Form FWP MORGAN STANLEY Filed by: MORGAN STANLEY

§  If
the final share price is greater than the initial share price:
$10 + leveraged upside payment

In
no event will the payment at maturity exceed the maximum payment at maturity.

Under these
circumstances, the payment at maturity will be less than the stated principal amount of $10.

However,
under no circumstances will the Buffered PLUS pay less than $1.50 per Buffered PLUS at maturity. 

The Buffered PLUS offer investors an opportunity to capture enhanced returns for a certain range of positive performance relative to a direct investment in the underlying commodity shares, subject to the maximum payment at maturity.

The underlying commodity shares increase in price, and, at maturity, the Buffered PLUS redeem for the stated principal amount of $10 plus 300% of the share return, subject to the maximum payment at maturity of $15.20 per Buffered PLUS (152.00% of the stated principal amount).

The underlying commodity shares decline in price by no more than 15%, and, at maturity, the Buffered PLUS redeem for the stated principal amount of $10.

Postponement of

maturity date: 

The closing price on any trading day means:

(i)         if the underlying commodity shares (or any such other security) are listed on a national securities exchange (other than the Nasdaq),
the last reported sale price, regular way, of the principal trading session on such day on the principal national securities exchange
registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on which the underlying commodity
ETF shares (or any such other security) are listed,

(ii)        if the underlying commodity shares (or any such other security) are securities of Nasdaq, the official closing price published
by Nasdaq on such day, or

(iii)       
if the underlying commodity shares (or any such other security) are not listed on any national securities exchange but are
included in the OTC Bulletin Board Service (the “OTC Bulletin Board”) operated by the Financial Industry
Regulatory Authority, Inc. (“FINRA”), the last reported sale price of the principal trading session on the OTC
Bulletin Board on such day.

If the underlying commodity shares (or any such other security)
are listed on any national securities exchange but the last reported sale price or the official closing price published by Nasdaq,
as applicable, is not available pursuant to the preceding sentence, then the closing price for one underlying commodity share (or
one unit of any such other security) on any trading day will mean the last reported sale price of the principal trading session
on the over-the-counter market as reported on Nasdaq or the OTC Bulletin Board on such day. If a market disruption event (as defined
below) occurs with respect to the underlying commodity shares (or any such other security) or the last reported sale price or the
official closing price published by Nasdaq, as applicable, for the underlying commodity shares (or any such other security) is
not available pursuant to the two preceding sentences, then the closing price for any trading day will be the mean, as determined
by the calculation agent, of the bid prices for the underlying commodity shares (or any such other security) for such trading day
obtained from as many recognized dealers in such security, but not exceeding three, as will make such bid prices available to the
calculation agent. Bids of MS & Co. and its successors or any of its affiliates may be included in the calculation of such
mean, but only to the extent that any such bid is the highest of the bids obtained. If no bid prices are provided from any third
party dealers, the closing price will be determined by the calculation agent in its sole and absolute discretion (acting in good
faith) taking into account any information that it deems relevant. The term “OTC Bulletin Board Service” will include
any successor service thereto. See “Discontinuance of the underlying commodity shares; alteration of method of calculation”
below.

With respect to the underlying commodity shares, market disruption
event means:

(i)         the
occurrence of existence of any of:

a.    a suspension,
absence or material limitation of trading of the underlying commodity shares on the primary market for the underlying commodity
shares for more than two hours of trading or during the one-half hour period preceding the close of the principal trading session
in such market; or a breakdown or failure in the price and trade reporting systems of the primary market for the underlying commodity
shares as a result of which the reported trading prices for the underlying commodity shares during the last one-half hour preceding
the close of the principal trading session in such market are materially inaccurate; or the suspension, absence or material limitation
of trading on the primary market for trading in futures or options contracts related to the underlying commodity shares, if available,
during the one-half hour period preceding the close of the principal trading session in the applicable market; or

b.    a suspension,
material limitation or absence of trading on any major U.S. securities market for trading in futures or options contracts related
to the underlying commodity shares for more than two hours of trading or during the one-half hour period preceding the close of
the principal trading session on such market,

in each case as determined by the calculation agent
in its sole discretion, and

(ii)        a determination by the calculation agent in its sole discretion that any event described in clause (i) above materially interfered
with our ability or the ability of any of our affiliates to unwind or adjust all or a material portion of the hedge position with
respect to the securities.

For the purpose of determining whether a market disruption event
in respect of the underlying commodity shares has occurred: (1) a limitation on the hours or number of days of trading will not
constitute a market disruption event if it results from an announced change in the regular business hours of the market, (2) a
decision to permanently discontinue trading in the underlying commodity shares or in the relevant futures or options contract will
not constitute a market disruption event, (3) a suspension of trading in futures or options contracts on the underlying commodity
shares by the primary securities market trading in such contracts by reason of (a) a price change exceeding limits set by such
securities exchange or market, (b) an imbalance of orders relating to such contracts or (c) a disparity in bid and ask quotes relating
to such contracts will constitute a suspension, absence or material limitation of trading in futures or options contracts related
to the underlying commodity shares and (4) a “suspension, absence or material limitation of trading” on the primary
market on which futures or options contracts related to the underlying commodity shares are traded will not include any time when
such securities market is itself closed for trading under ordinary circumstances.

In the event that the maturity date is postponed due to postponement
of the valuation date, the issuer shall give notice of such postponement and, once it has been determined, of the date to which
the maturity date has been rescheduled (i) to each registered holder of the Buffered PLUS by mailing notice of such postponement
by first class mail, postage prepaid, to such registered holder’s last address as it shall appear 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 facsimile, confirmed by mailing
such notice to the depositary by first class mail, postage prepaid.  Any notice that is mailed to a registered holder of the
Buffered PLUS in the manner herein provided shall be conclusively presumed to have been duly given to such registered holder, whether
or 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 actual valuation date for determining
the final share price.

The issuer shall, or shall cause the calculation agent to, (i)
provide written notice to the trustee and to the depositary of the amount of cash to be delivered with respect to each stated principal
amount of the Buffered PLUS, on or prior to 10:30 a.m. (New York City time) on the business day preceding the maturity date, and
(ii) deliver the aggregate cash amount due with respect to the Buffered PLUS to the trustee for delivery to the depositary, as
holder of the Buffered PLUS, on the maturity date.

Although there is uncertainty
regarding the U.S. federal income tax consequences of an investment in the Buffered PLUS due to the lack of governing authority,
in the opinion of our counsel, Davis Polk & Wardwell LLP, under current law, and based on current market conditions, a Buffered
PLUS 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 document, it is subject
to the confirmation on the pricing date.

Assuming this treatment
of the Buffered PLUS is respected and subject to the discussion in “United States Federal Taxation” in the accompanying
prospectus supplement for PLUS, the following U.S. federal income tax consequences should result based on current law:

§
   A U.S. Holder should not be required to recognize taxable income over the term of the Buffered PLUS prior to settlement,
other than pursuant to a sale or exchange.

§  Upon
sale, exchange or settlement of the Buffered PLUS, a U.S. Holder should recognize gain or loss equal to the difference between
the amount realized and the U.S. Holder’s tax basis in the Buffered PLUS. Subject to the discussion below concerning the
potential application of the “constructive ownership” rule, such gain or loss should be long-term capital gain or loss
if the investor has held the Buffered PLUS for more than one year, and short-term capital gain or loss otherwise.

Because the
Buffered PLUS are linked to shares of an exchange-traded fund, although the matter is not clear, there is a substantial risk that
an investment in the Buffered PLUS will be treated as a “constructive ownership transaction” under Section 1260 of
the Internal Revenue Code of 1986, as amended (the “Code”). If this treatment applies, all or a portion of any long-term
capital gain of the U.S. Holder in respect of the Buffered PLUS could be recharacterized as ordinary income (in which case an interest
charge will be imposed). As a result of certain features of the Buffered PLUS, including the leveraged upside payment, it is unclear
how to calculate the amount of gain that would be recharacterized if an investment in the Buffered PLUS were treated as a constructive
ownership transaction. In addition, long-term capital gain that a U.S. Holder would otherwise recognize in respect of the Buffered
PLUS up to the amount of the “net underlying long-term capital gain” could, if the U.S. Holder is an individual or
other non-corporate investor, be subject to tax at the higher rates applicable to “collectibles” instead of the general
rates that apply to long-term capital gain. Due to the lack of governing authority, our counsel is unable to opine as to whether
or how Section 1260 of the Code applies to the Buffered PLUS. U.S. investors should read the section entitled “United States
Federal Taxation—Tax Consequences to U.S. Holders—Possible Application of Section 1260 of the Code” in the accompanying
prospectus supplement for PLUS for additional information and consult their tax advisers regarding the potential application of
the “constructive ownership” rule.

In 2007,
the U.S. Treasury Department and the Internal Revenue Service (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 income over the term of their investment. It also asks
for comments on a number of related topics, including the character of income or loss with respect to these instruments; whether
short-term instruments should be subject to any such accrual regime; the relevance of factors such as the exchange-traded status
of the instruments and the nature of the underlying property to which the instruments are linked; the degree, if any, to which
income (including any mandated accruals) realized by non-U.S. investors should be subject to withholding tax; and whether these
instruments are or should be subject to the “constructive ownership” rule, as discussed above. 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 tax consequences of an investment in the Buffered PLUS, possibly with
retroactive effect.

In addition,
Section 871(m) of the Code and Treasury regulations promulgated thereunder (“Section 871(m)”) generally impose a 30%
(or a lower applicable treaty rate) withholding tax on dividend equivalents paid or deemed paid to Non-U.S. Holders with respect
to certain financial instruments linked to U.S. equities or indices that include U.S. equities (each, an “Underlying Security”).
Subject to certain exceptions, Section 871(m) generally applies to securities that substantially replicate the economic performance
of one or more Underlying Securities, as determined based on tests set forth in the applicable Treasury regulations (a “Specified
Security”). However, pursuant to an IRS notice, Section 871(m) will not apply to securities issued before January 1, 2023
that do not have a delta of one with respect to any Underlying Security. Based on the terms of the Buffered PLUS and current market
conditions, we expect that the Buffered PLUS will not have a delta of one with respect to any Underlying Security on the pricing
date. However, we will provide an updated determination in the final pricing supplement. Assuming that the Buffered PLUS do not
have a delta of one with respect to any

Underlying
Security, our counsel is of the opinion that the Buffered PLUS should not be Specified Securities and, therefore, should not be
subject to Section 871(m).

Our determination
is not binding on the IRS, and the IRS 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, we will not be required to pay any additional amounts with respect to the amounts so withheld. You
should consult your tax adviser regarding the potential application of Section 871(m) to the Buffered PLUS.

Both U.S.
and non-U.S. investors considering an investment in the Buffered PLUS should read the discussion under “Risk Factors”
in this document and the discussion under “United States Federal Taxation” in the accompanying prospectus supplement
for PLUS and consult their tax advisers regarding all aspects of the U.S. federal income tax consequences of an investment in the
Buffered PLUS, including possible alternative treatments, the potential application of the constructive ownership rule, the issues
presented by the aforementioned notice and any tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

The discussion
in the preceding paragraphs under “Tax considerations” and the discussion contained in the section entitled “United
States Federal Taxation” in the accompanying prospectus supplement for PLUS, insofar as they purport to describe provisions
of U.S. federal income tax laws or legal conclusions with respect thereto, constitute the full opinion of Davis Polk & Wardwell
LLP regarding the material U.S. federal tax consequences of an investment in the Buffered PLUS.

The proceeds from the sale of the Buffered PLUS will be used
by us for general corporate purposes. We will receive, in aggregate, $10 per Buffered PLUS issued, because, when we enter into
hedging transactions in order to meet our obligations under the Buffered PLUS, our hedging counterparty will reimburse the cost
of the agent’s commissions. The costs of the Buffered PLUS borne by you and described on page 2 above comprise the agent’s
commissions and the cost of issuing, structuring and hedging the Buffered PLUS.

On or prior to the pricing date, we will hedge our anticipated
exposure in connection with the Buffered PLUS, by entering into hedging transactions with our affiliates and/or third-party dealers.
We expect our hedging counterparties to take positions in underlying commodity shares, futures and options contracts on the underlying
commodity shares, or positions in any other available securities or instruments that they may wish to use in connection with such
hedging. Such purchase activity could potentially increase the price of the underlying commodity shares on the pricing date, and,
therefore, could increase the price at or above which the underlying commodity shares must close on the valuation date so that
investors do not suffer a loss on their initial investment in the Buffered PLUS. In addition, through our affiliates, we are likely
to modify our hedge position throughout the term of the Buffered PLUS, including on the valuation date, by purchasing and selling
the underlying commodity shares, futures or options contracts on the underlying commodity shares or positions in any other available
securities or instruments that we may wish to use in connection with such hedging activities. As a result, these entities may be
unwinding or adjusting hedge positions during the term of the Buffered PLUS, and the hedging strategy may involve greater and more
frequent dynamic adjustments to the hedge as the valuation date approaches. We cannot give any assurance that our hedging activities
will not affect the value of the underlying commodity shares, and, therefore, adversely affect the value of the Buffered PLUS or
the payment you will receive at maturity. For further information on our use of proceeds and hedging, see “Use of Proceeds
and Hedging” in the accompanying prospectus supplement for PLUS.

Each fiduciary of a pension, profit-sharing or other employee
benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”),
should consider the fiduciary standards of ERISA in the context of the Plan’s particular circumstances before authorizing
an investment in the Buffered PLUS. Accordingly, among other factors, the fiduciary should consider whether the investment would
satisfy the prudence and diversification requirements of ERISA and would be consistent with the documents and instruments governing
the Plan.

In addition, we and certain of our affiliates, including MS &
Co., may each be considered a “party in interest” within the meaning of ERISA, or a “disqualified person”
within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”), with respect to many Plans, as well
as many individual retirement accounts and Keogh plans (such accounts and plans, together with other plans, accounts and arrangements
subject to Section 4975 of the Code, also “Plans”). ERISA Section 406 and Section 4975 of the Code generally prohibit
transactions between Plans and parties in interest or disqualified persons. Prohibited transactions within the meaning of ERISA
or the Code would likely arise, for example, if the Buffered PLUS are acquired by or with the assets of a Plan with respect to
which MS & Co. or any of its affiliates is a service provider or other party in interest, unless the Buffered PLUS are acquired
pursuant to an exemption from the “prohibited transaction” rules. A violation of these “prohibited transaction”
rules could result in an excise tax or other liabilities under ERISA and/or Section 4975 of the Code for those persons, unless
exemptive relief is available under an applicable statutory or administrative exemption.

The U.S. Department of Labor has issued five prohibited transaction
class exemptions (“PTCEs”) that may provide exemptive relief for direct or indirect prohibited transactions resulting
from the purchase or

holding of the Buffered PLUS. Those class exemptions are PTCE
96-23 (for certain transactions determined by in-house asset managers), PTCE 95-60 (for certain transactions involving insurance
company general accounts), PTCE 91-38 (for certain transactions involving bank collective investment funds), PTCE 90-1 (for certain
transactions involving insurance company separate accounts) and PTCE 84-14 (for certain transactions determined by independent
qualified professional asset managers). In addition, ERISA Section 408(b)(17) and Section 4975(d)(20) of the Code provide an exemption
for the purchase and sale of securities and the related lending transactions, provided that neither the issuer of the securities
nor any of its affiliates has or exercises any discretionary authority or control or renders any investment advice with respect
to the assets of the Plan involved in the transaction and provided further that the Plan pays no more, and receives no less, than
“adequate consideration” in connection with the transaction (the so-called “service provider” exemption).
There can be no assurance that any of these class or statutory exemptions will be available with respect to transactions involving
the Buffered PLUS.

Because we may be considered a party in interest with respect
to many Plans, the Buffered PLUS may not be purchased, held or disposed of by any Plan, any entity whose underlying assets include
“plan assets” by reason of any Plan’s investment in the entity (a “Plan Asset Entity”) or any person
investing “plan assets” of any Plan, unless such purchase, holding or disposition is eligible for exemptive relief,
including relief available under PTCEs 96-23, 95-60, 91-38, 90-1, 84-14 or the service provider exemption or such purchase, holding
or disposition is otherwise not prohibited. Any purchaser, including any fiduciary purchasing on behalf of a Plan, transferee or
holder of the Buffered PLUS will be deemed to have represented, in its corporate and its fiduciary capacity, by its purchase and
holding of the Buffered PLUS that either (a) it is not a Plan or a Plan Asset Entity and is not purchasing such Buffered PLUS on
behalf of or with “plan assets” of any Plan or with any assets of a governmental, non-U.S. or church plan that is subject
to any federal, state, local or non-U.S. law that is substantially similar to the provisions of Section 406 of ERISA or Section
4975 of the Code (“Similar Law”) or (b) its purchase, holding and disposition of these Buffered PLUS will not constitute
or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or violate any Similar
Law.

Due to the complexity of these rules and the penalties that may
be imposed upon persons involved in non-exempt prohibited transactions, it is particularly important that fiduciaries or other
persons considering purchasing the Buffered PLUS on behalf of or with “plan assets” of any Plan consult with their
counsel regarding the availability of exemptive relief.

The Buffered PLUS are contractual financial instruments. The
financial exposure provided by the Buffered PLUS is not a substitute or proxy for, and is not intended as a substitute or proxy
for, individualized investment management or advice for the benefit of any purchaser or holder of the Buffered PLUS. The Buffered
PLUS have not been designed and will not be administered in a manner intended to reflect the individualized needs and objectives
of any purchaser or holder of the Buffered PLUS.

Each purchaser or holder of any Buffered PLUS acknowledges and
agrees that:

(i)   the
purchaser or holder or its fiduciary has made and shall make all investment decisions for the purchaser or holder and the purchaser
or holder has not relied and shall not rely in any way upon us or our affiliates to act as a fiduciary or adviser of the purchaser
or holder with respect to (A) the design and terms of the Buffered PLUS, (B) the purchaser or holder’s investment in the
Buffered PLUS, or (C) the exercise of or failure to exercise any rights we have under or with respect to the Buffered PLUS;

(ii)  we
and our affiliates have acted and will act solely for our own account in connection with (A) all transactions relating to the Buffered
PLUS and (B) all hedging transactions in connection with our obligations under the Buffered PLUS;

(iii)  any
and all assets and positions relating to hedging transactions by us or our affiliates are assets and positions of those entities
and are not assets and positions held for the benefit of the purchaser or holder;

(iv)  our
interests are adverse to the interests of the purchaser or holder; and

(v)   neither
we nor any of our affiliates is a fiduciary or adviser of the purchaser or holder in connection with any such assets, positions
or transactions, and any information that we or any of our affiliates may provide is not intended to be impartial investment advice.

Each purchaser and holder of the Buffered PLUS has exclusive
responsibility for ensuring that its purchase, holding and disposition of the Buffered PLUS do not violate the prohibited transaction
rules of ERISA or the Code or any Similar Law. The sale of any Buffered PLUS to any Plan or plan subject to Similar Law is in no
respect a representation by us or any of our affiliates or representatives that such an investment meets all relevant legal requirements
with respect to investments by plans generally or any particular plan, or that such an investment is appropriate for plans generally
or any particular plan. In this regard, neither this discussion nor anything provided in this document is or is intended to be
investment advice directed at any potential Plan purchaser or at Plan purchasers generally and such purchasers of the Buffered
PLUS should consult and rely on their own counsel and advisers as to whether an investment in the Buffered PLUS is appropriate.

However, individual retirement accounts, individual retirement
annuities and Keogh plans, as well as

The agent may distribute the Buffered PLUS through Morgan Stanley
Smith Barney LLC (“Morgan Stanley Wealth Management”), as selected dealer, or other dealers, which may include Morgan
Stanley & Co. International plc (“MSIP”) and Bank Morgan Stanley AG. Morgan Stanley Wealth Management, MSIP and
Bank Morgan Stanley AG are affiliates of ours. Selected dealers, including Morgan Stanley Wealth Management, and their financial
advisors will collectively receive from the agent, Morgan Stanley & Co. LLC, a fixed sales commission of $0.25 for each Buffered
PLUS they sell. In addition, Morgan Stanley Wealth Management will receive a structuring fee of $0.05 for each Buffered PLUS.

MS & Co. is an affiliate of MSFL and a wholly owned subsidiary
of Morgan Stanley, and it and other affiliates of ours expect to make a profit by selling, structuring and, when applicable, hedging
the Buffered PLUS. When MS & Co. prices this offering of Buffered PLUS, it will determine the economic terms of the Buffered
PLUS such that for each Buffered PLUS the estimated value on the pricing date will be no lower than the minimum level described
in “Investment Summary” on page 2.

MS & Co. will conduct this offering in compliance with the
requirements of FINRA Rule 5121 of the Financial Industry Regulatory Authority, Inc., which is commonly referred to as FINRA, regarding
a FINRA member firm’s distribution of the securities of an affiliate and related conflicts of interest. MS & Co. or any
of our other affiliates may not make sales in this offering to any discretionary account. See “Plan of Distribution (Conflicts
of Interest)” and “Use of Proceeds and Hedging” in the accompanying prospectus supplement for PLUS.

Morgan Stanley and MSFL have filed a registration statement (including
a prospectus, as supplemented by the prospectus supplement for PLUS) with the Securities and Exchange Commission, or SEC, for the
offering to which this communication relates. You should read the prospectus in that registration statement, the prospectus supplement
for PLUS and any other documents relating to this offering that Morgan Stanley and MSFL have filed with the SEC for more complete
information about Morgan Stanley, MSFL and this offering. You may get these documents without cost by visiting EDGAR on the SEC
web site at.www.sec.gov. Alternatively, Morgan Stanley, MSFL, any underwriter or any dealer participating
in the offering will arrange to send you the prospectus supplement for PLUS and prospectus if you so request by calling toll-free
800-584-6837.

You may access these documents on the SEC web site at.www.sec.gov.as
follows:

Prospectus Supplement for PLUS dated November 16, 2017

Prospectus dated November 16, 2017

Terms used but not defined in this document are defined in the
prospectus supplement for PLUS or in the prospectus.

“Performance Leveraged Upside Securities^SM”
and “PLUS^SM” are our service marks.