MORGAN STANLEY GROUP INC /DE/
8-K, 1996-05-24
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                         Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

         Date of Report (date of earliest event reported): May 23, 1996

                            MORGAN STANLEY GROUP INC.
             (Exact name of registrant as specified in its charter)

           Delaware                       1-9085                13-2838811
(State or other jurisdiction of      (Commission File        (I.R.S. Employer
incorporation or organization)            Number)         Identification Number)

                     1585 Broadway, New York, New York 10036
           (Address of principal executive offices including zip code)

       Registrant's telephone number, including area code: (212) 761-4000


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ITEM 5.  OTHER EVENTS

         Attached and incorporated herein by reference as Exhibit 99 is a press
         release announcing that Morgan Stanley Group Inc. has called its 9.36%
         Cumulative Preferred Stock for redemption.

 .


ITEM 7(C).  EXHIBITS

99.      Press release dated May 23, 1996 announcing that Morgan Stanley Group
         Inc. has called its 9.36% Cumulative Preferred Stock for redemption.


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                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                                   MORGAN STANLEY GROUP INC.
                                                   Registrant

                                                   /s/ Ralph L. Pellecchio
                                                   -------------------------
                                                   Ralph L. Pellecchio
                                                   Assistant Secretary

Date:    May 23, 1996


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                                Index to Exhibits

Exhibit No.                    Description
- -----------                    -----------

99.                            Press release dated May 23, 1996 announcing that
                               Morgan Stanley Group Inc. has called its 9.36%
                               Cumulative Preferred Stock for redemption.



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                                                                    EXHIBIT 99

Contact:  Jeanmarie McFadden
          Media Relations
          (212) 761-4059


                                                          For Immediate Release

                      MORGAN STANLEY GROUP INC. CALLS ITS

                9.36% CUMULATIVE PREFERRED STOCK FOR REDEMPTION

        
        NEW YORK, May 23--Morgan Stanley Group Inc. (NYSE: MS) announced today
that it has called for redemption, on June 24, 1996, all 5,500,000 outstanding
shares of its 9.36 Percent Cumulative Preferred Stock, no par value, at a
redemption price of $25.156 per share, which reflects the stated value of $25
per share together with an amount equal to all dividends accrued and
accumulated and unpaid to, but excluding, June 24, 1996. Notices of redemption
have been mailed to holders of record of the 9.36 Percent Cumulative Preferred
Stock as of May 22, 1996. The address of the redemption agent is First Chicago
Trust Company of New York, Tenders & Exchanges, Suite 4660, PO Box 2565, Jersey
City, NJ 07303-2565.

                                  *    *    *

May 23, 1996



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