Obligation Morgan Stanleigh 6.5% ( US61761JPY90 ) en USD

Morgan Stanleigh

100 % ⇌

Etas-Unis

US61761JPY90 ( en USD )

6.5% par an ( paiement semestriel )

30/04/2029

Prospectus brochure de l'obligation Morgan Stanley US61761JPY90 en USD 6.5%, échéance 30/04/2029

1 000 USD

510 000 USD

61761JPY9

N/A

30/04/2026 ( Dans 139 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 US61761JPY90, paye un coupon de 6.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/04/2029

L'Obligation émise par Morgan Stanleigh ( Etas-Unis ) , en USD, avec le code ISIN US61761JPY90, a été notée NR par l'agence de notation Moody's.

http://www.sec.gov/Archives/edgar/data/895421/000095010314003072/...
424B2 1 dp46004_424b2-ps1355.htm FORM 424B2

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities
Maximum Aggregate
Amount of Registration

Offered
Offering Price
Fee
Contingent Income Securities due 2029 $510,000
$65.69

April 2014

Pricing Supplement No. 1,355
Registration Statement No. 333-178081
Dated April 25, 2014
Filed pursuant to Rule 424(b)(2)
STRUCTURED INVESTMENTS
Opportunities in U.S. and International Equities
Contingent Income Securities due April 30, 2029
Payments on the Securities Based on the Worst Performing of the Russell 2000® Index and the EURO STOXX 50®
Index
Principal at Risk Securities
The securities are unsecured obligations of Morgan Stanley and have the terms described in the accompanying prospectus
supplement, index supplement and prospectus, as supplemented or modified by this document. The securities do not
guarantee the repayment of principal and do not provide for the regular payment of interest after the first 5 years. For the
first 5 years, the securities will pay a fixed monthly coupon at the rate specified below. Thereafter, the securities will pay a
contingent monthly coupon but only if the index closing value of each of the Russell 2000® Index and the EURO STOXX
50® Index on the related observation date is at or above 50% of its respective initial index value, which we refer to as the
barrier level. If the index closing value of either underlying index is less than the barrier level for such index on any
observation date after the first 5 years, we wil pay no interest for the related interest period. At maturity, if the final index
value of each underlying index is greater than or equal to the barrier level of 50% of the respective initial index value, the
payment at maturity wil be the stated principal amount and the related contingent monthly coupon. If, however, the final index
value of either underlying index is less than its barrier level, investors will be exposed to the decline in the worst performing
underlying index on a 1 to 1 basis and will receive a payment at maturity that is less than 50% of the stated principal amount
of the securities and could be zero. Accordingly, investors in the securities must be willing to accept the risk of losing
their entire initial investment based on the performance of either index and also the risk of not receiving any
monthly coupons after the first 5 years. Investors will not participate in any appreciation of either underlying
index. Because payments on the securities are based on the worst performing of the underlying indices, a decline beyond
the respective barrier level of either underlying index will result in few or no contingent monthly coupons after the first 5 years
and/or a significant loss of your investment, even if the other underlying index has appreciated or has not declined as
much. These long-dated securities are for investors who are willing to risk their principal and seek an opportunity to earn
interest at a potential y above-market rate in exchange for the risk of receiving few or no monthly coupons after the first 5
years if either underlying index closes below the barrier level for such index on the observation dates. The securities are
notes 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 indices:
Russell 2000® Index (the "RTY Index") and EURO STOXX 50® Index (the "SX5E Index")
Aggregate principal amount:
$510,000
Stated principal amount:
$1,000 per security
Issue price:
$1,000 per security (see "Commissions and issue price" below)
Pricing date:
April 25, 2014
Original issue date:
April 30, 2014 (3 business days after the pricing date)
Maturity date:
April 30, 2029
Monthly coupon:
Years 1-5: On all coupon payment dates through April 2019, a fixed coupon at an annual
rate of 6.50% (corresponding to approximately $5.4167 per month per security) is paid
monthly.

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Years 6-15: Beginning with the May 2019 coupon payment date, a contingent coupon at an
annual rate of 6.50% (corresponding to approximately $5.4167 per month per security) is
paid monthly but only if the closing value of each underlying index is at or above its
respective barrier level on the related observation date.

If, on any observation date in years 6-15, the closing value of either underlying
index is less than the barrier level for such index, we will pay no coupon for the
applicable interest period. It is possible that one or both underlying indices will
remain below the respective barrier level(s) for extended periods of time or even
throughout years 6-15 so that you will receive few or no contingent monthly
coupons during that period.
Barrier level:
With respect to the RTY Index:561.515, which is 50% of the initial index value for such
index
With respect to the SX5E Index: 1,573.70, which is 50% of the initial index value for such
index
Payment at maturity:
If the final index value of each underlying index is greater than or equal to its respective
barrier level: the stated principal amount and the contingent monthly coupon with respect to
the final observation date.

If the final index value of either underlying index is less than its respective barrier level: (i)
the stated principal amount multiplied by (i ) the index performance factor of the worst
performing underlying index. This amount will be less than 50% of the stated principal
amount of the securities and could be zero.

Terms continued on the following page
Agent:
Morgan Stanley & Co. LLC ("MS & Co."), a wholly-owned subsidiary of Morgan
Stanley. See "Supplemental information regarding plan of distribution; conflicts of interest."
Estimated value on the pricing $942.54 per security. See "Investment Summary" beginning on page 3.
date:
Commissions and issue price:
Price to public(1)
Agent's commissions(2)
Proceeds to issuer(3)
Per security
$1,000
$35
$965
Total
$510,000
$17,850
$492,150
(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.
(3) See "Use of proceeds and hedging" on page 24.
The securities involve risks not associated with an investment in ordinary debt securities. See "Risk
Factors" beginning on page 9.
The Securities and Exchange Commission and state securities regulators have not approved or disapproved these
securities, or determined if this document 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 document 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 document.

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 April 30, 2029
Payments on the Securities Based on the Worst Performing of the Russell 2000® Index and the EURO STOXX 50®
Index
Principal at Risk Securities

Terms continued from previous page:
Initial index value:
With respect to the RTY Index: 1,123.030, which is the index closing value of such index on the
pricing date
With respect to the SX5E Index: 3,147.40, which is the index closing value of such index on the
pricing date
Final index value:
With respect to each index, the respective index closing value on the final observation date
Worst performing
The underlying index with the larger percentage decrease from the respective initial index value to
underlying index:
the respective final index value
Index performance
Final index value divided by the initial index value
factor:
Coupon payment
Monthly, on the 30th day of each month, beginning May 30, 2014 (or, in the case of February, the
dates:
last calendar day of such month); provided that if any such day is not a business day, that monthly
coupon, if any, will be paid on the next succeeding business day and no adjustment wil be made to
any coupon payment made on that succeeding business day; provided further that the contingent
monthly coupon, if any, with respect to the final observation date shall be paid on the maturity date.
Observation dates:
The third scheduled business day preceding each scheduled coupon payment date, beginning with
the May 30, 2019 scheduled coupon payment date, subject to postponement for non-index business
days and certain market disruption events. We also refer to the third scheduled business day prior
to the scheduled maturity date as the final observation date.
CUSIP / ISIN:
61761JPY9 / US61761JPY90
Listing:
The securities will not be listed on any securities exchange.

April 2014
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Contingent Income Securities due April 30, 2029
Payments on the Securities Based on the Worst Performing of the Russell 2000® Index and the EURO STOXX 50®
Index
Principal at Risk Securities

Contingent Income Securities
Principal at Risk Securities

Contingent Income Securities due April 30, 2029 Payments on the Securities Based on the Worst Performing of the Russell
2000® Index and the EURO STOXX 50® Index (the "securities") do not guarantee the repayment of principal and do not
provide for the regular payment of interest after the first 5 years. For the first 5 years, the securities will pay a fixed monthly
coupon at the rate specified below. Thereafter, the securities will pay a contingent monthly coupon but only if the index
closing value of each of the Russell 2000® Index and the EURO STOXX 50® Index (which we refer to together as the
"underlying indices") is at or above 50% of its respective initial index value, which we refer to as the barrier level, on the
related observation date. If the index closing value of either underlying index is less than the barrier level for such index
on any observation date after the first 5 years, we will pay no coupon for the related monthly period. It is possible that the
index closing value of one or both underlying indices will remain below the respective barrier level(s) for extended periods of
time or even throughout years 6-15 so that you wil receive few or no contingent monthly coupons during that period. We
refer to the coupon on the securities after the first 5 years as contingent, because there is no guarantee that you will receive
a coupon payment on any coupon payment date during that period. Even if an underlying index were to be at or above the
barrier level for such index on some monthly observation dates, it may fluctuate below the barrier level on others. In
addition, even if one underlying index were to be at or above the barrier level for such index on all monthly observation dates,
you wil receive a contingent monthly coupon during years 6-15 only with respect to the observation dates on which the other
underlying index is also at or above the barrier level for such index, if any. At maturity, if the final index value of each
underlying index is greater than or equal to the barrier level of 50% of the respective initial index value, the payment at
maturity will be the stated principal amount and the related contingent monthly coupon. If, however, the final index value of
either underlying index is less than its barrier level, investors will be exposed to the decline in the worst performing
underlying index on a 1 to 1 basis and will receive a payment at maturity that is less than 50% of the stated principal amount
of the securities and could be zero. Accordingly, investors in the securities must be willing to accept the risk of
losing their entire initial investment based on the performance of either index and also the risk of not receiving any
monthly coupons after the first 5 years.

Maturity:
15 years
Monthly coupon:
Years 1-5: On all coupon payment dates through April 2019, a fixed coupon at an annual rate of
6.50% (corresponding to approximately $5.4167 per month per security) is paid monthly.

Years 6-15: Beginning with the May 2019 coupon payment date, a contingent coupon at an
annual rate of 6.50% (corresponding to approximately $5.4167 per month per security) is paid
monthly but only if the closing value of each underlying index is at or above its respective
barrier level on the related observation date.

If, on any observation date in years 6-15, the closing value of either underlying index is
less than the barrier level for such index, we will pay no coupon for the applicable
interest period. It is possible that one or both underlying indices will remain below the
respective barrier level(s) for extended periods of time or even throughout years 6-15 so
that you will receive few or no contingent monthly coupons during that period.
Payment at maturity:
If the final index value of each underlying index is greater than or equal to its respective
barrier level: the stated principal amount and the contingent monthly coupon with respect to the
final observation date.

If the final index value of either underlying index is less than its respective barrier level: (i) the
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stated principal amount multiplied by (i ) the index performance factor of the worst performing
underlying index. This amount will be less than 50% of the stated principal amount of the
securities and could be zero.

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 (866) 477-4776). Al other clients may contact their local
brokerage representative. Third-party distributors may contact Morgan Stanley Structured Investment Sales at (800)
233-1087.

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Contingent Income Securities due April 30, 2029
Payments on the Securities Based on the Worst Performing of the Russell 2000® Index and the EURO STOXX 50®
Index
Principal at Risk Securities

The original issue price of each security is $1,000. This price includes costs associated with issuing, selling, structuring and
hedging the securities, which are borne by you, and, consequently, the estimated value of the securities on the pricing date is
less than $1,000. We estimate that the value of each security on the pricing date is $942.54.

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 indices. The estimated value of the securities is determined using
our own pricing and valuation models, market inputs and assumptions relating to the underlying indices, instruments based
on the underlying indices, volatility and other factors including current and expected interest rates, as well as an interest rate
related to our secondary market credit spread, which is the implied interest rate at which our conventional fixed rate debt
trades in the secondary market.

What determines the economic terms of the securities?

In determining the economic terms of the securities, including the monthly coupon rate and the barrier level, we use an
internal funding rate, which is likely to be lower than our secondary market credit spreads and therefore advantageous to
us. If the issuing, selling, structuring and hedging costs borne by you were lower or if the internal funding rate were higher,
one or more of the economic terms of the securities would be more favorable to you.

What is the relationship between the estimated value on the pricing date and the secondary market price of the 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 indices, may vary from, and be lower than, the estimated value on the pricing date,
because the secondary market price takes into account our secondary market credit spread as 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 18 months fol owing the issue date, to the extent that MS & Co. may buy or sell the securities in the secondary market,
absent changes in market conditions, including those related to the underlying indices, 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 will 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.

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Contingent Income Securities due April 30, 2029
Payments on the Securities Based on the Worst Performing of the Russell 2000® Index and the EURO STOXX 50®
Index
Principal at Risk Securities

The securities provide for fixed monthly coupon payments at the rate specified herein for the first 5 years. Thereafter, the
securities do not provide for the regular payment of interest and instead will pay a contingent monthly coupon but only if the
index closing value of each underlying index is at or above 50% of its initial index value, which we refer to as the barrier
level, on the related observation date. The following scenarios are for illustration purposes only to demonstrate how the
payment at maturity and monthly coupon is calculated, and do not attempt to demonstrate every situation that may
occur. Accordingly, the contingent monthly coupon may be payable with respect to none of, or some but not all of, the
monthly periods during years 6-15, and the payment at maturity may be less than 50% of the stated principal amount and
could be zero. Investors will not participate in any appreciation in either underlying index.

Scenario 1: A contingent
This scenario assumes that during years 6-15, each underlying index closes at or above
monthly coupon is paid for all
its respective barrier level on every monthly observation date. Investors receive the
interest periods, and investors
6.50% per annum contingent monthly coupon for each interest period during the term of
receive principal back at
the securities. At maturity, each underlying index closes above its respective barrier
maturity, which is the best case
level, and so investors receive the stated principal amount and the contingent monthly
scenario.
coupon with respect to the final observation date.
Scenario 2: A contingent
This scenario assumes that each underlying index closes at or above its respective
monthly coupon is paid for some, barrier level on some monthly observation dates after the first 5 years, but one or both
but not all, interest periods, and underlying indices close below the respective barrier level(s) for such index on the
investors receive principal back
others. Investors receive the fixed monthly coupon for the monthly interest periods
at maturity.
during the first 5 years. Investors will receive the contingent monthly coupon for the
monthly interest periods during years 6-15 for which the index closing value of each
underlying index is at or above its respective barrier level on the related observation
date, but not for the interest periods for which one or both underlying indices close
below the respective barrier level(s) on the related observation date. At maturity, each
underlying index closes above its respective barrier level, and so investors receive the
stated principal amount and the contingent monthly coupon with respect to the final
observation date.
Scenario 3: No contingent
This scenario assumes that one or both underlying indices close below the respective
monthly coupon is paid for any
barrier level(s) on every monthly observation date during years 6-15. Since one or both
interest period during years
underlying indices close below the respective barrier level(s) on every monthly
6-15, and investors suffer a
observation date during years 6-15, investors do not receive any contingent monthly
substantial loss of principal at
coupon during this period. On the final observation date, one or both underlying indices
maturity.
close below the respective barrier level(s). At maturity, investors will receive an amount
equal to the stated principal amount multiplied by the index performance factor of the
worst performing underlying index, which will be less than 50% of the stated principal
amount and could be zero.

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Contingent Income Securities due April 30, 2029
Payments on the Securities Based on the Worst Performing of the Russell 2000® Index and the EURO STOXX 50®
Index
Principal at Risk Securities

Russell 2000® Index

The Russell 2000® Index is an index calculated, published and disseminated by Russel Investments, and measures the
composite price performance of stocks of 2,000 companies (the "Russel 2000 Component Stocks") incorporated in the U.S.
and its territories. Al 2,000 stocks are traded on a major U.S. exchange and are the 2,000 smal est securities that form the
Russell 3000® Index. The Russel 3000® Index is composed of the 3,000 largest U.S. companies as determined by market
capitalization and represents approximately 98% of the U.S. equity market. The Russell 2000® Index consists of the
smallest 2,000 companies included in the Russel 3000® Index and represents a small portion of the total market
capitalization of the Russell 3000® Index. The Russel 2000® Index is designed to track the performance of the small
capitalization segment of the U.S. equity market.

Information as of market close on April 25, 2014:

Bloomberg Ticker Symbol:
RTY
Current Index Value:
1,123.030
52 Weeks Ago:
940.283
52 Week High (on 3/4/2014):
1,208.651
52 Week Low (on 5/1/2013):
924.239

For additional information about the Russell 2000® Index, see the information set forth under "Russel 2000® Index" in the
accompanying index supplement. Furthermore, for additional historical information, see "Russel 2000® Index Historical
Performance" below.

EURO STOXX 50® Index

The EURO STOXX 50® Index was created by STOXX Limited, which is owned by Deutsche Börse AG and SIX Group
AG. Publication of the EURO STOXX 50® Index began on February 26, 1998, based on an initial index value of 1,000 at
December 31, 1991. The EURO STOXX 50® Index is composed of 50 component stocks of market sector leaders from
within the STOXX 600 Supersector Indices, which includes stocks selected from the Eurozone. The component stocks have
a high degree of liquidity and represent the largest companies across all market sectors.

Information as of market close on April 25, 2014:

Bloomberg Ticker Symbol:
SX5E
Current Index Value:
3,147.40
52 Weeks Ago:
2,704.41
52 Week High (on 4/4/2014):
3,230.33
52 Week Low (on 6/24/2013):
2,511.83

For additional information about the EURO STOXX 50® Index, see the information set forth under "EURO STOXX 50® Index"
in the accompanying index supplement. Furthermore, for additional historical information, see "EURO STOXX 50® Index
Historical Performance" below.

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Contingent Income Securities due April 30, 2029
Payments on the Securities Based on the Worst Performing of the Russell 2000® Index and the EURO STOXX 50®
Index
Principal at Risk Securities

The fol owing hypothetical examples illustrate how to determine whether a contingent monthly coupon is paid with respect to
an observation date and how to calculate the payment at maturity. The following examples are for illustrative purposes
only. For the first 5 years, you will receive a fixed monthly coupon at a rate of 6.50% per annum regardless of the
performance of the underlying indices. Whether you receive a contingent monthly coupon after the first 5 years will be
determined by reference to the index closing value of each underlying index on each monthly observation date, and the
amount you will receive at maturity, if any, will be determined by reference to the final index value of each underlying index on
the final observation date. The actual initial index value and barrier level for each underlying index are set forth on the cover
of this document. Al payments on the securities, if any, are subject to the credit risk of Morgan Stanley. The below
examples are based on the fol owing terms:

Monthly Coupon:
Years 1-5: On all coupon payment dates through April 2019, a fixed coupon at an annual
rate of 6.50% (corresponding to approximately $5.4167 per month per security) is paid
monthly.

Years 6-15: Beginning with the May 2019 coupon payment date, a contingent coupon at
an annual rate of 6.50% (corresponding to approximately $5.4167 per month per security)
is paid monthly but only if the closing value of each underlying index is at or above its
respective barrier level on the related observation date.

If, on any observation date in years 6-15, the closing value of either underlying
index is less than the barrier level for such index, we will pay no coupon for the
applicable interest period. It is possible that one or both underlying indices will
remain below the respective barrier level(s) for extended periods of time or even
throughout years 6-15 so that you will receive few or no contingent monthly
coupons during that period.
Payment at Maturity
If the final index value of each underlying index is greater than or equal to its respective
barrier level: the stated principal amount and the contingent monthly coupon with respect
to the final observation date.

If the final index value of either underlying index is less than its respective barrier level: (i)
the stated principal amount multiplied by (i ) the index performance factor of the worst
performing underlying index. This amount wil be less than 50% of the stated principal
amount of the securities and could be zero.
Stated Principal Amount:
$1,000
Hypothetical Initial Index Value: With respect to the RTY Index: 1,200
With respect to the SX5E Index: 3,100
Hypothetical Barrier Level:
With respect to the RTY Index: 600, which is 50% of the hypothetical initial index value for
such index
With respect to the SX5E Index: 1,550, which is 50% of the hypothetical initial index value
for such index

* The actual 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 monthly coupon of $5.4167 is used in these examples for ease of
analysis.
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