PROSPECTUS Dated March 29, 1995 Pricing Supplement No. 72 to
PROSPECTUS SUPPLEMENT Registration Statement No. 33-57833
Dated March 29, 1995 April 23, 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.
The Fixed Rate Notes will be redeemable on May 7, 1998 in whole, but not
in part, at the option of Morgan Stanley Group Inc. upon 30 to 35 calendar
days notice.
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<S> <C> <C> <C>
Principal Amount: $25,000,000 Redemption
Percentage: 100%
Maturity Date: May 7, 2001
Annual Redemption
Interest Rate: From and including Percentage
May 7, 1996 to and Reduction: N/A
excluding May 7,
1998: 6.45% per Interest Payment
annum. Period: Semiannually
From and including Specified Currency: U.S. Dollars
May 7, 1998 to and
excluding May 7, Issue Price: 100%
2001: 8.00% per
annum. Settlement Date
(Original Issue
Interest Accrual Date): May 7, 1996
Date: May 7, 1996
Book Entry Note or
Interest Payment Certificated Note: Book Entry Note
Dates: The seventh day of
each May and Senior Note or
November, Subordinated Note: Senior Note
commencing November
7, 1996, or, if such Total Amount of OID: N/A
day is not a Business
Day, the next Original Yield to
succeeding Business Maturity: N/A
Day.
Initial Accrual
Redemption Dates: Redeemable on May 7, Period OID: N/A
1998 in whole, but not
in part, at the option Trustee: Chemical Bank
of Morgan Stanley
Group Inc. upon 30 to
35 calendar days
notice.
Minimum
Denomination: $1000
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United States Federal Taxation:
United States Holders of the Notes. The following discussion is
based on the opinion of Davis Polk & Wardwell, special tax counsel to the
Company. This discussion supplements the "United States Federal Taxation"
section in the accompanying Prospectus Supplement. Any limitations on
disclosure and any defined terms contained therein are equally applicable
to the summary below. In addition, this discussion addresses only initial
holders purchasing at the issue price of the Notes and that do not hold the
Notes as part of a hedging transaction or "straddle."
Due to the call option feature, all coupon payments under the Note
will be treated as qualified stated interest and, accordingly, the Note
will not be treated as a Discount Note. Therefore, coupon interest on the
Note will be taxable to Holders as ordinary interest income at the time it
accrues or is received in accordance with the Holder's method of accounting
for United States income tax purposes.
See also "United States Federal Taxation" in the accompanying
Prospectus Supplement for additional discussion of the federal income tax
consequences of ownership and disposition of the Notes.
Capitalized terms not defined above have the meanings given to such terms
in the accompanying Prospectus Supplement.
MORGAN STANLEY & CO.
Incorporated
