PROSPECTUS Dated January 24, 1997 Pricing Supplement No. 3 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 Floating Rate Notes
The Medium-Term Notes, Series C (Senior Floating Rate Notes)
described in this Pricing Supplement (the "Notes") will mature on the Maturity
Date and will not be redeemable at the option of Morgan Stanley Group Inc.
prior to the Maturity Date. 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: $75,000,000
Maturity Date: February 1, 2000; provided that if such day is not a
Business Day, the payment of principal and interest will be
made on the next succeeding Business Day, and no interest on
such payment shall accrue for the period from and after the
Maturity Date
Interest Accrual Date: January 30, 1997
Interest Payment Dates: Each January 30, April 30, July 30 and October 30,
commencing April 30, 1997; provided that the final
Interest Payment Date will be the Maturity Date.
If any such day (other than the Maturity Date) is
not a Business Day, such Interest Payment Date
will be the next succeeding Business Day, except
that if such Business Day is in the next
succeeding calendar month, such Interest Payment
Date shall be the next preceding day that is a
Business Day
Initial Interest Rate: To be determined 2 London Banking days prior to the
date of issuance
Base Rate: LIBOR
Index Maturity: 3 Months
Spread (Plus or Minus): Plus .08%
Minimum Denomination: $1,000
Interest Payment Period: Quarterly
Specified Currency: U.S. Dollars
Issue Price: 100%
Settlement Date (Original Issue Date): January 30, 1997
Initial Interest Reset Date: April 30, 1997, or if such day is not a
Business Day, the next succeeding Business
Day, except that if such Business Day is in
the next succeeding calendar month, such
Initial Interest Reset Date shall be the next
preceding day that is a Business Day
Interest Reset Dates: Same as Interest Payment Dates
Interest Reset Period: Quarterly
Interest Determination Dates: Two London Banking Days prior to each
Interest Reset Date
Reporting Service: Telerate (Page 3750)
Book Entry Note or Certificated Note: Book Entry Note
Senior Note or Subordinated Note: Senior Note
Calculation Agent: The Chase Manhattan Bank
CUSIP: 61745EJQ5
Capitalized terms not defined above have the meanings given to such terms in
the accompanying Prospectus Supplement.
MORGAN STANLEY & CO.
Incorporated
