PROSPECTUS Dated May 1, 1996 Pricing Supplement No. 55 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-01655
Dated May 2, 1996 Dated December 5, 1996
Rule 424(b)(3)
Morgan Stanley Group Inc.
GLOBAL MEDIUM-TERM NOTES, SERIES D
Euro Floating Rate Senior Bearer Notes Due December 2001
The Global Medium-Term Notes, Series D (Euro Floating Rate
Senior Bearer Notes Due December 2001) described in this Pricing Supplement
(the "Notes") will mature on the Maturity Date. The Notes will be redeemable
in whole, or in part, at the option of Morgan Stanley Group Inc. at par on the
Interest Payment Date in December 1998 and on each Interest Payment Date
thereafter, with 30 to 60 calendar days notice, and also 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 at the option of the holder.
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: U.S.$400,000,000
MATURITY DATE: The Interest Payment Date in December 2001
SETTLEMENT AND DATE OF ISSUANCE: December 19, 1996
ISSUE PRICE: 99.78%
SPECIFIED CURRENCY: U.S. Dollars
BASE RATE: LIBOR
INDEX MATURITY: 3 Months
SPREAD (PLUS OR MINUS): Plus 0.15% per annum
ALTERNATE RATE EVENT SPREAD: N/A
SPREAD MULTIPLIER: N/A
COMMON CODE: 007197195
ISIN: XS0071971955
INTEREST ACCRUAL DATE: December 19, 1996
INTEREST RESET PERIODS: The period from and including an Interest Payment
Date to but excluding the immediately succeeding Interest Payment Date
INTEREST RESET DATES: Each Interest Payment Date
INITIAL INTEREST RATE: To be determined 2 London Banking Days prior to the
date of issuance
INITIAL INTEREST RESET DATE: The Interest Payment Date next succeeding
December 19, 1996
MAXIMUM INTEREST RATE: N/A
MINIMUM INTEREST RATE: N/A
REDEMPTION DATES: Redeemable in whole, or in part, at the option of Morgan
Stanley Group Inc. upon 30 to 60 calendar days notice on the Interest
Payment Date in December 1998 and on each Interest Payment Date
thereafter
REDEMPTION PERCENTAGE: 100%
ANNUAL REDEMPTION PERCENTAGE REDUCTION: N/A
OPTIONAL REPAYMENT DATE(S): N/A
REFERENCE SCREEN: TELERATE 3750
CALCULATION AGENT: The Chase Manhattan Bank (London branch)
INDEX CURRENCY: U.S. Dollars
TOTAL AMOUNT OF OID: None
INTEREST PAYMENT DATES: Interest will be payable quarterly in arrears on
each day (each an "Interest Payment Date") that corresponds numerically
to the preceding Interest Payment Date (or in the case of the first
Interest Payment Date, the date of issuance) in the calendar month that
is three months after the previous Interest Payment Date (or in the case
of the first Interest Payment Date, the date of issuance) or if there is
not any such numerically corresponding date in such calendar month, the
Interest Payment Date shall be the last day that is a Business Day in
that month. In either case, if such date is not a Business Day then the
Interest Payment Date will be the next day which is a Business Day unless
it would thereby fall into the next calendar month in which case it will
be brought forward to the first preceding Business Day. If any Interest
Payment Date falls on the last Business Day of any month, each subsequent
Interest Payment Date shall be the last Business Day of the relevant
month.
ORIGINAL YIELD TO MATURITY: N/A
INITIAL ACCRUAL PERIOD OID: N/A
DENOMINATIONS: U.S. $10,000 or U.S. $100,000
Capitalized terms not defined above have the meanings given to
such terms in the accompanying Prospectus Supplement.
The Company has agreed to sell, and the underwriters named
below (the "Managers") have agreed to purchase, severally but not jointly, at
a Purchase Price of 99.53%, an aggregate of U.S. $400,000,000 principal
amount of the Notes. The Purchase Price equals the Issue Price to the public
of the Notes less a selling concession of .05% and a combined management and
underwriting commission of .20% of the principal amount of the Notes. The
Managers propose to offer the Notes directly to investors initially at the
issue price set forth on the cover page hereof. After the initial offering
of the Notes, the offering price and other selling terms may from time to time
be varied by the Managers.
MORGAN STANLEY & CO.
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