PROSPECTUS Dated May 1, 1996 Pricing Supplement No. 58 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-01655
Dated May 1, 1996 December 20, 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: $100,000,000
Maturity Date: December 28, 1998; 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 26, 1996
Interest Payment
Dates: Each March 26, June 26, September 26 and December 26,
commencing March 26, 1997; provided that the final Interest
Payment Date will be the Maturity Date. 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: 5.66375%
Base Rate: LIBOR
Index Maturity: 3 Months
Spread (Plus or
Minus): Plus 0.07%
Minimum
Denomination: $1,000
Interest Payment
Period: Quarterly
Specified
Currency: U.S. Dollars
Issue Price: 100%
Settlement Date
(Original Issue
Date): December 26, 1996
Initial Interest
Reset Date: March 26, 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: 61745EJG7
Capitalized terms not defined above have the meanings given to such terms in
the accompanying Prospectus Supplement.
MORGAN STANLEY & CO.
Incorporated
