PROSPECTUS Dated May 1, 1996 Pricing Supplement No. 59 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-01655
Dated May 1, 1996 December 20, 1996
Rule 424(b)(3)
Morgan Stanley Group Inc.
MEDIUM-TERM NOTES, SERIES C
Senior Fixed Rate Notes
The Medium-Term Notes, Series C (Senior Fixed Rate Notes) (the
"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. The Notes will not be redeemable at the
option of Morgan Stanley Group Inc. prior to the Maturity Date.
Principal Amount: $50,000,000
Maturity Date: December 31, 2001
Interest Rate: 6.50% per annum
Interest Accrual Date: December 31, 1996
Interest Payment Dates: Each December 31 and June 30, commencing June 30,
1997
Minimum Denomination: $1,000
Redemption Percentage: 100%
Redemption Dates: N/A
Annual Redemption
Percentage Reduction: N/A
Interest Payment Period: Semi-annually
Specified Currency: U.S. Dollars
Issue Price: 100%
Settlement Date
(Original Issue Date): December 31, 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: The Chase Manhattan Bank
CUSIP: 61745EJH5
Capitalized terms not defined above have the meanings given to
such terms in the accompanying Prospectus Supplement.
MORGAN STANLEY & CO.
Incorporated
