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61770FJR8

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Morgan Stanley est une firme mondiale de services financiers offrant des services de banque d'investissement, de gestion de placements, de courtage et de gestion de patrimoine à une clientèle institutionnelle et privée.

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424B2 1 dp122670_424b2-ps3347.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered

Maximum Aggregate Offering Price

Amount of Registration Fee
Jump Securities with Auto-Callable Feature
$250,000

$32.45
due 2025

February 2020
Pricing Supplement No. 3,347
Registration Statement Nos. 333-221595; 333-221595-01
Dated February 28, 2020
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Jump Securities with Auto-Callable Feature due March 5, 2025
All Payments on the Securities Based on the Worst Performing of the Russell 2000® Index and the Dow
Jones Industrial AverageSM
Fully and Unconditionally Guaranteed by Morgan Stanley
Principal at Risk Securities
The securities are unsecured obligations of Morgan Stanley Finance LLC ("MSFL"), fully and unconditionally guaranteed by Morgan
Stanley, and have the terms described in the accompanying product supplement, index supplement and prospectus, as
supplemented or modified by this document. The securities do not guarantee the repayment of principal and do not provide for the
regular payment of interest. The securities will be automatically redeemed if the index closing value of each of the Russell 2000®
Index and the Dow Jones Industrial AverageSM, which we refer to as the underlying indices, on any of the annual determination
dates is greater than or equal to 95% of its respective initial index value, which we refer to as the respective call threshold level, for
an early redemption payment that will increase over the term of the securities, as described below. No further payments will be
made on the securities once they have been redeemed. At maturity, if the securities have not previously been redeemed and the
final index value of each underlying index is greater than or equal to its respective call threshold level, investors will receive a
payment at maturity of $1,550 per $1,000 security. If the securities have not previously been redeemed and the final index value of
either underlying index is less than its respective call threshold level but the final index value of each underlying index
is greater than or equal to 70% of its respective initial index value, which we refer to as the respective downside threshold
level, investors will receive the stated principal amount of their investment. However, if the securities are not redeemed prior to
maturity and the final index value of either underlying index is less than its respective downside threshold level, investors will
be exposed to the decline in the worst performing underlying index on a 1-to-1 basis, and will receive a payment at maturity that is
less than 70% of the stated principal amount of the securities and could be zero. Accordingly, investors in the securities
must be willing to accept the risk of losing their entire initial investment. These long-dated securities are for
investors who are willing to forego current income and participation in the appreciation of either underlying index in exchange for
the possibility of receiving an early redemption payment or payment at maturity greater than the stated principal amount if each
underlying index closes at or above the respective call threshold level on an annual determination date or the final determination
date, respectively. Because all payments on the securities are based on the worst performing of the underlying indices, a decline
beyond the respective downside threshold level of either underlying index will result in a significant loss of your investment, even if
the other underlying index has appreciated or has not declined as much. Investors will not participate in any appreciation of either
underlying index. The securities are notes issued as part of MSFL's Series A Global Medium-Term Notes program.
All payments are subject to our credit risk. If we default on our 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.
FINAL TERMS
Issuer:
Morgan Stanley Finance LLC
Guarantor:
Morgan Stanley
Underlying indices:
Russell 2000® Index (the "RTY Index") and Dow Jones Industrial AverageSM (the "INDU Index")
Aggregate principal
amount:
$250,000
Stated principal
amount:
$1,000 per security
Issue price:
$1,000 per security
Pricing date:
February 28, 2020
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Original issue date:
March 4, 2020 (3 business days after the pricing date)
Maturity date:
March 5, 2025
Early redemption:
If, on any annual determination date, beginning on March 2, 2021, the index closing value of each
underlying index is greater than or equal to its respective call threshold level, the securities will be
automatically redeemed for the applicable early redemption payment on the related early redemption
date.
The securities will not be redeemed early on any early redemption date if the
index closing value of either underlying index is below its respective call threshold
level on the related determination date.
Early redemption
The early redemption payment will be an amount in cash per stated principal amount (corresponding
payment:
to a return of approximately 11.00% per annum) for each annual determination date, as set forth
under "Determination Dates, Early Redemption Dates and Early Redemption Payments" below.
No further payments will be made on the securities once they have been redeemed.
Determination dates:
Annually. See "Determination Dates, Early Redemption Dates and Early Redemption Payments"
below.
The determination dates are subject to postponement for non-index business days and certain
market disruption events.
Early redemption
See "Determination Dates, Early Redemption Dates and Early Redemption Payments" below. If any
dates:
such day is not a business day, the early redemption payment, if payable, will be paid on the next
business day, and no adjustment will be made to the early redemption payment.
Downside threshold
With respect to the RTY Index, 1,033.502, which is approximately 70% of its initial index value
level:
With respect to the INDU Index, 17,786.552, which is 70% of its initial index value
Call threshold level:
With respect to the RTY Index, 1,402.609, which is approximately 95% of its initial index value
With respect to the INDU Index, 24,138.892, which is 95% of its initial index value
Payment at maturity:
If the securities have not previously been redeemed, you will receive at maturity a cash payment per
security as follows:
· If the final index value of each underlying index is greater than or equal to its respective
call threshold level:
$1,550
· If the final index value of either underlying index is less than its respective call threshold
level but the final index value of each underlying index is greater than or equal to its
respective downside threshold level:
$1,000
· If the final index value of either underlying index is less than its respective downside
threshold level:
$1,000 × index performance factor of the worst performing underlying index
Under these circumstances, you will lose more than 30%, and possibly all, of
your investment.

Terms continued on the following page
Agent:
Morgan Stanley & Co. LLC ("MS & Co."), an affiliate of MSFL and a wholly owned subsidiary of
Morgan Stanley. See "Supplemental information regarding plan of distribution; conflicts of interest."
Estimated value on
the pricing date:
$957.70 per security. See "Investment Summary" beginning on page 3.
Commissions and
Price to public(1)
Agent's commissions and
Proceeds to us(3)
issue price:
fees(2)
Per
$1,000
$5
$995
security
Total
$250,000
$1,250
$248,750
(1) The securities will be sold only to investors purchasing the securities in fee-based advisory accounts.
(2) MS & Co. expects to sell all of the securities that it purchases from us to an unaffiliated dealer at a price of $995 per security,
for further sale to certain fee-based advisory accounts at the price to public of $1,000 per security. MS & Co. will not receive a
sales commission with respect to the securities. 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.
(3) See "Use of proceeds and hedging" on page 21.
The securities involve risks not associated with an investment in ordinary debt
securities. See "Risk Factors" beginning on page 9.
The Securities and Exchange Commission and state securities regulators have not approved or disapproved
these securities, or determined if this document or the accompanying product supplement, index
supplement and prospectus is truthful or complete. Any representation to the contrary is a criminal
offense.
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The securities are not deposits or savings accounts and are not insured by the Federal Deposit Insurance
Corporation or any other governmental agency or instrumentality, nor are they obligations of, or guaranteed
by, a bank.
You should read this document together with the related product supplement, index supplement and
prospectus, each of which can be accessed via the hyperlinks below. Please also see "Additional Terms of
the Securities" and "Additional Information About the Securities" at the end of this document.
As used in this document, "we," "us" and "our" refer to Morgan Stanley or MSFL, or Morgan Stanley and
MSFL collectively, as the context requires.
Product Supplement for Auto-Callable Securities dated November 16, 2017 Index Supplement dated
November 16, 2017 Prospectus dated November 16, 2017

Morgan Stanley Finance LLC
Jump Securities with Auto-Callable Feature due March 5, 2025
All Payments on the Securities Based on the Worst Performing of the Russell 2000® Index and the Dow
Jones Industrial AverageSM
Principal at Risk Securities

Terms continued from previous page:
Initial index value:
With respect to the RTY Index, 1,476.431, which is its index closing value on the pricing date
With respect to the INDU Index, 25,409.36, which is its index closing value on the pricing date
Final index value:
With respect to each underlying index, the respective index closing value on the final determination
date
Worst performing
The underlying index with the larger percentage decrease from the respective initial index value to the
underlying index:
respective final index value
Index performance
factor:
With respect to each underlying index, the final index value divided by the initial index value
CUSIP / ISIN:
61770FJR8 / US61770FJR82
Listing:
The securities will not be listed on any securities exchange.

Determination Dates, Early Redemption Dates and Early Redemption Payments

Determination Dates
Early Redemption Dates
Early Redemption
Payments (per $1,000
Security)
1st determination date: 3/2/2021
1st early redemption date:
$1,110
3/5/2021
2nd determination date:
2nd early redemption date:
$1,220
2/28/2022
3/3/2022
3rd determination date:
3rd early redemption date:
$1,330
2/28/2023
3/3/2023
4th determination date:
4th early redemption date:
$1,440
2/28/2024
3/4/2024
Final determination date:
2/28/2025
See "Maturity date" above.
See "Payment at maturity"
above.

February 2020
Page 2
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Morgan Stanley Finance LLC
Jump Securities with Auto-Callable Feature due March 5, 2025
All Payments on the Securities Based on the Worst Performing of the Russell 2000® Index and the Dow
Jones Industrial AverageSM
Principal at Risk Securities

Investment Summary
Jump Securities with Auto-Callable Feature
Principal at Risk Securities
The Jump Securities with Auto-Callable Feature due March 5, 2025 All Payments on the Securities Based on the Worst Performing
of the Russell 2000® Index and the Dow Jones Industrial AverageSM (the "securities") do not provide for the regular payment of
interest. Instead the securities will be automatically redeemed if the index closing value of each of the Russell 2000® Index and
the Dow Jones Industrial AverageSM on any annual determination date is greater than or equal to its respective call threshold level,
for an early redemption payment that will increase over the term of the securities, as described below. No further payments will be
made on the securities once they have been redeemed. At maturity, if the securities have not previously been redeemed and the
final index value of each underlying index is greater than or equal to its respective call threshold level, investors will receive a
payment at maturity of $1,550 per $1,000 security. If the securities have not previously been redeemed and the final index value of
either underlying index is less than its respective call threshold level but the final index value of each underlying index is
greater than or equal to its respective downside threshold level, investors will receive the stated principal amount of their
investment. However, if the securities are not redeemed prior to maturity and the final index value of either underlying index
is less than its respective downside threshold level, investors will be exposed to the decline in the worst performing underlying
index on a 1-to-1 basis, and will receive a payment at maturity that is less than 70% of the stated principal amount of the
securities and could be zero. Accordingly, investors in the securities must be willing to accept the risk of losing
their entire initial investment. Investors will not participate in any appreciation in either underlying index.

Maturity:
Approximately 5 years
Automatic
If, on any annual determination date, the index closing value of each underlying index is greater than
early
or equal to its respective call threshold level, the securities will be automatically redeemed for the
redemption:
applicable early redemption payment on the related early redemption date.
Early
The early redemption payment will be an amount in cash per stated principal amount (corresponding
redemption
to a return of approximately 11.00% per annum) for each annual determination date, as follows:
payment:

· 1st determination date:
$1,110

· 2nd determination date:
$1,220

· 3rd determination date:
$1,330

· 4th determination date:
$1,440

No further payments will be made on the securities once they have been redeemed.
Payment at
If the securities have not previously been redeemed, you will receive at maturity a cash payment per
maturity:
security as follows:
· If the final index value of each underlying index is greater than or equal to its respective call
threshold level:

$1,550

· If the final index value of either underlying index is less than its respective call threshold level
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but the final index value of each underlying index is greater than or equal to its respective
downside threshold level:

$1,000

· If the final index value of either underlying index is less than its respective downside threshold
level:

$1,000 × index performance factor of the worst performing underlying index

February 2020
Page 3
Morgan Stanley Finance LLC
Jump Securities with Auto-Callable Feature due March 5, 2025
All Payments on the Securities Based on the Worst Performing of the Russell 2000® Index and the Dow
Jones Industrial AverageSM
Principal at Risk Securities

Under these circumstances, investors will lose a significant portion or all of their
investment. Accordingly, investors in the securities must be willing to accept the
risk of losing their entire initial investment.
The original 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 pricing date is less
than $1,000. We estimate that the value of each security on the pricing date is $957.70.
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 indices. The estimated value of the securities is determined using our own
pricing and valuation models, market inputs and assumptions relating to the underlying indices, instruments based on the
underlying indices, volatility and other factors including current and expected interest rates, as well as an interest rate related to our
secondary market credit spread, which is the implied interest rate at which our conventional fixed rate debt trades in the secondary
market.
What determines the economic terms of the securities?
In determining the economic terms of the securities, including the early redemption payment amounts, the call threshold levels and
the downside threshold levels, we use an internal funding rate, which is likely to be lower than our secondary market credit spreads
and therefore advantageous to us. If the issuing, selling, structuring and hedging costs borne by you were lower or if the internal
funding rate were higher, one or more of the economic terms of the securities would be more favorable to you.
What is the relationship between the estimated value on the pricing date and the secondary market price of the securities?
The price at which MS & Co. purchases the securities in the secondary market, absent changes in market conditions, including
those related to the underlying indices, may vary from, and be lower than, the estimated value on the pricing 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 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 indices, and to our secondary market credit spreads, it would do so based on
values higher than the estimated value. We expect that those higher values will also be reflected in your brokerage account
statements.
MS & Co. may, but is not obligated to, make a market in the securities, and, if it once chooses to make a market, may cease doing
so at any time.

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February 2020
Page 4
Morgan Stanley Finance LLC
Jump Securities with Auto-Callable Feature due March 5, 2025
All Payments on the Securities Based on the Worst Performing of the Russell 2000® Index and the Dow
Jones Industrial AverageSM
Principal at Risk Securities

Key Investment Rationale
The securities do not provide for the regular payment of interest. Instead, the securities will be automatically redeemed if the index
closing value of each of the Russell 2000® Index and the Dow Jones Industrial AverageSM on any annual determination date is
greater than or equal to its respective call threshold level.
The following scenarios are for illustrative purposes only to demonstrate how an automatic early redemption payment or the
payment at maturity (if the securities have not previously been redeemed) are calculated, and do not attempt to demonstrate every
situation that may occur. Accordingly, the securities may or may not be redeemed prior to maturity and the payment at maturity
may be less than 70% of the stated principal amount of the securities and may be zero.

Scenario 1: The securities
When each underlying index closes at or above its respective call threshold level on any
are redeemed prior to
annual determination date, the securities will be automatically redeemed for the applicable
maturity
early redemption payment on the related early redemption date. Investors do not participate
in any appreciation in either underlying index.
Scenario 2: The securities
This scenario assumes that at least one underlying index closes below its respective call
are not redeemed prior to
threshold level on each of the annual determination dates. Consequently, the securities are
maturity, and investors
not redeemed prior to maturity. On the final determination date, each underlying index closes
receive a fixed positive
at or above its respective call threshold level. At maturity, investors will receive a cash
return at maturity
payment equal to $1,550 per stated principal amount. Investors do not participate in any
appreciation in either underlying index.
Scenario 3: The securities
This scenario assumes that at least one underlying index closes below its respective call
are not redeemed prior to
threshold level on each of the annual determination dates. Consequently, the securities are
maturity, and investors
not redeemed prior to maturity. On the final determination date, at least one underlying index
receive the stated principal closes below its respective call threshold level, but the final index value of each underlying
amount at maturity
index is greater than or equal to its respective downside threshold level. At maturity, investors
will receive a cash payment equal to the stated principal amount of $1,000 per security.
Scenario 4: The securities
This scenario assumes that at least one underlying index closes below its respective call
are not redeemed prior to
threshold level on each of the annual determination dates. Consequently, the securities are
maturity, and investors
not redeemed prior to maturity. On the final determination date, at least one underlying index
suffer a substantial loss of
closes below its respective downside threshold level. At maturity, investors will receive an
principal at maturity
amount equal to the stated principal amount multiplied by the index performance factor of the
worst performing underlying index. Under these circumstances, the payment at maturity will
be significantly less than the stated principal amount and could be zero.
February 2020
Page 5
Morgan Stanley Finance LLC
Jump Securities with Auto-Callable Feature due March 5, 2025
All Payments on the Securities Based on the Worst Performing of the Russell 2000® Index and the Dow
Jones Industrial AverageSM
Principal at Risk Securities

Hypothetical Examples
The following hypothetical examples are for illustrative purposes only. Whether the securities are redeemed prior to maturity will be
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determined by reference to the index closing value of each underlying index on each of the annual determination dates, and the
payment at maturity, if any, will be determined by reference to the index closing value of each underlying index on the final
determination date. The initial index values, call threshold levels and downside threshold levels are set forth on the cover of this
document. Some numbers appearing in the examples below have been rounded for ease of analysis. All payments on the
securities are subject to our credit risk. The below examples are based on the following terms:

Early Redemption Payment:
The early redemption payment will be an amount in cash per stated principal amount
(corresponding to a return of approximately 11.00% per annum) for each annual determination
date, as follows:

· 1st determination date:
$1,110

· 2nd determination date:
$1,220

· 3rd determination date:
$1,330

· 4th determination date:
$1,440

No further payments will be made on the securities once they have been redeemed.
Payment at Maturity:
If the securities have not previously been redeemed, you will receive at maturity a cash payment
per security as follows:
· If the final index value of each underlying index is greater than or equal to its respective
call threshold level:

$1,550

· If the final index value of either underlying index is less than its respective call threshold
level but the final index value of each underlying index is greater than or equal to its
respective downside threshold level:

$1,000

· If the final index value of either underlying index is less than its respective downside
threshold level:

$1,000 × index performance factor of the worst performing underlying index.

Under these circumstances, you will lose a significant portion or all of your
investment.
Stated Principal Amount:
$1,000
Hypothetical Initial Index Value: With respect to the RTY Index: 1,700
With respect to the INDU Index: 25,500
Hypothetical Downside
With respect to the RTY Index: 1,190, which is 70% of its hypothetical initial index value
Threshold Level:
With respect to the INDU Index: 17,850, which is 70% of its hypothetical initial index value
Hypothetical Call Threshold
With respect to the RTY Index: 1,615, which is 95% of its hypothetical initial index value
Level:
With respect to the INDU Index: 24,225, which is 95% of its hypothetical initial index value

February 2020
Page 6
Morgan Stanley Finance LLC
Jump Securities with Auto-Callable Feature due March 5, 2025
All Payments on the Securities Based on the Worst Performing of the Russell 2000® Index and the Dow
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Jones Industrial AverageSM
Principal at Risk Securities

Automatic Call:
Example 1 -- the securities are redeemed following the second determination date

Date
RTY Index Closing Value
INDU Index Closing Value
Payment (per Security)
1,900 (at or above the call
21,000 (below the call
1st Determination Date
threshold level)
threshold level)
--
1,850 (at or above the call
26,000 (at or above the call
2nd Determination Date
threshold level)
threshold level)
$1,220
In this example, on the first determination date, the index closing value of one of the underlying indices is at or above its respective
call threshold level, but the index closing value of the other underlying index is below its respective call threshold level. Therefore,
the securities are not redeemed. On the second determination date, the index closing value of each underlying index is at or above
the respective call threshold level. Therefore, the securities are automatically redeemed on the second early redemption date.
Investors will receive a payment of $1,220 per security on the related early redemption date. No further payments will be made on
the securities once they have been redeemed, and investors do not participate in the appreciation in either underlying index.
How to calculate the payment at maturity:
In the following examples, one or both of the underlying indices close below the respective call threshold level(s) on each of the
annual determination dates, and, consequently, the securities are not automatically redeemed prior to, and remain outstanding until,
maturity.

RTY Index Final Index Value
INDU Index Final Index Value
Payment at Maturity (per
Security)
Example 1:
2,000 (at or above its call
28,000 (at or above its call
$1,550
threshold level)
threshold level)
Example 2:
1,360 (below its call
30,600 (at or above its call
$1,000
threshold level but at or
threshold level and downside
above its downside threshold
threshold level)
level)
Example 3:
2,125 (at or above its call
12,750 (below its downside
$1,000 x (12,750 / 25,500) =
threshold level and downside
threshold level)
$500
threshold level)
Example 4:
340 (below its downside
19,125 (below its call
$1,000 x (340 / 1,700) = $200
threshold level)
threshold level but at or
above its downside threshold
level)
Example 5:
340 (below its downside
10,200 (below its downside
$1,000 x (340 / 1,700) = $200
threshold level)
threshold level)
In example 1, the final index value of each underlying index is at or above its respective call threshold level. Therefore, investors
receive $1,550 per security at maturity. Investors do not participate in any appreciation in either underlying index.
In example 2, the final index value of one of the underlying indices is at or above its call threshold level and downside threshold
level, but the final index value of the other underlying index is below its call threshold level and at or above its downside threshold
level. The INDU Index has increased 20% from its initial index value to its final index value and the RTY Index has declined 20%
from its initial index value to its final index value. Therefore, investors receive a payment at maturity equal to the stated principal
amount of $1,000 per security. Investors do not participate in any appreciation in either underlying index.

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In example 3, the final index value of one of the underlying indices is at or above its call threshold level and downside threshold
level, but the final index value of the other underlying index is below its respective downside threshold level. Therefore, investors
are exposed to the downside performance of the worst performing underlying index at maturity. The RTY Index has increased

February 2020
Page 7
Morgan Stanley Finance LLC
Jump Securities with Auto-Callable Feature due March 5, 2025
All Payments on the Securities Based on the Worst Performing of the Russell 2000® Index and the Dow
Jones Industrial AverageSM
Principal at Risk Securities

25% from its initial index value to its final index value and the INDU Index has declined 50% from its initial index value to its final
index value. Therefore, investors receive at maturity an amount equal to the stated principal amount times the index performance
factor of the INDU Index, which is the worst performing underlying index in this example.
In example 4, the final index value of one of the underlying indices is below its call threshold level but at or above its downside
threshold level, while the final index value of the other underlying index is below its respective downside threshold level. Therefore,
investors are exposed to the downside performance of the worst performing underlying index at maturity. The INDU Index has
declined 25% from its initial index value to its final index value and the RTY Index has declined 80% from its initial index value to
its final index value. Therefore, investors receive at maturity an amount equal to the stated principal amount times the index
performance factor of the RTY Index, which is the worst performing underlying index in this example.
In example 5, the final index value of each underlying index is below its respective downside threshold level, and investors receive
at maturity an amount equal to the stated principal amount times the index performance factor of the worst performing underlying
index. The RTY Index has declined 80% from its initial index value to its final index value and the INDU Index has declined 60%
from its initial index value to its final index value. Therefore, the payment at maturity equals the stated principal amount times the
index performance factor of the RTY Index, which is the worst performing underlying index in this example.
If the securities are not redeemed prior to maturity and the final index value of either underlying index is
below its respective downside threshold level, you will be exposed to the downside performance of the
worst performing underlying index at maturity, and your payment at maturity will be less than 70% of the
stated principal amount per security and could be zero.

February 2020
Page 8
Morgan Stanley Finance LLC
Jump Securities with Auto-Callable Feature due March 5, 2025
All Payments on the Securities Based on the Worst Performing of the Russell 2000® Index and the Dow
Jones Industrial AverageSM
Principal at Risk Securities

Risk Factors
The following is a 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, index supplement and prospectus. We
also urge you to 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 the return of any principal. The terms of the securities differ
from those of ordinary debt securities in that they do not pay interest or guarantee the return of any of the principal amount at
maturity. If the securities have not been automatically redeemed prior to maturity and the final index value of either
underlying index is less than its respective downside threshold level of 70% of its initial index value, you will be exposed to
the decline in the value of the worst performing underlying index, as compared to its initial index value, on a 1-to-1 basis, and
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you will receive for each security that you hold at maturity an amount equal to the stated principal amount times the index
performance factor of the worst performing underlying index. In this case, the payment at maturity will be less than 70% of the
stated principal amount and could be zero.
The appreciation potential of the securities is limited by the fixed early redemption payment or payment
at maturity specified for each determination date. The appreciation potential of the securities is limited to the fixed
early redemption payment specified for each determination date if each underlying index closes at or above its respective call
threshold level on any annual determination date, or to the fixed upside payment at maturity if the securities have not been
redeemed and the final index value of each underlying index is at or above its call threshold level. In all cases, you will not
participate in any appreciation of either underlying index, which could be significant.
You are exposed to the price risk of each underlying index. Your return on the securities is not linked to a basket
consisting of each underlying index. Rather, it will be contingent upon the independent performance of each underlying index.
Unlike an instrument with a return linked to a basket of underlying assets, in which risk is mitigated and diversified among all
the components of the basket, you will be exposed to the risks related to each underlying index. Poor performance by either
underlying index over the term of the securities may negatively affect your return and will not be offset or mitigated by any
positive performance by the other underlying index. To receive an early redemption payment, each underlying index must
close at or above its respective call threshold level on the applicable determination date. In addition, if the securities have not
been redeemed and at least one underlying index has declined to below its respective downside threshold level as of the
final determination date, you will be fully exposed to the decline in the worst performing underlying index over the term of
the securities on a 1-to-1 basis, even if the other underlying index has appreciated or has not declined as much. Under this
scenario, the value of any such payment at maturity will be less than 70% of the stated principal amount and could be zero.
Accordingly, your investment is subject to the price risk of each underlying index.
The market price will 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. We expect that generally the level of interest rates available in the
market and the value of each underlying index on any day, including in relation to its respective initial index value, call
threshold level and downside threshold level, will affect the value of the securities more than any other factors. Other factors
that may influence the value of the securities include:

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

o geopolitical conditions and economic, financial, political, regulatory or judicial events that affect the component
stocks of the underlying indices or securities markets generally and which may affect the value of each underlying
index,

o dividend rates on the securities underlying the underlying indices,

o the time remaining until the securities mature,

o interest and yield rates in the market,

o the availability of comparable instruments,

February 2020
Page 9
Morgan Stanley Finance LLC
Jump Securities with Auto-Callable Feature due March 5, 2025
All Payments on the Securities Based on the Worst Performing of the Russell 2000® Index and the Dow
Jones Industrial AverageSM
Principal at Risk Securities

o the composition of the underlying indices and changes in the constituent stocks of such indices, 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 sell your securities prior to maturity. Generally,
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