PROSPECTUS Dated January 24, 1997 Pricing Supplement No. 41 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-18005
Dated January 24, 1997 May 13, 1997
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: $75,000,000
Maturity Date: May 18, 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: May 16, 1997
Interest Payment Dates: Each February 18, May 18, August 18 and November 18
commencing August 18, 1997. 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
immediately preceding day that is a Business Day
Initial Interest Rate: To be determined on the first Business Day next
preceding the Original Issue Date
Base Rate: Federal Funds Rate
Index Maturity: 1-Day
CUSIP: 61745EKL4
Spread (Plus or Minus): Plus 0.15% per annum
Minimum Denomination: $1,000
Interest Payment Period: Quarterly
Specified Currency: U.S. Dollars
Issue Price: 100%
Settlement Date (Original Issue Date): May 16, 1997
Initial Interest Reset Date: May 17, 1997, or if such day is not a
Business Day, the next succeeding Business
Day
Interest Reset Dates: Each Business Day except the Business Day
immediately prior to each Interest Payment Date
Interest Reset Period: Daily
Interest Determination Dates: One Business Day prior to each Interest
Reset Date
Reporting Service: Telerate (Page 120 under the heading "Federal Funds
Effective Rate")
Book Entry Note or Certificated Note: Book Entry Note
Senior Note or Subordinated Note: Senior Note
Calculation Agent: The Chase Manhattan Bank
Capitalized terms not defined above have the meanings given to such terms
in the accompanying Prospectus Supplement.
MORGAN STANLEY & CO.
Incorporated
