MORGAN STANLEY — Capital/Financing Update 2010

Dec 21, 2010

December 2010 Pricing Sheet dated December 17, 2010 relating to Preliminary Pricing Supplement No. 604 dated December 3, 2010 to Registration Statement No. 333-156423 Filed Pursuant to Rule 433

STRUCTURED INVESTMENTS

Opportunities in U.S. Equities

Non-Callable Contingent Coupon Notes Based on the Performance of the S&P 500 ® Index due

December 22, 2025

PRICING TERMS – DECEMBER 17, 2010 — Issuer:	Morgan Stanley
Underlying index:	S&P 500 ® Index
Aggregate principal amount:	$17,521,000
Stated principal amount:	$1,000 per note
Issue price:	$1,000 per note
Pricing date:	December 17, 2010
Original issue date:	December 22, 2010 (3 business days after the pricing date)
Maturity date:	December 22, 2025
Interest rate:	Years 1 and 2 : 8.00% per annum Years 3 through 15 : A contingent coupon of 8.00% per annum is paid monthly only if the closing value of the underlying index is at or above the barrier level on the related observation date . If on any observation date, the closing value of the underlying index is less than the barrier level, we will pay no coupon for the applicable interest period. It is possible that the underlying index could remain below the barrier level for extended periods of time or even throughout the period from the second year following the original issue date until maturity so that you will receive no contingent monthly coupons.
Barrier level:	925
Interest payment dates:	The 22nd day of each month, beginning January 22, 2011; provided that if any such day is not a business day, that interest payment will be made on the next succeeding business day and no adjustment will be made to any interest payment made on that succeeding business day
Observation dates:	The third business day preceding each interest payment date, beginning with the January 22, 2013 interest payment date, subject to postponement for non-index business days and certain market disruption events
Payment at maturity:	At maturity, you will receive an amount equal to the stated principal amount for each note you hold and accrued and unpaid interest, if any.
CUSIP:	617482PU2
ISIN:	US617482PU21
Listing:	The notes will not be listed on any securities exchange.
Agent:	Morgan Stanley & Co. Incorporated (“MS & Co.”), a wholly-owned subsidiary of Morgan Stanley. See “Description of Notes—Supplemental Information Concerning Plan of Distribution; Conflicts of Interest” in the accompanying preliminary pricing supplement.
Commissions and Issue Price:	Price to Public	Agent’s Commissions (1)	Proceeds to Issuer
Per note	$1,000	$35	$965
Total	$17,521,000	$613,235	$16,907,765

(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 $35 for each note they sell. For additional information, see “Description of Notes—Supplemental Information Concerning Plan of Distribution; Conflicts of Interest” in the accompanying preliminary pricing supplement.

“Standard & Poor’s ® ”, “S&P ® ”, “S&P 500 ® ”, “Standard & Poor’s 500” and “500” are trademarks of The McGraw-Hill Companies, Inc. and have been licensed for use by Morgan Stanley. The notes 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 notes .

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

EFPlaceholder Preliminary Pricing Supplement No. 604 dated December 3, 2010

EFPlaceholder Prospectus Supplement dated December 23, 2008

EFPlaceholder Prospectus dated December 23, 2008

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 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.