MORGAN STANLEY — Capital/Financing Update 2014

Dec 2, 2014

November 2014 Pricing Sheet dated November 28, 2014 relating to Preliminary Supplement No. 1650 dated October 2, 2014 Registration Statement No. 333-200365 Filed pursuant to Rule 433

STRUCTURED INVESTMENTS

Opportunities in U.S. Equities

Trigger Participation Securities Based on the Morgan Stanley SmartInvest Equity Index (Price Return) due December 3, 2020

Principal at Risk Securities

PRICING TERMS – NOVEMBER 28, 2014 — Issuer:	Morgan Stanley
Maturity date:	December 3, 2020
Underlying index:	Morgan Stanley SmartInvest Equity Index (Price Return) (the “index”)
Aggregate principal amount:	$20,017,440
Payment at maturity:	· If the final index value is greater than the initial index value: $10 + ($10 x index percent increase) · If the final index value is less than or equal to the initial index value but greater than or equal to the trigger level of 67.50% of the initial index value, meaning the value of the index has remained unchanged or has declined by no more than 32.50% from the initial index value: $10 · If the final index value is less than 67.50% of the initial index value, meaning the value of the index has declined by more than 32.50% from the initial index value: $10 x index performance factor Under these circumstances, the payment at maturity will be less than the stated principal amount of $10 and will represent a loss of at least 32.50%, and possibly all, of your investment.
Index percent increase:	(final index value – initial index value) / initial index value
Initial index value:	5,162.63, which is the index closing value on the pricing date
Final index value:	The index closing value on the valuation date
Valuation date:	November 30, 2020, subject to adjustment for non-index business days
Trigger level:	3,484.775, which is approximately 67.50% of the initial index level
Index performance factor:	final index value / initial index value
Stated principal amount:	$10 per security
Issue price:	$10 per security
Pricing date:	November 28, 2014
Original issue date:	December 3, 2014 (3 business days after the pricing date)
CUSIP / ISIN:	61764C317 / US61764C3170
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 pricing supplement.
Estimated value on the pricing date:	$9.277 per security. See “Investment Summary” in the accompanying preliminary pricing supplement.
Commissions and issue price:	Price to public	Agent’s commissions and Fees	Proceeds to issuer (3)
Per security	$10	$0.30 (1)
Total		$0.05 (2)	$9.65
Total	$20,017,440	$700,610.40	$19,316,829.60

(1) Selected dealers, including Morgan Stanley Wealth Management (an affiliate of the Agent), and their financial advisors will collectively receive from the Agent, Morgan Stanley & Co. LLC, a fixed sales commission of $0.30 for each security they sell. For additional information, see “Description of the 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 $0.05 for each security.

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

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 pricing supplement describing the offering and the related prospectus supplement and prospectus, each of which can be accessed via the hyperlinks below.

Preliminary Pricing Supplement No. 1650 dated October 2, 2014 EFPlaceholder Prospectus Supplement dated November 19, 2014

EFPlaceholder Prospectus dated November 19, 2014

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.