MORGAN STANLEY — Capital/Financing Update 2012

Dec 18, 2012

December 2012 Pricing Sheet dated December 14, 2012 relating to Preliminary Terms No. 485 dated December 11, 2012 Registration Statement No. 333-178081 Filed pursuant to Rule 433

STRUCTURED INVESTMENTS

Opportunities in International Equities

Lookback Entry PLUS Based on the iShares ® MSCI Pacific ex-Japan Index Fund due December 19, 2014

Performance Leveraged Upside Securities SM

PRICING TERMS – DECEMBER 14, 2012 — Issuer:	Morgan Stanley
Maturity date:	December 19, 2014
Underlying shares:	Shares of the iShares ® MSCI Pacific ex-Japan Index Fund
Aggregate principal amount:	$2,013,990
Payment at maturity:	If the final share price is greater than the initial share price:
	$10 + leveraged upside payment
	In no event will the payment at maturity exceed the maximum payment at maturity.
	If the final share price is less than or equal to the initial share price:
	$10 x share performance factor
	This amount will be less than or equal to the stated principal amount of $10.
Leveraged upside payment:	$10 x leverage factor x share percent increase
Share percent increase:	(final share price – initial share price) / initial share price
Share performance factor:	final share price / initial share price
Initial share price:	The lowest share closing price of one underlying share, as multiplied by the applicable adjustment factor, during the initial observation period. In no event will the initial share price be greater than $47.51, which is the share closing price on the pricing date, or less than the minimum lookback price.
Initial observation period:	Each trading day on which there is no market disruption event with respect to the underlying shares from and including the pricing date to and including January 14, 2013.
Minimum lookback price:	$40.3835, which is 85% of the share closing price of one underlying share on the pricing date.
Final share price:	The share closing price of one underlying share on the valuation date times the adjustment factor on such date
Adjustment factor:	1.0, subject to adjustment in the event of certain events affecting the underlying shares
Valuation date:	December 16, 2014, subject to postponement for non-trading days and certain market disruption events
Leverage factor:	150%
Maximum payment at maturity:	$13.00 per PLUS (130% of the stated principal amount)
Stated principal amount:	$10 per PLUS
Issue price:	$10 per PLUS
Pricing date:	December 14, 2012
Original issue date:	December 19, 2012 (3 business days after the pricing date)
CUSIP / ISIN:	61761M144 / US61761M1449
Listing:	The PLUS 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 regarding 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 PLUS	$10.00	$0.20	$9.80
Total	$2,013,990	$40,279.80	$1,973,710.20

(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 $0.20 for each PLUS they sell. For additional information, see “Supplemental information regarding plan of distribution; conflicts of interest” in the accompanying preliminary terms and “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement for PLUS.

The PLUS 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.

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

Preliminary Terms No. 485 dated December 11, 2012 — Product Supplement for PLUS dated August 17, 2012	Index Supplement dated November 21, 201	Prospectus dated November 21, 2011

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.