PROSPECTUS Dated May 1, 1996 Pricing Supplement No. 56 to
Dated May 1, 1996 PROSPECTUS SUPPLEMENT
Registration Statement No. 333-01655
December 6, 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: $33,000,000
Maturity Date: December 11, 2001; 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: December 11, 1996
Interest Payment
Dates: Each March 11, June 11, September 11 and December 11,
commencing March 11, 1997. 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 next preceding
day that is a Business Day
Initial Interest Rate: 5.73516%
Base Rate: LIBOR
Index Maturity: 3 Months
Spread (Plus or Minus): Plus 0.20%
Minimum
Denomination: $1,000
Interest Payment
Period: Quarterly
Specified Currency: U.S. Dollars
Issue Price: 100%
Settlement Date
(Original Issue
Date): December 11, 1996
Initial Interest Reset
Date: March 11, 1997 or if such day is not a Business
Day, the next succeeding Business Day, except that
if such Business Day is in the next succeeding
calendar month, such Initial Interest Reset Date
shall be the next preceding day that is a Business
Day
Interest Reset Dates: Same as Interest
Payment Dates
Interest Reset Period: Quarterly
Interest Determination
Dates: Two London Banking Days prior to each Interest
Reset Date
Reporting Service: Telerate (Page 3750)
Book Entry Note or
Certificated Note: Book Entry Note
Senior Note or
Subordinated Note: Senior Note
Calculation Agent: The Chase Manhattan Bank
CUSIP: 61745EJE2
Capitalized terms not defined above have the meanings given to such terms in
the accompanying Prospectus Supplement.
MORGAN STANLEY & CO.
Incorporated
