MORGAN STANLEY — Investor Presentation 2012

Nov 14, 2012

STRUCTURED INVESTMENTS Client Strategy Guide: November 2012 Offerings Free Writing Prospectus Dated November 13, 2012 Registration Statement No. 333-178081 Filed Pursuant to Rule 433 [GRAPHIC OMITTED] This material was not prepared by the Research Departments of Morgan Stanley Smith Barney LLC, Morgan Stanley and Co. LLC, or Citigroup Global Markets Inc., and you should not regard it as a research report. Please see the offering materials for complete product disclosure including tax disclosure and related risks.

Client Strategy Guide: November 2012 Offerings Page 2 Table of Contents Important Information Regarding Offering Documents page 3 Selected Features and Risk Disclosures page 4 Structured Investments Spectrum page 5 Tactical Offerings Offerings with terms of 18 months or less Enhanced Yield page 6 PLUS(SM) based on the SandP 500([R]) Index (SPX) by Morgan Stanley page 7 Leveraged Performance page 8 Strategic Offerings Offerings with terms of more than 18 months Enhanced Yield Contingent Income Auto-Callable Securities with Step-Up Redemption Threshold Level Feature based on United Technologies Corporation (UTX) by Morgan Stanley page 9 page 10 PLUS(SM) based on the Morgan Stanley Mega 30 Index (Price Return) (MSUSMEGA) by Morgan Stanley page 11 ------------------------------- Leveraged Performance Dual Directional Trigger PLUS(SM) based on the PHLX Oil Service Sector(SM) Index (OSX) by Morgan Stanley page 12 Trigger Jump Securities based on the EURO STOXX 50([R]) Index (SX5E) by Morgan Stanley page 13 page 14 Market-Linked Notes and Market-Linked Deposits - page 15 FDIC Insured Selected Risks and Considerations page 16 This material was not prepared by the Research Departments of Morgan Stanley Smith Barney LLC, Morgan Stanley and Co. LLC, or Citigroup Global Markets Inc. and you should not regard it as a research report. Please see the offering materials for complete product disclosure including tax disclosure and related risks. November 2012

Client Strategy Guide: November 2012 Offerings Page 3 Important Information Regarding Offering Documents The products set forth in the following pages are intended as a general indication only of the Structured Investments offerings available through Morgan Stanley Wealth Management through the date when the ticketing closes for each offering. Morgan Stanley Wealth Management or the applicable issuer reserves the right to terminate any offering prior to its trade date, to postpone the trade date, or to close ticketing early on any offering. The information set forth herein provides only a summary of terms and does not contain the complete terms and conditions for any offering of an SEC Registered Offering or a Market -Linked Certificate of Deposit. You should read the complete offering materials referenced below before you invest in any product. Additional Information for SEC Registered (Public) Offerings Each issuer has separately filed a registration statement (including a prospectus) with the Securities and Exchange Commission (or SEC), for the offerings by that issuer to which this Strategy Guide relates. Before you invest in any of the offerings identified in this Strategy Guide, you should read the prospectus and the applicable registration statement, the applicable pricing supplement, prospectus supplements and any other documents relating to the offering that the applicable issuer has filed with the SEC for more complete information about the applicable issuer and the offering. You may get these documents without cost by visiting EDGAR on the SEC web site at www.sec.gov. [] For Registered Offerings Issued by Morgan Stanley: Morgan Stanley's CIK on the SEC web site is 0000895421 Alternatively, Morgan Stanley Wealth Management will arrange to send you the prospectus and any other documents related to the offering electronically or hard copy if you so request by calling the toll-free number 1-800-584-6837 or emailing prospectus@morganstanley. com or by calling your Financial Advisor. The securities described herein (other than the market -linked certificates of deposit) 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. Additional Information for Market -Linked Certificates of Deposit (MLDs) MLDs are not SEC registered offerings. Before you invest in any MLD, you should read the complete offering materials applicable to such MLD. For indicative terms and conditions on any Market -Linked Certificate of Deposit, please contact your Morgan Stanley Financial Advisor or call the toll-free number 1-800-584-6837. Each issuer listed above is the issuer for offerings only where expressly identified. None of the issuers are responsible for the filings made with the SEC by the other issuers identified in this document. This material was not prepared by the Research Departments of Morgan Stanley Smith Barney LLC, Morgan Stanley and Co. LLC, or Citigroup Global Markets Inc. and you should not regard it as a research report. Please see the offering materials for complete product disclosure including tax disclosure and related risks. November 2012

Client Strategy Guide: November 2012 Offerings Page 4 Selected Features and Risk Disclosures Features Structured Investments offer investors choices in terms of underlying asset, market view, time horizon, potential returns and risk tolerance. Such features may include: o Varying levels of exposure to potential capital appreciation or depreciation o Returns based on a defined formula o Variety of underlying assets, including equities, commodities, currencies and interest rates o Minimum investment of $1,000, unless otherwise noted Key Risks An investment in Structured Investments involves a variety of risks. The following are some of the significant risks related to Structured Investments. Please refer to the "Selected Risks and Considerations" section at the end of this brochure for a fuller description of these risk factors. The market price of Structured Investments may be influenced by a variety of unpredictable factors. Several factors may influence the value of a particular Structured Investment in the secondary market, including, but not limited to, the value and volatility of the underlying asset, interest rates, credit spreads charged by the market for taking the applicable issuer's credit risk, dividend rates on any equity underlying asset, and time remaining to maturity. In addition, we expect that the secondary market price of a Structured Investment will be adversely affected by the fact that the issue price of the Structured Investment includes the agent's commissions and expected profit. Issuer credit risk. All payments on Structured Investments are dependent on the applicable issuer's ability to pay all amounts due and therefore investors are subject to the credit risk of the applicable issuer. Secondary trading may be limited. There may be little or no secondary market for a particular Structured Investment. If the applicable pricing supplement so specifies, we may apply to list a Structured Investment on a securities exchange, but it is not possible to predict whether any Structured Investment will meet the listing requirements of that particular exchange, or if listed, whether any secondary market will exist. Appreciation potential or participation in the underlying asset may be limited. The terms of a Structured Investment may limit the maximum payment at maturity or the extent to which the return reflects the performance of the underlying asset. Potential loss of principal. The terms of a Structured Investment may not provide for the return of principal and an investment may result in a loss of some or all of your principal. Even where repayment of principal is provided for by the terms of the Structured Investment, it is still subject to the credit risk of the applicable issuer and the applicable issuer's ability to repay its obligations. In addition, you may receive less, and possibly significantly less, than the stated principal amount if you sell your investment prior to maturity. Structured Investments that provide for repayment of principal typically do not make periodic interest payments. Unlike ordinary debt securities, Structured Investments that provide for repayment of principal typically do not pay interest. Instead, at maturity, the investor receives the principal amount plus a supplemental redemption amount, if any, based on the performance of the underlying asset, in each case, subject to the credit risk of the applicable issuer. You may receive only the principal amount at maturity for Structured Investments that provide for repayment of principal. Because the supplemental redemption amount due at maturity on these Structured Investments may equal zero, the return on your investment (i.e., the effective yield to maturity) may be less than the amount that would be paid on an ordinary debt security. The return of only the principal amount at maturity may not compensate you for the effects of inflation or other factors relating to the value of money over time. Potential conflicts. The issuer of a Structured Investment and its affiliates may play a variety of roles in connection with the Structured Investment, including acting as calculation agent and hedging the issuer's obligations under the Structured Investment. Such activity could adversely affect the payouts to investors on Structured Investments. The aforementioned risks are not intended to be an exhaustive list of the risks associated with a particular Structured Investment offering. Before you invest in any Structured Investment, you should thoroughly review the particular investment's prospectus and related offering materials for a comprehensive description of the risks and considerations associated with the offering. This material was not prepared by the Research Departments of Morgan Stanley Smith Barney LLC, Morgan Stanley and Co. LLC, or Citigroup Global Markets Inc. and you should not regard it as a research report. Please see the offering materials for complete product disclosure including tax disclosure and related risks. November 2012

Client Strategy Guide: November 2012 Offerings Page 5 Structured Investments Spectrum Structured Investments can be divided into six broad categories, each aimed at offering structural characteristics designed to help investors pursue specific financial objectives -- Market -Linked Deposits -- FDIC Insured, Market -Linked Notes, Partial Principal at Risk Securities, Enhanced Yield, Leveraged Performance and Access. Market-Linked Deposits -- FDIC Insured combine the repayment of all [] May be appropriate for investors who do not require periodic principal at maturity, subject to applicable FDIC insurance limits and issuer interest payments, are concerned about principal at risk, and who credit risk, with the potential for capital appreciation based on the are willing to forgo some upside in exchange for the repayment of performance of an underlying asset. all principal at maturity, subject to applicable FDIC insurance limits and issuer credit risk. Market-Linked Notes combine the repayment of all principal at maturity [] May be appropriate for investors who do not require periodic subject to issuer credit risk, with the potential for capital appreciation based interest payments, are concerned about principal at risk, do not on the performance of an underlying asset. Market-Linked Notes do not require FDIC insurance on their investment, and who are willing to have the benefit of FDIC insurance. forgo some upside in exchange for the repayment of all principal at maturity, subject to issuer credit risk. Partial Principal at Risk Securities combine the repayment of some [] May be appropriate for investors who do not require periodic principal at maturity, subject to issuer credit risk, with the potential for capital interest payments, are concerned about principal at risk, do not appreciation based on the performance of an underlying asset. require FDIC insurance on their investment, and who are willing to risk a portion of their principal and forgo some upside return in exchange for the issuer's obligation to repay some principal at maturity. Enhanced Yield Investments seek to potentially generate current income [] May be appropriate for investors who are willing to forgo some or all greater than that of a direct investment in an underlying asset with the of the appreciation in the underlying asset and assume full investor accepting full exposure to the downside with limited or no downside exposure to the underlying asset in exchange for opportunity for capital appreciation. enhanced yield in the form of above-market interest payments. Leveraged Performance Investments allow investors the possibility of [] May be appropriate for investors who expect only modest changes capturing enhanced returns relative to an underlying asset's actual in the value of the underlying asset and who are willing to give up performance within a given range of performance in exchange for giving up appreciation on the underlying asset that is beyond the returns above the specified cap, in addition to accepting full downside performance range, and bear the same or similar downside risk exposure to the underlying asset. associated with owning the underlying asset. Access Investments provide exposure to a market sector, asset class, [] May be appropriate for investors interested in diversification of, and theme or investment strategy that may not be easily accessible to an exposure to, difficult to access underlying asset classes, market individual investor by means of traditional investments. sectors or investment strategies. This material was not prepared by the Research Departments of Morgan Stanley Smith Barney LLC, Morgan Stanley and Co. LLC, or Citigroup Global Markets Inc. and you should not regard it as a research report. Please see the offering materials for complete product disclosure including tax disclosure and related risks. November 2012

Client Strategy Guide: November 2012 Offerings Page 6 [Information related to offerings to be issued by issuers that are not affiliated with Morgan Stanley has been redacted] [Page left intentionally blank] This material was not prepared by the Research Departments of Morgan Stanley Smith Barney LLC, Morgan Stanley and Co. LLC, or Citigroup Global Markets Inc. and you should not regard it as a research report. Please see the offering materials for complete product disclosure including tax disclosure and related risks. November 2012

Client Strategy Guide: November 2012 Offerings Page 7 Opportunities in U.S. Equities Leveraged Performance [] PLUS(SM) based on the SandP 500([R]) Index (SPX) [] Leveraged exposure within a certain range of positive index performance and the same downside risk as a direct investment with 1-for-1 downside exposure Strategy [] May be appropriate for investors anticipating moderate appreciation of the SandP 500([R]) Overview Index and seeking enhanced returns within a certain range of positive index performance, in exchange for an appreciation potential limited by the maximum payment at maturity Risk [] All principal is at risk under the terms of the PLUS [] Full downside exposure to the SandP 500 Index Considerations [] Appreciation potential is Iimited by the maximum payment at maturity [] Does not provide for current income; no interest payments The PLUS are senior unsecured obligations of Morgan Stanley, will pay no interest, do not guarantee any return of principal at maturity and have the terms described in the accompanying product supplement for PLUS, index supplement and prospectus, as supplemented or modified by the applicable pricing supplement. At maturity, if the underlying index has appreciated in value, investors will receive the stated principal amount of their investment plus leveraged upside performance of the underlying index, subject to the maximum payment at maturity. However, if the underlying index has depreciated in value, investors will lose 1% for every 1% decline. The PLUS are for investors who seek an equity index-based return and who are willing to risk their principal and forgo current income and upside above the maximum payment at maturity in exchange for the leverage feature, which applies to a limited range of positive performance of the underlying index. Investors may lose their entire initial investment in the PLUS. The PLUS are senior notes issued as part of Morgan Stanley's Series F Global Medium -Term Notes program. All payments on the PLUS are subject to the credit risk of Morgan Stanley. Issuer Morgan Stanley Underlying Index SandP 500([R]) Index (SPX) Maturity Date December , 2013 (approximately 13 months) Leverage Factor 300% Payment at Maturity [] If the Final Index Value is greater than the Initial Index Value, $10 + Leveraged Upside Payment In no event will the Payment at Maturity exceed the Maximum Payment at Maturity. [] If the Final Index Value is less than or equal to the Initial Index Value, $10 x Index Performance Factor This amount will be less than or equal to the Stated Principal Amount of $10. Leveraged Upside Payment $10 x Leverage Factor x Index Percent Increase Index Percent Increase (Final Index Value -- Initial Index Value) / Initial Index Value Initial Index Value The closing value of the Underlying Index on the Pricing Date Final Index Value The closing value of the Underlying Index on the Valuation Date Valuation Date December , 2013, subject to adjustment for non-index business days and certain market disruption events $11.25 to $11.55 per PLUS (112.5% to 115.5% of the Stated Principal Amount) per PLUS. The actual Maximum Payment at Maturity will be determined on the Maximum Payment at Maturity Pricing Date. Index Performance Factor Final Index Value / Initial Index Value Issue Price/Stated Principal Amount $10 per PLUS Listing The PLUS will not be listed on any securities exchange. Expected Pricing Date(1) This offering is expected to close for ticketing on Thursday, November 29, 2012 (1) Expected Pricing Dates are subject to change. Due to market conditions, Morgan Stanley Wealth Management or the applicable issuer may close the deal prior to, or postpone, the Expected Pricing Date. Some terms are subject to change. Terms will be fixed on the pricing date for the investment. This material was not prepared by the Research Departments of Morgan Stanley Smith Barney LLC, Morgan Stanley and Co. LLC, or Citigroup Global Markets Inc. and you should not regard it as a research report. Please see the offering materials for complete product disclosure including tax disclosure and related risks. November 2012

Client Strategy Guide: November 2012 Offerings Page 8 [Page left intentionally blank] This material was not prepared by the Research Departments of Morgan Stanley Smith Barney LLC, Morgan Stanley and Co. LLC, or Citigroup Global Markets Inc. and you should not regard it as a research report. Please see the offering materials for complete product disclosure including tax disclosure and related risks. November 2012

Client Strategy Guide: November 2012 Offerings Page 9 Opportunities in U.S. Equities Enhanced Yield [] Contingent Income Auto-Callable Securities with Step-Up Redemption Threshold Level Feature based on United Technologies Corporation (UTX) [] Potential yield enhancement strategy for investors with a range-bound view on United Technologies Corporation [] Opportunity to receive a contingent quarterly coupon, provided that the underlying stock closes at or above the predetermined downside threshold level on the related determination date Strategy [] The securities will be automatically redeemed for par plus the contingent coupon payment if, on any Overview determination date, the closing price of the underlying stock is at or above the then applicable redemption threshold level [] The securities provide repayment of principal at maturity but only if the underlying stock closes at or above the predetermined downside threshold level on the final determination date [] All principal is at risk under the terms of the securities [] Investors will not participate in any appreciation of the underlying stock and the return on the securities will be limited to the contingent quarterly coupons earned during the term of the securities Risk Considerations [] Contingent quarterly payments may be zero for some or all quarterly periods [] The redemption threshold level increases progressively over the term of the securities [] Even if the closing price of the underlying stock appreciates over the term of the securities, it may not appreciate sufficiently for the securities to be redeemed early [] All payments are subject to the credit risk of the issuer Contingent Income Auto-Callable Securities do not guarantee the payment of interest or the repayment of principal. Instead, the securities offer the opportunity for investors to earn a contingent quarterly payment equal to 2.0% to 2.5% of the stated principal amount, but only with respect to each determination date on which the closing price of the underlying stock is greater than or equal to 75% of the initial share price, which we refer to as the downside threshold level. In addition, if the closing price of the underlying stock is greater than or equal to the then applicable redemption threshold level (which will be equal to a percentage of the initial share price that increases progressively over the term of the securities, starting at 105% of the initial share price for the first four determination dates) on any determination date, the securities will be automatically redeemed for an amount per security equal to the stated principal amount and the contingent quarterly payment. However, if the securities are not automatically redeemed prior to maturity, the payment at maturity due on the securities will be either (i) the stated principal amount and any contingent quarterly payment or (ii) a number of shares of the underlying stock, or at our option the cash value thereof, that will be significantly less than the principal amount of the securities if the closing price of the underlying stock is below the downside threshold level on the final determination date. Moreover, if, on any determination date, the closing price of the underlying stock is less than the downside threshold level, you will not receive any contingent quarterly payment for hat quarterly period. As a result, investors must be willing to accept the risk of not receiving any contingent quarterly payment and also the risk of receiving shares of the underlying stock, or the cash value thereof, that are worth significantly less than the stated principal amount of the securities and could be zero. Accordingly, investors could lose their entire initial investment in the securities. Investors will not participate in any appreciation of the underlying stock. The securities are senior unsecured obligations of Morgan Stanley, issued as part of Morgan Stanley's Series F Global Medium -Term Notes program. All payments on the securities are subject to the credit risk of Morgan Stanley. Issuer Morgan Stanley Underlying Stock United Technologies Corporation (UTX) common stock Maturity Date November , 2015 (approximately 3 years) Early Redemption If, on any of the first eleven Determination Dates, the Determination Closing Price of the Underlying Stock is greater than or equal to the then applicable Redemption Threshold Level, the securities will be automatically redeemed for an Early Redemption Payment on the third business day following the related Determination Date. Determination Dates: Applicable Redemption Threshold Level: Redemption Threshold Levels 1, 2, 3 and 4 105% of the Initial Share Price 5, 6, 7 and 8 110% of the Initial Share Price 9, 10 and 11 115% of the Initial Share Price Early Redemption Payment The Early Redemption Payment will be an amount equal to (i) the Stated Principal Amount plus (ii) the Contingent Quarterly Payment with respect to the related Determination Date. Determination Closing Price The closing price of the Underlying Stock on any Determination Date other than the Final Determination Date times the Adjustment Factor on such Determination Date [] If, on any Determination Date, the Determination Closing Price or the Final Share Price, as applicable, is greater than or equal to the Downside Threshold Level, the issuer will pay a Contingent Quarterly Contingent Quarterly Payment Payment of $0.20 to $0.25 (2.0% to 2.5% of the Stated Principal Amount) per security on the related Contingent Payment Date. The actual Contingent Quarterly Payment will be determined on the Pricing Date. [] If, on any Determination Date, the Determination Closing Price or the Final Share Price, as applicable, is less than the Downside Threshold Level, no Contingent Quarterly Payment will be made with respect to that Determination Date. Determination Dates February , 2013, May , 2013, August , 2013, November , 2013, February , 2014, May , 2014, August , 2014, November , 2014, February , 2015, May , 2015, August , 2015 and November , 2015, subject to postponement for non-trading days and certain market disruption events. October , 2013 is also referred to as the Final Determination Date. Contingent Payment Dates With respect to each Determination Date other than the Final Determination Date, the third business day after the related Determination Date. The payment of the Contingent Quarterly Payment, if any, with respect to the Final Determination Date will be made on the Maturity Date. [] If the Final Share Price is greater than or equal to the Downside Threshold Level: (i) the Stated Principal Amount plus (ii) the Contingent Quarterly Payment with respect to the Final Determination Date Payment at Maturity [] If the Final Share Price is less than the Downside Threshold Level: (i) a number of shares of the Underlying Stock equal to the product of the Exchange Ratio and the Adjustment Factor, each as of the Final Determination Date, or (ii) at the issuer's option, the cash value of such shares as of the Final Determination Date Initial Share Price The closing price of the Underlying Stock on the Pricing Date Final Share Price The closing price of the Underlying Stock on the Final Determination Date times the Adjustment Factor on such date Exchange Ratio The Stated Principal Amount divided by the Initial Share Price Adjustment Factor 1.0, subject to adjustment in the event of certain corporate events affecting the Underlying Stock Downside Threshold Level 75% of the Initial Share Price Issue Price/Stated Principal Amount $10 per security Listing The securities will not be listed on any securities exchange. Expected Pricing Date(1) This offering is expected to close for ticketing on Thursday, November 29, 2012 (1) Expected Pricing Dates are subject to change. Due to market conditions, Morgan Stanley Wealth Management or the applicable issuer may close the deal prior to, or postpone, the Expected Pricing Date. Some terms are subject to change. Terms will be fixed on the pricing date for the investment. This material was not prepared by the Research Departments of Morgan Stanley Smith Barney LLC, Morgan Stanley and Co. LLC, or Citigroup Global Markets Inc. and you should not regard it as a research report. Please see the offering materials for complete product disclosure including tax disclosure and related risks. November 2012

Client Strategy Guide: November 2012 Offerings Page 10 [Page left intentionally blank] This material was not prepared by the Research Departments of Morgan Stanley Smith Barney LLC, Morgan Stanley and Co. LLC, or Citigroup Global Markets Inc. and you should not regard it as a research report. Please see the offering materials for complete product disclosure including tax disclosure and related risks. November 2012

Client Strategy Guide: November 2012 Offerings Page 11 Opportunities in U.S. Equities Leveraged Performance [] PLUS(SM) based on the Morgan Stanley Mega 30 Index (Price Return) (MSUSMEGA) [] Gain exposure to large capitalization U.S. stocks as measured by the underlying index with the same downside risk as a direct investment with 1 for 1 downside exposure Strategy [] Enhance returns and potentially outperform the underlying index in a moderately Overview bullish scenario [] Achieve similar levels of upside exposure to the underlying index as a direct investment, subject to the maximum payment at maturity, while using fewer dollars by taking advantage of the leverage factor [] All principal is at risk under the terms of the PLUS [] Full downside exposure to the Morgan Stanley Mega 30 Index (Price Return) [] Appreciation potential is Iimited by the maximum payment at maturity Risk [] The underlying index is composed of 30 stocks and has a concentration in Considerations companies with large market capitalization [] The underlying index embodies certain risks as outlined under "Risk Factors" in the applicable pricing supplement, including the risk that the underlying index has a limited history [] Does not provide for current income; no interest payments The PLUS are senior unsecured obligations of Morgan Stanley, will pay no interest, do not guarantee any return of principal at maturity and have the terms described in the accompanying product supplement for PLUS and prospectus, as supplemented or modified by the applicable pricing supplement. At maturity, if the Morgan Stanley Mega 30 Index (Price Return) (the "underlying index") has appreciated in value, investors will receive the stated principal amount of their investment plus leveraged upside performance of the underlying index, subject to the maximum payment at maturity. However, if the underlying index has depreciated in value, investors will lose 1% for every 1% decline. The Morgan Stanley Mega 30 Index (Price Return) is a rules-based equity index designed by Morgan Stanley and Co. LLC in September 2012 to reflect the performance of the 30 U.S.-based companies with the largest market capitalization. The underlying index consists of the 30 stocks of U.S.-based and listed companies included in one or more U.S. benchmark equity indices with the largest market capitalization as determined on a quarterly basis. The underlying index is a price-return index and thus does not take into account any ordinary dividends paid on the index components. For more information, see "Underlying Index" beginning on page 8 of this document. The PLUS are for investors who seek exposure to large capitalization U.S. stocks as measured by the underlying index and who are willing to risk their principal and forgo current income and upside above the maximum payment at maturity in exchange for the leverage feature, which applies to a limited range of positive performance of the underlying index. Investors may lose their entire initial investment in the PLUS. The PLUS are senior notes issued as part of Morgan Stanley's Series F Global Medium -Term Notes program. All payments on the PLUS are subject to the credit risk of Morgan Stanley. Issuer Morgan Stanley Underlying Index Morgan Stanley Mega 30 Index (Price Return) (MSUSMEGA) Maturity Date November , 2014 (approximately 2 years) Leverage Factor 200% Payment at Maturity [] If the Final Index Value is greater than the Initial Index Value, $10 + Leveraged Upside Payment In no event will the Payment at Maturity exceed the Maximum Payment at Maturity. [] If the Final Index Value is less than or equal to the Initial Index Value, $10 x Index Performance Factor This amount will be less than or equal to the Stated Principal Amount of $10. Leveraged Upside Payment $10 x Leverage Factor x Index Percent Increase Index Percent Increase (Final Index Value -- Initial Index Value) / Initial Index Value Initial Index Value The closing value of the Underlying Index on the Pricing Date Final Index Value The closing value of the Underlying Index on the Valuation Date Valuation Date November , 2014, subject to adjustment for non-index business days and certain market disruption events Maximum Payment at Maturity $12.00 to $12.20 per PLUS (120% to 122% of the Stated Principal Amount) per PLUS. The actual Maximum Payment at Maturity will be determined on the Pricing Date. Index Performance Factor Final Index Value / Initial Index Value Issue Price/Stated Principal Amount $10 per PLUS Listing The PLUS will not be listed on any securities exchange. Expected Pricing Date(1) This offering is expected to close for ticketing on Thursday, November 29, 2012 (1) Expected Pricing Dates are subject to change. Due to market conditions, Morgan Stanley Wealth Management or the applicable issuer may close the deal prior to, or postpone, the Expected Pricing Date. Some terms are subject to change. Terms will be fixed on the pricing date for the investment. This material was not prepared by the Research Departments of Morgan Stanley Smith Barney LLC, Morgan Stanley and Co. LLC, or Citigroup Global Markets Inc. and you should not regard it as a research report. Please see the offering materials for complete product disclosure including tax disclosure and related risks. November 2012

Client Strategy Guide: November 2012 Offerings Page 12 Opportunities in U.S. Equities Leveraged Performance [] Dual Directional Trigger PLUS(SM) based on the PHLX Oil Service Sector (SM) Index (OSX) [] Capped leveraged exposure to and limited protection against negative performance of the underlying index [] Leverage feature only applies if the underlying index appreciates Strategy [] Unleveraged positive return for a certain range of negative performance of the underlying index from the pricing date to the valuation date only if the underlying index closes at or above the specified trigger Overview level on the valuation date [] May be appropriate for investors who wish to outperform the underlying index in a moderately bullish or moderately bearish scenario [] Provides an unleveraged positive return for a limited range of negative performance [] All principal is at risk under the terms of the Dual Directional Trigger PLUS [] Full downside exposure to the underlying index without buffer if the underlying index closes below the trigger level on the valuation date Risk [] Appreciation potential is limited by the maximum leveraged upside payment Considerations [] Does not provide for current income; no interest payments [] The underlying index is subject to increased volatility as it tracks solely the oil services industry and is highly susceptible to adverse economic market, political or regulatory occurrences affecting that industry The Dual Directional Trigger PLUS, or "Trigger PLUS," are senior unsecured obligations of Morgan Stanley, will pay no interest, do not guarantee any return of principal at maturity and have the terms described in the accompanying product supplement for PLUS, index supplement and prospectus, as supplemented or modified by the applicable pricing supplement. At maturity, if the PHLX Oil Service Sector(SM) Index, which we refer to as the underlying index, has appreciated in value, investors will receive the stated principal amount of their investment plus leveraged upside performance of the underlying index, which is subject to the maximum leveraged upside payment. If the underlying index has depreciated in value but by no more than 20%, investors will receive the stated principal amount of their investment plus an unleveraged positive return equal to the absolute value of the percentage decline, which will effectively be limited to a positive 20% return. However, if the underlying index has depreciated by more than 20% in value, investors will be negatively exposed to the full amount of the percentage decline in the underlying index and will lose 1% of the stated principal amount for every 1% of decline, without any buffer. The Trigger PLUS are for investors who seek an equity index-based return and who are willing to risk their principal and forgo current income and upside above the maximum leveraged upside payment in exchange for the leverage and absolute return features that in each case apply to a limited range of performance of the underlying index. Investors may lose their entire initial investment in the Trigger PLUS. The Trigger PLUS are senior notes issued as part of Morgan Stanley's Series F Global Medium -Term Notes program. All payments on the Trigger PLUS are subject to the credit risk of Morgan Stanley. The Trigger PLUS differ from the PLUS described in the accompanying product supplement for PLUS in that the Trigger PLUS offer the potential for a positive return at maturity if the underlying index depreciates by up to 20%. The Trigger PLUS are not the Buffered PLUS described in the accompanying product supplement for PLUS. Unlike the Buffered PLUS, the Trigger PLUS do not provide any protection if the underlying index depreciates by more than 20%. Issuer Morgan Stanley Underlying Index PHLX Oil Service Sector(SM) Index (OSX) Maturity Date November , 2014 (approximately 2 years) Leverage Factor 150% Trigger Level 80% of the Initial Index Level Payment at Maturity [] If the Final Index Level is greater than the Initial Index Level: $10 + Leveraged Upside Payment In no event will this amount exceed the Stated Principal Amount plus the Maximum Leveraged Upside Payment. [] If the Final Index Level is less than or equal to the Initial Index Level but greater than or equal to the Trigger Level: $10 + ($10 x Absolute Index Return) In this scenario, you will receive a 1% positive return on the Trigger PLUS for each 1% negative return on the Underlying Index. In no event will this amount exceed the Stated Principal Amount plus $2.00. [] If the Final Index Level is less than the Trigger Level: $10 x Index Performance Factor This amount will be less than the Stated Principal Amount of $10, and will represent a loss of at least 20%, and possibly all, of your investment. Leveraged Upside Payment $10 x Leverage Factor x Absolute Index Return Index Percent Change (Final Index Level -- Initial Index Level) / Initial Index Level Absolute Index Return The absolute value of the Index Percent Change. For example, a --5% Index Percent Change will result in a +5% Absolute Index Return. Initial Index Level The closing value of the Underlying Index on the Pricing Date Final Index Level The closing value of the Underlying Index on the Valuation Date Valuation Date November , 2014, subject to postponement for non-index business days and certain market disruption events Index Performance Factor Final Index Level / Initial Index Level Maximum Leveraged Upside Payment $2.35 to $2.65 per Trigger PLUS (23.5% to 26.5% of the Stated Principal Amount). The actual Maximum Leveraged Upside Payment will be determined on the Pricing Date. Issue Price/Stated Principal Amount $10 per Trigger PLUS Listing The Trigger PLUS will not be listed on any securities exchange. Expected Pricing Date(1) This offering is expected to close for ticketing on Thursday, November 29, 2012 (1) Expected Pricing Dates are subject to change. Due to market conditions, Morgan Stanley Wealth Management or the applicable issuer may close the deal prior to, or postpone, the Expected Pricing Date. Some terms are subject to change. Terms will be fixed on the pricing date for the investment. This material was not prepared by the Research Departments of Morgan Stanley Smith Barney LLC, Morgan Stanley and Co. LLC, or Citigroup Global Markets Inc. and you should not regard it as a research report. Please see the offering materials for complete product disclosure including tax disclosure and related risks. November 2012

Client Strategy Guide: November 2012 Offerings Page 13 Opportunities in International Equities Leveraged Performance [] Trigger Jump Securities based on the EURO STOXX 50([R]) Index (SX5E) [] Offers an alternative to direct exposure to the underlying index that provides a minimum positive return of 24% to 29% (to be determined on the pricing date) if the underlying index has appreciated at all as of the valuation date and offers an uncapped 1 to 1 participation in the underlying index appreciation of Strategy greater than 24% to 29% Overview [] Enhances returns and potentially outperform the underlying index in a moderately bullish scenario [] Provides limited protection against the loss of principal in the event of a decline of the underlying index as of the valuation date, but only if the final index value is greater than or equal to the downside threshold [] All principal is at risk under the terms of the Trigger Jump Securities [] Full downside exposure to the negative performance of the underlying index if the underlying index closes below the downside threshold on the valuation date Risk Considerations [] Appreciation potential is limited to the fixed upside payment at maturity [] Does not provide for current income; no interest payments [] Risks associated with investments in securities linked to the value of foreign equity securities The Trigger Jump Securities, which we refer to as the securities, are senior unsecured obligations of Morgan Stanley, will pay no interest, do not guarantee the return of any of the principal at maturity and have the terms described in the accompanying product supplement for Jump Securities, index supplement and prospectus, as supplemented and modified by this pricing supplement. If the underlying index appreciates at all as of the valuation date, you will receive for each security that you hold at maturity a minimum of $2.40 to $2.90 per security in addition to the stated principal amount. If the underlying index appreciates by more than 24% to 29% as of the valuation date, you will receive for each security that you hold at maturity the stated principal amount plus an amount based on the percentage increase of the underlying index. However, if the underlying index declines in value by more than 35% as of the valuation date from its initial value, the payment due at maturity will be less than the stated principal amount of the securities by an amount that is proportionate to the percentage decrease in the final index value from the initial index value. This amount will be less than $6.50 and could be zero. Accordingly, you may lose your entire initial investment in the securities. The securities are for investors who seek an equity index-based return and who are willing to risk their principal and forgo current income in exchange for the upside payment feature that applies to a limited range of the performance of the underlying index. The securities are senior notes issued as part of Morgan Stanley's Series F Global Medium -Term Notes Program. All payments on the securities are subject to the credit risk of Morgan tanley. Issuer Morgan Stanley Underlying Index EURO STOXX 50([R]) Index (SX5E) Maturity Date November , 2015 (approximately 3 years) Payment at Maturity [] If the Final Index Value is greater than the Initial Index Value: $10 + the greater of (i) $10 [] the Index Percent Change and (ii) the Upside Payment [] If the Final Index Value is less than or equal to the Initial Index Value but greater than or equal to the Downside Threshold, meaning the value of the Underlying Index has remained unchanged or has declined by no more than 35% from the Initial Index Value: $10 [] If the Final Index Value is less than the Downside Threshold, meaning the value of the Underlying Index has declined by more than 35% from the Initial Index Value: $10 x the Index Performance Factor This amount will be less than the Stated Principal Amount of $10, and will represent a loss of at least 35%, and possibly all, of your investment. Upside Payment $2.40 to $2.90 per security (24% to 29%of the Stated Principal Amount), to be determined on the Pricing Date Downside Threshold 65% of the Initial Index Value Index Percent Change (Final Index Value -- Initial Index Value) / Initial Index Value Index Performance Factor Final Index Value / Initial Index Value Initial Index Value The closing value of the Underlying Index on the Pricing Date Final Index Value The closing value of the Underlying Index on the Valuation Date Valuation Date November , 2015, subject to postponement for non-index business days and certain market disruption events Issue Price/Stated Principal Amount $10 per security Listing The securities will not be listed on any securities exchange. Expected Pricing Date(1) This offering is expected to close for ticketing on Thursday, November 29, 2012 (1) Expected Pricing Dates are subject to change. Due to market conditions, Morgan Stanley Wealth Management or the applicable issuer may close the deal prior to, or postpone, the Expected Pricing Date. Some terms are subject to change. Terms will be fixed on the pricing date for the investment. This material was not prepared by the Research Departments of Morgan Stanley Smith Barney LLC, Morgan Stanley and Co. LLC, or Citigroup Global Markets Inc. and you should not regard it as a research report. Please see the offering materials for complete product disclosure including tax disclosure and related risks. November 2012

Client Strategy Guide: November 2012 Offerings Page 14 [Page left intentionally blank] This material was not prepared by the Research Departments of Morgan Stanley Smith Barney LLC, Morgan Stanley and Co. LLC, or Citigroup Global Markets Inc. and you should not regard it as a research report. Please see the offering materials for complete product disclosure including tax disclosure and related risks. November 2012

Client Strategy Guide: November 2012 Offerings Page 15 [Page left intentionally blank] This material was not prepared by the Research Departments of Morgan Stanley Smith Barney LLC, Morgan Stanley and Co. LLC, or Citigroup Global Markets Inc. and you should not regard it as a research report. Please see the offering materials for complete product disclosure including tax disclosure and related risks. November 2012

Client Strategy Guide: November 2012 Offerings Page 16 Selected Risks and Considerations An investment in Structured Investments involves a variety of risks. Structured Investments may be linked to a wide variety of underlying assets, and each underlying asset will have its own unique set of risks and considerations. For example, some underlying assets have significantly higher volatility than others. Before you invest in any Structured Investment, you should thoroughly review the relevant prospectus and related offering materials for a comprehensive description of the risks associated with the Structured Investment, including the risks related to the underlying asset(s) to which the Structured Investment is linked. The following are general risks applicable to most types of Structured Investments: Issuer Credit Risk All payments on Structured Investments are subject to the credit risk of the applicable issuer. Any payments of interest or payments at maturity on a Structured Investment are subject to the credit risk of the applicable issuer and the issuer's credit ratings and credit spreads may adversely affect the market value of the Structured Investment. Investors are dependent on the applicable issuer's ability to pay periodic interest payments, if any, and all amounts due on the Structured Investment at maturity and therefore investors are subject to the credit risk of the applicable issuer and to changes in the market's view of the applicable issuer's credit risk. If the applicable issuer defaults on its obligations under the Structured Investment, the investor's investment would be at risk and an investor could lose some or all of its investment. Any decline in the applicable issuer's credit ratings or increase in the credit spreads charged by the market for taking credit risk of the issuer is likely to adversely affect the value of the Structured Investment. Furthermore, unless issued as market -linked certificate of deposit, Structured Investments 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. Market Risk The price at which a particular Structured Investment may be sold prior to maturity will depend on a number of factors and may be substantially less than the amount for which they were originally purchased. Some of these factors include, but are not limited to: (i) changes in the level of the underlying asset or reference index, (ii) volatility of the underlying asset or reference index, (iii) changes in interest rates, (iv) any actual or anticipated changes in the credit ratings of the applicable issuer or credit spreads charged by the market for taking the issuer's credit risk and (v) the time remaining to maturity. In addition, we expect that the secondary market prices of a Structured Investment will be adversely affected by the fact that the issue price of the securities includes the agent's commissions and expected profit. You may receive less, and possibly significantly less, than the stated principal amount if you sell your investments prior to maturity. Liquidity Risk There may be little or no secondary market for a particular Structured Investment and you should be prepared to hold your investments until maturity. If the applicable pricing supplement so specifies, we may apply to list a particular Structured Investment on a securities exchange, but it is not possible to predict whether any Structured Investment will meet the listing requirements of that particular exchange, or if listed, whether any secondary market will exist. Therefore, there may be little or no secondary market for Structured Investments. Issuers may, but are not obligated to, make a market in the Structured Investments. Even if there is a secondary market for a particular Structured Investment, it may not provide enough liquidity to allow you to trade or sell your Structured Investment easily. Because it is not expected that other broker-dealers will participate significantly in the secondary market for Structured Investments, the price at which you may be able to trade a Structured Investment is likely to depend on the price, if any, at which Morgan Stanley Wealth Management or another broker-dealer affiliated with the particular issuer of the security is willing to transact. If at any time Morgan Stanley Wealth Management or any other broker dealer were not to make a market in Structured Investments, it is likely that there would be no secondary market for Structured Investments. Past Performance Not Indicative of Future Results The historical performance of an underlying asset or reference index is not an indication of future performance. Historical performance of an underlying asset or reference index to which a specific Structured Investment is linked should not be taken as an indication of the future performance of the underlying asset or reference index during the term of the Structured Investment. Changes in the levels of the underlying asset or reference index will affect the trading price of the Structured Investment, but it is impossible to predict whether such levels will rise or fall. This material was not prepared by the Research Departments of Morgan Stanley Smith Barney LLC, Morgan Stanley and Co. LLC, or Citigroup Global Markets Inc. and you should not regard it as a research report. Please see the offering materials for complete product disclosure including tax disclosure and related risks. November 2012

Client Strategy Guide: November 2012 Offerings Page 17 Conflicts of Interest The applicable issuer, its affiliates, Morgan Stanley Wealth Management and/or its affiliates may be market participants. The applicable issuer, one or more of its affiliates or Morgan Stanley Wealth Management or its affiliates may, currently or in the future, publish research reports with respect to movements in the underlying asset to which any specific Structured Investment is linked. Such research is modified from time to time without notice and may express opinions or provide recommendations that are inconsistent with purchasing or holding a specific Structured Investment or Structured Investments generally. Any of these activities could affect the market value of a specific Structured Investment or Structured Investments generally. In most Structured Investments, an affiliate of Morgan Stanley or the applicable issuer is designated to act as calculation agent to calculate the periodic interest or payment at maturity due on the Structured Investment. Any determinations made by the calculation agent may affect the payout to investors. Hedging and Trading Activity Hedging and trading activity by the issuer and its subsidiaries and affiliates could potentially adversely affect the value of the Structured Investments. We expect that the calculation agent and its affiliates for a particular Structured Investment will carry out hedging activities related to that Structured Investment, including trading in the underlying asset, as well as in other instruments related to the underlying asset. The issuer's subsidiaries and affiliates may also trade in the underlying asset and other instruments related to the underlying asset on a regular basis as part of their general broker-dealer and other businesses. Any of these hedging or trading activities on or prior to the pricing date and during the term of the Structured Investment could adversely affect the value of the underlying asset, and, accordingly, the payout to investors. Commissions and Hedging Profits The inclusion of commissions and projected profit from hedging in the original issue price is likely to adversely affect secondary market prices of Structured Investments. Assuming no change in market conditions or any other relevant factors, the price, if any, at which any dealer is willing to purchase Structured Investments in secondary market transactions will likely be lower than the original issue price, since the original issue price includes, and secondary market prices are likely to exclude, commissions paid with respect to the Structured Investments, as well as the cost of hedging the applicable issuer's obligations under the Structured Investments. The cost of hedging includes the projected profit that the calculation agent and its affiliates may realize in consideration for assuming the risks inherent in managing the hedging transactions. In addition, any secondary market prices may differ from values determined by pricing models used by the dealer as a result of dealer discounts, mark-ups or other transaction costs. With respect to any MLD offering, you can only count on FDIC insurance to cover the deposit amount of each MLD and, if applicable, the minimum index interest. In the event that FDIC insurance payments become necessary for the MLDs prior to the maturity date, the FDIC is only required to pay the Deposit Amount of the MLDs together with any accrued minimum index interest, if any, as prescribed by law, and subject to the applicable FDIC insurance limits. FDIC insurance is not available for any index interest if the applicable issuer fails prior to the maturity date, in the case of the MLDs. FDIC insurance is also not available for any secondary market premium paid by a depositor above the principal amount of an MLD. Except to the extent insured by the FDIC, the MLDs are not otherwise insured by any governmental agency or instrumentality or any other person. This material was not prepared by the Research Departments of Morgan Stanley Smith Barney LLC, Morgan Stanley and Co. LLC, or Citigroup Global Markets Inc. and you should not regard it as a research report. Please see the offering materials for complete product disclosure including tax disclosure and related risks. November 2012

Client Strategy Guide: November 2012 Offerings Page 18 IMPORTANT INFORMATION AND QUALIFICATIONS: This material was prepared by sales, trading or other non-research personnel of Morgan Stanley Smith Barney LLC (together with its affiliates hereinafter, "Morgan Stanley Wealth Management," or "the firm"). Morgan Stanley Wealth Management was formed pursuant to a Joint Venture between Citigroup Inc. and Morgan Stanley and Co. LLC ("Morgan Stanley and Co."). This material was not produced by a research analyst of Morgan Stanley and Co., Citigroup Global Markets Inc., ("Citigroup") or Morgan Stanley Wealth Management, although it may refer to a Morgan Stanley and Co., Citigroup, or Morgan Stanley Wealth Management research analyst or report. Unless otherwise indicated, these views (if any) are the author's and may differ from those of the aforementioned research departments or others in the firms. We remind investors that these investments are subject to market risk and will fluctuate in value. The investments discussed or recommended in this communication may be unsuitable for investors depending upon their specific investment objectives and financial position. No representation or warranty is made that any returns indicated will be achieved. Potential investors should be aware that certain legal, accounting and tax restrictions, margin requirements, commissions and other transaction costs may significantly affect the economic consequences of the transactions discussed herein. The information and analyses contained herein are not intended as tax, legal or investment advice and may not be suitable for your specific circumstances. These materials may not be distributed in any jurisdiction where it is unlawful to do so. The products described in this communication may not be marketed or sold or be available for offer or sale in a number of jurisdictions where it is unlawful to do so. This publication is disseminated in Japan by Morgan Stanley Japan Limited; in Hong Kong by Morgan Stanley Asia Limited; in Singapore by Morgan Stanley Asia (Singapore) Pte., regulated by the Monetary Authority of Singapore, which accepts responsibility for its contents; in Australia by Morgan Stanley Australia Limited A.B.N. 67 003 734 576, a licensed dealer, which accepts responsibility for its contents; in Canada by Morgan Stanley Canada Limited, which has approved of, and has agreed to take responsibility for, the contents of this publication in Canada; in Spain by Morgan Stanley, S.V., S.A., a Morgan Stanley group company, which is supervised by the Spanish Securities Markets Commission (CNMV) and states that this document has been written and distributed in accordance with the rules of conduct applicable to financial research as established under Spanish regulations; in the United States by Morgan Stanley and Co. LLC, which accepts responsibility for its contents; and in the United Kingdom, this publication is approved by Morgan Stanley and Co. International PLC, solely for the purposes of section 21 of the Financial Services and Markets Act 2000 and is distributed in the European Union by Morgan Stanley and Co. International PLC, except as provided above. Private U.K. investors should obtain the advice of their Morgan Stanley and Co. International PLC representative about the investments concerned. In Australia, this publication, and any access to it, is intended only for "wholesale clients" within the meaning of the Australian Corporations Act. Third-party data providers make no warranties or representations of any kind relating to the accuracy, completeness, or timeliness of the data they provide and shall not have liability for any damages of any kind relating to such data. Any estimates, projections or predictions (including in tabular form) given in this communication are intended to be forward -looking statements. Although Morgan Stanley believes that the expectations in such forward -looking statement are reasonable, it can give no assurance that any forward -looking statements will prove to be correct. Such estimates are subject to actual known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those projected. These forward -looking statements speak only as of the date of this communication. Morgan Stanley expressly disclaims any obligation or undertaking to update or revise any forward -looking statement contained herein to reflect any change in its expectations or any change in circumstances upon which such statement is based. Prices indicated are Morgan Stanley offer prices at the close of the date indicated. Actual transactions at these prices may not have been effected. The trademarks and service marks contained herein are the property of their respective owners. Additional information on recommended securities discussed herein is available on request. This communication or any portion hereof, may not be reprinted, resold or redistributed without the prior written consent of Morgan Stanley. "PLUS(SM)" is a service mark of Morgan Stanley. "Standard and Poor's([R])," "SandP([R])" and "SandP 500([R])" are trademarks of Standard and Poor's Financial Services LLC ("SandP") and have been licensed for use. The securities are not sponsored, endorsed, sold or promoted by SandP, and SandP makes no representation regarding the advisability of investing in the securities. "EURO STOXX 50([R])" and "STOXX ([R])" are registered trademarks of STOXX Limited and have been licensed for use for certain purposes by Morgan Stanley. "PHLX Oil Service Sector(SM)" and "OSX(SM)" are registered service marks of the NASDAQ OMX Group, Inc. and have been licensed for use. [C] 2012 Morgan Stanley Smith Barney LLC. Member SIPC. 10/12 This material was not prepared by the Research Departments of Morgan Stanley Smith Barney LLC, Morgan Stanley and Co. LLC, or Citigroup Global Markets Inc. and you should not regard it as a research report. Please see the offering materials for complete product disclosure including tax disclosure and related risks. November 2012