FWP 1 dp13316_fwp.htm FREE WRITING PROSPECTUS
 
 




S  T  R  U  C  T  U  R  E  D    I  N  V  E  S  T  M  E  N  T  S


Client Strategy Guide: May 2009 Offerings




                                                        Free Writing Prospectus
                                                           Dated April 29, 2009
                                          Registration Statement No. 333-156423
                                                     Filed Pursuant to Rule 433

This material was not prepared by the Morgan Stanley Research Department, and
you should not regard it as a research report. Please see the offering
materials for complete product disclosure including tax disclosure and related
risks.

                                                                              1

 

 
 



Client Strategy Guide: May 2009 Offerings                                Page 2


Table of Contents

Important Information Regarding Offering Documents                   page 3
Selected Features & Risk Disclosures                                 page 4
Structured Investments Spectrum at Morgan Stanley                    page 5

 -----------------------------------------------------------------------------------------------------------------------------------------------
                       Capital Protected Notes based on the S&P 500(R) Index (SPX) by Morgan Stanley                                    page 6
 Protect Principal     Protected Absolute Return Barrier Notes based on the S&P 500(R) Index (SPX) by Morgan Stanley                    page 7
 Investments           90% Capital Protected Commodity-Linked Notes based on the DJ-AIG Commodity IndexSM by Morgan Stanley             page 8
                       Currency-Linked Capital Protected Notes based on a Global Currency Basket vs. the U.S. Dollar by Morgan Stanley  page 9

 -----------------------------------------------------------------------------------------------------------------------------------------------

 -----------------------------------------------------------------------------------------------------------------------------------------------
 Enhance Yield         17% to 21% RevConsSM based on the iShares(R) MSCI Brazil IndexSM Fund (EWZ) by Eksportfinans ASA                 page 10
 Investments*          20.75 to 24.75% RevConsSM based on the SPDR S&P Homebuilders ETF (XHB) by Eksportfinans ASA                      page 11

 -----------------------------------------------------------------------------------------------------------------------------------------------

 -----------------------------------------------------------------------------------------------------------------------------------------------
                       Buffered PLUSSM based on the S&P 500(R) Index (SPX) by Morgan Stanley                                           page 12
                       Bull PLUSSM based on the S&P 500(R) Index (SPX) by Eksportfinans ASA                                            page 13
 Leverage Performance  Bear PLUSSM based Inversely on the S&P 500(R) Index (SPX) by Morgan Stanley                                     page 14
 Investments*          Buffered PLUSSM based on the iShares(R) MSCI EAFE IndexSM Fund (EFA) by Morgan Stanley                          page 15

                       Bull PLUSSM based on the iShares(R) FTSE / Xinhua China 25 Index (FXI) by Morgan Stanley                        page 16
                       Buffered PLUSSM based on the Price of Gold by Morgan Stanley                                                    page 17
 -----------------------------------------------------------------------------------------------------------------------------------------------
 -----------------------------------------------------------------------------------------------------------------------------------------------
 Selected Risks & Considerations                                                                                                       page 18

*Note: Enhance Yield Investments and Leverage Performance Investments do not
provide principal protection.


This material was not prepared by the Morgan Stanley Research Department, and
you should not regard it as a research report. Please see the offering
materials for complete product disclosure including tax disclosure and related
risks. May 2009

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Client Strategy Guide: May 2009 Offerings                                 Page 3

Important Information Regarding Offering Documents

The products set forth in the following pages are intended as a general
indication only of the Structured Investments offerings available through
Morgan Stanley through the date when the ticketing closes for each offering.
Morgan Stanley or the applicable issuer reserves the right to terminate any
offering prior to its trade date, to postpone the trade date, or to close
ticketing early on any offering.

Additional Information for SEC Registered (Public) Offerings

Each issuer has separately filed a registration statement (including a
prospectus) with the Securities & Exchange Commission (or SEC), for the
offerings by that issuer to which this Strategy Guide relates. Before you
invest in any of the offerings identified in this Strategy Guide, you should
read the prospectus and the applicable registration statement, the applicable
pricing supplement, prospectus supplements and any other documents relating to
the offering that the applicable issuer has filed with the SEC for more
complete information about the applicable issuer and the offering. You may get
these documents without cost by visiting EDGAR on the SEC web site at
www.sec.gov.


o    For Registered Offerings Issued by Morgan Stanley:               Morgan Stanley's CIK on the SEC web site is 0000895421
o    For Registered Offerings Issued by Eksportfinans ASA             Eksportfinans's CIK on the SEC web site is 0000700978


Alternatively, Morgan Stanley will arrange to send you the prospectus and any
other documents related to the offering electronically or hard copy if you so
request by calling the toll-free number 1-866-718-1649 or emailing
prospectus@morganstanley.com or by calling your Morgan Stanley Financial
Advisor.

The securities described herein (other than the certificates of deposit) 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.

The securities described herein are not guaranteed under the Federal Deposit
Insurance Corporation's Temporary Liquidity Guarantee Program.

Additional Information for Certificates of Deposit (CDs)

CDs are not SEC registered offerings. For indicative terms and conditions on
any Certificate of Deposit, please contact your Morgan Stanley Financial
Advisor or call the toll-free number 1-866-718-1649.

This material was not prepared by the Morgan Stanley Research Department, and
you should not regard it as a research report. Please see the offering
materials for complete product disclosure including tax disclosure and related
risks. May 2009

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Client Strategy Guide: May 2009 Offerings                                 Page 4

Selected Features & Risk Disclosures

Features

Structured Investments offer investors choices in terms of underlying asset,
market view, time horizon, potential returns and risk tolerance.

Such features may include:

o    Varying levels of exposure to potential capital appreciation or
     depreciation

o    Returns based on a defined formula

o    Variety of underlying assets, including equities, commodities, currencies
     or interest rates

o    Minimum investment of $1,000; unless otherwise noted

Key Risks

An investment in Structured Investments involves a variety of risks. The
following are some of the significant risks related to Structured Investments.
Please refer to the "Selected Risks & Considerations" section at the end of
this brochure, for a fuller description of these risk factors.

The market price of Structured Investments may be influenced by a variety of
unpredictable factors. Several factors may influence the value of a particular
Structured Investment in the secondary market, including, but not limited to,
the value and volatility of the underlying instrument, interest rates, credit
spreads charged by the market for taking the applicable issuer's credit risk,
dividend rates on any equity underlying asset, and time remaining to maturity.
In addition, we expect that the secondary market price of a Structured
Investment will be adversely affected by the fact that the issue price of the
securities includes the agent's commissions and expected profit.

Issuer credit risk. All payments on Structured Investments are dependent on the
applicable issuer's ability to pay all amounts due on these securities and
therefore investors are subject to the credit risk of the applicable issuer.
The securities described herein are not guaranteed under the Federal Deposit
Insurance Corporation's Temporary Liquidity Guarantee Program.

Secondary trading may be limited. There may be little or no secondary market
for a particular Structured Investment. If the applicable pricing supplement so
specifies, we may apply to list a Structured Investment on a securities
exchange, but it is not possible to predict whether any Structured Investment
will meet the listing requirements of that particular exchange, or if listed,
whether any secondary market will exist.

Appreciation potential or participation in the underlying asset may be limited.
The terms of a Structured Investment may limit the maximum payment at maturity
or the extent to which the return reflects the performance of the underlying
asset.

Potential loss of principal. The terms of a Structured Investment may not
provide for the return of principal and an investment may result in a loss of
some or all of your principal. Even where principal protection is provided for
by the terms of the Structured Investment, it is still subject to the credit
risk of the applicable issuer and the applicable issuer's ability to repay its
obligations. In addition, you may receive less, and possibly significantly
less, than the stated principal amount if you sell your investment prior to
maturity.

Principal Protected Structured Investments typically do not make periodic
interest payments and may not pay more than the principal amount at maturity.
Unlike ordinary debt securities, principal protected Structured Investments do
not pay interest. Instead, at maturity, the investor receives the principal
amount plus a supplemental redemption amount based upon the performance of the
underlying asset, in each case, subject to the credit risk of the applicable
issuer.

You may receive only the principal amount at maturity for Principal Protected
Structured Investments. Because the supplemental redemption amount due at
maturity on principal protected Structured Investments may equal zero, the
return on your investment (i.e., the effective yield to maturity) may be less
than the amount that would be paid on an ordinary debt security. The return of
only the principal amount at maturity may not compensate you for the effects of
inflation or other factors relating to the value of money over time.

Potential conflicts. The issuer of a Structured Investment and its affiliates
may play a variety of roles in connection with the Structured Investment,
including acting as calculation agent and hedging the issuer's obligations
under the Structured Investment. In performing these duties, the economic
interests of the calculation agent and other affiliates of the applicable
issuer may be adverse to your interest as an investor in the Structured
Investment.

The aforementioned risks are not intended to be an exhaustive list of the risks
associated with a particular Structured Investment offering. Before you invest
in any Structured Investment you should thoroughly review the particular
investment's prospectus and related offering materials for a comprehensive
description of the risks and considerations associated with the offering.


This material was not prepared by the Morgan Stanley Research Department, and
you should not regard it as a research report. Please see the offering
materials for complete product disclosure including tax disclosure and related
risks. May 2009

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Client Strategy Guide: May 2009 Offerings                                 Page 5

Structured Investments Spectrum at Morgan Stanley

Morgan Stanley Structured Investments can be divided into four broad
categories, each aimed at offering structural characteristics designed to help
investors pursue specific financial objectives - Protect Principal, Enhance
Yield, Leverage Performance and Access.

Leverage Performance

Enhance Yield

Protect Principal

Access

Protect Principal Investments combine the return of principal at maturity,
subject to the credit risk of the issuer, with the potential for capital
appreciation based on the performance of an underlying asset.

Enhance Yield Investments seek to potentially generate current income greater
than that of a direct investment in an underlying asset with the investor
accepting full exposure to the downside with limited or no opportunity for
capital appreciation.

Leverage Performance Investments allow investors the possibility of capturing
enhanced returns relative to an underlying asset's actual performance within a
given range of performance in exchange for giving up returns above the
specified cap, in addition to accepting full downside exposure to the
underlying asset.

Access Investments provide exposure to a market sector, asset class, theme or
investment strategy that may not be easily accessible to an individual investor
by means of traditional investments.

May be appropriate for investors who do not require periodic interest payments,
are concerned about principal at risk, and who are willing to forgo some upside
return in exchange for the issuer's obligation to repay principal at maturity.

May be appropriate for investors who are willing to forgo some or all of the
appreciation in the underlying asset and assume full downside exposure to the
underlying asset in exchange for enhanced yield in the form of above market
interest payments.

May be appropriate for investors who expect only modest changes in the value of
the underlying asset and who are willing to give up appreciation on the
underlying asset that is beyond the performance range, and bear the same or
similar downside risk associated with owning the underlying asset.

May be appropriate for investors interested in diversification and exposure to
difficult to access asset classes, market sectors or investment strategies.


This material was not prepared by the Morgan Stanley Research Department, and
you should not regard it as a research report. Please see the offering
materials for complete product disclosure including tax disclosure and related
risks. May 2009

                                                                              5

 

 
 



Client Strategy Guide: May 2009 Offerings                                 Page 6


Protect Principal Investments

--------------------------------------------------------------------------------
Offering            Capital Protected Notes based on the S&P 500(R)Index (SPX)


Strategy            Full principal protection at maturity, subject to issuer's
Overview            credit risk; investors may receive an additional payment
                    based on the performance of the underlying asset, subject to
                    the maximum payment at maturity

                    May be appropriate for investors who have a moderately
                    bullish outlook on the underlying asset over the investment
                    term, but are concerned about potential loss of principal

                    Principal protection is available only at maturity and is
                    subject toissuer credit risk

Risk
Considerations      Will yield no positive return if the underlying index does
                    not appreciate

                    Does not provide for current income; no interest payments

                    Appreciation potential is limited by the maximum payment at
                    maturity

--------------------------------------------------------------------------------


Capital Protected Notes provide investors with exposure to a wide variety of
assets and asset classes, including equities, commodities and currencies with
limited or no downside risk to the initial investment. They are for investors
who are concerned about principal risk and who are willing to forgo yield and
some upside in exchange for principal protection. 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 risk of Morgan Stanley.

Issuer                                Morgan Stanley

Underlying                            S&P 500(R) Index (SPX)

Maturity Date                         May 20, 2014 (5 Years)

Principal Protection                  100% at maturity, subject to issuer's
                                      credit risk

Participation Rate                    100%

                                      The payment at maturity per $10 stated
                                      principal amount will equal:

Payment at Maturity                   $10 + Supplemental Redemption Amount, if
                                      any, subject to the Maximum Payment at
                                      Maturity

                                      In no event will the payment at maturity
                                      be less than $10 or greater than the
                                      Maximum Payment at Maturity.

Supplemental Redemption Amount        $10 x Index Percent Change x
                                      Participation Rate; provided that the
                                      Supplemental Redemption Amount will not
                                      be less than $0. Maximum Payment at
                                      Maturity

                                      $16.00 to $17.00 per note (160% to 170%
                                      of the stated principal amount), to be
                                      determined on the pricing date

Index Percent Change                  (Final Index Value - Initial Index
                                       Value) / Initial Index Value

Coupon                                None

Listing                               The notes will not be listed on any
                                      securities exchange.

Issue Price                           $10 per Note

Expected Pricing Date(1)              This offering is expected to close for
                                      ticketing on Thursday - May 21, 2009


1 Expected Pricing Dates are subject to change. Due to market conditions, Morgan
Stanley may close the deal prior to, or postpone, the Expected Pricing Date.
Terms in brackets are indicative only and are subject to change. Terms will be
fixed on the pricing date for the investment.

This material was not prepared by the Morgan Stanley Research Department, and
you should not regard it as a research report. Please see the offering materials
for complete product disclosure including tax disclosure and related risks. May
2009

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Client Strategy Guide: May 2009 Offerings                                 Page 7

---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
 Protect Principal Investments

Protected Absolute Return Barrier Notes based on the S&P 500(R)Index (SPX)

 ---------------------
 Offering
 ---------------------

                    A market neutral strategy providing
                    positive

                    returns within a predetermined band with full
Strategy            principal protection at maturity, subject to
                    the
                    issuer's credit risk, that may be appropriate
Overview
                    for investors who are uncertain which way

                    the market will trade, but hold the view it
                    will
                    trade within a specified range

                    Principal protection is available only at maturity and is subject to the issuer's credit
                    risk
                    Will yield no positive return if at any time, on any day, the underlying asset trades
                    outside a
                    predetermined band
                    The specified range is wider on the upside than on the downside and, accordingly, the
Risk                maximum
                    potential return on the notes is greater if the underlying index appreciates than if the
                    underlying index
Consideration       depreciates
                    Because the lower limit of the specified range is smaller than the upper limit, a decline
                    in the index

                    may be more likely to move the index outside of the index range
                    Does not provide for current income; no interest payments
                    Appreciation potential is limited to the maximum potential return

Protected Absolute Return Barrier Notes provide principal protection as well as potential appreciation based
on the absolute value of the return of the underlying index, but only if the underlying index remains within a
specified range at all times during the term of the notes. Consequently, you will receive a positive return
whether the value of the underlying index on the valuation date is higher or lower than the initial index
value, as long as the value of the underlying index remains within the specified range at all times. The
specified range is wider on the upside than on the downside and, accordingly, the maximum potential return on
the notes is greater if the underlying index appreciates than if the underlying index depreciates from the
initial index value. 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 risk of Morgan Stanley.

  Issuer                             Morgan Stanley

  Underlying                         S&P 500(R) Index (SPX)

  Maturity Date                      May 20, 2011 (2 Years)

  Principal Protection               100% at maturity, subject to issuer's credit risk

  Participation Rate                 100% of the absolute value of any appreciation or depreciation of the underlying index, as long
                                     as the index never trades above or below the index range

  Index Range                        Upside Barrier:  $14.20 to $14.70  (142% to 147% of the stated principal amount), to be
                                     determined on the pricing date

                                     Downside Barrier: $12.75 to $13.25 (127.50% to 132.50% of the stated principal amount), to be
                                     determined on the pricing date

  Maturity Redemption Amount
                                     $10 plus Supplemental Redemption Amount (if any)

  Supplemental Redemption Amount     If at all times during the observation period the index value is within the index range:  $10
                                     times the absolute index return; or
                                     If at any time on any day during the observation period the index value is outside the index
                                     range:  $0

  Maximum Potential Return           If the Final Index Value increases from the Initial Index Value:  $14.20 to $14.70 per note
                                     (142% to 147% of the stated principal amount); or
                                     If the Final Index Value decreases from the Initial Index Value: $12.75 to $13.25 per note
                                     (127.5% to 132.5% of the stated principal amount)

  Observation Period                 The period of regular trading hours on each index business day on which there is no market
                                     disruption event with respect to the Index, beginning on, and
                                     including, the index business day following the pricing date and ending on, and including, the
                                     valuation date.
  Valuation Date
                                     May 17, 2011, subject to postponement for non-index business days and certain market disruption
                                     events.
  Absolute Index Return
                                     Absolute value of (Final Index Value - Initial Index Value) / Initial Index Value
  Coupon
                                     None
  Listing
                                     The notes will not be listed on any securities exchange.
  Issue Price
                                     $10 per Note
  Expected Pricing Date(1)
                                     This offering is expected to close for ticketing on Thursday - May 21, 2009

1 Expected Pricing Dates are subject to change. Due to market conditions, Morgan
Stanley may close the deal prior to, or postpone, the Expected Pricing Date.
Terms in brackets are indicative only and are subject to change. Terms will be
fixed on the pricing date for the investment.

This material was not prepared by the Morgan Stanley Research Department, and
you should not regard it as a research report. Please see the offering materials
for complete product disclosure including tax disclosure and related risks. May
2009

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Client Strategy Guide: May 2009 Offerings                                 Page 8

 Protect Principal Investments


 Offering   90% Capital Protected Commodity-Linked Notes based on the DJ-AIG Commodity
            IndexSM

                   90% principal protection at maturity, subject to
                   issuer's credit

                   risk; investors may receive an additional payment based
                   on the
                   performance of the underlying commodity index, subject
Strategy           to the
                   maximum payment at maturity
Overview
                   May be appropriate for investors who have a moderately
                   bullish
                   outlook on the underlying commodity index over the
                   investment
                   term, but are concerned about potential loss of principal

                     90% principal protection is available only at maturity and is
                     subject to
                     issuer credit risk
Risk                 Will yield no positive return if the underlying commodity index does
                     not
Considerations       appreciate
                     Exposure concentrated in physical commodities
                     Does not provide for current income; no interest payments
                     Appreciation potential is limited to the maximum payment at maturity

------------------------------------------------------------------------------------------

90% Capital Protected Commodity-Linked Notes offer investors the opportunity to
receive at maturity an amount of cash that may be more or less than the stated
principal amount based on the performance of certain commodities or commodity
indices. Unlike ordinary debt securities, the notes do not pay interest and
provide for a minimum payment amount of only 90% of the principal at maturity.
Instead, the payment at maturity will be greater than the $1,000 stated
principal amount per note if the final index value is greater than the initial
index value, subject to a maximum payment amount, and less than the $1,000
stated principal amount per note if the final index value is less than the
initial index value, subject to the minimum payment amount. The notes are senior
unsecured obligations of Morgan Stanley, and all payments on the notes,
including the minimum payment amount, are subject to the credit risk of Morgan
Stanley.

  Issuer                             Morgan Stanley

  Underlying                         Dow Jones-AIG Commodity IndexSM
  Maturity Date
                                     May 29, 2012 (3 Years)
  Principal Protection
                                     90% at maturity, subject to issuer's credit risk
  Participation Rate
                                     100%

                                     If the Final Index Value is greater than the Initial Index Value,
                                     $1,000 + Supplemental Redemption Amount
                                     In no event will the payment at maturity exceed the Maximum Payment at Maturity.
  Payment at Maturity                If the Final Index Value is less than or equal to the Initial Index Value,

                                     $1,000 x (Final Index Value / Initial Index Value)
                                     This amount will be less than the stated principal amount of $1,000 unless the Final Index Value
                                     equals the Initial Index Value. However, under no circumstances
                                     will the payment at maturity be less than the Minimum Payment at Maturity of $900 per note.
  Supplemental Redemption Amount     $1,000 x Participation Rate x Commodity Percent Change; provided that the Supplemental Redemption
                                     Amount will not be less than zero and will not be more than
                                     $700 to $750, as determined on the pricing date.

  Maximum Payment at Maturity
                                     $1,700 to $1,750 (170% to 175% of the stated principal amount). The Maximum Payment at Maturity
                                     will be determined on the pricing date.
  Minimum Payment at Maturity
                                     $900 per note (90% of the stated principal amount)
  Commodity Percent Change
                                     (Final Index Value - Initial Index Value) / Initial Index Value
  Coupon
                                     None
  Listing
                                     The notes will not be listed on any securities exchange.
  Issue Price
                                     $1,000 per Note
  Expected Pricing Date(1)
                                     This offering is expected to close for ticketing on Thursday - May 21, 2009

1 Expected Pricing Dates are subject to change. Due to market conditions, Morgan
Stanley may close the deal prior to, or postpone, the Expected Pricing Date.
Terms in brackets are indicative only and are subject to change. Terms will be
fixed on the pricing date for the investment.

This material was not prepared by the Morgan Stanley Research Department, and
you should not regard it as a research report. Please see the offering materials
for complete product disclosure including tax disclosure and related risks. May
2009

                                                                               8

 

 
 


Client Strategy Guide: May 2009 Offerings                                 Page 9


 Protect Principal Investments

Currency-Linked Capital Protected Notes based on a Global Currency Basket vs.
the U.S. Dollar

 Offering

                       Full principal protection at maturity, subject to issuer's credit
                       risk; investors may

                       receive an additional payment based on the performance of the
Strategy               underlying basket
                       The return on the notes will be based on the appreciation, if any, of
                       a basket of nine
Overview               currencies relative to the U.S. dollar
                       May be appropriate for investors who have a bullish outlook on the
                       underlying basket

                       over the investment term, but are concerned about potential loss of
                       principal

                      Principal protection is available only at maturity and
                      is subject to
Risk                  issuer credit risk

                      Will yield no positive return if the underlying basket
                      does not
Considerations        appreciate
                      Does not provide for current income; no interest
                      payments

                      Notes are subject to currency exchange risk


Currency-Linked Capital Protected Notes provide investors with exposure to an
individual currency or a basket of currencies with no downside risk to the
initial investment. They are for investors who are concerned about principal
risk and who are willing to forgo market interest rates in exchange for
principal protection and upside exposure to the underlying currency or basket of
currencies. 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 risk of Morgan Stanley.

-------------------------------------------------------
Issuer Morgan Stanley
-------------------------------------------------------
-------------------------------------------------------

The Basket will be composed of 70% equally- weighted developed market currencies
and 30% equally-weighted emerging market currencies as follows:

Issuer                      Morgan Stanley

The Basket will be composed of 70% equally- weighted developed market currencies
and 30% equally-weighted emerging market currencies as follows:

                            70% Developed Market Currencies    Weighting     30% Emerging Markets Currencies         Weighting
                            Australian dollar ("AUD")          11.6667%      Brazilian real ("BRL")                  10.0000%

Underlying Basket           British pound ("GBP")              11.6667%      Chinese renminbi ("CNY")                10.0000%

                            Canadian dollar ("CAD")            11.6667%      Indian rupee ("INR")                    10.0000%


                            Eurozone euro ("EUR")              11.6667%

                            Japanese yen ("JPY")               11.6667%

                            Swiss franc ("CHF")                11.6667%

Maturity Date               May 29, 2012 (3 Years)
Principal Protection        100%, subject to issuer`s credit risk
Participation Rate          160% to 180%, to be determined on the pricing date
Payment at Maturity         $1,000 + Supplemental Redemption Amount (if any)
Supplemental Redemption
Amount

$1,000 x Basket Performance x Participation Rate; provided that the Supplemental
Redemption Amount will not be less than $0.

Basket Performance          Sum of the currency performance values of each of the basket currencies
Currency Performance        With respect to AUD, EUR and GBP:
                            (final exchange rate / initial exchange rate) - 1
                            With respect to BRL, CAD, CHF, CNY, INR and JPY:

(initial exchange rate / final exchange rate) - 1 Under the terms of the note,
a positive currency performance means the basket currency has appreciated
relative to the U.S. dollar, while a negative currency performance means the
basket currency has depreciated relative to the U.S. dollar.

Currency Performance Value  Currency Performance x Weighting
Coupon                      None
Listing                     The notes will not be listed on any securities exchange.
Issue Price                 $1,000 per Note
Expected Pricing Date       This offering is expected to close for ticketing on
                            Thursday - May 21, 2009

1 Expected Pricing Dates are subject to change. Due to market conditions, Morgan
Stanley may close the deal prior to, or postpone, the Expected Pricing Date.
Terms in brackets are indicative only and are subject to change. Terms will be
fixed on the pricing date for the investment.

This material was not prepared by the Morgan Stanley Research Department, and
you should not regard it as a research report. Please see the offering materials
for complete product disclosure including tax disclosure and related risks. May
2009

                                                                               9

 

 
 


Client Strategy Guide: May 2009 Offerings                                 Page 10

Enhance Yield Investments

17% to 21% RevConsSM based on the iShares(R) MSCI Brazil IndexSM Fund (EWZ)

 Offerings

                   Relatively short-term yield enhancement strategy that offers
                   above-

                   market, fixed monthly coupons in exchange for no appreciation
                   potential on the underlying shares and full downside exposure
                   to the
Strategy           underlying shares
                   RevCons offer limited protection against a decline in the
                   price of the
Overview
                   underlying shares at maturity, but only if the underlying
                   asset does not
                   close at or below a predetermined trigger level on any trading
                   day
                   during the investment term
                   Monthly coupon is paid regardless of the underlying shares'
                   performance

                    No principal protection
                    Full downside exposure to the underlying shares if the
                    underlying
                    shares close at or below the knock-in level on any day
                    during the
Risk                investment term
                    No participation in any appreciation of the underlying shares
Considerations
                    If the underlying shares close at or below the specified
                    knock-in

                    level on any day during the investment term and close below
                    the
                    initial share price at maturity, the RevCons will redeem for
                    underlying shares or the equivalent cash value, which will
                    be less
                    than the initial investment

Reverse convertible notes (RevCons) offer a short-term, enhanced yield strategy
that pays a periodic, above-market, fixed rate coupon in return for the risk
that the RevCons will redeem for shares (or an equivalent amount of cash) of the
underlying exchange-traded fund at maturity if the closing price per share of
the underlying exchange-traded fund trades at or below the knock-in level on any
trading day up to and including the determination date and the closing price per
share of the underlying exchange-traded fund on the determination date is below
the initial price. The value of these shares (or the cash value thereof) will be
less than the value of the investor's initial investment and may be zero, and
the investor has no opportunity to participate in any upside. Alternatively, if
shares of the underlying exchange-traded fund never trade at or below the
knock-in level, the RevCons will return the stated principal amount at maturity.
The coupon is paid regardless of the performance of the underlying
exchange-traded fund. RevCons are not principal protected. All payments on the
RevCons are subject to the credit risk of Eksportfinans ASA.

  Issuer                       Eksportfinans ASA

  Underlying                   Shares of the iShares(R) MSCI Brazil IndexSM Fund (EWZ)
  Maturity
                               November 13, 2009 (6 Months)

  Payment at Maturity          Either (i) the stated principal amount of $1,000 or (ii) if the closing price of the
                               underlying shares on the determination date is less than the Initial Share Price and
                               the closing price of the underlying shares has declined to or below the specified
                               Knock-In Level on any trading day up to and including the determination date, (x)
                               a number of underlying shares equal to the Share Redemption Amount or (y) at the
                               issuer's option, the cash value of those shares as of the determination date
  Determination Date
                               November 10, 2009
  Monthly Coupon
                               17% to 21% per annum, payable monthly beginning June 13, 2009. The actual interest
                               rate will be determined on the pricing date.
  Knock-In Level
                               70% of the Initial Share Price
  Share Redemption Amount
                               The stated principal amount divided by the Initial Share Price, subject to
                               adjustment for corporate events.
  Issue Price
                               $1,000 per RevCons
  Listing
                               The RevCons will not be listed on any securities exchange.
  Expected Pricing Date(1)
                               This offering is expected to close for ticketing on Friday - May 8, 2009


1 Expected Pricing Dates are subject to change. Due to market conditions, Morgan
Stanley may close the deal prior to, or postpone, the Expected Pricing Date.
Terms in brackets are indicative only and are subject to change. Terms will be
fixed on the pricing date for the investment.

This material was not prepared by the Morgan Stanley Research Department, and
you should not regard it as a research report. Please see the offering materials
for complete product disclosure including tax disclosure and related risks. May
2009



 

 
 



Client Strategy Guide: May 2009 Offerings                                Page 11


 Enhance Yield Investments

20.75% to 24.75% RevConsSM?based on the SPDR S&P Homebuilders ETF (XHB)

Offerings

                    Relatively short-term yield enhancement strategy that
                    offers

                    above-market, fixed monthly coupons in exchange for no
                    appreciation potential on the underlying shares and
                    full
Strategy            downside exposure to the underlying shares
                    RevCons offer limited protection against a decline in
                    the price
Overview
                    of the underlying shares at maturity, but only if the
                    underlying
                    asset does not close at or below a predetermined
                    trigger level
                    on any trading day during the investment term
                    Monthly coupon is paid regardless of the underlying
                    shares'
                    performance

                    No principal protection
                    Full downside exposure to the underlying shares if the underlying
                    shares
                    close at or below the knock-in level on any day during the investment
Risk                term
                    No participation in any appreciation of the underlying shares
Considerations
                    If the underlying shares close at or below the specified knock-in
                    level on any

                    day during the investment term and close below the initial share
                    price at
                    maturity, the RevCons will redeem for underlying shares or the
                    equivalent
                    cash value, which will be less than the initial investment


Reverse convertible notes (RevCons) offer a short-term, enhanced yield strategy
that pays a periodic, above-market, fixed rate coupon in return for the risk
that the RevCons will redeem for shares (or an equivalent amount of cash) of the
underlying exchange-traded fund at maturity if the closing price per share of
the underlying exchange-traded fund trades at or below the knock-in level on any
trading day up to and including the determination date and the closing price per
share of the underlying exchange-traded fund on the determination date is below
the initial price. The value of these shares (or the cash value thereof) will be
less than the value of the investor's initial investment and may be zero, and
the investor has no opportunity to participate in any upside. Alternatively, if
shares of the underlying exchange-traded fund never trade at or below the
knock-in level, the RevCons will return the stated principal amount at maturity.
The coupon is paid regardless of the performance of the underlying
exchange-traded fund. RevCons are not principal protected. All payments on the
RevCons are subject to the credit risk of Eksportfinans ASA.

Issuer                 Eksportfinans ASA
  Underlying
                         Shares of SPDR S&P Homebuilders ETF (XHB)
  Maturity
                         November 13, 2009 (6 Months)

  Payment at Maturity    Either (i) the stated principal amount of $1,000 or (ii) if
                         the closing price of the underlying shares on the
                         determination date is less than the Initial Share Price and
                         the closing price of the underlying shares has declined to
                         or below the specified Knock-In Level on any trading day up
                         to and including the determination date, (x)
                         a number of underlying shares equal to the Share Redemption
                         Amount or (y) at the issuer's option, the cash value of
                         those shares as of the determination date.
  Determination Date
                         November 10, 2009
  Monthly Coupon
                         20.75% to 24.75% per annum, payable monthly beginning June
                         13, 2009. The actual interest rate will be determined on
                         the pricing date.
  Knock-In Level
                         70% of the Initial Share Price
  Share Redemption Amount
                         The stated principal amount divided by the Initial Share
                         Price, subject to adjustment for corporate events.
  Issue Price
                         $1,000 per RevCons
  Listing
                         The RevCons will not be listed on any securities exchange.
  Expected Pricing
  Date(1)
                         This offering is expected to close for ticketing on Friday
                         - May 8, 2009


1 Expected Pricing Dates are subject to change. Due to market conditions, Morgan
Stanley may close the deal prior to, or postpone, the Expected Pricing Date.
Terms in brackets are indicative only and are subject to change. Terms will be
fixed on the pricing date for the investment.

This material was not prepared by the Morgan Stanley Research Department, and
you should not regard it as a research report. Please see the offering materials
for complete product disclosure including tax disclosure and related risks. May
2009

                                                                              11

 

 
 



Client Strategy Guide: May 2009 Offerings                                Page 12

 Leverage Performance Investments
                       Buffered PLUSSMbased on the S&P 500(R)Index (SPX)

 Offering

                    Leveraged exposure to an underlying asset up to a cap, with
                    full downside

                    exposure to the extent losses exceed the buffer amount at
Strategy            maturity
                    May be appropriate for investors who anticipate moderate price
                    appreciation
Overview
                    and are willing to exchange some upside exposure compared to a
                    Bull
                    PLUS, either in the form of less leverage or a lower cap, for
                    limited
                    protection against depreciation of the underlying asset at
                    maturity


Risk               No principal protection
                   Full downside exposure to the underlying index beyond the
                   buffer amount
                   Appreciation potential is limited to the maximum payment at
Considerations     maturity
                   Does not provide for current income; no interest payments

Buffered PLUS offer leveraged exposure to a wide variety of assets and asset
classes, including equities, commodities and currencies while providing limited
protection against negative performance by the asset. Once the asset has
decreased below a specified buffer level, the investor is exposed to the
negative price performance, subject to a minimum payment at maturity. At
maturity, if the asset has appreciated, investors will receive the stated
principal amount of their investment plus leveraged upside performance of the
underlying asset, subject to the maximum payment at maturity. At maturity, if
the asset has depreciated, (i) if the closing value of the asset has not
declined below the specified buffer amount, the Buffered PLUS will redeem for
par or (ii) if the closing value of the asset is below the buffer amount, the
investor will lose 1% for every 1% decline below the specified buffer level,
subject to a minimum payment at maturity. The Buffered PLUS are senior unsecured
obligations of Morgan Stanley, and all payments on the Buffered PLUS are subject
to the credit risk of Morgan Stanley.

  Issuer                       Morgan Stanley
  Underlying                   S&P 500(R) Index (SPX)
  Maturity Date
                               May 20, 2011 (2 Years)
  Leverage Factor
                               200%
  Buffer Amount
                               10%
  Payment at Maturity
                               o  If the Final Index Value is greater than the Initial
                               Index Value:
                               o      $10 + the Leveraged Upside Payment
                               In no event will the payment at maturity exceed the
                               Maximum Payment at Maturity.
                               o  If the Final Index Value is less than or equal to the
                               Initial Index Value but has decreased from the Initial
                               Index Value by an amount less than or equal to the Buffer
                               Amount of 10%:
                               o $10
                               o  If the Final Index Value is less than the Initial
                               Index Value and has decreased from the Initial Index
                               Value by an amount greater than the Buffer Amount of 10%:
                               o      ($10 x the Index Performance Factor) + $1.00
                               This amount will be less than par. However, under no
                               circumstances will the payment at maturity be less than
                               $1.00 per Buffered PLUS.
  Leveraged Upside Payment
                               $10 x Leverage Factor x Index Percent Increase
  Index Percent Increase
                               (Final Index Value - Initial Index Value) / Initial Index
                               Value
  Maximum Payment at Maturity
                               $14.45 to $14.95 per Buffered PLUS (144.5% to 149.5% of
                               the stated principal amount), to be determined on the
                               pricing date
  Minimum Payment at Maturity
                               $1.00 per Buffered PLUS (10% of the stated principal
                               amount)
  Index Performance Factor
                               Final Index Value / Initial Index Value
  Issue Price
                               $10 per Buffered PLUS
  Listing
                               The Buffered PLUS will not be listed on any securities
                               exchange.
  Expected Pricing Date(1)
                               This offering is expected to close for ticketing on
                               Thursday - May 21, 2009

1 Expected Pricing Dates are subject to change. Due to market conditions, Morgan
Stanley may close the deal prior to, or postpone, the Expected Pricing Date.
Terms in brackets are indicative only and are subject to change. Terms will be
fixed on the pricing date for the investment.

This material was not prepared by the Morgan Stanley Research Department, and
you should not regard it as a research report. Please see the offering materials
for complete product disclosure including tax disclosure and related risks. May
2009

                                                                              12

 

 
 


Client Strategy Guide: May 2009 Offerings                                Page 13

 Leverage Performance Investments

                    Bull PLUSSM based on the S&P 500(R)Index (SPX)

 Offering           Leveraged upside exposure within a range of price
                    performance

                    and the same downside risk as a direct investment with
                    1-for-1
Strategy            downside exposure
                    May be appropriate for investors anticipating moderate
Overview
                    appreciation on the S&P 500(R) Index and seeking enhanced
                    returns within a range of index performance, in exchange
                    for a
                    cap on the maximum payment at maturity

                    No principal protection
Risk                Full downside exposure to the S&P 500(R) Index
                    Appreciation potential is limited to the maximum payment at
Considerations      maturity
                    Does not provide for current income; no interest payments



PLUS offer leveraged exposure to a wide variety of assets and asset classes,
including equities, commodities and currencies. These investments allow
investors to capture enhanced returns relative to the asset's actual positive
performance. The leverage typically applies only for a certain range of price
performance. In exchange for enhanced performance in that range, investors
generally forgo performance above a specified maximum return. At maturity, an
investor will receive an amount in cash that may be more or less than the
principal amount based upon the closing value of the asset at maturity. The PLUS
are senior unsecured debt obligations of Eksportfinans ASA and all payments on
the PLUS are subject to the credit risk of Eksportfinans ASA.

  Issuer                        Eksportfinans ASA

  Underlying                    S&P 500(R) Index (SPX)
  Maturity Date                 June 21, 2010 (13 Months)
  Leverage Factor
                                300%
  Leveraged Upside Payment
                                $10 x Leverage Factor x Index Percent Increase
  Index Percent Increase
                                (Final Index Value - Initial Index Value) / Initial Index Value
  Maximum Payment at Maturity
                                $12.72 to $13.22 per PLUS (127.2% to 132.2% of the stated principal amount), to be
                                determined on the pricing date

                                              If the Final Index Value is greater than the Initial
                                o             Index Value:
                                              o      $10 + Leveraged Upside Payment
                                              In no event will the payment at maturity exceed the
  Payment at Maturity                         Maximum Payment at Maturity.
                                              If the Final Index Value is less than or equal to the
                                o             Initial Index Value:

                                o            $10 x  Index Performance Factor
                                 This amount will be less than or equal to the stated principal amount of $10.
  Index Performance Factor
                                Final Index Value / Initial Index Value
  Listing
                                The PLUS will not be listed on any securities exchange.
  Issue Price
                                $10 per PLUS
  Expected Pricing Date(1)
                                This offering is expected to close for ticketing on Thursday - May 21, 2009

1 Expected Pricing Dates are subject to change. Due to market conditions, Morgan
Stanley may close the deal prior to, or postpone, the Expected Pricing Date.
Terms in brackets are indicative only and are subject to change. Terms will be
fixed on the pricing date for the investment.

This material was not prepared by the Morgan Stanley Research Department, and
you should not regard it as a research report. Please see the offering materials
for complete product disclosure including tax disclosure and related risks. May
2009

                                                                              13

 

 
 



Client Strategy Guide: May 2009 Offerings                               Page 14


Leverage Performance Investments

Bear PLUSSMbased Inversely on the S&P 500(R)Index (SPX)


                    Bull PLUSSM based on the S&P 500(R)Index (SPX)

 Offering           Leveraged upside exposure within a range of price
                    performance

                    and the same downside risk as a direct investment with
                    1-for-1
Strategy            downside exposure
                    May be appropriate for investors anticipating moderate
Overview
                    appreciation on the S&P 500(R) Index and seeking enhanced
                    returns within a range of index performance, in exchange
                    for a
                    cap on the maximum payment at maturity

                    No principal protection
Risk                Full downside exposure to the S&P 500(R) Index
                    Appreciation potential is limited to the maximum payment at
Considerations      maturity
                    Does not provide for current income; no interest payments

Bear Market PLUS offer an enhanced short exposure to a wide variety of assets
and asset classes, including equities, commodities and currencies. Having short
exposure to an underlying asset means that investors will earn a positive return
if the underlying asset declines in value, but will lose up to 80% of their
investment if the underlying asset increases in value. These investments allow
investors to capture enhanced returns when the underlying asset declines in
value. The enhancement typically applies only for a certain range of negative
price performance. In exchange for enhanced performance in that range, investors
generally forgo performance above a specified maximum return. At maturity, an
investor will receive an amount in cash that may be more or less than the
principal amount based upon the closing value of the asset at maturity. The Bear
Market PLUS are senior unsecured obligations of Morgan Stanley, and all payments
on the Bear Market PLUS are subject to the credit risk of Morgan Stanley.

  Issuer                                Morgan Stanley
  Underlying                            S&P 500(R) Index (SPX)
  Maturity Date
                                        November 20, 2009 (6 Months)
  Leverage Factor
                                        300%
  Maximum Payment at Maturity
                                        $11.25 to $11.65 per Bear PLUS (112.5% to 116.5% of the stated
                                        principal amount), to be determined on the pricing date

                                        o   If the Final Index Value is less than the Initial Index Value:
                                            o      $10 + Enhanced Downside Payment
  Payment at Maturity                   In no event will the payment at maturity exceed the Maximum Payment at Maturity.
                                            If the Final Index Value is greater than or equal to the Initial
                                        o   Index Value:

                                            o      $10 - Upside Reduction Amount
                                        In no event will the payment at maturity be less than the Minimum Payment at Maturity.
  Enhanced Downside Payment
                                        $10 x Leverage Factor x Index Percent Decrease
  Upside Reduction Amount
                                        $10 x Index Percent Increase
  Index Percent Decrease
                                        (Initial Index Value - Final Index Value) / Initial Index Value
  Index Percent Increase
                                        (Final Index Value - Initial Index Value) / Initial Index Value
  Minimum Payment at Maturity
                                        $2.00 per Bear PLUS (20% of the stated principal amount)
  Listing
                                        The Bear PLUS will not be listed on any securities exchange.
  Issue Price
                                        $10 per Bear PLUS
  Expected Pricing Date(1)
                                        This offering is expected to close for ticketing on Thursday - May 21, 2009


1 Expected Pricing Dates are subject to change. Due to market conditions, Morgan
Stanley may close the deal prior to, or postpone, the Expected Pricing Date.
Terms in brackets are indicative only and are subject to change. Terms will be
fixed on the pricing date for the investment.

This material was not prepared by the Morgan Stanley Research Department, and
you should not regard it as a research report. Please see the offering materials
for complete product disclosure including tax disclosure and related risks. May
2009

                                                                              14

 

 
 


Client Strategy Guide: May 2009 Offerings                               Page 15


 Leverage Performance Investments

                       Buffered PLUSSMbased on the iShares(R)?MSCI EAFE Index Fund (EFA)

 Offering

                       Leveraged exposure to an underlying asset up to a cap, with
                       full downside

                       exposure to the extent losses exceed the buffer amount at
Strategy               maturity
                       May be appropriate for investors who anticipate moderate price
                       appreciation
Overview
                       and are willing to exchange some upside exposure compared to a
                       Bull
                       PLUS, either in the form of less leverage or a lower cap, for
                       limited
                       protection against depreciation of the underlying asset at
                       maturity

Risk                o principal protection
                    ull downside exposure to the underlying index beyond the
                    uffer amount
                    ppreciation potential is limited to the maximum payment at
Considerations      aturity
                    oes not provide for current income; no interest payments

Buffered PLUS offer leveraged exposure to a wide variety of assets and asset
classes, including equities, commodities and currencies while providing limited
protection against negative performance by the asset. Once the asset has
decreased below a specified buffer level, the investor is exposed to the
negative price performance, subject to a minimum payment at maturity. At
maturity, if the asset has appreciated, investors will receive the stated
principal amount of their investment plus leveraged upside performance of the
underlying asset, subject to the maximum payment at maturity. At maturity, if
the asset has depreciated, (i) if the closing price of the asset has not
declined below the specified buffer level, the Buffered PLUS will redeem for par
or (ii) if the closing price of the asset is below the buffer level, the
investor will lose 1% for every 1% decline below the specified buffer level,
subject to a minimum payment at maturity. The Buffered PLUS are senior unsecured
obligations of Morgan Stanley, and all payments on the Buffered PLUS are subject
to the credit risk of Morgan Stanley.

Issuer                       Morgan Stanley
  Underlying                   iShares(R) MSCI EAFE Index Fund (EFA)
  Maturity Date
                               May 20, 2011 (2 Years)
  Leverage Factor
                               200%
  Buffer Amount
                               10%
  Payment at Maturity
                               o  If the Final Share Price is greater than the Initial Share Price:
                               o      $10 + the Leveraged Upside Payment
                               In no event will the payment at maturity exceed the Maximum Payment at Maturity.
                               o  If the Final Share Price is less than or equal to the Initial Share Price but
                              has decreased from the Initial Share Price by an amount less than
                               or equal to the
                               Buffer Amount of 10%:
                               o            $10
                               o  If the Final Share Price is less than the Initial Share Price and has
                               decreased from the Initial Share Price by an amount greater than the Buffer
                               Amount of 10%:
                               o      ($10 x the Index Performance Factor) + $1.00
                               This amount will be less than par. However, under no circumstances will the
                               payment at maturity be less than $1.00 per Buffered PLUS.
  Leveraged Upside Payment
                               $10 x Leverage Factor x Index Percent Increase
  Share Percent Increase
                               (Final Share Price - Initial Share Price) / Initial Share Price
  Maximum Payment at Maturity
                               $15.40 to $15.90 per Buffered PLUS (154% to 159% of the stated principal
                               amount), to be determined on the pricing date
  Minimum Payment at Maturity
                               $1.00 per Buffered PLUS (10% of the stated principal amount)
  Share Performance Factor
                               Final Share Price / Initial Share Price
  Issue Price
                               $10 per Buffered PLUS
  Listing
                               The Buffered PLUS will not be listed on any securities exchange.
  Expected Pricing Date(1)
                               This offering is expected to close for ticketing on Thursday - May 21, 2009

1 Expected Pricing Dates are subject to change. Due to market conditions, Morgan
Stanley may close the deal prior to, or postpone, the Expected Pricing Date.
Terms in brackets are indicative only and are subject to change. Terms will be
fixed on the pricing date for the investment.

This material was not prepared by the Morgan Stanley Research Department, and
you should not regard it as a research report. Please see the offering materials
for complete product disclosure including tax disclosure and related risks. May
2009

                                                                              15

 

 
 


Client Strategy Guide: May 2009 Offerings                               Page 16

 Leverage Performance Investments

Bull PLUSSM based on the iShares(R)?FTSE / Xinhua China 25 Index Fund (FXI)

 Offering

                    Leveraged upside exposure within a range of price
                    performance and

                    the same downside risk as a direct investment with 1-for-1
                    downside
Strategy            exposure

                    May be appropriate for investors anticipating moderate
Overview            appreciation on
                    the iShares(R) FTSE / Xinhua China 25 Index and seeking
                    enhanced
                    returns within a range of index performance, in exchange
                    for a cap on
                    the maximum payment at maturity

Risk                No principal protection
                    Full downside exposure to the iShares(R) FTSE / Xinhua China 25
                    Index
                    Appreciation potential is limited to the maximum payment at
Considerations      maturity
                    Does not provide for current income; no interest payments

PLUS offer leveraged exposure to a wide variety of assets and asset classes,
including equities, commodities and currencies. These investments allow
investors to capture enhanced returns relative to the asset's actual positive
performance. The leverage typically applies only for a certain range of price
performance. In exchange for enhanced performance in that range, investors
generally forgo performance above a specified maximum return. At maturity, an
investor will receive an amount in cash that may be more or less than the
principal amount based upon the closing value of the asset at maturity. The PLUS
are senior unsecured debt obligations of Morgan Stanley and all payments on the
PLUS are subject to the credit risk of Morgan Stanley.

  Issuer                          Morgan Stanley

  Underlying                      iShares(R) FTSE / Xinhua China 25 Index Fund (FXI)
  Maturity Date
                                  June 21, 2010 (13 Months)
  Leverage Factor
                                  300%
  Leveraged Upside Payment
                                  $10 x Leverage Factor x Share Percent Increase
  Share Percent Increase
                                  (Final Share Price - Initial Share Price) / Initial Share Price
  Maximum Payment at Maturity
                                  $14.10 to $14.60 (141% to 146% of the stated principal amount),
                                  to be determined on the pricing date

                                  o   If the Final Share Price is greater than the Initial Share Price:
                                      o      $10 + Leveraged Upside Payment
                                      In no event will the payment at maturity exceed the Maximum
  Payment at Maturity                 Payment at Maturity.
                                      If the Final Share Price is less than or equal to the Initial
                                  o   Share Price:

                                  o   $10 x  Index Performance Factor
                                      This amount will be less than or equal to the stated principal amount of $10.
  Share Performance Factor
                                  Final Share Price / Initial Share Price
  Listing
                                  The PLUS will not be listed on any securities exchange.
  Issue Price
                                  $10 per PLUS
  Expected Pricing Date(1)
                                  This offering is expected to close for ticketing on Thursday - May 21, 2009

1 Expected Pricing Dates are subject to change. Due to market conditions, Morgan
Stanley may close the deal prior to, or postpone, the Expected Pricing Date.
Terms in brackets are indicative only and are subject to change. Terms will be
fixed on the pricing date for the investment.

This material was not prepared by the Morgan Stanley Research Department, and
you should not regard it as a research report. Please see the offering materials
for complete product disclosure including tax disclosure and related risks. May
2009

                                                                              16

 

 
 



Client Strategy Guide: May 2009 Offerings                                Page 17

Leverage Performance Investments
 Offering

Buffered PLUSSMbased on the Price of Gold

                     Leveraged exposure to an underlying asset up to a cap, with
                     full downside

                     exposure, to the extent losses exceed the buffer amount at
Strategy             maturity.
                     May be appropriate for investors who anticipate moderate price
                     appreciation
                     and are willing to exchange some upside exposure compared to a
Overview             Bull
                     PLUS, either in the form of less leverage or a lower cap, for
                     limited

                     protection against depreciation of the underlying asset at
                     maturity

Risk                No principal protection
                    Full downside exposure to the underlying index beyond the
                    buffer amount
                    Appreciation potential is limited to the maximum payment at
Considerations      maturity
                    Does not provide for current income; no interest payments

Buffered PLUS offer leveraged exposure to a wide variety of assets and asset
classes, including equities, commodities and currencies while providing limited
protection against negative performance by the asset. Once the asset has
decreased below a specified buffer level, the investor is exposed to the
negative price performance, subject to a minimum payment at maturity. At
maturity, if the asset has appreciated, investors will receive the stated
principal amount of their investment plus leveraged upside performance of the
underlying asset, subject to the maximum payment at maturity. At maturity, if
the asset has depreciated, (i) if the closing value of the asset has not
declined below the specified buffer level, the Buffered PLUS will redeem for par
or (ii) if the closing value of the asset is below the buffer level, the
investor will lose 1% for every 1% decline below the specified buffer level,
subject to a minimum payment at maturity. The Buffered PLUS are senior unsecured
debt obligations of Morgan Stanley, and all payments on the Buffered PLUS are
subject to the credit risk of Morgan Stanley.

  Issuer                       Morgan Stanley
  Underlying                   Price of Gold
  Maturity Date
                               May 31, 2011 (2 Years)
  Leverage Factor
                               200%
  Buffer Amount
                               10%

                               o  If the Final Gold Price is greater than the Initial Gold Price:
                               o      $1,000 + the Leveraged Upside Payment
                               In no event will the payment at maturity exceed the Maximum Payment at Maturity.
  Payment at Maturity          o  If the Final Gold Price is less than or equal to the Initial Gold Price but has decreased
                                   from the Initial Gold Price by an amount less than  or
                               equal to the Buffer
                               Amount of 10%:
                               o             $1,000
                               o  If the Final Gold Price is less than the Initial Gold Price and has decreased from the Initial
                                  Gold Price by an amount greater than the Buffer
                               Amount of 10%:
                               o      ($1,000 x the Index Performance Factor) + $100
                               This amount will be less than par. However, under no circumstances will the payment at maturity be
                               less than $100 per Buffered PLUS.
  Leveraged Upside Payment
                               $1,000 x Leverage Factor x Index Percent Increase
  Gold Percent Increase
                               (Final Gold Price - Initial Gold Price) / Initial Gold Price
  Maximum Payment at Maturity
                               $1,400 to $1,450 per Buffered PLUS (140% to 145% of the stated principal amount), to be
                               determined on the pricing date
  Minimum Payment at Maturity
                               $100 per Buffered PLUS (10% of the stated principal amount)
  Gold Performance Factor
                               Final Gold Price / Initial Gold Price
  Issue Price
                               $1,000 per Buffered PLUS
  Listing
                               The Buffered PLUS will not be listed on any securities exchange.
  Expected Pricing Date(1)
                               This offering is expected to close for ticketing on Thursday - May 21, 2009

1 Expected Pricing Dates are subject to change. Due to market conditions, Morgan
Stanley may close the deal prior to, or postpone, the Expected Pricing Date.
Terms in brackets are indicative only and are subject to change. Terms will be
fixed on the pricing date for the investment.

This material was not prepared by the Morgan Stanley Research Department, and
you should not regard it as a research report. Please see the offering materials
for complete product disclosure including tax disclosure and related risks. May
2009

                                                                              17

 

 
 



Client Strategy Guide: May 2009 Offerings                                Page 18

Selected Risks & Considerations

An investment in Structured Investments involves a variety of risks. Structured
Investments may be linked to a wide variety of underlying assets, and each
underlying asset will have its own unique set of risks and considerations. For
example, some underlying assets have significantly higher volatility than
others. Before you invest in any Structured Investment, you should thoroughly
review the relevant prospectus and related offering materials for a
comprehensive description of the risks associated with the Structured
Investment, including the risks related to the underlying asset(s) to which the
Structured Investment is linked.

The following are general risks applicable to most types of Structured
Investments:

Issuer Credit Risk

All payments on Structured Investments are subject to the credit risk of the
applicable issuer. Any payments of interest or payments at maturity on a
Structured Investment are subject to the credit risk of the applicable issuer
and the issuer's credit ratings and credit spreads may adversely affect the
market value of the Structured Investment. Investors are dependent on the
applicable issuer's ability to pay periodic interest payments, if any, and all
amounts due on the Structured Investment at maturity and therefore investors are
subject to the credit risk of the applicable issuer and to changes in the
market's view of the applicable issuer's credit risk. Any decline in the
applicable issuer's credit ratings or increase in the credit spreads charged by
the market for taking credit risk of the issuer is likely to adversely affect
the value of the Structured Investment. Furthermore, unless issued as
certificates of deposit, Structured Investments 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. The securities described herein are not guaranteed under the Federal
Deposit Insurance Corporation's Temporary Liquidity Guarantee Program.

Market Risk

The price at which a particular Structured Investment may be sold prior to
maturity will depend on a number of factors and may be substantially less than
the amount for which they were originally purchased. Some of these factors
include, but are not limited to: (i) changes in the level of the underlying
asset or reference index, (ii) volatility of the underlying asset or reference
index, (iii) changes in interest rates, (iv) any actual or anticipated changes
in the credit ratings of the applicable issuer or credit spreads charged by the
market for taking the issuer's credit risk and (v) the time remaining to
maturity. In addition, we expect that the secondary market prices of a
Structured Investment will be adversely affected by the fact that the issue
price of the securities includes the agent's commissions and expected profit.
You may receive less, and possibly significantly less, than the stated principal
amount if you sell your investments prior to maturity.

Liquidity Risk

There may be little or no secondary market for a particular Structured
Investment and you should be prepared to hold your investments until maturity.
If the applicable pricing supplement so specifies, we may apply to list a
particular Structured Investment on a securities exchange, but it is not
possible to predict whether any Structured Investment will meet the listing
requirements of that particular exchange, or if listed, whether any secondary
market will exist. Therefore, there may be little or no secondary market for
Structured Investments. Issuers may, but are not obligated to, make a market in
the Structured Investments. Even if there is a secondary market for a particular
Structured Investment, it may not provide enough liquidity to allow you to trade
or sell your Structured Investment easily. Because it is not expected that other
broker-dealers will participate significantly in the secondary market for
Structured Investments, the price at which you may be able to trade a Structured
Investment is likely to depend on the price, if any, at which Morgan Stanley or
another broker-dealer affiliated with the particular issuer of the security is
willing to transact. If at any time Morgan Stanley or any other broker dealer
were not to make a market in Structured Investments, it is likely that there
would be no secondary market for Structured Investments.

This material was not prepared by the Morgan Stanley Research Department, and
you should not regard it as a research report. Please see the offering materials
for complete product disclosure including tax disclosure and related risks. May
2009


 

 
 



Client Strategy Guide: May 2009 Offerings                               Page 19

Past Performance Not Indicative of Future Results

The historical performance of an underlying asset or reference index is not an
indication of future performance. Historical performance of an underlying asset

or reference index to which a specific Structured Investment is linked should
not be taken as an indication of the future performance of the underlying asset
or reference index during the term of the Structured Investment. Changes in the
levels of the underlying asset or reference index will affect the trading price
of the Structured Investment, but it is impossible to predict whether such
levels will rise or fall.

Conflicts of Interest

The applicable issuer, its affiliates and/or Morgan Stanley may be market
participants. The applicable issuer, one or more of its affiliates or Morgan
Stanley or its affiliates may, currently or in the future, publish research
reports with respect to movements in the underlying asset to which any specific
Structured Investment is linked. Such research is modified from time to time
without notice and may express opinions or provide recommendations that are
inconsistent with purchasing or holding a specific Structured Investment or
Structured Investments generally. Any of these activities could affect the
market value of a specific Structured Investment or Structured Investments
generally.

The economic interests of the calculation agent may be potentially adverse to
the investors. In most Structured Investments, an affiliate of Morgan Stanley or
the applicable issuer is designated to act as calculation agent to calculate the
period interest or payment at maturity due on the Structured Investment. Any
determinations made by the calculation agent may affect the payout to investors.

Hedging & Trading Activity

Hedging and trading activity by the calculation agent and its affiliates could
potentially adversely affect the value of the Structured Investments. We expect
that the calculation agent and its affiliates for a particular Structured
Investment will carry out hedging activities related to that Structured
Investment, including trading in the underlying asset, as well as in other
instruments related to the underlying asset. The calculation agent and their
affiliates may also trade in the underlying asset and other instruments related
to the underlying asset 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 trade date and during the term of the Structured Investment
could adversely affect the value of the underlying asset, and, accordingly, the
payout to investors.

Commissions & Hedging Profits

The inclusion of commissions and projected profit from hedging in the original
issue price is likely to adversely affect secondary market prices of Structured
Investments. Assuming no change in market conditions or any other relevant
factors, the price, if any, at which a market-maker is willing to purchase
Structured Investments in secondary market transactions will likely be lower
than the original issue price, since the original issue price includes, and
secondary market prices are likely to exclude, commissions paid with respect to
the Structured Investments, as well as the cost of hedging the applicable
issuer's obligations under the Structured Investments. The cost of hedging
includes the projected profit that the calculation agent and its affiliates may
realize in consideration for assuming the risks inherent in managing the hedging
transactions. In addition, any secondary market prices may differ from values
determined by pricing models used by the market-maker as a result of dealer
discounts, mark-ups or other transaction costs.

You can only count on FDIC insurance to cover the deposit amount of each CD and,
if applicable, the minimum index interest.

In the event that FDIC insurance payments become necessary for the equity-linked
CDs prior to the maturity date, the FDIC is only required to pay the principal
of the CDs together with any accrued minimum index interest, if any, as
prescribed by law, and subject to the applicable FDIC insurance limits. FDIC
insurance is not available for any index interest if the applicable issuer fails
prior to the maturity date, in the case of the equity-linked CDs. FDIC insurance
is also not available for any secondary market premium paid by a depositor above
the principal amount of a CD. Except to the extent insured by the FDIC, the CDs
are not otherwise insured by any governmental agency or instrumentality or any
other person.


This material was not prepared by the Morgan Stanley Research Department, and
you should not regard it as a research report. Please see the offering materials
for complete product disclosure including tax disclosure and related risks. May
2009

                                                                              19

 

 
 



Client Strategy Guide: May 2009 Offerings   Page 20


IMPORTANT INFORMATION AND QUALIFICATIONS:

The information provided herein was prepared by Morgan Stanley & Co.
Incorporated ("Morgan Stanley"), but is not a product of Morgan Stanley's Equity
or Fixed Income Research Departments.

We remind investors that these investments are subject to market risk and will
fluctuate in value. The investments discussed or recommended in this
communication may be unsuitable for investors depending upon their specific
investment objectives and financial position. No representation or warranty is
made that any returns indicated will be achieved. Potential investors should be
aware that certain legal, accounting and tax restrictions, margin requirements,
commissions and other transaction costs may significantly affect the economic
consequences of the transactions discussed herein. The information and analyses
contained herein are not intended as tax, legal or investment advice and may not
be suitable for your specific circumstances.

These materials may not be distributed in any jurisdiction where it is unlawful
to do so. The products described in this communication may not be marketed or
sold or be available for offer or sale in a number of jurisdictions where it is
unlawful to do so. This publication is disseminated in Japan by Morgan Stanley
Japan Limited; in Hong Kong by Morgan Stanley Dean Witter Asia Limited; in
Singapore by Morgan Stanley Dean Witter Asia (Singapore) Pte., regulated by the
Monetary Authority of Singapore, which accepts responsibility for its contents;
in Australia by Morgan Stanley Dean Witter Australia Limited A.B.N. 67 003 734
576, a licensed dealer, which accepts responsibility for its contents; in Canada
by Morgan Stanley Canada Limited, which has approved of, and has agreed to take
responsibility for, the contents of this publication in Canada; in Spain by
Morgan Stanley, S.V., S.A., a Morgan Stanley group company, which is supervised
by the Spanish Securities Markets Commission (CNMV) and states that this
document has been written and distributed in accordance with the rules of
conduct applicable to financial research as established under Spanish
regulations; in the United States by Morgan Stanley & Co. Incorporated., which
accepts responsibility for its contents; and in the United Kingdom, this
publication is approved by Morgan Stanley & Co. International PLC, solely for
the purposes of section 21 of the Financial Services and Markets Act 2000 and is
distributed in the European Union by Morgan Stanley & Co. International PLC,
except as provided above. Private U.K. investors should obtain the advice of
their Morgan Stanley & Co. International PLC representative about the
investments concerned. In Australia, this publication, and any access to it, is
intended only for "wholesale clients" within the meaning of the Australian
Corporations Act. Third-party data providers make no warranties or
representations of any kind relating to the accuracy, completeness, or
timeliness of the data they provide and shall not have liability for any damages
of any kind relating to such data.

Any estimates, projections or predictions (including in tabular form) given in
this communication are intended to be forward-looking statements. Although
Morgan Stanley believes that the expectations in such forward-looking statement
are reasonable, it can give no assurance that any forward-looking statements
will prove to be correct. Such estimates are subject to actual known and unknown
risks, uncertainties and other factors that could cause actual results to differ
materially from those projected. These forward-looking statements speak only as
of the date of this communication. Morgan Stanley expressly disclaims any
obligation or undertaking to update or revise any forward-looking statement
contained herein to reflect any change in its expectations or any change in
circumstances upon which such statement is based. Prices indicated are Morgan
Stanley offer prices at the close of the date indicated. Actual transactions at
these prices may not have been effected.

The trademarks and service marks contained herein are the property of their
respective owners. Additional information on recommended securities discussed
herein is available on request. This communication or any portion hereof, may
not be reprinted, resold or redistributed without the prior written consent of
Morgan Stanley.

Performance Leveraged Upside Securities, PLUS, SPARQS and RevCons are service
marks of Morgan Stanley.

"Standard & Poor's(R)," "S&P(R)", "S&P 500(R)" and "Select Sector SPDR(R) " are
trademarks of The McGraw-Hill Companies, Inc. and have been licensed for use by
Morgan Stanley. The securities are not sponsored, endorsed, sold or promoted by
S&P and S&P makes no representation regarding the advisability of investing in
the securities.

"Dow Jones" and "Dow Jones Industrial AverageSM", are service marks of Dow Jones
& Company, Inc. and have been licensed for use for certain purposes by Morgan
Stanley. The securities based on the Dow Jones Industrials Average, are not
sponsored, endorsed, sold or promoted by Dow Jones, and Dow Jones makes no
representation regarding the advisability of investing in the securities.

"Dow Jones," "AIG(R)" "Dow Jones-AIG Commodity IndexSM" and "DJ-AIGCISM" are
service marks of Dow Jones & Company, Inc. and American International Group, and
have been licensed for use for certain purposes by Morgan Stanley. The
securities based on the Dow Jones-AIG Commodity Index, are not sponsored,
endorsed, sold or promoted by Dow Jones, and Dow Jones makes no representation
regarding the advisability of investing in the securities.

iShares(R) is a service mark of Barclays Global Investors.

Copyright (C) by Morgan Stanley 2009, all rights reserved.

This material was not prepared by the Morgan Stanley Research Department, and
you should not regard it as a research report. Please see the offering materials
for complete product disclosure including tax disclosure and related risks. May
2009