MORGAN STANLEY — Capital/Financing Update 2010

Dec 7, 2010

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A me ndment No. 1 dated December 6, 2010 relating to Pricing Sheet dated December 3, 2010 relating to Preliminary Terms No. 606 dated December 2, 2010 to Registration Statement No. 333-156423 Filed pursuant to Rule 433

STRUCTURED INVESTMENTS

Opportunities in Commodities

Buffered PLUS Based on the Performance of a Basket of Commodities and a Commodity Index due December 10, 2012

Seven Commodities + S&P GSCI TM Brent Crude Index—Excess Return

Buffered Performance Leveraged Upside Securities SM

PRICING TERMS – DECEMBER 3, 2010
Issuer:	Morgan Stanley
Issue price:	$1,000 per Buffered PLUS
Stated principal amount:	$1,000 per Buffered PLUS
Pricing date:	December 3, 2010
Original issue date:	December 8, 2010 (3 business days after the pricing date)
Maturity date:	December 10, 2012
Aggregate principal amount:	$3,100,000

Basket:	Bloomberg ticker symbol	Weighting	Initial price
S&P GSCI TM Brent Crude Index—Excess Return (“brent crude index”)	SPGCBRP	25.0%	640.2193
Copper	LOCADY	12.5%	$8,754
Palladium	PLDMLNPM	12.5%	$758
Corn	C1	10.0%	573.50¢
Cocoa	CC1	10.0%	$2,935
Coffee	KC1	10.0%	204.80¢
Soybeans	S1	10.0%	1,300.25¢
Sugar #11 (World) (“sugar”)	SB1	10.0%	29.50¢

Payment at maturity: — Maximum payment at maturity:	§ If the basket performance factor is greater than 100%, meaning the basket has appreciated: $1,000 + leveraged upside payment In no event will the payment at maturity exceed the maximum payment at maturity. § If the basket performance factor is less than or equal to 100% but greater than or equal to 90%, meaning the basket has declined in value by an amount less than or equal to the buffer amount of 10%: $1,000 § If the basket performance factor is less than 90%, meaning the basket has declined in value by an amount greater than the buffer amount of 10%: ($1,000 x basket performance factor) + $100 This amount will be less than the stated principal amount of $1,000. However, under no circumstances will the payment due at maturity on the Buffered PLUS be less than $100 per Buffered PLUS. — $1,250 per Buffered PLUS (125% of the stated principal amount)
Leveraged upside payment:	$1,000 x leverage factor x basket percent increase
Leverage factor:	140%
Minimum payment at maturity:	$100 per Buffered PLUS (10% of the stated principal amount)
Basket percent increase:	The sum of the products of, with respect to each basket commodity: [(final basket commodity price – initial basket commodity price) / initial basket commodity price] x weighting
Basket performance factor:	The sum of the products of, with respect to each basket commodity: [final basket commodity price / initial basket commodity price] x weighting
Commodity price:	For any trading day: Copper : the official cash offer price per ton (as stated in U.S. dollars); Palladium : the afternoon palladium fixing price per troy ounce (as stated in U.S. dollars); Corn : the official settlement price per bushel (as stated in U.S. cents); Cocoa : the official settlement price per metric ton (as stated in U.S. dollars); Coffee : the official settlement price per pound (as stated in U.S. cents); Soybeans : the official settlement price per bushel (as stated in U.S. cents); and Sugar : the official settlement price per pound (as stated in U.S. cents). For full descriptions, please see “Fact Sheet – Commodity price” in the accompanying preliminary terms.
Index value:	For any index business day, the official settlement price of the brent crude index
Initial basket commodity price:	The commodity price or index value, as applicable, for the applicable basket commodity on the pricing date. See “Basket—Initial price” above.
Final basket commodity price:	The commodity price or index value, as applicable, for the applicable basket commodity on the valuation date
Valuation date:	In respect of each basket commodity, December 5, 2012, subject to adjustment for a non-trading day or non-index business day (as applicable) or a market disruption event in respect of the applicable basket commodity.
Buffer amount:	10%
Interest:	None
CUSIP:	617482PW8
ISIN:	US617482PW86
Listing:	The Buffered PLUS will not be listed on any securities exchange.
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.
Commissions and Issue Price:	Price to Public	Agent’s Commissions (1)	Proceeds to Issuer
Per Buffered PLUS	$1,000	$22.50	$977.50
Total	$3,100,000	$69,750	$3,030,250

(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 $22.50 for each Buffered PLUS they sell. For additional information, see “Supplemental information concerning plan of distribution; conflicts of interest” in the accompanying preliminary terms and “Plan of Distribution” in the accompanying prospectus supplement for Commodity PLUS.

“S&P GSCI TM ” is a trademark of The McGraw-Hill Companies, Inc. and has been licensed for use by Morgan Stanley. The Buffered PLUS are not sponsored, endorsed, sold or promoted by The McGraw-Hill Companies, Inc., and The McGraw-Hill Companies, Inc. makes no representation regarding the advisability of investing in the Buffered PLUS.

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. 606 dated December 2, 2010

EFPlaceholder Prospectus Supplement for Commodity PLUS dated August 20, 2009 EFPlaceholder Prospectus dated December 23, 2008

The Buffered PLUS 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 this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-584-6837.