Obligation Morgan Stanley Financial 9.5% ( US61770FVY95 ) en USD

Morgan Stanley Financial

102 % ⇌

Etas-Unis

US61770FVY95 ( en USD )

9.5% par an ( paiement semestriel )

28/03/2030

Prospectus brochure de l'obligation Morgan Stanley Finance US61770FVY95 en USD 9.5%, échéance 28/03/2030

1 000 USD

2 065 000 USD

61770FVY9

N/A

28/09/2026 ( Dans 179 jours )

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.

L'Obligation émise par Morgan Stanley Financial ( Etas-Unis ) , en USD, avec le code ISIN US61770FVY95, paye un coupon de 9.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 28/03/2030

424B2 1 dp124641_424b2-ps3685.htm FORM 424B2

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered

Maximum Aggregate Offering Price

Amount of Registration Fee
Contingent Income Auto-Callable Securities due
$2,065,000

$268.04
2030

M a rc h 2 0 2 0
Pricing Supplement No. 3,685
Registration Statement Nos. 333-221595; 333-221595-01
Dated March 24, 2020
Filed pursuant to Rule 424(b)(2)
Morgan Stanley Finance LLC
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Contingent Income Auto-Callable Securities due March 28, 2030, with 1-year Initial Non-
Call Period
Based on the Performance of the S&P 500® Index
Fully a nd U nc ondit iona lly Gua ra nt e e d by M orga n St a nle y
Princ ipa l a t Risk Se c urit ie s
Contingent Income Auto-Callable Securities do not guarantee the payment of interest or the repayment of principal. Instead, the
securities offer the opportunity for investors to earn a contingent quarterly coupon, but only with respect to each observation date
on which the index closing value of the underlying index is greater than or equal to 60% of the initial index value, which we refer to
as the downside threshold level. In addition, if the index closing value of the underlying index is greater than or equal to the initial
index value on any quarterly redemption determination date (beginning approximately one year after the original issue date), the
securities will be automatically redeemed for an amount per security equal to the stated principal amount and the contingent
quarterly coupon. However, if the securities are not automatically redeemed prior to maturity, the payment at maturity due on the
securities will be as follows: (i) if the final index value is greater than or equal to the downside threshold level, investors will receive
the stated principal amount and the contingent quarterly coupon with respect to the final observation date, or (ii) if the final index
value is less than the downside threshold level, investors will be exposed to the full decline in the underlying index on a 1-to-1
basis and will receive a payment at maturity that is less than 60% of the stated principal amount of the securities and could be
zero. Moreover, if on any observation date, the index closing value of the underlying index is less than the downside threshold
level, you will not receive any contingent quarterly coupon for that quarterly period. As a result, investors must be willing to accept
the risk of not receiving any contingent quarterly coupons and also the risk of receiving a payment at maturity that is significantly
less than the stated principal amount of the securities and could be zero. Ac c ordingly, inve st ors c ould lose t he ir e nt ire
init ia l inve st m e nt in t he se c urit ie s. These long-dated securities are for investors who are willing to risk their principal and
seek an opportunity to earn interest at a potentially above-market rate in exchange for the risk of receiving few or no contingent
quarterly coupons over the 10-year term of the securities, with no possibility of being called out of the securities until after the initial
1-year non-call period. Investors will not participate in any appreciation of the underlying index. The securities are unsecured
obligations of Morgan Stanley Finance LLC ("MSFL") and are fully and unconditionally guaranteed by Morgan Stanley. The
securities are issued as part of MSFL's Series A Global Medium-Term Notes program.
All pa ym e nt s a re subje c t t o our c re dit risk . I f w e de fa ult on our 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 Finance LLC
Gua ra nt or:
Morgan Stanley
U nde rlying inde x :
S&P 500® Index
Aggre ga t e princ ipa l
$2,065,000
a m ount :
St a t e d princ ipa l a m ount :
$1,000 per security
I ssue pric e :
$1,000 per security
Pric ing da t e :
March 24, 2020
Origina l issue da t e :
March 27, 2020 (3 business days after the pricing date)
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M a t urit y da t e :
March 28, 2030
Ea rly re de m pt ion:
T he se c urit ie s a re not subje c t t o e a rly re de m pt ion unt il one ye a r a ft e r t he
origina l issue da t e . Following this one-year non-call period, if, on any redemption
determination date, beginning on March 24, 2021, the index closing value of the underlying index
is greater than or equal to the initial index value, the securities will be automatically redeemed for
an early redemption payment on the related early redemption date. No further payments will be
made on the securities once they have been redeemed.
Ea rly re de m pt ion pa ym e nt : The early redemption payment will be an amount equal to (i) the stated principal amount plus (ii)
the contingent quarterly coupon with respect to the related observation date.
Re de m pt ion de t e rm ina t ion Quarterly, as set forth under "Observation Dates, Redemption Determination Dates, Coupon
da t e s:
Payment Dates and Early Redemption Dates" below, subject to postponement for non-index
business days and certain market disruption events.
Ea rly re de m pt ion da t e s:
Starting on March 29, 2021, quarterly. See "Observation Dates, Redemption Determination Dates,
Coupon Payment Dates and Early Redemption Dates" below. If any such day is not a business
day, that early redemption payment will be made on the next succeeding business day and no
adjustment will be made to any early redemption payment made on that succeeding business day.
Cont inge nt qua rt e rly
·If, on any observation date, the index closing value or the final index value, as applicable, is
c oupon:
greater than or equal to the downside threshold level, we will pay a contingent quarterly coupon
at an annual rate of 9.50% (c orre sponding t o a pprox im a t e ly $ 2 3 .7 5 pe r qua rt e r pe r
se c urit y) on the related coupon payment date.
·If, on any observation date, the index closing value or the final index value, as applicable, is less
than the downside threshold level, no contingent quarterly coupon will be paid with respect to
that observation date.
Dow nside t hre shold le ve l: 1,468.398, which is equal to 60% of the initial index value
Pa ym e nt a t m a t urit y:
·If the final index value is greater than (i) the stated principal amount plus (ii) the contingent
or e qua l t o the downside threshold
quarterly coupon with respect to the final observation
level:
date

·If the final index value is less than the (i) the stated principal amount multiplied by (ii) the
downside threshold level:
index performance factor
Age nt :
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."
Est im a t e d va lue on t he
$964.80 per security. See "Investment Summary" beginning on page 3.
pric ing da t e :
Com m issions a nd issue

Pric e t o public
Age nt 's c om m issions (1)
Proc e e ds t o us(2)
pric e :
Pe r se c urit y

$1,000
$35
$965
T ot a l

$2,065,000
$72,275
$1,992,725
(1) Selected dealers and their financial advisors will collectively receive from the agent, Morgan Stanley & Co. LLC, a fixed sales
commission of $35 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.
(2) See "Use of proceeds and hedging" on page 21.
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 9 .
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 de posit s or sa vings a c c ount 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 or inst rum e nt a lit 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 T e rm s of
t he Se c urit ie s" a nd "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 .
As use d in t his doc um e nt , "w e ," "us" a nd "our" re fe r t o M orga n St a nle y or M SFL, or M orga n St a nle y a nd
M SFL c olle c t ive ly, a s t he c ont e x t re quire s.
Produc t Supple m e nt for Aut o -Ca lla ble Se c urit ie s
I nde x Supple m e nt da t e d N ove m be r 1 6 , 2 0 1 7
da t e d N ove m be r 1 6 , 2 0 1 7
Prospe c t us da t e d N ove m be r 1 6 , 2 0 1 7

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Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due March 28, 2030, with 1-year Initial Non-Call Period
Ba se d on t he Pe rform a nc e of t he S& P 5 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

Terms continued from previous page:
I nit ia l inde x va lue :
2,447.33, which is the index closing value of the underlying index on the pricing date
Coupon pa ym e nt
Quarterly, as set forth under "Observation Dates, Redemption Determination Dates, Coupon Payment
da t e s:
Dates and Early Redemption Dates" below. If any such day is not a business day, that coupon payment
will be made on the next succeeding business day and no adjustment will be made to any coupon
payment made on that succeeding business day; provided further that the contingent quarterly coupon,
if any, with respect to the final observation date shall be paid on the maturity date.
Obse rva t ion da t e s:
Quarterly, as set forth under "Observation Dates, Redemption Determination Dates, Coupon Payment
Dates and Early Redemption Dates" below, subject to postponement for non-index business days and
certain market disruption events. We also refer to March 25, 2030, which is the third scheduled
business day preceding the scheduled maturity date, as the final observation date.
Fina l inde x va lue :
The index closing value of the underlying index on the final observation date
I nde x pe rform a nc e
The final index value divided by the initial index value
fa c t or:
CU SI P:
61770FVY9
I SI N :
US61770FVY95
List ing:
The securities will not be listed on any securities exchange.

Observation Dates, Redemption Determination Dates, Coupon Payment Dates and Early
Redemption Dates
Obse rva t ion Da t e s / Re de m pt ion
Coupon Pa ym e nt Da t e s / Ea rly
De t e rm ina t ion Da t e s
Re de m pt ion Da t e s
6/24/2020*
6/29/2020*
9/24/2020*
9/29/2020*
12/24/2020*
12/30/2020*
3/24/2021
3/29/2021
6/24/2021
6/29/2021
9/24/2021
9/29/2021
12/27/2021
12/30/2021
3/24/2022
3/29/2022
6/24/2022
6/29/2022
9/26/2022
9/29/2022
12/27/2022
12/30/2022
3/24/2023
3/29/2023
6/26/2023
6/29/2023
9/25/2023
9/28/2023
12/26/2023
12/29/2023
3/25/2024
3/28/2024
6/24/2024
6/27/2024
9/24/2024
9/27/2024
12/24/2024
12/30/2024
3/24/2025
3/27/2025
6/24/2025
6/27/2025
9/24/2025
9/29/2025
12/24/2025
12/30/2025
3/24/2026
3/27/2026
6/24/2026
6/29/2026
9/24/2026
9/29/2026
12/24/2026
12/30/2026
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3/24/2027
3/29/2027
6/24/2027
6/29/2027
9/24/2027
9/29/2027
12/27/2027
12/30/2027
3/24/2028
3/29/2028
6/26/2028
6/29/2028
9/25/2028
9/28/2028
12/26/2028
12/29/2028
3/26/2029
3/29/2029
6/25/2029
6/28/2029
9/24/2029
9/27/2029
12/24/2029
12/28/2029
3/25/2030 (final observation date)
3/28/2030 (maturity date)
* The securities are not subject to automatic early redemption until the fourth coupon payment date, which is March 29, 2021.

March 2020
Page 2
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due March 28, 2030, with 1-year Initial Non-Call Period
Ba se d on t he Pe rform a nc e of t he S& P 5 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

I nve st m e nt Sum m a ry
Cont inge nt I nc om e Aut o-Ca lla ble Se c urit ie s
Princ ipa l a t Risk Se c urit ie s

The Contingent Income Auto-Callable Securities due March 28, 2030, with 1-year Initial Non-Call Period Based on the
Performance of the S&P 500® Index, which we refer to as the securities, provide an opportunity for investors to earn a contingent
quarterly coupon with respect to each quarterly observation date on which the index closing value or the final index value, as
applicable, is greater than or equal to 60% of the initial index value, which we refer to as the downside threshold level. It is
possible that the index closing value of the underlying index could remain below the downside threshold level for extended periods
of time or even throughout the term of the securities so that you may receive few or no contingent quarterly coupons.

If the index closing value is greater than or equal to the initial index value on any quarterly redemption determination date,
beginning on March 24, 2021, the securities will be automatically redeemed for an early redemption payment equal to the stated
principal amount, plus the contingent quarterly coupon with respect to the related observation date. If the securities have not
previously been redeemed and the final index value is greater than or equal to the downside threshold level, the payment at
maturity will be the stated principal amount and the contingent quarterly coupon with respect to the related observation date.
However, if the securities have not previously been redeemed and the final index value is less than the downside threshold level,
investors will be exposed to the decline in the underlying index, as compared to the initial index value, on a 1-to-1 basis. In this
case, the payment at maturity will be less than 60% of the stated principal amount of the securities and could be zero. Investors in
the securities must be willing to accept the risk of losing their entire principal and also the risk of not receiving any contingent
quarterly coupon. In addition, investors will not participate in any appreciation of the underlying index.

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 $964.80.

What goes into the estimated value on the pricing date?

In valuing the securities on the pricing date, we take into account that the securities comprise both a debt component and a
performance-based component linked to the underlying 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?
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In determining the economic terms of the securities, including the contingent quarterly coupon rate and the downside threshold
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.

March 2020
Page 3
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due March 28, 2030, with 1-year Initial Non-Call Period
Ba se d on t he Pe rform a nc e of t he S& P 5 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

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
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 12 months following the
issue date, to the extent that MS & Co. may buy or sell the securities in the secondary market, absent changes in market
conditions, including those related to the underlying 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.

March 2020
Page 4
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due March 28, 2030, with 1-year Initial Non-Call Period
Ba se d on t he Pe rform a nc e of t he S& P 5 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

Key Investment Rationale

The securities offer investors an opportunity to earn a contingent quarterly coupon with respect to each observation date on which
the index closing value or the final index value, as applicable, is greater than or equal to 60% of the initial index value, which we
refer to as the downside threshold level. The securities may be redeemed prior to maturity for the stated principal amount per
security plus the applicable contingent quarterly coupon, and the payment at maturity will vary depending on the final index value,
as follows:

Sc e na rio 1
On a ny qua rt e rly re de m pt ion de t e rm ina t ion da t e , be ginning w it h t he M a rc h 2 9 , 2 0 2 1
re de m pt ion de t e rm ina t ion da t e , t he inde x c losing va lue is greater than or equal to t he init ia l
inde x va lue .

The securities will be automatically redeemed for (i) the stated principal amount plus (ii) the contingent
quarterly coupon with respect to the related observation date.

Investors will not participate in any appreciation of the underlying index from the initial index value.
Sc e na rio 2
T he se c urit ie s a re not a ut om a t ic a lly re de e m e d prior t o m a t urit y, a nd t he fina l inde x va lue
is greater than or equal to t he dow nside t hre shold le ve l.

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The payment due at maturity will be (i) the stated principal amount plus (ii) the contingent quarterly
coupon with respect to the final observation date.

Investors will not participate in any appreciation of the underlying index from the initial index value.
Sc e na rio 3
T he se c urit ie s a re not a ut om a t ic a lly re de e m e d prior t o m a t urit y, a nd t he fina l inde x va lue
is less than t he dow nside t hre shold le ve l.

The payment due at maturity will be equal to (i) the stated principal amount multiplied by (ii) the index
performance factor.

Investors w ill lose a significant portion, and may lose all, of their principal in this
sc e na rio.
March 2020
Page 5
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due March 28, 2030, with 1-year Initial Non-Call Period
Ba se d on t he Pe rform a nc e of t he S& P 5 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

How the Securities Work

The following diagrams illustrate the potential outcomes for the securities depending on (1) the index closing values and (2) the
final index value.

Dia gra m # 1 : Cont inge nt Qua rt e rly Coupons (Be ginning on t he First Coupon Pa ym e nt Da t e unt il Ea rly
Re de m pt ion or M a t urit y)

Dia gra m # 2 : Aut om a t ic Ea rly Re de m pt ion (Be ginning Approx im a t e ly One Y e a r Aft e r t he Origina l I ssue Da t e )

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March 2020
Page 6
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due March 28, 2030, with 1-year Initial Non-Call Period
Ba se d on t he Pe rform a nc e of t he S& P 5 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

Dia gra m # 3 : Pa ym e nt a t M a t urit y if N o Aut om a t ic Ea rly Re de m pt ion Oc c urs

March 2020
Page 7
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due March 28, 2030, with 1-year Initial Non-Call Period
Ba se d on t he Pe rform a nc e of t he S& P 5 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

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Hypothetical Examples

The below examples are based on the following terms:

Hypothetical Initial Index Value:
2,500
Hypothetical Downside Threshold Level:
1,500, which is 60% of the hypothetical initial index value
Contingent Quarterly Coupon:
9.50% per annum (corresponding to approximately $23.75 per quarter per
security)1
Stated Principal Amount:
$1,000 per security
1 The actual contingent quarterly coupon will be an amount determined by the calculation agent based on the number of days in
the applicable payment period, calculated on a 30/360 day-count basis. The hypothetical contingent quarterly coupon of $23.75 is
used in these examples for ease of analysis.

In Example 1, the index closing value of the underlying index is greater than or equal to the initial index value on one of the
quarterly redemption determination dates. Because the index closing value is greater than or equal to the initial index value on
such a date, the securities are automatically redeemed on the related early redemption date. In Examples 2 and 3, the index
closing value is less than the initial index value on each redemption determination date, and, consequently, the securities are not
automatically redeemed prior to, and remain outstanding until, maturity.

Ex a m ple 1 --The securities are automatically redeemed following the quarterly redemption determination date in March 2025, as
the index closing value is greater than or equal to the initial index value on such redemption determination date. The index closing
value is at or above the downside threshold level on only 10 of the 19 quarterly observation dates prior to (and excluding) the
observation date immediately preceding the early redemption. Therefore, you would receive the contingent quarterly coupons with
respect to those 10 observation dates, totaling $23.75 × 10 = $237.50, but not for the other 9 observation dates. The underlying
index, however, recovers, and the index closing value is greater than or equal to the initial index value on the redemption
determination date in March 2025. Upon early redemption, investors receive the early redemption payment calculated as $1,000 +
$23.75 = $1,023.75.

The total payment over the 5-year term of the securities is $237.50 + $1,023.75 = $1,261.25. Investors do not participate in any
appreciation of the underlying index.

Ex a m ple 2 --The securities are not redeemed prior to maturity, as the index closing value is less than the initial index value on
each quarterly redemption determination date. The index closing value is at or above the downside threshold level on all 39
quarterly observation dates prior to (and excluding) the final observation date, and the final index value is also at or above the
downside threshold level. Therefore, you would receive (i) the contingent quarterly coupons with respect to the 39 observation dates
prior to (and excluding) the final observation date, totaling $23.75 × 39 = $926.25, and (ii) the payment at maturity calculated as
$1,000 + $23.75 = $1,023.75.

The total payment over the 10-year term of the securities is $926.25 + $1,023.75 = $1,950.00.

This example illustrates the scenario where you receive a contingent quarterly coupon on every coupon payment date throughout
the term of the securities and receive your principal back at maturity, resulting in an annual interest rate of 9.50% over the 10-year
term of the securities. This example, therefore, represents the maximum amount payable over the 10-year term of the securities.
To the extent that coupons are not paid on every coupon payment date, the effective rate of interest on the securities will be less
than the rate of 9.50% per annum and could be zero.

Ex a m ple 3 --The securities are not redeemed prior to maturity, as the index closing value is less than the initial index value on
each quarterly redemption determination date. The index closing value is below the downside threshold level on all of the quarterly
observation dates, including the final observation date, on which the final index value is 1,250. Therefore, you would receive no
contingent quarterly coupons, and the payment at maturity would be calculated as $1,000 × 1,250 / 2,500 = $500.00.

The total payment over the 10-year term of the securities is $0 + $500.00 = $500.00.

I f t he se c urit ie s a re not a ut om a t ic a lly re de e m e d prior t o m a t urit y a nd t he fina l inde x va lue is le ss t ha n t he
dow nside t hre shold le ve l, you w ill lose a signific a nt port ion or a ll of your inve st m e nt in t he se c urit ie s.

March 2020
Page 8
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Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due March 28, 2030, with 1-year Initial Non-Call Period
Ba se d on t he Pe rform a nc e of t he S& P 5 0 0 ® I nde x
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, index supplement and
prospectus. You should also consult your investment, legal, tax, accounting and other advisers in connection with your investment
in the securities.

The securities do not guarantee the return of any principal. The terms of the securities differ from those of
ordinary debt securities in that the securities do not guarantee the payment of regular interest or the return of any of the
principal amount at maturity. Instead, if the securities have not been automatically redeemed prior to maturity and if the final
index value is less than the downside threshold level, you will be exposed to the full decline in the underlying index, as
compared to the initial index value, on a 1-to-1 basis and you will receive a payment at maturity that will be less than 60% of
the stated principal amount and could be zero. You could lose up to your entire investment in the securities.

You w ill not receive any contingent quarterly coupon for any quarterly period w here the index closing
va lue is le ss t ha n t he dow nside t hre shold le ve l. A contingent quarterly coupon will be paid with respect to a quarterly
period only if the index closing value is greater than or equal to the downside threshold level. If the index closing value
remains below the downside threshold level on each observation date over the term of the securities, you will not receive any
contingent quarterly coupons.

The contingent quarterly coupon, if any, is based solely on the index closing value or the final index
va lue , a s a pplic a ble . Whether the contingent quarterly coupon will be paid with respect to an observation date will be
based on the index closing value or the final index value, as applicable. As a result, you will not know whether you will receive
the contingent quarterly coupon until the related observation date. Moreover, because the contingent quarterly coupon is based
solely on the index closing value on a specific observation date or the final index value, as applicable, if such index closing
value or final index value is less than the downside threshold level, you will not receive any contingent quarterly coupon with
respect to such observation date, even if the index closing value of the underlying index was higher on other days during the
term of the securities.

Investors w ill not participate in any appreciation in the value of the underlying index. Investors will not
participate in any appreciation in the value of the underlying index from the initial index value, and the return on the securities
will be limited to the contingent quarterly coupons, if any, that are paid with respect to each observation date on which the
index closing value or the final index value, as applicable, is greater than or equal to the downside threshold level until the
securities are redeemed or reach maturity. It is possible that the index closing value could be below the downside threshold
level on most or all of the observation dates so that you will receive few or no contingent quarterly coupons. If you do not earn
sufficient contingent quarterly coupons over the term of the securities, the overall return on the securities may be less than the
amount that would be paid on a conventional debt security of ours of comparable maturity.

The automatic early redemption feature may limit the term of your investment to as short as
a pprox im a t e ly one ye a r. I f t he se c urit ie s a re re de e m e d e a rly, you m a y not be a ble t o re inve st a t
c om pa ra ble t e rm s or re t urns. The term of your investment in the securities may be limited to as short as approximately
one year by the automatic early redemption feature of the securities. If the securities are redeemed prior to maturity, you will
receive no more contingent quarterly coupons and may be forced to invest in a lower interest rate environment and may not be
able to reinvest at comparable terms or returns.

The market price w ill be influenced by many unpredictable factors. Several factors 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. Although we expect that generally the index closing value of the underlying index on any day will affect the
value of the securities more than any other single 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 index,

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o
whether the index closing value of the underlying index is currently or has been below the downside threshold level
on any observation date,

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

March 2020
Page 9
Morgan Stanley Finance LLC
Contingent Income Auto-Callable Securities due March 28, 2030, with 1-year Initial Non-Call Period
Ba se d on t he Pe rform a nc e of t he S& P 5 0 0 ® I nde x
Princ ipa l a t Risk Se c urit ie s

o
dividend rates on the securities underlying the underlying index,

o
the time remaining until the securities mature,

o
interest and yield rates in the market,

o
the availability of comparable instruments,

o
the composition of the underlying index and changes in the constituent stocks of such index, and

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

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. Some or all of these factors will influence the price that you will receive if you sell your securities prior
to maturity. In particular, if the underlying index has closed near or below the downside threshold level, the market value of the
securities is expected to decrease substantially and you may have to sell your securities at a substantial discount from the
stated principal amount of $1,000 per security.

You cannot predict the future performance of the underlying index based on its historical performance. The value of the
underlying index may decrease and be below the downside threshold level on each observation date so that you will receive no
contingent quarterly coupons, and the value of the underlying index may decrease and be below the downside threshold level
on the final observation date so that you will lose a significant portion or all of your investment. There can be no assurance that
the index closing value of the underlying index will be greater than or equal to the downside threshold level on any observation
date so that you will receive any contingent quarterly coupon during the term of the securities, or that it will be greater than or
equal to the downside threshold level on the final observation date so that you do not suffer a significant loss on your initial
investment in the securities. See "S&P 500® Index Overview" below.

The securities are subject to our credit risk, and any actual or anticipated changes to our credit ratings
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 our ability to
pay all amounts due on the securities on each coupon payment date, upon automatic redemption or at maturity, and therefore
you are subject to our credit risk. If we default on our 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 our creditworthiness. Any actual or anticipated decline in our credit ratings or increase in the
credit spreads charged by the market for taking our credit risk is likely to adversely affect the market value of the securities.

As a finance subsidiary, MSFL has no independent operations and w ill have no independent assets. As a
finance subsidiary, MSFL has no independent operations beyond the issuance and administration of its securities and will have
no independent assets available for distributions to holders of MSFL securities if they make claims in respect of such securities
in a bankruptcy, resolution or similar proceeding. Accordingly, any recoveries by such holders will be limited to those available
under the related guarantee by Morgan Stanley and that guarantee will rank pari passu with all other unsecured,
unsubordinated obligations of Morgan Stanley. Holders will have recourse only to a single claim against Morgan Stanley and its
assets under the guarantee. Holders of securities issued by MSFL should accordingly assume that in any such proceedings
they would not have any priority over and should be treated pari passu with the claims of other unsecured, unsubordinated
creditors of Morgan Stanley, including holders of Morgan Stanley-issued securities.
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