PROSPECTUS Dated May 1, 1996 Pricing Supplement No. 16 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-01655
Dated May 2, 1996 Dated June 17, 1996
Rule 424(b)(3)
Morgan Stanley Group Inc.
GLOBAL MEDIUM-TERM NOTES, SERIES E
Euro Floating Rate Senior Bearer Notes Due June 1998
_______________________
The Global Medium-Term Notes, Series E (Euro Floating Rate Senior Bearer Notes
Due June 1998) 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 June 21, 1996 Each March 21, June 21, September 21
and December 21, commencing
September 21, 1996 through March 21,
MATURITY DATE: INITIAL INTEREST RATE: 1998 and June 22, 1998 (each
June 22, 1998; provided that if such To be determined 2 London Banking an"Interest Payment Date"); provided
day is not a Business Day, the Maturity Days prior to the date of issuance that if any such day is not a Business
Date will be the next succeeding day Day, such Interest Payment Date will
that is a Business Day, unless such be the next succeeding day that is a
succeeding Business Day falls in the INITIAL INTEREST RESET Business Day, unless such succeeding
next succeeding calendar month, in DATE: Business Day falls in the next
which case the Maturity Date will be September 21, 1996; provided that if succeeding calendar month, in which
the immediately preceding day that is a such day is not a Business Day, such case such Interest Payment Date will be
Business Day. Interest shall accrue to, Initial Interest Reset Date will be the the immediately preceding day that is a
but excluding, the Maturity Date. next succeeding day that is a Business Business Day.
Day, unless such succeeding Business
Day falls in the next succeeding
SETTLEMENT AND ISSUE DATE: calendar month, in which case such INTEREST PAYMENT PERIOD:
June 21, 1996 Initial Interest Reset Date will be the Quarterly
immediately preceding day that is a
Business Day.
ISSUE PRICE: 99.96194% INTEREST RESET PERIODS:
The period from and including an
MAXIMUM INTEREST RATE: Interest Reset Date to but excluding the
N/A immediately succeeding Interest Reset
SPECIFIED CURRENCY: Date.
U.S. Dollars MINIMUM INTEREST RATE:
N/A
INTEREST RESET DATES:
BASE RATE: LIBOR Each Interest Payment Date
INITIAL REDEMPTION DATE: CALCULATION AGENT: Chemical
INDEX MATURITY: N/A Bank, N.A.
3 months
PAYING AGENT: Chemical Bank, N.A.
INITIAL REDEMPTION
SPREAD (PLUS OR MINUS): PERCENTAGE: N/A
Plus 0.07% per annum INDEX CURRENCY:
U.S. Dollars
ANNUAL REDEMPTION
ALTERNATE RATE EVENT PERCENTAGE REDUCTION: N/A
SPREAD: N/A TOTAL AMOUNT OF OID:
None
OPTIONAL REPAYMENT DATE(S):
SPREAD MULTIPLIER: N/A N/A
ORIGINAL YIELD TO MATURITY:
N/A
COMMON CODE: 6737811 REPORTING SERVICE:
ISIN: XS0067378116 TELERATE 3750
INITIAL ACCRUAL PERIOD OID:
N/A
OTHER PROVISIONS:
BUSINESS DAY: New York, London
and Paris DENOMINATIONS:
U.S. $1,000,000
NET PROCEEDS: 99.86664%
</TABLE>
Capitalized terms not defined above have the meanings given to such terms in
the accompanying Prospectus Supplement.
Morgan Stanley & Co.
International
