MORGAN STANLEY — Capital/Financing Update 2016

May 6, 2016

May 2016

Preliminary Pricing Supplement No. 917

Registration Statement Nos. 333-200365; 333-200365-12

Dated May 5, 2016

Filed pursuant to Rule 424(b)(2)

M organ S tanley F inance LLC

Structured Investments

Opportunities in International Equities

Trigger Income Lock-in Securities Based on the Value of the EURO STOXX 50 ® Index due May 28, 2021

Fully and Unconditionally Guaranteed by Morgan Stanley

Principal at Risk Securities

The Trigger Income Lock-in Securities Based on the Value of the EURO STOXX 50 ® Index due May 28, 2021, which we refer to as the securities, are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. Unlike ordinary debt securities, the securities do not provide for the regular payment of interest or guarantee the return of any principal at maturity. Instead, payments on the securities will be based, in part, on whether or not a “lock-in event” has occurred, as follows: on each semi-annual observation date, the index closing value of the underlying index will be observed, and, if the index closing value of the underlying index is at or above 115% of the initial index value, which we refer to as the lock-in level, a lock-in event will have occurred. If a lock-in event has occurred on any of the semi-annual observation dates, investors will receive contingent semi-annual coupons with respect to every subsequent observation date throughout the term of the securities (plus any contingent semi-annual coupon(s) with respect to any prior observation date(s) for which a contingent semi-annual coupon was not paid), and the payment at maturity will equal the stated principal amount plus the contingent semi-annual coupon relating to the final observation date, regardless of the subsequent performance of the underlying index. If a lock-in event has not occurred, the securities will pay a contingent semi-annual coupon but only if the index closing value of the underlying index on the related observation date is at or above the initial index value . If a lock-in event has not occurred and the index closing value is less than the initial index value on any observation date, you will not receive any contingent semi-annual coupon for that semi-annual period. As a result, investors must be willing to accept the risk of not receiving any contingent semi-annual coupons during the entire five-year term of the securities. At maturity, if a lock-in event has not occurred and the final index value is greater than or equal to 65% of the initial index value, which we refer to as the downside threshold level, investors will receive the stated principal amount of the securities and, if the final index value is also greater than or equal to the initial index value, the contingent semi-annual coupon with respect to the final observation date. However, if a lock-in event has not occurred and the final index value is less than the downside threshold level, investors will be fully exposed to the decline in the value of the EURO STOXX 50 ® Index over the term of the securities, and the payment at maturity will be less than 65% of the stated principal amount of the securities and could be zero. Accordingly, investors may lose up to their entire initial investment in the securities. Investors will not participate in any appreciation of the EURO STOXX 50 ® Index. These long-dated securities are for investors who seek an opportunity to earn interest at a potentially above-market rate in exchange for the risk of losing their principal and the risk of receiving no contingent semi-annual coupons when the EURO STOXX 50 ® Index on the related observation date closes below the initial index value (if a lock-in event has not occurred). The securities are securities issued as part of MSFL’s Series A Global Medium-Term Notes program.

All payments are subject to our credit risk If we default on our obligations, you could lose some or all of your investment. These securities are not secured obligations and you will not have any security interest in, or otherwise have any access to, any underlying reference asset or assets.

SUMMARY TERMS — Issuer:	Morgan Stanley Finance LLC
Guarantor:	Morgan Stanley
Underlying
index:	EURO STOXX 50 ® Index (the “SX5E Index”)
Aggregate principal amount:	$
Stated
principal amount:	$1,000 per security
Issue
price:	$1,000 per security (see “Commissions and issue price” below)
Pricing
date:	May 25, 2016
Original
issue date:	May 31, 2016 (3 business days after the pricing date)
Maturity
date:	May 28, 2021
Lock-in
event:	With respect to each semi-annual observation date, if the index closing value
on such date is greater than or equal to the lock-in level, a lock-in event will have occurred.
Lock-in
level:	,
which is equal to 115% of the initial index value
Contingent semi-annual coupon:	· If
a lock-in event has occurred on any observation date, we will pay on each subsequent contingent coupon payment
date a semi-annual coupon at an annual rate of 6% (corresponding to approximately $30 per semi-annual period per security),
regardless of the subsequent performance of the underlying index . For the observation date on which the lock-in
event first occurs, we will also pay any contingent semi-annual coupon(s) with respect to any prior observation
date(s) for which a contingent semi-annual coupon was not paid. · If
a lock-in event has not occurred on any observation date: o the
index closing value on the relevant observation date is greater than or equal to the initial index value, we will
pay a contingent semi-annual coupon at an annual rate of 6% (corresponding to approximately $30 per semi-annual period
per security) on the related contingent coupon payment date. o If
the index closing value on the relevant observation date is less than the initial index value, no contingent semi-annual
coupon will be paid with respect to that observation date.
Payment
at maturity:	At maturity,
your payment per security will vary depending on whether or not a lock-in event has occurred, as follows: · if
a lock-in event has occurred on any of the observation dates , your payment at maturity will equal $1,000 plus the contingent semi-annual coupon with respect to the final observation date, regardless of the subsequent performance
of the underlying index. · if
a lock-in event has not occurred on any observation date , your payment at maturity will be based solely on the final
index value and will equal: o if
the final index value is greater than or equal to the downside threshold level: $1,000, and if the final index
value is also greater than or equal to the initial index value, the contingent semi-annual coupon with respect to the
final observation date; or o if
the final index value is less than the downside threshold level: $1,000 × index performance factor. Under these
circumstances, the payment at maturity will be less than 65% of the stated principal amount of the securities and could
be zero.
	Terms continued on the following page
Agent:	Morgan Stanley & Co. LLC (“MS & Co.”), an affiliate of MSFL
and a wholly owned subsidiary of Morgan Stanley. See “Supplemental information regarding plan of distribution;
conflicts of interest.”
Estimated
value on the pricing date:	Approximately $943.50 per security, or within $30.00 of that estimate. See
“Investment Summary” on page 2.
Commissions
and issue price:	Price
to public (1)	Agent’s commissions (2)	Proceeds to us (3)
Per security	$1,000	$	$
Total	$	$	$

(1) The price to public for investors purchasing the securities in fee-based advisory accounts will be $970 per security.

(2) Selected dealers and their financial advisors will collectively receive from the Agent, Morgan Stanley & Co. LLC (“MS & Co.”), a fixed sales commission of $ for each security they sell; provided that dealers selling to investors purchasing the securities in fee-based advisory accounts will receive a sales commission of $ per security. See “Supplemental information regarding plan of distribution; conflicts of interest.” For additional information, see “Plan of Distribution (Conflicts of Interest)” in the accompanying prospectus supplement.

(3) See “Use of proceeds and hedging” on page 21.

The securities involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page 7.

The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this preliminary pricing supplement or the accompanying prospectus supplement, index supplement and prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The securities are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality, nor are they obligations of, or guaranteed by, a bank.

You should read this preliminary pricing supplement together with the related prospectus supplement, index supplement and prospectus, each of which can be accessed via the hyperlinks below. Please also see “Additional Information About the Securities” at the end of this preliminary pricing supplement.

References to “we,” “us,” and “our” refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL collectively, as the context requires.

Prospectus Supplement dated February 16, 2016

Index Supplement dated February 29, 2016 Prospectus dated February 16, 2016

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Terms continued on the following page
Index performance
factor:	The final index value divided
by the initial index value.
Downside threshold level:	,
which is equal to 65% of the initial index value
Initial index value:	,
which is the index closing value of the underlying index on the pricing date
Final index value:	The index closing value of the underlying
index on the final observation date
Observation dates:	November 25, 2016, May 25, 2017, November
25, 2017, May 25, 2018, November 25, 2018, May 25 , 2019, November 25, 2019, May 25, 2020, November 25, 2020 and May 25, 2021,
subject to adjustment for non-index business days and certain market disruption events. We also refer to May 25,
2021 as the final observation date.
Contingent
coupon payment dates:	The third scheduled business day after each
scheduled observation date, beginning with the November , 2016 scheduled observation date; provided that if any such day is not a business day, that contingent semi-annual coupon, if any, will be paid 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 semi-annual coupon, if any, with respect to the final observation date shall be paid on the maturity
date.
CUSIP / ISIN:	61766BAV3 / US61766BAV36
Listing:	The securities will not be listed on any securities exchange.

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Investment Summary

Trigger Income Lock-in Securities

Principal at Risk Securities

The Trigger Income Lock-in Securities Based on the Value of the EURO STOXX 50 ® Index due May 28, 2021, which we refer to as the securities, provide an opportunity for investors to earn a contingent semi-annual coupon at an annual rate of 6% (corresponding to $30 per semi-annual period per security), based, in part, on whether or not a “lock-in event” has occurred, as follows: on each semi-annual observation date, the index closing value of the underlying index will be observed, and, if the index closing value of the underlying index is at or above 115% of the initial index value, which we refer to as the lock-in level, a lock-in event will have occurred. If a lock-in event has occurred on any of the semi-annual observation dates, investors will receive contingent semi-annual coupons with respect to every subsequent observation date throughout the term of the securities (plus any contingent semi-annual coupon(s) with respect to any prior observation date(s) for which a contingent semi-annual coupon was not paid), and the payment at maturity will equal the stated principal amount plus the contingent semi-annual coupon relating to the final observation date, regardless of the subsequent performance of the underlying index.

If a lock-in event has not occurred, the securities will pay a contingent semi-annual coupon but only if the index closing value of the underlying index on the related observation date is at or above the initial index value. If a lock-in event has not occurred and the index closing value is less than the initial index value on any observation date, you will not receive any contingent semi-annual coupon for that semi-annual period. As a result, investors must be willing to accept the risk of not receiving any contingent semi-annual coupons during the entire five-year term of the securities.

At maturity, if a lock-in event has not occurred and the final index value is greater than or equal to 65% of the initial index value, which we refer to as the downside threshold level, investors will receive the stated principal amount of the securities and, if the final index value is also greater than or equal to the initial index value, the contingent semi-annual coupon with respect to the final observation date. However, if a lock-in event has not occurred and the final index value is less than the downside threshold level, investors will be fully exposed to the decline in the value of the underlying index over the term of the securities, and the payment at maturity will be less than 65% of the stated principal amount of the securities and could be zero. Investors in the securities must be willing to accept the risk of losing their entire principal and also the risk of not receiving any contingent semi-annual coupons. In addition, investors will not participate in any appreciation of the underlying index.

We are using this preliminary pricing supplement to solicit from you an offer to purchase the securities. You may revoke your offer to purchase the securities at any time prior to the time at which we accept such offer by notifying the relevant agent. We reserve the right to change the terms of, or reject any offer to purchase, the securities prior to their issuance. In the event of any material changes to the terms of the securities, we will notify you.

Morgan Stanley Wealth Management clients may contact their local Morgan Stanley branch office or our principal executive offices at 1585 Broadway, New York, New York 10036 (telephone number (212) 761-4000).

The original issue price of each security is $1,000. This price includes costs associated with issuing, selling, structuring and hedging the securities, which are borne by you, and, consequently, the estimated value of the securities on the pricing date will be less than $1,000. We estimate that the value of each security on the pricing date will be approximately $943.50, or within $30.00 of that estimate. Our estimate of the value of the securities as determined on the pricing date will be set forth in the final pricing supplement.

What goes into the estimated value on the pricing date?

In valuing the securities on the pricing date, we take into account that the securities comprise both a debt component and a performance-based component linked to the underlying index. The estimated value of the securities is determined using our own pricing and valuation models, market inputs and assumptions relating to the underlying index, instruments based on the underlying index, volatility and other factors including current and expected interest rates, as well as an interest rate related to our secondary market credit spread, which is the implied interest rate at which our conventional fixed rate debt trades in the secondary market.

What determines the economic terms of the securities?

In determining the economic terms of the securities, including the semi-annual coupon rate, the lock-in level and the downside threshold level, we use an internal funding rate, which is likely to be lower than our secondary market credit spreads and therefore advantageous to us. If the issuing, selling, structuring and hedging costs borne by you were lower or if the internal funding rate were higher, one or more of the economic terms of the securities would be more favorable to you.

What is the relationship between the estimated value on the pricing date and the secondary market price of the securities?

The price at which MS & Co. purchases the securities in the secondary market, absent changes in market conditions, including those related to the underlying index, may vary from, and be lower than, the estimated value on the pricing date, because the secondary market price takes into account our secondary market credit spread as well as the bid-offer spread that MS & Co. would charge in a secondary market transaction of this type and other factors. However, because the costs associated with issuing, selling, structuring and hedging the securities are not fully deducted upon issuance, for a period of up to 6 months following the issue date, to the extent that MS & Co. may buy or sell the securities in the secondary market, absent changes in market conditions, including those related to

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the underlying index, and to our secondary market credit spreads, it would do so based on values higher than the estimated value. We expect that those higher values will also be reflected in your brokerage account statements.

MS & Co. may, but is not obligated to, make a market in the securities and, if it once chooses to make a market, may cease doing so at any time.

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Key Investment Rationale

The securities do not provide for the regular payment of interest or guarantee the return of any principal at maturity. Instead, payments on the securities will be based, in part, on whether or not a “lock-in event” has occurred, as follows: on each semi-annual observation date, the index closing value of the underlying index will be observed, and, if the index closing value of the underlying index is at or above 115% of the initial index value, which we refer to as the lock-in level, a lock-in event will have occurred. If a lock-in event has occurred on any of the semi-annual observation dates, investors will receive contingent semi-annual coupons with respect to every subsequent observation date throughout the term of the securities (plus any contingent semi-annual coupon(s) with respect to any prior observation date(s) for which a contingent semi-annual coupon was not paid), and the payment at maturity will equal the stated principal amount plus the contingent semi-annual coupon relating to the final observation date, regardless of the subsequent performance of the underlying index. If a lock-in event has not occurred, the securities will pay a contingent semi-annual coupon but only if the index closing value of the underlying index on the related observation date is at or above the initial index value. If a lock-in event has not occurred and the index closing value is less than the initial index value on any observation date, you will not receive any contingent semi-annual coupon for that semi-annual period. As a result, investors must be willing to accept the risk of not receiving any contingent semi-annual coupons during the entire five-year term of the securities. At maturity, if a lock-in event has not occurred and the final index value is greater than or equal to 65% of the initial index value, which we refer to as the downside threshold level, investors will receive the stated principal amount of the securities and, if the final index value is also greater than or equal to the initial index value, the contingent semi-annual coupon with respect to the final observation date. However, if a lock-in event has not occurred and the final index value is less than the downside threshold level, investors will be fully exposed to the decline in the value of the EURO STOXX 50 ® Index over the term of the securities, and the payment at maturity will be less than 65% of the stated principal amount of the securities and could be zero.

Hypothetical Examples

The following hypothetical examples are for illustrative purposes only. Whether you receive a contingent semi-annual coupon will be determined on each semi-annual observation date, and the payment at maturity, if any, will be determined on the final observation date. The actual initial index value, lock-in level and downside threshold level will be determined on the pricing date. Any payment on the securities is subject to our credit risk. The numbers in the hypothetical examples may be rounded for ease of analysis. The below examples are based on the following terms:

Hypothetical Initial Index Value:	3,000
Hypothetical Lock-in Level:	3,450, which is 115% of the hypothetical initial index value
Hypothetical Downside Threshold Level:	1,950, which is 65% of the hypothetical initial index value
Contingent semi-annual coupon:	6% per annum (corresponding to approximately $30 per semi-annual period per security)*
Stated Principal Amount:	$1,000 per security
Total Number of Observation Dates:	10

** The actual contingent semi-annual coupon will be an amount determined by the calculation agent based on the number of days in the applicable payment period, calculated on a 30/360 basis. The hypothetical contingent semi-annual coupon of $30 is used in these examples for ease of analysis.*

Example 1. A lock-in event does not occur, meaning that the index closing value is less than the lock-in level on every observation date over the term of the securities. On 3 observation dates prior to the final observation date, the index closing value is greater than or equal to the initial index value of 3,000, and the index closing value on each other observation date prior to the final observation date is less than the initial index value. Therefore, you would receive the contingent semi-annual coupon of $30 with respect to those 3 observation dates, totaling $30 x 3 = $90. With respect to the remaining 7 observation dates, you would receive no contingent semi-annual coupon. On the final observation date, the index closing value is 1,200, which is less than the hypothetical downside threshold level of 1,950. As the final index value is less than the initial index value, you would not receive the final contingent semi-annual coupon. Also, as the final index value is less than the downside threshold level, you would receive a payment at maturity equal to the product of the stated principal amount and the index performance factor, calculated as follows:

stated principal amount x (final index value / initial index value) = $1,000.00 x (1,200 / 3,000) = $400.00

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The total payment over the five-year term of the securities is $90.00 + $400.00 = $490.00 per security, representing a substantial loss on your initial investment.

Example 2. A lock-in event does not occur, meaning that the index closing value is less than the lock-in level on every observation date over the term of the securities. On 6 observation dates prior to the final observation date, the index closing value is greater than or equal to the initial index value of 3,000, and the index closing value on each other observation date prior to the final observation date is less than the initial index value. Therefore, you would receive the contingent semi-annual coupon of $30 with respect to those 6 observation dates, totaling $30 x 6 = $180. With respect to the remaining 4 observation dates, you would receive no contingent semi-annual coupon. On the final observation date, the index closing value is 2,500, which is less than the hypothetical initial index value of 3,000 but greater than the hypothetical downside threshold level of 1,950. As the final index value is less than the initial index value, you would not receive the final contingent semi-annual coupon. As the final index value is greater than the downside threshold level, you would receive the stated principal amount at maturity.

The total payment over the five-year term of the securities is $1,000.00 + $180.00 = $1,180.00 per security

Example 3. On one or more of the observation dates, the index closing value is greater than or equal to the hypothetical lock-in level of 3,450, and, therefore, a lock-in event has occurred. Therefore, you would receive the contingent semi-annual coupon of $30 with respect to each of the 10 observation dates, regardless of the subsequent performance of the underlying index, totaling $30 x 10 = $300. As a lock-in event has occurred, the payment at maturity would equal $1,000 (in addition to the contingent semi-annual coupon with respect to the final observation date), regardless of the subsequent performance of the underlying index.

The total payment over the five-year term of the securities is $1,000.00 + $300 = $1,300.00 per security.

This example represents the maximum amount payable over the five-year term of the securities, and illustrates that even if the level of the underlying index has appreciated significantly, the investor’s return is limited to the contingent semi-annual coupons, without any participation in the appreciation of the underlying index.

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Risk Factors

The following is a non-exhaustive list of certain key risk factors for investors in the securities. For further discussion of these and other risks, you should read the section entitled “Risk Factors” in the accompanying index supplement and prospectus. You should also consult your investment, legal, tax, accounting and other advisers in connection with your investment in the securities.

§ The securities do not guarantee the return of any principal. The terms of the securities differ from those of ordinary debt securities in that the securities do not guarantee the payment of regular interest or the return of any of the principal amount at maturity. If a lock-in event has not occurred and the index closing value is less than the initial index value on any observation date, you will not receive any contingent semi-annual coupon for that semi-annual period. As a result, investors must be willing to accept the risk of not receiving any contingent semi-annual coupons during the entire five-year term of the securities. At maturity, if a lock-in event has not occurred and if the final index value is less than the downside threshold level, you will be fully exposed to the decline in the level of the underlying index over the term of the securities on a 1-to-1 basis, and you will receive for each security that you hold at maturity an amount of cash that is significantly less than the stated principal amount, in proportion to the decline in the level of the underlying index. In this scenario, the value of any such payment will be less than 65% of the stated principal amount and could be zero.

§ Investors will not benefit from the lock-in feature unless the index closing value of the underlying index is at or above the lock-in level on one of the semi-annual observation dates. A lock-in event will have occurred only if the index closing value of the underlying index is at or above the lock-in level on one of the semi-annual observation dates. Although the actual index closing value on the stated maturity date or at other times during the term of the securities may be higher than the index closing value on the observation dates, including the final observation date, the determination of whether or not a lock-in event has occurred will be based solely on the index closing value on the observation dates.

§ If a lock-in event does not occur, you will not receive any contingent semi-annual coupon for any semi-annual period where the index closing value on the related observation date is less than the initial index value, and you may be exposed to the full downside performance of the underlying index. If a lock-in event has not occurred, you will receive a contingent semi-annual coupon with respect to a semi-annual period only if the index closing value on the related observation date is greater than or equal to the initial index value. If the index closing value remains below the initial index value on each observation date over the term of the securities, you will not receive any contingent semi-annual coupons, and, if the final index value is less than the downside threshold level, you will be fully exposed to the decline in the level of the underlying index over the term of the securities on a 1-to-1 basis, and you will receive for each security that you hold at maturity an amount of cash that is significantly less than the stated principal amount, in proportion to the decline in the level of the underlying index.

§ Investors will not participate in any appreciation in the value of the underlying index. Investors will not participate in any appreciation in the value of the underlying index from the initial index value, and the return on the securities will be limited to the contingent semi-annual coupons, if any, that are paid with respect to each observation date on which the index closing value is greater than or equal to the initial index value (or if a lock-in event occurs). It is possible that the index closing value could be below the initial index value on most or all of the observation dates so that you will receive few or no contingent semi-annual coupons. If you do not earn sufficient contingent semi-annual coupons over the term of the securities, the overall return on the securities may be less than the amount that would be paid on a conventional debt security of the issuer of comparable maturity.

§ The determination of whether or not a lock-in event has occurred and the contingent semi-annual coupon, if any, are based solely on the index closing value of the underlying index on the specified observation dates. The determination as to whether or not a lock-in event has occurred will be based on the index closing value on the semi-annual observation dates. If a lock-in event does not occur, whether the contingent semi-annual coupon will be paid with respect to an observation date will be based on the index closing value on such date. As a result, you will not know whether you will receive the contingent semi-annual coupon until near the end of the relevant semi-annual period. Moreover, because the determination as to whether or not a lock-in event has occurred and the contingent semi-annual coupon are based on the index closing value on a specific observation date, if such index closing value is less than the lock-in level, a lock-in event will not have occurred, and if such index closing value is less than the initial index value, you will not receive any contingent semi-annual coupon with respect to such observation date, even if the index closing value of the underlying index was higher on other days during the term of the securities.

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§ The market price will be influenced by many unpredictable factors. Several factors, many of which are beyond our control, will influence the value of the securities in the secondary market and the price at which MS & Co. may be willing to purchase or sell the securities in the secondary market. We expect that generally the level of interest rates available in the market and the value of the underlying index on any day, including in relation to the lock-in level, the initial index value and the downside threshold level, will affect the value of the securities more than any other factors. Other factors that may influence the value of the securities include:

o the volatility (frequency and magnitude of changes in value) of the EURO STOXX 50 ® Index,

o whether a lock-in event has occurred,

o geopolitical conditions and economic, financial, political, regulatory or judicial events that affect the component stocks of the underlying index or securities markets generally and which may affect the value of the underlying index,

o dividend rates on the securities underlying the EURO STOXX 50 ® Index,

o the time remaining until the securities mature,

o interest and yield rates in the market,

o the availability of comparable instruments,

o the composition of the EURO STOXX 50 ® Index and changes in the constituent stocks of such index, and

o any actual or anticipated changes in our credit ratings or credit spreads.

Some or all of these factors will influence the price that you will receive if you sell your securities prior to maturity. Generally, the longer the time remaining to maturity, the more the market price of the securities will be affected by the other factors described above. In particular, if the underlying index has closed near or below the initial index value , and especially if the underlying index has closed near or below the downside threshold level, the market value of the securities is expected to decrease substantially and you may have to sell your securities at a substantial discount from the stated principal amount of $1,000 per security.

You cannot predict the future performance of the EURO STOXX 50 ® Index based on its historical performance. The value of the underlying index may decrease and be below the initial index value on each observation date so that you will receive no contingent semi-annual coupons, and the value of the underlying index may decrease and be below the downside threshold level on the final observation date so that you will lose a significant portion or all of your investment. There can be no assurance that the index closing value of the underlying index will be greater than or equal to the lock-in level or initial index value on any observation date so that you will receive any contingent semi-annual coupon during the term of the securities, or that it will be greater than or equal to the downside threshold level on the final observation date so that you do not suffer a significant loss on your initial investment in the securities. See “EURO STOXX 50 ® Index Historical Performance” below.

§ The securities are subject to our credit risk, and any actual or anticipated changes to our credit ratings or credit spreads may adversely affect the market value of the securities. You are dependent on our ability to pay all amounts due on the securities at maturity or on any coupon payment date, and therefore you are subject to our credit risk. The securities are not guaranteed by any other entity. If we default on its obligations under the securities, your investment would be at risk and you could lose some or all of your investment. As a result, the market value of the securities prior to maturity will be affected by changes in the market’s view of our creditworthiness. Any actual or anticipated decline in our credit ratings or increase in the credit spreads charged by the market for taking our credit risk is likely to adversely affect the market value of the securities.

§ As a finance subsidiary, MSFL has no independent operations and will have no independent assets. As a finance subsidiary, MSFL has no independent operations beyond the issuance and administration of its securities and will have no independent assets available for distributions to holders of MSFL securities if they make claims in respect of such securities in a bankruptcy, resolution or similar proceeding. Accordingly, any recoveries by such holders will be limited to those available under the related guarantee by Morgan Stanley and that guarantee will rank pari passu with all other unsecured, unsubordinated obligations of Morgan Stanley. Holders will have recourse only to a single claim against Morgan Stanley and its assets under the guarantee. Holders of securities issued by MSFL should accordingly assume that in any such proceedings they would not have any priority over and should be treated pari passu with the claims of other unsecured, unsubordinated creditors of Morgan Stanley, including holders of Morgan Stanley-issued securities.

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§ There are risks associated with investments in securities linked to the value of foreign equity securities. The securities are linked to the value of foreign equity securities. Investments in securities linked to the value of foreign equity securities involve risks associated with the securities markets in those countries, including risks of volatility in those markets, governmental intervention in those markets and cross-shareholdings in companies in certain countries. Also, there is generally less publicly available information about foreign companies than about U.S. companies that are subject to the reporting requirements of the United States Securities and Exchange Commission, and foreign companies are subject to accounting, auditing and financial reporting standards and requirements different from those applicable to U.S. reporting companies. The prices of securities issued in foreign markets may be affected by political, economic, financial and social factors in those countries, or global regions, including changes in government, economic and fiscal policies and currency exchange laws. Local securities markets may trade a small number of securities and may be unable to respond effectively to increases in trading volume, potentially making prompt liquidation of holdings difficult or impossible at times. Moreover, the economies in such countries may differ favorably or unfavorably from the economy in the United States in such respects as growth of gross national product, rate of inflation, capital reinvestment, resources, self-sufficiency and balance of payment positions.

§ Not equivalent to investing in the underlying index. Investing in the securities is not equivalent to investing in the underlying index or its component stocks. Investors in the securities will not have voting rights or rights to receive dividends or other distributions or any other rights with respect to stocks that constitute the underlying index , and investors will not participate in any appreciation of the underlying index over the term of the securities .

§ The securities will not be listed on any securities exchange and secondary trading may be limited . Accordingly, you should be willing to hold your securities for the entire 5-year term of the securities . The securities will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the securities. MS & Co. may, but is not obligated to, make a market in the securities and, if it once chooses to make a market, may cease doing so at any time. When it does make a market, it will generally do so for transactions of routine secondary market size at prices based on its estimate of the current value of the securities, taking into account its bid/offer spread, our credit spreads, market volatility, the notional size of the proposed sale, the cost of unwinding any related hedging positions, the time remaining to maturity and the likelihood that it will be able to resell the securities. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the securities easily. Since other broker-dealers may not participate significantly in the secondary market for the securities, the price at which you may be able to trade your securities is likely to depend on the price, if any, at which MS & Co. is willing to transact. If, at any time, MS & Co. were to cease making a market in the securities, it is likely that there would be no secondary market for the securities. Accordingly, you should be willing to hold your securities to maturity.

§ The rate we are willing to pay for securities of this type, maturity and issuance size is likely to be lower than the rate implied by our secondary market credit spreads and advantageous to us. Both the lower rate and the inclusion of costs associated with issuing, selling, structuring and hedging the securities in the original issue price reduce the economic terms of the securities, cause the estimated value of the securities to be less than the original issue price and will adversely affect secondary market prices. Assuming no change in market conditions or any other relevant factors, the prices, if any, at which dealers, including MS & Co., may be willing to purchase the securities in secondary market transactions will likely be significantly lower than the original issue price, because secondary market prices will exclude the issuing, selling, structuring and hedging-related costs that are included in the original issue price and borne by you and because the secondary market prices will reflect our secondary market credit spreads and the bid-offer spread that any dealer would charge in a secondary market transaction of this type as well as other factors.

The inclusion of the costs of issuing, selling, structuring and hedging the securities in the original issue price and the lower rate we are willing to pay as issuer make the economic terms of the securities less favorable to you than they otherwise would be.

However, because the costs associated with issuing, selling, structuring and hedging the securities are not fully deducted upon issuance, for a period of up to 6 months following the issue date, to the extent that MS & Co. may buy or sell the securities in the secondary market, absent changes in market conditions, including those related to the underlying index, and to our secondary market credit spreads, it would do so based on values higher than the estimated value, and we expect that those higher values will also be reflected in your brokerage account statements.

§ The estimated value of the securities is determined by reference to our pricing and valuation models, which may differ from those of other dealers and is not a maximum or minimum secondary market price. These pricing and valuation models are proprietary and rely in part on subjective views of certain market inputs and certain assumptions about

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future events, which may prove to be incorrect. As a result, because there is no market-standard way to value these types of securities, our models may yield a higher estimated value of the securities than those generated by others, including other dealers in the market, if they attempted to value the securities. In addition, the estimated value on the pricing date does not represent a minimum or maximum price at which dealers, including MS & Co., would be willing to purchase your securities in the secondary market (if any exists) at any time. The value of your securities at any time after the date of this document will vary based on many factors that cannot be predicted with accuracy, including our creditworthiness and changes in market conditions. See also “The market price will be influenced by many unpredictable factors” above.

§ Hedging and trading activity by our affiliates could potentially adversely affect the value of the securities. One or more of our affiliates and/or third-party dealers expect to carry out hedging activities related to the securities (and to other instruments linked to the underlying index or its component stocks), including trading in the stocks that constitute the underlying index as well as in other instruments related to the underlying index. As a result, these entities may be unwinding or adjusting hedge positions during the term of the securities, and the hedging strategy may involve greater and more frequent dynamic adjustments to the hedge as the final observation date approaches. Some of our affiliates also trade the stocks that constitute the underlying index and other financial instruments related to the underlying index 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 could potentially increase the initial index value of the underlying index, and, therefore, could increase (i) the lock-in level, (ii) the value at or above which the underlying index must close on the observation dates in order for you to earn a contingent semi-annual coupon and (iii) the downside threshold level, which is the value at or above which the underlying index must close on the final observation date so that you are not exposed to the negative performance of the underlying index at maturity. Additionally, such hedging or trading activities during the term of the securities could affect the value of the underlying index on the observation dates, and, accordingly, whether we pay a contingent semi-annual coupon on the securities and the amount of cash you receive at maturity, if any.

§ The calculation agent, which is a subsidiary of Morgan Stanley and an affiliate of MSFL, will make determinations with respect to the securities. As calculation agent, MS & Co. will determine the initial index value, the lock-in level and downside threshold level, the index closing value on each determination date, including the final index value, whether a lock-in event has occurred, whether the contingent semi-annual coupon will be paid on each contingent coupon payment date, whether a market disruption event has occurred, and, the payment at maturity, if any. Moreover, certain determinations made by MS & Co., in its capacity as calculation agent, may require it to exercise discretion and make subjective judgments, such as with respect to the occurrence or non-occurrence of market disruption events and the selection of a successor index or calculation of the index closing value in the event of a market disruption event or discontinuance of the underlying index. These potentially subjective determinations may affect the payout to you at maturity, if any. For further information regarding these types of determinations, see “Additional Information About the Securities—Additional Provisions—Calculation agent,” “—Market disruption event,” “—Postponement of observation dates,” “—Discontinuance of an underlying index; alteration of method of calculation” and “—Alternate exchange calculation in case of an event of default” below. In addition, MS & Co. has determined the estimated value of the securities on the pricing date.

§ Adjustments to the underlying index could adversely affect the value of the securities. The publisher of the underlying index may add, delete or substitute the component stocks of the underlying index or make other methodological changes that could change the value of the underlying index. Any of these actions could adversely affect the value of the securities. The publisher of the underlying index may also discontinue or suspend calculation or publication of the underlying index at any time. In these circumstances, MS & Co., as the calculation agent, will have the sole discretion to substitute a successor index that is comparable to the discontinued index. MS & Co. could have an economic interest that is different than that of investors in the securities insofar as, for example, MS & Co. is permitted to consider indices that are calculated and published by MS & Co. or any of its affiliates. If MS & Co. determines that there is no appropriate successor index on any observation date, the determination of whether the contingent semi-annual coupon will be payable on the securities on the applicable contingent coupon payment date or the determination of the payment at maturity, as applicable, will be based on whether the value of the underlying index based on the closing prices of the stocks constituting the underlying index at the time of such discontinuance, without rebalancing or substitution, computed by MS & Co. as calculation agent in accordance with the formula for calculating the underlying index last in effect prior to such discontinuance is less than the lock-in level, initial index value or downside threshold level, as applicable.

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§ The U.S. federal income tax consequences of an investment in the securities are uncertain. There is no direct legal authority as to the proper treatment of the securities for U.S. federal income tax purposes, and, therefore, significant aspects of the tax treatment of the securities are uncertain.

Please read the discussion under “Additional Provisions—Tax considerations” in this document concerning the U.S. federal income tax consequences of an investment in the securities. We intend to treat a security for U.S. federal income tax purposes as a single financial contract that provides for a coupon that will be treated as gross income to you at the time received or accrued, in accordance with your regular method of tax accounting. Under this treatment, the ordinary income treatment of the coupon payments, in conjunction with the capital loss treatment of any loss recognized upon the sale, exchange or settlement of the securities, could result in adverse tax consequences to holders of the securities because the deductibility of capital losses is subject to limitations. We do not plan to request a ruling from the Internal Revenue Service (the “IRS”) regarding the tax treatment of the securities, and the IRS or a court may not agree with the tax treatment described herein. If the IRS were successful in asserting an alternative treatment for the securities, the timing and character of income or loss on the securities might differ significantly from the tax treatment described herein. For example, under one possible treatment, the IRS could seek to recharacterize the securities as debt instruments. In that event, U.S. Holders would be required to accrue into income original issue discount on the securities every year at a “comparable yield” determined at the time of issuance (as adjusted based on the difference, if any, between the actual and the projected amount of any contingent payments on the securities) and recognize all income and gain in respect of the securities as ordinary income. The risk that financial instruments providing for buffers, triggers or similar downside protection features, such as the securities, would be recharacterized as debt is greater than the risk of recharacterization for comparable financial instruments that do not have such features. In addition, if a lock-in event occurs, it is possible that a U.S. Holder would be treated as exchanging the securities for debt instruments. In that event, a U.S. Holder would likely be required to recognize capital gain (if any) upon the occurrence of the lock-in event, and the tax treatment of the securities after the lock-in event would be significantly affected. Non-U.S. Holders should note that we currently intend to withhold on any coupon paid to Non-U.S. Holders generally at a rate of 30%, or at a reduced rate specified by an applicable income tax treaty under an “other income” or similar provision, and will not be required to pay any additional amounts with respect to amounts withheld.

In 2007, the U.S. Treasury Department and the IRS released a notice requesting comments on the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments. While it is not clear whether the securities would be viewed as similar to the prepaid forward contracts described in the notice, it is possible that any Treasury regulations or other guidance issued after consideration of these issues could materially and adversely affect the tax consequences of an investment in the securities, possibly with retroactive effect. The notice focuses on a number of issues, the most relevant of which for holders of the securities are the character and timing of income or loss and the degree, if any, to which income realized by non-U.S. investors should be subject to withholding tax. Both U.S. and Non-U.S. Holders (as defined below) should consult their tax advisers regarding the U.S. federal income tax consequences of an investment in the securities, including possible alternative treatments, the issues presented by this notice and any tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

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EURO STOXX 50 ® Index Overview

The EURO STOXX 50 ® Index was created by STOXX Limited, which is owned by Deutsche Börse AG and SIX Group AG. Publication of the EURO STOXX 50 ® Index began on February 26, 1998, based on an initial index value of 1,000 at December 31, 1991. The EURO STOXX 50 ® Index is composed of 50 component stocks of market sector leaders from within the STOXX 600 Supersector Indices, which includes stocks selected from the Eurozone. The component stocks have a high degree of liquidity and represent the largest companies across all market sectors. For additional information about the EURO STOXX 50 ® Index, see the information set forth under “EURO STOXX 50 ® Index” in the accompanying index supplement.

Information as of market close on May 3, 2016:

Bloomberg Ticker Symbol:	SX5E	52 Week High (on 5/21/2015):	3,688.72
Current Index Value:	2,974.20	52 Week Low (on 2/11/2016):	2,680.35
52 Weeks Ago:	3,615.59

The following graph sets forth the daily index closing values of the SX5E Index for the period from January 1, 2011 through May 3, 2016. The related table sets forth the published high and low index closing values, as well as end-of-quarter index closing values, of the SX5E Index for each quarter in the same period. The index closing value of the SX5E Index on May 3, 2016 was 2,974.20. We obtained the information in the table and graph below from Bloomberg Financial Markets, without independent verification. The SX5E Index has experienced periods of volatility, and you should not take the historical values of the SX5E Index as an indication of its future performance.

| Underlying
Index Daily Closing Values January
1, 2011 to May 3, 2016 |
| --- |
| ● |
| * The red solid line in the graph indicates the hypothetical downside threshold level, assuming the index closing value on May 3, 2016 were the initial index value. |

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| EURO
STOXX 50 ® Index | High | Low | Period
End |
| --- | --- | --- | --- |
| 2011 | | | |
| First Quarter | 3,068.00 | 2,721.24 | 2,910.91 |
| Second Quarter | 3,011.25 | 2,715.88 | 2,848.53 |
| Third Quarter | 2,875.67 | 1,995.01 | 2,179.66 |
| Fourth Quarter | 2,476.92 | 2,090.25 | 2,316.55 |
| 2012 | | | |
| First Quarter | 2,608.42 | 2,286.45 | 2,477.28 |
| Second Quarter | 2,501.18 | 2,068.66 | 2,264.72 |
| Third Quarter | 2,594.56 | 2,151.54 | 2,454.26 |
| Fourth Quarter | 2,659.95 | 2,427.32 | 2,635.93 |
| 2013 | | | |
| First Quarter | 2,749.27 | 2,570.52 | 2,624.02 |
| Second Quarter | 2,835.87 | 2,511.83 | 2,602.59 |
| Third Quarter | 2,936.20 | 2,570.76 | 2,893.15 |
| Fourth Quarter | 3,111.37 | 2,902.12 | 3,109.00 |
| 2014 | | | |
| First Quarter | 3,172.43 | 2,962.49 | 3,161.60 |
| Second Quarter | 3,314.80 | 3,091.52 | 3,228.24 |
| Third Quarter | 3,289.75 | 3,006.83 | 3,225.93 |
| Fourth Quarter | 3,277.38 | 2,874.65 | 3,146.43 |
| 2015 | | | |
| First Quarter | 3,731.35 | 3,007.91 | 3,697.38 |
| Second Quarter | 3,828.78 | 3,424.30 | 3,424.30 |
| Third Quarter | 3,686.58 | 3,019.34 | 3,100.67 |
| Fourth Quarter | 3,506.45 | 3,069.05 | 3,267.52 |
| 2016 | | | |
| First Quarter | 3,267.52 | 2,680.35 | 3,004.93 |
| Second Quarter (through May 3, 2016) | 3,151.69 | 2,871.57 | 2,974.20 |

License Agreement between STOXX Limited and Morgan Stanley

“EURO STOXX ® ” and “STOXX ® ” are registered trademarks of STOXX Limited and have been licensed for use for certain purposes by Morgan Stanley. For more information, see “EURO STOXX 50 ® Index” in the accompanying index supplement.

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Additional Information About the Securities

Please read this information in conjunction with the summary terms on the front cover of this preliminary pricing supplement.

Additional Provisions:
Interest period:	Semi-annually
Day count convention:	30/360
Underlying index publisher:	STOXX Limited
Denominations:	$1,000 per security and integral multiples thereof
Book entry security or certificated security:	Book entry. The securities will be issued in the form of one or more fully registered global securities which will be deposited with, or on behalf of, the depositary and will be registered in the name of a nominee of the depositary. The depositary’s nominee will be the only registered holder of the securities. Your beneficial interest in the securities will be evidenced solely by entries on the books of the securities intermediary acting on your behalf as a direct or indirect participant in the depositary. In this preliminary pricing supplement, all references to payments or notices to you will mean payments or notices to the depositary, as the registered holder of the securities, for distribution to participants in accordance with the depositary’s procedures. For more information regarding the depositary and book entry notes, please read “The Depositary” in the accompanying prospectus supplement and “Forms of Securities—Global Securities—Registered Global Securities” in the accompanying prospectus.
Senior security or subordinated security:	Senior
Specified currency:	U.S. dollars
Record date:	One business day prior to the related scheduled contingent coupon payment date; provided that any contingent semi-annual coupon payable at maturity shall be payable to the person to whom the payment at maturity shall be payable.
Minimum ticketing size:	$1,000 / 1 security
Tax considerations:	Prospective investors should note that the discussion under
the section called “United States Federal Taxation” in the accompanying prospectus supplement does not apply to the
securities issued under this document and is superseded by the following discussion. The following is a general discussion of the material U.S. federal
income tax consequences and certain estate tax consequences of the ownership and disposition of the securities. This discussion
applies only to initial investors in the securities who: · purchase
the securities at their “issue price,” which will equal the first price at which a substantial amount of the securities
is sold to the public (not including bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters,
placement agents or wholesalers); and · hold
the securities as capital assets within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the “Code”). This discussion does not describe all of the
tax consequences that may be relevant to a holder in light of the holder’s particular circumstances or to holders subject
to special rules, such as: · certain
financial institutions; · insurance
companies; · certain
dealers and traders in securities or commodities; · investors
holding the securities as part of a “straddle,” wash sale, conversion transaction, integrated transaction or constructive
sale transaction; · U.S.
Holders (as defined below) whose functional currency is not the U.S. dollar; · partnerships
or other entities classified as partnerships for U.S. federal income tax purposes; · regulated
investment companies; · real
estate investment trusts; or · tax-exempt
entities, including “individual retirement accounts” or “Roth IRAs” as defined in Section 408 or 408A of
the Code, respectively. If an entity that is classified as a partnership for U.S. federal
income tax purposes holds the securities, the U.S. federal income tax treatment of a partner will generally depend on the status
of the partner and the activities of the partnership. If you are a partnership holding the securities or a partner in such a partnership,
you should consult your tax adviser as to the particular U.S. federal tax consequences of holding and

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disposing of the securities to you. As the law applicable to the U.S. federal income taxation of instruments such as the securities is technical and complex, the discussion below necessarily represents only a general summary. Moreover, the effect of any applicable state, local or non-U.S. tax laws is not discussed, nor are any alternative minimum tax consequences or consequences resulting from the Medicare tax on investment income. This discussion is based on the Code, administrative pronouncements, judicial decisions and final, temporary and proposed Treasury regulations, all as of the date hereof, changes to any of which subsequent to the date hereof may affect the tax consequences described herein. Persons considering the purchase of the securities should consult their tax advisers with regard to the application of the U.S. federal income tax laws to their particular situations as well as any tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction. General Due to the absence of statutory, judicial or administrative authorities that directly address the treatment of the securities or instruments that are similar to the securities for U.S. federal income tax purposes, no assurance can be given that the IRS or a court will agree with the tax treatment described herein. We intend to treat a security for U.S. federal income tax purposes as a single financial contract that provides for a coupon that will be treated as gross income to you at the time received or accrued in accordance with your regular method of tax accounting. In the opinion of our counsel, Davis Polk & Wardwell LLP, this treatment of the securities is reasonable under current law; however, our counsel has advised us that it is unable to conclude affirmatively that this treatment is more likely than not to be upheld, and that alternative treatments are possible. You should consult your tax adviser regarding all aspects of the U.S. federal tax consequences of an investment in the securities (including possible alternative treatments of the securities). Unless otherwise stated, the following discussion is based on the treatment of each security as described in the previous paragraph. Tax Consequences to U.S. Holders This section applies to you only if you are a U.S. Holder. As used herein, the term “U.S. Holder” means a beneficial owner of a security that is, for U.S. federal income tax purposes: · a citizen or individual resident of the United States; · a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States, any state thereof or the District of Columbia; or · an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source. Tax Treatment of the Securities Assuming the treatment of the securities as set forth above is respected and subject to the discussion below under “Lock-in Event,” the following U.S. federal income tax consequences should result. Tax Basis . A U.S. Holder’s tax basis in the securities should equal the amount paid by the U.S. Holder to acquire the securities. Tax Treatment of Coupon Payments . Any coupon payment on the securities should be taxable as ordinary income to a U.S. Holder at the time received or accrued, in accordance with the U.S. Holder’s regular method of accounting for U.S. federal income tax purposes. Sale, Exchange or Settlement of the Securities . Upon a sale, exchange or settlement of the securities, a U.S. Holder should recognize gain or loss equal to the difference between the amount realized on the sale, exchange or settlement and the U.S. Holder’s tax basis in the securities sold, exchanged or settled. For this purpose, the amount realized does not include any coupon paid at settlement and may not include sale proceeds attributable to an accrued coupon, which may be treated as a coupon payment. Any such gain or loss recognized should be long-term capital gain or loss if the U.S. Holder has held the securities for more than one year at the time of the sale, exchange or settlement, and should be short-term capital gain or loss otherwise. The ordinary income treatment of the coupon payments, in conjunction with the capital loss treatment of any loss recognized upon the sale, exchange or settlement of the securities, could result in adverse tax consequences to holders of the securities because the deductibility of capital losses is subject to

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limitations. Lock-in Event . Due to the lack of governing authority, our counsel is unable to opine as to whether or how a lock-in event may affect the tax treatment of the securities. If a lock-in event occurs, it is possible that a U.S. Holder would be treated as exchanging the securities for debt instruments. In that event, a U.S. Holder would likely be required to recognize capital gain (if any) upon the occurrence of the lock-in event, and the tax treatment of the securities after the lock-in event would be significantly affected. You should consult your tax adviser regarding the tax consequences of the occurrence of a lock-in event. Possible Alternative Tax Treatments of an Investment in the Securities Due to the absence of authorities that directly address the proper tax treatment of the securities, no assurance can be given that the IRS will accept, or that a court will uphold, the treatment described above. In particular, the IRS could seek to analyze the U.S. federal income tax consequences of owning the securities under Treasury regulations governing contingent payment debt instruments (the “Contingent Debt Regulations”). If the IRS were successful in asserting that the Contingent Debt Regulations applied to the securities, the timing and character of income thereon would be significantly affected. Among other things, a U.S. Holder would be required to accrue into income original issue discount on the securities every year at a “comparable yield” determined at the time of their issuance, adjusted upward or downward to reflect the difference, if any, between the actual and the projected amount of any contingent payments on the securities. Furthermore, any gain realized by a U.S. Holder at maturity or upon a sale, exchange or other disposition of the securities would be treated as ordinary income, and any loss realized would be treated as ordinary loss to the extent of the U.S. Holder’s prior accruals of original issue discount and as capital loss thereafter. The risk that financial instruments providing for buffers, triggers or similar downside protection features, such as the securities, would be recharacterized as debt is greater than the risk of recharacterization for comparable financial instruments that do not have such features. Other alternative federal income tax treatments of the securities are possible, which, if applied, could significantly affect the timing and character of the income or loss with respect to the securities. In 2007, the U.S. Treasury Department and the IRS released a notice requesting comments on the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments. The notice focuses on whether to require holders of “prepaid forward contracts” and similar instruments to accrue income over the term of their investment. It also asks for comments on a number of related topics, including the character of income or loss with respect to these instruments; whether short-term instruments should be subject to any such accrual regime; the relevance of factors such as the exchange–traded status of the instruments and the nature of the underlying property to which the instruments are linked; whether these instruments are or should be subject to the “constructive ownership” rule, which very generally can operate to recharacterize certain long-term capital gain as ordinary income and impose an interest charge; and appropriate transition rules and effective dates. While it is not clear whether instruments such as the securities would be viewed as similar to the prepaid forward contracts described in the notice, any Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in the securities, possibly with retroactive effect. U.S. Holders should consult their tax advisers regarding the U.S. federal income tax consequences of an investment in the securities, including possible alternative treatments and the issues presented by this notice. Backup Withholding and Information Reporting Backup withholding may apply in respect of payments on the securities and the payment of proceeds from a sale, exchange or other disposition of the securities, unless a U.S. Holder provides proof of an applicable exemption or a correct taxpayer identification number and otherwise complies with applicable requirements of the backup withholding rules. The amounts withheld under the backup withholding rules are not an additional tax and may be refunded, or credited against the U.S. Holder’s U.S. federal income tax liability, provided that the required information is timely furnished to the IRS. In addition, information returns will be filed with the IRS in connection with payments on the securities and the payment of proceeds from a sale, exchange or other disposition of the securities, unless the U.S. Holder provides proof of an applicable exemption from the information reporting rules. Tax Consequences to Non-U.S. Holders This section applies to you only if you are a Non-U.S. Holder. As used herein, the term “Non-U.S. Holder” means a beneficial owner of a security that is for U.S. federal income tax purposes: · an individual who is classified as a nonresident alien; · a foreign corporation; or

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· a foreign estate or trust. The term “Non-U.S. Holder” does not include any of the following holders: · a holder who is an individual present in the United States for 183 days or more in the taxable year of disposition and who is not otherwise a resident of the United States for U.S. federal income tax purposes; · certain former citizens or residents of the United States; or · a holder for whom income or gain in respect of the securities is effectively connected with the conduct of a trade or business in the United States. Such holders should consult their tax advisers regarding the U.S. federal income tax consequences of an investment in the securities. Although significant aspects of the tax treatment of each security, as well as the consequences of a lock-in event, are uncertain, we intend to withhold on any coupon paid to a Non-U.S. Holder generally at a rate of 30% or at a reduced rate specified by an applicable income tax treaty under an “other income” or similar provision. We will not be required to pay any additional amounts with respect to amounts withheld. In order to claim an exemption from, or a reduction in, the 30% withholding tax, a Non-U.S. Holder of the securities must comply with certification requirements to establish that it is not a U.S. person and is eligible for such an exemption or reduction under an applicable tax treaty. If you are a Non-U.S. Holder, you should consult your tax adviser regarding the tax treatment of the securities, including the possibility of obtaining a refund of any withholding tax and the certification requirement described above. U.S. Federal Estate Tax Individual Non-U.S. Holders and entities the property of which is potentially includible in such an individual’s gross estate for U.S. federal estate tax purposes (for example, a trust funded by such an individual and with respect to which the individual has retained certain interests or powers) should note that, absent an applicable treaty exemption, the securities may be treated as U.S.-situs property subject to U.S. federal estate tax. Prospective investors that are non-U.S. individuals, or are entities of the type described above, should consult their tax advisers regarding the U.S. federal estate tax consequences of an investment in the securities. Backup Withholding and Information Reporting Information returns will be filed with the IRS in connection with any coupon payment and may be filed with the IRS in connection with the payment at maturity on the securities and the payment of proceeds from a sale, exchange or other disposition. A Non-U.S. Holder may be subject to backup withholding in respect of amounts paid to the Non-U.S. Holder, unless such Non-U.S. Holder complies with certification procedures to establish that it is not a U.S. person for U.S. federal income tax purposes or otherwise establishes an exemption. The amount of any backup withholding from a payment to a Non-U.S. Holder will be allowed as a credit against the Non-U.S. Holder’s U.S. federal income tax liability and may entitle the Non-U.S. Holder to a refund, provided that the required information is timely furnished to the IRS. FATCA Legislation Legislation commonly referred to as “FATCA” generally imposes a withholding tax of 30% on payments to certain non-U.S. entities (including financial intermediaries) with respect to certain financial instruments, unless various U.S. information reporting and due diligence requirements have been satisfied. An intergovernmental agreement between the United States and the non-U.S. entity’s jurisdiction may modify these requirements. This legislation generally applies to certain financial instruments that are treated as paying U.S.-source interest or other U.S.-source “fixed or determinable annual or periodical” income (“FDAP income”). Withholding (if applicable) applies to payments of U.S.-source FDAP income and, for dispositions after December 31, 2018, to payments of gross proceeds of the disposition (including upon retirement) of certain financial instruments treated as providing for U.S.-source interest or dividends. While the treatment of the securities is unclear, you should assume that any coupon payment with respect to the securities will be subject to the FATCA rules. It is also possible in light of this uncertainty that an applicable withholding agent will treat gross proceeds of a disposition (including upon retirement) of the securities after 2018 as being subject to the FATCA rules. If withholding applies to the securities, we will not be required to pay any additional amounts with respect to amounts withheld. Both U.S. and Non-U.S. Holders should consult their tax advisers regarding the potential application of FATCA to the securities. The discussion in the preceding paragraphs, insofar as it purports to describe provisions of U.S.

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	federal income tax laws or legal conclusions with respect thereto, constitutes the full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal tax consequences of an investment in the securities.
Trustee:	The Bank of New York Mellon, a New York banking corporation
Calculation agent:	The calculation agent for the securities will be MS & Co.
All determinations made by the calculation agent will be at the sole discretion of the calculation agent and will, in the absence
of manifest error, be conclusive for all purposes and binding on you, the trustee and us. All calculations with respect to the contingent semi-annual coupon
and the payment at maturity, if any, shall be made by the calculation agent and shall be rounded to the nearest one hundred-thousandth,
with five one-millionths rounded upward (e.g., .876545 would be rounded to .87655); all dollar amounts related to determination
of the amount of cash payable per stated principal amount, if any, shall be rounded to the nearest ten-thousandth, with five one
hundred-thousandths rounded upward (e.g., .76545 would be rounded up to .7655); and all dollar amounts paid, if any, on the aggregate
principal amount of the securities shall be rounded to the nearest cent, with one-half cent rounded upward. Because the calculation agent is our affiliate, the economic interests
of the calculation agent and its affiliates may be adverse to your interests as an investor in the securities, including with respect
to certain determinations and judgments that the calculation agent must make in determining the payment that you will receive,
if any, on each contingent coupon payment date and at maturity or whether a market disruption event has occurred. See “Market
disruption event” and “Discontinuance of the underlying index; alteration of method of calculation” below. MS
& Co. is obligated to carry out its duties and functions as calculation agent in good faith and using its reasonable judgment.
Business day:	Any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in The City of New York.
Index business day:	A day, as determined by the calculation agent, on which trading is generally conducted on each of the relevant exchange(s) for the underlying index, other than a day on which trading on such exchange(s) is scheduled to close prior to the time of the posting of its regular final weekday closing price.
Index closing value:	On any index business day, the official closing value of the underlying index, or any successor index as defined under “Discontinuance of the underlying index; alteration of method of calculation” below), published at the regular official weekday close of trading on such index business day by the underlying index publisher, as determined by the calculation agent. In certain circumstances, the index closing value will be based on the alternate calculation of the underlying index described under “Discontinuance of the underlying index; alteration of method of calculation” below.
Market disruption event:	With respect to the underlying index, market disruption event
means: (i) the occurrence or existence
of any of: (a) a suspension, absence or material
limitation of trading of securities then constituting 20 percent or more of the value of the underlying index (or the successor
index) on the relevant exchange(s) for such securities for more than two hours of trading or during the one-half hour period preceding
the close of the principal trading session on such relevant exchange(s), or (b) a breakdown or failure in the
price and trade reporting systems of any relevant exchange as a result of which the reported trading prices for securities then
constituting 20 percent or more of the value of the underlying index (or the successor index) during the last one-half hour preceding
the close of the principal trading session on such relevant exchange(s) are materially inaccurate, or (c) the suspension, material limitation
or absence of trading on any major U.S. securities market for trading in futures or options contracts or exchange-traded funds
related to the underlying index (or the successor index) for more than two hours of trading or during the one-half hour period
preceding the close of the principal trading session on such market, in each case as determined by the
calculation agent in its sole discretion; and (ii) a determination by the
calculation agent in its sole discretion that any event described in clause (i) above materially interfered with our ability or
the ability of any of our affiliates to unwind or adjust all or a material portion of the hedge position with respect to the securities. For the purpose of determining whether a market disruption event
exists at any time with respect to the underlying index, if trading in a security included in the underlying index is materially
suspended or materially limited at that time, then the relevant percentage contribution of that security to the value of the underlying
index shall be based on a comparison of (x) the portion of the value of the underlying index attributable to that security relative
to (y) the overall value of the underlying index, in each case immediately before that

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| | suspension or limitation. For the purpose of determining whether a market disruption event
exists at any time with respect to the underlying index: (1) a limitation on the hours or number of days of trading will not constitute
a market disruption event if it results from an announced change in the regular business hours of the relevant exchange or market,
(2) a decision to permanently discontinue trading in the relevant futures or options contract or exchange-traded fund will not
constitute a market disruption event, (3) a suspension of trading in futures or options contracts or exchange-traded funds on the
underlying index by the primary securities market trading in such contracts or funds by reason of (a) a price change exceeding
limits set by such securities exchange or market, (b) an imbalance of orders relating to such contracts or funds or (c) a disparity
in bid and ask quotes relating to such contracts or funds will constitute a suspension, absence or material limitation of trading
in futures or options contracts or exchange-traded funds related to the underlying index and (4) a “suspension, absence or
material limitation of trading” on any relevant exchange or on the primary market on which futures or options contracts or
exchange-traded funds related to the underlying index are traded will not include any time when such securities market is itself
closed for trading under ordinary circumstances. |
| --- | --- |
| Relevant exchange: | With respect to the underlying index or its successor index, the primary exchange(s) or market(s) of trading for (i) any security then included in such index and (ii) any futures or options contracts related to such index or to any security then included in such index. |
| Postponement of observation dates: | The observation dates are subject to postponement due to non-index
business days or certain market disruption events, as described in the following paragraph. If any scheduled observation date, including the final observation
date, is not an index business day or if there is a market disruption event on such day, the relevant observation date shall be
the next succeeding index business day on which there is no market disruption event; provided that if a market disruption
event has occurred on each of the five index business days immediately succeeding any of the scheduled observation dates, then
(i) such fifth succeeding index business day shall be deemed to be the relevant observation date, notwithstanding the occurrence
of a market disruption event on such day and (ii) with respect to any such fifth index business day on which a market disruption
event occurs, the calculation agent shall determine the index closing value on such fifth index business day in accordance with
the formula for and method of calculating the underlying index last in effect prior to the commencement of the market disruption
event, using the closing price (or, if trading in the relevant securities has been materially suspended or materially limited,
its good faith estimate of the closing price that would have prevailed but for such suspension or limitation) at the close of the
principal trading session of the relevant exchange on such index business day of each security most recently constituting the underlying
index without any rebalancing or substitution of such securities following the commencement of the market disruption event. |
| Postponement of contingent coupon payment dates and maturity date: | If any scheduled contingent coupon payment date is not a business day, that contingent semi-annual coupon, if any, shall be paid on the next succeeding business day; provided that the contingent semi-annual coupon, if any, with respect to the final observation date shall be paid on the maturity date; provided further that if, due to a market disruption event or otherwise, any observation date is postponed so that it falls less than two business days prior to the scheduled contingent coupon payment date or maturity date, as applicable, the contingent coupon payment date or maturity date, as applicable, shall be postponed to the second business day following that observation date as postponed. In any of these cases, no adjustment shall be made to any contingent semi-annual coupon paid on that postponed date. |
| Discontinuance of the underlying index; alteration of method of calculation: | If the underlying index publisher discontinues publication of
the underlying index and the underlying index publisher or another entity (including MS & Co.) publishes a successor or substitute
index that the calculation agent determines, in its sole discretion, to be comparable to the discontinued index (such index being
referred to herein as the “successor index”), then any subsequent index closing value will be determined by reference
to the published value of such successor index at the regular weekday close of trading on any index business day that the index
closing value is to be determined, and, to the extent the index closing value of the successor index differs from the index closing
value of the underlying index at the time of such substitution, proportionate adjustments will be made by the calculation agent
to the initial index value, lock-in level and downside threshold level. Upon any selection by the calculation agent of the successor index,
the calculation agent will cause written notice thereof to be furnished to the trustee, to us and to the depositary, as holder
of the securities, within three business days of such selection. We expect that such notice will be made available to you, as a
beneficial owner of the securities, in accordance with the standard rules and procedures of the depositary and its direct and indirect
participants. If the underlying index publisher discontinues publication of
the underlying index or the successor index prior to, and such discontinuance is continuing on, any observation date and the calculation
agent determines, in its sole discretion, that no successor index is available at such time, then the calculation agent will determine
the index closing value for such date. The index closing value of the underlying index or the successor index |

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| | will be computed by the calculation agent in accordance with the
formula for and method of calculating such index last in effect prior to such discontinuance, using the closing price (or, if trading
in the relevant securities has been materially suspended or materially limited, its good faith estimate of the closing price that
would have prevailed but for such suspension or limitation) at the close of the principal trading session of the relevant exchange
on such date of each security most recently constituting such index without any rebalancing or substitution of such securities
following such discontinuance. Notwithstanding these alternative arrangements, discontinuance of the publication of the underlying
index may adversely affect the value of the securities. If at any time, the method of calculating the underlying index
or the successor index, or the value thereof, is changed in a material respect, or if the underlying index or the successor index
is in any other way modified so that such index does not, in the opinion of the calculation agent, fairly represent the value of
such index had such changes or modifications not been made, then, from and after such time, the calculation agent will, at the
close of business in New York City on each date on which the index closing value is to be determined, make such calculations and
adjustments as, in the good faith judgment of the calculation agent, may be necessary in order to arrive at a value of a stock
index comparable to the underlying index or the successor index, as the case may be, as if such changes or modifications had not
been made, and the calculation agent will calculate the index closing value with reference to the underlying index or the successor
index, as adjusted. Accordingly, if the method of calculating the underlying index or the successor index is modified so that the
value of such index is a fraction of what it would have been if it had not been modified (e.g., due to a split in the underlying
index), then the calculation agent will adjust such index in order to arrive at a value of the underlying index or the successor
index as if it had not been modified (e.g., as if such split had not occurred). |
| --- | --- |
| Alternate exchange calculation in case of an event of default: | If an event of default with respect to the securities shall have
occurred and be continuing, the amount declared due and payable upon any acceleration of the securities (the “Acceleration
Amount”) will be an amount, determined by the calculation agent in its sole discretion, that is equal to the cost of having
a qualified financial institution, of the kind and selected as described below, expressly assume all our payment and other obligations
with respect to the securities as of that day and as if no default or acceleration had occurred, or to undertake other obligations
providing substantially equivalent economic value to you with respect to the securities. That cost will equal: · the
lowest amount that a qualified financial institution would charge to effect this assumption or undertaking, plus · the
reasonable expenses, including reasonable attorneys’ fees, incurred by the holders of the securities in preparing any documentation
necessary for this assumption or undertaking. During the default quotation period for the securities, which
we describe below, the holders of the securities and/or we may request a qualified financial institution to provide a quotation
of the amount it would charge to effect this assumption or undertaking. If either party obtains a quotation, it must notify the
other party in writing of the quotation. The amount referred to in the first bullet point above will equal the lowest—or,
if there is only one, the only—quotation obtained, and as to which notice is so given, during the default quotation period.
With respect to any quotation, however, the party not obtaining the quotation may object, on reasonable and significant grounds,
to the assumption or undertaking by the qualified financial institution providing the quotation and notify the other party in writing
of those grounds within two business days after the last day of the default quotation period, in which case that quotation will
be disregarded in determining the Acceleration Amount. Notwithstanding the foregoing, if a voluntary or involuntary liquidation,
bankruptcy or insolvency of, or any analogous proceeding is filed with respect to MSFL or Morgan Stanley, then depending on applicable
bankruptcy law, your claim may be limited to an amount that could be less than the Acceleration Amount. If the maturity of the securities is accelerated because of an
event of default as described above, we shall, or shall cause the calculation agent to, provide written notice to the trustee at
its New York office, on which notice the trustee may conclusively rely, and to the depositary of the Acceleration Amount and the
aggregate cash amount due, if any, with respect to the securities as promptly as possible and in no event later than two business
days after the date of such acceleration. Default quotation period The default quotation period is the period beginning on the day
the Acceleration Amount first becomes due and ending on the third business day after that day, unless: · no
quotation of the kind referred to above is obtained, or · every
quotation of that kind obtained is objected to within five business days after the due date as |

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| | described above. If either of these two events occurs, the default quotation period
will continue until the third business day after the first business day on which prompt notice of a quotation is given as described
above. If that quotation is objected to as described above within five business days after that first business day, however, the
default quotation period will continue as described in the prior sentence and this sentence. In any event, if the default quotation period and the subsequent
two business day objection period have not ended before the final observation date, then the Acceleration Amount will equal the
principal amount of the securities. Qualified financial institutions For the purpose of determining the Acceleration Amount at any
time, a qualified financial institution must be a financial institution organized under the laws of any jurisdiction in the United
States or Europe, which at that time has outstanding debt obligations with a stated maturity of one year or less from the date
of issue and rated either: · A-2
or higher by Standard & Poor’s Ratings Services or any successor, or any other comparable rating then used by that rating
agency, or · P-2 or higher by Moody’s Investors Service or any successor, or any other comparable rating then used by that rating agency. |
| --- | --- |
| Use of proceeds and hedging: | The proceeds from the sale of the securities will be used by us
for general corporate purposes. We will receive, in aggregate, $1,000 per security issued, because, when we enter into hedging
transactions in order to meet our obligations under the securities, our hedging counterparty will reimburse the cost of the Agent’s
commissions. The costs of the securities borne by you and described on page 2 above comprise the Agent’s commissions and
the cost of issuing, structuring and hedging the securities. On or prior to the pricing date,
we expect to hedge our anticipated exposure in connection with the securities, by entering into hedging transactions with our affiliates
and/or third party dealers. We expect our hedging counterparties to take positions in the stocks constituting the underlying index,
in futures and/or options contracts on the underlying index or the component stocks of the underlying index listed on major securities
markets, or positions in any other available securities or instruments that they may wish to use in connection with such hedging.
Such purchase activity could potentially increase the initial index value and, therefore, could increase (i) lock-in level,
(ii) the value at or above which the underlying index must close on the observation dates in order
for you to earn a contingent semi-annual coupon and (iii) the downside threshold level, which is the value at or above which the
underlying index must close on the final observation date so that you are not exposed to the negative performance of the underlying
index at maturity. These entities may be unwinding or adjusting hedge positions during the term of the securities, and the hedging
strategy may involve greater and more frequent dynamic adjustments to the hedge as the final observation date approaches. Additionally,
our hedging activities, as well as our other trading activities, during the term of the securities could potentially affect the
value of the underlying index on the observation dates and accordingly, the payment to you at maturity and whether we pay a contingent
semi-annual coupon on the securities. |
| Benefit plan investor considerations: | Each fiduciary of a pension, profit-sharing or other employee
benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”),
should consider the fiduciary standards of ERISA in the context of the Plan’s particular circumstances before authorizing
an investment in the securities. Accordingly, among other factors, the fiduciary should consider whether the investment would satisfy
the prudence and diversification requirements of ERISA and would be consistent with the documents and instruments governing the
Plan. In addition, we and certain of our affiliates, including
MS & Co., may each be considered a “party in interest” within the meaning of ERISA, or a “disqualified person”
within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”), with respect to many Plans, as well
as many individual retirement accounts and Keogh plans (also “Plans”). ERISA Section 406 and Code Section 4975 generally
prohibit transactions between Plans and parties in interest or disqualified persons. Prohibited transactions within the meaning
of ERISA or the Code would likely arise, for example, if the securities are acquired by or with the assets of a Plan with respect
to which MS & Co. or any of its affiliates is a service provider or other party in interest, unless the securities are acquired
pursuant to an exemption from the “prohibited transaction” rules. A violation of these “prohibited transaction”
rules could result in an excise tax or other liabilities under ERISA and/or Section 4975 of the Code for such persons, unless exemptive
relief is available under an applicable statutory or administrative exemption. The U.S. Department of Labor has issued five prohibited transaction
class exemptions (“PTCEs”) that may provide exemptive relief for direct or indirect prohibited transactions resulting
from the purchase or holding of |

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the securities. Those class exemptions are PTCE 96-23 (for certain transactions determined by in-house asset managers), PTCE 95-60 (for certain transactions involving insurance company general accounts), PTCE 91-38 (for certain transactions involving bank collective investment funds), PTCE 90-1 (for certain transactions involving insurance company separate accounts) and PTCE 84-14 (for certain transactions determined by independent qualified professional asset managers). In addition, ERISA Section 408(b)(17) and Code Section 4975(d)(20) may provide an exemption for the purchase and sale of securities and the related lending transactions, provided that neither the issuer of the securities nor any of its affiliates has or exercises any discretionary authority or control or renders any investment advice with respect to the assets of the Plan involved in the transaction and provided further that the Plan pays no more, and receives no less, than “adequate consideration” in connection with the transaction (the so-called “service provider” exemption). There can be no assurance that any of these class or statutory exemptions will be available with respect to transactions involving the securities. Because we may be considered a party in interest with respect to many Plans, the securities may not be purchased, held or disposed of by any Plan, any entity whose underlying assets include “plan assets” by reason of any Plan’s investment in the entity (a “Plan Asset Entity”) or any person investing “plan assets” of any Plan, unless such purchase, holding or disposition is eligible for exemptive relief, including relief available under PTCEs 96-23, 95-60, 91-38, 90-1, 84-14 or the service provider exemption or such purchase, holding or disposition is otherwise not prohibited. Any purchaser, including any fiduciary purchasing on behalf of a Plan, transferee or holder of the securities will be deemed to have represented, in its corporate and its fiduciary capacity, by its purchase and holding of the securities that either (a) it is not a Plan or a Plan Asset Entity and is not purchasing such securities on behalf of or with “plan assets” of any Plan or with any assets of a governmental, non-U.S. or church plan that is subject to any federal, state, local or non-U.S. law that is substantially similar to the provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (b) its purchase, holding and disposition are eligible for exemptive relief or such purchase, holding and disposition are not prohibited by ERISA or Section 4975 of the Code or any Similar Law. Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited transactions, it is particularly important that fiduciaries or other persons considering purchasing the securities on behalf of or with “plan assets” of any Plan consult with their counsel regarding the availability of exemptive relief. The securities are contractual financial instruments. The financial exposure provided by the securities is not a substitute or proxy for, and is not intended as a substitute or proxy for, individualized investment management or advice for the benefit of any purchaser or holder of the securities. The securities have not been designed and will not be administered in a manner intended to reflect the individualized needs and objectives of any purchaser or holder of the securities. Each purchaser or holder of any securities acknowledges and agrees that: (i) the purchaser or holder or its fiduciary has made and shall make all investment decisions for the purchaser or holder and the purchaser or holder has not relied and shall not rely in any way upon us or our affiliates to act as a fiduciary or adviser of the purchaser or holder with respect to (A) the design and terms of the securities, (B) the purchaser or holder’s investment in the securities, or (C) the exercise of or failure to exercise any rights we have under or with respect to the securities; (ii) we and our affiliates have acted and will act solely for our own account in connection with (A) all transactions relating to the securities and (B) all hedging transactions in connection with our obligations under the securities; (iii) any and all assets and positions relating to hedging transactions by us or our affiliates are assets and positions of those entities and are not assets and positions held for the benefit of the purchaser or holder; (iv) our interests are adverse to the interests of the purchaser or holder; and (v) neither we nor any of our affiliates is a fiduciary or adviser of the purchaser or holder in connection with any such assets, positions or transactions, and any information that we or any of our affiliates may provide is not intended to be impartial investment advice. Each purchaser and holder of the securities has exclusive responsibility for ensuring that its purchase, holding and disposition of the securities do not violate the prohibited transaction rules of ERISA or the Code or any Similar Law. The sale of any securities to any Plan or plan subject to Similar Law is in no respect a representation by us or any of our affiliates or representatives that such an investment meets all relevant legal requirements with respect to investments by plans generally or any particular plan, or that such an

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| | investment is appropriate for plans generally or any particular
plan. However, individual retirement accounts, individual retirement
annuities and Keogh plans, as well as employee benefit plans that permit participants to direct the investment of their accounts,
will not be permitted to purchase or hold the securities if the account, plan or annuity is for the benefit of an employee of Morgan
Stanley or Morgan Stanley Wealth Management or a family member and the employee receives any compensation (such as, for example,
an addition to bonus) based on the purchase of the securities by the account, plan or annuity. |
| --- | --- |
| Additional considerations: | Client accounts over which Morgan Stanley, Morgan Stanley Wealth Management or any of their respective subsidiaries have investment discretion are not permitted to purchase the securities, either directly or indirectly. |
| Supplemental information regarding plan of distribution; conflicts of interest: | MS & Co. will act as the Agent for this offering. The Agent,
acting as principal for its own account, has agreed to purchase, and we have agreed to sell, the aggregate principal amount of
securities set forth on the cover of this preliminary pricing supplement. The Agent proposes initially to offer the securities
directly to the public at the public offering price set forth on the cover page of this preliminary pricing supplement. Selected
dealers, which may include our affiliates, and their financial advisors will collectively receive from the Agent, a fixed sales
commission of $ for each security they sell; provided that dealers selling to investors purchasing the securities in fee-based
advisory accounts will receive a sales commission of $ per security. MS & Co. is an affiliate of MSFL and a wholly owned subsidiary
of Morgan Stanley and it and other affiliates of ours expect to make a profit by selling, structuring and, when applicable, hedging
the securities. When MS & Co. prices this offering of securities, it will determine the economic terms of the securities such
that for each security the estimated value on the pricing date will be no lower than the minimum level described in “Investment
Summary” on page 2. MS & Co. will conduct this offering in compliance with the
requirements of FINRA Rule 5121 of the Financial Industry Regulatory Authority, Inc., which is commonly referred to as FINRA, regarding
a FINRA member firm’s distribution of the securities of an affiliate and related conflicts of interest. MS & Co. or any
of our other affiliates may not make sales in this offering to any discretionary account. In order to facilitate the offering of the securities, the Agent
may engage in transactions that stabilize, maintain or otherwise affect the price of the securities. Specifically, the Agent may
sell more securities than it is obligated to purchase in connection with the offering, creating a naked short position in the securities,
for its own account. The Agent must close out any naked short position by purchasing the securities in the open market. A naked
short position is more likely to be created if the Agent is concerned that there may be downward pressure on the price of the securities
in the open market after pricing that could adversely affect investors who purchase in the offering. As an additional means of
facilitating the offering, the Agent may bid for, and purchase, the securities or the securities underlying the underlying index
in the open market to stabilize the price of the securities. Any of these activities may raise or maintain the market price of
the securities above independent market levels or prevent or retard a decline in the market price of the securities. The Agent
is not required to engage in these activities, and may end any of these activities at any time. An affiliate of the Agent has entered
into a hedging transaction with us in connection with this offering of securities. See “Plan of Distribution (Conflicts of
Interest)” in the accompanying prospectus supplement and “Use of Proceeds and Hedging” above. |
| Selling restrictions: | General No action has been or will be taken by us, the agent or any dealer
that would permit a public offering of the securities or possession or distribution of this preliminary pricing supplement or the
accompanying prospectus supplement, index supplement or prospectus in any jurisdiction, other than the United States, where action
for that purpose is required. No offers, sales or deliveries of the securities, or distribution of this preliminary pricing supplement
or the accompanying prospectus supplement, index supplement or prospectus or any other offering material relating to the securities,
may be made in or from any jurisdiction except in circumstances which will result in compliance with any applicable laws and regulations
and will not impose any obligations on us, the agent or any dealer. The agent has represented and agreed, and each dealer through
which we may offer the securities has represented and agreed, that it (i) will comply with all applicable laws and regulations
in force in each non-U.S. jurisdiction in which it purchases, offers, sells or delivers the securities or possesses or distributes
this preliminary pricing supplement and the accompanying prospectus supplement, index supplement and prospectus and (ii) will obtain
any consent, approval or permission required by it for the purchase, offer or sale by it of the securities under the laws and regulations
in force in each non-U.S. jurisdiction to which it is subject or in which it makes purchases, offers or sales of the securities.
We shall not have responsibility for the agent’s or any dealer’s compliance with the applicable laws and regulations
or obtaining any required |

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Trigger Income Lock-in Securities Based on the Value of the EURO STOXX 50 ® Index due May 28, 2021 Principal at Risk Securities

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| | consent, approval or permission. In addition to the selling restrictions set forth in “Plan
of Distribution (Conflicts of Interest)” in the accompanying prospectus supplement, the following selling restrictions also
apply to the securities: Brazil The securities have not been and will not be registered with the
Comissão de Valores Mobiliários (The Brazilian Securities Commission). The securities may not be offered or sold
in the Federative Republic of Brazil except in circumstances which do not constitute a public offering or distribution under Brazilian
laws and regulations. Chile The securities have not been registered with the Superintendencia
de Valores y Seguros in Chile and may not be offered or sold publicly in Chile. No offer, sales or deliveries of the securities
or distribution of this preliminary pricing supplement or the accompanying prospectus supplement, index supplement or prospectus,
may be made in or from Chile except in circumstances which will result in compliance with any applicable Chilean laws and regulations. Mexico The securities have not been registered with the National Registry
of Securities maintained by the Mexican National Banking and Securities Commission and may not be offered or sold publicly in Mexico.
This preliminary pricing supplement, the accompanying prospectus supplement, the accompanying index supplement and the accompanying
prospectus may not be publicly distributed in Mexico. |
| --- | --- |
| Where you can find more information: | Morgan Stanley and MSFL have filed a registration statement (including
a prospectus, as supplemented by the prospectus supplement and index supplement) with the Securities and Exchange Commission, or
SEC, for the offering to which this communication relates. You should read the prospectus in that registration statement, the prospectus
supplement, the index supplement and any other documents relating to this offering that Morgan Stanley and MSFL have filed with
the SEC for more complete information about Morgan Stanley, MSFL and this offering. You may get these documents without cost by
visiting EDGAR on the SEC web site at . www.sec.gov. Alternatively, Morgan Stanley, MSFL, any underwriter
or any dealer participating in the offering will arrange to send you the prospectus, the prospectus supplement and the index supplement
if you so request by calling toll-free 1-(800)-584-6837. You may access these documents on the SEC web site at . www.sec.gov
as follows: Prospectus Supplement dated February 16, 2016 Index Supplement dated February 29, 2016 Prospectus dated February 16, 2016 Terms used but not defined in this document are defined in the
prospectus supplement, in the index supplement or in the prospectus. |

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