MORGAN STANLEY — Capital/Financing Update 2014

Dec 2, 2014

Filed pursuant to Rule 433

Dated December 2, 2014

Relating to

Pricing Supplement No. 19 dated December 2, 2014 to

Registration Statement No. 333-200365

Global Medium-Term Notes, Series F

Fixed Rate Senior Notes Due 2018

Floating Rate Senior Notes Due 2018

Fixed Rate Senior Notes Due 2018

Issuer:	Morgan Stanley
Principal Amount:	$1,750,000,000
Maturity Date:	January 5, 2018
Trade Date:	December 2, 2014
Original Issue Date (Settlement):	December 5, 2014 (T+3)
Interest Accrual Date:	December 5, 2014
Issue Price (Price to Public):	99.892%
Agents’ Commission:	0.25%
All-in Price:	99.642%
Net Proceeds to Issuer:	$1,743,735,000
Interest Rate:	1.875% per annum
Interest Payment Period:	Semi-annual
Interest Payment Dates:	Each January 5 and July 5, commencing July 5, 2015
Day Count Convention:	30/360
Specified Currency:	U.S. Dollars (“$”)
Minimum Denomination:	$1,000 and integral multiples of $1,000 in excess thereof
Business Day:	New York
CUSIP:	61761JVM8
ISIN:	US61761JVM88
Issuer Ratings:	Baa2 (Moody’s) / A- (Standard & Poor’s) / A (Fitch) / A (R&I) / A (high) (DBRS) (Positive / Negative / Stable / Negative / Stable)
Agents:	Morgan Stanley & Co. LLC and such other agents as shall be named in the above-referenced Pricing Supplement for the notes.
Global Settlement:	Through The Depository Trust Company, Euroclear or Clearstream, Luxembourg

The notes 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.

Floating Rate Senior Notes Due 2018
Issuer:	Morgan Stanley
Principal Amount:	$500,000,000
Maturity Date:	January 5, 2018
Trade Date:	December 2, 2014
Original Issue Date (Settlement):	December 5, 2014 (T+3)
Interest Accrual Date:	December 5, 2014
Issue Price (Price to Public):	100.00%
Agents’ Commission:	0.25%
All-in Price:	99.75%
Net Proceeds to Issuer:	$498,750,000
Base Rate:	LIBOR
Spread (plus or minus):	Plus 0.74%
Index Maturity:	Three months
Index Currency:	U.S. Dollars
Interest Payment Period:	Quarterly
Interest Payment Dates:	Each January 5, April 5, July 5 and October 5, commencing April 5, 2015
Day Count Convention:	Actual/360
Initial Interest Rate:	Base Rate plus 0.74% (to be determined by the Calculation Agent on the second London banking day prior to the Original Issue Date)
Initial Interest Reset Date:	April 5, 2015
Interest Reset Dates:	Each Interest Payment Date
Interest Reset Period:	Quarterly
Specified Currency:	U.S. Dollars (“$”)
Minimum Denomination:	$1,000 and integral multiples of $1,000 in excess thereof
Business Day:	New York
CUSIP:	61761JVN6
ISIN:	US61761JVN61
Issuer Ratings:	Baa2 (Moody’s) / A- (Standard & Poor’s) / A (Fitch) / A (R&I) / A (high) (DBRS) (Positive / Negative / Stable / Negative / Stable)
Agents:	Morgan Stanley & Co. LLC and such other agents as shall be named in the above-referenced Pricing Supplement for the notes.
Global Settlement:	Through The Depository Trust Company, Euroclear or Clearstream, Luxembourg

The notes 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 offerings 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 these offerings. 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 the offerings will arrange to send you the prospectus if you request it by calling toll free 1-866-718-1649 .

Prospectus Supplement Dated November 19, 2014

Prospectus Dated November 19, 2014

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