+PROSPECTUS Dated January 24, 1997 Pricing Supplement No. 5 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-18005
Dated January 24, 1997 February 21, 1997
Rule 424(b)(3)
Morgan Stanley Group Inc.
MEDIUM-TERM NOTES, SERIES C
Senior Fixed Rate Notes
The Fixed Rate 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 Fixed Rate Notes will be redeemable in whole, but not in
part, at the option of Morgan Stanley Group Inc. upon 30 to 35 calendar days
notice on any February 28 or August 28, commencing February 28, 1999.
Principal Amount: $20,000,000
Maturity Date: February 28, 2012
Interest Rate: 7.25% per annum
Interest Accrual Date: February 28, 1997
Interest Payment Dates: The 28th day of each month, commencing March 28, 1997
Redemption Dates: Redeemable in whole, but not in part, at the option of
Morgan Stanley Group Inc. upon 30 to 35 calendar days
notice on any February 28 or August 28, commencing
February 28, 1999
Minimum Denomination: $1,000
Redemption Percentage: 100%
Annual Redemption Percentage Reduction: N/A
Interest Payment Period: Monthly
Specified Currency: U.S. Dollars
Issue Price: 100%
Settlement Date (Original Issue Date): February 28, 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: 61745EJS1
Capitalized terms not defined above have the meanings given to such terms in
the accompanying Prospectus Supplement.
MORGAN STANLEY & CO.
Incorporated
