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Published on 12/30/2011 in the Prospect News Structured Products Daily.

New Issue: Morgan Stanley sells $22.18 million contingent income notes on MetLife

By Marisa Wong

Madison, Wis., Dec. 30 - Morgan Stanley priced $22.18 million of contingent income autocallable securities due Jan. 3, 2013 linked to the common stock of MetLife, Inc., according to a 424B2 filing with the Securities and Exchange Commission.

If MetLife stock closes above the downside threshold level - 65% of the initial share price - on a quarterly determination date, investors will receive a contingent payment of $0.3875 for each $10.00 note. Otherwise, no contingent payment will be made for that period.

If the closing share price is greater than the initial share price on any of the first three quarterly determination dates, the notes will be automatically called at par plus the contingent payment.

If the notes are not called and the final share price is greater than or equal to the downside threshold level, the payout at maturity will be par plus the contingent payment. If the final share price is less than the downside threshold level, the payout will be a number of MetLife shares equal to the principal amount of notes divided by the initial share price or, at Morgan Stanley's option, the cash value of those shares.

Morgan Stanley & Co. LLC will be the agent.

Issuer:Morgan Stanley
Issue:Contingent income autocallable securities
Amount:$22,182,400
Maturity:Jan. 3, 2013
Coupon:Contingent payment of 3.875% if MetLife stock closes above downside threshold level on a quarterly determination date
Price:Par
Payout at maturity:Par plus contingent payment unless final price is less than downside threshold level, in which case a number of MetLife shares equal to the principal amount divided by the initial share price or cash equivalent
Call:Automatically at par plus contingent payment if closing share price is greater than initial price on any of first three quarterly determination dates
Initial price:$30.83
Downside threshold price:$20.0395, 65% of initial price
Exchange ratio:0.32436
Pricing date:Dec. 28
Settlement date:Jan. 3
Agent:Morgan Stanley & Co. LLC
Fees:1.5%
Cusip:61760T322

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