MORGAN STANLEY — Capital/Financing Update 2014

Oct 2, 2014

September 2014 Pricing Sheet dated September 30, 2014 relating to Preliminary Terms No. 1,624 dated September 15, 2014 Registration Statement No. 333-178081 Filed pursuant to Rule 433

STRUCTURED INVESTMENTS

Opportunities in U.S. Equities

Contingent Income Auto-Callable Step-Up Securities Based on the Performance of the S&P 500 ® Index due October 3, 2029, With 5-Year Initial Non-Call Period

With Coupon Payments and the Payment at Maturity Subject to the Performance of the S&P 500 ® Index

Principal at Risk Securities

FINAL TERMS — Issuer:	Morgan Stanley
Underlying index:	S&P 500 ® Index
Aggregate principal amount:	$7,537,000
Stated principal amount:	$1,000 per security
Issue price:	$1,000 per security
Pricing date:	September 30, 2014
Original issue date:	October 3, 2014 (3 business days after the pricing date)
Maturity date:	October 3, 2029
Early redemption:	The securities are not subject to automatic early redemption until the fifth anniversary of the original issue date. Following this initial 5-year non-call period, if, on any redemption determination date, beginning on the third scheduled business day preceding October 3, 2019, the index closing value is greater than or equal to the initial index value, the securities will be automatically redeemed for an early redemption payment on the related early redemption date. No further payments will be made on the securities once they have been redeemed.
Early redemption payment:	The early redemption payment will be an amount equal to (i) the stated principal amount for each security you hold plus (ii) the contingent quarterly coupon with respect to the related observation date.
Contingent quarterly coupon:	A contingent quarterly coupon will be paid on the securities on each coupon payment date but only if the index closing value of the underlying index is at or above the coupon barrier level on the related observation date. If payable, the contingent quarterly coupon will be paid at an annual rate of: · from and including the original issue date to but excluding October 3, 2019: 5.25% (corresponding to approximately $13.13 per quarter per security) · from and including October 3, 2019 to but excluding October 3, 2024: 7.50% (corresponding to approximately $18.75 per quarter per security) · from and including October 3, 2024 to but excluding the maturity date: 10.00% (corresponding to approximately $25.00 per quarter per security) If, on any observation date, the index closing value is less than the coupon barrier level, we will pay no coupon for the applicable quarterly period. It is possible that the underlying index will remain below the coupon barrier level for extended periods of time or even throughout the entire 15-year term of the securities so that you will receive few or no contingent quarterly coupons.
Coupon barrier level:	1,479.218, which is approximately 75% of the initial index value
Payment at maturity:	· If the final index value is greater than or equal to the downside threshold level: the stated principal amount, and, if the final index value is also greater than or equal to the coupon barrier level, the contingent quarterly coupon with respect to the final observation date; or · If the final index value is less than the downside threshold level: (i) the stated principal amount multiplied by (ii) the index performance factor. Under these circumstances, the payment at maturity will be less than 50% of the stated principal amount of the securities and could be zero.
Downside threshold level:	986.145, which is 50% of the initial index value
	Terms continued on the following page
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:	$922.10 per security. See “Investment Summary” in the accompanying preliminary terms .
Commissions and issue price:	Price to public	Agent’s commissions and fees	Proceeds to issuer (3)
Per security	$1,000	$30 (1)	$965
		$5 (2)
Total	$7,537,000	$263,795	$7,273,205

(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 $30 for each security 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.

(2) Reflects a structuring fee payable to Morgan Stanley Wealth Management by the agent or its affiliates of $5 for each security.

(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 Trigger PLUS are not sponsored, endorsed, sold or promoted by S&P, and S&P makes no representation regarding the advisability of investing in the Trigger PLUS.

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 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. 1,624 dated September 15, 2014

EFPlaceholder Product Supplement for Auto-Callable Securities dated October 19, 2012 EFPlaceholder Index Supplement dated November 21, 2011

EFPlaceholder Prospectus dated November 21, 2011

Contingent Income Auto-Callable Step-Up Securities Based on the Performance of the S&P 500 ® Index due October 3, 2029 , With 5-Year Initial Non-Call Period

With Coupon Payments and the Payment at Maturity Subject to the Performance of the S&P 500 ® Index

Principal at Risk Securities

Terms continued from previous page:
Initial index value:	1,972.29, which is the index closing value on the pricing date
Final index value:	The index closing value on the final observation date
Redemption determination dates:	Annually, on the third scheduled business day preceding each scheduled early redemption date, beginning on the third scheduled business day preceding October 3, 2019, subject to postponement for non-index business days and certain market disruption events.
Early redemption dates:	Starting on October 3, 2019, annually, on the 3 rd day of each October; provided that if any such day is not a business day, that early redemption payment will be made on the next succeeding business day and no adjustment will be made to any early redemption payment made on that succeeding business day
Coupon payment dates:	Quarterly, on the 3 rd day of each January, April, July and October, beginning January 3, 2015 , provided that if any such day is not a business day, that coupon payment will be made on the next succeeding business day and no adjustment will be made to any coupon payment made on that succeeding business day; provided further that the contingent quarterly coupon, if any, with respect to the final observation date will be paid on the maturity date.
Observation dates:	The third scheduled business day preceding each scheduled coupon payment date, beginning with the January 3, 2015 coupon payment date, subject to postponement for non-index business days and certain market disruption events . We also refer to the third scheduled business day prior to the scheduled maturity date as the final observation date.
Index performance factor:	Final index value divided by the initial index value
CUSIP / ISIN:	61761JTH2 / US61761JTH22
Listing:	The securities will not be listed on any securities exchange.

September 2014 Page 2