PROSPECTUS Dated May 1, 1996 Amendment No. 1 dated November 26, 1996 to
PROSPECTUS SUPPLEMENT Pricing Supplement No. 32 to
Dated May 2, 1996 Registration Statement No. 333-01655
Dated August 14, 1996; Rule 424(b)(3)
Morgan Stanley Group Inc.
GLOBAL MEDIUM-TERM NOTES, SERIES E
Senior Euro Fixed Rate Bearer Notes Due August 21, 1997
The Global Medium-Term Notes, Series E (Senior Euro Fixed Rate
Bearer Notes Due August 21, 1997) 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. (the "Company") 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.
The Notes are further described under "Description of
Notes--Fixed Rate Notes" in the accompanying Prospectus Supplement, except
that to the extent the terms described below are inconsistent with such
description, the terms described below shall control.
<TABLE>
<S> <C> <C>
PRINCIPAL AMOUNT: INITIAL REDEMPTION DATE: N/A APPLICABILITY OF MODIFIED
YEN 5,000,000,000 PAYMENT UPON
ACCELERATION: N/A
MATURITY DATE: INITIAL REDEMPTION IF YES, STATE ISSUE PRICE: N/A
August 21, 1997 PERCENTAGE: N/A
DATE OF ISSUANCE AND ANNUAL REDEMPTION OPTIONAL REPAYMENT
SETTLEMENT DATE: PERCENTAGE REDUCTION: N/A DATE(S): N/A
August 21, 1996
INTEREST ACCRUAL DATE: INITIAL ACCRUAL PERIOD OID: DENOMINATIONS:
August 21, 1996 N/A YEN 100,000,000
TOTAL AMOUNT OF OID: N/A INTEREST RATE: 7% per annum SPECIFIED CURRENCY:
from the Date of Issuance to and Japanese Yen
including November 29, 1996;
1.00% per annum from and
including November 30, 1996 to
but excluding the Maturity Date
ORIGINAL YIELD TO MATURITY: N/A INTEREST PAYMENT DATE: CALCULATION AGENT: Morgan
Maturity Date Stanley & Co. International
ISSUE PRICE: 100% PAYING AGENT: The Chase BUSINESS DAYS: Tokyo, New
Manhattan Bank (London Branch) York, London
REDEMPTION PRICE: The ISIN: XS0068955227
Redemption Price at maturity with
respect to each Yen 100,000,000
of a Note will be a percentage
which equals the product of
(i) 100 and (ii) (1-N/9), rounded COMMON CODE: 6895522
downward to the next whole Yen.
N is a number between 0 and 9,
inclusive, equal to the number of
Relevant Observations. See
"OTHER PROVISIONS."
</TABLE>
OTHER PROVISIONS:
OBSERVATION DATE................. The third Tokyo Business Day prior to
the twenty-first calendar day of each
month from December 1996 to August 1997.
10 YEAR YEN SWAP RATE............ The 10 Year Yen Swap Rate (TSR) as
displayed on Telerate Page 17143 at
10:00 a.m., Tokyo time, on the relevant
Observation Date, as determined by the
Calculation Agent.
RELEVANT LOW OBSERVATIONS........ The number of Observation Dates from
and including December 1996 to and
including August 1997 on which the 10
Year Yen Swap Rate is determined to be
less than 3.07%; provided that if the
10 Year Yen Swap Rate is determined to
be equal to or greater than 3.70% on
any Observation Date, the Relevant Low
Observations shall be deemed to be zero.
RELEVANT HIGH OBSERVATIONS....... The number of Observation Dates from
and including December 1996 to and
including August 1997 on which the 10
Year Yen Swap Rate is determined to be
greater than 3.30%; provided that if
the 10 Year Yen Swap Rate is determined
to be equal to or less than the
Downside Knock-out Level (as defined
below) on any Observation Date, the
Relevant High Observations shall be
deemed to be zero.
RELEVANT OBSERVATIONS............ The sum of Relevant Low Observations
and Relevant High Observations.
THE DOWNSIDE KNOCK-OUT LEVEL..... For each Observation Date, the Downside
Knock-out Level shall be the rate set
forth opposite such Observation Date
below:
Observation Date Downside Knock-out Level
---------------- ------------------------
December 1996 2.70%
January 1997 2.75%
February 1997 2.80%
March 1997 2.85%
April 1997 2.90%
May 1997 2.95%
June 1997 3.00%
July 1997 3.05%
August 1997 3.10%
If the 10 Year Yen Swap Rate does not appear on Telerate Page 17143 or if such
Telerate Page is no longer available, the 10 Year Yen Swap Rate shall be
replaced by a rate for a ten-year interest rate swap transaction in Japanese
Yen as determined by the Calculation Agent at 10:00 a.m., Tokyo time, on each
relevant Observation Date.
Capitalized terms not defined above have the meanings given to such terms in
the accompanying Prospectus Supplement.
MORGAN STANLEY & CO.
International
