MORGAN STANLEY — Capital/Financing Update 2012

Dec 18, 2012

December 2012 Pricing Sheet dated December 14, 2012 relating to Preliminary Terms No. 482 dated December 6, 2012 Registration Statement No. 333-178081 Filed pursuant to Rule 433

STRUCTURED INVESTMENTS

Opportunities in U.S. Equities

Lookback Entry PLUS Based on the Value of the S&P 500 ® Index due December 19, 2014

Performance Leveraged Upside Securities SM

PRICING TERMS – DECEMBER 14, 2012 — Issuer:	Morgan Stanley
Maturity date:	December 19, 2014
Underlying index:	S&P 500 ® Index
Aggregate principal amount:	$4,608,500
Payment at maturity:	If final index value is greater than initial index value,
	$10 + leveraged upside payment
	In no event will the payment at maturity exceed the maximum payment at maturity.
	If final index value is less than or equal to initial index value,
	$10 × index performance factor
	This amount will be less than or equal to the stated principal amount of $10.
Leveraged upside payment:	$10 × leverage factor × index percent increase
Index percent increase:	(final index value – initial index value) / initial index value
Initial index value:	The lowest index closing value during the initial observation period. In no event will the initial index value be greater than 1,413.58, which is the index closing value on the pricing date , or less than the minimum lookback value.
Initial observation period:	Each index business day on which there is no market disruption event with respect to the underlying index from and including the pricing date to and including January 14, 2013.
Final index value:	The index closing value on the valuation date
Valuation date:	December 16, 2014, subject to adjustment for non-index business days and certain market disruption events
Leverage factor:	150%
Minimum lookback value:	1,201.543, which is 85% of the index closing value on the pricing date
Index performance factor:	final index value / initial index value
Maximum payment at maturity:	$12.50 per PLUS (125% 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:	61761M136 / US61761M1365
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	$0.20	$9.80
Total	$4,608,500	$92,170	$4,516,330

(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.

“Standard & Poor’s ® ,” “S&P ® ,” “S&P 500 ® ,” “Standard & Poor’s 500” and “500” are trademarks of Standard & Poor’s Financial Services LLC (“S&P”) and have been licensed for use by Morgan Stanley. The PLUS are not sponsored, endorsed, sold or promoted by S&P, and S&P makes no representation regarding the advisability of investing in the 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.

EFPlaceholder Preliminary Terms No. 482 dated December 6, 2012

Product Supplement for PLUS dated August 17, 2012 Index Supplement dated November 21, 2011

EFPlaceholder 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.