PROSPECTUS Dated May 1, 1996 Pricing Supplement No. 66 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-01655
Dated May 2, 1996 Dated January 15, 1997
Rule 424(b)(3)
Morgan Stanley Group Inc.
GLOBAL MEDIUM-TERM NOTES, SERIES D
Euro Floating Rate Senior Bearer Notes Due January 2000
The Global Medium-Term Notes, Series D (Euro Floating Rate
Senior Bearer Notes Due January 2000) described in this Pricing Supplement
(the "Notes") will mature on the Maturity Date. The Notes will not be
redeemable at the option of Morgan Stanley Group Inc. prior to the Maturity
Date other than under the circumstances described under "Description of
Notes--Tax Redemption" in the accompanying Prospectus Supplement.
The Notes will be issued only in bearer form, which form is
further described under "Description of Notes--Forms, Denominations, Exchange
and Transfer" in the accompanying Prospectus Supplement. Notes in bearer form
will not be exchangeable at any time for Notes in registered form at the
option of the holder.
The Global Medium-Term Notes, Series D of the Company,
including the Notes, have been listed on the London Stock Exchange Limited
(the "London Stock Exchange").
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: $50,000,000
INTEREST ACCRUAL DATE: January 24, 1997
INTEREST PAYMENT DATES: Each January 24, April 24, July 24 and October 24,
commencing April 24, 1997 (each an "Interest Payment Date"); provided
that if any such day (other than the Maturity Date) is not a Business
Day, such Interest Payment Date will be the next succeeding day that is a
Business Day, unless such succeeding Business Day falls in the next
succeeding calendar month, in which case such Interest Payment Date will
be the immediately preceding day that is a Business Day
MATURITY DATE: January 24, 2000; provided that if such day is not a Business
Day, the Maturity Date will be the next succeeding day that is a Business
Day, and no interest shall accrue for the period from and after the
Maturity Date.
ANNUAL REDEMPTION PERCENTAGE REDUCTION: N/A
INDEX CURRENCY: U.S. Dollars
INDEX MATURITY: 3 months
OPTIONAL REPAYMENT DATE(S): N/A
TOTAL AMOUNT OF OID: None
SPREAD (PLUS OR MINUS): Plus 0.125% per annum
INITIAL INTEREST RATE: To be determined 2 London Banking Days prior to the
date of issuance.
INITIAL INTEREST RESET DATE: April 24, 1997; provided that if such day is not
a Business Day, such Initial Interest Reset Date
will be the next succeeding day that is a Business
Day, unless such succeeding Business Day falls in
the next succeeding calendar month, in which case
such Initial Interest Reset Date will be the
immediately preceding day that is a Business Day.
INTEREST PAYMENT PERIOD: Quarterly
SETTLEMENT AND ISSUE DATE: January 24, 1997
MAXIMUM INTEREST RATE: N/A
INTEREST RESET PERIODS: The period from and including an Interest Reset Date
to but excluding the immediately succeeding Interest Reset Date.
REPORTING SERVICE: TELERATE 3750
ORIGINAL YIELD TO MATURITY: N/A
ALTERNATE RATE EVENT SPREAD: N/A
INITIAL ACCRUAL PERIOD OID: N/A
ISSUE PRICE: 99.932%
MINIMUM INTEREST RATE: N/A
INTEREST RESET DATES: Each Interest Payment Date
REDEMPTION PERCENTAGE AT MATURITY: 100.00%
INITIAL REDEMPTION DATE: N/A
CALCULATION AGENT: The Chase Manhattan Bank (London Branch)
SPECIFIED CURRENCY: U.S. Dollars
INITIAL REDEMPTION PERCENTAGE: N/A
PAYING AGENT: The Chase Manhattan Bank (London Branch)
BASE RATE: LIBOR
DENOMINATIONS: $500,000
SPREAD MULTIPLIER: N/A
COMMON CODE: 7299605
ISIN: XS0072996050
Capitalized terms not defined above have the meanings given to such terms in
the accompanying Prospectus Supplement.
MORGAN STANLEY & CO.
International
