MORGAN STANLEY — Capital/Financing Update 2013

Oct 2, 2013

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Pricing Sheet dated September 30, 2013 relating to Preliminary Terms No. 1,042 dated September 4, 2013 Registration Statement No. 333-178081 Filed pursuant to Rule 433

STRUCTURED INVESTMENTS

Opportunities in U.S. Equities

PLUS Based on the Value of the S&P 500 ® Index due October 31, 2014

Performance Leveraged Upside Securities SM

Principal at Risk Securities

PRICING TERMS – SEPTEMBER 30, 2013 — Issuer:	Morgan Stanley
Maturity date:	October 31, 2014
Underlying index:	S&P 500 ® Index
Aggregate principal amount:	$13,469,260
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:	1,681.55, which is the index closing value on the pricing date
Final index value:	The index closing value on the valuation date
Valuation date:	October 28, 2014, subject to adjustment for non-index business days and certain market disruption events
Leverage factor:	300%
Index performance factor:	final index value / initial index value
Maximum payment at maturity:	$11.10 per PLUS (111% of the stated principal amount)
Stated principal amount:	$10 per PLUS
Issue price:	$10 per PLUS (see “Commissions and issue price” below)
Pricing date:	September 30, 2013
Original issue date:	October 3, 2013 (3 business days after the pricing date)
CUSIP:	61762P773
ISIN:	US61762P7731
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
Estimated value on the pricing date:	$9.6732 per PLUS. See “Investment Summary” in the accompanying preliminary terms .
Commissions and issue price:	Price to public (1)	Agent’s commissions (1)(2)	Proceeds to issuer (3)
Per PLUS	$10	$0.20	$9.80
Total	$13,469,260	$269,385.20	$13,199,874.80

(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 PLUS purchased by that investor. The lowest price payable by an investor is $9.925 per PLUS. Please see “Syndicate Information” in the accompanying preliminary terms for further details.

(2) Selected dealers, including Morgan Stanley Wealth Management (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.

(3) See “Use of proceeds and hedging” in the accompanying preliminary terms.

“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. 1,042 dated September 4, 2013

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.