Obligation Morgan Stanleigh 0% ( US61765R6282 ) en USD

Morgan Stanleigh

17.91 % ▼

Etas-Unis

US61765R6282 ( en USD )

31/10/2025

Prospectus brochure de l'obligation Morgan Stanley US61765R6282 en USD 0%, échéance 31/10/2025

1 000 USD

10 622 000 USD

61765R628

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 US61765R6282, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/10/2025

L'Obligation émise par Morgan Stanleigh ( Etas-Unis ) , en USD, avec le code ISIN US61765R6282, a été notée NR par l'agence de notation Moody's.

424B2 1 dp60809_424b2-ps595.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Maximum Aggregate

Amount of Registration
Title of Each Class of Securities Offered
Offering Price
Fee
Trigger Performance Securities due 2025

$10,621,750

$1,069.61

Pricing Supplement No. 595
Registration Statement No. 333-200365
Dated October 28, 2015
Filed Pursuant to Rule 424(b)(2)

Morgan Stanley $10,621,750 Trigger Performance Securities
Linked to the EURO STOXX 50® Index due October 31, 2025
Principal at Risk Securities
I nve st m e nt De sc ript ion
These Trigger 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 200.60%.
If the Index Return is less than or equal to zero, Morgan Stanley will either pay the full Principal Amount at maturity, or, if the Final Level is less than the
Trigger Level, Morgan Stanley will pay less than the full Principal Amount at maturity, if anything, resulting in a loss of principal that is proportionate to the
negative Index Return. These long-dated Securities are for investors who seek an equity index-based return and who are willing to risk a loss on their
principal and forgo current income in exchange for the Participation Rate feature and the contingent repayment of principal, which applies only if the Final
Level is not less than the Trigger Level, each as applicable at maturity. I nve st ing in t he Se c urit ie s involve s signific a nt risk s. Y ou w ill not
re c e ive int e re st or divide nd pa ym e nt s during t he t e rm of t he Se c urit ie s. Y ou m a y lose som e or a ll of your Princ ipa l Am ount .
T he c ont inge nt re pa ym e nt of princ ipa l a pplie s only if you hold t he Se c urit ie s t o m a t urit y.
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.
Fe a t ure s
K e y Da t e s

Participation in Positive Index Returns: If the Index Return is
Trade Date
October 28, 2015
greater than zero, Morgan Stanley will pay the Principal Amount at
Settlement Date
October 30, 2015
maturity plus pay a return equal to the Index Return multiplied by the
Final Valuation Date*
October 27, 2025
Participation Rate. If the Index Return is less than zero, investors may
Maturity Date*
October 31, 2025
be exposed to the negative Index Return at maturity.

Contingent Repayment of Principal at Maturity: If the Index
*Subject to postponement in the event of a Market Disruption Event or for
Return is equal to or less than zero and the Final Level is not less
non-Index Business Days. See "Postponement of Final Valuation Date and
than the Trigger Level, Morgan Stanley will pay the Principal Amount
Maturity Date" under "Additional Terms of the Securities."
at maturity. However, if the Final Level is less than the Trigger Level,
Morgan Stanley will pay less than the full Principal Amount, if
anything, resulting in a loss of principal that is proportionate to the
negative Index Return. The contingent repayment of principal applies
only if you hold the Securities to maturity. Any payment on the
Securities, including any repayment of principal, is subject to the
creditworthiness of Morgan Stanley.
T H E SECU RI T I ES ARE SI GN I FI CAN T LY RI SK I ER T H AN CON V EN T I ON AL DEBT I N ST RU M EN T S. T H E T ERM S OF T H E
SECU RI T I ES M AY N OT OBLI GAT E M ORGAN ST AN LEY T O REPAY T H E FU LL PRI N CI PAL AM OU N T OF T H E SECU RI T I ES. T H E
SECU RI T I ES CAN H AV E DOWN SI DE M ARK ET RI SK SI M I LAR T O T H E I N DEX , WH I CH CAN RESU LT I N A LOSS OF SOM E OR ALL
OF Y OU R I N V EST M EN T AT M AT U RI T Y . T H I S M ARK ET RI SK I S I N ADDI T I ON T O T H E CREDI T RI SK I N H EREN T I N PU RCH ASI N G
A DEBT OBLI GAT I ON OF M ORGAN ST AN LEY . Y OU SH OU LD N OT PU RCH ASE T H E SECU RI T I ES I F Y OU DO N OT U N DERST AN D
OR ARE N OT COM FORT ABLE WI T H T H E SI GN I FI CAN T RI SK S I N V OLV ED I N I N V EST I N G I N T H E SECU RI T I ES. T H E SECU RI T I ES
WI LL N OT BE LI ST ED ON AN Y SECU RI T I ES EX CH AN GE.
Y OU SH OU LD CAREFU LLY CON SI DER T H E RI SK S DESCRI BED U N DER ``K EY RI SK S'' BEGI N N I N G ON PAGE 5 OF T H I S PRI CI N G
SU PPLEM EN T I N CON N ECT I ON WI T H Y OU R PU RCH ASE OF T H E SECU RI T I ES. EV EN T S RELAT I N G T O AN Y OF T H OSE RI SK S,
OR OT H ER RI SK S AN D U N CERT AI N T I ES, COU LD ADV ERSELY AFFECT T H E M ARK ET V ALU E OF, AN D T H E RET U RN ON , Y OU R
SECU RI T I ES.
Se c urit y Offe ring
Morgan Stanley is offering Trigger 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 will be determined by the performance of the Index. The Securities are offered at a minimum
investment of 100 Securities at the Price to Public listed below.
I nde x
I nit ia l Le ve l
Pa rt ic ipa t ion Ra t e
T rigge r Le ve l
CU SI P
I SI N
2,223.71, which is
EURO STOXX 50® Index
3,421.09
200.60%
approximately 65% of
61765R628
US61765R6282
the Initial Level
Se e "Addit iona l I nform a t ion a bout M orga n St a nle y a nd t he Se c urit ie s" on pa ge 2 . T he Se c urit ie s w ill ha ve t he t e rm s se t fort h
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in t he a c c om pa nying prospe c t us, prospe c t us supple m e nt a nd inde x supple m e nt a nd t his pric ing supple m e nt .
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.
Est im a t e d va lue on t he T ra de Da t e
$9.22 per Security. See "Additional Information about Morgan Stanley and the Securities" on page
2.
Proc e e ds t o M orga n

Pric e t o Public
U nde rw rit ing Disc ount (1)
St a nle y (2)
Per Security
$10.00
$0.50
$9.50
Total
$10,621,750
$531,087.50
$10,090,662.50
(1) UBS Financial Services Inc., acting as dealer, will receive from Morgan Stanley & Co. LLC, the agent, a fixed sales commission of $0.50 for each
Security it sells. For more information, please see "Supplemental Plan of Distribution; Conflicts of Interest" on page 21 of this pricing supplement.
(2) See "Use of Proceeds and Hedging" on page 20.
The agent for this offering, Morgan Stanley & Co. LLC, is our wholly-owned subsidiary. See "Supplemental Plan of Distribution; Conflicts of Interest" on page
21 of this pricing supplement.
Morgan Stanley
UBS Financial Services Inc.

Addit iona l I nform a t ion a bout M orga n St a nle y a nd t he Se c urit ie s
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:

Prospectus supplement dated November 19, 2014:
http://www.sec.gov/Archives/edgar/data/895421/000095010314008172/dp51153_424b2-seriesf.htm

Index supplement dated November 19, 2014:
http://www.sec.gov/Archives/edgar/data/895421/000095010314008192/dp51025_424b2-uis.htm

Prospectus dated November 19, 2014:
http://www.sec.gov/Archives/edgar/data/895421/000095010314008169/dp51151_424b2-base.htm

References to "Morgan Stanley," "we," "our" and "us" refer to Morgan Stanley. In this document, the "Securities" refers to the Trigger Performance Securities
that are offered hereby. Also, references to the accompanying "prospectus", "prospectus supplement" and "index supplement" mean the Morgan Stanley
prospectus dated November 19, 2014, the Morgan Stanley prospectus supplement dated November 19, 2014 and the Morgan Stanley index supplement
dated November 19, 2014, 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 $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 Trade Date is less than $10. We estimate that the value of each Security on the Trade
Date is $9.22.

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 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 Participation Rate and the Trigger Level, we use an internal funding rate, which is likely to
be lower than our secondary market credit spreads and therefore advantageous to us. If the issuing, selling, structuring and hedging costs borne by you
were lower or if the internal funding rate were higher, one or more of the economic terms of the Securities would be more favorable to you.

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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 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 17
months following the Settlement 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 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.

2
I nve st or Suit a bilit y
T he Se c urit ie s m a y be suit a ble for you if:

T he Se c urit ie s m a y not be suit a ble for you if:

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

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

¨ You are willing to hold the Securities to maturity, as set forth on
¨ You require an investment designed to provide a full return of
the cover of this pricing supplement, and accept that there may
principal at maturity.
be little or no secondary market for the Securities.

¨ You are unable or unwilling to hold the Securities to maturity, as
¨ You seek an investment with returns based on the performance
set forth on the cover of this pricing supplement, or you seek an
of companies located within the Eurozone.
investment for which there will be an active secondary market.

¨ You believe the Index will appreciate over the term of the
¨ You do not seek an investment with returns based on the
Securities and you are willing to invest in the Securities based
performance of companies located within the Eurozone.
on the Participation Rate of 200.60%.

¨ You believe that the level of the Index will decline during the term
¨ You can tolerate fluctuations of the price of the Securities prior to
of the Securities and is likely to close below the Trigger Level on
maturity that may be similar to or exceed the downside
the Final Valuation Date.
fluctuations in the level of the Index.

¨ You are unwilling to invest in the Securities based on the
¨ You do not seek current income from your investment and are
Participation Rate of 200.60%.
willing to forgo dividends paid on the stocks included in the

Index.
¨ You prefer the lower risk, and, therefore, accept the potentially

lower returns, of conventional debt securities with comparable
¨ You are willing to assume the credit risk of Morgan Stanley, as
maturities issued by Morgan Stanley or another issuer with a
issuer of the Securities, and understand that if Morgan Stanley
similar credit rating.
defaults on its obligations you may not receive any amounts due

to you including any repayment of principal.
¨ You seek current income from your investment or prefer to

receive the dividends paid on the stocks included in the Index.

¨ 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.

T he inve st or suit a bilit y c onside ra t ions ide nt ifie d a bove a re not e x ha ust ive . Whe t he r or not t he Se c urit ie s a re a
suit a ble inve st m e nt for you w ill de pe nd on your individua l c irc um st a nc e s, a nd you should re a c h a n inve st m e nt
de c ision only a ft e r you a nd your inve st m e nt , le ga l, t a x , a c c ount ing a nd ot he r a dvisors ha ve c a re fully c onside re d t he
suit a bilit y of a n inve st m e nt in t he Se c urit ie s in light of your pa rt ic ula r c irc um st a nc e s. Y ou should a lso re vie w "K e y
Risk s" on pa ge 5 of t his pric ing supple m e nt a nd "Risk Fa c t ors" be ginning on pa ge 5 of t he a c c om pa nying
prospe c t us for risk s re la t e d t o a n inve st m e nt in t he Se c urit ie s.
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3
Fina l T e rm s
I nve st m e nt T im e line
The Closing Level of the Index (Initial
Issuer
Morgan Stanley
Level) is observed, the Trigger Level is
Issue Price (per Security)
$10.00 per Security
determined and the Participation Rate
is set.
Principal Amount
$10.00 per Security
Term
Approximately 10 years
Index
EURO STOXX 50® Index
Trigger Level
2,223.71, which is approximately 65% of the Initial Level.

Participation Rate
200.60%

Payment at Maturity (per
I f t he I nde x Re t urn is gre a t e r t ha n ze ro, Morgan

Security)
Stanley will pay you an amount calculated as follows:

$10 + [$10 × (Index Return × Participation Rate)]

The Final Level and Index Return are
I f t he I nde x Re t urn is le ss t ha n or e qua l t o
determined on the Final Valuation
ze ro a nd t he Fina l Le ve l is gre a t e r t ha n or
Date.
e qua l t o t he T rigge r Le ve l, Morgan Stanley will pay

you a cash payment of:
I f t he I nde x Re t urn is gre a t e r

t ha n ze ro, Morgan Stanley will pay
$10 per Security
you a cash payment per Security equal

to:
I f t he Fina l Le ve l is le ss t ha n t he T rigge r

Le ve l, Morgan Stanley will pay you an amount calculated
$10 + [$10 × (Index Return ×
as follows:
Participation Rate)]

$10 + ($10 × Index Return)
I f t he I nde x Re t urn is le ss t ha n

or e qua l t o ze ro a nd t he Fina l
I n t his c a se , you c ould lose up t o a ll of your
Le ve l is gre a t e r t ha n or e qua l
Princ ipa l Am ount in a n a m ount proport iona t e
t o t he T rigge r Le ve l on t he
t o t he ne ga t ive I nde x Re t urn.
Fina l V a lua t ion Da t e , Morgan

Stanley will pay you a cash payment of
$10 per $10 Security.
Index Return
Final Level Initial Level

Initial Level
I f t he Fina l Le ve l is le ss t ha n
t he T rigge r Le ve l on t he Fina l
Initial Level
3,421.09, which is the Closing Level of the Index on the
V a lua t ion Da t e , Morgan Stanley will
Trade Date.
pay you a cash payment at maturity
equal to:
Final Level
The Closing Level of the Index on the Final Valuation Date.

Final Valuation Date
October 27, 2025, subject to postponement in the event of a
$10 + ($10 × Index Return)
Market Disruption Event or for non-Index Business Days.

U nde r t he se c irc um st a nc e s,
CUSIP / ISIN
61765R628 / US61765R6282
you w ill lose a signific a nt
port ion, a nd c ould lose a ll, of
Calculation Agent
Morgan Stanley & Co. LLC
your Princ ipa l Am ount .

I N V EST I N G I N T H E SECU RI T I ES I N V OLV ES SI GN I FI CAN T RI SK S. Y OU M AY LOSE Y OU R EN T I RE PRI N CI PAL
AM OU N T . AN Y PAY M EN T ON T H E SECU RI T I ES I S SU BJ ECT T O T H E CREDI T WORT H I N ESS OF M ORGAN ST AN LEY . I F
M ORGAN ST AN LEY WERE T O DEFAU LT ON I T S PAY M EN T OBLI GAT I ON S, Y OU M AY N OT RECEI V E AN Y AM OU N T S
OWED T O Y OU U N DER T H E SECU RI T I ES AN D Y OU COU LD LOSE Y OU R EN T I RE I N V EST M EN T .

4
K e y Risk s
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
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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.

¨
T he Se c urit ie s do not gua ra nt e e a ny re t urn of princ ipa l 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 Final Level is less than
the Trigger Level (which is 65% of the Initial Level), you will be exposed to the full negative Index Return and the payout owed at maturity
by Morgan Stanley will be an amount in cash that is at least 35% less than the $10 Principal Amount of each Security, resulting in a loss
proportionate to the decrease in the value of the Index from the Initial Level to the Final Level. There is no minimum payment at maturity on
the Securities, and, accordingly, you could lose all of your Principal Amount in the Securities.

¨
Y ou m a y inc ur a loss on your inve st m e nt if you se ll your Se c urit ie s prior t o m a t urit y The Trigger Level is observed
on the Final Valuation Date and the contingent repayment of principal applies only at maturity. If you are able to sell 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 Closing Level of the
Index is above the Trigger Level at that time.

¨
T he Pa rt ic ipa t ion Ra t e a pplie s only if you hold t he Se c urit ie s t o m a t urit y  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 full
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 full benefit of the Participation Rate from Morgan Stanley only if you hold your Securities to
maturity.

¨
T he Se c urit ie s a re subje c t t o t he c re dit risk of M orga n St a nle y, a nd a ny a c t ua l or a nt ic ipa t e d c ha nge s t o 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, if any, 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 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.

¨
T he Se c urit ie s do not pa y int e re st Morgan Stanley will not pay any interest with respect to the Securities over the term of the
Securities.

¨
T he m a rk e t pric e of t he Se c urit ie s m a y be influe nc e d by m a ny unpre dic t a ble fa c t ors 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 (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
generally 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 $10 per Security if the value of the
Index at the time of sale is at or below or moderately above its Initial Level, and especially if it is near or below the Trigger Level, or if market
interest rates rise. You cannot predict the future performance of the Index based on its historical performance.

¨
T he a m ount pa ya ble on t he Se c urit ie s is not link e d t o t he le ve l of t he I nde x a t a ny t im e ot he r t ha n t he Fina l
V a lua t ion Da t e 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
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Date or at other times during the term of the Securities may be higher than the Final Level, the Payment at Maturity will be based solely on
the Closing Level of the Index on the Final Valuation Date as compared to the Initial Level.

5
¨
T he Se c urit ie s a re link e d t o t he EU RO ST OX X 5 0 ® I nde x a nd a re subje c t t o risk s a ssoc ia t e d w it h inve st m e nt s in
se c urit ie s link e d t o t he va lue of fore ign e quit y 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. 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) will not be adjusted for any exchange rate fluctuations. 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.

¨
I nve st ing in t he Se c urit ie s is not e quiva le nt t o inve st ing in t he I nde x or t he st oc k s c om posing t he I nde x
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.
Additionally, the Index is not a "total return" index, which, in addition to reflecting the market prices of the stocks that constitute the Index,
would also reflect dividends paid on such stocks. The return on the Securities will not include such a total return feature.

¨
T he ra t e w e a re w illing t o pa y for se c urit ie s of t his t ype , m a t urit y a nd issua nc e size is lik e ly t o be low e r 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 I ssue 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
I ssue 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 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 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 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 17 months following the Settlement 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 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.

¨
T he e st im a t e d va lue of t he Se c urit ie s is de t e rm ine d by re fe re nc e t o our pric ing a nd va lua t ion m ode ls, 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 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 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 may be influenced
by many unpredictable factors" above.

¨
Adjust m e nt s t o t he I nde x c ould a dve rse ly a ffe c t t he va lue of t he Se c urit ie s 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
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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 will 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.

¨
T he Se c urit ie s w ill not be list e d on a ny se c urit ie s e x c ha nge a nd se c onda ry t ra ding m a y be lim it e d The Securities
will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the Securities. MS &

6
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.

¨
H e dging a nd t ra ding a c t ivit y by our subsidia rie s c ould pot e nt ia lly a dve rse ly a ffe c t t he va lue of t he 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, including trading in the constituent stocks of the Index, in futures or options contracts on the Index or the constituent stocks of
the Index, as well as in other instruments related to the 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
Final Valuation Date approaches. MS & Co. and some of our other subsidiaries also trade the constituent stocks of the Index, in futures or
options contracts on the constituent stocks of the Index, as well as in other instruments related to the 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 Trade Date could have
increased the Initial Level of the Index, and, therefore, could have increased the Trigger Level, which is the level at or above which the
Index must close on the Final 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 Final Valuation Date, could adversely affect
the Closing Level of the Index on the Final Valuation Date, and, accordingly, the amount of cash payable at maturity, if any.

¨
Pot e nt ia l c onflic t of int e re st As Calculation Agent, MS & Co. has determined the Initial Level, the Trigger Level and the
Participation Rate, will determine the Final Level and whether any Market Disruption Event has occurred, and will calculate the amount
payable 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 Final Level in the event of a discontinuance of the Index or a Market Disruption
Event. These potentially subjective determinations may adversely affect the payout to you at maturity, if any. For further information
regarding these types of determinations, see "Additional Terms of the Securities--Postponement of Final Valuation Date and Maturity
Date," "--Discontinuance of the Index; Alteration of Method of Calculation" and "--Calculation Agent and Calculations" below. In addition,
MS & Co. has determined the estimated value of the Securities on the Trade Date.

¨
Pot e nt ia lly inc onsist e nt re se a rc h, opinions or re c om m e nda t ions by M orga n St a nle y, U BS or our or t he ir
re spe c t ive a ffilia t e s Morgan Stanley, UBS and our or their respective affiliates may publish research from time to time on financial
markets and other matters that may influence the value of the Securities, or express opinions or provide recommendations that are
inconsistent with purchasing or holding the Securities. Any research, opinions or recommendations expressed by Morgan Stanley, UBS or
our or their respective affiliates may not be consistent with each other and may be modified from time to time without notice. Investors
should make their own independent investigation of the merits of investing in the Securities and the Index to which the Securities are linked.

¨
U nc e rt a in T a x T re a t m e nt Please note that the discussions in this pricing supplement concerning the U.S. federal income tax
consequences of an investment in the Securities supersede the discussions contained in the accompanying prospectus supplement.
Subject to the discussion under "What Are the Tax Consequences of the Securities" in this pricing supplement, although there is uncertainty
regarding the U.S. federal income tax consequences of an investment in the Securities due to the lack of governing authority, in the opinion
of our counsel, Davis Polk & Wardwell LLP ("our counsel"), under current law, and based on current market conditions, each Security
should be treated as a single financial contract that is an "open transaction" for U.S. federal income tax purposes.

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. For example, under one possible treatment, the IRS could seek to recharacterize the
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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. 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 this pricing supplement. Please read carefully the discussion under "What Are the Tax
Consequences of the Securities" in this pricing supplement concerning the U.S. federal income tax consequences of an investment in the
Securities.

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

7
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 subject to any such
accrual regime; the relevance of factors such as the exchange-traded status of the instruments and the nature of the underlying property to
which the instruments are linked; the degree, if any, to which income (including any mandated accruals) realized by non-U.S. investors
should be subject to withholding tax; and whether these instruments are or should be subject to the "constructive ownership" rule, which
very generally can operate to recharacterize certain long-term capital gain as ordinary income and impose an interest charge. While the
notice requests comments on appropriate transition rules and effective dates, any Treasury regulations or other guidance promulgated after
consideration of these issues could materially and adversely affect the tax consequences of an investment in the Securities, possibly with
retroactive effect.

Bot h U .S. a nd N on -U .S. H olde rs should re a d c a re fully t he disc ussion unde r "Wha t Are t he T a x Conse que nc e s of
t he Se c urit ie s" in t his pric ing supple m e nt a nd c onsult t he ir t a x a dvise rs re ga rding a ll a spe c t s of t he U .S. fe de ra l
t a x c onse que nc e s of a n inve st m e nt in t he Se c urit ie s a s w e ll a s a ny t a x c onse que nc e s a rising unde r t he la w s of
a ny st a t e , loc a l or non -U .S. t a x ing jurisdic t ion.

8
Sc e na rio Ana lysis a nd Ex a m ple s a t M a t urit y
The below scenario analysis and examples are provided for illustrative purposes only and are hypothetical. They do not purport to be
representative of every possible scenario concerning increases or decreases in the level of the Index relative to the Initial Level. We cannot
predict the Final Level on the Final Valuation Date. You should not take the scenario analysis and these examples as an indication or assurance
of the expected performance of the Index. The numbers appearing in the examples below have been rounded for ease of analysis. The following
scenario analysis and examples illustrate the payment at maturity for a $10.00 security on a hypothetical offering of the Securities, and reflect
the Participation Rate of 200.60% and the following terms*:

Investment term:
Approximately 10 years
Hypothetical Initial Level:
3,700
Hypothetical Trigger Level:
2,405 (65% of the hypothetical Initial Level)
Participation Rate:
200.60%
* The actual Initial Level and Trigger Level are specified on the cover of this pricing supplement.

Ex a m ple 1 -- T he le ve l of t he I nde x increases from a n I nit ia l Le ve l of 3 ,7 0 0 t o a Fina l Le ve l of 4 ,0 7 0 . The Index Return is
greater than zero and expressed as a formula:

Index Return = (4,070 - 3,700) / 3,700 = 10.00%

Payment at Maturity = $10 + [$10 × (10.00% × 200.60%)] = $12.006

Because the Index Return is equal to 10.00%, the Payment at Maturity is equal to $12.006 per $10.00 Principal Amount of Securities, resulting
in a total return on the Securities of 20.06%.

Ex a m ple 2 -- T he Fina l Le ve l is e qua l t o t he I nit ia l Le ve l of 3 ,7 0 0 . The Index Return is zero and expressed as a formula:

Index Return = (3,700 3,700) / 3,700 = 0.00%

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Payment at Maturity = $10.00

Because the Index Return is zero, the Payment at Maturity per Security is equal to the original $10.00 Principal Amount per Security, resulting in
a zero percent return on the Securities.

Ex a m ple 3 -- T he le ve l of t he I nde x decreases from a n I nit ia l Le ve l of 3 ,7 0 0 t o a Fina l Le ve l of 3 ,3 3 0 . The Index Return is
negative and expressed as a formula:

Index Return = (3,330 - 3,700) / 3,700 = -10.00%

Payment at Maturity = $10.00

Because the Index Return is less than zero, but the Final Level is greater than or equal to the Trigger Level on the Final Valuation Date, Morgan
Stanley will pay you a Payment at Maturity equal to $10.00 per $10.00 Principal Amount of Securities, resulting in a zero percent return on the
Securities.

Ex a m ple 4 -- T he le ve l of t he I nde x decreases from a n I nit ia l Le ve l of 3 ,7 0 0 t o a Fina l Le ve l of 1 ,4 8 0 . The Index Return is
negative and expressed as a formula:

Index Return = (1,480 - 3,700) / 3,700 = -60.00%

Payment at Maturity = $10 + ($10 × -60.00%) = $4.00

Because the Index Return is less than zero and the Final Level is below the Trigger Level on the Final Valuation Date, the Securities will be fully
exposed to any decline in the level of the Index on the Final Valuation Date. Therefore, the Payment at Maturity is equal to $4.00 per $10.00
Principal Amount of Securities, resulting in a total loss on the Securities of 60.00%.

If the Final Level is below the Trigger Level on the Final Valuation Date, the Securities will be fully exposed to any decline in the Index,
and you will lose a significant portion or all of your Principal Amount at maturity.

9
Scenario Analysis Hypothetical Payment at Maturity for each $10.00 Principal Amount of Securities.

Performance of the Index*
Performance of the Securities
Return on Securities
Final Level
Index Return
Participation Rate
Payment at Maturity
Purchased at $10.00(1)
7,400
100.00%
200.60%
$30.060
200.60%
7,030
90.00%
200.60%
$28.054
180.54%
6,660
80.00%
200.60%
$26.048
160.48%
6,290
70.00%
200.60%
$24.042
140.42%
5,920
60.00%
200.60%
$22.036
120.36%
5,550
50.00%
200.60%
$20.030
100.30%
5,180
40.00%
200.60%
$18.024
80.24%
4,810
30.00%
200.60%
$16.018
60.18%
4,440
20.00%
200.60%
$14.012
40.12%
4,070
10.00%
200.60%
$12.006
20.06%
3 ,7 0 0
0 .0 0 %
N /A
$ 1 0 .0 0 0
0 .0 0 %
3,330
-10.00%
N/A
$10.000
0.00%
2,960
-20.00%
N/A
$10.000
0.00%
2,590
-30.00%
N/A
$10.000
0.00%
2 ,4 0 5
-3 5 .0 0 %
N /A
$ 1 0 .0 0 0
0 .0 0 %
2,368
-36.00%
N/A
$6.400
-36.00%
2,220
-40.00%
N/A
$6.000
-40.00%
1,850
-50.00%
N/A
$5.000
-50.00%
1,480
-60.00%
N/A
$4.000
-60.00%
1,110
-70.00%
N/A
$3.000
-70.00%
740
-80.00%
N/A
$2.000
-80.00%
370
-90.00%
N/A
$1.000
-90.00%
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0
-100.00%
N/A
$0.000
-100.00%
*. The Index excludes cash dividend payments on stocks included in the Index.

(1) This "Return on Securities" is the number, expressed as a percentage, that results from comparing the Payment at Maturity per $10 Principal
Amount Security to the purchase price of $10 per Security.

10
Wha t a re t he t a x c onse que nc e s of t he Se c urit ie s?
Prospe c t ive inve st ors should not e t ha t t he disc ussion unde r t he se c t ion c a lle d "U nit e d St a t e s Fe de ra l T a x a t ion" in
t he a c c om pa nying prospe c t us supple m e nt doe s not a pply t o t he Se c urit ie s issue d unde r t his pric ing supple m e nt
a nd is supe rse de d by t he follow ing disc ussion.

The following summary is a general discussion of the principal U.S. federal tax consequences of the ownership and disposition of the Securities.
This discussion applies only to initial investors in the Securities who:

purchase the Securities at their "issue price"; and

hold the Securities as capital assets within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended
(the "Code").

This discussion does not describe all of the tax consequences that may be relevant to a holder in light of the holder's particular circumstances or
to holders subject to special rules, such as:

certain financial institutions;

insurance companies;

certain dealers and traders in securities or commodities;

investors holding the Securities as part of a "straddle," wash sale, conversion transaction, integrated transaction or
constructive sale transaction;

U.S. Holders (as defined below) whose functional currency is not the U.S. dollar;

partnerships or other entities classified as partnerships for U.S. federal income tax purposes;

regulated investment companies;

real estate investment trusts; or

tax-exempt entities, including "individual retirement accounts" or "Roth IRAs" as defined in Section 408 or 408A of the Code,
respectively.

As the law applicable to the U.S. federal income taxation of instruments such as the Securities is technical and complex, the discussion below
necessarily represents only a general summary. Moreover, the effect of any applicable state, local or non-U.S. tax laws is not discussed, nor are
any alternative minimum tax consequences or consequences resulting from the Medicare tax on investment income.

In addition, we will not attempt to ascertain whether any issuer of any shares to which a Security relates (such shares hereafter referred to as
"Underlying Shares") is treated as a "passive foreign investment company" ("PFIC") within the meaning of Section 1297 of the Code. If any
issuer of Underlying Shares were so treated, certain adverse U.S. federal income tax consequences might apply to a U.S. Holder upon the sale,
exchange or settlement of a Security. You should refer to information filed with the Securities and Exchange Commission or other governmental
authorities by the issuers of the Underlying Shares and consult your tax adviser regarding the possible consequences to you if any issuer is or
becomes a PFIC.

This discussion is based on the Code, administrative pronouncements, judicial decisions and final, temporary and proposed Treasury
regulations, all as of the date of this pricing supplement, changes to any of which subsequent to the date hereof may affect the tax
consequences described herein. Persons considering the purchase of the Securities should consult their tax advisers with regard to the
application of the U.S. federal income tax laws to their particular situations as well as any tax consequences arising under the laws of any state,
local or non-U.S. taxing jurisdiction.

Ge ne ra l

Although there is uncertainty regarding the U.S. federal income tax consequences of an investment in the Securities due to the lack of governing
authority, in the opinion of our counsel, under current law, and based on current market conditions, each Security should be treated as a single
financial contract that is an "open transaction" for U.S. federal income tax purposes.

Due t o t he a bse nc e of st a t ut ory, judic ia l or a dm inist ra t ive a ut horit ie s t ha t dire c t ly a ddre ss t he t re a t m e nt of t he
Se c urit ie s or inst rum e nt s t ha t a re sim ila r t o t he Se c urit ie s for U .S. fe de ra l inc om e t a x purpose s, no a ssura nc e c a n
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