SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15
Certification and Notice of Termination of Registration
under Section 12(g) of the Securities Exchange Act of 1934
or Suspension of Duty to File Reports under Section 13
and 15(d) of the Securities Exchange Act of 1934
Commission File Number 1-9085
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Morgan Stanley Group Inc.
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(Exact name of registrant as specified in its charter)
1585 Broadway
New York, New York 10036 (212) 761-4000
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(Address, including zip code and telephone number, including area code, of
registrant's principal executive offices)
7.82% Capital Units; 7.80% Capital Units; 9.00% Capital Units;
8.40% Capital Units;
8.20% Capital Units; 8.03% Capital Units*
6 1/2% PERQS(SM) due July 1, 1997; 6% PERQS(SM) due October 1,
1997; 7% PERQS(SM) due November 15, 1997; 6% PERQS(SM) due February 16, 1999+
Medium-Term Notes, Series C (Senior Fixed Rate Notes) Exchangeable Notes
due September 30, 2000;++
Medium-Term Notes, Series C (Senior Fixed
Rate Notes) Exchangeable Notes due December 31, 2001;++
Medium-Term Notes, Series C (Senior Fixed Rate Notes) 2% Exchangeable Notes due
March 29, 2002++
PEEQS(SM) due May 1, 2001+++
AMEX Hong Kong 30 Index(SM) Call Warrants Expiring October 3, 1997
Medium-Term Notes, Series C (1 1/4% Senior Fixed Rate Notes)
Nikkei 225 Protection Step-Up Exchangeable Notes due July 31, 2003
Nikkei 225 Index Call Warrants Expiring August 15, 1997
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(Title of each class of securities covered by
this Form)
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* Each Capital Unit consists of (a) a Subordinated Debenture (of the same
rate) of Morgan Stanley Finance plc guaranteed by Morgan Stanley Group
Inc. ("Morgan Stanley") and (b) a related purchase contract of Morgan
Stanley requiring the holder to purchase one Depositary Share
representing shares (or fractional shares) of Morgan Stanley's
Cumulative Preferred Stock (of the same rate), $200 stated value.
+ "Performance Equity-linked Redemption Quarterly-pay Securities." The
issue price and amount payable at maturity with respect to the PERQS
are based on the share price of certain non-affiliated companies.
++ Notes which are exchangeable on a defined date for equity securities
of certain non-affiliated companies.
+++ "Protected Exchangeable EQuity-linked Securities." Principal protected
notes which are exchangeable for cash based on the value of the S&P 500
Index.
None
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(Title of all other classes of securities for which a duty
to file reports under Section 13(a) or 15(d) remains)
<PAGE>
2
Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:
Rule 12g-4(a)(1)(i) / / Rule 12h-3(b)(1)(ii) / /
Rule 12g-4(a)(1)(ii) / / Rule 12h-3(b)(2)(i) / /
Rule 12g-4(a)(2)(i) / / Rule 12h-3(b)(2)(ii) / /
Rule 12g-4(a)(2)(ii) / / Rule 15d-6 / /
Rule 12h-3(b)(1)(i) /X/
Approximate number of holders of record as of the certification or
notice date: 0
There are no holders of record of each class of securities listed
above as of the date hereof. Effective as of May 31, 1997, Morgan Stanley merged
with and into Dean Witter, Discover & Co., and in connection therewith, all of
the obligations of Morgan Stanley with respect to the above-referenced
securities were assumed by the surviving corporation in the merger, which was
renamed "Morgan Stanley, Dean Witter, Discover & Co."
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, Morgan Stanley, Dean Witter, Discover & Co. (as successor to Morgan
Stanley) has caused this certification/notice to be signed on its behalf by the
undersigned duly authorized person.
MORGAN STANLEY, DEAN WITTER, DISCOVER & CO.
DATE: June 2, 1997 BY: /s/ Martin M. Cohen
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Name: Martin M. Cohen
Title: Assistant Secretary
