PROSPECTUS Dated May 1, 1996 Pricing Supplement No. 44 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-01655
Dated May 1, 1996 November 4, 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: $35,000,000
Maturity Date: May 7, 1998; 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: November 7, 1996
Interest Payment Dates: Each February 7, May 7, August 7 and November 7,
commencing February 7, 1997. 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: 5.5%
Base Rate: LIBOR
Index Maturity: 3 Months
Spread (Plus or Minus): None
Minimum
Denomination: $1,000
Interest Payment
Period: Quarterly
Specified Currency: U.S. Dollars
Issue Price: 99.850%
Settlement Date
(Original Issue
Date): November 7, 1996
Initial Interest Reset
Date: February 7, 1997, 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 Initial Interest
Reset Date shall be the next preceding day that is
a Business Day
Interest Reset Dates: Same as Interest
Payment Dates
Interest Reset Period: Quarterly
Interest Determination
Dates: Two London Banking Days prior to each
Interest Reset Date
Reporting Service: Telerate (Page
3750)
Book Entry Note or
Certificated Note: Book Entry Note
Senior Note or
Subordinated Note: Senior Note
Calculation Agent: The Chase
Manhattan Bank
CUSIP: 61745EHV6
Capitalized terms not defined above have the meanings given to such terms in
the accompanying Prospectus Supplement.
MORGAN STANLEY & CO.
Incorporated
