PROSPECTUS Dated May 1, 1996 Pricing Supplement No. 19 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-01655
Dated May 1, 1996 July 8, 1996
Rule 424(b)(3)
Morgan Stanley Group Inc.
MEDIUM-TERM NOTES, SERIES C
Senior Floating Rate Notes
The Medium-Term Notes, Series C (Senior Floating Rate Notes) described in
this Pricing Supplement (the "Notes") will mature on the Maturity Date and
will not be redeemable at the option of Morgan Stanley Group Inc. prior to the
Maturity Date. The Notes are further described under "Description of Notes --
Floating Rate Notes" in the accompanying Prospectus Supplement, except that to
the extent the terms described below are inconsistent with such description,
the terms described below shall control.
Principal Amount: $220,500,000
Maturity Date: July 10, 1997; provided that if such day is not a
Business Day, the payment of principal and interest
will be made on the next succeeding Business Day, and
no interest on such payment shall accrue for the
period from and after the Maturity Date
Interest Accrual
Date: July 10, 1996
Interest Payment
Dates: The tenth day of October, January, April and July,
commencing October 10, 1996. If any such day (other
than the Maturity Date) is not a Business Day, such
Interest Payment Date will be the next succeeding
Business Day, except that if such Business Day is in
the next succeeding calendar month, such Interest
Payment Date shall be the next preceding day that is a
Business Day
Initial Interest
Rate: 5.6675%
Base Rate: LIBOR
Index Maturity: 3 Months
Spread (Plus or
Minus): Minus 0.02% per annum
Minimum
Denomination: $1,000
Interest Payment
Period: Quarterly
Specified Currency: U.S. Dollars
Issue Price: 100%
Settlement Date
(Original Issue
Date): July 10, 1996
Initial Interest
Reset Date: October 10, 1996, or if such day is not a Business
Day, the next succeeding Business Day, except that if
such Business Day is in the next succeeding calendar
month, such Interest Payment Date shall be the next
preceding day that is a Business Day
Interest Reset
Dates: Same as Interest Payment Dates
Interest Reset Quarterly
Period:
Interest Two London Banking Days prior to each
Determination Interest Reset Date
Dates:
Reporting Service: Telerate (Page 3750)
Book Entry Note or
Certificated Note: Book Entry Note
Senior Note or
Subordinated Note: Senior Note
Calculation Agent: Chemical Bank
Other Provisions:
Recent Developments - Legal Proceedings: On June 11, 1996, an adversary
proceeding was commenced by
Orange County, California and its
Treasurer-Tax Collector against
Morgan Stanley in the United
States Bankruptcy Court for the
Central District of California in
County of Orange and Moorlach v.
Morgan Stanley & Co., Inc. The
adversary proceeding is related
to Orange County's Chapter 9
bankruptcy proceeding pending
before the same court. The
complaint asserts that Orange
County, acting through its former
Treasurer-Tax Collector, entered
into various reverse repurchase
agreements and other transactions
with Morgan Stanley which were
beyond the County's authority or
ultra vires and, therefore, void.
The complaint also asserts that
Morgan Stanley allowed Orange
County to enter into unsuitable
transactions. In addition, the
complaint alleges that Morgan
Stanley violated the automatic
stay provisions of the Bankruptcy
Code when it liquidated the
County's collateral and closed
out certain reverse repurchase
transactions subsequent to the
County's December 6, 1994
bankruptcy filing. The complaint
asserts claims based on ultra
vires, setoff, equitable
subordination, restitution,
enforcement of the automatic
stay, avoidance of post-petition
transfers and negligence and
seeks compensatory damages in an
unspecified amount, declaratory
and injunctive relief,
restitution, interest, various
costs and attorney's fees.
Capitalized terms not defined above have the meanings given to such
terms in the accompanying Prospectus Supplement.
MORGAN STANLEY & CO.
Incorporated
