MORGAN STANLEY — Capital/Financing Update 2012

Sep 27, 2012

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STRUCTURED INVESTMENTS Opportunities in Commodities

Lookback Entry Jump Securities Based on the Performance of Brent Blend Crude Oil due October , 2015

The Lookback Entry Jump Securities offer the opportunity to earn a return based on the performance of Brent blend crude oil. Unlike ordinary debt securities, the Lookback Entry Jump Securities, which we refer to as the securities, do not pay interest and do not guarantee the return of any of the principal at maturity. Instead, at maturity, you will receive for each security that you hold an amount in cash that will vary depending on the performance of Brent blend crude oil (the “underlying commodity”) as determined on the valuation date and as compared to the initial commodity price, which will be the lowest commodity price during the lookback observation period. If the underlying commodity appreciates at all as of the valuation date from the initial commodity price, you will receive for each security that you hold at maturity a minimum of $200 to $220 (to be determined on the pricing date) in addition to the stated principal amount. If the underlying commodity appreciates by more than 20% to 22% (to be determined on the pricing date) as of the valuation date, you will receive for each security that you hold at maturity the stated principal amount plus an amount based on the percentage increase of the underlying commodity, subject to the maximum payment at maturity. However, if the price of the underlying commodity remains unchanged or declines as of the valuation date from the initial commodity price, the payment at maturity will be equal to or less than the stated principal amount by an amount that is proportionate to any percentage decrease in the final commodity price from the initial commodity price. You could lose your entire initial investment in the securities. The securities are for investors who seek a Brent blend crude oil-based return and who are willing to risk their principal and forgo current income and upside above the maximum payment at maturity in exchange for the upside jump payment feature and the lookback feature in determining the initial commodity price. The securities are senior notes issued as part of Morgan Stanley’s Series F Global Medium-Term Notes program. All payments on the securities are subject to the credit risk of Morgan Stanley.

SUMMARY TERMS — Issuer:	Morgan Stanley
Issue price:	$1,000 per security (see “Commissions and issue price” below)
Stated principal amount:	$1,000 per security
Pricing date:	October , 2012
Original issue date:	November , 2012 (3 business days after the pricing date)
Maturity date:	October , 2015
Aggregate principal amount:	$
Interest:	None
Underlying commodity:	Brent blend crude oil
Payment at maturity:	· If the final commodity price is greater than the initial commodity price: $1,000 + the greater of (i) $1,000 × the commodity percent change and (ii) the upside payment In no event will the payment at maturity be greater than $2,000 per security. · If the final commodity price is equal to or less than the initial commodity price: $1,000 × commodity performance factor This amount will be equal to or less than the stated principal amount of $1,000 and could be zero. Accordingly, you could lose your entire initial investment in the securities.
Upside payment:	$200 to $220 per security (20% to 22% of the stated principal amount), to be determined on the pricing date
Commodity percent change:	(final commodity price – initial commodity price) / initial commodity price
Commodity performance factor:	final commodity price / initial commodity price
Maximum payment at maturity:	$2,000 per security (200% of the stated principal amount)
Initial commodity price:	The lowest commodity price during the lookback observation period. In no event will the initial commodity price be greater than the commodity price on the pricing date.
Final commodity price:	The commodity price on the valuation date, subject to adjustment for non-trading days and certain market disruption events.
Lookback observation period:	Each trading day on which there is no market disruption event during the period from and including the pricing date to and including December , 2012.
Commodity price:	For any trading day, the official settlement price per barrel of Brent blend crude oil on ICE Futures Europe (“ICE”) of the first nearby month futures contract, as stated in U.S. dollars, as made public by ICE on such day.
Valuation date:	October , 2015, subject to adjustment for non-trading days and certain market disruption events.
CUSIP / ISIN:	617482P81 / US617482P810
Listing:	The securities will not be listed on any securities exchange.
Agent:	Morgan Stanley & Co. LLC (“MS & Co.”), a wholly-owned subsidiary of Morgan Stanley. See “Supplemental information concerning plan of distribution; conflicts of interest.”
Commissions and issue price:	Price to public (1)	Agent’s commissions (1)(2)	Proceeds to issuer
Per security	$1,000	$30	$970
Total	$	$	$

(1) The actual price to public and agent’s commissions for a particular investor may be reduced for volume purchase discounts depending on the aggregate amount of securities purchased by that investor. The lowest price payable by an investor is $990 per security. Please see “Syndicate Information” on page 9 for further details.

(2) Selected dealers , including Morgan Stanley Smith Barney LLC (an affiliate of the agent), and their financial advisors will collectively receive from the agent, Morgan Stanley & Co. LLC (“MS& Co.”), a fixed sales commission of $30 for each security they sell. See “Supplemental information regarding plan of distribution; conflicts of interest.” For additional information, see “Description of Securities—Supplemental Information Concerning Plan of Distribution; Conflicts of Interest” in the accompanying preliminary pricing supplement and “Plan of Distribution (Conflicts of Interest)” in the accompanying prospectus supplement.

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, before you decide to invest.

EFPlaceholder Preliminary Pricing Supplement No. 347 dated September 26, 2012

EFPlaceholder Prospectus Supplement dated November 21, 2011 EFPlaceholder Prospectus dated November 21, 2011

The securities are not bank deposits and are not insured 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.

Lookback Entry Jump Securities Based on the Performance of Brent Blend Crude Oil due October , 2015

Investment Overview

The Lookback Entry Jump Securities Based on the Performance of Brent Blend Crude Oil due October , 2015 (the “securities”) can be used:

§ As an alternative to direct exposure to the underlying commodity that provides a minimum positive return of 20% to 22% (to be determined on the pricing date) if the underlying commodity has appreciated at all as of the valuation date relative to the lowest commodity price of the underlying commodity during the lookback observation period and offers 1 to 1 participation in the underlying commodity appreciation of greater than 20% to 22%, subject to the maximum payment at maturity of $2,000 per security

§ To enhance returns and potentially outperform the underlying commodity in a moderately bullish scenario

The securities are exposed on a 1:1 basis to the percentage decline of the final commodity price from the initial commodity price. Accordingly, you could lose your entire initial investment in the securities. (e.g., a 40% depreciation in the underlying commodity will result in the payment at maturity of $600 per security) .

Maturity:	Approximately 3 years.
Upside payment:	$200 to $220 per security (20% to 22% of the stated principal amount). The actual upside payment will be determined on the pricing date.
Maximum payment at maturity:	$2,000 per security (200% of the stated principal amount)
Minimum payment at maturity:	None. You could lose your entire initial investment in the securities.
Interest:	None

Underlying Commodity Overview

The price of Brent blend crude oil to which the return on the securities is linked for any trading day is the official settlement price per barrel of Brent blend crude oil on ICE Futures Europe of the first nearby month futures contract, as stated in U.S. dollars, as made public by ICE on such day.

Underlying commodity information as of September 24, 2012	Bloomberg Ticker Symbol*	Current Price	52 Weeks Ago	52 Week High	52 Week Low
Brent Blend Crude Oil (in U.S. dollars)	CO1	$109.81	$103.97	$126.22 (on 3/13/2012)	$89.23 (on 6/21/2012)

• The Bloomberg ticker symbol is being provided for reference purposes only. The commodity price on any trading day will be determined based on the price published by ICE.

Daily Commodity Prices of Brent Blend Crude Oil January 1, 2007 to September 24, 2012

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Lookback Entry Jump Securities Based on the Performance of Brent Blend Crude Oil due October , 2015

Key Investment Rationale

This approximately 3-year investment does not pay interest but offers a minimum positive return of 20% to 22% if the underlying commodity appreciates at all as of the valuation date relative to the lowest commodity price during the lookback observation period and 1 to 1 participation in the underlying commodity appreciation of greater than 20% to 22%, subject to the maximum payment at maturity of $2,000 per security. However, if the final commodity price is less than the initial commodity price, the payment at maturity will be less than the stated principal amount of $1,000 and could be zero. Accordingly, investors may lose their entire initial investment in the securities.

Lookback Observation Period	The payment at maturity on the securities is determined by comparing the final commodity price to the initial commodity price. The initial commodity price will be equal to the lowest commodity price during the lookback observation period. If the commodity price declines during the lookback observation period, which is the period from and including the pricing date to and including December , 2012, your payment at maturity will be determined by reference to the lowest commodity price during this period.
Upside Scenario	If the final commodity price is greater than the initial commodity price , the payment at maturity for each security will be equal to $1,000 plus the greater of (i) $1,000 times the commodity percent change and (ii) the upside payment of $200 to $220. The actual upside payment will be determined on the pricing date. In no event will the payment at maturity be greater than $2,000 per security.
Downside Scenario	If the final commodity price is equal to or less than the initial commodity price , the payment at maturity for each security will be equal to or less than the stated principal amount by an amount proportionate to the decrease in the final commodity price from the initial commodity price ( e.g. , a 40% depreciation in the underlying commodity will result in the payment at maturity of $600 per security). There is no minimum payment at maturity on the securities. Accordingly, you could lose your entire initial investment on the securities.

Summary of Selected Key Risks (see page 10)

§ The securities do not pay interest or guarantee return of any principal at maturity.

§ The appreciation potential of the securities is limited.

§ The initial commodity price will not be determined until the end of the lookback observation period.

§ The securities are subject to the credit risk of Morgan Stanley, and any actual or anticipated changes to its credit ratings or credit spreads may adversely affect the market value of the securities.

§ The market price of the securities may be influenced by many unpredictable factors.

§ Single commodity prices tend to be more volatile than, and may not correlate with, the prices of commodities generally.

§ The price of Brent blend crude oil may change unpredictably and affect the value of the securities in unforeseen ways.

§ An investment linked to commodity futures contracts is not equivalent to an investment linked to the spot prices of physical commodities.

§ Suspension or disruptions of market trading in commodity and related futures markets may adversely affect the value of the securities.

§ The amount payable on the securities is not linked to the price of the underlying commodity at any time other than the valuation date.

§ The securities will not be listed on any securities exchange and secondary trading may be limited.

§ Hedging and trading activity by our subsidiaries could potentially adversely affect the value of the securities.

§ The inclusion of commissions and projected profit from hedging in the original issue price is likely to adversely affect secondary market prices.

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Lookback Entry Jump Securities Based on the Performance of Brent Blend Crude Oil due October , 2015

§ The calculation agent, which is a subsidiary of the issuer, will make determinations with respect to the securities.

§ Investing in the securities is not equivalent to investing directly in Brent blend crude oil or in futures contracts or forward contracts on Brent blend crude oil.

§ The U.S. federal income tax consequences of an investment in the securities are uncertain.

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Lookback Entry Jump Securities Based on the Performance of Brent Blend Crude Oil due October , 2015

Fact Sheet

The securities offered are senior unsecured obligations of Morgan Stanley, will pay no interest, do not guarantee the return of any principal at maturity and have the terms described in the accompanying preliminary pricing supplement, prospectus supplement and prospectus. At maturity, an investor will receive for each stated principal amount of securities that the investor holds an amount in cash that may be greater than, equal to or less than the stated principal amount depending on the performance of Brent blend crude oil as of the valuation date. The securities are issued as part of Morgan Stanley’s Series F Global Medium-Term Notes program. All payments on the securities are subject to the credit risk of Morgan Stanley.

Expected Key Dates — Pricing date:	Original issue date (settlement date):	Maturity date:
October , 2012	November , 2012 (3 business days after the pricing date)	October , 2015 (subject to postponement as described below)
Key Terms
Issuer:	Morgan Stanley
Aggregate principal amount:	$
Issue price:	$1,000 per security
Stated principal amount:	$1,000 per security
Denominations:	$1,000 and integral multiples thereof
Interest:	None
Underlying commodity:	Brent blend crude oil
Payment at maturity:	· If the final commodity price is greater than the initial commodity price: $1,000 + the greater of (i) $1,000 × the commodity percent change and (ii) the upside payment In no event will the payment at maturity be greater than $2,000 per security. · If the final commodity price is equal to or less than the initial commodity price: $1,000 × commodity performance factor This amount will be equal to or less than the stated principal amount of $1,000 and could be zero. Accordingly, you could lose your entire initial investment in the securities.
Upside payment:	$200 to $220 per security (20% to 22% of the stated principal amount), to be determined on the pricing date.
Commodity percent change:	(final commodity price – initial commodity price) / initial commodity price
Commodity performance factor:	final commodity price / initial commodity price
Maximum payment at maturity:	$2,000 per security (200% of the stated principal amount)
Initial commodity price:	The lowest commodity price during the lookback observation period. In no event will the initial commodity price be greater than the commodity price on the pricing date.
Final commodity price:	The commodity price on the valuation date, subject to adjustment for non-trading days and certain market disruption events.
Lookback observation period:	Each trading day on which there is no market disruption event during the period from and including the pricing date to and including December , 2012. If any calendar day during the lookback observation period, including December , 2012, is not a trading day or a market disruption event occurs on such day, then such day will not be used for determining the initial commodity price and there will be no extension of the lookback observation period.
Commodity price:	For any trading day, the official settlement price per barrel of Brent blend crude oil on ICE Futures Europe (“ICE”) of the first nearby month futures contract, as stated in U.S. dollars, as made public by ICE on such day.
Relevant Exchange:	ICE Futures Europe
Valuation date:	October , 2015, subject to adjustment for non-trading days and certain market disruption events.
Postponement of maturity date:	If, due to a market disruption event or otherwise, the valuation date is postponed so that it falls less than two business days prior to the scheduled maturity date, the maturity date will be the second business day following the valuation date as postponed.
Risk factors:	Please see “Risk Factors” beginning on page 12.

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Lookback Entry Jump Securities Based on the Performance of Brent Blend Crude Oil due October , 2015

General Information
Listing:	The securities will not be listed on any securities exchange.
CUSIP:	617482P81
ISIN:	US617482P810
Minimum ticketing size:	$1,000 / 1 security
Tax considerations:	You should note that the discussion under “United States Federal Taxation” in the accompanying prospectus supplement does not apply to the securities offered under this document and is superseded by the following discussion. Although there is uncertainty regarding the U.S. federal income tax consequences of an investment in the securities due to the lack of governing authority, in the opinion of our counsel, Davis Polk & Wardwell LLP, under current law, and based on current market conditions, a security should be treated as a single financial contract that is an “open transaction” for U.S. federal income tax purposes.
	Assuming this treatment of the securities is respected, the following U.S. federal income tax consequences should result based on current law:

§	a U.S. Holder should not be required to recognize taxable income over the term of the securities prior to settlement, other than pursuant to a sale or exchange; and
§	upon sale, exchange or settlement of the securities, a U.S. Holder should recognize gain or loss equal to the difference between the amount realized and the U.S. Holder’s tax basis in the securities. Such gain or loss should be long-term capital gain or loss if the investor has held the securities for more than one year, and short-term capital gain or loss otherwise.

	In 2007, the U.S. Treasury Department and the Internal Revenue Service (the “IRS”) released a notice requesting comments on the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments, such as the securities. The notice focuses in particular on whether to require holders of these instruments to accrue income over the term of their investment. It also asks for comments on a number of related topics, including the character of income or loss with respect to these instruments; whether short-term instruments should be subject to any such accrual regime; the relevance of factors such as the exchange-traded status of the instruments and the nature of the underlying property to which the instruments are linked; the degree, if any, to which income (including any mandated accruals) realized by non-U.S. investors should be subject to withholding tax; and whether these instruments are or should be subject to the “constructive ownership” rule, which very generally can operate to recharacterize certain long-term capital gain as ordinary income and impose an interest charge. While the notice requests comments on appropriate transition rules and effective dates, any Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in the securities, possibly with retroactive effect. Both U.S. and non-U.S. investors considering an investment in the securities should read the discussion under “Risk Factors” in this document and the discussion under “United States Federal Taxation” in the accompanying preliminary pricing supplement and consult their tax advisers regarding all aspects of the U.S. federal income tax consequences of an investment in the securities, including possible alternative treatments, the issues presented by the aforementioned notice and any tax consequences arising under the laws of any state, local or foreign taxing jurisdiction. The discussion in the preceding paragraphs under “Tax considerations” and the discussion contained in the section entitled “United States Federal Taxation” in the accompanying preliminary pricing supplement, insofar as they purport to describe provisions of U.S. federal income tax laws or legal conclusions with respect thereto, constitute the full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal tax consequences of an investment in the securities.
Trustee:	The Bank of New York Mellon
Calculation agent:	Morgan Stanley Capital Group Inc. and its successors (“MSCG”)
Use of proceeds and hedging:	The net proceeds we receive from the sale of the securities will be used for general corporate purposes and, in part, in connection with hedging our obligations under the securities through one or more of our subsidiaries . Prior to or during the lookback observation period, we, through our subsidiaries or others, will hedge our anticipated exposure in connection with the securities by taking positions in futures contracts on the underlying commodity or positions in any other available instruments that we may wish to use in connection with such hedging. Such purchase activity could potentially increase the initial commodity

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Lookback Entry Jump Securities Based on the Performance of Brent Blend Crude Oil due October , 2015

price, and, as a result, could increase the level at which the commodity price must be on the valuation date so that you do not suffer a loss on your initial investment in the securities. In addition, through our subsidiaries, we are likely to modify our hedge position throughout the life of the securities by purchasing and selling futures contracts on the underlying commodity or positions in any other available instruments that we may wish to use in connection with such hedging activities, including by selling any such instruments during the term of the securities, including on the valuation date. We cannot give any assurance that our hedging activities will not affect the commodity price and, therefore, adversely affect the value of the securities or the payment you will receive at maturity. For further information on our use of proceeds and hedging, see “Use of Proceeds and Hedging” in the accompanying preliminary pricing supplement.

Benefit plan investor considerations:

Each fiduciary of a pension, profit-sharing or other employee benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”), should consider the fiduciary standards of ERISA in the context of the Plan’s particular circumstances before authorizing an investment in the securities. Accordingly, among other factors, the fiduciary should consider whether the investment would satisfy the prudence and diversification requirements of ERISA and would be consistent with the documents and instruments governing the Plan. In addition, we and certain of our subsidiaries and affiliates, including MS & Co., may each be considered a “party in interest” within the meaning of ERISA, or a “disqualified person” within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”), with respect to many Plans, as well as many individual retirement accounts and Keogh plans (also “Plans”). ERISA Section 406 and Code Section 4975 generally prohibit transactions between Plans and parties in interest or disqualified persons. Prohibited transactions within the meaning of ERISA or the Code would likely arise, for example, if the securities are acquired by or with the assets of a Plan with respect to which MS & Co. or any of its affiliates is a service provider or other party in interest, unless the securities are acquired pursuant to an exemption from the “prohibited transaction” rules. A violation of these “prohibited transaction” rules could result in an excise tax or other liabilities under ERISA and/or Section 4975 of the Code for those persons, unless exemptive relief is available under an applicable statutory or administrative exemption. The U.S. Department of Labor has issued five prohibited transaction class exemptions (“PTCEs”) that may provide exemptive relief for direct or indirect prohibited transactions resulting from the purchase or holding of the securities. Those class exemptions are PTCE 96-23 (for certain transactions determined by in-house asset managers), PTCE 95-60 (for certain transactions involving insurance company general accounts), PTCE 91-38 (for certain transactions involving bank collective investment funds), PTCE 90-1 (for certain transactions involving insurance company separate accounts) and PTCE 84-14 (for certain transactions determined by independent qualified professional asset managers). In addition, ERISA Section 408(b)(17) and Section 4975(d)(20) of the Code may provide an exemption for the purchase and sale of securities and the related lending transactions, provided that neither the issuer of the securities nor any of its affiliates has or exercises any discretionary authority or control or renders any investment advice with respect to the assets of the Plan involved in the transaction and provided further that the Plan pays no more, and receives no less, than “adequate consideration” in connection with the transaction (the so-called “service provider” exemption). There can be no assurance that any of these class or statutory exemptions will be available with respect to transactions involving the securities. Because we may be considered a party in interest with respect to many Plans, the securities may not be purchased, held or disposed of by any Plan, any entity whose underlying assets include “plan assets” by reason of any Plan’s investment in the entity (a “Plan Asset Entity”) or any person investing “plan assets” of any Plan, unless such purchase, holding or disposition is eligible for exemptive relief, including relief available under PTCEs 96-23, 95-60, 91-38, 90-1, 84-14 or the service provider exemption or such purchase, holding or disposition is otherwise not prohibited. Any purchaser, including any fiduciary purchasing on behalf of a Plan, transferee or holder of the securities will be deemed to have represented, in its corporate and its fiduciary capacity, by its purchase and holding of the securities that either (a) it is not a Plan or a Plan Asset Entity and is not purchasing such securities on behalf of or with “plan assets” of any Plan or with any assets of a governmental, non-U.S. or church plan that is subject to any federal, state, local or non-U.S. law that is substantially similar to the provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (b) its purchase, holding and disposition are eligible for exemptive relief or such purchase, holding or disposition are not prohibited by ERISA or Section 4975 of the Code or any Similar Law. Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited transactions, it is particularly important that fiduciaries or other persons considering purchasing the securities on behalf of or with “plan assets” of any Plan consult with their counsel regarding the availability of exemptive relief. The securities are contractual financial instruments. The financial exposure provided by the securities is

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Lookback Entry Jump Securities Based on the Performance of Brent Blend Crude Oil due October , 2015

	not a substitute or proxy for, and is not intended as a substitute or proxy for, individualized investment management or advice for the benefit of any purchaser or holder of the securities. The securities have not been designed and will not be administered in a manner intended to reflect the individualized needs and objectives of any purchaser or holder of the securities. Each purchaser or holder of any securities acknowledges and agrees that: (i) the purchaser or holder or its fiduciary has made and shall make all investment decisions for the purchaser or holder and the purchaser or holder has not relied and shall not rely in any way upon us or our affiliates to act as a fiduciary or adviser of the purchaser or holder with respect to (A) the design and terms of the securities, (B) the purchaser or holder’s investment in the securities, or (C) the exercise of or failure to exercise any rights we have under or with respect to the securities; (ii) we and our affiliates have acted and will act solely for our own account in connection with (A) all transactions relating to the securities and (B) all hedging transactions in connection with our obligations under the securities; (iii) any and all assets and positions relating to hedging transactions by us or our affiliates are assets and positions of those entities and are not assets and positions held for the benefit of the purchaser or holder; (iv) our interests are adverse to the interests of the purchaser or holder; and (v) neither we nor any of our affiliates is a fiduciary or adviser of the purchaser or holder in connection with any such assets, positions or transactions, and any information that we or any of our affiliates may provide is not intended to be impartial investment advice. Each purchaser and holder of the securities has exclusive responsibility for ensuring that its purchase, holding and disposition of the securities do not violate the prohibited transaction rules of ERISA or the Code or any Similar Law. The sale of any securities to any Plan or plan subject to Similar Law is in no respect a representation by us or any of our affiliates or representatives that such an investment meets all relevant legal requirements with respect to investments by Plans generally or any particular Plan, or that such an investment is appropriate for Plans generally or any particular Plan. However, individual retirement accounts, individual retirement annuities and Keogh plans, as well as employee benefit plans that permit participants to direct the investment of their accounts, will not be permitted to purchase or hold the securities if the account, plan or annuity is for the benefit of an employee of Citigroup Global Markets Inc., Morgan Stanley or Morgan Stanley Smith Barney LLC (“MSSB”) or a family member and the employee receives any compensation (such as, for example, an addition to bonus) based on the purchase of securities by the account, plan or annuity.
Additional considerations:	Client accounts over which Citigroup Inc., Morgan Stanley, MSSB or any of their respective subsidiaries have investment discretion are not permitted to purchase the securities, either directly or indirectly.
Supp lemental information concerning plan of distribution; conflicts of interest:	The Agent may distribute the securities through MSSB, as selected dealer, or other dealers, which may include Morgan Stanley & Co. International plc (“MSIP”) and Bank Morgan Stanley AG. MSSB, MSIP and Bank Morgan Stanley AG are affiliates of Morgan Stanley. Selected dealers, which may include our affiliates, and their financial advisors will collectively receive from the agent a fixed sales commission of $30 for each security they sell. MS & Co. is our wholly-owned subsidiary. MS & Co. will 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. MS & Co. or any of our other affiliates may not make sales in this offering to any discretionary account. See “Supplemental Information Concerning Plan of Distribution; Conflicts of Interest” and “Use of Proceeds and Hedging” in the accompanying preliminary pricing supplement.
Contact:	Morgan Stanley Smith Barney clients may contact their local Morgan Stanley Smith Barney branch office or our principal executive offices at 1585 Broadway, New York, New York 10036 (telephone number (866) 477-4776). All other clients may contact their local brokerage representative. Third-party distributors may contact Morgan Stanley Structured Investment Sales at (800) 233-1087.

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Lookback Entry Jump Securities Based on the Performance of Brent Blend Crude Oil due October , 2015

Syndicate Information — Issue price	Selling concession	Principal amount of securities for any single investor
$1,000.00	$30.00	<$1MM
$995.00	$25.00	≥$1MM and <$3MM
$992.50	$22.50	≥$3MM and <$5MM
$990.00	$20.00	≥$5MM

The agent may reclaim selling concessions allowed to dealers in connection with the offering, if, within 30 days of the offering, the agent repurchases the securities distributed by such dealers.

This is a summary of the terms and conditions of the securities. We encourage you to read the accompanying preliminary pricing supplement, prospectus supplement and prospectus for this offering, which can be accessed via the hyperlinks on the front page of this document.

EFPlaceholder

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Lookback Entry Jump Securities Based on the Performance of Brent Blend Crude Oil due October , 2015

How the Lookback Entry Jump Securities Work

Payoff Diagram

The payoff diagram below illustrates the payout on the securities at maturity for a range of hypothetical percentage changes in the underlying commodity. The diagram is based on the following terms:

Stated principal amount:	$1,000 per security
Hypothetical upside payment:	$210 per security (21% of the stated principal amount)
Maximum payment at maturity:	$2,000 per security (200% of the stated principal amount)
Minimum payment at maturity:	None

Lookback Entry Jump Securities Payoff Diagram

How it works

¡ Upside Scenario: If the final commodity price is greater than the initial commodity price, the investor would receive $1,000 plus the greater of (i) $1,000 times the commodity percent change and (ii) the upside payment of $200 to $220 (to be determined on the pricing date), subject to the maximum payment at maturity. Under the hypothetical terms of the securities, an investor would receive a payment at maturity of $1,210 per security if the final commodity price has increased by no more than 21% from the initial commodity price, and would receive $1,000 plus an amount that represents a 1 to 1 participation in the appreciation of the underlying commodity if the final commodity price has increased from the initial commodity price by more than 21% , subject to the maximum payment at maturity. If the final commodity price has increased from the initial commodity price by more than 100%, an investor would receive the maximum payment at maturity of $2,000 per security.

¡ Downside Scenario: If the final commodity price is equal to or less than the initial commodity price, the payment at maturity would be equal to or less than the stated principal amount of $1,000 by an amount that is proportionate to the percentage decrease of the underlying commodity. This amount will be equal to or less than the stated principal amount of $1,000 and could be zero.

o For example, if the final commodity price declines by 40% from the initial commodity price, the payment at maturity would be $600 per security (60% of the stated principal amount).

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Lookback Entry Jump Securities Based on the Performance of Brent Blend Crude Oil due October , 2015

Payment at Maturity

At maturity, investors will receive for each $1,000 stated principal amount of securities that they hold an amount in cash based on the performance of Brent blend crude oil as of the valuation date relative to the lowest commodity price of the underlying commodity during the lookback observation period, determined as follows:

The initial commodity price will equal the lowest commodity price during the lookback observation period. In no event will the initial commodity price be greater than the commodity price on the pricing date.

If the final commodity price is greater than the initial commodity price:

$1,000 + the greater of (i) $1,000 × the commodity percent change and (ii) the upside payment

commodity percent change
initial commodity price

upside payment = $200 to $220 per security, to be determined on the pricing date

In no event will the payment at maturity be greater than $2,000 per security.

If the final commodity price is less than or equal to the initial commodity price,:

$1,000 × the commodity performance factor

commodity performance factor
initial commodity price

Because the commodity performance factor will be equal to or less than 100% in this scenario, the payment at maturity will be equal to or less than $1,000 per security and could be zero. Accordingly, you could lose your entire initial investment in the securities.

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Lookback Entry Jump Securities Based on the Performance of Brent Blend Crude Oil due October , 2015

Risk Factors

The following is a non-exhaustive list of certain key risk factors for investors in the securities. For further discussion of these and other risks, you should read the section entitled “Risk Factors” in the accompanying preliminary pricing supplement, prospectus supplement and prospectus. We urge you to consult with your investment, legal, tax, accounting and other advisers before you invest in the securities.

§ The securities do not pay interest or guarantee return of any principal at maturity. The terms of the securities differ from those of ordinary debt securities in that the securities do not pay interest or guarantee payment of the principal amount at maturity. At maturity, you will receive for each $1,000 stated principal amount of securities that you hold an amount in cash based upon the final commodity price. If the final commodity price is equal to or less than the initial commodity price, you will receive an amount in cash that is equal to or less than the $1,000 stated principal amount of each security by an amount proportionate to the decline in the price of the underlying commodity, and you will lose money on your investment. There is no minimum payment at maturity on the securities, and accordingly, you could lose your entire initial investment in the securities. See “How the Lookback Entry Jump Securities Work” above.

§ The appreciation potential of the securities is limited. The appreciation potential of the securities is limited by the maximum payment at maturity of $2,000 per security (200% of the stated principal amount). Because the payment at maturity will be limited to 200% of the stated principal amount for the securities, any increase in the final commodity price over the initial commodity price by more than 100% will not further increase the return on the securities.

§ The initial commodity price will not be determined until the end of the lookback observation period. Because the initial commodity price will be the lowest commodity price during the lookback observation period, the initial commodity price will not be determined until the end of the lookback observation period. The lookback observation period is the period from and including the pricing date to and including December , 2012. Accordingly, you will not know the initial commodity price for a significant period of time after the pricing date. There can be no assurance that the commodity price will decline during the lookback observation period below the commodity price on the pricing date. Furthermore, even if the commodity price declines during the lookback observation period below its level on the pricing date, there can be no assurance that the final commodity price will be greater than or equal to the initial commodity price so that you do not suffer a loss on your initial investment in the securities.

§ The securities are subject to the credit risk of Morgan Stanley, and any actual or anticipated changes to its credit ratings or credit spreads may adversely affect the market value of the securities. You are dependent on Morgan Stanley’s ability to pay all amounts due on the securities at maturity and therefore you are subject to the credit risk of Morgan Stanley. If Morgan Stanley defaults on its obligations under the securities, your investment would be at risk and you could lose some or all of your investment. As a result, the market value of the securities prior to maturity will be affected by changes in the market’s view of Morgan Stanley’s creditworthiness. Any actual or anticipated decline in Morgan Stanley’s credit ratings or increase in the credit spreads charged by the market for taking Morgan Stanley credit risk is likely to adversely affect the market value of the securities.

§ The market price of the securities may be influenced by many unpredictable factors. Several factors, some of which are beyond our control, will influence the value of the securities in the secondary market and the price at which MS & Co. may be willing to purchase or sell the securities in the secondary market, including:

· the market price of the underlying commodity and futures contracts on the underlying commodity and the volatility (frequency and magnitude of changes in price) of such prices;

· trends of supply and demand for the underlying commodity at any time, as well as the effects of speculation or any government actions that could affect the markets for the underlying commodity;

· interest and yield rates in the market;

· geopolitical conditions and economic, financial, political, regulatory or judicial events that affect the underlying commodity or commodities markets generally and which may affect the price of the underlying commodity;

· the time remaining until the maturity of the securities; and

· any actual or anticipated changes in our credit ratings or credit spreads.

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Some or all of these factors will influence the price you will receive if you sell your securities prior to maturity. For example, you may have to sell your securities at a substantial loss if the price of the underlying commodity at the time of sale is at or below its initial price or it is believed to be likely to do so in light of the then-current price of the underlying commodity.

You cannot predict the future prices of the underlying commodity based on its historical prices. If the final commodity price declines from the initial commodity price, you will be exposed on a 1 to 1 basis to any negative performance of the underlying commodity and, as a result, you may lose some or all of your investment at maturity. There can be no assurance that the final commodity price will be greater than or equal to the initial commodity price so that you do not suffer a loss on your initial investment in the securities.

¡ Single commodity prices tend to be more volatile than, and may not correlate with, the prices of commodities generally. The payment at maturity is linked exclusively to the price of Brent blend crude oil and not to a diverse basket of commodities or a broad-based commodity index. The price of Brent blend crude oil may not correlate to, and may diverge significantly from, the prices of commodities generally. Because the securities are linked to the price of a single commodity, they carry greater risk and may be more volatile than a security linked to the prices of multiple commodities or a broad-based commodity index. The price of Brent blend crude oil may be, and has recently been, highly volatile, and we can give you no assurance that the volatility will lessen. See “Historical Information” on page 15.

¡ The price of Brent blend crude oil may change unpredictably and affect the value of the securities in unforeseen ways . The price of Brent blend crude oil futures is primarily affected by the global demand for and supply of crude oil, but is also influenced significantly from time to time by speculative actions and by currency exchange rates. Brent crude oil (“Brent”) is light sweet crude oil from the North Sea. Most refinement takes place in Northwest Europe. Brent prices are generally more volatile and subject to dislocation than prices of other commodities. Demand for refined petroleum products by consumers, as well as the agricultural, manufacturing and transportation industries, affects the price of crude oil. Crude oil’s end-use as a refined product is often as transport fuel, industrial fuel and in-home heating fuel. Potential for substitution in most areas exists, although considerations including relative cost often limit substitution levels. Because the precursors of demand for petroleum products are linked to economic activity, demand will tend to reflect economic conditions. Demand is also influenced by government regulations, such as environmental or consumption policies. In addition to general economic activity and demand, prices for crude oil are affected by political events, labor activity and, in particular, direct government intervention (such as embargos) or supply disruptions in major oil producing regions of the world. Such events tend to affect oil prices worldwide, regardless of the location of the event. Supply for crude oil may increase or decrease depending on many factors. These include production decisions by the Organization of the Petroleum Exporting Countries (“OPEC”) and other crude oil producers. OPEC has the potential to influence oil prices worldwide because its members possess a significant portion of the world’s oil supply. In the event of sudden disruptions in the supplies of oil, such as those caused by war, natural events, accidents or acts of terrorism, prices of oil futures contracts could become extremely volatile and unpredictable. Also, sudden and dramatic changes in the futures market may occur, for example, upon the commencement or cessation of hostilities that may exist in countries producing oil, the introduction of new or previously withheld supplies into the market or the introduction of substitute products or commodities. Crude oil prices may also be affected by short-term changes in supply and demand because of trading activities in the oil market and seasonality (e.g., weather conditions such as hurricanes). See “Historical Information” on page 15.

§ An investment linked to commodity futures contracts is not equivalent to an investment linked to the spot prices of physical commodities. The securities have returns based on the change in price of futures contracts on the underlying commodity, not the change in the spot price of actual physical commodity to which such futures contracts relate. The price of a futures contract reflects the expected value of the commodity upon delivery in the future, whereas the price of a physical commodity reflects the value of such commodity upon immediate delivery, which is referred to as the spot price. Several factors can result in differences between the price of a commodity futures contract and the spot price of a commodity, including the cost of storing such commodity for the length of the futures contract, interest costs related to financing the purchase of such commodity and expectations of supply and demand for such commodity. While the changes in the price of a futures contract are usually correlated with the changes in the spot price, such correlation is not exact. In some cases, the performance of a commodity futures contract can deviate significantly from the spot price performance of the related underlying commodity, especially over longer periods of time. Accordingly, investments linked to the return of commodities futures contracts may underperform similar investments that reflect the spot price return on physical commodities.

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§ Suspension or disruptions of market trading in commodity and related futures markets may adversely affect the value of the securities. The commodity markets are subject to temporary distortions or other disruptions due to various factors, including the lack of liquidity in the markets, the participation of speculators and government regulation and intervention. In addition, U.S. futures exchanges and some foreign exchanges have regulations that limit the amount of fluctuation in futures contract prices which may occur during a single business day. These limits are generally referred to as “daily price fluctuation limits” and the maximum or minimum price of a contract on any given day as a result of these limits is referred to as a “limit price.” Once the limit price has been reached in a particular contract, no trades may be made at a different price. Limit prices have the effect of precluding trading in a particular contract or forcing the liquidation of contracts at disadvantageous times or prices. These circumstances could adversely affect the value of the underlying asset and, therefore, the value of the securities.

§ The amount payable on the securities is not linked to the price of the underlying commodity at any time other than the valuation date. The final commodity price will be based on the commodity price on the valuation date, subject to adjustment for non-trading days and certain market disruption events. Even if the underlying commodity appreciates prior to the valuation date but then drops on the valuation date to be equal to or below the initial commodity price, the payment at maturity will be less, and may be significantly less, than it would have been had the payment at maturity been linked to the commodity price prior to such drop. Although the actual commodity price on the stated maturity date or at other times during the term of the securities may be higher than the final commodity price, the payment at maturity will be based solely on the commodity price on the valuation date.

§ The securities will not be listed on any securities exchange and secondary trading may be limited. The securities will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the securities. MS & Co. may, but is not obligated to, make a market in the securities. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the securities easily. Because we do not expect that other broker-dealers will participate significantly in the secondary market for the securities, the price at which you may be able to trade your securities is likely to depend on the price, if any, at which MS & Co. is willing to transact. If, at any time, MS & Co. were not to make a market in the securities, it is likely that there would be no secondary market for the securities. Accordingly, you should be willing to hold your securities to maturity.

§ Hedging and trading activity by our subsidiaries could potentially adversely affect the value of the securities. One or more of our subsidiaries expect to carry out hedging activities related to the securities (and to other instruments linked to the underlying commodity), including trading in futures contracts on the underlying commodity, and possibly in other instruments related to the underlying commodity. Some of our subsidiaries also trade the underlying commodity and other financial instruments related to the underlying commodity on a regular basis as part of their general broker-dealer, commodity trading, proprietary trading and other businesses. Any of these hedging or trading activities prior to or during the lookback observation period could potentially increase the initial commodity price and, as a result, could increase the level at which the commodity price must be on the valuation date so that you do not suffer a loss on your initial investment in the securities. Additionally, such hedging or trading activities during the term of the securities could adversely affect the commodity price, including the commodity price on the valuation date, and, accordingly, the amount of cash you will receive upon a sale of the securities or at maturity.

§ The inclusion of commissions and projected profit from hedging in the original issue price is likely to adversely affect secondary market prices. Assuming no change in market conditions or any other relevant factors, the price, if any, at which MS & Co. is willing to purchase the securities at any time in secondary market transactions will likely be significantly lower than the original issue price, since secondary market prices are likely to exclude commissions paid with respect to the securities and the cost of hedging our obligations under the securities that are included in the original issue price. The cost of hedging includes the projected profit that our subsidiaries may realize in consideration for assuming the risks inherent in managing the hedging transactions. These secondary market prices are also likely to be reduced by the costs of unwinding the related hedging transactions. Our subsidiaries may realize a profit from the expected hedging activity even if investors do not receive a favorable investment return under the terms of the securities or in any secondary market transaction. In addition, any secondary market prices may differ from values determined by pricing models used by MS & Co., as a result of dealer discounts, mark-ups or other transaction costs.

§ The calculation agent, which is a subsidiary of the issuer, will make determinations with respect to the securities. As calculation agent, MSCG will determine the initial commodity price at the end of the lookback observation period, the

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final commodity price, the commodity percent change or the commodity performance factor, as applicable, and whether a market disruption event has occurred, and will calculate the amount of cash, if any, you will receive at maturity. Determinations made by MSCG in its capacity as calculation agent, including with respect to the occurrence or non-occurrence of market disruption events or calculation of any commodity price in the event of a market disruption event, may adversely affect the payout to you at maturity. See the section of the accompanying preliminary pricing supplement called “Description of Securities —Market Disruption Event.”

§ Investing in the securities is not equivalent to investing directly in the underlying commodity or in futures contracts or forward contracts on the underlying commodity. Investing in the securities is not equivalent to investing directly in the underlying commodity or in futures contracts or in forward contracts on the underlying commodity. By purchasing the securities, you do not purchase any entitlement to the underlying commodity or futures contracts or forward contracts on the underlying commodity. Further, by purchasing the securities, you are taking credit risk to Morgan Stanley and not to any counter-party to futures contracts or forward contracts on the underlying commodity.

§ The U.S. federal income tax consequences of an investment in the securities are uncertain. Please read the discussion under “Additional Provisions ― Tax considerations” in this document and the discussion under “United States Federal Taxation” in the accompanying preliminary pricing supplement (together the “Tax Disclosure Sections”) concerning the U.S. federal income tax consequences of an investment in the securities. If the Internal Revenue Service (the “IRS”) were successful in asserting an alternative treatment, the timing and character of income on the securities might differ significantly from the tax treatment described in the Tax Disclosure Sections. For example, under one treatment, U.S. Holders could be required to accrue into income original issue discount on the securities every year at a “comparable yield” determined at the time of issuance and recognize all income and gain in respect of the securities as ordinary income. The issuer does not plan to request a ruling from the IRS regarding the tax treatment of the securities, and the IRS or a court may not agree with the tax treatment described in the Tax Disclosure Sections. In 2007, the U.S. Treasury Department and the IRS released a notice requesting comments on the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments, such as the securities. The notice focuses in particular on whether to require holders of these instruments to accrue income over the term of their investment. It also asks for comments on a number of related topics, including the character of income or loss with respect to these instruments; whether short-term instruments should be subject to any such accrual regime; the relevance of factors such as the exchange-traded status of the instruments and the nature of the underlying property to which the instruments are linked; the degree, if any, to which income (including any mandated accruals) realized by non-U.S. investors should be subject to withholding tax; and whether these instruments are or should be subject to the “constructive ownership” rule, which very generally can operate to recharacterize certain long-term capital gain as ordinary income and impose an interest charge. While the notice requests comments on appropriate transition rules and effective dates, any Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in the securities, possibly with retroactive effect. Both U.S. and Non-U.S. Holders should consult their tax advisers regarding the U.S. federal income tax consequences of an investment in the securities, including possible alternative treatments, the issues presented by this notice and any tax consequences arising under the laws of any state, local or foreign taxing jurisdiction.

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His EFPlaceholder torical Information

The following table sets forth the published high and low commodity prices, as well as end-of-quarter commodity prices, for the underlying commodity for each quarter in the period from January 1, 2007 through September 24, 2012. The commodity price on September 24, 2012 was $109.81. We obtained the information in the table from Bloomberg Financial Markets, without independent verification. The historical performance of the underlying commodity should not be taken as an indication of its future performance.

Brent Blend Crude Oil (in U.S. dollars per barrel)	High ($)	Low ($)	Period End ($)
2007
First Quarter	68.10	51.70	68.10
Second Quarter	72.18	64.44	71.41
Third Quarter	80.03	68.69	79.17
Fourth Quarter	95.76	76.58	93.85
2008
First Quarter	107.55	86.62	100.30
Second Quarter	140.31	100.17	139.83
Third Quarter	146.08	89.22	98.17
Fourth Quarter	95.33	36.61	45.59
2009
First Quarter	53.50	39.55	49.23
Second Quarter	71.79	48.44	69.30
Third Quarter	75.51	60.43	69.07
Fourth Quarter	79.69	67.20	77.93
2010
First Quarter	82.70	69.59	82.70
Second Quarter	88.94	69.55	75.01
Third Quarter	82.68	71.45	82.31
Fourth Quarter	94.75	81.10	94.75
2011
First Quarter	117.36	93.33	117.36
Second Quarter	126.65	105.12	112.48
Third Quarter	118.78	102.57	102.76
Fourth Quarter	115.00	99.79	107.38
2012
First Quarter	126.22	107.38	122.88
Second Quarter	125.43	89.23	97.80
Third Quarter (through September 24, 2012)	116.9 0	97.34	109.81

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