MORGAN STANLEY — Capital/Financing Update 2010

Oct 28, 2010

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered	Maximum Aggregate Offering Price	Amount of Registration Fee
Fixed Rate Senior Notes Due 2015	$1,499,040,000	$106,881.55

PROSPECTUS Dated December 23, 2008 PROSPECTUS SUPPLEMENT Dated December 23, 2008 Pricing Supplement No. 569 to Registration Statement No. 333-156423 Dated October 26, 2010 Rule 424(b)(2)

GLOBAL MEDIUM-TERM NOTES, SERIES F

Fixed Rate Senior Notes Due 2015

We, Morgan Stanley, are offering the notes described below on a global basis. We may not redeem the Global Medium-Term Notes, Series F, Fixed Rate Senior Notes Due 2015 (the “notes”) prior to the maturity thereof.

We will issue the notes only in registered form, which form is further described under “Description of Notes—Forms of Notes” in the accompanying prospectus supplement.

We describe the basic features of the notes in the section of the accompanying prospectus supplement called “Description of Notes” and in the section of the accompanying prospectus called “Description of Debt Securities—Fixed Rate Debt Securities,” subject to and as modified by the provisions described below.

Principal Amount:	$1,500,000,000	Interest Payment Period:	Semi-annual
Maturity Date:	November 2, 2015	Interest Payment Dates:	Each May 2 and November 2,
Settlement Date			commencing on May 2, 2011
(Original Issue Date):	November 2, 2010 (T+5)	Business Day:	New York
Interest Accrual Date:	November 2, 2010	Business Day Convention:	Following unadjusted
Issue Price:	99.936%	Minimum Denominations:	$100,000 and integral
Specified Currency:	U.S. dollars		multiples of $1,000 in excess
Redemption Percentage			thereof
at Maturity:	100%	CUSIP:	61747Y CT0
Interest Rate:	3.45% per annum (calculated	ISIN:	US61747YCT01
	on a 30/360 day count basis)	Other Provisions:	None

We describe how interest is calculated, accrued and paid, including where a scheduled interest payment date is not a business day (the following unadjusted business day convention), under “Description of Debt Securities—Fixed Rate Debt Securities” in the accompanying prospectus.

Terms not defined herein have the meanings given to such terms in the accompanying prospectus supplement and prospectus, as applicable.

The notes are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.

The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this pricing supplement or the accompanying prospectus supplement or the prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

MORGAN STANLEY

MITSUBISHI UFJ SECURITIES
ALADDIN CAPITAL LLC	DEUTSCHE BANK SECURITIES
FTN FINANCIAL SECURITIES CORPORATION	KEYBANC CAPITAL MARKETS
KKR	LEBENTHAL & CO., LLC
RBS	SUNTRUST ROBINSON HUMPHREY
U.S. BANCORP INVESTMENTS, INC.

Supplemental Information Concerning Plan of Distribution; Conflicts of Interest

On October 26, 2010, we agreed to sell to the managers listed below, and they severally agreed to purchase, the principal amount of notes set forth opposite their respective names below at a net price of 99.586%, which we refer to as the “purchase price” for the notes. The purchase price for the notes equals the stated issue price of 99.936% less a combined management and underwriting commission of 0.35% of the principal amount of the notes.

Name	Principal Amount of Notes
Morgan Stanley & Co. Incorporated	$ 1,215,000,000
Mitsubishi UFJ Securities (USA), Inc.	150,000,000
Aladdin Capital LLC	15,000,000
Deutsche Bank Securities Inc.	15,000,000
FTN Financial Securities Corporation	15,000,000
KeyBanc Capital Markets Inc.	15,000,000
KKR Capital Markets LLC	15,000,000
Lebenthal & Co., LLC	15,000,000
RBS Securities Inc.	15,000,000
SunTrust Robinson Humphrey, Inc.	15,000,000
U.S. Bancorp Investments, Inc.	15,000,000
Total	$ 1,500,000,000

Morgan Stanley & Co. Incorporated is our wholly-owned subsidiary. Mitsubishi UFJ Financial Group, Inc., the ultimate parent of Mitsubishi UFJ Securities (USA), Inc. (one of the managers), holds an approximately 19.6% interest in Morgan Stanley (assuming full conversion of our convertible preferred stock that Mitsubishi UFJ Financial Group, Inc. currently owns). This offering will be conducted in compliance with the requirements of NASD Rule 2720 of the Financial Industry Regulatory Authority, Inc., which is commonly referred to as FINRA, regarding a FINRA member firm’s distribution of the securities of an affiliate and related conflicts of interest. In accordance with NASD Rule 2720, Morgan Stanley & Co. Incorporated and Mitsubishi UFJ Securities (USA), Inc. may not make sales in this offering to any discretionary accounts without the prior written approval of the customer.

With respect to notes to be offered or sold in the United Kingdom, each manager has represented and agreed (1) that it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the “FSMA”)) received by such manager in connection with the issue or sale of the notes in circumstances in which Section 21(1) of the FSMA does not apply to us, and (2) that it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by such manager in relation to the notes in, from or otherwise involving the United Kingdom.

Each manager has agreed that it will not offer or sell any notes, directly or indirectly, in Japan or to or for the account or benefit of any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), except pursuant to an exemption from the registration requirements and otherwise in compliance with the Financial Instruments and Exchange Law of Japan (Law No.25 of 1948, as amended) and any other applicable laws, regulations and ministerial guidelines of Japan.

Furthermore, each manager has agreed that it will not purchase, deliver, offer or sell the notes or possess or distribute offering material in relation to the notes in any jurisdiction if such purchase, delivery, offer or sale or the possession or distribution of such offering material would not be in compliance with any applicable law or regulation or if any consent, approval or permission is needed for such purchase, delivery, offer or sale or the possession or distribution by such manager or for or on behalf of us unless such consent, approval or permission has been previously obtained.

PS-2