SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)*
Under the Securities Exchange Act of 1934
MORGAN STANLEY GROUP INC.
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(Name of Issuer)
Common Stock, Par Value $1.00 Per Share
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(Title of Class of Securities)
617446 10 9
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(CUSIP Number)
Christine A. Edwards
Executive Vice President, General Counsel and Secretary
Dean Witter, Discover & Co.
Two World Trade Center
66th Floor
New York, New York 10048
(212) 392-2222
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
May 31, 1997
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4),
check the following box |_|.
* This represents the final amendment.
(Continued on following pages)
<PAGE>
CUSIP NO. 617446 10 9 13D
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1 NAME OF REPORTING PERSON
Dean Witter, Discover & Co.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
36-3145972
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a)[ ]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS *
WC, BK, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF None
SHARES ----------------------------------------------------
BENEFICIALLY
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING None
PERSON WITH ----------------------------------------------------
9 SOLE DISPOSITIVE POWER
None
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES * [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14 TYPE OF REPORTING PERSON *
HC; CO
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* SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
This Amendment No. 1 amends the Statement on Schedule 13D filed
with the Securities and Exchange Commission on February 14, 1997 (the
"Schedule 13D") by Dean Witter, Discover & Co. ("Dean Witter
Discover"). This Amendment No. 1 is filed with respect to the shares
of Common Stock, par value $1.00 per share (the "Issuer Common
Stock"), of Morgan Stanley Group Inc. (the "Issuer"). Unless otherwise
defined herein, all capitalized terms shall have the meanings ascribed
to them in the Schedule 13D.
Item 5 of the Schedule 13D is hereby amended in its entirety to
read as follows:
Item 5. Interest in Securities of the Issuer.
The merger (the "Merger") of the Issuer with and into Dean Witter
Discover was consummated and became effective on May 31, 1997. The
Option granted by the Issuer to Dean Witter Discover, pursuant to
which Dean Witter Discover had the right, upon the occurrence of
certain events, to purchase from the Company up to 31,506,582 shares
of Issuer Common Stock (or such other number of shares of Issuer
Common Stock as at the time of exercise equaled 19.9% of the then
outstanding shares of Issuer Common Stock) for $62.906 per share,
terminated at the effective time of the Merger.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Schedule 13D
is true, complete and accurate.
May 31, 1997 DEAN WITTER, DISCOVER & CO.
By: /s/ Michael T. Gregg
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Name: Michael T. Gregg
Title: Senior Vice President
