10% SPARQS®

Mandatorily Exchangeable for Common Stock of The Procter & Gamble Company

Stock Participation Accreting Redemption Quarterly-pay SecuritiesSM

PRICING TERMS – JANUARY 23, 2009
Issuer:		Morgan Stanley
Maturity date:		February 20, 2010
Underlying stock:		The Procter & Gamble Company common stock (“PG Stock”)
Aggregate principal amount:		$4,631,928
Coupon:		10% per annum, payable quarterly beginning May 20, 2009
Exchange at maturity:		At maturity, unless previously called by the issuer, each SPARQS will be exchanged into shares of PG Stock at the exchange ratio or, at our option, the cash value of such shares.
Exchange ratio:		1.0 shares of PG Stock, subject to adjustment for certain corporate events.
Issuer call right:		Beginning on August 20, 2009, the issuer may call the SPARQS for a cash call price that, together with coupons paid from the original issue date through the call date, implies an annualized rate of return on the stated principal amount equal to the yield to call.
Yield to call:		15% per annum on the stated principal amount
First call date:		August 20, 2009
Call notice date:		If the issuer calls the SPARQS, at least 10 but not more than 30 calendar days notice will be given before the call date specified in the notice.
Final call notice date:		February 10, 2010
Stated principal amount:		$56.00 per SPARQS
Issue price:		$56.00 per SPARQS (see “Commissions and Issue Price” below)
Pricing date:		January 23, 2009
Original issue date:		January 30, 2009 (5 business days after the pricing date)
CUSIP:		617483466
Listing:		The SPARQS will not be listed on any securities exchange.
Agent:		Morgan Stanley & Co. Incorporated

Commissions and Issue Price:	Price to Public(1)	Agent’s Commissions(1)(2)	Proceeds to Company
Per SPARQS	$56.00	$0.91	$55.09
Total	$4,631,928	$75,268.83	$4,556,659.17

(1)

The actual price to public and agent’s commissions for a particular investor may be reduced for volume purchase discounts depending on the aggregate amount of SPARQS purchased by that investor. The lowest price payable by an investor is 99.50% of the stated principal amount per SPARQS. Please see “Syndicate Information” on page 6 of the accompanying preliminary terms for further details.

(2)	For additional information, see “Plan of Distribution” in the accompanying prospectus supplement for SPARQS.

You should read this document together with the preliminary terms describing the offering and the related prospectus supplement and prospectus, each of which can be accessed via the hyperlinks below.

Preliminary Terms No. 6 dated December 23, 2008

Prospectus Supplement for SPARQS dated December 23, 2008

Prospectus dated December 23, 2008

THE SPARQS ARE NOT BANK DEPOSITS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY, NOR ARE THEY OBLIGATIONS OF, OR GUARANTEED BY, A BANK. FURTHERMORE, THE SPARQS WILL NOT BE GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION UNDER THE FDIC’S TEMPORARY LIQUIDITY GUARANTEE PROGRAM.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-584-6837.