Trigger
Jump Securities Based on the
Value of the Worst Performing of the NASDAQ100
Index®,
the Russell 2000®
Index and the Dow Jones
Industrial AverageSM
due December 30,
2027
Fully and Unconditionally
Guaranteed by Morgan Stanley
Principal at Risk
Securities
The Trigger Jump Securities,
which we refer to as the securities, are unsecured obligations of
Morgan Stanley Finance LLC (“MSFL”) and are fully and
unconditionally guaranteed by Morgan Stanley. The securities will
pay no interest, do not guarantee any return of principal at
maturity and have the terms described in the accompanying product
supplement for Jump Securities, index supplement and prospectus, as
supplemented and modified by this document. If the final index
value of
each
underlying index
is greater than or equal
to
its respective initial index
value, you will receive for each security that you hold at maturity
a minimum of $580 to $630 (to be determined on the pricing date)
per security, in addition to the stated principal amount. If the
worst performing underlying index appreciates by more than 58% to
63% (to be determined on the pricing date) over the term of the
securities, you will receive for each security that you hold at
maturity the stated principal amount
plus
an amount based on the
percentage increase of such worst performing underlying index. If
the final index value of
any
underlying index is less than
its respective initial index value but the final index value
of
each
underlying index is greater
than or equal to its respective
downside threshold value,
investors will receive the stated principal amount of their
investment. However, if the final index value of
any
underlying index
is less
than
60% of its respective initial
index value, which we refer to as the respective downside threshold
value,
the payment at maturity will
be significantly less than the stated principal amount of the
securities by an amount that is proportionate to the percentage
decrease in the final index value of the worst performing
underlying from its respective initial index value. Under these
circumstances, the payment at maturity will be less than $630 per
security and could be zero.
Accordingly, you could lose
your entire initial investment in the securities.
Because the payment at
maturity on the securities is based on the worst performing of the
underlying indices, a decline in
any
final index value below 60% of
its respective initial index value will result in a significant
loss on your investment, even if the other underlying indices have
appreciated or have not declined as much. These longdated
securities are for investors who seek an equity indexbased return
and who are willing to risk their principal, risk exposure to the
worst performing of three underlying indices and forgo current
income in exchange for the upside payment feature that applies only
if the final index value of
each
underlying index
is
greater than or
equal
to its respective initial
index value. The securities are notes issued as part of MSFL’s
Series A Global MediumTerm Notes Program.
All payments are subject to
our credit risk. If we default on our obligations, you could lose
some or all of your investment. These securities are not secured
obligations and you will not have any security interest in, or
otherwise have any access to, any underlying reference asset or
assets.




SUMMARY
TERMS

Issuer:

Morgan Stanley Finance
LLC

Guarantor:

Morgan Stanley

Issue price:

$1,000 per security

Stated principal
amount:

$1,000 per security

Pricing
date:

December 27, 2022

Original issue
date:

December 30, 2022 (3 business days after
the pricing date)

Maturity
date:

December 30, 2027

Aggregate principal
amount:

$

Interest:

None

Underlying
indices:

The NASDAQ100
Index®
(the “NDX Index”), the Russell
2000®
Index (the “RTY Index”) and the Dow Jones
Industrial AverageSM
(the “INDU Index”)

Payment at
maturity:

●If
the final index value of
each
underlying index is
greater
than or equal to
its respective initial index
value:
$1,000 + the greater of (i) $1,000 × the
index percent change of the worst performing underlying index and
(ii) the upside payment
●If
the final index value of
any underlying index is
less than
its respective initial index value but the
final index value of
each
underlying index is
greater than or equal
to its respective downside threshold
value:
$1,000
●If
the final index value of
any underlying index is
less than
its respective downside threshold value,
meaning the value of
any underlying index has declined by more than
40% from its respective initial index value to its respective final
index value:
$1,000 × index performance factor of the
worst performing underlying index
Under these circumstances, the
payment at maturity will be significantly less than the stated
principal amount of $1,000, and will represent a loss of more than
40%, and possibly all, of your investment.

Upside
payment:

$580 to $630
per security (58% to 63% of the stated
principal amount). The actual upside payment will be set on the
pricing date.

Index percent
change:

With respect to each
underlying index, (final index value – initial index value) /
initial index value

Index performance
factor:

With respect to each underlying index,
final index value / initial index value

Worst performing underlying
index:

The underlying index that has declined the
most, meaning that it has the least index performance
factor

Initial index
value:

With respect to the NDX Index, , which is
the index closing value of such index on the pricing
date
With respect to the RTY Index, , which is
the index closing value of such index on the pricing
date
With respect to the INDU Index, , which is
the index closing value of such index on the pricing
date

Downside threshold
value:

With respect to the NDX Index, , which is
60% of the initial index value for such index
With respect to the RTY Index, , which is
60% of the initial index value for such index
With respect to the INDU Index, , which is
60% of the initial index value for such index

Final index
value:

With respect to each underlying index, the
index closing value of such index on the valuation
date

Valuation
date:

December 27, 2027, subject to postponement
for nonindex business days and certain market disruption
events

CUSIP /
ISIN:

61774H3X4 / US61774H3X42

Listing:

The securities will not be listed on any
securities exchange.

Agent:

Morgan Stanley & Co. LLC (“MS &
Co.”), an affiliate of MSFL and a wholly owned subsidiary of Morgan
Stanley. See “Supplemental information regarding plan of
distribution; conflicts of interest.”

Estimated value on the pricing
date:

Approximately $906.90 per security, or
within $55.00 of that estimate. See “Investment Summary” on page
2.

Commissions and issue
price:

Price to
public

Agent’s
commissions(1)

Proceeds to
us(2)

Per security

$1,000

$

$

Total

$

$

$

(1)Selected
dealers and their financial advisors will collectively receive from
the agent, Morgan Stanley & Co. LLC, a fixed sales commission
of $ for each security they sell. See “Supplemental information
regarding plan of distribution; conflicts of interest.” For
additional information, see “Plan of Distribution (Conflicts of
Interest)” in the accompanying product supplement for Jump
Securities.
(2)See
“Use of proceeds and hedging” on page 21.
The securities involve risks
not associated with an investment in ordinary debt securities. See
“Risk Factors” beginning on page 8.
The Securities and Exchange
Commission and state securities regulators have not approved or
disapproved these securities, or determined if this document or the
accompanying product supplement, index supplement and prospectus is
truthful or complete. Any representation to the contrary is a
criminal offense.
The securities are not
deposits or savings accounts and are not insured by the Federal
Deposit Insurance Corporation or any other governmental agency or
instrumentality, nor are they obligations of, or guaranteed by, a
bank.
You should read this document
together with the related product supplement, index supplement and
prospectus, each of which can be accessed via the hyperlinks below.
Please also see “Additional Terms of the Securities” and
“Additional Information About the Securities” at the end of this
document.
References to “we,” “us” and
“our” refer to Morgan Stanley or MSFL, or Morgan Stanley and MSFL
collectively, as the context requires.
Product Supplement for Jump
Securities dated November 16,
2020 Index
Supplement dated November 16, 2020
Prospectus dated
November 16,
2020