PROSPECTUS Dated March 29, 1995 Amend. No. 1 to Pricing Supplement No. 39
PROSPECTUS SUPPLEMENT to Registration Statement No. 33-57833
Dated March 29, 1995 February 8, 1996 Rule 424(b)(3)
Morgan Stanley Group Inc.
GLOBAL MEDIUM-TERM NOTES, SERIES E
Euro Floating Rate Senior Bearer Notes Due February 1999
The Global Medium-Term Notes, Series E (Euro Floating Rate Senior Bearer Notes
Due February 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 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 February 26, 1996 Each February 26, May 26, August
26 and November 26 commencing on
MATURITY DATE: May 26, 1996 or if such day is not
February 26, 1999 INITIAL INTEREST RATE: a Business Day, the next succeeding
To be determined 2 London Business Day
Banking Days prior to the date
SETTLEMENT AND DATE OF of issuance based on
ISSUANCE: interpolated LIBOR for the INTEREST RESET PERIODS:
February 26, 1996 period The first Interest Reset Period will be
the period from and including May
27, 1996 to but excluding the immediately
ISSUE PRICE: INITIAL INTEREST RESET succeeding Interest Payment Date.
100% DATE: Thereafter, the Interest Reset Periods
May 27, 1996 will be the periods from and
including an Interest Payment Date to
SPECIFIED CURRENCY: MAXIMUM INTEREST RATE: but excluding the immediately
U.S. Dollars N/A succeeding Interest Payment Date
BASE RATE: LIBOR MINIMUM INTEREST RATE: INTEREST RESET DATES:
N/A Each Interest Payment Date
INDEX MATURITY: 3 Months
INITIAL REDEMPTION DATE: CALCULATION AGENT:
N/A Chemical Bank, N.A. (London
SPREAD (PLUS OR MINUS): branch)
Plus 0.22% per annum
INITIAL REDEMPTION
PERCENTAGE: N/A INDEX CURRENCY:
ALTERNATE RATE EVENT U.S. Dollars
SPREAD: N/A
ANNUAL REDEMPTION
PERCENTAGE REDUCTION: TOTAL AMOUNT OF OID:
SPREAD MULTIPLIER: N/A N/A None
COMMON CODE: 6400582 OPTIONAL REPAYMENT ORIGINAL YIELD TO MATURITY:
ISIN: XS0064005829 DATE(S): N/A
N/A
INITIAL ACCRUAL PERIOD OID:
REFERENCE SCREEN: N/A
TELERATE 3750
DENOMINATIONS:
U.S. $1,000,000
</TABLE>
Capitalized terms not defined above have the meanings given to such terms in
the accompanying Prospectus Supplement.
Morgan Stanley & Co.
International Limited
