SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2 )
Morgan Stanley Global Opportunity Bond Fund Inc.
------------------------------------------------
(Name of Issuer)
Common Stock
-----------------------------------------------
(Title of class of securities)
61744R103
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(CUSIP number)
Check the following box if a fee is being paid with this statement [ ] (A
fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7).
The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the notes).
<PAGE>
SCHEDULE 13G
CUSIP No. 61744R103 PAGE 2 OF 9 PAGES
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Morgan Stanley Group Inc.
IRS # 13-283-8891
2. CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
The state of organization is Delaware.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
895,827 *
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
900,827
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
900,827
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
21.73%
12. TYPE OF REPORTING PERSON*
IA, CO
* SEE INSTRUCTIONS BEFORE FILLING OUT !
- ------------------
* Includes 489,870 shared representing approximately 11.82% of the class,
held by Bank Morgan Stanley AG, a fully licensed bank under the laws of
Switzerland, on behalf of its clients in the ordinary course of its
business as an investment advisor. Bank Morgan Stanley AG's holding is
separately reported as required on Scedule 13D.
<PAGE>
SCHEDULE 13G
CUSIP No. 61744R103 PAGE 3 OF 9 PAGES
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Morgan Stanley & Co. Incorporated
IRS # 13-265-5996
2. CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
The state of organization is Delaware.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
405,957
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
405,957
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
405,957
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.79%
12. TYPE OF REPORTING PERSON*
BD, CO
* SEE INSTRUCTIONS BEFORE FILLING OUT !
<PAGE>
CUSIP NO. 61744R103 PAGE 4 OF 9 PAGES
Item 1(a) Name of Issuer
--------------
Morgan Stanley Global Opportunity Bond Fund Inc.
Item 1(b) Address of issuer's principal executive offices
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1221 Avenue of the Americas
New York, New York 10020
Item 2(a) Name of person filing
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(a) Morgan Stanley Group Inc.
(b) Morgan Stanley & Co. Incorporated
Item 2(b) Principal business office
-------------------------
(a) 1585 Broadway
New York, New York 10036
(b) 1585 Broadway
New York, New York 10036
Item 2(c) Citizenship
-----------
Incorporated by reference to Item 4 of the cover
page pertaining to each reporting person.
Item 2(d) Title of class of Securities
----------------------------
Common Stock
Item 2(e) Cusip No.
---------
61744R103
Item 3 (a) Morgan Stanley Group Inc. is (e) an Investment Adviser
registered under section 203 of the Investment Advisers
Act of 1940.
(b) Morgan Stanley & Co. Incorporated is (a) a Broker-
Dealer registered under Section 15 of the
Securities Exchange Act of 1934.
Item 4 Ownership
---------
Incorporated by reference to Items (5) - (9) and (11)
of the cover page pertaining to each reporting person.
<PAGE>
CUSIP NO. 61744R103 PAGE 5 OF 9 PAGES
Item 5 Ownership of 5 Percent or Less of a Class
-----------------------------------------
Inapplicable
Item 6 Ownership of More than 5 percent on Behalf of Another Person
------------------------------------------------------------
Accounts managed on a discretionary basis by wholly-owned
subsidiaries of Morgan Stanley Group Inc., including Morgan
Stanley & Co. Incorporated and Bank Morgan Stanley AG, are
known to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from, the sale of
such securities. No such account holds more than 5 percent of
the class.
Item 7 Identification and Classification of the Subsidiary Which
the Security Being Reported on By the Parent Holding Company
------------------------------------------------------------
Inapplicable
Item 8 Identification and Classification of Members of the Group
---------------------------------------------------------
Inapplicable
Item 9 Notice of Dissolution of Group
------------------------------
Inapplicable
Item 10 Certification
-------------
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired
in the ordinary course of business and were not acquired
for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in
any transaction having such purpose or effect.
<PAGE>
CUSIP NO. 61744R103 PAGE 6 OF 9 PAGES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: January 9, 1996
Signature: /s/ Edward J. Johnsen / Vice President
Morgan Stanley & Co. Incorporated
----------------------------------------
MORGAN STANLEY GROUP INC.
Date: January 9, 1996
Signature: /s/ Edward J. Johnsen / Vice President
Morgan Stanley & Co. Incorporated
-----------------------------------------
MORGAN STANLEY & CO. INCORPORATED
INDEX TO EXHIBITS PAGE
----------------- ----
EXHIBIT 1 Agreement to Make a Joint Filing 7
EXHIBIT 2 Secretary's Certificate Authorizing Edward J.
Johnsen to Sign on behalf of Morgan Stanley Group
Inc.... 8
EXHIBIT 3 Secretary's Certificate Authorizing Edward J.
Johnsen to Sign on behalf of Morgan Stanley & Co.
Incorporated... 9
<PAGE>
CUSIP NO. 61744R103 PAGE 7 OF 9 PAGES
EXHIBIT 1 TO SCHEDULE 13G
January 9, 1996
MORGAN STANLEY GROUP INC. and MORGAN STANLEY & CO. INCORPORATED hereby
agree that, unless differentiated, this Schedule 13G is filed on behalf of
each of the parties.
MORGAN STANLEY GROUP INC.
BY: /s/ Edward J. Johnsen
---------------------------------------------------------------
Edward J. Johnsen /
Vice President Morgan Stanley & Co. Incorporated
MORGAN STANLEY & CO. INCORPORATED
BY: /s/ Edward J. Johnsen
---------------------------------------------------------------
Edward J. Johnsen /
Vice President Morgan Stanley & Co. Incorporated
<PAGE>
CUSIP NO. 61744R103 PAGE 8 OF 9 PAGES
EXHIBIT 2 TO SCHEDULE 13G
SECRETARY'S CERTIFICATE
I, Charlene R. Herzer, a duly elected and acting
Assistant Secretary of Morgan Stanley Group Inc., a corporation
organized and existing under the laws of the State of Delaware
(the "Corporation"), certify that the following resolutions were
duly and validly adopted by a Consent in Lieu of a Meeting of
the Executive Committee of the Board of Directors of the
Corporation dated as of October 19, 1995 and that such
resolutions are in full force and effect on the date hereof:
RESOLVED, that the resolutions adopted on
September 8, 1993 and April 17, 1995 relating to
signatories to certain reports to be filed with the
Securities and Exchange Commission (the "SEC") are
superseded in their entirety by these resolutions and
Stuart J. M. Breslow, Robert G. Koppenol and Edward J.
Johnsen are severally authorized and directed to sign
on behalf of the Corporation any reports to be filed
under Section 13 and Section 16 of the Securities
Exchange Act of 1934, as amended, and the rules and
regulations thereunder, with the Securities and
Exchange Commission, such authorizations to cease
automatically upon termination of employment with any
affiliate of the Corporation; and
RESOLVED FURTHER, that all actions heretofore
taken by Stuart J. M. Breslow, Robert G. Koppenol and
Edward J. Johnsen that are within the authority
conferred by the foregoing resolution are approved,
ratified and confirmed in all respects.
RESOLVED, that any and all actions to be taken,
caused to be taken or heretofore taken by any officer
of the Corporation in executing any and all documents,
agreements and instruments and in taking any and all
steps (including the payment of all expenses) deemed by
such officer as necessary or desirable to carry out the
intents and purposes of the foregoing resolutions are
authorized, ratified and confirmed.
IN WITNESS WHEREOF, I have hereunto set my name and
affixed the seal of the Corporation as of the 20th day of
October, 1995.
/s/ Charlene R. Herzer
-----------------------------
Charlene R. Herzer
Assistant Secretary
[SEAL]
<PAGE>
CUSIP 61744R103 Page 9 of 9 Pages
Exhibit 3 to Schedule 13G
SECRETARY'S CERTIFICATE
I, Charlene R. Herzer, the duly elected and acting
Assistant Secretary of Morgan Stanley & Co. Incorporated, a
corporation organized and existing under the laws of the State of
Delaware (the "Corporation"), certify that the following
resolutions were duly and validly adopted by the
Executive Commitee of the Board of Directors of the Corporation
by a Consent in Lieu of Meeting dated September 20, 1995 and that
such resolutions are in full force and effect on the date hereof:
RESOLVED, that the resolutions adopted on
September 16, 1993 relating to signatories on certain
reports to be filed with the Securities and Exchange
Commission (the "SEC") are superseded in their entirety
by these resolutions and Stuart J. M. Breslow, Robert
G. Koppenol and Edward J. Johnsen are severally
authorized and directed to sign on behalf of the
Corporation any reports to be filed under Section 13
and Section 16 of the Securities Exchange Act of 1934,
as amended, and the rules and regulations thereunder,
with the Securities and Exchange Commission, such
authorizations to cease automatically upon termination
of employment with the Corporation or any of its
affiliates; and
RESOLVED FURTHER, that any actions heretofore
taken by Stuart J. M. Breslow, Robert G. Koppenol and
Edward J. Johnsen in connection with the
responsibilities noted in the preceding resolution are
ratified, approved and confirmed.
IN WITNESS WHEREOF, I have hereunto set my name and
affixed the seal of the Corporation as of the 9th day of October,
1995.
/s/ Charlene R. Herzer
----------------------------
Charlene R. Herzer
Assistant Secretary
[SEAL]
