MS Morgan Stanley

Euro Floating Rate Senior Registered Notes Due 2021

Issuer:

Morgan Stanley

Principal Amount:

€1,750,000,000

Maturity Date:

November 9, 2021

Trade Date:

October 18, 2017

Original Issue Date (Settlement):

October 23, 2017 (T+3)

Interest Accrual Date:

October 23, 2017

Issue Price (Price to Public):

100.00%

Agents’ Commission:

0.30%

All-in Price:

99.70%

Net Proceeds to Issuer:

€1,744,750,000

Base Rate:

EURIBOR

Spread (plus or minus):

Plus 0.38%

Index Maturity:

Three months

Interest Payment Period:

Quarterly

Interest Payment Dates:

Each February 9, May 9, August 9 and November 9, commencing February 9, 2018

Initial Interest Rate:

The Base Rate plus 0.38%; to be determined by the Calculation Agent on the second TARGET Settlement Day immediately preceding the Original Issue Date

Initial Interest Reset Date:

February 9, 2018

Interest Reset Dates:

Each Interest Payment Date

Interest Reset Period:

Quarterly

Day Count Convention:

Actual/360

Optional Redemption:

The Issuer may, at its option, redeem the notes, in whole but not in part, on November 9, 2020, on at least 10 but not more than 60 days’ prior notice, at a redemption price equal to 100% of their principal amount, plus accrued and unpaid interest on the notes to but excluding the redemption date. See “Description of Debt Securities – Redemption and Repurchase of Debt Securities – Notice of Redemption” in the below-referenced Prospectus.  If the notes are redeemed prior to their stated maturity date, you may have to re-invest the proceeds in a lower interest rate environment.

Tax Redemption and Payment of

Additional Amounts:

Yes

Specified Currency:

Euro (“€”)

Minimum Denominations:

€100,000 and integral multiples of €1,000 in excess thereof

Business Days:

London, TARGET Settlement Day and New York

Listing:

Application will be made for listing on the Official List of the UK Listing Authority and for admission to trading on the London Stock Exchange’s Regulated Market after the original issue date.  No assurance can be given that such applications will be granted.

ISIN:

XS1706111876

Common Code:

170611187

Form:

Registered; issued under the New Safekeeping Structure (intended to be Eurosystem

Issuer Ratings:

A3 (Moody’s) / BBB+ (Standard & Poor’s) / A (Fitch) / A- (R&I) / A (high) (DBRS) (Stable / Stable / Stable / Stable / Stable)

Agents:

Morgan Stanley & Co. International plc (“MSIP”) and such other agents as shall be named in the above-referenced pricing supplement.  MSIP is not a U.S. registered broker-dealer and, therefore, to the extent that it intends to effect any sales of the notes in the United States, it will do so through Morgan Stanley & Co. LLC (“MS&Co.”).  MS&Co. is our wholly-owned subsidiary. MS&Co. will therefore conduct this offering in compliance with the requirements of 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 without the prior written approval of the customer.