MORGAN STANLEY — Capital/Financing Update 2010

Oct 12, 2010

October 2010 Pricing Sheet dated October 8, 2010 relating to Preliminary Terms No. 552 dated October 7, 2010 to Registration Statement No. 333-156423 Filed pursuant to Rule 433

STRUCTURED INVESTMENTS

Opportunities in U.S. Equities

ELKS ® Based on the Common Stock of Yahoo! Inc. due April 14, 2011

Equity LinKed Securities (“ELKS ® ”)

PRICING TERMS – OCTOBER 8, 2010
Issuer:	Morgan Stanley
Aggregate principal amount:	$3,584,000
Stated principal amount:	$10 per ELKS
Issue price:	$10 per ELKS
Pricing date:	October 8, 2010
Original issue date:	October 14, 2010 (3 business days after the pricing date)
Maturity date:	April 14, 2011
Underlying equity:	Yahoo! Inc. common stock
Underlying equity issuer:	Yahoo! Inc.
Coupon:	8.2% per annum (approximately equivalent to $0.41 per ELKS for the term of the ELKS), paid monthly and calculated on a 30/360 basis.
Coupon payment dates:	Monthly, on the 14th of each month, beginning on November 14, 2010

Payment at maturity	If on any trading day from but excluding the pricing date to and including the valuation date:
(per ELKS):	·	the closing price has not decreased to or below the downside threshold price, then you will receive an amount in cash equal to $10 per ELKS; or
	·	the closing price has decreased to or below the downside threshold price, then you will receive shares of Yahoo! Inc. common stock in exchange for each ELKS in an amount equal to the equity ratio per ELKS or, if we so elect, the cash value (determined as of the valuation date) of such shares. The value of those shares of common stock or that cash, as applicable, may be significantly less than the stated principal amount of the ELKS and may be zero.

Initial equity price: — Downside threshold price:	$14.49, which is the closing price of the underlying equity on the pricing date. — $11.592, which is 80% of the initial equity price.
Equity ratio:	0.69013, which is $10 divided by the initial equity price, subject to adjustment for certain corporate events affecting the underlying equity issuer.
Valuation date:	April 11, 2011, subject to adjustment for non-trading days and certain market disruption events
Listing:	The ELKS will not be listed on any securities exchange.
CUSIP:	61759G430
ISIN:	US61759G4304
Agent:	Morgan Stanley & Co. Incorporated (“MS & Co.”), a wholly-owned subsidiary of Morgan Stanley. See “Supplemental information concerning plan of distribution; conflicts of interest” in the accompanying preliminary terms.
Calculation agent:	MS & Co.
Commissions and Issue Price:	Price to Public	Agent’s Commissions (1)	Proceeds to Issuer
Per ELKS	$10	$0.15	$9.85
Total	$3,584,000	$53,760	$3,530,240

(1) Selected dealers, including Morgan Stanley Smith Barney LLC (an affiliate of the Agent), and their financial advisors will collectively receive from the Agent, MS & Co., a fixed sales commission of $0.15 for each ELKS they sell. For additional information, see “Supplemental information concerning plan of distribution; conflicts of interest” in the accompanying preliminary terms and “Plan of Distribution (Conflicts of Interest)” in the accompanying prospectus supplement for ELKS.

You should read this document together with the preliminary terms describing the offering and the related prospectus supplement and prospectus, each of which can be accessed via the hyperlinks below.

EFPlaceholder Preliminary Terms No. 552 dated October 7, 2010

EFPlaceholder Prospectus Supplement for ELKS dated February 9, 2010

EFPlaceholder Prospectus dated December 23, 2008

The ELKS 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 offering 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 1-800-584-6837.