Amendment No. 1 to
PROSPECTUS Dated May 1, 1996 Pricing Supplement No. 49 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-01655
Dated May 1, 1996 November 21, 1996
Rule 424(b)(3)
Morgan Stanley Group Inc.
MEDIUM-TERM NOTES, SERIES C
Senior Floating Rate Notes
The Medium-Term Notes, Series C (Senior Floating Rate Notes)
described in this Pricing Supplement (the "Notes") will mature on the Maturity
Date and will not be redeemable at the option of Morgan Stanley Group Inc.
prior to the Maturity Date. 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.
Principal Amount: $10,000,000
Maturity Date: November 30, 1998; provided that if such day
is not a Business Day, the payment of
principal and interest will be made on the
next succeeding Business Day, and no
interest on such payment shall accrue for
the period from and after the Maturity Date
Interest Accrual
Date: November 26, 1996
Interest Payment
Dates: Each February 28, May 30, August 30 and
November 30 commencing November 30, 1996.
If any such day (other than the Maturity
Date) is not a Business Day, such Interest
Payment Date will be the next succeeding
Business Day, except that if such Business
Day is in the next succeeding calendar
month, such Interest Payment Date shall be
the immediately preceding day that is a
Business Day
Initial Interest
Rate: To be determined on the first Business Day next
preceding the Original Issue Date
Base Rate: Federal Funds Rate
Index Maturity: 1-Day
CUSIP: 61745EJB8
Spread (Plus or Minus): Plus 0.19% per annum
Minimum Denomination: $1,000
Interest Payment Period: Quarterly
Specified Currency: U.S. Dollars
Issue Price: 99.70%
Settlement Date (Original
Issue Date): November 26, 1996
Initial Interest Reset
Date: November 27, 1996,
or if such day is
not a Business Day,
the next succeeding
Business Day
Interest Reset Dates: Each Business Day
Interest Reset Period: Daily
Interest Determination
Dates: One Business Day
prior to each
Interest Reset Date
Reporting Service: Telerate (Page 120
under the heading
"Federal Funds
Effective Rate")
Book Entry Note or
Certificated Note: Book Entry Note
Senior Note or
Subordinated Note: Senior Note
Calculation Agent: The Chase Manhattan Bank
Capitalized terms not defined above have the meanings given to such terms in
the accompanying Prospectus Supplement.
MORGAN STANLEY & CO.
Incorporated
