Morgan Stanley Finance LLC

Free
Writing Prospectus to Preliminary Terms No. 320
Registration
Statement Nos. 333221595; 33322159501
Dated
March 13, 2018
Filed
pursuant to Rule 433

Structured
Investments
Enhanced Trigger Jump Securities Based on
the Value of the Worst Performing of the S&P 500
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Index and the Russell 2000
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}
Index due March
30, 2023
This document provides a summary of the terms of the securities
offered by Morgan Stanley Finance LLC. Investors should review carefully the accompanying preliminary terms, product supplement,
index supplement and prospectus prior to making an investment decision.
SUMMARY TERMS

Issuer:

Morgan Stanley Finance LLC (“MSFL”)

Guarantor:

Morgan Stanley

Stated principal amount:

$1,000 per security

Pricing date:

March 26, 2018

Original issue date:

March 29, 2018 (3 business days after the pricing date)

Maturity date:

March 30, 2023

Underlying indices:

The S&P 500
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Index (the “SPX Index”) and the Russell 2000
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Index (the “RTY Index”). For more information about the underlying indices, see the accompanying preliminary terms.

Payment at maturity:

·
If
the final index value of
each
underlying index is
greater than or equal to
its respective downside threshold value:
$1,000 + the
greater of
(i) $1,000 x the index
percent change of the worst performing underlying index and (ii) the upside payment
·
If
the final index value of
either
underlying index is
less than
its respective downside threshold value, meaning the
value of
either
underlying index has declined by more than 30% 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 30%,
and possibly all, of your investment.

Upside payment:

At least $250 per security (25% of the stated principal amount). The actual upside payment will be determined 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 with the lesser index performance factor

Initial index value:

With respect to the SPX Index, the index closing value of such
index on the pricing date
With respect to the RTY Index, the index closing value
of such index on the pricing date

Downside threshold value:

With respect to the SPX Index, 70% of the initial index value
for such index
With respect to the RTY Index, 70% 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:

March 27, 2023, subject to postponement for nonindex business days and certain market disruption events

CUSIP / ISIN:

61768CG43 / US61768CG431

Listing:

The securities will not be listed on any securities exchange.

Agent:

Morgan Stanley & Co. LLC, an affiliate of MSFL and a wholly owned subsidiary of Morgan Stanley. See “Supplemental information regarding plan of distribution; conflicts of interest” in the accompanying preliminary terms. The agent commissions will be as set forth in the final pricing supplement.

Estimated value on the pricing date:

Approximately $937.20 per security, or within $30.00 of that estimate. See “Investment Summary” in the accompanying preliminary terms.

Overview
The Enhanced Trigger Jump Securities, which we refer to as the
securities, are unsecured obligations of 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 preliminary
terms, product supplement for Jump Securities, index supplement and prospectus. If the final index value of each underlying index
is greater than or equal to 70% of its respective initial index value, which we refer to as the respective downside threshold value,
you will receive for each security that you hold at maturity a minimum of at least $250 per security (to be determined on the pricing
date) in addition to the stated principal amount. If the worst performing underlying index appreciates by more than at least 25%
(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. However,
if the final index value of either underlying index is less than its 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 initial index value. Under these circumstances, the
payment at maturity will be less than $700 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 either final index value below 70% of its respective initial index value will result in a significant loss on your
investment, even if the other underlying index has appreciated or has 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 two 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 downside threshold 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.
Investing in the securities involves risks. See “Selected
Risks” on the following page and “Risk Factors” in the accompanying preliminary terms.
You should read this document together with the accompanying
preliminary terms, product supplement, index supplement and prospectus describing the offering before you decide to invest. You
may access the preliminary terms through the below link:
https://www.sec.gov/Archives/edgar/data/895421/000095010318002693/dp87450_fwpps320.htm

The issuer has filed a registration statement (including a prospectus)
with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that
registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and
this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively,
the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request
it by calling tollfree 18005846837.
Risk Considerations
The risks set forth below are discussed in more detail in the
“Risk Factors” section in the accompanying preliminary terms. Please review those risk factors carefully prior to making
an investment decision.

·

The securities do not pay interest or guarantee
the return of any principal.


·

You are exposed to the price risk of both
underlying indices.


·

Because the securities are linked to the performance
of the worst performing underlying index, you are exposed to greater risk of sustaining a significant loss on your investment than
if the securities were linked to just one underlying index.


·

The amount payable on the securities is not
linked to the values of the underlying indices at any time other than the valuation date.


·

The securities will not be listed on any securities
exchange and secondary trading may be limited.


·

The market price of the securities may be
influenced by many unpredictable factors.


·

The securities are subject to our credit risk,
and any actual or anticipated changes to our credit ratings or credit spreads may adversely affect the market value of the securities.


·

As a finance subsidiary, MSFL has no independent
operations and will have no independent assets.


·

The rate we are willing to pay for securities
of this type, maturity and issuance size is likely to be lower than the rate implied by our secondary market credit spreads and
advantageous to us. Both the lower rate and the inclusion of costs associated with issuing, selling, structuring and hedging the
securities in the original issue price reduce the economic terms of the securities, cause the estimated value of the securities
to be less than the original issue price and will adversely affect secondary market prices.


·

The estimated value of the securities is determined
by reference to our pricing and valuation models, which may differ from those of other dealers and is not a maximum or minimum
secondary market price.


·

The securities are linked to the Russell 2000
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Index and are subject to risks associated with smallcapitalization companies.


·

Investing in the securities is not equivalent
to investing in the underlying indices.


·

Adjustments to the underlying indices could
adversely affect the value of the securities.


·

The calculation agent, which is a subsidiary
of Morgan Stanley and an affiliate of MSFL, will make determinations with respect to the securities.


·

Hedging and trading activity by our affiliates
could potentially adversely affect the value of the securities.


·

The U.S. federal income tax consequences of
an investment in the securities are uncertain.

Tax Considerations
You should review carefully the discussion in the accompanying
preliminary terms under the caption “Additional Information About the Securities– Tax considerations” concerning
the U.S. federal income tax consequences of an investment in the securities. However, you should consult your tax adviser regarding
all aspects of the U.S. federal income tax consequences of an investment in the securities, as well as any tax consequences arising
under the laws of any state, local or nonU.S. taxing jurisdiction.
Hypothetical Examples
The following hypothetical examples illustrate how to calculate
the payment at maturity on the securities. The following examples are for illustrative purposes only. The payment at maturity on
the securities is subject to our credit risk. The below examples are based on the following terms. The actual initial index values
and downside threshold values will be determined on the pricing date.
Stated Principal Amount:

$1,000 per security

Hypothetical Initial Index Value:

With respect to the SPX Index: 2,200
With respect to the RTY Index: 1,400

Hypothetical Downside Threshold Value:

With respect to the SPX Index: 1,540, which is 70% of
its hypothetical initial index value
With respect to the RTY Index: 980, which is 70% of
its hypothetical initial index value

Hypothetical Upside Payment:

$250 (25% of the stated principal amount)

Interest:

None

EXAMPLE 1
: Both underlying indices appreciate substantially,
and investors therefore receive the stated principal amount
plus
$1,000
times
the index percent change of the worst
performing underlying index.
Final index value


SPX Index: 2,860




RTY Index: 1,960

Index performance factor


SPX Index: 2,860 / 2,200 = 130%
RTY Index: 1,960 / 1,400 = 140%

Index percent change


SPX Index: (2,860 – 2,200) / 2,200 = 30%
RTY Index: (1,960 – 1,400) / 1,400 = 40%

Payment at maturity

=

$1,000 + ($1,000 x the index percent change of the worst performing underlying index)


=

$1,000 + $300


=

$1,300

In example 1, the final index value for the SPX Index has increased
from its initial index value by 30%, and the final index value for the RTY Index has increased from its initial index value by
40%. Because the final index value of each underlying index is above its respective downside threshold value, and the index percent
change of the worst performing underlying index is greater than the hypothetical minimum positive return of 25%, investors receive
at maturity the stated principal amount
plus
1to1 participation in the performance of the worst performing underlying
index. Investors receive $1,300 per security at maturity.
EXAMPLE 2
:
The final index values of both underlying
indices are at or above their respective downside threshold values but the worst performing underling index has not appreciated
by more than 25%, and investors therefore receive the stated principal amount
plus
the upside payment.
Final index value


SPX Index: 1,870




RTY Index: 1,260

Index performance factor


SPX Index: 1,870 / 2,200 = 85%
RTY Index: 1,260 / 1,400 = 90%

Payment at maturity

=

$1,000 + upside payment


=

$1,000 + $250


=

$1,250

In example 2, the final index value for the SPX Index has decreased
from its initial index value by 15%, and the final index value for the RTY Index has decreased from its initial index value by
10%. Because the final index value of each underlying index is above its respective downside threshold value, investors receive
at maturity the stated principal amount
plus
the hypothetical upside payment of $250. Although both underlying indices have
depreciated, investors receive $1,250 per security at maturity.
EXAMPLE 3
:
The final index value of one of the
underlying indices is less than its respective downside threshold value. Investors are therefore exposed to the full decline in
the worst performing underlying index from its initial index value.
Final index value


SPX Index: 2,640




RTY Index: 630

Index performance factor


SPX Index: 2,640 / 2,200 = 120%
RTY Index: 630 / 1,400 = 45%

Payment at maturity

=

$1,000 × index performance factor of the worst performing underlying index


=

$1,000 × 45%


=

$450

In example 3, the final index value for the SPX Index has increased
from its initial index value by 20%, and the final index value for the RTY Index has decreased from its initial index value by
55%. Because one of the underlying indices has declined below its respective downside threshold value, investors do not receive
the upside payment and instead are exposed to the full negative performance of the RTY Index, which is the worst performing underlying
index in this example. Under these circumstances, investors lose 1% of the stated principal amount for every 1% decline in the
value of the worst performing underlying index from its initial index value. In this example, investors receive a payment at maturity
equal to $450 per security, resulting in a loss of 55%.
EXAMPLE 4
:
The final index values of both underlying
indices are less than their respective downside threshold values. Investors are therefore exposed to the full decline in the worst
performing underlying index from its initial index value.
Final index value


SPX Index: 440




RTY Index: 560

Index performance factor


SPX Index: 440 / 2,200 = 20%
RTY Index: 560 / 1,400 = 40%

Payment at maturity

=

$1,000 × index performance factor of the worst performing underlying index


=

$1,000 × 20%


=

$200

In example 4, the final index value for the SPX Index has decreased
from its initial index value by 80%, and the final index value for the RTY Index has decreased from its initial index value by
60%. Because one or more underlying indices have declined below their respective downside threshold values, investors do not receive
the upside payment and instead are exposed to the full negative performance of the SPX Index, which is the worst performing underlying
index in this example. Under these circumstances, investors lose 1% of the stated principal amount for every 1% decline in the
value of the worst performing underlying index from its initial index value. In this example, investors receive a payment at maturity
equal to $200 per security, resulting in a loss of 80%.
If the final index value of either of the underlying indices
is less than its respective downside threshold value, you will receive an amount in cash that is significantly less than the $1,000
stated principal amount of each security by an amount proportionate to the full decline in the level of the worst performing underlying
index from its initial index value over the term of the securities, and you will lose a significant portion or all of your investment.
S&P 500
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Index Historical
Performance
The following graph sets forth the daily index closing values
of the S&P 500
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Index for each quarter in the period from January 1, 2013 through February 23, 2018. You should
not take the historical values of the S&P 500
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Index as an indication of its future performance, and no assurance
can be given as to the index closing value of the S&P 500
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Index on the valuation date.
S&P 500
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Index
Daily Index
Closing Values
January 1,
2013 to February 23, 2018


Russell 2000
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Index Historical
Performance
The following graph sets forth the daily index closing values
of the Russell 2000
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Index for each quarter in the period from January 1, 2013 through February 23, 2018. You should
not take the historical values of the Russell 2000
^{
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}
Index as an indication of its future performance, and no assurance
can be given as to the index closing value of the Russell 2000
^{
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Index on the valuation date.
Russell 2000
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Index
Daily Index
Closing Values
January 1,
2013 to February 23, 2018


