PROSPECTUS Dated Janurary 24, 1997 Pricing Supplement No. 28 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-18005
Dated January 24, 1997 April 7, 1997
Rule 424(b)(3)
Morgan Stanley Group Inc.
MEDIUM-TERM NOTES, SERIES C
Senior Fixed Rate Notes
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The Medium-Term Notes, Series C (Senior Fixed Rate Notes) (the
"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 Notes will not be redeemable at the
option of Morgan Stanley Group Inc. prior to the Maturity Date.
Principal Amount: $25,000,000
Maturity Date: December 15, 1999
Interest Rate: 6.815% per annum
Interest Accrual Date: April 10, 1997
Interest Payment Dates: Each September 15 and March 15, commencing
September 15, 1997, and on the Maturity Date
Minimum Denomination: $1,000
Redemption Percentage: 100%
Redemption Dates: N/A
Annual Redemption Percentage Reduction: N/A
Interest Payment Period: Semi-annually
Specified Currency: U.S. Dollars
Issue Price: 100%
Settlement Date (Original Issue Date): April 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: 61745EKC4
Capitalized terms not defined above have the meanings given to
such terms in the accompanying Prospectus Supplement.
MORGAN STANLEY & CO.
Incorporated
