MORGAN STANLEY — Capital/Financing Update 2014

Dec 3, 2014

December 2014 Pricing Sheet dated December 1, 2014 relating to Preliminary Pricing Supplement No. 31 dated December 1, 2014 to Registration Statement No. 333-200365 Filed pursuant to Rule 433

STRUCTURED INVESTMENTS

Opportunities in Commodities

Participation Securities due April 5, 2016 Based on the Performance of West Texas Intermediate Light Sweet Crude Oil Futures Contracts

Principal at Risk Securities

PRICING TERMS – DECEMBER 1, 2014 — Issuer:	Morgan Stanley
Aggregate principal amount:	$1,000,000
Stated principal amount:	$1,000 per security
Issue price:	$1,000 per security
Pricing date:	December 1, 2014
Original issue date:	December 4, 2014 (3 business days after the pricing date)
Maturity date:	April 5, 2016
Underlying commodity:	West Texas Intermediate light sweet crude oil futures contracts (“WTI crude oil”)
Payment at maturity:	If the final commodity price is greater than the strike commodity price: $1,000 + the product of (i) $1,000 and (ii) the commodity strike return If the final commodity price is equal to the strike commodity price: $1,000 If the final commodity price is less than the strike commodity price: $1,000 x commodity strike performance factor Under these circumstances, the payment at maturity per security will be an amount less than the stated principal amount and could be zero. There is no minimum payment at maturity on the securities. Accordingly, you could lose your entire investment in the securities.
Strike commodity price:	$73.623, which is 106.70% of the initial commodity price
Commodity strike return:	(final commodity price – strike commodity price) / strike commodity price
Commodity strike performance factor:	final commodity price / strike commodity price
Final commodity price:	The commodity price on the valuation date
Initial commodity price:	$69.00, which is the commodity price on the pricing date
Commodity price:	For any trading day, the official settlement price per barrel of WTI crude oil on the NYMEX Division, or its successor, of the New York Mercantile Exchange, Inc. (the “NYMEX Division”) of the first nearby month futures contract, stated in U.S. dollars, as made public by the NYMEX Division on such date, provided that if such date falls on the last trading day of such futures contract (all pursuant to the rules of the NYMEX Division), then the second nearby month futures contract on such date.
Valuation date:	March 23, 2016, subject to adjustment for non-trading days and certain market disruption events.
CUSIP / ISIN :	61762GCQ5 / US61762GCQ55
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 “Description of Securities—Supplemental Information Concerning Plan of Distribution; Conflicts of Interest” in the accompanying preliminary pricing supplement.
Estimated value on the pricing date:	$967.10 per security. See “Summary of Pricing Supplement” in the accompanying preliminary pricing supplement.
Commissions and issue price:	Price to public	Agent’s commission and fees	Proceeds to issuer (3)
Per security	$1,000	$7.50 (1)
		$5.00 (2)	$987.50
Total	$1,000,000	$12,500	$987,500

(1) 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 $7.50 for each security they sell. For additional information, see “Description of Securities—Supplemental Information Concerning Plan of Distribution; Conflicts of Interest” in the accompanying preliminary pricing supplement and “Plan of Distribution (Conflicts of Interest)” in the accompanying prospectus supplement.

(2) Reflects a structuring fee payable to Morgan Stanley Wealth Management by the Agent or its affiliates of $5.00 for each security.

(3) See “Description of Securities—Use of Proceeds and Hedging” in the accompanying preliminary pricing supplement.

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

EFPlaceholder P reliminary Pricing Supplement No. 31 dated December1, 2014

EFPlaceholder Prospectus Supplement dated November 19, 2014 EFPlaceholder Prospectus dated November 19, 2014

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.

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.