Free Writing Prospectus No. 5,565

Registration Statement Nos. 333-250103; 333-250103-01

Dated June 27, 2022

Filed Pursuant to Rule 433

Morgan Stanley Finance LLC Trigger Absolute Return Step Securities

Linked to the S&P 500^® Index due June 30, 2027

Fully and Unconditionally Guaranteed by Morgan Stanley

Principal at Risk Securities

See “Additional Informationabout Morgan Stanley, MSFL and the Securities” on page 2. The Securities will have the terms set forth in the accompanying prospectus,prospectus supplement and index supplement and this free writing prospectus.

Neither the Securities andExchange Commission nor any other regulatory body has approved or disapproved of these Securities or passed upon the adequacy or accuracyof this free writing prospectus or the accompanying prospectus supplement, index supplement and prospectus. Any representation to thecontrary is a criminal offense. The Securities are not deposits or savings accounts and are not insured by the Federal Deposit InsuranceCorporation or any other governmental agency or instrumentality, nor are they obligations of, or guaranteed by, a bank.

The agent for this offering, Morgan Stanley & Co. LLC, is our affiliateand a wholly owned subsidiary of Morgan Stanley.  See “Supplemental Plan of Distribution; Conflicts of Interest”on page 23 of this free writing prospectus.

Morgan Stanley and MSFL have filed a registrationstatement (including a prospectus, as supplemented by a prospectus supplement and an index supplement) with the SEC for the offering towhich this communication relates. Before you invest, you should read the prospectus in that registration statement, the prospectus supplement,the index supplement and any other documents relating to this offering that Morgan Stanley and MSFL have filed with the SEC for more completeinformation about Morgan Stanley, MSFL and this offering. You may get these documents for free by visiting EDGAR on the SEC website at.www.sec.gov.Alternatively, Morgan Stanley, MSFL, any underwriter or any dealer participating in this offering will arrange to send you the prospectus,the prospectus supplement and the index supplement if you so request by calling toll-free 1-(800)-584-6837.

You may access the accompanying prospectus supplement,index supplement and prospectus on the SEC website at.www.sec.gov as follows:

References to “MSFL” refer to onlyMSFL, references to “Morgan Stanley” refer to only Morgan Stanley and references to “we,” “our” and“us” refer to MSFL and Morgan Stanley collectively. In this document, the “Securities” refers to the Trigger AbsoluteReturn Step Securities that are offered hereby. Also, references to the accompanying “prospectus,” “prospectus supplement”and “index supplement” mean the prospectus filed by MSFL and Morgan Stanley dated November 16, 2020, the prospectus supplementfiled by MSFL and Morgan Stanley dated November 16, 2020 and the index supplement filed by MSFL and Morgan Stanley dated November 16,2020, respectively.

You should rely only on the information incorporatedby reference or provided in this free writing prospectus or the accompanying prospectus supplement, index supplement and prospectus. Wehave not authorized anyone to provide you with different information. We are not making an offer of these securities in any state wherethe offer is not permitted. You should not assume that the information in this free writing prospectus or the accompanying prospectussupplement, index supplement and prospectus is accurate as of any date other than the date on the front of this document.

The Issue Price of each Security is $10.  Thisprice includes costs associated with issuing, selling, structuring and hedging the Securities, which are borne by you, and, consequently,the estimated value of the Securities on the Trade Date will be less than $10.  We estimate that the value of each Securityon the Trade Date will be approximately $9.445, or within $0.40 of that estimate.  Our estimate of the value of the Securitiesas determined on the Trade Date will be set forth in the final pricing supplement.

What goes into the estimated value on the TradeDate?

In valuing the Securities on the Trade Date, wetake into account that the Securities comprise both a debt component and a performance-based component linked to the Underlying. The estimatedvalue of the Securities is determined using our own pricing and valuation models, market inputs and assumptions relating to the Underlying,instruments based on the Underlying, volatility and other factors including current and expected interest rates, as well as an interestrate related to our secondary market credit spread, which is the implied interest rate at which our conventional fixed rate debt tradesin the secondary market.

What determines the economic terms of the Securities?

In determining the economic terms of the Securities,including the Step Return, the Step Barrier and the Downside Threshold, we use an internal funding rate, which is likely to be lower thanour secondary market credit spreads and therefore advantageous to us.  If the issuing, selling, structuring and hedging costsborne by you were lower or if the internal funding rate were higher, one or more of the economic terms of the Securities would be morefavorable to you.

What is the relationship between the estimatedvalue on the Trade Date and the secondary market price of the Securities?

The price at which MS & Co. purchases the Securitiesin the secondary market, absent changes in market conditions, including those related to the Underlying, may vary from, and be lower than,the estimated value on the Trade Date, because the secondary market price takes into account our secondary market credit spread as wellas the bid-offer spread that MS & Co. would charge in a secondary market transaction of this type and other factors.  However,because the costs associated with issuing, selling, structuring and hedging the Securities are not fully deducted upon issuance, for aperiod of up to 12 months following the Settlement Date, to the extent that MS & Co. may buy or sell the Securities in the secondarymarket, absent changes in market conditions, including those related to the Underlying, and to our secondary market credit spreads, itwould do so based on values higher than the estimated value.  We expect that those higher values will also be reflected in yourbrokerage account statements.

MS & Co. currently intends, but is not obligated,to make a market in the Securities, and, if it once chooses to make a market, may cease doing so at any time.

Trade Date	The Closing Level of the Underlying (Initial Level) is observed, the Downside Threshold is determined and the Step Return is set.
Maturity Date	The Final Level and Underlying Return are determined on the Final Valuation Date.   If the Final Level is greater than or equal to the Step Barrier, MSFL will pay you a cash payment per Security equal to:   $10 + [$10 × (the greater of (i) the Step Return and (ii) the Underlying Return)]   If the Final Level is less than the Step Barrier and greater than or equal to the Downside Threshold on the Final Valuation Date, MSFL will pay you a cash payment per Security equal to:   $10 + (10 x Contingent Absolute Return)   If the Final Level is less than the Downside Threshold on the Final Valuation Date, MSFL will pay you a cash payment at maturity equal to:   $10 + ($10 × Underlying Return)   Under these circumstances,the Contingent Absolute Return will not apply, and you will lose a significant portion, and could lose all, of your Principal Amount.

An investment in the Securitiesinvolves significant risks. The material risks that apply to the Securities are summarized here, but we urge you to also read the “RiskFactors” section of the accompanying prospectus. You should also consult your investment, legal, tax, accounting and other advisersbefore you invest in the Securities.

Risks Relating to an Investmentin the Securities

¨   Asa finance subsidiary, MSFL has no independent operations and will have no independent assets –As a finance subsidiary, MSFL has no independent operations beyond the issuance and administration of its securities and will have noindependent assets available for distributions to holders of MSFL securities if they make claims in respect of such securities in a bankruptcy,resolution or similar proceeding.  Accordingly, any recoveriesby such holders will be limited to those available under the related guarantee by Morgan Stanley and that guarantee will rank paripassu with all other unsecured, unsubordinated obligations of Morgan Stanley.  Holderswill have recourse only to a single claim against Morgan Stanley and its assets under the guarantee.  Holdersof securities issued by MSFL should accordingly assume that in any such proceedings they would not have any priority over and should betreated pari passu with the claims of other unsecured, unsubordinated creditors of Morgan Stanley, including holders of MorganStanley-issued securities.

Some or all of thesefactors will influence the terms of the Securities at the time of issuance and the price that you will receive if you are able to sellyour Securities prior to maturity, as the Securities are comprised of both a debt component and a performance-based component linked tothe Underlying, and these are the types of factors that also generally affect the values of debt securities and derivatives linked tothe Underlying. Generally, the longer the time remaining to maturity, the more the market price of the Securities will be affected bythe other factors described above.  For example, you may have to sell your Securities at a substantial discount from the principalamount of $10 per Security if the value of the Underlying at the time of sale is at, below or moderately above its Initial Level, andespecially if it is near or below the Downside Threshold, or if market interest rates rise.  You cannot predict the future performanceof the Underlying based on its historical performance.  

The inclusion of thecosts of issuing, selling, structuring and hedging the Securities in the Issue Price and the lower rate we are willing to pay as issuermake the economic terms of the Securities less favorable to you than they otherwise would be.

However, because thecosts associated with issuing, selling, structuring and hedging the Securities are not fully deducted upon issuance, for a period of upto 12 months following the Settlement Date, to the extent that MS & Co. may buy or sell the Securities in the secondary market, absentchanges in market conditions, including those related to the Underlying, and to our secondary market credit spreads, it would do so basedon values higher than the estimated value, and we expect that those higher values will also be reflected in your brokerage account statements.

may not provide enoughliquidity to allow you to trade or sell the Securities easily. Since other broker-dealers may not participate significantly in the secondarymarket for the Securities, the price at which you may be able to trade your Securities is likely to depend on the price, if any, at whichMS & Co. is willing to transact. If, at any time, MS & Co. were to cease making a market in the Securities, it is likely thatthere would be no secondary market for the Securities. Accordingly, you should be willing to hold your Securities to maturity.

Subject to the discussionunder “What Are the Tax Consequences of the Securities” in this free writing prospectus, although there is uncertainty regardingthe U.S. federal income tax consequences of an investment in the Securities due to the lack of governing authority, in the opinion ofour counsel, Davis Polk & Wardwell LLP (“our counsel”), under current law, and based on current market conditions, eachSecurity should be treated as a single financial contract that is an “open transaction” for U.S. federal income tax purposes.  However,because our counsel’s opinion is based in part on market conditions as of the date of this free writing prospectus, it is subjectto confirmation on the Trade Date.

If the Internal RevenueService (the “IRS”) were successful in asserting an alternative treatment for the Securities, the timing and character ofincome on the Securities might differ significantly from the tax treatment described herein.  For example, under one possibletreatment, the IRS could seek to recharacterize the Securities as debt instruments. In that event, U.S. Holders (as defined below) wouldbe required to accrue into income original issue discount on the Securities every year at a “comparable yield” determinedat the time of issuance and recognize all income and gain in respect of the Securities as ordinary income.  The risk that financialinstruments providing for buffers, triggers or similar downside protection features, such as the Securities, would be recharacterizedas debt is greater than the risk of recharacterization for comparable financial instruments that do not have such features.  Wedo not plan to request a ruling from the IRS regarding the tax treatment of the Securities, and the IRS or a court may not agree withthe tax treatment described in this free writing prospectus.

In 2007, the U.S. TreasuryDepartment and the IRS released a notice requesting comments on the U.S. federal income tax treatment of “prepaid forward contracts”and similar instruments.  The notice focuses in particular on whether to require holders of these instruments to accrue incomeover the term of their investment.  It also asks for comments on a number of related topics, including the character of incomeor loss with respect to these instruments; whether short-term instruments should be subject to any such accrual regime; the relevanceof factors such as the exchange-traded status of the instruments

and the nature of theunderlying property to which the instruments are linked; the degree, if any, to which income (including any mandated accruals) realizedby Non-U.S. Holders (as defined below) should be subject to withholding tax; and whether these instruments are or should be subject tothe “constructive ownership” rule, which very generally can operate to recharacterize certain long-term capital gain as ordinaryincome and impose an interest charge.  While the notice requests comments on appropriate transition rules and effective dates,any Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the taxconsequences of an investment in the Securities, possibly with retroactive effect.

Both U.S. and Non-U.S.Holders should read carefully the discussion under “What Are the Tax Consequences of the Securities” in this free writingprospectus and consult their tax advisers regarding all aspects of the U.S. federal tax consequences of an investment in the Securitiesas well as any tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

Risks Relating to the Underlying

These examples are basedon hypothetical terms.  The actual terms will be determined on the Trade Date.

The below scenario analysis andexamples are provided for illustrative purposes only and are hypothetical. They do not purport to be representative of every possiblescenario concerning increases or decreases in the level of the Underlying relative to the Initial Level. We cannot predict the Final Levelon the Final Valuation Date. You should not take the scenario analysis and these examples as an indication or assurance of the expectedperformance of the Underlying. The numbers appearing in the examples below have been rounded for ease of analysis.  The followingscenario analysis and examples illustrate the payment at maturity for a $10.00 security on a hypothetical offering of the Securities,with the following assumptions^*:

^* The actual InitialLevel, Downside Threshold, Step Barrier and Step Return for the Securities will be determined on the Trade Date.

Example 1— The level ofthe Underlying increases from an Initial Level of 4,500 to a Final Level of 5,175.  TheFinal Level is greater than or equal to the Step Barrier but the Underlying Return is less than the hypothetical Step Return of 34.00%:

Underlying Return = (5,175 –4,500) / 4,500 = 15.00%

Payment at Maturity = $10 + [$10x the greater of (i) 34.00% and (ii) 15.00%] = $13.40

Because the Final Level is greater than or equal tothe Step Barrier but the Underlying Return is less than the hypothetical Step Return of 34.00%, the Payment at Maturity is equal to $13.40per $10.00 Principal Amount of Securities, resulting in a total return on the Securities of 34.00%.

Example 2— The level ofthe Underlying increases from an Initial Level of 4,500 to a Final Level of 7,875.  TheFinal Level is greater than or equal to the Step Barrier and the Underlying Return is greater than the hypothetical Step Return of 34.00%:

Underlying Return = (7,875 –4,500) / 4,500 = 75.00%

Payment at Maturity = $10 + [$10x the greater of (i) 34.00% and (ii) 75.00%] = $17.50

Because the Final Level is greater than or equal tothe Step Barrier and the Underlying Return is greater than the hypothetical Step Return of 34.00%, the Payment at Maturity is equal to$17.50 per $10.00 Principal Amount of Securities, resulting in a total return on the Securities of 75.00%.

Example 3— The level of the Underlyingdecreases from an Initial Level of 4,500 to a Final Level of 3,825.  TheFinal Level is less than the Step Barrier but greater than or equal to the Downside Threshold:

Underlying Return = (3,825 –4,500) / 4,500 = -15.00%

Payment at Maturity = $10 + ($10x Contingent Absolute Return)

Payment at Maturity = ($10 + ($10x 15.00%)

        =$11.50

Because the Final Level is less than the Step Barrierbut greater than or equal to the Downside Threshold on the Final Valuation Date, the Contingent Absolute Return will apply and MSFL willpay you a Payment at Maturity equal to $11.50 per $10.00 Principal Amount of Securities, resulting in a 15.00% percent return on the Securities.

Example 4— The level of the Underlyingdecreases from an Initial Level of 4,500 to a Final Level of 2,700.  TheUnderlying Return is less than the Downside Threshold and expressed as a formula:

Underlying Return = (2,700 –4,500) / 4,500 = -40.00%

Payment at Maturity = $10 + ($10× -40.00%) = $6.00

Because the Final Level is less than the Downside Thresholdon the Final Valuation Date, the Contingent Absolute Return will not apply and the Securities will be fully exposed to any decline inthe level of the Underlying as of the Final Valuation Date.  Therefore,the Payment at Maturity is equal to $6.00 per $10.00 Principal Amount of Securities, resulting in a total loss on the Securities of 40.00%.

If the Final Level is below the Downside Thresholdon the Final Valuation Date, the Contingent Absolute Return will not apply, the Securities will be fully exposed to any decline in theUnderlying, and you will lose more than 25%, and possibly all, of your Principal Amount at maturity.

Scenario Analysis – Hypothetical Paymentat Maturity for each $10.00 Principal Amount of Securities.

^*. The Underlying excludes cash dividendpayments on stocks included in the Underlying.

(1) The “Return on Securities”is the number, expressed as a percentage, that results from comparing the Payment at Maturity per $10 Principal Amount Security to thepurchase price of $10 per Security.

Prospective investors shouldnote that the discussion under the section called “United States Federal Taxation” in the accompanying prospectus supplementdoes not apply to the Securities issued under this free writing prospectus and is superseded by the following discussion.

The following summary is a general discussion of theprincipal U.S. federal income tax consequences and certain estate tax consequences of the ownership and disposition of the Securities.  Thisdiscussion applies only to investors in the Securities who:

This discussion does not describe all of the tax consequencesthat may be relevant to a holder in light of the holder’s particular circumstances or to holders subject to special rules, suchas:

If an entity that is classified as a partnership forU.S. federal income tax purposes holds the Securities, the U.S. federal income tax treatment of a partner will generally depend on thestatus of the partner and the activities of the partnership. If you are a partnership holding the Securities or a partner in such a partnership,you should consult your tax adviser as to the particular U.S. federal tax consequences of holding and disposing of the Securities to you.

In addition, we will not attempt to ascertain whetherany issuer of any shares to which a Security relates (such shares hereafter referred to as “Underlying Shares”) is treatedas a “passive foreign investment company” (“PFIC”) within the meaning of Section 1297 of the Code or as a “U.S.real property holding corporation” (“USRPHC”) within the meaning of Section 897 of the Code. If any issuer of UnderlyingShares were so treated, certain adverse U.S. federal income tax consequences might apply, to a U.S. Holder in the case of a PFIC and toa Non-U.S. Holder (as defined below) in the case of a USRPHC, upon the sale, exchange or settlement of the Securities. You should referto information filed with the Securities and Exchange Commission or other governmental authorities by the issuers of the Underlying Sharesand consult your tax adviser regarding the possible consequences to you if any issuer is or becomes a PFIC or USRPHC.

As the law applicable to the U.S. federal income taxationof instruments such as the Securities is technical and complex, the discussion below necessarily represents only a general summary.  Moreover,the effect of any applicable state, local or non-U.S. tax laws is not discussed, nor are any alternative minimum tax consequences or consequencesresulting from the Medicare tax on investment income.

This discussion is based on the Code, administrativepronouncements, judicial decisions and final, temporary and proposed Treasury regulations, all as of the date of this free writing prospectus,changes to any of which subsequent to the date hereof may affect the tax consequences described herein.  Persons consideringthe purchase of the Securities should consult their tax advisers with regard to the application of the U.S. federal income tax laws totheir particular situations as well as any tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

General

Although there is uncertainty regarding the U.S. federalincome tax consequences of an investment in the Securities due to the lack of governing authority, in the opinion of our counsel, undercurrent law, and based on current market conditions, each Security should be treated as a single financial contract that is an “opentransaction” for U.S. federal income tax purposes.  However, because our counsel’s opinion is based in part on marketconditions as of the date of this free writing prospectus, it is subject to confirmation on the Trade Date.

Due to the absence of statutory, judicial or administrativeauthorities that directly address the treatment of the Securities or instruments that are similar to the Securities for U.S. federal incometax purposes, no assurance can be

given that the Internal Revenue Service (the “IRS”)or a court will agree with the tax treatment described herein.  Accordingly, you should consult your tax adviser regarding allaspects of the U.S. federal tax consequences of an investment in the Securities (including possible alternative treatments of the Securities).  Unlessotherwise stated, the following discussion is based on the treatment of the Securities as described in the previous paragraph.

Tax Consequences to U.S. Holders

This section applies to you only if you are a U.S.Holder.  As used herein, the term “U.S. Holder” means a beneficial owner of a Security that is, for U.S. federalincome tax purposes:

Tax Treatment of the Securities

Assuming the treatment of the Securities as set forthabove is respected, the following U.S. federal income tax consequences should result.

Tax Treatment Prior to Settlement.  AU.S. Holder should not be required to recognize taxable income over the term of the Securities prior to settlement, other than pursuantto a sale or exchange as described below.

Tax Basis.  A U.S. Holder’stax basis in the Securities should equal the amount paid by the U.S. Holder to acquire the Securities.

Sale, Exchange or Settlement of the Securities.Upon a sale, exchange or settlement of the Securities, a U.S. Holder should recognize gain or loss equal to the difference between theamount realized on the sale, exchange or settlement and the U.S. Holder’s tax basis in the Securities sold, exchanged or settled.  Subjectto the discussion above regarding the possible application of Section 1297 of the Code, any gain or loss recognized upon the sale, exchangeor settlement of the Securities should be long-term capital gain or loss if the U.S. Holder has held the Securities for more than oneyear at such time, and short-term capital gain or loss otherwise.

Possible Alternative Tax Treatments of an Investmentin the Securities

Due to the absence of authorities that directly addressthe proper tax treatment of the Securities, no assurance can be given that the IRS will accept, or that a court will uphold, the treatmentdescribed above.  In particular, the IRS could seek to analyze the U.S. federal income tax consequences of owning the Securitiesunder Treasury regulations governing contingent payment debt instruments (the “Contingent Debt Regulations”). If the IRS weresuccessful in asserting that the Contingent Debt Regulations applied to the Securities, the timing and character of income thereon wouldbe significantly affected. Among other things, a U.S. Holder would be required to accrue into income original issue discount on the Securitiesevery year at a “comparable yield” determined at the time of their issuance, adjusted upward or downward to reflect the difference,if any, between the actual and the projected amount of the contingent payment on the Securities. Furthermore, any gain realized by a U.S.Holder at maturity or upon a sale, exchange or other disposition of the Securities would generally be treated as ordinary income, andany loss realized would be treated as ordinary loss to the extent of the U.S. Holder’s prior accruals of original issue discountand as capital loss thereafter.  The risk that financial instruments providing for buffers, triggers or similar downside protectionfeatures, such as the Securities, would be recharacterized as debt is greater than the risk of recharacterization for comparable financialinstruments that do not have such features.

Other alternative federal income tax treatments ofthe Securities are also possible, which, if applied, could significantly affect the timing and character of the income or loss with respectto the Securities.  In 2007, the U.S. Treasury Department and the IRS released a notice requesting comments on the U.S. federalincome tax treatment of “prepaid forward contracts” and similar instruments.  The notice focuses in particular onwhether to require holders of these instruments to accrue income over the term of their investment.  It also asks for commentson a number of related topics, including the character of income or loss with respect to these instruments; whether short-term instrumentsshould be subject to any such accrual regime; the relevance of factors such as the exchange-traded status of the instruments and the natureof the underlying property to which the instruments are linked; and whether these instruments are or should be subject to the “constructiveownership” rule, which very generally can operate to recharacterize certain long-term capital gain as ordinary income and imposean interest charge.  While the notice requests comments on appropriate transition rules and effective dates, any Treasury regulationsor other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investmentin the Securities, possibly with retroactive effect.  U.S. Holders should consult their tax advisers regarding the U.S. federalincome tax consequences of an investment in the Securities, including possible alternative treatments and the issues presented by thisnotice.

Backup Withholding and Information Reporting

Backup withholding may apply in respect of the paymenton the Securities at maturity and the payment of proceeds from a sale, exchange or other disposition of the Securities, unless a U.S.Holder provides proof of an applicable exemption or a correct taxpayer identification number and otherwise complies with applicable requirementsof the backup withholding rules.  The amounts withheld under the backup withholding rules are not an additional tax and maybe refunded, or credited against the U.S. Holder’s U.S. federal income tax liability, provided that the required information istimely furnished to the IRS.  In addition, information returns may be filed with the IRS in connection with the payment on theSecurities and the payment of proceeds from a sale, exchange or other disposition of the Securities, unless the U.S. Holder provides proofof an applicable exemption from the information reporting rules.

Tax Consequences to Non-U.S. Holders

This section applies to you only if you are a Non-U.S.Holder.  As used herein, the term “Non-U.S. Holder” means a beneficial owner of a Security that is, for U.S. federalincome tax purposes:

The term “Non-U.S. Holder” does not includeany of the following holders:

Such holders should consult their tax advisers regardingthe U.S. federal income tax consequences of an investment in the Securities.

Tax Treatment upon Sale, Exchange or Settlementof the Securities

In general.  Assumingthe treatment of the Securities as set forth above is respected, and subject to the discussions below concerning backup withholdingand the possible application of Section 871(m) of the Code and the discussion above concerning the possible application of Section 897of the Code, a Non-U.S. Holder of the Securities generally will not be subject to U.S. federal incomeor withholding tax in respect of amounts paid to the Non-U.S. Holder.

Subject to the discussions regarding the possibleapplication of Sections 871(m) and 897 of the Code and FATCA, if all or any portion of a Security were recharacterized as a debt instrument,any payment made to a Non-U.S. Holder with respect to the Securities would not be subject to U.S. federal withholding tax, provided that:

Certification Requirement.  Thecertification requirement referred to in the preceding paragraph will be fulfilled if the beneficial owner of a Security (or a financialinstitution holding a Security on behalf of the beneficial owner) furnishes to the applicable withholding agent an IRS Form W-8BEN (orother appropriate form) on which the beneficial owner certifies under penalties of perjury that it is not a U.S. person.

In 2007, the U.S. Treasury Department and the IRSreleased a notice requesting comments on the U.S. federal income tax treatment of “prepaid forward contracts” and similarinstruments.  Among the issues addressed in the notice is the degree, if any, to which any income with respect to instrumentssuch as the Securities should be subject to U.S. withholding tax.  It is possible that any Treasury regulations or other guidancepromulgated after consideration of this issue could materially and adversely affect the withholding tax consequences of ownership anddisposition of the Securities, possibly on a retroactive basis.  Non-U.S. Holders should note that we currently do not intendto withhold on any payment made with respect to the Securities to Non-U.S.

Holders (subject to compliance by such holders withthe certification requirement described above and to the discussions regarding Sections 871(m) and 897 of the Code and FATCA).  However,in the event of a change of law or any formal or informal guidance by the IRS, the U.S. Treasury Department or Congress, we may decideto withhold on payments made with respect to the Securities to Non-U.S. Holders, and we will not be required to pay any additional amountswith respect to amounts withheld.  Accordingly, Non-U.S. Holders should consult their tax advisers regarding all aspects ofthe U.S. federal income tax consequences of an investment in the Securities, including the possible implications of the notice referredto above.

Section 871(m) Withholding Tax on Dividend Equivalents

Section 871(m) of the Code and Treasury regulationspromulgated thereunder (“Section 871(m)”) generally impose a 30% (or a lower applicable treaty rate) withholding tax on dividendequivalents paid or deemed paid to Non-U.S. Holders with respect to certain financial instruments linked to U.S. equities or indices thatinclude U.S. equities (each, an “Underlying Security”).  Subject to certain exceptions, Section 871(m) generallyapplies to securities that substantially replicate the economic performance of one or more Underlying Securities, as determined basedon tests set forth in the applicable Treasury regulations (a “Specified Security”).  However, pursuant to an IRSnotice, Section 871(m) will not apply to securities issued before January 1, 2023 that do not have a delta of one with respect to anyUnderlying Security.  Based on the terms of the Securities and current market conditions, we expect that the Securities willnot have a delta of one with respect to any Underlying Security on the Trade Date. However, we will provide an updated determination inthe final pricing supplement. Assuming that the Securities do not have a delta of one with respect to any Underlying Security, our counselis of the opinion that the Securities should not be Specified Securities and, therefore, should not be subject to Section 871(m).

Our determination is not binding on the IRS, and theIRS may disagree with this determination.  Section 871(m) is complex and its application may depend on your particular circumstances,including whether you enter into other transactions with respect to an Underlying Security.  If withholding is required, wewill not be required to pay any additional amounts with respect to the amounts so withheld.  You should consult your tax adviserregarding the potential application of Section 871(m) to the Securities.

U.S. Federal Estate Tax

Individual Non-U.S. Holders and entities the propertyof which is potentially includible in such an individual’s gross estate for U.S. federal estate tax purposes (for example, a trustfunded by such an individual and with respect to which the individual has retained certain interests or powers), should note that, absentan applicable treaty exemption, the Securities may be treated as U.S. situs property subject to U.S. federal estate tax.  Prospectiveinvestors that are non-U.S. individuals, or are entities of the type described above, should consult their tax advisers regarding theU.S. federal estate tax consequences of an investment in the Securities.

Backup Withholding and Information Reporting

Information returns may be filed with the IRS in connectionwith the payment on the Securities at maturity as well as in connection with the payment of proceeds from a sale, exchange or other dispositionof the Securities.  A Non-U.S. Holder may be subject to backup withholding in respect of amounts paid to the Non-U.S. Holder,unless such Non-U.S. Holder complies with certification procedures to establish that it is not a U.S. person for U.S. federal income taxpurposes or otherwise establishes an exemption.  Compliance with the certification procedures described above under “―TaxTreatment upon Sale, Exchange or Settlement of the Securities – Certification Requirement” will satisfy the certificationrequirements necessary to avoid backup withholding as well.  The amount of any backup withholding from a payment to a Non-U.S.Holder will be allowed as a credit against the Non-U.S. Holder’s U.S. federal income tax liability and may entitle the Non-U.S.Holder to a refund, provided that the required information is timely furnished to the IRS.

FATCA

Legislation commonly referred to as “FATCA”generally imposes a withholding tax of 30% on payments to certain non-U.S. entities (including financial intermediaries) with respectto certain financial instruments, unless various U.S. information reporting and due diligence requirements have been satisfied.  Anintergovernmental agreement between the United States and the non-U.S. entity’s jurisdiction may modify these requirements.  FATCAgenerally applies to certain financial instruments that are treated as paying U.S.-source interest or other U.S.-source “fixed ordeterminable annual or periodical” income (“FDAP income”).  If the Securities were recharacterized as debtinstruments, FATCA would apply to any payment of amounts treated as interest and to payments of gross proceeds of the disposition (includingupon retirement) of the Securities.  However, under proposed regulations (the preamble to which specifies that taxpayers arepermitted to rely on them pending finalization), no withholding will apply on payments of gross proceeds (other than amounts treated asFDAP income).  If withholding were to apply to the Securities, we would not be required to pay any additional amounts with respectto amounts withheld.  Both U.S. and Non-U.S. Holders should consult their tax advisers regarding the potential application ofFATCA to the Securities.

The discussion in the preceding paragraphs under“What Are the Tax Consequences of the Securities,” insofar as it purports to describe provisions of U.S. federal income taxlaws or legal conclusions with respect thereto, constitutes

the full opinion of Davis Polk & Wardwell LLPregarding the material U.S. federal income tax consequences of an investment in the Securities.

The following table sets forth the published high and low Closing Levels,as well as the end-of-quarter Closing Levels, of the S&P 500^® Index for each quarter in the period from January 1,2017 through June 23, 2022.  The Closing Level of the S&P500^® Index on June 23, 2022 was 3,795.73.  Weobtained the information in the table below from Bloomberg Financial Markets, without independent verification.  Thehistorical Closing Levels of the S&P 500^® Index should not be taken as an indication of future performance, and noassurance can be given as to the Closing Level of the S&P 500^® Index on the Final Valuation Date.

* Available information for theindicated period includes data for less than the entire calendar quarter, and, accordingly, the “Quarterly High,” “QuarterlyLow” and “Quarterly Close” data indicated are for this shortened period only.

The graph below illustrates the performance of the S&P 500^®Index from January 1, 2008 through June 23, 2022, based on information from Bloomberg. Past performance of the S&P 500^®Index is not indicative of the future performance of the S&P 500^® Index.

If the terms contained in this free writing prospectusdiffer from those contained in the prospectus supplement, index supplement or prospectus, the terms contained in this free writing prospectuswill control.

Some Definitions

We have defined some of the terms that we use frequentlyin this free writing prospectus below:

(i)   theoccurrence or existence of any of:

(a)  a suspension,absence or material limitation of trading of stocks then constituting 20 percent or more of the value of the Underlying (or the SuccessorUnderlying (as defined below under “—Discontinuance of the Underlying; Alteration of Method of Calculation”)) on theRelevant Exchange for such securities for more than two hours of trading or during the one-half hour period preceding the close of theprincipal trading session on such Relevant Exchange, or

(b)  a breakdownor failure in the price and trade reporting systems of any Relevant Exchange as a result of which the reported trading prices for stocksthen constituting 20 percent or more of the value of the Underlying (or the Successor Underlying) during the last one-half hour precedingthe close of the principal trading session on such Relevant Exchange are materially inaccurate, or

(c) the suspension, materiallimitation or absence of trading on any major U.S. securities market for trading in futures or options contracts or exchange-traded fundsrelated to the Underlying (or the Successor Underlying) for more than two hours of trading or during the one-half hour period precedingthe close of the principal trading session on such market,

in each case as determinedby the Calculation Agent in its sole discretion; and

(ii)   adetermination by the Calculation Agent in its sole discretion that any event described in clause (i) above materially interfered withour ability or the ability of any of our affiliates to unwind or adjust all or a material portion of the hedge position with respect tothe Securities.

For the purpose of determining whethera Market Disruption Event exists at any time, if trading in a security included in the Underlying is materially suspended or materiallylimited at that time, then the relevant percentage contribution of that security to the value of the Underlying shall be based on a comparisonof (x) the portion of the value of the Underlying attributable to that security relative to (y) the overall value of the Underlying, ineach case immediately before that suspension or limitation.

For the purpose ofdetermining whether a Market Disruption Event has occurred:  (1) a limitation on the hours or number of days of trading willnot constitute a Market Disruption Event if it results from an announced change in the regular business hours of the Relevant Exchangeor market, (2) a decision to permanently discontinue trading in the relevant futures or options contract or exchange-traded fund willnot constitute a Market Disruption Event, (3) a suspension of trading in futures or options contracts or exchange-traded funds on theUnderlying by the primary securities market trading in such contracts or funds by reason of (a) a price change exceeding limits set bysuch securities exchange or market, (b) an imbalance of orders relating to such contracts or funds, or (c) a disparity in bid and askquotes relating to such contracts or funds will constitute a suspension, absence or material limitation of trading in futures or optionscontracts or exchange-traded funds related to the Underlying and (4) a “suspension, absence or material limitation of trading”on any Relevant Exchange or on the primary market on which futures or options contracts or exchange-traded funds related to the Underlyingare traded will not include any time when such securities market is itself closed for trading under ordinary circumstances.

Postponement of Final Valuation Date and MaturityDate

If the scheduled Final Valuation Date is not anIndex Business Day or if a Market Disruption Event with respect to the Underlying occurs on such date, the Closing Level for such datewill be determined on the immediately succeeding Index Business Day on which no Market Disruption Event shall have occurred; providedthat the Closing Level with respect to the Final Valuation Date will not be determined on a date later than the fifth scheduled IndexBusiness Day after the scheduled Final Valuation Date, and if such date is not an Index Business Day or if there is a Market DisruptionEvent on such date, the Calculation Agent will determine the Closing Level of the Underlying on such date in accordance with the formulafor calculating such Underlying last in effect prior to the commencement of the Market Disruption Event (or prior to the non-Index BusinessDay), without rebalancing or substitution, using the closing price (or, if trading in the relevant securities has been materially suspendedor materially limited, its good faith estimate of the closing price that would have prevailed but for such suspension, limitation or non-IndexBusiness Day) on such date of each security most recently constituting the Underlying.

If the Final Valuation Date is postponed so thatit falls less than two business days prior to the scheduled Maturity Date, the Maturity Date will be the second business day followingthe Final Valuation Date, as postponed.

Alternate Exchange Calculation in case of anEvent of Default

If an event of default with respect to the Securities shall have occurredand be continuing, the amount declared due and payable upon any acceleration of the Securities (the “Acceleration Amount”)will be an amount, determined by the Calculation Agent in its sole discretion, that is equal to the cost of having a Qualified FinancialInstitution, of the kind and selected as described below, expressly assume all our payment and other obligations with respect to the Securitiesas of that day and as if no default or acceleration had occurred, or to undertake other obligations providing substantially equivalenteconomic value to you with respect to the Securities.  That costwill equal:

During the Default Quotation Period for the Securities, which we describebelow, the holders of the Securities and/or we may request a Qualified Financial Institution to provide a quotation of the amount it wouldcharge to effect this assumption or undertaking.  If either partyobtains a quotation, it must notify the other party in writing of the quotation.  Theamount referred to in the first bullet point above will equal the lowest—or, if there is only one, the only—quotation obtained,and as to which notice is so given, during the Default Quotation Period.  Withrespect to any quotation, however, the party not obtaining the quotation may object, on reasonable and significant grounds, to the assumptionor undertaking by the Qualified Financial Institution providing the quotation and notify the other party in writing of those grounds withintwo business days after the last day of the Default Quotation Period, in which case that quotation will be disregarded in determiningthe Acceleration Amount.

Notwithstanding the foregoing, if a voluntary or involuntary liquidation,bankruptcy or insolvency of, or any analogous proceeding is filed with respect to MSFL or Morgan Stanley, then depending on applicablebankruptcy law, your claim may be limited to an amount that could be less than the Acceleration Amount.

If the maturity of the Securities is accelerated because of an eventof default as described above, we shall, or shall cause the Calculation Agent to, provide written notice to the Trustee at its New Yorkoffice, on which notice the Trustee may conclusively rely, and to the Depositary of the Acceleration Amount and the aggregate cash amountdue, if any, with respect to the Securities as promptly as possible and in no event later than two business days after the date of suchacceleration.

Default Quotation Period

The Default Quotation Period is the period beginning on the day theAcceleration Amount first becomes due and ending on the third business day after that day, unless:

If either of these two events occurs, the Default Quotation Period willcontinue until the third business day after the first business day on which prompt notice of a quotation is given as described above.  Ifthat quotation is objected to as described above within five business days after that first business day, however, the Default QuotationPeriod will continue as described in the prior sentence and this sentence.

In any event, if the Default Quotation Period and the subsequent twobusiness day objection period have not ended before the Final Valuation Date, then the Acceleration Amount will equal the principal amountof the Securities.

Qualified Financial Institutions

For the purpose of determining the Acceleration Amount at any time,a Qualified Financial Institution must be a financial institution organized under the laws of any jurisdiction in the United States orEurope, which at that time has outstanding debt obligations with a stated maturity of one year or less from the date of issue and ratedeither:

Discontinuance of the Underlying; Alterationof Method of Calculation

If the Underlying Publisher of the Underlying discontinuespublication of the Underlying and the Underlying Publisher or another entity (including MS & Co.) publishes a successor or substituteindex that the Calculation Agent determines, in its sole discretion, to be comparable to the discontinued Underlying (such index beingreferred to herein as a “Successor Underlying”), then any subsequent Closing Level of the Underlying will be determined byreference to the published value of such Successor Underlying at the regular weekday close of trading on any Index Business Day that theClosing Level is to be determined, and, to the extent the Closing Level of the Successor Underlying differs from the Closing Level ofthe Underlying at the time of such substitution, proportionate adjustments will be made by the Calculation Agent to the Initial Level,Step Barrier and Downside Threshold.

Upon any selection by the Calculation Agent of a SuccessorUnderlying, the Calculation Agent will cause written notice thereof to be furnished to the Trustee, to us and to the Depositary, as holderof the Securities, within three business days of such selection.  We expect that such notice will be made available to you,as a beneficial owner of such Securities, in accordance with the standard rules and procedures of the Depositary and its direct and indirectparticipants.

If the Underlying Publisher discontinues publicationof the Underlying prior to, and such discontinuance is continuing on, the Final Valuation Date and the Calculation Agent determines, inits sole discretion, that no Successor Underlying is available at such time, then the Calculation Agent will determine the Closing Levelof the Underlying for such date.  The Closing Level of the Underlying will be computed by the Calculation Agent in accordancewith the formula for and method of calculating the Underlying last in effect prior to such discontinuance, using the closing price (or,if trading in the relevant securities has been materially suspended or materially limited, its good faith estimate of the closing pricethat would have prevailed but for such suspension or limitation) at the close of the principal trading session of the Relevant Exchangeon the Final Valuation Date of each security most recently constituting the Underlying without any rebalancing or substitution of suchsecurities following such discontinuance.  Notwithstanding these alternative arrangements, discontinuance of the publicationof the Underlying may adversely affect the value of the Securities.

If at any time the method of calculating the Underlyingor Successor Underlying, or the value thereof, is changed in a material respect, or if the Underlying or Successor Underlying is in anyother way modified so that such index does not, in the opinion of the Calculation Agent, fairly represent the value of such index hadsuch changes or modifications not been made, then, from and after such time, the Calculation Agent will, at the close of business in NewYork City on each date on which the Closing Level is to be determined, make such calculations and adjustments as, in the good faith judgmentof the Calculation Agent, may be necessary in order to arrive at a value of a stock index comparable to the Underlying or Successor Underlying,as the case may be, as if such changes or modifications had not been made, and the Calculation Agent will calculate the Closing Levelwith reference to the Underlying or Successor Underlying, as adjusted.  Accordingly, if the method of calculating the Underlyingor Successor Underlying is modified so that the value of such index is a fraction of what it would have been if it had not been modified(e.g., due to a split in the index), then the Calculation Agent will adjust such index in order to arrive at a value of the Underlyingor Successor Underlying as if it had not been modified (e.g., as if such split had not occurred).

Trustee

The “Trustee” for each offering ofnotes issued under our Senior Debt Indenture, including the Securities, will be The Bank of New York Mellon, a New York banking corporation.

Agent

The “agent” is MS & Co.

Calculation Agent and Calculations

The “Calculation Agent” for the Securitieswill be MS & Co.  As Calculation Agent, MS & Co. will determine, among other things, the Initial Level, the DownsideThreshold, the Step Return, the Final Level, the Underlying Return and the Payment at Maturity.

All determinations made by the Calculation Agentwill be at the sole discretion of the Calculation Agent and will, in the absence of manifest error, be conclusive for all purposes andbinding on you, the Trustee and us.

All calculations with respect to the Payment atMaturity, if any, will be rounded to the nearest one hundred-thousandth, with five one-millionths rounded upward (e.g., .876545 wouldbe rounded to .87655); all dollar amounts related to determination of the amount of cash payable per Security will be rounded to the nearestten-thousandth, with five one hundred-thousandths rounded upward (e.g., .76545 would be rounded up to .7655); and all dollar amounts paidon the aggregate number of Securities will be rounded to the nearest cent, with one-half cent rounded upward.

Because the Calculation Agent is our affiliate,the economic interests of the Calculation Agent and its affiliates may be adverse to your interests, as an owner of the Securities, includingwith respect to certain determinations and judgments that the Calculation Agent must make in determining the Final Level or whether aMarket Disruption Event has occurred.  See “—Discontinuance of

the Underlying; Alteration of Method of Calculation,”and the definition of Market Disruption Event.  MS & Co. is obligated to carry out its duties and functions as CalculationAgent in good faith and using its reasonable judgment.

Issuer Notice to Registered Security Holders,the Trustee and the Depositary

In the event that the MaturityDate of the Securities is postponed due to a postponement of the Final Valuation Date, the Issuer shall give notice of such postponementand, once it has been determined, of the date to which the Maturity Date has been rescheduled (i) to each registered holder of the Securitiesby mailing notice of such postponement by first class mail, postage prepaid, to such registered holder’s last address as it shallappear upon the registry books, (ii) to the Trustee by facsimile confirmed by mailing such notice to the Trustee by first class mail,postage prepaid, at its New York office and (iii) to The Depository Trust Company (the “Depositary”) by telephone or facsimileconfirmed by mailing such notice to the Depositary by first class mail, postage prepaid. Any notice that is mailed to a registered holderof the Securities in the manner herein provided shall be conclusively presumed to have been duly given to such registered holder, whetheror not such registered holder receives the notice. The Issuer shall give such notice as promptly as possible, and in no case later than(i) with respect to notice of postponement of the Maturity Date, the Business Day immediately preceding the scheduled Maturity Date and(ii) with respect to notice of the date to which the Maturity Date has been rescheduled, the Business Day immediately following the FinalValuation Date as postponed.

The Issuer shall, or shall causethe Calculation Agent to, (i) provide written notice to the Trustee and to the Depositary of the amount of cash, if any, to be deliveredwith respect to each stated principal amount of the Securities, on or prior to 10:30 a.m. (New York City time) on the Business Day precedingthe Maturity Date, and (ii) deliver the aggregate cash amount due with respect to the Securities, if any, to the Trustee for deliveryto the Depositary, as holder of the Securities, on the Maturity Date.

Use of Proceeds and Hedging

The proceeds from the sale of the Securities willbe used by us for general corporate purposes. We will receive, in aggregate, $10 per Security issued, because, when we enter into hedgingtransactions in order to meet our obligations under the Securities, our hedging counterparty will reimburse the cost of the Agent’scommissions. The costs of the Securities borne by you and described on page 2 above comprise the Agent’s commissions and the costof issuing, structuring and hedging the Securities. See also “Use of Proceeds” in the accompanying prospectus.

On or prior to the Trade Date, we will hedge our anticipatedexposure in connection with the Securities, by entering into hedging transactions with our affiliates and/or third-party dealers.  Weexpect our hedging counterparties to take positions in the constituent stocks of the Underlying, in futures or options contracts on theUnderlying or the constituent stocks of the Underlying, as well as in other instruments related to the Underlying that they may wish touse in connection with such hedging.  Such purchase activity could increase the Initial Level of the Underlying, and, therefore,could increase the Downside Threshold, which is the level at or above which the Underlying must close on the Final Valuation Date so thatyou do not suffer a significant loss on your initial investment in the Securities.  In addition, through our affiliates, weare likely to modify our hedge position throughout the term of the Securities, including on the Final Valuation Date, by purchasing andselling the constituent stocks of the Underlying, futures or options contracts on the Underlying or the constituent stocks of the Underlying,as well as other instruments related to the Underlying that we may wish to use in connection with such hedging activities, including bypurchasing or selling any such securities or instruments on the Final Valuation Date.  As a result, these entities may be unwindingor adjusting hedge positions during the term of the Securities, and the hedging strategy may involve greater and more frequent dynamicadjustments to the hedge as the Final Valuation Date approaches.  We cannot give any assurance that our hedging activities willnot affect the level of the Underlying, and, therefore, adversely affect the value of the Securities or the amount payable at maturity,if any.

Supplemental Plan of Distribution; Conflicts of Interest

MS & Co. will act as the agent for this offering.We will agree to sell to MS & Co., and MS & Co. will agree to purchase, all of the Securities at the issue price less the underwritingdiscount indicated on the cover of this document. UBS Financial Services Inc., acting as dealer, will receive from MS & Co. a fixedsales commission of $0.35 for each Security it sells.

MS & Co. is our affiliate and a wholly owned subsidiaryof Morgan Stanley, and it and other affiliates of ours expect to make a profit by selling, structuring and, when applicable, hedging theSecurities.  When MS & Co. prices this offering of Securities, it will determine the economic terms of the Securities, includingthe level of the Step Return, such that for each Security the estimated value on the Trade Date will be no lower than the minimum leveldescribed in “Additional Information about Morgan Stanley, MSFL and the Securities” on page 2.

MS & Co. will conduct this offering in compliancewith the requirements of Rule 5121 of the Financial Industry Regulatory Authority, Inc. (“FINRA”), regarding a FINRA memberfirm’s distribution of the securities of an affiliate and related conflicts of interest.  MS & Co. or any of our otheraffiliates may not make sales in this offering to any discretionary account.

In order to facilitate the offering of the Securities,the agent may engage in transactions that stabilize, maintain or otherwise affect the price of the Securities.  Specifically,the agent may sell more Securities than it is obligated to purchase in connection with the offering, creating a naked short position inthe Securities, for its own account.  The agent must close out any naked short position by purchasing the Securities in theopen market.  A naked short position is more likely to be created if the agent is concerned that there may be downward pressureon the price of the Securities in the open market after pricing that could adversely affect investors who purchase in the offering.  Asan additional means of facilitating the offering, the agent may bid for, and purchase, the Securities or the constituent stocks of theUnderlying in the open market to stabilize the price of the Securities.  Any of these activities may raise or maintain the marketprice of the Securities above independent market levels or prevent or retard a decline in the market price of the Securities.  Theagent is not required to engage in these activities, and may end any of these activities at any time.  An affiliate of the agenthas entered into a hedging transaction with us in connection with this offering of Securities.  See “—Use of Proceedsand Hedging” above.

Form of Securities

The Securities will be issued in the form of oneor more fully registered global securities which will be deposited with, or on behalf of, the Depositary and will be registered in thename of a nominee of the Depositary.  The Depositary’s nominee will be the only registered holder of the Securities.  Yourbeneficial interest in the Securities will be evidenced solely by entries on the books of the securities intermediary acting on your behalfas a direct or indirect participant in the Depositary.  In this free writing prospectus, all references to payments or noticesto you will mean payments or notices to the Depositary, as the registered holder of the Securities, for distribution to participants inaccordance with the Depositary’s procedures.  For more information regarding the Depositary and book entry notes, pleaseread “Forms of Securities—The Depositary” and “Securities Offered on a Global Basis Through the Depositary”in the accompanying prospectus.