MORGAN STANLEY — Capital/Financing Update 2012

Nov 2, 2012

October 2012 Pricing Sheet dated October 31, 2012 relating to Preliminary Terms No. 366 dated October 1, 2012 Registration Statement No. 333-178081 Filed pursuant to Rule 433

STRUCTURED INVESTMENTS

Opportunities in U.S. Equities

Trigger Jump Securities Based on the Value of the PHLX Housing Sector SM Index due October 30, 2014

PRICING TERMS – OCTOBER 31, 2012 — Issuer:	Morgan Stanley
Issue price:	$10 per security (see “Commissions and issue price” below)
Stated principal amount:	$10 per security
Pricing date:	October 31, 2012
Original issue date:	November 5, 2012 (3 business days after the pricing date)
Maturity date:	October 30, 2014
Aggregate principal amount:	$15,554,960
Interest:	None
Underlying index:	PHLX Housing Sector SM Index
Payment at maturity:	· If the final index value is greater than the initial index value: $10 + the upside payment · If the final index value is less than or equal to the initial index value but greater than or equal to the downside threshold, meaning the value of the underlying index has remained unchanged or has declined by no more than 20% from its initial value: $10 · If the final index value is less than the downside threshold, meaning the value of the underlying index has declined by more than 20% from its initial value: $10 × index performance factor This amount will be less than the stated principal amount of $10, and will represent a loss of at least 20%, and possibly all, of your investment.
Upside payment:	$2.45 per security ( 24.5% of the stated principal amount)
Downside threshold:	131.128, which is 80% of the initial index value
Index performance factor:	final index value / initial index value
Initial index value:	163.91, which is the closing value of the underlying index on the pricing date
Final index value:	The closing value of the underlying index on the valuation date
Valuation date:	October 27, 2014, subject to postponement for non-index business days and certain market disruption events
CUSIP:	61755S743
ISIN:	US61755S7430
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 regarding plan of distribution; conflicts of interest” in the accompanying preliminary terms.
Commissions and issue price:	Price to public (1)	Agent’s commissions (1)(2)	Proceeds to issuer
Per security	$10	$0.225	$9.775
Total	$15,554,960	$349,986.60	$15,204,973.40

(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 $9.925 per security. Please see “Syndicate Information” on page 13 of the accompanying preliminary terms 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, a fixed sales commission of $0.225 for each security 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 Jump Securities.

“PHLX Housing Sector SM ” and “HGX SM ” are service marks of the NASDAQ OMX Group, Inc. (“NASDAQ OMX”) and have been licensed for use by Morgan Stanley. The securities are not sponsored, endorsed, sold or promoted by NASDAQ OMX, and NASDAQ OMX makes no representation regarding the advisability of investing in the securities.

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.

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. 366 dated October 1, 2012

Product Supplement for Jump Securities dated August 17, 2012

Index Supplement dated November 21, 2011 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.