MORGAN STANLEY — Regulatory Filings 2010

Dec 13, 2010

Final Terms dated 13 December 2010

Morgan Stanley

Issue of £701,091 Notes due 2016

linked to FTSETM 100 Index Warrants

under the Programme for the Issuance of Morgan Stanley Notes linked to Morgan Stanley Jersey Warrants exercisable for Morgan Stanley Preference Shares

PART A - CONTRACTUAL TERMS

The Base Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that, except as provided in sub-paragraph (ii) below, any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (2003/71/EC) (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Notes. Accordingly any person making or intending to make an offer of the Notes may only do so:

• (i) in circumstances in which no obligation arises for the Issuer, Dealer or any Distributor to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer; or
• (ii) in those Public Offer Jurisdictions mentioned in Paragraph 48 of Part A below, provided such person is one of the persons mentioned in Paragraph 48 of Part A below and that such offer is made during the Offer Period specified for such purpose therein.

None of the Issuer, the Dealer and the Distributor has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances.

THE NOTES DESCRIBED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE IN THE UNITED STATES, AND ARE SUBJECT TO U.S. TAX LAW REQUIREMENTS. THE NOTES DESCRIBED HEREIN MAY NOT BE OFFERED, SOLD OR DELIVERED AT ANY TIME, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS (AS DEFINED IN EITHER REGULATION S UNDER THE SECURITIES ACT OR THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED). SEE "SUBSCRIPTION AND SALE" AND "NO OWNERSHIP BY U.S. PERSONS" IN THE BASE PROSPECTUS DATED 6 AUGUST 2010. IN PURCHASING THE NOTES, PURCHASERS WILL BE DEEMED TO REPRESENT AND WARRANT THAT THEY ARE NEITHER LOCATED IN THE UNITED STATES NOR A U.S. PERSON AND THAT THEY ARE NOT PURCHASING FOR, OR FOR THE ACCOUNT OR BENEFIT OF, ANY SUCH PERSON. THE NOTES ARE NOT RATED. THE NOTES ARE SENIOR UNSECURED OBLIGATIONS OF MORGAN STANLEY, AND ALL PAYMENTS ON THE NOTES, INCLUDING THE REPAYMENT OF PRINCIPAL, ARE SUBJECT TO THE CREDIT RISKOF MORGAN STANLEY.

The Notes are senior unsecured obligations of Morgan Stanley, and all payments on the notes are subject to the credit risk of Morgan Stanley. The Notes are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.

This document constitutes Final Terms relating to the issue of Notes described herein. Terms used herein shall be deemed to be defined as such for the purposes of the Note Conditions incorporated by reference in the Base Prospectus dated 6 August 2010 which constitutes a Base Prospectus (the Base Prospectus) for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the Prospectus Directive). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Base Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. Copies of the Base Prospectus are available from the offices of Morgan Stanley & Co. International plc at 20 Bank Street, Canary Wharf, London E14 4AD.

POTENTIAL INVESTORS ARE URGED TO CONSULT WITH THEIR LEGAL, REGULATORY, INVESTMENT, ACCOUNTING, TAX AND OTHER ADVISORS WITH REGARD TO ANY PROPOSED OR ACTUAL INVESTMENT IN THESE SECURITIES

Morgan Stanley is not qualified to give legal, tax or accounting advice to its clients and does not purport to do so in this document. Clients are urged to seek the advice of their own professional advisers about the consequences of the proposals contained herein.

US Treasury Circular 230 Notice - Morgan Stanley does not render advice on tax and tax accounting matters to clients. This material was not intended or written to be used, and it cannot be used by any taxpayer, for the purpose of avoiding penalties that may be imposed on the taxpayer under U.S. federal tax laws.

1.	Issuer:		Morgan Stanley
2.	(i)	Series Number:	4196
	(ii)	Tranche Number:	1
3.	Specified Currency or Currencies:		Pounds sterling ("£")
4.	Aggre	Aggregate Principal Amount of the Notes:
	Series:		£701,091
	Tranche:		£701,091
5.	Issue Price		100 per cent. of par per Note
6.	Specified Denominations (Par): (Condition 3)		£1.00
7.	(i)	Issue Date:	13 December 2010
	(ii)	Trade Date	13 December 2010
8.	Maturity Date:		28 December 2016
9.	Interest Basis:		Non-interest bearing
10.	Redemption/Payment Basis:		Redemption at par
			(further particulars specified below)
11.	Put/C	all Options:

• (i) Redemption at the option of the Not Applicable Issuer:
• (ii) Redemption at the option of the Not Applicable Noteholders:

Other Put/Call Options:

Not Applicable

1. Method of distribution:

Non-syndicated

1. Equity Linked Note Provisions (Condition 10):

Not Applicable

Notwithstanding that the Notes are not Equity Linked Notes, Condition 10.5 (Additional Disruption Events) shall apply to the Notes.

Additional Disruption Event:

All (but not some only) of the Warrants (as defined at paragraph 16 (Final Redemption Amount of each Note) below) are purchased and cancelled pursuant to Condition 22 of the Warrants.

PROVISIONS RELATING TO REDEMPTION

1. Call Option

Not Applicable

(Condition 15.7)

1. Put Option

Not Applicable

(Condition 15.9)

1. Final Redemption Amount of each Note (Condition 15.1)

£1.00 per Note unless on the Election Valuation Date the market value of a Warrant determined by the Determination Agent in good faith and in a commercially reasonable manner (the "Warrant Market Value") is more than £1.00 in which case the Final Redemption Amount shall be determined as follows:

• (a) if the Warrant Market Value is more than £1.00 but equal to or less than £1.03, the Note Redemption Amount shall be an amount equal to the Warrant Market Value; and

• (b) if the Warrant Market Value is more than £1.03, the Final Redemption Amount shall be £1.03

• Warrants:

701,091 Warrants linked to the FTSE^TM 100 Index, Series W836, ISIN JE00B4QKD800 issued by Morgan Stanley (Jersey) Limited and guaranteed by Morgan Stanley. Each Warrant is exercisable for one Class 836 Preference Share in Morgan Stanley (Jersey) Limited guaranteed by Morgan Stanley

The terms of the Warrants are contained in Part C ("Final Terms Relating to the Warrants") of these Final Terms. The Preference Shares (including the Guarantee thereof) are described in Part D ("Terms of the Preference Shares") of these Final Terms.

1. Election Valuation Date: The Final Observation Date (as defined in Part C of these Final Terms)

2. Early Termination Amount and Redemption Amount upon early redemption (Condition 15.2, 15.5, 15.10 and 20)

Early Redemption Amount(s) of each Note payable on redemption for taxation reasons or on event of default or other early redemption and/or the method of calculating the same (if required or if different from that set out in the Conditions):

An amount in cash equal to the fair market value of such Note on the date of such early termination less such Note's pro rata share of the reasonable cost to the Issuer and/or its affiliates of unwinding, or the loss realised by the Issuer and/or its affiliates on, any related hedging arrangements, all as calculated by the Determination Agent in its sole and absolute discretion.

GENERAL PROVISIONS APPLICABLE TO THE NOTES

1. Form of Notes: (Condition 3)

Bearer Notes:

Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes in the limited circumstances specified in the Permanent Global Note

1. Additional Financial Centre or other special provisions relating to Payment Dates:

Not Applicable

1. Other final terms: Not Applicable

DISTRIBUTION

1. If syndicated, names and addresses of Managers and underwriting commitments; and names and addresses of the entities agreeing to place the issue without a firm commitment or on a "best efforts" basis if such entities are not the same as the Managers:)

Not Applicable

Date of Subscription Agreement: (ii)

Not Applicable

Stabilising Manager(s) (if any):

Not Applicable

If non-syndicated, name and address of Morgan Stanley & Co. International plc 24.

Dealer:

20 Bank Street London E14 4AD

1. Non-exempt offer:

An offer of the Notes may be made by the Distributor other than pursuant to Article 3(2) of the Prospective Directive in the UK (Public Offer Jurisdictions) during the period from 1 October 2010 to 10 December 2010 (Offer Period) when the "The Morgan Stanley FTSE Protected Growth Plan 37" (the "Plan") will be offered to the investors, as fully set out in Part B below.

1. Whether TEFRA D or TEFRA C rules

applicable or TEFRA rules not applicable:

TEFRA D

Total commission and concession:

Not Applicable

Additional selling restrictions:

Not Applicable

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in these Final Terms.

Signed on behalf of the Issuer:

Duly authorised

PART B – OTHER INFORMATION

1. LISTING

(i) Listing of the Notes Application has been made for the Notes to be

listed on the Official List of the UK Listing

Authority with effect from the Issue Date.

(ii) Admission to trading of the Notes: Application has been made for the Notes to be

admitted to trading on the London Stock Exchange plc's Regulated Market with effect

from the Issue Date.

1. RATINGS

Ratings of the Notes: The Notes have not been rated.

1. OPERATIONAL INFORMATION

ISIN Code: XS0545867797

Common Code: 054586779

New Global Note: No

Any clearing system(s) other than Euroclear Not Applicable Bank S.A./N.V. and Clearstream and the relevant

identification number(s):

Delivery to the Dealer: Delivery free of payment

Names and addresses of additional Paying Not Applicable Agent(s) (if any):

Intended to be held in a manner which would No allow Eurosystem eligibility:

1. USE OF PROCEEDS Not Applicable

2. INFORMATION CONCERNING Information concerning the FTSE^TM 100 Index,

THE FTSE™ 100 INDEX

including past and further performance and volatility can be found at http://www.ftse.com/Indices/UK_Indices/index.js

1. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

(i) Reasons for the offer: The net proceeds from the sale of Notes will be

used by the Issuer for general corporate purposes, in connection with hedging the Issuer's obligations under the Notes, or both

(ii) Estimated net proceeds: GBP701,091, subject to the final size of

subscription

(iii) Estimated total expenses:

Not applicable to the offer.

7. TERMS AND CONDITIONS OF THE OFFER

Offer Price:

Issue Price

Conditions to which the offer is subject:

The Notes are exclusively offered to the Distributor and Plan Manager, Morgan Stanley & Co. International plc who purchases the Notes as underlying investment of the Plan being offered to the investors. Offer of the Notes is conditional upon the launch of the Plan.

Description of the application process:

Not Applicable

Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants:

The Dealer and the Distributor agree to adjust the subscription according to the subscription amount of the Plan.

Details of the minimum and/or maximum amount of application:

Not Applicable

Details of the method and time limited for paying up and delivering the Notes:

The Notes will be issued on the Issue Date against payment to the Issuer of the net subscription moneys

Manner in and date on which results of the offer are to be made public:

Not Applicable

Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised:

Not Applicable

Categories of potential investors to which the Notes are offered and whether tranche(s) have been reserved for certain countries: The Issuer does not intend to offer the Notes through the Distributor to any investors. The Distributor, acting as Plan Manager will invest in the Notes on behalf of the investors of the Plan.

Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made:

The Issuer has not authorised the Distributor to distribute the Notes to any investors who are not investing in the Plan. Not Applicable

Amount of any expenses and taxes specifically charged to the

Not Applicable

subscriber or purchaser:

Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place.

PART C - FINAL TERMS RELATING TO THE WARRANTS

FINAL TERMS dated 13 December 2010

Series Number: W836 Common Code: 054621990 Tranche: 1 ISIN: JE00B4QKD800

MORGAN STANLEY (JERSEY) LIMITED as Issuer

(incorporated with limited liability in Jersey, Channel Islands)

MORGAN STANLEY as Guarantor

PROGRAM FOR THE ISSUANCE OF WARRANTS AND CERTIFICATES

Issue of 701,091 Warrants linked to the FTSE $^{\text{TM}}$ 100 Index

THE WARRANTS DESCRIBED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE IN THE UNITED STATES, AND ARE SUBJECT TO U.S. TAX LAW REQUIREMENTS. THE WARRANTS DESCRIBED HEREIN MAY NOT BE OFFERED, SOLD OR DELIVERED AT ANY TIME, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS (AS DEFINED IN EITHER REGULATION S UNDER THE SECURITIES ACT OR THE STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED). SEE "SUBSCRIPTION AND SALE" AND "NO OWNERSHIP BY U.S. PERSONS" IN THE BASE PROSPECTUS DATED 6 AUGUST 2010. IN PURCHASING THE WARRANTS, PURCHASERS WILL BE DEEMED TO REPRESENT AND WARRANT THAT THEY ARE NEITHER LOCATED IN THE UNITED STATES NOR A U.S. PERSON AND THAT THEY ARE NOT PURCHASING FOR, OR FOR THE ACCOUNT OR BENEFIT OF, ANY SUCH PERSON. THE WARRANTS ARE NOT RATED.

This document constitutes Final Terms relating to the issue of Warrants described herein. Terms used herein shall be deemed to be defined as such for the purposes of the Warrant Conditions incorporated by reference in the Base Prospectus dated 6 August 2010 which constitutes the Base Prospectus (the Base Prospectus). This document constitutes the Final Terms of the Warrants described herein and must be read in conjunction with such Base Prospectus. The Warrants shall constitute Securities for the purposes of the Warrant Conditions. Full information on the Issuer, the Guarantor and the offer of the Warrants is only available on the basis of the combination of these Final Terms and the Base Prospectus.

Index Disclaimer

The FTSE® 100 Index

"FTSE" is a trademark of the London Stock Exchange Plc and The Financial Times Limited and is used by FTSE International Limited ("FTSE") under licence. The Issuer is licensed by FTSE to redistribute the FTSE® 100 Index. All rights in and to the FTSE® 100 Index vest in FTSE and/or its licensors. All

information is provided for reference only. Neither FTSE nor its licensors shall be responsible for any error or omission in the FTSE® 100 Index.

General

1. Issuer: Morgan Stanley (Jersey) Limited

2. Guarantor: Morgan Stanley

3. Aggregate Number of 701,091 Warrants in the Series:

4. Aggregate Number of 701,091 Warrants in the Tranche:

5. Issue Date: 13 December 2010

6. Issue Price: The Issue Price per Warrant is £1.00 per Warrant payable on the

Expiration Date subject to the Warrants being delivered upon redemption of the £701,091 Notes due 2016 linked to the FTSE^TM 100 Index Warrants, Series 4196, ISIN XS0545867797, issued by Morgan Stanley on 13 December 2010 (the "Notes"). If the Warrants are not so delivered, the Warrants will be cancelled and

the Issue Price will no longer be payable.

1. Warrant Style: European Style Warrants (Condition 4)

2. Type: The Warrants are Index Warrants and Share Warrants

For Share Warrants only Notwithstanding that the Warrants are Share Warrants, Condition 7

so far as it relates to Share Warrants shall not apply to the

Warrants.

(i) Underlying Security: Class 836 Preference Share in Morgan Stanley (Jersey) Limited

guaranteed by Morgan Stanley. The Underlying Securities will be represented by a single certificate representing all the Underlying Securities (see Part D – Terms of the Preference Shares) and will

be delivered through Euroclear and Clearstream, Luxembourg.

(ii) Relevant Issuer: Morgan Stanley (Jersey) Limited

(iii) Exchange Not Applicable

(iv) Related Exchange: Not Applicable

(v) Exchange Business Not Applicable

) Initial Date:

Not Applicable

(vii) Additional Disruption Not Applicable

Events:

Day:

(vi)

For Index Warrants only

(viii) Index: The FTSE™ 100 Index. The Index is not a Multi-Exchange Index.

(ix) Exchange(s): London Stock Exchange

(x) Related Exchange: London International Futures and Options Exchange

(xi) Exchange Business Any Scheduled Trading Day on which the Exchange and the Day: Related Exchange are open for trading during their respective

regular trading sessions, notwithstanding the Exchange or the Related Exchange closing prior to its Scheduled Closing Time.

(xii) Averaging Dates: Not Applicable

(xiii) Additional Disruption Applicable:

Events:

Change of Law

Hedging Disruption

Increased Cost of Hedging

Exercise

1. Expiration Date: 12 January 2017

2. Latest Exercise Time: 10:00 a.m. Brussels time (in the case of Euroclear) or 10:00 a.m.

Luxembourg Time (in the case of Clearstream, Luxembourg)

1. Minimum Exercise Number: Not Applicable

(Condition 5.10)

Settlement

1. Settlement Basis: The Warrants are Full Physical Settlement Warrants.

(Condition 4)

1. Ratio: 1 Warrant relates to 1 Underlying Security.

2. Strike Price Payment Date: Expiration Date

3. Strike Price: (1) If in the determination of the Determination Agent a Fixing

Event has occurred (the date on which such event occurs the

"Affected Observation Date"):

£ 10 – Fixed Amount * (Accrual/£1) * FFL/(FIL* Exp(-Div*T));

or

(2) if in the determination of the Determination Agent no

Fixing Event has occurred and:

(a) a Knock-in Event has not occurred:

£10– (£1+ (£1 * Participation * (Max (0, Index Final/Index Initial – 1)))) * FFL/(FIL*Exp(-Div*T); or

(b) a Knock-in Event has occurred:

£10 - (£1 * (Index Final/ Index Initial)) * FFL / (FIL * Exp(-Div*T))

where:

"Accrual" means (a) in the event that the Strike Price is calculated pursuant to paragraph (i) above, the value as calculated by the Determination Agent of £1 increased by interest at overnight GBP LIBOR compounded from, but excluding, the Affected Observation Date to and including the Final Observation Date, or (b) in the event that the Strike Price is calculated pursuant to paragraph (ii) above, £1;

"Barrier Level" means the product of (a) Index Initial and (b) 50 per cent.;

"Div" means 4.8 per cent.;

"Expiration Valuation Date" means the first Scheduled Trading Day immediately preceding the Expiration Date that is not a Disrupted Day;

"FFL" means the Index Level on the Expiration Valuation Date;

"FIL" means the Index Level on the Final Observation Date;

"Final Observation Date" means 13 December 2016 or, if any such date is not a Scheduled Trading Day, the next following Scheduled Trading Day unless such day is a Disrupted Day. If any such day is a Disrupted Day, then that Observation Date shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day, unless each of the eight Scheduled Trading Days immediately following the date that but for the occurrence of an event causing a Disrupted Day would have been that Observation Date is a Disrupted Day. In that case, (1) that eighth Scheduled Trading Day shall be deemed to be that Observation Date, notwithstanding the fact that such day is a Disrupted Day, and (2) the Determination Agent shall determine in its sole and absolute discretion the level of the Index as of the Valuation Time on that eighth Scheduled Trading Day in accordance with the formula for and method of calculating the Index last in effect prior to the occurrence of the first Disrupted Day using the Exchange traded or quoted price as of the Valuation Time on that eighth Scheduled Trading Day of each security comprised in the Index (or, if an event giving rise to a Disrupted Day has occurred in respect of the relevant security on that eighth Scheduled Trading Day, its good faith estimate of the value for the relevant security as of the Valuation Time on that eighth Scheduled Trading Day);

"Fixed Amount" means £1.50

"Fixing Event" means the Index Level on 13 December 2013 is equal to or greater than the Fixing Level;

"Fixing Level" means 110% of Index Initial;

"Index Initial" means the Index Level on the Issue Date:

"Index Final" means the Index Level on the Final Observation Date

"Index Level" means, the official closing level of the Index on the Exchange on such date, as determined by the Determination Agent;

"Knock-In Event" means the Index Level is less than 50% of the Index Initial on the Final Observation Date;

"Participation" means 130%;

"T" means the number of days in the period from and including the Final Observation Date to but excluding the Expiration Valuation Date divided by 365.

The Strike Price will be rounded to the nearest 1 pence with 0.5 pence being rounded downwards.

Adjustment to Index

References to "any Valuation Date" and "Final Price" in Condition 7.2.2 shall be deemed to be references to "the Expiration Valuation Date" and "Index Level" respectively; and

References to "final Valuation Date" and "Fiscal Agent" in Condition 7.2.3 shall be deemed to be references to "Expiration Valuation Date" and "Principal Securities Agent" respectively.

1. Settlement Price: Not Applicable 17. Physical Settlement Date: As defined in Condition 1 Additional details 18. Determination Agent: As defined in the Conditions 19. Listing: None 20. Clearance Systems: Euroclear and Clearstream, Luxembourg 21. Additional Selling Restrictions: Not Applicable Signed on behalf of the Issuer: By:

***************************************

Duly authorised

PART D - TERMS OF THE PREFERENCE SHARES

Description of Certain Rights

The following when read in conjunction with the Description of the Preference Shares set out in the Base Prospectus dated 6 August 2010 is a description of certain rights attaching to the Preference Shares which are set out in full in, are subject to, and are qualified in their entirety by reference to, the Memorandum and Articles of Association of Morgan Stanley (Jersey) Limited (the Issuer) and the Statement of Rights in relation to the Preference Shares approved by the Board of Directors of the Issuer on 4 August 2010 (together, the Articles).

1. Class 836

2. Redemption Amount: With respect to each Preference Share redeemed the

following amount as at the Redemption Date:

£10.00 * Interest Factor

where:

"Determination Agent" means Morgan Stanley & Co. International plc;

"Interest Factor" means [1 + (Day Count/365 * GBP LIBOR)];

"Issue Date" means 12 January 2017;

"Issue Price" means the Strike Price of the Warrant;

"Day Count" means the number of calendar days from and including the Issue Date to but excluding the Redemption Date; and

"GBP LIBOR" means the interpolated GBP LIBOR swap rate applicable to an investment period starting on (and including) the Issue Date and extending to (but excluding) the Redemption Date, expressed as a percentage, as determined by the Determination Agent by reference to the official British Bankers' Association LIBOR fixings ("BBA Fixings") on the Issue Date or, in the event there is no such fixing on that date, the BBA Fixing on the immediately following day on which there is a fixing.

1. Redemption Date: 15 January 2018

15 January 2018 or such earlier date as the holders of the Preference Shares may determine as set out below.

1. Optional Early Redemption Period: From and including 13 July 2017 to but excluding 15 January 2018