PROSPECTUS Dated March 29, 1995 Pricing Supplement No. 3 to
PROSPECTUS SUPPLEMENT Registration Statement No. 33-57833
Dated March 29, 1995 May 25, 1995 Rule 424(b)(3)
Morgan Stanley Group Inc.
GLOBAL MEDIUM-TERM NOTES, SERIES E
Euro Floating Rate Senior Notes Due 1998
The Global Medium-Term Notes, Series E (Euro Floating Rate Senior Bearer Notes
Due 1998) described in this Pricing Supplement (the "Notes") will mature on
the Maturity Date. The Notes will not be redeemable at the option of Morgan
Stanley Group Inc. prior to the Maturity Date other than under the
circumstances described under "Description of Notes - Tax Redemption" in the
accompanying Prospectus Supplement.
The Notes will be issued only in bearer form, which form is further described
under "Description of Notes - Forms, Denominations, Exchange and Transfer" in
the accompanying Prospectus Supplement. Notes in bearer form will not be
exchangeable at any time for Notes in registered form at the option of the
holder.
Interest will be calculated using an actual/360 interest factor as described
in the accompanying Prospectus Supplement under "Description of Notes -
Floating Rate Notes." For additional information on the Notes, see
"Description of Notes - Floating Rate Notes" in the accompanying Prospectus
Supplement.
<TABLE>
<S> <C> <C>
PRINCIPAL AMOUNT: INTEREST ACCRUAL DATE: INTEREST PAYMENT DATES:
YEN 5,000,000,000 June 29, 1995 September 29, 1995, March 29, 1996,
September 29, 1996, March 29, 1997,
September 29, 1997, March 29, 1998 and
MATURITY DATE: INITIAL INTEREST RATE: June 29, 1998 (each an "Interest Payment
June 29, 1998 or if such day is not To be determined on Date") or if any such day is not a Business
a Business Day the next succeeding June 27, 1995 Day the next succeeding Business Day unless
Business Day unless such Business Day such Business Day falls in another calendar
falls in another calendar month, in month, in which case such Interest Payment
which case the Maturity Day shall be INITIAL INTEREST RESET Date shall be the first preceding day that is a
the first preceding day that is a DATE: September 29, 1995 Business Day
Business Day
MAXIMUM INTEREST RATE: INTEREST PAYMENT PERIOD:
SETTLEMENT DATE: N/A Semi-annually, except for the period
June 29, 1995 commencing June 29, 1995 and ending
September 29, 1995 and the period
MINIMUM INTEREST RATE: commencing March 29, 1998 and ending on
ISSUE PRICE: N/A June 29, 1998 (as any such Interest Payment
100.13% Date may be adjusted, as set forth above),
which periods shall be quarterly
INITIAL REDEMPTION DATE:
SPECIFIED CURRENCY: N/A
Japanese Yen INTEREST RESET PERIODS:
The periods from and including September 29,
INITIAL REDEMPTION PERCENTAGE: 1995 to but excluding March 29, 1996, from
BASE RATE: LIBOR N/A and including March 29, 1996 to but
excluding September 29, 1996, from and
including September 29, 1996 to but excluding
INDEX MATURITY: For initial Interest ANNUAL REDEMPTION PERCENTAGE March 29, 1997, from and including March
Reset Period: 3 Months; for each subsequent REDUCTION: N/A 29, 1997 to but excluding September 29,
Interest Reset Period prior to the final Interest 1997, from and including September 29, 1997
Reset Period: 6 Months; for the final Interest to but excluding March 29, 1998 and from
Reset Period: 3 Months and including March 29, 1998 to but
OPTIONAL REPAYMENT DATE(S): excluding the Maturity Date
SPREAD (PLUS OR MINUS): N/A
Plus 0.13% per annum
INTEREST RESET DATES:
REPORTING SERVICE: September 29, 1995, March 29, 1996,
ALTERNATE RATE EVENT TELERATE PAGE 3750 September 29, 1996, March 29, 1997,
SPREAD: N/A September 29, 1997, March 29, 1998
CALCULATION AGENT:
SPREAD MULTIPLIER: N/A Chemical Bank
INDEX CURRENCY:
COMMON CODE: 005797845 Japanese Yen
ISIN: XS0057978453
TOTAL AMOUNT OF OID:
None
OTHER PROVISIONS:
Notwithstanding any other provision to the ORIGINAL YIELD TO MATURITY:
contrary, interest on the Notes will continue to N/A
accrue to, but will exclude, the Maturity Date,
and will cease to accrue thereafter. INITIAL ACCRUAL PERIOD OID:
N/A
DENOMINATIONS:
YEN 100,000,000
</TABLE>
Capitalized terms not defined above have the meanings given to such terms in
the accompanying Prospectus Supplement.
MORGAN STANLEY & CO.
International Limited
