PROSPECTUS Dated January 24, 1997 Pricing Supplement No. 40 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-18005
Dated January 24, 1997 May 13, 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: $100,000,000
Maturity Date: May 18, 1998; 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: May 16, 1997
Interest Payment Dates: The eighteenth day of each month, commencing June
18, 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 two London Banking Days prior to the
date of issuance
Base Rate: LIBOR
Index Maturity: 1 Month
Spread (Plus or Minus): Minus .03% per annum
Minimum Denomination: $1,000
Interest Payment Period: Monthly
Specified Currency: U.S. Dollars
Issue Price: 100%
Settlement Date (Original Issue Date): May 16, 1997
Initial Interest Reset Date: June 18, 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: Monthly
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
Business Days: London, New York
CUSIP: 61745EKK6
Capitalized terms not defined above have the meanings given to such terms in
the accompanying Prospectus Supplement.
MORGAN STANLEY & CO.
Incorporated
