PROSPECTUS Dated May 1, 1996 Pricing Supplement No. 65 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-01655
Dated May 1, 1996 January 14, 1997
Rule 424(b)(3)
Morgan Stanley Group Inc.
MEDIUM-TERM NOTES, SERIES C
Senior Fixed Rate Notes
The Medium-Term Notes, Series C (Senior Fixed Rate Notes) (the
"Notes"), as further described below and in the Prospectus Supplement under
"Description of Notes --Fixed Rate Notes," will bear interest from the date of
issuance until the principal amount thereof is paid or made available for
payment at the rate set forth below. The Notes will not be redeemable at the
option of Morgan Stanley Group Inc. prior to the Maturity Date.
Principal Amount: $50,000,000
Maturity Date: January 18, 2000
Interest Rate: 6.375% per annum
Interest Accrual Date: January 17, 1997
Interest Payment Dates: Each January 18 and July 18,
commencing July 18, 1997
Minimum Denomination: $1,000
Redemption Percentage: 100%
Redemption Dates: N/A
Annual Redemption Percentage Reduction: N/A
Interest Payment Period: Semi-annually
Specified Currency: U.S. Dollars
Issue Price: The Company has agreed to sell,
and the Agent has agreed to buy,
$50,000,000 principal amount of
Notes. Such Notes will be
resold to investors at
prevailing market prices as
determined by the Agent at
the time of resale.
Settlement Date (Original Issue Date): January 17, 1997
Book Entry Note or Certificated Note: Book Entry Note
Senior Note or Subordinated Note: Senior Note
Total Amount of OID: N/A
Original Yield to Maturity: N/A
Initial Accrual Period OID: N/A
Trustee: The Chase Manhattan Bank
CUSIP: 61745EJL6
Capitalized terms not defined above have the meanings given to
such terms in the accompanying Prospectus Supplement.
MORGAN STANLEY & CO.
Incorporated
