settlement of the securities, could result in adverse tax consequences to holders of the
securities because the deductibility of capital losses is subject to certain limitations. 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 would 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 all income and gain in respect of the securities as ordinary income. Because a security
provides for the return of principal except where the final index value is below the downside threshold level, the risk that a security would be
recharacterized, for U.S. federal income tax purposes, as a debt instrument is higher than with other equity-linked securities that do not contain similar
provisions. 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.

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 Securities due August 30, 2028
All Payments on the Securities Subject to the Coupon Barrier and Downside Threshold Features Linked to the S&P 500® Index
Principal at Risk Securities

Hypothetical Examples
The fol owing hypothetical examples are for il ustrative purposes only. Whether you receive a contingent monthly coupon wil be determined on each
monthly determination date, and the payment at maturity, if any, wil be determined on the final determination date. The actual initial index value, coupon
barrier level and downside threshold 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 fol owing terms:

Hypothetical Initial Index Value:
1,600
Hypothetical Coupon Barrier Level:
1,200, which is 75% of the hypothetical initial index value
Hypothetical Downside Threshold Level:
800, which is 50% of the hypothetical initial index value
Contingent Monthly Coupon:
7.80% per annum (corresponding to approximately $6.50 per month per security)*
Stated Principal Amount:
$1,000 per security
Total Number of Determination Dates:
180
* The actual contingent monthly coupon will be an amount determined by the calculation agent based on the number of days in the applicable payment
period, calculated on a 30/360 basis. The hypothetical contingent monthly coupon of $6.50 is used in these examples for ease of analysis.

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 $6.50 with respect to those 3 determination dates, totaling $6.50 x 3 =
$19.50. 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 640, which is less than both the coupon barrier level of 1,200 and the downside threshold level of 800. 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 the downside
threshold level, you would receive a payment at maturity equal to the product of the stated principal amount and the index performance factor, calculated
as fol ows:

stated principal amount x (final index value / initial index value) = $1,000 x (640 / 1,600) = $400

The total payment over the fifteen-year term of the securities is $19.50 + $400 = $419.50 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 $6.50 with respect to those 36 determination dates, totaling $6.50 x 36 =
$234.00. With respect to the remaining 144 determination dates, you would receive no contingent monthly coupon. Moreover, on the final determination
date, the index closing value is 500, which is less than both the coupon barrier level of 1,200 and the downside threshold level of 800. 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 the
downside threshold level, you would receive a payment at maturity equal to the product of the stated principal amount and the index performance factor,
calculated as fol ows:

stated principal amount x (final index value / initial index value) = $1,000 x (500 / 1,600) = $312.50

The total payment over the fifteen-year term of the securities is $234.00 + $312.50 = $546.50 per security, representing a substantial loss on your initial
investment.

Example 3. 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 $6.50 with respect to those 36 determination dates, totaling $6.50 x 36 =
$234.00. 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 1,500, which is greater than both the coupon barrier level of 1,200 and the downside threshold level
of 800. As the final index value is greater than or equal to both the coupon barrier level and the downside threshold level, you would receive the stated
principal amount plus a contingent monthly coupon with respect to the final determination date, calculated as fol ows:

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Contingent Income Securities due August 30, 2028
All Payments on the Securities Subject to the Coupon Barrier and Downside Threshold Features Linked to the S&P 500® Index
Principal at Risk Securities

stated principal amount + contingent monthly coupon = $1,000 + $6.50 = $1,006.50

The total payment over the fifteen-year term of the securities is $234.00 + $1,006.50 = $1,240.50 per security.

Example 4. 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 $6.50 with respect to each such determination date, totaling $6.50 x 179 =
$1,163.50. On the final determination date, the index closing value is 3,500, which is greater than both the coupon barrier level of 1,200 and the downside
threshold level of 800. As the final index value is greater than or equal to the coupon barrier level and the downside threshold level, you would receive the
stated principal amount plus a contingent monthly coupon with respect to the final determination date, calculated as fol ows:

stated principal amount + contingent monthly coupon = $1,000 + $6.50 = $1,006.50

The total payment over the fifteen-year term of the securities is $1,163.50 + $1,006.50 = $2,170.00 per security.

This example represents the maximum amount payable over the fifteen-year term of the securities, and il ustrates 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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