PROSPECTUS Dated March 29, 1995 Pricing Supplement No. 44 to
PROSPECTUS SUPPLEMENT Registration Statement No. 33-57833
Dated March 29, 1995 February 14, 1996 Rule 424(b)(3)
Morgan Stanley Group Inc.
GLOBAL MEDIUM-TERM NOTES, SERIES E
Euro Floating Rate Senior Bearer Notes Due March 2001
The Global Medium-Term Notes, Series E (Euro Floating Rate Senior Bearer Notes
Due March 2001) described in this Pricing Supplement (the "Notes") will mature
on the Maturity Date. The Notes will not be redeemable at the option of Morgan
Stanley Group Inc. prior to the Maturity Date other than under the
circumstances described under "Description of Notes - Tax Redemption" in the
accompanying Prospectus Supplement.
The Notes will be issued only in bearer form, which form is further described
under "Description of Notes - Forms, Denominations, Exchange and Transfer" in
the accompanying Prospectus Supplement. Notes in bearer form will not be
exchangeable at any time for Notes in registered form at the option of the
holder.
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.
<TABLE>
<S> <C> <C>
PRINCIPAL AMOUNT: INTEREST ACCRUAL DATE: INTEREST PAYMENT DATES:
U.S.$20,000,000 February 29, 1996 May 29, 1996, August 29, 1996,
November 29, 1996, March 1, 1997,
May 29, 1997, August 29, 1997,
MATURITY DATE: INITIAL INTEREST RATE: November 29, 1997, March 1, 1998,
March 1, 2001 To be determined 2 London May 29, 1998, August 29, 1998,
Banking Days prior to the date November 29, 1998, March 1, 1999,
of issuance based on May 29, 1999, August 29, 1999,
SETTLEMENT AND DATE OF interpolated LIBOR for the November 29, 1999, February 29,
ISSUANCE: period 2000, May 29, 2000, August 29,
February 29, 1996 2000, November 29, 2000 and March
1, 2001 (each an "Interest Payment
INITIAL INTEREST RESET Date"), or if any such day is not a
ISSUE PRICE: DATE: Business Day, the next succeeding
100% May 29, 1996 Business Day
MAXIMUM INTEREST RATE:
SPECIFIED CURRENCY: N/A INTEREST RESET PERIODS:
U.S. Dollars The first Interest Reset Period will be
the period from and including May
MINIMUM INTEREST RATE: 29, 1996 to but excluding the
BASE RATE: LIBOR N/A immediately succeeding Interest
Payment Date. Thereafter, the
Interest Reset Periods will be the
INDEX MATURITY: 3 Months INITIAL REDEMPTION DATE: periods from and including an
N/A Interest Payment Date to but
excluding the immediately succeeding
SPREAD (PLUS OR MINUS): Interest Payment Date
Plus 0.28% per annum INITIAL REDEMPTION
PERCENTAGE: N/A
INTEREST RESET DATES:
ALTERNATE RATE EVENT Each Interest Payment Date
SPREAD: N/A ANNUAL REDEMPTION
PERCENTAGE REDUCTION:
N/A CALCULATION AGENT:
SPREAD MULTIPLIER: N/A Chemical Bank, N.A. (London
branch)
OPTIONAL REPAYMENT
COMMON CODE: 6418597 DATE(S):
N/A INDEX CURRENCY:
ISIN: XS0064185977 U.S. Dollars
OTHER PROVISIONS: "Business Day" REFERENCE SCREEN:
means any day, other than a Saturday TELERATE 3750 TOTAL AMOUNT OF OID:
or Sunday, that is neither a legal None
holiday nor a day on which banking
institutions are authorized or required
to close in the City of New York, the ORIGINAL YIELD TO MATURITY:
City of London, or Tokyo. N/A
INITIAL ACCRUAL PERIOD OID:
N/A
DENOMINATIONS:
U.S. $1,000,000
</TABLE>
Capitalized terms not defined above have the meanings given to such terms in
the accompanying Prospectus Supplement.
Morgan Stanley & Co.
International Limited
