PROSPECTUS Dated May 1, 1996 Pricing Supplement No. 22 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-01655
Dated May 1, 1996 July 9, 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.
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<S> <C> <C> <C>
Principal Amount: $200,000,000 Interest Payment Quarterly
Period:
Maturity Date: July 15, 1997;
provided that if such Specified Currency: U.S. Dollars
day is not a Business
Day, the payment of Issue Price: 100%
principal and interest
will be made on the Settlement Date
next succeeding (Original Issue
Business Day, and no Date): July 15, 1996
interest on such
payment shall accrue Initial Interest Reset
for the period from and Date: July 16, 1996, or if
after the Maturity Date such day is not a
Business Day, the next
Interest Accrual succeeding Business
Date: July 15, 1996 Day
Interest Payment
Dates: The fifteenth day of Interest Reset Dates: Each Business Day
January, April, July
and October, Interest Reset Period: Daily
commencing October
15, 1996. If any such Interest Determination
day (other than the Dates: Two Business Days
Maturity Date) is not a prior to each Interest
Business Day, such Reset Date
Interest Payment Date
will be the next Reporting Service: Telerate (Page 120
succeeding Business under the heading
Day, except that if "Federal Funds
such Business Day is in Effective Rate")
the next succeeding Book Entry Note or
calendar month, such Certificated Note:
Interest Payment Date Book Entry Note
shall be the
immediately preceding Senior Note or
day that is a Subordinated Note:
Business Day Senior Note
Initial Interest Rate: To be determined on Calculation Agent:
the second Business Chemical Bank
Day next preceding
the Original Issue
Date
Base Rate:
Federal Funds Rate
Index Maturity:
1-Day
Spread (Plus or
Minus): Plus 0.175% per annum
Minimum $1,000
Denomination:
Other Provisions:
Recent Developments - Legal Proceedings: On June 11, 1996, an adversary
proceeding was commenced by Orange County, California
and its Treasurer-Tax Collector against Morgan Stanley
in the United States Bankruptcy Court for the Central
District of California in County of Orange and
Moorlach v. Morgan Stanley & Co., Inc. The adversary
proceeding is related to Orange County's Chapter 9
bankruptcy proceeding pending before the same court.
The complaint asserts that Orange County, acting
through its former Treasurer-Tax Collector, entered
into various reverse repurchase agreements and other
transactions with Morgan Stanley which were beyond the
County's authority or ultra vires and, therefore,
void. The complaint also asserts that Morgan Stanley
allowed Orange County to enter into unsuitable
transactions. In addition, the complaint alleges that
Morgan Stanley violated the automatic stay provisions
of the Bankruptcy Code when it liquidated the County's
collateral and closed out certain reverse repurchase
transactions subsequent to the County's December 6,
1994 bankruptcy filing. The complaint asserts claims
based on ultra vires, setoff, equitable subordination,
restitution, enforcement of the automatic stay,
avoidance of post-petition transfers and negligence
and seeks compensatory damages in an unspecified
amount, declaratory and injunctive relief,
restitution, interest, various costs and attorney's
fees.
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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
