PROSPECTUS Dated May 1, 1996 Pricing Supplement No. 39 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-01655
Dated May 1, 1996 September 17, 1996
Rule 424(b)(3)
Morgan Stanley Group Inc.
MEDIUM-TERM NOTES, SERIES C
Senior Fixed Rate Notes
The Fixed Rate Notes, as further described below and in the Prospectus
Supplement under "Description of Notes -- Fixed Rate Notes," will bear
interest from the date of issuance until the principal amount thereof is paid
or made available for payment at the rate set forth below.
The Fixed Rate Notes will be redeemable in whole, but not in part, at the
option of Morgan Stanley Group Inc. upon 30 to 35 calendar days notice on any
April 7 or October 7, commencing October 7, 1998.
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<S> <C>
Principal Amount: $10,000,000
Maturity Date: October 7, 2011
Interest Rate: 7.75% per annum
Interest Accrual
Date: October 7, 1996
Interest Payment
Dates: Each April 7 and October 7, commencing April 7, 1997
Redemption Dates: Redeemable in whole, but not in part, at the option of Morgan Stanley Group
Inc. upon 30 to 35 calendar days notice on any April 7 or October 7,
commencing October 7, 1998
Minimum
Denomination: $1,000
CUSIP: 61745ELC3
Redemption
Percentage: 100%
Annual Redemption
Percentage
Reduction: N/A
Interest Payment
Period: Semi-annually
Specified Currency: U.S. Dollars
Issue Price: 100%
Settlement Date
(Original Issue
Date): October 7, 1996
Book Entry Note or
Certificated Note: Book Entry Note
Senior Note or
Subordinated Note: Senior Note
Total Amount of OID: N/A
Original Yield to
Maturity: N/A
Initial Accrual
Period OID: N/A
Trustee: The Chase Manhattan Bank
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Capitalized terms not defined above have the meanings given to such terms in
the accompanying Prospectus Supplement.
MORGAN STANLEY & CO.
Incorporated
