MORGAN STANLEY — Capital/Financing Update 2014

Nov 25, 2014

November 2014 Pricing Sheet dated November 21, 2014 relating to Preliminary Terms No. 1,725 dated November 13, 2014 Registration Statement No. 333-200365 Filed pursuant to Rule 433

STRUCTURED INVESTMENTS

Opportunities in U.S. Equities

PLUS Based on the Value of the Russell 2000 ® Index due December 27, 2016

Performance Leveraged Upside Securities SM

Principal at Risk Securities

PRICING TERMS – NOVEMBER 21, 2014 — Issuer:	Morgan Stanley
Maturity date:	December 27, 2016
Underlying index:	Russell 2000 ® Index
Aggregate principal amount:	$9,168,500
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
	Under these circumstances, the payment at maturity 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:	1,172.416, which is the index closing value on the pricing date
Final index value:	The index closing value on the valuation date
Valuation date:	December 21, 2016, subject to postponement 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:	$12.80 per PLUS (128% of the stated principal amount).
Stated principal amount:	$10 per PLUS
Issue price:	$10 per PLUS (see “Commissions and issue price” below)
Pricing date:	November 21, 2014
Original issue date:	November 26, 2014 (3 business days after the pricing date)
CUSIP:	61764C838
ISIN:	US61764C8385
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:	$9.632 per PLUS. See “Investment Summary” in the accompanying preliminary terms .
Commissions and issue price:	Price to public	Agent’s commissions	Proceeds to issuer (3)
Per PLUS	$10	$0.15 (1)
		$0.05 (2)	$9.80
Total	$9,168,500	$183,370	$8,985,130

(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 $0.15 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.

(2) Reflects a structuring fee payable to Morgan Stanley Wealth Management by the agent or its affiliates of $0.05 for each PLUS.

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

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. 1,725 dated November 13, 2014

EFPlaceholder Product Supplement for PLUS dated November 19, 2014 EFPlaceholder Index 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.