PROSPECTUS Dated May 1, 1996 Pricing Supplement No. 32 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-01655
Dated May 2, 1996 Dated August 14, 1996; Rule 424(b)(3)
Morgan Stanley Group Inc.
GLOBAL MEDIUM-TERM NOTES, SERIES E
Senior Euro Fixed Rate Bearer Notes Due August 21, 1997
The Global Medium-Term Notes, Series E (Senior Euro Fixed Rate Bearer Notes
Due August 21, 1997 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. (the "Company") 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.
The Notes are further described under "Description of Notes - Fixed 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:
YEN 5,000,000,000
MATURITY DATE:
August 21, 1997
DATE OF ISSUANCE AND
SETTLEMENT DATE:
August 21, 1996
INTEREST ACCRUAL DATE:
August 21, 1996
TOTAL AMOUNT OF OID:
N/A
ORIGINAL YIELD TO MATURITY:
N/A
ISSUE PRICE: 100%
REDEMPTION PRICE: The Redemption Price at maturity with respect to each Yen
100,000,000 of a Note will be a percentage which equals the product of (i) 100
and (ii) (1 - N/12), rounded downward to the next whole Yen. N is a number
between 0 and 12, inclusive, equal to the number of Relevant Observations.
See "OTHER PROVISIONS."
INITIAL REDEMPTION DATE:
N/A
INITIAL REDEMPTION PERCENTAGE: N/A
ANNUAL REDEMPTION PERCENTAGE REDUCTION:
N/A
INITIAL ACCRUAL PERIOD OID:
N/A
INTEREST RATE:
7.00% per annum
INTEREST PAYMENT DATE:
Maturity Date
PAYING AGENT:
The Chase Manhattan Bank
(London Branch)
APPLICABILITY OF MODIFIED PAYMENT UPON ACCELERATION: N/A
IF YES, STATE ISSUE PRICE: N/A
OPTIONAL REPAYMENT DATE(S): N/A
DENOMINATIONS:
YEN 100,000,000
SPECIFIED CURRENCY:
Japanese Yen
CALCULATION AGENT:
Morgan Stanley & Co.
International
BUSINESS DAYS:
Tokyo, New York, London
ISIN: XS0068955227
COMMON CODE: 6895522
OTHER PROVISIONS:
OBSERVATION DATE.................... The third Tokyo Business Day prior to
the twenty-first calendar day of each
month from September 1996 to August
1997.
10 YEAR YEN SWAP RATE............... The 10 Year Yen Swap Rate (TSR) as
displayed on Telerate Page 17143 at
10:00 A.M., Tokyo time, on the relevant
Observation Date, as determined by the
Calculation Agent.
RELEVANT LOW OBSERVATIONS........... The number of Observation Dates on
which the 10 Year Yen Swap Rate is
determined to be less than 3.20%;
provided that if the 10 Year Yen Swap
Rate is determined to be equal to or
greater than 3.70% on any Observation
Date, the Relevant Low Observations
shall be deemed to be zero.
RELEVANT HIGH OBSERVATIONS.......... The number of Observation Dates on
which the 10 Year Yen Swap Rate is
determined to be greater than 4.05%;
provided that if the 10 Year Yen Swap
Rate is determined to be equal to or
less than the Downside Knock-out Level
(as defined below) on any Observation
Date, the Relevant High Observations
shall be deemed to be zero.
RELEVANT OBSERVATIONS............... The sum of Relevant Low Observations
and Relevant High Observations.
THE DOWNSIDE KNOCK-OUT LEVEL........ For each Observation Date shall be the
rate set forth opposite such
Observation Date below:
Downside Knock-out
Observation Date Level
---------------- ------------------
September1996 3.30%
October 1996 3.34%
November1996 3.38%
December1996 3.42%
January 1997 3.46%
February1997 3.50%
March 1997 3.54%
April 1997 3.58%
May 1997 3.62%
June 1997 3.66%
July 1997 3.70%
August 1997 3.74%
If the 10 Year Yen Swap Rate does not appear on Telerate Page 17143 or
if such Telerate Page is no longer available, the 10 Year Yen Swap Rate
shall be replaced by a rate for a ten-year interest rate swap transaction
in Japanese Yen as determined by the Calculation Agent at 10:00 A.M., Tokyo
time, on each relevant Observation Date.
Capitalized terms not defined above have the meanings given to such terms in
the accompanying Prospectus Supplement.
Morgan Stanley & Co.
International
