MORGAN STANLEY — Capital/Financing Update 2010

Dec 23, 2010

Filed pursuant to Rule 433

Dated December 22, 2010

Relating to

Pricing Supplement No. 626 dated December 22, 2010 to

Registration Statement No. 333-156423

Global Medium-Term Notes, Series F

Fixed Rate Senior Notes Due 2020 (Reopening)

Fixed Rate Senior Notes Due 2020 (Reopening)
Issuer:	Morgan Stanley
Principal Amount:	$140,000,000. The notes offered hereby constitute a further issuance of, and will be consolidated with, the $1,750,000,000 aggregate principal amount of Fixed Rate Senior Notes Due 2020 issued by us on July 26, 2010. The notes offered hereby will have the same CUSIP number as the previously issued Fixed Rate Senior Notes Due 2020 and will trade interchangeably with the previously issued Fixed Rate Senior Notes Due 2020 immediately upon settlement. Upon completion of this offering, the aggregate principal amount outstanding of all such notes will be $1,890,000,000.
Maturity Date:	July 24, 2020
Trade Date:	December 22, 2010
Original Issue Date (Settlement):	December 28, 2010 (T+3)
Interest Accrual Date:	July 26, 2010
Issue Price (Price to Public):	99.944% plus accrued interest from July 26, 2010
Agents’ Commission:	0.45% of the principal amount
All-in Price:	99.494% plus accrued interest from July 26, 2010
Net Proceeds to Issuer:	$139,291,600 plus accrued interest from July 26, 2010
Interest Rate:	5.500% per annum
Interest Payment Period:	Semi-annual
Interest Payment Dates:	Each January 24 th and July 24 th , commencing January 24, 2011
Day Count Convention:	30/360
Optional Make-Whole Redemption:	Yes (treasury spread: plus 45 basis points)
Specified Currency:	U.S. Dollars (“$”)
Minimum Denomination:	$100,000 and integral multiples of $1,000 in excess thereof
Business Day:	New York
CUSIP:	6174467P8
ISIN:	US6174467P85
Issuer Ratings:	A2 (Moody’s) / A (Standard & Poor’s) / A (Fitch) / A+ (R&I) / A (high) (DBRS) (Negative / Negative / Stable / Negative / Negative)
Agents:	Morgan Stanley & Co. Incorporated (“MS & Co.”) and such other agents as shall be named in the above-referenced Pricing Supplement. MS & Co. is our wholly-owned subsidiary. MS & Co. will therefore conduct this offering in compliance with the requirements of FINRA Rule 5121 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.
Global Settlement:	Through The Depository Trust Company, Euroclear or Clearstream, Luxembourg

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 issuer has filed a registration statement (including a prospectus) with the SEC for the offerings to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov . Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll free 1-866-718-1649 .

EFPlaceholder Prospectus Supplement Dated December 23, 2008

EFPlaceholder Prospectus Dated December 23, 2008