Obligation Morgan Stanleigh 0% ( US61762W6387 ) en USD

Morgan Stanleigh

100 % ▲

Etas-Unis

US61762W6387 ( en USD )

30/11/2023 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley US61762W6387 en USD 0%, échue

1 000 USD

3 000 000 USD

61762W638

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 US61762W6387, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/11/2023

http://www.sec.gov/Archives/edgar/data/895421/000095010313006932/...
424B2 1 dp42237_424b2-ps1183.htm FORM 424B2
CALCULATION OF REGISTRATION FEE
Maximum
Aggregate

Amount of Registration
Title of Each Class of Securities Offered
Offering Price
Fee
Airbag Performance Securities due 2023

$3,000,000

$386.40

Pricing Supplement No. 1,183
Registration Statement No. 333-178081
Dated November 26, 2013
Filed Pursuant to Rule 424(b)(2)

Morgan Stanley $3,000,000 Airbag Performance Securities
Linked to the EURO STOXX 50® Index due November 30, 2023
Principal at Risk Securities
Investment Description
These Airbag Performance Securities (the "Securities") are unsecured and unsubordinated debt securities issued by Morgan Stanley
with returns linked to the performance of the EURO STOXX 50® Index (the "Index"). If the Index Return is greater than zero,
Morgan Stanley will pay the Principal Amount at maturity plus a return equal to the product of (i) the Principal Amount multiplied by
(ii) the Index Return multiplied by (iii) the Participation Rate of 230.20%. If the Index Return is less than or equal to zero, but greater
than or equal to the Threshold Percentage of -50%, Morgan Stanley will repay the full Principal Amount at maturity. However, if the
Index Return is negative and less than the Threshold Percentage, Morgan Stanley will pay you less than the Principal Amount at
maturity, resulting in a loss on the Principal Amount to investors of 2% for each 1% decline in excess of the Threshold
Percentage. These long-dated Securities are for investors who seek an opportunity to earn an equity index-based return with
enhanced growth potential and potentially reduced downside exposure to the Index at maturity in exchange for the risk of a loss of al
or a substantial portion of the Principal Amount and forgoing current income. Investing in the Securities involves significant
risks. You will not receive interest or dividend payments during the term of the Securities. You may lose some or all of
your Principal Amount. The Threshold Percentage is observed only on the Final valuation Date and applies at maturity; if
you are able to sell the Securities prior to maturity, you may receive substantially less than the Principal Amount even if
the Index Return is not less than the Threshold Percentage at the time of the sale.
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.
Features

Key Dates

q
Participation in Positive Index Returns: If the Index

Trade Date
November 26, 2013
Return is greater than zero, Morgan Stanley will pay the
Settlement Date
November 29, 2013

Principal Amount at maturity plus pay a return equal to the
Final Valuation Date*
November 24, 2023
Index Return multiplied by the Participation Rate. If the

Maturity Date*
November 30, 2023
Index Return is less than zero, investors may be exposed
to the negative Index Return at maturity.
q
Contingent Downside Market Exposure: If the Index

* Subject to postponement in the event of a Market
Return is equal to or less than zero but greater than or
Disruption Event or for non-Index Business Days. See
equal to the Threshold Percentage, Morgan Stanley wil
"Postponement of Final Valuation Date and Maturity Date"
pay the Principal Amount at maturity. However, if the
under "Additional Terms of the Securities."
Index Return is negative and less than the Threshold
Percentage, Morgan Stanley will pay less than the full
Principal Amount, if anything, resulting in a loss on the
Principal Amount to investors of 2% for each 1% decline
in excess of the Threshold Percentage. The Threshold
Percentage is observed only on the Final Valuation Date
and applies at maturity; if you are able to sel the
Securities prior to maturity, you may receive substantial y
less than the Principal Amount even if the Index Return is
not less than the Threshold Percentage at the time of the
sale. Any payment on the Securities, including any
repayment of principal, is subject to the creditworthiness
of Morgan Stanley.
THE SECURITIES ARE SIGNIFICANTLY RISKIER THAN CONVENTIONAL DEBT INSTRUMENTS. THE TERMS OF THE
SECURITIES MAY NOT OBLIGATE MORGAN STANLEY TO REPAY THE FULL PRINCIPAL AMOUNT OF THE SECURITIES.
THE SECURITIES CAN HAVE THE FULL DOWNSIDE MARKET RISK OF THE INDEX, WHICH CAN RESULT IN A LOSS OF
SOME OR ALL OF YOUR INVESTMENT AT MATURITY. THIS MARKET RISK IS IN ADDITION TO THE CREDIT RISK
INHERENT IN PURCHASING A DEBT OBLIGATION OF MORGAN STANLEY. YOU SHOULD NOT PURCHASE THE
SECURITIES IF YOU DO NOT UNDERSTAND OR ARE NOT COMFORTABLE WITH THE SIGNIFICANT RISKS INVOLVED IN
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INVESTING IN THE SECURITIES.
YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED UNDER ``KEY RISKS'' BEGINNING ON PAGE 5 OF THIS
PRICING SUPPLEMENT IN CONNECTION WITH YOUR PURCHASE OF THE SECURITIES. EVENTS RELATING TO ANY OF
THOSE RISKS, OR OTHER RISKS AND UNCERTAINTIES, COULD ADVERSELY AFFECT THE MARKET VALUE OF, AND THE
RETURN ON, YOUR SECURITIES.
Security Offering
Morgan Stanley is offering Airbag Performance Securities linked to the EURO STOXX 50® Index. The Securities are not subject to a
predetermined maximum gain and, accordingly, any return at maturity wil be determined by the performance of the Index. The
Securities are offered at a minimum investment of 1 Security at the Price to Public listed below.
Downside
Participation
Participation
Threshold
Index
Initial Level
Rate
Factor
Percentage
CUSIP
ISIN
EURO STOXX
3,062.62
230.20%
2.0
-50%
61762W638
US61762W6387
50® Index
See "Additional Information about Morgan Stanley and the Securities" on page 2. The Securities will have the terms set
forth in the accompanying prospectus, prospectus supplement and index supplement and this pricing supplement.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these Securities
or passed upon the adequacy or accuracy of this pricing supplement or the accompanying prospectus supplement, index
supplement and prospectus. Any representation to the contrary is a criminal offense. The Securities are not bank deposits and are
not insured by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or
guaranteed by, a bank.
Estimated value on the Trade Date
$920.90 per Security. See "Additional Information about Morgan Stanley and the
Securities" on page 2.
Proceeds to Morgan

Price to Public
Underwriting Discount(1)
Stanley(2)
Per Security
$1,000
$35
$965
Total
$3,000,000
$105,000
$2,895,000
(1) UBS Financial Services Inc., acting as dealer, wil receive from Morgan Stanley & Co. LLC, the agent, a fixed sales commission of $35 for each Security it sells. For
more information, please see "Supplemental Plan of Distribution; Conflicts of Interest" on page 20 of this pricing supplement.
(2) See "Use of Proceeds and Hedging" on page 18.
The agent for this offering, Morgan Stanley & Co. LLC, is our wholly-owned subsidiary. See "Supplemental Plan of Distribution; Conflicts of Interest" on page 20 of this
pricing supplement.
Morgan Stanley
UBS Financial Services Inc.

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Additional Information about Morgan Stanley and the Securities

Morgan Stanley has filed a registration statement (including a prospectus, as supplemented by a prospectus supplement and an
index supplement) with the SEC for the offering to which this communication relates. In connection with your investment, you should
read the prospectus in that registration statement, the prospectus supplement, the index supplement and any other documents
relating to this offering that Morgan Stanley has filed with the SEC for more complete information about Morgan Stanley and this
offering. You may get these documents for free by visiting EDGAR on the SEC website at.www.sec.gov. Alternatively, Morgan
Stanley, any underwriter or any dealer participating in this offering will arrange to send you the prospectus, the prospectus
supplement and the index supplement if you so request by calling toll-free 1-(800)-584-6837.

You may access the accompanying prospectus supplement, index supplement and prospectus on the SEC website at.www.sec.gov
as follows:

t Prospectus supplement dated November 21, 2011:
http://www.sec.gov/Archives/edgar/data/895421/000095010311004876/dp27245_424b2-seriesf.htm

t Index supplement dated November 21, 2011:
http://www.sec.gov/Archives/edgar/data/895421/000095010311004850/dp27202_424b2.htm

t Prospectus dated November 21, 2011:
http://www.sec.gov/Archives/edgar/data/895421/000095010311004877/dp27266_424b2-debt.htm

References to "Morgan Stanley," "we," "our" and "us" refer to Morgan Stanley. In this document, the "Securities" refers to the
Airbag Performance Securities that are offered hereby. Also, references to the accompanying "prospectus", "prospectus
supplement" and "index supplement" mean the Morgan Stanley prospectus dated November 21, 2011, the Morgan Stanley
prospectus supplement dated November 21, 2011 and the Morgan Stanley index supplement dated November 21, 2011,
respectively.

You should rely only on the information incorporated by reference or provided in this pricing supplement or the accompanying prospectus
supplement, index supplement and prospectus. We have not authorized anyone to provide you with different information. We are not making an offer
of these securities in any state where the offer is not permitted. You should not assume that the information in this pricing supplement or the
accompanying prospectus supplement, index supplement and prospectus is accurate as of any date other than the date on the front of this document.

If the terms discussed in this pricing supplement differ from those discussed in the prospectus supplement, index supplement or
prospectus, the terms contained in this pricing supplement will control.

The Issue Price of each Security is $1,000. This price includes costs associated with issuing, selling, structuring and hedging the
Securities, which are borne by you, and, consequently, the estimated value of the Securities on the Trade Date is less than
$1,000. We estimate that the value of each Security on the Trade Date is $920.90.

What goes into the estimated value on the Trade Date?

In valuing the Securities on the Trade Date, we take into account that the Securities comprise both a debt component and a
performance-based component linked to the Index. The estimated value of the Securities is determined using our own pricing and
valuation models, market inputs and assumptions relating to the Index, instruments based on the Index, volatility and other factors
including current and expected interest rates, as wel 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 Participation Rate, the Threshold Percentage and the Downside
Participation Factor, 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 Trade Date and the secondary market price of the Securities?

The price at which MS & Co. purchases the Securities in the secondary market, absent changes in market conditions, including those
related to the Index, may vary from, and be lower than, the estimated value on the Trade Date, because the secondary market price
takes into account our secondary market credit spread as wel as the bid-offer spread that MS & Co. would charge in a secondary
market transaction of this type and other factors. However, because the costs associated with issuing, selling, structuring and
hedging the Securities are not ful y deducted upon issuance, for a period of up to 12 months fol owing the Settlement Date, to the
extent that MS & Co. may buy or sel the Securities in the secondary market, absent changes in market conditions, including those
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related to the Index, and to our secondary market credit spreads, it would do so based on values higher than the estimated
value. We expect that those higher values will also be reflected in your brokerage account statements.

MS & Co. may, but is not obligated to, make a market in the Securities and, if it once chooses to make a market, may cease doing
so at any time.

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Investor Suitability
The Securities may be suitable for you if:
The Securities may not be suitable for you if:

¨ You fully understand the risks inherent in an investment in the
¨ You do not ful y understand the risks inherent in an
Securities, including the risk of loss of your entire initial
investment in the Securities, including the risk of loss of your
investment.
entire initial investment.

¨ You can tolerate a loss of al or a substantial portion of your
¨ You cannot tolerate a loss of al or a substantial portion of
Principal Amount and are willing to make an investment that
your Principal Amount, and you are not willing to make an
may have the ful downside market risk of the Index.
investment that may have the ful downside market risk of the

Index.
¨ You are willing to hold the Securities to maturity, a term of

approximately 10 years, and accept that there may be little or
¨ You require an investment designed to provide a ful return of
no secondary market for the Securities.
principal at maturity.

¨ You believe the Index will appreciate over the term of the
¨ You are unable or unwilling to hold the Securities to maturity,
Securities and you are willing to invest in the Securities based
a term of approximately 10 years, or you seek an investment
on the Participation Rate of 230.20%.
for which there will be an active secondary market.

¨ You can tolerate fluctuations of the price of the Securities
¨ You believe that the level of the Index will decline during the
prior to maturity that may be similar to or exceed the downside
term of the Securities such that the Index Return is negative
fluctuations in the level of the Index.
and less than the Threshold Percentage on the Final Valuation

Date.
¨ You do not seek current income from your investment and

are willing to forgo dividends paid on the stocks included in the
¨ You are unwilling to invest in the Securities based on the
Index.
Participation Rate of 230.20%.

¨ You seek an investment with returns based on the
¨ You prefer the lower risk, and therefore accept the
performance of companies located in the Eurozone.
potential y lower returns, of conventional debt securities with

comparable maturities issued by Morgan Stanley or another
¨ You are willing to assume the credit risk of Morgan Stanley,
issuer with a similar credit rating.
as issuer of the Securities, and understand that if Morgan

Stanley defaults on its obligations you may not receive any
¨ You seek current income from your investment or prefer to
amounts due to you including any repayment of principal.
receive the dividends paid on the stocks included in the Index.

¨ You do not seek an investment with returns based on the
performance of companies located in the Eurozone.

¨ You are not willing or are unable to assume the credit risk
associated with Morgan Stanley, as issuer of the Securities,
for any payment on the Securities, including any repayment of
principal.

The investor suitability considerations identified above are not exhaustive. Whether or not the Securities are a suitable
investment for you will depend on your individual circumstances, and you should reach an investment decision only after
you and your investment, legal, tax, accounting and other advisors have carefully considered the suitability of an
investment in the Securities in light of your particular circumstances. You should also review "Key Risks" on page 5 of
this pricing supplement and "Risk Factors" beginning on page 5 of the accompanying prospectus for risks related to an
investment in the Securities.

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Final Terms

Investment Timeline
Issuer
Morgan Stanley

Issue Price (per
$1,000 per Security

Security)
Principal Amount
$1,000 per Security

Term
Approximately 10 years

Index
EURO STOXX 50® Index

Threshold
-50%

Percentage
Participation Rate 230.20%

Downside
2.0

Participation
Factor
Payment at
If the Index Return is greater than zero,

Maturity (per
Morgan Stanley will pay you an amount
Security)
calculated as fol ows:
$1,000 + [$1,000 × (Index Return ×
Participation Rate)]
If the Index Return is less than or equal
to zero but greater than or equal to the
Threshold Percentage, Morgan Stanley
will pay you a cash payment of:
$1,000 per Security
If the Index Return is negative and less
than the Threshold Percentage, Morgan
Stanley will pay you an amount calculated
as follows:
$1,000 + [$1,000 × (Index Return +
50%) x Downside Participation Factor]
In this case, you could lose up to all of
your Principal Amount.
Index Return
Final Level Initial Level

Initial Level
Initial Level
3,062.62, which is the Closing Level of the

Index on the Trade Date.
Final Level
The Closing Level of the Index on the Final

Valuation Date.
Final Valuation
November 24, 2023, subject to

Date
postponement in the event of a Market
Disruption Event or for non-Index Business
Days.
CUSIP / ISIN
61762W638 / US61762W6387

Calculation Agent
Morgan Stanley & Co. LLC

INVESTING IN THE SECURITIES INVOLVES SIGNIFICANT RISKS. YOU MAY LOSE YOUR ENTIRE PRINCIPAL
AMOUNT. ANY PAYMENT ON THE SECURITIES IS SUBJECT TO THE CREDITWORTHINESS OF MORGAN STANLEY. IF
MORGAN STANLEY WERE TO DEFAULT ON ITS PAYMENT OBLIGATIONS, YOU MAY NOT RECEIVE ANY AMOUNTS OWED
TO YOU UNDER THE SECURITIES AND YOU COULD LOSE YOUR ENTIRE INVESTMENT.

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Key Risks

An investment in the Securities involves significant risks. Some of the risks that apply to the Securities are summarized here, but we
urge you to also read the "Risk Factors" section of the accompanying prospectus. You should also consult your investment, legal,
tax, accounting and other advisers in connection with your investment in the Securities.

¨ The Securities do not guarantee any return of principal The terms of the Securities differ from those of ordinary debt
securities in that Morgan Stanley is not necessarily obligated to repay any of the Principal Amount at maturity. If the Index
Return is negative and less than the Threshold Percentage on the Final Valuation Date, you wil be exposed to the negative
Index Return and the payout owed at maturity by Morgan Stanley wil be an amount in cash that is less than the $1,000
Principal Amount of each Security, resulting in a loss on the Principal Amount of 2% for each 1% decline in excess of the
Threshold Percentage. There is no minimum payment at maturity on the Securities. Accordingly, you could lose all of your
Principal Amount in the Securities.

¨ You may incur a loss on your investment if you sell your Securities prior to maturity The Threshold Percentage is
observed on the Final Valuation Date and applies only at maturity. If you are able to sel your Securities in the secondary
market prior to maturity, you may have to sell them at a loss relative to your initial investment even if the Index Return is not
less than the Threshold Percentage at that time.

¨ The Participation Rate applies only if you hold the Securities to maturity  You should be willing to hold your Securities
to maturity. If you are able to sell your Securities prior to maturity in the secondary market, the price you receive will likely not
reflect the ful economic value of the Participation Rate or the Securities themselves, and the return you realize may be less
than the Index's return even if such return is positive. You can receive the ful benefit of the Participation Rate from Morgan
Stanley only if you hold your Securities to maturity.

¨ The Securities are subject to the credit risk of Morgan Stanley, and any actual or anticipated changes to its credit
ratings or credit spreads may adversely affect the market value of the Securities You are dependent on Morgan
Stanley's ability to pay al amounts due on the Securities at maturity, and therefore you are subject to the credit risk of Morgan
Stanley. If Morgan Stanley defaults on its obligations under the Securities, your investment would be at risk and you could
lose some or all of your investment. As a result, the market value of the Securities prior to maturity wil be affected by
changes in the market's view of Morgan Stanley's creditworthiness. Any actual or anticipated decline in Morgan Stanley's
credit ratings or increase in the credit spreads charged by the market for taking Morgan Stanley credit risk is likely to
adversely affect the market value of the Securities.

¨ The Securities do not pay interest Morgan Stanley wil not pay any interest with respect to the Securities over the term of
the Securities.

¨ Market price of the Securities may be influenced by many unpredictable factors Several factors, many of which are
beyond our control, wil influence the value of the Securities in the secondary market and the price at which MS & Co. may be
willing to purchase or sell the Securities in the secondary market (if at all), including:

o the value of the Index at any time,

o the volatility (frequency and magnitude of changes in value) of the Index,

o interest and yield rates in the market,

o geopolitical conditions and economic, financial, political, regulatory or judicial events that affect the Index or stock
markets general y and which may affect the Initial Level and/or the Final Level,

o the time remaining until the Securities mature, and

o any actual or anticipated changes in our credit ratings or credit spreads.

Some or all of these factors will influence the price that you will receive if you are able to sell your Securities prior to
maturity. Generally, the longer the time remaining to maturity, the more the market price of the Securities will be affected by
the other factors described above. For example, you may have to sell your Securities at a substantial discount from the
principal amount of $1,000 per Security if the value of the Index at the time of sale is at or below or moderately above its Initial
Level, and especial y if the Index Return is negative and is near, equal to or less than the Threshold Percentage, or if market
interest rates rise. You cannot predict the future performance of the Index based on its historical performance.

¨ The amount payable on the Securities is not linked to the level of the Index at any time other than the Final Valuation
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Date The Final Level will be based on the Closing Level of the Index on the Final Valuation Date, subject to postponement for
non-Index Business Days and certain Market Disruption Events. Even if the level of the Index appreciates prior to the Final
Valuation Date but then drops by the Final Valuation Date, the Payment at Maturity may be significantly less than it would have
been had the Payment at Maturity been linked to the level of the Index prior to such drop. Although the actual level of the
Index on the stated Maturity Date or at other times during the term of the Securities may be higher than the Final Level, the
Payment at Maturity wil be based solely on the Closing Level of the Index on the Final Valuation Date as compared to the
Initial Level.

¨ The Securities are linked to the EURO STOXX 50® Index and are subject to risks associated with investments in
Securities linked to the value of foreign equity securities The Securities are linked to the value of foreign equity
securities. Investments in securities linked to the value of foreign equity securities involve risks associated with the securities

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markets in those countries, including risks of volatility in those markets, governmental intervention in those markets and cross-
shareholdings in companies in certain countries. Although the equity securities included in the EURO STOXX 50® Index are
traded in foreign currencies, the value of your Securities (as measured in U.S. dollars) wil not be adjusted for any exchange
rate fluctuations. Also, there is general y less publicly available information about foreign companies than about U.S.
companies that are subject to the reporting requirements of the United States Securities and Exchange Commission, and
foreign companies are subject to accounting, auditing and financial reporting standards and requirements different from those
applicable to U.S. reporting companies. The prices of securities issued in foreign markets may be affected by political,
economic, financial and social factors in those countries, or global regions, including changes in government, economic and
fiscal policies and currency exchange laws. Local securities markets may trade a small number of securities and may be
unable to respond effectively to increases in trading volume, potentially making prompt liquidation of holdings difficult or
impossible at times. Moreover, the economies in such countries may differ favorably or unfavorably from the economy in the
United States in such respects as growth of gross national product, rate of inflation, capital reinvestment, resources,
self-sufficiency and balance of payment positions.

¨ Investing in the Securities is not equivalent to investing in the Index or the stocks composing the Index Investing in
the Securities is not equivalent to investing in the Index or the stocks that constitute the Index. Investors in the Securities will
not have voting rights or rights to receive dividends or other distributions or any other rights with respect to the stocks that
constitute the Index.

¨ The rate we are willing to pay for securities of this type, maturity and issuance size is likely to be lower than the rate
implied by our secondary market credit spreads and advantageous to us. Both the lower rate and the inclusion of
costs associated with issuing, selling, structuring and hedging the Securities in the Issue Price reduce the economic
terms of the Securities, cause the estimated value of the Securities to be less than the Issue Price and will adversely
affect secondary market prices Assuming no change in market conditions or any other relevant factors, the prices, if any,
at which dealers, including MS & Co., may be willing to purchase the Securities in secondary market transactions will likely be
significantly lower than the Issue Price, because secondary market prices will exclude the issuing, selling, structuring and
hedging-related costs that are included in the Issue Price and borne by you and because the secondary market prices wil
reflect our secondary market credit spreads and the bid-offer spread that any dealer would charge in a secondary market
transaction of this type as wel as other factors.

The inclusion of the costs of issuing, selling, structuring and hedging the Securities in the Issue Price and the lower rate we are
willing to pay as issuer make the economic terms of the Securities less favorable to you than they otherwise would be.

However, because the costs associated with issuing, selling, structuring and hedging the Securities are not ful y deducted upon
issuance, for a period of up to 12 months fol owing the Settlement Date, to the extent that MS & Co. may buy or sel the
Securities in the secondary market, absent changes in market conditions, including those related to the Index, and to our
secondary market credit spreads, it would do so based on values higher than the estimated value, and we expect that those
higher values will also be reflected in your brokerage account statements.

¨ The estimated value of the Securities is determined by reference to our pricing and valuation models, which may
differ from those of other dealers and is not a maximum or minimum secondary market price These pricing and
valuation models are proprietary and rely in part on subjective views of certain market inputs and certain assumptions about
future events, which may prove to be incorrect. As a result, because there is no market-standard way to value these types of
securities, our models may yield a higher estimated value of the Securities than those generated by others, including other
dealers in the market, if they attempted to value the Securities. In addition, the estimated value on the Trade Date does not
represent a minimum or maximum price at which dealers, including MS & Co., would be willing to purchase your Securities in
the secondary market (if any exists) at any time. The value of your Securities at any time after the date of this pricing
supplement wil vary based on many factors that cannot be predicted with accuracy, including our creditworthiness and
changes in market conditions. See also "Market price of the Securities may be influenced by many unpredictable factors"
above.

¨ Adjustments to the Index could adversely affect the value of the Securities The index publisher of the Index is
responsible for calculating and maintaining the Index. The index publisher may add, delete or substitute the stocks constituting
the Index or make other methodological changes required by certain corporate events relating to the stocks constituting the
Index, such as stock dividends, stock splits, spin-offs, rights offerings and extraordinary dividends, that could change the value
of the Index. The index publisher may discontinue or suspend calculation or publication of the Index at any time. In these
circumstances, the Calculation Agent wil have the sole discretion to substitute a Successor Index that is comparable to the
discontinued Index, and is permitted to consider indices that are calculated and published by the Calculation Agent or any of its
affiliates. Any of these actions could adversely affect the value of the Index and, consequently, the value of the Securities.

¨ The Securities will not be listed on any securities exchange and secondary trading may be limited The Securities wil
not be listed on any securities exchange. Therefore, there may be little or no secondary market for the Securities. MS & Co.
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may, but is not obligated to, make a market in the Securities and, if it once chooses to make a market, may cease doing so at
any time. When it does make a market, it wil generally do so for transactions of routine secondary market size at prices
based on its estimate of the current value of the Securities, taking into account its bid/offer spread, our credit spreads, market
volatility, the notional size of the proposed sale, the cost of unwinding any related hedging positions, the time remaining to
maturity and the likelihood that it will be able to resell the Securities. Even if there is a secondary market, it may not provide
enough liquidity to allow you to trade or sell the Securities easily. Since other broker-dealers may not participate significantly in
the secondary market for the Securities, the price at which you may be able to trade your Securities is likely to depend on the
price, if any, at which MS & Co. is willing to transact. If, at any time, MS & Co. were to cease making a

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