MORGAN STANLEY - Capital/Financing Update 2018

CALCULATION OF REGISTRATION FEE

	Maximum Aggregate	Amount of Registration
Title of Each Class of Securities Offered	Offering Price	Fee
Contingent Income Securities due 2033	$956,000	$119.02

January 2018 Pricing Supplement No. 128 Registration Statement Nos. 333-221595; 333-221595-01 Dated January 26, 2018 Filed pursuant to Rule 424(b)(2)

Structured Investments

Opportunities in U.S. Equities

Contingent Income Securities due January 31, 2033

Payments on the Securities Based on the Worst Performing of the Russell 2000 ® Index and the S&P 500 ® Index

Fully and Unconditionally Guaranteed by Morgan Stanley

Principal at Risk Securities

The securities are unsecured obligations of Morgan Stanley Finance LLC (“MSFL”) and are fully and unconditionally guaranteed by Morgan Stanley. The securities have the terms described in the accompanying prospectus supplement, index supplement and prospectus, as supplemented or modified by this document. The securities do not guarantee the repayment of principal and do not provide for the regular payment of interest after the first 5 years. For the first 5 years, the securities will pay a fixed quarterly coupon at the rate specified below. Thereafter, the securities will pay a contingent quarterly coupon but only if the index closing value of each of the Russell 2000 ® Index and the S&P 500 ® Index on the related observation date is at or above 60% of its respective initial index value , which we refer to as the coupon barrier level. If the index closing value of either underlying index is less than the coupon barrier level for such index on any observation date after the first 5 years, we will pay no interest for the related interest period. At maturity, if the final index value of each underlying index is greater than or equal to 50% of the respective initial index value, which we refer to as the downside threshold level, the payment at maturity will be the stated principal amount, and, if the final index value of each underlying index is also greater than or equal to its coupon barrier level, the related contingent quarterly coupon. If, however, the final index value of either underlying index is less than its downside threshold level, investors will be exposed to the decline in the worst performing underlying index on a 1-to-1 basis and will receive a payment at maturity that is less than 50% of the stated principal amount of the securities and could be zero. Accordingly, i nvestors in the securities must be willing to accept the risk of losing their entire initial investment based on the performance of either index and also the risk of not receiving any contingent quarterly coupons after the first 5 years. Because payments on the securities are based on the worst performing of the underlying indices, a decline beyond the respective coupon barrier level and/or respective downside threshold level, as applicable, of either underlying index will result in few or no contingent quarterly coupons after the first 5 years and/or a significant loss of your investment, as applicable, even if the other underlying index has appreciated or has not declined as much. Investors will not participate in any appreciation in either underlying index. These long-dated securities are for investors who are willing to risk their principal and seek an opportunity to earn interest at a potentially above-market rate in exchange for the risk of receiving no quarterly interest after the first 5 years if either underlying index closes below the coupon barrier level for such index on the observation dates. The securities are notes 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.

| FINAL
TERMS — Issuer: | Morgan Stanley Finance LLC | | |
| --- | --- | --- | --- |
| Guarantor: | Morgan Stanley | | |
| Underlying indices: | Russell 2000 ® Index (the “RTY Index”) and S&P
500 ® Index (the “SPX Index”) | | |
| Aggregate principal amount: | $956,000 | | |
| Stated
principal amount: | $1,000 per security | | |
| Issue
price: | $1,000 per security (see “Commissions and issue price” below) | | |
| Pricing
date: | January 26, 2018 | | |
| Original
issue date: | January 31, 2018 (3 business days after the pricing date) | | |
| Maturity date: | January 31, 2033 | | |
| Quarterly coupon: | Years 1-5: On all coupon
payment dates through January 2023, a fixed coupon at an annual rate of 6.00% (corresponding to approximately $15.00 per
quarter per security) is paid quarterly. Years 6-15: Beginning
with the May 2023 coupon payment date, a contingent coupon at an annual rate of 6.00% (corresponding to approximately
$15.00 per quarter per security) is paid quarterly but only if the closing value of each underlying index is at or above its respective coupon barrier level on the related observation date. If, on any observation
date in years 6-15, the closing value of either underlying index is less than the coupon barrier level for such index,
we will pay no coupon for the applicable interest period. It is possible that one or both underlying indices will remain
below the respective coupon barrier level(s) for extended periods of time or even throughout years 6-15 so that you will
receive few or no contingent quarterly coupons during that period. | | |
| Payment
at maturity: | If the final index value
of each underlying index is greater than or equal to its respective downside threshold level: the stated
principal amount, and, if the final index value of each underlying index is also greater than or equal to its respective coupon barrier level, the contingent quarterly coupon with respect to the final observation date. If the final index value
of either underlying index is less than its respective downside threshold level: (i) the stated principal
amount multiplied by (ii) the index performance factor of the worst performing underlying index. Under these circumstances,
the payment at maturity will be less than 50% 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: | $917.30 per security. See “Investment Overview” beginning
on page 4. | | |
| Commissions
and issue price: | Price
to public (1) | Agent’s commissions (2) | Proceeds to us (3) |
| Per security | $1,000 | $35 | $965 |
| Total | $956,000 | $33,460 | $922,540 |

(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, MS & Co., a fixed sales commission of $35 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 $5 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 27.

The securities involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page 11.

The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this document 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 document 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 document.

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 November 16, 2017 Index Supplement dated November 16, 2017 Prospectus dated November 16, 2017

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Contingent Income Securities due January 31, 2033 Payments on the Securities Based on the Worst Performing of the Russell 2000 ® Index and the S&P 500 ® Index Principal at Risk Securities

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Terms continued from previous page:
Coupon barrier level:	With respect to the RTY Index: 964.835, which is approximately
60% of the initial index value for such index With respect to the SPX Index: 1,723.722, which is 60% of the
initial index value for such index
Downside threshold level:	With respect to the RTY Index: 804.029, which is 50% of the initial
index value for such index With respect to the SPX Index: 1,436.435, which is 50% of the
initial index value for such index
Initial index value:	With respect to the RTY Index: 1,608.058, which is the index
closing value of such index on the pricing date With respect to the SPX Index: 2,872.87, which is the index closing
value of such index on the pricing date
Final index value:	With respect to each index, the respective index closing value on the final observation date
Worst performing underlying index:	The underlying index with the larger percentage decrease from the respective initial index value to the respective final index value
Index performance factor:	Final index value divided by the initial index value
Coupon payment dates:	Quarterly, as set forth under “Observation Dates and Coupon Payment Dates” below. If any such day is not a business day, that contingent quarterly 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. The contingent quarterly coupon, if any, with respect to the final observation date shall be paid on the maturity date.
Observation dates:	Quarterly, beginning on April 26, 2023, as set forth under “Observation Dates and Coupon Payment Dates” below, subject to postponement for non-index business days and certain market disruption events. We also refer to January 26, 2033 as the final observation date.
CUSIP / ISIN:	61768CXE2 / US61768CXE29
Listing:	The securities will not be listed on any securities exchange.

Observation Dates and Coupon Payment Dates

Observation Dates Coupon Payment Dates

N/A	May 1, 2018
N/A	July 31, 2018
N/A	October 31, 2018
N/A	January 31, 2019
N/A	May 1, 2019
N/A	July 31, 2019
N/A	October 31, 2019
N/A	January 30, 2020
N/A	April 30, 2020
N/A	July 30, 2020
N/A	October 29, 2020
N/A	January 29, 2021
N/A	April 29, 2021
N/A	July 29, 2021
N/A	October 29, 2021
N/A	January 31, 2022
N/A	April 29, 2022
N/A	July 29, 2022
N/A	October 31, 2022
N/A	January 31, 2023
April 26, 2023	May 1, 2023
July 26, 2023	July 31, 2023
October 26, 2023	October 31, 2023
January 26, 2024	January 31, 2024
April 26, 2024	May 1, 2024
July 26, 2024	July 31, 2024
October 28, 2024	October 31, 2024
January 27, 2025	January 30, 2025
April 28, 2025	May 1, 2025
July 28, 2025	July 31, 2025
October 27, 2025	October 30, 2025
January 26, 2026	January 29, 2026
April 27, 2026	April 30, 2026
July 27, 2026	July 30, 2026
October 26, 2026	October 29, 2026
January 26, 2027	January 29, 2027
April 26, 2027	April 29, 2027
July 26, 2027	July 29, 2027
October 26, 2027	October 29, 2027
January 26, 2028	January 31, 2028

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April 26, 2028	May 1, 2028
July 26, 2028	July 31, 2028
October 26, 2028	October 31, 2028
January 26, 2029	January 31, 2029
April 26, 2029	May 1, 2029
July 26, 2029	July 31, 2029
October 26, 2029	October 31, 2029
January 28, 2030	January 31, 2030
April 26, 2030	May 1, 2030
July 26, 2030	July 31, 2030
October 28, 2030	October 31, 2030
January 27, 2031	January 30, 2031
April 28, 2031	May 1, 2031
July 28, 2031	July 31, 2031
October 27, 2031	October 30, 2031
January 26, 2032	January 29, 2032
April 26, 2032	April 29, 2032
July 26, 2032	July 29, 2032
October 26, 2032	October 29, 2032
January 26, 2033 (final observation date)	January 31, 2033 (maturity date)

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Investment Overview

Contingent Income Securities

Principal at Risk Securities

Contingent Income Securities due January 31, 2033 Payments on the Securities Based on the Worst Performing of the Russell 2000 ® Index and the S&P 500 ® Index (the “securities”) do not guarantee the repayment of principal and do not provide for the regular payment of interest after the first 5 years. For the first 5 years, the securities will pay a fixed quarterly coupon at the rate specified below. Thereafter, the securities will pay a contingent quarterly coupon but only if the index closing value of each of the Russell 2000 ® Index and the S&P 500 ® Index (which we refer to together as the “underlying indices”) is at or above 60% of its respective initial index value, which we refer to as the coupon barrier level, on the related observation date. If the index closing value of either underlying index is less than the coupon barrier level for such index on any observation date after the first 5 years, we will pay no coupon for the related quarterly period. It is possible that the index closing value of one or both underlying indices will remain below the respective coupon barrier level(s) for extended periods of time or even throughout years 6-15 so that you will receive few or no contingent quarterly coupons during that period. We refer to the coupon on the securities after the first 5 years as contingent, because there is no guarantee that you will receive a coupon payment on any coupon payment date during that period. Even if an underlying index were to be at or above the coupon barrier level for such index on some quarterly observation dates, it may fluctuate below the coupon barrier level on others. In addition, even if one underlying index were to be at or above the coupon barrier level for such index on all quarterly observation dates, you will receive a contingent quarterly coupon only with respect to the observation dates on which the other underlying index is also at or above the coupon barrier level for such index, if any. At maturity, if the final index value of each underlying index is greater than or equal to 50% of the respective initial index value, which we refer to as the downside threshold level, the payment at maturity will be the stated principal amount, and, if the final index value of each underlying index is also greater than or equal to its coupon barrier level, the related contingent quarterly coupon. If, however, the final index value of either underlying index is less than its downside threshold level, investors will be exposed to the decline in the worst performing underlying index on a 1-to-1 basis and will receive a payment at maturity that is less than 50% of the stated principal amount of the securities and could be zero. Accordingly, investors in the securities must be willing to accept the risk of losing their entire initial investment based on the performance of either index and also the risk of not receiving any contingent quarterly coupons after the first 5 years.

Maturity:	15 years
Contingent quarterly coupon:	Years 1-5: On all coupon payment dates through January 2023,
a fixed coupon at an annual rate of 6.00% (corresponding to approximately $15.00 per quarter per security) is paid quarterly. Years 6-15: Beginning with the May 2023 coupon payment date,
a contingent coupon at an annual rate of 6.00% (corresponding to approximately $15.00 per quarter per security) is paid
quarterly but only if the closing value of each underlying index is at or above its respective coupon barrier
level on the related observation date. If, on any observation date, the closing value of either underlying
index is less than the coupon barrier level for such index, we will pay no coupon for the applicable interest period. It is possible
that one or both underlying indices will remain below the respective coupon barrier level(s) for extended periods of time or even
throughout years 6-15 so that you will receive few or no contingent quarterly coupons during that period.
Payment at maturity:	If the final index value of each underlying index is greater
than or equal to its respective downside threshold level: the stated principal amount, and, if the final index value of each underlying index is also greater than or equal to its respective coupon barrier level, the contingent quarterly coupon
with respect to the final observation date. If the final index value of either underlying index is less than its respective downside threshold level: (i) the stated principal amount multiplied by (ii) the index performance
factor of the worst performing underlying index. Under these circumstances, the payment at maturity will be less than 50% of the
stated principal amount of the securities and could be zero.

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Morgan Stanley clients may contact their local Morgan Stanley branch office or our principal executive offices at 1585 Broadway, New York, New York 10036 (telephone number (866) 477-4776). All other clients may contact their local brokerage representative. Third-party distributors may contact Morgan Stanley Structured Investment Sales at (800) 233-1087.

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 is less than $1,000. We estimate that the value of each security on the pricing date is $917.30.

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 indices. The estimated value of the securities is determined using our own pricing and valuation models, market inputs and assumptions relating to the underlying indices, instruments based on the underlying indices, 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 contingent quarterly coupon rate, the coupon barrier levels and the downside threshold levels, 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 indices, 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 18 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 indices, 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 provide for fixed quarterly coupon payments at the rate specified herein for the first 5 years. Thereafter, the securities do not provide for the regular payment of interest and instead will pay a contingent quarterly coupon but only if the index closing value of each underlying index is at or above 60% of its initial index value, which we refer to as the coupon barrier level, on the related observation date. The following scenarios are for illustration purposes only to demonstrate how the payment at maturity and contingent quarterly coupon are calculated, and do not attempt to demonstrate every situation that may occur. Accordingly, the contingent quarterly coupon may be payable with respect to none of, or some but not all of, the quarterly periods during years 6-15, and the payment at maturity may be less than 50% of the stated principal amount and could be zero. Investors will not participate in any appreciation in either underlying index.

Scenario 1: A contingent quarterly coupon is paid for all interest periods, and investors receive principal back at maturity, which is the best-case scenario.	This scenario assumes that during years 6-15, each underlying index closes at or above its respective coupon barrier level on every quarterly observation date. Investors receive the fixed quarterly coupon for the quarterly interest periods during the first 5 years, and investors receive the contingent quarterly coupon for each interest period during years 6-15. At maturity, each underlying index closes above its respective downside threshold level and coupon barrier level, and so investors receive the stated principal amount and the contingent quarterly coupon with respect to the final observation date.
Scenario 2: A contingent quarterly coupon is paid for some, but not all, interest periods, and investors receive principal back at maturity.	This scenario assumes that each underlying index closes at or above its respective coupon barrier level on some quarterly observation dates after the first 5 years, but one or both underlying indices close below the respective coupon barrier level(s) for such index on the others. Investors receive the fixed quarterly coupon for the quarterly interest periods during the first 5 years. Investors receive the contingent quarterly coupon for the quarterly interest periods during years 6-15 for which the index closing value of each underlying index is at or above its respective coupon barrier level on the related observation date, but not for the interest periods for which one or both underlying indices close below the respective coupon barrier level(s) on the related observation date. On the final observation date, each underlying index closes at or above its downside threshold level. At maturity, investors receive the stated principal amount, and, depending on whether each final index value is greater than, equal to or below the respective coupon barrier level, the contingent quarterly coupon with respect to the final observation date.
Scenario 3 : No contingent quarterly coupon is paid for any interest period during years 6-15, and investors suffer a substantial loss of principal at maturity.	This scenario assumes that one or both underlying indices close below the respective coupon barrier level(s) on every quarterly observation date during years 6-15. Investors receive the fixed quarterly coupon for the quarterly interest periods during the first 5 years. However, since one or both underlying indices close below the respective coupon barrier level(s) on every quarterly observation date during years 6-15, investors do not receive any contingent quarterly coupon during that period. On the final observation date, one or both underlying indices close below the respective downside threshold level(s). At maturity, investors will receive an amount equal to the stated principal amount multiplied by the index performance factor of the worst performing underlying index. Under these circumstances, the payment at maturity will be less than 50% of the stated principal amount and could be zero.

Scenario 1: A contingent quarterly coupon is paid for all interest periods, and investors receive principal back at maturity, which is the best-case scenario.

This scenario assumes that during years 6-15, each underlying index closes at or above its respective coupon barrier level on every quarterly observation date. Investors receive the fixed quarterly coupon for the quarterly interest periods during the first 5 years, and investors receive the contingent quarterly coupon for each interest period during years 6-15. At maturity, each underlying index closes above its respective downside threshold level and coupon barrier level, and so investors receive the stated principal amount and the contingent quarterly coupon with respect to the final observation date.

Scenario 2: A contingent quarterly coupon is paid for some, but not all, interest periods, and investors receive principal back at maturity.

This scenario assumes that each underlying index closes at or above its respective coupon barrier level on some quarterly observation dates after the first 5 years, but one or both underlying indices close below the respective coupon barrier level(s) for such index on the others. Investors receive the fixed quarterly coupon for the quarterly interest periods during the first 5 years. Investors receive the contingent quarterly coupon for the quarterly interest periods during years 6-15 for which the index closing value of each underlying index is at or above its respective coupon barrier level on the related observation date, but not for the interest periods for which one or both underlying indices close below the respective coupon barrier level(s) on the related observation date. On the final observation date, each underlying index closes at or above its downside threshold level. At maturity, investors receive the stated principal amount, and, depending on whether each final index value is greater than, equal to or below the respective coupon barrier level, the contingent quarterly coupon with respect to the final observation date.

Scenario 3 : No contingent quarterly coupon is paid for any interest period during years 6-15, and investors suffer a substantial loss of principal at maturity.

This scenario assumes that one or both underlying indices close below the respective coupon barrier level(s) on every quarterly observation date during years 6-15. Investors receive the fixed quarterly coupon for the quarterly interest periods during the first 5 years. However, since one or both underlying indices close below the respective coupon barrier level(s) on every quarterly observation date during years 6-15, investors do not receive any contingent quarterly coupon during that period. On the final observation date, one or both underlying indices close below the respective downside threshold level(s). At maturity, investors will receive an amount equal to the stated principal amount multiplied by the index performance factor of the worst performing underlying index. Under these circumstances, the payment at maturity will be less than 50% of the stated principal amount and could be zero.

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Underlying Indices Summary

Russell 2000 ® Index

The Russell 2000 ® Index is an index calculated, published and disseminated by FTSE Russell, and measures the composite price performance of stocks of 2,000 companies incorporated in the U.S. and its territories. All 2,000 stocks are traded on a major U.S. exchange and are the 2,000 smallest securities that form the Russell 3000 ® Index. The Russell 3000 ® Index is composed of the 3,000 largest U.S. companies as determined by market capitalization and represents approximately 98% of the U.S. equity market. The Russell 2000 ® Index consists of the smallest 2,000 companies included in the Russell 3000 ® Index and represents a small portion of the total market capitalization of the Russell 3000 ® Index. The Russell 2000 ® Index is designed to track the performance of the small capitalization segment of the U.S. equity market.

Information as of market close on January 26, 2018:

Bloomberg Ticker Symbol:	RTY
Current Index Value:	1,608.058
52 Weeks Ago:	1,375.595
52 Week High (on 1/23/2018):	1,610.706
52 Week Low (on 4/13/2017):	1,345.244

For additional information about the Russell 2000 ® Index, see the information set forth under “Russell 2000 ® Index” in the accompanying index supplement. Furthermore, for additional historical information, see “Russell 2000 ® Index Historical Performance” below.

S&P 500 ® Index

The S&P 500 ® Index, which is calculated, maintained and published by S&P Dow Jones Indices LLC (“S&P”), consists of stocks of 500 component companies selected to provide a performance benchmark for the U.S. equity markets. The calculation of the S&P 500 ® Index is based on the relative value of the float adjusted aggregate market capitalization of the 500 component companies as of a particular time as compared to the aggregate average market capitalization of 500 similar companies during the base period of the years 1941 through 1943.

Information as of market close on January 26, 2018:

Bloomberg Ticker Symbol:	SPX
Current Index Value:	2,872.87
52 Weeks Ago:	2,296.68
52 Week High (on 1/26/2018):	2,872.87
52 Week Low (on 1/31/2017):	2,278.87

For additional information about the S&P 500 ® Index, see the information set forth under “S&P 500 ® Index” in the accompanying index supplement. Furthermore, for additional historical information, see “S&P 500 ® Index Historical Performance” below.

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Hypothetical Examples

The following hypothetical examples illustrate how to determine whether a contingent quarterly coupon is paid with respect to an observation date and how to calculate the payment at maturity. The following examples are for illustrative purposes only. For the first 5 years, you will receive a fixed quarterly coupon at a rate of 6.00% per annum regardless of the performance of the underlying indices. Whether you receive a contingent quarterly coupon after the first 5 years will be determined by reference to the index closing value of each underlying index on each quarterly observation date, and the amount you will receive at maturity, if any, will be determined by reference to the final index value of each underlying index on the final observation date. The actual initial index value, coupon barrier level and downside threshold level for each underlying index are set forth on the cover of this document. All payments on the securities, if any, are subject to our credit risk. The below examples are based on the following terms:

| Contingent Quarterly Coupon: | Years 1-5: On all coupon payment dates through January 2023,
a fixed coupon at an annual rate of 6.00% (corresponding to approximately $15.00 per quarter per security) is paid quarterly. Years 6-15: Beginning with the May 2023 coupon payment date,
a contingent coupon at an annual rate of 6.00% (corresponding to approximately $15.00 per quarter per security) is paid
quarterly but only if the closing value of each underlying index is at or above its respective coupon barrier
level on the related observation date.* If, on any observation date in years 6-15, the closing value
of either underlying index is less than the coupon barrier level for such index, we will pay no coupon for the applicable interest
period. It is possible that one or both underlying indices will remain below the respective coupon barrier level(s) for extended
periods of time or even throughout years 6-15 so that you will receive few or no contingent quarterly coupons during that period. |
| --- | --- |
| Payment at Maturity: | If the final index value of each underlying index is greater
than or equal to its respective downside threshold level: the stated principal amount, and, if the final index value of each underlying index is also greater than or equal to its respective coupon barrier level, the contingent quarterly coupon
with respect to the final observation date If the final index value of either underlying index is less than its respective downside threshold level: (i) the stated principal amount multiplied by (ii) the index performance
factor of the worst performing underlying index. Under these circumstances, the payment at maturity will be less than 50% of the
stated principal amount of the securities and could be zero. |
| Stated Principal Amount: | $1,000 |
| Hypothetical Initial Index Value: | With respect to the RTY Index: 1,200 With respect to the SPX Index: 2,500 |
| Hypothetical Coupon Barrier Level: | With respect to the RTY Index: 720, which is 60% of the hypothetical
initial index value for such index With respect to the SPX Index: 1,500, which is 60% of the hypothetical
initial index value for such index |
| Hypothetical Downside Threshold Level: | With respect to the RTY Index: 600, which is 50% of the hypothetical
initial index value for such index With respect to the SPX Index: 1,250, which is 50% of the hypothetical
initial index value for such index |

The actual quarterly 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 quarterly coupon of $15.00 is used in these examples for ease of analysis.

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How to determine whether a contingent quarterly coupon is payable with respect to an observation date during years 6-15:

	Index Closing Value — RTY Index	SPX Index	Contingent Quarterly Coupon
Hypothetical Observation Date 1	950 ( at or above coupon barrier level)	1,700 ( at or above coupon barrier level)	$15.00
Hypothetical Observation Date 2	1,200 ( at or above coupon barrier level)	1,000 ( below coupon barrier level)	$0
Hypothetical Observation Date 3	600 ( below coupon barrier level)	2,000 ( at or above coupon barrier level)	$0
Hypothetical Observation Date 4	500 ( below coupon barrier level)	1,100 ( below coupon barrier level)	$0

On hypothetical observation date 1, both the RTY Index and SPX Index close at or above their respective coupon barrier levels. Therefore a contingent quarterly coupon of $15.00 is paid on the relevant coupon payment date.

On each of the hypothetical observation dates 2 and 3, one underlying index closes at or above its coupon barrier level but the other underlying index closes below its coupon barrier level. Therefore, no contingent quarterly coupon is paid on the relevant coupon payment date.

On hypothetical observation date 4, each underlying index closes below its respective coupon barrier level and accordingly no contingent quarterly coupon is paid on the relevant coupon payment date.

Beginning after 5 years, you will not receive a contingent quarterly coupon on any coupon payment date if the closing value of either underlying index is below its respective coupon barrier level on the related observation date.

How to calculate the payment at maturity:

	Final Index Value — RTY Index	SPX Index	Payment at Maturity
Example 1:	1,500 ( at or above the downside threshold level and coupon barrier level)	3,000 ( at or above the downside threshold level and coupon barrier level)	$1,015.00 (the stated principal amount plus the contingent quarterly coupon with respect to the final observation date)
Example 2:	650 ( at or above the downside threshold level but below the coupon barrier level)	1,750 ( at or above the downside threshold level and coupon barrier level)	$1,000.00 (the stated principal amount)
Example 3:	850 ( at or above the downside threshold level)	1,000 ( below the downside threshold level)	$1,000 x index performance factor of the worst performing underlying = $1,000 x (1,000 / 2,500) = $400
Example 4:	480 ( below the downside threshold level)	1,800 ( at or above the downside threshold level)	$1,000 x (480 / 1,200) = $400
Example 5:	300 ( below the downside threshold level)	1,000 ( below the downside threshold level)	$1,000 x (300 / 1,200) = $250
Example 6:	480 ( below the downside threshold level)	625 ( below the downside threshold level)	$1,000 x (625 / 2,500) = $250

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In example 1, the final index values of both the RTY Index and SPX Index are at or above their downside threshold levels and coupon barrier levels. Therefore, investors receive at maturity the stated principal amount of the securities and the contingent quarterly coupon with respect to the final observation date. Investors do not participate in any appreciation of either underlying index.

In example 2, the final index values of both the RTY Index and the SPX Index are at or above their downside threshold levels. However, the final index value of the RTY Index is below its coupon barrier level. Therefore, investors receive at maturity the stated principal amount of the securities but do not receive the contingent quarterly coupon with respect to the final observation date.

In examples 3 and 4, the final index value of one underlying index is at or above its downside threshold level but the final index value of the other underlying index is below its downside threshold level. Therefore, investors are exposed to the downside performance of the worst performing underlying index at maturity and receive at maturity an amount equal to the stated principal amount times the index performance factor of the worst performing underlying index.

Similarly, in examples 5 and 6, the final index value of each underlying index is below its respective downside threshold level, and investors receive at maturity an amount equal to the stated principal amount times the index performance factor of the worst performing underlying index. In example 5, the RTY Index has declined 75% from its initial index value to its final index value, while the SPX Index has declined 60% from its initial index value to its final index value. Therefore, the payment at maturity equals the stated principal amount times the index performance factor of the RTY Index, which is the worst performing underlying index in this example. In example 6, the RTY Index has declined 60% from its initial index value, while the SPX Index has declined 75% from its initial index value to its final index value. Therefore the payment at maturity equals the stated principal amount times the index performance factor of the SPX Index, which is the worst performing underlying index in this example.

If the final index value of EITHER underlying index is below its respective downside threshold level, you will be exposed to the downside performance of the worst performing underlying index at maturity, and your payment at maturity will be less than $500 per security and could be zero.

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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 prospectus supplement, index supplement and prospectus. We also urge you to consult with 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 they do not guarantee the repayment of principal. If the final index value of either underlying index is less than its downside threshold level of 50% of its initial index value, you will be exposed to the decline in the closing value of the worst performing underlying index, as compared to its initial index value, on a 1-to-1 basis, and you will receive for each security that you hold at maturity an amount equal to the stated principal amount times the index performance factor of the worst performing underlying index. In this case, the payment at maturity will be less than 50% of the stated principal amount and could be zero.

§ After the first 5 years, the securities do not provide for regular interest payments. The terms of the securities differ from those of ordinary debt securities in that they do not provide for the regular payment of interest after the first 5 years. For the first 5 years, the securities will pay a fixed quarterly coupon at the rate specified herein. Thereafter, the securities will pay a contingent quarterly coupon only if the index closing value of each underlying index is at or above 60% of its respective initial index value, which we refer to as the coupon barrier level, on the related observation date. If, on the other hand, the index closing value of either underlying index is lower than the coupon barrier level for such index on the relevant observation date for any interest period during years 6-15, we will pay no coupon on the applicable coupon payment date. It is possible that the index closing value of one or both underlying indices will remain below the respective coupon barrier level(s) for extended periods of time or even throughout years 6-15 so that you will receive few or no contingent quarterly coupons during that period. If you do not earn sufficient contingent quarterly 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 ours of comparable maturity.

§ You are exposed to the price risk of both underlying indices, with respect to both the contingent quarterly coupons after the first 5 years, if any, and the payment at maturity, if any. Your return on the securities is not linked to a basket consisting of both underlying indices. Rather, it will be contingent upon the independent performance of each underlying index. Unlike an instrument with a return linked to a basket of underlying assets in which risk is mitigated and diversified among all the components of the basket, you will be exposed to the risks related to both underlying indices. Poor performance by either underlying index over the term of the securities may negatively affect your return and will not be offset or mitigated by any positive performance by the other underlying index. To receive any contingent quarterly coupons after the first 5 years, each underlying index must close at or above its respective coupon barrier level on the applicable observation date. In addition, if either underlying index has declined to below its respective downside threshold level as of the final observation date, you will be fully exposed to the decline in the worst performing underlying index over the term of the securities on a 1-to-1 basis, even if the other underlying index has appreciated or not declined as much. Under this scenario, the value of any such payment will be less than 50% of the stated principal amount and could be zero. Accordingly, your investment is subject to the price risk of both underlying indices.

§ Because the securities are linked to the performance of the worst performing underlying index, you are exposed to greater risks of receiving no contingent quarterly coupons and sustaining a significant loss on your investment than if the securities were linked to just one index. The risk that you will not receive any contingent quarterly coupons after the first 5 years, or that you will suffer a significant loss on your investment, is greater if you invest in the securities as opposed to substantially similar securities that are linked to the performance of just one underlying index. With two underlying indices, it is more likely that either underlying index will close below its coupon barrier level on any observation date, or its downside threshold level on the final observation date, than if the securities were linked to only one underlying index. Therefore, it is more likely that you will not receive any contingent quarterly coupons and that you will suffer a significant loss on your investment.

§ The contingent quarterly coupon, if any, is based only on the value of each underlying index on the related quarterly observation date at the end of the related interest period. Whether the contingent quarterly coupon will be

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paid on any coupon payment date during years 6-15 will be determined at the end of the relevant interest period, based on the closing value of each underlying index on the relevant quarterly observation date. As a result, you will not know whether you will receive the contingent quarterly coupon on any coupon payment date until near the end of the relevant interest period. Moreover, because the contingent quarterly coupon is based solely on the value of each underlying index on quarterly observation dates, if the closing value of either underlying index on any observation date is below the coupon barrier level for such index, you will receive no coupon for the related interest period, even if the level of such underlying index was at or above its respective coupon barrier level on other days during that interest period and even if the closing value of the other underlying index is at or above the coupon barrier level for such index.

§ Investors will not participate in any appreciation in either underlying index. Investors will not participate in any appreciation in either underlying index from the initial index value for such index, and the return on the securities will be limited to the fixed quarterly coupons and the contingent quarterly coupons, if any, that are paid with respect to each observation date during years 6-15 on which the index closing value of each underlying index is greater than or equal to its respective coupon barrier level.

§ The securities are linked to the Russell 2000 ® Index and are subject to risks associated with small-capitalization companies. As the Russell 2000 ® Index is one of the underlying indices, and the Russell 2000 ® Index consists of stocks issued by companies with relatively small market capitalization, the securities are linked to the value of small-capitalization companies. These companies often have greater stock price volatility, lower trading volume and less liquidity than large-capitalization companies and therefore the Russell 2000 ® Index may be more volatile than indices that consist of stocks issued by large-capitalization companies. Stock prices of small-capitalization companies are also more vulnerable than those of large-capitalization companies to adverse business and economic developments, and the stocks of small-capitalization companies may be thinly traded. In addition, small capitalization companies are typically less well-established and less stable financially than large-capitalization companies and may depend on a small number of key personnel, making them more vulnerable to loss of personnel. Such companies tend to have smaller revenues, less diverse product lines, smaller shares of their product or service markets, fewer financial resources and less competitive strengths than large-capitalization companies and are more susceptible to adverse developments related to their products.

§ 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 each underlying index on any day, including in relation to its respective coupon barrier level and 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 underlying indices,

o whether the index closing value of either underlying index has been below its respective coupon barrier level on any observation date,

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

o dividend rates on the securities underlying the underlying indices,

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 underlying indices and changes in the constituent stocks of such indices, 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 either underlying index has closed near or below its coupon barrier level, and

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especially if either underlying index has closed near or below its 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 either underlying index based on its historical performance. The value of either underlying index may decrease and be below the coupon barrier level for such index on each observation date so that you will receive no return on your investment after the first 5 years, and one or both underlying indices may close below the respective downside threshold level(s) on the final observation date so that you lose more than 50% or all of your initial investment in the securities. There can be no assurance that the closing value of each underlying index will be at or above the respective coupon barrier level on any observation date so that you will receive a coupon payment on the securities for the applicable interest period or that they will be at or above their respective downside threshold levels on the final observation date so that you do not suffer a significant loss on your initial investment in the securities. See “Russell 2000 ® Index Historical Performance” and “S&P 500 ® 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.

§ Not equivalent to investing in the underlying indices. Investing in the securities is not equivalent to investing in either underlying index or the component stocks of either underlying index. Investors in the securities will not participate in any positive performance of either underlying index, and will not have voting rights or rights to receive dividends or other distributions or any other rights with respect to stocks that constitute either underlying index.

§ 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 15-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

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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 18 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 indices, 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 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 have carried out, and will continue to carry out, hedging activities related to the securities (and to other instruments linked to the underlying indices or their component stocks), including trading in the stocks that constitute the underlying indices as well as in other instruments related to the underlying indices. 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 indices and other financial instruments related to the underlying indices 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 have increased the initial index value of an underlying index, and, therefore, could have increased (i) the coupon barrier level for such underlying index, which is the value at or above which such underlying index must close on the observation dates in order for you to earn a contingent quarterly coupon (depending also on the performance of the other underlying index), and (ii) the downside threshold level for such underlying index, 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 worst performing underlying index at maturity (depending also on the performance of the other underlying index). Additionally, such hedging or trading activities during the term of the securities could affect the value of an underlying index on the observation dates, and, accordingly, whether we pay a contingent quarterly coupon on the securities and the amount of cash you receive at maturity, if any (depending also on the performance of the other underlying index).

§ 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. has determined the initial index value, coupon barrier level and downside threshold level for each underlying index, and will determine the payment at maturity, if any, and whether you receive a contingent quarterly coupon on each coupon payment date after the first 5 years and at maturity. 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 an underlying index. These potentially subjective determinations may affect the payout to you at maturity,

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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 indices could adversely affect the value of the securities. The publisher of each underlying index may add, delete or substitute the component stocks of such underlying index or make other methodological changes that could change the value of such underlying index. Any of these actions could adversely affect the value of the securities. The publisher of each underlying index may also discontinue or suspend calculation or publication of such 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 a contingent quarterly coupon will be payable on the securities on the applicable coupon payment date, and/or the amount payable at maturity, will be based on the value of such underlying index, based on the closing prices of the stocks constituting such 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 such underlying index last in effect prior to such discontinuance, as compared to the coupon barrier level or downside threshold level, as applicable (depending also on the performance of the other underlying index).

§ 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 (as defined below) 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.

Non-U.S. Holders (as defined below) 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 promulgated 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 should consult their tax advisers regarding the U.S. federal income tax consequences of an investment in the securities, including possible

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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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Russell 2000 ® Index Historical Performance

The following graph sets forth the daily closing values of the RTY Index for the period from January 1, 2008 through January 26, 2018. The related table sets forth the published high and low closing values, as well as end-of-quarter closing values, of the RTY Index for each quarter for the period from January 1, 2013 through January 26, 2018. The closing value of the underlying index on January 26, 2018 was 1,608.058. We obtained the information in the table and graph below from Bloomberg Financial Markets, without independent verification. The RTY Index has at times experienced periods of high volatility, and you should not take the historical values of the RTY Index as an indication of its future performance. No assurance can be given as to the closing level of the RTY Index on any observation date, including the final observation date.

| RTY Index Daily
Closing Values January 1, 2008
to January 26, 2018 |
| --- |
| ● |
| *The black solid line in the graph indicates the coupon barrier level of 964.835, which is approximately 60% of the initial index value, and the red solid line indicates the downside threshold level of 804.029, which is 50% of the initial index value. |

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Russell 2000 ® Index	High	Low	Period End
2013
First Quarter	953.07	872.61	951.54
Second Quarter	999.99	901.51	977.48
Third Quarter	1,078.41	989.54	1,073.79
Fourth Quarter	1,163.64	1,043.46	1,163.64
2014
First Quarter	1,208.651	1,093.594	1,173.038
Second Quarter	1,192.964	1,095.986	1,192.964
Third Quarter	1,208.150	1,101.676	1,101.676
Fourth Quarter	1,219.109	1,049.303	1,204.696
2015
First Quarter	1,266.373	1,154.709	1,252.772
Second Quarter	1,295.799	1,215.417	1,253.947
Third Quarter	1,273.328	1,083.907	1,100.688
Fourth Quarter	1,204.159	1,097.552	1,135.889
2016
First Quarter	1,114.028	953.715	1,114.028
Second Quarter	1,188.954	1,089.646	1,151.923
Third Quarter	1,263.438	1,139.453	1,251.646
Fourth Quarter	1,388.073	1,156.885	1,357.130
2017
First Quarter	1,413.635	1,345.598	1,385.920
Second Quarter	1,425.985	1,345.244	1,415.359
Third Quarter	1,490.861	1,356.905	1,490.861
Fourth Quarter	1,548.926	1,464.095	1,535.511
2018
First Quarter (through January 26, 2018)	1,610.706	1,550.011	1,608.058

The “Russell 2000 ® Index” is a trademark of FTSE Russell. For more information, see “Russell 2000 ® Index” in the accompanying index supplement.

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S&P 500 ® Index Historical Performance

The following graph sets forth the daily closing values of the SPX Index for the period from January 1, 2008 through January 26, 2018. The related table sets forth the published high and low closing values, as well as end-of-quarter closing values, of the SPX Index for each quarter for the period from January 1, 2013 through January 26, 2018. The closing value of the SPX Index on January 26, 2018 was 2,872.87. We obtained the information in the table and graph below from Bloomberg Financial Markets, without independent verification. The SPX Index has at times experienced periods of high volatility, and you should not take the historical values of the SPX Index as an indication of its future performance. No assurance can be given as to the closing level of the SPX Index on any observation date, including the final observation date.

SPX Index Daily Closing Values January 1, 2008 to January 26, 2018
●
* The black solid line in the graph indicates the coupon barrier level of 1,723.722, which is 60% of the initial index value, and the red solid line indicates the downside threshold level of 1,436.435, which is 50% of the initial index value.

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S&P 500 ® Index	High	Low	Period End
2013
First Quarter	1,569.19	1,457.15	1,569.19
Second Quarter	1,669.16	1,541.61	1,606.28
Third Quarter	1,725.52	1,614.08	1,681.55
Fourth Quarter	1,848.36	1,655.45	1,848.36
2014
First Quarter	1,878.04	1,741.89	1,872.34
Second Quarter	1,962.87	1,815.69	1,960.23
Third Quarter	2,011.36	1,909.57	1,972.29
Fourth Quarter	2,090.57	1,862.49	2,058.90
2015
First Quarter	2,117.39	1,992.67	2,067.89
Second Quarter	2,130.82	2,057.64	2,063.11
Third Quarter	2,128.28	1,867.61	1,920.03
Fourth Quarter	2,109.79	1,923.82	2,043.94
2016
First Quarter	2,063.95	1,829.08	2,059.74
Second Quarter	2,119.12	2,000.54	2,098.86
Third Quarter	2,190.15	2,088.55	2,168.27
Fourth Quarter	2,271.72	2,085.18	2,238.83
2017
First Quarter	2,395.96	2,257.83	2,362.72
Second Quarter	2,453.46	2,328.95	2,423.41
Third Quarter	2,519.36	2,409.75	2,519.36
Fourth Quarter	2,690.16	2,529.12	2,673.61
2018
First Quarter (through January 26, 2018)	2,872.87	2,695.81	2,872.87

“Standard & Poor’s ® ,” “S&P ® ,” “S&P 500 ® ,” “Standard & Poor’s 500” and “500” are trademarks of Standard and Poor’s Financial Services LLC. See “S&P 500 ® 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 pricing supplement.

| Additional
Provisions: | |
| --- | --- |
| Day
count convention: | 30/360 |
| Underlying
index publishers: | With respect to the RTY
Index, FTSE Russell With respect to the SPX
Index, S&P Dow Jones Indices LLC |
| Denominations: | $1,000 per security and integral
multiples thereof |
| Interest
period: | Quarterly |
| 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 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 coupon payment date; provided that any contingent quarterly 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 investors in the securities who: · purchase
the securities in the original offering; 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 disposing of the securities to you. |

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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. 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. Moreover, the discussion below does not address the consequences to taxpayers subject to special tax accounting rules under Section 451(b) of the Code. 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, 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

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adverse tax consequences to holders of the securities because the deductibility of capital losses is subject to limitations. 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 · 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;

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· 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 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. Section 871(m) Withholding Tax on Dividend Equivalents Section 871(m) of the Code and Treasury regulations promulgated thereunder (“Section 871(m)”) generally impose a 30% (or a lower applicable treaty rate) withholding tax on dividend equivalents paid or deemed paid to Non-U.S. Holders with respect to certain financial instruments linked to U.S. equities or indices that include U.S. equities (each, an “Underlying Security”). Subject to certain exceptions, Section 871(m) generally applies to securities that substantially replicate the economic performance of one or more Underlying Securities, as determined based on tests set forth in the applicable Treasury regulations (a “Specified Security”). However, pursuant to an IRS notice, Section 871(m) will not apply to securities issued before January 1, 2019 that do not have a delta of one with respect to any Underlying Security. Based on our determination that the securities do not have a delta of one with respect to any Underlying Security, our counsel is of the opinion that the securities should not be Specified Securities and, therefore, should not be subject to Section 871(m). Our determination is not binding on the IRS, and the IRS may disagree with this determination. Section 871(m) is complex and its application may depend on your particular circumstances, including whether you enter into other transactions with respect to an Underlying Security. If Section 871(m) withholding is required, we will not be required to pay any additional amounts with respect to the amounts so withheld. You should consult your tax adviser regarding the potential application of Section 871(m) to the securities. 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 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,

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| | 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. FATCA 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. 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 quarterly coupon, if any, and payment at maturity 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 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 coupon payment date and at maturity
or whether a market disruption event has occurred. See “Market disruption event” and “Discontinuance
of an 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: | With respect to each underlying index, a day,
as determined by the calculation agent, on which trading is generally conducted on each of the relevant exchange(s) for such
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: | With respect to the RTY
Index, index closing value on any index business day means the closing value of such underlying index or any successor
index reported by Bloomberg Financial Services, or any successor reporting service the calculation agent may select, on
such index business day. In certain circumstances, the index closing value for the RTY Index will be based on the alternate
calculation of such underlying index as described under “Discontinuance of an underlying index; alteration of method
of calculation” below. The closing value of the
RTY Index reported by Bloomberg Financial Services may be lower or higher than the official closing value of the RTY Index
published by the underlying index publisher for such underlying index. With respect to the SPX
Index, index closing value on any index business day means the official closing value of such underlying index, or any
successor index (as defined under “Discontinuance of an 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 for the SPX Index, as determined by the calculation agent. In certain circumstances, the index closing value
for the SPX Index will be based on the alternate calculation of such underlying index as described under “Discontinuance
of an underlying index; alteration of method of calculation” below. |
| Market
disruption event: | With respect to each underlying
index, market disruption event means: (i) the
occurrence or existence of any of: |

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| | (a)
a suspension, absence or material limitation of trading of securities then constituting 20 percent or more of the value
of such underlying index (or a 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 such underlying index (or a 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 such underlying index (or a 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 an underlying index, if trading in a security included
in such underlying index is materially suspended or materially limited at that time, then the relevant percentage contribution
of that security to the value of such underlying index shall be based on a comparison of (x) the portion of the value
of such underlying index attributable to that security relative to (y) the overall value of such underlying index, in
each case immediately before that suspension or limitation. For the purpose of determining
whether a market disruption event exists at any time with respect to an 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 such 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 such 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 such 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 each 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 with respect to any underlying index or if there
is a market disruption event on such day with respect to any underlying index, the relevant observation date solely with
respect to that affected underlying index shall be the next succeeding index business day with respect to that underlying
index on which there is no market disruption event with respect to that underlying index; provided that if a market
disruption event with respect to that underlying index has occurred on each of the five index business days with respect
to that underlying index 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 with respect to that affected underlying index,
notwithstanding the occurrence of a market disruption event with respect to that underlying index on such day and (ii)
with respect to any such fifth index business day on which a market disruption event occurs with respect to that underlying
index, 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 that 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 |

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| | constituting that affected underlying index without any rebalancing or substitution of such
securities following the commencement of the market disruption event. |
| --- | --- |
| Postponement
of coupon payment dates and maturity date: | If any scheduled coupon payment date is not a business day, that
quarterly coupon, if any, shall be paid on the next succeeding business day; provided that the contingent quarterly
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 with respect to either underlying index is postponed
so that it falls less than two business days prior to the scheduled coupon payment date or maturity date, as applicable, the
coupon payment date or maturity date, as applicable, shall be postponed to the second business day following the observation
date as postponed, by which date the index closing value of each underlying index has been determined. In any of
these cases, no adjustment shall be made to any quarterly coupon payment made on that postponed date. |
| Discontinuance
of an underlying index; alteration of method of calculation: | If any underlying index
publisher discontinues publication of the relevant underlying index and such 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 for the discontinued index 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
for such underlying index is to be determined, and, to the extent the index closing value of such successor index differs
from the index closing value of the relevant underlying index at the time of such substitution, proportionate adjustments
will be made by the calculation agent to the relevant initial index value, coupon barrier level and downside threshold
level. Upon any selection by
the calculation agent of a 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 any underlying index
publisher discontinues publication of the relevant underlying index or a 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 underlying
index for such date. The index closing value of such underlying index or such successor index 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 an underlying index may adversely affect the value of the
securities. If at any time, the method
of calculating any underlying index or any successor index, or the value thereof, is changed in a material respect, or
if any underlying index or any 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 for such underlying index 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 such underlying index or such 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 such underlying index or such
successor index, as adjusted. Accordingly, if the method of calculating any underlying index or any 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 such underlying index), then the calculation agent will adjust such index in order to arrive at a value
of such underlying index or such 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 |

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| | 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 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
beginning on page 4 above comprise the agent’s commissions and the cost of issuing, structuring and hedging the
securities. See also “Use of Proceeds” in the accompanying prospectus. On or prior to the pricing date, we hedged 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 |

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| | counterparties to have taken positions in the stocks constituting the underlying indices and in futures
and/or options contracts on the underlying indices or the component stocks of the underlying indices listed on major securities
markets. Such purchase activity could have increased the initial index value of an underlying index, and, as a
result, could have increased (i) the coupon barrier level for such underlying index, which is the level at or above which
such underlying index must close on each observation date in order for you to earn a contingent quarterly coupon (depending
also on the performance of the other underlying index), and (ii) the downside threshold level for such underlying index, which
is the level 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 worst performing underlying index at maturity (depending also on the performance of the other
underlying index). 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 such underlying index on the observation dates, and, accordingly, whether
we pay a contingent quarterly coupon on the securities and the amount of cash you receive at maturity, if any (depending also
on the performance of the other underlying index). |
| --- | --- |
| Benefit
plan investor considerations: | Each fiduciary of a pension,
profit-sharing or other employee benefit plan subject to Title I of 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 (such
accounts and plans, together with other plans, accounts and arrangements subject to Section 4975 of the Code, 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 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) 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 of these securities will not constitute or result in a non-exempt
prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or violate 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 |

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| | 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 investment is appropriate for plans generally or any particular plan. In this regard, neither this
discussion nor anything provided in this document is or is intended to be investment advice directed at any potential
Plan purchaser or at Plan purchasers generally and such purchasers of these securities should consult and rely on their
own counsel and advisers as to whether an investment in these securities is suitable. 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 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 pricing supplement. Selected dealers, which may include our affiliates, and their financial advisors will
collectively receive from the agent, a fixed sales commission of $35 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 $5 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. 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 |

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| | 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. |
| --- | --- |
| Validity
of the securities: | In the opinion of Davis Polk & Wardwell LLP, as special counsel
to MSFL and Morgan Stanley, when the securities offered by this pricing supplement have been executed and issued by MSFL,
authenticated by the trustee pursuant to the MSFL Senior Debt Indenture (as defined in the accompanying prospectus) and delivered
against payment as contemplated herein, such securities will be valid and binding obligations of MSFL and the related guarantee
will be a valid and binding obligation of Morgan Stanley, enforceable in accordance with their terms, subject to applicable
bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable
principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad
faith), provided that such counsel expresses no opinion as to (i) the effect of fraudulent conveyance, fraudulent transfer
or similar provision of applicable law on the conclusions expressed above and (ii) any provision of the MSFL Senior Debt Indenture
that purports to avoid the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law by
limiting the amount of Morgan Stanley’s obligation under the related guarantee. This opinion is given as
of the date hereof and is limited to the laws of the State of New York, the General Corporation Law of the State of Delaware
and the Delaware Limited Liability Company Act. In addition, this opinion is subject to customary assumptions about
the trustee’s authorization, execution and delivery of the MSFL Senior Debt Indenture and its authentication of the
securities and the validity, binding nature and enforceability of the MSFL Senior Debt Indenture with respect to the trustee,
all as stated in the letter of such counsel dated November 16, 2017, which is Exhibit 5-a to the Registration Statement on
Form S-3 filed by Morgan Stanley on November 16, 2017. |
| 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 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 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 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 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 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 |

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| | 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 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: | MSFL and Morgan Stanley
have filed a registration statement (including a prospectus, as supplemented by the prospectus supplement and the 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 MSFL and Morgan Stanley have filed with the SEC for more complete information
about MSFL, Morgan Stanley and this offering. You may get these documents without cost by visiting EDGAR on the SEC web
site at . www.sec.gov. Alternatively, MSFL, Morgan Stanley, 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 800-584-6837. You may access these documents
on the SEC web site at . www.sec.gov as follows: Prospectus
Supplement dated November 16, 2017 Index
Supplement dated November 16, 2017 Prospectus
dated November 16, 2017 Terms used but not defined
in this pricing supplement are defined in the prospectus supplement, in the index supplement or in the prospectus. |

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MORGAN STANLEY Capital/Financing Update 2018

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MORGAN STANLEY — Capital/Financing Update 2018

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MORGAN STANLEY Capital/Financing Update 2018