_____________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 23, 1996
MORGAN STANLEY GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware 1-9085 13-2838811
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1585 Broadway, New York, New York 10036
(Address of principal executive offices including zip code)
Registrant's telephone number, including area code: (212) 761-4000
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Item 7(c). Exhibits
8.2 Tax Opinion of Davis Polk & Wardwell, dated January 23, 1996,
relating to the registrant's Mandatorily Exchangeable Notes due
February 2, 1998, mandatorily exchangeable for shares of common
stock of Citicorp, as described in Pricing Supplement No. 33
dated January 23, 1996 to the Prospectus Supplement dated March
29, 1995 and the Prospectus dated March 29, 1995 related to
Registration Statement No. 33-57833.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MORGAN STANLEY GROUP INC.
Registrant
/s/ Patricia A. Kurtz
______________________
Patricia A. Kurtz
Assistant Secretary
Date: January 30, 1996
Index to Exhibits
_________________
Exhibit No. Description
__________ ___________
8.2 Tax Opinion of Davis Polk & Wardwell,
dated January 23, 1996, relating to the
registrant's Mandatorily Exchangeable
Notes due February 2, 1998, mandatorily
exchangeable for shares of common stock of
Citicorp, as described in Pricing
Supplement No. 33 dated January 23, 1996
to the Prospectus Supplement dated March
29, 1995 and the Prospectus dated March
29, 1995 related to Registration Statement
No. 33-57833.
Exhibit 8.2
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 450-4571
January 23, 1996
Morgan Stanley Group Inc.
1585 Broadway
New York, NY 10036
Re: Morgan Stanley Group Inc. Mandatorily
Exchangeable Notes Due February 2, 1998
_______________________________________
Dear Sirs:
We have acted as special tax counsel for Morgan Stanley Group Inc.
(the "Company") in connection with the issuance of the Company's $100,000,000
aggregate principal amount of Mandatorily Exchangeable Notes due February 2,
1998, mandatorily exchangeable for shares of common stock of Citicorp (the
"Notes"). In our opinion, the discussion set forth under the caption "United
States Federal Taxation" in the pricing supplement dated January 23, 1996
relating to the Notes (the "Pricing Supplement"), to the extent such
discussion contains legal conclusions, constitutes an accurate statement of
current United States Federal income tax law, subject to the limitations noted
in such discussion or incorporated therein by reference.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement relating to the offering of the Notes. We also consent
to the use of our name under the caption "United States Federal Taxation" in
the Pricing Supplement.
Very truly yours,
Davis Polk & Wardwell
