Obligation Morgan Stanleigh 0% ( US61762GDU58 ) en USD

Morgan Stanleigh

100 % ▲

Etas-Unis

US61762GDU58 ( en USD )

05/05/2022 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley US61762GDU58 en USD 0%, échue

1 000 USD

2 000 000 USD

61762GDU5

N/A

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 US61762GDU58, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 05/05/2022

L'Obligation émise par Morgan Stanleigh ( Etas-Unis ) , en USD, avec le code ISIN US61762GDU58, a été notée NR par l'agence de notation Moody's.

424B2 1 dp55882_424b2-ps260.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Maximum Aggregate

Amount of Registration
Title of Each Class of Securities Offered

Offering Price

Fee
Contingent Income Auto- Callable Securities due 2022

$2,000,000

$232.40

PROSPECTUS Dated November 19, 2014
Pricing Supplement No. 260 to
PROSPECTUS SUPPLEMENT Dated November 19, 2014
Registration Statement No. 333-200365

Dated April 30, 2015

Rule 424(b)(2)
$2,000,000
GLOBAL MEDIUM-TERM NOTES, SERIES F
Senior Notes
Contingent Income Auto-Callable Securities due May 5, 2022, With 6-month Initial Non-Call Period
Based on the Worst Performing of the S&P GSCITM Crude Oil Index - Excess Return, the S&P GSCITM Grains
Index - Excess Return and the Bloomberg Softs Subindex
Principal at Risk Securities
Unlike ordinary debt securities, the Contingent Income Auto-Callable Securities due May 5, 2022, With 6-month Initial Non-Call Period, Based on
the Worst Performing of the S&P GSCITM Crude Oil Index - Excess Return, the S&P GSCITM Grains Index - Excess Return and the Bloomberg Softs
Subindex, which we refer to as the securities, do not provide for the regular payment of interest or the return of any principal at maturity. Instead, the
securities will pay a contingent quarterly coupon but only if the index closing value of each of the S&P GSCITM Crude Oil Index - Excess Return, the
S&P GSCITM Grains Index - Excess Return and the Bloomberg Softs Subindex, which we refer to as the underlying commodity indices, is at or above
its respective downside threshold level of 80% of its respective initial index value on the related determination date. If the index closing value of any
underlying commodity index is less than its downside threshold level on any determination date, we will pay no interest for the related quarterly
period. In addition, the securities will be automatically redeemed if the index closing value of each underlying commodity index is greater than or
equal to its respective redemption threshold level of 95% of its respective initial index value on any quarterly determination date from and including
October 30, 2015 to but excluding the final determination date, for the early redemption payment equal to the sum of the stated principal amount plus
the related contingent quarterly coupon. At maturity, if the securities have not previously been redeemed and the final index value of each underlying
commodity index is greater than or equal to its respective downside threshold level, the payment at maturity will be the stated principal amount plus
the contingent quarterly coupon with respect to the final determination date. If, however, the final index value of any underlying commodity index is
less than its downside threshold level, investors will be fully exposed to the decline in the worst performing underlying commodity index on a 1 to 1
basis and will receive a payment at maturity that is less than 80% 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 in the securities and also the risk of not
receiving any contingent quarterly coupons throughout the 7-year term of the securities. Because all payments on the securities are based on the
worst performing of the underlying commodity indices, a decline beyond its respective downside threshold level of any underlying commodity index
will result in few or no contingent coupon payments or a significant loss of your investment, even if one or more of the other underlying commodity
indices have appreciated or have 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 potentially above-market rate in exchange for the risk of receiving few or no contingent quarterly coupons over
the entire 7-year term. Investors will not participate in any appreciation of any underlying commodity index. 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.
·
The stated principal amount and original issue price of each security is $1,000.
·
If, on any determination date, the index closing value of each underlying commodity index is greater than or equal to 80% of its respective initial
index value, which we refer to as its downside threshold level, we will pay a contingent quarterly coupon at an annual rate of 17.50%
(corresponding to approximately $43.75 per quarter per security) on the related contingent payment date.
·
If, on any determination date, the index closing value of any underlying commodity index is less than its respective downside threshold level, no
contingent quarterly coupon will be paid with respect to that determination date. It is possible that one or more underlying commodity indices
will remain below their respective downside threshold levels for extended periods of time or even throughout the entire term of the securities
so that you will receive few or no contingent quarterly coupons during that period.

º
The determination dates are July 30, 2015, October 30, 2015, February 1, 2016, May 2, 2016, August 1, 2016, October 31, 2016, January
30, 2017 and May 1, 2017, July 31, 2017, October 30, 2017, January 30, 2018, April 30, 2018, July 30, 2018, October 30, 2018, January
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30, 2019, April 30, 2019, July 30, 2019, October 30, 2019, January 30, 2020, April 30, 2020, July 30, 2020, October 30, 2020, February 1,
2021, April 30, 2021, July 30, 2021, November 1, 2021, January 31, 2022 and May 2, 2022, subject to postponement for non-index business
days and certain market disruption events. We refer to May 2, 2022 as the final determination date.

º
The contingent payment date with respect to each determination date other than the final determination date is the third business day after
such determination date. The payment of the contingent quarterly coupon, if any, with respect to the final determination date will be made
on the maturity date.
·
If, on any determination date, beginning on October 30, 2015 to but excluding the final determination date, the index closing value of each
underlying commodity index is greater than or equal to its respective redemption threshold level of 95% of its initial index value, the securities
will be automatically redeemed for the early redemption payment on the third business day following the related determination date. The early
redemption payment will equal (i) the stated principal amount plus (ii) the contingent quarterly coupon with respect to the related determination
date.
·
At maturity, if the securities have not previously been redeemed, you will receive for each security that you hold an amount of cash equal to:

º
if the final index value of each underlying commodity index is greater than or equal to its respective downside threshold level, the stated
principal amount plus the contingent quarterly coupon with respect to the final determination date, or

º
if the final index value of any underlying commodity index is less than its respective downside threshold level, (i) the stated principal amount
multiplied by (ii) the index performance factor of the worst performing underlying commodity index.
Under these circumstances, you will lose more than 20%, and possibly all, of your initial investment in the securities.
·
Investing in the securities is not equivalent to investing directly in the S&P GSCITM Crude Oil Index - Excess Return (the "SPGCCLP Index"),
the S&P GSCITM Grains Index - Excess Return (the "SGGCGRP Index") or the Bloomberg Softs Subindex (the "BCOMSO Index") or the
commodities futures contracts that underlie the underlying commodity indices.
·
The index performance factor is the final index value divided by the initial index value.
·
The worst performing underlying commodity index is the underlying commodity index with the largest percentage decrease from the respective
initial index value to the respective final index value.
·
The pricing date for the securities is April 30, 2015.
·
With respect to the SPGCCLP Index, the initial index value is 297.3421, which is its index closing value on the pricing date; with respect to the
SPGCGRP Index, the initial index value is 30.44215, which is its index closing value on the pricing date; and with respect to the BCOMSO
Index, the initial index value is 45.3976, which is its index closing value on the pricing date.
·
With respect to each underlying commodity index, the final index value is its respective index closing value on the final determination date.
·
The maturity date and each contingent payment date may be postponed as a result of the postponement of the related determination date due to
non-index business days or certain market disruption events. No adjustment will be made to any contingent quarterly coupon paid on a
postponed date.
·
The securities will not be listed on any securities exchange.
·
The estimated value of the securities on the pricing date is $900.10 per security. See "Summary of Pricing Supplement" beginning on PS-3.
·
The CUSIP number for the securities is 61762GDU5. The ISIN for the securities is US61762GDU58.
·
You should read the more detailed description of the securities in this pricing supplement. In particular, you should review and understand the
descriptions in "Summary of Pricing Supplement" and "Description of Securities."
The securities are riskier than ordinary debt securities. See "Risk Factors" beginning on PS-11.
The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this
pricing supplement is truthful or complete. Any representation to the contrary is a criminal offense.
PRICE $1,000 PER SECURITY

Price to public
Agent's commissions and fees Proceeds to issuer(3)
Per security
$1,000
$30(1)

$5(2)
$965
Total
$2,000,000
$70,000
$1,930,000
(1)
Selected dealers, including Morgan Stanley Wealth Management (an affiliate of the agent), and their financial advisors will collectively receive from the agent, MS &
Co., a fixed sales commission of $30 for each security they sell. See "Description of Securities--Supplemental Information Concerning Plan of Distribution; Conflicts of
Interest." For additional information, see "Plan of Distribution (Conflicts of Interest)" in the accompanying prospectus supplement.
(2)
Reflects a structuring fee payable to Morgan Stanley Wealth Management by the agent or its affiliates of $5 for each security.
(3)
See "Use of Proceeds and Hedging" on page PS-49.
The agent for this offering, Morgan Stanley & Co. LLC, is our wholly-owned subsidiary. See "Description of Securities--Supplemental
Information Concerning Plan of Distribution; Conflicts of Interest" in this pricing supplement.
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.
MORGAN STANLEY

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For a description of certain restrictions on offers, sales and deliveries of the securities and on the distribution of this pricing supplement
and the accompanying prospectus supplement and prospectus relating to the securities, see the section of this pricing supplement called
"Description of the Securities--Supplemental Information Concerning Plan of Distribution; Conflicts of Interest."

No action has been or will be taken by us, the agent or any dealer that would permit a public offering of the securities or possession or
distribution of this pricing supplement or the accompanying prospectus supplement or prospectus in any jurisdiction, other than the United
States, where action for that purpose is required. Neither this pricing supplement nor the accompanying prospectus supplement and
prospectus may be used for the purpose of an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not
authorized or to any person to whom it is unlawful to make such an offer or solicitation.

In addition to the selling restrictions set forth in "Plan of Distribution (Conflicts of Interest)" in the accompanying prospectus
supplement, the following selling restrictions also apply to the securities:

The securities have not been and will not be registered with the Comissão de Valores Mobiliários (The Brazilian Securities
Commission). The securities may not be offered or sold in the Federative Republic of Brazil except in circumstances which do not constitute a
public offering or distribution under Brazilian laws and regulations.

The securities have not been registered with the Superintendencia de Valores y Seguros in Chile and may not be offered or sold publicly
in Chile. No offer, sales or deliveries of the securities or distribution of this pricing supplement or the accompanying prospectus supplement
or prospectus, may be made in or from Chile except in circumstances which will result in compliance with any applicable Chilean laws and
regulations.

The securities have not been registered with the National Registry of Securities maintained by the Mexican National Banking and Securities
Commission and may not be offered or sold publicly in Mexico. This pricing supplement and the accompanying prospectus supplement and
prospectus may not be publicly distributed in Mexico.

PS-2

SUMMARY OF PRICING SUPPLEMENT

The following summary describes the Contingent Income Auto-Callable Securities due May 5, 2022, With 6-month Initial Non-Call Period,
Based on the Worst Performing of the S&P GSCITM Crude Oil Index - Excess Return, the S&P GSCITM Grains Index - Excess Return and the
Bloomberg Softs Subindex, which we refer to as the securities, in general terms only. You should read the summary together with the more detailed
information that is contained in the rest of this pricing supplement and in the accompanying prospectus and prospectus supplement. You should
carefully consider, among other things, the matters set forth in "Risk Factors."

The securities offered are medium-term debt securities of Morgan Stanley. The return on the securities is linked to the worst performing of the
S&P GSCITM Crude Oil Index - Excess Return, the S&P GSCITM Grains Index - Excess Return and the Bloomberg Softs Subindex, which we refer to
as the underlying commodity indices. Investors in the securities must be willing to accept the risk of a complete loss of principal, and also be willing
to forgo interest payments for the entire term of the securities and participation in any appreciation of the underlying commodity indices, in exchange
for the opportunity to receive the contingent quarterly coupon if the index closing value of each underlying commodity index on any of the quarterly
determination dates is at or above its respective downside threshold level. The securities do not guarantee the return of any principal at maturity and
all payments on the securities are subject to the credit risk of Morgan Stanley.

Each security costs $1,000

We, Morgan Stanley, are offering the Contingent Income Auto-Callable Securities due May 5, 2022, With 6-
month Initial Non-Call Period, Based on the Worst Performing of the S&P GSCITM Crude Oil Index - Excess
Return, the S&P GSCITM Grains Index - Excess Return and the Bloomberg Softs Subindex, which we refer to as
the securities. The stated principal amount and issue price of each security is $1,000.

The original issue 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 $900.10.

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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 commodity indices. The estimated
value of the securities is determined using our own pricing and valuation models, market inputs and assumptions
relating to the underlying commodity indices, instruments based on the underlying commodity 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 contingent quarterly coupon rate, the
redemption threshold levels and the downside threshold levels, 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 Morgan Stanley & Co. LLC, which we refer to as MS & Co., purchases the securities in the
secondary market, absent changes in market conditions, including those related to the underlying commodity
indices, may vary from, and be lower than, the estimated value on the pricing date, because the secondary market
price

PS-3

takes into account our secondary market credit spread as well as the bid-offer spread that MS & Co. would
charge in a secondary market transaction of this type and other factors. However, because the costs associated
with issuing, selling, structuring and hedging the securities are not fully deducted upon issuance, for a period of
up to 12 months following 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 commodity
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.

You will receive a contingent

You will receive a contingent quarterly coupon at an annual rate of 17.50% (corresponding to approximately
quarterly coupon only if the
$43.75 per quarter per security) on each contingent payment date but only if the index closing value of each
index closing value of each
underlying commodity index is greater than or equal to its respective downside threshold level of 80% of its
underlying commodity index is
initial index value on the related determination date. If, however, the index closing value of one or more
greater than or equal to its
underlying commodity indices is less than its respective downside threshold level on any determination
respective downside threshold
date, you will not receive a contingent quarterly coupon on the related contingent payment date. It is
level
possible that one or more underlying commodity indices could remain below their respective downside
threshold levels on each of the determination dates so that you will receive no contingent quarterly
coupons during the entire term of the securities. You will not participate in any appreciation in the
underlying commodity indices, and the return on the securities will be limited to the contingent quarterly
coupons, if any.

We refer to the contingent quarterly coupons on the securities as contingent because there is no guarantee that
you will receive a payment on any contingent payment date during the entire term of the securities. Even if each
underlying commodity index were to be at or above its respective downside threshold level on some
determination dates, one or more underlying commodity indices may decline below their respective downside
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threshold levels on others.

The pricing date for the securities is April 30, 2015.

With respect to the SPGCCLP Index, the initial index value is 297.3421, which is its index closing value on the
pricing date; with respect to the SPGCGRP Index, the initial index value is 30.44215, which is its index closing
value on the pricing date; and with respect to the BCOMSO Index, the initial index value is 45.3976, which is its
index closing value on the pricing date.

With respect to the SPGCCLP Index, the downside threshold level is 237.87368, which is 80% of its initial index
value; with respect to the SGGCGRP Index, the downside threshold level is 24.35372, which is 80% of its initial
index value; and with respect to the BCOMSO Index, the downside threshold level is 36.31808, which is 80% of
its initial index value.

The determination dates are July 30, 2015, October 30, 2015, February 1, 2016, May 2, 2016, August 1, 2016,
October 31, 2016, January 30, 2017 and May 1, 2017, July 31, 2017, October 30, 2017, January 30, 2018, April
30, 2018, July 30, 2018, October 30, 2018, January 30, 2019, April 30, 2019, July 30, 2019, October 30, 2019,
January 30, 2020, April 30, 2020, July 30, 2020, October 30, 2020, February 1, 2021, April 30,

PS-4

2021, July 30, 2021, November 1, 2021, January 31, 2022 and May 2, 2022, subject to postponement for non-
index business days and certain market disruption events. We also refer to May 2, 2022 as the final
determination date. The contingent payment dates are the third business day after each determination date other
than the final determination date. The payment of the contingent quarterly coupon, if any, with respect to the
final determination date will be made on the maturity date.

Each determination date is subject to postponement for non-index business days and certain market disruption
events as described under "Description of Securities--Determination Dates."

The maturity date and each contingent payment date may be postponed as a result of the postponement of the
related determination date due to non-index business days or certain market disruption events. No adjustment
will be made to any contingent quarterly coupon paid on a postponed date.

The securities do not guarantee
Unlike ordinary debt securities, the securities do not guarantee the repayment of any of the principal at
repayment of any principal at
maturity. As described more fully below, if the securities have not been automatically redeemed prior to
maturity
maturity and if the final index value of any underlying commodity index is below its respective downside
threshold level, you will be exposed to the downside performance of the worst performing underlying
commodity index at maturity, and your payment at maturity will represent a loss of at least 20% on your initial
investment and may be zero. There is no minimum payment at maturity on the securities. Accordingly,
you could lose your entire initial investment in the securities.

The securities will be

If, on any determination date, beginning on October 30, 2015 to but excluding the final determination date, the
automatically redeemed if the
index closing value of each underlying commodity index is greater than or equal to its respective redemption
index closing value of each
threshold level, the securities will be automatically redeemed for the early redemption payment on the third
underlying commodity index on
business day following the related determination date. Because the redemption threshold level for each
any of the quarterly
underlying commodity index is 95% of its initial index value, it is possible that the securities will be redeemed
determination dates beginning
even when the index closing value of each underlying commodity index as of such determination date is less
in October 2015 is greater than
than its respective initial index value. The early redemption payment will be an amount of cash equal to (i) the
or equal to its respective
stated principal amount plus (ii) the contingent quarterly coupon with respect to the related determination
redemption threshold level
date. No further payments will be made on the securities once they have been redeemed.
With respect to the SPGCCLP Index, the redemption threshold level is 282.474995, which is 95% of its initial
index value; with respect to the SGGCGRP Index, the redemption threshold level is 28.9200425, which is 95%
of its initial index value; and with respect to the BCOMSO Index, the redemption threshold level is 43.12772,
which is 95% of its initial index value.
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If the securities are not

At maturity, if the securities have not previously been redeemed, you will receive for each $1,000 stated
redeemed prior to maturity, the
principal amount of securities that you hold an amount of cash equal to:
payment at maturity will vary

depending on the final index
· if the final index value of each underlying commodity index is greater than or equal to its respective
value of each underlying
downside threshold level, the stated principal amount plus the contingent quarterly coupon with respect to
commodity index
the final determination date, or

· if the final index value of any underlying commodity index is less than its respective downside threshold
level, (i) the stated principal amount multiplied by

PS-5

(ii) the index performance factor of the worst performing underlying commodity index.

where,
final index value

index performance factor
=
initial index value

worst performing underlying commodity
=
the underlying commodity index with the largest percentage decrease
index
from the respective initial index value to the respective final index
value.

final index value
=
with respect to each underlying commodity index, the official
settlement price of such underlying commodity index, as published by
the index publisher or its successor for such underlying commodity
index, on the final determination date, subject to postponement for
non-index business days and certain market disruption events.

initial index value
=
with respect to each underlying commodity index, the official
settlement price of such underlying commodity index, as published by
the index publisher or its successor for such underlying commodity
index, on the pricing date.

If the final index value of any underlying commodity index is less than its respective downside threshold
level, you will be exposed to the downside performance of the worst performing underlying commodity
index at maturity, and your payment at maturity will represent a loss of at least 20% on your initial
investment and may be zero.

All payments on the securities are subject to the credit risk of Morgan Stanley.

Beginning on PS-8, we have provided examples titled "Hypothetical Payouts on the Securities," which explain
in more detail the possible payouts on the securities on each determination date and at maturity assuming a
variety of hypothetical index closing values for each underlying commodity index for each determination date,
including the final determination date. The table does not show every situation that can occur.

You can review the historical values of the underlying commodity indices in the section of this pricing
supplement called "Description of Securities--Historical Information" starting on PS-45. You cannot predict
the future value of any underlying commodity index based on its historical values.

Investing in the securities is not equivalent to investing directly in the underlying commodity indices or the
commodities futures contracts that underlie the underlying commodity indices.

You will not participate in any
You will not participate in any appreciation in the value of any underlying commodity index from its respective
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appreciation in the value of any
initial index value, and the return on the securities will be limited to the contingent quarterly coupons that are
underlying commodity index,
paid with respect to each determination date on which the index closing value of each underlying commodity
and the return on the securities
index is greater than or equal to its respective downside

PS-6

will be limited to the contingent
threshold level. In addition, the automatic early redemption feature may limit the term of your investment to as
quarterly coupons, if any
short as approximately six months. If the securities are redeemed prior to maturity, you will receive no more
coupon payments, and you may not be able to reinvest at comparable terms or returns.

Postponement of maturity date
If, due to a market disruption event or otherwise, the final determination date is postponed so that the final
determination date falls less than two business days prior to the scheduled maturity date, the maturity date will
be postponed to the second business day following the final determination date as postponed. See "Description
of Securities--Maturity Date."

Morgan Stanley Capital Group
We have appointed our affiliate Morgan Stanley Capital Group Inc., which we refer to as MSCG, to act as
Inc. will be the calculation agent
calculation agent for The Bank of New York Mellon, a New York banking corporation, the trustee for our senior
notes. As calculation agent, MSCG has determined the initial index values, the redemption threshold levels and
the downside threshold levels, and will determine the index closing values on each determination date, the final
index values, whether the securities will be redeemed following any determination date, whether the contingent
quarterly coupon will be paid on any contingent payment date, whether a market disruption event has occurred
and the payment that you will receive upon early redemption or at maturity, if any.

Morgan Stanley & Co. LLC will
The agent for the offering of the securities, MS & Co., will conduct this offering in compliance with the
be the agent; conflicts of interest
requirements of FINRA Rule 5121 of the Financial Industry Regulatory Authority, Inc., which is commonly
referred to as FINRA, regarding a FINRA member firm's distribution of the securities of an affiliate and related
conflicts of interest. MS & Co. or any of our other affiliates may not make sales in this offering to any
discretionary account. See "Description of Securities--Supplemental Information Concerning Plan of
Distribution; Conflicts of Interest."

Where you can find more

The securities are senior unsecured securities issued as part of our Series F medium-term note program. You
information on the securities
can find a general description of our Series F medium-term note program in the accompanying prospectus
supplement dated November 19, 2014 and prospectus dated November 19, 2014. We describe the basic features
of this type of security in the section of the prospectus supplement called "Description of Notes--Notes Linked
to Commodity Prices, Single Securities, Baskets of Securities or Indices" and in the section of the prospectus
called "Description of Debt Securities--Fixed Rate Debt Securities."

For a detailed description of the terms of the securities, you should read the section of this pricing
supplement called "Description of Securities." You should also read about some of the risks involved in
investing in the securities in the section of this pricing supplement called "Risk Factors." The tax and
accounting treatment of investments in commodity-linked securities such as the securities may differ from
that of investments in ordinary debt securities. See the section of this pricing supplement called
"Description of Securities--United States Federal Taxation." We urge you to consult with your
investment, legal, tax, accounting and other advisers with regard to any proposed or actual investment in
the securities.

How to reach us

You may contact your local Morgan Stanley branch office or call us at (800) 233-1087.

PS-7

HYPOTHETICAL PAYOUTS ON THE SECURITIES
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The following hypothetical examples illustrate how to determine whether a contingent quarterly coupon is paid with respect to a determination date
and how to calculate the payment at maturity if the securities have not been automatically redeemed early. The following examples are for illustrative
purposes only. Whether you receive a contingent quarterly coupon will be determined by reference to the index closing value of each underlying
commodity index on each quarterly determination date, and the amount you will receive at maturity, if any, will be determined by reference to the
index closing value of each underlying commodity index on the final determination date. The actual initial index value, redemption threshold level
and downside threshold level for each underlying commodity index are set forth on the cover of this pricing supplement. All payments on the
securities, if any, are subject to the credit risk of Morgan Stanley. The numbers in the hypothetical examples below may have been rounded for the
ease of analysis. The below examples are based on the following terms:

Contingent Quarterly Coupon:

A contingent quarterly coupon will be paid on the securities on each contingent payment date but only if the
index closing value of each underlying commodity index is at or above its respective downside threshold level
on the related determination date. If payable, the contingent quarterly coupon will be an amount in cash per
stated principal amount corresponding to a return of 17.50% per annum for each interest payment period for
each applicable determination date (corresponding to approximately $43.75 per quarter per security*).

Automatic Early Redemption

If, on any determination date, beginning on October 30, 2015 to but excluding the final determination date, the
(starting in October 2015):
index closing value of each underlying commodity index is greater than or equal to its respective redemption
threshold level on any quarterly determination date, the securities will be automatically redeemed for an early
redemption payment equal to the stated principal amount plus the contingent quarterly coupon with respect to
the related determination date. No further payments will be made on the securities once they have been
redeemed.

Payment at Maturity (if the

If the final index value of each underlying commodity index is greater than or equal to its respective downside
securities have not been
threshold level, investors will receive the stated principal amount and the contingent quarterly coupon with
automatically redeemed early):
respect to the final determination date.

If the final index value of any underlying commodity index is less than its respective downside threshold level,
investors will receive a payment at maturity equal to the stated principal amount multiplied by the index
performance factor of the worst performing underlying commodity index. The worst performing underlying
commodity index is the underlying commodity index with the largest percentage decrease from the respective
initial index value to the respective final index value. Under these circumstances, the payment at maturity will
be less than 80% 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 SPGCCLP Index: 300

With respect to the SPGCGRP Index: 30

With respect to the BCOMSO Index: 40

Hypothetical Redemption

With respect to the SPGCCLP Index: 285, which is 95% of the hypothetical initial index value for such index
Threshold Level:

With respect to the SPGCGRP Index: 28.50, which is 95% of the hypothetical initial index value for such index

With respect to the BCOMSO Index: 38, which is 95% of the hypothetical initial index

value for such index

Hypothetical Downside Threshold
With respect to the SPGCCLP Index: 240, which is 80% of the hypothetical initial index value for such index
Level:

With respect to the SPGCGRP Index: 24, which is 80% of the hypothetical initial index

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value for such index
With respect to the BCOMSO Index: 32, which is 80% of the hypothetical initial index value for such index
* The actual contingent quarterly 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 quarterly coupon of $43.75 is used in these examples for ease of analysis.
How to determine whether a contingent quarterly coupon is payable with respect to a determination date:

Hypothetical Index Closing Value
Contingent Quarterly Coupon

SPGCCLP Index
SPGCGRP Index
BCOMSO Index
Hypothetical Determination
250 (at or above
26 (at or above
34 (at or above
$43.75
Date 1
the downside threshold the downside threshold
the downside threshold
level)
level)
level)
Hypothetical Determination
220 (below the
25 (at or above
37 (at or above
$0
Date 2
downside threshold
the downside threshold
the downside threshold
level)
level)
level)
Hypothetical Determination
260 (at or above
27 (at or above
29 (below the downside
$0
Date 3
the downside threshold the downside threshold
threshold level)
level)
level)
Hypothetical Determination
210 (below the
23 (below the downside 30 (below the downside
$0
Date 4
downside threshold
threshold level)
threshold level)
level)

On hypothetical determination date 1, each underlying commodity index closes at or above its respective downside threshold level. Therefore, a
contingent quarterly coupon of $43.75 is paid on the relevant contingent payment date.

On each of hypothetical determination dates 2 and 3, two underlying commodity indices close at or above their respective downside threshold levels,
but the other underlying commodity index closes below its respective downside threshold level. Therefore, no contingent quarterly coupon is paid on
the relevant contingent payment date.

On hypothetical determination date 4, each underlying commodity index closes below its respective downside threshold level, and, accordingly, no
contingent quarterly coupon is paid on the relevant contingent payment date.

If the index closing value of any underlying commodity index is less than its respective downside threshold level on each determination date, you
will not receive any contingent quarterly coupons for the entire 7-year term of the securities.

How to calculate the payment at maturity (if the securities have not been automatically redeemed):

Starting in October 2015 to but excluding the final determination date, if the index closing value of each underlying commodity index is greater than
or equal to its respective redemption threshold level on any quarterly determination date, the securities will be automatically redeemed for an early
redemption payment equal to (i) the stated principal amount for each security you hold plus (ii) the contingent quarterly coupon with respect to the
related determination date. No further payments will be made on the securities once they have been redeemed.

The examples below illustrate how to calculate the payment at maturity if the securities have not been automatically redeemed prior to maturity.

Hypothetical Final Index Value
Payment at Maturity

SPGCCLP Index
SPGCGRP Index
BCOMSO Index
Example 1:
250 (at or above the
12 (below the downside
33 (at or above
$1,000 x index performance factor of the worst
downside threshold level)
threshold level)
the downside threshold
performing underlying commodity index =
level)
$1,000 x (12 / 30) = $400
Example 2:
220 (below the downside
26 (at or above
16 (below the downside
$1,000 x (16 / 40) = $400
threshold
the downside threshold
threshold

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level)
level)
level)

Example 3:
135 (below the downside
12 (below the downside
12 (below the downside
$1,000 x (12 / 40) = $300
threshold level)
threshold level)
threshold level)
Example 4:
90 (below the downside
6 (below the downside
16 (below the downside
$1,000 x (6 / 30) = $200
threshold level)
threshold level)
threshold level)
Example 5:
245 (at or above
28 (at or above
34 (at or above
$1,000 + $43.75 = $1,043.75
the downside threshold
the downside threshold
the downside threshold
(The stated principal amount + the contingent
level)
level)
level)
quarterly coupon with respect to the final
determination date.)
For more information, please see above under
"How to determine whether a contingent
quarterly coupon is payable with respect to a
determination date."

In examples 1 and 2, the final index value of one underlying commodity index is at or above its downside threshold level, but the final index value of
one or both of the other underlying commodity indices are below their respective downside threshold level(s). Therefore, investors are exposed to the
downside performance of the worst performing underlying commodity index at maturity and receive at maturity an amount equal to the stated
principal amount multiplied by the index performance factor of the worst performing underlying commodity index. Moreover, investors do not receive
any contingent quarterly coupon for the final quarterly period.

Similarly, in examples 3 and 4, the final index value of each underlying commodity index is below its respective downside threshold level, and
investors receive at maturity an amount equal to the stated principal amount multiplied by the index performance factor of the worst performing
underlying commodity index. In example 3, the SPGCCLP Index has declined 55% from its initial index value to its final index value, the SPGCGRP
Index has declined 60% from its initial index value to its final index value and the BCOMSO Index has declined 70% from its initial index value to its
final index value. Therefore, the payment at maturity equals the stated principal amount multiplied by the index performance factor of the BCOMSO
Index, which is the worst performing underlying commodity index in this example. In example 4, the SPGCCLP Index has declined 70% from its
initial index value to its final index value, the SPGCGRP Index has declined 80% from its initial index value to its final index value and the BCOMSO
Index has declined 60% from its initial index value. Therefore, the payment at maturity equals the stated principal amount times the index
performance factor of the SPGCGRP Index, which is the worst performing underlying commodity index in this example. In each of examples 1 to 4,
investors do not receive the contingent quarterly coupon for the final quarterly period.

In example 5, the final index value of each underlying commodity index is at or above its respective downside threshold level. Therefore, investors
receive at maturity the stated principal amount of the securities and the contingent quarterly coupon with respect to the final determination date.

If the final index value of ANY underlying commodity index is below its respective downside threshold level, you will be exposed to the downside
performance of the worst performing underlying commodity index at maturity, and your payment at maturity will be less than $800 per security
and could be zero.

PS-10

RISK FACTORS

The securities are not secured debt, are riskier than ordinary debt securities, and, unlike ordinary debt securities, do not guarantee the payment of
regular interest or the return of any principal at maturity. Investing in the securities is not equivalent to directly investing in the underlying
commodity indices or in the commodities futures contracts that underlie the underlying commodity indices. This section describes the most significant
risks relating to the securities.

The securities do not guarantee
The terms of the securities differ from those of ordinary debt securities in that they do not guarantee the return of
the return of any principal at
any principal at maturity. Instead, if the securities have not been automatically redeemed prior to maturity, and
maturity
if the final index value of any underlying commodity index is less than its respective downside threshold level of
80% of its initial index value, you will be exposed to the decline in the index closing value of the worst
performing underlying commodity index, as compared to its initial index value, on a 1 to 1 basis, and you will
receive for each security that you hold at maturity an amount equal to the stated principal amount times the
index performance factor of the worst performing underlying commodity index. In this case, the payment at
maturity will be less than 80% of the stated principal amount and could be zero. There is no minimum
payment at maturity on the securities. Accordingly, you could lose your entire initial investment in the
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