PROSPECTUS dated March 29, 1995 Pricing Supplement No. 40
PROSPECTUS SUPPLEMENT to Registration No. 33-57833
Dated March 29, 1995 February 8, 1996
Rule 424(b)(3)
Morgan Stanley Group Inc.
MEDIUM - TERM NOTES, SERIES C
Senior Fixed Rate Notes
The Fixed Rate Notes, as further described below and in the Prospectus
Supplement under "Description of Notes -- Fixed Rate Notes," will bear
interest from the date of issuance until the principal amount thereof is paid
or made available for payment at the rate set forth below.
<TABLE>
<S> <C> <C> <C>
Principal Amount: $250,000,000 Redemption Percentage: N/A
Maturity Date: February 15, 2001 Annual Redemption
Percentage Reduction: N/A
Interest Rate: 5.75% per annum Interest Payment Period: Semiannually
Interest Accrual Date: February 13, 1996 Specified Currency: U.S. Dollars
Interest Payment Dates: The fifteenth day Issue Price: 100%
of February and
August, commencing
August 15, 1996
Settlement Date
(Original Issue Date): February 13, 1996
Book Entry Note or
Certificated Note: Book Entry Note
Senior Note or
Subordinated Note: Senior Note
Total Amount of OID: N/A
Original Yield to
Maturity: N/A
Initial Accrual
Period OID: N/A
Trustee: Chemical Bank
</TABLE>
Capitalized terms not defined above have the meanings given to such terms in
the accompanying Prospectus Supplement.
MORGAN STANLEY & CO.
Incorporated