MORGAN STANLEY GROUP INC /DE/
424B3, 1996-02-13
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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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


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