PROSPECTUS Dated May 1, 1996 Pricing Supplement No. 28 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-01655
Dated May 1, 1996 July 30, 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
February 15 or August 15, commencing August 15, 1998.
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<S> <C> <C> <C>
Principal Amount: $15,000,000 Redemption 100%
Percentage:
Maturity Date: August 15, 2011
Annual Redemption
Interest Rate: 8.00% per annum Percentage N/A
Reduction:
Interest Accrual
Date: August 15, 1996 Interest Payment
Period: Semiannually
Interest Payment
Dates: The fifteenth day of Specified Currency: U.S. Dollars
each February and
August, commencing Issue Price: 100%
February 15, 1997
Settlement Date
(Original Issue
Redemption Dates: Redeemable in whole, Date): August 15, 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
February 15 or August Subordinated Note: Senior Note
15, commencing
August 15, 1998 Total Amount of OID: N/A
Minimum Original Yield to
Denomination: $1,000 Maturity: N/A
Initial Accrual
Period OID: N/A
Trustee: The Chase Manhattan
Bank
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Capitalized terms not defined above have the meanings given to such terms in
the accompanying Prospectus Supplement.
