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PROSPECTUS Dated May 1, 1996 Pricing Supplement No. 1 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-01655
Dated May 1, 1996 May 8, 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 in whole, but not in part, at the
option of Morgan Stanley Group Inc. upon 30 to 35 calendar days notice on any
May 23 or November 23, commencing May 23, 1998.
<TABLE>
<S> <C> <C> <C>
Principal Amount: $10,000,000 Redemption
Percentage: 100%
Maturity Date: May 23, 2011
Annual Redemption
Interest Rate: 7.75% per annum Percentage
Reduction: N/A
Interest Accrual
Date: May 23, 1996 Interest Payment
Period: Monthly
Interest Payment
Dates: The twenty-third day of Specified Currency: U.S. Dollars
each month,
commencing June 23, Issue Price: 100%
1996
Settlement Date
(Original Issue
Redemption Dates: Redeemable in whole, Date): May 23, 1996
but not in part, at the
option of Morgan Book Entry Note or
Stanley Group Inc. Certificated Note: Book Entry Note
upon 30 to 35 calendar
days notice on any Senior Note or
May 23 or November Subordinated Note: Senior Note
23, commencing May
23, 1998 Total Amount of OID: N/A
Minimum Original Yield to
Denomination: $1000 Maturity: N/A
Initial Accrual
Period OID: N/A
Trustee: Chemical Bank
</TABLE>
Capitalized terms not defined above have the meanings given to such terms in
the accompanying Prospectus Supplement.
MORGAN STANLEY & CO.
Incorporated
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