MORGAN STANLEY FWP Form Submitted by: MORGAN STANLEY

ohthe occurrence of certain events affecting the underlying stock which may or may not require adjustment of the Adjustment Factor, and

ohany actual or anticipated change in our credit ratings or credit spreads.

The price of the underlying stock can be, and recently has been, volatile, and we cannot guarantee that the volatility will decrease. See “Introduction to Amazon.com, Inc.” below. You may receive less, or even significantly less, than the principal amount shown per security if you attempt to sell your securities before maturity.

Securities are subject to our credit risk, and any actual or anticipated change in our credit ratings or credit spreads may adversely affect the market value of the securities. You depend on our ability to pay all amounts due on the securities on each contingent payment date, on automatic redemption or at maturity, and you are therefore subject to our credit risk. If we were to default on our obligations under the Securities, your investment would be at risk and you could lose some or all of your investment. Accordingly, 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 any increase in credit spreads imposed by the market to take our credit risk could adversely affect the market value of the securities.

As a financial subsidiary, MSFL has no independent operations and will have no independent assets. As a financial subsidiary, MSFL has no independent operations beyond the issuance and administration of its securities and will have no independent assets available for distribution to holders of MSFL securities if they make claims against such securities in bankruptcy, resolution or similar proceedings. Accordingly, any recoveries by such holders will be limited to those available under the related guarantee by Morgan Stanley and such guarantee shall rank past bet with all other unsecured and unsubordinated obligations of Morgan Stanley. Holders will have only one claim against Morgan Stanley and its assets under the Guarantee. Holders of securities issued by MSFL should therefore assume that in such proceedings they would have no priority and should be treated past bet with the claims of other unsecured and unsubordinated creditors of Morgan Stanley, including holders of securities issued by Morgan Stanley.

Investing in the securities is not equivalent to investing in the common stock of Amazon.com, Inc. Investors in the securities will have no voting rights or rights to receive dividends or other distributions or any other rights with respect to the underlying stock. Therefore, any return on the securities will not reflect the return you would realize if you actually owned shares of the underlying stock and received any dividends paid or distributions made thereon.

The securities will not be listed on any stock exchange and secondary trading may be limited. The Securities will not be listed on any stock exchange. Accordingly, 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 elects to make a market, may discontinue doing so at any time. When it makes a market, it generally does so for trades of common size in the secondary market at prices based on its estimate of the current value of the securities, taking into account its bid/ask spread, our credit spreads , market volatility, the notional size of the proposed sale, the cost of unwinding any related hedging position, the time remaining to expiration and the likelihood that he will be able to resell the securities . Even if there is a secondary market, it may not provide enough liquidity for you to trade or sell the securities easily. Because other brokers may not participate significantly in the secondary market for securities, the price at which you will be able to trade your securities will likely 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 for the Securities, it is likely that there would be no secondary market for the Securities. Accordingly, you should be prepared to hold your securities until maturity.

The rate we are willing to pay for securities of this type, maturity and issue size is likely to be lower than the rate implied by our secondary market credit spreads and beneficial to us. The lower rate and the inclusion of the costs associated with issuing, selling, structuring and hedging the securities in the initial issue price reduce the economic terms of the securities, cause the estimated value of the securities is lower than the initial issue price and negatively affect secondary market prices. Assuming market conditions or other relevant factors do not change, the prices, if any, at which dealers, including MS & Co., might be willing to purchase the securities in market transactions will likely be significantly lower than the original issue price, because secondary market prices will exclude issue, selling, structuring and hedging costs which are included in the original issue price and borne by you and because that secondary market prices will reflect our secondary market credit spreads and the bid-ask spread that any broker 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 initial issue price and the lower rate we are willing to pay as the issuer makes the economics of the securities less favorable for you than they otherwise would be.

However, since the costs of issuing, selling, structuring and hedging securities are not fully deducted upon issuance, for a period of up to 6 months after the date of issue, to the extent that MS & Co. may buy or sell the securities in the secondary market, absent changes in market conditions, including those relating to the underlying stock and our market secondary

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