PROSPECTUS Dated March 29, 1995 Pricing Supplement No. 42 to
PROSPECTUS SUPPLEMENT Registration Statement No. 33-57833
Dated March 29, 1995 Dated February 13, 1996; Rule 424(b)(3)
Morgan Stanley Group Inc.
GLOBAL MEDIUM-TERM NOTES, SERIES E
Senior Euro Fixed Rate Bearer Notes Due February 27, 1998
The Global Medium-Term Notes, Series E (Senior Euro Fixed Rate Bearer Notes
Due February 27, 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. (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: APPLICABILITY OF MODIFIED
YEN 10,000,000,000 N/A PAYMENT UPON ACCELERATION:
N/A
MATURITY DATE: INITIAL REDEMPTION
February 27, 1998 PERCENTAGE: N/A IF YES, STATE ISSUE PRICE: N/A
DATE OF ISSUANCE AND ANNUAL REDEMPTION OPTIONAL REPAYMENT DATE(S):
SETTLEMENT DATE: PERCENTAGE REDUCTION: N/A
February 27, 1996 N/A
DENOMINATIONS:
INTEREST ACCRUAL DATE: INITIAL ACCRUAL PERIOD OID: YEN 100,000,000
February 27, 1996 N/A
SPECIFIED CURRENCY:
TOTAL AMOUNT OF OID: INTEREST RATE: 1.28% Japanese Yen
N/A
INTEREST PAYMENT DATES: CALCULATION AGENT:
ORIGINAL YIELD TO MATURITY: February 27, 1997 and N/A
N/A February 27, 1998, or,
if such day is not a COMMON CODE: 6411126
ISSUE PRICE: Business Day, the next
100.15% succeeding Business Day ISIN: XS0064111262
REDEMPTION PRICE: 100.00% BUSINESS DAYS:
Tokyo, London, New York
PAYING AGENT:
Chemical Bank N.A.
(London Branch)
</TABLE>
Capitalized terms not defined above have the meanings given to such terms in
the accompanying Prospectus Supplement.
Morgan Stanley & Co. International
Fuji International Finance PLC Nikko Europe plc
Plan of Distribution:
Each Manager has represented and agreed that (i) it has not offered or sold
and, prior to the expiry of the period of six months from the Settlement Date,
will not offer or sell any Notes to persons in the United Kingdom except to
persons whose ordinary activities involve them in acquiring, holding, managing
or disposing of investments (as principal or agent) for the purposes of their
businesses or otherwise in circumstances which have not resulted and will not
result in an offer to the public in the United Kingdom within the meaning of
the Public Offers of Securities Regulations 1995; (ii) it has complied and
will comply with all applicable provisions of the Financial Services Act 1986
with respect to anything done by it in relation to the Notes in, from or
otherwise involving the United Kingdom; and (iii) it has only issued or passed
on and will only issue or pass on in the United Kingdom any document received
by it in connection with the issue of the Notes to a person who is of a kind
described in Article 11(3) of the Financial Services Act 1986 (Investment
Advertisements) (Exemption) Order 1995 or is a person to whom such document
may otherwise lawfully be issued or passed on.
