Amendment No. 1 to
PROSPECTUS Dated May 1, 1996 Pricing Supplement No. 60 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-01655
Dated May 2, 1996 Dated January 13, 1997
Rule 424(b)(3)
Morgan Stanley Group Inc.
GLOBAL MEDIUM-TERM NOTES, SERIES D
Euro Floating Rate Senior Bearer Notes Due September 2001
The Global Medium-Term Notes, Series D (Euro Floating Rate
Senior Bearer Notes Due September 2001) 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: Pound Sterling13,000,000
INTEREST ACCRUAL DATE: January 17, 1997
INTEREST PAYMENT DATES: Each March 17, June 17, September 17 and December
17, commencing March 17, 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
REDEMPTION PERCENTAGE
AT MATURITY: 100.00%
INITIAL REDEMPTION DATE: N/A
CALCULATION AGENT: The Chase Manhattan Bank (London Branch)
SPECIFIED CURRENCY: U.K. Sterling
INITIAL REDEMPTION
PERCENTAGE: N/A
PAYING AGENT: The Chase Manhattan Bank (London Branch)
BASE RATE: LIBOR
ANNUAL REDEMPTION
PERCENTAGE REDUCTION: N/A
INDEX CURRENCY: U.K. Sterling
INDEX MATURITY: 3 months
OPTIONAL REPAYMENT
DATE(S): N/A
TOTAL AMOUNT OF OID: None
SPREAD (PLUS OR MINUS): Plus 0.15% per annum
MATURITY DATE: September 17, 2001; 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.
INITIAL INTEREST RATE: To be determined on the date of issuance based on 2
month LIBOR.
INITIAL INTEREST
RESET DATE: March 17, 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.
REPORTING SERVICE: TELERATE 3750
ORIGINAL YIELD TO
MATURITY: N/A
ALTERNATE RATE EVENT
SPREAD: N/A
INITIAL ACCRUAL
PERIOD OID: N/A
INTEREST PAYMENT PERIOD: Quarterly
SETTLEMENT AND ISSUE
DATE: January 17, 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.
ISSUE PRICE: 100%
MINIMUM INTEREST RATE: N/A
INTEREST RESET DATES: Each Interest Payment Date
DENOMINATIONS: Pound Sterling 500,000
SPREAD MULTIPLIER: N/A
COMMON CODE: 7286724
ISIN: XS0072867244
Capitalized terms not defined above have the meanings given to such terms in
the accompanying Prospectus Supplement.
MORGAN STANLEY & CO.
International