PROSPECTUS Dated May 1, 1996 Pricing Supplement No. 3 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-01655
Dated May 1, 1996 Dated May 14, 1996
Rule 424(b)(3)
Morgan Stanley Group Inc.
MEDIUM-TERM NOTES, SERIES C
Senior Variable Rate Renewable Notes
The Senior Variable Rate Renewable Notes described in this Pricing
Supplement (the "Renewable Notes") will mature on the Initial Maturity Date,
unless the maturity of all or any portion of the principal amount thereof is
extended in accordance with the procedures described below. On the calendar
day following an Election Date (as defined herein), the maturity of the
Renewable Notes will be extended to the date occurring 366 calendar days from
and including the 15th day of the next succeeding month unless the holder
thereof elects to terminate such automatic extension; provided, however, that
if such 366th calendar day is not a Business Day, the maturity of the
Renewable Notes will be extended to the immediately preceding Business Day.
The holder may terminate the automatic extension of the maturity of the
Renewable Notes or of any portion thereof having a principal amount of $1,000
or any multiple of $1,000 in excess thereof by delivering a notice to such
effect to the Trustee for the Renewable Notes on any Business Day during the
period beginning on the fourth Business Day preceding an Election Date to, and
including (if such Election Date is a Business Day), such Election Date. Such
option may be exercised with respect to less than the entire principal amount
of the Renewable Notes; provided that the principal amount for which such
option is not exercised is at least $1,000 or any larger amount that is an
integral multiple of $1,000. Notwithstanding the foregoing, the maturity of
the Renewable Notes may not be extended beyond the Final Maturity Date. If the
holder elects to terminate the automatic extension of the maturity of any
portion of the principal amount of the Renewable Notes on any Business Day
during the period beginning on the fourth Business Day preceding an Election
Date to, and including (if such Election Date is a Business Day), any such
Election Date, such portion will become due and payable 366 calendar days from
and including the 15th day of the month in which such election is made;
provided, however, that if such 366th calendar day is not a Business Day, such
portion will become due and payable on the immediately preceding Business Day.
An "Election Date" shall be the fifteenth day of each month from June 1996 to
March 2000 inclusive. Upon delivery of a notice electing to terminate the
automatic extension of a Renewable Note or any portion thereof to the Trustee,
such election shall be irrevocable.
The Renewable Notes will bear interest from the date of issuance until
the principal amount thereof is paid or made available for payment at a rate
determined by reference to the Base Rate (based on the Index Maturity) plus
the Spread; provided that, if the holder of a Renewable Note elects to
terminate the automatic extension of such Renewable Note or any specified
portion thereof, the Spread applicable to such Renewable Note or specified
portion thereof will be reset at 0.03% per annum at the Interest Reset Date
next succeeding the applicable Election Date. However, until the Initial
Interest Reset Date, the Renewable Notes will bear interest at the Initial
Interest Rate.
The Renewable Notes will not be redeemable at the option of Morgan
Stanley Group Inc. prior to the Final Maturity Date.
The Renewable Notes are further described under "Description of Notes --
Renewable Notes" in the accompanying Prospectus Supplement, except that to the
extent terms described below are inconsistent with such description, the terms
described below shall control.
<TABLE>
<S> <C> <C> <C>
Principal Amount: $125,000,000 Election Dates: The fifteenth day of each
month from June 1996 to
Initial Maturity Date: June 16, 1997, or if such day March 2000, inclusive
is not a Business Day, the
immediately preceding
Business Day
Final Maturity Date: May 15, 2001, or if such day
is not a Business Day, the
immediately preceding Redemption Dates: N/A
Business Day
Redemption Percentage: N/A
Base Rate: LIBOR
Alternate Rate Event
Index Maturity: Three months Spread: N/A
Spread: Plus 0.08% per annum; Interest Payment
provided that, if the holder of Period: Quarterly
a Renewable Note elects to
terminate the automatic Specified Currency: U.S. Dollars
extension of such Renewable
Note or any specified portion Issue Price: 100%
thereof, the Spread
applicable to such Renewable Settlement Date
Note or specified portion (Original Issue Date): May 17, 1996
thereof will be reset at
0.03% per annum at the Book Entry Note or
Interest Reset Date next Certificated Note:
succeeding the applicable Book Entry Note
Election Date. Reporting Service:
Telerate Page 3750
N/A Senior Note or
Incremental Spread: Subordinated Note:
Senior Note
Incremental Spread N/A Trustee and
Commencement Date: Calculation Agent:
Chemical Bank
N/A Additional Terms:
Spread Multiplier: N/A
N/A
Maximum Interest Rate:
N/A
Minimum Interest Rate:
5.56047%
Initial Interest Rate:
August 15, 1996, or if such
Initial Interest Reset Date: day is not a Business Day the
immediately preceding
Business Day
May 17, 1996
Interest Accrual Date:
The first Interest Reset
Interest Reset Periods: Period will be the period
from and including August
15, 1996 to but excluding the
immediately succeeding
Interest Payment Date.
Thereafter, the Interest Reset
Periods will be the periods
from and including an
Interest Payment Date to but
excluding the immediately
succeeding Interest Payment
Date
Interest Payment and The fifteenth day of each
Interest Reset Dates: February, May, August and
November commencing
August 15, 1996, or if such
day is not a Business Day the
immediately preceding
Business Day
Two London Banking Days
Interest Determination Dates: prior to Interest Reset Dates.
</TABLE>
Capitalized terms not defined above have the meanings given to such terms in
the accompanying Prospectus Supplement.
MORGAN STANLEY & CO.
Incorporated
