PROSPECTUS Dated May 1, 1996 Pricing Supplement No. 12 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-01655
Dated May 1, 1996 May 20, 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
June 10 or December 10, commencing June 10, 1998.
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<S> <C> <C> <C>
Principal Amount: $10,000,000 Redemption
Percentage: 100%
Maturity Date: June 10, 2011
Annual Redemption
Interest Rate: 7.55% per annum Percentage
Reduction: N/A
Interest Accrual
Date: June 10, 1996 Interest Payment
Period: Monthly
Interest Payment
Dates: The tenth day of each Specified Currency: U.S. Dollars
month, commencing
July 10, 1996 Issue Price: 100%
Settlement Date
(Original Issue
Redemption Dates: Redeemable in whole, Date): June 10, 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
June 10 or December Subordinated Note: Senior Note
10, commencing June
10, 1998 Total Amount of OID: N/A
Minimum Original Yield to
Denomination: $1000 Maturity: N/A
Initial Accrual
Period OID: N/A
Trustee: Chemical Bank
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Capitalized terms not defined above have the meanings given to such terms in
the accompanying Prospectus Supplement.
MORGAN STANLEY & CO.
Incorporated