PROSPECTUS Dated January 24, 1997 Pricing Supplement No. 1 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-18005
Dated January 24, 1997 January 27, 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 10 or August 10, commencing February 10, 1999.
Principal Amount: $10,000,000
Maturity Date: February 10, 2012
Interest Rate: 7.625% per annum
Interest Accrual Date: February 10, 1997
Interest Payment Dates: The 10th day of each month, commencing March 10, 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 10 or August 10, commencing
February 10, 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 10, 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: 61745EJN2
Capitalized terms not defined above have the meanings given to such terms in
the accompanying Prospectus Supplement.
MORGAN STANLEY & CO.
Incorporated
