MORGAN STANLEY — Capital/Financing Update 2012

Dec 18, 2012

CALCULATION OF REGISTRATION FEE

	Maximum Aggregate	Amount of Registration
Title of Each Class of Securities Offered	Offering Price	Fee
Performance Leveraged Upside Securities	$2,013,990	$274.71
due 2014

December 2012 Pricing Supplement No. 485 Registration Statement No. 333-178081 Dated December 14, 2012 Filed pursuant to Rule 424(b)(2)

S T R U C T U R E D I N V E S T M E N T S

Opportunities in International Equities

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

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The Lookback Entry PLUS, which we refer to as the PLUS, are senior unsecured obligations of Morgan Stanley, will pay no interest, do not guarantee any return of principal at maturity and have the terms described in the accompanying product supplement for PLUS, index supplement and prospectus, as supplemented or modified by this document. The payment at maturity on the PLUS is based on whether the final share price is greater than, equal to or less than the initial share price, which will be the lowest share closing price, as multiplied by the applicable adjustment factor, during the initial observation period (but will not be less than the minimum lookback price). If, at maturity, the underlying shares have increased in price from the initial share price determined during the initial observation period, investors will receive the stated principal amount of their investment plus leveraged upside performance of the underlying shares, subject to the maximum payment at maturity. However, if the underlying shares have decreased in price, investors will lose 1% for every 1% decline. The PLUS are for investors who seek an equity fund-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 limited lookback feature used in determining the initial share price and the leverage feature, which applies to a limited range of positive performance of the underlying shares. Investors may lose their entire initial investment in the PLUS . The PLUS are senior notes issued as part of Morgan Stanley’s Series F Global Medium-Term Notes program. All payments on the PLUS are subject to the credit risk of Morgan Stanley.

FINAL TERMS — 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 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.”
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. See “Supplemental information regarding plan of distribution; conflicts of interest.” For additional information, see “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement for PLUS.

The PLUS involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page 6.

The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this document or the accompanying product supplement, index supplement and prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

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 related product supplement, index supplement and prospectus, each of which can be accessed via the hyperlinks below. Please also see “Additional Information About the PLUS” at the end of this document.

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

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

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Investment Summary

Performance Leveraged Upside Securities

The Lookback Entry PLUS Based on the iShares ® MSCI Pacific ex-Japan Index Fund due December 19, 2014 (the “PLUS”) can be used:

§ As an alternative to direct exposure to the underlying shares that enhances returns for a certain range of positive performance of the underlying shares relative to the initial share price. The initial share price will be the lowest share closing price, as multiplied by the applicable adjustment factor, during the initial observation period, but will not be less than the minimum lookback price of 85% of the share closing price on the pricing date.

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

§ To achieve similar levels of upside exposure to the underlying shares as a direct investment, subject to the maximum payment at maturity, while using fewer dollars by taking advantage of the leverage factor.

The PLUS are exposed on a 1:1 basis to the negative performance of the underlying shares.

Maturity:	2 years
Leverage factor:	150%
Maximum payment at maturity:	$13 per PLUS (130% of the stated principal amount)
Minimum payment at maturity:	None. Investors may lose their entire initial investment in the PLUS.
Limited lookback feature:	The initial share price will be the lowest share closing price, as multiplied by the applicable adjustment factor, during the approximately 1-month initial observation period, but will not be less than the minimum lookback price of 85% of the share closing price on the pricing date.
Coupon:	None

December 2012 Page 2

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

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Key Investment Rationale

PLUS offer leveraged exposure to a wide variety of assets and asset classes, including equities, commodities and currencies. These investments allow investors to capture enhanced returns relative to the underlyer’s actual positive performance. In these PLUS, investors are exposed to the performance of the iShares ® MSCI Pacific ex-Japan Index Fund. In exchange for enhanced performance of 150% of the appreciation of the underlying shares, investors forgo performance above the maximum payment at maturity of $13 per PLUS. The payment at maturity on the PLUS is based on whether the final share price is greater than, equal to or less than the initial share price, which will be the lowest share price during the initial observation period, but will not be less than the minimum lookback price. If, at maturity, the underlying shares have increased in price, investors will receive the stated principal amount of their investment plus upside performance of the underlying shares, subject to the maximum payment at maturity of $13 per PLUS. However, if the underlying shares have decreased in price, investors will lose 1% for every 1% decline. Investors may lose their entire initial investment in the PLUS.

Leveraged Performance	The PLUS offer investors an opportunity to capture enhanced returns relative to a direct investment in the underlying shares within a certain range of positive performance.
Initial Observation Period	The payment at maturity on the PLUS is based on whether the final share price is greater than, equal to or less than the initial share price, which will be the lowest share closing price, as multiplied by the applicable adjustment factor, during the initial observation period. If the share closing price (as multiplied by the applicable adjustment factor) declines from the share closing price on the pricing date during the initial observation period, which consists of 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, the payment at maturity will be determined by reference to the lowest share closing price (as multiplied by the applicable adjustment factor) during this period. However, the initial share price will not be less than the minimum lookback price of 85% of the share closing price on the pricing date, regardless of any greater decline in the underlying shares during the initial observation period.
Upside Scenario	The underlying shares increase in price from the initial share price determined during the initial observation period and, at maturity, the PLUS pay the maximum payment at maturity of $13 per PLUS (130% of the stated principal amount).
Downside Scenario	The underlying shares decline in price from the initial share price determined during the initial observation period and, at maturity, the PLUS pay less than the stated principal amount by an amount proportionate to the decline in the price of the underlying shares.

December 2012 Page 3

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

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How the PLUS Work

Payoff Diagram

The payoff diagram below illustrates the payment at maturity on the PLUS based on the following terms:

Stated principal amount:	$10 per PLUS
Leverage factor:	150%
Maximum payment at maturity:	$13 per PLUS (130% of the stated principal amount).

How it works

§ Upside Scenario. If the final share price is greater than the initial share price, investors would receive the $10 stated principal amount plus 150% of the appreciation of the underlying shares from the initial share price to the final share price, subject to the maximum payment at maturity. Under the terms of the PLUS, an investor would realize the maximum payment at maturity at a final share price of 120% of the initial share price.

§ If the underlying shares appreciate 4%, the investor would receive an 6% return, or $10.60 per PLUS.

§ If the underlying shares appreciate 25%, the investor would receive only the hypothetical maximum payment at maturity of $13 per PLUS, or 130% of the stated principal amount.

§ Downside Scenario. If the final share price is less than or equal to the initial share price, investors would receive an amount less than or equal to the $10 stated principal amount, based on a 1% loss of principal for each 1% decline in the final share price from the initial share price.

§ If the underlying shares depreciate 40%, the investor would lose 40% of the investor’s principal and receive only $6 per PLUS at maturity, or 60% of the stated principal amount.

December 2012 Page 4

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

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How the initial share price is calculated

The following hypothetical examples are for illustrative purposes only, and demonstrate how the initial share price is calculated depending on the price of the underlying shares during the initial observation period.

§ Increase in price. The underlying shares increase in price during the initial observation period so that the share closing price of one underlying share on each day during the initial observation period, as multiplied by the adjustment factor on such date, is greater than the share closing price on the pricing date. In this scenario, the initial share price will be the share closing price on the pricing date, regardless of the increase in the share closing price during the initial observation period.

§ Decrease in price by 10%. The underlying shares decrease in price during the initial observation period and its lowest closing price during that period, as multiplied by the applicable adjustment factor, is 90% of the share closing price on the pricing date. In this scenario, the initial share price will be 90% of the share closing price on the pricing date.

§ Decrease in price by 20%. The underlying shares decrease in price during the initial observation period and its lowest closing price during that period, as multiplied by the applicable adjustment factor, is 80% of the share closing price on the pricing date. However, in this scenario, the initial share price will be 85% of the share closing price on the pricing date, regardless of the greater decline in the underlying shares during the initial observation period, which illustrates the impact of the minimum lookback price.

December 2012 Page 5

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

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Risk Factors

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

§ PLUS do not pay interest or guarantee return of any principal. The terms of the PLUS differ from those of ordinary debt securities in that the PLUS do not pay interest or guarantee the payment of any principal amount at maturity. If the final share price is less than the initial share price, the payout at maturity will be an amount in cash that is less than the $10 stated principal amount of each PLUS by an amount proportionate to the decline in the closing price of the underlying shares. Accordingly, you could lose your entire initial investment in the PLUS.

§ The appreciation potential of the PLUS is limited by the maximum payment at maturity. The appreciation potential of the PLUS is limited by the maximum payment at maturity of $13 per PLUS, or 130% of the stated principal amount. Although the leverage factor provides 150% exposure to any increase in the final share price above the initial share price, because the payment at maturity will be limited to 130% of the stated principal amount for the PLUS, any increase in the final share price over the initial share price by more than 20% will not further increase the return on the PLUS.

§ The initial share price will not be determined until the end of the initial observation period. Because the initial share price will be the lowest share closing price, as multiplied by the applicable adjustment factor, during the initial observation period, the initial share price will not be determined until the end of the initial observation period. However, the initial share price may not be less than the minimum lookback price of 85% of the share closing price on the pricing date. The initial observation period is 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. Accordingly, you will not know the initial share price for a significant period of time after the pricing date. There can be no assurance that the share closing price will decline during the initial observation period below the share closing price on the pricing date. Furthermore, even if the share closing price declines during the initial observation period below its level on the pricing date, there can be no assurance that the final share price will be greater than the initial share price so that you earn a positive return on the PLUS at maturity. In addition, due to the minimum lookback price, the initial share price will not be less than 85% of the share closing price on the pricing date, even if the underlying shares decline more significantly during the initial observation period.

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

o the trading price (in particular, during the initial observation period) and volatility (frequency and magnitude of changes in value) of the underlying shares,

o dividend rates on the underlying shares and on the stocks composing the MSCI Pacific ex-Japan Index,

o interest and yield rates in the market,

o time remaining until the PLUS mature,

o geopolitical conditions and economic, financial, political, regulatory or judicial events that affect the underlying shares, the real estate market or equities markets generally and which may affect the final share price of the underlying shares,

o the exchange rates relative to the U.S. dollar with respect to each of the currencies in which the stocks composing the MSCI Pacific ex-Japan Index trade,

o the occurrence of certain events affecting the underlying shares that may or may not require an adjustment to the adjustment factor, and

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

The price of the underlying shares may be, and has recently been, volatile, and we can give you no assurance that the volatility will lessen. See “iShares MSCI Pacific ex-Japan Index Fund Overview” below. You may receive less, and possibly significantly less, than the stated principal amount per PLUS if you try to sell your PLUS prior to maturity.

December 2012 Page 6

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

Performance Leveraged Upside Securities SM

§ The PLUS 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 PLUS. You are dependent on Morgan Stanley’s ability to pay all amounts due on the PLUS at maturity and therefore you are subject to the credit risk of Morgan Stanley. If Morgan Stanley defaults on its obligations under the PLUS, your investment would be at risk and you could lose some or all of your investment. As a result, the market value of the PLUS 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 PLUS.

§ The final share price is not linked to the price of the underlying shares at any time other than the valuation date. The final share price will be based on the share closing price of the underlying shares on the valuation date, subject to adjustment for non-trading days and certain market disruption events. Even if the price of the underlying shares increases prior to the valuation date but then drops by the valuation date to below the initial share 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 price of the underlying shares prior to such drop. Although the actual price of the underlying shares on the stated maturity date or at other times during the term of the PLUS may be higher than the final share price, the payment at maturity will be based solely on the closing price of the underlying shares on the valuation date.

§ Investing in the PLUS is not equivalent to investing in the underlying shares or the stocks composing the MSCI Pacific ex-Japan Index. Investing in the PLUS is not equivalent to investing in the underlying shares, the MSCI Pacific ex-Japan Index or the stocks that constitute the MSCI Pacific ex-Japan Index. Investors in the PLUS will not have voting rights or rights to receive dividends or other distributions or any other rights with respect to the underlying shares or the stocks that constitute the MSCI Pacific ex-Japan Index.

§ The price of the underlying shares is subject to currency exchange risk. Because the price of the underlying shares is related to the U.S. dollar value of stocks underlying the MSCI Pacific ex-Japan Index, holders of the PLUS will be exposed to currency exchange rate risk with respect to each of the currencies in which such component securities trade. Exchange rate movements for a particular currency are volatile and are the result of numerous factors including the supply of, and the demand for, those currencies, as well as relevant government policy, intervention or actions, but are also influenced significantly from time to time by political or economic developments, and by macroeconomic factors and speculative actions related to the relevant region. An investor’s net exposure will depend on the extent to which the currencies of the component securities strengthen or weaken against the U.S. dollar and the relative weight of each currency. If, taking into account such weighting, the dollar strengthens against the currencies of the component securities represented in the MSCI Pacific ex-Japan Index, the price of the underlying shares will be adversely affected and the payment at maturity on the PLUS may be reduced.

Of particular importance to potential currency exchange risk are:

· existing and expected rates of inflation;

· existing and expected interest rate levels;

· the balance of payments; and

· the extent of governmental surpluses or deficits in the countries represented in the MSCI Pacific ex-Japan Index and the United States.

All of these factors are in turn sensitive to the monetary, fiscal and trade policies pursued by the governments of various countries represented in the MSCI Pacific ex-Japan Index and the United States and other countries important to international trade and finance.

§ There are risks associated with investments in securities, such as the PLUS, linked to the value of foreign equity securities. The underlying shares track the performance of the MSCI Pacific ex-Japan Index, which is linked to the value of foreign equity securities. Investments in securities linked to the value of foreign equity securities involve risks associated with the securities markets in those countries, including risks of volatility in those markets, governmental intervention in those markets and cross-shareholdings in companies in certain countries. Also, there is generally less publicly available information about foreign companies than about U.S. companies that are subject to the reporting requirements of the Securities and Exchange Commission, and foreign companies are subject to accounting, auditing and financial reporting standards and requirements different from those applicable to U.S. reporting companies. The prices of securities issued in foreign markets may be affected by political, economic, financial and social factors in those countries, or global regions, including changes in government, economic and fiscal policies and currency exchange laws. Local securities markets may trade a small number of securities and may be unable to respond effectively to increases in trading volume, potentially making prompt liquidation of holdings difficult or impossible at times. Moreover, the economies in such countries may differ unfavorably from the

December 2012 Page 7

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

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economy in the United States in such respects as growth of gross national product, rate of inflation, capital reinvestment, resources, self-sufficiency and balance of payment positions.

§ Adjustments to the underlying shares or to the MSCI Pacific ex-Japan Index could adversely affect the value of the PLUS. As the investment adviser to the iShares ® MSCI Pacific ex-Japan Index Fund, BlackRock Fund Advisors (the “Investment Adviser”), seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the MSCI Pacific ex-Japan Index. Pursuant to its investment strategy or otherwise, the Investment Adviser may add, delete or substitute the stocks composing the iShares ® MSCI Pacific ex-Japan Index Fund. Any of these actions could adversely affect the price of the underlying shares and, consequently, the value of the PLUS. MSCI Inc. (“MSCI”) is responsible for calculating and maintaining the MSCI Pacific ex-Japan Index. MSCI may add, delete or substitute the stocks constituting the MSCI Pacific ex-Japan Index or make other methodological changes that could change the value of the MSCI Pacific ex-Japan Index. MSCI may discontinue or suspend calculation or publication of the MSCI Pacific ex-Japan Index at any time. In these circumstances, the calculation agent will have the sole discretion to substitute a successor index that is comparable to the discontinued MSCI Pacific ex-Japan Index and is permitted to consider indices that are calculated and published by the calculation agent or any of its affiliates.

§ The underlying shares and the MSCI Pacific ex-Japan Index are different. The performance of the underlying shares may not exactly replicate the performance of the MSCI Pacific ex-Japan Index because the iShares ® MSCI Pacific ex-Japan Index Fund will reflect transaction costs and fees that are not included in the calculation of the MSCI Pacific ex-Japan Index. It is also possible that the iShares ® MSCI Pacific ex-Japan Index Fund may not fully replicate or may in certain circumstances diverge significantly from the performance of the MSCI Pacific ex-Japan Index due to the temporary unavailability of certain securities in the secondary market, the performance of any derivative instruments contained in this fund, differences in trading hours between the iShares ® MSCI Pacific ex-Japan Index Fund and the MSCI Pacific ex-Japan Index or due to other circumstances. The iShares ® MSCI Pacific ex-Japan Index Fund generally invests at least 90% of its assets in securities of the MSCI Pacific ex-Japan Index and in depositary receipts representing securities of the MSCI Pacific ex-Japan Index. The iShares ® MSCI Pacific ex-Japan Index Fund may invest the remainder of its assets in securities not included in the MSCI Pacific ex-Japan Index but which the Investment Adviser believes will help the iShares ® MSCI Pacific ex-Japan Index Fund track the MSCI Pacific ex-Japan Index, and in futures contracts, options on futures contracts, options and swaps as well as cash and cash equivalents, including shares of money market funds advised by the Investment Adviser.

§ 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 PLUS 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 PLUS and the cost of hedging our obligations under the PLUS 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 PLUS 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 antidilution adjustments the calculation agent is required to make do not cover every event that could affect the underlying shares. MS & Co., as calculation agent, will adjust the amount payable at maturity for certain events affecting the underlying shares. However, the calculation agent will not make an adjustment for every event that could affect the underlying shares. If an event occurs that does not require the calculation agent to adjust the adjustment factor, the market price of the PLUS may be materially and adversely affected.

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

§ The calculation agent, which is a subsidiary of the issuer, will make determinations with respect to the PLUS. As calculation agent, MS & Co. has determined the minimum lookback price and will determine the initial

December 2012 Page 8

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share price and the final share price and will calculate the amount of cash you receive at maturity, if any. Any of these determinations made by MS & Co., in its capacity as calculation agent, including with respect to the occurrence or non-occurrence of market disruption events and the selection of a successor index or calculation of the initial share price or the final share price in the event of a discontinuance of the share underlying index or a market disruption event, may adversely affect the payout to you at maturity.

§ Hedging and trading activity by our subsidiaries could potentially adversely affect the value of the PLUS. One or more of our subsidiaries have carried out, and will continue to carry out, hedging activities related to the PLUS (and to other instruments linked to the underlying shares or the share underlying index), including trading in the underlying shares and in other instruments related to the underlying shares or the share underlying index. Some of our subsidiaries also trade the underlying shares or the stocks that constitute the share underlying index and other financial instruments related to the share underlying index on a regular basis as part of their general broker-dealer and other businesses. Any of these hedging or trading activities prior to or during the initial observation period could potentially increase the initial share price and, therefore, could increase the price at which the underlying shares must close on the valuation date so that investors do not suffer a loss on their initial investment in the PLUS. Additionally, such hedging or trading activities during the term of the PLUS, including on the valuation date, could adversely affect the closing price of the underlying shares on the valuation date and, accordingly, the amount of cash an investor will receive at maturi ty.

§ The U.S. federal income tax consequences of an investment in the PLUS 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 product supplement for PLUS (together the “Tax Disclosure Sections”) concerning the U.S. federal income tax consequences of an investment in the PLUS . As discussed in the Tax Disclosure Sections, there is a risk that the “constructive ownership” rule could apply, in which case all or a portion of any long-term capital gain recognized by a U.S. Holder could be recharacterized as ordinary income (in which case an interest charge will be imposed). If the Internal Revenue Service (the “IRS”) were successful in asserting an alternative treatment, the timing and character of income on the PLUS 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 PLUS every year at a “comparable yield” determined at the time of issuance and recognize all income and gain in respect of the PLUS as ordinary income. The issuer does not plan to request a ruling from the IRS regarding the tax treatment of the PLUS , 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 PLUS. 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, as discussed in this document. 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 PLUS, 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 PLUS, including possible alternative treatments, the potential application of the constructive ownership rule, the issues presented by this notice and any tax consequences arising under the laws of any state, local or foreign taxing jurisdiction.

December 2012 Page 9

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

Performance Leveraged Upside Securities SM

iShares ® MSCI Pacific ex-Japan Index Fund Overview

The iShares ® MSCI Pacific ex-Japan Index Fund is an exchange-traded fund managed by iShares, Inc. iShares, Inc. (“iShares”) consists of numerous separate investment portfolios, including the iShares ® MSCI Pacific ex-Japan Index Fund. This fund seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the MSCI Pacific ex-Japan Index. It is possible that this fund may not fully replicate the performance of the MSCI Pacific ex-Japan Index due to the temporary unavailability of certain securities in the secondary market or due to other extraordinary circumstances. Information provided to or filed with the Securities and Exchange Commission ( the “Commission”) by iShares ® pursuant to the Securities Act of 1933 and the Investment Company Act of 1940 can be located by reference to Commission file numbers 033-97598 and 811-09102, respectively, through the Commission’s website at.www.sec.gov. In addition, information may be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents. We make no representation or warranty as to the accuracy or completeness of such information. Neither the issuer nor the agent makes any representation that such publicly available documents or any other publicly available information regarding the iShares ® MSCI Pacific ex-Japan Index Fund is accurate or complete.

Information as of market close on December 14, 2012:

Bloomberg Ticker Symbol:	EPP
Current Share Price:	$47.51
52 Weeks Ago:	$39.38
52 Week High (on 12/12/2012 ):	$47.60
52 Week Low (on 6/1/2011 ):	$38.08

The following graph sets forth the daily closing price of the underlying shares for the period from January 1, 2007 through December 14, 2012. The related table sets forth the published high and low closing values, as well as end-of-quarter closing values, of the underlying shares for each quarter in the same period. The closing value of the underlying shares on December 14, 2012 was $47.51. We obtained the information in the table and graph below from Bloomberg Financial Markets, without independent verification. The historical closing prices of the underlying shares should not be taken as an indication of future performance, and no assurance can be given as to the closing price of the underlying shares on the valuation date.

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Performance Leveraged Upside Securities SM

iShares ® MSCI Pacific ex-Japan Index Fund (CUSIP 464286665)	High ($)	Low ($)	Period End ($)
2007
First Quarter	44.90	40.18	44.72
Second Quarter	49.86	44.95	48.80
Third Quarter	55.36	43.27	55.35
Fourth Quarter	60.67	49.69	51.43
2008
First Quarter	51.29	43.09	45.19
Second Quarter	51.87	45.13	45.36
Third Quarter	45.50	33.86	35.90
Fourth Quarter	35.86	19.58	26.35
2009
First Quarter	26.90	20.06	24.63
Second Quarter	33.88	25.27	31.67
Third Quarter	40.53	29.63	40.53
Fourth Quarter	43.44	38.61	41.37
2010
First Quarter	43.66	37.27	42.99
Second Quarter	45.11	34.72	35.74
Third Quarter	44.94	35.82	44.30
Fourth Quarter	48.91	44.49	46.98
2011
First Quarter	48.32	43.32	48.32
Second Quarter	50.92	45.21	47.61
Third Quarter	48.01	36.77	36.77
Fourth Quarter	45.05	35.65	38.93
2012
First Quarter	44.63	39.55	43.52
Second Quarter	44.31	38.08	40.75
Third Quarter	45.50	40.25	44.59
Fourth Quarter (through December 14, 2012)	47.60	44.28	47.51

This document relates only to the PLUS referenced hereby and does not relate to the underlying shares. We have derived all disclosures contained in this document regarding iShares from the publicly available documents described in the preceding paragraph. In connection with the offering of the PLUS, neither we nor the agent has participated in the preparation of such documents or made any due diligence inquiry with respect to iShares. Neither we nor the agent makes any representation that such publicly available documents or any other publicly available information regarding iShares is accurate or complete. Furthermore, we cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described in the preceding paragraph) that would affect the trading price of the underlying shares (and therefore the price of the underlying shares at the time we priced the PLUS) have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning iShares could affect the value received at maturity with respect to the PLUS and therefore the trading prices of the PLUS.

Neither the issuer nor any of its affiliates makes any representation to you as to the performance of the underlying shares.

We and/or our affiliates may presently or from time to time engage in business with iShares. In the course of such business, we and/or our affiliates may acquire non-public information with respect to iShares, and neither we nor any of our affiliates undertakes to disclose any such information to you. In addition, one or more of our affiliates may publish research reports with respect to the underlying shares. The statements in the preceding two sentences are not intended to affect the rights of investors in the PLUS under the securities laws. As a prospective purchaser of the PLUS, you should undertake an independent investigation of iShares as in your judgment is appropriate to make an informed decision with respect to an investment in the underlying shares.

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iShares ® is a registered trademark of BlackRock Institutional Trust Company, N.A. (“BTC”). The PLUS are not sponsored, endorsed, sold, or promoted by BTC. BTC makes no representations or warranties to the owners of the PLUS or any member of the public regarding the advisability of investing in the PLUS. BTC has no obligation or liability in connection with the operation, marketing, trading or sale of the PLUS.

The MSCI Pacific ex-Japan Index. The MSCI Pacific Ex-Japan Index is a free float-adjusted market capitalization weighted index designed to measure the equity market performance of the developed markets in the Pacific region, excluding Japan. The MSCI Pacific Ex-Japan Index consisted of the following 4 developed market country indices: Australia, Hong Kong, New Zealand and Singapore. The MSCI Pacific Ex-Japan Index was developed with a base value of 100 as of December 31, 1969. For additonal information about the MSCI Pacific ex-Japan Index, see the information set forth under “MSCI Pacific ex-Japan Index” and “MSCI Global Investable Market Indices Methodology” in the accompanying index supplement.

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Additional Information About the PLUS

Please read this information in conjunction with the summary terms on the front cover of this document.

Additional Provisions:
Share underlying index:	MSCI Pacific ex-Japan Index
Postponement of maturity date:	If the scheduled valuation date is not a trading day or if a market disruption event occurs on that day so that the valuation date is postponed and falls less than two business days prior to the scheduled maturity date, the maturity date of the PLUS will be postponed to the second business day following that valuation date as postponed.
Denominations:	$10 per PLUS and integral multiples thereof
Minimum ticketing size:	100 PLUS
Discontinuance of the underlying shares and/or share underlying index; alteration of method of calculation	The following replaces in its entirety the section entitled “Discontinuance of Any ETF Shares and/or Share Underlying Index; Alteration of Method of Calculation” in the accompanying product supplement for PLUS. If trading in the underlying shares on every applicable national securities exchange, on the OTC Bulletin Board and in the over-the-counter market is permanently discontinued or the exchange-traded fund relating to the underlying shares is liquidated or otherwise terminated (a “discontinuance or liquidation event”), the share closing price of the underlying shares on any trading day following the discontinuance or liquidation event will be determined by the calculation agent and will be deemed to equal the product of (i) the closing value of the share underlying index (or any successor index, as described below) on such date (taking into account any material changes in the method of calculating the share underlying index following such discontinuance or liquidation event) times (ii) a fraction, the numerator of which is the share closing price of the underlying shares and the denominator of which is the closing value of the share underlying index (or any successor index, as described below), each determined as of the last day prior to the occurrence of the discontinuance or liquidation event on which a share closing price of the underlying shares was available. If, subsequent to a discontinuance or liquidation event, the index publisher of the share underlying index discontinues publication of the share underlying index and the index publisher of the share underlying index or another entity (including MS & Co.) publishes a successor or substitute index that MS & Co., as the calculation agent, determines, in its sole discretion, to be comparable to the discontinued share underlying index (such index being referred to herein as a “successor index”), then any subsequent share closing price on any trading day following a discontinuance or liquidation event will be determined by reference to the published value of such successor index at the regular weekday close of trading on such trading day. Upon any selection by the calculation agent of a successor index, the calculation agent will cause written notice thereof to be furnished to the trustee, to us and to The Depositary Trust Company, New York, New York (the “Depositary”), as holder of the PLUS linked to underlying shares, within three business days of such selection. We expect that such notice will be made available to you, as a beneficial owner of such PLUS, in accordance with the standard rules and procedures of the Depositary and its direct and indirect participants. If, subsequent to a discontinuance or liquidation event, the index publisher of the share underlying index discontinues publication of the share underlying index during the initial observation period and the calculation agent determines, in its sole discretion, that no successor index is available at such time, then the calculation agent will determine the initial share price based on the share closing price(s) of the underlying shares during the initial observation period prior to such discontinuance. If, subsequent to a discontinuance or liquidation event, the index publisher of the share underlying index discontinues publication of the share underlying index prior to, and such discontinuance is continuing on, any valuation date or the acceleration date and MS & Co., as the calculation agent, determines, in its sole discretion, that no successor index is available at such time, then the calculation agent will determine the share closing price for such date. The share closing price will be computed by the calculation agent in accordance with the formula for calculating the share underlying index last in effect prior to such discontinuance, using the closing price (or, if trading in the relevant securities has been materially suspended or materially limited, its good faith estimate of the closing price that would have prevailed but for such suspension or limitation) at the close of the principal trading session of the relevant exchange on such date of each security most recently composing the share underlying index without any rebalancing or substitution of such securities following such discontinuance. Notwithstanding these alternative arrangements, discontinuance of the publication of the share underlying index

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Performance Leveraged Upside Securities SM

may adversely affect the value of the PLUS linked to underlying shares. — Although there is uncertainty regarding the U.S. federal income tax consequences of an investment in the PLUS 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 PLUS 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 PLUS is respected and subject to the discussion in “United States Federal Taxation” in the accompanying product supplement for PLUS, 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 PLUS prior to settlement, other than pursuant to a sale or exchange.
§	Upon sale, exchange or settlement of the PLUS, 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 PLUS. Subject to the discussion below concerning the potential application of the “constructive ownership” rule, such gain or loss should be long-term capital gain or loss if the investor has held the PLUS for more than one year, and short-term capital gain or loss otherwise.
Because the PLUS are linked to shares of an exchange-traded fund, although the matter is not clear, there is a risk that an investment in the PLUS will be treated as a “constructive ownership transaction” under Section 1260 of the Internal Revenue Code of 1986, as amended (the “Code”). If this treatment applies, all or a portion of any long-term capital gain of the U.S. Holder in respect of the PLUS could be recharacterized as ordinary income (in which case an interest charge will be imposed). Due to the lack of governing authority, our counsel is unable to opine as to whether or how Section 1260 of the Code applies to the PLUS. U.S. investors should read the section entitled “United States Federal Taxation—Tax Consequences to U.S. Holders—Tax Treatment of the PLUS—Possible Application of Section 1260 of the Code” in the accompanying product supplement for PLUS for additional information and consult their tax advisers regarding the potential application of the “constructive ownership” rule. 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 PLUS . 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, as discussed above. 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 PLUS , possibly with retroactive effect. Both U.S. and non-U.S. investors considering an investment in the PLUS should read the discussion under “Risk Factors” in this document and the discussion under “United States Federal Taxation” in the accompanying product supplement for PLUS and consult their tax advisers regarding all aspects of the U.S. federal income tax consequences of an investment in the PLUS, including possible alternative treatments, the potential application of the constructive ownership rule, the issues presented by the aforementioned notice and any tax consequences arising under the laws of any state, local or foreign taxing jurisdiction. Additionally, any consequences resulting from the Medicare tax on investment income are not discussed in this document or the accompanying product supplement for PLUS. The discussion in the preceding paragraphs under “Tax considerations” and the discussion contained in the section entitled “United States Federal Taxation” in the accompanying product supplement for PLUS, 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.

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	federal tax consequences of an investment in the PLUS.
Trustee:	The Bank of New York Mellon
Calculation agent:	MS & Co.
Use of proceeds and hedging:	The net proceeds we receive from the sale of the PLUS will be used for general corporate purposes and, in part, in connection with hedging our obligations under the PLUS through one or more of our subsidiaries. Prior to or during the initial observation period, we, through our subsidiaries or others, hedged and expect to continue to hedge our anticipated exposure in connection with the PLUS by taking positions in the underlying shares, in futures or options contracts on the underlying shares or any component stocks of the MSCI Pacific ex-Japan Index, or in any other securities or instruments that we may wish to use in connection with such hedging. Such purchase activity could potentially increase the initial share price, and therefore the price at which the underlying shares must close on the valuation date so that investors do not suffer a loss on their initial investment in the PLUS. In addition, through our subsidiaries, we are likely to modify our hedge position throughout the life of the PLUS, including on the valuation date, by purchasing and selling the stocks constituting the underlying index, futures or options contracts on the underlying index or its component stocks listed on major securities markets or positions in any other available securities or instruments that we may wish to use in connection with such hedging activities. We cannot give any assurance that our hedging activities will not affect the value of the underlying index and, therefore, adversely affect the value of the PLUS or the payment you will receive at maturity, if any. For further information on our use of proceeds and hedging, see “Use of Proceeds and Hedging” in the accompanying product supplement for PLUS.
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 PLUS. 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 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 PLUS 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 PLUS 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 Code Section 4975 for such 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 PLUS. 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 PLUS. Because we may be considered a party in interest with respect to many Plans, the PLUS 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.

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Performance Leveraged Upside Securities SM

	Any purchaser, including any fiduciary purchasing on behalf of a Plan, transferee or holder of the PLUS will be deemed to have represented, in its corporate and its fiduciary capacity, by its purchase and holding of the PLUS that either (a) it is not a Plan or a Plan Asset Entity and is not purchasing such PLUS 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 and 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 PLUS on behalf of or with “plan assets” of any Plan consult with their counsel regarding the availability of exemptive relief. The PLUS are contractual financial instruments. The financial exposure provided by the PLUS is 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 PLUS. The PLUS 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 PLUS. Each purchaser or holder of any PLUS 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 PLUS, (B) the purchaser or holder’s investment in the PLUS, or (C) the exercise of or failure to exercise any rights we have under or with respect to the PLUS;
	(ii)	we and our affiliates have acted and will act solely for our own account in connection with (A) all transactions relating to the PLUS and (B) all hedging transactions in connection with our obligations under the PLUS;
	(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 PLUS has exclusive responsibility for ensuring that its purchase, holding and disposition of the PLUS do not violate the prohibited transaction rules of ERISA or the Code or any Similar Law. The sale of any PLUS 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 PLUS 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 the PLUS 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 PLUS, either directly or indirectly.
Supplemental information regarding plan of distribution; conflicts of interest:	The agent may distribute the PLUS 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

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Performance Leveraged Upside Securities SM

	agent a fixed sales commission of $0.20 for each PLUS 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 “Plan of Distribution (Conflicts of Interest)” and “Use of Proceeds and Hedging” in the accompanying product supplement for PLUS.
Validity of the PLUS:	In the opinion of Davis Polk & Wardwell LLP, as special counsel to Morgan Stanley, when the PLUS offered by this pricing supplement have been executed and issued by Morgan Stanley, authenticated by the trustee pursuant to the Senior Debt Indenture and delivered against payment as contemplated herein, such PLUS will be valid and binding obligations of Morgan Stanley, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above. This opinion is given as of the date hereof and is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware. In addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery of the Senior Debt Indenture and its authentication of the PLUS and the validity, binding nature and enforceability of the Senior Debt Indenture with respect to the trustee, all as stated in the letter of such counsel dated November 21, 2011, which is Exhibit 5-a to the Registration Statement on Form S-3 filed by Morgan Stanley on November 21, 2011.
Contact:	Morgan Stanley Wealth Management clients may contact their local Morgan Stanley 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.
Where you can find more information:	Morgan Stanley has filed a registration statement (including a prospectus, as supplemented by the product supplement for PLUS and index supplement) with the Securities and Exchange Commission, or SEC, for the offering to which this communication relates. You should read the prospectus in that registration statement, the product supplement for PLUS, the index supplement and any other documents relating to this offering that Morgan Stanley has filed with the SEC for more complete information about Morgan Stanley and this offering. You may get these documents without cost by visiting EDGAR on the SEC web site at . www.sec.gov. Alternatively, Morgan Stanley will arrange to send you the product supplement for PLUS, index supplement and prospectus if you so request by calling toll-free 800-584-6837. You may access these documents on the SEC web site at . www.sec.gov . as follows: Product Supplement for PLUS dated August 17, 2012 Index Supplement dated November 21, 2011 Prospectus dated November 21, 2011 Terms used in this document are defined in the product supplement for PLUS, in the index supplement or in the prospectus. As used in this document, the “Company,” “we,” “us” and “our” refer to Morgan Stanley. “Performance Leveraged Upside Securities SM ” and “PLUS SM ” are our service marks.

December 2012 Page 17