PROSPECTUS Dated March 29, 1995 Pricing Supplement No. 56 to
PROSPECTUS SUPPLEMENT Registration Statement No. 33-57833
Dated March 29, 1995 February 29, 1996 Rule 424(b)(3)
Morgan Stanley Group Inc.
GLOBAL MEDIUM-TERM NOTES, SERIES D
Euro Floating Rate Senior Bearer Notes Due March 1999
The Global Medium-Term Notes, Series D (Euro Floating Rate Senior Bearer
Notes Due March 1999) 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 Global Medium-Term Notes, Series D of the Company, including the Notes,
have been listed on the London Stock Exchange Limited (the "London Stock
Exchange").
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.
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PRINCIPAL AMOUNT: INTEREST ACCRUAL DATE: INTEREST PAYMENT DATES:
Pound Sterling 10,000,000 March 8, 1996 Each March 8, June 8, September 8,
and December 8 commencing on June
MATURITY DATE: 8, 1996, or if any such day is not a
March 8, 1999, or if such day is not INITIAL INTEREST RATE: Business Day, the next succeeding
a Business Day, the next succeeding To be determined at Business Day
Business Day approximately 11 a.m. on the
date of issuance
INTEREST RESET PERIODS:
SETTLEMENT AND DATE OF INITIAL INTEREST RESET The first Interest Reset Period will be
ISSUANCE: DATE: the period from and including June 8,
March 8, 1996 June 8, 1996 1996 to but excluding the immediately
succeeding Interest Payment Date.
MAXIMUM INTEREST RATE: Thereafter, the Interest Reset Periods
ISSUE PRICE: N/A will be the periods from and
99.945% including an Interest Payment Date to
but excluding the immediately
MINIMUM INTEREST RATE: succeeding Interest Payment Date
SPECIFIED CURRENCY: N/A
U.K. Sterling
INTEREST RESET DATES:
INITIAL REDEMPTION DATE: Each Interest Payment Date
BASE RATE: LIBOR N/A
CALCULATION AGENT:
INDEX MATURITY: 3 Months INITIAL REDEMPTION Chemical Bank, N.A. (London
PERCENTAGE: N/A branch)
SPREAD (PLUS OR MINUS):
Plus 0.18% per annum ANNUAL REDEMPTION INDEX CURRENCY:
PERCENTAGE REDUCTION: U.K. Sterling
N/A
ALTERNATE RATE EVENT
SPREAD: N/A TOTAL AMOUNT OF OID:
OPTIONAL REPAYMENT N/A
DATE(S):
SPREAD MULTIPLIER: N/A N/A
ORIGINAL YIELD TO MATURITY:
N/A
COMMON CODE: 6459277 REFERENCE SCREEN:
TELERATE 3750
ISIN: XS0064592776 INITIAL ACCRUAL PERIOD OID:
N/A
OTHER PROVISIONS:
Accrued interest will be computed on
an actual/365 (fixed) day basis DENOMINATIONS:
Pound Sterling 500,000
The "Interest Determination Date" for
each Interest Reset Date shall be at
approximately 11 a.m. (London time)
on such Interest Reset Date
Notwithstanding any other provision to
the contrary, interest on the Notes will
continue to accrue to, but will exclude,
the Maturity Date, and will cease to
accrue thereafter.
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Supplemental Information Concerning Plan of Distribution:
Each Agent has represented and agreed that (i) it has not offered or sold
and will not offer or sell any Notes to persons in the United Kingdom prior to
admission of such Notes to listing in accordance with Part IV of the Financial
Services Act 1986 (the "Act"), except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their businesses or otherwise in
circumstances which have not resulted and will not result in an offer to the
public in the United Kingdom within the meaning of the Act; (ii) it has
complied with and will comply with all applicable provisions of the Act with
respect to anything done by it in relation to the Notes in, from or otherwise
involving the United Kingdom; and (iii) it has only issued or passed on and
will only issue or pass on in the United Kingdom any document received by it
in connection with the issue of the Notes, other than any document which
consists of or any part of listing particulars, supplementary listing
particulars or any other document required or permitted to be published by
listing rules under Part IV of the Act, to a person who is of a kind described
in Article 11(3) of the Financial Services Act 1986 (Investment
Advertisements) (Exemptions) Order 1995 or is a person to whom such document
may otherwise lawfully be issued or passed on.
Capitalized terms not defined above have the meanings given to such terms
in the accompanying Prospectus Supplement.
Morgan Stanley & Co.
International
