Obligation Morgan Stanleigh 0% ( US61765R4790 ) en USD

Morgan Stanleigh

100 % ▲

Etas-Unis

US61765R4790 ( en USD )

05/10/2021 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley US61765R4790 en USD 0%, échue

1 000 USD

2 705 000 USD

61765R479

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 US61765R4790, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 05/10/2021

424B2 1 dp60249_424b2-ps568r.htm FORM 424B2

CALCULATION OF REGISTRATION FEE

Maximum Aggregate

Amount of Registration
Title of Each Class of Securities Offered

Offering Price

Fee
Enhanced Trigger Jump Securities due 2021
$2,705,000

$272.39

Se pt e m be r 2 0 1 5
Pricing Supplement No. 568
Registration Statement No. 333-200365
Dated September 30, 2015
Filed pursuant to Rule 424(b)(2)
STRUCTURED INVESTMENTS
Opportunities in International Equities
Enhanced Trigger Jump Securities Based on the Value of the EURO STOXX 50® Index due October 5, 2021
Princ ipa l a t Risk Se c urit ie s
Enhanced Trigger Jump Securities, which we refer to as the securities, will pay an amount in cash at maturity that may be greater
than or less than the stated principal amount depending on the closing value of the underlying index on t he va lua t ion da t e . If
the closing value of the underlying index on the valuation date is a t or a bove 65% of the initial index value, which we refer to as
the downside threshold value, you will receive, in addition to the principal amount, a return based on the greater of the index
percent change and the specified fixed percentage. However, if the closing value of the underlying index on the valuation date is
be low 65% of the initial index value, the payment at maturity will be based solely on the index percent change, and, therefore,
you will be fully exposed to the negative performance of the underlying index over the term of the securities, and you will lose a
significant portion or all of your initial investment. These long-dated securities are for investors who seek an equity index-based
return and who are willing to risk their principal and forgo current income in exchange for the potential of receiving at least the fixed
percentage return if the final index value is at or above the specified downside threshold value. T he pa ym e nt a t m a t urit y m a y
be signific a nt ly le ss t ha n t he st a t e d princ ipa l a m ount a nd c ould be ze ro. The securities are unsecured notes issued
as part of Morgan Stanley's Series F Global Medium-Term Notes program.
All pa ym e nt s a re subje c t t o t he c re dit risk of M orga n St a nle y. I f M orga n St a nle y de fa ult s on it s obliga t ions,
you c ould lose som e or a ll of your inve st m e nt . T he se se c urit ie s a re not se c ure d obliga t ions a nd you w ill not
ha ve a ny se c urit y int e re st in, or ot he rw ise ha ve a ny a c c e ss t o, a ny unde rlying re fe re nc e a sse t or a sse t s.
FI N AL T ERM S

I ssue r:
Morgan Stanley
Aggre ga t e princ ipa l
$2,705,000
a m ount :
St a t e d princ ipa l a m ount : $10 per security
I ssue pric e :
$10 per security (see "Commissions and issue price" below)
Pric ing da t e :
September 30, 2015
Origina l issue da t e :
October 5, 2015 (3 business days after the pricing date)
M a t urit y da t e :
October 5, 2021
U nde rlying inde x :
EURO STOXX 50® Index
Pa ym e nt a t m a t urit y:
$10 + index return amount. This payment may be greater than or less than the stated principal
amount.
I nde x re t urn a m ount :
If the final index value is a t or a bove the downside threshold value, the index return amount will
equal:
$10 x [the greater of (i) the index percent change and (ii) the fixed percentage]
If the final index value is be low the downside threshold value, the index return amount will equal:
$10 x the index percent change
In this scenario, the payment at maturity will be less than $6.50 per stated principal amount of
securities and could be zero. There is no minimum payment at maturity on the securities, and
investors may lose their entire investment.
Fix e d pe rc e nt a ge :
30%
I nde x pe rc e nt c ha nge :
(final index value initial index value) / initial index value
I nit ia l inde x va lue :
3,100.67, which is the index closing value on the pricing date
Fina l inde x va lue :
The index closing value on the valuation date
Dow nside t hre shold
2,015.436, which is approximately 65% of the initial index value
va lue :
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V a lua t ion da t e :
September 30, 2021, subject to postponement for non-index business days and certain market
disruption events
CU SI P / I SI N :
61765R479 / US61765R4790
List ing:
The securities will not be listed on any securities exchange.
Age nt :
Morgan Stanley & Co. LLC ("MS & Co."), a wholly-owned subsidiary of Morgan Stanley. See
"Supplemental information regarding plan of distribution; conflicts of interest."
Est im a t e d va lue on t he
$9.384 per security. See "Investment Summary" beginning on page 2.
pric ing
da t e :
Com m issions a nd issue
Pric e t o public
Age nt 's c om m issions a nd
Proc e e ds t o issue r (3)
pric e :
fe e s
Pe r se c urit y
$10
$0.30(1)

$0.05(2)
$9.65
T ot a l
$2,705,000
$94,675
$2,610,325
(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 $0.30 for each security they sell. See "Supplemental information regarding
plan of distribution; conflicts of interest." For additional information, see "Plan of Distribution (Conflicts of Interest)" in the accompanying
product supplement for Jump Securities.
(2) Reflects a structuring fee payable to Morgan Stanley Wealth Management by the agent or its affiliates of $0.05 for each security.
(3) See "Use of proceeds and hedging" on page 15.
T he se c urit ie s involve risk s not a ssoc ia t e d w it h a n inve st m e nt in ordina ry de bt se c urit ie s.
Se e "Risk Fa c t ors" be ginning on pa ge 8 .
T he Se c urit ie s a nd Ex c ha nge Com m ission a nd st a t e se c urit ie s re gula t ors ha ve not a pprove d or disa pprove d
t he se se c urit ie s, or de t e rm ine d if t his doc um e nt or t he a c c om pa nying produc t supple m e nt , inde x
supple m e nt a nd prospe c t us is t rut hful or c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
T he se c urit ie s a re not ba nk de posit s a nd a re not insure d by t he Fe de ra l De posit I nsura nc e Corpora t ion or
a ny ot he r gove rnm e nt a l a ge nc y, nor a re t he y obliga t ions of, or gua ra nt e e d by, a ba nk .
Y ou should re a d t his doc um e nt t oge t he r w it h t he re la t e d produc t supple m e nt , inde x supple m e nt a nd
prospe c t us, e a c h of w hic h c a n be a c c e sse d via t he hype rlink s be low . Ple a se a lso se e "Addit iona l
I nform a t ion About t he Se c urit ie s" a t t he e nd of t his doc um e nt .
Produc t Supple m e nt for J um p Se c urit ie s da t e d N ove m be r 1 9 , 2 0 1 4 I nde x Supple m e nt da t e d N ove m be r
1 9 , 2 0 1 4
Prospe c t us da t e d N ove m be r 1 9 , 2 0 1 4

Enhanced Trigger Jump Securities Based on the Value of the EURO STOXX 50® Index due October 5, 2021
Princ ipa l a t Risk Se c urit ie s

Investment Summary

Enha nc e d T rigge r J um p Se c urit ie s

Princ ipa l a t Risk Se c urit ie s

Enhanced Trigger Jump Securities Based on the Value of the EURO STOXX 50® Index due October 5, 2021 (the "securities") can
be used:

To gain exposure to a U.S. equity index

To provide limited protection against loss and potentially outperform the underlying index for a certain range of performance of
the underlying index due to the fixed percentage if the final index value is a t or a bove 65% of the initial index value, which
we refer to as the downside threshold value.

The securities are exposed to the performance (whether negative or positive) of the EURO STOXX 50® Index, but provide a fixed
percentage minimum return payable at maturity if the index closing value on the valuation date is at or above the downside
threshold value. There is no minimum payment at maturity on the securities.
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M a t urit y:
6 years
Fix e d pe rc e nt a ge :
30%
Dow nside t hre shold va lue :
65% of the initial index value
M inim um pa ym e nt a t m a t urit y:
None. Investors may lose their entire initial investment in the securities.
I nt e re st :
None

The original issue price of each security is $10. This price includes costs associated with issuing, selling, structuring and hedging
the securities, which are borne by you, and, consequently, the estimated value of the securities on the pricing date is less than
$10. We estimate that the value of each security on the pricing date is $9.384.

What goes into the estimated value on the pricing date?

In valuing the securities on the pricing date, we take into account that the securities comprise both a debt component and a
performance-based component linked to the underlying index. The estimated value of the securities is determined using our own
pricing and valuation models, market inputs and assumptions relating to the underlying index, instruments based on the underlying
index, volatility and other factors including current and expected interest rates, as 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 fixed percentage and the downside threshold value, we use an
internal funding rate, which is likely to be lower than our secondary market credit spreads and therefore advantageous to us. If the
issuing, selling, structuring and hedging costs borne by you were lower or if the internal funding rate were higher, one or more of
the economic terms of the securities would be more favorable to you.

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

The price at which MS & Co. purchases the securities in the secondary market, absent changes in market conditions, including
those related to the underlying index, may vary from, and be lower than, the estimated value on the pricing date, because the

September 2015
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Enhanced Trigger Jump Securities Based on the Value of the EURO STOXX 50® Index due October 5, 2021
Princ ipa l a t Risk Se c urit ie s

secondary market price 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 6 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 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.

K e y I nve st m e nt Ra t iona le

This 6-year investment offers a minimum positive return of 30% if the final index value is greater than or equal to 65% of the initial
index value, which we refer to as the downside threshold value, and an uncapped 1 to 1 participation in the appreciation of the
underlying index of greater than 30%. However, if the final index value is less than the downside threshold value, the payment at
maturity will be less than $6.50 per security, and could be zero.

U pside Sc e na rio
The final index value is at or above the downside threshold value, and, at maturity, the securities pay the
stated principal amount of $10 plus $10 times the greater of (i) the index percent change and (ii) the fixed
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percentage of 30%.
Dow nside Sc e na rio The final index value is below the downside threshold value, and, at maturity, the securities pay less than
the stated principal amount by an amount proportionate to the full decline in the final index value from the
initial index value. U nde r t he se c irc um st a nc e s, t he pa ym e nt a t m a t urit y w ill be le ss t ha n
$ 6 .5 0 pe r st a t e d princ ipa l a m ount of se c urit ie s a nd c ould be ze ro. There is no minimum
payment at maturity on the securities, and you could lose your entire investment.

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Enhanced Trigger Jump Securities Based on the Value of the EURO STOXX 50® Index due October 5, 2021
Princ ipa l a t Risk Se c urit ie s

Hypothetical Payments on the Securities at Maturity

Pa yoff Dia gra m

The payoff diagram below illustrates the payment at maturity on the securities based on the following terms:

St a t e d princ ipa l a m ount :
$10
Dow nside t hre shold va lue :
65% of the initial index value
Fix e d pe rc e nt a ge :
30%

Pa yoff Dia gra m for t he Se c urit ie s
H ow it w ork s

¡
U pside Sc e na rio. If the final index value is greater than or equal to the downside threshold value, the investor would
receive $10 plus $10 times the greater of (i) the index percent change and (ii) the fixed percentage of 30%. Under the
terms of the securities, an investor would receive a payment at maturity of $13.00 per security if the final index value has
increased by no more than 30% from the initial index value, and would receive $10 plus an amount that represents a 1 to 1
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participation in the appreciation of the underlying index if the final index value has increased from the initial index value by
more than 30%.

¡
Dow nside Sc e na rio. If the final index value is below the downside threshold value, the payment at maturity would be
less than the stated principal amount of $10 by an amount that is proportionate to the decline in the final index value from
the initial index value. In this scenario, the investor would lose a significant portion or all of the amount invested in the
securities. For example, if the final index value declines by 40% from the initial index value, the payment at maturity would
be $6 per security (60% of the stated principal amount).

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Enhanced Trigger Jump Securities Based on the Value of the EURO STOXX 50® Index due October 5, 2021
Princ ipa l a t Risk Se c urit ie s

H ypot he t ic a l Ex a m ple s

The following table and examples illustrate the return on the securities and the payment at maturity for a range of hypothetical
percentage changes in the final index value from the initial index value, depending on whether or not the final index value is below
the downside threshold value. They are based on the following values:

St a t e d princ ipa l a m ount :
$10
H ypot he t ic a l init ia l inde x va lue :
3,500
H ypot he t ic a l dow nside t hre shold va lue :
2,275 (65% of the hypothetical initial index value)
Fix e d pe rc e nt a ge :
30%

The actual initial index value and downside threshold value are set forth on the cover of this document.

Fina l I nde x V a lue
U nde rlying I nde x Re t urn
Re t urn on se c urit ie s
Pa ym e nt a t M a t urit y
7,000
100%
100%
$20.00
6,650
90%
90%
$19.00
6,300
80%
80%
$18.00
5,950
70%
70%
$17.00
5,600
60%
60%
$16.00
5,250
50%
50%
$15.00
4,900
40%
40%
$14.00
4,550
30%
30%
$13.00
4,200
20%
30%
$13.00
3,850
10%
30%
$13.00
3,675
5%
30%
$13.00
3,500
0%
30%
$13.00
3,325
-5%
30%
$13.00
3,150
-10%
30%
$13.00
2,800
-20%
30%
$13.00
2,450
-30%
30%
$13.00
2,275
-35%
30%
$13.00
2,240
-36%
-36%
$6.40
2,100
-40%
-40%
$6.00
1,750
-50%
-50%
$5.00
1,400
-60%
-60%
$4.00
1,050
-70%
-70%
$3.00
700
-80%
-80%
$2.00
350
-90%
-90%
$1.00
0
-100%
-100%
$0

September 2015
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Enhanced Trigger Jump Securities Based on the Value of the EURO STOXX 50® Index due October 5, 2021
Princ ipa l a t Risk Se c urit ie s

EX AM PLE 1 : T he fina l inde x va lue is a bove t he dow nside t hre shold va lue a nd ha s inc re a se d from t he init ia l
inde x va lue by 6 0 % . Y our re t urn is gre a t e r t ha n t he fix e d pe rc e nt a ge -ba se d re t urn, a nd you w ill pa rt ic ipa t e
fully in t he a ppre c ia t ion of t he unde rlying inde x .

Hypothetical final index value
=
5,600

Index percent change
=
(final index value initial index value) / initial index value

=
(5,600 3,500) / 3,500

=
60%
Index return amount
=
stated principal amount x [the greater of (i) index percent change and
(ii) fixed percentage]

=
$10.00 x 60%

=
$6.00
Payment at maturity
=
stated principal amount + index return amount

=
$16.00
Pa ym e nt a t m a t urit y = $ 1 6 .0 0

EX AM PLE 2 : T he fina l inde x va lue ha s de c line d from t he init ia l inde x va lue by 1 0 % but is gre a t e r t ha n t he
dow nside t hre shold va lue . Y ou re c e ive t he fix e d pe rc e nt a ge -ba se d re t urn.

Hypothetical final index value
=
3,150

Index percent change
=
(final index value initial index value) / initial index value

=
(3,150 3,500) / 3,500

=
10%
Index return amount
=
stated principal amount x [the greater of (i) index percent change and
(ii) fixed percentage]

=
$10.00 x 30%

=
$3.00
Payment at maturity
=
stated principal amount + index return amount

=
$13.00
Pa ym e nt a t m a t urit y = $ 1 3 .0 0

EX AM PLE 3 : T he fina l inde x va lue ha s de c line d from t he init ia l inde x va lue by 6 0 % a nd is be low t he
dow nside t hre shold va lue . Y ou a re fully e x pose d t o t he de c line in t he fina l inde x va lue from t he init ia l inde x
va lue .

Hypothetical final index value
=
1,400
Index percent change
=
(final index value initial index value) / initial index value

=
(1,400 3,500) / 3,500

=
60%
Index return amount
=
stated principal amount x index percent change
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=
$10.00 x (60%)

=
$6.00
Payment at maturity
=
stated principal amount + index return amount, which means that the
payment at maturity is an amount signific a nt ly le ss t ha n the stated
principal amount, because the index return amount is necessarily negative
by a significant amount.

=
$10.00 + ($6.00)

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Enhanced Trigger Jump Securities Based on the Value of the EURO STOXX 50® Index due October 5, 2021
Princ ipa l a t Risk Se c urit ie s

=
$4.00
Pa ym e nt a t m a t urit y = $ 4 .0 0

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Enhanced Trigger Jump Securities Based on the Value of the EURO STOXX 50® Index due October 5, 2021
Princ ipa l a t Risk Se c urit ie s

Risk Factors

The following is a non-exhaustive list of certain key risk factors for investors in the securities. For further discussion of these and
other risks, you should read the section entitled "Risk Factors" in the accompanying product supplement for Jump Securities, index
supplement and prospectus. You should also consult with your investment, legal, tax, accounting and other advisers in connection
with your investment in the securities.

The securities do not pay interest or guarantee return of principal. The terms of the securities differ from those of
ordinary debt securities in that the securities do not pay interest and do not guarantee the return of any of the principal amount
at maturity. If the final index value is less than the downside threshold value, the payout at maturity will be an amount in cash
that is significantly less than the $10 stated principal amount of each security, reflecting the full negative performance of the
underlying index over the term of the securities. T he re is no m inim um pa ym e nt a t m a t urit y on t he se c urit ie s, a nd,
a c c ordingly, you c ould lose your e nt ire inve st m e nt .

You w ill not benefit from the fixed percentage if the final index value is below the dow nside threshold
va lue . If the final index value is less than the downside threshold value, the payment at maturity will depend solely on the
closing value of the underlying index on the valuation date, and, accordingly, you will lose the benefit of the limited protection
against the loss of principal based on the fixed percentage of 30%. As a result, under these circumstances, you will be
exposed on a 1 to 1 basis to the decline in the closing value of the underlying index, as measured on the valuation date, and
you will lose a significant portion or all of your investment.

The market price of the securities w ill be influenced by many unpredictable factors. Several factors, many of
which are beyond our control, will 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, including: the value (including whether the value
is below the downside threshold value), volatility (frequency and magnitude of changes in value) and dividend yield of the
underlying index, interest and yield rates in the market, time remaining to maturity, geopolitical conditions and economic,
financial, political and regulatory or judicial events and any actual or anticipated changes in our credit ratings or credit spreads.
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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. You may receive less, and possibly significantly less, than the stated principal amount per security if
you try to sell your securities prior to maturity.

There are risks associated w ith investments in securities linked to the value of foreign equity
se c urit ie s. 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 markets in those countries, including risks of volatility in
those markets, governmental intervention in those markets and cross-shareholdings in companies in certain countries. Also,
there is generally 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.

The securities are subject to the credit risk of Morgan Stanley, and any actual or anticipated changes to
it s c re dit ra t ings or c re dit spre a ds m a y a dve rse ly a ffe c t t he m a rk e t va lue of t he se c urit ie s. You are
dependent on Morgan Stanley's ability to pay all 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 will be
affected by changes in the market's view of Morgan Stanley's creditworthiness. Any actual or anticipated decline in Morgan
Stanley's

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Enhanced Trigger Jump Securities Based on the Value of the EURO STOXX 50® Index due October 5, 2021
Princ ipa l a t Risk Se c urit ie 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 amount payable on the securities is not linked to the value of the underlying index at any time other
t ha n t he va lua t ion da t e . The final index value will be based on the index closing value on the valuation date, subject to
postponement for non-index business days and certain market disruption events. Even if the value of the underlying index
appreciates prior to the valuation date but then drops by the valuation date to be below the downside threshold value, the
payment at maturity will be less, and may be significantly less, than it would have been had the payment at maturity been
linked to the value of the underlying index prior to such drop. Although the actual value of the underlying index on the maturity
date or at other times during the term of the securities may be higher than the final index value, the payment at maturity will be
based solely on the index closing value on the valuation date.

The securities w ill not be listed on any securities exchange and secondary trading may be limited. The
securities will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the securities.
MS & Co. may, but is not obligated to, make a market in the securities and, if it once chooses to make a market, may cease
doing so at any time. When it does make a market, it will 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 market in the
securities, it is likely that there would be no secondary market for the securities. Accordingly, you should be willing to hold your
securities to maturity.

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Investing in the securities is not equivalent to investing in the underlying index. Investing in the securities is
not equivalent to investing in the underlying index or its component stocks. Investors in the securities will not have voting rights
or rights to receive dividends or other distributions or any other rights with respect to stocks that constitute the underlying index.

Adjustments to the underlying index could adversely affect the value of the securities. The publisher of the
underlying index can add, delete or substitute the stocks constituting the underlying index, and can make other methodological
changes required by certain events relating to the underlying stocks, such as stock dividends, stock splits, spin-offs, rights
offerings and extraordinary dividends, that could change the value of the underlying index. Any of these actions could adversely
affect the value of the securities. The publisher of the underlying index may discontinue or suspend calculation or publication of
the underlying index at any time. In these circumstances, MS & Co., as the calculation agent, will have the sole discretion to
substitute a successor index that is comparable to the discontinued index. MS & Co. could have an economic interest that is
different than that of investors in the securities insofar as, for example, MS & Co. is permitted to consider indices that are
calculated and published by MS & Co. or any of its affiliates. If MS & Co. determines that there is no appropriate successor
index, the payout on the securities at maturity will be an amount based on the closing prices on the valuation date of the
stocks underlying the discontinued index at the time of such discontinuance, without rebalancing or substitution, computed by
the calculation agent in accordance with the formula for calculating the underlying index last in effect prior to the
discontinuance of the underlying index.

The rate w e are w illing to pay for securities of this type, maturity and issuance size is likely to be low er
t ha n t he ra t e im plie d by our se c onda ry m a rk e t c re dit spre a ds a nd a dva nt a ge ous t o us. Bot h t he low e r
ra t e a nd t he inc lusion of c ost s a ssoc ia t e d w it h issuing, se lling, st ruc t uring a nd he dging t he se c urit ie s in
t he origina l issue pric e re duc e t he e c onom ic t e rm s of t he se c urit ie s, c a use t he e st im a t e d va lue of t he
se c urit ie s t o be le ss t ha n t he origina l issue pric e a nd w ill a dve rse ly a ffe c t se c onda ry m a rk e t pric e s.
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 original
issue price, because secondary market prices will exclude the issuing, selling, structuring and hedging-related costs that are
included in the original issue price and

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Princ ipa l a t Risk Se c urit ie s

borne by you and because the secondary market prices will 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 well as other factors.

The inclusion of the costs of issuing, selling, structuring and hedging the securities in the original 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 fully deducted upon
issuance, for a period of up to 6 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 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,
w hic h m a y diffe r from t hose of ot he r de a le rs a nd is not a m a x im um or m inim um se c onda ry m a rk e t pric e .
These pricing and valuation models are proprietary and rely in part on subjective views of certain market inputs and certain
assumptions about future events, which may prove to be incorrect. As a result, because there is no market-standard way to
value these types of securities, our models may yield a higher estimated value of the securities than those generated by others,
including other dealers in the market, if they attempted to value the securities. In addition, the estimated value on the pricing
date does not represent a minimum or maximum price at which dealers, including MS & Co., would be 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 will vary based on many factors that cannot be predicted with accuracy, including our creditworthiness and
changes in market conditions. See also "The market price of the securities will be influenced by many unpredictable factors"
above.

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Hedging and trading activity by our subsidiaries could potentially adversely affect the value of the
se c urit ie s. One or more of our subsidiaries and/or third-party dealers have carried out, and will continue to carry out, hedging
activities related to the securities (and possibly to other instruments linked to the underlying index or its component stocks),
including trading in the stocks that constitute the underlying index as well as in other instruments related to the underlying
index. As a result, these entities may be unwinding or adjusting hedge positions during the term of the securities, and the
hedging strategy may involve greater and more frequent dynamic adjustments to the hedge as the valuation date approaches.
Some of our subsidiaries also trade the stocks that constitute the underlying index and other financial instruments related to the
underlying index on a regular basis as part of their general broker-dealer and other businesses. Any of these hedging or trading
activities on or prior to the pricing date could have increased the initial index value, and, therefore, could have increased the
level at or above which the final index value must close on the valuation date so that investors do not suffer a significant loss
on their initial investment in the securities. Additionally, such hedging or trading activities during the term of the securities,
including on the valuation date, could adversely affect the final index value, and, accordingly, the amount of cash an investor
will receive at maturity, if any.

The calculation agent, w hich is a subsidiary of the issuer, w ill make determinations w ith respect to the
se c urit ie s. As calculation agent, MS & Co. has determined the initial index value and the downside threshold value, will
determine the final index value and whether the final index value is below the downside threshold value, and will calculate the
amount of cash you will receive at maturity, if any. Moreover, certain determinations made by MS & Co., in its capacity as
calculation agent, may require it to exercise discretion and make subjective judgments, such as with respect to the occurrence
or non-occurrence of market disruption events and the selection of a successor index or calculation of the index closing value
in the event of a market disruption event or discontinuance of the underlying index. These potentially subjective determinations
may adversely affect the payout to you at maturity, if any. For further information regarding these types of determinations, see
"Description of Securities--Postponement of Valuation Date(s)," "--Discontinuance of Any Underlying Index or Basket Index;
Alteration of Method of Calculation," "--Alternate Exchange Calculation in case of an Event of Default" and "--Calculation
Agent and Calculations" in the accompanying product supplement. In addition, MS & Co. has determined the estimated value of
the securities on the pricing date.

The U.S. federal income tax consequences of an investment in the securities are uncertain. Please read
the discussion under "Additional Provisions Tax considerations" in this document and the discussion under "United States

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Princ ipa l a t Risk Se c urit ie s

Federal Taxation" in the accompanying product supplement for Jump Securities (together the "Tax Disclosure Sections")
concerning the U.S. federal income tax consequences of an investment in the securities. As discussed in the Tax Disclosure
Sections, it is possible that an investment in the securities could be treated as a "conversion transaction," in which case all or a
portion of any long-term capital gain could be recharacterized as ordinary income. If the Internal Revenue Service (the "IRS")
were successful in asserting an alternative treatment for the securities, the timing and character of income on the securities
might differ significantly from the tax treatment described in the Tax Disclosure Sections. For example, under one possible
treatment, the IRS could seek to recharacterize the securities as debt instruments. In that event, U.S. Holders would be
required to accrue into income original issue discount on the securities every year at a "comparable yield" determined at the
time of issuance and recognize all income and gain in respect of the securities as ordinary income. Additionally, as discussed
under "United States Federal Taxation--FATCA Legislation" in the accompanying product supplement for Jump Securities, the
withholding rules commonly referred to as "FATCA" would apply to the securities if they were recharacterized as debt
instruments except that, under a recent IRS notice, withholding under FATCA will not apply to payments of gross proceeds
(other than any amount treated as interest) of any disposition of financial instruments before January 1, 2019. The risk that
financial instruments providing for buffers, triggers or similar downside protection features, such as the securities, would be
recharacterized as debt is greater than the risk of recharacterization for comparable financial instruments that do not have such
features. We do not plan to request a ruling from the IRS regarding the tax treatment of the securities, and the IRS or a court
may not agree with the tax treatment described in the Tax Disclosure Sections.

In 2007, the U.S. Treasury Department and the IRS released a notice requesting comments on the U.S. federal income tax
treatment of "prepaid forward contracts" and similar instruments. The notice focuses in particular on whether to require holders
of these instruments to accrue income over the term of their investment. It also asks for comments on a number of related
topics, including the character of income or loss with respect to these instruments; whether short-term instruments should be
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