Obligation Morgan Stanleigh 0% ( US61762GDW15 ) en USD

Morgan Stanleigh

100 % ▲

Etas-Unis

US61762GDW15 ( en USD )

30/05/2025 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley US61762GDW15 en USD 0%, échue

1 000 USD

957 000 USD

61762GDW1

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 US61762GDW15, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/05/2025

L'Obligation émise par Morgan Stanleigh ( Etas-Unis ) , en USD, avec le code ISIN US61762GDW15, a été notée NR par l'agence de notation Moody's.

424B2 1 dp56554_424b2-ps274.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-

$957,000

$111.20
Callable Securities due 2025

PROSPECTUS Dated November 19, 2014
Pricing Supplement No. 274 to
PROSPECTUS SUPPLEMENT Dated November 19, 2014
Registration Statement No. 333-200365
Dated May 26, 2015
Rule 424(b)(2)
$957,000
GLOBAL MEDIUM-TERM NOTES, SERIES F
Senior Notes

Contingent Income Auto-Callable Securities due May 30, 2025, With 1-year Initial Non-Call Period
Based on the Worst Performing of the S&P GSCITM Crude Oil Index - Excess Return and the S&P GSCITM Brent
Crude Index - Excess Return
Principal at Risk Securities
Unlike ordinary debt securities, the Contingent Income Auto-Callable Securities due May 30, 2025, With 1-year Initial Non-Call Period, Based on
the Worst Performing of the S&P GSCITM Crude Oil Index - Excess Return and the S&P GSCITM Brent Crude Index - Excess Return, 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 and the S&P
GSCITM Brent Crude Index - Excess Return, which we refer to as the underlying commodity indices, is at or above its respective coupon barrier
level of 75% of its respective initial index value on the related determination date. If the index closing value of either underlying commodity index
is less than its coupon barrier 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 initial
index value on any quarterly determination date from and including May 26, 2016 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 of 50% of its respective initial index value, the payment at maturity will be the stated principal amount, and, if the final
index value of each underlying commodity index is also greater than or equal to its respective coupon barrier level, the contingent quarterly
coupon with respect to the final determination date. If, however, the final index value of either 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 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 in the securities and also the risk of not receiving any
contingent quarterly coupons throughout the 10-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 coupon barrier level or downside threshold level of either
underlying commodity index will result in few or no contingent coupon payments or a significant loss of your investment, even if the other
underlying commodity 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 potentially above-market rate in exchange for the risk of receiving few or no
contingent quarterly coupons over the entire 10-year term. Investors will not participate in any appreciation of either 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 75% of its respective
initial index value, which we refer to as its coupon barrier level, we will pay a contingent quarterly coupon at an annual rate of 9.00%
(corresponding to approximately $22.50 per quarter per security) on the related contingent payment date.
·
If, on any determination date, the index closing value of either underlying commodity index is less than its respective coupon barrier level,
no contingent quarterly coupon will be paid with respect to that determination date. It is possible that one or both underlying commodity
indices will remain below their respective coupon barrier 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.
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º
The determination dates are August 26, 2015, November 27, 2015, February 26, 2016, May 26, 2016, August 26, 2016, November 28,
2016, February 27, 2017, May 26, 2017, August 28, 2017, November 27, 2017, February 26, 2018, May 29, 2018, August 27, 2018,
November 26, 2018, February 26, 2019, May 28, 2019, August 26, 2019, November 26, 2019, February 26, 2020, May 26, 2020,
August 26, 2020, November 27, 2020, February 26, 2021, May 26, 2021, August 26, 2021, November 26, 2021, February 28, 2022,
May 26, 2022, August 26, 2022, November 28, 2022, February 27, 2023, May 26, 2023, August 28, 2023, November 27, 2023,
February 26, 2024, May 28, 2024, August 26, 2024, November 26, 2024, February 26, 2025, May 27, 2025, subject to postponement
for non-index business days and certain market disruption events. We refer to May 27, 2025 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 May 26, 2016 to but excluding the final determination date, the index closing value of each
underlying commodity index is greater than or equal to its respective 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, and, if the final index value of each underlying commodity index is also greater than or equal to its respective
coupon barrier level, the contingent quarterly coupon with respect to the final determination date, or
º
if the final index value of either 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 50%, 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") or the S&P GSCITM Brent Crude Index - Excess Return (the "SGGCBRP 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 larger percentage decrease from the
respective initial index value to the respective final index value.
·
The pricing date for the securities is May 26, 2015.
·
With respect to the SPGCCLP Index, the initial index value is 284.6385, which is its index closing value on the pricing date; and with
respect to the SGGCBRP Index, the initial index value is 477.3782, 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 $919.80 per security. See "Summary of Pricing Supplement" beginning on PS-3.
·
The CUSIP number for the securities is 61762GDW1. The ISIN for the securities is US61762GDW15.
·
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(1)
Fees and Commissions(2)
Proceeds to Issuer(3)
Per security
$1,000
$35
$965
Total
$957,000
$33,495
$923,505
(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 Concerning 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 PS-38.
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
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are they obligations of, or guaranteed by, a bank.
MORGAN STANLEY

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 30, 2025, With 1-year Initial Non-Call Period,
Based on the Worst Performing of the S&P GSCITM Crude Oil Index - Excess Return and the S&P GSCITM Brent Crude Index - Excess Return,
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 and the S&P GSCITM Brent Crude Index - Excess Return, 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 coupon barrier 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 30, 2025, With
1-year Initial Non-Call Period, Based on the Worst Performing of the S&P GSCITM Crude Oil Index - Excess
Return and the S&P GSCITM Brent Crude Index - Excess Return, which we refer to as the securities. The
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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 $919.80.

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
coupon barrier 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 9.00% (corresponding to approximately
quarterly coupon only if the index $22.50 per quarter per security) on each contingent payment date but only if the index closing value of each
closing value of
underlying commodity index is greater than or equal to its respective coupon barrier level of 75% of its
each underlying commodity index initial index value on the related determination date. If, however, the index closing value of one or both
is
underlying commodity indices is less than its respective coupon barrier level on any determination
greater than or equal to its
date, you will not receive a contingent quarterly coupon on the related contingent payment date. It is
respective
possible that one or both underlying commodity indices could remain below their respective coupon
coupon barrier level
barrier 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
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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 coupon barrier level on some
determination dates, one or both underlying commodity indices may decline below their respective coupon
barrier levels on others.

The pricing date for the securities is May 26, 2015.

With respect to the SPGCCLP Index, the initial index value is 284.6385, which is its index closing value on
the pricing date; and with respect to the SGGCBRP Index, the initial index value is 477.3782, which is its
index closing value on the pricing date.

With respect to the SPGCCLP Index, the coupon barrier level is 213.478875, which is 75% of its initial index
value; and with respect to the SGGCBRP Index, the coupon barrier level is 358.03365, which is 75% of its
initial index value.

With respect to the SPGCCLP Index, the downside threshold level is 142.31925, which is 50% of its initial
index value; and with respect to the SGGCBRP Index, the downside threshold level is 238.6891, which is
50% of its initial index value.

The determination dates are August 26, 2015, November 27, 2015, February 26, 2016, May 26, 2016, August
26, 2016, November 28, 2016, February 27, 2017, May 26, 2017, August 28, 2017, November 27, 2017,
February 26, 2018, May 29, 2018, August 27, 2018, November 26, 2018, February 26, 2019, May 28, 2019,
August 26, 2019, November 26, 2019, February 26, 2020, May 26, 2020, August 26, 2020, November 27,

PS-4

2020, February 26, 2021, May 26, 2021, August 26, 2021, November 26, 2021, February 28, 2022, May 26,
2022, August 26, 2022, November 28, 2022, February 27, 2023, May 26, 2023, August 28, 2023, November
27, 2023, February 26, 2024, May 28, 2024, August 26, 2024, November 26, 2024, February 26, 2025, May
27, 2025, subject to postponement for non-index business days and certain market disruption events. We also
refer to May 27, 2025 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
maturity. As described more fully below, if the securities have not been automatically redeemed prior to
of any principal at maturity
maturity and if the final index value of either 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 50% 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 May 26, 2016 to but excluding the final determination date, the
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automatically redeemed if the
index closing value of each underlying commodity index is greater than or equal to its respective initial index
index closing value of each
value, the securities will be automatically redeemed for the early redemption payment on the third business
underlying commodity index on
day following the related determination date. The early redemption payment will be an amount of cash equal
any of the quarterly
to (i) the stated principal amount plus (ii) the contingent quarterly coupon with respect to the related
determination dates beginning in determination date. No further payments will be made on the securities once they have been redeemed.
May 2016 is greater than or equal
to its respective initial index value

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

underlying commodity index
· 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, and, if the final index value of each underlying
commodity index is also greater than or equal to its respective coupon barrier level, the contingent
quarterly coupon with respect to the final determination date, or

· if the final index value of either 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.

PS-5

where,
final index value

index performance factor
=
initial index value

worst performing underlying commodity index
= the underlying commodity index with the larger percentage decrease 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 either 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 50% 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-36. You cannot
predict the future value of either 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.
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You will not participate in any
You will not participate in any appreciation in the value of either underlying commodity index from its
appreciation in the value of either
respective initial index value, and the return on the securities will be limited to the contingent quarterly
underlying commodity index, and
coupons that are paid with respect to each determination date on which the index closing value of each
the return on the securities will be underlying commodity index is greater than or equal to its respective coupon barrier level. In addition, the
limited to the contingent quarterly automatic early redemption feature may limit the term of your investment to as short as approximately one
coupons, if any
year. If the securities are redeemed prior to maturity, you will receive no more coupon payments, and you
may not be

PS-6

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 will determine the initial index values, the coupon barrier levels,
the downside threshold levels, 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 be The agent for the offering of the securities, MS & Co., will conduct this offering in compliance with the
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
information on the securities
program. You 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

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
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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, coupon barrier 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 coupon barrier 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 9.00% per annum for each interest payment period for each applicable
determination date (corresponding to approximately $22.50 per quarter per security*).
Automatic Early Redemption (starting
If, on any determination date, beginning on May 26, 2016 to but excluding the final determination date, the index
in May 2016):
closing value of each underlying commodity index is greater than or equal to its respective initial index value 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 securities
If the final index value of each underlying commodity index is greater than or equal to its respective downside
have not been automatically redeemed
threshold level, investors will receive the stated principal amount, and, if the final index value of each underlying
early):
commodity index is also greater than or equal to its respective coupon barrier level, the contingent quarterly
coupon with respect to the final determination date.

If the final index value of either 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 larger 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
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 SPGCCLP Index: 300
With respect to the SPGCBRP Index: 500
Hypothetical Coupon Barrier Level:
With respect to the SPGCCLP Index: 225, which is 75% of the hypothetical initial index value for such index
With respect to the SPGCBRP Index: 375, which is 75% of the hypothetical initial index value for such index
Hypothetical Downside Threshold
With respect to the SPGCCLP Index: 150, which is 50% of the hypothetical initial index value for such index
Level:
With respect to the SPGCBRP Index: 250, which is 50% of the hypothetical initial index value for such index

PS-8

* 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 $22.50 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
SPGCBRP Index

Hypothetical Determination
250 (at or above the coupon barrier
450 (at or above the coupon barrier
$22.50
Date 1
level)
level)
Hypothetical Determination
210 (below the coupon barrier level)
440 (at or above the coupon barrier
$0
Date 2
level)
Hypothetical Determination
260 (at or above the coupon barrier
350 (below the coupon barrier level)
$0
Date 3
level)
Hypothetical Determination
200 (below the coupon barrier level) 320 (below the coupon barrier level)
$0
Date 4
On hypothetical determination date 1, each underlying commodity index closes at or above its respective coupon barrier level. Therefore, a contingent
quarterly coupon of $22.50 is paid on the relevant contingent payment date.

On each of hypothetical determination dates 2 and 3, one underlying commodity index closes at or above its respective coupon barrier level, but the other
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underlying commodity index closes below its respective coupon barrier 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 coupon barrier level, and, accordingly, no contingent
quarterly coupon is paid on the relevant contingent payment date.

If the index closing value of either underlying commodity index is less than its respective coupon barrier level on each determination date, you will not
receive any contingent quarterly coupons for the entire 10-year term of the securities.

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

Starting in May 2016 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 initial index value 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.

PS-9

Hypothetical Final Index Value
Payment at Maturity

SPGCCLP Index
SPGCBRP Index

Example 1:
180 (at or above the downside
200 (below the downside threshold level)
$1,000 x index performance factor of the worst
threshold level)
performing underlying commodity index =
$1,000 x (200 / 500) = $400
Example 2:
120 (below the downside threshold
270 (at or above the downside threshold
$1,000 x (120 / 300) = $400
level)
level)
Example 3:
90 (below the downside threshold level)
200 (below the downside threshold level)
$1,000 x (90 / 300) = $300
Example 4:
120 (below the downside threshold
100 (below the downside threshold level)
$1,000 x (100 / 500) = $200
level)
Example 5:
250 (at or above the downside
300 (at or above the downside threshold
The stated principal amount
threshold level and the coupon barrier
level but below the coupon barrier level)
level)
Example 6:
240 (at or above the downside
410 (at or above the downside threshold
$1,000 + $22.50 = $1,022.50
threshold level and the coupon barrier
level and the coupon barrier level)
(The stated principal amount + the contingent
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 the other
underlying commodity index is below its respective downside threshold level. 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 70% from its initial index value to its final index value and the SPGCBRP Index has declined 60% 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 SPGCCLP Index, which is the worst performing underlying commodity index in this example. In example 4, the SPGCCLP Index has declined 60% from
its initial index value to its final index value and the SPGCBRP Index has declined 80% from its initial index value to its final index value. Therefore, the
payment at maturity equals the stated principal amount times the index performance factor of the SPGCBRP 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.
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In example 5, the final index value of each underlying commodity index is at or above its respective downside threshold level, but the final index value of one
underlying commodity index is below its respective coupon barrier level. Therefore, investors receive at maturity only the stated principal amount of the
securities, and do not receive the contingent quarterly coupon for the final quarterly period.

In example 6, the final index value of each underlying commodity index is at or above its respective downside threshold level and coupon barrier 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 EITHER 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 $500 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

The terms of the securities differ from those of ordinary debt securities in that they do not guarantee the
guarantee the return of any
return of any principal at maturity. Instead, if the securities have not been automatically redeemed prior to
principal at maturity
maturity, and if the final index value of either underlying commodity index is less than its respective
downside threshold level of 50% 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 50% 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 securities.

The securities do not provide

The terms of the securities differ from those of ordinary debt securities in that they do not provide for the
for the regular payment of
regular payment of interest. Instead, the securities will pay a contingent quarterly coupon but only if the
interest
index closing value of each underlying commodity index is at or above 75% of its respective initial index
value, which we refer to as the coupon barrier level, on the related determination date. If, on the other hand,
the index closing value of either underlying commodity index is lower than its respective coupon barrier
level on the relevant determination date for any interest period, we will pay no coupon on the applicable
contingent payment date. If the index closing value of either underlying commodity index is less than its
respective coupon barrier level on each determination date, you will not receive any contingent
quarterly coupon for the entire term of the securities. If you do not earn sufficient contingent quarterly
coupons over the term of the securities, the overall 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.

You are exposed to the price

Your return on the securities is not linked to a basket consisting of the two underlying commodity
risk of the two underlying
indices. Rather, it will be contingent upon the independent performance of each underlying commodity
commodity indices, with
index. Unlike an instrument with a return linked to a basket of underlying assets in which risk is mitigated
respect to both the contingent
and diversified among all the components of the basket, you will be exposed independently to the risks
quarterly coupons, if any, and
related to each underlying commodity index and the different types of crude oil futures contracts that they
the payment at maturity, if
reference. Poor performance by either underlying commodity index over the term of the securities will
any
negatively affect your return and will not be offset or mitigated by any positive performance by the other
underlying commodity index. To receive any contingent quarterly coupons, each underlying commodity
index must close at or above its respective coupon barrier level on the applicable determination date. In
addition, if the securities have not been automatically redeemed early and either underlying commodity
index has declined to below its respective downside threshold level as of the final determination date, you
will be fully exposed to the decline in the worst performing underlying commodity index over the term of
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