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PROSPECTUS dated March 29, 1995 Pricing Supplement No. 35
PROSPECTUS SUPPLEMENT to Registration No. 33-57833
Dated March 29, 1995 January 29, 1996
Rule 424(b)(3)
MORGAN STANLEY GROUP INC.
MEDIUM - TERM NOTES, SERIES C
Floating Rate Notes Due More Than 9 Months From Date of Issue
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Principal Amount: $63,000,000 Annual Redemption Percentage
Reduction: N/A
Maturity Date: February 2, 1998 Interest Payment Dates: The 2nd of February, May,
August and November
commencing May 2, 1996
Interest Rate Basis: _____CD Rate Interest Reset Dates: Same as Interest Payment Dates
_____Commercial Paper
Rate Interest Payment Period: Quarterly
_____Federal Funds Rate
__X__LIBOR Interest Reset Period: Quarterly
_____
_____Prime Rate
_____Treasury Rate Interest Determination Two London Banking Days prior
Dates: to the Interest Reset Date
_____Other
Settlement Date: February 1, 1996
(Original Issue Date)
Applicability of Modified
Banking Day Convention: Yes
Ranking: Senior
Index Maturity: 3-Month
Calculation Agent: Chemical Bank
Spread: +0.10%
Book Entry Note or Certified: Book Entry
Spread Multiplier: N/A
Reporting Service: Telerate (page 3750)
Maximum Interest Rate: N/A
Alternative Rate Event Spread: N/A
Minimum Interest Rate: N/A
Put/Call Date: N/A
Initial Repayment Date: N/A
Put/Call Price: N/A
Initial Repayment
Percentage Reduction: N/A Put/Call Modification: N/A
Interest Accrual Date: February 1, 1996 Initial Interest Reset Date: May 2, 1996
Initial Interest Rate: To be determined on Initial Redemption Percentage: N/A
February 1, 1996
Initial Redemption Date: N/A
</TABLE>
Capitalized terms not defined above have the meanings given to such terms in
the accompanying Prospectus Supplement.
MORGAN STANLEY & CO.
Incorporated
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