_____________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 7, 1996
MORGAN STANLEY GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware 1-9085 13-2838811
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1585 Broadway, New York, New York 10036
(Address of principal executive offices including zip code)
Registrant's telephone number, including area code: (212) 761-4000
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Item 7(c). Exhibits
8.3 Tax Opinion of Davis Polk & Wardwell, dated February 7, 1996,
relating to the registrant's 3,000,000 Telebras PERQS due
February 16, 1999, as described in Prospectus Supplement dated
February 7, 1996 to the Prospectus dated March 29, 1995 related
to Registration Statement No. 33-57833.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MORGAN STANLEY GROUP INC.
Registrant
/s/ Patricia A. Kurtz
_____________________
Patricia A. Kurtz
Assistant Secretary
Date: February 9, 1996
Index to Exhibits
_________________
Exhibit No. Description
___________ ___________
8.3 Tax Opinion of Davis Polk & Wardwell,
dated February 7, 1996, relating
to the registrant's 3,000,000 Telebras
PERQS due February 16, 1999, as described
in Prospectus Supplement dated February 7,
1996 to the Prospectus dated March 29,
1995 related to Registration Statement No.
33-57833.
Exhibit 8.3
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 450-4571
February 7, 1996
Morgan Stanley Group Inc.
1585 Broadway
New York, NY 10036
Re: Morgan Stanley Group Inc. Telebras
PERQS Due February 16, 1999
__________________________________
Dear Sirs:
We have acted as special tax counsel for Morgan Stanley Group Inc.
(the "Company") in connection with the issuance of the Company's 3,000,000
Telebras PERQS due February 16, 1999, (the "Notes"). We hereby confirm the
opinion (the "Opinion") set forth under the caption "Certain U.S. Federal
Income Tax Considerations" in the prospectus supplement dated February 7, 1996
relating to the Notes (the "Prospectus Supplement").
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement relating to the offering of the Notes. We also consent
to the use of our name under the caption "Certain U.S. Federal Income Tax
Considerations" in the Prospectus Supplement.
Very truly yours,
DAVIS POLK & WARDWELL
