November 20, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Morgan Stanley Group Inc.
Application for Withdrawal of Form 8-A
filed on October 13, 1995 (File No. 000-20551)
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Ladies and Gentlemen:
On October 13, 1995, Morgan Stanley Group Inc. (the "Company"),
filed via electronic submission a Registration Statement on Form 8-A (the
"8-A") in connection with the proposed public offering of 2,500,000 of the
Company's Nasdaq 100 Index Put Warrants (2,875,000 Warrants if the
over-allotment opinion granted to the underwriters is exercised). In an
acceleration request filed via electronic submission on October 16, 1995, the
Company requested that the 8-A be declared effective at 2:00 P.M. on Thursday,
October 19, 1995 or as soon as practicable thereafter. Prior to 2:00 P.M. on
Thursday, October 19, 1995, a request was made on behalf of the Company to Ms.
Goldie Walker of the Securities and Exchange Commission (the "Commission")
that the effectiveness of the 8-A be delayed indefinitely due to market
conditions.
For the foregoing reasons, the Company hereby requests that the
Commission withdraw the 8-A, effective as of the date hereof.
MORGAN STANLEY GROUP INC.
By /s/ Patricia A. Kurtz
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Name: Patricia A. Kurtz
Title: Assistant Secretary
cc: Nasdaq National Market
