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«BASE PROSPECTUS (Basisprospekt) MORGAN STANLEY BANK AG (incorporated as a stock corporation (Aktiengesellschaft) in the Federal Republic of Germany) ...»

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BASE PROSPECTUS

(Basisprospekt)

MORGAN STANLEY BANK AG

(incorporated as a stock corporation (Aktiengesellschaft) in the Federal Republic of Germany)

MORGAN STANLEY & CO. INTERNATIONAL PLC

(incorporated with limited liability in England and Wales) MORGAN STANLEY B.V.

(incorporated with limited liability in The Netherlands) and

MORGAN STANLEY

(incorporated under the laws of the State of Delaware in the United States of America) as Guarantor for any issues of Securities by Morgan Stanley B.V.

Euro 2,000,000,000 German Structured Securities Programme (Programme for the Issuance of Notes, Certificates and Warrants) This document constitutes a base prospectus (the "Base Prospectus") for the purpose of article 5.4 of the Directive 2003/71/EC, as amended from time to time. Under the Euro 2,000,000,000 German Structured Securities Programme (the "Programme") Morgan Stanley Bank AG ("Morgan Stanley Bank"), Morgan Stanley & Co. International plc ("MSI plc") and Morgan Stanley B.V. ("MSBV" and Morgan Stanley Bank, MSI plc and MSBV each an "Issuer" and together, the "Issuers") may, from time to time, issue securities in bearer form or, in case of securities governed by Swiss law, alternatively in dematerialized form (uncertificated securities, Wertrechte) (the "Securities"). In the context of the issue of Securities under this Programme, Securities will be issued in form of notes in bearer or, if governed by Swiss law, alternatively in dematerialized form (the "Notes"), certificates in bearer or, if governed by Swiss law, alternatively in dematerialized form (the "Certificates") and warrants in bearer or, if governed by Swiss law, alternatively in dematerialized form (the "Warrants"), whereby Certificates issued under German law are debt securities (Schuldverschreibungen) in the meaning of § 793 German Civil Code. In connection with the issue of Securities, all references in this Base Prospectus to "Securities" shall be regarded as reference to "Notes", "Certificates" or "Warrants", as the case may be, and as the context requires, and all references to a a holder of Securities (each a "Securityholder" and, together, the "Securityholders") shall be regarded as reference to a holder of Notes (each a "Noteholder" and, together, the "Noteholders"), a holder of Certificates (each a "Certificateholder" and, together, the "Certificateholders") or a holder of Warrants (each a "Warrant Holder" and, together, the "Warrant Holders"), as the case may be, and as the context requires. Securities issued by MSBV will benefit from a guarantee dated 30 September 2010 (the "Guarantee") by Morgan Stanley ("Morgan Stanley" or the "Guarantor"). The aggregate principal amount of Securities outstanding will not at any time exceed Euro 2,000,000,000 (or the equivalent in other currencies).

In relation to Securities issued under this Programme, application (i) has been made to the Commission de Surveillance du Secteur Financier ("CSSF") as competent authority (the "Competent Authority") for its approval of this Base Prospectus and (ii) will be made to the Frankfurt Stock Exchange and/or the Baden-Württemberg Stock Exchange in Stuttgart and/or the Luxembourg Stock Exchange for such Securities to be admitted to trading, either (i) on the regulated market (regulierter Markt), or (ii) on the unregulated market (unregulierter Markt) of the Frankfurt Stock Exchange (Scoach Premium) and/or the Baden-Württemberg Stock Exchange in Stuttgart (Euwax) and/or the Luxembourg Stock Exchange (Bourse de Luxembourg), as the case may be, and/or (b) (with the exception of Morgan Stanley Bank) to SIX Swiss Exchange ("SIX") for such Securities to be listed at SIX and to be admitted to trading, as applicable, either (x) in the Main Segment (Hauptsegment) of SIX, (y) on the platform of Scoach Switzerland Ltd ("Scoach") or (z) at the Eurex Exchange ("EUREX"). In addition to the Frankfurt Stock Exchange and the Baden-Württemberg Stock Exchange in Stuttgart, the Official List of the Luxembourg Stock Exchange and SIX/Scoach/EUREX, Securities may be listed on further stock exchanges or may not be listed on any segment of any stock exchange or may not be admitted to trading on any unregulated market (e.g., a Freiverkehr) of any stock exchange, as may be agreed between the Issuer and the relevant Manager(s) (as defined below) in relation to such issue of Notes. Pursuant to Art. 7(7) of the loi relative aux prospectus pour valeurs mobilières (the Luxembourg law on prospectuses for securities), the CSSF assumes no responsibility as to the economic and financial soundness of any transaction under the Programme and the quality or solvency of the respective Issuer. The Issuer has applied for a notification of this Base Prospectus into the Federal Republic of Germany ("Germany"), the Republic of Austria ("Austria") and the Repubic of Italy ("Italy").

The Securities and, in certain cases, the underlying securities (if any) to be delivered when Securities are redeemed, have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"). Trading in the Securities has not been approved by the U.S. Commodity Futures Trading Commission under the U.S. Commodity Exchange Act of 1936, as amended (the "Commodity Exchange Act") or by the U.S. Securities Exchange Commission (the "SEC"). The Securities in bearer form may not be offered, sold or delivered, at any time, within the United States or to, or for the account or benefit of, U.S. persons.





The Securities covered hereunder do not constitute collective investment schemes in the meaning of the Swiss Collective Investment Scheme Act ("CISA") and are not subject to an authorisation by the Swiss Financial Market Supervisory Authority FINMA.

Accordingly, Securityholders do not benefit from protection under the CISA or supervision by the FINMA.

Potential investors in Securities are explicitly reminded that an investment in the Securities entails financial risks which if occured may lead to a decline in the value of the Securities. Potential investors in Securities should be prepared to sustain a total loss of their investment in the Securities. Potential investors in capital protected Securities should note that capital protected Securities are still subject to the general insolvency risk of the Issuer (and the Guarantor in case of Securities issued by MSBV) and investors may receive less than the protected amount if the Securities are sold or redeemed prior to their maturity. Potential investors in Securities are, therefore, advised to study the full contents of this Base Prospectus (see "Risk Factors").

–  –  –

The Securities are senior unsecured obligations of Morgan Stanley Bank AG, Morgan Stanley & Co.

International plc or Morgan Stanley B.V. (whereby Securities issued by Morgan Stanley B.V. are guaranteed by Morgan Stanley), and all payments on the Securities, including the repayment of principal if any, are subject to the credit risk of the relevant Issuer and the Guarantor (in case of Securities issued by Morgan Stanley B.V.).

The Securities are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.

–  –  –

The information in this section "Summary of the Base Prospectus of the Programme" includes a summary

of each of the following parts of this Base Prospectus:

A. the "Risk Factors" (Part B. I (English version) and Part B. II (German version) of this Base Prospectus);

B. the "Terms and Conditions of the Securities and Related Information" (Part E of this Base Prospectus);

C. the "Description of Morgan Stanley Bank AG" (Part H. I of this Base Prospectus);

D. the "Description of Morgan Stanley & Co. International plc" (Part H. II of this Base Prospectus) E. the "Description of Morgan Stanley B.V." (Part H. III of this Base Prospectus); and F. the "Description of Morgan Stanley" (Part H. IV of this Base Prospectus).

The following summary is a summary of the Base Prospectus of the Programme and is taken from the remainder of the Base Prospectus. Words and expressions defined in other Parts of this Base Prospectus and not otherwise defined in this "Summary of the Base Prospectus of the Programme" shall have the same meanings in this Part of the Base Prospectus.

The information in this section "Summary of the Base Prospectus of the Programme" should be read and construed as an introduction to the Base Prospectus.

Prospective purchasers of Securities should base any decision to invest in Securities not only on the following information but on all other information in this Base Prospectus irrespective of whether it is set out in, or incorporated into, this Base Prospectus by reference.

With regard to Notes or Certificates to be listed on SeDeX market of Borsa Italiana S.p.A. (the "Italian Certificates"), all references to "Notes" or "Certificates" in this Base Prospectus shall be regarded as references to "Italian Certificates" and all references to Noteholder(s) shall be regarded as reference to Certificateholder(s).

With regard to Notes or Certificates to be listed on MOT market of Borsa Italiana S.p.A. (the "Italian Bonds"), all references to "Notes" or "Certificates" in this Base Prospectus shall be regarded as references to "Italian Bonds" and all references to Noteholder(s) shall be regarded as references to Bondholder(s).

Any judicial proceedings in the Federal Republic of Germany ("Germany") are subject to German Civil Procedural Law (Zivilprozessrecht) as applied by German courts, which, inter alia and without limitation, might require the translation of foreign language documents into the German language, do not provide for discovery and might apportion the costs between the parties different from other jurisdictions and otherwise than as contemplated in any document pertaining to the Programme. Accordingly, where a claim relating to the information contained in a securities prospectus such as this Base Prospectus is brought before a German court or the court of any other Member State of the European Economic Area (each an "EEA State"), the plaintiff might, under German law as well as under the national legislation of any other relevant EEA State, have to bear the costs of translating, to the extent necessary, this Base Prospectus into German and/or any other relevant language, as the case may be, before legal proceedings are initiated.

Any judicial proceedings within the Swiss Confederation ("Switzerland") are subject to the Swiss Civil Procedural Law (Schweizerische Zivilprozessordnung) as applied by Swiss courts which, inter alia, and without limitation, might require the translation of foreign language documents into one of the Swiss official languages (German, French, Italian), might not provide for discovery and might apportion the costs between the parties different from other jurisdictions and otherwise than as contemplated in any document pertaining to the Programme. Accordingly, where a claim relating to the information contained in a securities prospectus such as this Base Prospectus is brought before a court in Switzerland, the plaintiff might under the Swiss Civil Procedural Law have to bear the costs of translating, to the extent necessary, this Base Prospectus into the relevant Swiss official language, as the case may be, before legal proceedings are initiated.

Each of the Issuers and the Guarantor, and any person who has initiated or caused the translation of this summary, assumes liability for the contents of this section "Summary of the Base Prospectus of the Programme", including any translation thereof, but only to the extent that this summary is misleading, inaccurate or inconsistent when read together with the other parts of, or other information incorporated into, this Base Prospectus.

A. Summary of the "Risk Factors"

An investment in the Securities involves certain risks relating to the relevant Issuer, the Guarantor (in case of an issue of Securities by MSBV) and the relevant Tranche of Securities. While all of these risk factors are contingencies which may or may not occur, potential investors should be aware that the risks involved with investing in the Securities may (i) affect the ability of the relevant Issuer to fulfil its obligations under Securities issued under the Programme and, in case of an issue of Securities by MSBV, of the Guarantor to fulfil its obligations under the Guarantee, and/or (ii) lead to a volatility and/or decrease in the market value of the relevant Tranche of Securities whereby the market value falls short of the expectations (financial or otherwise) of a Securityholder upon making an investment in such Securities.

Potential investors in Securities are explicitly reminded that an investment in the Securities entails financial risks which if occured may lead to a decline in the value of the Securities. Potential investors in Securities should be prepared to sustain a total loss of their investment in the Securities.

Potential investors in capital protected Securities should note that capital protected Securities are still subject to the general insolvency risk of the Issuer (or the Guarantor in the case of an issue of Securities by MSBV) and investors may receive less than the protected amount if the Securities are sold or redeemed prior to their maturity.

Potential investors should consider two main categories of risks, I. "Risks Relating to the Securities" which include 1. "General Risks relating to the Securities"; 2. "General Risk Factors relating to Changes in Market Conditions"; and 3. "Risks relating to specific Product Categories", and II. "Risks Relating to the

Issuers and the Guarantor", a summary of which is set out below:

I. Risks Relating to the Securities



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