8-K

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                                   FORM 8-K

                                CURRENT REPORT



                      Pursuant to Section 13 or 15(d) of
                      the Securities Exchange Act of 1934



               Date of Report (Date of earliest event reported):
                                April 4, 1995



                           MORGAN STANLEY GROUP INC.

            (Exact name of registrant as specified in its charter)



        DELAWARE                1-9085            13-2838811
    (State or other          (Commission       (I.R.S. Employer
    jurisdiction of          File Number)       Identification
     incorporation)                                Number)


          1251 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK  10020
        (Address of principal executive offices including zip code)


                              (212) 703-4000
                      (Registrant's telephone number
                           including area code)


ITEM 5.  OTHER EVENTS

               Attached and incorporated herein by reference as Exhibits 1-a
and 1-b, respectively, are the Form of U.S. Distribution Agreement and
the Form of Euro Distribution Agreement, as Exhibits 4-a through 4-aa the
Forms of Notes and as Exhibits 8-a, 8-b, 23-a and 23-b, respectively, the
Opinions re Tax Matters of Shearman & Sterling and the consents relating
thereto, all in connection with the issuance from time to time by Morgan
Stanley Group Inc. of Global Medium-Term Notes, Series C, D and E.

ITEM 7(C).  EXHIBITS

1-a.      Form of U.S. Distribution Agreement.
1-b.      Form of Euro Distribution Agreement.
4-a.      Form of Fixed Rate Senior Note.
4-b.      Form of Fixed Rate Subordinated Note.
4-c.      Form of Principal Exchange Rate Linked Security (PERLS) Note.
4-d.      Form of Reverse PERLS Note.
4-e.      Form of Multicurrency PERLS Note.
4-f.      Form of Fixed Rate Amortizing Senior Note.
4-g.      Form of Floating Rate Senior Note.
4-h.      Form of Floating Rate Subordinated Note.
4-i.      Form of Senior Variable Rate Renewable Note.
4-j.      Form of Subordinated Variable Rate Renewable Note.
4-k.      Form of Senior Dollarized Yield Curve Note (Bond Basis).
4-l.      Form of Senior Dollarized Yield Curve Note (Money Market Basis).
4-m.      Form of Senior Dollarized Bull Note.
4-n.      Form of Floating/Fixed Rate Senior Note.
4-o.      Form of S&P Indexed (BULL) Note.
4-p.      Form of S&P Indexed (BEAR) Note.
4-q.      Form of Temporary Global Fixed Rate Senior Bearer Note.
4-r.      Form of Permanent Global Fixed Rate Senior Bearer Note.
4-s.      Form of Euro Fixed Rate Senior Bearer Note.
4-t.      Form of Euro Fixed Rate Senior Registered Note.
4-u.      Form of Euro Fixed Rate Subordinated Registered Note.
4-v.      Form of Temporary Global Floating Rate Senior Bearer Note.
4-w.      Form of Permanent Global Floating Rate Senior Bearer Note.
4-x.      Form of Permanent Global Senior Bull Note.
4-y.      Form of Definitive Floating Rate Senior Bearer Note.
4-z.      Form of Temporary Global Senior ECU Puttable Floating Rate Note.
4-aa.     Form of Permanent Global Senior ECU Puttable Floating Rate Note.
8-a.      Opinion re Tax Matters of Shearman & Sterling.
8-b.      Opinion re Tax Matters of Shearman & Sterling.
23-a.     Consent of Shearman & Sterling (see the third paragraph of
                                          Exhibit 8-a).
23-b.     Consent of Shearman & Sterling (see the third paragraph of
                                          Exhibit 8-b).


                                  SIGNATURES

               Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.


                                       MORGAN STANLEY GROUP INC.
                                       (Registrant)



Date:  April 4, 1995                  By: /s/ Patricia A. Kurtz
                                          _______________________
                                          Patricia A. Kurtz
                                          Assistant Secretary



                                 EXHIBIT INDEX


Exhibit
Number       Description
_______      ___________

1-a.         Form of U.S. Distribution Agreement.
1-b.         Form of Euro Distribution Agreement.
4-a.         Form of Fixed Rate Senior Note.
4-b.         Form of Fixed Rate Subordinated Note.
4-c.         Form of Principal Exchange Rate Linked Security (PERLS) Note.
4-d.         Form of Reverse PERLS Note.
4-e.         Form of Multicurrency PERLS Note.
4-f.         Form of Fixed Rate Amortizing Senior Note.
4-g.         Form of Floating Rate Senior Note.
4-h.         Form of Floating Rate Subordinated Note.
4-i.         Form of Senior Variable Rate Renewable Note.
4-j.         Form of Subordinated Variable Rate Renewable Note.
4-k.         Form of Senior Dollarized Yield Curve Note (Bond Basis).
4-l.         Form of Senior Dollarized Yield Curve Note (Money Market Basis).
4-m.         Form of Senior Dollarized Bull Note.
4-n.         Form of Floating/Fixed Rate Senior Note.
4-o.         Form of S&P Indexed (BULL) Note.
4-p.         Form of S&P Indexed (BEAR) Note.
4-q.         Form of Temporary Global Fixed Rate Senior Bearer Note.
4-r.         Form of Permanent Global Fixed Rate Senior Bearer Note.
4-s.         Form of Euro Fixed Rate Senior Bearer Note.
4-t.         Form of Euro Fixed Rate Senior Registered Note.
4-u.         Form of Euro Fixed Rate Subordinated Registered Note.
4-v.         Form of Temporary Global Floating Rate Senior Bearer Note.
4-w.         Form of Permanent Global Floating Rate Senior Bearer Note.
4-x.         Form of Permanent Global Senior Bull Note.
4-y.         Form of Definitive Floating Rate Senior Bearer Note.
4-z.         Form of Temporary Global Senior ECU Puttable Floating Rate Note.
4-aa.        Form of Permanent Global Senior ECU Puttable Floating Rate Note.
8-a.         Opinion re Tax Matters of Shearman & Sterling.
8-b.         Opinion re Tax Matters of Shearman & Sterling.
23-a.        Consent of Shearman & Sterling (see the third paragraph of
                                             Exhibit 8-a).
23-b.        Consent of Shearman & Sterling (see the third paragraph of
                                             Exhibit 8-b).

EX-1.A

                                                                 EXHIBIT 1-a

                         MORGAN STANLEY GROUP INC.


                            $[                ]


                    Global Medium-Term Notes, Series C


                 Due More than 9 Months from Date of Issue


                        U.S. DISTRIBUTION AGREEMENT



                                               ______________, 19__


Morgan Stanley & Co. Incorporated
1251 Avenue of the Americas
New York, New York 10020

Dear Sirs:

               Morgan Stanley Group Inc., a Delaware corporation (the
"Company"), confirms its agreement with you with respect to the issue and
sale from time to time by the Company of up to $[ ](or the equivalent
thereof in one or more foreign currencies or composite currencies)
aggregate initial public offering price of its Global Medium-Term Notes,
Series C, due more than 9 months from date of issue (the "Notes"), subject
to reduction as a result of the sale of the Company's Global Medium-Term
Notes, Series D and Series E, to be sold outside the United States, and the
sale of certain of the Company's other debt securities and warrants to
purchase debt securities.  The Notes may be issued as senior indebtedness
(the "Series C Senior Notes") or as subordinated indebtedness (the "Series
C Subordinated Notes") of the Company.  The Series C Senior Notes will be
issued pursuant to the provisions of a senior indenture dated as of April
15, 1989, as supplemented by a First Supplemental Senior Indenture dated as
of May 15, 1991 (as so supplemented and as may be further supplemented or
amended from time to time, the "Senior Debt Indenture"), between the
Company and Chemical Bank, as trustee (the "Senior Debt Trustee").  The
Series C Subordinated Notes will be issued pursuant to the provisions of a
subordinated indenture dated as of April 15, 1989, as supplemented by a
First Supplemental Subordinated Indenture dated as of May 15, 1991 (as so
supplemented and as may be further supplemented or amended from time to
time, the "Subordinated Debt Indenture"), between the Company and The First
National Bank of Chicago, as trustee (the "Subordinated Debt Trustee").
The Senior Debt Indenture and the Subordinated Debt Indenture are sometimes
hereinafter referred to individually as an "Indenture" and collectively as
the "Indentures," and the Senior Debt Trustee and the Subordinated Debt
Trustee are sometimes hereinafter referred to individually as a "Trustee"
and collectively as the "Trustees." The Notes will have the maturities,
interest rates, redemption provisions, if any, and other terms as set forth
in supplements to the Basic Prospectus referred to below.

               The Company hereby appoints you as its exclusive agent for the
purpose of soliciting and receiving offers to purchase Notes from the Company
by others and, on the basis of the representations and warranties herein
contained, but subject to the terms and conditions herein set forth, you agree
to use reasonable efforts to solicit and receive offers to purchase Notes upon
terms acceptable to the Company at such times and in such amounts as the
Company shall from time to time specify.  In addition, you may also purchase
Notes as principal pursuant to the terms of a terms agreement relating to such
sale (a "Terms Agreement") in accordance with the provisions of Section 2(b)
hereof.

               The Company has filed with the Securities and Exchange
Commission (the "Commission") a registration statement, including a
prospectus, relating to the Notes.  Such registration statement, including the
exhibits thereto, as amended at the Commencement Date (as hereinafter
defined), is hereinafter referred to as the "Registration Statement."  The
Company proposes to file with the Commission from time to time, pursuant to
Rule 424 under the Securities Act of 1933, as amended (the "Securities Act"),
supplements to the prospectus included in the Registration Statement that will
describe certain terms of the Notes.  The prospectus in the form in which it
appears in the Registration Statement is hereinafter referred to as the "Basic
Prospectus."  The term "Prospectus" means the Basic Prospectus together with
the prospectus supplement or supplements (each a "Prospectus Supplement")
specifically relating to Notes, as filed with, or transmitted for filing to,
the Commission pursuant to Rule 424.  As used herein, the terms "Basic
Prospectus" and "Prospectus" shall include in each case the documents, if any,
incorporated by reference therein.  The terms "supplement," "amendment" and
"amend" as used herein shall include all documents deemed to be incorporated
by reference in the Prospectus that are filed subsequent to the date of the
Basic Prospectus by the Company with the Commission pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act").

               1.  Representations and Warranties.  The Company represents and
warrants to and agrees with you as of the Commencement Date, as of each date
on which you solicit offers to purchase Notes, as of each date on which the
Company accepts an offer to purchase Notes (including any purchase by you as
principal pursuant to a Terms Agreement), as of each date the Company issues
and delivers Notes and as of each date the Registration Statement or the Basic
Prospectus is amended or supplemented, as follows (it being understood that
such representations, warranties and agreements shall be deemed to relate to
the Registration Statement, the Basic Prospectus and the Prospectus, each as
amended or supplemented to each such date):

               (a)  The Registration Statement has become effective; no stop
order suspending the effectiveness of the Registration Statement is in effect,
and no proceedings for such purpose are pending before or threatened by the
Commission.

               (b)  (i) Each document, if any, filed or to be filed pursuant
to the Exchange Act and incorporated by reference in the Prospectus complied
or will comply when so filed in all material respects with the Exchange Act
and the applicable rules and regulations of the Commission thereunder, (ii)
each part of the Registration Statement, when such part became effective, did
not contain and each such part, as amended or supplemented, if applicable, will
not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading, (iii) the Registration Statement and the
Prospectus comply and, as amended or supplemented, if applicable, will comply
in all material respects with the Securities Act and the applicable rules and
regulations of the Commission thereunder and (iv) the Prospectus does not
contain and, as amended or supplemented, if applicable, will not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements therein, in the light of the circumstances under which
they were made, not misleading, except that (1) the representations and
warranties set forth in this Section 1(b) do not apply (A) to statements or
omissions in the Registration Statement or the Prospectus based upon
information relating to you furnished to the Company in writing by you
expressly for use therein or (B) to those parts of the Registration Statement
that constitute the Statements of Eligibility (Form T-1) under the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act"), of the Trustees
and (2) the representations and warranties set forth in clauses (iii) and (iv)
above, when made as of the Commencement Date or as of any date on which you
solicit offers to purchase Notes or on which the Company accepts an offer to
purchase Notes, shall be deemed not to cover information concerning an
offering of particular Notes to the extent such information will be set forth
in a supplement to the Basic Prospectus.

               (c)  The Company has been duly incorporated, is validly
existing as a corporation in good standing under the laws of the State of
Delaware, has the corporate power and authority to own its property and to
conduct its business as described in the Prospectus and is duly qualified to
transact business and is in good standing in each jurisdiction in which the
conduct of its business or its ownership or leasing of property requires such
qualification, except to the extent that the failure to be so qualified or be
in good standing would not have a material adverse effect on the Company and
its subsidiaries, taken as a whole.

               (d)  Each subsidiary of the Company has been duly incorporated,
is validly existing as a corporation in good standing under the laws of the
jurisdiction of its incorporation, has the corporate power and authority to own
its property and to conduct its business as described in the Prospectus and is
duly qualified to transact business and is in good standing in each
jurisdiction in which the conduct of its business or its ownership or leasing
of property requires such qualification, except to the extent that the failure
to be so qualified or be in good standing would not have a material adverse
effect on the Company and its subsidiaries, taken as a whole.

               (e)  Each of this Agreement and any applicable Written Terms
Agreement (as hereinafter defined) has been duly authorized, executed and
delivered by the Company.

               (f)  Each Indenture has been duly qualified under the Trust
Indenture Act and has been duly authorized, executed and delivered by the
Company and is a valid and binding agreement of the Company, enforceable in
accordance with its terms except as (i) the enforceability thereof may be
limited by bankruptcy, insolvency or similar laws affecting creditors' rights
generally and (ii) rights of acceleration and the availability of equitable
remedies may be limited by equitable principles of general applicability.

               (g)  The forms of Notes have been duly authorized and
established in conformity with the provisions of the relevant Indenture and,
when the Notes have been executed and authenticated in accordance with the
provisions of the relevant Indenture and delivered to and duly paid for by the
purchasers thereof, the Notes will be entitled to the benefits of such
Indenture and will be valid and binding obligations of the Company,
enforceable in accordance with their respective terms except as (i) the
enforceability thereof may be limited by bankruptcy, insolvency or similar
laws affecting creditors' rights generally and (ii) rights of acceleration, if
any, and the availability of equitable remedies may be limited by equitable
principles of general applicability.

               (h)  The execution and delivery by the Company of this
Agreement, the Notes, the Indentures and any applicable Written Terms
Agreement and the performance by the Company of its obligations under this
Agreement, the Notes, the Indentures and any applicable Terms Agreement will
not contravene any provision of applicable law or the certificate of
incorporation or by-laws of the Company or any agreement or other instrument
binding upon the Company or any of its subsidiaries that is material to the
Company and its subsidiaries, taken as a whole, or any judgment, order or
decree of any governmental body, agency or court having jurisdiction over the
Company or any subsidiary, and no consent, approval, authorization or order
of, or qualification with, any governmental body or agency is required for the
performance by the Company of its obligations under this Agreement, the Notes,
the Indentures and any applicable Terms Agreement, except such as may be
required by the securities or Blue Sky laws of the various states in
connection with the offer and sale of the Notes; provided, however, that no
representation is made or warranty given as to whether the purchase of the
Notes constitutes a "prohibited transaction" under Section 406 of the Employee
Retirement Income Security Act of 1974, as amended, or Section 4975 of the
Internal Revenue Code of 1986, as amended.

               (i)  There has not occurred any material adverse change, or any
development involving a prospective material adverse change, in the condition,
financial or otherwise, or in the earnings, business or operations of the
Company and its subsidiaries, taken as a whole, from that set forth in the
Prospectus.

               (j)  There are no legal or governmental proceedings pending or
threatened to which the Company or any of its subsidiaries is a party or to
which any of the properties of the Company or any of its subsidiaries is
subject that are required to be described in the Registration Statement or the
Prospectus and are not so described or any statutes, regulations, contracts or
other documents that are required to be described in the Registration
Statement or the Prospectus or to be filed or incorporated by reference as
exhibits to the Registration Statement that are not described, filed or
incorporated as required.

               (k)  Each of the Company and its subsidiaries has all necessary
consents, authorizations, approvals, orders, certificates and permits of and
from, and has made all declarations and filings with, all federal, state,
local and other governmental authorities, all self-regulatory organizations
and all courts and other tribunals, to own, lease, license and use its
properties and assets and to conduct its business in the manner described in
the Prospectus, except to the extent that the failure to obtain or file would
not have a material adverse effect on the Company and its subsidiaries, taken
as a whole.

               (l)  Morgan Stanley & Co. Incorporated is registered as a
broker-dealer and investment adviser with the Commission, is registered with
the Commodity Futures Trading Commission as a futures commission merchant and
is a member of the New York Stock Exchange, Inc. and the National Association
of Securities Dealers, Inc.

               (m)  The Company has complied with all provisions of Section
517.075, Florida Statutes (Chapter 92-198, Laws of Florida) relating to doing
business with the Government of Cuba or with any person or affiliate located
in Cuba.

               Notwithstanding the foregoing, it is understood and agreed that
the representations and warranties set forth in Section 1(b)(iii) and (iv),
(g) (except as to due authorization of the Notes) and (h), when made as of the
Commencement Date, or as of any date on which you solicit offers to purchase
Notes, with respect to any Notes the payments of principal or interest on
which will be determined by reference to one or more currency exchange rates,
commodity prices, equity indices or other factors, shall be deemed not to
address the application of the Commodity Exchange Act, as amended, or the
rules, regulations or interpretations of the Commodity Futures Trading
Commission.


               2.  Solicitations as Agent; Purchases as Principal.

               (a)  Solicitations as Agent.  In connection with your actions
as agent hereunder, you agree to use reasonable efforts to solicit offers to
purchase Notes upon the terms and conditions set forth in the Prospectus as
then amended or supplemented.

               The Company reserves the right, in its sole discretion, to
instruct you to suspend at any time, for any period of time or permanently,
the solicitation of offers to purchase Notes.  Upon receipt of at least one
business day's prior notice from the Company, you will forthwith suspend
solicitations of offers to purchase Notes from the Company until such time as
the Company has advised you that such solicitation may be resumed.  While such
solicitation is suspended, the Company shall not be required to deliver any
certificates, opinions or letters in accordance with Sections 5(a), 5(b) and
5(c); provided, however, that if the Registration Statement or Prospectus is
amended or supplemented during the period of suspension (other than by an
amendment or supplement providing solely for a change in the interest rates,
redemption provisions, amortization schedules or maturities offered on the
Notes or for a change you deem to be immaterial), you shall not be required to
resume soliciting offers to purchase Notes until the Company has delivered
such certificates, opinions and letters as you may request.

               The Company agrees to pay to you, as consideration for the sale
of each Note resulting from a solicitation made or an offer to purchase
received by you, a commission in the form of a discount from the purchase
price of such Note equal to between .125% and .750% (depending upon such Note's
maturity) of the principal amount of such Note (provided that the commission
for Notes having a maturity of 30 years or greater will be negotiated) or such
other discount as may be specified in the Prospectus Supplement relating to
such Note.

               You shall communicate to the Company, orally or in writing,
each offer to purchase Notes received by you as agent that in your judgment
should be considered by the Company.  The Company shall have the sole right to
accept offers to purchase Notes and may reject any offer in whole or in part.
You shall have the right to reject any offer to purchase Notes that you
consider to be unacceptable, and any such rejection shall not be deemed a
breach of your agreements contained herein.  The procedural details relating
to the issue and delivery of Notes sold by you as agent and the payment
therefor shall be as set forth in the Administrative Procedures (as
hereinafter defined).


               (b)  Purchases as Principal.  Each sale of Notes to you as
principal shall be made in accordance with the terms of this Agreement. In
connection with each such sale, the Company will enter into a Terms Agreement
that will provide for the sale of such Notes to and the purchase thereof by
you.  Each Terms Agreement will take the form of either (i) a written
agreement between you and the Company, which may be substantially in the form
of Exhibit A hereto (a "Written Terms Agreement"), or (ii) an oral agreement
between you and the Company confirmed in writing by you to the Company.

               Your commitment to purchase Notes as principal pursuant to a
Terms Agreement shall be deemed to have been made on the basis of the
representations and warranties of the Company herein contained and shall be
subject to the terms and conditions herein set forth.  Each Terms Agreement
shall specify the principal amount of Notes to be purchased by you pursuant
thereto, the maturity date of such Notes, the price to be paid to the Company
for such Notes, the interest rate and interest rate formula, if any, applicable
to such Notes and any other terms of such Notes.  Each such Terms Agreement
may also specify any requirements for officers' certificates, opinions of
counsel and letters from the independent auditors of the Company pursuant to
Section 4 hereof.  A Terms Agreement may also specify certain provisions
relating to the reoffering of such Notes by you.

               Each Terms Agreement shall specify the time and place of
delivery of and payment for such Notes.  Unless otherwise specified in a Terms
Agreement, the procedural details relating to the issue and delivery of Notes
purchased by you as principal and the payment therefor shall be as set forth
in the Administrative Procedures.  Each date of delivery of and payment for
Notes to be purchased by you as principal pursuant to a Terms Agreement is
referred to herein as a "Settlement Date."

               Unless otherwise specified in a Terms Agreement, if you are
purchasing Notes as principal you may resell such Notes to other dealers.  Any
such sales may be at a discount, which shall not exceed the amount set forth
in the Prospectus Supplement relating to such Notes.

               (c)  Administrative Procedures.  You and the Company agree to
perform the respective duties and obligations specifically provided to be
performed in the Global Medium-Term Notes Administrative Procedures (attached
hereto as Exhibit B) (the "Administrative Procedures"), as amended from time
to time.  The Administrative Procedures may be amended only by written
agreement of the Company and you.

               (d) Delivery.  The documents required to be delivered by
Section 4 of this Agreement as a condition precedent to your obligation to
begin soliciting offers to purchase Notes as agent of the Company shall be
delivered at the office of Davis Polk & Wardwell, your counsel, not later than
4:00 p.m., New York time, on the date hereof, or at such other time and/or
place as you and the Company may agree upon in writing, but in no event later
than the day prior to the earlier of (i) the date on which you begin
soliciting offers to purchase Notes and (ii) the first date on which the
Company accepts any offer by you to purchase Notes as principal.  The date of
delivery of such documents is referred to herein as the "Commencement Date."

               3.  Agreements.  The Company agrees with you that:

               (a)  Prior to the termination of the offering of the Notes
pursuant to this Agreement or any Terms Agreement, the Company will not file
any Prospectus Supplement relating to the Notes or any amendment to the
Registration Statement unless the Company has previously furnished to you a
copy thereof for your review and will not file any such proposed supplement or
amendment to which you reasonably object; provided, however, that the
foregoing requirement shall not apply to any of the Company's periodic filings
with the Commission required to be filed pursuant to Section 13(a), 13(c),
13(f), 14 or 15(d) of the Exchange Act, copies of which filings the Company
will cause to be delivered to you promptly after being transmitted for filing
with the Commission.  Subject to the foregoing sentence, the Company will
promptly cause each Prospectus Supplement to be filed with or transmitted for
filing to the Commission in accordance with Rule 424(b) under the Securities
Act.  The Company will promptly advise you (i) of the filing of any amendment
or supplement to the Basic Prospectus, (ii) of the filing and effectiveness of
any amendment to the Registration Statement, (iii) of any request by the
Commission for any amendment to the Registration Statement or any amendment or
supplement to the Basic Prospectus or for any additional information, (iv) of
the issuance by the Commission of any stop order suspending the effectiveness
of the Registration Statement or the institution or threatening of any
proceeding for that purpose and (v) of the receipt by the Company of any
notification with respect to the suspension of the qualification of the Notes
for sale in any jurisdiction or the initiation or threatening of any
proceeding for such purpose.  The Company will use its best efforts to prevent
the issuance of any such stop order or notice of suspension of qualification
and, if issued, to obtain as soon as possible the withdrawal thereof.  If the
Basic Prospectus is amended or supplemented as a result of the filing under
the Exchange Act of any document incorporated by reference in the Prospectus,
you shall not be obligated to solicit offers to purchase Notes so long as you
are not reasonably satisfied with such document.

               (b)  If, at any time when a prospectus relating to the Notes
is required to be delivered under the Securities Act, any event occurs or
condition exists as a result of which the Prospectus, as then amended or
supplemented, would include an untrue statement of a material fact, or omit
to state any material fact necessary to make the statements therein, in the
light of the circumstances when the Prospectus, as then amended or
supplemented, is delivered to a purchaser, not misleading, or if, in your
opinion or in the opinion of the Company, it is necessary at any time to
amend or supplement the Prospectus, as then amended or supplemented, to
comply with applicable law, the Company will immediately notify you by
telephone (with confirmation in writing) to suspend solicitation of offers
to purchase Notes and, if so notified by the Company, you shall forthwith
suspend such solicitation and cease using the Prospectus, as then amended
or supplemented.  If the Company shall decide to amend or supplement the
Registration Statement or Prospectus, as then amended or supplemented, it
shall so advise you promptly by telephone (with confirmation in writing)
and, at its expense, shall prepare and cause to be filed promptly with the
Commission an amendment or supplement to the Registration Statement or
Prospectus, as then amended or supplemented, satisfactory in all respects
to you, that will correct such statement or omission or effect such
compliance and will supply such amended or supplemented Prospectus to you
in such quantities as you may reasonably request.  If any documents,
certificates, opinions and letters furnished to you pursuant to paragraph
(f) below and Sections 5(a), 5(b) and 5(c) in connection with the
preparation and filing of such amendment or supplement are satisfactory in
all respects to you, upon the filing with the Commission of such amendment
or supplement to the Prospectus or upon the effectiveness of an amendment
to the Registration Statement, you will resume the solicitation of offers
to purchase Notes hereunder.  Notwithstanding any other provision of this
Section 3(b), until the distribution of any Notes you may own as principal
has been completed, if any event described above in this paragraph (b)
occurs, the Company will, at its own expense, forthwith prepare and cause
to be filed promptly with the Commission an amendment or supplement to the
Registration Statement or Prospectus, as then amended or supplemented,
satisfactory in all respects to you, will supply such amended or
supplemented Prospectus to you in such quantities as you may reasonably
request and shall furnish to you pursuant to paragraph (f) below and
Sections 5(a), 5(b) and 5(c) such documents, certificates, opinions and
letters as you may request in connection with the preparation and filing of
such amendment or supplement.

               (c)  The Company will make generally available to its security
holders and to you as soon as practicable earning statements that satisfy the
provisions of Section 11(a) of the Securities Act and the rules and
regulations of the Commission thereunder covering twelve month periods
beginning, in each case, not later than the first day of the Company's fiscal
quarter next following the "effective date" (as defined in Rule 158 under the
Securities Act) of the Registration Statement with respect to each sale of
Notes.  If such fiscal quarter is the last fiscal quarter of the Company's
fiscal year, such earning statement shall be made available not later than 90
days after the close of the period covered thereby and in all other cases
shall be made available not later than 45 days after the close of the period
covered thereby.

               (d)  The Company will furnish to you, without charge, a signed
copy of the Registration Statement, including exhibits and all amendments
thereto, and as many copies of the Prospectus, any documents incorporated by
reference therein and any supplements and amendments thereto as you may
reasonably request.

               (e)  The Company will endeavor to qualify the Notes for offer
and sale under the securities or Blue Sky laws of such jurisdictions as you
shall reasonably request and to maintain such qualifications for as long as
you shall reasonably request.

               (f)  During the term of this Agreement, the Company shall
furnish to you such relevant documents and certificates of officers of the
Company relating to the business, operations and affairs of the Company, the
Registration Statement, the Basic Prospectus, any amendments or supplements
thereto, the Indentures, the Notes, this Agreement, the Administrative
Procedures, any Terms Agreement and the performance by the Company of its
obligations hereunder or thereunder as you may from time to time reasonably
request.

               (g)  The Company shall notify you promptly in writing of any
downgrading, or of its receipt of any notice of any intended or potential
downgrading or of any review for possible change that does not indicate the
direction of the possible change, in the rating accorded any of the Company's
securities by any "nationally recognized statistical rating organization," as
such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

               (h)  The Company will, whether or not any sale of Notes is
consummated, pay all expenses incident to the performance of its obligations
under this Agreement and any Terms Agreement, including: (i) the preparation
and filing of the Registration Statement and the Prospectus and all amendments
and supplements thereto, (ii) the preparation, issuance and delivery of the
Notes, (iii) the fees and disbursements of the Company's counsel and
accountants and of the Trustees and their counsel, (iv) the qualification of
the Notes under securities or Blue Sky laws in accordance with the provisions
of Section 3(e), including filing fees and the fees and disbursements of your
counsel in connection therewith and in connection with the preparation of any
Blue Sky or Legal Investment Memoranda, (v) the printing and delivery to you
in quantities as hereinabove stated of copies of the Registration Statement
and all amendments thereto and of the Prospectus and any amendments or
supplements thereto, (vi) the printing and delivery to you of copies of the
Indentures and any Blue Sky or Legal Investment Memoranda, (vii) any fees
charged by rating agencies for the rating of the Notes, (viii) the fees and
expenses, if any, incurred with respect to any filing with the National
Association of Securities Dealers, Inc., (ix) the fees and disbursements of
your counsel incurred in connection with the offering and sale of the Notes,
including any opinions to be rendered by such counsel hereunder, and (x) any
out-of-pocket expenses incurred by you; provided that any advertising expenses
incurred by you shall have been approved by the Company.

               (i)  During the period beginning on the date of any Terms
Agreement and continuing to and including the Settlement Date with respect to
such Terms Agreement, the Company will not, without your prior consent, offer,
sell, contract to sell or otherwise dispose of any debt securities of the
Company substantially similar to such Notes (other than (i) the Notes that are
to be sold pursuant to such Terms Agreement, (ii) Notes previously agreed to
be sold by the Company and (iii) commercial paper issued in the ordinary
course of business), except as may otherwise be provided in such Terms
Agreement.

               4.  Conditions of the Obligations of the Agent.  Your
obligation to solicit offers to purchase Notes as agent of the Company, your
obligation to purchase Notes as principal pursuant to any Terms Agreement and
the obligation of any other purchaser to purchase Notes will be subject to the
accuracy of the representations and warranties on the part of the Company
herein, to the accuracy of the statements of the Company's officers made in
each certificate furnished pursuant to the provisions hereof and to the
performance and observance by the Company of all covenants and agreements
herein contained on its part to be performed and observed (in the case of your
obligation to solicit offers to purchase Notes, at the time of such
solicitation, and, in the case of your or any other purchaser's obligation to
purchase Notes, at the time the Company accepts the offer to purchase such
Notes and at the time of issuance and delivery) and (in each case) to the
following additional conditions precedent when and as specified:

               (a)  Prior to such solicitation or purchase, as the case may be:

               (i)  there shall not have occurred any change, or any
         development involving a prospective change, in the condition,
         financial or otherwise, or in the earnings, business or operations of
         the Company and its subsidiaries, taken as a whole, from that set
         forth in the Prospectus, as amended or supplemented at the time of
         such solicitation or at the time such offer to purchase was made,
         that, in your judgment, is material and adverse and that makes it, in
         your judgment, impracticable to market the Notes on the terms and in
         the manner contemplated by the Prospectus, as so amended or
         supplemented;

             (ii)  there shall not have occurred any (A) suspension or
         material limitation of trading generally on or by, as the case may
         be, any of the New York Stock Exchange, the American Stock Exchange,
         the National Association of Securities Dealers, Inc., the Chicago
         Board Options Exchange, the Chicago Mercantile Exchange or the
         Chicago Board of Trade, (B) suspension of trading of any securities
         of the Company on any exchange or in any over-the-counter market, (C)
         declaration of a general moratorium on commercial banking activities
         in New York by either Federal or New York State authorities or (D)
         any outbreak or escalation of hostilities or any change in financial
         markets or any calamity or crisis that, in your judgment, is material
         and adverse and, in the case of any of the events described in
         clauses (ii)(A) through (D), such event, singly or together with any
         other such event, makes it, in your judgment, impracticable to market
         the Notes on the terms and in the manner contemplated by the
         Prospectus, as amended or supplemented at the time of such
         solicitation or at the time such offer to purchase was made; and

             (iii)  there shall not have occurred any downgrading, nor shall
         any notice have been given of any intended or potential downgrading
         or of any review for a possible change that does not indicate the
         direction of the possible change, in the rating accorded any of the
         Company's securities by any "nationally recognized statistical rating
         organization," as such term is defined for purposes of Rule 436(g)(2)
         under the Securities Act;

(A) except, in each case described in paragraph (i), (ii) or (iii) above, as
disclosed to you in writing by the Company prior to such solicitation or, in
the case of a purchase of Notes, before the offer to purchase such Notes was
made or (B) unless in each case described in (ii) above, the relevant event
shall have occurred and been known to you prior to such solicitation or, in
the case of a purchase of Notes, before the offer to purchase such Notes was
made.

               (b)  On the Commencement Date and, if called for by any Terms
Agreement, on the corresponding Settlement Date, you shall have received:

               (i)  The opinion, dated as of such date, of Jonathan M. Clark,
         General Counsel and Secretary of the Company, or of other counsel
         satisfactory to the Agent and who is an officer of the Company, to
         the effect that:

                     (A)  the Company has been duly incorporated, is validly
               existing as a corporation in good standing under the laws of
               the State of Delaware, has the corporate power and authority to
               own its property and to conduct its business as described in
               the Prospectus, as amended or supplemented, and is duly
               qualified to transact business and is in good standing in each
               jurisdiction in which the conduct of its business or its
               ownership or leasing of property requires such qualification,
               except to the extent that the failure to be so qualified or be
               in good standing would not have a material adverse effect on
               the Company and its consolidated subsidiaries, taken as a whole;


                     (B)  each of Morgan Stanley & Co. Incorporated and Morgan
               Stanley International Incorporated (each a "Material
               Subsidiary") has been duly incorporated, is validly existing as
               a corporation in good standing under the laws of the
               jurisdiction of its incorporation, has the corporate power and
               authority to own its property and to conduct its business as
               described in the Prospectus, as amended or supplemented, and is
               duly qualified to transact business and is in good standing in
               each jurisdiction in which the conduct of its business or its
               ownership or leasing of property requires such qualification,
               except to the extent that the failure to be so qualified or be
               in good standing would not have a material adverse effect on
               the Company and its consolidated subsidiaries, taken as a whole;

                     (C)  each of the Company and its Material Subsidiaries
               has all necessary consents, authorizations, approvals, orders,
               certificates and permits of and from, and has made all
               declarations and filings with, all federal, state, local and
               other governmental authorities, all self-regulatory
               organizations and all courts and other tribunals, to own,
               lease, license and use its properties and assets and to conduct
               its business in the manner described in the Prospectus, as
               amended or supplemented, except to the extent that the failure
               to obtain or file would not have a material adverse effect on
               the Company and its consolidated subsidiaries, taken as a whole;

                     (D)  each of this Agreement and any applicable Written
               Terms Agreement has been duly authorized, executed and
               delivered by the Company;

                     (E)  each Indenture has been duly qualified under the
               Trust Indenture Act and has been duly authorized, executed and
               delivered by the Company and is a valid and binding agreement
               of the Company, enforceable in accordance with its terms except
               as (i) the enforceability thereof may be limited by bankruptcy,
               insolvency or similar laws affecting creditors' rights
               generally and (ii) rights of acceleration and the availability
               of equitable remedies may be limited by equitable principles of
               general applicability;

                     (F)  the forms of Notes have been duly authorized and
               established in conformity with the provisions of the relevant
               Indenture and, if the Notes had been executed by the Company and
               authenticated by the relevant Trustee or its duly appointed
               agent in accordance with the provisions of the relevant
               Indenture and delivered to and duly paid for by the purchasers
               thereof on the date of such opinion, the Notes would be entitled
               to the benefits of such Indenture and would be valid and
               binding obligations of the Company, enforceable in accordance
               with their respective terms except as (i) the enforceability
               thereof may be limited by bankruptcy, insolvency or similar
               laws affecting creditors' rights generally and (ii) rights of
               acceleration and the availability of equitable remedies may be
               limited by equitable principles of general applicability;

                     (G)  the execution and delivery by the Company of the
               Notes, the Indentures and any applicable Written Terms
               Agreement and the performance by the Company of its obligations
               under this Agreement, the Notes, the Indentures and any
               applicable Terms Agreement will not contravene any provision of
               applicable law or the certificate of incorporation or by-laws
               of the Company or, to the best of such counsel's knowledge, any
               agreement or other instrument binding upon the Company or any
               of its subsidiaries that is material to the Company and its
               consolidated subsidiaries, taken as a whole, or, to the best of
               such counsel's knowledge, any judgment, order or decree of any
               governmental body, agency or court having jurisdiction over the
               Company or any subsidiary, and no consent, approval,
               authorization or order of or qualification with any
               governmental body or agency is required for the performance by
               the Company of its obligations under this Agreement, the Notes,
               the Indentures and any applicable Terms Agreement, except such
               as may be required by the securities or Blue Sky laws of the
               various states in connection with the offer and sale of the
               Notes; provided, however, that no opinion is expressed on
               whether the purchase of the Notes constitutes a "prohibited
               transaction" under Section 406 of the Employee Retirement
               Income Security Act of 1974, as amended, or Section 4975 of the
               Internal Revenue Code of 1986, as amended;

                     (H)  the statements (1) in the Prospectus, as then
               amended or supplemented, under the captions "Description of
               Notes" (in the Prospectus Supplement), "Description of Debt
               Securities" (in the Basic Prospectus) and "Plan of Distribution"
               (in the Prospectus Supplement and in the Basic Prospectus), (2)
               in the Registration Statement, as then amended or supplemented,
               under Item 15, (3) in "Item 3 - Legal Proceedings" of the
               Company's most recent annual report on Form 10-K incorporated
               by reference in the Prospectus and (4) in "Item 1 - Legal
               Proceedings" of Part II of the Company's quarterly reports on
               Form 10-Q, if any, filed since such annual report, in each case
               insofar as such statements constitute summaries of the legal
               matters, documents or proceedings referred to therein, fairly
               present the information called for with respect to such legal
               matters, documents and proceedings and fairly summarize the
               matters referred to therein;

                     (I)  after due inquiry, such counsel does not know of any
               legal or governmental proceedings pending or threatened to
               which the Company or any of its subsidiaries is a party or to
               which any of the properties of the Company or any of its
               subsidiaries is subject that are required to be described in
               the Registration Statement or the Prospectus, as then amended
               or supplemented, and are not so described or of any statutes,
               regulations, contracts or other documents that are required to
               be described in the Registration Statement or the Prospectus,
               as then amended or supplemented, or to be filed or incorporated
               by reference as exhibits to such Registration Statement that
               are not described, filed or incorporated by reference as
               required; and

                     (J)  such counsel (1) is of the opinion that each
               document, if any, filed pursuant to the Exchange Act and
               incorporated by reference in the Prospectus, as then amended or
               supplemented (except for financial statements and schedules
               included therein as to which such counsel need not express any
               opinion), complied when so filed as to form in all material
               respects with the Exchange Act and the applicable rules and
               regulations of the Commission thereunder, (2) has no reason to
               believe that (except for financial statements and schedules as
               to which such counsel need not express any belief and except
               for that part of the Registration Statement that constitutes
               the Forms T-1 heretofore referred to) any part of the
               Registration Statement, as then amended, if applicable, when
               such part became effective contained, and as of the date such
               opinion is delivered, contains any untrue statement of a
               material fact or omitted or omits to state a material fact
               required to be stated therein or necessary to make the
               statements therein not misleading, (3) is of the opinion that
               the Registration Statement and Prospectus, as then amended or
               supplemented, if applicable (except for financial statements
               and schedules included therein as to which such counsel need
               not express any opinion), comply as to form in all material
               respects with the Securities Act and the applicable rules and
               regulations of the Commission thereunder and (4) has no reason
               to believe that (except for financial statements and schedules
               as to which such counsel need not express any belief) the
               Prospectus, as then amended or supplemented, if applicable, as
               of the date such opinion is delivered contains any untrue
               statement of a material fact or omits to state a material fact
               necessary in order to make the statements therein, in the light
               of the circumstances under which they were made, not
               misleading; provided that in the case of an opinion delivered
               on the Commencement Date or pursuant to Section 5(b), the
               opinion and belief set forth in clauses (3) and (4) above shall
               be deemed not to cover information concerning an offering of
               particular Notes to the extent such information will be set
               forth in a supplement to the Basic Prospectus.

               (ii)  The opinion, dated as of such date, of Davis Polk &
         Wardwell, your special counsel, covering the matters in subparagraphs
         (D), (E), (F) and (H) (with respect to statements in the Prospectus,
         as then amended or supplemented, under the captions "Description of
         Notes" (in the Prospectus Supplement), "Description of Debt
         Securities" (in the Basic Prospectus) and "Plan of Distribution" (in
         the Prospectus Supplement and in the Basic Prospectus)) and clauses
         (2), (3) and (4) of subparagraph (J) in paragraph (b)(i) above.

               Notwithstanding the foregoing, the opinions described in
         subparagraphs (F) (except as to due authorization of the Notes), (G),
         (H)(1) and (J)(3) and (4) of paragraph (b)(i) above, when contained
         in an opinion delivered on the Commencement Date or pursuant to
         Section 5(b), shall be deemed not to address the application of the
         Commodity Exchange Act, as amended, or the rules, regulations or
         interpretations of the Commodity Futures Trading Commission to Notes
         the payments of principal or interest on which will be determined by
         reference to one or more currency exchange rates, commodity prices,
         equity indices or other factors.

               With respect to subparagraph (J) of paragraph (b)(i) above,
         Jonathan M. Clark or such other counsel for the Company may state
         that his opinion and belief are based upon his participation, or the
         participation of someone under his supervision, in the preparation of
         the Registration Statement and Prospectus and any amendments or
         supplements thereto and documents incorporated therein by reference
         and review and discussion of the contents thereof, but are without
         independent check or verification, except as specified.  With respect
         to clauses (2), (3) and (4) of subparagraph (J) of paragraph (b)(i)
         above, Davis Polk & Wardwell may state that their opinion and belief
         are based upon their participation in the preparation of the
         Registration Statement and Prospectus and any amendments or
         supplements thereto (but not including documents incorporated therein
         by reference) and review and discussion of the contents thereof
         (including documents incorporated therein by reference), but are
         without independent check or verification, except as specified.

               The opinion of Jonathan M. Clark or such other counsel for the
         Company described in paragraph (b)(i) above shall be rendered to you
         at the request of the Company and shall so state therein.

               (iii)  The opinion, dated as of such date, of Shearman &
         Sterling, special counsel to the Company, to the effect that the
         statements set forth under the caption "United States Federal
         Taxation" in the Prospectus Supplement and under the caption
         "Limitations on Issuance of Bearer Debt Securities and Bearer Debt
         Warrants" in the Basic Prospectus, insofar as such statements relate
         to statements of law or legal conclusions under the laws of the
         United States or matters of United States law, fairly present the
         information called for and fairly summarize the matters referred to
         therein.

               The opinion of Shearman & Sterling, described in paragraph
         (b)(iii) above shall be rendered to you at the request of the Company
         and shall so state therein.

               (c)  On the Commencement Date and, if called for by any Terms
Agreement, on the corresponding Settlement Date, you shall have received a
certificate, dated the Commencement Date or such Settlement Date, as the case
may be, and signed by an executive officer of the Company to the effect set
forth in subparagraph (a)(iii) above and to the effect that the
representations and warranties of the Company contained in this Agreement are
true and correct as of such date and that the Company has complied with all of
the agreements and satisfied all of the conditions on its part to be performed
or satisfied on or before such date.

               The officer signing and delivering such certificate may rely
upon the best of his knowledge as to proceedings threatened.

               (d)  On the Commencement Date and, if called for by any Terms
Agreement, on the corresponding Settlement Date, the Company's independent
auditors shall have furnished to you a letter or letters, dated as of the
Commencement Date or such Settlement Date, as the case may be, in form and
substance satisfactory to you containing statements and information of the
type ordinarily included in accountants' "comfort letters" to underwriters with
respect to the financial statements and certain financial information
contained in or incorporated by reference into the Prospectus, as then amended
or supplemented.

               (e)  On the Commencement Date and on each Settlement Date, the
Company shall have furnished to you such appropriate further information,
certificates and documents as you may reasonably request.

               5.  Additional Agreements of the Company.  (a) Each time the
Registration Statement or Prospectus is amended or supplemented (other than by
an amendment or supplement providing solely for a change in the interest
rates, redemption provisions, amortization schedules or maturities offered on
the Notes or for a change you deem to be immaterial), the Company will deliver
or cause to be delivered forthwith to you a certificate signed by an executive
officer of the Company, dated the date of such amendment or supplement, as the
case may be, in form reasonably satisfactory to you, of the same tenor as the
certificate referred to in Section 4(c) relating to the Registration Statement
or the Prospectus as amended or supplemented to the time of delivery of such
certificate.

               (b)  Each time the Company furnishes a certificate pursuant to
Section 5(a), the Company will furnish or cause to be furnished forthwith to
you a written opinion of counsel for the Company.  Any such opinion shall be
dated the date of such amendment or supplement, as the case may be, shall be
in a form satisfactory to you and shall be of the same tenor as the opinion
referred to in Section 4(b)(i), but modified to relate to the Registration
Statement and the Prospectus as amended and supplemented to the time of
delivery of such opinion.  In lieu of such opinion, counsel last furnishing
such an opinion to you may furnish to you a letter to the effect that you may
rely on such last opinion to the same extent as though it were dated the date
of such letter (except that statements in such last opinion will be deemed to
relate to the Registration Statement and the Prospectus as amended or
supplemented to the time of delivery of such letter.)

               (c)  Each time the Registration Statement or the Prospectus is
amended or supplemented to set forth amended or supplemental financial
information or such amended or supplemental information is incorporated by
reference in the Prospectus, the Company shall cause its independent auditors
forthwith to furnish you with a letter, dated the date of such amendment or
supplement, as the case may be, in form satisfactory to you, of the same tenor
as the letter referred to in Section 4(d), with regard to the amended or
supplemental financial information included or incorporated by reference in
the Registration Statement or the Prospectus as amended or supplemented to the
date of such letter.

               6.  Indemnification and Contribution.  (a) The Company agrees
to indemnify and hold harmless you and each person, if any, who controls you
within the meaning of either Section 15 of the Securities Act or Section 20 of
the Exchange Act from and against any and all losses, claims, damages and
liabilities (including, without limitation, any legal or other expenses
reasonably incurred by you or any such controlling person in connection with
defending or investigating any such action or claim) caused by any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement or any amendment thereof or the Prospectus (as amended
or supplemented if the Company shall have furnished any amendments or
supplements thereto), or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as such losses, claims,
damages or liabilities are caused by any such untrue statement or omission or
alleged untrue statement or omission based upon information relating to you
furnished to the Company in writing by you expressly for use therein.

               (b)  You agree to indemnify and hold harmless the Company, its
directors, its officers who sign the Registration Statement and each person,
if any, who controls the Company within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act to the same extent as the
foregoing indemnity from the Company to you, but only with reference to
information relating to you furnished to the Company in writing by you
expressly for use in the Registration Statement or the Prospectus or any
amendments or supplements thereto.


               (c)  In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of which
indemnity may be sought pursuant to either paragraph (a) or (b) above, such
person (the "indemnified party") shall promptly notify the person against whom
such indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain
counsel reasonably satisfactory to the indemnified party to represent the
indemnified party and any others the indemnifying party may designate in such
proceeding and shall pay the fees and disbursements of such counsel related to
such proceeding.  In any such proceeding, any indemnified party shall have the
right to retain its own counsel, but the fees and expenses of such counsel
shall be at the expense of such indemnified party unless (i) the indemnifying
party and the indemnified party shall have mutually agreed to the retention of
such counsel or (ii) the named parties to any such proceeding (including any
impleaded parties) include both the indemnifying party and the indemnified
party and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them.  It
is understood that the indemnifying party shall not, in respect of the legal
expenses of any indemnified party in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for the fees and expenses of
more than one separate firm (in addition to any local counsel) for all such
indemnified parties and that all such fees and expenses shall be reimbursed as
they are incurred.  Such firm shall be designated in writing by you, in the
case of parties indemnified pursuant to paragraph (a) above, and by the
Company, in the case of parties indemnified pursuant to paragraph (b) above.
The indemnifying party shall not be liable for any settlement of any
proceeding effected without its written consent, but if settled with such
consent or if there be a final judgment for the plaintiff, the indemnifying
party agrees to indemnify the indemnified party from and against any loss or
liability by reason of such settlement or judgment.  Notwithstanding the
foregoing sentence, if at any time an indemnified party shall have requested
an indemnifying party to reimburse the indemnified party for fees and expenses
of counsel as contemplated by the second and third sentences of this
paragraph, the indemnifying party agrees that it shall be liable for any
settlement of any proceeding effected without its written consent if (i) such
settlement is entered into more than 30 days after receipt by such
indemnifying party of the aforesaid request and (ii) such indemnifying party
shall not have reimbursed the indemnified party in accordance with such
request prior to the date of such settlement.  No indemnifying party shall,
without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding.

               (d)  To the extent the indemnification provided for in
paragraph (a) or (b) of this Section 6 is unavailable to an indemnified party
or insufficient in respect of any losses, claims, damages or liabilities
referred to therein in connection with any offering of Notes, then each
indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable
by such indemnified party as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company on the one hand and you on the other hand
from the offering of such Notes or (ii) if the allocation provided by clause
(i) is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause (i) above but
also the relative fault of the Company on the one hand and you on the other
hand in connection with the statements or omissions that resulted in such
losses, claims, damages or liabilities, as well as any other relevant
equitable considerations.  The relative benefits received by the Company on
the one hand and you on the other hand in connection with the offering of such
Notes shall be deemed to be in the same respective proportions as the total
net proceeds from the offering of such Notes (before deducting expenses)
received by the Company bear to the total discounts and commissions received
by you in respect thereof.  The relative fault of the Company on the one hand
and of you on the other hand shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or
the omission or alleged omission to state a material fact relates to
information supplied by the Company or by you and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.

               (e)  The Company and you agree that it would not be just or
equitable if contribution pursuant to this Section 6 were determined by pro
rata allocation or by any other method of allocation that does not take
account of the equitable considerations referred to in paragraph (d) above.
The amount paid or payable by an indemnified party as a result of the losses,
claims, damages and liabilities referred to in paragraph (d) above shall be
deemed to include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such indemnified party in connection
with investigating or defending any such action or claim.  Notwithstanding the
provisions of this Section 6, you shall not be required to contribute any
amount in excess of the amount by which the total price at which the Notes
referred to in paragraph (d) above that were offered and sold to the public
through you exceeds the amount of any damages that you have otherwise been
required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission.  No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.  The remedies provided for in this Section 6 are
not exclusive and shall not limit any rights or remedies which may otherwise
be available to any indemnified party at law or in equity.

               (f)   The indemnity and contribution provisions contained in
this Section 6, representations, warranties and other statements of the
Company, its officers and you set forth in or made pursuant to this Agreement
or any Terms Agreement will remain in full force and effect regardless of (i)
any termination of this Agreement or any such Terms Agreement, (ii) any
investigation made by or on behalf of you or any person controlling you or by
or on behalf of the Company, its officers or directors or any person
controlling the Company and (iii) acceptance of and payment for any of the
Notes.

               7.  Position of the Agent.  In acting under this Agreement and
in connection with the sale of any Notes by the Company (other than Notes sold
to you pursuant to a Terms Agreement), you are acting solely as agent of the
Company and do not assume any obligation towards or relationship of agency or
trust with any purchaser of Notes.  You shall make reasonable efforts to
assist the Company in obtaining performance by each purchaser whose offer to
purchase Notes has been solicited by you and accepted by the Company, but you
shall not have any liability to the Company in the event any such purchase is
not consummated for any reason.  If the Company shall default in its
obligations to deliver Notes to a purchaser whose offer it has accepted, the
Company shall hold you harmless against any loss, claim, damage or liability
arising from or as a result of such default and shall, in particular, pay to
you the commission you would have received had such sale been consummated.

               8.  Termination.  This Agreement may be terminated at any time
either by the Company or by you upon the giving of written notice of such
termination to the other party hereto, but without prejudice to any rights,
obligations or liabilities of either party hereto accrued or incurred prior
to such termination.  The termination of this Agreement shall not require
termination of any Terms Agreement, and the termination of any such Terms
Agreement shall not require termination of this Agreement.  If this Agreement
is terminated, the provisions of the third paragraph of Section 2(a), the last
sentence of Section 3(b) and Sections 3(c), 3(h), 6, 7, 9, 11 and 13 shall
survive; provided that if at the time of termination an offer to purchase
Notes has been accepted by the Company but the time of delivery to the
purchaser or its agent of such Notes has not occurred, the provisions of
Sections 2(b), 2(c), 3(a), 3(b), 3(e), 3(f), 3(g), 3(i), 4 and 5 shall also
survive until such delivery has been made.

              9.  Notices.  All communications hereunder will be in writing
and effective only on receipt, and, if sent to you, will be mailed, delivered
or telefaxed and confirmed to you at 1251 Avenue of the Americas, New York,
New York 10020, Attention:  Manager, Credit Department (telefax number:
212-703-4575), with a copy to 1221 Avenue of the Americas, New York, New York
10020, Attention:  Managing Director, Debt Syndicate (telefax number:
212-764-7490) or, if sent to the Company, will be mailed, delivered or
telefaxed and confirmed to the Company at 1251 Avenue of the Americas, New
York, New York  10020, Attention:  Secretary.

             10.  Successors.  This Agreement and any Terms Agreement will
inure to the benefit of and be binding upon the parties hereto and their
respective successors and the officers, directors and controlling persons
referred to in Section 6 and the purchasers of Notes (to the extent expressly
provided in Section 4), and no other person will have any right or obligation
hereunder.

             11.  Counterparts.  This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.

             12.  Applicable Law.  This Agreement will be governed by and
construed in accordance with the internal laws of the of the State of New York.

             13.  Headings.  The headings of the sections of this Agreement
have been inserted for convenience of reference only and shall not be deemed a
part of this Agreement.

               If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
between the Company and you.


                                             Very truly yours,

                                             MORGAN STANLEY GROUP INC.


                                             By ______________________
                                                Name:
                                                Title:

The foregoing Agreement
is hereby confirmed
and accepted as of the
date first above written.

MORGAN STANLEY & CO. INCORPORATED


By _______________________
   Title:


                                                                   EXHIBIT A


                         MORGAN STANLEY GROUP INC.

                        MEDIUM-TERM NOTES, SERIES C

                              TERMS AGREEMENT


                                                   _______________, 19__

Morgan Stanley Group Inc.
1251 Avenue of the Americas
New York, New York  10020

Attention:

               Re:   U.S. Distribution Agreement
                     dated _______________, 19__
                     (the "U.S. Distribution Agreement")

               The undersigned agrees to purchase your Global Medium-Term
Notes, Series C, having the following terms:


                                                      Floating
                           Fixed Rate                 Rate
All Notes:                 Notes:                     Notes:
- -----------------------    -----------------------    -------------------

Principal Amount:          Interest Rate:             Base Rate:
Purchase Price:            Applicability of           Index Maturity:
                           Modified Payment upon
                           Acceleration:              Index Currency:

Price to Public:           If yes, state issue        Spread (Plus or
                           price:                     Minus):

Settlement Date and        Amortization               Spread
Time:                      Schedule:                  Multiplier:

Place of Delivery:         Applicability of           Alternate Rate
                           Annual Interest            Event Spread:
                           Payments:

Specified Currency:        Denominated Currency       Initial Interest
                           (if any):                  Rate:

Original Issue             Indexed Currency or        Initial Interest
Date:                      Currencies (if any):       Reset Date:

Interest Accrual           Payment Currency (if       Interest Reset
Date:                      any):                      Dates:

Maturity Date:             Exchange Rate Agent        Interest Reset
                           (if any):                  Period:

Initial Accrual            Reference Dealers:         Maximum Interest
Period OID:                                           Rate:

Total Amount of            Face Amount (if any):      Minimum Interest
OID:                                                  Rate:

Original Yield to          Fixed Amount of each       Interest Payment
Maturity:                  Indexed Currency (if       Date(s):
                           any):

Optional Repayment         Aggregate Fixed            Interest Payment
Date(s):                   Amount of each             Period:
                           Indexed Currency (if
                           any):

Optional Redemption        Applicability of           Calculation
Date(s):                   Issuer's Option to         Agent:
                           Extend Original
                           Maturity Date:

Initial Redemption         If yes, state Final        Reporting
Date:                      Maturity Date:             Service:

Initial Redemption                                    Variable Rate
Percentage:                                           Renewable Notes:
                                                      -------------------

Annual Redemption                                     Redemption Dates:
Percentage
Reduction:

Ranking:                                              Redemption
                                                      Percentage:

Other Provisions:                                     Initial Maturity
                                                      Date:

                                                      Final Maturity
                                                      Date:

                                                      Applicability of
                                                      Issuer's Option
                                                      to reset Spread
                                                      or Spread

                                                      Multiplier:

               The provisions of Sections 1, 2(b) and 2(c) and 3 through 6 and
9 through 13 of the U.S. Distribution Agreement and the related definitions
are incorporated by reference herein and shall be deemed to have the same force
and effect as if set forth in full herein.

               This Agreement is subject to termination on the terms
incorporated by reference herein.  If this Agreement is so terminated, the
provisions of Sections 3(h), 6, 9, 11, and 13 of the U.S. Distribution
Agreement shall survive for the purposes of this Agreement.

               The following information, opinions, certificates, letters and
documents referred to in Section 4 of the U.S. Distribution Agreement will be
required:  ________________


                                           MORGAN STANLEY & CO. INCORPORATED


                                           By ______________________________
                                              Title:


Accepted:

MORGAN STANLEY GROUP INC.


By ______________________________
         Title:

EX-1.B

                                                              EXHIBIT 1-b

                           MORGAN STANLEY GROUP INC.

                                $[            ]

                Global Medium-Term Notes, Series D and Series E

                   Due More than 9 Months from Date of Issue

                          EURO DISTRIBUTION AGREEMENT



                                                   ____________, 19__



Morgan Stanley & Co. International Limited
Morgan Stanley Bank AG
Morgan Stanley S.A.
Bank Morgan Stanley AG
  c/o Morgan Stanley & Co. International
        Limited
  25 Cabot Square
  Canary Wharf London E14 4QA
  England

Dear Sirs:

               Morgan Stanley Group Inc., a Delaware corporation (the
"Company"), confirms its agreement with you with respect to the issue and sale
from time to time by the Company outside the United States of up to $[       ]
(or the equivalent thereof in one or more foreign currencies or composite
currencies) aggregate initial public offering price of its Global Medium-Term
Notes, Series D (the "Series D Notes") and its Global Medium-Term Notes,
Series E (the "Series E Notes" and together with the Series D Notes, the
"Notes"), due more than 9 months from date of issue, subject to reduction as a
result of the sale of the Company's Global Medium-Term Notes, Series C, to be
sold inside the United States, and the sale of certain of the Company's other
debt securities and warrants to purchase debt securities.  The Series D Notes
are intended to be listed on The International Stock Exchange of the United
Kingdom and the Republic of Ireland Limited (the "International Stock
Exchange") or on another stock exchange or exchanges, if so required by
Section 3(i) hereof.  The Series E Notes will not be listed on any stock
exchange.

               The Notes may be issued as senior indebtedness (the "Senior
Notes") or as subordinated indebtedness (the "Subordinated Notes") of the
Company.  The Senior Notes will be issued pursuant to the provisions of a
senior indenture dated as of April 15, 1989, as supplemented by a First
Supplemental Senior Indenture dated as of May 15, 1991 (as so supplemented and
as may be further supplemented or amended from time to time, the "Senior Debt
Indenture"), between the Company and Chemical Bank, as trustee (the "Senior
Debt Trustee").  The Subordinated Notes will be issued pursuant to the
provisions of a subordinated indenture dated as of April 15, 1989, as
supplemented by a First Supplemental Subordinated Indenture dated as of May
15, 1991 (as so supplemented and as may be further supplemented or amended
from time to time, the "Subordinated Debt Indenture"), between the Company and
The First National Bank of Chicago, as trustee (the "Subordinated Debt
Trustee").  The Senior Debt Indenture and the Subordinated Debt Indenture are
sometimes hereinafter referred to individually as an "Indenture" and
collectively as the "Indentures," and the Senior Debt Trustee and the
Subordinated Debt Trustee are sometimes hereinafter referred to individually
as a "Trustee" and collectively as the "Trustees."  The Notes will have the
maturities, interest rates, redemption provisions, if any, and other terms as
set forth in supplements to the Basic Prospectus referred to below.  The
Company has initially appointed Chemical Bank, London Branch, at its principal
office in London, as principal paying agent (the "Principal Paying Agent") for
the Notes.

               The Notes will be issued in bearer form or in definitive
registered form without coupons (the "Registered Notes").  The Notes issued in
bearer form will be represented initially by a temporary global Note delivered
to a common depositary outside the United States for the operator of the
Euroclear System (the "Euroclear Operator") and Cedel Bank, societe anonyme
("Cedel").  Beneficial interests in a temporary global Note will be
exchangeable for beneficial interests in a permanent global Note.  Beneficial
interests in a permanent global Note will be exchangeable for definitive Notes
in bearer form, with interest coupons attached (such temporary global Note,
permanent global Note and definitive Notes in bearer form are collectively
referred to as the "Bearer Notes"), or for Registered Notes.  As used in this
Agreement, the term "Note" includes any temporary global Note or permanent
global Note issued pursuant to the Indentures.

               The Company hereby appoints you as its exclusive agents for the
purpose of soliciting and receiving offers to purchase Notes from the Company
by others and, on the basis of the representations and warranties herein
contained, but subject to the terms and conditions herein set forth, you agree
to use reasonable efforts to solicit and receive offers to purchase Notes upon
terms acceptable to the Company at such times and in such amounts as the
Company shall from time to time specify.  In addition, you may also purchase
Notes as principal pursuant to the terms of a terms agreement relating to such
sale (a "Terms Agreement") in accordance with the provisions of Section 2(b)
hereof.  Notes denominated or payable in Deutsche Marks may only be offered
and sold by the Company through Morgan Stanley Bank AG, the Deutsche Mark
arranger, on an agency or principal basis.  Morgan Stanley Bank AG agrees to
notify the German Central Bank at the end of each month about the amounts,
dates of issue and other terms of all Notes denominated or payable in Deutsche
Marks offered and sold by Morgan Stanley Bank AG during the month in question.
Notes denominated or payable in French Francs may only be offered and sold by
the Company through Morgan Stanley S.A. on an agency or principal basis, and
Morgan Stanley S.A. agrees to notify the French Tresor prior to the issuance
of any such Notes.  Notes denominated, payable in or indexed to Swiss Francs
may only be offered and sold by the Company through Bank Morgan Stanley AG on
an agency or principal basis, and Bank Morgan Stanley AG agrees to notify the
Swiss National Bank prior to the issuance of any such Notes.

               The Company has filed with the Securities and Exchange
Commission (the "Commission") a registration statement, including a
prospectus, relating to the Notes.  Such registration statement, including the
exhibits thereto, as amended at the Commencement Date (as hereinafter
defined), is hereinafter referred to as the "Registration Statement."  The
Company proposes to file with the Commission from time to time, pursuant to
Rule 424 under the Securities Act of 1933, as amended (the "Securities Act"),
supplements to the prospectus included in the Registration Statement that will
describe certain terms of the Notes.  The prospectus in the form in which it
appears in the Registration Statement is hereinafter referred to as the "Basic
Prospectus."  The term "Prospectus" means the Basic Prospectus together with
the prospectus supplement or supplements (each a "Prospectus Supplement")
specifically relating to Notes, as filed with, or transmitted for filing to,
the Commission pursuant to Rule 424.  As used herein, the terms "Basic
Prospectus" and "Prospectus" shall include in each case the documents, if any,
incorporated by reference therein.  The terms "supplement," "amendment" and
"amend" as used herein shall include all documents deemed to be incorporated
by reference in the Prospectus that are filed subsequent to the date of the
Basic Prospectus by the Company with the Commission pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act").

               1.  Representations and Warranties.  The Company represents and
warrants to and agrees with you as of the Commencement Date, as of each date
on which you solicit offers to purchase Notes, as of each date on which the
Company accepts an offer to purchase Notes (including any purchase by you as
principal pursuant to a Terms Agreement), as of each date the Company issues
and delivers Notes and as of each date the Registration Statement or the Basic
Prospectus is amended or supplemented, as follows (it being understood that
such representations, warranties and agreements shall be deemed to relate to
the Registration Statement, the Basic Prospectus and the Prospectus, each as
amended or supplemented to each such date):

               (a)  The Registration Statement has become effective; no stop
order suspending the effectiveness of the Registration Statement is in effect,
and no proceedings for such purpose are pending before or threatened by the
Commission.

               (b)  (i) Each document, if any, filed or to be filed pursuant
to the Exchange Act and incorporated by reference in the Prospectus complied
or will comply when so filed in all material respects with the Exchange Act
and the applicable rules and regulations of the Commission thereunder, (ii)
each part of the Registration Statement, when such part became effective, did
not contain and each such part, as amended or supplemented, if applicable, will
not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading, (iii) the Registration Statement and the
Prospectus comply and, as amended or supplemented, if applicable, will comply
in all material respects with the Securities Act and the applicable rules and
regulations of the Commission thereunder and (iv) the Prospectus does not
contain and, as amended or supplemented, if applicable, will not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements therein, in the light of the circumstances under which
they were made, not misleading, except that (1) the representations and
warranties set forth in this Section 1(b) do not apply (A) to statements or
omissions in the Registration Statement or the Prospectus based upon
information relating to you furnished to the Company in writing by you
expressly for use therein or (B) to those parts of the Registration Statement
that constitute the Statements of Eligibility (Form T-1) under the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act"), of the Trustees
and (2) the representations and warranties set forth in clauses (iii) and (iv)
above, when made as of the Commencement Date or as of any date on which you
solicit offers to purchase Notes or on which the Company accepts an offer to
purchase Notes, shall be deemed not to cover information concerning an
offering of particular Notes to the extent such information will be set forth
in a supplement to the Basic Prospectus.

               (c)  The Company has been duly incorporated, is validly
existing as a corporation in good standing under the laws of the State of
Delaware, has the corporate power and authority to own its property and to
conduct its business as described in the Prospectus and is duly qualified to
transact business and is in good standing in each jurisdiction in which the
conduct of its business or its ownership or leasing of property requires such
qualification, except to the extent that the failure to be so qualified or be
in good standing would not have a material adverse effect on the Company and
its subsidiaries, taken as a whole.

               (d)  Each subsidiary of the Company has been duly incorporated,
is validly existing as a corporation in good standing under the laws of the
jurisdiction of its incorporation, has the corporate power and authority to own
its property and to conduct its business as described in the Prospectus and is
duly qualified to transact business and is in good standing in each
jurisdiction in which the conduct of its business or its ownership or leasing
of property requires such qualification, except to the extent that the failure
to be so qualified or be in good standing would not have a material adverse
effect on the Company and its subsidiaries, taken as a whole.

               (e)  Each of this Agreement and any applicable Written Terms
Agreement (as hereinafter defined) has been duly authorized, executed and
delivered by the Company.

               (f)  Each Indenture has been duly qualified under the Trust
Indenture Act and has been duly authorized, executed and delivered by the
Company and is a valid and binding agreement of the Company, enforceable in
accordance with its terms except as (i) the enforceability thereof may be
limited by bankruptcy, insolvency or similar laws affecting creditors' rights
generally and (ii) rights of acceleration and the availability of equitable
remedies may be limited by equitable principles of general applicability.

                (g)  The forms of Notes have been duly authorized and
established in conformity with the provisions of the relevant Indenture and,
when the Notes have been executed and authenticated in accordance with the
provisions of the relevant Indenture and delivered to and duly paid for by the
purchasers thereof, the Notes will be entitled to the benefits of such
Indenture and will be valid and binding obligations of the Company,
enforceable in accordance with their respective terms except as (i) the
enforceability thereof may be limited by bankruptcy, insolvency or similar
laws affecting creditors' rights generally and (ii) rights of acceleration, if
any, and the availability of equitable remedies may be limited by equitable
principles of general applicability.

               (h)  The execution and delivery by the Company of this
Agreement, the Notes, the Indentures and any applicable Written Terms
Agreement and the performance by the Company of its obligations under this
Agreement, the Notes, the Indentures and any applicable Terms Agreement will
not contravene any provision of applicable law or the certificate of
incorporation or by-laws of the Company or any agreement or other instrument
binding upon the Company or any of its subsidiaries that is material to the
Company and its subsidiaries, taken as a whole, or any judgment, order or
decree of any governmental body, agency or court having jurisdiction over the
Company or any subsidiary, and no consent, approval, authorization or order
of, or qualification with, any governmental body or agency is required for the
performance by the Company of its obligations under this Agreement, the Notes,
the Indentures and any applicable Terms Agreement; provided, however, that no
representation is made or warranty given as to whether the purchase of the
Notes constitutes a "prohibited transaction" under Section 406 of the Employee
Retirement Income Security Act of 1974, as amended, or Section 4975 of the
Internal Revenue Code of 1986, as amended.

             (i)  There has not occurred any material adverse change, or any
development involving a prospective material adverse change, in the condition,
financial or otherwise, or in the earnings, business or operations of the
Company and its subsidiaries, taken as a whole, from that set forth in the
Prospectus.

             (j)  There are no legal or governmental proceedings pending or
threatened to which the Company or any of its subsidiaries is a party or to
which any of the properties of the Company or any of its subsidiaries is
subject that are required to be described in the Registration Statement or the
Prospectus and are not so described or any statutes, regulations, contracts or
other documents that are required to be described in the Registration
Statement or the Prospectus or to be filed or incorporated by reference as
exhibits to the Registration Statement that are not described, filed or
incorporated as required.

               (k)  Each of the Company and its subsidiaries has all necessary
consents, authorizations, approvals, orders, certificates and permits of and
from, and has made all declarations and filings with, all federal, state,
local and other governmental authorities, all self-regulatory organizations
and all courts and other tribunals, to own, lease, license and use its
properties and assets and to conduct its business in the manner described in
the Prospectus, except to the extent that the failure to obtain or file would
not have a material adverse effect on the Company and its subsidiaries, taken
as a whole.

               (l)  Morgan Stanley & Co. Incorporated is registered as a
broker-dealer and investment adviser with the Commission, is registered with
the Commodity Futures Trading Commission as a futures commission merchant and
is a member of the New York Stock Exchange, Inc. and the National Association
of Securities Dealers, Inc.

               Notwithstanding the foregoing, it is understood and agreed that
the representations and warranties set forth in Section 1(b)(iii) and (iv),
(g) (except as to due authorization of the Notes) and (h), when made as of the
Commencement Date, or as of any date on which you solicit offers to purchase
Notes, with respect to any Notes the payments of principal or interest on
which will be determined by reference to one or more currency exchange rates,
commodity prices, equity indices or other factors, shall be deemed not to
address the application of the Commodity Exchange Act, as amended, or the
rules, regulations or interpretations of the Commodity Futures Trading
Commission.

               2.  Solicitations as Agents; Purchases as Principals.

               (a)  Solicitations as Agents.  In connection with your actions
as agents hereunder, you agree to use reasonable efforts to solicit offers to
purchase Notes upon the terms and conditions set forth in the Prospectus as
then amended or supplemented.

               The Company reserves the right, in its sole discretion, to
instruct you to suspend at any time, for any period of time or permanently,
the solicitation of offers to purchase Notes.  Upon receipt of at least one
business day's prior notice from the Company, you will forthwith suspend
solicitations of offers to purchase Notes from the Company until such time as
the Company has advised you that such solicitation may be resumed.  While such
solicitation is suspended, the Company shall not be required to deliver any
certificates, opinions or letters in accordance with Sections 5(a), 5(b) and
5(c); provided, however, that if the Registration Statement or Prospectus is
amended or supplemented during the period of suspension (other than by an
amendment or supplement providing solely for a change in the interest rates,
redemption provisions, amortization schedules or maturities offered on the
Notes or for a change you deem to be immaterial), you shall not be required to
resume soliciting offers to purchase Notes until the Company has delivered
such certificates, opinions and letters as you may request.

               The Company agrees to pay to you, as consideration for the sale
of each Note resulting from a solicitation made or an offer to purchase
received by you, a commission in the form of a discount from the purchase
price of such Note equal to between .125% and .750% (depending upon such Note's
maturity) of the principal amount of such Note (provided that the commission
for Notes having a maturity of 30 years or greater will be negotiated) or such
other discount as may be specified in the Prospectus Supplement relating to
such Note.

               You shall communicate to the Company, orally or in writing,
each offer to purchase Notes received by you as agent that in your judgment
should be considered by the Company.  The Company shall have the sole right to
accept offers to purchase Notes and may reject any offer in whole or in part.
You shall have the right to reject any offer to purchase Notes that you
consider to be unacceptable, and any such rejection shall not be deemed a
breach of your agreements contained herein.  The procedural details relating
to the issue and delivery of Notes sold by you as agent and the payment
therefor shall be as set forth in the Administrative Procedures (as
hereinafter defined).

                (b)  Purchases as Principal.  Each sale of Notes to you as
principal shall be made in accordance with the terms of this Agreement.  In
connection with each such sale, the Company will enter into a Terms Agreement
that will provide for the sale of such Notes to and the purchase thereof by
you.  Each Terms Agreement will take the form of either (i) a written
agreement between you and the Company, which may be substantially in the form
of Exhibit A hereto (a "Written Terms Agreement"), or (ii) an oral agreement
between you and the Company confirmed in writing by you to the Company.

               Your commitment to purchase Notes as principal pursuant to a
Terms Agreement shall be deemed to have been made on the basis of the
representations and warranties of the Company herein contained and shall be
subject to the terms and conditions herein set forth.  Each Terms Agreement
shall specify the principal amount of Notes to be purchased by you pursuant
thereto, the maturity date of such Notes, the price to be paid to the Company
for such Notes, the interest rate and interest rate formula, if any, applicable
to such Notes and any other terms of such Notes.  Each such Terms Agreement
may also specify any requirements for officers' certificates, opinions of
counsel and letters from the independent auditors of the Company pursuant to
Section 4 hereof.  A Terms Agreement may also specify certain provisions
relating to the reoffering of such Notes by you.

               Each Terms Agreement shall specify the time and place of
delivery of and payment for such Notes.  Unless otherwise specified in a Terms
Agreement, the procedural details relating to the issue and delivery of Notes
purchased by you as principal and the payment therefor shall be as set forth
in the Administrative Procedures.  Each date of delivery of and payment for
Notes to be purchased by you as principal pursuant to a Terms Agreement is
referred to herein as a "Settlement Date."

               Unless otherwise specified in a Terms Agreement, if you are
purchasing Notes as principal you may resell such Notes to other dealers.  Any
such sales may be at a discount, which shall not exceed the amount set forth
in the Prospectus Supplement relating to such Notes.

               (c)  Administrative Procedures.  You and the Company agree to
perform the respective duties and obligations specifically provided to be
performed in the Global Medium-Term Notes, Series D and Series E,
Administrative Procedures (attached hereto as Exhibit B) (the "Administrative
Procedures"), as amended from time to time.  The Administrative Procedures may
be amended only by written agreement of the Company and you.

               (d)  Delivery.  The documents required to be delivered by
Section 4 of this Agreement as a condition precedent to your obligation to
begin soliciting offers to purchase Notes as agent of the Company shall be
delivered at the office of Davis Polk & Wardwell, your counsel, not later than
4:00 p.m., New York time, on the date hereof, or at such other time and/or
place as you and the Company may agree upon in writing, but in no event later
than the day prior to the earlier of (i) the date on which you begin
soliciting offers to purchase Notes and (ii) the first date on which the
Company accepts any offer by you to purchase Notes as principal.  The date of
delivery of such documents is referred to herein as the "Commencement Date."

               3.  Agreements.  The Company agrees with you that:

               (a)  Prior to the termination of the offering of the Notes
pursuant to this Agreement or any Terms Agreement, the Company will not file
any Prospectus Supplement relating to the Notes or any amendment to the
Registration Statement unless the Company has previously furnished to you a
copy thereof for your review and will not file any such proposed supplement or
amendment to which you reasonably object; provided, however, that the
foregoing requirement shall not apply to any of the Company's periodic filings
with the Commission required to be filed pursuant to Section 13(a), 13(c),
13(f), 14 or 15(d) of the Exchange Act, copies of which filings the Company
will cause to be delivered to you promptly after being transmitted for filing
with the Commission.  Subject to the foregoing sentence, the Company will
promptly cause each Prospectus Supplement to be filed with or transmitted for
filing to the Commission in accordance with Rule 424(b) under the Securities
Act.  The Company will promptly advise you (i) of the filing of any amendment
or supplement to the Basic Prospectus, (ii) of the filing and effectiveness of
any amendment to the Registration Statement, (iii) of any request by the
Commission for any amendment to the Registration Statement or any amendment or
supplement to the Basic Prospectus or for any additional information, (iv) of
the issuance by the Commission of any stop order suspending the effectiveness
of the Registration Statement or the institution or threatening of any
proceeding for that purpose, (v) of the receipt by the Company of any
notification with respect to the suspension of the qualification of the Notes
for sale in any jurisdiction or the initiation or threatening of any
proceeding for such purpose and (vi) of the issuance by any non- United States
regulatory authority of any request for information relating to the Notes or
suspension of the listing of the Notes on any stock exchange on which the
Notes are then listed.  The Company will use its best efforts to prevent the
issuance of any such stop order or notice of suspension of qualification or
listing and, if issued, to obtain as soon as possible the withdrawal thereof.
If the Basic Prospectus is amended or supplemented as a result of the filing
under the Exchange Act of any document incorporated by reference in the
Prospectus, you shall not be obligated to solicit offers to purchase Notes so
long as you are not reasonably satisfied with such document.

               (b)  If, at any time when a prospectus relating to the Notes is
required to be delivered under the Securities Act or made available to
purchasers of the Notes, any event occurs or condition exists as a result of
which the Prospectus, as then amended or supplemented, would include an untrue
statement of a material fact, or omit to state any material fact necessary to
make the statements therein, in the light of the circumstances when the
Prospectus, as then amended or supplemented, is delivered to a purchaser, not
misleading, or if, in your opinion or in the opinion of the Company, it is
necessary at any time to amend or supplement the Prospectus, as then amended
or supplemented, to comply with applicable law, the Company will immediately
notify you by telephone (with confirmation in writing) to suspend solicitation
of offers to purchase Notes and, if so notified by the Company, you shall
forthwith suspend such solicitation and cease using the Prospectus, as then
amended or supplemented.  If the Company shall decide to amend or supplement
the Registration Statement or Prospectus, as then amended or supplemented, it
shall so advise you promptly by telephone (with confirmation in writing) and,
at its expense, shall prepare and cause to be filed promptly with the
Commission an amendment or supplement to the Registration Statement or
Prospectus, as then amended or supplemented, satisfactory in all respects to
you, that will correct such statement or omission or effect such compliance
and will supply such amended or supplemented Prospectus to you in such
quantities as you may reasonably request.  If any documents, certificates,
opinions and letters furnished to you pursuant to paragraph (e) below and
Sections 5(a), 5(b) and 5(c) in connection with the preparation and filing of
such amendment or supplement are satisfactory in all respects to you, upon the
filing with the Commission of such amendment or supplement to the Prospectus
or upon the effectiveness of an amendment to the Registration Statement, you
will resume the solicitation of offers to purchase Notes hereunder.
Notwithstanding any other provision of this Section 3(b), until the
distribution of any Notes you may own as principal has been completed, if any
event described above in this paragraph (b) occurs, the Company will, at its
own expense, forthwith prepare and cause to be filed promptly with the
Commission an amendment or supplement to the Registration Statement or
Prospectus, as then amended or supplemented, satisfactory in all respects to
you, will supply such amended or supplemented Prospectus to you in such
quantities as you may reasonably request and shall furnish to you pursuant to
paragraph (e) below and Sections 5(a), 5(b) and 5(c) such documents,
certificates, opinions and letters as you may request in connection with the
preparation and filing of such amendment or supplement.

               (c)  The Company will make generally available to its security
holders and to you as soon as practicable earning statements that satisfy the
provisions of Section 11(a) of the Securities Act and the rules and
regulations of the Commission thereunder covering twelve month periods
beginning, in each case, not later than the first day of the Company's fiscal
quarter next following the "effective date" (as defined in Rule 158 under the
Securities Act) of the Registration Statement with respect to each sale of
Notes.  If such fiscal quarter is the last fiscal quarter of the Company's
fiscal year, such earning statement shall be made available not later than 90
days after the close of the period covered thereby and in all other cases
shall be made available not later than 45 days after the close of the period
covered thereby.

               (d)  The Company will furnish to you, without charge, a signed
copy of the Registration Statement, including exhibits and all amendments
thereto, and as many copies of the Prospectus, any documents incorporated by
reference therein and any supplements and amendments thereto as you may
reasonably request.

               (e)  During the term of this Agreement, the Company shall
furnish to you such relevant documents and certificates of officers of the
Company relating to the business, operations and affairs of the Company, the
Registration Statement, the Basic Prospectus, any amendments or supplements
thereto, the Indentures, the Notes, this Agreement, the Administrative
Procedures, any Terms Agreement and the performance by the Company of its
obligations hereunder or thereunder as you may from time to time reasonably
request.

               (f)  The Company shall notify you promptly in writing of any
downgrading, or of its receipt of any notice of any intended or potential
downgrading or of any review for possible change that does not indicate the
direction of the possible change, in the rating accorded any of the Company's
securities by any "nationally recognized statistical rating organization," as
such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

               (g)  The Company will, whether or not any sale of Notes is
consummated, pay all expenses incident to the performance of its obligations
under this Agreement and any Terms Agreement, including: (i) the preparation
and filing of the Registration Statement and the Prospectus and all amendments
and supplements thereto, (ii) the preparation, issuance and delivery of the
Notes, (iii) the fees and disbursements of the Company's counsel and
accountants, the Trustees and their counsel and the Principal Paying Agent and
its counsel and any paying agents for the Notes appointed by the Company, (iv)
the fees and expenses incurred with respect to listing the Series D Notes on
the International Stock Exchange or on another stock exchange or exchanges if
so required by Section 3(i), (v) the printing and delivery to you in
quantities as hereinabove stated of copies of the Registration Statement and
all amendments thereto and of the Prospectus and any amendments or supplements
thereto, (vi) the printing and delivery to you of copies of the Indentures,
(vii) any fees charged by rating agencies for the rating of the Notes, (viii)
the fees and expenses, if any, incurred with respect to any filing with the
National Association of Securities Dealers, Inc., (ix) the fees and
disbursements of your counsel incurred in connection with the offering and
sale of the Notes, including any opinions to be rendered by such counsel
hereunder, and (x) any out-of-pocket expenses incurred by you; provided that
any advertising expenses incurred by you shall have been approved by the
Company.

               (h)  During the period beginning on the date of any Terms
Agreement and continuing to and including the Settlement Date with respect to
such Terms Agreement, the Company will not, without your prior consent, offer,
sell, contract to sell or otherwise dispose of any debt securities of the
Company substantially similar to such Notes (other than (i) the Notes that are
to be sold pursuant to such Terms Agreement, (ii) Notes previously agreed to
be sold by the Company and (iii) commercial paper issued in the ordinary
course of business), except as may otherwise be provided in such Terms
Agreement.

               (i)  The Company will indemnify and hold you harmless against
any documentary, stamp or similar transfer or issue tax, including any
interest and penalties, on the issue of the Notes in accordance with the terms
of this Agreement, on the execution and delivery of this Agreement and on the
exchange of any temporary global Notes for definitive Notes or permanent
global Notes that are or may be required to be paid under the laws of the
United Kingdom, the United States or any political subdivision or taxing
authority thereof or therein.

               (j)  In connection with the application to list the Series D
Notes on the International Stock Exchange, the Company will furnish from time
to time any and all documents, instruments, information and undertakings and
publish all advertisements or other material that may be necessary in order to
effect such listing and will maintain such listing until none of the Series D
Notes is outstanding or until such time as payment of principal, premium, if
any, and interest in respect of all the Series D Notes has been duly provided
for, whichever is earlier; provided, however, that if the Company can no
longer reasonably maintain such listing, it will use its best efforts to
obtain and maintain the quotation for, or listing of, the Series D Notes on
such other stock exchange or exchanges as you shall reasonably request.  In
addition, for so long as the Series D Notes are listed on a stock exchange and
such exchange so requires, the Company will maintain in London, or in such
other place as the Series D Notes are listed (if the Series D Notes are no
longer listed on the International Stock Exchange), a paying agent in respect
of the Series D Notes.

               4.  Conditions of the Obligations of the Agents.  Your
obligation to solicit offers to purchase Notes as agent of the Company, your
obligation to purchase Notes as principal pursuant to any Terms Agreement and
the obligation of any other purchaser to purchase Notes will be subject to the
accuracy of the representations and warranties on the part of the Company
herein, to the accuracy of the statements of the Company's officers made in
each certificate furnished pursuant to the provisions hereof and to the
performance and observance by the Company of all covenants and agreements
herein contained on its part to be performed and observed (in the case of your
obligation to solicit offers to purchase Notes, at the time of such
solicitation, and, in the case of your or any other purchaser's obligation to
purchase Notes, at the time the Company accepts the offer to purchase such
Notes and at the time of issuance and delivery) and (in each case) to the
following additional conditions precedent when and as specified:

               (a)  Prior to such solicitation or purchase, as the case may be:

               (i)  there shall not have occurred any change, or any
         development involving a prospective change, in the condition,
         financial or otherwise, or in the earnings, business or operations of
         the Company and its subsidiaries, taken as a whole, from that set
         forth in the Prospectus, as amended or supplemented at the time of
         such solicitation or at the time such offer to purchase was made,
         that, in your judgment, is material and adverse and that makes it, in
         your judgment, impracticable to market the Notes on the terms and in
         the manner contemplated by the Prospectus, as so amended or
         supplemented;

             (ii)  there shall not have occurred such a change in national or
         international financial, political or economic conditions or currency
         exchange rates or exchange controls as would in your view be likely to
         prejudice materially the success of the offering and distribution of
         the Notes or dealings in the Notes in the secondary market; and

            (iii)  there shall not have occurred any downgrading, nor shall
         any notice have been given of any intended or potential downgrading
         or of any review for a possible change that does not indicate the
         direction of the possible change, in the rating accorded any of the
         Company's securities by any "nationally recognized statistical rating
         organization," as such term is defined for purposes of Rule 436(g)(2)
         under the Securities Act;

(A) except, in each case described in paragraph (i), (ii) or (iii) above, as
disclosed to you in writing by the Company prior to such solicitation or, in
the case of a purchase of Notes, before the offer to purchase such Notes was
made or (B) unless in each case described in (ii) above, the relevant event
shall have occurred and been known to you prior to such solicitation or, in
the case of a purchase of Notes, before the offer to purchase such Notes was
made.

               (b)  On the Commencement Date and, if called for by any Terms
Agreement, on the corresponding Settlement Date, you shall have received:

               (i)  The opinion, dated as of such date, of Jonathan M. Clark,
         General Counsel and Secretary of the Company, or of other counsel
         satisfactory to the Agent and who is an officer of the Company, to
         the effect that:

                     (A)  the Company has been duly incorporated, is validly
               existing as a corporation in good standing under the laws of
               the State of Delaware, has the corporate power and authority to
               own its property and to conduct its business as described in
               the Prospectus, as amended or supplemented, and is duly
               qualified to transact business and is in good standing in each
               jurisdiction in which the conduct of its business or its
               ownership or leasing of property requires such qualification,
               except to the extent that the failure to be so qualified or be
               in good standing would not have a material adverse effect on
               the Company and its consolidated subsidiaries, taken as a whole;

                     (B)  each of Morgan Stanley & Co. Incorporated and Morgan
               Stanley International Incorporated (each a "Material
               Subsidiary") has been duly incorporated, is validly existing as
               a corporation in good standing under the laws of the
               jurisdiction of its incorporation, has the corporate power and
               authority to own its property and to conduct its business as
               described in the Prospectus, as amended or supplemented, and is
               duly qualified to transact business and is in good standing in
               each jurisdiction in which the conduct of its business or its
               ownership or leasing of property requires such qualification,
               except to the extent that the failure to be so qualified or be
               in good standing would not have a material adverse effect on
               the Company and its consolidated subsidiaries, taken as a whole;

                     (C)  each of the Company and its Material Subsidiaries
               has all necessary consents, authorizations, approvals, orders,
               certificates and permits of and from, and has made all
               declarations and filings with, all federal, state, local and
               other governmental authorities, all self-regulatory
               organizations and all courts and other tribunals, to own,
               lease, license and use its properties and assets and to conduct
               its business in the manner described in the Prospectus, as
               amended or supplemented, except to the extent that the failure
               to obtain or file would not have a material adverse effect on
               the Company and its consolidated subsidiaries, taken as a whole;

                     (D)  each of this Agreement and any applicable Written
               Terms Agreement has been duly authorized, executed and
               delivered by the Company;

                     (E)  each Indenture has been duly qualified under the
               Trust Indenture Act and has been duly authorized, executed and
               delivered by the Company and is a valid and binding agreement
               of the Company, enforceable in accordance with its terms except
               as (i) the enforceability thereof may be limited by bankruptcy,
               insolvency or similar laws affecting creditors' rights
               generally and (ii) rights of acceleration and the availability
               of equitable remedies may be limited by equitable principles of
               general applicability;

                     (F)  the forms of Notes have been duly authorized and
               established in conformity with the provisions of the relevant
               Indenture and, if the Notes had been executed by the Company and
               authenticated by the relevant Trustee or its duly appointed
               agent in accordance with the provisions of the relevant
               Indenture and delivered to and duly paid for by the purchasers
               thereof on the date of such opinion, the Notes would be entitled
               to the benefits of such Indenture and would be valid and
               binding obligations of the Company, enforceable in accordance
               with their respective terms except as (i) the enforceability
               thereof may be limited by bankruptcy, insolvency or similar
               laws affecting creditors' rights generally and (ii) rights of
               acceleration and the availability of equitable remedies may be
               limited by equitable principles of general applicability;

                     (G)  the execution and delivery by the Company of the
               Notes, the Indentures and any applicable Written Terms
               Agreement and the performance by the Company of its obligations
               under this Agreement, the Notes, the Indentures and any
               applicable Terms Agreement will not contravene any provision of
               applicable law or the certificate of incorporation or by-laws
               of the Company or, to the best of such counsel's knowledge, any
               agreement or other instrument binding upon the Company or any
               of its subsidiaries that is material to the Company and its
               consolidated subsidiaries, taken as a whole, or, to the best of
               such counsel's knowledge, any judgment, order or decree of any
               governmental body, agency or court having jurisdiction over the
               Company or any subsidiary, and no consent, approval,
               authorization or order of or qualification with any
               governmental body or agency is required for the performance by
               the Company of its obligations under this Agreement, the Notes,
               the Indentures and any applicable Terms Agreement;
               provided, however, that no opinion is expressed on whether the
               purchase of the Notes constitutes a "prohibited transaction"
               under Section 406 of the Employee Retirement Income Security
               Act of 1974, as amended, or Section 4975 of the Internal
               Revenue Code of 1986, as amended;

                     (H)  the statements (1) in the Prospectus, as then
               amended or supplemented, under the captions "Description of
               Notes" (in the Prospectus Supplement), "Description of Debt
               Securities" (in the Basic Prospectus) and "Plan of Distribution"
               (in the Prospectus Supplement and in the Basic Prospectus), (2)
               in the Registration Statement, as then amended or supplemented,
               under Item 15, (3) in "Item 3 - Legal Proceedings" of the
               Company's most recent annual report on Form 10-K incorporated
               by reference in the Prospectus and (4) in "Item 1 - Legal
               Proceedings" of Part II of the Company's quarterly reports on
               Form 10-Q, if any, filed since such annual report, in each case
               insofar as such statements constitute summaries of the legal
               matters, documents or proceedings referred to therein, fairly
               present the information called for with respect to such legal
               matters, documents and proceedings and fairly summarize the
               matters referred to therein;

                     (I)  after due inquiry, such counsel does not know of any
               legal or governmental proceedings pending or threatened to
               which the Company or any of its subsidiaries is a party or to
               which any of the properties of the Company or any of its
               subsidiaries is subject that are required to be described in
               the Registration Statement or the Prospectus, as then amended
               or supplemented, and are not so described or of any statutes,
               regulations, contracts or other documents that are required to
               be described in the Registration Statement or the Prospectus,
               as then amended or supplemented, or to be filed or incorporated
               by reference as exhibits to such Registration Statement that
               are not described, filed or incorporated by reference as
               required; and

                     (J)  such counsel (1) is of the opinion that each
               document, if any, filed pursuant to the Exchange Act and
               incorporated by reference in the Prospectus, as then amended or
               supplemented (except for financial statements and schedules
               included therein as to which such counsel need not express any
               opinion), complied when so filed as to form in all material
               respects with the Exchange Act and the applicable rules and
               regulations of the Commission thereunder, (2) has no reason to
               believe that (except for financial statements and schedules as
               to which such counsel need not express any belief and except
               for that part of the Registration Statement that constitutes
               the Forms T-1 heretofore referred to) any part of the
               Registration Statement, as then amended, if applicable, when
               such part became effective contained, and as of the date such
               opinion is delivered, contains any untrue statement of a
               material fact or omitted or omits to state a material fact
               required to be stated therein or necessary to make the
               statements therein not misleading, (3) is of the opinion that
               the Registration Statement and Prospectus, as then amended or
               supplemented, if applicable (except for financial statements
               and schedules included therein as to which such counsel need
               not express any opinion), comply as to form in all material
               respects with the Securities Act and the applicable rules and
               regulations of the Commission thereunder and (4) has no reason
               to believe that (except for financial statements and schedules
               as to which such counsel need not express any belief) the
               Prospectus, as then amended or supplemented, if applicable, as
               of the date such opinion is delivered contains any untrue
               statement of a material fact or omits to state a material fact
               necessary in order to make the statements therein, in the light
               of the circumstances under which they were made, not
               misleading; provided that in the case of an opinion delivered
               on the Commencement Date or pursuant to Section 5(b), the
               opinion and belief set forth in clauses (3) and (4) above shall
               be deemed not to cover information concerning an offering of
               particular Notes to the extent such information will be set
               forth in a supplement to the Basic Prospectus.

            (ii)  The opinion, dated as of such date, of Davis Polk &
         Wardwell, your special counsel, covering the matters in subparagraphs
         (D), (E), (F) and (H) (with respect to statements in the Prospectus,
         as then amended or supplemented, under the captions "Description of
         Notes" (in the Prospectus Supplement), "Description of Debt
         Securities" (in the Basic Prospectus) and "Plan of Distribution" (in
         the Prospectus Supplement and in the Basic Prospectus)) and clauses
         (2), (3) and (4) of subparagraph (J) in paragraph (b)(i) above.

               Notwithstanding the foregoing, the opinions described in
         subparagraphs (F) (except as to due authorization of the Notes), (G),
         (H)(1) and (J)(3) and (4) of paragraph (b)(i) above, when contained
         in an opinion delivered on the Commencement Date or pursuant to
         Section 5(b), shall be deemed not to address the application of the
         Commodity Exchange Act, as amended, or the rules, regulations or
         interpretations of the Commodity Futures Trading Commission to Notes
         the payments of principal or interest on which will be determined by
         reference to one or more currency exchange rates, commodity prices,
         equity indices or other factors.

               With respect to subparagraph (J) of paragraph (b)(i) above,
         Jonathan M. Clark or such other counsel for the Company may state
         that his opinion and belief are based upon his participation, or the
         participation of someone under his supervision, in the preparation of
         the Registration Statement and Prospectus and any amendments or
         supplements thereto and documents incorporated therein by reference
         and review and discussion of the contents thereof, but are without
         independent check or verification, except as specified.  With respect
         to clauses (2), (3) and (4) of subparagraph (J) of paragraph (b)(i)
         above, Davis Polk & Wardwell may state that their opinion and belief
         are based upon their participation in the preparation of the
         Registration Statement and Prospectus and any amendments or
         supplements thereto (but not including documents incorporated therein
         by reference) and review and discussion of the contents thereof
         (including documents incorporated therein by reference), but are
         without independent check or verification, except as specified.

               The opinion of Jonathan M. Clark or such other counsel for the
         Company described in paragraph (b)(i) above shall be rendered to you
         at the request of the Company and shall so state therein.

            (iii)  The opinion, dated as of such date, of Shearman & Sterling,
         special counsel to the Company, to the effect that the statements set
         forth under the captions "United States Federal Taxation--Foreign
         Holders" and "United States Federal Taxation--United States Holders"
         in the Prospectus Supplement and under the caption "Limitations on
         Issuance of Bearer Debt Securities and Bearer Debt Warrants" in the
         Basic Prospectus, insofar as such statements relate to statements of
         law or legal conclusions under the laws of the United States or
         matters of United States law, fairly present the information called
         for and fairly summarize the matters referred to therein.

               The opinion of Shearman & Sterling, described in paragraph
         (b)(iii) above shall be rendered to you at the request of the Company
         and shall so state therein.

               (c)  On the Commencement Date and, if called for by any Terms
Agreement, on the corresponding Settlement Date, you shall have received a
certificate, dated the Commencement Date or such Settlement Date, as the case
may be, and signed by an executive officer of the Company to the effect set
forth in subparagraph (a)(iii) above and to the effect that the
representations and warranties of the Company contained in this Agreement are
true and correct as of such date and that the Company has complied with all of
the agreements and satisfied all of the conditions on its part to be performed
or satisfied on or before such date.

               The officer signing and delivering such certificate may rely
upon the best of his knowledge as to proceedings threatened.

               (d)  On the Commencement Date and, if called for by any Terms
Agreement, on the corresponding Settlement Date, the Company's independent
auditors shall have furnished to you a letter or letters, dated as of the
Commencement Date or such Settlement Date, as the case may be, in form and
substance satisfactory to you containing statements and information of the
type ordinarily included in accountants' "comfort letters" to underwriters with
respect to the financial statements and certain financial information
contained in or incorporated by reference into the Prospectus, as then amended
or supplemented.

               (e)  On the Commencement Date and on each Settlement Date, the
Company shall have furnished to you such appropriate further information,
certificates and documents as you may reasonably request.

               (f)  On the Commencement Date, application to list the Series D
Notes on the International Stock Exchange shall have been made and, prior to
the issuance of the first Series D Note, such listing shall have been granted,
subject to official notice of issuance.

               5.  Additional Agreements of the Company.  (a) Each time the
Registration Statement or Prospectus is amended or supplemented (other than by
an amendment or supplement providing solely for a change in the interest
rates, redemption provisions, amortization schedules or maturities offered on
the Notes or for a change you deem to be immaterial), the Company will deliver
or cause to be delivered forthwith to you a certificate signed by an executive
officer of the Company, dated the date of such amendment or supplement, as the
case may be, in form reasonably satisfactory to you, of the same tenor as the
certificate referred to in Section 4(c) relating to the Registration Statement
or the Prospectus as amended or supplemented to the time of delivery of such
certificate.

               (b)  Each time the Company furnishes a certificate pursuant to
Section 5(a), the Company will furnish or cause to be furnished forthwith to
you a written opinion of counsel for the Company.  Any such opinion shall be
dated the date of such amendment or supplement, as the case may be, shall be
in a form satisfactory to you and shall be of the same tenor as the opinion
referred to in Section 4(b)(i), but modified to relate to the Registration
Statement and the Prospectus as amended and supplemented to the time of
delivery of such opinion.  In lieu of such opinion, counsel last furnishing
such an opinion to you may furnish to you a letter to the effect that you may
rely on such last opinion to the same extent as though it were dated the date
of such letter (except that statements in such last opinion will be deemed to
relate to the Registration Statement and the Prospectus as amended or
supplemented to the time of delivery of such letter.)

               (c)  Each time the Registration Statement or the Prospectus is
amended or supplemented to set forth amended or supplemental financial
information or such amended or supplemental information is incorporated by
reference in the Prospectus, the Company shall cause its independent auditors
forthwith to furnish you with a letter, dated the date of such amendment or
supplement, as the case may be, in form satisfactory to you, of the same tenor
as the letter referred to in Section 4(d), with regard to the amended or
supplemental financial information included or incorporated by reference in
the Registration Statement or the Prospectus as amended or supplemented to the
date of such letter.

               6.  Indemnification and Contribution.  (a) The Company agrees
to indemnify and hold harmless you and each person, if any, who controls you
within the meaning of either Section 15 of the Securities Act or Section 20 of
the Exchange Act from and against any and all losses, claims, damages and
liabilities (including, without limitation, any legal or other expenses
reasonably incurred by you or any such controlling person in connection with
defending or investigating any such action or claim) caused by any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement or any amendment thereof or the Prospectus (as amended
or supplemented if the Company shall have furnished any amendments or
supplements thereto), or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as such losses, claims,
damages or liabilities are caused by any such untrue statement or omission or
alleged untrue statement or omission based upon information relating to you
furnished to the Company in writing by you expressly for use therein.

               (b)  You agree to indemnify and hold harmless the Company, its
directors, its officers who sign the Registration Statement and each person,
if any, who controls the Company within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act to the same extent as the
foregoing indemnity from the Company to you, but only with reference to
information relating to you furnished to the Company in writing by you
expressly for use in the Registration Statement or the Prospectus or any
amendments or supplements thereto.

               (c)  In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of which
indemnity may be sought pursuant to either paragraph (a) or (b) above, such
person (the "indemnified party") shall promptly notify the person against whom
such indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain
counsel reasonably satisfactory to the indemnified party to represent the
indemnified party and any others the indemnifying party may designate in such
proceeding and shall pay the fees and disbursements of such counsel related to
such proceeding.  In any such proceeding, any indemnified party shall have the
right to retain its own counsel, but the fees and expenses of such counsel
shall be at the expense of such indemnified party unless (i) the indemnifying
party and the indemnified party shall have mutually agreed to the retention of
such counsel or (ii) the named parties to any such proceeding (including any
impleaded parties) include both the indemnifying party and the indemnified
party and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them.  It
is understood that the indemnifying party shall not, in respect of the legal
expenses of any indemnified party in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for the fees and expenses of
more than one separate firm (in addition to any local counsel) for all such
indemnified parties and that all such fees and expenses shall be reimbursed as
they are incurred.  Such firm shall be designated in writing by you, in the
case of parties indemnified pursuant to paragraph (a) above, and by the
Company, in the case of parties indemnified pursuant to paragraph (b) above.
The indemnifying party shall not be liable for any settlement of any
proceeding effected without its written consent, but if settled with such
consent or if there be a final judgment for the plaintiff, the indemnifying
party agrees to indemnify the indemnified party from and against any loss or
liability by reason of such settlement or judgment.  Notwithstanding the
foregoing sentence, if at any time an indemnified party shall have requested
an indemnifying party to reimburse the indemnified party for fees and expenses
of counsel as contemplated by the second and third sentences of this
paragraph, the indemnifying party agrees that it shall be liable for any
settlement of any proceeding effected without its written consent if (i) such
settlement is entered into more than 30 days after receipt by such
indemnifying party of the aforesaid request and (ii) such indemnifying party
shall not have reimbursed the indemnified party in accordance with such
request prior to the date of such settlement.  No indemnifying party shall,
without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding.

               (d)  To the extent the indemnification provided for in
paragraph (a) or (b) of this Section 6 is unavailable to an indemnified party
or insufficient in respect of any losses, claims, damages or liabilities
referred to therein in connection with any offering of Notes, then each
indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable
by such indemnified party as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company on the one hand and you on the other hand
from the offering of such Notes or (ii) if the allocation provided by clause
(i) is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause (i) above but
also the relative fault of the Company on the one hand and you on the other
hand in connection with the statements or omissions that resulted in such
losses, claims, damages or liabilities, as well as any other relevant
equitable considerations.  The relative benefits received by the Company on
the one hand and you on the other hand in connection with the offering of such
Notes shall be deemed to be in the same respective proportions as the total
net proceeds from the offering of such Notes (before deducting expenses)
received by the Company bear to the total discounts and commissions received
by you in respect thereof.  The relative fault of the Company on the one hand
and of you on the other hand shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or
the omission or alleged omission to state a material fact relates to
information supplied by the Company or by you and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.

               (e)  The Company and you agree that it would not be just or
equitable if contribution pursuant to this Section 6 were determined by pro
rata allocation or by any other method of allocation that does not take
account of the equitable considerations referred to in paragraph (d) above.
The amount paid or payable by an indemnified party as a result of the losses,
claims, damages and liabilities referred to in paragraph (d) above shall be
deemed to include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such indemnified party in connection
with investigating or defending any such action or claim.  Notwithstanding the
provisions of this Section 6, you shall not be required to contribute any
amount in excess of the amount by which the total price at which the Notes
referred to in paragraph (d) above that were offered and sold to the public
through you exceeds the amount of any damages that you have otherwise been
required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission.  No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.  The remedies provided for in this Section 6 are
not exclusive and shall not limit any rights or remedies which may otherwise
be available to any indemnified party at law or in equity.

               (f)   The indemnity and contribution provisions contained in
this Section 6, representations, warranties and other statements of the
Company, its officers and you set forth in or made pursuant to this Agreement
or any Terms Agreement will remain in full force and effect regardless of (i)
any termination of this Agreement or any such Terms Agreement, (ii) any
investigation made by or on behalf of you or any person controlling you or by
or on behalf of the Company, its officers or directors or any person
controlling the Company and (iii) acceptance of and payment for any of the
Notes.

               7.  Offering Restrictions.  You hereby represent to the Company
and agree with respect to the Notes that:

             (a)(1)  you have not (i) offered or sold and during the
         Restricted Period (as defined below) will not offer or sell Bearer
         Notes (including any Note that is exchangeable for Bearer Notes)
         directly or indirectly in the United States (as defined below) or to
         or for the account of any United States person (as defined below),
         other than to a Qualifying Foreign Branch (as defined below) or to
         certain other persons as provided under United States Treasury
         Regulations Section 1.163-5(c)(2)(i)(D)(1)(iii)(B) and (C); and (ii)
         delivered and will not deliver within the United States definitive
         Bearer Notes that are sold during the Restricted Period;

               (2)  you have, and throughout the Restricted Period will have,
         in effect procedures reasonably designed to ensure that your
         employees or agents who are directly engaged in selling Bearer Notes
         are aware that such Bearer Notes may not be offered or sold during
         the Restricted Period to a person who is within the United States or
         to a United States person, except as permitted by Section 7(a)(1)(i)
         above;

               (3)  if you are a United States person, you are acquiring the
         Bearer Notes for purposes of resale in connection with their original
         issuance and if you retain Bearer Notes for your own account, you
         will only do so in accordance with the requirements of United States
         Treasury Regulations Section 1.163-5(c)(2)(i)(D)(6);

               (4)  if you transfer to any affiliate Bearer Notes for the
         purpose of offering or selling such Bearer Notes during the
         Restricted Period, you will either (i) obtain from such affiliate for
         the benefit of the Company the representations and agreements
         contained in clauses (1), (2) and (3) or (ii) repeat and confirm the
         representations and agreements contained in clauses (1), (2) and (3)
         on such affiliate's behalf and obtain from such affiliate the
         authority to so obligate it; and

               (5)  you will obtain for the benefit of the Company the
         representations and agreements contained in clauses (1), (2), (3) and
         (4) from any person other than your affiliate with whom you enter
         into a written contract, within the meaning of United States Treasury
         Regulations Section 1.163-5(c)(2)(i)(D)(4), for the offer or sale
         during the Restricted Period of Bearer Notes.

For purposes of this Section 7(a), an offer or sale will be considered to be
made in the United States if the offeror or seller of such Notes has an
address within the United States for the offeree or purchaser of such Notes
with respect to the offer or sale.  As used in this Section 7(a), "United
States person" means a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in or under the
laws of the United States or any political subdivision thereof, or an estate
or trust the income of which is subject to United States federal income
taxation regardless of its source, "United States" means the United States
(including the States and the District of Columbia), its territories, its
possessions and any other areas subject to its jurisdiction; "Qualifying
Foreign Branch" means a branch of a United States financial institution, as
defined in United States Treasury Regulations Section 1.165-12(c)(1)(v),
located outside the United States that is purchasing for its own account or for
resale and that has agreed, as a condition to purchase, to comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the United States Internal
Revenue Code of 1986, as amended (the "Code"), and the regulations thereunder;
and "Restricted Period" with respect to each issuance means the period which
begins on the earlier of the date on which the Company receives the proceeds
of the sale of Notes with respect to such issuance or the first date on which
the Notes are offered to persons other than you, and which ends 40 days after
the date on which the Company receives the proceeds of the sale of such Notes;
provided that with respect to a Note held as part of an unsold allotment or
subscription, any offer or sale of such Note by the Company or you shall be
deemed to be during the Restricted Period.

         (b)  (1) You have not offered or sold, and will not offer or sell,
directly or indirectly, in the United Kingdom, by means of any document any of
the Notes other than to persons whose ordinary business it is to buy or sell
shares or debentures, whether as principal or agent or in circumstances which
do not constitute an offer to the public within the meaning of the Companies
Act 1985, (2) you have complied and will comply with all applicable provisions
of the Financial Services Act 1986 with respect to anything done by you in
relation to the Notes in, from or otherwise involving the United Kingdom and
(3) you have not issued or passed on and will not issue or pass on to any
person in the United Kingdom any publication or document received by you in
connection with the issue of the Notes other than to persons who are of a kind
described in Article 9(3) of the Financial Services Act 1986 (Investment
Advertisements) (Exemptions) Order 1988.

         (c)  You will not offer or sell any Notes in any jurisdiction if such
offer or sale would not be in compliance with any applicable law or regulation
or if any consent, approval or permission is needed for such offer or sale by
you or for or on behalf of the Company unless such consent, approval or
permission has been previously obtained.  Without prejudice to the provisions
of this Section 7 above and subject to the obligations of the Company set
forth in Section 3 of this Agreement, the Company shall have no responsibility
for, and you will obtain, any consent, approval or permission required by you
for the subscription, offer, sale or delivery by you of Notes under the laws
and regulations in force in any jurisdiction to which you are subject or in or
from which you make any subscription, offer, sale or delivery.

         (d)  You will not offer or sell any Notes, directly or indirectly, in
Japan or to, or for the benefit of, any resident of Japan (which term as used
herein means any person resident in Japan including any corporation or other
entity organized under the laws of Japan) or to others for the re-offering or
re-sale, directly or indirectly, in Japan or to a resident of Japan except
pursuant to an exemption from the registration requirements of, and otherwise
in compliance with, the Securities and Exchange Law of Japan and other
relevant laws and regulations of Japan.

         (e)  You will not offer or sell any Notes denominated in Japanese
yen, directly or indirectly, in Japan or to, or for the benefit of, any
resident in Japan prior to the date which is 90 days after the settlement date
with respect to such Note.  In the case of Notes with respect to which
interest payments are denominated in Japanese yen and principal payments are
denominated in a currency or currency unit other than Japanese yen or Notes
with respect to which principal payments are denominated in Japanese yen and
interest payments are denominated in a currency or currency unit other than
Japanese yen, you will not offer or sell any such Notes, directly or
indirectly, in Japan or to, or for the benefit of, any resident of Japan prior
to the date which is 180 days after the settlement date with respect to such
Notes.

         (f)  You will not offer and sell any Notes in the Federal Republic of
Germany other than in compliance with the provisions of the German Sales
Prospectus Act (Wertpapier-Verkaufsprospektgesetz) of December 13, 1990, as
amended, and of any other laws applicable in the Federal Republic of Germany
governing the issue, offering and sale of securities.

         (g)  You will not offer and sell any Notes denominated or payable in
or indexed to Swiss Francs other than in compliance with Swiss law and the
regulations of the Swiss National Bank in effect from time to time.

         [(h)  You will not offer and sell any Notes denominated or payable in
or indexed to French Francs ("French Franc Notes") other than in compliance
with French law, including, without limitation, the marche de l'eurofranc from
time to time of the Comite des Emissions de Bourse ("French EuroFranc
Regulations").  Unless otherwise authorized pursuant to French law, including,
without limitation, the French EuroFranc Regulations, you agree that French
Franc Notes will be issued outside the Republic of France and that, in
connection with their initial distribution, you will not offer or sell,
directly or indirectly, any French Franc Notes to the public in the Republic
of France, and will not distribute or cause to be distributed to the public
in the Republic of France the Prospectus or any other offering material
relating to French Franc Notes.]

               8.  Position of the Agent.  In acting under this Agreement and
in connection with the sale of any Notes by the Company (other than Notes sold
to you pursuant to a Terms Agreement), you are acting solely as agent of the
Company and do not assume any obligation towards or relationship of agency or
trust with any purchaser of Notes.  You shall make reasonable efforts to
assist the Company in obtaining performance by each purchaser whose offer to
purchase Notes has been solicited by you and accepted by the Company, but you
shall not have any liability to the Company in the event any such purchase is
not consummated for any reason.  If the Company shall default in its
obligations to deliver Notes to a purchaser whose offer it has accepted, the
Company shall hold you harmless against any loss, claim, damage or liability
arising from or as a result of such default and shall, in particular, pay to
you the commission you would have received had such sale been consummated.

               9.  Termination.  This Agreement may be terminated at any time
either by the Company or by you upon the giving of written notice of such
termination to the other parties hereto, but without prejudice to any rights,
obligations or liabilities of the other parties hereto accrued or incurred
prior to such termination.  The termination of this Agreement shall not
require termination of any Terms Agreement, and the termination of any such
Terms Agreement shall not require termination of this Agreement.  If this
Agreement is terminated, the provisions of the third paragraph of Section
2(a), the last sentence of Section 3(b) and Sections 3(c), 3(g), 6, 7, 8, 10,
12 and 14 shall survive; provided that if at the time of termination an offer
to purchase Notes has been accepted by the Company but the time of delivery to
the purchaser or its agent of such Notes has not occurred, the provisions of
Sections 2(b), 2(c), 3(a), 3(b), 3(e), 3(f), 3(h), 4 and 5 shall also survive
until such delivery has been made.

               10.  Notices.  All communications hereunder will be in writing
and effective only on receipt, and, if sent to Morgan Stanley & Co.
International Limited, will be mailed, delivered or telefaxed and confirmed to
(a) Morgan Stanley & Co. International Limited at 25 Cabot Square, Canary
Wharf, London E14 4QA, England, to the attention of Capital Markets - Debt
Syndicate (Telephone No.:  011-44-71-425-7750; Telecopy No.:
011-44-71-425-7999), (b) Morgan Stanley Bank AG, Rahmhofstrasse 2-4, 60313
Frankfurt am Main, Federal Republic of Germany to the attention of Ron Lenihan
(Telephone No.:  011-49-69-152-060; Telecopy No.: 011-49-69-597-6627), (c)
Morgan Stanley S.A., 25 rue Balzac, 75008 Paris, France to the attention of
Debt Capital Markets (Telephone No.:  011-33-1-5377-7879 or 7300; Telecopy
No.:  011-33-1-5377-7899) or (d) Bank Morgan Stanley AG, Bahnhofstrasse 92-3rd
Floor, Ch-8023, Zurich, Switzerland, to the attention of John Webley
(Telephone No. 011-41-1-220-9111; Telecopy No. 011-41-1-220-9800) or, if sent
to the Company, will be mailed, delivered or telefaxed and confirmed to the
Company at 1251 Avenue of the Americas, New York, New York  10020, Attention:
Secretary.

               11.  Successors.  This Agreement and any Terms Agreement will
inure to the benefit of and be binding upon the parties hereto and their
respective successors and the officers, directors and controlling persons
referred to in Section 6 and the purchasers of Notes (to the extent expressly
provided in Section 4), and no other person will have any right or obligation
hereunder.

               12.  Counterparts.  This Agreement may be signed in any number
of counterparts, each of which shall be an original, with the same effect as
if the signatures thereto and hereto were upon the same instrument.

               13.  Applicable Law.  This Agreement will be governed by and
construed in accordance with the internal laws of the State of New York.

               14.  Headings.  The headings of the sections of this Agreement
have been inserted for convenience of reference only and shall not be deemed a
part of this Agreement.

               If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
between the Company and you.

                                             Very truly yours,

                                             MORGAN STANLEY GROUP INC.


                                             By:
                                                   Title:


The foregoing Agreement
is hereby confirmed
and accepted as of the
date first above written.

MORGAN STANLEY & CO. INTERNATIONAL
  LIMITED



By:
         Title:


MORGAN STANLEY BANK AG


By:
         Title:


By:
         Title:


MORGAN STANLEY S.A.


By:
         Title:


By:
         Title:


BANK MORGAN STANLEY AG


By:
         Title:


By:
         Title:


                                                                      EXHIBIT A



                            MORGAN STANLEY GROUP INC.

                GLOBAL MEDIUM-TERM NOTES, SERIES D AND SERIES E

                                TERMS AGREEMENT


                                                  ________________, 19 __

Morgan Stanley Group Inc.
1251 Avenue of the Americas
New York, New York  10020

Attention:

               Re:   Euro Distribution Agreement dated _________,
                     19__ (the "Euro Distribution Agreement")

               The undersigned agrees to purchase your Global Medium-Term
Notes, Series [D/E], having the following terms:

                                                   Floating
                           Fixed Rate              Rate
All Notes:                 Notes:                  Notes:
- -----------------------    --------------------    ------------------

Principal Amount:          Interest Rate:          Base Rate:
Purchase Price:            Applicability of        Index Maturity:
                           Modified Payment
                           upon Acceleration:
Price to Public:           If yes, state           Spread (Plus or
                           issue price:            Minus):
Settlement Date            Amortization            Spread
and Time:                  Schedule:               Multiplier:
Place of                   Applicability of        Alternate Rate
Delivery:                  Annual Interest         Event Spread:
                           Payments:
Specified                  Denominated             Initial Interest
Currency:                  Currency (if any):      Rate:
Original Issue             Indexed Currency        Initial Interest
Date:                      or Currencies (if       Reset Date:
                           any):
Interest Accrual           Payment Currency        Interest Reset
Date:                      (if any):               Dates:
Interest Payment           Exchange Rate           Interest Reset
Date(s):                   Agent (if any):         Period:
Maturity Date:             Reference Dealers:      Maximum Interest
                                                   Rate:
Initial Accrual            Face Amount (if         Minimum Interest
Period OID:                any):                   Rate:
Total Amount of            Fixed Amount of         Interest Payment
OID:                       each Indexed            Period:
                           Currency (if any):
Original Yield to          Aggregate Fixed         Calculation
Maturity:                  Amount of each          Agent:
                           Indexed Currency
                           (if any):
Optional                                           Reporting
Repayment                                          Service:
Date(s):
Optional                                           Index Currency:
Redemption
Date(s):
Initial
Redemption Date:
Initial
Redemption
Percentage:
Annual Redemption
Percentage
Reduction:
Ranking:
Series:
Minimum
Denominations:
Other Provisions:

               The provisions of Sections 1, 2(b) and 2(c) and 3 through 6 and
10 through 14 of the Euro Distribution Agreement and the related definitions
are incorporated by reference herein and shall be deemed to have the same force
and effect as if set forth in full herein.

               This Agreement is subject to termination on the terms
incorporated by reference herein.  If this Agreement is so terminated, the
provisions of Sections 3(g), 6, 10, 12, and 14 of the Euro Distribution
Agreement shall survive for the purposes of this Agreement.

               The following information, opinions, certificates, letters and
documents referred to in Section 4 of the Euro Distribution Agreement will be
required: ___________.


                                 [MORGAN STANLEY & CO. INTERNATIONAL LIMITED]


By _______________________________
   Title:


[MORGAN STANLEY BANK AG]


By _______________________________
   Title:


[MORGAN STANLEY S.A.]


By _______________________________
   Title:



[BANK MORGAN STANLEY AG]


By _______________________________
   Title:



Accepted:

MORGAN STANLEY GROUP INC.


By _________________________
   Title:

EX-4.A

                                                                 EXHIBIT 4-a


                          [FORM OF FACE OF SECURITY]


                            Fixed Rate Senior Note


REGISTERED                                         REGISTERED
No. FXR                                            [PRINCIPAL AMOUNT]
                                                   CUSIP: (*)


               Unless this certificate is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York, New
York) to the issuer or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of Cede & Co. or
such other name as requested by an authorized representative of The Depository
Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since
the registered owner hereof, Cede & Co., has an interest herein.*

____________

(*)Applies only if this Note is a Registered Global Security.


         IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "ORIGINAL YIELD TO
         MATURITY" AND "INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE
         APPROXIMATE METHOD) SET FORTH BELOW HAVE BEEN COMPLETED SOLELY FOR
         THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL ISSUE
         DISCOUNT ("OID") RULES.


                           MORGAN STANLEY GROUP INC.
                   SENIOR GLOBAL MEDIUM-TERM NOTE, SERIES C
                                 (Fixed Rate)

ORIGINAL ISSUE DATE:      INITIAL REDEMPTION     INTEREST RATE:    ORIGINAL
                          DATE:                                    MATURITY
                                                                   DATE:
INTEREST ACCRUAL DATE:    INITIAL REDEMPTION     APPLICABILITY     OPTIONAL
                          PERCENTAGE:            OF MODIFIED       REPAYMENT
                                                 PAYMENT UPON      DATES(S):
                                                 ACCELERATION:
TOTAL AMOUNT OF OID:      ANNUAL REDEMPTION      If yes, state
                          PERCENTAGE             Issue Price:
                          REDUCTION:
ORIGINAL YIELD TO         SPECIFIED CURRENCY:
MATURITY:
INITIAL ACCRUAL
PERIOD:
APPLICABILITY OF          APPLICABILITY OF
ISSUER's OPTION TO        ANNUAL INTEREST
EXTEND ORIGINAL           PAYMENTS:
MATURITY DATE:
If yes, state Final
Maturity Date:
OTHER PROVISIONS:


               Morgan Stanley Group Inc., a Delaware corporation (together
with its successors and assigns, the "Issuer"), for value received, hereby
promises to pay to



      , or registered assignees, the principal sum of
           , on the Original Maturity Date specified above or, if the maturity
hereof is extended in accordance with the procedures set forth below to an
Extended Maturity Date, as defined below, on such Extended Maturity Date
(except to the extent previously redeemed or repaid) and to pay interest
thereon at the Interest Rate per annum specified above or, if the interest
rate hereon is reset or re-established in connection with an extension of
maturity in accordance with the procedures specified on the reverse hereof, at
the interest rate per annum determined pursuant to such procedures, from the
Interest Accrual Date specified above until the principal hereof is paid or
duly made available for payment (except as provided below), semiannually in
arrears on the first day of March and September in each year (each such date
an "Interest Payment Date") commencing on the Interest Payment Date next
succeeding the Interest Accrual Date specified above, and at maturity (or on
any redemption or repayment date); provided, however, that if the Interest
Accrual Date occurs between a Record Date, as defined below, and the next
succeeding Interest Payment Date, interest payments will commence on the
second Interest Payment Date succeeding the Interest Accrual Date to the
registered holder of this Note on the Record Date with respect to such second
Interest Payment Date; and provided, further, that if this Note is subject to
"Annual Interest Payments," interest payments shall be made annually in
arrears and the term "Interest Payment Date" shall be deemed to mean the first
day of March in each year.

               Interest on this Note will accrue from the most recent Interest
Payment Date to which interest has been paid or duly provided for, or, if no
interest has been paid or duly provided for, from the Interest Accrual Date,
until the principal hereof has been paid or duly made available for payment
(except as provided below).  The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, subject to certain
exceptions described herein, be paid to the person in whose name this Note (or
one or more predecessor Notes) is registered at the close of business on the
date 15 calendar days prior to such Interest Payment Date (whether or not a
Business Day) (each such date a "Record Date"); provided, however, that
interest payable at maturity (or on any redemption or repayment date) will be
payable to the person to whom the principal hereof shall be payable.  As used
herein, "Business Day" means any day, other than a Saturday or Sunday, that is
neither a legal holiday nor a day on which banking institutions are authorized
or required by law or regulation to close in The City of New York and (i) with
respect to Notes denominated in a Specified Currency other than U.S. dollars,
Australian dollars or European Currency Units ("ECUs"), in the principal
financial center of the country of the Specified Currency, (ii) with respect
to Notes denominated in Australian dollars, in Sydney and (iii) with respect to
Notes denominated in ECUs, that is not a non-ECU clearing day, as determined
by the ECU Banking Association in Paris.

               Payment of the principal of this Note, any premium and the
interest due at maturity (or on any redemption or repayment date) will be made
in immediately available funds upon surrender of this Note at the office or
agency of the Paying Agent, as defined on the reverse hereof, maintained for
that purpose in the Borough of Manhattan, The City of New York, or at such
other paying agency as the Issuer may determine.  Payment of the principal of
and premium, if any, and interest on this Note will be made in the Specified
Currency indicated above; provided, however, that U.S. dollar payments of
interest, other than interest due at maturity or on any date of redemption or
repayment, will be made by U.S. dollar check mailed to the address of the
person entitled thereto as such address shall appear in the Note register.  A
holder of U.S. $10,000,000 or more in aggregate principal amount of Notes
having the same Interest Payment Date will be entitled to receive payments of
interest, other than interest due at maturity or on any date of redemption or
repayment, by wire transfer of immediately available funds if appropriate wire
transfer instructions have been received by the Paying Agent in writing not
less than 15 calendar days prior to the applicable Interest Payment Date.  If
this Note is denominated in a Specified Currency other than U.S. dollars,
payments of interest hereon will be made by wire transfer of immediately
available funds to an account maintained by the holder hereof with a bank
located outside the United States if appropriate wire transfer instructions
have been received by the Paying Agent in writing not less than 15 calendar
days prior to the applicable Interest Payment Date.  If such wire transfer
instructions are not so received, such interest payments will be made by check
payable in such Specified Currency mailed to the address of the person entitled
thereto as such address shall appear in the Note register.

               Reference is hereby made to the further provisions of this Note
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

               Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature,
this Note shall not be entitled to any benefit under the Senior Indenture, as
defined on the reverse hereof, or be valid or obligatory for any purpose.

               IN WITNESS WHEREOF, the Issuer has caused this Note to be duly
executed under its corporate seal.



DATED:                                MORGAN STANLEY GROUP INC.




                                       By__________________________________
                                         Title:

TRUSTEE'S CERTIFICATE
OF AUTHENTICATION


This is one of the Notes referred
to in the within-mentioned
Senior Indenture.

CHEMICAL BANK,
  as Trustee



By___________________________________
            Authorized Officer


                         [FORM OF REVERSE OF SECURITY]


               This Note is one of a duly authorized issue of Senior Global
Medium-Term Notes, Series C, having maturities more than nine months from the
date of issue (the "Notes") of the Issuer.  The Notes are issuable under a
Senior Indenture, dated as of April 15, 1989, as supplemented by a First
Supplemental Indenture dated as of May 15, 1991 (as so supplemented, the
"Senior Indenture"), between the Issuer and Chemical Bank, as Trustee (the
"Trustee," which term includes any successor trustee under the Senior
Indenture), to which Senior Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities of the Issuer, the Trustee and holders of the
Notes and the terms upon which the Notes are, and are to be, authenticated and
delivered.  The Issuer has appointed Chemical Bank at its corporate trust
office in The City of New York as the paying agent (the "Paying Agent," which
term includes any additional or successor Paying Agent appointed by the
Issuer) with respect to the Notes.  The terms of individual Notes may vary
with respect to interest rates, interest rate formulas, issue dates, maturity
dates, or otherwise, all as provided in the Senior Indenture.  To the extent
not inconsistent herewith, the terms of the Senior Indenture are hereby
incorporated by reference herein.

               This Note will not be subject to any sinking fund and, unless
otherwise provided on the face hereof in accordance with the provisions of the
following two paragraphs, will not be redeemable or subject to repayment at
the option of the holder prior to maturity.

               If so indicated on the face of this Note, this Note may be
redeemed in whole or in part at the option of the Issuer on or after the
Initial Redemption Date specified on the face hereof on the terms set forth on
the face hereof, together with interest accrued and unpaid hereon to the date
of redemption (except as provided below).  If this Note is subject to "Annual
Redemption Percentage Reduction," the Initial Redemption Percentage indicated
on the face hereof will be reduced on each anniversary of the Initial
Redemption Date by the Annual Redemption Percentage Reduction specified on the
face hereof until the redemption price of this Note is 100% of the principal
amount hereof, together with interest accrued and unpaid hereon to the date of
redemption (except as provided below).  Notice of redemption shall be mailed
to the registered holders of the Notes designated for redemption at their
addresses as the same shall appear on the Note register not less than 30 nor
more than 60 days prior to the date fixed for redemption, subject to all the
conditions and provisions of the Senior Indenture.  In the event of redemption
of this Note in part only, a new Note or Notes for the amount of the
unredeemed portion hereof shall be issued in the name of the holder hereof
upon the cancellation hereof.

               Notwithstanding the foregoing, this Note may be redeemed in
accordance with the terms of any Extension Notice, as defined below, sent to
the holder hereof as described below.

               If so indicated on the face of this Note, this Note will be
subject to repayment at the option of the holder on the Optional Repayment
Date or Dates specified on the face hereof on the terms set forth herein.  On
any Optional Repayment Date, this Note will be repayable in whole or in part
in increments of $1,000 or, if this Note is denominated in a Specified
Currency other than U.S. dollars, in increments of 1,000 units of such
Specified Currency (provided that any remaining principal amount hereof shall
not be less than the minimum authorized denomination hereof) at the option of
the holder hereof at a price equal to 100% of the principal amount to be
repaid, together with interest accrued and unpaid hereon to the date of
repayment (except as provided below).  For this Note to be repaid at the
option of the holder hereof, the Paying Agent must receive at its corporate
trust office in the Borough of Manhattan, The City of New York, at least 15 but
not more than 30 days prior to the date of repayment, (i) this Note with the
form entitled "Option to Elect Repayment" below duly completed or (ii) a
telegram, telex, facsimile transmission or a letter from a member of a national
securities exchange or the National Association of Securities Dealers, Inc. or
a commercial bank or a trust company in the United States setting forth the
name of the holder of this Note, the principal amount hereof, the certificate
number of this Note or a description of this Note's tenor and terms, the
principal amount hereof to be repaid, a statement that the option to elect
repayment is being exercised thereby and a guarantee that this Note, together
with the form entitled "Option to Elect Repayment" duly completed, will be
received by the Paying Agent not later than the fifth Business Day after the
date of such telegram, telex, facsimile transmission or letter; provided, that
such telegram, telex, facsimile transmission or letter shall only be effective
if this Note and form duly completed are received by the Paying Agent by such
fifth Business Day.  Exercise of such repayment option by the holder hereof
shall be irrevocable.  In the event of repayment of this Note in part only, a
new Note or Notes for the amount of the unpaid portion hereof shall be issued
in the name of the holder hereof upon the cancellation hereof.

               If so indicated on the face of this Note, the Issuer has the
option to extend the Original Maturity Date hereof for one or more periods of
one or more whole years (each an "Extension Period") up to but not beyond the
Final Maturity Date specified on the face hereof and in connection therewith
to establish a new interest rate and new redemption provisions for the
Extension Period.

               The Issuer may exercise such option by notifying the Paying
Agent of such exercise at least 45 but not more than 60 days prior to the
Original Maturity Date or, if the maturity hereof has already been extended,
prior to the maturity date then in effect (an "Extended Maturity Date"), such
notice to be accompanied by the form of the Extension Notice referred to
below.  No later than 38 days prior to the Original Maturity Date or an
Extended Maturity Date, as the case may be (each, a "Maturity Date"), the
Paying Agent will mail to the holder hereof a notice (the "Extension Notice")
relating to such Extension Period, first class mail, postage prepaid, setting
forth (a) the election of the Issuer to extend the maturity of this Note; (b)
the new Extended Maturity Date; (c) the interest rate applicable to the
Extension Period; and (d) the provisions, if any, for redemption during the
Extension Period, including the date or dates on which, the period or periods
during which and the price or prices at which such redemption may occur during
the Extension Period.  Upon the mailing by the Paying Agent of an Extension
Notice to the holder of this Note, the maturity hereof shall be extended
automatically, and, except as modified by the Extension Notice and as
described in the next paragraph, this Note will have the same terms it had
prior to the mailing of such Extension Notice.

               Notwithstanding the foregoing, not later than 10:00 A.M., New
York City time, on the twentieth calendar day prior to the Maturity Date in
effect immediately preceding the mailing of the applicable Extension Notice
(or if such day is not a Business Day, not later than 10:00 A.M., New York City
time, on the immediately succeeding Business Day), the Issuer may, at its
option, revoke the interest rate provided for in such Extension Notice and
establish a higher interest rate for the Extension Period by causing the
Paying Agent to send notice of such higher interest rate to the holder of this
Note by first class mail, postage prepaid, or by such other means as shall be
agreed between the Issuer and the Paying Agent.  Such notice shall be
irrevocable.  All Notes with respect to which the Maturity Date is extended in
accordance with an Extension Notice will bear such higher interest rate for the
Extension Period, whether or not tendered for repayment.

               If the Issuer elects to extend the maturity hereof, the holder
of this Note will have the option to require the Issuer to repay this Note on
the Maturity Date in effect immediately preceding the mailing of the
applicable Extension Notice at a price equal to the principal amount hereof
plus any accrued and unpaid interest to such date.  In order for this Note to
be so repaid on such Maturity Date, the holder hereof must follow the
procedures set forth above for optional repayment, except that the period for
delivery of this Note or notification to the Paying Agent shall be at least 25
but not more than 35 days prior to the Maturity Date in effect immediately
preceding the mailing of the applicable Extension Notice and except that if
the holder hereof has tendered this Note for repayment pursuant to this
paragraph he may, by written notice to the Paying Agent, revoke any such
tender for repayment until 3:00 P.M., New York City time, on the twentieth
calendar day prior to the Maturity Date then in effect (or, if such day is not
a Business Day, until 3:00 P.M., New York City time, on the immediately
succeeding Business Day).

               Interest payments on this Note will include interest accrued to
but excluding the Interest Payment Dates or the Maturity Date (or any earlier
redemption or repayment date), as the case may be.  Interest payments for this
Note will be computed and paid on the basis of a 360-day year of twelve 30-day
months.

               In the case where the Interest Payment Date or the Maturity
Date (or any redemption or repayment date) does not fall on a Business Day,
payment of interest, premium, if any, or principal otherwise payable on such
date need not be made on such date, but may be made on the next succeeding
Business Day with the same force and effect as if made on the Interest Payment
Date or on the Maturity Date (or any redemption or repayment date), and no
interest on such payment shall accrue for the period from and after the
Interest Payment Date or the Maturity Date (or any redemption or repayment
date) to such next succeeding Business Day.

               This Note and all the obligations of the Issuer hereunder are
direct, unsecured obligations of the Issuer and rank without preference or
priority among themselves and pari passu with all other existing and future
unsecured and unsubordinated indebtedness of the Issuer, subject to certain
statutory exceptions in the event of liquidation upon insolvency.

               This Note, and any Note or Notes issued upon transfer or
exchange hereof, is issuable only in fully registered form, without coupons,
and, if denominated in U.S. dollars, is issuable only in denominations of U.S.
$1,000 and any integral multiple of U.S. $1,000 in excess thereof.  If this
Note is denominated in a Specified Currency other than U.S. dollars, then,
unless a higher minimum denomination is required by applicable law, it is
issuable only in denominations of the equivalent of U.S. $1,000 (rounded to an
integral multiple of 1,000 units of such Specified Currency), or any amount in
excess thereof which is an integral multiple of 1,000 units of such Specified
Currency, as determined by reference to the noon dollar buying rate in New
York City for cable transfers of such Specified Currency published by the
Federal Reserve Bank of New York (the "Market Exchange Rate") on the Business
Day immediately preceding the date of issuance; provided, however, in the case
of ECUs, the Market Exchange Rate shall be the rate of exchange determined by
the Commission of the European Communities (or any successor thereto) as
published in the Official Journal of the European Communities, or any
successor publication, on the Business Day immediately preceding the date of
issuance.

               The Trustee has been appointed registrar for the Notes, and the
Trustee will maintain at its office in The City of New York a register for the
registration and transfer of Notes.  This Note may be transferred at the
aforesaid office of the Trustee by surrendering this Note for cancellation,
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and duly executed by the registered holder hereof in person or by the
holder's attorney duly authorized in writing, and thereupon the Trustee shall
issue in the name of the transferee or transferees, in exchange herefor, a new
Note or Notes having identical terms and provisions and having a like
aggregate principal amount in authorized denominations, subject to the terms
and conditions set forth herein; provided, however, that the Trustee will not
be required (i) to register the transfer of or exchange any Note that has been
called for redemption in whole or in part, except the unredeemed portion of
Notes being redeemed in part, (ii) to register the transfer of or exchange any
Note if the holder thereof has exercised his right, if any, to require the
Issuer to repurchase such Note in whole or in part, except the portion of such
Note not required to be repurchased, or (iii) to register the transfer of or
exchange Notes to the extent and during the period so provided in the Senior
Indenture with respect to the redemption of Notes.  Notes are exchangeable at
said office for other Notes of other authorized denominations of equal
aggregate principal amount having identical terms and provisions.  All such
exchanges and transfers of Notes will be free of charge, but the Issuer may
require payment of a sum sufficient to cover any tax or other governmental
charge in connection therewith.  All Notes surrendered for exchange shall be
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and executed by the registered holder in person or by the holder's
attorney duly authorized in writing.  The date of registration of any Note
delivered upon any exchange or transfer of Notes shall be such that no gain or
loss of interest results from such exchange or transfer.

               In case any Note shall at any time become mutilated, defaced or
be destroyed, lost or stolen and such Note or evidence of the loss, theft or
destruction thereof (together with the indemnity hereinafter referred to and
such other documents or proof as may be required in the premises) shall be
delivered to the Trustee, a new Note of like tenor will be issued by the
Issuer in exchange for the Note so mutilated or defaced, or in lieu of the
Note so destroyed or lost or stolen, but, in the case of any destroyed or lost
or stolen Note, only upon receipt of evidence satisfactory to the Trustee and
the Issuer that such Note was destroyed or lost or stolen and, if required,
upon receipt also of indemnity satisfactory to each of them.  All expenses and
reasonable charges associated with procuring such indemnity and with the
preparation, authentication and delivery of a new Note shall be borne by the
owner of the Note mutilated, defaced, destroyed, lost or stolen.

               The Senior Indenture provides that, (a) if an Event of Default
(as defined in the Senior Indenture) due to the default in payment of
principal of, premium, if any, or interest on, any series of debt securities
issued under the Senior Indenture, including the series of Senior Medium-Term
Notes of which this Note forms a part, or due to the default in the
performance or breach of any other covenant or warranty of the Issuer
applicable to the debt securities of such series but not applicable to all
outstanding debt securities issued under the Senior Indenture shall have
occurred and be continuing, either the Trustee or the holders of not less than
25% in principal amount of the debt securities of each affected series (voting
as a single class) may then declare the principal of all debt securities of
all such series and interest accrued thereon to be due and payable immediately
and (b) if an Event of Default due to a default in the performance of any
other of the covenants or agreements in the Senior Indenture applicable to all
outstanding debt securities issued thereunder, including this Note, or due to
certain events of bankruptcy, insolvency and reorganization of the Issuer,
shall have occurred and be continuing, either the Trustee or the holders of
not less than 25% in principal amount of all debt securities issued under the
Senior Indenture then outstanding (treated as one class) may declare the
principal of all such debt securities and interest accrued thereon to be due
and payable immediately, but upon certain conditions such declarations may be
annulled and past defaults may be waived (except a continuing default in
payment of principal (or premium, if any) or interest on such debt securities)
by the holders of a majority in principal amount of the debt securities of all
affected series then outstanding.

               If the face hereof indicates that this Note is subject to
"Modified Payment upon Acceleration," then (i) if the principal hereof is
declared to be due and payable as described in the preceding paragraph, the
amount of principal due and payable with respect to this Note shall be limited
to the aggregate principal amount hereof multiplied by the sum of the Issue
Price specified on the face hereof (expressed as a percentage of the aggregate
principal amount) plus the original issue discount amortized from the Interest
Accrual Date to the date of declaration, which amortization shall be
calculated using the "interest method" (computed in accordance with generally
accepted accounting principles in effect on the date of declaration), (ii) for
the purpose of any vote of securityholders taken pursuant to the Senior
Indenture prior to the acceleration of payment of this Note, the principal
amount hereof shall equal the amount that would be due and payable hereon,
calculated as set forth in clause (i) above, if this Note were declared to be
due and payable on the date of any such vote and (iii) for the purpose of any
vote of securityholders taken pursuant to the Senior Indenture following the
acceleration of payment of this Note, the principal amount hereof shall equal
the amount of principal due and payable with respect to this Note, calculated
as set forth in clause (i) above.

               The Senior Indenture permits the Issuer and the Trustee, with
the consent of the holders of not less than a majority in aggregate principal
amount of the debt securities of all series issued under the Senior Indenture
then outstanding and affected (voting as one class), to execute supplemental
indentures adding any provisions to or changing in any manner the rights of
the holders of each series so affected; provided that the Issuer and the
Trustee may not, without the consent of the holder of each outstanding debt
security affected thereby, (a) extend the final maturity of any such debt
security, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon, or reduce any amount payable on
redemption or repayment thereof, or change the currency of payment thereof, or
impair or affect the rights of any holder to institute suit for the payment
thereof without the consent of the holder of each debt security so affected;
or (b) reduce the aforesaid percentage in principal amount of debt securities
the consent of the holders of which is required for any such supplemental
indenture, without the consent of the holders of each debt security so
affected.

               Except as set forth below, if the principal of, premium, if
any, or interest on, this Note is payable in a Specified Currency other than
U.S. dollars and such Specified Currency is not available to the Issuer for
making payments hereon due to the imposition of exchange controls or other
circumstances beyond the control of the Issuer or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions within the international banking
community, then the Issuer will be entitled to satisfy its obligations to the
holder of this Note by making such payments in U.S. dollars on the basis of
the Market Exchange Rate on the date of such payment or, if the Market
Exchange Rate is not available on such date, as of the most recent practicable
date.  Any payment made under such circumstances in U.S. dollars where the
required payment is in a Specified Currency other than U.S. dollars will not
constitute an Event of Default.

               If payment in respect of this Note is required to be made in
ECUs and ECUs are unavailable due to the imposition of exchange controls or
other circumstances beyond the Issuer's control or are no longer used as
either the unit of account of the European Community or as the currency of the
European Union, then all payments in respect of this Note shall be made in
U.S. dollars until ECUs are again available or so used.  The amount of each
payment in U.S. dollars shall be computed on the basis of the equivalent of
the ECU in U.S. dollars, determined as described below, as of the second
Business Day prior to the date on which such payment is due.

               The equivalent of the ECU in U.S. dollars as of any date shall
be determined by the Issuer or its agent on the following basis.  The
component currencies of the ECU for this purpose (the "Components") shall be
the currency amounts that were components of the ECU as of the last date on
which the ECU was used as the unit of account of the European Community.  The
equivalent of the ECU in U.S. dollars shall be calculated by aggregating the
U.S. dollar equivalents of the Components.  The U.S. dollar equivalent of each
of the Components shall be determined by the Issuer or such agent on the basis
of the most recently available Market Exchange Rates for such Components.

               All determinations referred to above made by the Issuer or its
agent shall be at its sole discretion and shall, in the absence of manifest
error, be conclusive to the extent permitted by law for all purposes and
binding on the holder of this Note.

               So long as this Note shall be outstanding, the Issuer will
cause to be maintained an office or agency for the payment of the principal of
and premium, if any, and interest on this Note as herein provided in the
Borough of Manhattan, The City of New York, and an office or agency in said
Borough of Manhattan for the registration, transfer and exchange as aforesaid
of the Notes.  The Issuer may designate other agencies for the payment of said
principal, premium and interest at such place or places (subject to applicable
laws and regulations) as the Issuer may decide.  So long as there shall be
such an agency, the Issuer shall keep the Trustee advised of the names and
locations of such agencies, if any are so designated.

               With respect to moneys paid by the Issuer and held by the
Trustee or any Paying Agent for payment of the principal of or interest or
premium, if any, on any Notes that remain unclaimed at the end of two years
after such principal, interest or premium shall have become due and payable
(whether at maturity or upon call for redemption or otherwise), (i) the
Trustee or such Paying Agent shall notify the holders of such Notes that such
moneys shall be repaid to the Issuer and any person claiming such moneys shall
thereafter look only to the Issuer for payment thereof and (ii) such moneys
shall be so repaid to the Issuer.  Upon such repayment all liability of the
Trustee or such Paying Agent with respect to such moneys shall thereupon
cease, without, however, limiting in any way any obligation that the Issuer
may have to pay the principal of or interest or premium, if any, on this Note
as the same shall become due.

               No provision of this Note or of the Senior Indenture shall
alter or impair the obligation of the Issuer, which is absolute and
unconditional, to pay the principal of, premium, if any, and interest on this
Note at the time, place, and rate, and in the coin or currency, herein
prescribed unless otherwise agreed between the Issuer and the registered holder
of this Note.

               Prior to due presentment of this Note for registration of
transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee
may treat the holder in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note be overdue, and none of the Issuer,
the Trustee or any such agent shall be affected by notice to the contrary.

               No recourse shall be had for the payment of the principal of,
premium, if any, or the interest on this Note, for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Senior Indenture
or any indenture supplemental thereto, against any incorporator, shareholder,
officer or director, as such, past, present or future, of the Issuer or of any
successor corporation, either directly or through the Issuer or any successor
corporation, whether by virtue of any constitution, statute or rule of law or
by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.

               This Note shall for all purposes be governed by, and construed
in accordance with, the laws of the State of New York.

               All terms used in this Note which are defined in the Senior
Indenture and not otherwise defined herein shall have the meanings assigned to
them in the Senior Indenture.


                                 ABBREVIATIONS



               The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written
out in full according to applicable laws or regulations:

         TEN COM-as tenants in common
         TEN ENT-as tenants by the entireties
         JT TEN-as joint tenants with right of survivorship
           and not as tenants in common


         UNIF GIFT MIN ACT-...........Custodian..............
                             (Cust)               (Minor)

         Under Uniform Gifts to Minors Act...................
                                               (State)


               Additional abbreviations may also be used though not in the
above list.





               FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto
                             ______________

[PLEASE INSERT SOCIAL SECURITY OR OTHER
    IDENTIFYING NUMBER OF ASSIGNEE]


                                       !
_______________________________________!
                                       !
______________________________________________________________________________
[PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING ZIP CODE,
OF ASSIGNEE]


______________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably


______________________________________________________________________________
constituting and appointing such person attorney to transfer


______________________________________________________________________________
such note on the books of the Issuer, with full power of


______________________________________________________________________________
substitution in the premises.


Dated:_____________________




NOTICE:        The signature to this assignment must correspond with the name
               as written upon the face of the within Note in every particular
               without alteration or enlargement or any change whatsoever.


                           OPTION TO ELECT REPAYMENT


               The undersigned hereby irrevocably requests and instructs the
Issuer to repay the within Note (or portion thereof specified below) pursuant
to its terms at a price equal to the principal amount thereof, together with
interest to the Optional Repayment Date, to the undersigned at

______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________
                          (Please print or typewrite
                     name and address of the undersigned)


               If less than the entire principal amount of the within Note is
to be repaid, specify the portion thereof which the holder elects to have
repaid:  __________________; and specify the denomination or denominations
(which shall not be less than the minimum authorized denomination) of the
Notes to be issued to the holder for the portion of the within Note not being
repaid (in the absence of any such specification, one such Note will be issued
for the portion not being repaid): _________________________________.



Dated:__________________         _____________________________________________
                                 NOTICE:  The signature on this
                                 Option to Elect Repayment must
                                 correspond with the name as written
                                 upon the face of the within
                                 instrument in every particular
                                 without alteration or enlargement.

EX-4.B

                                                                 EXHIBIT 4-b


                          [FORM OF FACE OF SECURITY]

                         Fixed Rate Subordinated Note


REGISTERED                                         REGISTERED
No. FXR                                            [PRINCIPAL AMOUNT]
                                                   CUSIP: *


               Unless this certificate is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York, New
York) to the issuer or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of Cede & Co. or
such other name as requested by an authorized representative of The Depository
Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since
the registered owner hereof, Cede & Co., has an interest herein.(*)

_____________

(*)Applies only if this Note is a Registered Global Security.


         IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "ORIGINAL YIELD TO
         MATURITY" AND "INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE
         APPROXIMATE METHOD) SET FORTH BELOW HAVE BEEN COMPLETED SOLELY FOR
         THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL ISSUE
         DISCOUNT ("OID") RULES.

                          MORGAN STANLEY GROUP INC.
                SUBORDINATED GLOBAL MEDIUM-TERM NOTE, SERIES C
                                 (Fixed Rate)


ORIGINAL               INITIAL              INTEREST RATE:      ORIGINAL
ISSUE DATE:            REDEMPTION                               MATURITY
                       DATE:                                    DATE:
INTEREST               INITIAL              APPLICABILITY OF    OPTIONAL
ACCRUAL DATE:          REDEMPTION           MODIFIED PAYMENT    REPAYMENT
                       PERCENTAGE:          UPON                DATE(S):
                                            ACCELERATION:
TOTAL AMOUNT           ANNUAL REDEMPTION    If yes, state       APPLICABILITY
OF OID:                PERCENTAGE           Issue Price:        OF ANNUAL
                       REDUCTION:                               INTEREST
                                                                PAYMENTS:
ORIGINAL YIELD                              SPECIFIED
TO MATURITY:                                CURRENCY:
INITIAL ACCRUAL
PERIOD OID:
APPLICABILITY
OF ISSUER'S
OPTION TO
EXTEND ORIGINAL
MATURITY DATE:
If yes, state Final
Maturity Date:
OTHER PROVISIONS:


               Morgan Stanley Group Inc., a Delaware corporation (together
with its successors and assigns, the "Issuer"), for value received, hereby
promises to pay to



     , or registered assignees, the principal sum of
                  on the Original Maturity Date specified above or, if the
maturity hereof is extended in accordance with the procedures set forth below
to an Extended Maturity Date, as defined below, on such Extended Maturity Date
(except to the extent previously redeemed or repaid) and to pay interest
thereon at the Interest Rate per annum specified above or, if the interest
rate hereon is reset or re-established in connection with an extension of
maturity in accordance with the procedures specified on the reverse hereof, at
the interest rate per annum determined pursuant to such procedures, from the
Interest Accrual Date specified above until the principal hereof is paid or
duly made available for payment (except as provided below), semiannually in
arrears on the first day of March and September in each year (each such date
an "Interest Payment Date") commencing on the Interest Payment Date next
succeeding the Interest Accrual Date specified above, and at maturity (or on
any redemption or repayment date); provided, however, that if the Interest
Accrual Date occurs between a Record Date, as defined below, and the next
succeeding Interest Payment Date, interest payments will commence on the
second Interest Payment Date succeeding the Interest Accrual Date to the
registered holder of this Note on the Record Date with respect to such second
Interest Payment Date; and provided, further, that if this Note is subject to
"Annual Interest Payments," interest payments shall be made annually in
arrears and the term "Interest Payment Date" shall be deemed to mean the first
day of March in each year.

               Interest on this Note will accrue from the most recent Interest
Payment Date to which interest has been paid or duly provided for, or, if no
interest has been paid or duly provided for, from the Interest Accrual Date,
until the principal hereof has been paid or duly made available for payment
(except as provided below).  The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, subject to certain
exceptions described herein, be paid to the person in whose name this Note (or
one or more predecessor Notes) is registered at the close of business on the
date 15 calendar days prior to such Interest Payment Date (whether or not a
Business Day) (each such date a "Record Date"); provided, however, that
interest payable at maturity (or on any redemption or repayment date) will be
payable to the person to whom the principal hereof shall be payable.  As used
herein, "Business Day" means any day, other than a Saturday or Sunday, that is
neither a legal holiday nor a day on which banking institutions are authorized
or required by law or regulation to close in The City of New York and (i) with
respect to Notes denominated in a Specified Currency other than U.S. dollars,
Australian dollars or European Currency Units ("ECUs"), in the principal
financial center of the country of the Specified Currency, (ii) with respect to
Notes denominated in Australian dollars, in Sydney and (iii) with respect to
Notes denominated in ECUs, that is not a non-ECU clearing day, as determined
by the ECU Banking Association in Paris.

               Payment of the principal of this Note, any premium and the
interest due at maturity (or on any redemption or repayment date) will be made
in immediately available funds upon surrender of this Note at the office or
agency of the Paying Agent, as defined on the reverse hereof, maintained for
that purpose in the Borough of Manhattan, The City of New York, or at such
other paying agency as the Issuer may determine.  Payment of the principal of
and premium, if any, and interest on this Note will be made in the Specified
Currency indicated above; provided, however, that U.S. dollar payments of
interest, other than interest due at maturity or on any date of redemption or
repayment, will be made by U.S.  dollar check mailed to the address of the
person entitled thereto as such address shall appear in the Note register.  A
holder of U.S. $10,000,000 or more in aggregate principal amount of Notes
having the same Interest Payment Date will be entitled to receive payments of
interest, other than interest due at maturity or on any date of redemption or
repayment, by wire transfer of immediately available funds if appropriate wire
transfer instructions have been received by the Paying Agent in writing not
less than 15 calendar days prior to the applicable Interest Payment Date.  If
this Note is denominated in a Specified Currency other than U.S. dollars,
payments of interest hereon will be made by wire transfer of immediately
available funds to an account maintained by the holder hereof with a bank
located outside the United States if appropriate wire transfer instructions
have been received by the Paying Agent in writing not less than 15 calendar
days prior to the applicable Interest Payment Date.  If such wire transfer
instructions are not so received, such interest payments will be made by check
payable in such Specified Currency mailed to the address of the person
entitled thereto as such address shall appear in the Note register.

               Reference is hereby made to the further provisions of this Note
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place, including,
without limitation, the provisions relating to the subordination of this Note
to the Issuer's Senior Indebtedness, as defined on the reverse hereof.

               Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, as defined on the reverse hereof by
manual signature, this Note shall not be entitled to any benefit under the
Subordinated Indenture, as defined on the reverse hereof, or be valid or
obligatory for any purpose.

               IN WITNESS WHEREOF, the Issuer has caused this Note to be duly
executed under its corporate seal.


DATED:                                 MORGAN STANLEY GROUP INC.



                                       By_____________________________________
                                         Title:

AUTHENTICATING AGENT'S
CERTIFICATE OF AUTHENTICATION


This is one of the Notes referred
to in the within-mentioned
Subordinated Indenture.

CHEMICAL BANK,
  as Authenticating Agent



By _____________________________
            Authorized Officer


                             [REVERSE OF SECURITY]


               This Note is one of a duly authorized issue of Subordinated
Global Medium-Term Notes, Series C, having maturities more than nine months
from the date of issue (the "Notes") of the Issuer.  The Notes are issuable
under a Subordinated Indenture, dated as of April 15, 1989, as supplemented by
a First Supplemental Indenture dated as of May 15, 1991 (as so supplemented,
the "Subordinated Indenture"), between the Issuer and The First National Bank
of Chicago, as Trustee (the "Trustee," which term includes any successor
trustee under the Subordinated Indenture), to which Subordinated Indenture and
all indentures supplemental thereto reference is hereby made for a statement
of the respective rights, limitations of rights, duties and immunities of the
Issuer, the Trustee and holders of the Notes and the terms upon which the
Notes are, and are to be, authenticated and delivered.  The Trustee has
appointed Chemical Bank as Authenticating Agent (the "Authenticating Agent,"
which term includes any successor authenticating agent appointed by the
Trustee) with respect to the Notes, and the Issuer has appointed Chemical Bank
at its corporate trust office in The City of New York as the paying agent (the
"Paying Agent," which term includes any additional or successor Paying Agent
appointed by the Issuer) with respect to the Notes.  The terms of individual
Notes may vary with respect to interest rates, interest rate formulas, issue
dates, maturity dates, or otherwise, all as provided in the Subordinated
Indenture.  To the extent not inconsistent herewith, the terms of the
Subordinated Indenture are hereby incorporated by reference herein.

               This Note will not be subject to any sinking fund and, unless
otherwise provided on the face hereof in accordance with the provisions of the
following two paragraphs, will not be redeemable or subject to repayment at
the option of the holder prior to maturity.

               If so indicated on the face of this Note, this Note may be
redeemed in whole or in part at the option of the Issuer on or after the
Initial Redemption Date specified on the face hereof on the terms set forth on
the face hereof, together with interest accrued and unpaid hereon to the date
of redemption (except as provided below).  If this Note is subject to "Annual
Redemption Percentage Reduction," the Initial Redemption Percentage indicated
on the face hereof will be reduced on each anniversary of the Initial
Redemption Date by the Annual Redemption Percentage Reduction specified on the
face hereof until the redemption price of this Note is 100% of the principal
amount hereof, together with interest accrued and unpaid hereon to the date of
redemption (except as provided below).  Notice of redemption shall be mailed
to the registered holders of the Notes designated for redemption at their
addresses as the same shall appear on the Note register not less than 30 nor
more than 60 days prior to the date fixed for redemption, subject to all the
conditions and provisions of the Subordinated Indenture.  In the event of
redemption of this Note in part only, a new Note or Notes for the amount of
the unredeemed portion hereof shall be issued in the name of the holder hereof
upon the cancellation hereof.

               Notwithstanding the foregoing, this Note may be redeemed in
accordance with the terms of any Extension Notice, as defined below, sent to
the holder hereof as described below.

               If so indicated on the face of this Note, this Note will be
subject to repayment at the option of the holder on the Optional Repayment
Date or Dates specified on the face hereof on the terms set forth herein.  On
any Optional Repayment Date, this Note will be repayable in whole or in part
in increments of $1,000 or, if this Note is denominated in a Specified
Currency other than U.S. dollars, in increments of 1,000 units of such
Specified Currency (provided that any remaining principal amount hereof shall
not be less than the minimum authorized denomination hereof) at the option of
the holder hereof at a price equal to 100% of the principal amount to be
repaid, together with interest accrued and unpaid hereon to the date of
repayment (except as provided below).  For this Note to be repaid at the
option of the holder hereof, the Paying Agent must receive at its corporate
trust office in the Borough of Manhattan, The City of New York, at least 15 but
not more than 30 days prior to the date of repayment, (i) this Note with the
form entitled "Option to Elect Repayment" below duly completed or (ii) a
telegram, telex, facsimile transmission or a letter from a member of a national
securities exchange or the National Association of Securities Dealers, Inc. or
a commercial bank or a trust company in the United States setting forth the
name of the holder of this Note, the principal amount hereof, the certificate
number of this Note or a description of this Note's tenor and terms, the
principal amount hereof to be repaid, a statement that the option to elect
repayment is being exercised thereby and a guarantee that this Note, together
with the form entitled "Option to Elect Repayment" duly completed, will be
received by the Paying Agent not later than the fifth Business Day after the
date of such telegram, telex, facsimile transmission or letter; provided, that
such telegram, telex, facsimile transmission or letter shall only be effective
if this Note and form duly completed are received by the Paying Agent by such
fifth Business Day.  Exercise of such repayment option by the holder hereof
shall be irrevocable.  In the event of repayment of this Note in part only, a
new Note or Notes for the amount of the unpaid portion hereof shall be issued
in the name of the holder hereof upon the cancellation hereof.

               If so indicated on the face of this Note, the Issuer has the
option to extend the Original Maturity Date hereof for one or more periods of
one or more whole years (each an "Extension Period") up to but not beyond the
Final Maturity Date specified on the face hereof and in connection therewith
to establish a new interest rate and new redemption provisions for the
Extension Period.

               The Issuer may exercise such option by notifying the Paying
Agent of such exercise at least 45 but not more than 60 days prior to the
Original Maturity Date or, if the maturity hereof has already been extended,
prior to the maturity date then in effect (an "Extended Maturity Date"), such
notice to be accompanied by the form of the Extension Notice referred to
below.  No later than 38 days prior to the Original Maturity Date or an
Extended Maturity Date, as the case may be (each, a "Maturity Date"), the
Paying Agent will mail to the holder hereof a notice (the "Extension Notice")
relating to such Extension Period, first class mail, postage prepaid, setting
forth (a) the election of the Issuer to extend the maturity of this Note; (b)
the new Extended Maturity Date; (c) the interest rate applicable to the
Extension Period; and (d) the provisions, if any, for redemption during the
Extension Period, including the date or dates on which, the period or periods
during which and the price or prices at which such redemption may occur during
the Extension Period.  Upon the mailing by the Paying Agent of an Extension
Notice to the holder of this Note, the maturity hereof shall be extended
automatically, and, except as modified by the Extension Notice and as
described in the next paragraph, this Note will have the same terms it had
prior to the mailing of such Extension Notice.

               Notwithstanding the foregoing, not later than 10:00 A.M., New
York City time, on the twentieth calendar day prior to the Maturity Date in
effect immediately preceding the mailing of the applicable Extension Notice
(or if such day is not a Business Day, not later than 10:00 A.M., New York City
time, on the immediately succeeding Business Day), the Issuer may, at its
option, revoke the interest rate provided for in such Extension Notice and
establish a higher interest rate for the Extension Period by causing the
Paying Agent to send notice of such higher interest rate to the holder of this
Note by first class mail, postage prepaid, or by such other means as shall be
agreed between the Issuer and the Paying Agent.  Such notice shall be
irrevocable.  All Notes with respect to which the Maturity Date is extended in
accordance with an Extension Notice will bear such higher interest rate for the
Extension Period, whether or not tendered for repayment.

               If the Issuer elects to extend the maturity hereof, the holder
of this Note will have the option to require the Issuer to repay this Note on
the Maturity Date in effect immediately preceding the mailing of the
applicable Extension Notice at a price equal to the principal amount hereof
plus any accrued and unpaid interest to such date.  In order for this Note to
be so repaid on such Maturity Date, the holder hereof must follow the
procedures set forth above for optional repayment, except that the period for
delivery of this Note or notification to the Paying Agent shall be at least 25
but not more than 35 days prior to the Maturity Date in effect immediately
preceding the mailing of the applicable Extension Notice and except that if
the holder hereof has tendered this Note for repayment pursuant to this
paragraph he may, by written notice to the Paying Agent, revoke any such
tender for repayment until 3:00 P.M., New York City time, on the twentieth
calendar day prior to the Maturity Date then in effect (or, if such day is not
a Business Day, until 3:00 P.M., New York City time, on the immediately
succeeding Business Day).

               Interest payments on this Note will include interest accrued to
but excluding the Interest Payment Dates or the Maturity Date (or any earlier
redemption or repayment date), as the case may be.  Interest payments for this
Note will be computed and paid on the basis of a 360-day year of twelve 30-day
months.

               In the case where the Interest Payment Date or the Maturity
Date (or any redemption or repayment date) does not fall on a Business Day,
payment of interest, premium, if any, or principal otherwise payable on such
date need not be made on such date, but may be made on the next succeeding
Business Day with the same force and effect as if made on the Interest Payment
Date or on the Maturity Date (or any redemption or repayment date), and no
interest on such payment shall accrue for the period from and after the
Interest Payment Date or the Maturity Date (or any redemption or repayment
date) to such next succeeding Business Day.

               This Note and all other obligations of the Issuer hereunder
will constitute part of the subordinated debt of the Issuer, will be issued
under the Subordinated Indenture and will be subordinate and junior in right
of payment, to the extent and in the manner set forth in the Subordinated
Indenture, to all "Senior Indebtedness" of the Issuer.  The Subordinated
Indenture defines "Senior Indebtedness" as obligations (other than
non-recourse obligations, the debt securities, including this Note, issued
under the Subordinated Indenture or any other obligations specifically
designated as being subordinate in right of payment to Senior Indebtedness)
of, or guaranteed or assumed by, the Issuer for borrowed money or evidenced by
bonds, debentures, notes or other similar instruments, and amendments,
renewals, extensions, modifications and refundings of any such indebtedness or
obligation.

               This Note, and any Note or Notes issued upon transfer or
exchange hereof, is issuable only in fully registered form, without coupons,
and, if denominated in U.S. dollars, is issuable only in denominations of U.S.
$1,000 and any integral multiple of U.S. $1,000 in excess thereof.  If this
Note is denominated in a Specified Currency other than U.S. dollars, then,
unless a higher minimum denomination is required by applicable law, it is
issuable only in denominations of the equivalent of U.S. $1,000 (rounded to an
integral multiple of 1,000 units of such Specified Currency), or any amount in
excess thereof which is an integral multiple of 1,000 units of such Specified
Currency, as determined by reference to the noon dollar buying rate in New
York City for cable transfers of such Specified Currency published by the
Federal Reserve Bank of New York (the "Market Exchange Rate") on the Business
Day immediately preceding the date of issuance; provided, however, in the case
of ECUs, the Market Exchange Rate shall be the rate of exchange determined by
the Commission of the European Communities (or any successor thereto) as
published in the Official Journal of the European Communities, or any
successor publication, on the Business Day immediately preceding the date of
issuance.

               Chemical Bank has been appointed registrar for the Notes (the
"Registrar," which term includes any successor registrar appointed by the
Issuer), and the Registrar will maintain at its office in The City of New York
a register for the registration and transfer of Notes.  This Note may be
transferred at the aforesaid office of the Registrar by surrendering this Note
for cancellation, accompanied by a written instrument of transfer in form
satisfactory to the Registrar and duly executed by the registered holder
hereof in person or by the holder's attorney duly authorized in writing, and
thereupon the Registrar shall issue in the name of the transferee or
transferees, in exchange herefor, a new Note or Notes having identical terms
and provisions and having a like aggregate principal amount in authorized
denominations, subject to the terms and conditions set forth herein; provided,
however, that the Registrar will not be required (i) to register the transfer
of or exchange any Note that has been called for redemption in whole or in
part, except the unredeemed portion of Notes being redeemed in part, (ii) to
register the transfer of or exchange any Note if the holder thereof has
exercised his right, if any, to require the Issuer to repurchase such Note in
whole or in part, except the portion of such Note not required to be
repurchased, or (iii) to register the transfer of or exchange Notes to the
extent and during the period so provided in the Subordinated Indenture with
respect to the redemption of Notes.  Notes are exchangeable at said office for
other Notes of other authorized denominations of equal aggregate principal
amount having identical terms and provisions.  All such exchanges and
transfers of Notes will be free of charge, but the Issuer may require payment
of a sum sufficient to cover any tax or other governmental charge in
connection therewith.  All Notes surrendered for exchange shall be accompanied
by a written instrument of transfer in form satisfactory to the Registrar and
executed by the registered holder in person or by the holder's attorney duly
authorized in writing.  The date of registration of any Note delivered upon
any exchange or transfer of Notes shall be such that no gain or loss of
interest results from such exchange or transfer.

               In case any Note shall at any time become mutilated, defaced or
be destroyed, lost or stolen and such Note or evidence of the loss, theft or
destruction thereof (together with the indemnity hereinafter referred to and
such other documents or proof as may be required in the premises) shall be
delivered to the Registrar, a new Note of like tenor will be issued by the
Issuer in exchange for the Note so mutilated or defaced, or in lieu of the
Note so destroyed or lost or stolen, but, in the case of any destroyed or lost
or stolen Note, only upon receipt of evidence satisfactory to the Registrar
and the Issuer that such Note was destroyed or lost or stolen and, if
required, upon receipt also of indemnity satisfactory to each of them.  All
expenses and reasonable charges associated with procuring such indemnity and
with the preparation, authentication and delivery of a new Note shall be borne
by the owner of the Note mutilated, defaced, destroyed, lost or stolen.

               The Subordinated Indenture provides that, (a) if an Event of
Default (as defined in the Subordinated Indenture) due to the default in
payment of principal of, premium, if any, or interest on, any series of debt
securities issued under the Subordinated Indenture, including the series of
Subordinated Medium-Term Notes of which this Note forms a part, or due to the
default in the performance or breach of any other covenant or warranty of the
Issuer applicable to the debt securities of such series but not applicable to
all outstanding debt securities issued under the Subordinated Indenture shall
have occurred and be continuing, either the Trustee or the holders of not less
than 25% in principal amount of the debt securities of each affected series
(voting as a single class) may then declare the principal of all debt
securities of all such series and interest accrued thereon to be due and
payable immediately and (b) if an Event of Default due to a default in the
performance of any other of the covenants or agreements in the Subordinated
Indenture applicable to all outstanding debt securities issued thereunder,
including this Note, or due to certain events of bankruptcy, insolvency and
reorganization of the Issuer, shall have occurred and be continuing, either
the Trustee or the holders of not less than 25% in principal amount of all debt
securities issued under the Subordinated Indenture then outstanding (treated
as one class) may declare the principal of all such debt securities and
interest accrued thereon to be due and payable immediately, but upon certain
conditions such declarations may be annulled and past defaults may be waived
(except a continuing default in payment of principal (or premium, if any) or
interest on such debt securities) by the holders of a majority in principal
amount of the debt securities of all affected series then outstanding.

               If the face hereof indicates that this Note is subject to
"Modified Payment upon Acceleration," then (i) if the principal hereof is
declared to be due and payable as described in the preceding paragraph, the
amount of principal due and payable with respect to this Note shall be limited
to the aggregate principal amount hereof multiplied by the sum of the Issue
Price specified on the face hereof (expressed as a percentage of the aggregate
principal amount) plus the original issue discount amortized from the Interest
Accrual Date to the date of declaration, which amortization shall be
calculated using the "interest method" (computed in accordance with generally
accepted accounting principles in effect on the date of declaration), (ii) for
the purpose of any vote of securityholders taken pursuant to the Subordinated
Indenture prior to the acceleration of payment of this Note, the principal
amount hereof shall equal the amount that would be due and payable hereon,
calculated as set forth in clause (i) above, if this Note were declared to be
due and payable on the date of any such vote and (iii) for the purpose of any
vote of securityholders taken pursuant to the Subordinated Indenture following
the acceleration of payment of this Note, the principal amount hereof shall
equal the amount of principal due and payable with respect to this Note,
calculated as set forth in clause (i) above.

               The Subordinated Indenture permits the Issuer and the Trustee,
with the consent of the holders of not less than a majority in aggregate
principal amount of the debt securities of all series issued under the
Subordinated Indenture then outstanding and affected (voting as one class),
to execute supplemental indentures adding any provisions to or changing in any
manner the rights of the holders of each series so affected; provided that the
Issuer and the Trustee may not, without the consent of the holder of each
outstanding debt security affected thereby, (a) extend the final maturity of
any such debt security, or reduce the principal amount thereof, or reduce the
rate or extend the time of payment of interest thereon, or reduce any amount
payable on redemption or repayment thereof, or change the currency of payment
thereof, or impair or affect the rights of any holder to institute suit for
the payment thereof without the consent of the holder of each debt security so
affected; or (b) reduce the aforesaid percentage in principal amount of debt
securities the consent of the holders of which is required for any such
supplemental indenture, without the consent of the holders of each debt
security so affected; provided, however, that neither this Note nor the
Subordinated Indenture may be amended to alter the subordination provisions
hereof or thereof without the written consent of each holder of Senior
Indebtedness then outstanding that would be adversely affected thereby.

               Except as set forth below, if the principal of, premium, if
any, or interest on, this Note is payable in a Specified Currency other than
U.S. dollars and such Specified Currency is not available to the Issuer for
making payments hereon due to the imposition of exchange controls or other
circumstances beyond the control of the Issuer or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions within the international banking
community, then the Issuer will be entitled to satisfy its obligations to the
holder of this Note by making such payments in U.S. dollars on the basis of
the Market Exchange Rate on the date of such payment or, if the Market
Exchange Rate is not available on such date, as of the most recent practicable
date.  Any payment made under such circumstances in U.S. dollars where the
required payment is in a Specified Currency other than U.S. dollars will not
constitute an Event of Default.

               If payment in respect of this Note is required to be made in
ECUs and ECUs are unavailable due to the imposition of exchange controls or
other circumstances beyond the Issuer's control or are no longer used as
either the unit of account of the European Community or as the currency of the
European Union, then all payments in respect of this Note shall be made in
U.S. dollars until ECUs are again available or so used.  The amount of each
payment in U.S. dollars shall be computed on the basis of the equivalent of
the ECU in U.S. dollars, determined as described below, as of the second
Business Day prior to the date on which such payment is due.

               The equivalent of the ECU in U.S. dollars as of any date shall
be determined by the Issuer or its agent on the following basis.  The
component currencies of the ECU for this purpose (the "Components") shall be
the currency amounts that were components of the ECU as of the last date on
which the ECU was used as the unit of account of the European Community.  The
equivalent of the ECU in U.S. dollars shall be calculated by aggregating the
U.S. dollar equivalents of the Components.  The U.S. dollar equivalent of each
of the Components shall be determined by the Issuer or such agent on the basis
of the most recently available Market Exchange Rates for such Components.

               All determinations referred to above made by the Issuer or its
agent shall be at its sole discretion and shall, in the absence of manifest
error, be conclusive to the extent permitted by law for all purposes and
binding on the holder of this Note.

               So long as this Note shall be outstanding, the Issuer will
cause to be maintained an office or agency for the payment of the principal of
and premium, if any, and interest on this Note as herein provided in the
Borough of Manhattan, The City of New York, and an office or agency in said
Borough of Manhattan for the registration, transfer and exchange as aforesaid
of the Notes.  The Issuer may designate other agencies for the payment of said
principal, premium and interest at such place or places (subject to applicable
laws and regulations) as the Issuer may decide.  So long as there shall be
such an agency, the Issuer shall keep the Trustee advised of the names and
locations of such agencies, if any are so designated.

               With respect to moneys paid by the Issuer and held by the
Trustee or any Paying Agent for payment of the principal of or interest or
premium, if any, on any Notes that remain unclaimed at the end of two years
after such principal, interest or premium shall have become due and payable
(whether at maturity or upon call for redemption or otherwise), (i) the
Trustee or such Paying Agent shall notify the holders of such Notes that such
moneys shall be repaid to the Issuer and any person claiming such moneys shall
thereafter look only to the Issuer for payment thereof and (ii) such moneys
shall be so repaid to the Issuer.  Upon such repayment all liability of the
Trustee or such Paying Agent with respect to such moneys shall thereupon
cease, without, however, limiting in any way any obligation that the Issuer
may have to pay the principal of or interest or premium, if any, on this Note
as the same shall become due.

               No provision of this Note or of the Subordinated Indenture
shall alter or impair the obligation of the Issuer, which is absolute and
unconditional, to pay the principal of, premium, if any, and interest on this
Note at the time, place, and rate, and in the coin or currency, herein
prescribed unless otherwise agreed between the Issuer and the registered
holder of this Note.

               Prior to due presentment of this Note for registration of
transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee
may treat the holder in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note be overdue, and none of the Issuer,
the Trustee or any such agent shall be affected by notice to the contrary.

               No recourse shall be had for the payment of the principal of,
premium, if any, or the interest on this Note, for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Subordinated
Indenture or any indenture supplemental thereto, against any incorporator,
shareholder, officer or director, as such, past, present or future, of the
Issuer or of any successor corporation, either directly or through the Issuer
or any successor corporation, whether by virtue of any constitution, statute
or rule of law or by the enforcement of any assessment or penalty or
otherwise, all such liability being, by the acceptance hereof and as part of
the consideration for the issue hereof, expressly waived and released.

               This Note shall for all purposes be governed by, and construed
in accordance with, the laws of the State of New York.

               All terms used in this Note which are defined in the
Subordinated Indenture and not otherwise defined herein shall have the
meanings assigned to them in the Subordinated Indenture.

                                 ABBREVIATIONS



               The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written
out in full according to applicable laws or regulations:

         TEN COM-as tenants in common
         TEN ENT-as tenants by the entireties
         JT TEN-as joint tenants with right of survivorship
           and not as tenants in common


         UNIF GIFT MIN ACT-...........Custodian..............
                              (Cust)              (Minor)

         Under Uniform Gifts to Minors Act...................
                                                (State)


               Additional abbreviations may also be used though not in the
above list.

                               ______________



               FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto


[PLEASE INSERT SOCIAL SECURITY OR OTHER
    IDENTIFYING NUMBER OF ASSIGNEE]


                                       !
_______________________________________!
                                       !
______________________________________________________________________________
[PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING ZIP CODE,
OF ASSIGNEE]

______________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably

______________________________________________________________________________
constituting and appointing such person attorney to transfer

______________________________________________________________________________
such note on the books of the Issuer, with full power of

______________________________________________________________________________
substitution in the premises.


Dated:_____________________


NOTICE:        The signature to this assignment must correspond with the name
               as written upon the face of the within Note in every particular
               without alteration or enlargement or any change whatsoever.



                           OPTION TO ELECT REPAYMENT



               The undersigned hereby irrevocably requests and instructs the
Issuer to repay the within Note (or portion thereof specified below) pursuant
to its terms at a price equal to the principal amount thereof, together with
interest to the Optional Repayment Date, to the undersigned at

______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________
                          (Please print or typewrite
                     name and address of the undersigned)


               If less than the entire principal amount of the within Note is
to be repaid, specify the portion thereof which the holder elects to have
repaid:____________________; and specify the denomination or denominations
(which shall not be less than the minimum authorized denomination) of the
Notes to be issued to the holder for the portion of the within Note not being
repaid (in the absence of any such specification, one such Note will be issued
for the portion not being repaid): ________________________________.




Dated: ____________________      _____________________________________________
                                 NOTICE:  The signature on this
                                 Option to Elect Repayment must
                                 correspond with the name as written
                                 upon the face of the within
                                 instrument in every particular
                                 without alteration or enlargement.

EX-4.C

                                                                 EXHIBIT 4-c


           [FORM OF FACE OF PRINCIPAL EXCHANGE RATE LINKED SECURITY]


                PRINCIPAL EXCHANGE RATE LINKED SECURITY (PERLS)


REGISTERED                                         REGISTERED
No.                                                CUSIP:(*)


          Unless this certificate is presented by an authorized representative
of The Depository Trust Company (55 Water Street, New York, New York) to the
issuer or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such other name
as requested by an authorized representative of The Depository Trust Company
and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the
registered owner hereof, Cede & Co., has an interest herein.*

_____________

     *Applies only if this Note is a Registered Global Security.


                          MORGAN STANLEY GROUP INC.
               PRINCIPAL EXCHANGE RATE LINKED SECURITIES (PERLS)
                      GLOBAL MEDIUM TERM NOTES, SERIES C


                   As used herein, the following terms shall have the
following meanings:


   ORIGINAL ISSUE DATE:               INTEREST ACCRUAL DATE:

   MATURITY DATE:                     INTEREST PAYMENT DATES:

   INTEREST RATE:     per annum       EXCHANGE RATE AGENT:

   DENOMINATED CURRENCY               FACE AMOUNT
     (including Financial               (in Denominated
     Center(s) for Denominated          Currency):
     Currency, if any):
                                      FIXED AMOUNT OF INDEXED
   INDEXED CURRENCY                     CURRENCY (for this Note):
     (including Financial
     Center(s) for Indexed            CONVERSION REFERENCE AMOUNT
     Currency, if any):                 (aggregate fixed amount
                                        of Indexed Currency
   PAYMENT CURRENCY                     to be used as reference
     (including Financial               amount for currency
     Center(s) for Payment              valuations):
     Currency, if any):

REFERENCE DEALERS:                 AUTHORIZED DENOMINATIONS
                                        (if other than U.S.
                                               $100,000 and integral
                                               multiples of U.S. $1,000
                                               in excess thereof):


OTHER PROVISIONS:

               Morgan Stanley Group Inc., a Delaware corporation (together
with its successors and assigns, the "Issuer"), for value received, hereby
promises to pay to                 , or registered assigns, on the Maturity
Date the Payment Currency equivalent on the Maturity Date of the Fixed Amount
of Indexed Currency determined in accordance with the procedures described
below and to pay interest in the Denominated Currency based on the Face Amount
hereof at the Interest Rate from the Interest Accrual Date until the principal
amount due hereunder is paid or duly made available for payment, semiannually
in arrears on each Interest Payment Date, commencing on the Interest Payment
Date next succeeding the Interest Accrual Date, and on the Maturity Date,
except as provided herein.

               Interest on this Note will accrue from the most recent Interest
Payment Date to which interest has been paid or duly provided for or, if no
interest has been paid or duly provided for, from the Interest Accrual Date,
until the principal in respect of this Note has been paid or duly made
available for payment (except as provided below).   The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will,
subject to certain exceptions described herein, be paid in the Denominated
Currency to the person in whose name this Note (or one or more predecessor
Notes) is registered at the close of business on the date 15 calendar days
prior to such Interest Payment Date (whether or not a Business Day, as defined
on the reverse hereof) (each such date a "Record Date"); provided that
interest payable on the Maturity Date will be payable to the person to whom
the principal hereof shall be payable.   Payments of interest hereon will be
made by wire transfer of immediately available funds (which, if the Denominated
Currency is not U.S. dollars, will be made to an account maintained by the
holder hereof with a bank located outside the United States) if appropriate
wire transfer instructions have been received by the Paying Agent, as defined
on the reverse hereof, in writing not less than 15 calendar days prior to the
applicable Interest Payment Date.  If such wire transfer instructions are not
so received, such interest payments, other than the interest payment due on
the Maturity Date, will be made by check payable in the Denominated Currency,
mailed to the address of the person entitled thereto as such address shall
appear in the Note register.

               Subject to certain exceptions described herein, payment of the
principal in respect of this Note will be made in immediately available funds
in the Payment Currency and payment of the interest due hereon on the Maturity
Date will be made in immediately available funds in the Denominated Currency,
in each case upon surrender of this Note at the office or agency of the Paying
Agent maintained for that purpose in the Borough of Manhattan, The City of New
York, if this Note is presented to the Paying Agent in time for it to make
such payments in accordance with its normal procedures.

               The Payment Currency equivalent of any Indexed Currency amount
on any date shall be determined by the Exchange Rate Agent based on the
arithmetic mean of the quotations obtained by such agent from the Reference
Dealers at 11:00 a.m. (New York City time) on the second Exchange Rate Day (as
defined on the reverse hereof) preceding such date for the purchase by the
Reference Dealers of the Conversion Reference Amount of the Indexed Currency
with the Payment Currency for settlement on such date; provided that if there
is no cross-exchange rate available in New York City between the Indexed
Currency and the Payment Currency, the quotations shall be calculated by the
Exchange Rate Agent at the time referred to above using the U.S. dollar
equivalent of the Indexed Currency and the Payment Currency as the basis for
comparing the values of such currencies; provided further that if the Payment
Currency and the Indexed Currency are identical, then the Payment Currency
equivalent of any Indexed Currency amount shall be such amount.

               Reference is hereby made to the further provisions of this Note
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

               Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature,
this Note shall not be entitled to any benefit under the Senior Indenture, as
defined on the reverse hereof, or be valid or obligatory for any purpose.

               IN WITNESS WHEREOF, the Issuer has caused this Note to be duly
executed under its corporate seal.


DATED:                        MORGAN STANLEY GROUP INC.



[SEAL]                        By _______________________
                                  Title:



TRUSTEE'S CERTIFICATE
OF AUTHENTICATION


This is one of the Notes referred
to in the within-mentioned
Senior Indenture.

CHEMICAL BANK,
  as Trustee



By________________________
    Authorized Officer




                         [FORM OF REVERSE OF SECURITY]


               This Note is one of a duly authorized issue of Senior Global
Medium-Term Notes, Series C, having maturities more than nine months from the
date of issue (the "Notes") of the Issuer.  The Notes are issuable under a
Senior Indenture, dated as of April 15, 1989, as supplemented by a First
Supplemental Indenture dated as of May 15, 1991 (as so supplemented, the
"Senior Indenture"), between the Issuer and Chemical Bank, as Trustee (the
"Trustee," which term includes any successor trustee under the Senior
Indenture), to which Senior Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities of the Issuer, the Trustee and holders of the
Notes and the terms upon which the Notes are, and are to be, authenticated and
delivered.   The Issuer has appointed Chemical Bank at its corporate trust
office in The City of New York as the paying agent (the "Paying Agent," which
term includes any additional or successor Paying Agent appointed by the
Issuer) with respect to the Notes.   The terms of individual Notes may vary
with respect to interest rates, interest rate formulas, issue dates, maturity
dates, or otherwise, all as provided in the Senior Indenture.  To the extent
not inconsistent herewith, the terms of the Senior Indenture are hereby
incorporated by reference herein.

               This Note will not be subject to any sinking fund and will not
be redeemable or subject to repayment at the option of the holder prior to
maturity.

               Interest payments on this Note will include interest accrued to
but excluding the Interest Payment Dates or the Maturity Date, as the case may
be.  Interest payments for this Note will be computed and paid on the basis of
a 360-day year of twelve 30-day months.

               In the case where the Interest Payment Date or the Maturity
Date does not fall on a Business Day, payment of interest or principal
otherwise payable on such date need not be made on such date, but may be made
on the next succeeding Business Day with the same force and effect as if made
on the Interest Payment Date or on the Maturity Date, and no interest on such
payment shall accrue for the period from and after the Interest Payment Date
or the Maturity Date to such next succeeding Business Day.

               This Note and all the obligations of the Issuer hereunder are
direct, unsecured obligations of the Issuer and rank without preference or
priority among themselves and pari passu with all other existing and future
unsecured and unsubordinated indebtedness of the Issuer, subject to certain
statutory exceptions in the event of liquidation upon insolvency.

               This Note, and any Note or Notes issued upon transfer or
exchange hereof, is issuable only in fully registered form, without coupons,
and, if the Denominated Currency is U.S. dollars, is issuable only in
denominations of U.S. $100,000 and any integral multiple of U.S. $1,000 in
excess thereof, unless a higher minimum denomination is specified on the face
hereof.   If the Denominated Currency is not U.S. dollars, then, unless a
higher minimum denomination is specified on the face hereof, it is issuable
only in denominations of the equivalent of U.S. $100,000 (rounded to an
integral multiple of 1,000 units of the Denominated Currency), or any amount
in excess thereof which is an integral multiple of 1,000 units of the
Denominated Currency, as determined by reference to the noon dollar buying
rate in New York City for cable transfers of the Denominated Currency
published by the Federal Reserve Bank of New York (the "Market Exchange Rate")
on the Business Day immediately preceding the date of issuance; provided,
however, in the case of ECUs, the Market Exchange Rate shall be the rate of
exchange determined by the Commission of the European Communities (or any
successor thereto) as published in the Official Journal of the European
Communities, or any successor publication, on the Business Day immediately
preceding the date of issuance.

               The Trustee has been appointed registrar for the Notes, and the
Trustee will maintain at its office in The City of New York a register for the
registration and transfer of Notes.  This Note may be transferred at the
aforesaid office of the Trustee by surrendering this Note for cancellation,
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and duly executed by the registered holder hereof in person or by the
holder's attorney duly authorized in writing, and thereupon the Trustee shall
issue in the name of the transferee or transferees, in exchange herefor, a new
Note or Notes having identical terms and provisions and having an aggregate
Fixed Amount of Indexed Currency and Face Amount, in authorized denominations,
equal to the respective amounts set forth on the face of this Note, subject to
the terms and conditions set forth herein.   Notes are exchangeable at said
office for other Notes of other authorized denominations having an aggregate
Fixed Amount of Indexed Currency and Face Amount equal to the respective
amounts set forth on the face of this Note and having otherwise identical
terms and provisions.   All such exchanges and transfers of Notes will be free
of charge, but the Issuer may require payment of a sum sufficient to cover any
tax or other governmental charge in connection therewith.  All Notes
surrendered for exchange shall be accompanied by a written instrument of
transfer in form satisfactory to the Trustee and executed by the registered
holder in person or by the holder's attorney duly authorized in writing.  The
date of registration of any Note delivered upon any exchange or transfer of
Notes shall be such that no gain or loss of interest results from such
exchange or transfer.

               In case any Note shall at any time become mutilated, defaced or
be destroyed, lost or stolen and such Note or evidence of the loss, theft or
destruction thereof (together with the indemnity hereinafter referred to and
such other documents or proof as may be required in the premises) shall be
delivered to the Trustee, a new Note of like tenor will be issued by the
Issuer in exchange for the Note so mutilated or defaced, or in lieu of the
Note so destroyed or lost or stolen, but, in the case of any destroyed or lost
or stolen Note, only upon receipt of evidence satisfactory to the Trustee and
the Issuer that such Note was destroyed or lost or stolen and, if required,
upon receipt also of indemnity satisfactory to each of them.  All expenses and
reasonable charges associated with procuring such indemnity and with the
preparation, authentication and delivery of a new Note shall be borne by the
owner of the Note mutilated, defaced, destroyed, lost or stolen.

               The Senior Indenture provides that, (a) if an Event of Default
(as defined in the Senior Indenture) due to the default in payment of
principal of, premium, if any, or interest on, any series of debt securities
issued under the Senior Indenture, including the series of Senior Medium-Term
Notes of which this Note forms a part, or due to the default in the
performance or breach of any other covenant or warranty of the Issuer
applicable to the debt securities of such series but not applicable to all
outstanding debt securities issued under the Senior Indenture shall have
occurred and be continuing, either the Trustee or the holders of not less than
25% in principal amount of the debt securities of each affected series (voting
as a single class) may then declare the principal of all debt securities of
all such series and interest accrued thereon to be due and payable immediately
and (b) if an Event of Default due to a default in the performance of any
other of the covenants or agreements in the Senior Indenture applicable to all
outstanding debt securities issued thereunder, including this Note, or due to
certain events of bankruptcy, insolvency and reorganization of the Issuer,
shall have occurred and be continuing, either the Trustee or the holders of
not less than 25% in principal amount of all debt securities issued under the
Senior Indenture then outstanding (treated as one class) may declare the
principal of all such debt securities and interest accrued thereon to be due
and payable immediately, but upon certain conditions such declarations may be
annulled and past defaults may be waived (except a continuing default in
payment of principal (or premium, if any) or interest on such debt securities)
by the holders of a majority in principal amount of the debt securities of all
affected series then outstanding.

               If the principal of this Note is declared to be due and payable
prior to the Maturity Date, then (i) the amount payable with respect to this
Note shall be paid in the Denominated Currency and shall equal the Face Amount
hereof plus accrued interest to but excluding the date of payment, (ii) for
the purpose of any vote of securityholders taken pursuant to the Senior
Indenture prior to the acceleration of payment of this Note, the principal
amount hereof shall equal the amount that would be due and payable hereon,
calculated as set forth in clause (i) above, if this Note were declared to be
due and payable on the date of any such vote (converted, if necessary, into
U.S. dollars using the most recent Market Exchange Rate available on such
date) and (iii) for the purpose of any vote of securityholders taken pursuant
to the Senior Indenture following the acceleration of payment of this Note,
the principal amount hereof shall equal the amount of principal due and
payable with respect to this Note, calculated as set forth in clause (i) above
(converted, if necessary, into U.S. dollars using the most recent Market
Exchange Rate available on the date of such vote).

               The Senior Indenture permits the Issuer and the Trustee, with
the consent of the holders of not less than a majority in aggregate principal
amount of the debt securities of all series issued under the Senior Indenture
then outstanding and affected (voting as one class), to execute supplemental
indentures adding any provisions to or changing in any manner the rights of
the holders of each series so affected; provided that the Issuer and the
Trustee may not, without the consent of the holder of each outstanding debt
security affected thereby, (a) extend the final maturity of any such debt
security, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon, or reduce any amount payable on
redemption or repayment thereof, or change the currency of payment thereof, or
impair or affect the rights of any holder to institute suit for the payment
thereof without the consent of the holder of each debt security so affected;
or (b) reduce the aforesaid percentage in principal amount of debt securities
the consent of the holders of which is required for any such supplemental
indenture, without the consent of the holders of each debt security so
affected.

               Except as set forth below, if the principal of, or interest on,
this Note is payable in a Payment Currency or a Denominated Currency, as the
case may be, other than U.S. dollars and such currency is not available to the
Issuer for making payments hereon due to the imposition of exchange controls
or other circumstances beyond the control of the Issuer or is no longer used
by the government of the country issuing such currency or for the settlement
of transactions by public institutions within the international banking
community, then the Issuer will be entitled to satisfy its obligations to the
holder of this Note by making such payments in U.S. dollars on the basis of
the Market Exchange Rate on the date of such payment or, if the Market
Exchange Rate is not available on such date, as of the most recent practicable
date.  Any payment made under such circumstances in U.S. dollars where the
required payment is in a currency other than U.S. dollars will not constitute
an Event of Default.

               If payment in respect of this Note is required to be made in
ECUs and ECUs are unavailable due to the imposition of exchange controls or
other circumstances beyond the Issuer's control or are no longer used as
either the unit of account of the European Community or as the currency of the
European Union, then all payments in respect of this Note shall be made in
U.S. dollars until ECUs are again available or so used.  The amount of each
payment in U.S. dollars shall be computed on the basis of the equivalent of
the ECU in U.S. dollars, determined as described below, as of the second
Business Day prior to the date on which such payment is due.

               The equivalent of the ECU in U.S. dollars as of any date shall
be determined by the Issuer or its agent on the following basis.  The
component currencies of the ECU for this purpose (the "Components") shall be
the currency amounts that were components of the ECU as of the last date on
which the ECU was used as the unit of account of the European Community.  The
equivalent of the ECU in U.S. dollars shall be calculated by aggregating the
U.S. dollar equivalents of the Components.  The U.S. dollar equivalent of each
of the Components shall be determined by the Issuer or such agent on the basis
of the most recently available Market Exchange Rates for such Components.

               All determinations referred to above made by the Issuer or its
agent shall be at its sole discretion and shall, in the absence of manifest
error, be conclusive to the extent permitted by law for all purposes and
binding on the holder of this Note.

               So long as this Note shall be outstanding, the Issuer will
cause to be maintained an office or agency for the payment of the principal of
and interest on this Note as herein provided in the Borough of Manhattan, The
City of New York, and an office or agency in said Borough of Manhattan for the
registration, transfer and exchange as aforesaid of the Notes.  The Issuer may
designate other agencies for the payment of said principal and interest at
such place or places (subject to applicable laws and regulations) as the
Issuer may decide.  So long as there shall be such an agency, the Issuer shall
keep the Trustee advised of the names and locations of such agencies, if any
are so designated.

               With respect to moneys paid by the Issuer and held by the
Trustee or any Paying Agent for payment of the principal of or interest on any
Notes that remain unclaimed at the end of two years after such principal or
interest shall have become due and payable (whether at maturity or otherwise),
(i) the Trustee or such Paying Agent shall notify the holders of such Notes
that such moneys shall be repaid to the Issuer and any person claiming such
moneys shall thereafter look only to the Issuer for payment thereof and (ii)
such moneys shall be so repaid to the Issuer.  Upon such repayment all
liability of the Trustee or such Paying Agent with respect to such moneys
shall thereupon cease, without, however, limiting in any way any obligation
that the Issuer may have to pay the principal of or interest on this Note as
the same shall become due.

               No provision of this Note or of the Senior Indenture shall
alter or impair the obligation of the Issuer, which is absolute and
unconditional, to pay the principal of and interest on this Note at the time,
place, and rate, and in the coin or currency, herein prescribed unless
otherwise agreed between the Issuer and the registered holder of this Note.

               Prior to due presentment of this Note for registration of
transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee
may treat the holder in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note be overdue, and none of the Issuer,
the Trustee or any such agent shall be affected by notice to the contrary.

               No recourse shall be had for the payment of the principal of or
the interest on this Note, for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Senior Indenture or any indenture
supplemental thereto, against any incorporator, shareholder, officer or
director, as such, past, present or future, of the Issuer or of any successor
corporation, either directly or through the Issuer or any successor
corporation, whether by virtue of any constitution, statute or rule of law or
by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.

               This Note shall for all purposes be governed by, and construed
in accordance with, the laws of the State of New York.

               As used herein:

               (a)  the term "Business Day" means any day, other than a
Saturday or Sunday or a day on which banking institutions in New York City are
authorized or required by law or executive order to close; provided that when
a payment is due on such day in a currency other than U.S. dollars (a "Foreign
Currency") such day must also be a business day in each city designated as a
Financial Center for the Foreign Currency and, if such Foreign Currency is
ECU, such day must not be a non-ECU clearing day, as determined by the ECU
Banking Association in Paris;

               (b)  the term "Exchange Rate Day" means any day other than a
Saturday or Sunday or a day on which banking institutions in New York City are
authorized or required by law or executive order to close and which is a
business day in each of the cities designated as a Financial Center for the
currencies being converted; provided that if any such currency is ECU, such
day must not be a non-ECU clearing day, as determined by the ECU Banking
Association in Paris; and

               (c)  all other terms used in this Note which are defined in the
Senior Indenture and not otherwise defined herein shall have the meanings
assigned to them in the Senior Indenture.

                                 ABBREVIATIONS


               The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written
out in full according to applicable laws or regulations:


     TEN COM-as tenants in common
     TEN ENT-as tenants by the entireties
     JT TEN-as joint tenants with right of survivorship
       and not as tenants in common


     UNIF GIFT MIN ACT-...........Custodian..............
                         (Cust)               (Minor)

     Under Uniform Gifts to Minors Act...................
                                           (State)


     Additional abbreviations may also be used though not in the above list.




          FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

[PLEASE INSERT SOCIAL SECURITY OR OTHER
    IDENTIFYING NUMBER OF ASSIGNEE]


_______________________________________!
                                       !
                                       !

______________________________________________________________________________
[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE,
OF ASSIGNEE]

______________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably

______________________________________________________________________________
constituting and appointing such person attorney to transfer

______________________________________________________________________________
such note on the books of the Issuer, with full power of

______________________________________________________________________________
substitution in the premises.


Dated:_____________________


  NOTICE:      The signature to this assignment must correspond with the name
               as written upon the face of the within Note in every particular
               without alteration or enlargement or any change whatsoever.

EX-4.D

                                                                 EXHIBIT 4-d

      [FORM OF FACE OF REVERSE PRINCIPAL EXCHANGE RATE LINKED SECURITY]

               REVERSE PRINCIPAL EXCHANGE RATE LINKED SECURITY
                               (REVERSE PERLS)

REGISTERED                                   REGISTERED
No.                                          CUSIP:(*)



          Unless this certificate is presented by an authorized representative
of The Depository Trust Company (55 Water Street, New York, New York) to the
issuer or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such other name
as requested by an authorized representative of The Depository Trust Company
and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the
registered owner hereof, Cede & Co., has an interest herein.*
____________
     *Applies only if this Note is a Registered Global Security.

                          MORGAN STANLEY GROUP INC.
              REVERSE PRINCIPAL EXCHANGE RATE LINKED SECURITIES
                               (REVERSE PERLS)
                      GLOBAL MEDIUM TERM NOTES, SERIES C


          As used herein, the following terms shall have the following
meanings:


ORIGINAL ISSUE DATE:               INTEREST ACCRUAL DATE:

MATURITY DATE:                     FACE AMOUNT
                                     (in Denominated
INTEREST RATE:       per annum       Currency):

DENOMINATED CURRENCY               FIXED AMOUNT OF FIRST
  (including Financial               INDEXED CURRENCY
  Center(s) for Denominated          (for this Note):
  Currency, if any):
                                   FIXED AMOUNT OF SECOND
FIRST INDEXED CURRENCY               INDEXED CURRENCY
  (including Financial               (for this Note):
  Center(s) for First Indexed
  Currency, if any):

SECOND INDEXED CURRENCY              FIRST CONVERSION REFERENCE
  (including Financial                 AMOUNT (aggregate fixed
  Center(s) for Second Indexed         amount of First Indexed
  Currency, if any):                   Currency to be used as
                                       reference amount for
PAYMENT CURRENCY                       currency valuations):
  (including Financial
  Center(s) for Payment              SECOND CONVERSION REFERENCE
  Currency, if any):                   AMOUNT (aggregate fixed
                                       amount of Second Indexed
INTEREST PAYMENT DATES:                Currency to be used as
                                       reference amount for
EXCHANGE RATE AGENT:                   currency valuations):

REFERENCE DEALERS FOR                AUTHORIZED DENOMINATIONS
  FIRST INDEXED CURRENCY:              (if other than U.S. $100,000
                                       and integral multiples of
REFERENCE DEALERS FOR                  U.S. $1,000 in excess thereof)
  SECOND INDEXED CURRENCY:

OTHER PROVISIONS:


          Morgan Stanley Group Inc., a Delaware corporation (together with its
successors and assigns, the "Issuer"), for value received, hereby promises to
pay to                     , or registered assigns, on the Maturity Date the
Payment Currency equivalent on the Maturity Date of the Fixed Amount of First
Indexed Currency minus the Payment Currency equivalent on the Maturity Date of
the Fixed Amount of Second Indexed Currency determined in accordance with the
procedures described below and to pay interest in the Denominated Currency
based on the Face Amount hereof at the Interest Rate from the Interest Accrual
Date until the principal amount due hereunder is paid or duly made available
for payment, semiannually in arrears on each Interest Payment Date, commencing
on the Interest Payment Date next succeeding the Interest Accrual Date, and on
the Maturity Date, except as provided herein; provided that the minimum amount
payable in respect of principal at maturity shall be zero.

          Interest on this Note will accrue from the most recent Interest
Payment Date to which interest has been paid or duly provided for or, if no
interest has been paid or duly provided for, from the Interest Accrual Date,
until the principal in respect of this Note has been paid or duly made
available for payment (except as provided below).  The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will,
subject to certain exceptions described herein, be paid in the Denominated
Currency to the person in whose name this Note (or one or more predecessor
Notes) is registered at the close of business on the date 15 calendar days
prior to such Interest Payment Date (whether or not a Business Day, as defined
on the reverse hereof) (each such date a "Record Date"); provided that
interest payable on the Maturity Date will be payable to the person to whom
the principal hereof shall be payable.  Payments of interest hereon will be
made by wire transfer of immediately available funds (which, if the Denominated
Currency is not U.S. dollars, will be made to an account maintained by the
holder hereof with a bank located outside the United States) if appropriate
wire transfer instructions have been received by the Paying Agent, as defined
on the reverse hereof, in writing not less than 15 calendar days prior to the
applicable Interest Payment Date.  If such wire transfer instructions are not
so received, such interest payments, other than the interest payment due on
the Maturity Date, will be made by check payable in the Denominated Currency,
mailed to the address of the person entitled thereto as such address shall
appear in the Note register.

          Subject to certain exceptions described herein, payment of the
principal in respect of this Note will be made in immediately available funds
in the Payment Currency and payment of the interest due hereon on the Maturity
Date will be made in immediately available funds in the Denominated Currency,
in each case upon surrender of this Note at the office or agency of the Paying
Agent maintained for that purpose in the Borough of Manhattan, The City of New
York, if this Note is presented to the Paying Agent in time for it to make
such payments in accordance with its normal procedures.


          The Payment Currency equivalent of any First Indexed Currency amount
on any date shall be determined by the Exchange Rate Agent based on the
arithmetic mean of the quotations obtained by such agent from the Reference
Dealers for the First Indexed Currency at 11:00 a.m. (New York City time) on
the second Exchange Rate Day (as defined on the reverse hereof) preceding such
date for the purchase by such Reference Dealers of the First Conversion
Reference Amount of the First Indexed Currency with the Payment Currency for
settlement on such date; provided that if there is no cross-exchange rate
available in New York City between the First Indexed Currency and the Payment
Currency, the quotations shall be calculated by the Exchange Rate Agent at the
time referred to above using the U.S. dollar equivalent of the First Indexed
Currency and the Payment Currency as the basis for comparing the values of
such currencies; provided further that if the Payment Currency and the First
Indexed Currency are identical, then the Payment Currency equivalent of any
First Indexed Currency amount shall be such amount.

          The Payment Currency equivalent of any Second Indexed Currency
amount on any date shall be determined by the Exchange Rate Agent based on the
arithmetic mean of the quotations obtained by such agent from the Reference
Dealers for the Second Indexed Currency at 11:00 a.m. (New York City time) on
the second Exchange Rate Day (as defined on the reverse hereof) preceding such
date for the sale by such Reference Dealers of the Second Conversion Reference
Amount of the Second Indexed Currency for the Payment Currency for settlement
on such date; provided that if there is no cross-exchange rate available in
New York City between the Second Indexed Currency and the Payment Currency, the
quotations shall be calculated by the Exchange Rate Agent at the time referred
to above using the U.S. dollar equivalent of the Second Indexed Currency and
the Payment Currency as the basis for comparing the values of such currencies;
provided further that if the Payment Currency and the Second Indexed Currency
are identical, then the Payment Currency equivalent of any Second Indexed
Currency amount shall be such amount.
          Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

           Unless the certificate of authentication hereon has been executed
by the Trustee referred to on the reverse hereof by manual signature, this
Note shall not be entitled to any benefit under the Senior Indenture, as
defined on the reverse hereof, or be valid or obligatory for any purpose.



          IN WITNESS WHEREOF, the Issuer has caused this Note to be duly
executed under its corporate seal.


DATED:                   MORGAN STANLEY GROUP INC.


                         By _________________________
                             Title:
[SEAL]

TRUSTEE'S CERTIFICATE
OF AUTHENTICATION

This is one of the Notes referred
to in the within-mentioned
Senior Indenture.

CHEMICAL BANK,
  as Trustee


By _______________________
     Authorized Officer



                        [FORM OF REVERSE OF SECURITY]


          This Note is one of a duly authorized issue of Senior Global
Medium-Term Notes, Series C, having maturities more than nine months from the
date of issue (the "Notes") of the Issuer.  The Notes are issuable under a
Senior Indenture, dated as of April 15, 1989, as supplemented by a First
Supplemental Indenture dated as of May 15, 1991 (as so supplemented, the
"Senior Indenture"), between the Issuer and Chemical Bank, as Trustee (the
"Trustee," which term includes any successor trustee under the Senior
Indenture), to which Senior Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities of the Issuer, the Trustee and holders of the
Notes and the terms upon which the Notes are, and are to be, authenticated and
delivered.  The Issuer has appointed Chemical Bank at its corporate trust
office in The City of New York as the paying agent (the "Paying Agent," which
term includes any additional or successor Paying Agent appointed by the
Issuer) with respect to the Notes.  The terms of individual Notes may vary
with respect to interest rates, interest rate formulas, issue dates, maturity
dates, or otherwise, all as provided in the Senior Indenture.  To the extent
not inconsistent herewith, the terms of the Senior Indenture are hereby
incorporated by reference herein.

          This Note will not be subject to any sinking fund and will not be
redeemable or subject to repayment at the option of the holder prior to
maturity.

          Interest payments on this Note will include interest accrued to but
excluding the Interest Payment Dates or the Maturity Date, as the case may be.
Interest payments for this Note will be computed and paid on the basis of a
360-day year of twelve 30-day months.

          In the case where the Interest Payment Date or the Maturity Date
does not fall on a Business Day, payment of interest or principal otherwise
payable on such date need not be made on such date, but may be made on the
next succeeding Business Day with the same force and effect as if made on the
Interest Payment Date or on the Maturity Date, and no interest on such payment
shall accrue for the period from and after the Interest Payment Date or the
Maturity Date to such next succeeding Business Day.

          This Note and all the obligations of the Issuer hereunder are
direct, unsecured obligations of the Issuer and rank without preference or
priority among themselves and pari passu with all other existing and future
unsecured and unsubordinated indebtedness of the Issuer, subject to certain
statutory exceptions in the event of liquidation upon insolvency.

          This Note, and any Note or Notes issued upon transfer or exchange
hereof, is issuable only in fully registered form, without coupons, and, if
the Denominated Currency is U.S. dollars, is issuable only in denominations of
U.S. $100,000 and any integral multiple of U.S. $1,000 in excess thereof,
unless a higher minimum denomination is specified on the face hereof.  If the
Denominated Currency is not U.S. dollars, then, unless a higher minimum
denomination is specified on the face hereof, it is issuable only in
denominations of the equivalent of U.S. $100,000 (rounded to an integral
multiple of 1,000 units of the Denominated Currency), or any amount in excess
thereof which is an integral multiple of 1,000 units of the Denominated
Currency, as determined by reference to the noon dollar buying rate in New
York City for cable transfers of the Denominated Currency published by the
Federal Reserve Bank of New York (the "Market Exchange Rate") on the Business
Day immediately preceding the date of issuance; provided, however, in the case
of ECUs, the Market Exchange Rate shall be the rate of exchange determined by
the Commission of the European Communities (or any successor thereto) as
published in the Official Journal of the European Communities, or any
successor publication, on the Business Day immediately preceding the date of
issuance.

          The Trustee has been appointed registrar for the Notes, and the
Trustee will maintain at its office in The City of New York a register for the
registration and transfer of Notes.  This Note may be transferred at the
aforesaid office of the Trustee by surrendering this Note for cancellation,
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and duly executed by the registered holder hereof in person or by the
holder's attorney duly authorized in writing, and thereupon the Trustee shall
issue in the name of the transferee or transferees, in exchange herefor, a new
Note or Notes having identical terms and provisions and having an aggregate
Fixed Amount of First Indexed Currency, Fixed Amount of Second Indexed
Currency and Face Amount, in authorized denominations, equal to the respective
amounts set forth on the face of this Note, subject to the terms and
conditions set forth herein.  Notes are exchangeable at said office for other
Notes of other authorized denominations having an aggregate Fixed Amount of
First Indexed Currency, Fixed Amount of Second Indexed Currency and Face
Amount equal to the respective amounts set forth on the face of this Note and
having otherwise identical terms and provisions.  All such exchanges and
transfers of Notes will be free of charge, but the Issuer may require payment
of a sum sufficient to cover any tax or other governmental charge in
connection therewith.  All Notes surrendered for exchange shall be accompanied
by a written instrument of transfer in form satisfactory to the Trustee and
executed by the registered holder in person or by the holder's attorney duly
authorized in writing.  The date of registration of any Note delivered upon
any exchange or transfer of Notes shall be such that no gain or loss of
interest results from such exchange or transfer.

          In case any Note shall at any time become mutilated, defaced or be
destroyed, lost or stolen and such Note or evidence of the loss, theft or
destruction thereof (together with the indemnity hereinafter referred to and
such other documents or proof as may be required in the premises) shall be
delivered to the Trustee, a new Note of like tenor will be issued by the
Issuer in exchange for the Note so mutilated or defaced, or in lieu of the
Note so destroyed or lost or stolen, but, in the case of any destroyed or lost
or stolen Note, only upon receipt of evidence satisfactory to the Trustee and
the Issuer that such Note was destroyed or lost or stolen and, if required,
upon receipt also of indemnity satisfactory to each of them.  All expenses and
reasonable charges associated with procuring such indemnity and with the
preparation, authentication and delivery of a new Note shall be borne by the
owner of the Note mutilated, defaced, destroyed, lost or stolen.

          The Senior Indenture provides that, (a) if an Event of Default (as
defined in the Senior Indenture) due to the default in payment of principal
of, premium, if any, or interest on, any series of debt securities issued
under the Senior Indenture, including the series of Senior Medium-Term Notes
of which this Note forms a part, or due to the default in the performance or
breach of any other covenant or warranty of the Issuer applicable to the debt
securities of such series but not applicable to all outstanding debt
securities issued under the Senior Indenture shall have occurred and be
continuing, either the Trustee or the holders of not less than 25% in
principal amount of the debt securities of each affected series (voting as a
single class) may then declare the principal of all debt securities of all
such series and interest accrued thereon to be due and payable immediately and
(b) if an Event of Default due to a default in the performance of any other of
the covenants or agreements in the Senior Indenture applicable to all
outstanding debt securities issued thereunder, including this Note, or due to
certain events of bankruptcy, insolvency and reorganization of the Issuer,
shall have occurred and be continuing, either the Trustee or the holders of
not less than 25% in principal amount of all debt securities issued under the
Senior Indenture then outstanding (treated as one class) may declare the
principal of all such debt securities and interest accrued thereon to be due
and payable immediately, but upon certain conditions such declarations may be
annulled and past defaults may be waived (except a continuing default in
payment of principal (or premium, if any) or interest on such debt securities)
by the holders of a majority in principal amount of the debt securities of all
affected series then outstanding.

          If the principal of this Note is declared to be due and payable
prior to the Maturity Date, then (i) the amount payable with respect to this
Note shall be paid in the Denominated Currency and shall equal the Face Amount
hereof plus accrued interest to but excluding the date of payment, (ii) for
the purpose of any vote of securityholders taken pursuant to the Senior
Indenture prior to the acceleration of payment of this Note, the principal
amount hereof shall equal the amount that would be due and payable hereon,
calculated as set forth in clause (i) above, if this Note were declared to be
due and payable on the date of any such vote (converted, if necessary, into
U.S. dollars using the most recent Market Exchange Rate available on such
date) and (iii) for the purpose of any vote of securityholders taken pursuant
to the Senior Indenture following the acceleration of payment of this Note,
the principal amount hereof shall equal the amount of principal due and
payable with respect to this Note, calculated as set forth in clause (i) above
(converted, if necessary, into U.S. dollars using the most recent Market
Exchange Rate available on the date of such vote).

          The Senior Indenture permits the Issuer and the Trustee, with the
consent of the holders of not less than a majority in aggregate principal
amount of the debt securities of all series issued under the Senior Indenture
then outstanding and affected (voting as one class), to execute supplemental
indentures adding any provisions to or changing in any manner the rights of
the holders of each series so affected; provided that the Issuer and the
Trustee may not, without the consent of the holder of each outstanding debt
security affected thereby, (a) extend the final maturity of any such debt
security, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon, or reduce any amount payable on
redemption or repayment thereof, or change the currency of payment thereof, or
impair or affect the rights of any holder to institute suit for the payment
thereof without the consent of the holder of each debt security so affected;
or (b) reduce the aforesaid percentage in principal amount of debt securities
the consent of the holders of which is required for any such supplemental
indenture, without the consent of the holders of each debt security so
affected.

          Except as set forth below, if the principal of, or interest on, this
Note is payable in a Payment Currency or a Denominated Currency, as the case
may be, other than U.S. dollars and such currency is not available to the
Issuer for making payments hereon due to the imposition of exchange controls
or other circumstances beyond the control of the Issuer or is no longer used
by the government of the country issuing such currency or for the settlement
of transactions by public institutions within the international banking
community, then the Issuer will be entitled to satisfy its obligations to the
holder of this Note by making such payments in U.S. dollars on the basis of
the Market Exchange Rate on the date of such payment or, if the Market
Exchange Rate is not available on such date, as of the most recent practicable
date.  Any payment made under such circumstances in U.S. dollars where the
required payment is in a currency other than U.S. dollars will not constitute
an Event of Default.

               If payment in respect of this Note is required to be made in
ECUs and ECUs are unavailable due to the imposition of exchange controls or
other circumstances beyond the Issuer's control or are no longer used as
either the unit of account of the European Community or as the currency of the
European Union, then all payments in respect of this Note shall be made in
U.S. dollars until ECUs are again available or so used.  The amount of each
payment in U.S. dollars shall be computed on the basis of the equivalent of
the ECU in U.S. dollars, determined as described below, as of the second
Business Day prior to the date on which such payment is due.

               The equivalent of the ECU in U.S. dollars as of any date shall
be determined by the Issuer or its agent on the following basis.  The
component currencies of the ECU for this purpose (the "Components") shall be
the currency amounts that were components of the ECU as of the last date on
which the ECU was used as the unit of account of the European Community.  The
equivalent of the ECU in U.S. dollars shall be calculated by aggregating the
U.S. dollar equivalents of the Components.  The U.S. dollar equivalent of each
of the Components shall be determined by the Issuer or such agent on the basis
of the most recently available Market Exchange Rates for such Components.

               All determinations referred to above made by the Issuer or its
agent shall be at its sole discretion and shall, in the absence of manifest
error, be conclusive to the extent permitted by law for all purposes and
binding on the holder of this Note.

          So long as this Note shall be outstanding, the Issuer will cause to
be maintained an office or agency for the payment of the principal of and
interest on this Note as herein provided in the Borough of Manhattan, The City
of New York, and an office or agency in said Borough of Manhattan for the
registration, transfer and exchange as aforesaid of the Notes.  The Issuer may
designate other agencies for the payment of said principal and interest at
such place or places (subject to applicable laws and regulations) as the
Issuer may decide.  So long as there shall be such an agency, the Issuer shall
keep the Trustee advised of the names and locations of such agencies, if any
are so designated.

          With respect to moneys paid by the Issuer and held by the Trustee or
any Paying Agent for payment of the principal of or interest on any Notes that
remain unclaimed at the end of two years after such principal or interest shall
have become due and payable (whether at maturity or otherwise), (i) the
Trustee or such Paying Agent shall notify the holders of such Notes that such
moneys shall be repaid to the Issuer and any person claiming such moneys shall
thereafter look only to the Issuer for payment thereof and (ii) such moneys
shall be so repaid to the Issuer.  Upon such repayment all liability of the
Trustee or such Paying Agent with respect to such moneys shall thereupon
cease, without, however, limiting in any way any obligation that the Issuer
may have to pay the principal of or interest on this Note as the same shall
become due.

          No provision of this Note or of the Senior Indenture shall alter or
impair the obligation of the Issuer, which is absolute and unconditional, to
pay the principal of and interest on this Note at the time, place, and rate,
and in the coin or currency, herein prescribed unless otherwise agreed between
the Issuer and the registered holder of this Note.

          Prior to due presentment of this Note for registration of transfer,
the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat
the holder in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and none of the Issuer, the
Trustee or any such agent shall be affected by notice to the contrary.

     No recourse shall be had for the payment of the principal of or the
interest on this Note, for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Senior Indenture or any indenture
supplemental thereto, against any incorporator, shareholder, officer or
director, as such, past, present or future, of the Issuer or of any successor
corporation, either directly or through the Issuer or any successor
corporation, whether by virtue of any constitution, statute or rule of law or
by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.

          This Note shall for all purposes be governed by, and construed in
accordance with, the laws of the State of New York.

          As used herein:

          (a)  the term "Business Day" means any day, other than a Saturday or
Sunday or a day on which banking institutions in New York City are authorized
or required by law or executive order to close; provided that when a payment
is due on such day in a currency other than U.S. dollars (a "Foreign
Currency") such day must also be a business day in each city designated as a
Financial Center for the Foreign Currency and, if such Foreign Currency is
ECU, such day must not be a non-ECU clearing day, as determined by the ECU
Banking Association in Paris;

          (b)  the term "Exchange Rate Day" means any day other than a
Saturday or Sunday or a day on which banking institutions in New York City are
authorized or required by law or executive order to close and which is a
business day in each of the cities designated as a Financial Center for  the
currencies being converted; provided that if any such currency is ECU, such
day must not be a non-ECU clearing day, as determined by the ECU Banking
Association in Paris; and

          (c)  all other terms used in this Note which are defined in the
Senior Indenture and not otherwise defined herein shall have the meanings
assigned to them in the Senior Indenture.

                                ABBREVIATIONS

          The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:

     TEN COM-as tenants in common
     TEN ENT-as tenants by the entireties
     JT TEN-as joint tenants with right of survivorship
       and not as tenants in common
     UNIF GIFT MIN ACT-...........Custodian..............
                         (Cust)               (Minor)
     Under Uniform Gifts to Minors Act...................
                                           (State)



          Additional abbreviations may also be used though not in the above
list.


                              ___________________



          FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto


[PLEASE INSERT SOCIAL SECURITY OR OTHER
    IDENTIFYING NUMBER OF ASSIGNEE]
_______________________________________!
                                       !
                                       !
______________________________________________________________________________

______________________________________________________________________________
[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE,
OF ASSIGNEE]

______________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably

______________________________________________________________________________
constituting and appointing such person attorney to transfer

______________________________________________________________________________
such note on the books of the Issuer, with full power of

______________________________________________________________________________
substitution in the premises.

Dated:_____________________


  NOTICE:      The signature to this assignment must correspond with the name
               as written upon the face of the within Note in every particular
               without alteration or enlargement or any change whatsoever.

EX-4.E

                                                                 EXHIBIT 4-e



                   [FORM OF FACE OF MULTICURRENCY PRINCIPAL
                        EXCHANGE RATE LINKED SECURITY]


             MULTICURRENCY PRINCIPAL EXCHANGE RATE LINKED SECURITY
                             (MULTICURRENCY PERLS)


REGISTERED                                               REGISTERED
No.                                                      CUSIP:(*)


          Unless this certificate is presented by an authorized representative
of The Depository Trust Company (55 Water Street, New York, New York) to the
issuer or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such other name
as requested by an authorized representative of The Depository Trust Company
and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the
registered owner hereof, Cede & Co., has an interest herein.*

_____________
      *Applies only if this Note is a Registered Global Security.


                          MORGAN STANLEY GROUP INC.

            MULTICURRENCY PRINCIPAL EXCHANGE RATE LINKED SECURITIES
                            (MULTICURRENCY PERLS)
                      GLOBAL MEDIUM TERM NOTES, SERIES C


                   As used herein, the following terms shall have the
following meanings:

ORIGINAL ISSUE DATE:                   INTEREST ACCRUAL DATE:

MATURITY DATE:                         FACE AMOUNT
                                         (in Denominated
INTEREST RATE:     per annum             Currency):

DENOMINATED CURRENCY                   FIXED AMOUNT OF FIRST
  (including Financial                   INDEXED CURRENCY
  Center(s) for Denominated              (for this Note):
  Currency, if any):

                                       FIXED AMOUNT OF SECOND
FIRST INDEXED CURRENCY                   INDEXED CURRENCY
  (including Financial                   (for this Note):
  Center(s) for First Indexed
  Currency, if any):                   FIXED AMOUNT OF THIRD
                                         INDEXED CURRENCY
                                         (for this Note):

SECOND INDEXED CURRENCY                FIRST CONVERSION REFERENCE
  (including Financial                   AMOUNT (aggregate fixed
  Center(s) for Second Indexed           amount of First Indexed
  Currency, if any):                     Currency to be used as
                                         reference amount for
THIRD INDEXED CURRENCY                   currency valuations):
  (including Financial
  Center(s) for Third Indexed          SECOND CONVERSION REFERENCE
  Currency, if any):                     AMOUNT (aggregate fixed
                                         amount of Second Indexed
PAYMENT CURRENCY                         Currency to be used as
  (including Financial                   reference amount for
  Center(s) for Payment                  currency valuations):
  Currency, if any):
                                       THIRD CONVERSION REFERENCE
INTEREST PAYMENT DATES:                  AMOUNT (aggregate fixed
                                         amount of Third Indexed
EXCHANGE RATE AGENT:                     Currency to be used as
                                         reference amount for
REFERENCE DEALERS FOR FIRST              currency valuations):
  INDEXED CURRENCY:
                                       AUTHORIZED DENOMINATIONS
REFERENCE DEALERS FOR SECOND             (if other than U.S.
  INDEXED CURRENCY:                      $100,000 and integral
                                         multiples of U.S. $1,000
REFERENCE DEALERS FOR THIRD              in excess thereof):
  INDEXED CURRENCY:

OTHER PROVISIONS:


          Morgan Stanley Group Inc., a Delaware corporation (together with its
successors and assigns, the "Issuer"), for value received, hereby promises to
pay to                    or registered assigns, on the Maturity Date the
Payment Currency equivalent on the Maturity Date of the Fixed Amount of First
Indexed Currency [plus or minus] the Payment Currency equivalent on the
Maturity Date of the Fixed Amount of Second Indexed Currency [plus or minus]
the Payment Currency equivalent on the Maturity Date of the Fixed Amount of
Third Indexed Currency determined in accordance with the procedures described
below and to pay interest in the Denominated Currency based on the Face Amount
hereof at the Interest Rate from the Interest Accrual Date until the principal
amount due hereunder is paid or duly made available for payment, semiannually
in arrears on each Interest Payment Date, commencing on the Interest Payment
Date next succeeding the Interest Accrual Date and ending on the Maturity
Date, except as provided herein; provided that the minimum amount payable in
respect of principal at maturity shall be zero.

          Interest on this Note will accrue from the most recent Interest
Payment Date to which interest has been paid or duly provided for or, if no
interest has been paid or duly provided for, from the Interest Accrual Date,
until the principal in respect of this Note has been paid or duly made
available for payment (except as provided below).  The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will,
subject to certain exceptions described herein, be paid in the Denominated
Currency to the person in whose name this Note (or one or more predecessor
Notes) is registered at the close of business on the date 15 calendar days
prior to such Interest Payment Date (whether or not a Business Day, as defined
on the reverse hereof) (each such date a "Record Date"); provided that
interest payable on the Maturity Date will be payable to the person to whom
the principal hereof shall be payable.  Payments of interest hereon will be
made by wire transfer of immediately available funds (which, if the
Denominated Currency is not U.S. dollars, will be made to an account
maintained by the holder hereof with a bank located outside the United States)
if appropriate wire transfer instructions have been received by the Paying
Agent, as defined on the reverse hereof, in writing not less than 15 calendar
days prior to the applicable Interest Payment Date.  If such wire transfer
instructions are not so received, such interest payments, other than the
interest payment due on the Maturity Date, will be made by check payable in the
Denominated Currency, mailed to the address of the person entitled thereto as
such address shall appear in the Note register.

          Subject to certain exceptions described herein, payment of the
principal in respect of this Note will be made in immediately available funds
in the Payment Currency and payment of the interest due hereon on the Maturity
Date will be made in immediately available funds in the Denominated Currency,
in each case upon surrender of this Note at the office or agency of the Paying
Agent maintained for that purpose in the Borough of Manhattan, The City of New
York, if this Note is presented to the Paying Agent in time for it to make
such payments in accordance with its normal procedures.

          The Payment Currency equivalent of any First Indexed Currency amount
on any date shall be determined by the Exchange Rate Agent based on the
arithmetic mean of the quotations obtained by such agent from the Reference
Dealers for the First Indexed Currency at 11:00 a.m. (New York City time) on
the second Exchange Rate Day (as defined on the reverse hereof) preceding such
date for the purchase by such Reference Dealers of the First Conversion
Reference Amount of the First Indexed Currency with the Payment Currency for
settlement on such date; provided that if there is no cross-exchange rate
available in New York City between the First Indexed Currency and the Payment
Currency, the quotations shall be calculated by the Exchange Rate Agent at the
time referred to above using the U.S. dollar equivalent of the First Indexed
Currency and the Payment Currency as the basis for comparing the values of
such currencies; provided further that if the Payment Currency and the First
Indexed Currency are identical, then the Payment Currency equivalent of any
First Indexed Currency amount shall be such amount.

          The Payment Currency equivalent of any Second Indexed Currency
amount on any date shall be determined by the Exchange Rate Agent based on the
arithmetic mean of the quotations obtained by such agent from the Reference
Dealers for the Second Indexed Currency at 11:00 a.m. (New York City time) on
the second Exchange Rate Day (as defined on the reverse hereof) preceding such
date for the [purchase/sale] by such Reference Dealers of the Second
Conversion Reference Amount of the Second Indexed Currency [with/for] the
Payment Currency for settlement on such date; provided that if there is no
cross-exchange rate available in New York City between the Second Indexed
Currency and the Payment Currency, the quotations shall be calculated by the
Exchange Rate Agent at the time referred to above using the U.S. dollar
equivalent of the Second Indexed Currency and the Payment Currency as the
basis for comparing the values of such currencies; provided further that if
the Payment Currency and the Second Indexed Currency are identical, then the
Payment Currency equivalent of any Second Indexed Currency amount shall be
such amount.

          The Payment Currency equivalent of any Third Indexed Currency amount
on any date shall be determined by the Exchange Rate Agent based on the
arithmetic mean of the quotations obtained by such agent from the Reference
Dealers for the Third Indexed Currency at 11:00 a.m. (New York City time) on
the second Exchange Rate Day (as defined on the reverse hereof) preceding such
date for the [purchase/sale] by such Reference Dealers of the Third Conversion
Reference Amount of the Third Indexed Currency [with/for] the Payment Currency
for settlement on such date; provided that if there is no cross-exchange rate
available in New York City between the Third Indexed Currency and the Payment
Currency, the quotations shall be calculated by the Exchange Rate Agent at the
time referred to above using the U.S. dollar equivalent of the Third Indexed
Currency and the Payment Currency as the basis for comparing the values of
such currencies; provided further that if the Payment Currency and the Third
Indexed Currency are identical, then the Payment Currency equivalent of any
Third Indexed Currency amount shall be such amount.

          Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

          Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Note
shall not be entitled to any benefit under the Senior Indenture, as defined on
the reverse hereof, or be valid or obligatory for any purpose.




          IN WITNESS WHEREOF, the Issuer has caused this Note to be duly
executed under its corporate seal.




DATED:                        MORGAN STANLEY GROUP INC.


[SEAL]                        By_______________________
                                 Title:


TRUSTEE'S CERTIFICATE
OF AUTHENTICATION

This is one of the Notes referred
to in the within-mentioned
Senior Indenture.

CHEMICAL BANK,
  as Trustee


By _______________________
     Authorized Officer


                         [FORM OF REVERSE OF SECURITY]


          This Note is one of a duly authorized issue of Senior Global
Medium-Term Notes, Series C, having maturities more than nine months from the
date of issue (the "Notes") of the Issuer.  The Notes are issuable under a
Senior Indenture, dated as of April 15, 1989, as supplemented by a First
Supplemental Indenture dated as of May 15, 1991 (as so supplemented, the
"Senior Indenture"), between the Issuer and Chemical Bank, as Trustee (the
"Trustee," which term includes any successor trustee under the Senior
Indenture), to which Senior Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities of the Issuer, the Trustee and holders of the
Notes and the terms upon which the Notes are, and are to be, authenticated and
delivered.   The Issuer has appointed Chemical Bank at its corporate trust
office in The City of New York as the paying agent (the "Paying Agent," which
term includes any additional or successor Paying Agent appointed by the
Issuer) with respect to the Notes.  The terms of individual Notes may vary
with respect to interest rates, interest rate formulas, issue dates, maturity
dates, or otherwise, all as provided in the Senior Indenture.  To the extent
not inconsistent herewith, the terms of the Senior Indenture are hereby
incorporated by reference herein.

          This Note will not be subject to any sinking fund and will not be
redeemable or subject to repayment at the option of the holder prior to
maturity.

          Interest payments on this Note will include interest accrued to but
excluding the Interest Payment Dates or the Maturity Date, as the case may be.
Interest payments for this Note will be computed and paid on the basis of a
360-day year of twelve 30-day months.

          In the case where the Interest Payment Date or the Maturity Date
does not fall on a Business Day, payment of interest or principal otherwise
payable on such date need not be made on such date, but may be made on the
next succeeding Business Day with the same force and effect as if made on the
Interest Payment Date or on the Maturity Date, and no interest shall accrue
for the period from and after the Interest Payment Date or the Maturity Date
to such next succeeding Business Day.


          This Note and all the obligations of the Issuer hereunder are
direct, unsecured obligations of the Issuer and rank without preference or
priority among themselves and pari passu with all other existing and future
unsecured and unsubordinated indebtedness of the Issuer, subject to certain
statutory exceptions in the event of liquidation upon insolvency.

          This Note, and any Note or Notes issued upon transfer or exchange
hereof, is issuable only in fully registered form, without coupons, and, if
the Denominated Currency is U.S. dollars, is issuable only in denominations of
U.S. $100,000 and any integral multiple of U.S. $1,000 in excess thereof,
unless a higher minimum denomination is specified on the face hereof.   If the
Denominated Currency is not U.S. dollars, then, unless a higher minimum
denomination is specified on the face hereof, it is issuable only in
denominations of the equivalent of U.S. $100,000 (rounded to an integral
multiple of 1,000 units of the Denominated Currency), or any amount in excess
thereof which is an integral multiple of 1,000 units of the Denominated
Currency, as determined by reference to the noon dollar buying rate in New
York City for cable transfers of the Denominated Currency published by the
Federal Reserve Bank of New York (the "Market Exchange Rate") on the Business
Day immediately preceding the date of issuance; provided, however, in the case
of ECUs, the Market Exchange Rate shall be the rate of exchange determined by
the Commission of the European Communities (or any successor thereto) as
published in the Official Journal of the European Communities, or any
successor publication, on the Business Day immediately preceding the date of
issuance.

          The Trustee has been appointed registrar for the Notes, and the
Trustee will maintain at its office in The City of New York a register for the
registration and transfer of Notes.  This Note may be transferred at the
aforesaid office of the Trustee by surrendering this Note for cancellation,
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and duly executed by the registered holder hereof in person or by the
holder's attorney duly authorized in writing, and thereupon the Trustee shall
issue in the name of the transferee or transferees, in exchange herefor, a new
Note or Notes having identical terms and provisions and having an aggregate
Fixed Amount of First Indexed Currency, Fixed Amount of Second Indexed
Currency, Fixed Amount of Third Indexed Currency and Face Amount, in
authorized denominations, equal to the respective amounts set forth on the
face of this Note, subject to the terms and conditions set forth herein.
Notes are exchangeable at said office for other Notes of other authorized
denominations having an aggregate Fixed Amount of First Indexed Currency,
Fixed Amount of Second Indexed Currency, Fixed Amount of Third Indexed
Currency and Face Amount equal to the respective amounts set forth on the face
of this Note and having otherwise identical terms and provisions.  All such
exchanges and transfers of Notes will be free of charge, but the Issuer may
require payment of a sum sufficient to cover any tax or other governmental
charge in connection therewith.  All Notes surrendered for exchange shall be
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and executed by the registered holder in person or by the holder's
attorney duly authorized in writing.  The date of registration of any Note
delivered upon any exchange or transfer of Notes shall be such that no gain or
loss of interest results from such exchange or transfer.

          In case any Note shall at any time become mutilated, defaced or be
destroyed, lost or stolen and such Note or evidence of the loss, theft or
destruction thereof (together with the indemnity hereinafter referred to and
such other documents or proof as may be required in the premises) shall be
delivered to the Trustee, a new Note of like tenor will be issued by the
Issuer in exchange for the Note so mutilated or defaced, or in lieu of the
Note so destroyed or lost or stolen, but, in the case of any destroyed or lost
or stolen Note, only upon receipt of evidence satisfactory to the Trustee and
the Issuer that such Note was destroyed or lost or stolen and, if required,
upon receipt also of indemnity satisfactory to each of them.  All expenses and
reasonable charges associated with procuring such indemnity and with the
preparation, authentication and delivery of a new Note shall be borne by the
owner of the Note mutilated, defaced, destroyed, lost or stolen.

     The Senior Indenture provides that, (a) if an Event of Default (as
defined in the Senior Indenture) due to the default in payment of principal
of, premium, if any, or interest on, any series of debt securities issued
under the Senior Indenture, including the series of Senior Medium-Term Notes
of which this Note forms a part, or due to the default in the performance or
breach of any other covenant or warranty of the Issuer applicable to the debt
securities of such series but not applicable to all outstanding debt
securities issued under the Senior Indenture shall have occurred and be
continuing, either the Trustee or the holders of not less than 25% in
principal amount of the debt securities of each affected series (voting as a
single class) may then declare the principal of all debt securities of all
such series and interest accrued thereon to be due and payable immediately and
(b) if an Event of Default due to a default in the performance of any other of
the covenants or agreements in the Senior Indenture applicable to all
outstanding debt securities issued thereunder, including this Note, or due to
certain events of bankruptcy, insolvency and reorganization of the Issuer,
shall have occurred and be continuing, either the Trustee or the holders of
not less than 25% in principal amount of all debt securities issued under the
Senior Indenture then outstanding (treated as one class) may declare the
principal of all such debt securities and interest accrued thereon to be due
and payable immediately, but upon certain conditions such declarations may be
annulled and past defaults may be waived (except a continuing default in
payment of principal (or premium, if any) or interest on such debt securities)
by the holders of a majority in principal amount of the debt securities of all
affected series then outstanding.

          If the principal of this Note is declared to be due and payable
prior to the Maturity Date, then (i) the amount payable with respect to this
Note shall be paid in the Denominated Currency and shall equal the Face Amount
hereof plus accrued interest to but excluding the date of payment, (ii) for
the purpose of any vote of securityholders taken pursuant to the Senior
Indenture prior to the acceleration of payment of this Note, the principal
amount hereof shall equal the amount that would be due and payable hereon,
calculated as set forth in clause (i) above, if this Note were declared to be
due and payable on the date of any such vote (converted, if necessary, into
U.S. dollars using the most recent Market Exchange Rate available on such
date) and (iii) for the purpose of any vote of securityholders taken pursuant
to the Senior Indenture following the acceleration of payment of this Note,
the principal amount hereof shall equal the amount of principal due and
payable with respect to this Note, calculated as set forth in clause (i) above
(converted, if necessary, into U.S. dollars using the most recent Market
Exchange Rate available on the date of such vote).

          The Senior Indenture permits the Issuer and the Trustee, with the
consent of the holders of not less than a majority in aggregate principal
amount of the debt securities of all series issued under the Senior Indenture
then outstanding and affected (voting as one class), to execute supplemental
indentures adding any provisions to or changing in any manner the rights of
the holders of each series so affected; provided that the Issuer and the
Trustee may not, without the consent of the holder of each outstanding debt
security affected thereby, (a) extend the final maturity of any such debt
security, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon, or reduce any amount payable on
redemption or repayment thereof, or change the currency of payment thereof, or
impair or affect the rights of any holder to institute suit for the payment
thereof without the consent of the holder of each debt security so affected;
or (b) reduce the aforesaid percentage in principal amount of debt securities
the consent of the holders of which is required for any such supplemental
indenture, without the consent of the holders of each debt security so
affected.

          Except as set forth below, if the principal of, or interest on, this
Note is payable in a Payment Currency or a Denominated Currency, as the case
may be, other than U.S. dollars and such currency is not available to the
Issuer for making payments hereon due to the imposition of exchange controls
or other circumstances beyond the control of the Issuer or is no longer used
by the government of the country issuing such currency or for the settlement
of transactions by public institutions within the international banking
community, then the Issuer will be entitled to satisfy its obligations to the
holder of this Note by making such payments in U.S. dollars on the basis of
the Market Exchange Rate on the date of such payment or, if the Market
Exchange Rate is not available on such date, as of the most recent practicable
date.  Any payment made under such circumstances in U.S. dollars where the
required payment is in a currency other than U.S. dollars will not constitute
an Event of Default.

               If payment in respect of this Note is required to be made in
ECUs and ECUs are unavailable due to the imposition of exchange controls or
other circumstances beyond the Issuer's control or are no longer used as
either the unit of account of the European Community or as the currency of the
European Union, then all payments in respect of this Note shall be made in
U.S. dollars until ECUs are again available or so used.  The amount of each
payment in U.S. dollars shall be computed on the basis of the equivalent of
the ECU in U.S. dollars, determined as described below, as of the second
Business Day prior to the date on which such payment is due.

               The equivalent of the ECU in U.S. dollars as of any date shall
be determined by the Issuer or its agent on the following basis.  The
component currencies of the ECU for this purpose (the "Components") shall be
the currency amounts that were components of the ECU as of the last date on
which the ECU was used as the unit of account of the European Community.  The
equivalent of the ECU in U.S. dollars shall be calculated by aggregating the
U.S. dollar equivalents of the Components.  The U.S. dollar equivalent of each
of the Components shall be determined by the Issuer or such agent on the basis
of the most recently available Market Exchange Rates for such Components.

               All determinations referred to above made by the Issuer or its
agent shall be at its sole discretion and shall, in the absence of manifest
error, be conclusive to the extent permitted by law for all purposes and
binding on the holder of this Note.

          So long as this Note shall be outstanding, the Issuer will cause to
be maintained an office or agency for the payment of the principal of and
interest on this Note as herein provided in the Borough of Manhattan, The City
of New York, and an office or agency in said Borough of Manhattan for the
registration, transfer and exchange as aforesaid of the Notes.  The Issuer may
designate other agencies for the payment of said principal and interest at
such place or places (subject to applicable laws and regulations) as the
Issuer may decide.  So long as there shall be such an agency, the Issuer shall
keep the Trustee advised of the names and locations of such agencies, if any
are so designated.

          With respect to moneys paid by the Issuer and held by the Trustee or
any Paying Agent for payment of the principal of or interest on any Notes that
remain unclaimed at the end of two years after such principal or interest shall
have become due and payable (whether at maturity or otherwise), (i) the
Trustee or such Paying Agent shall notify the holders of such Notes that such
moneys shall be repaid to the Issuer and any person claiming such moneys shall
thereafter look only to the Issuer for payment thereof and (ii) such moneys
shall be so repaid to the Issuer.  Upon such repayment all liability of the
Trustee or such Paying Agent with respect to such moneys shall thereupon
cease, without, however, limiting in any way any obligation that the Issuer
may have to pay the principal of or interest on this Note as the same shall
become due.

          No provision of this Note or of the Senior Indenture shall alter or
impair the obligation of the Issuer, which is absolute and unconditional, to
pay the principal of and interest on this Note at the time, place, and rate,
and in the coin or currency, herein prescribed unless otherwise agreed between
the Issuer and the registered holder of this Note.

          Prior to due presentment of this Note for registration of transfer,
the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat
the holder in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and none of the Issuer, the
Trustee or any such agent shall be affected by notice to the contrary.

     No recourse shall be had for the payment of the principal of or the
interest on this Note, for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Senior Indenture or any indenture
supplemental thereto, against any incorporator, shareholder, officer or
director, as such, past, present or future, of the Issuer or of any successor
corporation, either directly or through the Issuer or any successor
corporation, whether by virtue of any constitution, statute or rule of law or
by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.

          This Note shall for all purposes be governed by, and construed in
accordance with, the laws of the State of New York.

          As used herein:

          (a)  the term "Business Day" means any day, other than a Saturday or
Sunday or a day on which banking institutions in New York City are authorized
or required by law or executive order to close; provided that when a payment
is due on such day in a currency other than U.S. dollars (a "Foreign
Currency") such day must also be a business day in each city designated as a
Financial Center for the Foreign Currency and, if such Foreign Currency is
ECU, such day must not be a non-ECU clearing day, as determined by the ECU
Banking Association in Paris;

          (b)  the term "Exchange Rate Day" means any day other than a
Saturday or Sunday or a day on which banking institutions in New York City are
authorized or required by law or executive order to close and which is a
business day in each of the cities designated as a Financial Center for  the
currencies being converted; provided that if any such currency is ECU, such
day must not be a non-ECU clearing day, as determined by the ECU Banking
Association in Paris; and


          (c)  all other terms used in this Note which are defined in the
Senior Indenture and not otherwise defined herein shall have the meanings
assigned to them in the Senior Indenture.



                                 ABBREVIATIONS


     The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:


     TEN COM-as tenants in common
     TEN ENT-as tenants by the entireties
     JT TEN-as joint tenants with right of survivorship
       and not as tenants in common


     UNIF GIFT MIN ACT-...........Custodian..............
                         (Cust)               (Minor)

     Under Uniform Gifts to Minors Act...................
                                           (State)


     Additional abbreviations may also be used though not in the above list.


                              ______________


          FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

[PLEASE INSERT SOCIAL SECURITY OR OTHER
    IDENTIFYING NUMBER OF ASSIGNEE]


_______________________________________!
                                       !
                                       !
______________________________________________________________________________

______________________________________________________________________________
[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE,
OF ASSIGNEE]

______________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably

______________________________________________________________________________
constituting and appointing such person attorney to transfer

______________________________________________________________________________
such note on the books of the Issuer, with full power of

______________________________________________________________________________
substitution in the premises.


Dated:_____________________



  NOTICE:      The signature to this assignment must correspond with the name
               as written upon the face of the within Note in every particular
               without alteration or enlargement or any change whatsoever.

EX-4.F

                                                                EXHIBIT 4-f


                          [FORM OF FACE OF SECURITY]


                       Fixed Rate Amortizing Senior Note


REGISTERED                              REGISTERED
No. AMZ ___                             [PRINCIPAL AMOUNT]
                                        CUSIP: (*)



               Unless this certificate is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York, New
York) to the issuer or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of Cede & Co. or
such other name as requested by an authorized representative of The Depository
Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since
the registered owner hereof, Cede & Co., has an interest herein.*

____________
      *Applies only if this Note is a Registered Global Security.

         IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "ORIGINAL YIELD TO
         MATURITY" AND "INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE
         APPROXIMATE METHOD) SET FORTH BELOW HAVE BEEN COMPLETED SOLELY FOR
         THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL ISSUE
         DISCOUNT ("OID") RULES.



                           MORGAN STANLEY GROUP INC.
                   SENIOR GLOBAL MEDIUM-TERM NOTE, SERIES C
                            (Fixed Rate Amortizing)


ORIGINAL      INITIAL REDEMPTION       INTEREST RATE:        MATURITY
ISSUE DATE:   DATE:                                           DATE:
                                       SPECIFIED
INTEREST      INITIAL REDEMPTION       CURRENCY:             OPTIONAL
ACCRUAL DATE: PERCENTAGE:                                    REPAYMENT
                                                             DATE(S):
TOTAL AMOUNT  ANNUAL REDEMPTION        INSTALLMENT
OF OID:       PERCENTAGE               PAYMENT DATES:        NO. OF
              REDUCTION:                                     INSTALLMENTS:

ORIGINAL YIELD
TO MATURITY:                                                 OTHER PROVISIONS:

INITIAL ACCRUAL
PERIOD OID:

               Morgan Stanley Group Inc., a Delaware corporation (together
with its successors and assigns, the "Issuer"), for value received, hereby
promises to pay to


     , or registered assignees, the principal sum of
                       , together with interest on any outstanding portion of
such principal sum at the Interest Rate per annum specified above, from and
including the Interest Accrual Date specified above until payment of such
principal sum has been made or duly provided for, in the number of
installments (except to the extent this Note has been previously redeemed or
repaid at the option of the holder) set forth above (each, an "Installment")
of an amount for each $1,000.00, or if this Note is denominated in a Specified
Currency other than U.S. dollars, for each 1,000 units of such Specified
Currency, principal amount as set forth on Schedule I hereto, on each
Installment Payment Date specified above, commencing with the Installment
Payment Date immediately following the Original Issue Date shown above, and at
maturity (or on any redemption or optional repayment date); provided, however,
that, notwithstanding the provisions of Schedule I, if the Interest Accrual
Date occurs between a Record Date, as defined below, and the next succeeding
Installment Payment Date, payments of principal and interest will commence on
the second Installment Payment Date succeeding the Interest Accrual Date and
interest accrued from the Interest Accrual Date to such second Installment
Payment Date plus any principal scheduled to be paid on a prior Installment
Payment Date will be paid to the registered holder of this Note on the Record
Date with respect to such second Installment Payment Date.  Each Installment
shall constitute both a payment of interest and a partial repayment of
principal, allocated as set forth in Schedule I hereto.  Installments will be
applied first to interest due and payable hereon and then to the reduction of
the unpaid principal amount hereof.

               Interest on this Note will accrue from the most recent
Installment Payment Date to which interest has been paid or duly provided for,
or, if no interest has been paid or duly provided for, from the Interest
Accrual Date, until the principal hereof has been paid or duly made available
for payment (except as provided below).  The interest so payable, and
punctually paid or duly provided for, on any Installment Payment Date
(together with the principal payable on such Installment Payment Date) will,
subject to certain exceptions described herein, be paid to the person in whose
name this Note (or one or more predecessor Notes) is registered at the close
of business on the date 15 calendar days prior to such Installment Payment Date
(whether or not a Business Day) (each such date a "Record Date"), except if
and to the extent the Issuer shall default in the payment of the Installment
due on such Installment Payment Date, in which case such defaulted Installment
shall be paid to the person in whose name this Note is registered at the close
of business on a subsequent Record Date (which shall be not less than five
Business Days prior to the date of payment of such defaulted Installment)
established by notice given by mail by or on behalf of the Issuer to the
holders of Notes not less than 15 days preceding such subsequent Record Date;
provided, however, that interest payable at maturity (or on any redemption or
optional repayment date) will be payable to the person to whom the principal
hereof shall be payable.

               "Business Day" means any day, other than a Saturday or Sunday,
that is neither a legal holiday nor a day on which banking institutions are
authorized or required by law or regulation to close in The City of New York
and (i) if this Note is denominated in a Specified Currency other than U.S.
dollars, Australian dollars or European Currency Units ("ECUs"), in the
principal financial center of the country of the Specified Currency, (ii) if
this Note is denominated in Australian dollars, in Sydney and (iii) if this
Note is denominated in ECUs, that is not a non-ECU clearing day, as determined
by the ECU Banking Association in Paris.

               Payment of the principal of and premium, if any, and interest
on this Note due on the Maturity Date (or on any date of redemption or
optional repayment hereof) will be made in immediately available funds to the
registered holder hereof on such date upon surrender of this Note at the
office or agency of the Paying Agent, as defined on the reverse hereof,
maintained for that purpose in the Borough of Manhattan, The City of New York,
or at such other paying agency as the Issuer may determine.  Payment of the
principal of and premium, if any, and interest on this Note will be made in
the Specified Currency indicated above; provided, however, that U.S. dollar
payments of principal and interest, other than principal and interest due at
maturity or on any date of redemption or optional repayment, will be made by
U.S. dollar check mailed to the address of the person entitled thereto as such
address shall appear in the Note register.  A holder of U.S. $10,000,000 or
more in aggregate principal amount of Notes having the same Installment
Payment Date will be entitled to receive payments of principal and interest,
other than principal and interest due at maturity or on any date of redemption
or optional repayment, by wire transfer of immediately available funds if
appropriate wire transfer instructions have been received by the Paying Agent
in writing not less than 15 calendar days prior to the applicable Installment
Payment Date.  If this Note is denominated in a Specified Currency other than
U.S. dollars, payments of principal and interest hereon will be made by wire
transfer of immediately available funds to an account maintained by the holder
hereof with a bank located outside the United States if appropriate wire
transfer instructions have been received by the Paying Agent in writing not
less than 15 calendar days prior to the applicable Installment Payment Date.
If such wire transfer instructions are not so received, such principal and
interest payments will be made by check payable in such Specified Currency
mailed to the address of the person entitled thereto as such address shall
appear in the Note register.

               Reference is hereby made to the further provisions of this Note
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

               Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature,
this Note shall not be entitled to any benefit under the Senior Indenture, as
defined on the reverse hereof, or be valid or obligatory for any purpose.


               IN WITNESS WHEREOF, the Issuer has caused this Note to be duly
executed under its corporate seal.

DATED:                           MORGAN STANLEY GROUP INC.



                                 By _____________________________
                                     Title:

TRUSTEE'S CERTIFICATE
OF AUTHENTICATION


This is one of the Notes referred
to in the within-mentioned
Senior Indenture.

CHEMICAL BANK,
  as Trustee



By _____________________________
        Authorized Officer




                         [FORM OF REVERSE OF SECURITY]


               This Note is one of a duly authorized issue of Senior Global
Medium-Term Notes, Series C, having maturities more than nine months from the
date of issue (the "Notes") of the Issuer.  The Notes are issuable under a
Senior Indenture, dated as of April 15, 1989, as supplemented by a First
Supplemental Indenture dated as of May 15, 1991 (as so supplemented, the
"Senior Indenture"), between the Issuer and Chemical Bank, as Trustee (the
"Trustee," which term includes any successor trustee under the Senior
Indenture), to which Senior Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities of the Issuer, the Trustee and holders of the
Notes and the terms upon which the Notes are, and are to be, authenticated and
delivered.  The Issuer has appointed Chemical Bank at its corporate trust
office in The City of New York as the paying agent (the "Paying Agent," which
term includes any additional or successor Paying Agent appointed by the
Issuer) with respect to the Notes.  The terms of individual Notes may vary
with respect to interest rates, interest rate formulas, issue dates, maturity
dates, or otherwise, all as provided in the Senior Indenture.  To the extent
not inconsistent herewith, the terms of the Senior Indenture are hereby
incorporated by reference herein.

               This Note will not be subject to any sinking fund and, unless
otherwise provided on the face hereof in accordance with the provisions of the
following two paragraphs, will not be redeemable or subject to repayment at
the option of the holder prior to maturity.

               If so indicated on the face of this Note, this Note may be
redeemed in whole or in part at the option of the Issuer on or after the
Initial Redemption Date specified on the face hereof on the terms set forth on
the face hereof, together with interest accrued and unpaid hereon to the date
of redemption (except as provided below).  If this Note is subject to "Annual
Redemption Percentage Reduction," the Initial Redemption Percentage indicated
on the face hereof will be reduced on each anniversary of the Initial
Redemption Date by the Annual Redemption Percentage Reduction specified on the
face hereof until the redemption price of this Note is 100% of the principal
amount hereof, together with interest accrued and unpaid hereon to the date
of redemption (except as provided below).  Notice of redemption shall be
mailed to the registered holders of the Notes designated for redemption at
their addresses as the same shall appear on the Note register not less than 30
nor more than 60 days prior to the date fixed for redemption, subject to all
the conditions and provisions of the Senior Indenture.  In the event of
redemption of this Note in part only, a new Note or Notes for the amount of
the unredeemed portion hereof shall be issued in the name of the holder hereof
upon the cancellation hereof.

               If so indicated on the face of this Note, this Note will be
subject to repayment at the option of the holder on the Optional Repayment
Date or Dates specified on the face hereof on the terms set forth herein.  On
any Optional Repayment Date, this Note will be repayable in whole or in part
in increments of $1,000 or, if this Note is denominated in a Specified
Currency other than U.S. dollars, in increments of 1,000 units of such
Specified Currency (provided that any remaining principal amount hereof shall
not be less than the minimum authorized denomination hereof) at the option of
the holder hereof at a price equal to 100% of the principal amount to be
repaid, together with interest accrued and unpaid hereon to the date of
repayment (except as provided below).  For this Note to be repaid at the
option of the holder hereof, the Paying Agent must receive at its corporate
trust office in the Borough of Manhattan, The City of New York, at least 15
but not more than 30 days prior to the date of repayment, (i) this Note with
the form entitled "Option to Elect Repayment" below duly completed or (ii) a
telegram, telex, facsimile transmission or a letter from a member of a
national securities exchange or the National Association of Securities
Dealers, Inc. or a commercial bank or a trust company in the United States
setting forth the name of the holder of this Note, the principal amount
hereof, the certificate number of this Note or a description of this Note's
tenor and terms, the principal amount hereof to be repaid, a statement that the
option to elect repayment is being exercised thereby and a guarantee that this
Note, together with the form entitled "Option to Elect Repayment" duly
completed, will be received by the Paying Agent not later than the fifth
Business Day after the date of such telegram, telex, facsimile transmission or
letter; provided, that such telegram, telex, facsimile transmission or letter
shall only be effective if this Note and form duly completed are received by
the Paying Agent by such fifth Business Day.  Exercise of such repayment
option by the holder hereof shall be irrevocable.  In the event of repayment
of this Note in part only, a new Note or Notes for the amount of the unpaid
portion hereof shall be issued in the name of the holder hereof upon the
cancellation hereof.

               Interest payments on this Note will include interest accrued to
but excluding the Installment Payment Dates or the Maturity Date (or any
earlier redemption or optional repayment date), as the case may be.  Interest
payments for this Note will be computed and paid on the basis of a 360-day
year of twelve 30-day months.

               In the case where the Installment Payment Date or the Maturity
Date (or any redemption or optional repayment date) does not fall on a
Business Day, payment of principal and interest, and premium, if any,
otherwise payable on such date need not be made on such date, but may be made
on the next succeeding Business Day with the same force and effect as if made
on the Installment Payment Date or on the Maturity Date (or any redemption or
optional repayment date), and no interest on such payment shall accrue for the
period from and after the Installment Payment Date or the Maturity Date (or
any redemption or optional repayment date) to such next succeeding Business
Day.

               This Note and all the obligations of the Issuer hereunder are
direct, unsecured obligations of the Issuer and rank without preference or
priority among themselves and pari passu with all other existing and future
unsecured and unsubordinated indebtedness of the Issuer, subject to certain
statutory exceptions in the event of liquidation upon insolvency.

               This Note, and any Note or Notes issued upon transfer or
exchange hereof, is issuable only in fully registered form, without coupons,
and, if denominated in U.S. dollars, is issuable only in denominations of U.S.
$1,000 and any integral multiple of U.S. $1,000 in excess thereof.  If this
Note is denominated in a Specified Currency other than U.S. dollars, then,
unless a higher minimum denomination is required by applicable law, it is
issuable only in denominations of the equivalent of U.S. $1,000 (rounded to an
integral multiple of 1,000 units of such Specified Currency), or any amount in
excess thereof which is an integral multiple of 1,000 units of such Specified
Currency, as determined by reference to the noon dollar buying rate in New
York City for cable transfers of such Specified Currency published by the
Federal Reserve Bank of New York (the "Market Exchange Rate") on the Business
Day immediately preceding the date of issuance; provided, however, in the case
of ECUs, the Market Exchange Rate shall be the rate of exchange determined by
the Commission of the European Communities (or any successor thereto) as
published in the Official Journal of the European Communities, or any
successor publication, on the Business Day immediately preceding the date of
issuance.

               The Trustee has been appointed registrar for the Notes, and the
Trustee will maintain at its office in The City of New York a register for the
registration and transfer of Notes.  This Note may be transferred at the
aforesaid office of the Trustee by surrendering this Note for cancellation,
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and duly executed by the registered holder hereof in person or by the
holder's attorney duly authorized in writing, and thereupon the Trustee shall
issue in the name of the transferee or transferees, in exchange herefor, a new
Note or Notes having identical terms and provisions and having a like aggregate
principal amount in authorized denominations, subject to the terms and
conditions set forth herein; provided, however, that the Trustee will not be
required (i) to register the transfer of or exchange any Note that has been
called for redemption in whole or in part, except the unredeemed portion of
Notes being redeemed in part, (ii) to register the transfer of or exchange any
Note if the holder thereof has exercised his right, if any, to require the
Issuer to repurchase such Note in whole or in part, except the portion of such
Note not required to be repurchased, or (iii) to register the transfer of or
exchange Notes to the extent and during the period so provided in the Senior
Indenture with respect to the redemption of Notes.  Notes are exchangeable at
said office for other Notes of other authorized denominations of equal
aggregate principal amount having identical terms and provisions.  All such
exchanges and transfers of Notes will be free of charge, but the Issuer may
require payment of a sum sufficient to cover any tax or other governmental
charge in connection therewith.  All Notes surrendered for exchange shall be
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and executed by the registered holder in person or by the holder's
attorney duly authorized in writing.  The date of registration of any Note
delivered upon any exchange or transfer of Notes shall be such that no gain or
loss of interest results from such exchange or transfer.

               In case any Note shall at any time become mutilated, defaced or
be destroyed, lost or stolen and such Note or evidence of the loss, theft or
destruction thereof (together with the indemnity hereinafter referred to and
such other documents or proof as may be required in the premises) shall be
delivered to the Trustee, a new Note of like tenor will be issued by the
Issuer in exchange for the Note so mutilated or defaced, or in lieu of the
Note so destroyed or lost or stolen, but, in the case of any destroyed or lost
or stolen Note, only upon receipt of evidence satisfactory to the Trustee and
the Issuer that such Note was destroyed or lost or stolen and, if required,
upon receipt also of indemnity satisfactory to each of them.  All expenses and
reasonable charges associated with procuring such indemnity and with the
preparation, authentication and delivery of a new Note shall be borne by the
owner of the Note mutilated, defaced, destroyed, lost or stolen.

               The Senior Indenture provides that, (a) if an Event of Default
(as defined in the Senior Indenture) due to the default in payment of
principal of, premium, if any, or interest on, any series of debt securities
issued under the Senior Indenture, including the series of Senior Medium-Term
Notes of which this Note forms a part, or due to the default in the
performance or breach of any other covenant or warranty of the Issuer
applicable to the debt securities of such series but not applicable to all
outstanding debt securities issued under the Senior Indenture shall have
occurred and be continuing, either the Trustee or the holders of not less than
25% in principal amount of the debt securities of each affected series (voting
as a single class) may then declare the principal of all debt securities of
all such series and interest accrued thereon to be due and payable immediately
and (b) if an Event of Default due to a default in the performance of any
other of the covenants or agreements in the Senior Indenture applicable to all
outstanding debt securities issued thereunder, including this Note, or due to
certain events of bankruptcy, insolvency and reorganization of the Issuer,
shall have occurred and be continuing, either the Trustee or the holders of
not less than 25% in principal amount of all debt securities issued under the
Senior Indenture then outstanding (treated as one class) may declare the
principal of all such debt securities and interest accrued thereon to be due
and payable immediately, but upon certain conditions such declarations may be
annulled and past defaults may be waived (except a continuing default in
payment of principal (or premium, if any) or interest on such debt securities)
by the holders of a majority in principal amount of the debt securities of all
affected series then outstanding.

               The Senior Indenture permits the Issuer and the Trustee, with
the consent of the holders of not less than a majority in aggregate principal
amount of the debt securities of all series issued under the Senior Indenture
then outstanding and affected (voting as one class), to execute supplemental
indentures adding any provisions to or changing in any manner the rights of
the holders of each series so affected; provided that the Issuer and the
Trustee may not, without the consent of the holder of each outstanding debt
security affected thereby, (a) extend the final maturity of any such debt
security, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon, or reduce any amount payable on
redemption or optional repayment thereof, or change the currency of payment
thereof, or impair or affect the rights of any holder to institute suit for
the payment thereof without the consent of the holder of each debt security so
affected; or (b) reduce the aforesaid percentage in principal amount of debt
securities the consent of the holders of which is required for any such
supplemental indenture, without the consent of the holders of each debt
security so affected.

               Except as set forth below, if the principal of, premium, if
any, or interest on, this Note is payable in a Specified Currency other than
U.S. dollars and such Specified Currency is not available to the Issuer for
making payments hereon due to the imposition of exchange controls or other
circumstances beyond the control of the Issuer or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions within the international banking
community, then the Issuer will be entitled to satisfy its obligations to the
holder of this Note by making such payments in U.S. dollars on the basis of
the Market Exchange Rate on the date of such payment or, if the Market Exchange
Rate is not available on such date, as of the most recent practicable date.
Any payment made under such circumstances in U.S. dollars where the required
payment is in a Specified Currency other than U.S. dollars will not constitute
an Event of Default.

               If payment in respect of this Note is required to be made in
ECUs and ECUs are unavailable due to the imposition of exchange controls or
other circumstances beyond the Issuer's control or are no longer used as either
the unit of account of the European Community or as the currency of the
European Union, then all payments in respect of this Note shall be made in
U.S. dollars until ECUs are again available or so used.  The amount of each
payment in U.S. dollars shall be computed on the basis of the equivalent of
the ECU in U.S. dollars, determined as described below, as of the second
Business Day prior to the date on which such payment is due.

               The equivalent of the ECU in U.S. dollars as of any date shall
be determined by the Issuer or its agent on the following basis.  The
component currencies of the ECU for this purpose (the "Components") shall be
the currency amounts that were components of the ECU as of the last date on
which the ECU was used as the unit of account of the European Community.  The
equivalent of the ECU in U.S. dollars shall be calculated by aggregating the
U.S. dollar equivalents of the Components.  The U.S. dollar equivalent of each
of the Components shall be determined by the Issuer or such agent on the basis
of the most recently available Market Exchange Rates for such Components.

               All determinations referred to above made by the Issuer or its
agent shall be at its sole discretion and shall, in the absence of manifest
error, be conclusive to the extent permitted by law for all purposes and
binding on the holder of this Note.

               So long as this Note shall be outstanding, the Issuer will
cause to be maintained an office or agency for the payment of the principal of
and premium, if any, and interest on this Note as herein provided in the
Borough of Manhattan, The City of New York, and an office or agency in said
Borough of Manhattan for the registration, transfer and exchange as aforesaid
of the Notes.  The Issuer may designate other agencies for the payment of said
principal, premium and interest at such place or places (subject to applicable
laws and regulations) as the Issuer may decide.  So long as there shall be
such an agency, the Issuer shall keep the Trustee advised of the names and
locations of such agencies, if any are so designated.

               With respect to moneys paid by the Issuer and held by the
Trustee or any Paying Agent for payment of the principal of or interest or
premium, if any, on any Notes that remain unclaimed at the end of two years
after such principal, interest or premium shall have become due and payable
(whether at maturity or upon call for redemption or otherwise), (i) the
Trustee or such Paying Agent shall notify the holders of such Notes that such
moneys shall be repaid to the Issuer and any person claiming such moneys shall
thereafter look only to the Issuer for payment thereof and (ii) such moneys
shall be so repaid to the Issuer.  Upon such repayment all liability of the
Trustee or such Paying Agent with respect to such moneys shall thereupon cease,
without, however, limiting in any way any obligation that the Issuer may have
to pay the principal of or interest or premium, if any, on this Note as the
same shall become due.

               No provision of this Note or of the Senior Indenture shall
alter or impair the obligation of the Issuer, which is absolute and
unconditional, to pay the principal of, premium, if any, and interest on this
Note at the times, place, and rate, and in the coin or currency, herein
prescribed unless otherwise agreed between the Issuer and the registered
holder of this Note.

               Prior to due presentment of this Note for registration of
transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee
may treat the holder in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note be overdue, and none of the Issuer,
the Trustee or any such agent shall be affected by notice to the contrary.

               No recourse shall be had for the payment of the principal of,
premium, if any, or the interest on this Note, for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Senior Indenture
or any indenture supplemental thereto, against any incorporator, shareholder,
officer or director, as such, past, present or future, of the Issuer or of any
successor corporation, either directly or through the Issuer or any successor
corporation, whether by virtue of any constitution, statute or rule of law or
by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.

               This Note shall for all purposes be governed by, and construed
in accordance with, the laws of the State of New York.

               All terms used in this Note which are defined in the Senior
Indenture and not otherwise defined herein shall have the meanings assigned to
them in the Senior Indenture.

                                 ABBREVIATIONS

               The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written
out in full according to applicable laws or regulations:


              TEN COM-as tenants in common
              TEN ENT-as tenants by the entireties
              JT TEN-as joint tenants with right of survivorship
       and not as tenants in common

     UNIF GIFT MIN ACT-...........Custodian..............
                                (Cust)                  (Minor)

     Under Uniform Gifts to Minors Act...................
                                                      (State)

               Additional abbreviations may also be used though not in the
above list.


                              ------------------


               FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto

[PLEASE INSERT SOCIAL SECURITY OR OTHER
    IDENTIFYING NUMBER OF ASSIGNEE]

_______________________________________!
                                       !
                                       !
______________________________________________________________________________
[PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING ZIP CODE,
OF ASSIGNEE]

______________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably

______________________________________________________________________________
constituting and appointing such person attorney to transfer

______________________________________________________________________________
such note on the books of the Issuer, with full power of

______________________________________________________________________________
substitution in the premises.


Dated:_____________________




NOTICE:        The signature to this assignment must correspond with the name
               as written upon the face of the within Note in every particular
               without alteration or enlargement or any change whatsoever.


                           OPTION TO ELECT REPAYMENT


                       The undersigned hereby irrevocably requests and
instructs the Issuer to repay the within Note (or portion thereof specified
below) pursuant to its terms at a price equal to the principal amount thereof,
together with interest to the Optional Repayment Date, to the undersigned at

______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________

                          (Please print or typewrite
                     name and address of the undersigned)



               If less than the entire principal amount of the within Note is
to be repaid, specify the portion thereof which the holder elects to have
repaid:  __________________; and specify the denomination or denominations
(which shall not be less than the minimum authorized denomination) of the
Notes to be issued to the holder for the portion of the within Note not being
repaid (in the absence of any such specification, one such Note will be issued
for the portion not being repaid): ____________________________.



Dated:_____________      ___________________________________
                         NOTICE:  The signature on this
                         Option to Elect Repayment must
                         correspond with the name as written
                         upon the face of the within
                         instrument in every particular
                         without alteration or enlargement.



                      [Attach "sch.1" (print in elite)]

EX-4.G

                                                                EXHIBIT 4-g


                          [FORM OF FACE OF SECURITY]

                           Floating Rate Senior Note

REGISTERED                                   REGISTERED
No. FLR                                      [PRINCIPAL AMOUNT]
                                             CUSIP: *

          Unless this certificate is presented by an authorized representative
of The Depository Trust Company (55 Water Street, New York, New York) to the
issuer or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such other name
as requested by an authorized representative of The Depository Trust Company
and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the
registered owner hereof, Cede & Co., has an interest herein.*

_____________
      *Applies only if this Note is a Registered Global Security.

      IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "ORIGINAL YIELD TO MATURITY"
      AND "INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE APPROXIMATE METHOD)
      SET FORTH BELOW HAVE BEEN COMPLETED SOLELY FOR THE PURPOSES OF APPLYING
      THE FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.

                                                                     
                                       MORGAN STANLEY GROUP INC.
                                SENIOR GLOBAL MEDIUM-TERM NOTE, SERIES C
                                            (Floating Rate)

BASE RATE:                               ORIGINAL ISSUE DATE:              MATURITY DATE:
INDEX MATURITY:                          INTEREST ACCRUAL DATE:            INTEREST PAYMENT DATE(S):
SPREAD (PLUS OR MINUS):                  INITIAL INTEREST RATE:            INTEREST PAYMENT PERIOD:
ALTERNATE RATE                           INITIAL INTEREST RESET DATE:      INTEREST RESET PERIOD:
EVENT SPREAD:
SPREAD MULTIPLIER:                       MAXIMUM INTEREST RATE:            INTEREST RESET DATES:
REPORTING SERVICE:                       MINIMUM INTEREST RATE:            CALCULATION AGENT:
                                         INITIAL REDEMPTION DATE:          SPECIFIED CURRENCY:
INDEX CURRENCY:                          INITIAL REDEMPTION                TOTAL AMOUNT OF OID:
                                         PERCENTAGE
                                         ANNUAL REDEMPTION                 ORIGINAL YIELD TO MATURITY:
                                         PERCENTAGE REDUCTION:
OTHER PROVISIONS:                        OPTIONAL REPAYMENT DATE(S):       INITIAL ACCRUAL PERIOD OID:




          Morgan Stanley Group Inc., a Delaware corporation (together with its
successors and assigns, the "Issuer"), for value received, hereby promises to
pay to


, or registered assignees, the principal sum of


on the Maturity Date specified above (except to the extent redeemed or repaid
prior to the Maturity Date) and to pay interest thereon, from the Interest
Accrual Date specified above at a rate per annum equal to the Initial Interest
Rate specified above until the Initial Interest Reset Date specified above,
and thereafter at a rate per annum determined in accordance with the
provisions specified on the reverse hereof until the principal hereof is paid
or duly made available for payment.  The Issuer will pay interest in arrears
monthly, quarterly, semiannually or annually as specified above as the
Interest Payment Period on each Interest Payment Date (as specified above),
commencing with the first Interest Payment Date next succeeding the Interest
Accrual Date specified above, and on the Maturity Date (or any redemption or
repayment date); provided, however, that if the Interest Accrual Date occurs
between a Record Date, as defined below, and the next succeeding Interest
Payment Date, interest payments will commence on the second Interest Payment
Date succeeding the Interest Accrual Date to the registered holder of this Note
on the Record Date with respect to such second Interest Payment Date; and
provided, further, that if an Interest Payment Date (other than the Maturity
Date or redemption or repayment date) would fall on a day that is not a
Business Day, as defined on the reverse hereof, such Interest Payment Date
shall be the following day that is a Business Day, except that if the Base
Rate specified above is LIBOR and such next Business Day falls in the next
calendar month, such Interest Payment Date shall be the immediately preceding
day that is a Business Day; and provided, further, that if the Maturity Date
or redemption or repayment date would fall on a day that is not a Business
Day, such payment shall be made on the following day that is a Business Day
and no interest shall accrue for the period from and after such Maturity Date
or redemption or repayment date.

          Interest on this Note will accrue from the most recent date to which
interest has been paid or duly provided for, or, if no interest has been paid
or duly provided for, from the Interest Accrual Date, until the principal
hereof has been paid or duly made available for payment.  The interest so
payable, and punctually paid or duly provided for, on any Interest Payment
Date will, subject to certain exceptions described herein, be paid to the
person in whose name this Note (or one or more predecessor Notes) is
registered at the close of business on the date 15 calendar days prior to such
Interest Payment Date (whether or not a Business Day) (each such date a
"Record Date"); provided, however, that interest payable on the Maturity Date
(or any redemption or repayment date) will be payable to the person to whom
the principal hereof shall be payable.

          Payment of the principal of this Note, any premium and the interest
due at the Maturity Date (or any redemption or repayment date) will be made in
immediately available funds upon surrender of this Note at the office or
agency of the Paying Agent, as defined on the reverse hereof, maintained for
that purpose in the Borough of Manhattan, The City of New York, or at such
other paying agency as the Issuer may determine.  Payment of the principal of
and premium, if any, and interest on this Note will be made in the Specified
Currency indicated above; provided, however, that U.S. dollar payments of
interest, other than interest due at maturity or any date of redemption or
repayment, will be made by U.S. dollar check mailed to the address of the
person entitled thereto as such address shall appear in the Note register.  A
holder of U.S. $10,000,000 or more in aggregate principal amount of Notes
having the same Interest Payment Date will be entitled to receive payments of
interest, other than interest due at maturity or any date of redemption or
repayment, by wire transfer of immediately available funds if appropriate wire
transfer instructions have been received by the Paying Agent in writing not
less than 15 calendar days prior to the applicable Interest Payment Date.  If
this Note is denominated in a Specified Currency other than U.S. dollars,
payments of interest hereon will be made by wire transfer of immediately
available funds to an account maintained by the holder hereof with a bank
located outside the United States if appropriate wire transfer instructions
have been received by the Paying Agent in writing not less than 15 calendar
days prior to the applicable Interest Payment Date.  If such wire transfer
instructions are not so received, such interest payments will be made by check
payable in such Specified Currency mailed to the address of the person entitled
thereto as such address shall appear in the Note register.

          Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

          Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Note
shall not be entitled to any benefit under the Senior Indenture, as defined on
the reverse hereof, or be valid or obligatory for any purpose.


          IN WITNESS WHEREOF, the Issuer has caused this Note to be duly
executed under its corporate seal.

DATED:                   MORGAN STANLEY GROUP INC.


                         By ______________________________
                             Title:


TRUSTEE'S CERTIFICATE
OF AUTHENTICATION

This is one of the Notes
referred to in the within-
mentioned Senior Indenture.

CHEMICAL BANK, as Trustee


By ______________________________
       Authorized Officer


                         [FORM OF REVERSE OF SECURITY]

          This Note is one of a duly authorized issue of Senior Global
Medium-Term Notes, Series C, having maturities more than nine months from the
date of issue (the "Notes") of the Issuer.  The Notes are issuable under a
Senior Indenture, dated as of April 15, 1989, as supplemented by a First
Supplemental Indenture dated as of May 15, 1991 (as so supplemented, the
"Senior Indenture"), between the Issuer and Chemical Bank, as Trustee (the
"Trustee," which term includes any successor trustee under the Senior
Indenture), to which Senior Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities of the Issuer, the Trustee and holders of the
Notes and the terms upon which the Notes are, and are to be, authenticated and
delivered.  The Issuer has appointed Chemical Bank at its corporate trust
office in The City of New York as the paying agent (the "Paying Agent," which
term includes any additional or successor Paying Agent appointed by the
Issuer) with respect to the Notes.  The terms of individual Notes may vary
with respect to interest rates, interest rate formulas, issue dates, maturity
dates, or otherwise, all as provided in the Senior Indenture.  To the extent
not inconsistent herewith, the terms of the Senior Indenture are hereby
incorporated by reference herein.

          This Note will not be subject to any sinking fund and, unless
otherwise provided on the face hereof in accordance with the provisions of the
following two paragraphs, will not be redeemable or subject to repayment at
the option of the holder prior to maturity.

          Unless otherwise indicated on the face of this Note, this Note may
not be redeemed prior to the Maturity Date.  If so indicated on the face of
this Note, this Note may be redeemed in whole or in part at the option of the
Issuer on or after the Initial Redemption Date specified on the face hereof on
the terms set forth on the face hereof, together with interest accrued and
unpaid hereon to the date of redemption.  If this Note is subject to "Annual
Redemption Percentage Reduction," the Initial Redemption Percentage indicated
on the face hereof will be reduced on each anniversary of the Initial
Redemption Date by the Annual Redemption Percentage Reduction specified on the
face hereof until the redemption price of this Note is 100% of the principal
amount hereof, together with interest accrued and unpaid hereon to the date of
redemption.  Notice of redemption shall be mailed to the registered holders of
the Notes designated for redemption at their addresses as the same shall
appear on the Note register not less than 30 nor more than 60 days prior to
the date fixed for redemption, subject to all the conditions and provisions of
the Senior Indenture.  In the event of redemption of this Note in part only, a
new Note or Notes for the amount of the unredeemed portion hereof shall be
issued in the name of the holder hereof upon the cancellation hereof.

          Unless otherwise indicated on the face of this Note, this Note shall
not be subject to repayment at the option of the holder prior to the Maturity
Date.  If so indicated on the face of this Note, this Note will be subject to
repayment at the option of the holder on the Optional Repayment Date or Dates
specified on the face hereof on the terms set forth herein.  On any Optional
Repayment Date, this Note will be repayable in whole or in part in increments
of $1,000 or, if this Note is denominated in a Specified Currency other than
U.S. dollars, in increments of 1,000 units of such Specified Currency
(provided that any remaining principal amount hereof shall not be less than
the minimum authorized denomination hereof) at the option of the holder hereof
at a price equal to 100% of the principal amount to be repaid, together with
interest accrued and unpaid hereon to the date of repayment.  For this Note to
be repaid at the option of the holder hereof, the Paying Agent must receive at
its corporate trust office in the Borough of Manhattan, The City of New York,
at least 15 but not more than 30 days prior to the date of repayment, (i) this
Note with the form entitled "Option to Elect Repayment" below duly completed
or (ii) a telegram, telex, facsimile transmission or a letter from a member of
a national securities exchange or the National Association of Securities
Dealers, Inc. or a commercial bank or a trust company in the United States
setting forth the name of the holder of this Note, the principal amount
hereof, the certificate number of this Note or a description of this Note's
tenor and terms, the principal amount hereof to be repaid, a statement that
the option to elect repayment is being exercised thereby and a guarantee that
this Note, together with the form entitled "Option to Elect Repayment" duly
completed, will be received by the Paying Agent not later than the fifth
Business Day after the date of such telegram, telex, facsimile transmission or
letter; provided, that such telegram, telex, facsimile transmission or letter
shall only be effective if this Note and form duly completed are received by
the Paying Agent by such fifth Business Day.  Exercise of such repayment
option by the holder hereof shall be irrevocable.  In the event of repayment
of this Note in part only, a new Note or Notes for the amount of the unpaid
portion hereof shall be issued in the name of the holder hereof upon the
cancellation hereof.

          This Note will bear interest at the rate determined in accordance
with the applicable provisions below by reference to the Base Rate shown on
the face hereof based on the Index Maturity, if any, shown on the face hereof
(i) plus or minus the Spread, if any, and/or (ii) multiplied by the Spread
Multiplier, if any, specified on the face hereof.  Commencing with the Initial
Interest Reset Date specified on the face hereof, the rate at which interest
on this Note is payable shall be reset as of each Interest Reset Date (as used
herein, the term "Interest Reset Date" shall include the Initial Interest
Reset Date).  The Interest Reset Dates will be the Interest Reset Dates
specified on the face hereof; provided, however, that the interest rate in
effect for the period from the Interest Accrual Date to the Initial Interest
Reset Date will be the Initial Interest Rate.  If any Interest Reset Date would
otherwise be a day that is not a Business Day, such Interest Reset Date shall
be postponed to the next succeeding day that is a Business Day, except that if
the Base Rate specified on the face hereof is LIBOR and such Business Day is
in the next succeeding calendar month, such Interest Reset Date shall be the
next preceding Business Day.  As used herein, "Business Day" means any day,
other than a Saturday or Sunday, that is neither a legal holiday nor a day on
which banking institutions are authorized or required by law or regulation to
close in The City of New York and (i) if this Note bears interest calculated
by reference to LIBOR that is also a London Banking Day, (ii) if this Note is
denominated in a Specified Currency other than U.S. dollars, Australian
dollars or ECUs, in the principal financial center of the country of the
Specified Currency, (iii) if this Note is denominated in Australian dollars, in
Sydney and (iv) if this Note is denominated in ECUs, that is not a non-ECU
clearing day, as determined by the ECU Banking Association in Paris.

          The Interest Determination Date pertaining to an Interest Reset Date
for Notes bearing interest calculated by reference to the CD Rate, Commercial
Paper Rate, Federal Funds Rate, Prime Rate and CMT Rate will be the second
Business Day next preceding such Interest Reset Date.  The Interest
Determination Date pertaining to an Interest Reset Date for Notes bearing
interest calculated by reference to LIBOR shall be the second London Banking
Day preceding such Interest Reset Date.  As used herein, "London Banking Day"
means any day on which dealings in deposits in the Index Currency (as defined
herein) are transacted in the London interbank market.  The Interest
Determination Date pertaining to an Interest Reset Date for Notes bearing
interest calculated by reference to the Treasury Rate shall be the day of the
week in which such Interest Reset Date falls on which Treasury bills normally
would be auctioned; provided, however, that if as a result of a legal holiday
an auction is held on the Friday of the week preceding such Interest Reset
Date, the related Interest Determination Date shall be such preceding Friday;
and provided, further, that if an auction shall fall on any Interest Reset
Date, then the Interest Reset Date shall instead be the first Business Day
following the date of such auction.

               Unless otherwise specified on the face hereof, the "Calculation
Date" pertaining to an Interest Determination Date will be the earlier of (i)
the tenth calendar day after such Interest Determination Date or, if such day
is not a Business Day, the next succeeding Business Day, or (ii) the Business
Day preceding the applicable Interest Payment Date or Maturity Date (or, with
respect to any principal amount to be redeemed or repaid, any redemption or
repayment date), as the case may be.

          Determination of CD Rate.  If the Base Rate specified on the face
hereof is the CD Rate, the CD Rate with respect to this Note shall be
determined on each Interest Determination Date and shall be the rate on such
date for negotiable certificates of deposit having the Index Maturity
specified on the face hereof as published by the Board of Governors of the
Federal Reserve System in "Statistical Release H.15(519), Selected Interest
Rates," or any successor publication of the Board of Governors of the Federal
Reserve System ("H.15(519)"), under the heading "CDs (Secondary Market)," or,
if not so published by 9:00 A.M., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, the CD Rate will be the rate
on such Interest Determination Date for negotiable certificates of deposit of
the Index Maturity specified on the face hereof as published by the Federal
Reserve Bank of New York in its daily statistical release "Composite 3:30 P.M.
Quotations for U.S.  Government Securities" ("Composite Quotations") under the
heading "Certificates of Deposit."  If neither of such rates is published by
3:00 P.M., New York City time, on such Calculation Date, then the CD Rate on
such Interest Determination Date will be calculated by the Calculation Agent
referred to on the face hereof and will be the arithmetic mean of the
secondary market offered rates as of 10:00 A.M., New York City time, on such
Interest Determination Date for certificates of deposit in the denomination of
U.S. $5,000,000 with a remaining maturity closest to the Index Maturity
specified on the face hereof of three leading nonbank dealers in negotiable
U.S. dollar certificates of deposit in The City of New York selected by the
Calculation Agent for negotiable certificates of deposit of major United
States money center banks of the highest credit standing in the market for
negotiable certificates of deposit; provided, however, that if the dealers
selected as aforesaid by the Calculation Agent are not quoting as mentioned in
this sentence, the CD Rate in effect for the applicable period will be the
same as the CD Rate for the immediately preceding Interest Reset Period (or,
if there was no such Interest Reset Period, the rate of interest payable
hereon shall be the Initial Interest Rate).

          Determination of Commercial Paper Rate.  If the Base Rate specified
on the face hereof is the Commercial Paper Rate, the Commercial Paper Rate
with respect to this Note shall be determined on each Interest Determination
Date and shall be the Money Market Yield (as defined herein) of the rate on
such date for commercial paper having the Index Maturity specified on the face
hereof, as such rate shall be published in H.15(519) under the heading
"Commercial Paper," or if not so published prior to 9:00 A.M., New York City
time, on the Calculation Date pertaining to such Interest Determination Date,
the Commercial Paper Rate shall be the Money Market Yield of the rate on such
Interest Determination Date for commercial paper of the Index Maturity
specified on the face hereof as published in Composite Quotations under the
heading "Commercial Paper."  If neither of such rates is published by 3:00
P.M., New York City time, on such Calculation Date, then the Commercial Paper
Rate shall be the Money Market Yield of the arithmetic mean of the offered
rates as of 11:00 A.M., New York City time, on such Interest Determination
Date of three leading dealers in commercial paper in The City of New York
selected by the Calculation Agent for commercial paper of the Index Maturity
specified on the face hereof, placed for an industrial issuer whose bond
rating is "AA," or the equivalent, from a nationally recognized rating agency;
provided, however, that if the dealers selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence, the
Commercial Paper Rate in effect for the applicable period will be the same as
the Commercial Paper Rate for the immediately preceding Interest Reset Period
(or, if there was no such Interest Reset Period, the rate of interest payable
hereon shall be the Initial Interest Rate).

          "Money Market Yield" shall be the yield calculated in accordance
with the following formula:

          Money Market Yield =    D x 360
                                ---------------- x 100
                                360 - (D x M)


where "D" refers to the applicable per annum rate for commercial paper quoted
on a bank discount basis and expressed as a decimal and "M" refers to the
actual number of days in the Index Maturity specified on the face hereof.

          Determination of Federal Funds Rate.  If the Base Rate specified on
the face hereof is the Federal Funds Rate, the Federal Funds Rate with respect
to this Note shall be determined on each Interest Determination Date and shall
be the rate on such date for Federal Funds as published in H.15(519) under the
heading "Federal Funds (Effective)," or, if not so published by 9:00 A.M., New
York City time, on the Calculation Date pertaining to such Interest
Determination Date, the Federal Funds Rate will be the rate on such Interest
Determination Date as published in Composite Quotations under the heading
"Federal Funds/Effective Rate."  If neither of such rates is published by 3:00
P.M., New York City time, on such Calculation Date, the Federal Funds Rate for
such Interest Determination Date will be calculated by the Calculation Agent
and will be the arithmetic mean of the rates for the last transaction in
overnight Federal funds as of 11:00 A.M., New York City time, on such Interest
Determination Date arranged by three leading brokers in Federal funds
transactions in The City of New York selected by the Calculation Agent;
provided, however, that if the brokers selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence, the Federal
Funds Rate in effect for the applicable period will be the same as the Federal
Funds Rate for the immediately preceding Interest Reset Period (or, if there
was no such Interest Reset Period, the rate of interest payable hereon shall be
the Initial Interest Rate).

          Determination of LIBOR.  If the Base Rate specified on the face
hereof is LIBOR, LIBOR with respect to this Note shall be determined on each
Interest Determination Date as follows:

               (i)   As of the Interest Determination Date, the Calculation
         Agent will determine (a) if "LIBOR Reuters" is specified as the
         Reporting Service on the face hereof, the arithmetic mean of the
         offered rates (unless the specified Designated LIBOR Page (as defined
         below) by its terms provides only for a single rate, in which case
         such single rate shall be used) for deposits in the London interbank
         market in the Index Currency for the period of the Index Maturity
         specified on the face hereof, commencing on the second London Banking
         Day immediately following such Interest Determination Date, which
         appear on the Designated LIBOR Page at approximately 11:00 A.M.,
         London time, on such Interest Determination Date, if at least two
         such offered rates appear (unless, as aforesaid, only a single rate is
         required) on such Designated LIBOR Page, or (b) if "LIBOR Telerate"
         is specified as the Reporting Service on the face hereof, the rate
         for deposits in the Index Currency for the period of the Index
         Maturity, commencing on such Interest Determination Date, that
         appears on the Designated LIBOR Page at approximately 11:00 A.M.,
         London time, on such Interest Determination Date.  If fewer than two
         offered rates appear (if "LIBOR Reuters" is specified as the
         Reporting Service on the face hereof and calculation of LIBOR is
         based on the arithmetic mean of the offered rates) or if no rate
         appears (if the Reporting Service on the face hereof specifies either
         (x) "LIBOR Reuters" and the Designated LIBOR Page by its terms
         provides only for a single rate or (y) "LIBOR Telerate"), LIBOR in
         respect of that Interest Determination Date will be determined as if
         the parties had specified the rate described in (ii) below.

             (ii)    With respect to an Interest Determination Date on which
         fewer than two offered rates appear (if "LIBOR Reuters" is specified
         as the Reporting Service on the face hereof and calculation of LIBOR
         is based on the arithmetic mean of the offered rates) or no rate
         appears (if the Reporting Service on the face hereof specifies either
         (x) "LIBOR Reuters" and the Designated LIBOR Page by its terms
         provides only for a single rate or (y) "LIBOR Telerate"), the
         Calculation Agent will request the principal London offices of each
         of four major reference banks in the London interbank market, as
         selected by the Calculation Agent (after consultation with the
         Issuer), to provide the Calculation Agent with its offered quotations
         for deposits in the Index Currency for the period of the Index
         Maturity specified on the face hereof, commencing on the second
         London Banking Day immediately following such Interest Determination
         Date, to prime banks in the London interbank market at approximately
         11:00 A.M., London time, on such Interest Determination Date and in
         a principal amount equal to an amount of not less than U.S.$1 million
         (or the equivalent in the Index Currency) that is representative of a
         single transaction in such Index Currency in such market at such
         time.  If at least two such quotations are provided, LIBOR will be
         the arithmetic mean of such quotations.  If fewer than two quotations
         are provided, LIBOR in respect of that Interest Determination Date
         will be the arithmetic mean of rates quoted at approximately 11:00
         A.M. (or such other time specified on the face hereof), in the
         applicable principal financial center for the country of the Index
         Currency on such Interest Determination Date, by three major banks in
         such principal financial center selected by the Calculation Agent
         (after consultation with the Issuer) on such Interest Determination
         Date for loans in the Index Currency to leading European banks, for
         the period of the Index Maturity specified on the face hereof
         commencing on the second London Banking Day immediately following
         such Interest Determination Date and in a principal amount of not
         less than U.S.$1 million (or the equivalent in the Index Currency)
         that is representative of a single transaction in such Index Currency
         in such market at such time; provided, however, that if the banks
         selected as aforesaid by the Calculation Agent are not quoting rates
         as mentioned in this sentence, "LIBOR" for such Interest Reset Period
         will be the same as LIBOR for the immediately preceding Interest
         Reset Period (or, if there was no such Interest Reset Period, the
         rate of interest payable on the LIBOR Notes for which LIBOR is being
         determined shall be the Initial Interest Rate).  "Index Currency"
         means the currency (including composite currencies) specified as
         Index Currency on the face hereof.  If no such currency is specified
         as Index Currency on the face hereof, the Index Currency shall be
         U.S. dollars.  "Designated LIBOR Page" means either (a) if "LIBOR
         Reuters" is designated as the Reporting Service on the face hereof,
         the display on the Reuters Monitor Money Rates Service for the
         purpose of displaying the London interbank rates of major banks for
         the applicable Index Currency, or (b) if "LIBOR Telerate" is
         designated as the Reporting Service on the face hereof, the display
         on the Dow Jones Telerate Service for the purpose of displaying the
         London interbank rates of major banks for the applicable Index
         Currency.  If neither LIBOR Reuters nor LIBOR Telerate is specified
         as the Reporting Service on the face hereof, LIBOR for the applicable
         Index Currency will be determined as if LIBOR Telerate (and, if the
         U.S. dollar is the Index Currency, Page 3750) had been specified.

          Determination of Prime Rate.  If the Base Rate specified on the face
hereof is the Prime Rate, the Prime Rate with respect to this Note shall be
determined on each Interest Determination Date and shall be the rate set forth
in H.15(519) for such date opposite the caption "Bank Prime Loan."  If such
rate is not yet published by 9:00 A.M., New York City time, on the Calculation
Date pertaining to such Interest Determination Date, the Prime Rate for such
Interest Determination Date will be the arithmetic mean of the rates of
interest publicly announced by each bank named on the Reuters Screen NYMF Page
(as defined below) as such bank's prime rate or base lending rate as in effect
for such Interest Determination Date as quoted on the Reuters Screen NYMF Page
on such Interest Determination Date, or, if fewer than four such rates appear
on the Reuters Screen NYMF Page for such Interest Determination Date, the rate
shall be the arithmetic mean of the prime rates quoted on the basis of the
actual number of days in the year divided by 360 as of the close of business
on such Interest Determination Date by at least two of the three major money
center banks in The City of New York selected by the Calculation Agent from
which quotations are requested.  If fewer than two quotations are provided,
the Prime Rate shall be calculated by the Calculation Agent and shall be
determined as the arithmetic mean on the basis of the prime rates in The City
of New York by the appropriate number of substitute banks or trust companies
organized and doing business under the laws of the United States, or any State
thereof, in each case having total equity capital of at least U.S. $500 million
and being subject to supervision or examination by Federal or State authority,
selected by the Calculation Agent to quote such rate or rates.  "Reuters
Screen NYMF Page" means the display designated as Page "NYMF" on the Reuters
Monitor Money Rates Service (or such other page as may replace the NYMF Page
on that service for the purpose of displaying prime rates or base lending
rates of major United States banks).

          If in any month or two consecutive months the Prime Rate is not
published in H.15(519) and the banks or trust companies selected as aforesaid
are not quoting as mentioned in the preceding paragraph, the "Prime Rate" for
such Interest Reset Period will be the same as the Prime Rate for the
immediately preceding Interest Reset Period (or, if there was no such Interest
Reset Period, the rate of interest payable hereon shall be the Initial
Interest Rate).  If this failure continues over three or more consecutive
months, the Prime Rate for each succeeding Interest Determination Date until
the maturity or redemption or repayment of this Note or, if earlier, until
this failure ceases, shall be LIBOR determined as if the Base Rate specified
on the face hereof were LIBOR, as if LIBOR Telerate had been specified as the
Reporting Service and U.S. dollars had been specified as the Index Currency and
the Spread, if any, shall be the number of basis points specified on the face
hereof as the "Alternate Rate Event Spread."

          Determination of Treasury Rate.  If the Base Rate specified on the
face hereof is the Treasury Rate, the Treasury Rate with respect to this Note
shall be determined on each Interest Determination Date and shall be the rate
for the auction held on such date of direct obligations of the United States
("Treasury Bills") having the Index Maturity specified on the face hereof, as
published in H.15(519) under the heading "Treasury Bills--auction average
(investment)," or if not so published by 9:00 A.M., New York City time, on the
Calculation Date pertaining to such Interest Determination Date, the auction
average rate on such Interest Determination Date (expressed as a bond
equivalent, on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) as otherwise announced by the United States
Department of the Treasury.  In the event that the results of the auction of
Treasury Bills having the Index Maturity specified on the face hereof are not
published or reported as provided above by 3:00 P.M., New York City time, on
such Calculation Date or if no such auction is held on such Interest
Determination Date, then the Treasury Rate shall be calculated by the
Calculation Agent and shall be a yield to maturity (expressed as a bond
equivalent, on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) calculated using the arithmetic mean of the secondary
market bid rates, as of approximately 3:30 P.M., New York City time, on such
Interest Determination Date, of three leading primary United States government
securities dealers selected by the Calculation Agent for the issue of Treasury
Bills with a remaining maturity closest to the Index Maturity specified on the
face hereof; provided, however, that if the dealers selected as aforesaid by
the Calculation Agent are not quoting as mentioned in this sentence, the
Treasury Rate for such Interest Reset Date will be the same as the Treasury
Rate for the immediately preceding Interest Reset Period (or, if there was no
such Interest Reset Period, the rate of interest payable hereon shall be the
Initial Interest Rate).

               Determination of CMT Rate.  If the Base Rate specified on the
face hereof is the CMT Rate, the CMT Rate with respect to this Note shall be
determined on each Interest Determination Date and shall be the rate displayed
for the Index Maturity specified on the face hereof on Telerate Page 7055 for
"Daily Treasury Constant Maturities and Money Markets/Federal Reserve Board
Release H.15 Monday's Approx. 3:45 P.M. EDT," for such Interest Determination
Date (or such other page as may replace that page on such service for the
purpose of displaying rates or prices comparable to the CMT Rate, as
determined by the Calculation Agent).  If such rate is not available by 3:00
P.M., New York City time, on the Calculation Date pertaining to such Interest
Determination Date, then the CMT Rate for such Interest Determination Date
shall be the bond equivalent yield to maturity of the arithmetic mean (as
calculated by the Calculation Agent) of the secondary market bid rates, as of
3:00 P.M., New York City time, on such Interest Determination Date, reported
by three leading primary United States government securities dealers in The
City of New York selected by the Calculation Agent (after consultation with
the Issuer), for the most recently issued direct noncallable fixed rate
Treasury Bills with an original maturity approximately equal to the Index
Maturity specified on the face hereof; provided, however, that if the dealers
selected as aforesaid by the Calculation Agent are not quoting bid rates as
mentioned in this sentence, the "CMT Rate" in effect for the applicable period
will be the same as the CMT Rate for the immediately preceding Interest Reset
Period (or, if there was no such Interest Reset Period, the rate of interest
payable hereon shall be the Initial Interest Rate).

          Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, specified on the face hereof.  The Calculation Agent
shall calculate the interest rate hereon in accordance with the foregoing on
or before each Calculation Date.  The interest rate on this Note will in no
event be higher than the maximum rate permitted by New York law, as the same
may be modified by United States Federal law of general application.

          At the request of the holder hereof, the Calculation Agent will
provide to the holder hereof the interest rate hereon then in effect and, if
determined, the interest rate that will become effective as of the next
Interest Reset Date.

          Interest payments on this Note will include interest accrued to but
excluding the Interest Payment Dates or the Maturity Date (or any earlier
redemption or repayment date), as the case may be.  Accrued interest hereon
shall be an amount calculated by multiplying the face amount hereof by an
accrued interest factor.  Such accrued interest factor shall be computed by
adding the interest factor calculated for each day in the period for which
interest is being paid.  The interest factor for each such date shall be
computed by dividing the interest rate applicable to such day by 360 if the
Base Rate is CD Rate, Commercial Paper Rate, Federal Funds Rate, Prime Rate or
LIBOR, as specified on the face hereof, or by the actual number of days in the
year if the Base Rate is the Treasury Rate or the CMT Rate, as specified on
the face hereof.  All percentages resulting from any calculation of the rate
of interest on this Note will be rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point (.0000001), with five one-millionths
of a percentage point rounded upward, and all dollar amounts used in or
resulting from such calculation on this Note will be rounded to the nearest
cent (with one-half cent rounded upward).  The interest rate in effect on any
Interest Reset Date will be the applicable rate as reset on such date.  The
interest rate applicable to any other day is the interest rate from the
immediately preceding Interest Reset Date (or, if none, the Initial Interest
Rate).

          This Note and all the obligations of the Issuer hereunder are
direct, unsecured obligations of the Issuer and rank without preference or
priority among themselves and pari passu with all other existing and future
unsecured and unsubordinated indebtedness of the Issuer, subject to certain
statutory exceptions in the event of liquidation upon insolvency.

          This Note, and any Note or Notes issued upon transfer or exchange
hereof, is issuable only in fully registered form, without coupons, and, if
denominated in U.S. dollars, is issuable only in denominations of U.S. $1,000
and any integral multiple of U.S. $1,000 in excess thereof.  If this Note is
denominated in a Specified Currency other than U.S. dollars, then, unless a
higher minimum denomination is required by applicable law, it is issuable only
in denominations of the equivalent of U.S. $1,000 (rounded to an integral
multiple of 1,000 units of such Specified Currency), or any amount in excess
thereof which is an integral multiple of 1,000 units of such Specified
Currency, as determined by reference to the noon dollar buying rate in New
York City for cable transfers of such Specified Currency published by the
Federal Reserve Bank of New York (the "Market Exchange Rate") on the Business
Day immediately preceding the date of issuance; provided, however, in the case
of ECUs, the Market Exchange Rate shall be the rate of exchange determined by
the Commission of the European Communities (or any successor thereto) as
published in the Official Journal of the European Communities, or any
successor publication, on the Business Day immediately preceding the date of
issuance.

          The Trustee has been appointed registrar for the Notes, and the
Trustee will maintain at its office in The City of New York a register for the
registration and transfer of Notes.  This Note may be transferred at the
aforesaid office of the Trustee by surrendering this Note for cancellation,
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and duly executed by the registered holder hereof in person or by the
holder's attorney duly authorized in writing, and thereupon the Trustee shall
issue in the name of the transferee or transferees, in exchange herefor, a new
Note or Notes having identical terms and provisions and having a like aggregate
principal amount in authorized denominations, subject to the terms and
conditions set forth herein; provided, however, that the Trustee will not be
required (i) to register the transfer of or exchange any Note that has been
called for redemption in whole or in part, except the unredeemed portion of
Notes being redeemed in part, (ii) to register the transfer of or exchange any
Note if the holder thereof has exercised his right, if any, to require the
Issuer to repurchase such Note in whole or in part, except the portion of such
Note not required to be repurchased, or (iii) to register the transfer of or
exchange Notes to the extent and during the period so provided in the Senior
Indenture with respect to the redemption of Notes.  Notes are exchangeable at
said office for other Notes of other authorized denominations of equal
aggregate principal amount having identical terms and provisions.  All such
exchanges and transfers of Notes will be free of charge, but the Issuer may
require payment of a sum sufficient to cover any tax or other governmental
charge in connection therewith.  All Notes surrendered for exchange shall be
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and executed by the registered holder in person or by the holder's
attorney duly authorized in writing.  The date of registration of any Note
delivered upon any exchange or transfer of Notes shall be such that no gain or
loss of interest results from such exchange or transfer.

          In case any Note shall at any time become mutilated, defaced or be
destroyed, lost or stolen and such Note or evidence of the loss, theft or
destruction thereof (together with the indemnity hereinafter referred to and
such other documents or proof as may be required in the premises) shall be
delivered to the Trustee, a new Note of like tenor will be issued by the
Issuer in exchange for the Note so mutilated or defaced, or in lieu of the
Note so destroyed or lost or stolen, but, in the case of any destroyed or lost
or stolen Note, only upon receipt of evidence satisfactory to the Trustee and
the Issuer that such Note was destroyed or lost or stolen and, if required,
upon receipt also of indemnity satisfactory to each of them.  All expenses and
reasonable charges associated with procuring such indemnity and with the
preparation, authentication and delivery of a new Note shall be borne by the
owner of the Note mutilated, defaced, destroyed, lost or stolen.

          The Senior Indenture provides that, (a) if an Event of Default (as
defined in the Senior Indenture) due to the default in payment of principal
of, premium, if any, or interest on, any series of debt securities issued
under the Senior Indenture, including the series of Senior Medium-Term Notes
of which this Note forms a part, or due to the default in the performance or
breach of any other covenant or warranty of the Issuer applicable to the debt
securities of such series but not applicable to all outstanding debt
securities issued under the Senior Indenture shall have occurred and be
continuing, either the Trustee or the holders of not less than 25% in
principal amount of the debt securities of each affected series (voting as a
single class) may then declare the principal of all debt securities of all
such series and interest accrued thereon to be due and payable immediately and
(b) if an Event of Default due to a default in the performance of any other of
the covenants or agreements in the Senior Indenture applicable to all
outstanding debt securities issued thereunder, including this Note, or due to
certain events of bankruptcy, insolvency and reorganization of the Issuer,
shall have occurred and be continuing, either the Trustee or the holders of
not less than 25% in principal amount of all debt securities issued under the
Senior Indenture then outstanding (treated as one class) may declare the
principal of all such debt securities and interest accrued thereon to be due
and payable immediately, but upon certain conditions such declarations may be
annulled and past defaults may be waived (except a continuing default in
payment of principal (or premium, if any) or interest on such debt securities)
by the holders of a majority in principal amount of the debt securities of all
affected series then outstanding.

          The Senior Indenture permits the Issuer and the Trustee, with the
consent of the holders of not less than a majority in aggregate principal
amount of the debt securities of all series issued under the Senior Indenture
then outstanding and affected (voting as one class), to execute supplemental
indentures adding any provisions to or changing in any manner the rights of
the holders of each series so affected; provided that the Issuer and the
Trustee may not, without the consent of the holder of each outstanding debt
security affected thereby, (a) extend the final maturity of any such debt
security, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon, or reduce any amount payable on
redemption or repayment thereof, or change the currency of payment thereof, or
impair or affect the rights of any holder to institute suit for the payment
thereof without the consent of the holder of each debt security so affected;
or (b) reduce the aforesaid percentage in principal amount of debt securities
the consent of the holders of which is required for any such supplemental
indenture, without the consent of the holders of each debt security so
affected.

          Except as set forth below, if the principal of, premium, if any, or
interest on, this Note is payable in a Specified Currency other than U.S.
dollars and such Specified Currency is not available to the Issuer for making
payments hereon due to the imposition of exchange controls or other
circumstances beyond the control of the Issuer or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions within the international banking
community, then the Issuer will be entitled to satisfy its obligations to the
holder of this Note by making such payments in U.S. dollars on the basis of
the Market Exchange Rate on the date of such payment or, if the Market Exchange
Rate is not available on such date, as of the most recent practicable date.
Any payment made under such circumstances in U.S. dollars where the required
payment is in a Specified Currency other than U.S. dollars will not constitute
an Event of Default.

               If payment in respect of this Note is required to be made in
ECUs and ECUs are unavailable due to the imposition of exchange controls or
other circumstances beyond the Issuer's control or are no longer used as either
the unit of account of the European Community or as the currency of the
European Union, then all payments in respect of this Note shall be made in
U.S. dollars until ECUs are again available or so used.  The amount of each
payment in U.S. dollars shall be computed on the basis of the equivalent of
the ECU in U.S. dollars, determined as described below, as of the second
Business Day prior to the date on which such payment is due.

               The equivalent of the ECU in U.S. dollars as of any date shall
be determined by the Issuer or its agent on the following basis.  The
component currencies of the ECU for this purpose (the "Components") shall be
the currency amounts that were components of the ECU as of the last date on
which the ECU was used as the unit of account of the European Community.  The
equivalent of the ECU in U.S. dollars shall be calculated by aggregating the
U.S. dollar equivalents of the Components.  The U.S. dollar equivalent of each
of the Components shall be determined by the Issuer or such agent on the basis
of the most recently available Market Exchange Rates for such Components.

               All determinations referred to above made by the Issuer or its
agent shall be at its sole discretion and shall, in the absence of manifest
error, be conclusive to the extent permitted by law for all purposes and
binding on the holder of this Note.

          So long as this Note shall be outstanding, the Issuer will cause to
be maintained an office or agency for the payment of the principal of and
premium, if any, and interest on this Note as herein provided in the Borough of
Manhattan, The City of New York, and an office or agency in said Borough of
Manhattan for the registration, transfer and exchange as aforesaid of the
Notes.  The Issuer may designate other agencies for the payment of said
principal, premium and interest at such place or places (subject to applicable
laws and regulations) as the Issuer may decide.  So long as there shall be
such an agency, the Issuer shall keep the Trustee advised of the names and
locations of such agencies, if any are so designated.

          With respect to moneys paid by the Issuer and held by the Trustee or
any Paying Agent for payment of the principal of or interest or premium, if
any, on any Notes that remain unclaimed at the end of two years after such
principal, interest or premium shall have become due and payable (whether at
maturity or upon call for redemption or otherwise), (i) the Trustee or such
Paying Agent shall notify the holders of such Notes that such moneys shall be
repaid to the Issuer and any person claiming such moneys shall thereafter look
only to the Issuer for payment thereof and (ii) such moneys shall be so repaid
to the Issuer.  Upon such repayment all liability of the Trustee or such Paying
Agent with respect to such moneys shall thereupon cease, without, however,
limiting in any way any obligation that the Issuer may have to pay the
principal of or interest or premium, if any, on this Note as the same shall
become due.

          No provision of this Note or of the Senior Indenture shall alter or
impair the obligation of the Issuer, which is absolute and unconditional, to
pay the principal of, premium, if any, and interest on this Note at the time,
place, and rate, and in the coin or currency, herein prescribed unless
otherwise agreed between the Issuer and the registered holder of this Note.

          Prior to due presentment of this Note for registration of transfer,
the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat
the holder in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and none of the Issuer, the
Trustee or any such agent shall be affected by notice to the contrary.

          No recourse shall be had for the payment of the principal of,
premium, if any, or the interest on this Note, for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Senior Indenture
or any indenture supplemental thereto, against any incorporator, shareholder,
officer or director, as such, past, present or future, of the Issuer or of any
successor corporation, either directly or through the Issuer or any successor
corporation, whether by virtue of any constitution, statute or rule of law or
by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.

          This Note shall for all purposes be governed by, and construed in
accordance with, the laws of the State of New York.

          All terms used in this Note which are defined in the Senior
Indenture and not otherwise defined herein shall have the meanings assigned to
them in the Senior Indenture.


                                 ABBREVIATIONS


              The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:


          TEN COM-as tenants in common
          TEN ENT-as tenants by the entireties
          JT TEN-as joint tenants with right of survivorship
            and not as tenants in common


           UNIF GIFT MIN
ACT-...........Custodian..............
                              (Cust)               (Minor)

          Under Uniform Gifts to Minors
Act...................
                                                (State)

     Additional abbreviations may also be used though not in the above list.

                             _____________________




          FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

[PLEASE INSERT SOCIAL SECURITY OR OTHER
    IDENTIFYING NUMBER OF ASSIGNEE]


_______________________________________!
                                       !
                                       !
______________________________________________________________________________

______________________________________________________________________________
[PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING ZIP CODE,
   OF ASSIGNEE]

______________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably

______________________________________________________________________________
constituting and appointing such person attorney to transfer

______________________________________________________________________________
such note on the books of the Issuer, with full power of

______________________________________________________________________________
substitution in the premises.


Dated:_____________________

NOTICE:        The signature to this assignment must correspond with the name
               as written upon the face of the within Note in every particular
               without alteration or enlargement or any change whatsoever.


                           OPTION TO ELECT REPAYMENT


          The undersigned hereby irrevocably requests and instructs the Issuer
to repay the within Note (or portion thereof specified below) pursuant to its
terms at a price equal to the principal amount thereof, together with interest
to the Optional Repayment Date, to the undersigned at

______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________
                         (Please print or typewrite
                    name and address of the undersigned)


          If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof which the holder elects to have repaid:
__________________; and specify the denomination or denominations (which shall
not be less than the minimum authorized denomination) of the Notes to be
issued to the holder for the portion of the within Note not being repaid (in
the absence of any such specification, one such Note will be issued for the
portion not being repaid): __________________________.



Dated:_____________      ___________________________________
                         NOTICE:  The signature on this
                         Option to Elect Repayment must
                         correspond with the name as written
                         upon the face of the within
                         instrument in every particular
                         without alteration or enlargement.

EX-4.H

                                                                EXHIBIT 4-h


                          [FORM OF FACE OF SECURITY]

                       Floating Rate Subordinated Note

REGISTERED                                         REGISTERED
No. FLR                                            [PRINCIPAL AMOUNT]
                                                   CUSIP: *

         Unless this certificate is presented by an authorized representative
of The Depository Trust Company (55 Water Street, New York, New York) to the
issuer or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such other name
as requested by an authorized representative of The Depository Trust Company
and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the
registered owner hereof, Cede & Co., has an interest herein.*

____________
      *Applies only if this Note is a Registered Global Security.

   IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "ORIGINAL YIELD TO MATURITY" AND
   "INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE APPROXIMATE METHOD) SET
   FORTH BELOW HAVE BEEN COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE
   FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.


                                                                     
                                       MORGAN STANLEY GROUP INC.
                             SUBORDINATED GLOBAL MEDIUM-TERM NOTE, SERIES C
                                            (Floating Rate)
BASE RATE:                               ORIGINAL ISSUE DATE:              MATURITY DATE:
INDEX MATURITY:                          INTEREST ACCRUAL DATE:            INTEREST PAYMENT DATE(S):
SPREAD (PLUS OR MINUS):                  INITIAL INTEREST RATE:            INTEREST PAYMENT PERIOD:
ALTERNATE RATE EVENT                     INITIAL INTEREST RESET DATE:      INTEREST RESET PERIOD:
SPREAD:
SPREAD MULTIPLIER:                       MAXIMUM INTEREST RATE:            INTEREST RESET DATES:
REPORTING SERVICE:                       MINIMUM INTEREST RATE:            CALCULATION AGENT:
                                         INITIAL REDEMPTION DATE:          SPECIFIED CURRENCY:
                                         INITIAL REDEMPTION                TOTAL AMOUNT OF OID:
                                         PERCENTAGE:
INDEX CURRENCY                           ANNUAL REDEMPTION                 ORIGINAL YIELD TO MATURITY:
                                         PERCENTAGE REDUCTION:
OTHER PROVISIONS:                        OPTIONAL REPAYMENT DATE(S):       INITIAL ACCRUAL PERIOD OID:



               Morgan Stanley Group Inc., a Delaware corporation (together
with its successors and assigns, the "Issuer"), for value received, hereby
promises to pay to


                , or registered assignees, the principal sum of


on the Maturity Date specified above (except to the extent redeemed or repaid
prior to the Maturity Date) and to pay interest thereon, from the Interest
Accrual Date specified above at a rate per annum equal to the Initial Interest
Rate specified above until the Initial Interest Reset Date specified above,
and thereafter at a rate per annum determined in accordance with the
provisions specified on the reverse hereof until the principal hereof is paid
or duly made available for payment.  The Issuer will pay interest in arrears
monthly, quarterly, semiannually or annually as specified above as the
Interest Payment Period on each Interest Payment Date (as specified above),
commencing with the first Interest Payment Date next succeeding the Interest
Accrual Date specified above, and on the Maturity Date (or any redemption or
repayment date); provided, however, that if the Interest Accrual Date occurs
between a Record Date, as defined below, and the next succeeding Interest
Payment Date, interest payments will commence on the second Interest Payment
Date succeeding the Interest Accrual Date to the registered holder of this Note
on the Record Date with respect to such second Interest Payment Date; and
provided, further, that if an Interest Payment Date (other than the Maturity
Date or redemption or repayment date) would fall on a day that is not a
Business Day, as defined on the reverse hereof, such Interest Payment Date
shall be the following day that is a Business Day, except that if the Base
Rate specified above is LIBOR and such next Business Day falls in the next
calendar month, such Interest Payment Date shall be the immediately preceding
day that is a Business Day; and provided, further, that if the Maturity Date
or redemption or repayment date would fall on a day that is not a Business
Day, such Maturity Date or redemption or repayment date shall be on the
following day that is a Business Day and no interest shall accrue for the
period from and after such Maturity Date or redemption or repayment date.

               Interest on this Note will accrue from the most recent date to
which interest has been paid or duly provided for, or, if no interest has been
paid or duly provided for, from the Interest Accrual Date, until the principal
hereof has been paid or duly made available for payment.  The interest so
payable, and punctually paid or duly provided for, on any Interest Payment
Date will, subject to certain exceptions described herein, be paid to the
person in whose name this Note (or one or more predecessor Notes) is
registered at the close of business on the date 15 calendar days prior to such
Interest Payment Date (whether or not a Business Day) (each such date a
"Record Date"); provided, however, that interest payable on the Maturity Date
(or any redemption or repayment date) will be payable to the person to whom
the principal hereof shall be payable.

               Payment of the principal of this Note, any premium and the
interest due at the Maturity Date (or any redemption or repayment date) will
be made in immediately available funds upon surrender of this Note at the
office or agency of the Paying Agent, as defined on the reverse hereof,
maintained for that purpose in the Borough of Manhattan, The City of New York,
or at such other paying agency as the Issuer may determine.  Payment of the
principal of and premium, if any, and interest on this Note will be made in
the Specified Currency indicated above; provided, however, that U.S. dollar
payments of interest, other than interest due at maturity or any date of
redemption or repayment, will be made by U.S. dollar check mailed to the
address of the person entitled thereto as such address shall appear in the
Note register.  A holder of U.S. $10,000,000 or more in aggregate principal
amount of Notes having the same Interest Payment Date will be entitled to
receive payments of interest, other than interest due at maturity or any date
of redemption or repayment, by wire transfer of immediately available funds if
appropriate wire transfer instructions have been received by the Paying Agent
in writing not less than 15 calendar days prior to the applicable Interest
Payment Date.  If this Note is denominated in a Specified Currency other than
U.S. dollars, payments of interest hereon will be made by wire transfer of
immediately available funds to an account maintained by the holder hereof with
a bank located outside the United States if appropriate wire transfer
instructions have been received by the Paying Agent in writing not less than
15 calendar days prior to the applicable Interest Payment Date.  If such wire
transfer instructions are not so received, such interest payments will be made
by check payable in such Specified Currency mailed to the address of the
person entitled thereto as such address shall appear in the Note register.

               Reference is hereby made to the further provisions of this Note
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place, including,
without limitation, the provisions relating to the subordination of this Note
to the Issuer's Senior Indebtedness, as defined on the reverse hereof.

               Unless the certificate of authentication hereon has been
executed by the Authenticating Agent referred to on the reverse hereof by
manual signature, this Note shall not be entitled to any benefit under the
Subordinated Indenture, as defined on the reverse hereof, or be valid or
obligatory for any purpose.


               IN WITNESS WHEREOF, the Issuer has caused this Note to be duly
executed under its corporate seal.


DATED:                           MORGAN STANLEY GROUP INC.



                                 By ______________________________
                                    Title:


AUTHENTICATING AGENT'S
CERTIFICATE OF AUTHENTICATION

This is one of the Notes
referred to in the within-
mentioned Subordinated Indenture.

CHEMICAL BANK,
  as Authenticating Agent



By ______________________________
       Authorized Officer



                         [FORM OF REVERSE OF SECURITY]


               This Note is one of a duly authorized issue of Subordinated
Global Medium-Term Notes, Series C, having maturities more than nine months
from the date of issue (the "Notes") of the Issuer.  The Notes are issuable
under a Subordinated Indenture, dated as of April 15, 1989, as supplemented by
a First Supplemental Indenture dated as of May 15, 1991 (as so supplemented,
the "Subordinated Indenture"), between the Issuer and The First National Bank
of Chicago, as Trustee (the "Trustee," which term includes any successor
trustee under the Subordinated Indenture), to which Subordinated Indenture and
all indentures supplemental thereto reference is hereby made for a statement
of the respective rights, limitations of rights, duties and immunities of the
Issuer, the Trustee and holders of the Notes and the terms upon which the
Notes are, and are to be, authenticated and delivered.  The Trustee has
appointed Chemical Bank as Authenticating Agent (the "Authenticating Agent,"
which term includes any successor authenticating agent appointed by the
Trustee) with respect to the Notes, and the Issuer has appointed Chemical Bank
at its corporate trust office in The City of New York as the paying agent (the
"Paying Agent," which term includes any additional or successor Paying Agent
appointed by the Issuer) with respect to the Notes.  The terms of individual
Notes may vary with respect to interest rates, interest rate formulas, issue
dates, maturity dates, or otherwise, all as provided in the Subordinated
Indenture.  To the extent not inconsistent herewith, the terms of the
Subordinated Indenture are hereby incorporated by reference herein.

               This Note will not be subject to any sinking fund and, unless
otherwise provided on the face hereof in accordance with the provisions of the
following two paragraphs, will not be redeemable or subject to repayment at
the option of the holder prior to maturity.

               Unless otherwise indicated on the face of this Note, this Note
may not be redeemed prior to the Maturity Date.  If so indicated on the face
of this Note, this Note may be redeemed in whole or in part at the option of
the Issuer on or after the Initial Redemption Date specified on the face
hereof on the terms set forth on the face hereof, together with interest
accrued and unpaid hereon to the date of redemption.  If this Note is subject
to "Annual Redemption Percentage Reduction," the Initial Redemption Percentage
indicated on the face hereof will be reduced on each anniversary of the
Initial Redemption Date by the Annual Redemption Percentage Reduction
specified on the face hereof until the redemption price of this Note is 100% of
the principal amount hereof, together with interest accrued and unpaid hereon
to the date of redemption.  Notice of redemption shall be mailed to the
registered holders of the Notes designated for redemption at their addresses
as the same shall appear on the Note register not less than 30 nor more than
60 days prior to the date fixed for redemption, subject to all the conditions
and provisions of the Subordinated Indenture.  In the event of redemption of
this Note in part only, a new Note or Notes for the amount of the unredeemed
portion hereof shall be issued in the name of the holder hereof upon the
cancellation hereof.

               Unless otherwise indicated on the face of this Note, this Note
shall not be subject to repayment at the option of the holder prior to the
Maturity Date.  If so indicated on the face of this Note, this Note will be
subject to repayment at the option of the holder on the Optional Repayment
Date or Dates specified on the face hereof on the terms set forth herein.  On
any Optional Repayment Date, this Note will be repayable in whole or in part
in increments of $1,000 or, if this Note is denominated in a Specified
Currency other than U.S. dollars, in increments of 1,000 units of such
Specified Currency (provided that any remaining principal amount hereof shall
not be less than the minimum authorized denomination hereof) at the option of
the holder hereof at a price equal to 100% of the principal amount to be
repaid, together with interest accrued and unpaid hereon to the date of
repayment.  For this Note to be repaid at the option of the holder hereof, the
Paying Agent must receive at its corporate trust office in the Borough of
Manhattan, The City of New York, at least 15 but not more than 30 days prior
to the date of repayment, (i) this Note with the form entitled "Option to Elect
Repayment" below duly completed or (ii) a telegram, telex, facsimile
transmission or a letter from a member of a national securities exchange or
the National Association of Securities Dealers, Inc. or a commercial bank or a
trust company in the United States setting forth the name of the holder of
this Note, the principal amount hereof, the certificate number of this Note or
a description of this Note's tenor and terms, the principal amount hereof to be
repaid, a statement that the option to elect repayment is being exercised
thereby and a guarantee that this Note, together with the form entitled
"Option to Elect Repayment" duly completed, will be received by the Paying
Agent not later than the fifth Business Day after the date of such telegram,
telex, facsimile transmission or letter; provided, that such telegram, telex,
facsimile transmission or letter shall only be effective if this Note and form
duly completed are received by the Paying Agent by such fifth Business Day.
Exercise of such repayment option by the holder hereof shall be irrevocable.
In the event of repayment of this Note in part only, a new Note or Notes for
the amount of the unpaid portion hereof shall be issued in the name of the
holder hereof upon the cancellation hereof.

               This Note will bear interest at the rate determined in
accordance with the applicable provisions below by reference to the Base Rate
shown on the face hereof based on the Index Maturity, if any, shown on the face
hereof (i) plus or minus the Spread, if any, and/or (ii) multiplied by the
Spread Multiplier, if any, specified on the face hereof.  Commencing with the
Initial Interest Reset Date specified on the face hereof, the rate at which
interest on this Note is payable shall be reset as of each Interest Reset Date
(as used herein, the term "Interest Reset Date" shall include the Initial
Interest Reset Date).  The Interest Reset Dates will be the Interest Reset
Dates specified on the face hereof; provided, however, that the interest rate
in effect for the period from the Interest Accrual Date to the Initial
Interest Reset Date will be the Initial Interest Rate.  If any Interest Reset
Date would otherwise be a day that is not a Business Day, such Interest Reset
Date shall be postponed to the next succeeding day that is a Business Day,
except that if the Base Rate specified on the face hereof is LIBOR and such
Business Day is in the next succeeding calendar month, such Interest Reset
Date shall be the next preceding Business Day.  As used herein, "Business Day"
means any day, other than a Saturday or Sunday, that is neither a legal
holiday nor a day on which banking institutions are authorized or required by
law or regulation to close in The City of New York and (i) if this Note bears
interest calculated by reference to LIBOR that is also a London Banking Day,
(ii) if this Note is denominated in a Specified Currency other than U.S.
dollars, Australian dollars or ECUs, in the principal financial center of the
country of the Specified Currency, (iii) if this Note is denominated in
Australian dollars, in Sydney and (iv) if this Note is denominated in ECUs,
that is not a non-ECU clearing day, as determined by the ECU Banking
Association in Paris.

               The Interest Determination Date pertaining to an Interest Reset
Date for Notes bearing interest calculated by reference to the CD Rate,
Commercial Paper Rate, Federal Funds Rate, Prime Rate and CMT Rate will be the
second Business Day next preceding such Interest Reset Date.  The Interest
Determination Date pertaining to an Interest Reset Date for Notes bearing
interest calculated by reference to LIBOR shall be the second London Banking
Day preceding such Interest Reset Date.  As used herein, "London Banking Day"
means any day on which dealings in deposits in the Index Currency (as defined
herein) are transacted in the London interbank market.  The Interest
Determination Date pertaining to an Interest Reset Date for Notes bearing
interest calculated by reference to the Treasury Rate shall be the day of the
week in which such Interest Reset Date falls on which Treasury bills normally
would be auctioned; provided, however, that if as a result of a legal holiday
an auction is held on the Friday of the week preceding such Interest Reset
Date, the related Interest Determination Date shall be such preceding Friday;
and provided, further, that if an auction shall fall on any Interest Reset
Date, then the Interest Reset Date shall instead be the first Business Day
following the date of such auction.

               Unless otherwise specified on the face hereof, the "Calculation
Date" pertaining to an Interest Determination Date will be the earlier of (i)
the tenth calendar day after such Interest Determination Date or, if such day
is not a Business Day, the next succeeding Business Day, or (ii) the Business
Day preceding the applicable Interest Payment Date or Maturity Date (or, with
respect to any principal amount to be redeemed or repaid, any redemption or
repayment date), as the case may be.

               Determination of CD Rate.  If the Base Rate specified on the
face hereof is the CD Rate, the CD Rate with respect to this Note shall be
determined on each Interest Determination Date and shall be the rate on such
date for negotiable certificates of deposit having the Index Maturity
specified on the face hereof as published by the Board of Governors of the
Federal Reserve System in "Statistical Release H.15(519), Selected Interest
Rates," or any successor publication of the Board of Governors of the Federal
Reserve System ("H.15(519)"), under the heading "CDs (Secondary Market)," or,
if not so published by 9:00 A.M., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, the CD Rate will be the rate
on such Interest Determination Date for negotiable certificates of deposit of
the Index Maturity specified on the face hereof as published by the Federal
Reserve Bank of New York in its daily statistical release "Composite 3:30 P.M.
Quotations for U.S. Government Securities" ("Composite Quotations") under the
heading "Certificates of Deposit."  If neither of such rates is published by
3:00 P.M., New York City time, on such Calculation Date, then the CD Rate on
such Interest Determination Date will be calculated by the Calculation Agent
referred to on the face hereof and will be the arithmetic mean of the
secondary market offered rates as of 10:00 A.M., New York City time, on such
Interest Determination Date for certificates of deposit in the denomination of
U.S. $5,000,000 with a remaining maturity closest to the Index Maturity
specified on the face hereof of three leading nonbank dealers in negotiable
U.S. dollar certificates of deposit in The City of New York selected by the
Calculation Agent for negotiable certificates of deposit of major United
States money center banks of the highest credit standing in the market for
negotiable certificates of deposit; provided, however, that if the dealers
selected as aforesaid by the Calculation Agent are not quoting as mentioned in
this sentence, the CD Rate in effect for the applicable period will be the
same as the CD Rate for the immediately preceding Interest Reset Period (or,
if there was no such Interest Reset Period, the rate of interest payable
hereon shall be the Initial Interest Rate).

               Determination of Commercial Paper Rate.  If the Base Rate
specified on the face hereof is the Commercial Paper Rate, the Commercial
Paper Rate with respect to this Note shall be determined on each Interest
Determination Date and shall be the Money Market Yield (as defined herein) of
the rate on such date for commercial paper having the Index Maturity specified
on the face hereof, as such rate shall be published in H.15(519) under the
heading "Commercial Paper," or if not so published prior to 9:00 A.M., New
York City time, on the Calculation Date pertaining to such Interest
Determination Date, the Commercial Paper Rate shall be the Money Market Yield
of the rate on such Interest Determination Date for commercial paper of the
Index Maturity specified on the face hereof as published in Composite
Quotations under the heading "Commercial Paper."  If neither of such rates is
published by 3:00 P.M., New York City time, on such Calculation Date, then the
Commercial Paper Rate shall be the Money Market Yield of the arithmetic mean
of the offered rates as of 11:00 A.M., New York City time, on such Interest
Determination Date of three leading dealers in commercial paper in The City of
New York selected by the Calculation Agent for commercial paper of the Index
Maturity specified on the face hereof, placed for an industrial issuer whose
bond rating is "AA," or the equivalent, from a nationally recognized rating
agency; provided, however, that if the dealers selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence, the
Commercial Paper Rate in effect for the applicable period will be the same as
the Commercial Paper Rate for the immediately preceding Interest Reset Period
(or, if there was no such Interest Reset Period, the rate of interest payable
hereon shall be the Initial Interest Rate).

               "Money Market Yield" shall be the yield calculated in
accordance with the following formula:

               Money Market Yield =    D x 360
                                       ---------------- x 100
                                         360 - (D x M)

where "D" refers to the applicable per annum rate for commercial paper quoted
on a bank discount basis and expressed as a decimal and "M" refers to the
actual number of days in the Index Maturity specified on the face hereof.

               Determination of Federal Funds Rate.  If the Base Rate
specified on the face hereof is the Federal Funds Rate, the Federal Funds Rate
with respect to this Note shall be determined on each Interest Determination
Date and shall be the rate on such date for Federal Funds as published in
H.15(519) under the heading "Federal Funds (Effective)," or, if not so
published by 9:00 A.M., New York City time, on the Calculation Date pertaining
to such Interest Determination Date, the Federal Funds Rate will be the rate
on such Interest Determination Date as published in Composite Quotations under
the heading "Federal Funds/Effective Rate."  If neither of such rates is
published by 3:00 P.M., New York City time, on such Calculation Date, the
Federal Funds Rate for such Interest Determination Date will be calculated by
the Calculation Agent and will be the arithmetic mean of the rates for the
last transaction in overnight Federal funds as of 11:00 A.M., New York City
time, on such Interest Determination Date arranged by three leading brokers in
Federal funds transactions in The City of New York selected by the Calculation
Agent; provided, however, that if the brokers selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence, the Federal
Funds Rate in effect for the applicable period will be the same as the Federal
Funds Rate for the immediately preceding Interest Reset Period (or, if there
was no such Interest Reset Period, the rate of interest payable hereon shall be
the Initial Interest Rate).

               Determination of LIBOR.  If the Base Rate specified on the face
hereof is LIBOR, LIBOR with respect to this Note shall be determined on each
Interest Determination Date as follows:

               (i)   As of the Interest Determination Date, the Calculation
         Agent will determine (a) if "LIBOR Reuters" is specified as the
         Reporting Service on the face hereof, the arithmetic mean of the
         offered rates (unless the specified Designated LIBOR Page (as defined
         below) by its terms provides only for a single rate, in which case
         such single rate shall be used) for deposits in the London interbank
         market in the Index Currency for the period of the Index Maturity
         specified on the face hereof, commencing on the second London Banking
         Day immediately following such Interest Determination Date, which
         appear on the Designated LIBOR Page at approximately 11:00 A.M.,
         London time, on such Interest Determination Date, if at least two
         such offered rates appear (unless, as aforesaid, only a single rate is
         required) on such Designated LIBOR Page, or (b) if "LIBOR Telerate"
         is specified as the Reporting Service on the face hereof, the rate
         for deposits in the Index Currency for the period of the Index
         Maturity, commencing on such Interest Determination Date, that
         appears on the Designated LIBOR Page at approximately 11:00 A.M.,
         London time, on such Interest Determination Date.  If fewer than two
         offered rates appear (if "LIBOR Reuters" is specified as the
         Reporting Service on the face hereof and calculation of LIBOR is
         based on the arithmetic mean of the offered rates) or if no rate
         appears (if the Reporting Service on the face hereof specifies either
         (x) "LIBOR Reuters" and the Designated LIBOR Page by its terms
         provides only for a single rate or (y) "LIBOR Telerate"), LIBOR in
         respect of that Interest Determination Date will be determined as if
         the parties had specified the rate described in (ii) below.

             (ii)    With respect to an Interest Determination Date on which
         fewer than two offered rates appear (if "LIBOR Reuters" is specified
         as the Reporting Service on the face hereof and calculation of LIBOR
         is based on the arithmetic mean of the offered rates) or no rate
         appears (if the Reporting Service on the face hereof specifies either
         (x) "LIBOR Reuters" and the Designated LIBOR Page by its terms
         provides only for a single rate or (y) "LIBOR Telerate"), the
         Calculation Agent will request the principal London offices of each
         of four major reference banks in the London interbank market, as
         selected by the Calculation Agent (after consultation with the
         Issuer), to provide the Calculation Agent with its offered quotations
         for deposits in the Index Currency for the period of the Index
         Maturity specified on the face hereof, commencing on the second
         London Banking Day immediately following such Interest Determination
         Date, to prime banks in the London interbank market at approximately
         11:00 A.M., London time, on such Interest Determination Date and in
         a principal amount equal to an amount of not less than U.S.$1 million
         (or the equivalent in the Index Currency) that is representative of a
         single transaction in such Index Currency in such market at such
         time.  If at least two such quotations are provided, LIBOR will be
         the arithmetic mean of such quotations.  If fewer than two quotations
         are provided, LIBOR in respect of that Interest Determination Date
         will be the arithmetic mean of rates quoted at approximately 11:00
         A.M. (or such other time specified on the face hereof), in the
         applicable principal financial center for the country of the Index
         Currency on such Interest Determination Date, by three major banks in
         such principal financial center selected by the Calculation Agent
         (after consultation with the Issuer) on such Interest Determination
         Date for loans in the Index Currency to leading European banks, for
         the period of the Index Maturity specified on the face hereof
         commencing on the second London Banking Day immediately following
         such Interest Determination Date and in a principal amount of not
         less than U.S.$1 million (or the equivalent in the Index Currency)
         that is representative of a single transaction in such Index Currency
         in such market at such time; provided, however, that if the banks
         selected as aforesaid by the Calculation Agent are not quoting rates
         as mentioned in this sentence, "LIBOR" for such Interest Reset Period
         will be the same as LIBOR for the immediately preceding Interest
         Reset Period (or, if there was no such Interest Reset Period, the
         rate of interest payable on the LIBOR Notes for which LIBOR is being
         determined shall be the Initial Interest Rate).  "Index Currency"
         means the currency (including composite currencies) specified as
         Index Currency on the face hereof.  If no such currency is specified
         as Index Currency on the face hereof, the Index Currency shall be
         U.S. dollars.  "Designated LIBOR Page" means either (a) if "LIBOR
         Reuters" is designated as the Reporting Service on the face hereof,
         the display on the Reuters Monitor Money Rates Service for the
         purpose of displaying the London interbank rates of major banks for
         the applicable Index Currency, or (b) if "LIBOR Telerate" is
         designated as the Reporting Service on the face hereof, the display
         on the Dow Jones Telerate Service for the purpose of displaying the
         London interbank rates of major banks for the applicable Index
         Currency.  If neither LIBOR Reuters nor LIBOR Telerate is specified
         as the Reporting Service on the face hereof, LIBOR for the applicable
         Index Currency will be determined as if LIBOR Telerate (and, if the
         U.S. dollar is the Index Currency, Page 3750) had been specified.

               Determination of Prime Rate.  If the Base Rate specified on the
face hereof is the Prime Rate, the Prime Rate with respect to this Note shall
be determined on each Interest Determination Date and shall be the rate set
forth in H.15(519) for such date opposite the caption "Bank Prime Loan."  If
such rate is not yet published by 9:00 A.M., New York City time, on the
Calculation Date pertaining to such Interest Determination Date, the Prime
Rate for such Interest Determination Date will be the arithmetic mean of the
rates of interest publicly announced by each bank named on the Reuters Screen
NYMF Page (as defined below) as such bank's prime rate or base lending rate as
in effect for such Interest Determination Date as quoted on the Reuters Screen
NYMF Page on such Interest Determination Date, or, if fewer than four such
rates appear on the Reuters Screen NYMF Page for such Interest Determination
Date, the rate shall be the arithmetic mean of the prime rates quoted on the
basis of the actual number of days in the year divided by 360 as of the close
of business on such Interest Determination Date by at least two of the three
major money center banks in The City of New York selected by the Calculation
Agent from which quotations are requested.  If fewer than two quotations are
provided, the Prime Rate shall be calculated by the Calculation Agent and
shall be determined as the arithmetic mean on the basis of the prime rates in
The City of New York by the appropriate number of substitute banks or trust
companies organized and doing business under the laws of the United States, or
any State thereof, in each case having total equity capital of at least U.S.
$500 million and being subject to supervision or examination by Federal or
State authority, selected by the Calculation Agent to quote such rate or
rates.  "Reuters Screen NYMF Page" means the display designated as Page "NYMF"
on the Reuters Monitor Money Rates Service (or such other page as may replace
the NYMF Page on that service for the purpose of displaying prime rates or
base lending rates of major United States banks).

               If in any month or two consecutive months the Prime Rate is not
published in H.15(519) and the banks or trust companies selected as aforesaid
are not quoting as mentioned in the preceding paragraph, the "Prime Rate" for
such Interest Reset Period will be the same as the Prime Rate for the
immediately preceding Interest Reset Period (or, if there was no such Interest
Reset Period, the rate of interest payable hereon shall be the Initial
Interest Rate).  If this failure continues over three or more consecutive
months, the Prime Rate for each succeeding Interest Determination Date until
the maturity or redemption or repayment of this Note or, if earlier, until
this failure ceases, shall be LIBOR determined as if the Base Rate specified
on the face hereof were LIBOR, as if LIBOR Telerate had been specified as the
Reporting Service and U.S. dollars had been specified as the Index Currency and
the Spread, if any, shall be the number of basis points specified on the face
hereof as the "Alternate Rate Event Spread."

               Determination of Treasury Rate.  If the Base Rate specified on
the face hereof is the Treasury Rate, the Treasury Rate with respect to this
Note shall be determined on each Interest Determination Date and shall be the
rate for the auction held on such date of direct obligations of the United
States ("Treasury Bills") having the Index Maturity specified on the face
hereof, as published in H.15(519) under the heading "Treasury Bills--auction
average (investment)," or if not so published by 9:00 A.M., New York City
time, on the Calculation Date pertaining to such Interest Determination Date,
the auction average rate on such Interest Determination Date (expressed as a
bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) as otherwise announced by the United States
Department of the Treasury.  In the event that the results of the auction of
Treasury Bills having the Index Maturity specified on the face hereof are not
published or reported as provided above by 3:00 P.M., New York City time, on
such Calculation Date or if no such auction is held on such Interest
Determination Date, then the Treasury Rate shall be calculated by the
Calculation Agent and shall be a yield to maturity (expressed as a bond
equivalent, on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) calculated using the arithmetic mean of the secondary
market bid rates, as of approximately 3:30 P.M., New York City time, on such
Interest Determination Date, of three leading primary United States government
securities dealers selected by the Calculation Agent for the issue of Treasury
Bills with a remaining maturity closest to the Index Maturity specified on the
face hereof; provided, however, that if the dealers selected as aforesaid by
the Calculation Agent are not quoting as mentioned in this sentence, the
Treasury Rate for such Interest Reset Date will be the same as the Treasury
Rate for the immediately preceding Interest Reset Period (or, if there was no
such Interest Reset Period, the rate of interest payable hereon shall be the
Initial Interest Rate).

               Determination of CMT Rate.  If the Base Rate specified on the
face hereof is the CMT Rate, the CMT Rate with respect to this Note shall be
determined on each Interest Determination Date and shall be the rate displayed
for the Index Maturity specified on the face hereof on Telerate Page 7055 for
"Daily Treasury Constant Maturities and Money Markets/Federal Reserve Board
Release H.15 Monday's Approx. 3:45 P.M. EDT," for such Interest Determination
Date (or such other page as may replace that page on such service for the
purpose of displaying rates or prices comparable to the CMT Rate, as
determined by the Calculation Agent).  If such rate is not available by 3:00
P.M., New York City time, on the Calculation Date pertaining to such Interest
Determination Date, then the CMT Rate for such Interest Determination Date
shall be the bond equivalent yield to maturity of the arithmetic mean (as
calculated by the Calculation Agent) of the secondary market bid rates, as of
3:00 P.M., New York City time, on such Interest Determination Date, reported
by three leading primary United States government securities dealers in The
City of New York selected by the Calculation Agent (after consultation with
the Issuer), for the most recently issued direct noncallable fixed rate
Treasury Bills with an original maturity approximately equal to the Index
Maturity specified on the face hereof; provided, however, that if the dealers
selected as aforesaid by the Calculation Agent are not quoting bid rates as
mentioned in this sentence, the "CMT Rate" in effect for the applicable period
will be the same as the CMT Rate for the immediately preceding Interest Reset
Period (or, if there was no such Interest Reset Period, the rate of interest
payable hereon shall be the Initial Interest Rate).

          Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, specified on the face hereof.  The Calculation Agent
shall calculate the interest rate hereon in accordance with the foregoing on
or before each Calculation Date.  The interest rate on this Note will in no
event be higher than the maximum rate permitted by New York law, as the same
may be modified by United States Federal law of general application.

          At the request of the holder hereof, the Calculation Agent will
provide to the holder hereof the interest rate hereon then in effect and, if
determined, the interest rate that will become effective as of the next
Interest Reset Date.

          Interest payments on this Note will include interest accrued to but
excluding the Interest Payment Dates or the Maturity Date (or any earlier
redemption or repayment date), as the case may be.  Accrued interest hereon
shall be an amount calculated by multiplying the face amount hereof by an
accrued interest factor.  Such accrued interest factor shall be computed by
adding the interest factor calculated for each day in the period for which
interest is being paid.  The interest factor for each such date shall be
computed by dividing the interest rate applicable to such day by 360 if the
Base Rate is CD Rate, Commercial Paper Rate, Federal Funds Rate, Prime Rate or
LIBOR, as specified on the face hereof, or by the actual number of days in the
year if the Base Rate is the Treasury Rate or the CMT Rate, as specified on
the face hereof.  All percentages resulting from any calculation of the rate
of interest on this Note will be rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point (.0000001), with five one-millionths
of a percentage point rounded upward, and all dollar amounts used in or
resulting from such calculation on this Note will be rounded to the nearest
cent (with one-half cent rounded upward).  The interest rate in effect on any
Interest Reset Date will be the applicable rate as reset on such date.  The
interest rate applicable to any other day is the interest rate from the
immediately preceding Interest Reset Date (or, if none, the Initial Interest
Rate).

          This Note and all other obligations of the Issuer hereunder will
constitute part of the subordinated debt of the Issuer, will be issued under
the Subordinated Indenture and will be subordinate and junior in right of
payment, to the extent and in the manner set forth in the Subordinated
Indenture, to all "Senior Indebtedness" of the Issuer.  The Subordinated
Indenture defines "Senior Indebtedness" as obligations (other than
non-recourse obligations, the debt securities, including this Note, issued
under the Subordinated Indenture or any other obligations specifically
designated as being subordinate in right of payment to Senior Indebtedness)
of, or guaranteed or assumed by, the Issuer for borrowed money or evidenced by
bonds, debentures, notes or other similar instruments, and amendments,
renewals, extensions, modifications and refundings of any such indebtedness or
obligation.

          This Note, and any Note or Notes issued upon transfer or exchange
hereof, is issuable only in fully registered form, without coupons, and, if
denominated in U.S. dollars, is issuable only in denominations of U.S. $1,000
and any integral multiple of U.S. $1,000 in excess thereof.  If this Note is
denominated in a Specified Currency other than U.S. dollars, then, unless a
higher minimum denomination is required by applicable law, it is issuable only
in denominations of the equivalent of U.S. $1,000 (rounded down to an integral
multiple of 1,000 units of such Specified Currency), or any amount in excess
thereof which is an integral multiple of 1,000 units of such Specified
Currency, as determined by reference to the noon dollar buying rate in New
York City for cable transfers of such Specified Currency published by the
Federal Reserve Bank of New York (the "Market Exchange Rate") on the Business
Day immediately preceding the date of issuance; provided, however, in the case
of ECUs, the Market Exchange Rate shall be the rate of exchange determined by
the Commission of the European Communities (or any successor thereto) as
published in the Official Journal of the European Communities, or any
successor publication, on the Business Day immediately preceding the date of
issuance.

          Chemical Bank has been appointed registrar for the Notes (the
"Registrar," which term includes any successor registrar appointed by the
Issuer), and the Registrar will maintain at its office in The City of New York
a register for the registration and transfer of Notes.  This Note may be
transferred at the aforesaid office of the Registrar by surrendering this Note
for cancellation, accompanied by a written instrument of transfer in form
satisfactory to the Registrar and duly executed by the registered holder hereof
in person or by the holder's attorney duly authorized in writing, and
thereupon the Registrar shall issue in the name of the transferee or
transferees, in exchange herefor, a new Note or Notes having identical terms
and provisions and having a like aggregate principal amount in authorized
denominations, subject to the terms and conditions set forth herein; provided,
however, that the Registrar will not be required (i) to register the transfer
of or exchange any Note that has been called for redemption in whole or in
part, except the unredeemed portion of Notes being redeemed in part, (ii) to
register the transfer of or exchange any Note if the holder thereof has
exercised his right, if any, to require the Issuer to repurchase such Note in
whole or in part, except the portion of such Note not required to be
repurchased, or (iii) to register the transfer of or exchange Notes to the
extent and during the period so provided in the Subordinated Indenture with
respect to the redemption of Notes.  Notes are exchangeable at said office for
other Notes of other authorized denominations of equal aggregate principal
amount having identical terms and provisions.  All such exchanges and
transfers of Notes will be free of charge, but the Issuer may require payment
of a sum sufficient to cover any tax or other governmental charge in
connection therewith.  All Notes surrendered for exchange shall be accompanied
by a written instrument of transfer in form satisfactory to the Registrar and
executed by the registered holder in person or by the holder's attorney duly
authorized in writing.  The date of registration of any Note delivered upon
any exchange or transfer of Notes shall be such that no gain or loss of
interest results from such exchange or transfer.

          In case any Note shall at any time become mutilated, defaced or be
destroyed, lost or stolen and such Note or evidence of the loss, theft or
destruction thereof (together with the indemnity hereinafter referred to and
such other documents or proof as may be required in the premises) shall be
delivered to the Registrar, a new Note of like tenor will be issued by the
Issuer in exchange for the Note so mutilated or defaced, or in lieu of the
Note so destroyed or lost or stolen, but, in the case of any destroyed or lost
or stolen Note, only upon receipt of evidence satisfactory to the Registrar
and the Issuer that such Note was destroyed or lost or stolen and, if required,
upon receipt also of indemnity satisfactory to each of them.  All expenses and
reasonable charges associated with procuring such indemnity and with the
preparation, authentication and delivery of a new Note shall be borne by the
owner of the Note mutilated, defaced, destroyed, lost or stolen.

          The Subordinated Indenture provides that, (a) if an Event of Default
(as defined in the Subordinated Indenture) due to the default in payment of
principal of, premium, if any, or interest on, any series of debt securities
issued under the Subordinated Indenture, including the series of Subordinated
Medium-Term Notes of which this Note forms a part, or due to the default in the
performance or breach of any other covenant or warranty of the Issuer
applicable to the debt securities of such series but not applicable to all
outstanding debt securities issued under the Subordinated Indenture shall have
occurred and be continuing, either the Trustee or the holders of not less than
25% in principal amount of the debt securities of each affected series (voting
as a single class) may then declare the principal of all debt securities of
all such series and interest accrued thereon to be due and payable immediately
and (b) if an Event of Default due to a default in the performance of any
other of the covenants or agreements in the Subordinated Indenture applicable
to all outstanding debt securities issued thereunder, including this Note, or
due to certain events of bankruptcy, insolvency and reorganization of the
Issuer, shall have occurred and be continuing, either the Trustee or the
holders of not less than 25% in principal amount of all debt securities issued
under the Subordinated Indenture then outstanding (treated as one class) may
declare the principal of all such debt securities and interest accrued thereon
to be due and payable immediately, but upon certain conditions such
declarations may be annulled and past defaults may be waived (except a
continuing default in payment of principal (or premium, if any) or interest on
such debt securities) by the holders of a majority in principal amount of the
debt securities of all affected series then outstanding.

          The Subordinated Indenture permits the Issuer and the Trustee, with
the consent of the holders of not less than a majority in aggregate principal
amount of the debt securities of all series issued under the Subordinated
Indenture then outstanding and affected (voting as one class), to execute
supplemental indentures adding any provisions to or changing in any manner the
rights of the holders of each series so affected; provided that the Issuer and
the Trustee may not, without the consent of the holder of each outstanding
debt security affected thereby, (a) extend the final maturity of any such debt
security, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon, or reduce any amount payable on
redemption or repayment thereof, or change the currency of payment thereof, or
impair or affect the rights of any holder to institute suit for the payment
thereof without the consent of the holder of each debt security so affected;
or (b) reduce the aforesaid percentage in principal amount of debt securities
the consent of the holders of which is required for any such supplemental
indenture, without the consent of the holders of each debt security so
affected; provided, however, that neither this Note nor the Subordinated
Indenture may be amended to alter the subordination provisions hereof or
thereof without the written consent of each holder of Senior Indebtedness then
outstanding that would be adversely affected thereby.

          Except as set forth below, if the principal of, premium, if any, or
interest on, this Note is payable in a Specified Currency other than U.S.
dollars and such Specified Currency is not available to the Issuer for making
payments hereon due to the imposition of exchange controls or other
circumstances beyond the control of the Issuer or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions within the international banking
community, then the Issuer will be entitled to satisfy its obligations to the
holder of this Note by making such payments in U.S. dollars on the basis of
the Market Exchange Rate on the date of such payment or, if the Market Exchange
Rate is not available on such date, as of the most recent practicable date.
Any payment made under such circumstances in U.S. dollars where the required
payment is in a Specified Currency other than U.S. dollars will not constitute
an Event of Default.

               If payment in respect of this Note is required to be made in
ECUs and ECUs are unavailable due to the imposition of exchange controls or
other circumstances beyond the Issuer's control or are no longer used as either
the unit of account of the European Community or as the currency of the
European Union, then all payments in respect of this Note shall be made in
U.S. dollars until ECUs are again available or so used.  The amount of each
payment in U.S. dollars shall be computed on the basis of the equivalent of
the ECU in U.S. dollars, determined as described below, as of the second
Business Day prior to the date on which such payment is due.

               The equivalent of the ECU in U.S. dollars as of any date shall
be determined by the Issuer or its agent on the following basis.  The
component currencies of the ECU for this purpose (the "Components") shall be
the currency amounts that were components of the ECU as of the last date on
which the ECU was used as the unit of account of the European Community.  The
equivalent of the ECU in U.S. dollars shall be calculated by aggregating the
U.S. dollar equivalents of the Components.  The U.S. dollar equivalent of each
of the Components shall be determined by the Issuer or such agent on the basis
of the most recently available Market Exchange Rates for such Components.

               All determinations referred to above made by the Issuer or its
agent shall be at its sole discretion and shall, in the absence of manifest
error, be conclusive to the extent permitted by law for all purposes and
binding on the holder of this Note.

          So long as this Note shall be outstanding, the Issuer will cause to
be maintained an office or agency for the payment of the principal of and
premium, if any, and interest on this Note as herein provided in the Borough of
Manhattan, The City of New York, and an office or agency in said Borough of
Manhattan for the registration, transfer and exchange as aforesaid of the
Notes.  The Issuer may designate other agencies for the payment of said
principal, premium and interest at such place or places (subject to applicable
laws and regulations) as the Issuer may decide.  So long as there shall be
such an agency, the Issuer shall keep the Trustee advised of the names and
locations of such agencies, if any are so designated.

          With respect to moneys paid by the Issuer and held by the Trustee or
any Paying Agent for payment of the principal of or interest or premium, if
any, on any Notes that remain unclaimed at the end of two years after such
principal, interest or premium shall have become due and payable (whether at
maturity or upon call for redemption or otherwise), (i) the Trustee or such
Paying Agent shall notify the holders of such Notes that such moneys shall be
repaid to the Issuer and any person claiming such moneys shall thereafter look
only to the Issuer for payment thereof and (ii) such moneys shall be so repaid
to the Issuer.  Upon such repayment all liability of the Trustee or such Paying
Agent with respect to such moneys shall thereupon cease, without, however,
limiting in any way any obligation that the Issuer may have to pay the
principal of or interest or premium, if any, on this Note as the same shall
become due.

          No provision of this Note or of the Subordinated Indenture shall
alter or impair the obligation of the Issuer, which is absolute and
unconditional, to pay the principal of, premium, if any, and interest on this
Note at the time, place, and rate, and in the coin or currency, herein
prescribed unless otherwise agreed between the Issuer and the registered
holder of this Note.

          Prior to due presentment of this Note for registration of transfer,
the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat
the holder in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and none of the Issuer, the
Trustee or any such agent shall be affected by notice to the contrary.

          No recourse shall be had for the payment of the principal of,
premium, if any, or the interest on this Note, for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Subordinated
Indenture or any indenture supplemental thereto, against any incorporator,
shareholder, officer or director, as such, past, present or future, of the
Issuer or of any successor corporation, either directly or through the Issuer
or any successor corporation, whether by virtue of any constitution, statute
or rule of law or by the enforcement of any assessment or penalty or
otherwise, all such liability being, by the acceptance hereof and as part of
the consideration for the issue hereof, expressly waived and released.

          This Note shall for all purposes be governed by, and construed in
accordance with, the laws of the State of New York.

          All terms used in this Note which are defined in the Subordinated
Indenture and not otherwise defined herein shall have the meanings assigned to
them in the Subordinated Indenture.




                                ABBREVIATIONS



              The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:



          TEN COM-as tenants in common
          TEN ENT-as tenants by the entireties
          JT TEN-as joint tenants with right of survivorship

            and not as tenants in common
        UNIF GIFT MIN ACT-...........Custodian..............
                            (Cust)               (Minor)

        Under Uniform Gifts to Minors Act...................
                                              (State)



               Additional abbreviations may also be used though not in the
above list.

                              __________________



          FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

[PLEASE INSERT SOCIAL SECURITY OR OTHER
    IDENTIFYING NUMBER OF ASSIGNEE]


_______________________________________!
                                       !
                                       !
______________________________________________________________________________

______________________________________________________________________________
[PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING ZIP CODE,
   OF ASSIGNEE]

______________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably

______________________________________________________________________________
constituting and appointing such person attorney to transfer

______________________________________________________________________________
such note on the books of the Issuer, with full power of


______________________________________________________________________________


Dated:_____________________


NOTICE:        The signature to this assignment must correspond with the name
               as written upon the face of the within Note in every particular
               without alteration or enlargement or any change whatsoever.



                           OPTION TO ELECT REPAYMENT


          The undersigned hereby irrevocably requests and instructs the Issuer
to repay the within Note (or portion thereof specified below) pursuant to its
terms at a price equal to the principal amount thereof, together with interest
to the Optional Repayment Date, to the undersigned at

______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________
                          (Please print or typewrite
                     name and address of the undersigned)


          If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof which the holder elects to have repaid:
__________________; and specify the denomination or denominations (which shall
not be less than the minimum authorized denomination) of the Notes to be
issued to the holder for the portion of the within Note not being repaid (in
the absence of any such specification, one such Note will be issued for the
portion not being repaid): __________________________.


Dated:_____________      ___________________________________
                         NOTICE:  The signature on this
                         Option to Elect Repayment must
                         correspond with the name as written
                         upon the face of the within
                         instrument in every particular
                         without alteration or enlargement.

EX-4.I

                                                                 EXHIBIT 4-i

                          [FORM OF FACE OF SECURITY]

                      Senior Variable Rate Renewable Note


REGISTERED                                         REGISTERED
No. SRVRR                                          Cusip
                                                   [PRINCIPAL
                                                   AMOUNT],
                                                   as modified by
                                                   Schedule I





         Unless this certificate is presented by an authorized representative
of The Depository Trust Company (55 Water Street, New York, New York) to the
issuer or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such other name
as requested by an authorized representative of The Depository Trust Company
and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, since the
registered owner hereof, Cede & Co., has an interest herein.


   IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "ORIGINAL YIELD TO MATURITY" AND
   "INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE APPROXIMATE METHOD) SET
   FORTH BELOW HAVE BEEN COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE
   FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.



                           MORGAN STANLEY GROUP INC.
                        SENIOR VARIABLE RATE RENEWABLE
                          MEDIUM-TERM NOTE, SERIES C



BASE RATE:                 ORIGINAL ISSUE DATE:      INTEREST ACCRUAL DATE:

REPORTING SERVICE:

INDEX MATURITY:            INITIAL INTEREST RATE:    INITIAL MATURITY DATE:

SPREAD (PLUS               INITIAL INTEREST RESET

  OR MINUS):                 DATE:                   FINAL MATURITY DATE:

INTEREST PAYMENT           ALTERNATE RATE EVENT      MAXIMUM INTEREST RATE:
  PERIOD:                    SPREAD:

INTEREST PAYMENT           INCREMENTAL SPREAD        MINIMUM INTEREST RATE:
  DATES:                    (PLUS OR MINUS):

INTEREST RESET             SPREAD MULTIPLIER:
  PERIOD:

INCREMENTAL SPREAD         TOTAL AMOUNT OF OID:      INTEREST RESET DATES:
  COMMENCEMENT DATE:

ELECTION DATES:
SPREAD MULTIPLIER:         ORIGINAL YIELD TO         MATURITY EXTENSION
                             MATURITY:                 DATES:

REDEMPTION DATES:          INITIAL ACCRUAL           CALCULATION AGENT:
                           PERIOD OID:

REDEMPTION PERCENTAGE:                               INDEX CURRENCY:

OTHER PROVISIONS:



         Morgan Stanley Group Inc., a Delaware corporation (together with its
successors and assigns, the "Issuer"), for value received, hereby promises to
pay to                                                                     ,
or registered assignees, the principal sum specified in Schedule I
hereto on the Initial Maturity Date specified above or, to the extent the
maturity date of any portion of the principal amount of this Note is extended
in accordance with the procedures set forth below to an Extended Maturity
Date, as defined below, on such Extended Maturity Date (except to the extent
such portion is redeemed prior to such Extended Maturity Date) and to pay
interest on the principal amount hereof outstanding from time to time, from
the Interest Accrual Date specified above at a rate per annum equal to the
Initial Interest Rate specified above until the Initial Interest Reset Date
specified above, and thereafter at a rate per annum determined in accordance
with the provisions specified on the reverse hereof until (a) the principal
hereof is paid or duly made available for payment or (b) this Note has been
cancelled in accordance with the provisions set forth below.

         The Issuer will pay interest in arrears monthly, quarterly,
semiannually or annually as specified above as the Interest Payment Period on
each Interest Payment Date (as specified above), commencing with the first
Interest Payment Date next succeeding the Interest Accrual Date specified
above, and on the Initial Maturity Date or the Extended Maturity Date, as the
case may be (each, a "Maturity Date"), or any redemption date; provided,
however, if the Interest Accrual Date occurs between a Record Date, as defined
below, and the next succeeding Interest Payment Date, interest payments will
commence on the second Interest Payment Date succeeding the Interest Accrual
Date to the registered holder of this Note on the Record Date with respect to
such second Interest Payment Date; provided, further, that if an Interest
Payment Date or the Maturity Date or redemption date would fall on a day that
is not a Business Day, as defined on the reverse hereof, such Interest Payment
Date, Maturity Date or redemption date shall be the following day that is a
Business Day, except that if the Base Rate specified above is LIBOR and such
next Business Day falls in the next calendar month, the Interest Payment Date,
Maturity Date or redemption date shall be the immediately preceding day that
is a Business Day.  As used herein, "Extended Maturity Date" means the
Maturity Extension Date (as specified above) occurring in the month twelve
months after the most recent Election Date on which the maturity of this Note
has been extended pursuant to the provisions set forth below.

         Interest on this Note will accrue from and including the most recent
date to which interest has been paid or duly provided for, or, if no interest
has been paid or duly provided for, from the Interest Accrual Date, until (a)
the principal hereof has been paid or duly made available for payment or (b)
this Note has been cancelled in accordance with the provisions set forth
below.  The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, subject to certain exceptions described
herein, be paid to the person in whose name this Note (or one or more
predecessor Notes) is registered at the close of business on the date 15
calendar days prior to such Interest Payment Date (whether or not a Business
Day) (each such date a "Record Date"); provided, however, that interest
payable on the Maturity Date (or any redemption date) shall be payable to the
person to whom the principal hereof shall be payable.

         On each Election Date, the maturity of this Note shall be extended to
the Maturity Extension Date occurring in the month twelve months following
such Election Date, unless, in any such case, the holder hereof elects to
terminate the automatic extension of the maturity hereof or of any portion
hereof having a principal amount of $1,000 or any larger multiple of $1,000 in
excess thereof by delivering to the Trustee 15 days prior to the applicable
Election Date (i) this Note with the form entitled "Option to Elect
Termination of Automatic Extension" below duly completed or (ii) a telegram,
telex, facsimile transmission or a letter from a member of a national
securities exchange or the National Association of Securities Dealers, Inc. or
a commercial bank or a trust company in the United States of America setting
forth the name of the holder of this Note, the principal amount hereof, the
certificate number of this Note or a description of this Note's tenor or
terms, a statement that the option to elect termination of automatic extension
is being exercised thereby, the principal amount hereof with respect to which
such option is being exercised and a guarantee that this Note with the form
entitled "Option to Elect Termination of Automatic Extension" below duly
completed will be received by the Trustee no later than five Business Days
after the date of such telegram, telex, facsimile transmission or letter;
provided that such telegram, telex, facsimile transmission or letter shall not
be effective unless this Note and such form duly completed are received by the
Trustee by such fifth Business Day.  Such option may be exercised by the
holder for less than the entire principal amount hereof provided that the
principal amount for which such option is not exercised is at least $1,000 or
any larger amount that is an integral multiple of $1,000.  If the option to
terminate the automatic extension of the maturity of any portion hereof is
exercised, a new Note or Notes in the form attached hereto as Exhibit A (each,
a "Short-Term Note") for the principal amount hereof for which such option was
exercised and having as its or their "Maturity Date" (as such term is used in
each such Short-Term Note) the Maturity Extension Date occurring in the month
twelve months after such Election Date shall be issued on such Election Date
in the name of the holder hereof and Schedule I hereto shall be annotated as
of such Election Date to reflect the corresponding decrease in the principal
amount hereof.  If any exercise of the option to terminate the automatic
extension of the maturity hereof causes the principal amount of this Note to be
reduced to zero, this Note shall nevertheless not be cancelled until the date
on which all outstanding Short-Term Notes issued in exchange for this Note
shall have been paid in full.

         Notwithstanding the foregoing, the maturity of this Note shall not be
extended beyond the Final Maturity Date specified above.

         If the holder of any Short-Term Note elects to exchange all or a
portion of such Short-Term Note for an interest in this Note in accordance
with the terms of such Short-Term Note, Schedule I hereto shall be annotated
on the date of such exchange to reflect the corresponding increase in the
principal amount hereof.

         Payment of the principal of this Note, any premium and the interest
due at the Maturity Date (or any redemption date) will be made in immediately
available funds upon surrender of this Note at the office or agency of the
Trustee, as defined on the reverse hereof, maintained for that purpose in the
Borough of Manhattan, The City of New York, or at the office or agency of such
other paying agent as the Issuer may determine.  Payment of the principal of
and premium, if any, and interest on this Note will be made in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however, that
payments of interest, other than interest due at maturity or any date of
redemption, will be made by United States dollar check mailed to the address
of the person entitled thereto as such address shall appear in the Note
register.  A holder of U.S. $10,000,000 or more in aggregate principal amount
of Notes having the same Interest Payment Date will be entitled to receive
payments of interest, other than interest due at maturity or any date of
redemption, by wire transfer of immediately available funds if appropriate
wire transfer instructions have been received by the Trustee in writing not
less than 15 calendar days prior to the applicable Interest Payment Date.

         If this Note ceases to be held by The Depository Trust Company or its
successor or the nominee of The Depository Trust Company or its successor,
this Note will be exchanged for one or more Notes of authorized denominations
having an aggregate principal amount equal to the principal amount of this
Note as then shown on Schedule I hereto, which new Notes shall otherwise have
the same terms as this Note, except that the provisions of such new Notes
regarding the termination of the automatic extension of the maturity thereof
shall be modified to the extent appropriate for notes not required to be held
in a securities depositary; provided that the respective rights and
obligations of the Issuer and the holders of such new Notes shall be the same
in all material respects as the respective rights and obligations of the
Issuer and the holder of this Note.  Such new Notes shall have stated
principal amounts and shall be registered in the names of the persons then
having a beneficial interest in this Note or in the names of their nominees.

         Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

          Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Note
shall not be entitled to any benefit under the Senior Indenture, as defined on
the reverse hereof, or be valid or obligatory for any purpose.


         IN WITNESS WHEREOF, the Issuer has caused this Note to be duly
executed under its corporate seal.


DATED:                         MORGAN STANLEY GROUP INC.



                                 By:______________________
                                     Title:



TRUSTEE'S CERTIFICATE OF AUTHENTICATION

   This is one of the Notes
referred to in the within-
mentioned Senior Indenture.

CHEMICAL BANK,
  as Trustee



By:____________________________
      Authorized Officer



                         [FORM OF REVERSE OF SECURITY]


         This Note is one of a duly authorized issue of the Senior Medium-Term
Notes, Series C, having maturities more than nine months from the date of
issue (the "Notes") of the Issuer.  The Notes are issuable under a Senior
Indenture, dated as of April 15, 1989, as supplemented by a First Supplemental
Indenture dated as of May 15, 1991 (as so supplemented, the "Senior
Indenture"), between the Issuer and Chemical Bank, as Trustee (the "Trustee,"
which term includes any successor trustee under the Senior Indenture), to
which Senior Indenture and all indentures supplemental thereto reference is
hereby made for a statement of the respective rights, limitations of rights,
duties and immunities of the Issuer, the Trustee and holders of the Notes and
the terms upon which the Notes are, and are to be, authenticated and
delivered.  The terms of individual Notes may vary with respect to interest
rates, interest rate formulas, issue dates, maturity dates, or otherwise, all
as provided in the Senior Indenture.  To the extent not inconsistent herewith,
the terms of the Senior Indenture are hereby incorporated by reference herein.

         This Note will not be subject to any sinking fund and, unless
otherwise provided on the face hereof in accordance with the provisions of the
following paragraph, will not be redeemable prior to maturity.

         Unless otherwise indicated on the face of this Note, this Note may
not be redeemed prior to the Maturity Date.  If so indicated on the face of
this Note, this Note may be redeemed in whole or in part at the option of the
Issuer on the Redemption Dates specified on the face hereof on the terms set
forth on the face hereof, together with interest accrued and unpaid hereon to
the date of redemption.  Notice of redemption shall be mailed to the
registered holders of the Notes designated for redemption at their addresses
as the same shall appear on the Note register not less than 180 nor more than
210 days prior to the date fixed for redemption, subject to all the conditions
and provisions of the Senior Indenture.  In the event of redemption of this
Note in part only, a new Note or Notes for the amount of the unredeemed portion
hereof shall be issued in the name of the holder hereof upon the cancellation
hereof.

         This Note will bear interest at the rate determined in accordance
with the applicable provisions below by reference to the Base Rate specified
on the face hereof based on the Index Maturity, if any, specified on the face
hereof (i) (A) plus or minus the Spread, if any, specified on the face hereof
and (B) for any period on or after the Incremental Spread Commencement Date,
if any, specified on the face hereof, plus or minus the Incremental Spread,
if any, specified on the face hereof or (ii) multiplied by the Spread
Multiplier, if any, specified on the face hereof.  Commencing with the Initial
Interest Reset Date specified on the face hereof, the rate at which interest
on this Note is payable shall be reset as of each Interest Reset Date (as used
herein, the term "Interest Reset Date" shall include the Initial Interest Reset
Date).  The Interest Reset Dates will be the Interest Reset Dates specified on
the face hereof; provided, however, that the interest rate in effect for the
period from the Interest Accrual Date to the Initial Interest Reset Date
specified on the face hereof will be the Initial Interest Rate.  If any
Interest Reset Date would otherwise be a day that is not a Business Day, such
Interest Reset Date shall be postponed to the next succeeding day that is a
Business Day, except that if the Base Rate specified on the face hereof is
LIBOR and such Business Day is in the next succeeding calendar month, such
Interest Reset Date shall be the next preceding Business Day.  As used herein,
"Business Day" means any day, other than a Saturday or Sunday, that is neither
a legal holiday nor a day on which banking institutions are authorized or
required by law or regulation to close in The City of New York and, with
respect to Notes bearing interest calculated by reference to LIBOR, in the
City of London.

         The Interest Determination Date pertaining to an Interest Reset Date
for Notes bearing interest calculated by reference to the CD Rate, Commercial
Paper Rate, Federal Funds Rate, Prime Rate and CMT Rate will be the second
Business Day next preceding such Interest Reset Date.  The Interest
Determination Date pertaining to an Interest Reset Date for Notes bearing
interest calculated by reference to LIBOR shall be the second London Banking
Day preceding such Interest Reset Date.  As used herein, "London Banking Day"
means any day on which dealings in deposits in the Index Currency (as defined
herein) are transacted in the London interbank market.  The Interest
Determination Date pertaining to an Interest Reset Date for Notes bearing
interest calculated by reference to the Treasury Rate shall be the day of the
week in which such Interest Reset Date falls on which Treasury bills normally
would be auctioned; provided, however, that if as a result of a legal holiday
an auction is held on the Friday of the week preceding such Interest Reset
Date, the related Interest Determination Date shall be such preceding Friday;
and provided, further, that if an auction shall fall on any Interest Reset
Date, then the Interest Reset Date shall instead be the first Business Day
following the date of such auction.

         Unless otherwise specified on the face hereof, the "Calculation Date"
pertaining to an Interest Determination Date will be the earlier of (i) the
tenth calendar day after such Interest Determination Date or, if such day is
not a Business Day, the next succeeding Business Day, or (ii) the Business Day
preceding the applicable Interest Payment Date or Maturity Date (or, with
respect to any principal amount to be redeemed or repaid, any redemption or
repayment date), as the case may be.

         Determination of CD Rate.  If the Base Rate specified on the face
hereof is the CD Rate, the CD Rate with respect to this Note shall be
determined on each Interest Determination Date and shall be the rate on such
date for negotiable certificates of deposit having the Index Maturity
specified on the face hereof as published by the Board of Governors of the
Federal Reserve System in "Statistical Release H.15(519), Selected Interest
Rates," or any successor publication of the Board of Governors of the Federal
Reserve System ("H.15(519)"), under the heading "CDs (Secondary Market)," or,
if not so published by 9:00 A.M., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, the CD Rate will be the rate
on such Interest Determination Date for negotiable certificates of deposit of
the Index Maturity specified on the face hereof as published by the Federal
Reserve Bank of New York in its daily statistical release "Composite 3:30 P.M.
Quotations for U.S. Government Securities" ("Composite Quotations") under the
heading "Certificates of Deposit."  If neither of such rates is published by
3:00 P.M., New York City time, on such Calculation Date, then the CD Rate on
such Interest Determination Date will be calculated by the Calculation Agent
referred to on the face hereof and will be the arithmetic mean of the
secondary market offered rates as of 10:00 A.M., New York City time, on such
Interest Determination Date for certificates of deposit in the denomination of
$5,000,000 with a remaining maturity closest to the Index Maturity specified
on the face hereof of three leading nonbank dealers in negotiable U.S. dollar
certificates of deposit in The City of New York selected by the Calculation
Agent for negotiable certificates of deposit of major United States money
center banks of the highest credit standing in the market for negotiable
certificates of deposit; provided, however, that if the dealers selected as
aforesaid by the Calculation Agent are not quoting as mentioned in this
sentence, the CD Rate in effect for the applicable period will be the same as
the CD Rate for the immediately preceding Interest Reset Period (or, if there
was no such Interest Reset Period, the rate of interest payable hereon shall
be the Initial Interest Rate).

         Determination of Commercial Paper Rate.  If the Base Rate specified
on the face hereof is the Commercial Paper Rate, the Commercial Paper Rate
with respect to this Note shall be determined on each Interest Determination
Date and shall be the Money Market Yield (as defined herein) of the rate on
such date for commercial paper having the Index Maturity specified on the face
hereof, as such rate shall be published in H.15(519) under the heading
"Commercial Paper," or if not so published prior to 9:00 A.M., New York City
time, on the Calculation Date pertaining to such Interest Determination Date,
the Commercial Paper Rate shall be the Money Market Yield of the rate on such
Interest Determination Date for commercial paper of the Index Maturity
specified on the face hereof as published in Composite Quotations under the
heading "Commercial Paper."  If neither of such rates is published by 3:00
P.M., New York City time, on such Calculation Date, then the Commercial Paper
Rate shall be the Money Market Yield of the arithmetic mean of the offered
rates as of 11:00 A.M., New York City time, on such Interest Determination
Date of three leading dealers in commercial paper in The City of New York
selected by the Calculation Agent for commercial paper of the Index Maturity
specified on the face hereof, placed for an industrial issuer whose bond
rating is "AA," or the equivalent, from a nationally recognized rating agency;
provided, however, that if the dealers selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence, the
Commercial Paper Rate in effect for the applicable period will be the same as
the Commercial Paper Rate for the immediately preceding Interest Reset Period
(or, if there was no such Interest Reset Period, the rate of interest payable
hereon shall be the Initial Interest Rate).

         "Money Market Yield" shall be the yield calculated in accordance with
the following formula:

         Money Market Yield =         D x 360
                                 ---------------- x 100
                                   360 - (D x M)

where "D" refers to the applicable per annum rate for commercial paper quoted
on a bank discount basis and expressed as a decimal and "M" refers to the
actual number of days in the interest period for which interest is being
calculated.

         Determination of Federal Funds Rate.  If the Base Rate specified on
the face hereof is the Federal Funds Rate, the Federal Funds Rate with respect
to this Note shall be determined on each Interest Determination Date and shall
be the rate on such date for Federal Funds as published in H.15(519) under the
heading "Federal Funds (Effective)," or, if not so published by 9:00 A.M., New
York City time, on the Calculation Date pertaining to such Interest
Determination Date, the Federal Funds Rate will be the rate on such Interest
Determination Date as published in Composite Quotations under the heading
"Federal Funds/Effective Rate."  If neither of such rates is published by 3:00
P.M., New York City time, on such Calculation Date, the Federal Funds Rate for
such Interest Determination Date will be calculated by the Calculation Agent
and will be the arithmetic mean of the rates for the last transaction in
overnight Federal funds as of 11:00 A.M., New York City time, on such Interest
Determination Date arranged by three leading brokers in Federal funds
transactions in The City of New York selected by the Calculation Agent;
provided, however, that if the brokers selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence, the Federal
Funds Rate in effect for the applicable period will be the same as the Federal
Funds Rate for the immediately preceding Interest Reset Period (or, if there
was no such Interest Reset Period, the rate of interest payable hereon shall
be the Initial Interest Rate).

         Determination of LIBOR.  If the Base Rate specified on the face
hereof is LIBOR, LIBOR with respect to this Note shall be determined on each
Interest Determination Date as follows:

         (i)   As of the Interest Determination Date, the Calculation Agent
   will determine (a) if "LIBOR Reuters" is specified as the Reporting Service
   on the face hereof, the arithmetic mean of the offered rates (unless the
   specified Designated LIBOR Page (as defined below) by its terms provides
   only for a single rate, in which case such single rate shall be used) for
   deposits in the London interbank market in the Index Currency for the
   period of the Index Maturity specified on the face hereof, commencing on
   the second London Banking Day immediately following such Interest
   Determination Date, which appear on the Designated LIBOR Page at
   approximately 11:00 A.M., London time, on such Interest Determination Date,
   if at least two such offered rates appear (unless, as aforesaid, only a
   single rate is required) on such Designated LIBOR Page, or (b) if "LIBOR
   Telerate" is specified as the Reporting Service on the face hereof, the rate
   for deposits in the Index Currency for the period of the Index Maturity,
   commencing on such Interest Determination Date, that appears on the
   Designated LIBOR Page at approximately 11:00 A.M., London time, on such
   Interest Determination Date.  If fewer than two offered rates appear (if
   "LIBOR Reuters" is specified as the Reporting Service on the face hereof and
   calculation of LIBOR is based on the arithmetic mean of the offered rates)
   or if no rate appears (if the Reporting Service on the face hereof
   specifies either (x) "LIBOR Reuters" and the Designated LIBOR Page by its
   terms provides only for a single rate or (y) "LIBOR Telerate"), LIBOR in
   respect of that Interest Determination Date will be determined as if the
   parties had specified the rate described in (ii) below.

         (ii)  With respect to an Interest Determination Date on which fewer
   than two offered rates appear (if "LIBOR Reuters" is specified as the
   Reporting Service on the face hereof and calculation of LIBOR is based on
   the arithmetic mean of the offered rates) or no rate appears (if the
   Reporting Service on the face hereof specifies either (x) "LIBOR Reuters"
   and the Designated LIBOR Page by its terms provides only for a single rate
   or (y) "LIBOR Telerate"), the Calculation Agent will request the principal
   London offices of each of four major reference banks in the London
   interbank market, as selected by the Calculation Agent (after consultation
   with the Issuer), to provide the Calculation Agent with its offered
   quotations for deposits in the Index Currency for the period of the Index
   Maturity specified on the face hereof, commencing on the second London
   Banking Day immediately following such Interest Determination Date, to
   prime banks in the London interbank market at approximately 11:00 A.M.,
   London time, on such Interest Determination Date and in a principal amount
   equal to an amount of not less than U.S.$1 million (or the equivalent in
   the Index Currency) that is representative of a single transaction in such
   Index Currency in such market at such time.  If at least two such
   quotations are provided, LIBOR will be the arithmetic mean of such
   quotations.  If fewer than two quotations are provided, LIBOR in respect of
   that Interest Determination Date will be the arithmetic mean of rates quoted
   at approximately 11:00 A.M. (or such other time specified on the face
   hereof), in the applicable principal financial center for the country of
   the Index Currency on such Interest Determination Date, by three major
   banks in such principal financial center selected by the Calculation Agent
   (after consultation with the Issuer) on such Interest Determination Date
   for loans in the Index Currency to leading European banks, for the period
   of the Index Maturity specified on the face hereof commencing on the second
   London Banking Day immediately following such Interest Determination Date
   and in a principal amount of not less than U.S.$1 million (or the
   equivalent in the Index Currency) that is representative of a single
   transaction in such Index Currency in such market at such time; provided,
   however, that if the banks selected as aforesaid by the Calculation Agent
   are not quoting rates as mentioned in this sentence, "LIBOR" for such
   Interest Reset Period will be the same as LIBOR for the immediately
   preceding Interest Reset Period (or, if there was no such Interest Reset
   Period, the rate of interest payable on the LIBOR Notes for which LIBOR is
   being determined shall be the Initial Interest Rate).  "Index Currency"
   means the currency (including composite currencies) specified as Index
   Currency on the face hereof.  If no such currency is specified as Index
   Currency on the face hereof, the Index Currency shall be U.S. dollars.
   "Designated LIBOR Page" means either (a) if "LIBOR Reuters" is designated
   as the Reporting Service on the face hereof, the display on the Reuters
   Monitor Money Rates Service for the purpose of displaying the London
   interbank rates of major banks for the applicable Index Currency, or (b) if
   "LIBOR Telerate" is designated as the Reporting Service on the face hereof,
   the display on the Dow Jones Telerate Service for the purpose of displaying
   the London interbank rates of major banks for the applicable Index
   Currency.  If neither LIBOR Reuters nor LIBOR Telerate is specified as the
   Reporting Service on the face hereof, LIBOR for the applicable Index
   Currency will be determined as if LIBOR Telerate (and, if the U.S. dollar
   is the Index Currency, Page 3750) had been specified.

         Determination of Prime Rate.  If the Base Rate specified on the face
hereof is the Prime Rate, the Prime Rate with respect to this Note shall be
determined on each Interest Determination Date and shall be the rate set forth
in H.15(519) for such date opposite the caption "Bank Prime Loan."  If such
rate is not yet published by 9:00 A.M., New York City time, on the Calculation
Date pertaining to such Interest Determination Date, the Prime Rate for such
Interest Determination Date will be the arithmetic mean of the rates of
interest publicly announced by each bank named on the Reuters Screen NYMF Page
as such bank's prime rate or base lending rate as in effect for such Interest
Determination Date as quoted on the Reuters Screen NYMF Page on such Interest
Determination Date, or, if fewer than four such rates appear on the Reuters
Screen NYMF Page for such Interest Determination Date, the rate shall be the
arithmetic mean of the prime rates quoted on the basis of the actual number of
days in the year divided by 360 as of the close of business on such Interest
Determination Date by at least two of the three major money center banks in
The City of New York selected by the Calculation Agent from which quotations
are requested.  If fewer than two quotations are provided, the Prime Rate
shall be calculated by the Calculation Agent and shall be determined as the
arithmetic mean on the basis of the prime rates in The City of New York by the
appropriate number of substitute banks or trust companies organized and doing
business under the laws of the United States, or any State thereof, in each
case having total equity capital of at least U.S. $500 million and being
subject to supervision or examination by Federal or State authority, selected
by the Calculation Agent to quote such rate or rates.

         If in any month or two consecutive months the Prime Rate is not
published in H.15(519) and the banks or trust companies selected as aforesaid
are not quoting as mentioned in the preceding paragraph, the "Prime Rate" for
such Interest Reset Period will be the same as the Prime Rate for the
immediately preceding Interest Reset Period (or, if there was no such Interest
Reset Period, the rate of interest payable hereon shall be the Initial Interest
Rate).  If this failure continues over three or more consecutive months, the
Prime Rate for each succeeding Interest Determination Date until the maturity
or redemption of this Note or, if earlier, until this failure ceases, shall be
LIBOR determined as if the Base Rate specified on the face hereof were LIBOR,
as if LIBOR Telerate had been specified as the Reporting Service and U.S.
dollars had been specified as the Index Currency and the Spread, if any, shall
be the number of basis points specified on the face hereof as the "Alternate
Rate Event Spread."

         Determination of Treasury Rate.  If the Base Rate specified on the
face hereof is the Treasury Rate, the Treasury Rate with respect to this Note
shall be determined on each Interest Determination Date and shall be the rate
for the auction held on such date of direct obligations of the United States
("Treasury Bills") having the Index Maturity specified on the face hereof, as
published in H.15(519) under the heading "Treasury Bills--auction average
(investment)," or if not so published by 9:00 A.M., New York City time, on the
Calculation Date pertaining to such Interest Determination Date, the auction
average rate on such Interest Determination Date (expressed as a bond
equivalent, on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) as otherwise announced by the United States
Department of the Treasury.  In the event that the results of the auction of
Treasury Bills having the Index Maturity specified on the face hereof are not
published or reported as provided above by 3:00 P.M., New York City time, on
such Calculation Date or if no such auction is held on such Interest
Determination Date, then the Treasury Rate shall be calculated by the
Calculation Agent and shall be a yield to maturity (expressed as a bond
equivalent, on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) calculated using the arithmetic mean of the
secondary market bid rates, as of approximately 3:30 P.M., New York City time,
on such Interest Determination Date, of three leading primary United States
government securities dealers selected by the Calculation Agent for the issue
of Treasury Bills with a remaining maturity closest to the Index Maturity
specified on the face hereof; provided, however, that if the dealers selected
as aforesaid by the Calculation Agent are not quoting as mentioned in this
sentence, the Treasury Rate for such Interest Reset Date will be the same as
the Treasury Rate for the immediately preceding Interest Reset Period (or, if
there was no such Interest Reset Period, the rate of interest payable hereon
shall be the Initial Interest Rate).

         Determination of CMT Rate.  If the Base Rate specified on the face
hereof is the CMT Rate, the CMT Rate with respect to this Note shall be
determined on each Interest Determination Date and shall be the rate displayed
for the Index Maturity specified on the face hereof on Telerate Page 7055 for
"Daily Treasury Constant Maturities and Money Markets/Federal Reserve Board
Release H.15 Monday's Approx. 3:45 P.M. EDT," for such Interest Determination
Date (or such other page as may replace that page on such service for the
purpose of displaying rates or prices comparable to the CMT Rate, as
determined by the Calculation Agent).  If such rate is not available by 3:00
P.M., New York City time, on the Calculation Date pertaining to such Interest
Determination Date, then the CMT Rate for such Interest Determination Date
shall be the bond equivalent yield to maturity of the arithmetic mean (as
calculated by the Calculation Agent) of the secondary market bid rates, as of
3:00 P.M., New York City time, on such Interest Determination Date, reported
by three leading primary United States government securities dealers in The
City of New York selected by the Calculation Agent (after consultation with
the Issuer), for the most recently issued direct noncallable fixed rate
Treasury Bills with an original maturity approximately equal to the Index
Maturity specified on the face hereof; provided, however, that if the dealers
selected as aforesaid by the Calculation Agent are not quoting bid rates as
mentioned in this sentence, the "CMT Rate" in effect for the applicable period
will be the same as the CMT Rate for the immediately preceding Interest Reset
Period (or, if there was no such Interest Reset Period, the rate of interest
payable hereon shall be the Initial Interest Rate).

         Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, specified on the face hereof.  The Calculation Agent
shall calculate the interest rate hereon in accordance with the foregoing on
or before each Calculation Date.  The interest rate on this Note will in no
event be higher than the maximum rate permitted by New York law, as the same
may be modified by United States Federal law of general application.

         At the request of the holder hereof, the Calculation Agent will
provide to the holder hereof the interest rate hereon then in effect and, if
determined, the interest rate that will become effective as of the next
Interest Reset Date.

         Interest payments on this Note will include interest accrued to but
excluding the Interest Payment Dates or Maturity Date (or any earlier
redemption date), as the case may be.  Accrued interest hereon for any period
shall be the sum of the products obtained by multiplying the interest factor
calculated for each day in such period by the principal amount hereof shown on
Schedule I hereto for each such day; provided that for the purpose of
calculating the amount of interest payable hereon, any decrease in the
principal amount hereof attributable to an exercise of the option to terminate
the automatic extension of the maturity hereof shall be effective on and as of
the Election Date corresponding to the exercise of such option, and any
increase in the principal amount hereof shall be effective on and as of the
Interest Payment Date immediately preceding the date of such increase.  The
interest factor for each such day shall be computed by dividing the interest
rate applicable to such day by 360 if the Base Rate is CD Rate, Commercial
Paper Rate, Federal Funds Rate, Prime Rate or LIBOR, as specified on the face
hereof, or by the actual number of days in the year if the Base Rate is the
Treasury Rate or the CMT Rate, as specified on the face hereof.  All
percentages resulting from any calculation of the rate of interest on this
Note will be rounded, if necessary, to the nearest one hundred-thousandth of a
percentage point (.0000001), with five one-millionths of a percentage point
rounded upward, and all dollar amounts used in or resulting from such
calculation on this Note will be rounded to the nearest cent (with one-half
cent rounded upward).  The interest rate in effect on any Interest Reset Date
will be the applicable rate as reset on such date.  The interest rate
applicable to any other day is the interest rate from the immediately
preceding Interest Reset Date (or, if none, the Initial Interest Rate).

         This Note, and all the obligations of the Issuer hereunder are
direct, unsecured obligations of the Issuer and rank without preference or
priority among themselves and pari passu with all other existing and future
unsecured and unsubordinated indebtedness of the Issuer, subject to certain
statutory exceptions in the event of liquidation upon insolvency.

         This Note, and any Note or Notes issued upon transfer or exchange
hereof, is issuable only in fully registered form, without coupons, and is
issuable only in denominations of U.S. $1,000 and any integral multiple of
U.S. $1,000 in excess thereof.

          The Trustee has been appointed registrar for the Notes, and the
Trustee will maintain at its office in The City of New York a register for the
registration and transfer of Notes.  This Note may be transferred at the
aforesaid office of the Trustee by surrendering this Note for cancellation,
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and duly executed by the registered holder hereof in person or by the
holder's attorney duly authorized in writing, and thereupon the Trustee shall
issue in the name of the transferee or transferees, in exchange herefor, a new
Note or Notes having identical terms and provisions and having a like
aggregate principal amount in authorized denominations, subject to the terms
and conditions set forth herein; provided, however, that the Trustee will not
be required (i) to register the transfer of or exchange any Note that has been
called for redemption in whole or in part, except the unredeemed portion of
Notes being redeemed in part, (ii) to register the transfer of or exchange any
Note if the holder thereof has exercised his right, if any, to require the
Issuer to repurchase such Note in whole or in part, except the portion of such
Note not required to be repurchased or (iii) to register the transfer of or
exchange Notes to the extent and during the period so provided in the Senior
Indenture with respect to the redemption of Notes.  Notes are exchangeable at
said office for other Notes of other authorized denominations of equal
aggregate principal amount having identical terms and provisions.  All such
exchanges and transfers of Notes will be free of charge, but the Issuer may
require payment of a sum sufficient to cover any tax or other governmental
charge in connection therewith.  All Notes surrendered for exchange shall be
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and executed by the registered holder in person or by the holder's
attorney duly authorized in writing.  The date of registration of any Note
delivered upon any exchange or transfer of Notes shall be such that no gain or
loss of interest results from such exchange or transfer.

         In case any Note shall at any time become mutilated, defaced or be
destroyed, lost or stolen and such Note or evidence of the loss, theft or
destruction thereof (together with the indemnity hereinafter referred to and
such other documents or proof as may be required in the premises) shall be
delivered to the Trustee, a new Note of like tenor will be issued by the
Issuer in exchange for the Note so mutilated or defaced, or in lieu of the
Note so destroyed or lost or stolen, but, in the case of any destroyed or lost
or stolen Note, only upon receipt of evidence satisfactory to the Trustee and
the Issuer that such Note was destroyed or lost or stolen and, if required,
upon receipt also of indemnity satisfactory to each of them.  All expenses and
reasonable charges associated with procuring such indemnity and with the
preparation, authentication and delivery of a new Note shall be borne by the
owner of the Note mutilated, defaced, destroyed, lost or stolen.

         The Senior Indenture provides that, (a) if an Event of Default (as
defined in the Senior Indenture) due to the default in payment of principal
of, premium, if any, or interest on, any series of debt securities issued
under the Senior Indenture, including the series of Senior Medium-Term Notes
of which this Note forms a part, or due to the default in the performance or
breach of any other covenant or warranty of the Issuer applicable to the debt
securities of such series but not applicable to all outstanding debt
securities issued under the Senior Indenture shall have occurred and be
continuing, either the Trustee or the holders of not less than 25% in
principal amount of the debt securities of each affected series (voting as a
single class) may then declare the principal of all debt securities of all
such series and interest accrued thereon to be due and payable immediately and
(b) if an Event of Default due to a default in the performance of any other of
the covenants or agreements in the Senior Indenture applicable to all
outstanding debt securities issued thereunder, including this Note, or due to
certain events of bankruptcy, insolvency and reorganization of the Issuer,
shall have occurred and be continuing, either the Trustee or the holders of
not less than 25% in principal amount of all debt securities issued under the
Senior Indenture then outstanding (treated as one class) may declare the
principal of all such debt securities and interest accrued thereon to be due
and payable immediately, but upon certain conditions such declarations may be
annulled and past defaults may be waived (except a continuing default in
payment of principal (or premium, if any) or interest on such debt securities)
by the holders of a majority in principal amount of the debt securities of all
affected series then outstanding.

         The Senior Indenture permits the Issuer and the Trustee, with the
consent of the holders of not less than a majority in aggregate principal
amount of the debt securities of all series issued under the Senior Indenture
then outstanding and affected (voting as one class), to execute supplemental
indentures adding any provisions to or changing in any manner the rights of the
holders of each series so affected; provided that the Issuer and the Trustee
may not, without the consent of the holder of each outstanding debt security
affected thereby, (a) extend the final maturity of any such debt security, or
reduce the principal amount thereof, or reduce the rate or extend the time of
payment of interest thereon, or reduce any amount payable on redemption
thereof, or change the currency of payment thereof, or impair or affect the
rights of any holder to institute suit for the payment thereof without the
consent of the holder of each debt security so affected; or (b) reduce the
aforesaid percentage in principal amount of debt securities the consent of the
holders of which is required for any such supplemental indenture, without the
consent of the holders of each debt security so affected.

         So long as this Note shall be outstanding, the Issuer will cause to
be maintained an office or agency for the payment of the principal of and
premium, if any, and interest on this Note as herein provided in the Borough
of Manhattan, The City of New York, and an office or agency in said Borough of
Manhattan for the registration, transfer and exchange as aforesaid of the
Notes.  The Issuer may designate other agencies for the payment of said
principal, premium and interest at such place or places (subject to applicable
laws and regulations) as the Issuer may decide.  So long as there shall be
such an agency, the Issuer shall keep the Trustee advised of the names and
locations of such agencies, if any are so designated.

         With respect to moneys paid by the Issuer and held by the Trustee for
the payment of the principal of or interest or premium, if any, on any Notes
that remain unclaimed at the end of two years after such principal, interest
or premium shall have become due and payable (whether at maturity or upon call
for redemption or otherwise), (i) the Trustee shall notify the holders of such
Notes that such moneys shall be repaid to the Issuer and any person claiming
such moneys shall thereafter look only to the Issuer for payment thereof and
(ii) such moneys shall be so repaid to the Issuer.  Upon such repayment all
liability of the Trustee with respect to such moneys shall thereupon cease,
without, however, limiting in any way any obligation that the Issuer may have
to pay the principal of or interest or premium, if any, on this Note as the
same shall become due.

         No provision of this Note or of the Senior Indenture shall alter or
impair the obligation of the Issuer, which is absolute and unconditional, to
pay the principal of, premium, if any, and interest on this Note at the time,
place, and rate, and in the coin or currency, herein prescribed unless
otherwise agreed between the Issuer and the registered holder of this Note.

         Prior to due presentment of this Note for registration of transfer,
the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat
the holder in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and none of the Issuer, the
Trustee or any such agent shall be affected by notice to the contrary.

         No recourse shall be had for the payment of the principal of,
premium, if any, or the interest on this Note, for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Senior Indenture
or any indenture supplemental thereto, against any incorporator, shareholder,
officer or director, as such, past, present or future, of the Issuer or of any
successor corporation, either directly or through the Issuer or any successor
corporation, whether by virtue of any constitution, statute or rule of law or
by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.

         This Note shall for all purposes be governed by, and construed in
accordance with, the laws of the State of New York.

         All terms used in this Note which are defined in the Senior Indenture
and not otherwise defined herein shall have the meanings assigned to them in
the Senior Indenture.


                                 ABBREVIATIONS



         The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

         TEN COM-as tenants in common
         TEN ENT-as tenants by the entireties
         JT TEN-as joint tenants with right of survivorship
           and not as tenants in common


         UNIF GIFT MIN ACT-...........Custodian..............
                              (Cust)                  (Minor)

         Under Uniform Gifts to Minors Act...................
                                                      (State)

         Additional abbreviations may also be used though not in the above
list.




         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto


[PLEASE INSERT SOCIAL SECURITY OR OTHER
    IDENTIFYING NUMBER OF ASSIGNEE]







[PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING ZIP CODE,
   OF ASSIGNEE]

the within Note and all rights thereunder, hereby irrevocably

constituting and appointing such person attorney to transfer

such note on the books of the Issuer, with full power of

substitution in the premises.


Dated:_____________________


NOTICE:  The signature to this assignment must correspond with the
           name as written upon the face of the within Note in every
           particular without alteration or enlargement or any change
           whatsoever.


                OPTION TO ELECT TERMINATION OF AUTOMATIC EXTENSION


         The undersigned hereby elects to terminate the automatic extension of
the maturity of the within Note (or the portion thereof specified below) with
the effect provided in the within Note by surrendering the within Note to the
Trustee at Chemical Bank, 55 Water Street, New York, New York 10041,
Attention:  Corporate Trustee Administration Department, or such other address
of which the Issuer shall from time to time notify the holders of the Notes,
together with this form of "Option to Elect Termination of Automatic
Extension" duly completed by the holder of the within Note.

         If the automatic extension of the maturity of less than the entire
principal amount of the within Note is to be terminated, specify the portion
thereof (which shall be $1,000 or an integral multiple of $1,000 in excess
thereof) as to which the holder elects to terminate the automatic extension of
the maturity $______; and specify the denomination or denominations (which
shall be $1,000 or an integral multiple of $1,000 in excess thereof) of the
Notes in the form attached to the within Note as Exhibit A to be issued to the
holder for the portion of the within Note as to which the automatic extension
of maturity is being terminated (in the absence of any such specification one
such Note will be issued for the portion as to which the automatic extension
of maturity is being terminated) $__________.



Dated:_______________          ________________________________
                                 NOTICE:  The signature on this
                                 Option to Elect Termination
                                 of Automatic Extension must
                                 correspond with the name as
                                 written upon the face of the
                                 within Note in every particular,
                                 without alteration or enlargement
                                 or any change whatever.


                                                               SCHEDULE I




                             SCHEDULE OF EXCHANGES



         The initial principal amount of this Note is $__________.  The
following exchanges of a portion of this Note for an interest in a Short-Term
Note and the following exchanges of an interest in a Short-Term Note for an
interest in this Note have been made:


                                                                                 
                                                              Principal
                                                              Amount of
                                             Reduced          Short-Term       Increased
                                             Principal        Note             Principal
                    Principal                Amount           Exchanged        Amount           Notation
                    Amount                   Outstanding      for              Outstanding      Made by
                    Exchanged                Following        Interest         Following        or on
Date of             for Short-               Such             in this          Such             Behalf of
Exchange            Term Note                Exchange         Note             Exchange         Trustee
- --------            ----------               -----------      ----------       -------------    -----------

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()
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                                                                    EXHIBIT A


                          [FORM OF FACE OF SECURITY]


                    [Senior Variable Rate Renewable Note]

REGISTERED                                            REGISTERED
No. SRVRR                                             Cusip
                                                      U.S. $
                                                      as modified by
                                                      Schedule I


            Unless this certificate is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York, New
York) to the issuer or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of Cede & Co. or
such other name as requested by an authorized representative of The Depository
Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, since
the registered owner hereof, Cede & Co., has an interest herein.

      IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "ORIGINAL YIELD TO MATURITY"
      AND "INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE APPROXIMATE METHOD)
      SET FORTH BELOW HAVE BEEN COMPLETED SOLELY FOR THE PURPOSES OF APPLYING
      THE FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.

                           MORGAN STANLEY GROUP INC.
                        SENIOR VARIABLE RATE RENEWABLE
                          MEDIUM-TERM NOTE, SERIES C

BASE RATE:                ORIGINAL ISSUE DATE:         INTEREST ACCRUAL DATE:
REPORTING SERVICE:

INDEX MATURITY:           INITIAL INTEREST RESET       MATURITY DATE:
DATE:
SPREAD (PLUS OR MINUS):                                INTEREST PAYMENT PERIOD:
                          MAXIMUM INTEREST RATE:
ALTERNATE RATE
EVENT SPREAD:                                          INTEREST PAYMENT DATES:
                          MINIMUM INTEREST RATE:
INCREMENTAL SPREAD
(PLUS OR MINUS):          TOTAL AMOUNT OF OID:         INTEREST RESET PERIOD:

                          ORIGINAL YIELD TO            INTEREST RESET DATES:
INCREMENTAL SPREAD        MATURITY:
  COMMENCEMENT DATE:                                   CALCULATION AGENT:

SPREAD MULTIPLIER:        INITIAL ACCRUAL              INDEX CURRENCY:
                          PERIOD OID:
OTHER PROVISIONS:



         Morgan Stanley Group Inc., a Delaware corporation (together with its
successors and assigns, the "Issuer"), for value received, hereby promises to
pay to                                                                      ,
or registered assignees, the principal sum specified in Schedule I
hereto on the Maturity Date specified above and to pay interest on the
principal amount hereof outstanding from time to time, from the Interest
Accrual Date specified above at a rate per annum equal to the Initial
Interest Rate, as defined below, until the Initial Interest Reset Date
specified above, and thereafter at a rate per annum determined in
accordance with the provisions specified on the reverse hereof until the
earlier of (a) the date on which the principal hereof is paid or duly made
available for payment and (b) the Interest Payment Date immediately
preceding the date on which the principal amount hereof is reduced to zero,
in each case, together with the unpaid amount of interest, if any, payable
on the principal amount hereof during the period that the Issuer's
obligation to pay such principal amount was evidenced by a predecessor Note
that provided for the automatic extension of the maturity thereof (the
"Renewable Note"), which amount shall be payable on the first date
succeeding the Interest Accrual Date specified above on which interest on
this Note is paid and shall be payable to the person receiving such
interest payment.  The Issuer will pay interest hereon in arrears monthly,
quarterly, semiannually or annually as specified above as the Interest
Payment Period on each Interest Payment Date (as specified above),
commencing with the first Interest Payment Date next succeeding the
Interest Accrual Date specified above, and on the Maturity Date or any
redemption date; provided, however, if the Interest Accrual Date occurs
between a Record Date, as defined below, and the next succeeding Interest
Payment Date, interest payments will commence on the second Interest
Payment Date succeeding the Interest Accrual Date to the registered holder
of this Note on the Record Date with respect to such second Interest
Payment Date; provided, further, that if an Interest Payment Date or the
Maturity Date would fall on a day that is not a Business Day, as defined on
the reverse hereof, such Interest Payment Date or Maturity Date shall be
the following day that is a Business Day, except that if the Base Rate
specified above is LIBOR and such next Business Day falls in the next
calendar month, the Interest Payment Date or Maturity Date shall be the
immediately preceding day that is a Business Day.  As used herein, "Initial
Interest Rate" means the rate of interest determined in accordance with the
provisions of the Renewable Note (i) on the Interest Reset Date with
respect to the Renewable Note occurring on the Interest Accrual Date
specified above or (ii) if no such Interest Reset Date occurred on the
Interest Accrual Date, on the Interest Reset Date with respect to the
Renewable Note occurring immediately preceding the Interest Accrual Date.


         Interest on this Note will accrue from and including the most recent
date to which interest has been paid or duly provided for, or, if no interest
has been paid or duly provided for, from the Interest Accrual Date, until the
earlier of (a) the date on which the principal hereof has been paid or duly
made available for payment and (b) the Interest Payment Date immediately
preceding the date on which the principal amount hereof is reduced to zero in
accordance with the provisions set forth below.  The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will,
subject to certain exceptions described herein, be paid to the person in whose
name this Note (or one or more predecessor Notes) is registered at the close
of business on the date 15 calendar days prior to such Interest Payment Date
(whether or not a Business Day) (each such date a "Record Date"); provided,
however, that interest payable on the Maturity Date will be payable to the
person to whom the principal hereof shall be payable.

         On any date following the Interest Accrual Date and prior to the
Record Date immediately preceding the Maturity Date, the holder hereof may
elect to exchange this Note or any portion hereof having a principal amount of
$1,000 or any larger multiple of $1,000 in excess thereof for an interest in
the Renewable Note equal to the principal amount hereof so exchanged by
delivering to the Trustee (i) this Note with the form entitled "Option to
Exchange" below duly completed or (ii) a telegram, telex, facsimile
transmission or a letter from a member of a national securities exchange or the
National Association of Securities Dealers, Inc. or a commercial bank or a
trust company in the United States of America setting forth the name of the
holder of this Note, the principal amount hereof, the certificate number of
this Note or a description of this Note's tenor or terms, a statement that the
option to exchange is being exercised thereby, the principal amount hereof with
respect to which such option is being exercised and a guarantee that this Note
with the form entitled "Option to Exchange" below duly completed will be
received by the Trustee no later than five Business Days after the date of
such telegram, telex, facsimile transmission or letter; provided that such
telegram, telex, facsimile transmission or letter shall not be effective
unless this Note and such form duly completed are received by the Trustee by
such fifth Business Day.  Such option may be exercised by the holder for less
than the entire principal amount hereof provided that the principal amount for
which such option is not exercised is at least $1,000 or any larger amount
that is an integral multiple of $1,000.  Notwithstanding the foregoing, the
option to exchange all or a portion of this Note for an interest in the
Renewable Note may not be exercised during the period from and including a
Record Date to but excluding the immediately succeeding Interest Payment Date.
If the option to exchange any portion hereof is exercised, then, on the date
of such exchange, Schedule I hereto shall be annotated to reflect the
corresponding decrease in the principal amount hereof, and Schedule I to the
Renewable Note shall be annotated to reflect the corresponding increase in the
principal amount thereof.

         Payment of the principal of this Note, any premium and the interest
due at the Maturity Date will be made in immediately available funds upon
surrender of this Note at the office or agency of the Trustee, as defined on
the reverse hereof, maintained for that purpose in the Borough of Manhattan,
The City of New York, or at the office or agency of such other paying agent as
the Issuer may determine.  Payment of the principal of and premium, if any,
and interest on this Note will be made in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that payments of interest, other
than interest due at maturity or any date of redemption, will be made by
United States dollar check mailed to the address of the person entitled
thereto as such address shall appear in the Note register.  A holder of U.S.
$10,000,000 or more in aggregate principal amount of Notes having the same
Interest Payment Date will be entitled to receive payments of interest, other
than interest due at maturity or any date of redemption, by wire transfer of
immediately available funds if appropriate wire transfer instructions have
been received by the Trustee in writing not less than 15 calendar days prior
to the applicable Interest Payment Date.

         If this Note ceases to be held by The Depository Trust Company or its
successor or the nominee of The Depository Trust Company or its successor,
this Note will be exchanged for one or more Notes of authorized denominations
having an aggregate principal amount equal to the principal amount of this
Note as then shown on Schedule I hereto, which new Notes shall otherwise have
the same terms as this Note, except that the provisions of such new Notes
regarding the exchange thereof for an interest in a note providing for the
automatic extension of the maturity thereof (a "New Renewable Note") shall be
modified to the extent appropriate for notes not required to be held in a
securities depositary; provided that the respective rights and obligations of
the Issuer and the holders of such new Notes shall be the same in all material
respects as the respective rights and obligations of the Issuer and the holder
of this Note.  The terms of the New Renewable Note shall be the same as the
terms of the Renewable Note, except that the principal amount thereof shall
equal the principal amount of the new Notes exchanged therefor and the
provisions of such New Renewable Notes regarding the automatic extension of
the maturity thereof shall be modified to the extent appropriate for notes not
required to be held in a securities depositary; provided that the respective
rights and obligations of the Issuer and the holders of such New Renewable
Notes shall be the same in all material respects as the respective rights and
obligations of the Issuer and the holder of the Renewable Note.  Such new
Notes shall have stated principal amounts and shall be registered in the names
of the persons then having a beneficial interest in this Note or in the names
of their nominees.

         Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Note
shall not be entitled to any benefit under the Senior Indenture, as defined on
the reverse hereof, or be valid or obligatory for any purpose.

         IN WITNESS WHEREOF, the Issuer has caused this Note to be duly
executed under its corporate seal.

DATED:                           MORGAN STANLEY GROUP INC.



                                 By:_______________________
                                       Title:



TRUSTEE'S
CERTIFICATE OF AUTHENTICATION
     This is one of the Notes
referred to in the within-
mentioned Senior Indenture.

CHEMICAL BANK,
  as Trustee
By:____________________________
        Authorized Officer



                        [FORM OF REVERSE OF SECURITY]



         This Note is one of a duly authorized issue of the Senior Medium-Term
Notes, Series C, having maturities more than nine months from the date of
issue (the "Notes") of the Issuer.  The Notes are issuable under a Senior
Indenture, dated as of April 15, 1989, as supplemented by a First Supplemental
Indenture dated as of May 15, 1991 (as so supplemented, the "Senior
Indenture"), between the Issuer and Chemical Bank, as Trustee (the "Trustee,"
which term includes any successor trustee under the Senior Indenture), to
which Senior Indenture and all indentures supplemental thereto reference is
hereby made for a statement of the respective rights, limitations of rights,
duties and immunities of the Issuer, the Trustee and holders of the Notes and
the terms upon which the Notes are, and are to be, authenticated and
delivered.  The terms of individual Notes may vary with respect to interest
rates, interest rate formulas, issue dates, maturity dates, or otherwise, all
as provided in the Senior Indenture.  To the extent not inconsistent herewith,
the terms of the Senior Indenture are hereby incorporated by reference herein.

         This Note will not be subject to any sinking fund and will not be
redeemable prior to maturity.

         This Note will bear interest at the rate determined in accordance
with the applicable provisions below by reference to the Base Rate specified
on the face hereof based on the Index Maturity, if any, specified on the face
hereof (i) (A) plus or minus the Spread, if any, specified on the face hereof
and (B) for any period on or after the Incremental Spread Commencement Date,
if any, specified on the face hereof, plus or minus the Incremental Spread,
if any, specified on the face hereof or (ii) multiplied by the Spread
Multiplier, if any, specified on the face hereof.  Commencing with the Initial
Interest Reset Date specified on the face hereof, the rate at which interest
on this Note is payable shall be reset as of each Interest Reset Date (as used
herein, the term "Interest Reset Date" shall include the Initial Interest Reset
Date).  The Interest Reset Dates will be the Interest Reset Dates specified on
the face hereof; provided, however, that the interest rate in effect for the
period from the Interest Accrual Date to the Initial Interest Reset Date
specified on the face hereof will be the Initial Interest Rate.  If any
Interest Reset Date would otherwise be a day that is not a Business Day, such
Interest Reset Date shall be postponed to the next succeeding day that is a
Business Day, except that if the Base Rate specified on the face hereof is
LIBOR and such Business Day is in the next succeeding calendar month, such
Interest Reset Date shall be the next preceding Business Day.  As used herein,
"Business Day" means any day, other than a Saturday or Sunday, and that is
neither a legal holiday nor a day on which banking institutions are authorized
or required by law or regulation to close in The City of New York and, with
respect to Notes bearing interest calculated by reference to LIBOR, in the
City of London.

         The Interest Determination Date pertaining to an Interest Reset Date
for Notes bearing interest calculated by reference to the CD Rate, Commercial
Paper Rate, Federal Funds Rate, Prime Rate and CMT Rate will be the second
Business Day next preceding such Interest Reset Date.  The Interest
Determination Date pertaining to an Interest Reset Date for Notes bearing
interest calculated by reference to LIBOR shall be the second London Banking
Day preceding such Interest Reset Date.  As used herein, "London Banking Day"
means any day on which dealings in deposits in the Index Currency (as defined
herein) are transacted in the London interbank market.   The Interest
Determination Date pertaining to an Interest Reset Date for Notes bearing
interest calculated by reference to the Treasury Rate shall be the day of the
week in which such Interest Reset Date falls on which Treasury bills normally
would be auctioned; provided, however, that if as a result of a legal holiday
an auction is held on the Friday of the week preceding such Interest Reset
Date, the related Interest Determination Date shall be such preceding Friday;
and provided, further, that if an auction shall fall on any Interest Reset
Date, then the Interest Reset Date shall instead be the first Business Day
following the date of such auction.

         Unless otherwise specified on the face hereof, the "Calculation Date"
pertaining to an Interest Determination Date will be the earlier of (i) the
tenth calendar day after such Interest Determination Date or, if such day is
not a Business Day, the next succeeding Business Day, or (ii) the Business Day
preceding the applicable Interest Payment Date or Maturity Date (or, with
respect to any principal amount to be redeemed or repaid, any redemption or
repayment date), as the case may be.

         Determination of CD Rate.  If the Base Rate specified on the face
hereof is the CD Rate, the CD Rate with respect to this Note shall be
determined on each Interest Determination Date and shall be the rate on such
date for negotiable certificates of deposit having the Index Maturity
specified on the face hereof as published by the Board of Governors of the
Federal Reserve System in "Statistical Release H.15(519), Selected Interest
Rates," or any successor publication of the Board of Governors of the Federal
Reserve System ("H.15(519)"), under the heading "CDs (Secondary Market)," or,
if not so published by 9:00 A.M., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, the CD Rate will be the rate
on such Interest Determination Date for negotiable certificates of deposit of
the Index Maturity specified on the face hereof as published by the Federal
Reserve Bank of New York in its daily statistical release "Composite 3:30 P.M.
Quotations for U.S. Government Securities" ("Composite Quotations") under the
heading "Certificates of Deposit."  If neither of such rates is published by
3:00 P.M., New York City time, on such Calculation Date, then the CD Rate on
such Interest Determination Date will be calculated by the Calculation Agent
referred to on the face hereof and will be the arithmetic mean of the
secondary market offered rates as of 10:00 A.M., New York City time, on such
Interest Determination Date for certificates of deposit in the denomination of
$5,000,000 with a remaining maturity closest to the Index Maturity specified
on the face hereof of three leading nonbank dealers in negotiable U.S. dollar
certificates of deposit in The City of New York selected by the Calculation
Agent for negotiable certificates of deposit of major United States money
center banks of the highest credit standing in the market for negotiable
certificates of deposit; provided, however, that if the dealers selected as
aforesaid by the Calculation Agent are not quoting as mentioned in this
sentence, the CD Rate in effect for the applicable period will be the same as
the CD Rate for the immediately preceding Interest Reset Period (or, if there
was no such Interest Reset Period, the rate of interest payable hereon shall
be the Initial Interest Rate).

         Determination of Commercial Paper Rate.  If the Base Rate specified
on the face hereof is the Commercial Paper Rate, the Commercial Paper Rate
with respect to this Note shall be determined on each Interest Determination
Date and shall be the Money Market Yield (as defined herein) of the rate on
such date for commercial paper having the Index Maturity specified on the face
hereof, as such rate shall be published in H.15(519) under the heading
"Commercial Paper," or if not so published prior to 9:00 A.M., New York City
time, on the Calculation Date pertaining to such Interest Determination Date,
the Commercial Paper Rate shall be the Money Market Yield of the rate on such
Interest Determination Date for commercial paper of the Index Maturity
specified on the face hereof as published in Composite Quotations under the
heading "Commercial Paper."  If neither of such rates is published by 3:00
P.M., New York City time, on such Calculation Date, then the Commercial Paper
Rate shall be the Money Market Yield of the arithmetic mean of the offered
rates as of 11:00 A.M., New York City time, on such Interest Determination
Date of three leading dealers in commercial paper in The City of New York
selected by the Calculation Agent for commercial paper of the Index Maturity
specified on the face hereof, placed for an industrial issuer whose bond
rating is "AA," or the equivalent, from a nationally recognized rating agency;
provided, however, that if the dealers selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence, the
Commercial Paper Rate in effect for the applicable period will be the same as
the Commercial Paper Rate for the immediately preceding Interest Reset Period
(or, if there was no such Interest Reset Period, the rate of interest payable
hereon shall be the Initial Interest Rate).

         "Money Market Yield" shall be the yield calculated in accordance with
the following formula:

          Money Market Yield =    D x 360
                                ---------------- x 100
                                360 - (D x M)

where "D" refers to the applicable per annum rate for commercial paper quoted
on a bank discount basis and expressed as a decimal and "M" refers to the
actual number of days in the interest period for which interest is being
calculated.

         Determination of Federal Funds Rate.  If the Base Rate specified on
the face hereof is the Federal Funds Rate, the Federal Funds Rate with respect
to this Note shall be determined on each Interest Determination Date and shall
be the rate on such date for Federal Funds as published in H.15(519) under the
heading "Federal Funds (Effective)," or, if not so published by 9:00 A.M., New
York City time, on the Calculation Date pertaining to such Interest
Determination Date, the Federal Funds Rate will be the rate on such Interest
Determination Date as published in Composite Quotations under the heading
"Federal Funds/Effective Rate."  If neither of such rates is published by 3:00
P.M., New York City time, on such Calculation Date, the Federal Funds Rate for
such Interest Determination Date will be calculated by the Calculation Agent
and will be the arithmetic mean of the rates for the last transaction in
overnight Federal funds as of 11:00 A.M., New York City time, on such Interest
Determination Date arranged by three leading brokers in Federal funds
transactions in The City of New York selected by the Calculation Agent;
provided, however, that if the brokers selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence, the Federal
Funds Rate in effect for the applicable period will be the same as the Federal
Funds Rate for the immediately preceding Interest Reset Period (or, if there
was no such Interest Reset Period, the rate of interest payable hereon shall
be the Initial Interest Rate).

         Determination of LIBOR.  If the Base Rate specified on the face
hereof is LIBOR, LIBOR with respect to this Note shall be determined on each
Interest Determination Date as follows:

         (i)   As of the Interest Determination Date, the Calculation Agent
   will determine (a) if "LIBOR Reuters" is specified as the Reporting Service
   on the face hereof, the arithmetic mean of the offered rates (unless the
   specified Designated LIBOR Page (as defined below) by its terms provides
   only for a single rate, in which case such single rate shall be used) for
   deposits in the London interbank market in the Index Currency for the
   period of the Index Maturity specified on the face hereof, commencing on
   the second London Banking Day immediately following such Interest
   Determination Date, which appear on the Designated LIBOR Page at
   approximately 11:00 A.M., London time, on such Interest Determination Date,
   if at least two such offered rates appear (unless, as aforesaid, only a
   single rate is required) on such Designated LIBOR Page, or (b) if "LIBOR
   Telerate" is specified as the Reporting Service on the face hereof, the
   rate for deposits in the Index Currency for the period of the Index
   Maturity, commencing on such Interest Determination Date, that appears on
   the Designated LIBOR Page at approximately 11:00 A.M., London time, on such
   Interest Determination Date.  If fewer than two offered rates appear (if
   "LIBOR Reuters" is specified as the Reporting Service on the face hereof
   and calculation of LIBOR is based on the arithmetic mean of the offered
   rates) or if no rate appears (if the Reporting Service on the face hereof
   specifies either (x) "LIBOR Reuters" and the Designated LIBOR Page by its
   terms provides only for a single rate or (y) "LIBOR Telerate"), LIBOR in
   respect of that Interest Determination Date will be determined as if the
   parties had specified the rate described in (ii) below.

       (ii)    With respect to an Interest Determination Date on which fewer
   than two offered rates appear (if "LIBOR Reuters" is specified as the
   Reporting Service on the face hereof and calculation of LIBOR is based on
   the arithmetic mean of the offered rates) or no rate appears (if the
   Reporting Service on the face hereof specifies either (x) "LIBOR Reuters"
   and the Designated LIBOR Page by its terms provides only for a single rate
   or (y) "LIBOR Telerate"), the Calculation Agent will request the principal
   London offices of each of four major reference banks in the London
   interbank market, as selected by the Calculation Agent (after consultation
   with the Issuer), to provide the Calculation Agent with its offered
   quotations for deposits in the Index Currency for the period of the Index
   Maturity specified on the face hereof, commencing on the second London
   Banking Day immediately following such Interest Determination Date, to
   prime banks in the London interbank market at approximately 11:00 A.M.,
   London time, on such Interest Determination Date and in a principal amount
   equal to an amount of not less than U.S.$1 million (or the equivalent in
   the Index Currency) that is representative of a single transaction in such
   Index Currency in such market at such time.  If at least two such
   quotations are provided, LIBOR will be the arithmetic mean of such
   quotations.  If fewer than two quotations are provided, LIBOR in respect of
   that Interest Determination Date will be the arithmetic mean of rates
   quoted at approximately 11:00 A.M. (or such other time specified on the
   face hereof), in the applicable principal financial center for the country
   of the Index Currency on such Interest Determination Date, by three major
   banks in such principal financial center selected by the Calculation Agent
   (after consultation with the Issuer) on such Interest Determination Date
   for loans in the Index Currency to leading European banks, for the period
   of the Index Maturity specified on the face hereof commencing on the second
   London Banking Day immediately following such Interest Determination Date
   and in a principal amount of not less than U.S.$1 million (or the
   equivalent in the Index Currency) that is representative of a single
   transaction in such Index Currency in such market at such time; provided,
   however, that if the banks selected as aforesaid by the Calculation Agent
   are not quoting rates as mentioned in this sentence, "LIBOR" for such
   Interest Reset Period will be the same as LIBOR for the immediately
   preceding Interest Reset Period (or, if there was no such Interest Reset
   Period, the rate of interest payable on the LIBOR Notes for which LIBOR is
   being determined shall be the Initial Interest Rate).  "Index Currency"
   means the currency (including composite currencies) specified as Index
   Currency on the face hereof.  If no such currency is specified as Index
   Currency on the face hereof, the Index Currency shall be U.S. dollars.
   "Designated LIBOR Page" means either (a) if "LIBOR Reuters" is designated
   as the Reporting Service on the face hereof, the display on the Reuters
   Monitor Money Rates Service for the purpose of displaying the London
   interbank rates of major banks for the applicable Index Currency, or (b) if
   "LIBOR Telerate" is designated as the Reporting Service on the face hereof,
   the display on the Dow Jones Telerate Service for the purpose of displaying
   the London interbank rates of major banks for the applicable Index
   Currency.  If neither LIBOR Reuters nor LIBOR Telerate is specified as the
   Reporting Service on the face hereof, LIBOR for the applicable Index
   Currency will be determined as if LIBOR Telerate (and, if the U.S. dollar is
   the Index Currency, Page 3750) had been specified.

         Determination of Prime Rate.  If the Base Rate specified on the face
hereof is the Prime Rate, the Prime Rate with respect to this Note shall be
determined on each Interest Determination Date and shall be the rate set forth
in H.15(519) for such date opposite the caption "Bank Prime Loan."  If such
rate is not yet published by 9:00 A.M., New York City time, on the Calculation
Date pertaining to such Interest Determination Date, the Prime Rate for such
Interest Determination Date will be the arithmetic mean of the rates of
interest publicly announced by each bank named on the Reuters Screen NYMF Page
as such bank's prime rate or base lending rate as in effect for such Interest
Determination Date as quoted on the Reuters Screen NYMF Page on such Interest
Determination Date, or, if fewer than four such rates appear on the Reuters
Screen NYMF Page for such Interest Determination Date, the rate shall be the
arithmetic mean of the prime rates quoted on the basis of the actual number of
days in the year divided by 360 as of the close of business on such Interest
Determination Date by at least two of the three major money center banks in
The City of New York selected by the Calculation Agent from which quotations
are requested.  If fewer than two quotations are provided, the Prime Rate
shall be calculated by the Calculation Agent and shall be determined as the
arithmetic mean on the basis of the prime rates in The City of New York by the
appropriate number of substitute banks or trust companies organized and doing
business under the laws of the United States, or any State thereof, in each
case having total equity capital of at least U.S. $500 million and being
subject to supervision or examination by Federal or State authority, selected
by the Calculation Agent to quote such rate or rates.

         If in any month or two consecutive months the Prime Rate is not
published in H.15(519) and the banks or trust companies selected as aforesaid
are not quoting as mentioned in the preceding paragraph, the "Prime Rate" for
such Interest Reset Period will be the same as the Prime Rate for the
immediately preceding Interest Reset Period (or, if there was no such Interest
Reset Period, the rate of interest payable hereon shall be the Initial Interest
Rate).  If this failure continues over three or more consecutive months, the
Prime Rate for each succeeding Interest Determination Date until the maturity
or redemption of this Note or, if earlier, until this failure ceases, shall be
LIBOR determined as if the Base Rate specified on the face hereof were LIBOR,
as if LIBOR Telerate had been specified as the Reporting Service and U.S.
dollars had been specified as the Index Currency and the Spread, if any, shall
be the number of basis points specified on the face hereof as the "Alternate
Rate Event Spread."

         Determination of Treasury Rate.  If the Base Rate specified on the
face hereof is the Treasury Rate, the Treasury Rate with respect to this Note
shall be determined on each Interest Determination Date and shall be the rate
for the auction held on such date of direct obligations of the United States
("Treasury Bills") having the Index Maturity specified on the face hereof, as
published in H.15(519) under the heading "Treasury Bills--auction average
(investment)," or if not so published by 9:00 A.M., New York City time, on the
Calculation Date pertaining to such Interest Determination Date, the auction
average rate on such Interest Determination Date (expressed as a bond
equivalent, on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) as otherwise announced by the United States
Department of the Treasury.  In the event that the results of the auction of
Treasury Bills having the Index Maturity specified on the face hereof are not
published or reported as provided above by 3:00 P.M., New York City time, on
such Calculation Date or if no such auction is held on such Interest
Determination Date, then the Treasury Rate shall be calculated by the
Calculation Agent and shall be a yield to maturity (expressed as a bond
equivalent, on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) calculated using the arithmetic mean of the
secondary market bid rates, as of approximately 3:30 P.M., New York City time,
on such Interest Determination Date, of three leading primary United States
government securities dealers selected by the Calculation Agent for the issue
of Treasury Bills with a remaining maturity closest to the Index Maturity
specified on the face hereof; provided, however, that if the dealers selected
as aforesaid by the Calculation Agent are not quoting as mentioned in this
sentence, the Treasury Rate for such Interest Reset Date will be the same as
the Treasury Rate for the immediately preceding Interest Reset Period (or, if
there was no such Interest Reset Period, the rate of interest payable hereon
shall be the Initial Interest Rate).

         Determination of CMT Rate.  If the Base Rate specified on the face
hereof is the CMT Rate, the CMT Rate with respect to this Note shall be
determined on each Interest Determination Date and shall be the rate displayed
for the Index Maturity specified on the face hereof on Telerate Page 7055 for
"Daily Treasury Constant Maturities and Money Markets/Federal Reserve Board
Release H.15 Monday's Approx. 3:45 P.M. EDT," for such Interest Determination
Date (or such other page as may replace that page on such service for the
purpose of displaying rates or prices comparable to the CMT Rate, as
determined by the Calculation Agent).  If such rate is not available by 3:00
P.M., New York City time, on the Calculation Date pertaining to such Interest
Determination Date, then the CMT Rate for such Interest Determination Date
shall be the bond equivalent yield to maturity of the arithmetic mean (as
calculated by the Calculation Agent) of the secondary market bid rates, as of
3:00 P.M., New York City time, on such Interest Determination Date, reported
by three leading primary United States government securities dealers in The
City of New York selected by the Calculation Agent (after consultation with
the Issuer), for the most recently issued direct noncallable fixed rate
Treasury Bills with an original maturity approximately equal to the Index
Maturity specified on the face hereof; provided, however, that if the dealers
selected as aforesaid by the Calculation Agent are not quoting bid rates as
mentioned in this sentence, the "CMT Rate" in effect for the applicable period
will be the same as the CMT Rate for the immediately preceding Interest Reset
Period (or, if there was no such Interest Reset Period, the rate of interest
payable hereon shall be the Initial Interest Rate).

         Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, specified on the face hereof.  The Calculation Agent
shall calculate the interest rate hereon in accordance with the foregoing on
or before each Calculation Date.  The interest rate on this Note will in no
event be higher than the maximum rate permitted by New York law, as the same
may be modified by United States Federal law of general application.

         At the request of the holder hereof, the Calculation Agent will
provide to the holder hereof the interest rate hereon then in effect and, if
determined, the interest rate that will become effective as of the next
Interest Reset Date.

         Interest payments on this Note will include interest accrued to but
excluding the Interest Payment Dates or Maturity Date, as the case may be.
Accrued interest hereon for any period shall be the sum of the products
obtained by multiplying the interest factor calculated for each day in such
period by the principal amount hereof shown on Schedule I hereto for each such
day; provided that for the purpose of calculating the amount of interest
payable hereon, any decrease in the principal amount hereof attributable to
an exercise of the option to exchange a portion of this Note for an interest
in the Renewable Note shall be effective on and as of the Interest Payment
Date immediately preceding the date of such decrease.  The interest factor for
each such day shall be computed by dividing the interest rate applicable to
such day by 360 if the Base Rate is CD Rate, Commercial Paper Rate, Federal
Funds Rate, Prime Rate or LIBOR, as specified on the face hereof, or by the
actual number of days in the year if the Base Rate is the Treasury Rate or the
CMT Rate, as specified on the face hereof.  All percentages resulting from any
calculation of the rate of interest on this Note will be rounded, if
necessary, to the nearest one hundred-thousandth of a percentage point
(.0000001), with five one-millionths of a percentage point rounded upward, and
all dollar amounts used in or resulting from such calculation on this Note
will be rounded to the nearest cent (with one-half cent rounded upward).  The
interest rate in effect on any Interest Reset Date will be the applicable rate
as reset on such date.  The interest rate applicable to any other day is the
interest rate from the immediately preceding Interest Reset Date (or, if none,
the Initial Interest Rate).

         This Note, and all the obligations of the Issuer hereunder are
direct, unsecured obligations of the Issuer and rank without preference or
priority among themselves and pari passu with all other existing and future
unsecured and unsubordinated indebtedness of the Issuer, subject to certain
statutory exceptions in the event of liquidation upon insolvency.

         This Note, and any Note or Notes issued upon transfer or exchange
hereof, is issuable only in fully registered form, without coupons, and is
issuable only in denominations of U.S. $1,000 and any integral multiple of
U.S. $1,000 in excess thereof.

         The Trustee has been appointed registrar for the Notes, and the
Trustee will maintain at its office in The City of New York a register for the
registration and transfer of Notes.  This Note may be transferred at the
aforesaid office of the Trustee by surrendering this Note for cancellation,
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and duly executed by the registered holder hereof in person or by the
holder's attorney duly authorized in writing, and thereupon the Trustee shall
issue in the name of the transferee or transferees, in exchange herefor, a new
Note or Notes having identical terms and provisions and having a like
aggregate principal amount in authorized denominations, subject to the terms
and conditions set forth herein; provided, however, that the Trustee will not
be required (i) to register the transfer of or exchange any Note that has been
called for redemption in whole or in part, except the unredeemed portion of
Notes being redeemed in part, (ii) to register the transfer of or exchange any
Note if the holder thereof has exercised his right, if any, to require the
Issuer to repurchase such Note in whole or in part, except the portion of such
Note not required to be repurchased or (iii) to register the transfer of or
exchange Notes to the extent and during the period so provided in the Senior
Indenture with respect to the redemption of Notes.  Notes are exchangeable at
said office for other Notes of other authorized denominations of equal
aggregate principal amount having identical terms and provisions.  All such
exchanges and transfers of Notes will be free of charge, but the Issuer may
require payment of a sum sufficient to cover any tax or other governmental
charge in connection therewith.  All Notes surrendered for exchange shall be
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and executed by the registered holder in person or by the holder's
attorney duly authorized in writing.  The date of registration of any Note
delivered upon any exchange or transfer of Notes shall be such that no gain or
loss of interest results from such exchange or transfer.

         In case any Note shall at any time become mutilated, defaced or be
destroyed, lost or stolen and such Note or evidence of the loss, theft or
destruction thereof (together with the indemnity hereinafter referred to and
such other documents or proof as may be required in the premises) shall be
delivered to the Trustee, a new Note of like tenor will be issued by the
Issuer in exchange for the Note so mutilated or defaced, or in lieu of the
Note so destroyed or lost or stolen, but, in the case of any destroyed or lost
or stolen Note, only upon receipt of evidence satisfactory to the Trustee and
the Issuer that such Note was destroyed or lost or stolen and, if required,
upon receipt also of indemnity satisfactory to each of them.  All expenses and
reasonable charges associated with procuring such indemnity and with the
preparation, authentication and delivery of a new Note shall be borne by the
owner of the Note mutilated, defaced, destroyed, lost or stolen.

         The Senior Indenture provides that, (a) if an Event of Default (as
defined in the Senior Indenture) due to the default in payment of principal
of, premium, if any, or interest on, any series of debt securities issued
under the Senior Indenture, including the series of Senior Medium-Term Notes
of which this Note forms a part, or due to the default in the performance or
breach of any other covenant or warranty of the Issuer applicable to the debt
securities of such series but not applicable to all outstanding debt
securities issued under the Senior Indenture shall have occurred and be
continuing, either the Trustee or the holders of not less than 25% in
principal amount of the debt securities of each affected series (voting as a
single class) may then declare the principal of all debt securities of all
such series and interest accrued thereon to be due and payable immediately and
(b) if an Event of Default due to a default in the performance of any other of
the covenants or agreements in the Senior Indenture applicable to all
outstanding debt securities issued thereunder, including this Note, or due to
certain events of bankruptcy, insolvency and reorganization of the Issuer,
shall have occurred and be continuing, either the Trustee or the holders of
not less than 25% in principal amount of all debt securities issued under the
Senior Indenture then outstanding (treated as one class) may declare the
principal of all such debt securities and interest accrued thereon to be due
and payable immediately, but upon certain conditions such declarations may be
annulled and past defaults may be waived (except a continuing default in
payment of principal (or premium, if any) or interest on such debt securities)
by the holders of a majority in principal amount of the debt securities of all
affected series then outstanding.

         The Senior Indenture permits the Issuer and the Trustee, with the
consent of the holders of not less than a majority in aggregate principal
amount of the debt securities of all series issued under the Senior Indenture
then outstanding and affected (voting as one class), to execute supplemental
indentures adding any provisions to or changing in any manner the rights of the
holders of each series so affected; provided that the Issuer and the Trustee
may not, without the consent of the holder of each outstanding debt security
affected thereby, (a) extend the final maturity of any such debt security, or
reduce the principal amount thereof, or reduce the rate or extend the time of
payment of interest thereon, or reduce any amount payable on redemption
thereof, or change the currency of payment thereof, or impair or affect the
rights of any holder to institute suit for the payment thereof without the
consent of the holder of each debt security so affected; or (b) reduce the
aforesaid percentage in principal amount of debt securities the consent of the
holders of which is required for any such supplemental indenture, without the
consent of the holders of each debt security so affected.

         So long as this Note shall be outstanding, the Issuer will cause to
be maintained an office or agency for the payment of the principal of and
premium, if any, and interest on this Note as herein provided in the Borough
of Manhattan, The City of New York, and an office or agency in said Borough of
Manhattan for the registration, transfer and exchange as aforesaid of the
Notes.  The Issuer may designate other agencies for the payment of said
principal, premium and interest at such place or places (subject to applicable
laws and regulations) as the Issuer may decide.  So long as there shall be
such an agency, the Issuer shall keep the Trustee advised of the names and
locations of such agencies, if any are so designated.

         With respect to moneys paid by the Issuer and held by the Trustee for
the payment of the principal of or interest or premium, if any, on any Notes
that remain unclaimed at the end of two years after such principal, interest
or premium shall have become due and payable (whether at maturity or upon call
for redemption or otherwise), (i) the Trustee shall notify the holders of such
Notes that such moneys shall be repaid to the Issuer and any person claiming
such moneys shall thereafter look only to the Issuer for payment thereof and
(ii) such moneys shall be so repaid to the Issuer.  Upon such repayment all
liability of the Trustee with respect to such moneys shall thereupon cease,
without, however, limiting in any way any obligation that the Issuer may have
to pay the principal of or interest or premium, if any, on this Note as the
same shall become due.

         No provision of this Note or of the Senior Indenture shall alter or
impair the obligation of the Issuer, which is absolute and unconditional, to
pay the principal of, premium, if any, and interest on this Note at the time,
place, and rate, and in the coin or currency, herein prescribed unless
otherwise agreed between the Issuer and the registered holder of this Note.

         Prior to due presentment of this Note for registration of transfer,
the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat
the holder in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and none of the Issuer, the
Trustee or any such agent shall be affected by notice to the contrary.

         No recourse shall be had for the payment of the principal of,
premium, if any, or the interest on this Note, for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Senior Indenture
or any indenture supplemental thereto, against any incorporator, shareholder,
officer or director, as such, past, present or future, of the Issuer or of any
successor corporation, either directly or through the Issuer or any successor
corporation, whether by virtue of any constitution, statute or rule of law or
by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.

         This Note shall for all purposes be governed by, and construed in
accordance with, the laws of the State of New York.

         All terms used in this Note which are defined in the Senior Indenture
and not otherwise defined herein shall have the meanings assigned to them in
the Senior Indenture.


                                ABBREVIATIONS


         The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

         TEN COM-as tenants in common
         TEN ENT-as tenants by the entireties
         JT TEN-as joint tenants with right of survivorship
           and not as tenants in common
   UNIF GIFT MIN ACT - ...........Custodian..............
                         (Cust)               (Minor)

   Under Uniform Gifts to Minors Act...................
                                          (State)


         Additional abbreviations may also be used though not in the above
list.

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto


[PLEASE INSERT SOCIAL SECURITY OR OTHER
    IDENTIFYING NUMBER OF ASSIGNEE]


                                       !
                                       !
                                       !


[PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING ZIP CODE,
   OF ASSIGNEE]

the within Note and all rights thereunder, hereby irrevocably


constituting and appointing such person attorney to transfer


such note on the books of the Issuer, with full power of

                                                             substitution in
the premises.


Dated:_____________________


NOTICE:        The signature to this assignment must correspond with the name
               as written upon the face of the within Note in every particular
               without alteration or enlargement or any change whatsoever.



                              OPTION TO EXCHANGE


         The undersigned hereby elects to exchange the within Note (or the
portion thereof specified below) with the effect provided in the within Note
by surrendering the within Note to the Trustee at Chemical Bank, 55 Water
Street, New York, New York 10041, Attention:  Corporate Trustee Administration
Department, or such other address of which the Issuer shall from time to time
notify the holders of the Notes, together with this form of "Option to
Exchange" duly completed by the holder of the within Note.

         If less than the entire principal amount of the within Note is to be
exchanged, specify the portion thereof (which shall be $1,000 or an integral
multiple of $1,000 in excess thereof) to be exchanged $______.




Dated:
                                 NOTICE:  The signature on this Option
                                 to Exchange must correspond with the name as
                                 written upon the face of the within Note in
                                 every particular, without alteration or
                                 enlargement or any change whatever.

                                                                   SCHEDULE I




                            SCHEDULE OF EXCHANGES



         The initial principal amount of this Note is ________________.  The
following exchanges of a portion of this Note for an interest in the Renewable
Note have been made:



                                                Reduced
                                                Principal
                                                Amount
                     Principal                  Outstanding        Notation
                     Amount                     Following          Made by or
Date of              Exchanged for              Such               on Behalf
Exchange             Renewable Note             Exchange           of Trustee

________             ______________             ___________        __________
________             ______________             ___________        __________
________             ______________             ___________        __________
________             ______________             ___________        __________
________             ______________             ___________        __________
________             ______________             ___________        __________
________             ______________             ___________        __________
________             ______________             ___________        __________
________             ______________             ___________        __________
________             ______________             ___________        __________
________             ______________             ___________        __________
________             ______________             ___________        __________
________             ______________             ___________        __________
________             ______________             ___________        __________
________             ______________             ___________        __________
________             ______________             ___________        __________
________             ______________             ___________        __________
________             ______________             ___________        __________
________             ______________             ___________        __________
________             ______________             ___________        __________
________             ______________             ___________        __________
________             ______________             ___________        __________
________             ______________             ___________        __________
________             ______________             ___________        __________

EX-4.J

                                                                 EXHIBIT 4-j


                          [FORM OF FACE OF SECURITY]

                   Subordinated Variable Rate Renewable Note

REGISTERED                                                          REGISTERED
No. SUBVRR                                                               Cusip
                                                           [PRINCIPAL AMOUNT],
                                                                as modified by
                                                                    Schedule I

   Unless this certificate is presented by an authorized representative of The
Depository Trust Company (55 Water Street, New York, New York) to the issuer
or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such other name
as requested by an authorized representative of The Depository Trust Company
and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, since the
registered owner hereof, Cede & Co., has an interest herein.

IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "ORIGINAL YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE APPROXIMATE METHOD) SET FORTH
BELOW HAVE BEEN COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL
INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.

                          MORGAN STANLEY GROUP INC.
    SUBORDINATED VARIABLE RATE RENEWABLE GLOBAL MEDIUM-TERM NOTE, SERIES C

BASE RATE:                ORIGINAL ISSUE DATE:         INTEREST ACCRUAL DATE:

INDEX MATURITY:           INITIAL INTEREST RATE:       INITIAL MATURITY DATE:

SPREAD (PLUS OR MINUS):   INITIAL INTEREST RESET       FINAL MATURITY DATE:
                          DATE:

ALTERNATE RATE EVENT      MAXIMUM INTEREST RATE:       INTEREST PAYMENT PERIOD:
SPREAD:
                                                       INTEREST PAYMENT DATES
SPREAD MULTIPLIER:        MINIMUM INTEREST RATE:

REDEMPTION DATES:         TOTAL AMOUNT OF OID:         INTEREST RESET PERIOD:

REDEMPTION PERCENTAGE:    INTEREST RESET DATES:

APPLICABILITY OF ISSUER'S ORIGINAL YIELD TO            CALCULATION AGENT:
OPTION TO RESET SPREAD OR MATURITY:
SPREAD MULTIPLIER:                                     INITIAL ACCRUAL PERIOD
                                                       OID:

OTHER PROVISIONS:                                      INDEX CURRENCY:


Morgan Stanley Group Inc., a Delaware corporation (together with its
successors and assigns, the "Issuer"), for value received, hereby promises to
pay to


     , or registered assignees, the principal sum specified in Schedule I
hereto on the Initial Maturity Date specified above or, to the extent the
maturity date of any portion of the principal amount of this Note is extended
in accordance with the procedures set forth below to an Extended Maturity
Date, as defined below, on such Extended Maturity Date (except to the extent
such portion is redeemed prior to such Extended Maturity Date) and to pay
interest on the principal amount hereof outstanding from time to time, from the
Interest Accrual Date specified above at a rate per annum equal to the Initial
Interest Rate specified above until the Initial Interest Reset Date specified
above, and thereafter at a rate per annum determined in accordance with the
provisions specified on the reverse hereof until (a) the principal hereof is
paid or duly made available for payment or (b) this Note has been cancelled in
accordance with the provisions set forth below.

               The Issuer will pay interest in arrears monthly, quarterly,
semiannually or annually as specified above as the Interest Payment Period on
each Interest Payment Date (as specified above), commencing with the first
Interest Payment Date next succeeding the Interest Accrual Date specified
above, and on the Initial Maturity Date or the Extended Maturity Date, as the
case may be (each, a "Maturity Date"), or any redemption date; provided,
however, if the Interest Accrual Date occurs between a Record Date, as defined
below, and the next succeeding Interest Payment Date, interest payments will
commence on the second Interest Payment Date succeeding the Interest Accrual
Date to the registered holder of this Note on the Record Date with respect to
such second Interest Payment Date; provided, further, that if an Interest
Payment Date or the Maturity Date or redemption date would fall on a day that
is not a Business Day, as defined on the reverse hereof, such Interest Payment
Date, Maturity Date or redemption date shall be the following day that is a
Business Day, except that if the Base Rate specified above is LIBOR and such
next Business Day falls in the next calendar month, the Interest Payment Date,
Maturity Date or redemption date shall be the immediately preceding day that
is a Business Day.  As used herein, "Extended Maturity Date" means the
Interest Payment Date occurring in the month six months after the Initial
Maturity Date and each Interest Payment Date occurring in the month six months
after the immediately preceding Extended Maturity Date.

               Interest on this Note will accrue from and including the most
recent date to which interest has been paid or duly provided for, or, if no
interest has been paid or duly provided for, from the Interest Accrual Date,
until (a) the principal hereof has been paid or duly made available for
payment or (b) this Note has been cancelled in accordance with the provisions
set forth below.  The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, subject to certain exceptions
described herein, be paid to the person in whose name this Note (or one or
more predecessor Notes) is registered at the close of business on the date 15
calendar days prior to such Interest Payment Date (whether or not a Business
Day) (each such date a "Record Date"); provided, however, that interest
payable on the Maturity Date (or any redemption date) shall be payable to the
person to whom the principal hereof shall be payable.

          On the Interest Payment Date occurring in the month six months prior
to the Initial Maturity Date (the "Initial Election Date"), the maturity of
this Note shall be extended to the Extended Maturity Date occurring in the
month twelve months following the Initial Election Date and on the Interest
Payment Date occurring in the month six months prior to each Extended Maturity
Date (an "Election Date," which term shall include the Initial Election Date),
the maturity of this Note shall be extended to the Extended Maturity Date
occurring in the month twelve months after such Election Date, unless, in any
such case, the holder hereof elects to terminate the automatic extension of the
maturity hereof or of any portion hereof having a principal amount of $1,000
or any larger multiple of $1,000 in excess thereof by delivering to the Paying
Agent, as defined on the reverse hereof, not less than 23 nor more than 30
days prior to the applicable Election Date (i) this Note with the form
entitled "Option to Elect Termination of Automatic Extension" below duly
completed or (ii) a telegram, telex, facsimile transmission or a letter from a
member of a national securities exchange or the National Association of
Securities Dealers, Inc. or a commercial bank or a trust company in the United
States of America setting forth the name of the holder of this Note, the
principal amount hereof, the certificate number of this Note or a description
of this Note's tenor or terms, a statement that the option to elect
termination of automatic extension is being exercised thereby, the principal
amount hereof with respect to which such option is being exercised and a
guarantee that this Note with the form entitled "Option to Elect Termination
of Automatic Extension" below duly completed will be received by the Paying
Agent no later than five Business Days after the date of such telegram, telex,
facsimile transmission or letter; provided that such telegram, telex,
facsimile transmission or letter shall not be effective unless this Note and
such form duly completed are received by the Paying Agent by such fifth
Business Day.  Such option may be exercised by the holder for less than the
entire principal amount hereof provided that the principal amount for which
such option is not exercised is at least $1,000 or any larger amount that is
an integral multiple of $1,000.  The exercise of such option may be withdrawn
before or after the applicable Election Date, pursuant to the procedures
described on the reverse hereof and in a Short-Term Note (as defined below).
If the option to terminate the automatic extension of the maturity of any
portion hereof is exercised and not withdrawn prior to the applicable Election
Date in accordance with such procedures, a new Note or Notes in the form
attached hereto as Exhibit A (each, a "Short-Term Note") for the principal
amount hereof for which such option was exercised and not withdrawn shall be
issued on such Election Date in the name of the holder hereof and Schedule I
hereto shall be annotated as of such Election Date to reflect the
corresponding decrease in the principal amount hereof.  Each such Short-Term
Note shall have as its "Maturity Date" (as such term is used in such
Short-Term Note) the Interest Payment Date occurring in the month six months
after such Election Date and shall have as its Spread or Spread Multiplier, as
the case may be, the Spread or Spread Multiplier applicable to this Note on the
day prior to the issuance of such Short-Term Note.  If any exercise of the
option to terminate the automatic extension of the maturity hereof causes the
principal amount of this Note to be reduced to zero, this Note shall
nevertheless not be cancelled until the date on which all outstanding
Short-Term Notes issued in exchange for this Note shall have been paid in
full.

               Notwithstanding the foregoing, the maturity of this Note shall
not be extended beyond the Final Maturity Date specified above.

               If the holder of any Short-Term Note exchanges all or a portion
of such Short-Term Note for an interest in this Note in accordance with the
terms of such Short-Term Note, Schedule I hereto shall be annotated on the
date of such exchange to reflect the corresponding increase in the principal
amount hereof.

               Payment of the principal of this Note, any premium and the
interest due at the Maturity Date (or any redemption date) will be made in
immediately available funds upon surrender of this Note at the office or
agency of the Paying Agent maintained for that purpose in the Borough of
Manhattan, The City of New York, or at the office or agency of such other
paying agent as the Issuer may determine.  Payment of the principal of and
premium, if any, and interest on this Note will be made in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however, that
payments of interest, other than interest due at maturity or any date of
redemption, will be made by United States dollar check mailed to the address of
the person entitled thereto as such address shall appear in the Note register.
A holder of U.S. $10,000,000 or more in aggregate principal amount of Notes
having the same Interest Payment Date will be entitled to receive payments of
interest, other than interest due at maturity or any date of redemption, by
wire transfer of immediately available funds if appropriate wire transfer
instructions have been received by the Paying Agent in writing not less than
15 calendar days prior to the applicable Interest Payment Date.

               If this Note ceases to be held by The Depository Trust Company
or its successor or the nominee of The Depository Trust Company or its
successor, this Note will be exchanged for one or more Notes of authorized
denominations having an aggregate principal amount equal to the principal
amount of this Note as then shown on Schedule I hereto, which new Notes shall
otherwise have the same terms as this Note, except that the provisions of such
new Notes regarding the termination of the automatic extension of the maturity
thereof shall be modified to the extent appropriate for notes not required to
be held in a securities depositary; provided that the respective rights and
obligations of the Issuer and the holders of such new Notes shall be the same
in all material respects as the respective rights and obligations of the
Issuer and the holder of this Note.  Such new Notes shall have stated
principal amounts and shall be registered in the names of the persons then
having a beneficial interest in this Note or in the names of their nominees.

               Reference is hereby made to the further provisions of this Note
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place, including,
without limitation, the provisions relating to the subordination of this Note
to the Issuer's Senior Indebtedness, as defined on the reverse hereof.

                Unless the certificate of authentication hereon has been
executed by the Authenticating Agent referred to on the reverse hereof by
manual signature, this Note shall not be entitled to any benefit under the
Subordinated Indenture, as defined on the reverse hereof, or be valid or
obligatory for any purpose.


               IN WITNESS WHEREOF, the Issuer has caused this Note to be duly
executed under its corporate seal.

DATED:                                   MORGAN STANLEY GROUP INC.



                                         By:__________________________________
                                            Title:



AUTHENTICATING AGENT'S
CERTIFICATE OF AUTHENTICATION

     This is one of the Notes
referred to in the within-
mentioned Subordinated Indenture.

CHEMICAL BANK,
  as Authenticating Agent



By:____________________________
        Authorized Officer



                         [FORM OF REVERSE OF SECURITY]


                      This Note is one of a duly authorized issue of the
Subordinated Global Medium-Term Notes, Series C, having maturities more than
nine months from the date of issue (the "Notes") of the Issuer.  The Notes are
issuable under a Subordinated Indenture, dated as of April 15, 1989, as
supplemented by a First Supplemental Indenture dated as of May 15, 1991 (as so
supplemented, the "Subordinated Indenture"), between the Issuer and The First
National Bank of Chicago, as Trustee (the "Trustee," which term includes any
successor trustee under the Subordinated Indenture), to which Subordinated
Indenture and all indentures supplemental thereto reference is hereby made for
a statement of the respective rights, limitations of rights, duties and
immunities of the Issuer, the Trustee and holders of the Notes and the terms
upon which the Notes are, and are to be, authenticated and delivered.  The
Trustee has appointed Chemical Bank as Authenticating Agent (the
"Authenticating Agent," which term includes any successor authenticating agent
appointed by the Trustee) with respect to the Notes, and the Issuer has
appointed Chemical Bank at its corporate trust office in The City of New York
as the paying agent (the "Paying Agent," which term includes any additional or
successor Paying Agent appointed by the Issuer) with respect to the Notes.
The terms of individual Notes may vary with respect to interest rates,
interest rate formulas, issue dates, maturity dates, or otherwise, all as
provided in the Subordinated Indenture.  To the extent not inconsistent
herewith, the terms of the Subordinated Indenture are hereby incorporated by
reference herein.

               This Note will not be subject to any sinking fund and, unless
otherwise provided on the face hereof in accordance with the provisions of the
following paragraph, will not be redeemable prior to maturity.

               If so indicated on the face of this Note, this Note may be
redeemed in whole or in part at the option of the Issuer on the Redemption
Dates specified on the face hereof on the terms set forth on the face hereof,
together with interest accrued and unpaid hereon to the date of redemption.
Notice of redemption shall be mailed to the registered holders of the Notes
designated for redemption at their addresses as the same shall appear on the
Note register not less than 180 nor more than 210 days prior to the date fixed
for redemption, subject to all the conditions and provisions of the
Subordinated Indenture.  In the event of redemption of this Note in part only,
a new Note or Notes for the amount of the unredeemed portion hereof shall be
issued in the name of the holder hereof upon the cancellation hereof.

               This Note will bear interest at the rate determined in
accordance with the applicable provisions below by reference to the Base Rate
shown on the face hereof based on the Index Maturity, if any, shown on the face
hereof (i) plus or minus the Spread, if any, or (ii) multiplied by the Spread
Multiplier, if any, (a) specified on the face hereof, (b) if the Spread or
Spread Multiplier is reset in accordance with the procedures specified below,
then as determined pursuant to such procedures, or (c) if a holder of a
Short-Term Note has exchanged such Note for an interest in this Note in
response to an Optional Exchange Notice (as defined in such Short-Term Note),
then as set forth in such Optional Exchange Notice.  Commencing with the
Initial Interest Reset Date specified on the face hereof, the rate at which
interest on this Note is payable shall be reset as of each Interest Reset Date
(as used herein, the term "Interest Reset Date" shall include the Initial
Interest Reset Date).  The Interest Reset Dates will be the Interest Reset
Dates specified on the face hereof; provided, however, that the interest rate
in effect for the period from the Interest Accrual Date to the Initial
Interest Reset Date specified on the face hereof will be the Initial Interest
Rate.  If any Interest Reset Date would otherwise be a day that is not a
Business Day, such Interest Reset Date shall be postponed to the next
succeeding day that is a Business Day, except that if the Base Rate specified
on the face hereof is LIBOR and such Business Day is in the next succeeding
calendar month, such Interest Reset Date shall be the next preceding Business
Day.  As used herein, "Business Day" means any day, other than a Saturday or
Sunday, that is neither a legal holiday nor a day on which banking
institutions are authorized or required by law or regulation to close in The
City of New York and, with respect to Notes bearing interest calculated by
reference to LIBOR, in the City of London.

               If so indicated on the face of this Note, the Issuer has the
option to reset the Spread or Spread Multiplier on this Note as of any
Election Date.  Such option shall include the right to reset the Maximum
Interest Rate or Minimum Interest Rate on this Note.  The Issuer may exercise
such option by notifying the Paying Agent of such exercise at least 45 but not
more than 60 days prior to an Election Date, such notice to be accompanied by
the form of the Reset Notice referred to below.  Not later than 38 days prior
to such Election Date, the Paying Agent will mail to the holder hereof a
notice (the "Reset Notice"), first class mail, postage prepaid, setting forth
(a) the election of the Issuer to reset the Spread or Spread Multiplier and
(b) such new Spread or Spread Multiplier, together with any new Maximum
Interest Rate or Minimum Interest Rate.

               If the face hereof indicates that the Issuer has the option to
reset the Spread or Spread Multiplier on this Note, then, if the holder of
this Note elects to terminate the automatic extension of the maturity hereof
or any portion hereof as of any Election Date, the Issuer may, not later than
the later of (a) the twentieth calendar day prior to such Election Date and
(b) the first Business Day following the twenty-third calendar day prior to
such Election Date, propose a new Spread or Spread Multiplier or revoke a
Spread or Spread Multiplier previously set forth in a Reset Notice and propose
a higher Spread or Spread Multiplier, in either case together with any new
Maximum Interest Rate or Minimum Interest Rate, by causing the Paying Agent to
send notice thereof, to the holder of this Note by first class mail, postage
prepaid, or by such other means as shall be agreed between the Issuer and the
Paying Agent.  If the Issuer has proposed a new or higher Spread or Spread
Multiplier as described above, the holder hereof may withdraw his election to
terminate the automatic extension of the maturity hereof or any portion hereof
by giving written notice to such effect to the Paying Agent not less than 16
days prior to such Election Date (or if such sixteenth day is not a Business
Day, on the immediately preceding Business Day), in which case such new or
higher Spread or Spread Multiplier, together with any new Maximum Interest
Rate or Minimum Interest Rate, will apply to the entire principal amount of
this Note from such Election Date until the Maturity Date or until the Spread
or Spread Multiplier is further reset by the Issuer pursuant to the provisions
hereof or of a Short-Term Note.

               The Interest Determination Date pertaining to an Interest Reset
Date for Notes bearing interest calculated by reference to the CD Rate,
Commercial Paper Rate, Federal Funds Rate, Prime Rate and CMT Rate will be the
second Business Day next preceding such Interest Reset Date.  The Interest
Determination Date pertaining to an Interest Reset Date for Notes bearing
interest calculated by reference to LIBOR shall be the second London Banking
Day preceding such Interest Reset Date.  As used herein, "London Banking Day"
means any day on which dealings in deposits in the Index Currency (as defined
herein) are transacted in the London interbank market.  The Interest
Determination Date pertaining to an Interest Reset Date for Notes bearing
interest calculated by reference to the Treasury Rate shall be the day of the
week in which such Interest Reset Date falls on which Treasury bills normally
would be auctioned; provided, however, that if as a result of a legal holiday
an auction is held on the Friday of the week preceding such Interest Reset
Date, the related Interest Determination Date shall be such preceding Friday;
and provided, further, that if an auction shall fall on any Interest Reset
Date, then the Interest Reset Date shall instead be the first Business Day
following the date of such auction.

               Unless otherwise specified on the face hereof, the "Calculation
Date" pertaining to an Interest Determination Date will be the earlier of (i)
the tenth calendar day after such Interest Determination Date or, if such day
is not a Business Day, the next succeeding Business Day, or (ii) the Business
Day preceding the applicable Interest Payment Date or Maturity Date (or, with
respect to any principal amount to be redeemed or repaid, any redemption or
repayment date), as the case may be.

               Determination of CD Rate.  If the Base Rate specified on the
face hereof is the CD Rate, the CD Rate with respect to this Note shall be
determined on each Interest Determination Date and shall be the rate on such
date for negotiable certificates of deposit having the Index Maturity
specified on the face hereof as published by the Board of Governors of the
Federal Reserve System in "Statistical Release H.15(519), Selected Interest
Rates," or any successor publication of the Board of Governors of the Federal
Reserve System ("H.15(519)"), under the heading "CDs (Secondary Market)," or,
if not so published by 9:00 A.M., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, the CD Rate will be the rate
on such Interest Determination Date for negotiable certificates of deposit of
the Index Maturity specified on the face hereof as published by the Federal
Reserve Bank of New York in its daily statistical release "Composite 3:30 P.M.
Quotations for U.S. Government Securities" ("Composite Quotations") under the
heading "Certificates of Deposit."  If neither of such rates is published by
3:00 P.M., New York City time, on such Calculation Date, then the CD Rate on
such Interest Determination Date will be calculated by the Calculation Agent
referred to on the face hereof and will be the arithmetic mean of the secondary
market offered rates as of 10:00 A.M., New York City time, on such Interest
Determination Date for certificates of deposit in the denomination of
$5,000,000 with a remaining maturity closest to the Index Maturity specified
on the face hereof of three leading nonbank dealers in negotiable U.S. dollar
certificates of deposit in The City of New York selected by the Calculation
Agent for negotiable certificates of deposit of major United States money
center banks of the highest credit standing in the market for negotiable
certificates of deposit; provided, however, that if the dealers selected as
aforesaid by the Calculation Agent are not quoting as mentioned in this
sentence, the CD Rate in effect for the applicable period will be the same as
the CD Rate for the immediately preceding Interest Reset Period (or, if there
was no such Interest Reset Period, the rate of interest payable hereon shall
be the Initial Interest Rate).

               Determination of Commercial Paper Rate.  If the Base Rate
specified on the face hereof is the Commercial Paper Rate, the Commercial
Paper Rate with respect to this Note shall be determined on each Interest
Determination Date and shall be the Money Market Yield (as defined herein) of
the rate on such date for commercial paper having the Index Maturity specified
on the face hereof, as such rate shall be published in H.15(519) under the
heading "Commercial Paper," or if not so published prior to 9:00 A.M., New
York City time, on the Calculation Date pertaining to such Interest
Determination Date, the Commercial Paper Rate shall be the Money Market Yield
of the rate on such Interest Determination Date for commercial paper of the
Index Maturity specified on the face hereof as published in Composite
Quotations under the heading "Commercial Paper."  If neither of such rates is
published by 3:00 P.M., New York City time, on such Calculation Date, then the
Commercial Paper Rate shall be the Money Market Yield of the arithmetic mean
of the offered rates as of 11:00 A.M., New York City time, on such Interest
Determination Date of three leading dealers in commercial paper in The City of
New York selected by the Calculation Agent for commercial paper of the Index
Maturity specified on the face hereof, placed for an industrial issuer whose
bond rating is "AA," or the equivalent, from a nationally recognized rating
agency; provided, however, that if the dealers selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence, the
Commercial Paper Rate in effect for the applicable period will be the same as
the Commercial Paper Rate for the immediately preceding Interest Reset Period
(or, if there was no such Interest Reset Period, the rate of interest payable
hereon shall be the Initial Interest Rate).

               "Money Market Yield" shall be the yield calculated in
accordance with the following formula:

          Money Market Yield =    D x 360
                                ---------------- x 100
                                360 - (D x M)

where "D" refers to the applicable per annum rate for commercial paper quoted
on a bank discount basis and expressed as a decimal and "M" refers to the
actual number of days in the Index Maturity specified on the face hereof.

               Determination of Federal Funds Rate.  If the Base Rate
specified on the face hereof is the Federal Funds Rate, the Federal Funds Rate
with respect to this Note shall be determined on each Interest Determination
Date and shall be the rate on such date for Federal Funds as published in
H.15(519) under the heading "Federal Funds (Effective)," or, if not so
published by 9:00 A.M., New York City time, on the Calculation Date pertaining
to such Interest Determination Date, the Federal Funds Rate will be the rate
on such Interest Determination Date as published in Composite Quotations under
the heading "Federal Funds/Effective Rate."  If neither of such rates is
published by 3:00 P.M., New York City time, on such Calculation Date, the
Federal Funds Rate for such Interest Determination Date will be calculated by
the Calculation Agent and will be the arithmetic mean of the rates for the
last transaction in overnight Federal funds as of 11:00 A.M., New York City
time, on such Interest Determination Date arranged by three leading brokers in
Federal funds transactions in The City of New York selected by the Calculation
Agent; provided, however, that if the brokers selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence, the Federal
Funds Rate in effect for the applicable period will be the same as the Federal
Funds Rate for the immediately preceding Interest Reset Period (or, if there
was no such Interest Reset Period, the rate of interest payable hereon shall be
the Initial Interest Rate).

               Determination of LIBOR.  If the Base Rate specified on the face
hereof is LIBOR, LIBOR with respect to this Note shall be determined on each
Interest Determination Date as follows:

               (i)   As of the Interest Determination Date, the Calculation
         Agent will determine (a) if "LIBOR Reuters" is specified as the
         Reporting Service on the face hereof, the arithmetic mean of the
         offered rates (unless the specified Designated LIBOR Page (as defined
         below) by its terms provides only for a single rate, in which case
         such single rate shall be used) for deposits in the London interbank
         market in the Index Currency for the period of the Index Maturity
         specified on the face hereof, commencing on the second London Banking
         Day immediately following such Interest Determination Date, which
         appear on the Designated LIBOR Page at approximately 11:00 A.M.,
         London time, on such Interest Determination Date, if at least two
         such offered rates appear (unless, as aforesaid, only a single rate is
         required) on such Designated LIBOR Page, or (b) if "LIBOR Telerate"
         is specified as the Reporting Service on the face hereof, the rate
         for deposits in the Index Currency for the period of the Index
         Maturity, commencing on such Interest Determination Date, that
         appears on the Designated LIBOR Page at approximately 11:00 A.M.,
         London time, on such Interest Determination Date.  If fewer than two
         offered rates appear (if "LIBOR Reuters" is specified as the
         Reporting Service on the face hereof and calculation of LIBOR is
         based on the arithmetic mean of the offered rates) or if no rate
         appears (if the Reporting Service on the face hereof specifies either
         (x) "LIBOR Reuters" and the Designated LIBOR Page by its terms
         provides only for a single rate or (y) "LIBOR Telerate"), LIBOR in
         respect of that Interest Determination Date will be determined as if
         the parties had specified the rate described in (ii) below.

             (ii)    With respect to an Interest Determination Date on which
         fewer than two offered rates appear (if "LIBOR Reuters" is specified
         as the Reporting Service on the face hereof and calculation of LIBOR
         is based on the arithmetic mean of the offered rates) or no rate
         appears (if the Reporting Service on the face hereof specifies either
         (x) "LIBOR Reuters" and the Designated LIBOR Page by its terms
         provides only for a single rate or (y) "LIBOR Telerate"), the
         Calculation Agent will request the principal London offices of each
         of four major reference banks in the London interbank market, as
         selected by the Calculation Agent (after consultation with the
         Issuer), to provide the Calculation Agent with its offered quotations
         for deposits in the Index Currency for the period of the Index
         Maturity specified on the face hereof, commencing on the second
         London Banking Day immediately following such Interest Determination
         Date, to prime banks in the London interbank market at approximately
         11:00 A.M., London time, on such Interest Determination Date and in
         a principal amount equal to an amount of not less than U.S.$1 million
         (or the equivalent in the Index Currency) that is representative of a
         single transaction in such Index Currency in such market at such
         time.  If at least two such quotations are provided, LIBOR will be
         the arithmetic mean of such quotations.  If fewer than two quotations
         are provided, LIBOR in respect of that Interest Determination Date
         will be the arithmetic mean of rates quoted at approximately 11:00
         A.M. (or such other time specified on the face hereof), in the
         applicable principal financial center for the country of the Index
         Currency on such Interest Determination Date, by three major banks in
         such principal financial center selected by the Calculation Agent
         (after consultation with the Issuer) on such Interest Determination
         Date for loans in the Index Currency to leading European banks, for
         the period of the Index Maturity specified on the face hereof
         commencing on the second London Banking Day immediately following
         such Interest Determination Date and in a principal amount of not
         less than U.S.$1 million (or the equivalent in the Index Currency)
         that is representative of a single transaction in such Index Currency
         in such market at such time; provided, however, that if the banks
         selected as aforesaid by the Calculation Agent are not quoting rates
         as mentioned in this sentence, "LIBOR" for such Interest Reset Period
         will be the same as LIBOR for the immediately preceding Interest
         Reset Period (or, if there was no such Interest Reset Period, the
         rate of interest payable on the LIBOR Notes for which LIBOR is being
         determined shall be the Initial Interest Rate).  "Index Currency"
         means the currency (including composite currencies) specified as
         Index Currency on the face hereof.  If no such currency is specified
         as Index Currency on the face hereof, the Index Currency shall be
         U.S. dollars.  "Designated LIBOR Page" means either (a) if "LIBOR
         Reuters" is designated as the Reporting Service on the face hereof,
         the display on the Reuters Monitor Money Rates Service for the
         purpose of displaying the London interbank rates of major banks for
         the applicable Index Currency, or (b) if "LIBOR Telerate" is
         designated as the Reporting Service on the face hereof, the display
         on the Dow Jones Telerate Service for the purpose of displaying the
         London interbank rates of major banks for the applicable Index
         Currency.  If neither LIBOR Reuters nor LIBOR Telerate is specified
         as the Reporting Service on the face hereof, LIBOR for the applicable
         Index Currency will be determined as if LIBOR Telerate (and, if the
         U.S. dollar is the Index Currency, Page 3750) had been specified.

               Determination of Prime Rate.  If the Base Rate specified on the
face hereof is the Prime Rate, the Prime Rate with respect to this Note shall
be determined on each Interest Determination Date and shall be the rate set
forth in H.15(519) for such date opposite the caption "Bank Prime Loan."  If
such rate is not yet published by 9:00 A.M., New York City time, on the
Calculation Date pertaining to such Interest Determination Date, the Prime
Rate for such Interest Determination Date will be the arithmetic mean of the
rates of interest publicly announced by each bank named on the Reuters Screen
NYMF Page (as defined below) as such bank's prime rate or base lending rate as
in effect for such Interest Determination Date as quoted on the Reuters Screen
NYMF Page on such Interest Determination Date, or, if fewer than four such
rates appear on the Reuters Screen NYMF Page for such Interest Determination
Date, the rate shall be the arithmetic mean of the prime rates quoted on the
basis of the actual number of days in the year divided by 360 as of the close
of business on such Interest Determination Date by at least two of the three
major money center banks in The City of New York selected by the Calculation
Agent from which quotations are requested.  If fewer than two quotations are
provided, the Prime Rate shall be calculated by the Calculation Agent and
shall be determined as the arithmetic mean on the basis of the prime rates in
The City of New York by the appropriate number of substitute banks or trust
companies organized and doing business under the laws of the United States, or
any State thereof, in each case having total equity capital of at least U.S.
$500 million and being subject to supervision or examination by Federal or
State authority, selected by the Calculation Agent to quote such rate or
rates.  "Reuters Screen NYMF Page" means the display designated as Page "NYMF"
on the Reuters Monitor Money Rates Service (or such other page as may replace
the NYMF Page on that service for the purpose of displaying prime rates or
base lending rates of major United States banks).

               If in any month or two consecutive months the Prime Rate is not
published in H.15(519) and the banks or trust companies selected as aforesaid
are not quoting as mentioned in the preceding paragraph, the "Prime Rate" for
such Interest Reset Period will be the same as the Prime Rate for the
immediately preceding Interest Reset Period (or, if there was no such Interest
Reset Period, the rate of interest payable hereon shall be the Initial
Interest Rate).  If this failure continues over three or more consecutive
months, the Prime Rate for each succeeding Interest Determination Date until
the maturity or redemption of this Note or, if earlier, until this failure
ceases, shall be LIBOR determined as if the Base Rate specified on the face
hereof were LIBOR, as if LIBOR Telerate had been specified as the Reporting
Service and U.S. dollars had been specified as the Index Currency and the
Spread, if any, shall be the number of basis points specified on the face
hereof as the "Alternate Rate Event Spread."

               Determination of Treasury Rate.  If the Base Rate specified on
the face hereof is the Treasury Rate, the Treasury Rate with respect to this
Note shall be determined on each Interest Determination Date and shall be the
rate for the auction held on such date of direct obligations of the United
States ("Treasury Bills") having the Index Maturity specified on the face
hereof, as published in H.15(519) under the heading "Treasury Bills--auction
average (investment)," or if not so published by 9:00 A.M., New York City
time, on the Calculation Date pertaining to such Interest Determination Date,
the auction average rate on such Interest Determination Date (expressed as a
bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) as otherwise announced by the United States
Department of the Treasury.  In the event that the results of the auction of
Treasury Bills having the Index Maturity specified on the face hereof are not
published or reported as provided above by 3:00 P.M., New York City time, on
such Calculation Date or if no such auction is held on such Interest
Determination Date, then the Treasury Rate shall be calculated by the
Calculation Agent and shall be a yield to maturity (expressed as a bond
equivalent, on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) calculated using the arithmetic mean of the secondary
market bid rates, as of approximately 3:30 P.M., New York City time, on such
Interest Determination Date, of three leading primary United States government
securities dealers selected by the Calculation Agent for the issue of Treasury
Bills with a remaining maturity closest to the Index Maturity specified on the
face hereof; provided, however, that if the dealers selected as aforesaid by
the Calculation Agent are not quoting as mentioned in this sentence, the
Treasury Rate for such Interest Reset Date will be the same as the Treasury
Rate for the immediately preceding Interest Reset Period (or, if there was no
such Interest Reset Period, the rate of interest payable hereon shall be the
Initial Interest Rate).

               Determination of CMT Rate.  If the Base Rate specified on the
face hereof is the CMT Rate, the CMT Rate with respect to this Note shall be
determined on each Interest Determination Date and shall be the rate displayed
for the Index Maturity specified on the face hereof on Telerate Page 7055 for
"Daily Treasury Constant Maturities and Money Markets/Federal Reserve Board
Release H.15 Monday's Approx. 3:45 P.M. EDT," for such Interest Determination
Date (or such other page as may replace that page on such service for the
purpose of displaying rates or prices comparable to the CMT Rate, as
determined by the Calculation Agent).  If such rate is not available by 3:00
P.M., New York City time, on the Calculation Date pertaining to such Interest
Determination Date, then the CMT Rate for such Interest Determination Date
shall be the bond equivalent yield to maturity of the arithmetic mean (as
calculated by the Calculation Agent) of the secondary market bid rates, as of
3:00 P.M., New York City time, on such Interest Determination Date, reported
by three leading primary United States government securities dealers in The
City of New York selected by the Calculation Agent (after consultation with
the Issuer), for the most recently issued direct noncallable fixed rate
Treasury Bills with an original maturity approximately equal to the Index
Maturity specified on the face hereof; provided, however, that if the dealers
selected as aforesaid by the Calculation Agent are not quoting bid rates as
mentioned in this sentence, the "CMT Rate" in effect for the applicable period
will be the same as the CMT Rate for the immediately preceding Interest Reset
Period (or, if there was no such Interest Reset Period, the rate of interest
payable hereon shall be the Initial Interest Rate).

               Notwithstanding the foregoing, the interest rate hereon shall
not be greater than the Maximum Interest Rate, if any, or less than the
Minimum Interest Rate, if any, specified on the face hereof or, if the Maximum
Interest Rate or Minimum Interest Rate is reset in accordance with the
procedures referred to above, as determined pursuant to such procedures.  The
Calculation Agent shall calculate the interest rate hereon in accordance with
the foregoing on or before each Calculation Date.  The interest rate on this
Note will in no event be higher than the maximum rate permitted by New York
law, as the same may be modified by United States Federal law of general
application.

               At the request of the holder hereof, the Calculation Agent will
provide to the holder hereof the interest rate hereon then in effect and, if
determined, the interest rate that will become effective as of the next
Interest Reset Date.

               Interest payments on this Note will include interest accrued to
but excluding the Interest Payment Dates or Maturity Date (or any earlier
redemption date), as the case may be.  Accrued interest hereon for any period
shall be the sum of the products obtained by multiplying the interest factor
calculated for each day in such period by the principal amount hereof shown on
Schedule I hereto for each such day; provided that for the purpose of
calculating the amount of interest payable hereon, any decrease in the
principal amount hereof attributable to an exercise of the option to terminate
the automatic extension of the maturity hereof shall be effective on and as of
the Election Date corresponding to the exercise of such option, and any
increase in the principal amount hereof shall be effective on and as of the
Interest Payment Date immediately preceding the date of such increase.  The
interest factor for each such day shall be computed by dividing the interest
rate applicable to such day by 360 if the Base Rate is CD Rate, Commercial
Paper Rate, Federal Funds Rate, Prime Rate or LIBOR, as specified on the face
hereof, or by the actual number of days in the year if the Base Rate is the
Treasury Rate or the CMT Rate, as specified on the face hereof.  All
percentages resulting from any calculation of the rate of interest on this
Note will be rounded, if necessary, to the nearest one hundred-thousandth of a
percentage point (.0000001), with five one-millionths of a percentage point
rounded upward, and all dollar amounts used in or resulting from such
calculation on this Note will be rounded to the nearest cent (with one-half
cent rounded upward).  The interest rate in effect on any Interest Reset Date
will be the applicable rate as reset on such date.  The interest rate
applicable to any other day is the interest rate from the immediately
preceding Interest Reset Date (or, if none, the Initial Interest Rate).

               This Note and all other obligations of the Issuer hereunder
will constitute part of the subordinated debt of the Issuer, will be issued
under the Subordinated Indenture and will be subordinate and junior in right
of payment, to the extent and in the manner set forth in the Subordinated
Indenture, to all "Senior Indebtedness" of the Issuer.  The Subordinated
Indenture defines "Senior Indebtedness" as obligations (other than
non-recourse obligations, the debt securities, including this Note, issued
under the Subordinated Indenture or any other obligations specifically
designated as being subordinate in right of payment to Senior Indebtedness)
of, or guaranteed or assumed by, the Issuer for borrowed money or evidenced by
bonds, debentures, notes or other similar instruments, and amendments,
renewals, extensions, modifications and refundings of any such indebtedness or
obligation.

               This Note, and any Note or Notes issued upon transfer or
exchange hereof, is issuable only in fully registered form, without coupons,
and is issuable only in denominations of U.S. $1,000 and any integral multiple
of U.S. $1,000 in excess thereof.

               Chemical Bank has been appointed registrar for the Notes (the
"Registrar," which term includes any successor registrar appointed by the
Issuer), and the Registrar will maintain at its office in The City of New York
a register for the registration and transfer of Notes.  This Note may be
transferred at the aforesaid office of the Registrar by surrendering this Note
for cancellation, accompanied by a written instrument of transfer in form
satisfactory to the Registrar and duly executed by the registered holder hereof
in person or by the holder's attorney duly authorized in writing, and
thereupon the Registrar shall issue in the name of the transferee or
transferees, in exchange herefor, a new Note or Notes having identical terms
and provisions and having a like aggregate principal amount in authorized
denominations, subject to the terms and conditions set forth herein; provided,
however, that the Registrar will not be required (i) to register the transfer
of or exchange any Note that has been called for redemption in whole or in
part, except the unredeemed portion of Notes being redeemed in part, (ii) to
register the transfer of or exchange any Note if the holder thereof has
exercised his right, if any, to require the Issuer to repurchase such Note in
whole or in part, except the portion of such Note not required to be
repurchased or (iii) to register the transfer of or exchange Notes to the
extent and during the period so provided in the Subordinated Indenture with
respect to the redemption of Notes.  Notes are exchangeable at said office for
other Notes of other authorized denominations of equal aggregate principal
amount having identical terms and provisions.  All such exchanges and
transfers of Notes will be free of charge, but the Issuer may require payment
of a sum sufficient to cover any tax or other governmental charge in
connection therewith.  All Notes surrendered for exchange shall be accompanied
by a written instrument of transfer in form satisfactory to the Registrar and
executed by the registered holder in person or by the holder's attorney duly
authorized in writing.  The date of registration of any Note delivered upon
any exchange or transfer of Notes shall be such that no gain or loss of
interest results from such exchange or transfer.

               In case any Note shall at any time become mutilated, defaced or
be destroyed, lost or stolen and such Note or evidence of the loss, theft or
destruction thereof (together with the indemnity hereinafter referred to and
such other documents or proof as may be required in the premises) shall be
delivered to the Registrar, a new Note of like tenor will be issued by the
Issuer in exchange for the Note so mutilated or defaced, or in lieu of the
Note so destroyed or lost or stolen, but, in the case of any destroyed or lost
or stolen Note, only upon receipt of evidence satisfactory to the Registrar
and the Issuer that such Note was destroyed or lost or stolen and, if required,
upon receipt also of indemnity satisfactory to each of them.  All expenses and
reasonable charges associated with procuring such indemnity and with the
preparation, authentication and delivery of a new Note shall be borne by the
owner of the Note mutilated, defaced, destroyed, lost or stolen.

               The Subordinated Indenture provides that, (a) if an Event of
Default (as defined in the Subordinated Indenture) due to the default in
payment of principal of, premium, if any, or interest on, any series of debt
securities issued under the Subordinated Indenture, including the series of
Subordinated Medium-Term Notes of which this Note forms a part, or due to the
default in the performance or breach of any other covenant or warranty of the
Issuer applicable to the debt securities of such series but not applicable to
all outstanding debt securities issued under the Subordinated Indenture shall
have occurred and be continuing, either the Trustee or the holders of not less
than 25% in principal amount of the debt securities of each affected series
(voting as a single class) may then declare the principal of all debt
securities of all such series and interest accrued thereon to be due and
payable immediately and (b) if an Event of Default due to a default in the
performance of any other of the covenants or agreements in the Senior
Indenture applicable to all outstanding debt securities issued thereunder,
including this Note, or due to certain events of bankruptcy, insolvency and
reorganization of the Issuer, shall have occurred and be continuing, either
the Trustee or the holders of not less than 25% in principal amount of all
debt securities issued under the Subordinated Indenture then outstanding
(treated as one class) may declare the principal of all such debt securities
and interest accrued thereon to be due and payable immediately, but upon
certain conditions such declarations may be annulled and past defaults may be
waived (except a continuing default in payment of principal (or premium, if
any) or interest on such debt securities) by the holders of a majority in
principal amount of the debt securities of all affected series then
outstanding.

               The Subordinated Indenture permits the Issuer and the Trustee,
with the consent of the holders of not less than a majority in aggregate
principal amount of the debt securities of all series issued under the
Subordinated Indenture then outstanding and affected (voting as one class), to
execute supplemental indentures adding any provisions to or changing in any
manner the rights of the holders of each series so affected; provided that the
Issuer and the Trustee may not, without the consent of the holder of each
outstanding debt security affected thereby, (a) extend the final maturity of
any such debt security, or reduce the principal amount thereof, or reduce the
rate or extend the time of payment of interest thereon, or reduce any amount
payable on redemption thereof, or change the currency of payment thereof, or
impair or affect the rights of any holder to institute suit for the payment
thereof without the consent of the holder of each debt security so affected;
or (b) reduce the aforesaid percentage in principal amount of debt securities
the consent of the holders of which is required for any such supplemental
indenture, without the consent of the holders of each debt security so
affected; provided, however, that neither this Note nor the Subordinated
Indenture may be amended to alter the subordination provisions hereof or
thereof without the written consent of each holder of Senior Indebtedness then
outstanding that would be adversely affected thereby.

               So long as this Note shall be outstanding, the Issuer will
cause to be maintained an office or agency for the payment of the principal of
and premium, if any, and interest on this Note as herein provided in the
Borough of Manhattan, The City of New York, and an office or agency in said
Borough of Manhattan for the registration, transfer and exchange as aforesaid
of the Notes.  The Issuer may designate other agencies for the payment of said
principal, premium and interest at such place or places (subject to applicable
laws and regulations) as the Issuer may decide.  So long as there shall be
such an agency, the Issuer shall keep the Trustee advised of the names and
locations of such agencies, if any are so designated.

               With respect to moneys paid by the Issuer and held by the
Trustee or any Paying Agent for the payment of the principal of or interest or
premium, if any, on any Notes that remain unclaimed at the end of two years
after such principal, interest or premium shall have become due and payable
(whether at maturity or upon call for redemption or otherwise), (i) the
Trustee or such Paying Agent shall notify the holders of such Notes that such
moneys shall be repaid to the Issuer and any person claiming such moneys shall
thereafter look only to the Issuer for payment thereof and (ii) such moneys
shall be so repaid to the Issuer.  Upon such repayment all liability of the
Trustee or such Paying Agent with respect to such moneys shall thereupon cease,
without, however, limiting in any way any obligation that the Issuer may have
to pay the principal of or interest or premium, if any, on this Note as the
same shall become due.

               No provision of this Note or of the Subordinated Indenture
shall alter or impair the obligation of the Issuer, which is absolute and
unconditional, to pay the principal of, premium, if any, and interest on this
Note at the time, place, and rate, and in the coin or currency, herein
prescribed unless otherwise agreed between the Issuer and the registered
holder of this Note.

               Prior to due presentment of this Note for registration of
transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee
may treat the holder in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note be overdue, and none of the Issuer,
the Trustee or any such agent shall be affected by notice to the contrary.

               No recourse shall be had for the payment of the principal of,
premium, if any, or the interest on this Note, for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Subordinated
Indenture or any indenture supplemental thereto, against any incorporator,
shareholder, officer or director, as such, past, present or future, of the
Issuer or of any successor corporation, either directly or through the Issuer
or any successor corporation, whether by virtue of any constitution, statute
or rule of law or by the enforcement of any assessment or penalty or
otherwise, all such liability being, by the acceptance hereof and as part of
the consideration for the issue hereof, expressly waived and released.

               This Note shall for all purposes be governed by, and construed
in accordance with, the laws of the State of New York.

               All terms used in this Note which are defined in the
Subordinated Indenture and not otherwise defined herein shall have the
meanings assigned to them in the Subordinated Indenture.

                                 ABBREVIATIONS

               The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written
out in full according to applicable laws or regulations:

               TEN COM-as tenants in common
               TEN ENT-as tenants by the entireties
               JT TEN-as joint tenants with right of survivorship
                 and not as tenants in common

         UNIF GIFT MIN ACT-...........Custodian..............
                             (Cust)                 (Minor)

         Under Uniform Gifts to Minors Act...................
                                                (State)

               Additional abbreviations may also be used though not in the
above list.

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

[PLEASE INSERT SOCIAL SECURITY OR OTHER
    IDENTIFYING NUMBER OF ASSIGNEE]


_______________________________________!
                                       !
                                       !
______________________________________________________________________________
[PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING ZIP CODE,
   OF ASSIGNEE]

______________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably

______________________________________________________________________________
constituting and appointing such person attorney to transfer

______________________________________________________________________________
such note on the books of the Issuer, with full power of

______________________________________________________________________________
substitution in the premises.


Dated:_____________________


NOTICE:        The signature to this assignment must correspond with the name
               as written upon the face of the within Note in every particular
               without alteration or enlargement or any change whatsoever.



              OPTION TO ELECT TERMINATION OF AUTOMATIC EXTENSION


         The undersigned hereby elects to terminate the automatic extension of
the maturity of the within Note (or the portion thereof specified below) with
the effect provided in the within Note by surrendering the within Note to the
Paying Agent at Chemical Bank, 55 Water Street, New York, New York 10041,
Attention:  Corporate Trustee Administration Department, or such other address
of which the Issuer shall from time to time notify the holders of the Notes,
together with this form of "Option to Elect Termination of Automatic
Extension" duly completed by the holder of the within Note.

         If the automatic extension of the maturity of less than the entire
principal amount of the within Note is to be terminated, specify the portion
thereof (which shall be $100,000 or an integral multiple of $1,000 in excess
thereof) as to which the holder elects to terminate the automatic extension of
the maturity $______; and specify the denomination or denominations (which
shall be $100,000 or an integral multiple of $1,000 in excess thereof) of the
Notes in the form attached to the within Note as Exhibit A to be issued to the
holder for the portion of the within Note as to which the automatic extension
of maturity is being terminated (in the absence of any such specification one
such Note will be issued for the portion as to which the automatic extension
of maturity is being terminated) $__________.


Dated:_______________            _____________________________________________
                                 NOTICE:  The signature on this Option to
                                 Elect Termination of Automatic Extension must
                                 correspond with the name as written upon the
                                 face of the within Note in every particular,
                                 without alteration or enlargement or any
                                 change whatever.


                                                                    SCHEDULE I

                             SCHEDULE OF EXCHANGES


          The initial principal amount of this Note is $__________.  The
following exchanges of a portion of this Note for an interest in a Short-Term
Note and the following exchanges of an interest in a Short-Term Note for an
interest in this Note have been made:




                           Reduced         Principal         Increased
                           Principal       Amount of         Principal
            Principal      Amount          Short-Term        Amount          Notation
            Amount         Outstanding     Note              Outstanding     Made by or
            Exchanged      Following       Exchanged         Following       on Behalf
Date of     for Short-     Such            for Interest      Such            of Paying
Exchange    Term Note      Exchange        in this Note      Exchange        Agent

                                                              
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________
__________  ___________    ___________     ____________      ___________     ___________





                                                                  EXHIBIT A



                          [FORM OF FACE OF SECURITY]


                  [Subordinated Variable Rate Renewable Note]



REGISTERED                                                          REGISTERED
No. SUBVRR                                                               Cusip
                                                               U.S. $_________
                                                                as modified by
                                                                    Schedule I



               Unless this certificate is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York, New
York) to the issuer or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of Cede & Co. or
such other name as requested by an authorized representative of The Depository
Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, since
the registered owner hereof, Cede & Co., has an interest herein.


         IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "ORIGINAL YIELD TO
         MATURITY" AND "INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE
         APPROXIMATE METHOD) SET FORTH BELOW HAVE BEEN COMPLETED SOLELY FOR
         THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL ISSUE
         DISCOUNT ("OID") RULES.



                           MORGAN STANLEY GROUP INC.
                     SUBORDINATED VARIABLE RATE RENEWABLE
                       GLOBAL MEDIUM-TERM NOTE, SERIES C

BASE RATE:              ORIGINAL ISSUE DATE:          INTEREST ACCRUAL DATE:

INDEX MATURITY:         INITIAL INTEREST RESET        MATURITY DATE:
                        DATE:

SPREAD (PLUS OR MINUS):                               INTEREST PAYMENT PERIOD:

                        MAXIMUM INTEREST RATE:

ALTERNATE RATE EVENT SPREAD:                          INTEREST PAYMENT DATES:

                        MINIMUM INTEREST RATE:

SPREAD MULTIPLIER:
                        TOTAL AMOUNT OF OID:          INTEREST RESET PERIOD:

APPLICABILITY OF ISSUER'S                             ORIGINAL YIELD TO
OPTION TO RESET SPREAD OR                             INTEREST RESET DATES:
SPREAD MULTIPLIER:                                    MATURITY:

                        INITIAL ACCRUAL
                        PERIOD OID:                   CALCULATION AGENT:

OTHER PROVISIONS:                                     INDEX CURRENCY:


               Morgan Stanley Group Inc., a Delaware corporation (together
with its successors and assigns, the "Issuer"), for value received, hereby
promises to pay to



            , or registered assignees, the principal sum specified in Schedule
I hereto on the Maturity Date specified above and to pay interest on the
principal amount hereof outstanding from time to time, from the Interest
Accrual Date specified above at a rate per annum equal to the Initial Interest
Rate, as defined below, until the Initial Interest Reset Date specified above,
and thereafter at a rate per annum determined in accordance with the
provisions specified on the reverse hereof until the earlier of (a) the date
on which the principal hereof is paid or duly made available for payment and
(b) the Interest Payment Date immediately preceding the date on which the
principal amount hereof is reduced to zero, in each case, together with the
unpaid amount of interest, if any, payable on the principal amount hereof
during the period that the Issuer's obligation to pay such principal amount
was evidenced by a predecessor Note that provided for the automatic extension
of the maturity thereof (the "Renewable Note"), which amount shall be payable
on the first date succeeding the Interest Accrual Date specified above on
which interest on this Note is paid and shall be payable to the person
receiving such interest payment.  The Issuer will pay interest hereon in
arrears monthly, quarterly, semiannually or annually as specified above as the
Interest Payment Period on each Interest Payment Date (as specified above),
commencing with the first Interest Payment Date next succeeding the Interest
Accrual Date specified above, and on the Maturity Date or any redemption date;
provided, however, if the Interest Accrual Date occurs between a Record Date,
as defined below, and the next succeeding Interest Payment Date, interest
payments will commence on the second Interest Payment Date succeeding the
Interest Accrual Date to the registered holder of this Note on the Record Date
with respect to such second Interest Payment Date; provided, further, that if
an Interest Payment Date or the Maturity Date would fall on a day that is not
a Business Day, as defined on the reverse hereof, such Interest Payment Date
or Maturity Date shall be the following day that is a Business Day, except
that if the Base Rate specified above is LIBOR and such next Business Day
falls in the next calendar month, the Interest Payment Date or Maturity Date
shall be the immediately preceding day that is a Business Day.  As used
herein, "Initial Interest Rate" means the rate of interest determined using
the Spread or Spread Multiplier, as the case may be, specified in the
Renewable Note and using the Base Rate determined in accordance with the
provisions of the Renewable Note (i) on the Interest Reset Date with respect
to the Renewable Note occurring on the Interest Accrual Date specified
above or (ii) if no such Interest Reset Date occurred on the Interest
Accrual Date, on the Interest Reset Date with respect to the Renewable Note
occurring immediately preceding the Interest Accrual Date.

               Interest on this Note will accrue from and including the most
recent date to which interest has been paid or duly provided for, or, if no
interest has been paid or duly provided for, from the Interest Accrual Date,
until the earlier of (a) the date on which the principal hereof has been paid
or duly made available for payment and (b) the Interest Payment Date
immediately preceding the date on which the principal amount hereof is reduced
to zero in accordance with the provisions set forth below.  The interest so
payable, and punctually paid or duly provided for, on any Interest Payment
Date will, subject to certain exceptions described herein, be paid to the
person in whose name this Note (or one or more predecessor Notes) is
registered at the close of business on the date 15 calendar days prior to such
Interest Payment Date (whether or not a Business Day) (each such date a
"Record Date"); provided, however, that interest payable on the Maturity Date
will be payable to the person to whom the principal hereof shall be payable.

               On any date following the Original Issue Date and prior to the
Record Date immediately preceding the Maturity Date, the holder hereof may,
with the consent of the Issuer, exchange this Note or any portion hereof
having a principal amount of $1,000 or any larger multiple of $1,000 in excess
thereof for an interest in the Renewable Note equal to the principal amount
hereof so exchanged by delivering to the Paying Agent, as defined on the
reverse hereof, (i) this Note with the form entitled "Request to Exchange"
below duly completed or (ii) a telegram, telex, facsimile transmission or a
letter from a member of a national securities exchange or the National
Association of Securities Dealers, Inc. or a commercial bank or a trust
company in the United States of America setting forth the name of the holder
of this Note, the principal amount hereof, the certificate number of this Note
or a description of this Note's tenor or terms, a statement that a request to
exchange is being made thereby, the principal amount hereof with respect to
which such request is being made and a guarantee that this Note with the form
entitled "Request to Exchange" below duly completed will be received by the
Paying Agent no later than five Business Days after the date of such telegram,
telex, facsimile transmission or letter; provided that such telegram, telex,
facsimile transmission or letter shall not be effective unless this Note and
such form duly completed are received by the Paying Agent by such fifth
Business Day.  Such exchange may occur with respect to less than the entire
principal amount hereof provided that the principal amount for which such
exchange does not occur is at least $1,000 or any larger amount that is an
integral multiple of $1,000.  Notwithstanding the foregoing, a request to
exchange all or a portion of this Note for an interest in the Renewable Note
may not be made during the period from and including a Record Date to but
excluding the immediately succeeding Interest Payment Date.  If a request to
exchange any portion hereof is granted by the Issuer, then, on the date of such
exchange, Schedule I hereto shall be annotated to reflect the corresponding
decrease in the principal amount hereof, and Schedule I to the Renewable Note
shall be annotated to reflect the corresponding increase in the principal
amount thereof.

               Payment of the principal of this Note, any premium and the
interest due at the Maturity Date will be made in immediately available funds
upon surrender of this Note at the office or agency of the Paying Agent
maintained for that purpose in the Borough of Manhattan, The City of New York,
or at the office or agency of such other paying agent as the Issuer may
determine.  Payment of the principal of and premium, if any, and interest on
this Note will be made in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that payments of interest, other than
interest due at maturity or any date of redemption, will be made by United
States dollar check mailed to the address of the person entitled thereto as
such address shall appear in the Note register.  A holder of U.S. $10,000,000
or more in aggregate principal amount of Notes having the same Interest
Payment Date will be entitled to receive payments of interest, other than
interest due at maturity or any date of redemption, by wire transfer of
immediately available funds if appropriate wire transfer instructions have
been received by the Paying Agent in writing not less than 15 calendar days
prior to the applicable Interest Payment Date.

               If this Note ceases to be held by The Depository Trust Company
or its successor or the nominee of The Depository Trust Company or its
successor, this Note will be exchanged for one or more Notes of authorized
denominations having an aggregate principal amount equal to the principal
amount of this Note as then shown on Schedule I hereto, which new Notes shall
otherwise have the same terms as this Note, except that the provisions of such
new Notes regarding the exchange thereof for an interest in a note providing
for the automatic extension of the maturity thereof (a "New Renewable Note")
shall be modified to the extent appropriate for notes not required to be held
in a securities depositary; provided that the respective rights and
obligations of the Issuer and the holders of such new Notes shall be the same
in all material respects as the respective rights and obligations of the
Issuer and the holder of this Note.  The terms of the New Renewable Note shall
be the same as the terms of the Renewable Note, except that the principal
amount thereof shall equal the principal amount of the new Notes exchanged
therefor and the provisions of such New Renewable Notes regarding the
automatic extension of the maturity thereof shall be modified to the extent
appropriate for notes not required to be held in a securities depositary;
provided that the respective rights and obligations of the Issuer and the
holders of such New Renewable Notes shall be the same in all material respects
as the respective rights and obligations of the Issuer and the holder of the
Renewable Note.  Such new Notes shall have stated principal amounts and shall
be registered in the names of the persons then having a beneficial interest in
this Note or in the names of their nominees.

               Reference is hereby made to the further provisions of this Note
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place, including,
without limitation, the provisions relating to the subordination of this Note
to the Issuer's Senior Indebtedness, as defined on the reverse hereof.

                Unless the certificate of authentication hereon has been
executed by the Authenticating Agent referred to on the reverse hereof by
manual signature, this Note shall not be entitled to any benefit under the
Subordinated Indenture, as defined on the reverse hereof, or be valid or
obligatory for any purpose.


               IN WITNESS WHEREOF, the Issuer has caused this Note to be duly
executed under its corporate seal.



DATED:                                 MORGAN STANLEY GROUP INC.




                                       By:_______________________
                                             Title:



AUTHENTICATING AGENT'S
CERTIFICATE OF AUTHENTICATION

         This is one of the Notes
referred to in the within-
mentioned Subordinated Indenture.

CHEMICAL BANK,
  as Authenticating Agent



By:____________________________
        Authorized Officer


                         [FORM OF REVERSE OF SECURITY]


               This Note is one of a duly authorized issue of the Subordinated
Global Medium-Term Notes, Series C, having maturities more than nine months
from the date of issue (the "Notes") of the Issuer.  The Notes are issuable
under a Subordinated Indenture, dated as of April 15, 1989, as supplemented by
a First Supplemental Indenture dated as of May 15, 1991 (as so supplemented,
the "Subordinated Indenture"), between the Issuer and The First National Bank
of Chicago, as Trustee (the "Trustee," which term includes any successor
trustee under the Subordinated Indenture), to which Subordinated Indenture and
all indentures supplemental thereto reference is hereby made for a statement
of the respective rights, limitations of rights, duties and immunities of the
Issuer, the Trustee and holders of the Notes and the terms upon which the
Notes are, and are to be, authenticated and delivered.  The Trustee has
appointed Chemical Bank as Authenticating Agent (the "Authenticating Agent,"
which term includes any successor authenticating agent appointed by the
Trustee) with respect to the Notes, and the Issuer has appointed Chemical Bank
at its corporate trust office in The City of New York as the paying agent (the
"Paying Agent," which term includes any additional or successor Paying Agent
appointed by the Issuer) with respect to the Notes.  The terms of individual
Notes may vary with respect to interest rates, interest rate formulas, issue
dates, maturity dates, or otherwise, all as provided in the Subordinated
Indenture.  To the extent not inconsistent herewith, the terms of the
Subordinated Indenture are hereby incorporated by reference herein.

               This Note will not be subject to any sinking fund and will not
be redeemable prior to maturity.

               This Note will bear interest at the rate determined in
accordance with the applicable provisions below by reference to the Base
Rate shown on the face hereof based on the Index Maturity, if any, shown on
the face hereof (i) plus or minus the Spread, if any, or (ii) multiplied by
the Spread Multiplier, if any, specified on the face hereof.  Commencing
with the Initial Interest Reset Date specified on the face hereof, the rate
at which interest on this Note is payable shall be reset as of each
Interest Reset Date (as used herein, the term "Interest Reset Date" shall
include the Initial Interest Reset Date).  The Interest Reset Dates will be
the Interest Reset Dates specified on the face hereof; provided, however,
that the interest rate in effect for the period from the Interest Accrual
Date to the Initial Interest Reset Date specified on the face hereof will
be the Initial Interest Rate.  If any Interest Reset Date would otherwise
be a day that is not a Business Day, such Interest Reset Date shall be
postponed to the next succeeding day that is a Business Day, except that if
the Base Rate specified on the face hereof is LIBOR and such Business Day
is in the next succeeding calendar month, such Interest Reset Date shall be
the next preceding Business Day.  As used herein, "Business Day" means any
day, other than a Saturday or Sunday, and that is neither a legal holiday
nor a day on which banking institutions are authorized or required by law
or regulation to close in The City of New York and, with respect to Notes
bearing interest calculated by reference to LIBOR, in the City of London.

               If so indicated on the face of this Note, the Issuer may from
time to time offer to reset the Spread or Spread Multiplier, as the case may
be, on the Renewable Note by causing the Paying Agent to send to the holder
hereof a notice (an "Optional Exchange Notice") by first class mail, postage
prepaid, or by such other means as shall be agreed between the Issuer and the
Paying Agent, setting forth (a) the new Spread or Spread Multiplier to be
applied to the Renewable Note, together with any change in the Maximum
Interest Rate or Minimum Interest Rate, and (b) the date, if any, on which
such offer will expire.  In order to accept such offer, the holder hereof
must exchange this Note in whole or in part for an interest in the
Renewable Note in accordance with the third paragraph on the face of this
Note by delivering to the Paying Agent the notice referred to in clause (i)
or (ii) of such paragraph prior to the earlier of the expiration date, if
any, of such offer and the Record Date immediately preceding the Maturity
Date.

               The Interest Determination Date pertaining to an Interest Reset
Date for Notes bearing interest calculated by reference to the CD Rate,
Commercial Paper Rate, Federal Funds Rate, Prime Rate and CMT Rate will be the
second Business Day next preceding such Interest Reset Date.  The Interest
Determination Date pertaining to an Interest Reset Date for Notes bearing
interest calculated by reference to LIBOR shall be the second London Banking
Day preceding such Interest Reset Date.  As used herein, "London Banking Day"
means any day on which dealings in deposits in the Index Currency (as defined
herein) are transacted in the London interbank market.  The Interest
Determination Date pertaining to an Interest Reset Date for Notes bearing
interest calculated by reference to the Treasury Rate shall be the day of the
week in which such Interest Reset Date falls on which Treasury bills normally
would be auctioned; provided, however, that if as a result of a legal holiday
an auction is held on the Friday of the week preceding such Interest Reset
Date, the related Interest Determination Date shall be such preceding Friday;
and provided, further, that if an auction shall fall on any Interest Reset
Date, then the Interest Reset Date shall instead be the first Business Day
following the date of such auction.

               Unless otherwise specified on the face hereof, the "Calculation
Date" pertaining to an Interest Determination Date will be the earlier of (i)
the tenth calendar day after such Interest Determination Date or, if such day
is not a Business Day, the next succeeding Business Day, or (ii) the Business
Day preceding the applicable Interest Payment Date or Maturity Date (or, with
respect to any principal amount to be redeemed or repaid, any redemption or
repayment date), as the case may be.

               Determination of CD Rate.  If the Base Rate specified on the
face hereof is the CD Rate, the CD Rate with respect to this Note shall be
determined on each Interest Determination Date and shall be the rate on such
date for negotiable certificates of deposit having the Index Maturity
specified on the face hereof as published by the Board of Governors of the
Federal Reserve System in "Statistical Release H.15(519), Selected Interest
Rates," or any successor publication of the Board of Governors of the Federal
Reserve System ("H.15(519)"), under the heading "CDs (Secondary Market)," or,
if not so published by 9:00 A.M., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, the CD Rate will be the rate
on such Interest Determination Date for negotiable certificates of deposit of
the Index Maturity specified on the face hereof as published by the Federal
Reserve Bank of New York in its daily statistical release "Composite 3:30 P.M.
Quotations for U.S. Government Securities" ("Composite Quotations") under the
heading "Certificates of Deposit."  If neither of such rates is published by
3:00 P.M., New York City time, on such Calculation Date, then the CD Rate on
such Interest Determination Date will be calculated by the Calculation Agent
referred to on the face hereof and will be the arithmetic mean of the
secondary market offered rates as of 10:00 A.M., New York City time, on
such Interest Determination Date for certificates of deposit in the
denomination of $5,000,000 with a remaining maturity closest to the Index
Maturity specified on the face hereof of three leading nonbank dealers in
negotiable U.S. dollar certificates of deposit in The City of New York
selected by the Calculation Agent for negotiable certificates of deposit of
major United States money center banks of the highest credit standing in
the market for negotiable certificates of deposit; provided, however, that
if the dealers selected as aforesaid by the Calculation Agent are not
quoting as mentioned in this sentence, the CD Rate in effect for the
applicable period will be the same as the CD Rate for the immediately
preceding Interest Reset Period (or, if there was no such Interest Reset
Period, the rate of interest payable hereon shall be the Initial Interest
Rate).

               Determination of Commercial Paper Rate.  If the Base Rate
specified on the face hereof is the Commercial Paper Rate, the Commercial
Paper Rate with respect to this Note shall be determined on each Interest
Determination Date and shall be the Money Market Yield (as defined herein) of
the rate on such date for commercial paper having the Index Maturity specified
on the face hereof, as such rate shall be published in H.15(519) under the
heading "Commercial Paper," or if not so published prior to 9:00 A.M., New
York City time, on the Calculation Date pertaining to such Interest
Determination Date, the Commercial Paper Rate shall be the Money Market Yield
of the rate on such Interest Determination Date for commercial paper of the
Index Maturity specified on the face hereof as published in Composite
Quotations under the heading "Commercial Paper."  If neither of such rates is
published by 3:00 P.M., New York City time, on such Calculation Date, then the
Commercial Paper Rate shall be the Money Market Yield of the arithmetic mean
of the offered rates as of 11:00 A.M., New York City time, on such Interest
Determination Date of three leading dealers in commercial paper in The City of
New York selected by the Calculation Agent for commercial paper of the Index
Maturity specified on the face hereof, placed for an industrial issuer whose
bond rating is "AA," or the equivalent, from a nationally recognized rating
agency; provided, however, that if the dealers selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence, the
Commercial Paper Rate in effect for the applicable period will be the same as
the Commercial Paper Rate for the immediately preceding Interest Reset Period
(or, if there was no such Interest Reset Period, the rate of interest payable
hereon shall be the Initial Interest Rate).

               "Money Market Yield" shall be the yield calculated in
accordance with the following formula:

               Money Market Yield =       D x 360
                                     ---------------- x 100
                                       360 - (D x M)

where "D" refers to the applicable per annum rate for commercial paper quoted
on a bank discount basis and expressed as a decimal and "M" refers to the
actual number of days in the Index Maturity specified on the face hereof.

               Determination of Federal Funds Rate.  If the Base Rate
specified on the face hereof is the Federal Funds Rate, the Federal Funds Rate
with respect to this Note shall be determined on each Interest Determination
Date and shall be the rate on such date for Federal Funds as published in
H.15(519) under the heading "Federal Funds (Effective)," or, if not so
published by 9:00 A.M., New York City time, on the Calculation Date pertaining
to such Interest Determination Date, the Federal Funds Rate will be the rate
on such Interest Determination Date as published in Composite Quotations under
the heading "Federal Funds/Effective Rate."  If neither of such rates is
published by 3:00 P.M., New York City time, on such Calculation Date, the
Federal Funds Rate for such Interest Determination Date will be calculated by
the Calculation Agent and will be the arithmetic mean of the rates for the
last transaction in overnight Federal funds as of 11:00 A.M., New York City
time, on such Interest Determination Date arranged by three leading brokers in
Federal funds transactions in The City of New York selected by the Calculation
Agent; provided, however, that if the brokers selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence, the Federal
Funds Rate in effect for the applicable period will be the same as the Federal
Funds Rate for the immediately preceding Interest Reset Period (or, if there
was no such Interest Reset Period, the rate of interest payable hereon
shall be the Initial Interest Rate).

               Determination of LIBOR.  If the Base Rate specified on the face
hereof is LIBOR, LIBOR with respect to this Note shall be determined on each
Interest Determination Date as follows:

               (i)   As of the Interest Determination Date, the Calculation
         Agent will determine (a) if "LIBOR Reuters" is specified as the
         Reporting Service on the face hereof, the arithmetic mean of the
         offered rates (unless the specified Designated LIBOR Page (as defined
         below) by its terms provides only for a single rate, in which case
         such single rate shall be used) for deposits in the London interbank
         market in the Index Currency for the period of the Index Maturity
         specified on the face hereof, commencing on the second London Banking
         Day immediately following such Interest Determination Date, which
         appear on the Designated LIBOR Page at approximately 11:00 A.M.,
         London time, on such Interest Determination Date, if at least two
         such offered rates appear (unless, as aforesaid, only a single rate is
         required) on such Designated LIBOR Page, or (b) if "LIBOR Telerate"
         is specified as the Reporting Service on the face hereof, the rate
         for deposits in the Index Currency for the period of the Index
         Maturity, commencing on such Interest Determination Date, that
         appears on the Designated LIBOR Page at approximately 11:00 A.M.,
         London time, on such Interest Determination Date.  If fewer than two
         offered rates appear (if "LIBOR Reuters" is specified as the
         Reporting Service on the face hereof and calculation of LIBOR is
         based on the arithmetic mean of the offered rates) or if no rate
         appears (if the Reporting Service on the face hereof specifies either
         (x) "LIBOR Reuters" and the Designated LIBOR Page by its terms
         provides only for a single rate or (y) "LIBOR Telerate"), LIBOR in
         respect of that Interest Determination Date will be determined as if
         the parties had specified the rate described in (ii) below.

             (ii)    With respect to an Interest Determination Date on which
         fewer than two offered rates appear (if "LIBOR Reuters" is specified
         as the Reporting Service on the face hereof and calculation of LIBOR
         is based on the arithmetic mean of the offered rates) or no rate
         appears (if the Reporting Service on the face hereof specifies either
         (x) "LIBOR Reuters" and the Designated LIBOR Page by its terms
         provides only for a single rate or (y) "LIBOR Telerate"), the
         Calculation Agent will request the principal London offices of each
         of four major reference banks in the London interbank market, as
         selected by the Calculation Agent (after consultation with the
         Issuer), to provide the Calculation Agent with its offered quotations
         for deposits in the Index Currency for the period of the Index
         Maturity specified on the face hereof, commencing on the second
         London Banking Day immediately following such Interest Determination
         Date, to prime banks in the London interbank market at approximately
         11:00 A.M., London time, on such Interest Determination Date and in
         a principal amount equal to an amount of not less than U.S.$1 million
         (or the equivalent in the Index Currency) that is representative of a
         single transaction in such Index Currency in such market at such
         time.  If at least two such quotations are provided, LIBOR will be
         the arithmetic mean of such quotations.  If fewer than two quotations
         are provided, LIBOR in respect of that Interest Determination Date
         will be the arithmetic mean of rates quoted at approximately 11:00
         A.M. (or such other time specified on the face hereof), in the
         applicable principal financial center for the country of the Index
         Currency on such Interest Determination Date, by three major banks in
         such principal financial center selected by the Calculation Agent
         (after consultation with the Issuer) on such Interest Determination
         Date for loans in the Index Currency to leading European banks, for
         the period of the Index Maturity specified on the face hereof
         commencing on the second London Banking Day immediately following
         such Interest Determination Date and in a principal amount of not
         less than U.S.$1 million (or the equivalent in the Index Currency)
         that is representative of a single transaction in such Index Currency
         in such market at such time; provided, however, that if the banks
         selected as aforesaid by the Calculation Agent are not quoting rates
         as mentioned in this sentence, "LIBOR" for such Interest Reset Period
         will be the same as LIBOR for the immediately preceding Interest
         Reset Period (or, if there was no such Interest Reset Period, the
         rate of interest payable on the LIBOR Notes for which LIBOR is being
         determined shall be the Initial Interest Rate).  "Index Currency"
         means the currency (including composite currencies) specified as
         Index Currency on the face hereof.  If no such currency is specified
         as Index Currency on the face hereof, the Index Currency shall be
         U.S. dollars.  "Designated LIBOR Page" means either (a) if "LIBOR
         Reuters" is designated as the Reporting Service on the face hereof,
         the display on the Reuters Monitor Money Rates Service for the
         purpose of displaying the London interbank rates of major banks for
         the applicable Index Currency, or (b) if "LIBOR Telerate" is
         designated as the Reporting Service on the face hereof, the display
         on the Dow Jones Telerate Service for the purpose of displaying the
         London interbank rates of major banks for the applicable Index
         Currency.  If neither LIBOR Reuters nor LIBOR Telerate is specified
         as the Reporting Service on the face hereof, LIBOR for the applicable
         Index Currency will be determined as if LIBOR Telerate (and, if the
         U.S. dollar is the Index Currency, Page 3750) had been specified.

               Determination of Prime Rate.  If the Base Rate specified on the
face hereof is the Prime Rate, the Prime Rate with respect to this Note shall
be determined on each Interest Determination Date and shall be the rate set
forth in H.15(519) for such date opposite the caption "Bank Prime Loan."  If
such rate is not yet published by 9:00 A.M., New York City time, on the
Calculation Date pertaining to such Interest Determination Date, the Prime
Rate for such Interest Determination Date will be the arithmetic mean of the
rates of interest publicly announced by each bank named on the Reuters Screen
NYMF Page (as defined below) as such bank's prime rate or base lending rate as
in effect for such Interest Determination Date as quoted on the Reuters Screen
NYMF Page on such Interest Determination Date, or, if fewer than four such
rates appear on the Reuters Screen NYMF Page for such Interest Determination
Date, the rate shall be the arithmetic mean of the prime rates quoted on the
basis of the actual number of days in the year divided by 360 as of the close
of business on such Interest Determination Date by at least two of the three
major money center banks in The City of New York selected by the Calculation
Agent from which quotations are requested.  If fewer than two quotations are
provided, the Prime Rate shall be calculated by the Calculation Agent and
shall be determined as the arithmetic mean on the basis of the prime rates in
The City of New York by the appropriate number of substitute banks or trust
companies organized and doing business under the laws of the United States, or
any State thereof, in each case having total equity capital of at least U.S.
$500 million and being subject to supervision or examination by Federal or
State authority, selected by the Calculation Agent to quote such rate or
rates.  "Reuters Screen NYMF Page" means the display designated as Page "NYMF"
on the Reuters Monitor Money Rates Service (or such other page as may replace
the NYMF Page on that service for the purpose of displaying prime rates or
base lending rates of major United States banks).

               If in any month or two consecutive months the Prime Rate is not
published in H.15(519) and the banks or trust companies selected as aforesaid
are not quoting as mentioned in the preceding paragraph, the "Prime Rate" for
such Interest Reset Period will be the same as the Prime Rate for the
immediately preceding Interest Reset Period (or, if there was no such Interest
Reset Period, the rate of interest payable hereon shall be the Initial
Interest Rate).  If this failure continues over three or more consecutive
months, the Prime Rate for each succeeding Interest Determination Date until
the maturity or redemption of this Note or, if earlier, until this failure
ceases, shall be LIBOR determined as if the Base Rate specified on the face
hereof were LIBOR, as if LIBOR Telerate had been specified as the Reporting
Service and U.S. dollars had been specified as the Index Currency and the
Spread, if any, shall be the number of basis points specified on the face
hereof as the "Alternate Rate Event Spread."

               Determination of Treasury Rate.  If the Base Rate specified on
the face hereof is the Treasury Rate, the Treasury Rate with respect to this
Note shall be determined on each Interest Determination Date and shall be the
rate for the auction held on such date of direct obligations of the United
States ("Treasury Bills") having the Index Maturity specified on the face
hereof, as published in H.15(519) under the heading "Treasury Bills--auction
average (investment)," or if not so published by 9:00 A.M., New York City
time, on the Calculation Date pertaining to such Interest Determination Date,
the auction average rate on such Interest Determination Date (expressed as a
bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) as otherwise announced by the United States
Department of the Treasury.  In the event that the results of the auction of
Treasury Bills having the Index Maturity specified on the face hereof are not
published or reported as provided above by 3:00 P.M., New York City time, on
such Calculation Date or if no such auction is held on such Interest
Determination Date, then the Treasury Rate shall be calculated by the
Calculation Agent and shall be a yield to maturity (expressed as a bond
equivalent, on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) calculated using the arithmetic mean of the
secondary market bid rates, as of approximately 3:30 P.M., New York City
time, on such Interest Determination Date, of three leading primary United
States government securities dealers selected by the Calculation Agent for
the issue of Treasury Bills with a remaining maturity closest to the Index
Maturity specified on the face hereof; provided, however, that if the
dealers selected as aforesaid by the Calculation Agent are not quoting as
mentioned in this sentence, the Treasury Rate for such Interest Reset Date
will be the same as the Treasury Rate for the immediately preceding
Interest Reset Period (or, if there was no such Interest Reset Period, the
rate of interest payable hereon shall be the Initial Interest Rate).

               Determination of CMT Rate.  If the Base Rate specified on the
face hereof is the CMT Rate, the CMT Rate with respect to this Note shall be
determined on each Interest Determination Date and shall be the rate displayed
for the Index Maturity specified on the face hereof on Telerate Page 7055 for
"Daily Treasury Constant Maturities and Money Markets/Federal Reserve Board
Release H.15 Monday's Approx. 3:45 P.M. EDT," for such Interest Determination
Date (or such other page as may replace that page on such service for the
purpose of displaying rates or prices comparable to the CMT Rate, as
determined by the Calculation Agent).  If such rate is not available by 3:00
P.M., New York City time, on the Calculation Date pertaining to such Interest
Determination Date, then the CMT Rate for such Interest Determination Date
shall be the bond equivalent yield to maturity of the arithmetic mean (as
calculated by the Calculation Agent) of the secondary market bid rates, as of
3:00 P.M., New York City time, on such Interest Determination Date, reported
by three leading primary United States government securities dealers in The
City of New York selected by the Calculation Agent (after consultation with
the Issuer), for the most recently issued direct noncallable fixed rate
Treasury Bills with an original maturity approximately equal to the Index
Maturity specified on the face hereof; provided, however, that if the dealers
selected as aforesaid by the Calculation Agent are not quoting bid rates as
mentioned in this sentence, the "CMT Rate" in effect for the applicable period
will be the same as the CMT Rate for the immediately preceding Interest Reset
Period (or, if there was no such Interest Reset Period, the rate of interest
payable hereon shall be the Initial Interest Rate).

               Notwithstanding the foregoing, the interest rate hereon shall
not be greater than the Maximum Interest Rate, if any, or less than the
Minimum Interest Rate, if any, specified on the face hereof.  The Calculation
Agent shall calculate the interest rate hereon in accordance with the
foregoing on or before each Calculation Date.  The interest rate on this Note
will in no event be higher than the maximum rate permitted by New York law, as
the same may be modified by United States Federal law of general application.

               At the request of the holder hereof, the Calculation Agent will
provide to the holder hereof the interest rate hereon then in effect and, if
determined, the interest rate that will become effective as of the next
Interest Reset Date.

               Interest payments on this Note will include interest accrued to
but excluding the Interest Payment Dates or Maturity Date, as the case may be.
Accrued interest hereon for any period shall be the sum of the products
obtained by multiplying the interest factor calculated for each day in such
period by the principal amount hereof shown on Schedule I hereto for each such
day; provided that for the purpose of calculating the amount of interest
payable hereon, any decrease in the principal amount hereof attributable to an
exchange of a portion of this Note for an interest in the Renewable Note shall
be effective on and as of the Interest Payment Date immediately preceding the
date of such decrease.  The interest factor for each such day shall be
computed by dividing the interest rate applicable to such day by 360 if the
Base Rate is CD Rate, Commercial Paper Rate, Federal Funds Rate, Prime Rate or
LIBOR, as specified on the face hereof, or by the actual number of days in the
year if the Base Rate is the Treasury Rate or the CMT Rate, as specified on
the face hereof.  All percentages resulting from any calculation of the rate of
interest on this Note will be rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point (.0000001), with five one-millionths
of a percentage point rounded upward, and all dollar amounts used in or
resulting from such calculation on this Note will be rounded to the nearest
cent (with one-half cent rounded upward).  The interest rate in effect on any
Interest Reset Date will be the applicable rate as reset on such date.  The
interest rate applicable to any other day is the interest rate from the
immediately preceding Interest Reset Date (or, if none, the Initial Interest
Rate).

               This Note and all other obligations of the Issuer hereunder
will constitute part of the subordinated debt of the Issuer, will be issued
under the Subordinated Indenture and will be subordinate and junior in right
of payment, to the extent and in the manner set forth in the Subordinated
Indenture, to all "Senior Indebtedness" of the Issuer.  The Subordinated
Indenture defines "Senior Indebtedness" as obligations (other than
non-recourse obligations, the debt securities, including this Note, issued
under the Subordinated Indenture or any other obligations specifically
designated as being subordinate in right of payment to Senior Indebtedness)
of, or guaranteed or assumed by, the Issuer for borrowed money or evidenced by
bonds, debentures, notes or other similar instruments, and amendments,
renewals, extensions, modifications and refundings of any such indebtedness or
obligation.

               This Note, and any Note or Notes issued upon transfer or
exchange hereof, is issuable only in fully registered form, without coupons,
and is issuable only in denominations of U.S. $1,000 and any integral multiple
of U.S. $1,000 in excess thereof.

               Chemical Bank has been appointed registrar for the Notes (the
"Registrar," which term includes any successor registrar appointed by the
Issuer), and the Registrar will maintain at its office in The City of New York
a register for the registration and transfer of Notes.  This Note may be
transferred at the aforesaid office of the Registrar by surrendering this Note
for cancellation, accompanied by a written instrument of transfer in form
satisfactory to the Registrar and duly executed by the registered holder hereof
in person or by the holder's attorney duly authorized in writing, and
thereupon the Registrar shall issue in the name of the transferee or
transferees, in exchange herefor, a new Note or Notes having identical terms
and provisions and having a like aggregate principal amount in authorized
denominations, subject to the terms and conditions set forth herein; provided,
however, that the Registrar will not be required (i) to register the transfer
of or exchange any Note that has been called for redemption in whole or in
part, except the unredeemed portion of Notes being redeemed in part, (ii) to
register the transfer of or exchange any Note if the holder thereof has
exercised his right, if any, to require the Issuer to repurchase such Note in
whole or in part, except the portion of such Note not required to be
repurchased or (iii) to register the transfer of or exchange Notes to the
extent and during the period so provided in the Subordinated Indenture with
respect to the redemption of Notes.  Notes are exchangeable at said office for
other Notes of other authorized denominations of equal aggregate principal
amount having identical terms and provisions.  All such exchanges and
transfers of Notes will be free of charge, but the Issuer may require payment
of a sum sufficient to cover any tax or other governmental charge in
connection therewith.  All Notes surrendered for exchange shall be accompanied
by a written instrument of transfer in form satisfactory to the Registrar and
executed by the registered holder in person or by the holder's attorney duly
authorized in writing.  The date of registration of any Note delivered upon
any exchange or transfer of Notes shall be such that no gain or loss of
interest results from such exchange or transfer.

               In case any Note shall at any time become mutilated, defaced or
be destroyed, lost or stolen and such Note or evidence of the loss, theft or
destruction thereof (together with the indemnity hereinafter referred to and
such other documents or proof as may be required in the premises) shall be
delivered to the Registrar, a new Note of like tenor will be issued by the
Issuer in exchange for the Note so mutilated or defaced, or in lieu of the
Note so destroyed or lost or stolen, but, in the case of any destroyed or lost
or stolen Note, only upon receipt of evidence satisfactory to the Registrar
and the Issuer that such Note was destroyed or lost or stolen and, if required,
upon receipt also of indemnity satisfactory to each of them.  All expenses and
reasonable charges associated with procuring such indemnity and with the
preparation, authentication and delivery of a new Note shall be borne by the
owner of the Note mutilated, defaced, destroyed, lost or stolen.

               The Subordinated Indenture provides that, (a) if an Event of
Default (as defined in the Subordinated Indenture) due to the default in
payment of principal of, premium, if any, or interest on, any series of debt
securities issued under the Subordinated Indenture, including the series of
Subordinated Medium-Term Notes of which this Note forms a part, or due to the
default in the performance or breach of any other covenant or warranty of the
Issuer applicable to the debt securities of such series but not applicable to
all outstanding debt securities issued under the Subordinated Indenture shall
have occurred and be continuing, either the Trustee or the holders of not less
than 25% in principal amount of the debt securities of each affected series
(voting as a single class) may then declare the principal of all debt
securities of all such series and interest accrued thereon to be due and
payable immediately and (b) if an Event of Default due to a default in the
performance of any other of the covenants or agreements in the Subordinated
Indenture applicable to all outstanding debt securities issued thereunder,
including this Note, or due to certain events of bankruptcy, insolvency and
reorganization of the Issuer, shall have occurred and be continuing, either
the Trustee or the holders of not less than 25% in principal amount of all
debt securities issued under the Subordinated Indenture then outstanding
(treated as one class) may declare the principal of all such debt securities
and interest accrued thereon to be due and payable immediately, but upon
certain conditions such declarations may be annulled and past defaults may be
waived (except a continuing default in payment of principal (or premium, if
any) or interest on such debt securities) by the holders of a majority in
principal amount of the debt securities of all affected series then
outstanding.

               The Subordinated Indenture permits the Issuer and the Trustee,
with the consent of the holders of not less than a majority in aggregate
principal amount of the debt securities of all series issued under the
Subordinated Indenture then outstanding and affected (voting as one class), to
execute supplemental indentures adding any provisions to or changing in any
manner the rights of the holders of each series so affected; provided that the
Issuer and the Trustee may not, without the consent of the holder of each
outstanding debt security affected thereby, (a) extend the final maturity of
any such debt security, or reduce the principal amount thereof, or reduce the
rate or extend the time of payment of interest thereon, or reduce any amount
payable on redemption thereof, or change the currency of payment thereof, or
impair or affect the rights of any holder to institute suit for the payment
thereof without the consent of the holder of each debt security so affected;
or (b) reduce the aforesaid percentage in principal amount of debt securities
the consent of the holders of which is required for any such supplemental
indenture, without the consent of the holders of each debt security so
affected; provided, however, that neither this Note nor the Subordinated
Indenture may be amended to alter the subordination provisions hereof or
thereof without the written consent of each holder of Senior Indebtedness then
outstanding that would be adversely affected thereby.

               So long as this Note shall be outstanding, the Issuer will
cause to be maintained an office or agency for the payment of the principal of
and premium, if any, and interest on this Note as herein provided in the
Borough of Manhattan, The City of New York, and an office or agency in said
Borough of Manhattan for the registration, transfer and exchange as aforesaid
of the Notes.  The Issuer may designate other agencies for the payment of said
principal, premium and interest at such place or places (subject to applicable
laws and regulations) as the Issuer may decide.  So long as there shall be
such an agency, the Issuer shall keep the Trustee advised of the names and
locations of such agencies, if any are so designated.

               With respect to moneys paid by the Issuer and held by the
Trustee or any Paying Agent for the payment of the principal of or interest or
premium, if any, on any Notes that remain unclaimed at the end of two years
after such principal, interest or premium shall have become due and payable
(whether at maturity or upon call for redemption or otherwise), (i) the
Trustee or such Paying Agent shall notify the holders of such Notes that such
moneys shall be repaid to the Issuer and any person claiming such moneys shall
thereafter look only to the Issuer for payment thereof and (ii) such moneys
shall be so repaid to the Issuer.  Upon such repayment all liability of the
Trustee or such Paying Agent with respect to such moneys shall thereupon
cease, without, however, limiting in any way any obligation that the Issuer
may have to pay the principal of or interest or premium, if any, on this
Note as the same shall become due.

               No provision of this Note or of the Subordinated Indenture
shall alter or impair the obligation of the Issuer, which is absolute and
unconditional, to pay the principal of, premium, if any, and interest on this
Note at the time, place, and rate, and in the coin or currency, herein
prescribed unless otherwise agreed between the Issuer and the registered
holder of this Note.

               Prior to due presentment of this Note for registration of
transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee
may treat the holder in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note be overdue, and none of the Issuer,
the Trustee or any such agent shall be affected by notice to the contrary.

               No recourse shall be had for the payment of the principal of,
premium, if any, or the interest on this Note, for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Subordinated
Indenture or any indenture supplemental thereto, against any incorporator,
shareholder, officer or director, as such, past, present or future, of the
Issuer or of any successor corporation, either directly or through the Issuer
or any successor corporation, whether by virtue of any constitution, statute
or rule of law or by the enforcement of any assessment or penalty or
otherwise, all such liability being, by the acceptance hereof and as part of
the consideration for the issue hereof, expressly waived and released.

               This Note shall for all purposes be governed by, and construed
in accordance with, the laws of the State of New York.

               All terms used in this Note which are defined in the
Subordinated Indenture and not otherwise defined herein shall have the
meanings assigned to them in the Subordinated Indenture.



                                 ABBREVIATIONS

               The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written
out in full according to applicable laws or regulations:

               TEN COM-as tenants in common
               TEN ENT-as tenants by the entireties
               JT TEN-as joint tenants with right of survivorship
                 and not as tenants in common

         UNIF GIFT MIN ACT-...........Custodian..............
                             (Cust)               (Minor)

         Under Uniform Gifts to Minors Act...................
                                               (State)

               Additional abbreviations may also be used though not in the
above list.



         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto


[PLEASE INSERT SOCIAL SECURITY OR OTHER
    IDENTIFYING NUMBER OF ASSIGNEE]


_______________________________________!
                                       !
                                       !

___________________________________________________________________________
[PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING ZIP CODE,
   OF ASSIGNEE]

___________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably

___________________________________________________________________________
constituting and appointing such person attorney to transfer

___________________________________________________________________________
such note on the books of the Issuer, with full power of

___________________________________________________________________________
substitution in the premises.

Dated:_____________________


NOTICE:  The signature to this assignment must correspond with the name
         as written upon the face of the within Note in every particular
         without alteration or enlargement or any change whatsoever.



                              REQUEST TO EXCHANGE


               The undersigned hereby requests to exchange the within Note (or
the portion thereof specified below) with the effect provided in the within
Note by surrendering the within Note to the Paying Agent at Chemical Bank, 55
Water Street, New York, New York 10041, Attention:  Corporate Trustee
Administration Department, or such other address of which the Issuer shall
from time to time notify the holders of the Notes, together with this form of
"Request to Exchange" duly completed by the holder of the within Note.

               If less than the entire principal amount of the within Note is
requested to be exchanged, specify the portion thereof (which shall be
$100,000 or an integral multiple of $1,000 in excess thereof) to be exchanged
$______.



Dated:_______________
                                             NOTICE:  The signature on this
                                             Request to Exchange must
                                             correspond with the name as
                                             written upon the face of the
                                             within Note in every particular,
                                             without alteration or enlargement
                                             or any change whatever.



                                                                    SCHEDULE I

                             SCHEDULE OF EXCHANGES

         The initial principal amount of this Note is ________________.  The
following exchanges of a portion of this Note for an interest in the Renewable
Note have been made:

                                          Reduced
                                          Principal
                                          Amount               Notation
                  Principal               Outstanding          Made by or
                  Amount                  Following            on Behalf
Date of           Exchanged for           Such                 of Paying
Exchange          Renewable Note          Exchange             Agent
________          ______________          ___________          ____________

________          ______________          ___________          ____________
________          ______________          ___________          ____________
________          ______________          ___________          ____________
________          ______________          ___________          ____________
________          ______________          ___________          ____________
________          ______________          ___________          ____________
________          ______________          ___________          ____________
________          ______________          ___________          ____________
________          ______________          ___________          ____________
________          ______________          ___________          ____________
________          ______________          ___________          ____________
________          ______________          ___________          ____________
________          ______________          ___________          ____________
________          ______________          ___________          ____________
________          ______________          ___________          ____________
________          ______________          ___________          ____________
________          ______________          ___________          ____________
________          ______________          ___________          ____________
________          ______________          ___________          ____________
________          ______________          ___________          ____________
________          ______________          ___________          ____________
________          ______________          ___________          ____________
________          ______________          ___________          ____________
________          ______________          ___________          ____________
________          ______________          ___________          ____________
________          ______________          ___________          ____________
________          ______________          ___________          ____________
________          ______________          ___________          ____________
________          ______________          ___________          ____________
________          ______________          ___________          ____________

EX-4.K

                                                                EXHIBIT 4-k

                               FACE OF SECURITY

                Senior Dollarized Yield Curve Note (Bond Basis)


REGISTERED                                         REGISTERED
No. DYC(B)                                         [PRINCIPAL AMOUNT]
                                                   CUSIP: (*)

____________
     *Applies only if this Note is a Registered Global Security.


               Unless this certificate is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York, New
York) to the issuer or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of Cede & Co. or
such other name as requested by an authorized representative of The Depository
Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since
the registered owner hereof, Cede & Co., has an interest herein.

               IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "ORIGINAL YIELD TO
               MATURITY" AND "INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE
               APPROXIMATE METHOD) SET FORTH BELOW HAVE BEEN COMPLETED SOLELY
               FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL
               ISSUE DISCOUNT ("OID") RULES.


                          MORGAN STANLEY GROUP INC.

                   SENIOR GLOBAL MEDIUM-TERM NOTE, SERIES C
                     (Dollarized Yield Curve (Bond Basis))

SET RATE:            ORIGINAL ISSUE DATE:                MATURITY DATE:

REFERENCE RATE       INTEREST ACCRUAL DATE:              INTEREST PAYMENT
CURRENCY:                                                DATE(S):


                     INITIAL INTEREST RATE:              INTEREST RESET
                                                         DATES:
INDEX MATURITY:

                     INITIAL INTEREST RESET
                     DATE:                               CALCULATION
REFERENCE                                                AGENT:
RATE
MULTIPLIER:
                     SPECIFIED CURRENCY:

REFERENCE RATE       MAXIMUM INTEREST RATE:
LOCATION:                                                TOTAL AMOUNT OF
                                                         OID:
                     MINIMUM INTEREST RATE:

CONVERSION FACTOR                                        ORIGINAL YIELD TO
REFERENCE PERIOD:    INITIAL REDEMPTION DATE:            MATURITY:

                     INITIAL REDEMPTION                  INITIAL ACCRUAL
                     PERCENTAGE:                         PERIOD OID:

                     ANNUAL REDEMPTION
                     PERCENTAGE REDUCTION:

                     OPTIONAL REPAYMENT
                     DATE(S):

OTHER PROVISIONS:


               Morgan Stanley Group Inc., a Delaware corporation (together
with its successors and assigns, the "Issuer"), for value received, hereby
promises to pay to








, or registered assignees, the principal sum of


on the Maturity Date specified above (except to the extent redeemed or repaid
prior to the Maturity Date) and to pay interest thereon, from the Interest
Accrual Date specified above at a rate per annum equal to the Initial Interest
Rate specified above until the Initial Interest Reset Date specified above,
and thereafter at a rate per annum determined in accordance with the
provisions specified on the reverse hereof until the principal hereof is paid
or duly made available for payment.  The Issuer will pay interest in arrears
monthly, quarterly, semiannually or annually as specified above as the
Interest Payment Period on each Interest Payment Date (as specified above),
commencing with the first Interest Payment Date next succeeding the Interest
Accrual Date specified above, and on the Maturity Date (or any redemption or
repayment date); provided, however, that if the Interest Accrual Date occurs
between a Record Date, as defined below, and the next succeeding Interest
Payment Date, interest payments will commence on the second Interest Payment
Date succeeding the Interest Accrual Date to the registered holder of this Note
on the Record Date with respect to such second Interest Payment Date; and
provided, further, that if an Interest Payment Date or the Maturity Date or
redemption or repayment date would fall on a day that is not a Business Day, as
defined on the reverse hereof, such Interest Payment Date, Maturity Date or
redemption or repayment date shall be the following day that is a Business Day
and no interest on such payment shall accrue for the period from and after the
Interest Payment Date or the Maturity Date or redemption or repayment date.

               Interest on this Note will accrue from the most recent date to
which interest has been paid or duly provided for, or, if no interest has been
paid or duly provided for, from the Interest Accrual Date, until the principal
hereof has been paid or duly made available for payment.  The interest so
payable, and punctually paid or duly provided for, on any Interest Payment
Date will, subject to certain exceptions described herein, be paid to the
person in whose name this Note (or one or more predecessor Notes) is
registered at the close of business on the date 15 calendar days prior to such
Interest Payment Date (whether or not a Business Day) (each such date a
"Record Date"); provided, however, that interest payable on the Maturity Date
(or any redemption or repayment date) will be payable to the person to whom
the principal hereof shall be payable.

               Payment of the principal of this Note, any premium and the
interest due at the Maturity Date (or any redemption or repayment date) will
be made in immediately available funds upon surrender of this Note at the
office or agency of the Paying Agent, as defined on the reverse hereof,
maintained for that purpose in the Borough of Manhattan, The City of New York,
or at such other paying agency as the Issuer may determine.  Payment of the
principal of and premium, if any, and interest on this Note will be made in
the Specified Currency indicated above; provided, however, that U.S. dollar
payments of interest, other than interest due at maturity or any date of
redemption or repayment, will be made by U.S. dollar check mailed to the
address of the person entitled thereto as such address shall appear in the
Note register.  A holder of U.S.  $10,000,000 or more in aggregate principal
amount of Notes having the same Interest Payment Date will be entitled to
receive payments of interest, other than interest due at maturity or any date
of redemption or repayment, by wire transfer of immediately available funds if
appropriate wire transfer instructions have been received by the Paying Agent
in writing not less than 15 calendar days prior to the applicable Interest
Payment Date.  If this Note is denominated in a Specified Currency other than
U.S. dollars, payments of interest hereon will be made by wire transfer of
immediately available funds to an account maintained by the holder hereof with
a bank located outside the United States if appropriate wire transfer
instructions have been received by the Paying Agent in writing not less than
15 calendar days prior to the applicable Interest Payment Date.  If such wire
transfer instructions are not so received, such interest payments will be made
by check payable in such Specified Currency mailed to the address of the
person entitled thereto as such address shall appear in the Note register.

               Reference is hereby made to the further provisions of this Note
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

               Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature,
this Note shall not be entitled to any benefit under the Senior Indenture, as
defined on the reverse hereof, or be valid or obligatory for any purpose.

               IN WITNESS WHEREOF, the Issuer has caused this Note to be duly
executed under its corporate seal.

DATED:                                 MORGAN STANLEY GROUP INC.



                                       By __________________________
                                       Title:


TRUSTEE'S CERTIFICATE
OF AUTHENTICATION

This is one of the Notes
referred to in the within-
mentioned Senior Indenture.

CHEMICAL BANK, as Trustee



By ______________________________
           Authorized Officer


                         [FORM OF REVERSE OF SECURITY]



               This Note is one of a duly authorized issue of Senior Global
Medium-Term Notes, Series C, having maturities more than nine months from the
date of issue (the "Notes") of the Issuer.  The Notes are issuable under a
Senior Indenture, dated as of April 15, 1989, as supplemented by a First
Supplemental Indenture dated as of May 15, 1991 (as so supplemented, the
"Senior Indenture"), between the Issuer and Chemical Bank, as Trustee (the
"Trustee," which term includes any successor trustee under the Senior
Indenture), to which Senior Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities of the Issuer, the Trustee and holders of the
Notes and the terms upon which the Notes are, and are to be, authenticated and
delivered.  The Issuer has appointed Chemical Bank at its corporate trust
office in The City of New York as the paying agent (the "Paying Agent," which
term includes any additional or successor Paying Agent appointed by the
Issuer) with respect to the Notes.  The terms of individual Notes may vary
with respect to interest rates, interest rate formulas, issue dates, maturity
dates, or otherwise, all as provided in the Senior Indenture.  To the extent
not inconsistent herewith, the terms of the Senior Indenture are hereby
incorporated by reference herein.

               This Note will not be subject to any sinking fund and, unless
otherwise provided on the face hereof in accordance with the provisions of the
following two paragraphs, will not be redeemable or subject to repayment at
the option of the holder prior to maturity.

               Unless otherwise indicated on the face of this Note, this Note
may not be redeemed prior to the Maturity Date.  If so indicated on the face
of this Note, this Note may be redeemed in whole or in part at the option of
the Issuer on or after the Initial Redemption Date specified on the face hereof
on the terms set forth on the face hereof, together with interest accrued and
unpaid hereon to the date of redemption.  If this Note is subject to "Annual
Redemption Percentage Reduction," the Initial Redemption Percentage indicated
on the face hereof will be reduced on each anniversary of the Initial
Redemption Date by the Annual Redemption Percentage Reduction specified on the
face hereof until the redemption price of this Note is 100% of the principal
amount hereof, together with interest accrued and unpaid hereon to the date of
redemption.  Notice of redemption shall be mailed to the registered holders of
the Notes designated for redemption at their addresses as the same shall
appear on the Note register not less than 30 nor more than 60 days prior to
the date fixed for redemption, subject to all the conditions and provisions
of the Senior Indenture.  In the event of redemption of this Note in part
only, a new Note or Notes for the amount of the unredeemed portion hereof
shall be issued in the name of the holder hereof upon the cancellation hereof.

               Unless otherwise indicated on the face of this Note, this Note
shall not be subject to repayment at the option of the holder prior to the
Maturity Date.  If so indicated on the face of this Note, this Note will be
subject to repayment at the option of the holder on the Optional Repayment
Date or Dates specified on the face hereof on the terms set forth herein.  On
any Optional Repayment Date, this Note will be repayable in whole or in part
in increments of $1,000 or, if this Note is denominated in a Specified
Currency other than U.S. dollars, in increments of 1,000 units of such
Specified Currency (provided that any remaining principal amount hereof shall
not be less than the minimum authorized denomination hereof) at the option of
the holder hereof at a price equal to 100% of the principal amount to be
repaid, together with interest accrued and unpaid hereon to the date of
repayment.  For this Note to be repaid at the option of the holder hereof, the
Paying Agent must receive at its corporate trust office in the Borough of
Manhattan, The City of New York, at least 15 but not more than 30 days prior
to the date of repayment, (i) this Note with the form entitled "Option to
Elect Repayment" below duly completed or (ii) a telegram, telex, facsimile
transmission or a letter from a member of a national securities exchange or
the National Association of Securities Dealers, Inc.  or a commercial bank or
a trust company in the United States setting forth the name of the holder of
this Note, the principal amount hereof, the certificate number of this Note or
a description of this Note's tenor and terms, the principal amount hereof to
be repaid, a statement that the option to elect repayment is being exercised
thereby and a guarantee that this Note, together with the form entitled
"Option to Elect Repayment" duly completed, will be received by the Paying
Agent not later than the fifth Business Day after the date of such telegram,
telex, facsimile transmission or letter; provided, that such telegram, telex,
facsimile transmission or letter shall only be effective if this Note and form
duly completed are received by the Paying Agent by such fifth Business Day.
Exercise of such repayment option by the holder hereof shall be irrevocable.
In the event of repayment of this Note in part only, a new Note or Notes for
the amount of the unpaid portion hereof shall be issued in the name of the
holder hereof upon the cancellation hereof.

               This Note will bear interest at the rate determined in
accordance with the following formula:

                     I = SR - (RRM x RR X CF)

where "I" is the interest rate for the Interest Reset Period, "SR" is the Set
Rate shown on the face hereof, "RRM" is the Reference Rate Multiplier shown on
the face hereof, "RR" is the Reference Rate determined in the manner set forth
below and "CF" is the Conversion Factor calculated in the manner set forth
below.

               Commencing with the Initial Interest Reset Date specified on
the face hereof, the rate at which interest on this Note is payable shall be
reset as of each Interest Reset Date (as used herein, the term "Interest Reset
Date" shall include the Initial Interest Reset Date).  The Interest Reset
Dates will be the Interest Reset Dates specified on the face hereof; provided,
however, that the interest rate in effect for the period from the Interest
Accrual Date to the Initial Interest Reset Date will be the Initial Interest
Rate.

               As used herein, "Business Day" means any day, other than a
Saturday or Sunday, and that is neither a legal holiday nor a day on which
banking institutions are authorized or required by law or regulation to close
in The City of New York or the City of London or (i) with respect to Notes
denominated in a Specified Currency other than U.S. dollars, European Currency
Units ("ECUs") or Australian dollars, in the capital city of the country of
the Specified Currency, (ii) with respect to Notes denominated in ECUs, that
is not a non-ECU clearing day, as determined by the ECU Banking Association in
Paris or (iii) with respect to Notes denominated in Australian dollars, in
Sydney.

               The Interest Determination Date pertaining to an Interest Reset
Date shall be the second London Banking Day preceding such Interest Reset
Date.  As used herein, "London Banking Day" means any day on which dealings in
deposits in the Reference Rate Currency are transacted in the London interbank
market.

               As used herein, "Interest Reset Period" means initially the
period from and including the Original Issue Date specified on the face hereof
to but excluding the Initial Interest Reset Date specified on the face hereof
and thereafter the period from and including an Interest Reset Date (including
the Initial Interest Reset Date) to but excluding the next succeeding Interest
Reset Date (or, if applicable, the Maturity Date specified on the face
hereof).

               Unless otherwise specified on the face hereof, the "Calculation
Date" pertaining to an Interest Determination Date will be the earlier of (i)
the tenth calendar day after such Interest Determination Date or, if such day
is not a Business Day, the next succeeding Business Day, or (ii) the Business
Day preceding the applicable Interest Payment Date or Maturity Date (or, with
respect to any principal amount to be redeemed or repaid, any redemption or
repayment date), as the case may be.

               Determination of Reference Rate.  The Reference Rate with
respect to this Note shall be determined on each Interest Determination Date
as follows:

               (i)  As of the Interest Determination Date, the Calculation
         Agent shall determine the arithmetic mean of the offered rates for
         deposits in the Reference Rate Currency for the period of the Index
         Maturity specified on the face hereof which appears at the Reference
         Rate Location specified on the face hereof at approximately 11:00
         A.M., London time, on such Interest Determination Date.

              (ii)  If fewer than two offered rates appear at the Reference
         Rate Location, the Calculation Agent will request the principal
         London offices of each of four major banks in the London interbank
         market, as selected by the Calculation Agent, to provide the
         Calculation Agent with its offered quotation for deposits in the
         Reference Rate Currency for the period of the Index Maturity to prime
         banks in the London interbank market at approximately 11:00 A.M.,
         London time, on such Interest Determination Date and in a principal
         amount that is representative for a single transaction in such market
         at such time.  If at least two such quotations are provided, the
         Reference Rate will be the arithmetic mean of such quotations.  If
         fewer than two quotations are provided, the Reference Rate in respect
         of such Interest Determination Date will be the arithmetic mean of the
         rates quoted by three major banks located in the city which is the
         principal financial center of the country which issues the Reference
         Rate Currency (the "Reference City") selected by the Calculation
         Agent (after consultation with the Issuer) at approximately 11:00
         A.M., Reference City time, on such Interest Determination Date for
         loans in the Reference Rate Currency to leading European banks, for
         the period of the Index Maturity and in a principal amount that is
         representative of a single transaction in such market at such time;
         provided, however, that if fewer than three banks selected as
         aforesaid by the Calculation Agent are quoting as mentioned in this
         sentence, the Reference Rate for such Interest Reset Period will be
         the same as the Reference Rate for the immediately preceding Interest
         Reset Period (or, if there was no such Interest Reset Period, the
         rate of interest payable hereon shall be the Initial Interest Rate).

               Calculation of Conversion Factor.  The Conversion Factor with
respect to this Note shall be calculated by dividing the number of days in the
applicable Interest Reset Period by the Conversion Factor Reference Period
specified on the face hereof.

               Notwithstanding the foregoing, the interest rate hereon shall
not be greater than the Maximum Interest Rate, if any, or less than the
Minimum Interest Rate, if any, specified on the face hereof.  The Calculation
Agent shall calculate the interest rate hereon in accordance with the
foregoing on or before each Calculation Date.  The interest rate on this Note
will in no event be higher than the maximum rate permitted by New York law, as
the same may be modified by United States Federal law of general application.

               At the request of the holder hereof, the Calculation Agent will
provide to the holder hereof the interest rate hereon then in effect and, if
determined, the interest rate that will become effective as of the next
Interest Reset Date.

               Interest payments on this Note will include interest accrued to
but excluding the Interest Payment Dates or the Maturity Date (or any earlier
redemption or repayment date), as the case may be.  Interest payments for this
Note will be computed and paid on the basis of a 360-day year of twelve 30-day
months.  All percentages resulting from any calculation of the rate of
interest on this Note will be rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point (.0000001), with five one-millionths
of a percentage point rounded upward, and all dollar amounts used in or
resulting from such calculation on this Note will be rounded to the nearest
cent (with one-half cent rounded upward).  The interest rate in effect on any
Interest Reset Date will be the applicable rate as reset on such date.  The
interest rate applicable to any other day is the interest rate from the
immediately preceding Interest Reset Date (or, if none, the Initial Interest
Rate).

               This Note and all the obligations of the Issuer hereunder are
direct, unsecured obligations of the Issuer and rank without preference or
priority among themselves and pari passu with all other existing and future
unsecured and unsubordinated indebtedness of the Issuer, subject to certain
statutory exceptions in the event of liquidation upon insolvency.

               This Note, and any Note or Notes issued upon transfer or
exchange hereof, is issuable only in fully registered form, without coupons,
and, if denominated in U.S. dollars, is issuable only in denominations of U.S.
$1,000 and any integral multiple of U.S. $1,000 in excess thereof.  If this
Note is denominated in a Specified Currency other than U.S. dollars, then,
unless a higher minimum denomination is required by applicable law, it is
issuable only in denominations of the equivalent of U.S. $1,000 (rounded down
to an integral multiple of 1,000 units of such Specified Currency), or any
amount in excess thereof which is an integral multiple of 1,000 units of such
Specified Currency, as determined by reference to the noon dollar buying rate
in New York City for cable transfers of such Specified Currency published by
the Federal Reserve Bank of New York (the "Market Exchange Rate") on the
Business Day immediately preceding the date of issuance; provided, however, in
the case of ECUs, the Market Exchange Rate shall be the rate of exchange
determined by the Commission of the European Communities (or any successor
thereto) as published in the Official Journal of the European Communities, or
any successor publication, on the Business Day immediately preceding the date
of issuance.

               The Trustee has been appointed registrar for the Notes, and the
Trustee will maintain at its office in The City of New York a register for the
registration and transfer of Notes.  This Note may be transferred at the
aforesaid office of the Trustee by surrendering this Note for cancellation,
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and duly executed by the registered holder hereof in person or by the
holder's attorney duly authorized in writing, and thereupon the Trustee shall
issue in the name of the transferee or transferees, in exchange herefor, a new
Note or Notes having identical terms and provisions and having a like
aggregate principal amount in authorized denominations, subject to the terms
and conditions set forth herein; provided, however, that the Trustee will not
be required (i) to register the transfer of or exchange any Note that has been
called for redemption in whole or in part, except the unredeemed portion of
Notes being redeemed in part, (ii) to register the transfer of or exchange any
Note if the holder thereof has exercised his right, if any, to require the
Issuer to repurchase such Note in whole or in part, except the portion of such
Note not required to be repurchased, or (iii) to register the transfer of or
exchange Notes to the extent and during the period so provided in the Senior
Indenture with respect to the redemption of Notes.  Notes are exchangeable at
said office for other Notes of other authorized denominations of equal
aggregate principal amount having identical terms and provisions.  All such
exchanges and transfers of Notes will be free of charge, but the Issuer may
require payment of a sum sufficient to cover any tax or other governmental
charge in connection therewith.  All Notes surrendered for exchange shall be
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and executed by the registered holder in person or by the holder's
attorney duly authorized in writing.  The date of registration of any Note
delivered upon any exchange or transfer of Notes shall be such that no gain or
loss of interest results from such exchange or transfer.

               In case any Note shall at any time become mutilated, defaced or
be destroyed, lost or stolen and such Note or evidence of the loss, theft or
destruction thereof (together with the indemnity hereinafter referred to and
such other documents or proof as may be required in the premises) shall be
delivered to the Trustee, a new Note of like tenor will be issued by the
Issuer in exchange for the Note so mutilated or defaced, or in lieu of the
Note so destroyed or lost or stolen, but, in the case of any destroyed or lost
or stolen Note, only upon receipt of evidence satisfactory to the Trustee and
the Issuer that such Note was destroyed or lost or stolen and, if required,
upon receipt also of indemnity satisfactory to each of them.  All expenses and
reasonable charges associated with procuring such indemnity and with the
preparation, authentication and delivery of a new Note shall be borne by the
owner of the Note mutilated, defaced, destroyed, lost or stolen.

               The Senior Indenture provides that, (a) if an Event of Default
(as defined in the Senior Indenture) due to the default in payment of
principal of, premium, if any, or interest on, any series of debt securities
issued under the Senior Indenture, including the series of Senior Medium-Term
Notes of which this Note forms a part, or due to the default in the
performance or breach of any other covenant or warranty of the Issuer
applicable to the debt securities of such series but not applicable to all
outstanding debt securities issued under the Senior Indenture shall have
occurred and be continuing, either the Trustee or the holders of not less than
25% in principal amount of the debt securities of each affected series (voting
as a single class) may then declare the principal of all debt securities of
all such series and interest accrued thereon to be due and payable immediately
and (b) if an Event of Default due to a default in the performance of any
other of the covenants or agreements in the Senior Indenture applicable to all
outstanding debt securities issued thereunder, including this Note, or due to
certain events of bankruptcy, insolvency and reorganization of the Issuer,
shall have occurred and be continuing, either the Trustee or the holders of
not less than 25% in principal amount of all debt securities issued under the
Senior Indenture then outstanding (treated as one class) may declare the
principal of all such debt securities and interest accrued thereon to be due
and payable immediately, but upon certain conditions such declarations may be
annulled and past defaults may be waived (except a continuing default in
payment of principal (or premium, if any) or interest on such debt securities)
by the holders of a majority in principal amount of the debt securities of all
affected series then outstanding.

               The Senior Indenture permits the Issuer and the Trustee, with
the consent of the holders of not less than a majority in aggregate principal
amount of the debt securities of all series issued under the Senior Indenture
then outstanding and affected (voting as one class), to execute supplemental
indentures adding any provisions to or changing in any manner the rights of
the holders of each series so affected; provided that the Issuer and the
Trustee may not, without the consent of the holder of each outstanding debt
security affected thereby, (a) extend the final maturity of any such debt
security, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon, or reduce any amount payable on
redemption or repayment thereof, or change the currency of payment thereof, or
impair or affect the rights of any holder to institute suit for the payment
thereof without the consent of the holder of each debt security so affected;
or (b) reduce the aforesaid percentage in principal amount of debt securities
the consent of the holders of which is required for any such supplemental
indenture, without the consent of the holders of each debt security so
affected.

               Except as set forth below, if the principal of, premium, if
any, or interest on, this Note is payable in a Specified Currency other than
U.S. dollars and such Specified Currency is not available to the Issuer for
making payments hereon due to the imposition of exchange controls or other
circumstances beyond the control of the Issuer or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions within the international banking
community, then the Issuer will be entitled to satisfy its obligations to the
holder of this Note by making such payments in U.S. dollars on the basis of
the Market Exchange Rate on the date of such payment or, if the Market
Exchange Rate is not available on such date, as of the most recent practicable
date.  Any payment made under such circumstances in U.S. dollars where the
required payment is in a Specified Currency other than U.S. dollars will not
constitute an Event of Default.

               If payment in respect of this Note is required to be made in
ECUs and ECUs are unavailable due to the imposition of exchange controls or
other circumstances beyond the Issuer's control or are no longer used as
either the unit of account of the European Community or as the currency of the
European Union, then all payments in respect of this Note shall be made in
U.S. dollars until ECUs are again available or so used.  The amount of each
payment in U.S. dollars shall be computed on the basis of the equivalent of
the ECU in U.S. dollars, determined as described below, as of the second
Business Day prior to the date on which such payment is due.

               The equivalent of the ECU in U.S. dollars as of any date shall
be determined by the Issuer or its agent on the following basis.  The
component currencies of the ECU for this purpose (the "Components") shall be
the currency amounts that were components of the ECU as of the last date on
which the ECU was used as the unit of account of the European Community.  The
equivalent of the ECU in U.S. dollars shall be calculated by aggregating the
U.S. dollar equivalents of the Components.  The U.S. dollar equivalent of each
of the Components shall be determined by the Issuer or such agent on the basis
of the most recently available Market Exchange Rates for such Components.

               All determinations referred to above made by the Issuer or its
agent shall be at its sole discretion and shall, in the absence of manifest
error, be conclusive to the extent permitted by law for all purposes and
binding on the holder of this Note.

               So long as this Note shall be outstanding, the Issuer will
cause to be maintained an office or agency for the payment of the principal of
and premium, if any, and interest on this Note as herein provided in the
Borough of Manhattan, The City of New York, and an office or agency in said
Borough of Manhattan for the registration, transfer and exchange as aforesaid
of the Notes.  The Issuer may designate other agencies for the payment of said
principal, premium and interest at such place or places (subject to applicable
laws and regulations) as the Issuer may decide.  So long as there shall be
such an agency, the Issuer shall keep the Trustee advised of the names and
locations of such agencies, if any are so designated.

               With respect to moneys paid by the Issuer and held by the
Trustee or any Paying Agent for payment of the principal of or interest or
premium, if any, on any Notes that remain unclaimed at the end of two years
after such principal, interest or premium shall have become due and payable
(whether at maturity or upon call for redemption or otherwise), (i) the
Trustee or such Paying Agent shall notify the holders of such Notes that such
moneys shall be repaid to the Issuer and any person claiming such moneys shall
thereafter look only to the Issuer for payment thereof and (ii) such moneys
shall be so repaid to the Issuer.  Upon such repayment all liability of the
Trustee or such Paying Agent with respect to such moneys shall thereupon
cease, without, however, limiting in any way any obligation that the Issuer
may have to pay the principal of or interest or premium, if any, on this Note
as the same shall become due.

               No provision of this Note or of the Senior Indenture shall
alter or impair the obligation of the Issuer, which is absolute and
unconditional, to pay the principal of, premium, if any, and interest on this
Note at the time, place, and rate, and in the coin or currency, herein
prescribed unless otherwise agreed between the Issuer and the registered holder
of this Note.

               Prior to due presentment of this Note for registration of
transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee
may treat the holder in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note be overdue, and none of the Issuer,
the Trustee or any such agent shall be affected by notice to the contrary.

               No recourse shall be had for the payment of the principal of,
premium, if any, or the interest on this Note, for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Senior Indenture
or any indenture supplemental thereto, against any incorporator, shareholder,
officer or director, as such, past, present or future, of the Issuer or of any
successor corporation, either directly or through the Issuer or any successor
corporation, whether by virtue of any constitution, statute or rule of law or
by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.

               This Note shall for all purposes be governed by, and construed
in accordance with, the laws of the State of New York.

               All terms used in this Note which are defined in the Senior
Indenture and not otherwise defined herein shall have the meanings assigned to
them in the Senior Indenture.


                                 ABBREVIATIONS


               The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written
out in full according to applicable laws or regulations:

          TEN COM-as tenants in common
          TEN ENT-as tenants by the entireties
          JT TEN-as joint tenants with right of survivorship
            and not as tenants in common


UNIF GIFT MIN ACT-........Custodian......................
          (Cust)              (Minor)

Under Uniform Gifts to Minors Act........................
                                         (State)

     Additional abbreviations may also be used though not in the above list.


                               ________________





         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

[PLEASE INSERT SOCIAL SECURITY OR OTHER
   IDENTIFYING NUMBER OF ASSIGNEE]

_______________________________________!
                                       !
                                       !
______________________________________________________________________________
[PLEASE PRINT OR
TYPE NAME AND ADDRESS INCLUDING ZIP CODE, OF ASSIGNEE]

______________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably

______________________________________________________________________________
constituting and appointing such person attorney to transfer

______________________________________________________________________________
such note on the books of the Issuer, with full power of
substitution in the premises.

Dated: ________________________


NOTICE:        The signature to this assignment must correspond with the name
               as written upon the face of the within Note in every particular
               without alteration or enlargement or any change whatsoever.


                             OPTION TO ELECT REPAYMENT


         The undersigned hereby irrevocably requests and instructs the Issuer
to repay the within Note (or portion thereof specified below) pursuant to its
terms at a price equal to the principal amount thereof, together with interest
to the Optional Repayment Date, to the undersigned at

______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________
        (Please print or typewrite name and address of the undersigned)


         If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof which the holder elects to have repaid:
__________________; and specify the denomination or denominations (which shall
not be less than the minimum authorized denomination) of the Notes to be
issued to the holder for the portion of the within Note not being repaid (in
the absence of any such specification, one such Note will be issued for the
portion not being repaid): __________________________.



Dated:___________          ___________________________________________________
                           NOTICE:     The signature on this Option to Elect
                                       Repayment must correspond with the name
                                       as written upon the face of the within
                                       instrument in every particular without
                                       alteration or enlargement.

EX-4.L

                                                               EXHIBIT 4-l


                          [FORM OF FACE OF SECURITY]


            Senior Dollarized Yield Curve Note (Money Market Basis)




REGISTERED                                            REGISTERED
No. DYC(MM)                                           [PRINCIPAL AMOUNT]
                                                      CUSIP: (*)


          Unless this certificate is presented by an authorized representative
of The Depository Trust Company (55 Water Street, New York, New York) to the
issuer or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such other name
as requested by an authorized representative of The Depository Trust Company
and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the
registered owner hereof, Cede & Co., has an interest herein.

            IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "ORIGINAL YIELD TO
            MATURITY" AND "INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE
            APPROXIMATE METHOD) SET FORTH BELOW HAVE BEEN COMPLETED SOLELY FOR
            THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL ISSUE
            DISCOUNT ("OID") RULES.


                          MORGAN STANLEY GROUP INC.

                   SENIOR GLOBAL MEDIUM-TERM NOTE, SERIES C
                 (Dollarized Yield Curve (Money Market Basis))


SET RATE:             ORIGINAL ISSUE DATE:       MATURITY DATE:

REFERENCE RATE        INTEREST ACCRUAL DATE:     INTEREST PAYMENT DATE(S):
CURRENCY:
                      INITIAL INTEREST RATE:     INTEREST RESET DATES:
INDEX MATURITY:
                      INITIAL INTEREST RESET
REFERENCE RATE        DATE:                      CALCULATION AGENT:
MULTIPLIER:
                                                 SPECIFIED CURRENCY:
REFERENCE RATE        MAXIMUM INTEREST RATE:
LOCATION:                                        TOTAL AMOUNT OF OID:
                      MINIMUM INTEREST RATE:
                                                 ORIGINAL YIELD TO
                      INITIAL REDEMPTION DATE:   MATURITY:

                      INITIAL REDEMPTION         INITIAL ACCRUAL
                      PERCENTAGE:                PERIOD OID:

                      ANNUAL REDEMPTION
                      PERCENTAGE REDUCTION:

                      OPTIONAL REPAYMENT
                      DATE(S):

______________
(*)Applies only if this Note is a Registered Global Security.


OTHER PROVISIONS:

               Morgan Stanley Group Inc., a Delaware corporation (together
with its successors and assigns, the "Issuer"), for value received, hereby
promises to pay to, or registered assignees, the principal sum of on the
Maturity Date specified above (except to the extent redeemed or repaid prior
to the Maturity Date) and to pay interest thereon, from the Interest Accrual
Date specified above at a rate per annum equal to the Initial Interest Rate
specified above until the Initial Interest Reset Date specified above, and
thereafter at a rate per annum determined in accordance with the provisions
specified on the reverse hereof until the principal hereof is paid or duly
made available for payment.  The Issuer will pay interest in arrears monthly,
quarterly, semiannually or annually as specified above as the Interest Payment
Period on each Interest Payment Date (as specified above), commencing with the
first Interest Payment Date next succeeding the Interest Accrual Date
specified above, and on the Maturity Date (or any redemption or repayment
date); provided, however, that if the Interest Accrual Date occurs between a
Record Date, as defined below, and the next succeeding Interest Payment Date,
interest payments will commence on the second Interest Payment Date succeeding
the Interest Accrual Date to the registered holder of this Note on the Record
Date with respect to such second Interest Payment Date; and provided, further,
that if an Interest Payment Date or the Maturity Date or redemption or
repayment date would fall on a day that is not a Business Day, as defined on
the reverse hereof, such Interest Payment Date, Maturity Date or redemption or
repayment date shall be the following day that is a Business Day, except that
if such next Business Day falls in the next calendar month, the Interest
Payment Date, Maturity Date or redemption or repayment date shall be the
immediately preceding day that is a Business Day.

               Interest on this Note will accrue from the most recent date to
which interest has been paid or duly provided for, or, if no interest has been
paid or duly provided for, from the Interest Accrual Date, until the principal
hereof has been paid or duly made available for payment.   The interest so
payable, and punctually paid or duly provided for, on any Interest Payment
Date will, subject to certain exceptions described herein, be paid to the
person in whose name this Note (or one or more predecessor Notes) is
registered at the close of business on the date 15 calendar days prior to such
Interest Payment Date (whether or not a Business Day) (each such date a
"Record Date"); provided, however, that interest payable on the Maturity Date
(or any redemption or repayment date) will be payable to the person to whom
the principal hereof shall be payable.

               Payment of the principal of this Note, any premium and the
interest due at the Maturity Date (or any redemption or repayment date) will
be made in immediately available funds upon surrender of this Note at the
office or agency of the Paying Agent, as defined on the reverse hereof,
maintained for that purpose in the Borough of Manhattan, The City of New York,
or at such other paying agency as the Issuer may determine.  Payment of the
principal of and premium, if any, and interest on this Note will be made in
the Specified Currency indicated above; provided, however, that U.S. dollar
payments of interest, other than interest due at maturity or any date of
redemption or repayment, will be made by U.S. dollar check mailed to the
address of the person entitled thereto as such address shall appear in the
Note register.  A holder of U.S. $10,000,000 or more in aggregate principal
amount of Notes having the same Interest Payment Date will be entitled to
receive payments of interest, other than interest due at maturity or any date
of redemption or repayment, by wire transfer of immediately available funds if
appropriate wire transfer instructions have been received by the Paying Agent
in writing not less than 15 calendar days prior to the applicable Interest
Payment Date.   If this Note is denominated in a Specified Currency other than
U.S. dollars, payments of interest hereon will be made by wire transfer of
immediately available funds to an account maintained by the holder hereof with
a bank located outside the United States if appropriate wire transfer
instructions have been received by the Paying Agent in writing not less than
15 calendar days prior to the applicable Interest Payment Date.   If such wire
transfer instructions are not so received, such interest payments will be made
by check payable in such Specified Currency mailed to the address of the
person entitled thereto as such address shall appear in the Note register.

               Reference is hereby made to the further provisions of this Note
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

               Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature,
this Note shall not be entitled to any benefit under the Senior Indenture, as
defined on the reverse hereof, or be valid or obligatory for any purpose.


               IN WITNESS WHEREOF, the Issuer has caused this Note to be duly
executed under its corporate seal.


DATED:                           MORGAN STANLEY GROUP INC.


                                 By ______________________________
                                    Title:


TRUSTEE'S CERTIFICATE
OF AUTHENTICATION

This is one of the Notes
referred to in the within-
mentioned Senior Indenture.

CHEMICAL BANK, as Trustee


By ______________________________
       Authorized Officer



                 [FORM OF REVERSE OF SECURITY]

               This Note is one of a duly authorized issue of Senior Global
Medium-Term Notes, Series C, having maturities more than nine months from the
date of issue (the "Notes") of the Issuer.  The Notes are issuable under a
Senior Indenture, dated as of April 15, 1989, as supplemented by a First
Supplemental Indenture dated as of May 15, 1991 (as so supplemented, the
"Senior Indenture"), between the Issuer and Chemical Bank, as Trustee (the
"Trustee," which term includes any successor trustee under the Senior
Indenture), to which Senior Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities of the Issuer, the Trustee and holders of the
Notes and the terms upon which the Notes are, and are to be, authenticated and
delivered.   The Issuer has appointed Chemical Bank at its corporate trust
office in The City of New York as the paying agent (the "Paying Agent," which
term includes any additional or successor Paying Agent appointed by the
Issuer) with respect to the Notes.  The terms of individual Notes may vary
with respect to interest rates, interest rate formulas, issue dates, maturity
dates, or otherwise, all as provided in the Senior Indenture.  To the extent
not inconsistent herewith, the terms of the Senior Indenture are hereby
incorporated by reference herein.

               This Note will not be subject to any sinking fund and, unless
otherwise provided on the face hereof in accordance with the provisions of the
following two paragraphs, will not be redeemable or subject to repayment at
the option of the holder prior to maturity.

               Unless otherwise indicated on the face of this Note, this Note
may not be redeemed prior to the Maturity Date.  If so indicated on the face
of this Note, this Note may be redeemed in whole or in part at the option of
the Issuer on or after the Initial Redemption Date specified on the face
hereof on the terms set forth on the face hereof, together with interest
accrued and unpaid hereon to the date of redemption.   If this Note is subject
to "Annual Redemption Percentage Reduction," the Initial Redemption Percentage
indicated on the face hereof will be reduced on each anniversary of the
Initial Redemption Date by the Annual Redemption Percentage Reduction
specified on the face hereof until the redemption price of this Note is 100% of
the principal amount hereof, together with interest accrued and unpaid hereon
to the date of redemption.   Notice of redemption shall be mailed to the
registered holders of the Notes designated for redemption at their addresses
as the same shall appear on the Note register not less than 30 nor more than
60 days prior to the date fixed for redemption, subject to all the conditions
and provisions of the Senior Indenture.  In the event of redemption of this
Note in part only, a new Note or Notes for the amount of the unredeemed
portion hereof shall be issued in the name of the holder hereof upon the
cancellation hereof.

               Unless otherwise indicated on the face of this Note, this Note
shall not be subject to repayment at the option of the holder prior to the
Maturity Date.  If so indicated on the face of this Note, this Note will be
subject to repayment at the option of the holder on the Optional Repayment
Date or Dates specified on the face hereof on the terms set forth herein.   On
any Optional Repayment Date, this Note will be repayable in whole or in part
in increments of $1,000 or, if this Note is denominated in a Specified
Currency other than U.S. dollars, in increments of 1,000 units of such
Specified Currency (provided that any remaining principal amount hereof shall
not be less than the minimum authorized denomination hereof) at the option of
the holder hereof at a price equal to 100% of the principal amount to be
repaid, together with interest accrued and unpaid hereon to the date of
repayment.   For this Note to be repaid at the option of the holder hereof,
the Paying Agent must receive at its corporate trust office in the Borough of
Manhattan, The City of New York, at least 15 but not more than 30 days prior
to the date of repayment, (i) this Note with the form entitled "Option to Elect
Repayment" below duly completed or (ii) a telegram, telex, facsimile
transmission or a letter from a member of a national securities exchange or
the National Association of Securities Dealers, Inc.   or a commercial bank or
a trust company in the United States setting forth the name of the holder of
this Note, the principal amount hereof, the certificate number of this Note or
a description of this Note's tenor and terms, the principal amount hereof to be
repaid, a statement that the option to elect repayment is being exercised
thereby and a guarantee that this Note, together with the form entitled
"Option to Elect Repayment" duly completed, will be received by the Paying
Agent not later than the fifth Business Day after the date of such telegram,
telex, facsimile transmission or letter; provided, that such telegram, telex,
facsimile transmission or letter shall only be effective if this Note and form
duly completed are received by the Paying Agent by such fifth Business Day.
Exercise of such repayment option by the holder hereof shall be irrevocable.
In the event of repayment of this Note in part only, a new Note or Notes for
the amount of the unpaid portion hereof shall be issued in the name of the
holder hereof upon the cancellation hereof.

               This Note will bear interest at the rate determined in
accordance with the following formula:


                              I = SR - (RR x RRM)


             where "I" is the interest rate for the Interest Reset
Period, "SR" is the Set Rate shown on the face hereof, "RR" is the Reference
Rate determined in the manner set forth below and "RRM" is the Reference Rate
Multiplier shown on the face hereof.

               Commencing with the Initial Interest Reset Date specified on
the face hereof, the rate at which interest on this Note is payable shall be
reset as of each Interest Reset Date (as used herein, the term "Interest Reset
Date" shall include the Initial Interest Reset Date).  The Interest Reset
Dates will be the Interest Reset Dates specified on the face hereof; provided,
however, that the interest rate in effect for the period from the Interest
Accrual Date to the Initial Interest Reset Date will be the Initial Interest
Rate.  If any Interest Reset Date would otherwise be a day that is not a
Business Day, such Interest Reset Date shall be postponed to the next
succeeding day that is a Business Day, except that if such Business Day is in
the next succeeding calendar month, such Interest Reset Date shall be the next
preceding Business Day.  As used herein, "Business Day" means any day, other
than a Saturday or Sunday, and that is neither a legal holiday nor a day on
which banking institutions are authorized or required by law or regulation to
close in The City of New York or the City of London or (i) with respect to
Notes denominated in a Specified Currency other than U.S. dollars, European
Currency Units ("ECUs") or Australian dollars, in the capital city of the
country of the Specified Currency, (ii) with respect to Notes denominated in
ECUs, that is not a non-ECU clearing day, as determined by the ECU Banking
Association in Paris or (iii) with respect to Notes denominated in Australian
dollars, in Sydney.

               The Interest Determination Date pertaining to an Interest Reset
Date shall be the second London Banking Day preceding such Interest Reset
Date.  As used herein, "London Banking Day" means any day on which dealings in
deposits in the Reference Rate Currency are transacted in the London interbank
market.

               As used herein, "Interest Reset Period" means initially the
period from and including the Original Issue Date specified on the face hereof
to but excluding the Initial Interest Reset Date specified on the face hereof
and thereafter the period from and including an Interest Reset Date (including
the Initial Interest Reset Date) to but excluding the next succeeding Interest
Reset Date (or, if applicable, the Maturity Date specified on the face hereof).

               Unless otherwise specified on the face hereof, the "Calculation
Date" pertaining to an Interest Determination Date will be the earlier of (i)
the tenth calendar day after such Interest Determination Date or, if such day
is not a Business Day, the next succeeding Business Day, or (ii) the Business
Day preceding the applicable Interest Payment Date or Maturity Date (or, with
respect to any principal amount to be redeemed or repaid, any redemption or
repayment date), as the case may be.

               Determination of Reference Rate.  The Reference Rate with
respect to this Note shall be determined on each Interest Determination Date
as follows:

               (i)  As of the Interest Determination Date, the Calculation
         Agent shall determine the arithmetic mean of the offered rates for
         deposits in the Reference Rate Currency for the period of the Index
         Maturity specified on the face hereof which appears at the Reference
         Rate Location specified on the face hereof at approximately 11:00
         A.M., London time, on such Interest Determination Date.

               (ii)  If fewer than two offered rates appear at the Reference
         Rate Location, the Calculation Agent will request the principal
         London offices of each of four major banks in the London interbank
         market, as selected by the Calculation Agent, to provide the
         Calculation Agent with its offered quotation for deposits in the
         Reference Rate Currency for the period of the Index Maturity to prime
         banks in the London interbank market at approximately 11:00 A.M.,
         London time, on such Interest Determination Date and in a principal
         amount that is representative for a single transaction in such market
         at such time.  If at least two such quotations are provided, the
         Reference Rate will be the arithmetic mean of such quotations.  If
         fewer than two quotations are provided, the Reference Rate in respect
         of such Interest Determination Date will be the arithmetic mean of
         the rates quoted by three major banks located in the city which is
         the principal financial center of the country which issues the
         Reference Rate Currency (the "Reference City") selected by the
         Calculation Agent (after consultation with the Issuer) at
         approximately 11:00 A.M., Reference City time, on such Interest
         Determination Date for loans in the Reference Rate Currency to
         leading European banks, for the period of the Index Maturity and in a
         principal amount that is representative of a single transaction in
         such market at such time; provided, however, that if fewer than three
         banks selected as aforesaid by the Calculation Agent are quoting as
         mentioned in this sentence, the Reference Rate for such Interest
         Reset Period will be the same as the Reference Rate for the
         immediately preceding Interest Reset Period (or, if there was no such
         Interest Reset Period, the rate of interest payable hereon shall be
         the Initial Interest Rate).

               Notwithstanding the foregoing, the interest rate hereon shall
not be greater than the Maximum Interest Rate, if any, or less than the
Minimum Interest Rate, if any, specified on the face hereof.  The Calculation
Agent shall calculate the interest rate hereon in accordance with the
foregoing on or before each Calculation Date.  The interest rate on this Note
will in no event be higher than the maximum rate permitted by New York law, as
the same may be modified by United States Federal law of general application.

               At the request of the holder hereof, the Calculation Agent will
provide to the holder hereof the interest rate hereon then in effect and, if
determined, the interest rate that will become effective as of the next
Interest Reset Date.

               Interest payments on this Note will include interest accrued to
but excluding the Interest Payment Dates or the Maturity Date (or any earlier
redemption or repayment date), as the case may be.  Accrued interest hereon
shall be an amount calculated by multiplying the face amount hereof by an
accrued interest factor.  Such accrued interest factor shall be computed by
adding the interest factor calculated for each day in the period for which
interest is being paid.  The interest factor for each such date shall be
computed by dividing the interest rate applicable to such day by 360.   All
percentages resulting from any calculation of the rate of interest on this
Note will be rounded, if necessary, to the nearest one hundred-thousandth of a
percentage point (.0000001), with five one-millionths of a percentage point
rounded upward, and all dollar amounts used in or resulting from such
calculation on this Note will be rounded to the nearest cent (with one-half
cent rounded upward).  The interest rate in effect on any Interest Reset Date
will be the applicable rate as reset on such date.  The interest rate
applicable to any other day is the interest rate from the immediately
preceding Interest Reset Date (or, if none, the Initial Interest Rate).

               This Note and all the obligations of the Issuer hereunder are
direct, unsecured obligations of the Issuer and rank without preference or
priority among themselves and pari passu with all other existing and future
unsecured and unsubordinated indebtedness of the Issuer, subject to certain
statutory exceptions in the event of liquidation upon insolvency.

               This Note, and any Note or Notes issued upon transfer or
exchange hereof, is issuable only in fully registered form, without coupons,
and, if denominated in U.S. dollars, is issuable only in denominations of U.S.
$1,000 and any integral multiple of U.S. $1,000 in excess thereof.  If this
Note is denominated in a Specified Currency other than U.S. dollars, then,
unless a higher minimum denomination is required by applicable law, it is
issuable only in denominations of the equivalent of U.S. $1,000 (rounded to an
integral multiple of 1,000 units of such Specified Currency), or any amount in
excess thereof which is an integral multiple of 1,000 units of such Specified
Currency, as determined by reference to the noon dollar buying rate in New
York City for cable transfers of such Specified Currency published by the
Federal Reserve Bank of New York (the "Market Exchange Rate") on the Business
Day immediately preceding the date of issuance; provided, however, in the case
of ECUs, the Market Exchange Rate shall be the rate of exchange determined by
the Commission of the European Communities (or any successor thereto) as
published in the Official Journal of the European Communities, or any
successor publication, on the Business Day immediately preceding the date of
issuance.

               The Trustee has been appointed registrar for the Notes, and the
Trustee will maintain at its office in The City of New York a register for the
registration and transfer of Notes.  This Note may be transferred at the
aforesaid office of the Trustee by surrendering this Note for cancellation,
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and duly executed by the registered holder hereof in person or by the
holder's attorney duly authorized in writing, and thereupon the Trustee shall
issue in the name of the transferee or transferees, in exchange herefor, a new
Note or Notes having identical terms and provisions and having a like aggregate
principal amount in authorized denominations, subject to the terms and
conditions set forth herein; provided, however, that the Trustee will not be
required (i) to register the transfer of or exchange any Note that has been
called for redemption in whole or in part, except the unredeemed portion of
Notes being redeemed in part, (ii) to register the transfer of or exchange any
Note if the holder thereof has exercised his right, if any, to require the
Issuer to repurchase such Note in whole or in part, except the portion of such
Note not required to be repurchased, or (iii) to register the transfer of or
exchange Notes to the extent and during the period so provided in the Senior
Indenture with respect to the redemption of Notes.   Notes are exchangeable
at said office for other Notes of other authorized denominations of equal
aggregate principal amount having identical terms and provisions.  All such
exchanges and transfers of Notes will be free of charge, but the Issuer may
require payment of a sum sufficient to cover any tax or other governmental
charge in connection therewith.  All Notes surrendered for exchange shall be
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and executed by the registered holder in person or by the holder's
attorney duly authorized in writing.   The date of registration of any Note
delivered upon any exchange or transfer of Notes shall be such that no gain or
loss of interest results from such exchange or transfer.

               In case any Note shall at any time become mutilated, defaced or
be destroyed, lost or stolen and such Note or evidence of the loss, theft or
destruction thereof (together with the indemnity hereinafter referred to and
such other documents or proof as may be required in the premises) shall be
delivered to the Trustee, a new Note of like tenor will be issued by the
Issuer in exchange for the Note so mutilated or defaced, or in lieu of the
Note so destroyed or lost or stolen, but, in the case of any destroyed or lost
or stolen Note, only upon receipt of evidence satisfactory to the Trustee and
the Issuer that such Note was destroyed or lost or stolen and, if required,
upon receipt also of indemnity satisfactory to each of them.  All expenses and
reasonable charges associated with procuring such indemnity and with the
preparation, authentication and delivery of a new Note shall be borne by the
owner of the Note mutilated, defaced, destroyed, lost or stolen.

               The Senior Indenture provides that, (a) if an Event of Default
(as defined in the Senior Indenture) due to the default in payment of
principal of, premium, if any, or interest on, any series of debt securities
issued under the Senior Indenture, including the series of Senior Medium-Term
Notes of which this Note forms a part, or due to the default in the
performance or breach of any other covenant or warranty of the Issuer
applicable to the debt securities of such series but not applicable to all
outstanding debt securities issued under the Senior Indenture shall have
occurred and be continuing, either the Trustee or the holders of not less than
25% in principal amount of the debt securities of each affected series (voting
as a single class) may then declare the principal of all debt securities of
all such series and interest accrued thereon to be due and payable immediately
and (b) if an Event of Default due to a default in the performance of any
other of the covenants or agreements in the Senior Indenture applicable to all
outstanding debt securities issued thereunder, including this Note, or due to
certain events of bankruptcy, insolvency and reorganization of the Issuer,
shall have occurred and be continuing, either the Trustee or the holders of
not less than 25% in principal amount of all debt securities issued under the
Senior Indenture then outstanding (treated as one class) may declare the
principal of all such debt securities and interest accrued thereon to be due
and payable immediately, but upon certain conditions such declarations may be
annulled and past defaults may be waived (except a continuing default in
payment of principal (or premium, if any) or interest on such debt securities)
by the holders of a majority in principal amount of the debt securities of all
affected series then outstanding.

               The Senior Indenture permits the Issuer and the Trustee, with
the consent of the holders of not less than a majority in aggregate principal
amount of the debt securities of all series issued under the Senior Indenture
then outstanding and affected (voting as one class), to execute supplemental
indentures adding any provisions to or changing in any manner the rights of
the holders of each series so affected; provided that the Issuer and the
Trustee may not, without the consent of the holder of each outstanding debt
security affected thereby, (a) extend the final maturity of any such debt
security, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon, or reduce any amount payable on
redemption or repayment thereof, or change the currency of payment thereof, or
impair or affect the rights of any holder to institute suit for the payment
thereof without the consent of the holder of each debt security so affected;
or (b) reduce the aforesaid percentage in principal amount of debt securities
the consent of the holders of which is required for any such supplemental
indenture, without the consent of the holders of each debt security so
affected.

               Except as set forth below, if the principal of, premium, if
any, or interest on, this Note is payable in a Specified Currency other than
U.S. dollars and such Specified Currency is not available to the Issuer for
making payments hereon due to the imposition of exchange controls or other
circumstances beyond the control of the Issuer or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions within the international banking
community, then the Issuer will be entitled to satisfy its obligations to the
holder of this Note by making such payments in U.S. dollars on the basis of
the Market Exchange Rate on the date of such payment or, if the Market Exchange
Rate is not available on such date, as of the most recent practicable date.
Any payment made under such circumstances in U.S. dollars where the required
payment is in a Specified Currency other than U.S. dollars will not constitute
an Event of Default.

               If payment in respect of this Note is required to be made in
ECUs and ECUs are unavailable due to the imposition of exchange controls or
other circumstances beyond the Issuer's control or are no longer used as
either the unit of account of the European Community or as the currency of
the European Union, then all payments in respect of this Note shall be made
in U.S. dollars until ECUs are again available or so used.  The amount of
each payment in U.S. dollars shall be computed on the basis of the
equivalent of the ECU in U.S. dollars, determined as described below, as of
the second Business Day prior to the date on which such payment is due.

               The equivalent of the ECU in U.S. dollars as of any date shall
be determined by the Issuer or its agent on the following basis.  The
component currencies of the ECU for this purpose (the "Components") shall be
the currency amounts that were components of the ECU as of the last date on
which the ECU was used as the unit of account of the European Community.  The
equivalent of the ECU in U.S. dollars shall be calculated by aggregating the
U.S. dollar equivalents of the Components.  The U.S. dollar equivalent of each
of the Components shall be determined by the Issuer or such agent on the basis
of the most recently available Market Exchange Rates for such Components.

               All determinations referred to above made by the Issuer or its
agent shall be at its sole discretion and shall, in the absence of manifest
error, be conclusive to the extent permitted by law for all purposes and
binding on the holder of this Note.

               So long as this Note shall be outstanding, the Issuer will
cause to be maintained an office or agency for the payment of the principal of
and premium, if any, and interest on this Note as herein provided in the
Borough of Manhattan, The City of New York, and an office or agency in said
Borough of Manhattan for the registration, transfer and exchange as aforesaid
of the Notes.  The Issuer may designate other agencies for the payment of said
principal, premium and interest at such place or places (subject to applicable
laws and regulations) as the Issuer may decide.  So long as there shall be
such an agency, the Issuer shall keep the Trustee advised of the names and
locations of such agencies, if any are so designated.

               With respect to moneys paid by the Issuer and held by the
Trustee or any Paying Agent for payment of the principal of or interest or
premium, if any, on any Notes that remain unclaimed at the end of two years
after such principal, interest or premium shall have become due and payable
(whether at maturity or upon call for redemption or otherwise), (i) the
Trustee or such Paying Agent shall notify the holders of such Notes that such
moneys shall be repaid to the Issuer and any person claiming such moneys shall
thereafter look only to the Issuer for payment thereof and (ii) such moneys
shall be so repaid to the Issuer.   Upon such repayment all liability of the
Trustee or such Paying Agent with respect to such moneys shall thereupon
cease, without, however, limiting in any way any obligation that the Issuer
may have to pay the principal of or interest or premium, if any, on this Note
as the same shall become due.

               No provision of this Note or of the Senior Indenture shall
alter or impair the obligation of the Issuer, which is absolute and
unconditional, to pay the principal of, premium, if any, and interest on this
Note at the time, place, and rate, and in the coin or currency, herein
prescribed unless otherwise agreed between the Issuer and the registered
holder of this Note.

               Prior to due presentment of this Note for registration of
transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee
may treat the holder in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note be overdue, and none of the Issuer,
the Trustee or any such agent shall be affected by notice to the contrary.

               No recourse shall be had for the payment of the principal of,
premium, if any, or the interest on this Note, for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Senior Indenture
or any indenture supplemental thereto, against any incorporator, shareholder,
officer or director, as such, past, present or future, of the Issuer or of any
successor corporation, either directly or through the Issuer or any successor
corporation, whether by virtue of any constitution, statute or rule of law or
by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.

               This Note shall for all purposes be governed by, and construed
in accordance with, the laws of the State of New York.

               All terms used in this Note which are defined in the Senior
Indenture and not otherwise defined herein shall have the meanings assigned to
them in the Senior Indenture.


                                 ABBREVIATIONS



                        The following abbreviations, when used in the
inscription on the face of this instrument, shall be construed as though they
were written out in full according to applicable laws or regulations:

         TEN COM-as tenants in common
         TEN ENT-as tenants by the entireties
         JT TEN-as joint tenants with right of survivorship
         and not as tenants in common

         UNIF GIFT MIN ACT-...........Custodian..............
                              (Cust)               (Minor)

         Under Uniform Gifts to Minors Act...................
                                                (State)
               Additional abbreviations may also be used though not in the
above list.

                            ______________________

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto


[PLEASE INSERT SOCIAL SECURITY OR OTHER
         IDENTIFYING NUMBER OF ASSIGNEE]


_______________________________________!
                                       !
                                       !
_______________________________________________________________________

_______________________________________________________________________
[PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING ZIP CODE,
   OF ASSIGNEE]

_______________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably

_______________________________________________________________________
constituting and appointing such person attorney to transfer

_______________________________________________________________________
such note on the books of the Issuer, with full power of

_______________________________________________________________________
substitution in the premises.

Dated:_____________________


NOTICE:  The signature to this assignment must correspond with the
         name as written upon the face of the within Note in every particular
         without alteration or enlargement or any change whatsoever.


                           OPTION TO ELECT REPAYMENT


          The undersigned hereby irrevocably requests and
instructs the Issuer to repay the within Note (or portion thereof specified
below) pursuant to its terms at a price equal to the principal amount
thereof, together with interest to the Optional Repayment Date, to the
undersigned at

______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________
                        (Please print or typewrite
                   name and address of the undersigned)


               If less than the entire principal amount of the within Note is
to be repaid, specify the portion thereof which the holder elects to have
repaid:  __________________; and specify the denomination or denominations
(which shall not be less than the minimum authorized denomination) of the
Notes to be issued to the holder for the portion of the within Note not being
repaid (in the absence of any such specification, one such Note will be issued
for the portion not being repaid): __________________________.


Dated:_____________              ___________________________________
                                 NOTICE:  The signature on this
                                 Option to Elect Repayment must
                                 correspond with the name as written
                                 upon the face of the within
                                 instrument in every particular
                                 without alteration or enlargement.

EX-4.M

                                                               EXHIBIT 4-m

                          [FORM OF FACE OF SECURITY]

                          Senior Dollarized Bull Note


REGISTERED                                         REGISTERED
No. DYC(B)                                         [PRINCIPAL AMOUNT]
                                                   CUSIP:(*)

               Unless this certificate is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York, New
York) to the issuer or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of Cede & Co. or
such other name as requested by an authorized representative of The Depository
Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since
the registered owner hereof, Cede & Co., has an interest herein.*

         IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "ORIGINAL YIELD TO
         MATURITY" AND "INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE
         APPROXIMATE METHOD) SET FORTH BELOW HAVE BEEN COMPLETED SOLELY FOR
         THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL ISSUE
         DISCOUNT ("OID") RULES.

                          MORGAN STANLEY GROUP INC.

                 SENIOR GLOBAL MEDIUM-TERM NOTE, SERIES C
                            (Dollarized Bull Note)

SET RATE:                ORIGINAL ISSUE DATE:     MATURITY DATE:


REFERENCE RATE           INTEREST ACCRUAL DATE:
CURRENCIES:

                         INTEREST PAYMENT DATE(S):

                         INITIAL INTEREST RATE:   INTEREST PAYMENT PERIOD:
INDEX MATURITY:

                                                  INTEREST RESET DATE:

REFERENCE RATE
MULTIPLIER:              MAXIMUM INTEREST RATE:   CALCULATION AGENT
                                                  AND TRUSTEE:

                         MINIMUM INTEREST RATE:
                                                  SPECIFIED CURRENCY:

REFERENCE RATE
LOCATION:                                         TOTAL AMOUNT OF OID:

                                                  ORIGINAL YIELD TO
ANNUAL REDEMPTION        INITIAL REDEMPTION DATE: MATURITY:
PERCENTAGE REDUCTION:
                         INITIAL REDEMPTION       INITIAL ACCRUAL
OPTIONAL REPAYMENT       PERCENTAGE:              PERIOD OID:
DATE(S):

OTHER PROVISIONS:

- -----------
(*) Applies only if this Note is a Registered Global Security.


            Morgan Stanley Group Inc., a Delaware corporation (together with
its successors and assigns, the "Issuer"), for value received, hereby promises
to pay to








                , or registered assignees, the principal sum of

on the Maturity Date specified above (except to the extent redeemed or repaid
prior to the Maturity Date) and to pay interest thereon, from the Interest
Accrual Date specified above at a rate per annum equal to the Initial Interest
Rate specified above until the Interest Reset Date specified above, and
thereafter at a rate per annum determined in accordance with the provisions
specified on the reverse hereof until the principal hereof is paid or duly made
available for payment.  The Issuer will pay interest in arrears monthly,
quarterly, semiannually or annually as specified above as the Interest Payment
Period on each Interest Payment Date (as specified above), commencing with the
first Interest Payment Date next succeeding the Interest Accrual Date
specified above, and on the Maturity Date (or any redemption or repayment
date); provided, however, that if the Interest Accrual Date occurs between a
Record Date, as defined below, and the next succeeding Interest Payment Date,
interest payments will commence on the second Interest Payment Date succeeding
the Interest Accrual Date to the registered holder of this Note on the Record
Date with respect to such second Interest Payment Date; and provided, further,
that if an Interest Payment Date (other than the Maturity Date or redemption
or repayment date) would fall on a day that is not a Business Day, as defined
on the reverse hereof, such Interest Payment Date shall be the following day
that is a Business Day; and provided, further, that if the Maturity Date or
redemption or repayment date would fall on a day that is not a Business Day,
such Maturity Date or redemption or repayment date shall be on the following
day that is a Business Day and no interest shall accrue from and after such
Maturity Date or redemption or repayment date.

            Interest on this Note will accrue from the most recent date to
which interest has been paid or duly provided for, or, if no interest has been
paid or duly provided for, from the Interest Accrual Date, until the principal
hereof has been paid or duly made available for payment.  The interest so
payable, and punctually paid or duly provided for, on any Interest Payment
Date will, subject to certain exceptions described herein, be paid to the
person in whose name this Note (or one or more predecessor Notes) is
registered at the close of business on the date 15 calendar days prior to such
Interest Payment Date (whether or not a Business Day) (each such date a
"Record Date"); provided, however, that interest payable on the Maturity Date
(or any redemption or repayment date) will be payable to the person to whom
the principal hereof shall be payable.

            Payment of the principal of this Note, any premium and the
interest due at the Maturity Date (or any redemption or repayment date) will
be made in immediately available funds upon surrender of this Note at the
office or agency of the Paying Agent, as defined on the reverse hereof,
maintained for that purpose in the Borough of Manhattan, The City of New York,
or at such other paying agency as the Issuer may determine.  Payment of the
principal of and premium, if any, and interest on this Note will be made in
the Specified Currency indicated above; provided, however, that U.S. dollar
payments of interest, other than interest due at maturity or any date of
redemption or repayment, will be made by U.S. dollar check mailed to the
address of the person entitled thereto as such address shall appear in the
Note register.  A holder of U.S. $10,000,000 or more in aggregate principal
amount of Notes having the same Interest Payment Date will be entitled to
receive payments of interest, other than interest due at maturity or any date
of redemption or repayment, by wire transfer of immediately available funds if
appropriate wire transfer instructions have been received by the Paying Agent
in writing not less than 15 calendar days prior to the applicable Interest
Payment Date.  If this Note is denominated in a Specified Currency other than
U.S. dollars, payments of interest hereon will be made by wire transfer of
immediately available funds to an account maintained by the holder hereof with
a bank located outside the United States if appropriate wire transfer
instructions have been received by the Paying Agent in writing not less than
15 calendar days prior to the applicable Interest Payment Date.  If such wire
transfer instructions are not so received, such interest payments will be made
by check payable in such Specified Currency mailed to the address of the
person entitled thereto as such address shall appear in the Note register.

            Reference is hereby made to the further provisions of this Note
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

            Unless the certificate of authentication hereon has been executed
by the Trustee referred to on the reverse hereof by manual signature, this
Note shall not be entitled to any benefit under the Senior Indenture, as
defined on the reverse hereof, or be valid or obligatory for any purpose.

            IN WITNESS WHEREOF, the Issuer has caused this Note to be duly
executed under its corporate seal.

DATED:                              MORGAN STANLEY GROUP INC.



                                    By
_____________________________
                                    Title:  Treasurer


TRUSTEE'S CERTIFICATE
OF AUTHENTICATION

This is one of the Notes
referred to in the within-
mentioned Senior Indenture.

CHEMICAL BANK, as Trustee



By ______________________________
        Authorized Officer




                         [FORM OF REVERSE OF SECURITY]



            This Note is one of a duly authorized issue of Senior Global
Medium-Term Notes, Series C, having maturities more than nine months from the
date of issue (the "Notes") of the Issuer.  The Notes are issuable under a
Senior Indenture, dated as of April 15, 1989, as supplemented by a First
Supplemental Indenture dated as of May 15, 1991 (as so supplemented, the
"Senior Indenture"), between the Issuer and Chemical Bank, as Trustee (the
"Trustee," which term includes any successor trustee under the Senior
Indenture), to which Senior Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities of the Issuer, the Trustee and holders of the
Notes and the terms upon which the Notes are, and are to be, authenticated and
delivered.  The Issuer has appointed Chemical Bank at its corporate trust
office in The City of New York as the paying agent (the "Paying Agent," which
term includes any additional or successor Paying Agent appointed by the
Issuer) with respect to the Notes.  The terms of individual Notes may vary
with respect to interest rates, interest rate formulas, issue dates, maturity
dates, or otherwise, all as provided in the Senior Indenture.  To the extent
not inconsistent herewith, the terms of the Senior Indenture are hereby
incorporated by reference herein.

            This Note will not be subject to any sinking fund and, unless
otherwise provided on the face hereof in accordance with the provisions of the
following two paragraphs, will not be redeemable or subject to repayment at
the option of the holder prior to maturity.

            Unless otherwise indicated on the face of this Note, this Note may
not be redeemed prior to the Maturity Date.  If so indicated on the face of
this Note, this Note may be redeemed in whole or in part at the option of the
Issuer on or after the Initial Redemption Date specified on the face hereof
on the terms set forth on the face hereof, together with interest accrued and
unpaid hereon to the date of redemption.  If this Note is subject to "Annual
Redemption Percentage Reduction," the Initial Redemption Percentage indicated
on the face hereof will be reduced on each anniversary of the Initial
Redemption Date by the Annual Redemption Percentage Reduction specified on the
face hereof until the redemption price of this Note is 100% of the principal
amount hereof, together with interest accrued and unpaid hereon to the date of
redemption.  Notice of redemption shall be mailed to the registered holders of
the Notes designated for redemption at their addresses as the same shall
appear on the Note register not less than 30 nor more than 60 days prior to
the date fixed for redemption, subject to all the conditions and provisions
of the Senior Indenture.  In the event of redemption of this Note in part
only, a new Note or Notes for the amount of the unredeemed portion hereof
shall be issued in the name of the holder hereof upon the cancellation hereof.

            Unless otherwise indicated on the face of this Note, this Note
shall not be subject to repayment at the option of the holder prior to the
Maturity Date.  If so indicated on the face of this Note, this Note will be
subject to repayment at the option of the holder on the Optional Repayment
Date or Dates specified on the face hereof on the terms set forth herein.  On
any Optional Repayment Date, this Note will be repayable in whole or in part
in increments of $1,000 or, if this Note is denominated in a Specified
Currency other than U.S. dollars, in increments of 1,000 units of such
Specified Currency (provided that any remaining principal amount hereof shall
not be less than the minimum authorized denomination hereof) at the option of
the holder hereof at a price equal to 100% of the principal amount to be
repaid, together with interest accrued and unpaid hereon to the date of
repayment.  For this Note to be repaid at the option of the holder hereof, the
Paying Agent must receive at its corporate trust office in the Borough of
Manhattan, The City of New York, at least 15 but not more than 30 days prior
to the date of repayment, (i) this Note with the form entitled "Option to
Elect Repayment" below duly completed or (ii) a telegram, telex, facsimile
transmission or a letter from a member of a national securities exchange or
the National Association of Securities Dealers, Inc.  or a commercial bank or
a trust company in the United States setting forth the name of the holder of
this Note, the principal amount hereof, the certificate number of this Note or
a description of this Note's tenor and terms, the principal amount hereof to
be repaid, a statement that the option to elect repayment is being exercised
thereby and a guarantee that this Note, together with the form entitled
"Option to Elect Repayment" duly completed, will be received by the Paying
Agent not later than the fifth Business Day after the date of such telegram,
telex, facsimile transmission or letter; provided, that such telegram, telex,
facsimile transmission or letter shall only be effective if this Note and form
duly completed are received by the Paying Agent by such fifth Business Day.
Exercise of such repayment option by the holder hereof shall be irrevocable.
In the event of repayment of this Note in part only, a new Note or Notes for
the amount of the unpaid portion hereof shall be issued in the name of the
holder hereof upon the cancellation hereof.

            This Note will bear interest from and including the Interest Reset
Date at the rate per annum determined in accordance with the following formula:

                              I = RRM x (SR - RR)

           where "I" is the interest rate per annum for the Interest
Reset Period (as defined below), "SR" is the Set Rate shown on the face
hereof, "RRM" is the Reference Rate Multiplier shown on the face hereof and
"RR" is the Reference Rate determined in the manner set forth below.

            As used herein, "Business Day" means any day, other than a
Saturday or Sunday, and that is neither a legal holiday nor a day on which
banking institutions are authorized or required by law or regulation to close
in The City of New York or the City of London or (i) if this Note is
denominated in a Specified Currency other than U.S. dollars, European Currency
Units ("ECUs") or Australian dollars, in the capital city of the country of
the Specified Currency, (ii) if this Note is denominated in ECUs, that is not
a non-ECU clearing day, as determined by the ECU Banking Association in Paris
or (iii) if this Note is denominated in Australian dollars, in Sydney.

            The Interest Determination Date pertaining to the Interest Reset
Date shall be the second London Banking Day preceding such Interest Reset
Date.  As used herein, "London Banking Day" means any day on which dealings in
deposits in any of the Reference Rate Currencies are transacted in the London
interbank market.

            As used herein, "Interest Reset Period" means the period from and
including an Interest Reset Date to but excluding the Maturity Date specified
on the face hereof.

            Unless otherwise specified on the face hereof, the "Calculation
Date" pertaining to an Interest Determination Date will be the earlier of (i)
the tenth calendar day after such Interest Determination Date or, if such day
is not a Business Day, the next succeeding Business Day, or (ii) the Business
Day preceding the applicable Interest Payment Date or Maturity Date (or, with
respect to any principal amount to be redeemed or repaid, any redemption or
repayment date), as the case may be.

            Determination of Reference Rate.  The Reference Rate with respect
to this Note shall be the arithmetic mean of the offered interest rate swap
rates for the Reference Rate Currencies specified on the face hereof.  The
offered interest rate swap rate for each Reference Rate Currency shall be
determined by Morgan Stanley International for the Calculation Agent on the
Interest Determination Date as follows:

            (a)  If "Telerate" is specified as the Reference Rate Location on
      the face hereof for such Reference Rate Currency, Morgan Stanley
      International shall determine for the Calculation Agent the rate that
      appears on the Telerate Page specified on the face hereof for such
      Reference Rate Currency as the offered fixed rate of interest on or about
      11:00 a.m., London time, on such Interest Determination Date for a
      customary interest rate swap transaction where:  (i) the term of such
      transaction equals the Index Maturity; (ii) the floating rate of
      interest is the rate for six-month LIBOR for such Reference Rate
      Currency; and (iii) all payments to be made pursuant to such transaction
      are to be made in such Reference Rate Currency, ("Telerate Swap Rate,"
      and such Telerate Swap Rate shall be the offered interest rate swap rate
      for such Reference Rate Currency), and

            (b) If "Reference Dealers" is specified as the Reference Rate
      Location on the face hereof or if "Telerate" is so specified but the
      Telerate Swap Rate cannot be determined as described above, Morgan
      Stanley International will request the principal London offices of each
      of five major swap dealers, as selected by Morgan Stanley International,
      to provide quotations of the semi-annual offered fixed rate of interest
      on or about 11:00 a.m., London time, on such Interest Determination Date
      for a customary interest rate swap transaction where:  (i) the term of
      such transaction equals the Index Maturity; (ii) the floating rate of
      interest is the rate for six-month LIBOR for such Reference Rate
      Currency; (iii) all payments to be made pursuant to such transaction are
      to be made in such Reference Rate Currency; and (iv) the notional amount
      for such transaction is an amount that is representative for a swap
      transaction in the relevant market at the relevant time.  If five such
      quotations are provided, the offered interest rate swap rate for such
      Reference Rate Currency will be the arithmetic mean of the three
      quotations remaining after the highest and the lowest quotations have
      been disregarded.  If fewer than five such quotations are provided, but
      not less than one quotation, the offered interest rate swap rate for
      such Reference Rate Currency will be the arithmetic mean of such
      quotations (or, if only one quotation is provided, the offered interest
      rate swap rate shall be such quotation). If no such quotation is
      provided, the offered interest rate swap rate for such Reference Rate
      Currency will be determined by Morgan Stanley International in its sole
      discretion.

            Calculation of Interest.  Interest payments on this Note will
include interest accrued to but excluding the Interest Payment Dates or the
Maturity Date (or any earlier redemption or repayment date), as the case may
be.  Interest payments for this Note will be computed and paid on the basis
of a 360-day year of twelve 30-day months.  All percentages resulting from any
calculation of the rate of interest on this Note will be rounded, if
necessary, to the nearest one hundred-thousandth of a percentage point
(.0000001), with five one-millionths of a percentage point rounded upward, and
all dollar amounts used in or resulting from such calculation on this Note
will be rounded to the nearest cent (with one-half cent rounded upward).  The
interest rate in effect on any Interest Reset Date will be the applicable rate
as reset on such date.  The interest rate applicable to any other day is the
interest rate from the immediately preceding Interest Reset Date (or, if none,
the Initial Interest Rate).

            Notwithstanding the foregoing, the interest rate hereon shall not
be greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, specified on the face hereof.  The Calculation Agent
shall calculate the interest rate hereon in accordance with the foregoing on or
before each Calculation Date based on the Reference Rate as provided to it by
Morgan Stanley International.  The interest rate on this Note will in no event
be higher than the maximum rate permitted by New York law, as the same may be
modified by United States Federal law of general application.  In determining
the Reference Rate, the Calculation Agent is entitled to rely solely on Morgan
Stanley International and shall have no responsibility itself to make such
determination.

            At the request of the holder hereof, the Calculation Agent will
provide to the holder hereof the interest rate hereon then in effect and, if
determined, the interest rate that will become effective as of the next
Interest Reset Date.

            This Note and all the obligations of the Issuer hereunder are
direct, unsecured obligations of the Issuer and rank without preference or
priority among themselves and pari passu with all other existing and future
unsecured and unsubordinated indebtedness of the Issuer, subject to certain
statutory exceptions in the event of liquidation upon insolvency.

            This Note, and any Note or Notes issued upon transfer or exchange
hereof, is issuable only in fully registered form, without coupons, and, if
denominated in U.S. dollars, is issuable only in denominations of U.S. $1,000
and any integral multiple of U.S. $1,000 in excess thereof.  If this Note is
denominated in a Specified Currency other than U.S. dollars, then, unless a
higher minimum denomination is required by applicable law, it is issuable only
in denominations of the equivalent of U.S. $1,000 (rounded to an integral
multiple of 1,000 units of such Specified Currency), or any amount in excess
thereof which is an integral multiple of 1,000 units of such Specified
Currency, as determined by reference to the noon dollar buying rate in New
York City for cable transfers of such Specified Currency published by the
Federal Reserve Bank of New York (the "Market Exchange Rate") on the Business
Day immediately preceding the date of issuance; provided, however, in the case
of ECUs, the Market Exchange Rate shall be the rate of exchange determined by
the Commission of the European Communities (or any successor thereto) as
published in the Official Journal of the European Communities, or any
successor publication, on the Business Day immediately preceding the date of
issuance.

            The Trustee has been appointed registrar for the Notes, and the
Trustee will maintain at its office in The City of New York a register for the
registration and transfer of Notes.  This Note may be transferred at the
aforesaid office of the Trustee by surrendering this Note for cancellation,
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and duly executed by the registered holder hereof in person or by the
holder's attorney duly authorized in writing, and thereupon the Trustee shall
issue in the name of the transferee or transferees, in exchange herefor, a new
Note or Notes having identical terms and provisions and having a like
aggregate principal amount in authorized denominations, subject to the terms
and conditions set forth herein; provided, however, that the Trustee will not
be required (i) to register the transfer of or exchange any Note that has been
called for redemption in whole or in part, except the unredeemed portion of
Notes being redeemed in part, (ii) to register the transfer of or exchange any
Note if the holder thereof has exercised his right, if any, to require the
Issuer to repurchase such Note in whole or in part, except the portion of such
Note not required to be repurchased, or (iii) to register the transfer of or
exchange Notes to the extent and during the period so provided in the Senior
Indenture with respect to the redemption of Notes.  Notes are exchangeable at
said office for other Notes of other authorized denominations of equal
aggregate principal amount having identical terms and provisions.  All such
exchanges and transfers of Notes will be free of charge, but the Issuer may
require payment of a sum sufficient to cover any tax or other governmental
charge in connection therewith.  All Notes surrendered for exchange shall be
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and executed by the registered holder in person or by the holder's
attorney duly authorized in writing.  The date of registration of any Note
delivered upon any exchange or transfer of Notes shall be such that no gain or
loss of interest results from such exchange or transfer.

            In case any Note shall at any time become mutilated, defaced or be
destroyed, lost or stolen and such Note or evidence of the loss, theft or
destruction thereof (together with the indemnity hereinafter referred to and
such other documents or proof as may be required in the premises) shall be
delivered to the Trustee, a new Note of like tenor will be issued by the
Issuer in exchange for the Note so mutilated or defaced, or in lieu of the
Note so destroyed or lost or stolen, but, in the case of any destroyed or lost
or stolen Note, only upon receipt of evidence satisfactory to the Trustee and
the Issuer that such Note was destroyed or lost or stolen and, if required,
upon receipt also of indemnity satisfactory to each of them.  All expenses and
reasonable charges associated with procuring such indemnity and with the
preparation, authentication and delivery of a new Note shall be borne by the
owner of the Note mutilated, defaced, destroyed, lost or stolen.

            The Senior Indenture provides that, (a) if an Event of Default (as
defined in the Senior Indenture) due to the default in payment of principal
of, premium, if any, or interest on, any series of debt securities issued
under the Senior Indenture, including the series of Senior Medium-Term Notes
of which this Note forms a part, or due to the default in the performance or
breach of any other covenant or warranty of the Issuer applicable to the debt
securities of such series but not applicable to all outstanding debt
securities issued under the Senior Indenture shall have occurred and be
continuing, either the Trustee or the holders of not less than 25% in
principal amount of the debt securities of each affected series (voting as a
single class) may then declare the principal of all debt securities of all
such series and interest accrued thereon to be due and payable immediately and
(b) if an Event of Default due to a default in the performance of any other of
the covenants or agreements in the Senior Indenture applicable to all
outstanding debt securities issued thereunder, including this Note, or due to
certain events of bankruptcy, insolvency and reorganization of the Issuer,
shall have occurred and be continuing, either the Trustee or the holders of
not less than 25% in principal amount of all debt securities issued under the
Senior Indenture then outstanding (treated as one class) may declare the
principal of all such debt securities and interest accrued thereon to be due
and payable immediately, but upon certain conditions such declarations may be
annulled and past defaults may be waived (except a continuing default in
payment of principal (or premium, if any) or interest on such debt securities)
by the holders of a majority in principal amount of the debt securities of all
affected series then outstanding.

            The Senior Indenture permits the Issuer and the Trustee, with the
consent of the holders of not less than a majority in aggregate principal
amount of the debt securities of all series issued under the Senior Indenture
then outstanding and affected (voting as one class), to execute supplemental
indentures adding any provisions to or changing in any manner the rights of
the holders of each series so affected; provided that the Issuer and the
Trustee may not, without the consent of the holder of each outstanding debt
security affected thereby, (a) extend the final maturity of any such debt
security, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon, or reduce any amount payable on
redemption or repayment thereof, or change the currency of payment thereof, or
impair or affect the rights of any holder to institute suit for the payment
thereof without the consent of the holder of each debt security so affected;
or (b) reduce the aforesaid percentage in principal amount of debt securities
the consent of the holders of which is required for any such supplemental
indenture, without the consent of the holders of each debt security so
affected.

            Except as set forth below, if the principal of, premium, if any,
or interest on, this Note is payable in a Specified Currency other than U.S.
dollars and such Specified Currency is not available to the Issuer for making
payments hereon due to the imposition of exchange controls or other
circumstances beyond the control of the Issuer or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions within the international banking
community, then the Issuer will be entitled to satisfy its obligations to the
holder of this Note by making such payments in U.S. dollars on the basis of
the Market Exchange Rate on the date of such payment or, if the Market
Exchange Rate is not available on such date, as of the most recent practicable
date.  Any payment made under such circumstances in U.S. dollars where the
required payment is in a Specified Currency other than U.S. dollars will not
constitute an Event of Default.

            If payment in respect of this Note is required to be made in ECUs
and ECUs are unavailable due to the imposition of exchange controls or other
circumstances beyond the Issuer's control or are no longer used as either the
unit of account of the European Community or as the currency of the European
Union, then all payments in respect of this Note shall be made in U.S. dollars
until ECUs are again available or so used.  The amount of each payment in U.S.
dollars shall be computed on the basis of the equivalent of the ECU in U.S.
dollars, determined as described below, as of the second Business Day prior to
the date on which such payment is due.

            The equivalent of the ECU in U.S. dollars as of any date shall be
determined by the Issuer or its agent on the following basis.  The component
currencies of the ECU for this purpose (the "Components") shall be the
currency amounts that were components of the ECU as of the last date on which
the ECU was used as the unit of account of the European Community.  The
equivalent of the ECU in U.S. dollars shall be calculated by aggregating the
U.S. dollar equivalents of the Components.  The U.S. dollar equivalent of each
of the Components shall be determined by the Issuer or such agent on the basis
of the most recently available Market Exchange Rates for such Components.

            All determinations referred to above made by the Issuer or its
agent shall be at its sole discretion and shall, in the absence of manifest
error, be conclusive to the extent permitted by law for all purposes and
binding on the holder of this Note.

            So long as this Note shall be outstanding, the Issuer will cause
to be maintained an office or agency for the payment of the principal of and
premium, if any, and interest on this Note as herein provided in the Borough
of Manhattan, The City of New York, and an office or agency in said Borough
of Manhattan for the registration, transfer and exchange as aforesaid of the
Notes.  The Issuer may designate other agencies for the payment of said
principal, premium and interest at such place or places (subject to applicable
laws and regulations) as the Issuer may decide.  So long as there shall be
such an agency, the Issuer shall keep the Trustee advised of the names and
locations of such agencies, if any are so designated.

            With respect to moneys paid by the Issuer and held by the Trustee
or any Paying Agent for payment of the principal of or interest or premium, if
any, on any Notes that remain unclaimed at the end of two years after such
principal, interest or premium shall have become due and payable (whether at
maturity or upon call for redemption or otherwise), (i) the Trustee or such
Paying Agent shall notify the holders of such Notes that such moneys shall be
repaid to the Issuer and any person claiming such moneys shall thereafter look
only to the Issuer for payment thereof and (ii) such moneys shall be so repaid
to the Issuer.  Upon such repayment all liability of the Trustee or such
Paying Agent with respect to such moneys shall thereupon cease, without,
however, limiting in any way any obligation that the Issuer may have to pay
the principal of or interest or premium, if any, on this Note as the same
shall become due.

            No provision of this Note or of the Senior Indenture shall alter
or impair the obligation of the Issuer, which is absolute and unconditional,
to pay the principal of, premium, if any, and interest on this Note at the
time, place, and rate, and in the coin or currency, herein prescribed unless
otherwise agreed between the Issuer and the registered holder of this Note.

            Prior to due presentment of this Note for registration of
transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee
may treat the holder in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note be overdue, and none of the Issuer,
the Trustee or any such agent shall be affected by notice to the contrary.

            No recourse shall be had for the payment of the principal of,
premium, if any, or the interest on this Note, for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Senior Indenture
or any indenture supplemental thereto, against any incorporator, shareholder,
officer or director, as such, past, present or future, of the Issuer or of any
successor corporation, either directly or through the Issuer or any successor
corporation, whether by virtue of any constitution, statute or rule of law or
by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.

            This Note shall for all purposes be governed by, and construed in
accordance with, the laws of the State of New York.

            All terms used in this Note which are defined in the Senior
Indenture and not otherwise defined herein shall have the meanings assigned to
them in the Senior Indenture.


                                 ABBREVIATIONS


            The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:

          TEN COM-as tenants in common
          TEN ENT-as tenants by the entireties
          JT TEN-as joint tenants with right of survivorship
            and not as tenants in common


UNIF GIFT MIN ACT-...........Custodian................
                      (Cust)            (Minor)

Under Uniform Gifts to Minors Act...................
                                        (State)

     Additional abbreviations may also be used though not in the above list.


                               ________________





            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

[PLEASE INSERT SOCIAL SECURITY OR OTHER
      IDENTIFYING NUMBER OF ASSIGNEE]

_______________________________________!
                                       !
                                       !
[PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING ZIP CODE, OF ASSIGNEE]

__________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably

__________________________________________________________________________
constituting and appointing such person attorney to transfer

__________________________________________________________________________
such note on the books of the Issuer, with full power of substitution in the
premises.

Dated: _____________________________


NOTICE:     The signature to this assignment must correspond with the name as
            written upon the face of the within Note in every particular
            without alteration or enlargement or any change whatsoever.

EX-4.N

                                                               EXHIBIT 4-n


                          [FORM OF FACE OF SECURITY]


                       Floating/Fixed Rate Senior Note


REGISTERED                                   REGISTERED
No. FLR/FX                                   [PRINCIPAL AMOUNT]
                                             CUSIP: *


               Unless this certificate is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York, New
York) to the issuer or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of Cede & Co. or
such other name as requested by an authorized representative of The Depository
Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since
the registered owner hereof, Cede & Co., has an interest herein.*


               IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "ORIGINAL YIELD TO
               MATURITY" AND "INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE
               APPROXIMATE METHOD) SET FORTH BELOW HAVE BEEN COMPLETED SOLELY
               FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL
               ISSUE DISCOUNT ("OID") RULES.










_______________

*  Applies only if this Note is a Registered Global Security.









                          MORGAN STANLEY GROUP INC.

                   SENIOR GLOBAL MEDIUM-TERM NOTE, SERIES C
                            (Floating/Fixed Rate)

BASE RATE:            ORIGINAL ISSUE DATE:          MATURITY DATE:

INDEX MATURITY:          INTEREST ACCRUAL DATE:     INTEREST PAYMENT DATE(S):

SPREAD (PLUS OR       INITIAL INTEREST RATE:
MINUS):                                             INTEREST PAYMENT PERIOD:
                      INITIAL INTEREST RESET
ALTERNATE RATE        DATE:
EVENT SPREAD:                                       INTEREST RESET PERIOD:
                      MAXIMUM INTEREST RATE:
SPREAD MULTIPLIER:                                  INTEREST RESET DATES:
                      MINIMUM INTEREST RATE:
FIXED RATE                                          OPTIONAL REPAYMENT
COMMENCEMENT DATE:    INITIAL REDEMPTION DATE:      DATE(S):

FIXED INTEREST RATE:  INITIAL REDEMPTION            CALCULATION AGENT:
                      PERCENTAGE:
                      ANNUAL REDEMPTION             SPECIFIED CURRENCY:
                      PERCENTAGE REDUCTION:
                                                    TOTAL AMOUNT OF OID:
OTHER PROVISIONS:     INDEX CURRENCY:
                                                    ORIGINAL YIELD TO
                                                    MATURITY:

                                                    INITIAL ACCRUAL
                                                    PERIOD OID:







               Morgan Stanley Group Inc., a Delaware corporation (together
with its successors and assigns, the "Issuer"), for value received, hereby
promises to pay to




, or registered assignees, the principal sum of


on the Maturity Date specified above (except to the extent redeemed or repaid
prior to the Maturity Date) and to pay interest thereon, from the Interest
Accrual Date specified above at a rate per annum equal to the Initial Interest
Rate specified above until the Initial Interest Reset Date specified above,
and thereafter at a rate per annum determined in accordance with the
provisions specified on the reverse hereof until the principal hereof is paid
or duly made available for payment.  The Issuer will pay interest in arrears
monthly, quarterly, semiannually or annually as specified above as the
Interest Payment Period on each Interest Payment Date (as specified above),
commencing with the first Interest Payment Date next succeeding the Interest
Accrual Date specified above, and on the Maturity Date (or any redemption or
repayment date); provided, however, that if the Interest Accrual Date occurs
between a Record Date, as defined below, and the next succeeding Interest
Payment Date, interest payments will commence on the second Interest Payment
Date succeeding the Interest Accrual Date to the registered holder of this
Note on the Record Date with respect to such second Interest Payment Date;
provided, further, that if, during any period prior to the Fixed Rate
Commencement Date, an Interest Payment Date (other than the Maturity Date or a
redemption or repayment date) would fall on a day that is not a Business Day,
as defined on the reverse hereof, such Interest Payment Date shall be the
following day that is a Business, except that if the Base Rate specified above
is LIBOR and such next Business Day falls in the next calendar month, such
Interest Payment Date shall be the immediately preceding day that is a
Business Day; and provided, further, that if the Maturity Date or redemption
or repayment date would fall on a day that is not a Business Day, such
Maturity Date or redemption or repayment date shall be on the following day
that is a Business Day and no interest shall accrue for the period from and
after such Maturity Date or redemption or repayment date; and provided,
further, that if, during any period on or after the Fixed Rate Commencement
Date, an Interest Payment Date or the Maturity Date or redemption or repayment
date would fall on a day that is not a Business Day, payment of interest,
premium, if any, or principal otherwise payable on such date need not be made
on such date, but may be made on the next succeeding Business Day with the
same force and effect as if made on the Interest Payment Date or on the
Maturity Date or redemption or repayment date, and no interest on such payment
shall accrue for the period from and after the Interest Payment Date or the
Maturity Date or redemption or repayment date to such next succeeding Business
Day.

               Interest on this Note will accrue from the most recent date to
which interest has been paid or duly provided for, or, if no interest has been
paid or duly provided for, from the Interest Accrual Date, until the principal
hereof has been paid or duly made available for payment.   The interest so
payable, and punctually paid or duly provided for, on any Interest Payment
Date will, subject to certain exceptions described herein, be paid to the
person in whose name this Note (or one or more predecessor Notes) is
registered at the close of business on the date 15 calendar days prior to such
Interest Payment Date (whether or not a Business Day) (each such date a
"Record Date"); provided, however, that interest payable on the Maturity Date
(or any redemption or repayment date) will be payable to the person to whom
the principal hereof shall be payable.

               Payment of the principal of this Note, any premium and the
interest due at the Maturity Date (or any redemption or repayment date) will
be made in immediately available funds upon surrender of this Note at the
office or agency of the Paying Agent, as defined on the reverse hereof,
maintained for that purpose in the Borough of Manhattan, The City of New York,
or at such other paying agency as the Issuer may determine.  Payment of the
principal of and premium, if any, and interest on this Note will be made in
the Specified Currency indicated above; provided, however, that U.S. dollar
payments of interest, other than interest due at maturity or any date of
redemption or repayment, will be made by U.S. dollar check mailed to the
address of the person entitled thereto as such address shall appear in the
Note register.  A holder of U.S. $10,000,000 or more in aggregate principal
amount of Notes having the same Interest Payment Date will be entitled to
receive payments of interest, other than interest due at maturity or any date
of redemption or repayment, by wire transfer of immediately available funds if
appropriate wire transfer instructions have been received by the Paying Agent
in writing not less than 15 calendar days prior to the applicable Interest
Payment Date.  If this Note is denominated in a Specified Currency other than
U.S. dollars, payments of interest hereon will be made by wire transfer of
immediately available funds to an account maintained by the holder hereof with
a bank located outside the United States if appropriate wire transfer
instructions have been received by the Paying Agent in writing not less than
15 calendar days prior to the applicable Interest Payment Date.  If such wire
transfer instructions are not so received, such interest payments will be made
by check payable in such Specified Currency mailed to the address of the
person entitled thereto as such address shall appear in the Note register.

               Reference is hereby made to the further provisions of this Note
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

               Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature,
this Note shall not be entitled to any benefit under the Senior Indenture, as
defined on the reverse hereof, or be valid or obligatory for any purpose.


               IN WITNESS WHEREOF, the Issuer has caused this Note to be duly
executed under its corporate seal.



DATED:                           MORGAN STANLEY GROUP INC.



                                 By    ______________________________
                                          Title:

TRUSTEE'S CERTIFICATE
OF AUTHENTICATION

This is one of the Notes
referred to in the within-
mentioned Senior Indenture.
CHEMICAL BANK, as Trustee



By ______________________________
       Authorized Officer



[FORM OF REVERSE OF SECURITY]


               This Note is one of a duly authorized issue of Senior Global
Medium-Term Notes, Series C, having maturities more than nine months from the
date of issue (the "Notes") of the Issuer.  The Notes are issuable under a
Senior Indenture, dated as of April 15, 1989, as supplemented by a First
Supplemental Indenture dated as of May 15, 1991 (as so supplemented, the
"Senior Indenture"), between the Issuer and Chemical Bank, as Trustee (the
"Trustee," which term includes any successor trustee under the Senior
Indenture), to which Senior Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities of the Issuer, the Trustee and holders of the
Notes and the terms upon which the Notes are, and are to be, authenticated and
delivered.   The Issuer has appointed Chemical Bank at its corporate trust
office in The City of New York as the paying agent (the "Paying Agent," which
term includes any additional or successor Paying Agent appointed by the
Issuer) with respect to the Notes.  The terms of individual Notes may vary
with respect to interest rates, interest rate formulas, issue dates, maturity
dates, or otherwise, all as provided in the Senior Indenture.  To the extent
not inconsistent herewith, the terms of the Senior Indenture are hereby
incorporated by reference herein.

          This Note will not be subject to any sinking fund and, unless
otherwise provided on the face hereof in accordance with the provisions of the
following two paragraphs, will not be redeemable or subject to repayment at
the option of the holder prior to maturity.

               Unless otherwise indicated on the face of this Note, this Note
may not be redeemed prior to the Maturity Date.  If so indicated on the face
of this Note, this Note may be redeemed in whole or in part at the option of
the Issuer on or after the Initial Redemption Date specified on the face hereof
on the terms set forth on the face hereof, together with interest accrued and
unpaid hereon to the date of redemption.

               If this Note is subject to "Annual Redemption Percentage
Reduction," the Initial Redemption Percentage indicated on the face hereof
will be reduced on each anniversary of the Initial Redemption Date by the
Annual Redemption Percentage Reduction specified on the face hereof until the
redemption price of this Note is 100% of the principal amount hereof, together
with interest accrued and unpaid hereon to the date of redemption.  Notice of
redemption shall be mailed to the registered holders of the Notes designated
for redemption at their addresses as the same shall appear on the Note
register not less than 30 nor more than 60 days prior to the date fixed for
redemption, subject to all the conditions and provisions of the Senior
Indenture.  In the event of redemption of this Note in part only, a new Note or
Notes for the amount of the unredeemed portion hereof shall be issued in the
name of the holder hereof upon the cancellation hereof.

               Unless otherwise indicated on the face of this Note, this Note
shall not be subject to repayment at the option of the holder prior to the
Maturity Date.  If so indicated on the face of this Note, this Note will be
subject to repayment at the option of the holder on the Optional Repayment
Date or Dates specified on the face hereof on the terms set forth herein.  On
any Optional Repayment Date, this Note will be repayable in whole or in part
in increments of $1,000 or, if this Note is denominated in a Specified
Currency other than U.S. dollars, in increments of 1,000 units of such
Specified Currency (provided that any remaining principal amount hereof shall
not be less than the minimum authorized denomination hereof) at the option of
the holder hereof at a price equal to 100% of the principal amount to be
repaid, together with interest accrued and unpaid hereon to the date of
repayment.  For this Note to be repaid at the option of the holder hereof, the
Paying Agent must receive at its corporate trust office in the Borough of
Manhattan, The City of New York, at least 15 but not more than 30 days prior
to the date of repayment, (i) this Note with the form entitled "Option to
Elect Repayment" below duly completed or (ii) a telegram, telex, facsimile
transmission or a letter from a member of a national securities exchange or
the National Association of Securities Dealers, Inc. or a commercial bank or a
trust company in the United States setting forth the name of the holder of this
Note, the principal amount hereof, the certificate number of this Note or a
description of this Note's tenor and terms, the principal amount hereof to be
repaid, a statement that the option to elect repayment is being exercised
thereby and a guarantee that this Note, together with the form entitled
"Option to Elect Repayment" duly completed, will be received by the Paying
Agent not later than the fifth Business Day after the date of such telegram,
telex, facsimile transmission or letter; provided, that such telegram, telex,
facsimile transmission or letter shall only be effective if this Note and form
duly completed are received by the Paying Agent by such fifth Business Day.
Exercise of such repayment option by the holder hereof shall be irrevocable.
In the event of repayment of this Note in part only, a new Note or Notes for
the amount of the unpaid portion hereof shall be issued in the name of the
holder hereof upon the cancellation hereof.

               This Note will bear interest at the rate determined in
accordance with the applicable provisions below by reference to the Base Rate
shown on the face hereof based on the Index Maturity, if any, shown on the
face hereof (i) plus or minus the Spread, if any, and/or (ii) multiplied by the
Spread Multiplier, if any, specified on the face hereof.  Commencing with the
Initial Interest Reset Date specified on the face hereof, the rate at which
interest on this Note is payable shall be reset as of each Interest Reset Date
specified on the face hereof (including the Initial Interest Reset Date);
provided, however, that (i) the interest rate in effect for the period from
the Interest Accrual Date to the Initial Interest Reset Date will be the
Initial Interest Rate and (ii) the interest rate in effect commencing on and
including the Fixed Rate Commencement Date to the Maturity Date hereof shall
be the Fixed Interest Rate, if such rate is specified on the face hereof, or
if no such Fixed Interest Rate is so specified, the interest rate in effect
hereon on the day immediately preceding the Fixed Rate Commencement Date.  If
any Interest Reset Date would otherwise be a day that is not a Business Day,
such Interest Reset Date shall be postponed to the next succeeding day that is
a Business Day, except that if the Base Rate specified on the face hereof is
LIBOR and such Business Day is in the next succeeding calendar month, such
Interest Reset Date shall be the next preceding Business Day.  As used herein,
"Business Day" means any day, other than a Saturday or Sunday, that is neither
a legal holiday nor a day on which banking institutions are authorized or
required by law or regulation to close in The City of New York and (i) if this
Note bears interest calculated by reference to LIBOR that is also a London
Banking Day, (ii) if this Note is denominated in a Specified Currency other
than U.S. dollars, Australian dollars or ECUs, in the principal financial
center of the country of the Specified Currency, (iii) if this Note is
denominated in Australian dollars, in Sydney and (iv) if this Note is
denominated in ECUs, that is not a non-ECU clearing day, as determined by the
ECU Banking Association in Paris.

               The Interest Determination Date pertaining to an Interest Reset
Date for Notes bearing interest calculated by reference to the CD Rate,
Commercial Paper Rate, Federal Funds Rate, Prime Rate and CMT Rate will be the
second Business Day next preceding such Interest Reset Date.  The Interest
Determination Date pertaining to an Interest Reset Date for Notes bearing
interest calculated by reference to LIBOR shall be the second London Banking
Day preceding such Interest Reset Date.  As used herein, "London Banking Day"
means any day on which dealings in deposits in the Index Currency (as defined
herein) are transacted in the London interbank market.  The Interest
Determination Date pertaining to an Interest Reset Date for Notes bearing
interest calculated by reference to the Treasury Rate shall be the day of the
week in which such Interest Reset Date falls on which Treasury bills normally
would be auctioned; provided, however, that if as a result of a legal holiday
an auction is held on the Friday of the week preceding such Interest Reset
Date, the related Interest Determination Date shall be such preceding Friday;
and provided, further, that if an auction shall fall on any Interest Reset
Date, then the Interest Reset Date shall instead be the first Business Day
following the date of such auction.

               Unless otherwise specified on the face hereof, the "Calculation
Date" pertaining to an Interest Determination Date will be the earlier of (i)
the tenth calendar day after such Interest Determination Date or, if such day
is not a Business Day, the next succeeding Business Day, or (ii) the Business
Day preceding the applicable Interest Payment Date or Maturity Date (or, with
respect to any principal amount to be redeemed or repaid, any redemption or
repayment date), as the case may be.

               Determination of CD Rate.  If the Base Rate specified on the
face hereof is the CD Rate, the CD Rate with respect to this Note shall be
determined on each Interest Determination Date and shall be the rate on such
date for negotiable certificates of deposit having the Index Maturity
specified on the face hereof as published by the Board of Governors of the
Federal Reserve System in "Statistical Release H.15(519), Selected Interest
Rates," or any successor publication of the Board of Governors of the Federal
Reserve System ("H.15(519)"), under the heading "CDs (Secondary Market)," or,
if not so published by 9:00 A.M., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, the CD Rate will be the rate
on such Interest Determination Date for negotiable certificates of deposit of
the Index Maturity specified on the face hereof as published by the Federal
Reserve Bank of New York in its daily statistical release "Composite 3:30 P.M.
Quotations for U.S. Government Securities" ("Composite Quotations") under the
heading "Certificates of Deposit."  If neither of such rates is published by
3:00 P.M., New York City time, on such Calculation Date, then the CD Rate on
such Interest Determination Date will be calculated by the Calculation Agent
referred to on the face hereof and will be the arithmetic mean of the
secondary market offered rates as of 10:00 A.M., New York City time, on such
Interest Determination Date for certificates of deposit in the denomination of
U.S. $5,000,000 with a remaining maturity closest to the Index Maturity
specified on the face hereof of three leading nonbank dealers in negotiable
U.S. dollar certificates of deposit in The City of New York selected by the
Calculation Agent for negotiable certificates of deposit of major United
States money center banks of the highest credit standing in the market for
negotiable certificates of deposit; provided, however, that if the dealers
selected as aforesaid by the Calculation Agent are not quoting as mentioned in
this sentence, the CD Rate in effect for the applicable period will be the
same as the CD Rate for the immediately preceding Interest Reset Period (or,
if there was no such Interest Reset Period, the rate of interest payable
hereon shall be the Initial Interest Rate).

               Determination of Commercial Paper Rate.  If the Base Rate
specified on the face hereof is the Commercial Paper Rate, the Commercial
Paper Rate with respect to this Note shall be determined on each Interest
Determination Date and shall be the Money Market Yield (as defined herein) of
the rate on such date for commercial paper having the Index Maturity specified
on the face hereof, as such rate shall be published in H.15(519) under the
heading "Commercial Paper," or if not so published prior to 9:00 A.M., New
York City time, on the Calculation Date pertaining to such Interest
Determination Date, the Commercial Paper Rate shall be the Money Market Yield
of the rate on such Interest Determination Date for commercial paper of the
Index Maturity specified on the face hereof as published in Composite
Quotations under the heading "Commercial Paper."  If neither of such rates is
published by 3:00 P.M., New York City time, on such Calculation Date, then the
Commercial Paper Rate shall be the Money Market Yield of the arithmetic mean
of the offered rates as of 11:00 A.M., New York City time, on such Interest
Determination Date of three leading dealers in commercial paper in The City of
New York selected by the Calculation Agent for commercial paper of the Index
Maturity specified on the face hereof, placed for an industrial issuer whose
bond rating is "AA," or the equivalent, from a nationally recognized rating
agency; provided, however, that if the dealers selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence, the
Commercial Paper Rate in effect for the applicable period will be the same as
the Commercial Paper Rate for the immediately preceding Interest Reset Period
(or, if there was no such Interest Reset Period, the rate of interest payable
hereon shall be the Initial Interest Rate).

               "Money Market Yield" shall be the yield calculated in
accordance with the following formula:


               Money Market Yield =        D x 360
                                      ---------------- x 100
                                        360 - (D x M)

where "D" refers to the applicable per annum rate for commercial paper quoted
on a bank discount basis and expressed as a decimal and "M" refers to the
actual number of days in the Index Maturity specified on the face hereof.

               Determination of Federal Funds Rate.  If the Base Rate
specified on the face hereof is the Federal Funds Rate, the Federal Funds Rate
with respect to this Note shall be determined on each Interest Determination
Date and shall be the rate on such date for Federal Funds as published in
H.15(519) under the heading "Federal Funds (Effective)," or, if not so
published by 9:00 A.M., New York City time, on the Calculation Date pertaining
to such Interest Determination Date, the Federal Funds Rate will be the rate
on such Interest Determination Date as published in Composite Quotations under
the heading "Federal Funds/Effective Rate."  If neither of such rates is
published by 3:00 P.M., New York City time, on such Calculation Date, the
Federal Funds Rate for such Interest Determination Date will be calculated by
the Calculation Agent and will be the arithmetic mean of the rates for the
last transaction in overnight Federal funds as of 11:00 A.M., New York City
time, on such Interest Determination Date arranged by three leading brokers in
Federal funds transactions in The City of New York selected by the Calculation
Agent; provided, however, that if the brokers selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence, the Federal
Funds Rate in effect for the applicable period will be the same as the Federal
Funds Rate for the immediately preceding Interest Reset Period (or, if there
was no such Interest Reset Period, the rate of interest payable hereon shall
be the Initial Interest Rate).

               Determination of LIBOR.  If the Base Rate specified on the face
hereof is LIBOR, LIBOR with respect to this Note shall be determined on each
Interest Determination Date as follows:

               (i)   As of the Interest Determination Date, the Calculation
         Agent will determine (a) if "LIBOR Reuters" is specified as the
         Reporting Service on the face hereof, the arithmetic mean of the
         offered rates (unless the specified Designated LIBOR Page (as defined
         below) by its terms provides only for a single rate, in which case
         such single rate shall be used) for deposits in the London interbank
         market in the Index Currency for the period of the Index Maturity
         specified on the face hereof, commencing on the second London Banking
         Day immediately following such Interest Determination Date, which
         appear on the Designated LIBOR Page at approximately 11:00 A.M.,
         London time, on such Interest Determination Date, if at least two
         such offered rates appear (unless, as aforesaid, only a single rate
         is required) on such Designated LIBOR Page, or (b) if "LIBOR
         Telerate" is specified as the Reporting Service on the face hereof,
         the rate for deposits in the Index Currency for the period of the
         Index Maturity, commencing on such Interest Determination Date, that
         appears on the Designated LIBOR Page at approximately 11:00 A.M.,
         London time, on such Interest Determination Date.  If fewer than two
         offered rates appear (if "LIBOR Reuters" is specified as the
         Reporting Service on the face hereof and calculation of LIBOR is
         based on the arithmetic mean of the offered rates) or if no rate
         appears (if the Reporting Service on the face hereof specifies either
         (x) "LIBOR Reuters" and the Designated LIBOR Page by its terms
         provides only for a single rate or (y) "LIBOR Telerate"), LIBOR in
         respect of that Interest Determination Date will be determined as if
         the parties had specified the rate described in (ii) below.

             (ii)    With respect to an Interest Determination Date on which
         fewer than two offered rates appear (if "LIBOR Reuters" is specified
         as the Reporting Service on the face hereof and calculation of LIBOR
         is based on the arithmetic mean of the offered rates) or no rate
         appears (if the Reporting Service on the face hereof specifies either
         (x) "LIBOR Reuters" and the Designated LIBOR Page by its terms
         provides only for a single rate or (y) "LIBOR Telerate"), the
         Calculation Agent will request the principal London offices of each
         of four major reference banks in the London interbank market, as
         selected by the Calculation Agent (after consultation with the
         Issuer), to provide the Calculation Agent with its offered quotations
         for deposits in the Index Currency for the period of the Index
         Maturity specified on the face hereof, commencing on the second
         London Banking Day immediately following such Interest Determination
         Date, to prime banks in the London interbank market at approximately
         11:00 A.M., London time, on such Interest Determination Date and in a
         principal amount equal to an amount of not less than U.S.$1 million
         (or the equivalent in the Index Currency) that is representative of a
         single transaction in such Index Currency in such market at such
         time.  If at least two such quotations are provided, LIBOR will be
         the arithmetic mean of such quotations.  If fewer than two quotations
         are provided, LIBOR in respect of that Interest Determination Date
         will be the arithmetic mean of rates quoted at approximately 11:00
         A.M. (or such other time specified on the face hereof), in the
         applicable principal financial center for the country of the Index
         Currency on such Interest Determination Date, by three major banks in
         such principal financial center selected by the Calculation Agent
         (after consultation with the Issuer) on such Interest Determination
         Date for loans in the Index Currency to leading European banks, for
         the period of the Index Maturity specified on the face hereof
         commencing on the second London Banking Day immediately following such
         Interest Determination Date and in a principal amount of not less
         than U.S.$1 million (or the equivalent in the Index Currency) that is
         representative of a single transaction in such Index Currency in such
         market at such time; provided, however, that if the banks selected as
         aforesaid by the Calculation Agent are not quoting rates as mentioned
         in this sentence, "LIBOR" for such Interest Reset Period will be the
         same as LIBOR for the immediately preceding Interest Reset Period
         (or, if there was no such Interest Reset Period, the rate of interest
         payable on the LIBOR Notes for which LIBOR is being determined shall
         be the Initial Interest Rate).  "Index Currency" means the currency
         (including composite currencies) specified as Index Currency on the
         face hereof.  If no such currency is specified as Index Currency on
         the face hereof, the Index Currency shall be U.S. dollars.
         "Designated LIBOR Page" means either (a) if "LIBOR Reuters" is
         designated as the Reporting Service on the face hereof, the display
         on the Reuters Monitor Money Rates Service for the purpose of
         displaying the London interbank rates of major banks for the
         applicable Index Currency, or (b) if "LIBOR Telerate" is designated
         as the Reporting Service on the face hereof, the display on the Dow
         Jones Telerate Service for the purpose of displaying the London
         interbank rates of major banks for the applicable Index Currency.  If
         neither LIBOR Reuters nor LIBOR Telerate is specified as the
         Reporting Service on the face hereof, LIBOR for the applicable Index
         Currency will be determined as if LIBOR Telerate (and, if the U.S.
         dollar is the Index Currency, Page 3750) had been specified.

               Determination of Prime Rate.  If the Base Rate specified on the
face hereof is the Prime Rate, the Prime Rate with respect to this Note shall
be determined on each Interest Determination Date and shall be the rate set
forth in H.15(519) for such date opposite the caption "Bank Prime Loan."  If
such rate is not yet published by 9:00 A.M., New York City time, on the
Calculation Date pertaining to such Interest Determination Date, the Prime
Rate for such Interest Determination Date will be the arithmetic mean of the
rates of interest publicly announced by each bank named on the Reuters Screen
NYMF Page (as defined below) as such bank's prime rate or base lending rate as
in effect for such Interest Determination Date as quoted on the Reuters Screen
NYMF Page on such Interest Determination Date, or, if fewer than four such
rates appear on the Reuters Screen NYMF Page for such Interest Determination
Date, the rate shall be the arithmetic mean of the prime rates quoted on the
basis of the actual number of days in the year divided by 360 as of the close
of business on such Interest Determination Date by at least two of the three
major money center banks in The City of New York selected by the Calculation
Agent from which quotations are requested.  If fewer than two quotations are
provided, the Prime Rate shall be calculated by the Calculation Agent and
shall be determined as the arithmetic mean on the basis of the prime rates in
The City of New York by the appropriate number of substitute banks or trust
companies organized and doing business under the laws of the United States, or
any State thereof, in each case having total equity capital of at least U.S.
$500 million and being subject to supervision or examination by Federal or
State authority, selected by the Calculation Agent to quote such rate or
rates.  "Reuters Screen NYMF Page" means the display designated as Page "NYMF"
on the Reuters Monitor Money Rates Service (or such other page as may replace
the NYMF Page on that service for the purpose of displaying prime rates or
base lending rates of major United States banks).

               If in any month or two consecutive months the Prime Rate is not
published in H.15(519) and the banks or trust companies selected as aforesaid
are not quoting as mentioned in the preceding paragraph, the "Prime Rate" for
such Interest Reset Period will be the same as the Prime Rate for the
immediately preceding Interest Reset Period (or, if there was no such Interest
Reset Period, the rate of interest payable hereon shall be the Initial
Interest Rate).  If this failure continues over three or more consecutive
months, the Prime Rate for each succeeding Interest Determination Date until
the maturity or redemption or repayment of this Note or, if earlier, until
this failure ceases, shall be LIBOR determined as if the Base Rate specified
on the face hereof were LIBOR, as if LIBOR Telerate had been specified as the
Reporting Service and U.S. dollars had been specified as the Index Currency
and the Spread, if any, shall be the number of basis points specified on the
face hereof as the "Alternate Rate Event Spread."

               Determination of Treasury Rate.  If the Base Rate specified on
the face hereof is the Treasury Rate, the Treasury Rate with respect to this
Note shall be determined on each Interest Determination Date and shall be the
rate for the auction held on such date of direct obligations of the United
States ("Treasury Bills") having the Index Maturity specified on the face
hereof, as published in H.15(519) under the heading "Treasury Bills--auction
average (investment)," or if not so published by 9:00 A.M., New York City
time, on the Calculation Date pertaining to such Interest Determination Date,
the auction average rate on such Interest Determination Date (expressed as a
bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) as otherwise announced by the United States
Department of the Treasury.  In the event that the results of the auction of
Treasury Bills having the Index Maturity specified on the face hereof are not
published or reported as provided above by 3:00 P.M., New York City time, on
such Calculation Date or if no such auction is held on such Interest
Determination Date, then the Treasury Rate shall be calculated by the
Calculation Agent and shall be a yield to maturity (expressed as a bond
equivalent, on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) calculated using the arithmetic mean of the
secondary market bid rates, as of approximately 3:30 P.M., New York City time,
on such Interest Determination Date, of three leading primary United States
government securities dealers selected by the Calculation Agent for the issue
of Treasury Bills with a remaining maturity closest to the Index Maturity
specified on the face hereof; provided, however, that if the dealers selected
as aforesaid by the Calculation Agent are not quoting as mentioned in this
sentence, the Treasury Rate for such Interest Reset Date will be the same as
the Treasury Rate for the immediately preceding Interest Reset Period (or, if
there was no such Interest Reset Period, the rate of interest payable hereon
shall be the Initial Interest Rate).

               Determination of CMT Rate.  If the Base Rate specified on the
face hereof is the CMT Rate, the CMT Rate with respect to this Note shall be
determined on each Interest Determination Date and shall be the rate displayed
for the Index Maturity specified on the face hereof on Telerate Page 7055 for
"Daily Treasury Constant Maturities and Money Markets/Federal Reserve Board
Release H.15 Monday's Approx. 3:45 P.M. EDT," for such Interest Determination
Date (or such other page as may replace that page on such service for the
purpose of displaying rates or prices comparable to the CMT Rate, as
determined by the Calculation Agent).  If such rate is not available by 3:00
P.M., New York City time, on the Calculation Date pertaining to such Interest
Determination Date, then the CMT Rate for such Interest Determination Date
shall be the bond equivalent yield to maturity of the arithmetic mean (as
calculated by the Calculation Agent) of the secondary market bid rates, as of
3:00 P.M., New York City time, on such Interest Determination Date, reported
by three leading primary United States government securities dealers in The
City of New York selected by the Calculation Agent (after consultation with
the Issuer), for the most recently issued direct noncallable fixed rate
Treasury Bills with an original maturity approximately equal to the Index
Maturity specified on the face hereof; provided, however, that if the dealers
selected as aforesaid by the Calculation Agent are not quoting bid rates as
mentioned in this sentence, the "CMT Rate" in effect for the applicable period
will be the same as the CMT Rate for the immediately preceding Interest Reset
Period (or, if there was no such Interest Reset Period, the rate of interest
payable hereon shall be the Initial Interest Rate).

               Notwithstanding the foregoing, the interest rate hereon shall
not be greater than the Maximum Interest Rate, if any, or less than the
Minimum Interest Rate, if any, specified on the face hereof.  The Calculation
Agent shall calculate the interest rate hereon in accordance with the
foregoing on or before each Calculation Date.  The interest rate on this Note
will in no event be higher than the maximum rate permitted by New York law, as
the same may be modified by United States Federal law of general application.

               At the request of the holder hereof, the Calculation Agent will
provide to the holder hereof the interest rate hereon then in effect and, if
determined, the interest rate that will become effective as of the next
Interest Reset Date.

               Interest payments on this Note will include interest accrued to
but excluding the Interest Payment Dates or the Maturity Date (or any earlier
redemption or repayment date), as the case may be.  Accrued interest hereon
shall be an amount calculated by multiplying the face amount hereof by an
accrued interest factor.  Such accrued interest factor shall be computed by
adding the interest factor calculated for each day in the period for which
interest is being paid.  The interest factor for each such date shall be
computed by dividing the interest rate applicable to such day by 360 if the
Base Rate is CD Rate, Commercial Paper Rate, Federal Funds Rate, Prime Rate or
LIBOR, as specified on the face hereof, or by the actual number of days in the
year if the Base Rate is the Treasury Rate or the CMT Rate, as specified on
the face hereof.  All percentages resulting from any calculation of the rate
of interest on this Note will be rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point (.0000001), with five one-millionths
of a percentage point rounded upward, and all dollar amounts used in or
resulting from such calculation on this Note will be rounded to the nearest
cent (with one-half cent rounded upward).  The interest rate in effect on any
Interest Reset Date will be the applicable rate as reset on such date.  The
interest rate applicable to any other day (other than a day occurring on or
after the Fixed Rate Commencement Date) is the interest rate from the
immediately preceding Interest Reset Date (or, if none, the Initial Interest
Rate).  While this Note bears interest at the Fixed Interest Rate, interest
payments on this Note will be computed and paid on the basis of a 360-day year
of twelve 30-day months.

               This Note and all the obligations of the Issuer hereunder are
direct, unsecured obligations of the Issuer and rank without preference or
priority among themselves and pari passu with all other existing and future
unsecured and unsubordinated indebtedness of the Issuer, subject to certain
statutory exceptions in the event of liquidation upon insolvency.

               This Note, and any Note or Notes issued upon transfer or
exchange hereof, is issuable only in fully registered form, without coupons,
and, if denominated in U.S. dollars, is issuable only in denominations of U.S.
$1,000 and any integral multiple of U.S. $1,000 in excess thereof.  If this
Note is denominated in a Specified Currency other than U.S. dollars, then,
unless a higher minimum denomination is required by applicable law, it is
issuable only in denominations of the equivalent of U.S. $1,000 (rounded down
to an integral multiple of 1,000 units of such Specified Currency), or any
amount in excess thereof which is an integral multiple of 1,000 units of such
Specified Currency, as determined by reference to the noon dollar buying rate
in New York City for cable transfers of such Specified Currency published by
the Federal Reserve Bank of New York (the "Market Exchange Rate") on the
Business Day immediately preceding the date of issuance; provided, however, in
the case of ECUs, the Market Exchange Rate shall be the rate of exchange
determined by the Commission of the European Communities (or any successor
thereto) as published in the Official Journal of the European Communities, or
any successor publication, on the Business Day immediately preceding the date
of issuance.

               The Trustee has been appointed registrar for the Notes, and the
Trustee will maintain at its office in The City of New York a register for the
registration and transfer of Notes.  This Note may be transferred at the
aforesaid office of the Trustee by surrendering this Note for cancellation,
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and duly executed by the registered holder hereof in person or by the
holder's attorney duly authorized in writing, and thereupon the Trustee shall
issue in the name of the transferee or transferees, in exchange herefor, a new
Note or Notes having identical terms and provisions and having a like
aggregate principal amount in authorized denominations, subject to the terms
and conditions set forth herein; provided, however, that the Trustee will not
be required (i) to register the transfer of or exchange any Note that has been
called for redemption in whole or in part, except the unredeemed portion of
Notes being redeemed in part, (ii) to register the transfer of or exchange any
Note if the holder thereof has exercised his right, if any, to require the
Issuer to repurchase such Note in whole or in part, except the portion of such
Note not required to be repurchased, or (iii) to register the transfer of or
exchange Notes to the extent and during the period so provided in the Senior
Indenture with respect to the redemption of Notes.  Notes are exchangeable at
said office for other Notes of other authorized denominations of equal
aggregate principal amount having identical terms and provisions.  All such
exchanges and transfers of Notes will be free of charge, but the Issuer may
require payment of a sum sufficient to cover any tax or other governmental
charge in connection therewith.  All Notes surrendered for exchange shall be
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and executed by the registered holder in person or by the holder's
attorney duly authorized in writing.  The date of registration of any Note
delivered upon any exchange or transfer of Notes shall be such that no gain or
loss of interest results from such exchange or transfer.

               In case any Note shall at any time become mutilated, defaced or
be destroyed, lost or stolen and such Note or evidence of the loss, theft or
destruction thereof (together with the indemnity hereinafter referred to and
such other documents or proof as may be required in the premises) shall be
delivered to the Trustee, a new Note of like tenor will be issued by the
Issuer in exchange for the Note so mutilated or defaced, or in lieu of the
Note so destroyed or lost or stolen, but, in the case of any destroyed or lost
or stolen Note, only upon receipt of evidence satisfactory to the Trustee and
the Issuer that such Note was destroyed or lost or stolen and, if required,
upon receipt also of indemnity satisfactory to each of them.  All expenses and
reasonable charges associated with procuring such indemnity and with the
preparation, authentication and delivery of a new Note shall be borne by the
owner of the Note mutilated, defaced, destroyed, lost or stolen.

               The Senior Indenture provides that, (a) if an Event of Default
(as defined in the Senior Indenture) due to the default in payment of
principal of, premium, if any, or interest on, any series of debt securities
issued under the Senior Indenture, including the series of Senior Medium-Term
Notes of which this Note forms a part, or due to the default in the
performance or breach of any other covenant or warranty of the Issuer
applicable to the debt securities of such series but not applicable to all
outstanding debt securities issued under the Senior Indenture shall have
occurred and be continuing, either the Trustee or the holders of not less than
25% in principal amount of the debt securities of each affected series (voting
as a single class) may then declare the principal of all debt securities of
all such series and interest accrued thereon to be due and payable immediately
and (b) if an Event of Default due to a default in the performance of any
other of the covenants or agreements in the Senior Indenture applicable to all
outstanding debt securities issued thereunder, including this Note, or due to
certain events of bankruptcy, insolvency and reorganization of the Issuer,
shall have occurred and be continuing, either the Trustee or the holders of
not less than 25% in principal amount of all debt securities issued under the
Senior Indenture then outstanding (treated as one class) may declare the
principal of all such debt securities and interest accrued thereon to be due
and payable immediately, but upon certain conditions such declarations may be
annulled and past defaults may be waived (except a continuing default in
payment of principal (or premium, if any) or interest on such debt securities)
by the holders of a majority in principal amount of the debt securities of all
affected series then outstanding.

               The Senior Indenture permits the Issuer and the Trustee, with
the consent of the holders of not less than a majority in aggregate principal
amount of the debt securities of all series issued under the Senior Indenture
then outstanding and affected (voting as one class), to execute supplemental
indentures adding any provisions to or changing in any manner the rights of
the holders of each series so affected; provided that the Issuer and the
Trustee may not, without the consent of the holder of each outstanding debt
security affected thereby, (a) extend the final maturity of any such debt
security, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon, or reduce any amount payable on
redemption or repayment thereof, or change the currency of payment thereof, or
impair or affect the rights of any holder to institute suit for the payment
thereof without the consent of the holder of each debt security so affected;
or (b) reduce the aforesaid percentage in principal amount of debt securities
the consent of the holders of which is required for any such supplemental
indenture, without the consent of the holders of each debt security so
affected.

               Except as set forth below, if the principal of, premium, if
any, or interest on, this Note is payable in a Specified Currency other than
U.S. dollars and such Specified Currency is not available to the Issuer for
making payments hereon due to the imposition of exchange controls or other
circumstances beyond the control of the Issuer or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions within the international banking
community, then the Issuer will be entitled to satisfy its obligations to the
holder of this Note by making such payments in U.S. dollars on the basis of
the Market Exchange Rate on the date of such payment or, if the Market
Exchange Rate is not available on such date, as of the most recent practicable
date.  Any payment made under such circumstances in U.S. dollars where the
required payment is in a Specified Currency other than U.S. dollars will not
constitute an Event of Default.

               If payment in respect of this Note is required to be made in
ECUs and ECUs are unavailable due to the imposition of exchange controls or
other circumstances beyond the Issuer's control or are no longer used as
either the unit of account of the European Community or as the currency of the
European Union, then all payments in respect of this Note shall be made in
U.S. dollars until ECUs are again available or so used.  The amount of each
payment in U.S. dollars shall be computed on the basis of the equivalent of
the ECU in U.S. dollars, determined as described below, as of the second
Business Day prior to the date on which such payment is due.

               The equivalent of the ECU in U.S. dollars as of any date shall
be determined by the Issuer or its agent on the following basis.  The
component currencies of the ECU for this purpose (the "Components") shall be
the currency amounts that were components of the ECU as of the last date on
which the ECU was used as the unit of account of the European Community.  The
equivalent of the ECU in U.S. dollars shall be calculated by aggregating the
U.S. dollar equivalents of the Components.  The U.S. dollar equivalent of each
of the Components shall be determined by the Issuer or such agent on the basis
of the most recently available Market Exchange Rates for such Components.

               All determinations referred to above made by the Issuer or its
agent shall be at its sole discretion and shall, in the absence of manifest
error, be conclusive to the extent permitted by law for all purposes and
binding on the holder of this Note.

               So long as this Note shall be outstanding, the Issuer will
cause to be maintained an office or agency for the payment of the principal of
and premium, if any, and interest on this Note as herein provided in the
Borough of Manhattan, The City of New York, and an office or agency in said
Borough of Manhattan for the registration, transfer and exchange as aforesaid
of the Notes.  The Issuer may designate other agencies for the payment of said
principal, premium and interest at such place or places (subject to applicable
laws and regulations) as the Issuer may decide.  So long as there shall be
such an agency, the Issuer shall keep the Trustee advised of the names and
locations of such agencies, if any are so designated.

               With respect to moneys paid by the Issuer and held by the
Trustee or any Paying Agent for payment of the principal of or interest or
premium, if any, on any Notes that remain unclaimed at the end of two years
after such principal, interest or premium shall have become due and payable
(whether at maturity or upon call for redemption or otherwise), (i) the
Trustee or such Paying Agent shall notify the holders of such Notes that such
moneys shall be repaid to the Issuer and any person claiming such moneys shall
thereafter look only to the Issuer for payment thereof and (ii) such moneys
shall be so repaid to the Issuer.  Upon such repayment all liability of the
Trustee or such Paying Agent with respect to such moneys shall thereupon
cease, without, however, limiting in any way any obligation that the Issuer
may have to pay the principal of or interest or premium, if any, on this Note
as the same shall become due.

               No provision of this Note or of the Senior Indenture shall
alter or impair the obligation of the Issuer, which is absolute and
unconditional, to pay the principal of, premium, if any, and interest on this
Note at the time, place, and rate, and in the coin or currency, herein
prescribed unless otherwise agreed between the Issuer and the registered
holder of this Note.

               Prior to due presentment of this Note for registration of
transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee
may treat the holder in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note be overdue, and none of the Issuer,
the Trustee or any such agent shall be affected by notice to the contrary.

               No recourse shall be had for the payment of the principal of,
premium, if any, or the interest on this Note, for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Senior Indenture
or any indenture supplemental thereto, against any incorporator, shareholder,
officer or director, as such, past, present or future, of the Issuer or of any
successor corporation, either directly or through the Issuer or any successor
corporation, whether by virtue of any constitution, statute or rule of law or
by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.

               This Note shall for all purposes be governed by, and construed
in accordance with, the laws of the State of New York.

               All terms used in this Note which are defined in the Senior
Indenture and not otherwise defined herein shall have the meanings assigned to
them in the Senior Indenture.


                                ABBREVIATIONS


               The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written
out in full according to applicable laws or regulations:


               TEN COM-as tenants in common
               TEN ENT-as tenants by the entireties
               JT TEN-as joint tenants with right of survivorship

and not as tenants in common


          UNIF GIFT MIN ACT-...........Custodian..............

          Under Uniform Gifts to Minors Act...................
                                                (State)

         Additional abbreviations may also be used though not in the above
list.

                       _________________________________



               FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto



[PLEASE INSERT SOCIAL SECURITY OR OTHER
         IDENTIFYING NUMBER OF ASSIGNEE]


_______________________________________!
                                       !
                                       !

_____________________________________________________________________________
[PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING ZIP CODE,
   OF ASSIGNEE]

_____________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably

_____________________________________________________________________________
constituting and appointing such person attorney to transfer

_____________________________________________________________________________
such note on the books of the Issuer, with full power of

_____________________________________________________________________________
substitution in the premises.

Dated:_____________________


NOTICE:        The signature to this assignment must correspond with the name
               as written upon the face of the within Note in every particular
               without alteration or enlargement or any change whatsoever.



                           OPTION TO ELECT REPAYMENT



               The undersigned hereby irrevocably requests and instructs the
Issuer to repay the within Note (or portion thereof specified below) pursuant
to its terms at a price equal to the principal amount thereof, together with
interest to the Optional Repayment Date, to the undersigned at

__________________________________________________________

__________________________________________________________

__________________________________________________________
                (Please print or typewrite
           name and address of the undersigned)


               If less than the entire principal amount of the within Note is
to be repaid, specify the portion thereof which the holder elects to have
repaid:  __________________; and specify the denomination or denominations
(which shall not be less than the minimum authorized denomination) of the
Notes to be issued to the holder for the portion of the within Note not being
repaid (in the absence of any such specification, one such Note will be issued
for the portion not being repaid): __________________________.



Dated:_____________        ___________________________________

                                       NOTICE:  The signature on this Option
                                       to Elect Repayment must correspond with
                                       the name as written upon the face of the
                                       within instrument in every particular
                                       without alteration or enlargement.

EX-4.O

CUSIP NO.                                                     EXHIBIT 4-o

                                                     S&P INDEXED (BULL) NOTE



                           MORGAN STANLEY GROUP INC.
                   SENIOR GLOBAL MEDIUM-TERM NOTE, SERIES C


REGISTERED                                                         REGISTERED
No.                                                                  $



               Unless this certificate is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York, New
York) to the issuer or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of Cede & Co. or
such other name as requested by an authorized representative of The Depository
Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since
the registered owner hereof, Cede & Co., has an interest herein.

               IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "ORIGINAL YIELD TO
MATURITY" AND "INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE APPROXIMATE
METHOD) SET FORTH BELOW HAVE BEEN COMPLETED SOLELY FOR THE PURPOSES OF
APPLYING THE FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.

                                              
TITLE:  EQUITY LINKED NOTE DUE                   PRINCIPAL AMOUNT: $____________
_____________
TRADE DATE:  _________________                   ISSUE PRICE:  100%
ORIGINAL ISSUE DATE: _________                   INITIAL VALUE:   ______________
SETTLEMENT DATE: _____________                   LEVERAGE FACTOR: ______________
MATURITY DATE: _______________                   AMOUNT REPAYABLE AT MATURITY:
                                                 Principal Amount plus interest equal to the
                                                 greater of (i) zero and (ii)
DETERMINATION DATE:__________
or the next preceding Business Day if such       P rincipal x Leverage x (Final Value - Initial Value)
                                                                          ---------------------------
date is not a Business Day.                      Amount Factor (if any)       Initial Value

TOTAL AMOUNT OF OID:  $__________                where Final Value is the closing value of
                                                 the S&P 500 Index (such value as calculated
                                                 by Standard & Poor's and published in the
                                                 Wall Street Journal) at the market close on
                                                 the Determination Date.
ORIGINAL YIELD TO MATURITY:  ___%                CALCULATION AGENT: Morgan Stanley
                                                 & Co. Incorporated
INITIAL ACCRUAL PERIOD OID: _______              DEPOSITORY:  The Depository Trust
                                                 Company or its successors
REGISTRATION STATEMENT NUMBER:

____________
PRICING SUPPLEMENTAL NUMBER:
____________
OTHER PROVISIONS:





               Morgan Stanley Group, Inc., a Delaware corporation (together
with its successors and assigns, the "Issuer"), for value received, hereby
promises to pay to Cede & Co., a nominee of The Depository Trust Company, or
registered assigns, the Repayment Amount as determined by the Calculation
Agent in U.S. dollars, as set forth above and as defined on the reverse
hereof, on the Maturity Date specified above.

               REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE
SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

               Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature,
this Note shall not be entitled to any benefit under the Senior Indenture, as
defined on the reverse hereof, or be valid or obligatory for any purpose.

               IN WITNESS WHEREOF, the Issuer has caused this Note to be duly
executed under its corporate seal.

DATED:                                       MORGAN STANLEY GROUP INC.


                                             By:
                                                Name:
                                                Title:


TRUSTEE'S CERTIFICATE
OF AUTHENTICATION


This is one of the Notes
referred to in the within-
mentioned Senior Indenture.

CHEMICAL BANK, as Trustee


By
           Authorized Officer

                              REVERSE OF SECURITY

                           MORGAN STANLEY GROUP INC.
                   SENIOR GLOBAL MEDIUM-TERM NOTE, SERIES C
                      EQUITY LINKED NOTE DUE


               1.    General.  This Note is one of a duly authorized issue of
Senior Global Medium-Term Notes, Series C, having maturities more than nine
months from the date of issue (the "Notes") of the Issuer.  The Notes are
issuable under a Senior Indenture, dated as of April 15, 1989, as supplemented
by a First Supplemental Indenture dated as of May 15, 1991, (as so
supplemented, the "Senior Indenture"), between the Issuer and Chemical Bank,
as Trustee (the "Trustee," which term includes any successor trustee under the
Senior Indenture), to which Senior Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities of the Issuer, the Trustee and
Holders of the Notes and the terms upon which the Notes are, and are to be,
authenticated and delivered.

               Payment of the principal of this Note and the interest due, if
any, at the Maturity Date will be made in immediately available funds upon
surrender of this Note at the office or agency of the Paying Agent, as defined
below, maintained for that purpose in the Borough of Manhattan, The City of
New York, or at such other paying agency as the Issuer may determine.

               The Issuer has appointed Chemical Bank at its corporate trust
office in The City of New York as the paying agent (the "Paying Agent," which
term includes any additional or successor Paying Agent appointed by the
Issuer) with respect to the Notes.

               The Issuer has appointed Morgan Stanley & Co. Incorporated as
the Calculation Agent (the "Calculation Agent," which term includes any
additional or successor Calculation Agent appointed by the Issuer) with
respect to the Notes.  The terms of individual Notes may vary with respect to
interest rates, interest rate formulas, issue dates, maturity dates, or
otherwise, all as provided in the Senior Indenture.  To the extent not
inconsistent herewith, the terms of the Senior Indenture are hereby
incorporated by reference herein.

               2.    Repayment Amount.  The Holder of this Note will be
entitled to receive an amount (the "Repayment Amount") at the Maturity Date
equal to the Principal Amount plus interest, if any (the "Interest Payment),
calculated in accordance with the following sentence.  The Interest Payment
will be equal to the greater of (i) zero and (ii)

         Principal  x  Leverage Factor  x (Final Value - Initial Value)
                                           ---------------------------
           Amount         (if any)                  Initial Value

where Initial Value and Leverage Factor are specified on the face hereof and
Final Value is the closing value of the Standard & Poor's 500 Composite Stock
Price Index ("S&P 500 Index") (such value as calculated by Standard & Poor's
("S&P") and published in the Wall Street Journal) at the market close on the
Determination Date specified on the face hereof.  If the Final Value is equal
to or less than the Initial Value, a Holder of this Note will be repaid 100% of
the Principal Amount of this Note, but the Holder will not receive any
Interest Payment.

         "Business Day," for purposes of this Note, is a day on which the New
York Stock Exchange, Inc. (the "New York Stock Exchange") is open for trading.

         If any payment under this Note is to be made on a day on which
commercial banks in The City of New York are authorized or required by law or
regulation to close, the obligation to make such payment will be satisfied if
it is made on the next succeeding day on which commercial banks in The City of
New York are not authorized or required by law or regulation to close, and no
interest will accrue as a result of such delayed payment.

         If S&P discontinues publication of the S&P 500 Index and S&P or
another entity publishes a successor or substitute index that the Calculation
Agent determines, in its sole discretion, to be comparable to the discontinued
S&P 500 Index (such index being referred to hereinafter as a "Successor
Index"), then, upon the Calculation Agent's notification of such determination
to the Trustee and the Issuer, the Interest Payment shall be determined by
reference to the value of such Successor Index at the close of trading on the
New York Stock Exchange, the American Stock Exchange, Inc. (the "Amex") or the
relevant exchange or market for the Successor Index on the Determination Date.

         Notwithstanding the foregoing, if the Calculation Agent determines
that a Market Disruption Event) as hereinafter defined) with respect to the
S&P 500 Index (or a Successor Index) has occurred and is continuing on the
Determination Date, then the Final Value shall be the value of the S&P 500
Index (or the Successor Index) at the close of trading on the New York Stock
Exchange and Amex (or on the relevant exchange or market for any Successor
Index) on the next preceding Business Day on which there was no Market
Disruption Event.

         "Market Disruption Event" in respect of the S&P 500 Index (or
Successor Index) means either of the following events:

               (i)   the suspension or material limitation of trading in 100
         or more of the securities included in the S&P 500 Index (or Successor
         Index), or

               (ii)  the imposition of material adverse limitations on the
         prices of 100 or more of the securities included in the S&P 500 Index
         (or Successor Index),

in either case, on the exchange on which or in the market in which such
securities are primarily traded, provided, that a limitation on the hours in a
trading day and/or number of days of trading will not constitute a Market
Disruption Event if it results from an announced change in the regular
business hours of the relevant exchange or market.

         All determinations made by the Calculation Agent and the Issuer shall
be at the sole discretion of the respective parties and shall, in the absence
of manifest error, be conclusive for all purposes and binding on the Issuer,
beneficial owners and Holders of this Note.

         If the publication of the S&P 500 Index is discontinued and S&P or
another entity does not publish a Successor Index on the Determination Date,
the amount of the Interest Payment, if any, due on the Maturity Date will be
computed by the Calculation Agent which will determine a Final Value by
reference to the following formula:

               (1)  determining the component stocks of the S&P 500 Index or
         any Successor Index (the "Component Stocks") as of the last date on
         which either of such indices was calculated by S&P or another entity
         and quoted on any quotation system (each such Component Stock a "Last
         Component Stock");

               (2)  for each Last Component Stock, calculating as of the
         relevant Business Day, the product of the market price per share and
         the number of the then outstanding shares (such product referred to
         as the "Market Value" of such stock), by reference to (a) the closing
         market price per share of such Last Component Stock as quoted by the
         New York Stock Exchange or the Amex or any other nationally
         recognized stock exchange, or if no such quotation is available, then
         the National Association of Securities Dealers Automated Quotation
         National Market System ("NASDAQ") together with the NASDAQ, the
         "Exchanges") and (b) the most recent publicly available statement of
         the number of outstanding shares of such Last Component Stock;

               (3)  aggregating the Market Values obtained in clause (2) for
         all Last Component Stocks;

               (4)  determining the Base Value (as defined in the Company's
         Pricing Supplement referred to on the face hereof to the Registration
         Statement referred to on the face hereof (the "Pricing Supplement")
         under "Standard & Poor's 500 Composite Stock Price Index --
         Computation of the S&P 500 Index") as of the last day on which either
         the S&P 500 Index or any Successor Index was published by S&P or
         another entity, as adjusted thereafter as described below;

               (5)  dividing the aggregate Market Value of all Last Component
         Stocks by the Base Value (adjusted as aforesaid); and

               (6)  multiplying the resulting quotient (expressed in decimals)
         by ten.

               If any Last Component Stock is no longer publicly traded on any
nationally recognized stock exchange, major regional stock exchange or in the
over-the-counter market, the last available market price per share for such
Last Component Stock as quoted by any exchange, and the number of outstanding
shares thereof at such time, will be used in computing the last available
Market Value of such Last Component Stock.

               If a company that has issued a Last Component Stock and another
company that has issued a Last Component Stock are consolidated to form a new
company, the common stock of such new company will be considered a Last
Component Stock and the common stocks of the constituent companies will no
longer be considered Last Component Stocks.  If any company that has issued a
Last Component Stock merges with, or acquires, a company that has not issued a
Last Component Stock, the common stock of the surviving corporation will, upon
the effectiveness of such merger or acquisition, be considered a Last
Component Stock.  However, in each case, the Base Value will be adjusted in
accordance with the formula set forth in the Pricing Supplement in the last
paragraph under "Standard & Poor's 500 Composite Stock Price Index --
Computation of the S&P 500 Index."  As a result of this adjustment, the Base
Value immediately after such consolidation, merger or acquisition will equal
(a) the Base Value immediately prior to such event, multiplied by (b) the
quotient of the aggregate Market Value of all Last Component Stocks
immediately after such event, dividend by the aggregate Market Value for all
Last Component Stocks immediately prior to such event.

         If a company that has issued a Last Component Stock issues a stock
dividend, declares a stock split or issues new shares pursuant to the
acquisition of another company, then, in each case, the Base Value will be
adjusted (in accordance with the formula described below) so that, immediately
after the time the particular Last Component Stock commences trading
ex-dividend, the time the stock split becomes effective or the time new shares
of such Last Component Stock commence trading, the Base Value equals (a) the
Base Value immediately prior to such event, multiplied by (b) the quotient of
the aggregate Market Value for all Last Component Stocks immediately after
such event, dividend by the aggregate Market Value of all Last Component Stocks
immediately prior to such event.  The Base Value may not be adjusted by the
Calculation Agent in all cases in which S&P, in its discretion, would have
adjusted the Base Value.

               If at any time the method of calculating the S&P 500 Index or a
Successor Index, or the value thereof, is changed in a material respect, or if
the S&P 500 Index or a Successor Index is in any other way modified so that
such index does not, in the opinion of the Calculation Agent, fairly represent
the value of the S&P 500 Index or such Successor Index had such changes or
modifications not been made, then, from and after such time, the Calculation
Agent shall, at the close of business in New York City on each date the
closing value with respect to the Final Value is to be calculated, make such
calculations and adjustments as, in the good faith judgment of the Calculation
Agent, may be necessary in order to arrive at a value of a stock index
comparable to the S&P 500 Index or such Successor Index, as the case may be,
as if such changes or modifications had not been made, and calculate the
Interest Payment with reference to the S&P 500 Index or such Successor Index,
as adjusted.  Accordingly, if the method of calculating the S&P 500 Index or a
Successor Index is modified so that the value of such Index is a fraction of
what it would have been if it had not been modified (e.g., due to a split in
the index), then the Calculation Agent shall adjust such index in order to
arrive at a value of the S&P 500 Index or such Successor Index as if it had
not been modified (e.g., as if such split had not occurred).

               Upon any selection by the Calculation Agent of a Successor
Index, the Calculation Agent shall cause written notice thereof to be
furnished to the registered Holder of this Note within three Business Days of
such selection.  If S&P discontinues publication of the S&P 500 Index prior to
the Determination Date and the Calculation Agent determines that no Successor
Index is available at such time, then on each Business Day until the earlier
to occur of (i) the Determination Date and (ii) a determination by the
Calculation Agent that a Successor Index is available, the Calculation Agent
shall determine the value that would be used in computing the Interest Payment
as if such day were the Determination Date.  The Calculation Agent shall cause
notice of each such value to be provided to the registered Holder of this Note
on each succeeding  Business Day until and including the Determination Date
(unless a Successor Index is prior thereto determined to be available).
Notwithstanding these alternative arrangements, discontinuance of the
publication of the S&P 500 Index may adversely affect the value of this Note.

               3.  Acceleration upon Event of Default.  In case an Event of
Default with respect to this Note shall have occurred and be continuing, the
amount declared due and payable upon any acceleration of this Note will be
determined by the Calculation Agent and will be equal to the sum of (i) the
"issue price" of the "noncontingent debt instrument" plus "original issue
discount" accrued to the date of acceleration and (ii) the "exercise price" of
the "property right" determined as though the Determination Date were the date
of acceleration.  For these purposes, "issue price," "noncontingent debt
instrument," "original issue discount," "exercise price" and "property right"
have the meanings and values assigned to them under "Certain Federal Income
Tax Considerations" in the Pricing Supplement and apply to any and all Holders
of the Note including Holders who are not United States Holders as defined in
the Pricing Supplement.

               4.  Other Provisions.  This Note will not be subject to any
sinking fund and will not be redeemable or subject to repayment at the option
of the Holder or the Issuer prior to the Maturity Date.

               This Note and all the obligations of the Issuer hereunder are
direct, unsecured obligations of the Issuer and rank without preference or
priority among themselves and pari passu with all other existing and future
unsecured and unsubordinated indebtedness of the Issuer, subject to certain
statutory exceptions in the event of liquidation upon insolvency.

               This Note, and any Note or Notes issued upon transfer or
exchange hereof, is issuable only in fully registered form, without coupons,
and is issuable only in denominations of U.S. $1,000 and any integral multiple
of U.S. $1,000 in excess thereof.

               The Trustee has been appointed registrar for the Notes, and the
Trustee will maintain at its office in The City of New York a register for the
registration and transfer of Notes.  This Note may be transferred at the
aforesaid office of the Trustee by surrendering this Note for cancellation,
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and duly executed by the registered Holder hereof in person or by the
Holder's attorney duly authorized in writing, and thereupon the Trustee shall
issue in the name of the transferee or transferees, in exchange herefor, a new
Note or Notes having identical terms and provisions and having a like aggregate
principal amount in authorized denominations, subject to the terms and
conditions set forth herein.  Notes are exchangeable at said office for other
Notes of other authorized denominations of equal aggregate principal amount
having identical terms and provisions.  All such exchanges and transfers of
Notes will be free of charge, but the Issuer may require payment of a sum
sufficient to cover any tax or other governmental charge in connection
therewith.  All Notes surrendered for exchange shall be accompanied by a
written instrument of transfer in form satisfactory to the Trustee and
executed by the registered Holder in person or by the Holder's attorney duly
authorized in writing.  The date of registration of any Note delivered upon
any exchange or transfer of Notes shall be such that no gain or loss of
interest results from such exchange or transfer.

               In case any Note shall at any time become mutilated, defaced or
be destroyed, lost or stolen and such Note or evidence of the loss, theft or
destruction thereof (together with the indemnity hereinafter referred to and
such other documents or proof as may be required in the premises) shall be
delivered to the Trustee, a new Note of like tenor will be issued by the
Issuer in exchange for the Note so mutilated or defaced, or in  lieu of the
Note so destroyed or lost or stolen, but, in the case of any destroyed or lost
or stolen Note, only upon receipt of evidence satisfactory to the Trustee and
the Issuer that such Note was destroyed or lost or stolen and, if required,
upon receipt also of indemnity satisfactory to each of them.  All expenses and
reasonable charges associated with procuring such indemnity and with the
preparation, authentication and delivery of a new Note shall be borne by the
owner of the Note mutilated, defaced, destroyed, lost or stolen.

               The Senior Indenture provides that, (a) if an Event of Default
(as defined in the Senior Indenture) due to the default in payment of
principal of, premium, if any, or interest on, any series of debt securities
issued under the Senior Indenture, including the series of Senior Medium-Term
Notes of which this Note forms a part, or due to the default in the
performance or breach of any other covenant or warranty of the Issuer
applicable to the debt securities of such series but not applicable to all
outstanding debt securities issued under the Senior Indenture shall have
occurred and be continuing, either the Trustee or the holders of not less than
25% in principal amount of the debt securities of each affected series (voting
as a single class) may then declare the principal of all debt securities of
all such series and interest accrued thereon to be due and payable immediately
and (b) if an Event of Default due to a default in the performance of any
other of the covenants or agreements in the Senior Indenture applicable to all
outstanding debt securities issued thereunder, including this Note, or due to
certain events of bankruptcy, insolvency and reorganization of the Issuer,
shall have occurred and be continuing, either the Trustee or the holders of
not less than 25% in principal amount of all debt securities issued under the
Senior Indenture then outstanding (treated as one class) may declare the
principal of all such debt securities and interest accrued thereon to be due
and payable immediately, but upon certain conditions such declarations may be
annulled and past defaults may be waived (except a continuing default in
payment of principal (or premium, if any) or interest on such debt securities)
by the holders of a majority in principal amount of the debt securities of all
affected series then outstanding.

               The Senior Indenture permits the Issuer and the Trustee, with
the consent of the holders of not less than a majority in aggregate principal
amount of the debt securities of all series issued under the Senior Indenture
then outstanding and affected (voting as one class), to execute supplemental
indentures adding any provisions to or changing in any matter the rights of
the holders of each series so affected; provided that the Issuer and the
Trustee may not, without the consent of the holder of each outstanding debt
security affected thereby, (a) extend the final maturity of any such debt
security, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon, or reduce any amount payable on
redemption or repayment thereof, or change the currency of payment thereof, or
impair or affect the rights of any holder to institute suit for the payment
thereof without the written consent of the holder of each debt security so
affected; or (b) reduce the aforesaid percentage in principal amount of debt
securities the consent of the holders of which is required for any such
supplemental indenture, without the consent of the holders of each debt
security so affected.

               So long as this Note shall be outstanding, the Issuer will
cause to be maintained an office or agency for the payment of the principal of
and premium, if any, and interest on this Note as herein provided in the
Borough of Manhattan, The City of New York, and an office or agency in said
Borough of Manhattan for the registration, transfer and exchange as aforesaid
of the Notes.  The Issuer may designate other agencies for the payment of said
principal, premium and interest at such place or places  (subject to
applicable laws and regulations) as the Issuer may decide.  So long as there
shall be such an agency, the Issuer shall keep the Trustee advised of the
names and locations of such agencies, if any are so designated.

               With respect to moneys paid by the Issuer and held by the
Trustee or any Paying Agent for payment of the principal of or interest or
premium, if any, on any Notes that remain unclaimed at the end of two years
after such principal, interest or premium shall have become due and payable
(whether at maturity or upon call for redemption or otherwise), (i) the
Trustee or such Paying Agent shall notify the Holders of such Notes that such
moneys shall be repaid to the Issuer and any person claiming such moneys shall
thereafter look only to the Issuer for payment thereof and (ii) such moneys
shall be so repaid to the Issuer.  Upon such repayment all liability of the
Trustee or such Paying Agent with respect to such moneys shall thereupon cease,
without, however, limiting in any way any obligation that the Issuer may have
to pay the principal of or interest or premium, if any, of this Note as the
same shall become due.

               No provision of this Note or of the Senior Indenture shall
alter or impair the obligation of the Issuer, which is absolute and
unconditional, to pay the principal and interest, if any, on this Note at the
time, place, and rate, and in the coin or currency, herein prescribed unless
otherwise agreed between the Issuer and the registered Holder of this Note.

               Prior to due presentment of this Note for registration of
transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee
may treat the Holder in whose name this Note is registered as the owner hereof
for all purposes whether or not this Note be overdue, and none of the Issuer,
the Trustee or any such agent shall be affected by notice to the contrary.

               No recourse shall be had for the payment of the principal or
the interest, if any, on this Note, for any claim based hereon, or otherwise
in respect hereof, or based on or in respect of the Senior Indenture or any
indenture supplemental thereto, against any incorporator, shareholder, officer
or director, as such, past, present or future, of the Issuer or of any
successor corporation, either directly or through the Issuer or any successor
corporation, whether by virtue of any constitution, statute or rule of law or
by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.

               This Note shall for all purposes be governed by, and construed
in accordance with, the laws of the State of New York.

               All terms used in this Note which are defined in the Senior
Indenture and not otherwise defined herein shall have the meanings assigned to
them in the Senior Indenture.


                                 ABBREVIATIONS


               The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written
out in full according to applicable laws or regulations.

               TEN COM - as tenants in common
               TEN ENT - as tenants by the entireties
               JT TEN - as joint tenants with rights of
                     survivorship and not as tenants in common

               UNIF GIFT MIN ACT -         Custodian
                                        (Cust)              (Minor)

               Under Uniform Gifts to Minors Act
                                                          (State)

               Additional abbreviations may also be used though not in the
above list.




               FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto


[PLEASE INSERT SOCIAL SECURITY OR OTHER
         IDENTIFYING NUMBER OF ASSIGNEE]


                                           :

                                           :


[PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING ZIP CODE,
         OF ASSIGNEE]


the within Note and all rights thereunder, hereby irrevocably constituting and
appointing such person attorney to transfer such note on the books of the
Issuer, with full power of substitution in the premises.
Dated:

NOTICE:        The signature to this assignment must correspond with the name
               as written upon the face of the within Note in every particular
               without alteration or enlargement or any change whatsoever.

EX-4.P

                                                                 EXHIBIT 4-p


                                                       S&P INDEXED (BEAR) NOTE

CUSIP NO. _____________                                           EXHIBIT C-16


                           MORGAN STANLEY GROUP INC.
                   SENIOR GLOBAL MEDIUM-TERM NOTE, SERIES C


REGISTERED                                                          REGISTERED
No. _______________                                                 $ _______



               Unless this certificate is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York, New
York) to the issuer or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of Cede & Co. or
such other name as requested by an authorized representative of The Depository
Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since
the registered owner hereof, Cede & Co., has an interest herein.

               IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "ORIGINAL YIELD TO
MATURITY" AND "INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE APPROXIMATE
METHOD) SET FORTH BELOW HAVE BEEN COMPLETED SOLELY FOR THE PURPOSES OF
APPLYING THE FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.


TITLE:  EQUITY LINKED NOTE DUE           PRINCIPAL AMOUNT: $____________
_____________
                                         ISSUE PRICE:  100%
TRADE DATE:  _________________
                                         INITIAL VALUE:   ______________
ORIGINAL ISSUE DATE: _________
                                         LEVERAGE FACTOR: ______________
SETTLEMENT DATE: _____________
                                         AMOUNT REPAYABLE AT MATURITY:
MATURITY DATE: _______________           Principal Amount plus interest
                                         equal to the greater of
                                        (i) zero and (ii)

DETERMINATION DATE:__________ or the
next preceding Business Day if such      Principal x Leverage x
date is not a Business Day.              (Initial Value - Final Value)
                                          ---------------------------
                                         Amount Factor (if any) Initial Value

TOTAL AMOUNT OF OID:  $__________        where Final Value is the closing
                                         value of the S&P 500 Index
                                         (such value as calculated by

ORIGINAL YIELD TO MATURITY:  ___%        Standard & Poor's and published
                                         in the Wall Street Journal) at
                                         the market close on the
                                         Determination Date.

INITIAL ACCRUAL PERIOD OID: _______      CALCULATION AGENT: Morgan Stanley &
                                         Co. Incorporated

REGISTRATION STATEMENT NUMBER:           DEPOSITORY:  The Depository Trust
____________                             Company or its successors.

PRICING SUPPLEMENT NUMBER:_______

OTHER PROVISIONS:

               Morgan Stanley Group, Inc., a Delaware corporation (together
with its successors and assigns, the "Issuer"), for value received, hereby
promises to pay to Cede & Co., a nominee of The Depository Trust Company, or
registered assigns, the Repayment Amount as determined by the Calculation
Agent in U.S. Dollars, as set forth above and as defined on the reverse
hereof, on the Maturity Date specified above.

               REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE
SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

               Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature,
this Note shall not be entitled to any benefit under the Senior Indenture, as
defined on the reverse hereof, or be valid or obligatory for any purpose.

               IN WITNESS WHEREOF, the Issuer has caused this Note to be duly
executed under its corporate seal.

DATED:                                       MORGAN STANLEY GROUP INC.


                                             By: _________________________
                                                  Name:
                                                  Title:

TRUSTEE'S CERTIFICATE
OF AUTHENTICATION

This is one of the Notes
referred to in the within-
mentioned Senior Indenture.

CHEMICAL BANK, as Trustee


By _____________________________
        Authorized Officer

                              REVERSE OF SECURITY

                           MORGAN STANLEY GROUP INC.
                   SENIOR GLOBAL MEDIUM-TERM NOTE, SERIES C
                      EQUITY LINKED NOTE DUE


               1.    General.  This Note is one of a duly authorized issue of
Senior Global Medium-Term Notes, Series C, having maturities more than nine
months from the date of issue (the "Notes") of the Issuer.  The Notes are
issuable under a Senior Indenture, dated as of April 15, 1989, as supplemented
by a First Supplemental Indenture dated as of May 15, 1991, (as so
supplemented, the "Senior Indenture"), between the Issuer and Chemical Bank,
as Trustee (the "Trustee," which term includes any successor trustee under the
Senior Indenture), to which Senior Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities of the Issuer, the Trustee and
Holders of the Notes and the terms upon which the Notes are, and are to be,
authenticated and delivered.

               Payment of the principal of this Note and the interest due, if
any, at the Maturity Date will be made in immediately available funds upon
surrender of this Note at the office or agency of the Paying Agent, as defined
below, maintained for that purpose in the Borough of Manhattan, The City of
New York, or at such other paying agency as the Issuer may determine.

               The Issuer has appointed Chemical Bank at its corporate trust
office in The City of New York as the paying agent (the "Paying Agent," which
term includes any additional or successor Paying Agent appointed by the
Issuer) with respect to the Notes.

               The Issuer has appointed Morgan Stanley & Co. Incorporated as
the Calculation Agent (the "Calculation Agent," which term includes any
additional or successor Calculation Agent appointed by the Issuer) with
respect to the Notes.  The terms of individual Notes may vary with respect to
interest rates, interest rate formulas, issue dates, maturity dates, or
otherwise, all as provided in the Senior Indenture.  To the extent not
inconsistent herewith, the terms of the Senior Indenture are hereby
incorporated by reference herein.

               2.    Repayment Amount.  The Holder of this Note will be
entitled to receive an amount (the "Repayment Amount") at the Maturity Date
equal to the Principal Amount plus interest, if any (the "Interest Payment),
calculated in accordance with the following sentence.  The Interest Payment
will be equal to the greater of (i) zero and (ii)

         Principal  x  Leverage Factor  x (Initial Value - Final Value)
                                          ______________________________
          Amount          (if any)                Initial Value

where Initial Value and Leverage Factor are specified on the face hereof and
Final Value is the closing value of the Standard & Poor's 500 Composite Stock
Price Index ("S&P 500 Index") (such value as calculated by Standard & Poor's
("S&P") and published in the Wall Street Journal) at the market close on the
Determination Date specified on the face hereof.  If the Final Value is equal
to or greater than the Initial Value, a Holder of this Note will be repaid
100% of the Principal Amount of this Note, but the Holder will not receive any
Interest Payment.

               "Business Day," for purposes of this Note, is a day on which
the New York Stock Exchange, Inc. (the "New York Stock Exchange") is open for
trading.

               If any payment under this Note is to be made on a day on which
commercial banks in The City of New York are authorized or required by law or
regulation to close, the obligation to make such payment will be satisfied if
it is made on the next succeeding day on which commercial banks in The City of
New York are not authorized or required by law or regulation to close, and no
interest will accrue as a result of such delayed payment.

               If S&P discontinues publication of the S&P 500 Index and S&P or
another entity publishes a successor or substitute index that the Calculation
Agent determines, in its sole discretion, to be comparable to the discontinued
S&P 500 Index (such index being referred to hereinafter as a "Successor
Index"), then, upon the Calculation Agent's notification of such determination
to the Trustee and the Issuer, the Interest Payment shall be determined by
reference to the value of such Successor Index at the close of trading on the
New York Stock Exchange, the American Stock Exchange, Inc. (the "Amex") or the
relevant exchange or market for the Successor Index on the Determination Date.

               Notwithstanding the foregoing, if the Calculation Agent
determines That a Market Disruption Event) as hereinafter defined) with
respect to the S&P 500 Index (or a Successor Index) has occurred and is
continuing on the Determination Date, then the Final Value shall be the value
of the S&P 500 Index (or the Successor Index) at the close of trading on the
New York Stock Exchange and Amex (or on the relevant exchange or market for
any Successor Index) on the next preceding Business Day on which there was no
Market Disruption Event.

               "Market Disruption Event" in respect of the S&P 500 Index (or
Successor Index) means either of the following events:

               (i)   the suspension or material limitation of trading in 100
         or more of the securities included in the S&P 500 Index (or Successor
         Index), or

               (ii)  the imposition of material adverse limitations on the
         prices of 100 or more of the securities included in the S&P 500 Index
         (or Successor Index),

in either case, on the exchange on which or in the market in which such
securities are primarily traded, provided, that a limitation on the hours in a
trading day and/or number or days of trading will not constitute a Market
Disruption Event if it results from an announced change in the regular
business hours of the relevant exchange or market.

               All determinations made by the Calculation Agent and the Issuer
shall be at the sole discretion of the respective parties and shall, in the
absence of manifest error, be conclusive for all purposes and binding on the
Issuer, beneficial owners and Holders of this Note.

               If the publication of the S&P 500 Index is discontinued and S&P
or another entity does not publish a Successor Index on the Determination
Date, the amount of the Interest Payment, if any, due on the Maturity Date
will be computed by the Calculation Agent which will determine a Final Value
by reference to the following formula:

               (1)  determining the component stocks of the S&P 500 Index or
         any Successor Index (the "Component Stocks") as of the last date on
         which either of such indices was calculated by S&P or another entity
         and quoted on any quotation system (each such Component Stock a "Last
         Component Stock");

               (2)  for each Last Component Stock, calculating as of the
         relevant Business Day, the product of the market price per share and
         the number of the then outstanding shares (such product referred to
         as the "Market Value" of such Stock), by reference to (a) the closing
         market price per share of such Last Component Stock as quoted by the
         New York Stock Exchange or the Amex or any other nationally
         recognized stock exchange, or if no such quotation is available, then
         the National Association of Securities Dealers Automated Quotation
         National Market System ("NASDAQ") (together with the NASDAQ, the
         "Exchanges") and (b) the most recent publicly available statement of
         the number of outstanding shares of such Last Component Stock;

               (3)  aggregating the Market Values obtained in clause (2) for
         all Last Component Stocks;

               (4)  determining the Base Value (as defined in the Company's
         Pricing Supplement referred to on the face hereof to the Registration
         Statement referred to on the face hereof (the "Pricing Supplement")
         under "Standard & Poor's 500 Composite Stock Price Index --
         Computation of the S&P 500 Index") as of the last day on which either
         the S&P 500 Index or any Successor Index was published by S&P or
         another entity, as adjusted thereafter as described below;

               (5)  dividing the aggregate Market Value of all Last Component
         Stocks by the Base Value (adjusted as aforesaid); and

               (6)  multiplying the resulting quotient (expressed in decimals)
         by ten.

               If any Last Component Stock is no longer publicly traded on any
nationally recognized stock exchange, major regional stock exchange or in the
over-the-counter market, the last available market price per share for such
Last Component Stock as quoted by any exchange, and the number of outstanding
shares thereof at such time, will be used in computing the last available
Market Value of such Last Component Stock.

               If a company that has issued a Last Component Stock and another
company that has issued a Last Component Stock are consolidated to form a new
company, the common stock of such new company will be considered a Last
Component Stock and the common stocks of the constituent companies will no
longer be considered Last Component Stocks.  If any company that has issued a
Last Component Stock merges with, or acquires, a company that has not issued a
Last Component Stock, the common stock of the surviving corporation will, upon
the effectiveness of such merger or acquisition, be considered a Last
Component Stock.  However, in each case, the Base Value will be adjusted in
accordance with the formula set forth in the Pricing Supplement in the last
paragraph under "Standard & Poor's 500 Composite Stock Price Index --
Computation of the S&P 500 Index."  As a result of this adjustment, the Base
Value immediately after such consolidation, merger or acquisition will equal
(a) the Base Value immediately prior to such event, multiplied by (b) the
quotient of the aggregate Market Value of all Last Component Stocks
immediately after such event, divided by the aggregate Market Value for all
Last Component Stocks immediately prior to such event.

               If a company that has issued a Last Component Stock issues a
stock dividend, declares a stock split or issues new shares pursuant to the
acquisition of another company, then, in each case, the Base Value will be
adjusted (in accordance with the formula described below) so that, immediately
after the time the particular Last Component Stock commences trading
ex-dividend, the time the stock split becomes effective or the time new shares
of such Last Component Stock commence trading, the Base Value equals (a) the
Base Value immediately prior to such event, multiplied by (b) the quotient of
the aggregate Market Value for all Last Component Stocks immediately after
such event, divided by the aggregate Market Value of all Last Component Stocks
immediately prior to such event.  The Base Value may not be adjusted by the
Calculation Agent in all cases in which S&P, in its discretion, would have
adjusted the Base Value.

               If at any time the method of calculating the S&P 500 Index or a
Successor Index, or the value thereof, is changed in a material respect, or if
the S&P 500 Index or a Successor Index is in any other way modified so that
such index does not, in the opinion of the Calculation Agent, fairly represent
the value of the S&P 500 Index or such Successor Index had such changes or
modifications not been made, then, from and after such time, the Calculation
Agent shall, at the close of business in New York City on each date the
closing value with respect to the Final Value is to be calculated, make such
calculations and adjustments as, in the good faith judgment of the Calculation
Agent, may be necessary in order to arrive at a value of a stock index
comparable to the S&P 500 Index or such Successor Index, as the case may be,
as if such changes or modifications had not been made, and calculate the
Interest Payment with reference to the S&P 500 Index or such Successor Index,
as adjusted.  Accordingly, if the method of calculating the S&P 500 Index or a
Successor Index is modified so that the value of such Index is a fraction of
what it would have been if it had not been modified (e.g., due to a split in
the index), then the Calculation Agent shall adjust such index in order to
arrive at a value of the S&P 500 Index or such Successor Index as if it had
not been modified (e.g., as if such split had not occurred).

               Upon any selection by the Calculation Agent of a Successor
Index, the Calculation Agent shall cause written notice thereof to be
furnished to the registered Holder of this Note within three Business Days of
such selection.  If S&P discontinues publication of the S&P 500 Index prior to
the Determination Date and the Calculation Agent determines that no Successor
Index is available at such time, then on each Business Day until the earlier
to occur of (i) the Determination Date and (ii) a determination by the
Calculation Agent that a Successor Index is available, the Calculation Agent
shall determine the value that would be used in computing the Interest Payment
as if such day were the Determination Date.  The Calculation Agent shall cause
notice of each such value to be provided to the registered Holder of this Note
on each succeeding  Business Day until and including the Determination Date
(unless a Successor Index is prior thereto determined to be available).
Notwithstanding these alternative arrangements, discontinuance of the
publication of the S&P 500 Index may adversely affect the value of this Note.

               3.  Acceleration upon Event of Default.  In case an Event of
Default with respect to this Note shall have occurred and be continuing, the
amount declared due and payable upon any acceleration of this Note will be
determined by the Calculation Agent and will be equal to the sum of (i) the
"issue price" of the "noncontingent debt instrument" plus "original issue
discount" accrued to the date of acceleration and (ii) the "exercise price" of
the "property right" determined as though the Determination Date were the date
of acceleration.  For these purposes, "issue price," "noncontingent debt
instrument," "original issue discount," "exercise price" and "property right"
have the meanings and values assigned to them under "Certain Federal Income
Tax Considerations" in the Pricing Supplement and apply to any and all Holders
of the Note including Holders who are not United States Holders as defined in
the Pricing Supplement.

               4.  Other Provisions.  This Note will not be subject to any
sinking fund and will not be redeemable or subject to repayment at the option
of the Holder or the Issuer prior to the Maturity Date.

               This Note and all the obligations of the Issuer hereunder are
direct, unsecured obligations of the Issuer and rank without preference or
priority among themselves and pari passu with all other existing and future
unsecured and unsubordinated indebtedness of the Issuer, subject to certain
statutory exceptions in the event of liquidation upon insolvency.

               This Note, and any Note or Notes issued upon transfer or
exchange hereof, is issuable only in fully registered form, without coupons,
and is issuable only in denominations of U.S. $1,000 and any integral multiple
of U.S. $1,000 in excess thereof.

               The Trustee has been appointed registrar for the Notes, and the
Trustee will maintain at its office in The City of New York a register for the
registration and transfer of Notes.  This Note may be transferred at the
aforesaid office of the Trustee by surrendering this Note for cancellation,
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and duly executed by the registered Holder hereof in person or by the
Holder's attorney duly authorized in writing, and thereupon the Trustee shall
issue in the name of the transferee or transferees, in exchange herefor, a new
Note or Notes having identical terms and provisions and having a like aggregate
principal amount in authorized denominations, subject to the terms and
conditions set forth herein.  Notes are exchangeable at said office for other
Notes of other authorized denominations of equal aggregate principal amount
having identical terms and provisions.  All such exchanges and transfers of
Notes will be free of charge, but the Issuer may require payment of a sum
sufficient to cover any tax or other governmental charge in connection
therewith.  All Notes surrendered for exchange shall be accompanied by a
written instrument of transfer in form satisfactory to the Trustee and
executed by the registered Holder in person or by the Holder's attorney duly
authorized in writing.  The date of registration of any Note delivered upon
any exchange or transfer of Notes shall be such that no gain or loss of
interest results from such exchange or transfer.

               In case any Note shall at any time become mutilated, defaced or
be destroyed, lost or stolen and such Note or evidence of the loss, theft or
destruction thereof (together with the indemnity hereinafter referred to and
such other documents or proof as may be required in the premises) shall be
delivered to the Trustee, a new Note of like tenor will be issued by the
Issuer in exchange for the Note so mutilated or defaced, or in  lieu of the
Note so destroyed or lost or stolen, but, in the case of any destroyed or lost
or stolen Note, only upon receipt of evidence satisfactory to the Trustee and
the Issuer that such Note was destroyed or lost or stolen and, if required,
upon receipt also of indemnity satisfactory to each of them.  All expenses and
reasonable charges associated with procuring such indemnity and with the
preparation, authentication and delivery of a new Note shall be borne by the
owner of the Note mutilated, defaced, destroyed, lost or stolen.

               The Senior Indenture provides that, (a) if an Event of Default
(as defined in the Senior Indenture) due to the default in payment of
principal of, premium, if any, or interest on, any series of debt securities
issued under the Senior Indenture, including the series of Senior Medium-Term
Notes of which this Note forms a part, or due to the default in the
performance or breach of any other covenant or warranty of the Issuer
applicable to the debt securities of such series but not applicable to all
outstanding debt securities issued under the Senior Indenture shall have
occurred and be continuing, either the Trustee or the holders of not less than
25% in principal amount of the debt securities of each affected series (voting
as a single class) may then declare the principal of all debt securities of
all such series and interest accrued thereon to be due and payable immediately
and (b) if an Event of Default due to a default in the performance of any
other of the covenants or agreements in the Senior Indenture applicable to all
outstanding debt securities issued thereunder, including this Note, or due to
certain events of bankruptcy, insolvency and reorganization of the Issuer,
shall have occurred and be continuing, either the Trustee or the holders of
not less than 25% in principal amount of all debt securities issued under the
Senior Indenture then outstanding (treated as one class) may declare the
principal of all such debt securities and interest accrued thereon to be due
and payable immediately, but upon certain conditions such declarations may be
annulled and past defaults may be waived (except a continuing default in
payment of principal (or premium, if any) or interest on such debt securities)
by the holders of a majority in principal amount of the debt securities of all
affected series then outstanding.

               The Senior Indenture permits the Issuer and the Trustee, with
the consent of the holders of not less than a majority in aggregate principal
amount of the debt securities of all series issued under the Senior Indenture
then outstanding and affected (voting as one class), to execute supplemental
indentures adding any provisions to or changing in any matter the rights of
the holders of each series so affected; provided that the Issuer and the
Trustee may not, without the consent of the holder of each outstanding debt
security affected thereby, (a) extend the final maturity of any such debt
security, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon, or reduce any amount payable on
redemption or repayment thereof, or change the currency of payment thereof, or
impair or affect the rights of any holder to institute suit for the payment
thereof without the written consent of the holder of each debt security so
affected; or (b) reduce the aforesaid percentage in principal amount of debt
securities the consent of the holders of which is required for any such
supplemental indenture, without the consent of the holders of each debt
security so affected.

               So long as this Note shall be outstanding, the Issuer will
cause to be maintained an office or agency for the payment of the principal of
and premium, if any, and interest on this Note as herein provided in the
Borough of Manhattan, The City of New York, and an office or agency in said
Borough of Manhattan for the registration, transfer and exchange as aforesaid
of the Notes.  The Issuer may designate other agencies for the payment of said
principal, premium and interest at such place or places (subject to applicable
laws and regulations) as the Issuer may decide.  So long as there shall be
such an agency, the Issuer shall keep the Trustee advised of the names and
locations of such agencies, if any are so designated.

               With respect to moneys paid by the Issuer and held by the
Trustee or any Paying Agent for payment of the principal of or interest or
premium, if any, on any Notes that remain unclaimed at the end of two years
after such principal, interest or premium shall have become due and payable
(whether at maturity or upon call for redemption or otherwise), (i) the
Trustee or such Paying Agent shall notify the Holders of such Notes that such
moneys shall be repaid to the Issuer and any person claiming such moneys shall
thereafter look only to the Issuer for payment thereof and (ii) such moneys
shall be so repaid to the Issuer.  Upon such repayment all liability of the
Trustee or such Paying Agent with respect to such moneys shall thereupon
cease, without, however, limiting in any way any obligation that the Issuer
may have to pay the principal of or interest or premium, if any, of this
Note as the same shall become due.

               No provision of this Note or of the Senior Indenture shall
alter or impair the obligation of the Issuer, which is absolute and
unconditional, to pay the principal and interest, if any, on this Note at the
time, place, and rate, and in the coin or currency, herein prescribed unless
otherwise agreed between the Issuer and the registered Holder of this Note.

               Prior to due presentment of this Note for registration of
transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee
may treat the Holder in whose name this Note is registered as the owner hereof
for all purposes whether or not this Note be overdue, and none of the Issuer,
the Trustee or any such agent shall be affected by notice to the contrary.

               No recourse shall be had for the payment of the principal or
the interest, if any, on this Note, for any claim based hereon, or otherwise
in respect hereof, or based on or in respect of the Senior Indenture or any
indenture supplemental thereto, against any incorporator, shareholder, officer
or director, as such, past, present or future, of the Issuer or of any
successor corporation, either directly or through the Issuer or any successor
corporation, whether by virtue of any constitution, statute or rule of law or
by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.

               This Note shall for all purposes be governed by, and construed
in accordance with, the laws of the State of New York.

               All terms used in this Note which are defined in the Senior
Indenture and not otherwise defined herein shall have the meanings assigned to
them in the Senior Indenture.


                                 ABBREVIATIONS


               The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written
out in full according to applicable laws or regulations.

               TEN COM - as tenants in common
               TEN ENT - as tenants by the entireties
               JT TEN - as joint tenants with rights of
                     survivorship and not as tenants in common

               UNIF GIFT MIN ACT -         Custodian
                                   ____________________________________
                                        (Cust)              (Minor)

               Under Uniform Gifts to Minors Act ______________________
                                                          (State)

               Additional abbreviations may also be used though not in the
above list.


                          _______________________


               FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto


[PLEASE INSERT SOCIAL SECURITY OR OTHER
         IDENTIFYING NUMBER OF ASSIGNEE]


__________________________________________:

__________________________________________:


[PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING ZIP CODE,
         OF ASSIGNEE]


the within Note and all rights thereunder, hereby irrevocably constituting and
appointing such person attorney to transfer such note on the books of the
Issuer, with full power of substitution in the premises.
Dated:

NOTICE:  The signature to this assignment must correspond with the name
         as written upon the face of the within Note in every particular
         without alteration or enlargement or any change whatsoever.

EX-4.Q

                                                                 EXHIBIT 4-q




                          [FORM OF FACE OF SECURITY]

                Temporary Global Fixed Rate Senior Bearer Note

BEARER                                             BEARER
No. TGFX                                           [PRINCIPAL AMOUNT]

[COMMERCIAL PAPER ISSUED IN ACCORDANCE WITH REGULATIONS MADE UNDER SECTION 4
OF THE UNITED KINGDOM BANKING ACT 1987.](1)

[MEDIUM TERM NOTE ISSUED IN ACCORDANCE WITH REGULATIONS MADE UNDER SECTION 4
OF THE UNITED KINGDOM BANKING ACT 1987.](2)

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE UNITED STATES INTERNAL REVENUE
CODE.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR AN INTEREST IN A
PERMANENT GLOBAL BEARER NOTE, THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT
AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF
THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY
THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF
SUCH SUCCESSOR DEPOSITARY.

IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "ORIGINAL YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE APPROXIMATE METHOD) SET FORTH
BELOW HAVE BEEN COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL
INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.

THIS NOTE HAS NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES AND
EXCHANGE LAW OF JAPAN.  THIS NOTE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF JAPAN
(WHICH TERM AS USED HEREIN MEANS ANY PERSON RESIDENT IN JAPAN INCLUDING ANY
CORPORATION OR OTHER ENTITY ORGANIZED UNDER THE LAWS OF JAPAN) OR TO OTHERS
FOR THE RE-OFFERING OR RE-SALE, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO A
RESIDENT OF JAPAN EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF, AND OTHERWISE IN COMPLIANCE WITH, THE SECURITIES AND EXCHANGE
LAW OF JAPAN AND OTHER RELEVANT LAWS AND REGULATIONS OF JAPAN.

IF THIS NOTE IS DENOMINATED IN JAPANESE YEN, IT SHALL HAVE A MATURITY OF NOT
LESS THAN ONE YEAR AND IT MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY,
IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT IN JAPAN PRIOR TO THE DATE
WHICH IS 90 DAYS AFTER THE SETTLEMENT DATE WITH RESPECT TO THIS NOTE.  IF (i)
INTEREST PAYMENTS ON THIS NOTE ARE DENOMINATED IN JAPANESE YEN AND PRINCIPAL
PAYMENTS ARE DENOMINATED IN A CURRENCY OR CURRENCY UNIT OTHER THAN JAPANESE
YEN OR (ii) PRINCIPAL PAYMENTS ON THIS NOTE ARE DENOMINATED IN JAPANESE YEN
AND INTEREST PAYMENTS ARE DENOMINATED IN A CURRENCY OR CURRENCY UNIT OTHER
THAN JAPANESE YEN, THIS NOTE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF JAPAN PRIOR
TO THE DATE WHICH IS 180 DAYS AFTER THE SETTLEMENT DATE WITH RESPECT TO THIS
NOTE.
- -----------------
     (1)  Applies only if this Note is denominated in pounds sterling and
matures not more than one year from and including the Original Issue Date.

     (2)  Applies only if this Note is denominated in pounds sterling and
matures more than one year and not more than five years from and including
the Original Issue Date.





                           MORGAN STANLEY GROUP INC.
                 SENIOR GLOBAL MEDIUM-TERM NOTE, SERIES [D/E]
                                 (Fixed Rate)

ORIGINAL        INITIAL REDEMPTION      INTEREST RATE:       MATURITY
ISSUE DATE:     DATE:                                        DATE:

INTEREST        INITIAL REDEMPTION      INTEREST PAYMENT     OPTIONAL
ACCRUAL DATE:   PERCENTAGE:             DATE:                REPAYMENT
                                                             DATE(S):
TOTAL AMOUNT    ANNUAL REDEMPTION       APPLICABILITY OF
OF OID:         PERCENTAGE              MODIFIED PAYMENT     MINIMUM
                REDUCTION:              UPON ACCELERATION    DENOMINATIONS:
                                        OR REDEMPTION:

ORIGINAL YIELD  INITIAL ACCRUAL         If yes, state        CEDEL NO.:
TO MATURITY:    PERIOD OID:             Issue Price:

EUROCLEAR NO.:                          SPECIFIED
                                        CURRENCY:

COMMON CODE:                                                 OTHER PROVISIONS:

ISIN:


               Morgan Stanley Group Inc., a Delaware corporation (together
with its successors and assigns, the "Issuer"), for value received, hereby
promises to pay to bearer, upon surrender hereof, the principal amount
specified in Schedule A hereto, on the Maturity Date specified above
(except to the extent previously redeemed or repaid) and to pay interest
thereon at the Interest Rate per annum specified above from the Interest
Accrual Date specified above until the principal amount is paid or duly
made available for payment, annually in arrears on the Interest Payment
Date specified above in each year commencing on the Interest Payment Date
next succeeding the Interest Accrual Date specified above, and at maturity
(or on any redemption or repayment date); provided, however, that if the
Interest Accrual Date occurs fifteen days or less prior to the first
Interest Payment Date occurring after the Interest Accrual Date, interest
payments will commence on the second Interest Payment Date succeeding the
Interest Accrual Date.

               Interest on this Note will accrue from the most recent Interest
Payment Date to which interest has been paid or duly provided for, or, if no
interest has been paid or duly provided for, from the Interest Accrual Date,
until the principal amount hereof has been paid or duly made available for
payment.  Upon any payment of interest on this Note, the Principal Paying
Agent (as defined below) shall cause Schedule A of this Note to be endorsed to
reflect such payment.  No payment on this Note will be made at any office or
agency of the Issuer in the United States or by check mailed to an address in
the United States (as defined below) or by wire transfer to an account
maintained by the holder of this Note with a bank in the United States except
as may be permitted under United States federal tax laws and regulations then
in effect without adverse tax consequences to the Issuer.  Notwithstanding the
foregoing, in the event that payment in U.S. dollars of the full amount
payable on this Note at the offices of all Paying Agents (as defined below)
would be illegal or effectively precluded as a result of exchange controls or
similar restrictions, payment on this Note will be made by a paying agency in
the United States, if such paying agency, under applicable law and
regulations, would be able to make such payment.  Notwithstanding any other
provision of this Note, no payment of principal or interest shall be made on
any portion of this Note unless there shall have been delivered to the
Principal Paying Agent a certificate substantially in the form of Exhibit A
hereto with respect to the portion of this Note with respect to which such
principal or interest is to be paid.  Such certificate shall have been
delivered to the holder hereof by Morgan Guaranty Trust Company of New York,
Brussels office, as operator of the Euroclear System (the "Euroclear
Operator"), Cedel Bank, societe anonyme ("Cedel") and/or any other relevant
clearing system (including Societe Interprofessionelle pour la Compensation
des Valeurs Mobilieres and the Intermediaires financiers habilites authorized
to maintain accounts therein ("SICOVAM")) as the case may be, and shall be
based on a certificate substantially in the form of Exhibit B hereto provided
to the Euroclear Operator, Cedel and/or any other relevant clearing system, as
the case may be, by those of its account holders who are to receive such
payment of principal or interest.

               This Note is issued in temporary global bearer form and
represents all or a portion of a duly authorized issue of Senior Global
Medium-Term Notes, Series [D/E] (the "Notes"), issued under a Senior
Indenture, dated as of April 15, 1989, as supplemented by a First Supplemental
Indenture dated as of May 15, 1991 (as so supplemented, the "Senior
Indenture"), between the Issuer and Chemical Bank, as Trustee (the "Trustee,"
which term includes any successor trustee under the Senior Indenture), to
which Senior Indenture and all indentures supplemental thereto reference is
hereby made for a statement of the respective rights, limitations of rights,
duties and immunities of the Issuer, the Trustee and holders of the Notes and
the terms upon which the Notes are, and are to be, authenticated and
delivered.  The Issuer has appointed Chemical Bank, London Branch, as its
principal paying agent for the Notes (the "Principal Paying Agent," which term
includes any additional or successor Principal Paying Agent appointed by the
Issuer).  The Notes are issuable (i) in temporary or permanent global bearer
form without coupons attached (the "Global Bearer Notes") in the minimum
denominations set forth on the face hereof or thereof or any amount in excess
thereof which is an integral multiple of 1,000 units of the Specified Currency
set forth on the face hereof or thereof, (ii) in definitive bearer form with
interest coupons attached (the "Definitive Bearer Notes") in the minimum
denominations set forth on the face thereof or any amount in excess thereof
which is an integral multiple of 1,000 units of the Specified Currency set
forth on the face thereof and (iii) in fully registered definitive form
without coupons (the "Registered Notes"), in the minimum denominations set
forth on the face thereof or any amount in excess thereof which is an integral
multiple of 1,000 units of the Specified Currency set forth on the face
thereof.

               Except as otherwise provided herein, this Note is governed by
the terms and conditions of the Permanent Global Fixed Rate Senior Bearer Note
(the "Permanent Global Bearer Note") to be issued in exchange for this Note,
which terms and conditions are hereby incorporated by reference herein mutatis
mutandis and shall be binding on the Company and the holder hereof as if fully
set forth herein.  The form of the Permanent Global Bearer Note is attached
hereto.

               This Note is exchangeable in whole or from time to time in part
on or after the Exchange Date (as defined below) for an interest (equal to the
principal amount of the portion of this Note being exchanged) in a single
Permanent Global Bearer Note upon the request of the Euroclear Operator, Cedel
and/or any other relevant clearing system, acting on behalf of the owner of a
beneficial interest in this Note, to the Principal Paying Agent upon delivery
to the Principal Paying Agent of a certificate substantially in the form of
Exhibit A hereto with respect to the portion of this Note to be exchanged.
Such certificate shall have been delivered to the holder hereof by the
Euroclear Operator, Cedel and/or any other relevant clearing system, as the
case may be, and shall be based on a certificate substantially in the form of
Exhibit B hereto provided to the Euroclear Operator, Cedel and/or any other
relevant clearing system, as the case may be, by those of its account holders
having an interest in the portion hereof to be exchanged.  Notwithstanding the
foregoing, if this Note is subject to a tax redemption as described on the
reverse of the Permanent Global Bearer Note attached hereto, interests in this
Note may be exchanged for interests in a permanent Global Bearer Note on and
after such redemption date as if such redemption date had been the Exchange
Date, subject to receipt of the certificates described in the preceding
sentence.  Upon exchange of any portion of this Note for an interest in a
Permanent Global Bearer Note, the Principal Paying Agent shall cause Schedule
A of this Note to be endorsed to reflect the reduction of its principal amount
by an amount equal to the aggregate principal amount being so exchanged.
Except as otherwise provided herein, until exchanged for a Permanent Global
Bearer Note, this Note shall in all respects be entitled to the same benefits
under the Senior Indenture as a duly authenticated and delivered Permanent
Global Bearer Note.

               As used herein:

               (a)  the term "Exchange Date" means the date that is 40 days
after the date on which the Issuer receives the proceeds of the sale of this
Note (the "Closing Date"), provided that if this Note is held by Morgan Stanley
International, or any other manager participating in the distribution of the
tranche of Notes of which this Note forms a part, as part of an unsold
allotment or subscription more than 40 days after the Closing Date for this
Note, the Exchange Date shall be the day after the date this Note is sold by
Morgan Stanley International or such other manager, all as determined and
notified to the Trustee by Morgan Stanley International, or if Morgan Stanley
International did not participate in the distribution of such tranche, by the
Issuer.

               (b)  the term "United States" means the United States of
America (including the States and the District of Columbia); and its
"possessions" include Puerto Rico, the U.S. Virgin Islands, Guam, American
Samoa, Wake Island and the Northern Mariana Islands.

               All other terms used in this Note which are defined in the
Senior Indenture and not otherwise defined herein shall have the meanings
assigned to them in the Senior Indenture.

               Unless the certificate of authentication hereon has been
executed by the Trustee by manual signature, this Note shall not be entitled
to any benefit under the Senior Indenture, as defined on the reverse hereof,
or be valid or obligatory for any purpose.


               IN WITNESS WHEREOF, the Issuer has caused this Note to be duly
executed under its corporate seal.

DATED:                                 MORGAN STANLEY GROUP INC.


                                       By ___________________________
                                          Title:

TRUSTEE'S CERTIFICATE
OF AUTHENTICATION


This is one of the Notes referred
to in the within-mentioned
Senior Indenture.

CHEMICAL BANK,
  as Trustee


By ______________________________
         Authorized Officer



                                  SCHEDULE A

                            SCHEDULE OF EXCHANGES

               The Initial Principal Amount of this Note is ______________.
The following payments of interest and exchanges of a part of this Note for an
interest in a single Permanent Global Bearer Note have been made:


                              Principal
                              Amount          Remaining
                              Exchanged       Principal
                              For             Amount
Date of                       Permanent       Outstanding      Notation Made
Exchange          Payment     Global          Following        by or on Behalf
or Interest       of          Bearer          Such             of Principal
Payment           Interest    Note            Exchange         Paying Agent
- -----------       --------    ---------       -----------      ---------------

_____________     _________   __________      ____________     _______________
_____________     _________   __________      ____________     _______________
_____________     _________   __________      ____________     _______________
_____________     _________   __________      ____________     _______________
_____________     _________   __________      ____________     _______________
_____________     _________   __________      ____________     _______________
_____________     _________   __________      ____________     _______________
_____________     _________   __________      ____________     _______________
_____________     _________   __________      ____________     _______________
_____________     _________   __________      ____________     _______________
_____________     _________   __________      ____________     _______________
_____________     _________   __________      ____________     _______________
_____________     _________   __________      ____________     _______________
_____________     _________   __________      ____________     _______________
_____________     _________   __________      ____________     _______________
_____________     _________   __________      ____________     _______________
_____________     _________   __________      ____________     _______________
_____________     _________   __________      ____________     _______________
_____________     _________   __________      ____________     _______________
_____________     _________   __________      ____________     _______________
_____________     _________   __________      ____________     _______________
_____________     _________   __________      ____________     _______________
_____________     _________   __________      ____________     _______________
_____________     _________   __________      ____________     _______________
_____________     _________   __________      ____________     _______________
_____________     _________   __________      ____________     _______________
_____________     _________   __________      ____________     _______________
_____________     _________   __________      ____________     _______________





                                                                     EXHIBIT A



                      [FORM OF CERTIFICATE TO BE GIVEN BY
                         THE EUROCLEAR OPERATOR, CEDEL
                  AND/OR ANY OTHER RELEVANT CLEARING SYSTEM]

                                  CERTIFICATE

                   _________________________________________


                           Morgan Stanley Group Inc.
                    Global Medium-Term Notes, Series [D/E]

                 Represented by Temporary Global Note No __.

               This is to certify that, based solely on certifications we have
received in writing, by tested telex or by electronic transmission from member
organizations appearing in our records as persons being entitled to a portion
of the principal amount set forth below (our "Member Organizations")
substantially to the effect set forth in Appendix 2 to Exhibit B to the Euro
Distribution Agreement relating to such Notes, as of the date hereof,
__________ principal amount of the above-captioned Securities (i) is owned by
persons that are not citizens or residents of the United States, domestic
partnerships, domestic corporations or any estate or trust the income of which
is subject to United States Federal income taxation regardless of its source
("United States persons"), (ii) is owned by United States persons that are (a)
foreign branches of United States financial institutions (as defined in U.S.
Treasury Regulations Section 1.165-12(c)(1)(v)) ("financial institutions")
purchasing for their own account or for resale, or (b) United States persons
who acquired the Securities through foreign branches of United States
financial institutions and who hold the Securities through such United States
financial institutions on the date hereof (and in either case (a) or (b), each
such United States financial institution has agreed, on its own behalf or
through its agent, that we may advise the Issuer or the Issuer's agent that it
will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the
U.S. Internal Revenue Code of 1986, as amended, and the regulations
thereunder), or (iii) is owned by United States or foreign financial
institutions for purposes of resale during the restricted period (as defined
in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and to the
further effect that United States or foreign financial institutions described
in clause (iii) above (whether or not also described in clause (i) or (ii))
have certified that they have not acquired the Securities for purposes of
resale directly or indirectly to a United States person or to a person within
the United States or its possessions.

               As used herein, "United States" means the United States of
America (including the States and the District of Columbia); and its
"possessions" include Puerto Rico, the U.S. Virgin Islands, Guam, American
Samoa, Wake Island and the Northern Mariana Islands.

               We further certify (i) that we are not making available
herewith for exchange (or, if relevant, seeking to collect principal or
interest with respect to) any portion of the temporary global Security
representing the above-captioned Securities excepted in the above-referenced
certificates of Member Organizations and (ii) that as of the date hereof we
have not received any notification from any of our Member Organizations to the
effect that the statements made by such Member Organizations with respect to
any portion of the part submitted herewith (or, if relevant, with respect to
which principal or interest is being requested) are no longer true and cannot
be relied upon as the date hereof.

               We understand that this certification is required in connection
with certain tax laws and, if applicable, certain securities laws of the
United States.  In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this
certification is or would be relevant, we irrevocably authorize you to produce
this certification to any interested party in such proceedings.



Dated:  _______________, 19__
[To be dated no earlier than
[insert date of Interest Payment Date prior to Exchange Date]
[insert date of Redemption Date prior to Exchange Date]
[insert Exchange Date]]


                                       [MORGAN GUARANTY TRUST COMPANY
                                        OF NEW YORK, BRUSSELS OFFICE,
                                        as Operator of the Euroclear
                                        System]

                                       [CEDEL BANK S.A.]

                                       [OTHER]


                                       By___________________________



                                                                    EXHIBIT B



                [FORM OF CERTIFICATE TO BE GIVEN BY AN ACCOUNT
                    HOLDER OF THE EUROCLEAR OPERATOR, CEDEL
                  AND/OR ANY OTHER RELEVANT CLEARING SYSTEM]

                                  CERTIFICATE

                   _________________________________________


                           Morgan Stanley Group Inc.
                    Global Medium-Term Notes, Series [D/E]

                 Represented by Temporary Global Note No __.

               This is to certify that as of the date hereof, and except as
set forth below, the above-captioned Securities held by you for our account
(i) are owned by person(s) that are not citizens or residents of the United
States, domestic partnerships, domestic corporations or any estate or trust
the income of which is subject to United States Federal income taxation
regardless of its source ("United States person(s)"), (ii) are owned by United
States person(s) that are (a) foreign branches of United States financial
institutions (as defined in U.S. Treasury Regulations Section
1.165-12(c)(1)(v)) ("financial institutions") purchasing for their own account
or for resale, or (b) United States person(s) who acquired the Securities
through foreign branches of United States financial institutions and who hold
the Securities through such United States financial institutions on the date
hereof (and in either case (a) or (b), each such United States financial
institution hereby agrees, on its own behalf or through its agent, that you
may advise the Issuer or the Issuer's agent that it will comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the U.S. Internal Revenue
Code of 1986, as amended, and the regulations thereunder), or (iii) are owned
by United States or foreign financial institution(s) for purposes of resale
during the restricted period (as defined in U.S. Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7)), and in addition if the owner of the Securities is a
United States or foreign financial institution described in clause (iii) above
(whether or not also described in clause (i) or (ii)) such financial
institution has not acquired the Securities for purposes of resale directly or
indirectly to a United States person or to a person within the United States
or its possessions.

               As used herein, "United States" means the United States of
America (including the States and the District of Columbia); and its
"possessions" include Puerto Rico, the U.S. Virgin Islands, Guam, American
Samoa, Wake Island and the Northern Mariana Islands.

               We undertake to advise you promptly by tested telex on or prior
to the date on which you intend to submit your certification relating to the
Securities held by you for our account in accordance with your Operating
Procedures if any applicable statement herein is not correct on such date, and
in the absence of any such notification it may be assumed that this
certification applies as of such date.

               This certification excepts and does not relate to $___________
of such interest in the above-captioned Securities in respect of which we are
not able to certify and as to which we understand exchange and delivery of
definitive Securities (or, if relevant, exercise of any rights or collection
of any principal or interest) cannot be made until we do so certify.

               We understand that this certification is required in connection
with certain tax laws and, if applicable, certain securities laws of the
United States.  In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this
certification is or would be relevant, we irrevocably authorize you to produce
this certification to any interested party in such proceedings.

Dated:  _______________, 19__
[To be dated no earlier than
the 10th day before
[insert date of Interest Payment Date prior to Exchange Date]
[insert date of Redemption Date prior to Exchange Date]
[insert Exchange Date]]

                                       [Name of Account Holder]


                                       By__________________________
                                         (Authorized Signatory)

                                       Name:
                                       Title:

EX-4.R

                                                                 EXHIBIT 4-r




                          [FORM OF FACE OF SECURITY]


                Permanent Global Fixed Rate Senior Bearer Note


BEARER                                           BEARER
No. PGFX

[COMMERCIAL PAPER ISSUED IN ACCORDANCE WITH REGULATIONS MADE UNDER SECTION 4
OF THE UNITED KINGDOM BANKING ACT 1987.](1)

[MEDIUM TERM NOTE ISSUED IN ACCORDANCE WITH REGULATIONS MADE UNDER SECTION 4
OF THE UNITED KINGDOM BANKING ACT 1987.](2)

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE UNITED STATES INTERNAL REVENUE
CODE.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE FOR DEFINITIVE BEARER NOTES OR IN
WHOLE OR IN PART FOR REGISTERED NOTES, THIS GLOBAL NOTE MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY
OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "ORIGINAL YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE APPROXIMATE METHOD) SET FORTH
BELOW HAVE BEEN COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL
INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.

THIS NOTE HAS NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES AND
EXCHANGE LAW OF JAPAN.  THIS NOTE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF JAPAN
(WHICH TERM AS USED HEREIN MEANS ANY PERSON RESIDENT IN JAPAN INCLUDING ANY
CORPORATION OR OTHER ENTITY ORGANIZED UNDER THE LAWS OF JAPAN) OR TO OTHERS
FOR THE RE-OFFERING OR RE-SALE, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO A
RESIDENT OF JAPAN EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF, AND OTHERWISE IN COMPLIANCE WITH, THE SECURITIES AND EXCHANGE
LAW OF JAPAN AND OTHER RELEVANT LAWS AND REGULATIONS OF JAPAN.

IF THIS NOTE IS DENOMINATED IN JAPANESE YEN, IT SHALL HAVE A MATURITY OF NOT
LESS THAN ONE YEAR AND IT MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY,
IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT IN JAPAN PRIOR TO THE DATE
WHICH IS 90 DAYS AFTER THE SETTLEMENT DATE WITH RESPECT TO THIS NOTE.  IF (i)
INTEREST PAYMENTS ON THIS NOTE ARE DENOMINATED IN JAPANESE YEN AND PRINCIPAL
PAYMENTS ARE DENOMINATED IN A CURRENCY OR CURRENCY UNIT OTHER THAN JAPANESE
YEN OR (ii) PRINCIPAL PAYMENTS ON THIS NOTE ARE DENOMINATED IN JAPANESE YEN
AND INTEREST PAYMENTS ARE DENOMINATED IN A CURRENCY OR CURRENCY UNIT OTHER
THAN JAPANESE YEN, THIS NOTE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF JAPAN PRIOR
TO THE DATE WHICH IS 180 DAYS AFTER THE SETTLEMENT DATE WITH RESPECT TO THIS
NOTE.

_______________
(1) Applies only if this Note is denominated in pounds sterling and matures
not more than one year from and including the Original Issue Date.

(2) Applies only if this Note is denominated in pounds sterling and matures
more than one year and not more than five years from and including the
Original Issue Date.

                           MORGAN STANLEY GROUP INC.

                 SENIOR GLOBAL MEDIUM-TERM NOTE, SERIES [D/E]
                                 (Fixed Rate)
ORIGINAL       INITIAL REDEMPTION     INTEREST RATE:          MATURITY
ISSUE DATE:    DATE:                                          DATE:

INTEREST       INITIAL REDEMPTION     INTEREST PAYMENT        OPTIONAL
ACCRUAL DATE:  PERCENTAGE:            DATE:                   REPAYMENT
                                                              DATE(S):
TOTAL AMOUNT   ANNUAL REDEMPTION      APPLICABILITY OF
OF OID:        PERCENTAGE             MODIFIED PAYMENT        MINIMUM
               REDUCTION:             UPON ACCELERATION       DENOMINA-
                                      OR REDEMPTION:          TIONS:

ORIGINAL YIELD INITIAL ACCRUAL        If yes, state           CEDEL NO.:
TO MATURITY:   PERIOD OID:            Issue Price:

EUROCLEAR NO.:                        SPECIFIED
                                      CURRENCY:

COMMON CODE:                                                  OTHER
                                                              PROVISIONS:
ISIN:



               Morgan Stanley Group Inc., a Delaware corporation (together
with its successors and assigns, the "Issuer"), for value received, hereby
promises to pay to bearer, upon surrender hereof, the principal amount
specified in Schedule A hereto, on the Maturity Date specified above
(except to the extent previously redeemed or repaid) and to pay interest
thereon at the Interest Rate per annum specified above from the Interest
Accrual Date specified above until the principal amount is paid or duly
made available for payment (except as provided below), annually in arrears
on the Interest Payment Date specified above in each year commencing on the
Interest Payment Date next succeeding the Interest Accrual Date specified
above, and at maturity (or on any redemption or repayment date); provided,
however, that if the Interest Accrual Date occurs fifteen days or less
prior to the first Interest Payment Date occurring after the Interest
Accrual Date, interest payments will commence on the second Interest
Payment Date succeeding the Interest Accrual Date.

               Interest on this Note will accrue from the most recent Interest
Payment Date to which interest has been paid or duly provided for, or, if no
interest has been paid or duly provided for, from the Interest Accrual Date,
until the principal hereof has been paid or duly made available for payment
(except as provided below).  The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, subject to certain
exceptions described herein, be paid to the holder of this Note at the office
or agency of the Principal Paying Agent (this and certain other capitalized
terms used herein are defined on the reverse of this Note) or at the office or
agency of such other paying agents outside the United States as the Issuer may
determine for that purpose (each, a "Paying Agent," which term shall include
the Principal Paying Agent).

               Payment of the principal of this Note, any premium and the
interest due at maturity (or on any redemption or repayment date) will be made
upon presentation and surrender of this Note at the office or agency of the
Principal Paying Agent or at the office of any Paying Agent.

               Payment of the principal of and premium, if any, and interest
on this Note will be made in the Specified Currency indicated above, except as
provided on the reverse hereof.  If this Note is denominated in U.S. dollars,
any payment of the principal of, premium, if any, and interest on this Note
will be made in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts.
Such payments on this Note will be made either by a check mailed to an address
outside the United States furnished by the payee or, at the option of the
payee and subject to applicable laws and regulations and the procedures of the
Paying Agent, by wire transfer of immediately available funds to an account
maintained by the payee with a bank located outside the United States if
appropriate wire transfer instructions have been received by the Paying Agent
not less than 15 calendar days prior to the applicable payment date.
Notwithstanding the foregoing, in the event that payment in U.S. dollars of
the full amount payable on this Note at the offices of all Paying Agents would
be illegal or effectively precluded as a result of exchange controls or
similar restrictions, payment on this Note will be made by a paying agency in
the United States, if such paying agency, under applicable law and
regulations, would be able to make such payment.  If this Note is denominated
in a Specified Currency other than U.S. dollars, then, except as provided on
the reverse hereof, payment of the principal of and premium, if any, and
interest on this Note will be made in such Specified Currency either by a check
drawn on a bank outside the United States or, at the option of the payee and
subject to applicable laws and regulations and the procedures of the Paying
Agent, by wire transfer of immediately available funds to an account
maintained by the payee with a bank located outside the United States.

               Reference is hereby made to the further provisions of this Note
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

               Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature,
this Note shall not be entitled to any benefit under the Senior Indenture, as
defined on the reverse hereof, or be valid or obligatory for any purpose.


               IN WITNESS WHEREOF, the Issuer has caused this Note to be duly
executed under its corporate seal.

DATED:                                 MORGAN STANLEY GROUP INC.



                                       By_________________________
                                         Title:

TRUSTEE'S CERTIFICATE
OF AUTHENTICATION


This is one of the Notes referred
to in the within-mentioned
Senior Indenture.

CHEMICAL BANK,
  as Trustee



By _____________________________
            Authorized Officer

                         [FORM OF REVERSE OF SECURITY]


               This Note is one of a duly authorized issue of Senior Global
Medium-Term Notes, Series [D/E], having maturities more than nine months from
the date of issue (the "Notes") of the Issuer.  The Notes are issuable under a
Senior Indenture, dated as of April 15, 1989, as supplemented by a First
Supplemental Indenture dated as of May 15, 1991 (as so supplemented, the
"Senior Indenture"), between the Issuer and Chemical Bank, as Trustee (the
"Trustee," which term includes any successor trustee under the Senior
Indenture), to which Senior Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities of the Issuer, the Trustee and holders of the
Notes and the terms upon which the Notes are, and are to be, authenticated and
delivered.  The Issuer has appointed Chemical Bank, London Branch, as its
principal paying agent for the Notes (the "Principal Paying Agent," which term
includes any additional or successor Principal Paying Agent appointed by the
Issuer).  The terms of individual Notes may vary with respect to interest
rates, interest rate formulas, issue dates, maturity dates, or otherwise, all
as provided in the Senior Indenture.  To the extent not inconsistent herewith,
the terms of the Senior Indenture are hereby incorporated by reference herein.

               If this Note is denominated in pounds sterling, the Issuer
represents that it is not an authorized institution (for purposes of the
United Kingdom Banking Act 1987) and repayment of the principal of, and
payment of any interest or premium on, this Note has not been guaranteed, that
it has complied with its obligations under the listing rules of The
International Stock Exchange of the United Kingdom and the Republic of Ireland
Limited (the "Rules") and that, since the last publication in compliance with
the Rules of information about it, it, having made all reasonable inquiries,
has not become aware of any change in circumstances which could reasonably be
regarded as significantly and adversely affecting its ability to meet its
obligations in respect of the Notes as they fall due.

               This Note will not be subject to any sinking fund and, unless
otherwise provided on the face hereof in accordance with the provisions of the
following two paragraphs and except as set forth below, will not be redeemable
or subject to repayment at the option of the holder prior to maturity.

               If so indicated on the face of this Note, this Note may be
redeemed in whole or in part at the option of the Issuer on or after the
Initial Redemption Date specified on the face hereof on the terms set forth on
the face hereof, together with interest accrued and unpaid hereon to the date
of redemption (except as provided below).  If this Note is subject to "Annual
Redemption Percentage Reduction," the Initial Redemption Percentage indicated
on the face hereof will be reduced on each anniversary of the Initial
Redemption Date by the Annual Redemption Percentage Reduction specified on the
face hereof until the redemption price of this Note is 100% of the principal
amount hereof, together with interest accrued and unpaid hereon to the date
of redemption (except as provided below).  Notice of redemption shall be
mailed to the holders of the Notes designated for redemption who have filed
their names and addresses with the Principal Paying Agent, not less than 30
nor more than 60 days prior to the date fixed for redemption, subject to all
the conditions and provisions of the Senior Indenture.  Notice of redemption
to all other holders of Notes shall be published in the manner set forth in
"Notices" as defined below, once in each of the three successive calendar
weeks, the first publication to be not less than 30 nor more than 60 days
prior to the date set for redemption.  In the event of redemption of this Note
in part only, the Principal Paying Agent shall cause Schedule A of this Note
to be endorsed to reflect the reduction of its principal amount by an amount
equal to the aggregate principal amount of this Note so redeemed, whereupon the
principal amount hereof shall be reduced for all purposes by the amount so
redeemed and noted.

               If so indicated on the face of this Note, this Note will be
subject to repayment at the option of the holder on the Optional Repayment
Date or Dates specified on the face hereof on the terms set forth herein.  On
any Optional Repayment Date, this Note will be repayable in whole or in part
in increments of $1,000 or, if this Note is denominated in a Specified
Currency other than U.S. dollars, in increments of 1,000 units of such
Specified Currency (provided that any remaining principal amount hereof shall
not be less than the minimum authorized denomination hereof) at the option of
the holder hereof at a price equal to 100% of the principal amount to be
repaid, together with interest accrued and unpaid hereon to the date of
repayment (except as provided below).  For this Note to be repaid at the
option of the holder hereof, the Principal Paying Agent must receive at its
office in London, at least 15 but not more than 30 days prior to the date of
repayment, (i) this Note with the form entitled "Option to Elect Repayment"
below duly completed or (ii) a telegram, telex, facsimile transmission or a
letter from a member of a national securities exchange or the National
Association of Securities Dealers, Inc. or a commercial bank or a trust
company in the United States, Western Europe or Japan setting forth the name
of the holder of this Note, the principal amount hereof, the certificate
number of this Note or a description of this Note's tenor and terms, the
principal amount hereof to be repaid, a statement that the option to elect
repayment is being exercised thereby and a guarantee that this Note, together
with the form entitled "Option to Elect Repayment" duly completed, will be
received by the Principal Paying Agent not later than the fifth Business Day
after the date of such telegram, telex, facsimile transmission or letter;
provided, that such telegram, telex, facsimile transmission or letter shall
only be effective if this Note and form duly completed are received by the
Principal Paying Agent by such fifth Business Day.  Exercise of such repayment
option by the holder hereof shall be irrevocable.  In the event of repayment
of this Note in part only, the Principal Paying Agent shall cause Schedule A
of this Note to be endorsed to reflect the reduction of its principal amount
by an amount equal to the aggregate principal amount of this Note so repaid,
whereupon the principal amount hereof shall be reduced for all purposes by the
amount so repaid and noted.

               Interest payments on this Note will include interest accrued to
but excluding the Interest Payment Dates or the Maturity Date (or any earlier
redemption or repayment date), as the case may be.  Interest payments for this
Note will be computed and paid on the basis of a 360-day year of twelve 30-day
months.

               In the case where the Interest Payment Date or the Maturity
Date (or any redemption or repayment date) does not fall on a Business Day,
payment of interest, premium, if any, or principal otherwise payable on such
date need not be made on such date, but may be made on the next succeeding
Business Day with the same force and effect as if made on the Interest Payment
Date or on the Maturity Date (or any redemption or repayment date), and no
interest on such payment shall accrue for the period from and after the
Interest Payment Date or the Maturity Date (or any redemption or repayment
date) to such next succeeding Business Day.

               This Note and all the obligations of the Issuer hereunder are
direct, unsecured obligations of the Issuer and rank without preference or
priority among themselves and pari passu with all other existing and future
unsecured and unsubordinated indebtedness of the Issuer, subject to certain
statutory exceptions in the event of liquidation upon insolvency.

               This Note is issued in permanent global bearer form without
interest coupons attached (a "Global Bearer Note").  The beneficial owner of
all or a portion of this Note may exchange its interest in this Note upon not
less than 30 days' written notice to the Principal Paying Agent, in whole, for
Notes in bearer form with interest coupons, if any, attached (the "Definitive
Bearer Notes," and, together with the Global Bearer Notes, the "Bearer Notes")
or, in whole or from time to time in part, for Notes in fully registered form
without coupons (the "Registered Notes"), in each case, in the minimum
denominations set forth on the face hereof or any amount in excess thereof
which is an integral multiple of 1,000 units of the Specified Currency set
forth on the face hereof, at the office of the Principal Paying Agent, or, in
the case of Registered Notes, at the office of the transfer agent for the
Registered Notes in London, which transfer agent will initially be Chemical
Bank, London Branch, upon compliance with any procedures set forth in, or
established pursuant to, the Senior Indenture; provided, however, that the
Issuer shall not be required (i) to exchange this Note for a period of fifteen
calendar days preceding the first publication of a notice of redemption of all
or any portion hereof or (ii) to exchange any portion of this Note selected
for redemption or surrendered for optional repayment, except that all or a
portion of this Note may be exchanged for a Registered Note of like tenor,
provided that such Registered Note shall be simultaneously surrendered for
redemption or repayment, as the case may be; and provided, further, that if a
Registered Note is issued in exchange for any portion of this Note after the
close of business at the office of the Principal Paying Agent on any record
date (whether or not a Business Day) for the payment of interest on such
Registered Note and before the opening of business at such office on the
relevant Interest Payment Date, any interest will not be payable on such
Interest Payment Date in respect of such Registered Note, but will be payable
on such Interest Payment Date only to the holder of this Note.  Upon exchange
of this Note in whole for a Definitive Bearer Note or Definitive Bearer Notes,
or in whole or in part for a Registered Note or Registered Notes, the
Principal Paying Agent shall cause Schedule A of this Note to be endorsed to
reflect the reduction of the principal amount hereof by an amount equal to the
aggregate principal amount of such Definitive Bearer Note or Definitive Bearer
Notes, or such Registered Note or Registered Notes, whereupon the principal
amount hereof shall be reduced for all purposes by the amount so exchanged and
noted.  All such exchanges of Notes will be free of service charge, but the
Issuer may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.  The date of any Note
delivered upon any exchange of this Note shall be such that no gain or loss of
interest results from such exchange.

               All (and not less than all) interests in this Note will be
exchanged for Definitive Bearer Notes in accordance with the procedures set
forth in the following two sentences as soon as practicable after the first
beneficial owner of an interest in this Note exchanges its interest for a
Definitive Bearer Note, provided that a common depository located outside the
United States (the "common depository") holding this Note for Morgan Guaranty
Trust Company of New York, Brussels office, as operator of the Euroclear System
(the "Euroclear Operator"), Cedel Bank, societe anonyme ("Cedel") and/or any
other relevant clearing system (including Societe Interprofessionelle pour la
Compensation des Valeurs Mobilieres ("SICOVAM")) instructs the Principal
Paying Agent regarding the aggregate principal amount of Definitive Bearer
Notes and the denominations of such Definitive Bearer Notes that must be
authenticated and delivered to each of the Euroclear Operator and Cedel in
exchange for this Note.  Thereafter, the Principal Paying Agent, acting solely
in reliance on such instructions, shall, upon surrender to it of this Note and
subject to the conditions in the preceding paragraph, authenticate and deliver
Definitive Bearer Notes in exchange for this Note in accordance with such
instructions and shall cause Schedule A of this Note to be endorsed to reflect
the reduction of its principal amount by an amount equal to the aggregate
principal amount of this Note.  Nothing in this paragraph shall prevent the
further exchange of Definitive Bearer Notes into Registered Notes.

               This Note may be transferred by delivery; provided, however,
that this Note may be transferred only to a common depositary outside the
United States for the Euroclear Operator, Cedel and/or any other relevant
clearing system or to a nominee of such a depositary.

               In case any Note shall at any time become mutilated, defaced or
be destroyed, lost or stolen and such Note or evidence of the loss, theft or
destruction thereof (together with the indemnity hereinafter referred to and
such other documents or proof as may be required in the premises) shall be
delivered to the Trustee, a new Note of like tenor will be issued by the
Issuer in exchange for the Note so mutilated or defaced, or in lieu of the
Note so destroyed or lost or stolen, but, in the case of any destroyed or lost
or stolen Note, only upon receipt of evidence satisfactory to the Trustee and
the Issuer that such Note was destroyed or lost or stolen and, if required,
upon receipt also of indemnity satisfactory to each of them.  All expenses and
reasonable charges associated with procuring such indemnity and with the
preparation, authentication and delivery of a new Note shall be borne by the
owner of the Note mutilated, defaced, destroyed, lost or stolen.

               The Senior Indenture provides that, (a) if an Event of Default
(as defined in the Senior Indenture) due to the default in payment of
principal of, premium, if any, or interest on, any series of debt securities
issued under the Senior Indenture, including the series of Senior Global
Medium-Term Notes of which this Note forms a part, or due to the default in
the performance or breach of any other covenant or warranty of the Issuer
applicable to the debt securities of such series but not applicable to all
outstanding debt securities issued under the Senior Indenture shall have
occurred and be continuing, either the Trustee or the holders of not less than
25% in principal amount of the debt securities of each affected series (voting
as a single class) may then declare the principal of all debt securities of
all such series and interest accrued thereon to be due and payable immediately
and (b) if an Event of Default due to a default in the performance of any
other of the covenants or agreements in the Senior Indenture applicable to all
outstanding debt securities issued thereunder, including this Note, or due to
certain events of bankruptcy, insolvency and reorganization of the Issuer,
shall have occurred and be continuing, either the Trustee or the holders of
not less than 25% in principal amount of all debt securities issued under the
Senior Indenture then outstanding (treated as one class) may declare the
principal of all such debt securities and interest accrued thereon to be due
and payable immediately, but upon certain conditions such declarations may be
annulled and past defaults may be waived (except a continuing default in
payment of principal (or premium, if any) or interest on such debt securities)
by the holders of a majority in principal amount of the debt securities of all
affected series then outstanding.

               If the face hereof indicates that this Note is subject to
"Modified Payment upon Acceleration or Redemption," then (i) if the principal
hereof is declared to be due and payable as described in the preceding
paragraph, the amount of principal due and payable with respect to this Note
shall be limited to the aggregate principal amount hereof multiplied by the
sum of the Issue Price specified on the face hereof (expressed as a percentage
of the aggregate principal amount) plus the original issue discount amortized
from the Interest Accrual Date to the date of declaration, which amortization
shall be calculated using the "interest method" (computed in accordance with
generally accepted accounting principles in effect on the date of declaration),
(ii) for the purpose of any vote of securityholders taken pursuant to the
Senior Indenture prior to the acceleration of payment of this Note, the
principal amount hereof shall equal the amount that would be due and payable
hereon, calculated as set forth in clause (i) above, if this Note were
declared to be due and payable on the date of any such vote and (iii) for the
purpose of any vote of securityholders taken pursuant to the Senior Indenture
following the acceleration of payment of this Note, the principal amount
hereof shall equal the amount of principal due and payable with respect to
this Note, calculated as set forth in clause (i) above.

               This Note may be redeemed, as a whole, at the option of the
Issuer at any time prior to maturity, upon the giving of a notice of
redemption as described below, at a redemption price equal to 100% of the
principal amount hereof, together with accrued interest to the date fixed for
redemption (except that if this Note is subject to "Modified Payment upon
Acceleration or Redemption," such redemption price would be limited to the
aggregate principal amount hereof multiplied by the sum of the Issue Price
specified on the face hereof (expressed as a percentage of the aggregate
principal amount) plus the original issue discount amortized from the Interest
Accrual Date to the date of redemption, which amortization shall be calculated
using the "interest method" (computed in accordance with generally accepted
accounting principles in effect on the date of redemption) (the "Amortized
Amount")), if the Issuer determines that, as a result of any change in or
amendment to the laws (or any regulations or rulings promulgated thereunder)
of the United States or of any political subdivision or taxing authority
thereof or therein affecting taxation, or any change in official position
regarding the application or interpretation of such laws, regulations or
rulings, which change or amendment becomes effective on or after the Original
Issue Date hereof, the Issuer has or will become obligated to pay Additional
Amounts (as defined below) with respect to this Note as described below.
Prior to the giving of any Notice of redemption pursuant to this paragraph,
the Issuer shall deliver to the Trustee (i) a certificate stating that the
Issuer is entitled to effect such redemption and setting forth a statement of
facts showing that the conditions precedent to the right of the Issuer to so
redeem have occurred, and (ii) an opinion of independent counsel satisfactory
to the Trustee to such effect based on such statement of facts; provided that
no such notice of redemption shall be given earlier than 60 days prior to the
earliest date on which the Issuer would be obligated to pay such Additional
Amounts if a payment in respect of this Note were then due.

               Notice of redemption will be given not less than 30 nor more
than 60 days prior to the date fixed for redemption, which date and the
applicable redemption price will be specified in the Notice.

               If the Issuer shall determine that any payment made outside the
United States by the Issuer or any Paying Agent of principal, premium or
interest due in respect of this Note would, under any present or future laws or
regulations of the United States, be subject to any certification,
identification or other information reporting requirement of any kind, the
effect of which is the disclosure to the Issuer, any Paying Agent or any
governmental authority of the nationality, residence or identity of a
beneficial owner of this Note who is a United States Alien (as defined below)
(other than such a requirement (a) that would not be applicable to a payment
made by the Issuer or any Paying Agent (i) directly to the beneficial owner or
(ii) to a custodian, nominee or other agent of the beneficial owner, or (b)
that can be satisfied by such custodian, nominee or other agent certifying to
the effect that such beneficial owner is a United States Alien; provided that
in each case referred to in clauses (a)(ii) and (b) payment by such custodian,
nominee or agent to such beneficial owner is not otherwise subject to any such
requirement), the Issuer shall redeem this Note, as a whole, at a redemption
price equal to 100% of the principal amount thereof (except that if this Note
is subject to "Modified Payment upon Acceleration or Redemption," such
redemption price would be limited to the aggregate principal amount hereof
multiplied by the sum of the Issue Price specified on the face hereof
(expressed as a percentage of the aggregate principal amount) plus the
Amortized Amount), together with accrued interest to the date fixed for
redemption, or, at the election of the Issuer if the conditions of the next
succeeding paragraph are satisfied, pay the additional amounts specified in
such paragraph.  The Issuer shall make such determination and election as soon
as practicable, shall promptly notify the Trustee thereof and shall publish
prompt notice thereof (the "Determination Notice") stating the effective date
of such certification, identification or other information reporting
requirements, whether the Issuer will redeem this Note or has elected to pay
the additional amounts specified in the next succeeding paragraph, and (if
applicable) the last date by which the redemption of this Note must take
place, as provided in the next succeeding sentence.  If the Issuer redeems
this Note, such redemption shall take place on such date, not later than one
year after the publication of the Determination Notice, as the Issuer shall
elect by notice to the Trustee at least 60 days prior to the date fixed for
redemption.  Notice of such redemption of this Note will be given to the
holder of this Note not more than 60 nor less than 30 days prior to the date
fixed for redemption.  Such redemption notice shall include a statement as to
the last date by which this Note to be redeemed may be exchanged for
Registered Notes.  Notwithstanding the foregoing, the Issuer shall not so
redeem this Note if the Issuer shall subsequently determine, not less than 30
days prior to the date fixed for redemption, that subsequent payments would
not be subject to any such requirement, in which case the Issuer shall publish
prompt notice of such determination and any earlier redemption notice shall be
revoked and of no further effect.  The right of the holder of this Note to
exchange this Note for Registered Notes will terminate at the close of business
of the Principal Paying Agent on the fifteenth day prior to the date fixed for
redemption, and no further exchanges of this Note for Registered Notes shall
be permitted.

               If and so long as the certification, identification or other
information reporting requirements referred to in the preceding paragraph
would be fully satisfied by payment of a backup withholding tax or similar
charge, the Issuer may elect by notice to the Trustee to pay as additional
amounts such amounts as may be necessary so that every net payment made
outside the United States following the effective date of such requirements by
the Issuer or any Paying Agent of principal, premium or interest due in
respect of this Note of which the beneficial owner is a United States Alien
(but without any requirement that the nationality, residence or identity of
such beneficial owner be disclosed to the Issuer, any Paying Agent or any
governmental authority, with respect to the payment of such additional
amounts), after deduction or withholding for or on account of such backup
withholding tax or similar charge (other than a backup withholding tax or
similar charge that (i) would not be applicable in the circumstances referred
to in the second parenthetical clause of the first sentence of the preceding
paragraph, or (ii) is imposed as a result of presentation of this Note for
payment more than 15 days after the date on which such payment becomes due and
payable or on which payment thereof is duly provided for, whichever occurs
later), will not be less than the amount provided for in this Note to be then
due and payable.  In the event the Issuer elects to pay any additional amounts
pursuant to this paragraph, the Issuer shall have the right to redeem this
Note as a whole at any time pursuant to the applicable provisions of the
immediately preceding paragraph and the redemption price of this Note will not
be reduced for applicable withholding taxes.  If the Issuer elects to pay
additional amounts pursuant to this paragraph and the condition specified in
the first sentence of this paragraph should no longer be satisfied, then the
Issuer will redeem this Note as a whole, pursuant to the applicable provisions
of the immediately preceding paragraph.

               The Issuer will, subject to certain exceptions and limitations
set forth below, pay such additional amounts (the "Additional Amounts") to the
holder of this Note who is a United States Alien as may be necessary in order
that every net payment of the principal of and interest on this Note and any
other amounts payable on this Note, after withholding for or on account of any
present or future tax, assessment or governmental charge imposed upon or as a
result of such payment by the United States (or any political subdivision or
taxing authority thereof or therein), will not be less than the amount
provided for in this Note to be then due and payable.  The Issuer will not,
however, be required to make any payment of Additional Amounts to any such
holder for or on account of:

               (a)  any such tax, assessment or other governmental charge that
         would not have been so imposed but for (i) the existence of any
         present or former connection between such holder (or between a
         fiduciary, settlor, beneficiary, member or shareholder of such
         holder, if such holder is an estate, a trust, a partnership or a
         corporation) and the United States, including, without limitation,
         such holder (or such fiduciary, settlor, beneficiary, member or
         shareholder) being or having been a citizen or resident thereof or
         being or having been engaged in a trade or business or present
         therein or having, or having had, a permanent establishment therein
         or (ii) the presentation by the holder of this Note for payment on a
         date more than 15 days after the date on which such payment became due
         and payable or the date on which payment thereof is duly provided
         for, whichever occurs later;

               (b)  any estate, inheritance, gift, sales, transfer or personal
         property tax or any similar tax, assessment or governmental charge;

               (c)  any tax, assessment or other governmental charge imposed
         by reason of such holder's past or present status as a personal
         holding company or foreign personal holding company or controlled
         foreign corporation or passive foreign investment company with
         respect to the United States or as a corporation which accumulates
         earnings to avoid United States federal income tax or as a private
         foundation or other tax-exempt organization;

               (d)  any tax, assessment or other governmental charge that is
         payable otherwise than by withholding from payments on or in respect
         of this Note;

               (e)  any tax, assessment or other governmental charge required
         to be withheld by any Paying Agent from any payment of principal of,
         or interest on, this Note, if such payment can be made without such
         withholding by any other Paying Agent in a city in Western Europe;

               (f)  any tax, assessment or other governmental charge that
         would not have been imposed but for the failure to comply with
         certification, information or other reporting requirements concerning
         the nationality, residence or identity of the holder or beneficial
         owner of this Note, if such compliance is required by statute or by
         regulation of the United States or of any political subdivision or
         taxing authority thereof or therein as a precondition to relief or
         exemption from such tax, assessment or other governmental charge;

               (g)  any tax, assessment or other governmental charge imposed
         by reason of such holder's past or present status as the actual or
         constructive owner of 10% or more of the total combined voting power
         of all classes of stock entitled to vote of the Issuer or as a direct
         or indirect subsidiary of the Issuer; or

               (h)  any combination of items (a), (b), (c), (d), (e), (f) or
         (g);

nor shall Additional Amounts be paid with respect to any payment on this Note
to a United States Alien who is a fiduciary or partnership or other than the
sole beneficial owner of such payment to the extent such payment would be
required by the laws of the United States (or any political subdivision
thereof) to be included in the income, for tax purposes, of a beneficiary or
settlor with respect to such fiduciary or a member of such partnership or a
beneficial owner who would not have been entitled to the Additional Amounts
had such beneficiary, settlor, member or beneficial owner been the holder of
this Note.


               The Senior Indenture permits the Issuer and the Trustee, with
the consent of the holders of not less than a majority in aggregate principal
amount of the debt securities of all series issued under the Senior Indenture
then outstanding and affected (voting as one class), to execute supplemental
indentures adding any provisions to or changing in any manner the rights of
the holders of each series so affected; provided that the Issuer and the
Trustee may not, without the consent of the holder of each outstanding debt
security affected thereby, (a) extend the final maturity of any such debt
security, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon, or reduce any amount payable on
redemption or repayment thereof, or change the currency of payment thereof, or
impair or affect the rights of any holder to institute suit for the payment
thereof without the consent of the holder of each debt security so affected;
or (b) reduce the aforesaid percentage in principal amount of debt securities
the consent of the holders of which is required for any such supplemental
indenture, without the consent of the holders of each debt security so
affected.

               Except as set forth below, if the principal of, premium, if
any, or interest on, this Note is payable in a Specified Currency other than
U.S. dollars and such Specified Currency is not available to the Issuer for
making payments hereon due to the imposition of exchange controls or other
circumstances beyond the control of the Issuer or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions within the international banking
community, then the Issuer will be entitled to satisfy its obligations to the
holder of this Note by making such payments in U.S. dollars on the basis of
the Market Exchange Rate (as defined below) on the date of such payment or, if
the Market Exchange Rate is not available on such date, as of the most recent
practicable date.  Any payment made under such circumstances in U.S. dollars
where the required payment is in a Specified Currency other than U.S. dollars
will not constitute an Event of Default.

               If the principal of, premium, if any, or interest on, this Note
is payable in ECUs, then with respect to each due date for any such payment on
or after the first business day in London on which the ECU is used neither as
the unit of account of the European Community ("EC") nor as the currency of
the European Union, the Issuer shall choose a substitute currency (the "Chosen
Currency") which may be any currency which was, on the last day on which the
ECU was used as the unit of account of the EC, a component currency of the ECU
basket or U.S. dollars, in which all such payments due on or after that date
with respect to this Note shall be made.  Notice of the Chosen Currency so
selected shall, where practicable, be published in the manner described in
"Notices" below.   The amount of each payment in such Chosen Currency shall be
computed on the basis of the equivalent of the ECU in that currency,
determined as described below, as of the fourth business day in London prior
to the date on which such payment is due.

               If the principal of, premium, if any, or interest on, this Note
is payable in ECUs, then on the first business day in London on which the ECU
is used neither as the unit of account of the EC nor as the currency of the
European Union, the Issuer shall choose a Chosen Currency in which all such
payments with respect to this Note having a due date prior thereto but not yet
presented for payment are to be made.   The amount of each payment in such
Chosen Currency shall be computed on the basis of the equivalent of the ECU in
that currency, determined as described below, as of such first business day.

               The equivalent of the ECU in the relevant Chosen Currency as of
any date (the "Day of Valuation") shall be determined on the following basis
by, or on behalf of, an Exchange Rate Agent appointed by the Issuer.  The
amounts and components composing the ECU for this purpose (the "Components")
shall be the amounts and components composing the ECU as of the last date on
which the ECU was used as the unit of account of the EC.  The equivalent of
the ECU in the Chosen Currency shall be calculated by, first, aggregating the
U.S. dollar equivalents of the Components; and then, in the case of a Chosen
Currency other than U.S. dollars, using the rate used for determining the U.S.
dollar equivalent of the Components in the Chosen Currency as set forth below,
calculating the equivalent in the Chosen Currency of such aggregate amount in
U.S. dollars.

               The U.S. dollar equivalent of each of the Components shall be
determined by, or on behalf of, the Exchange Rate Agent on the basis of the
middle spot delivery quotations prevailing at 2:30 p.m., London time, on the
Day of Valuation, as obtained by, or on behalf of, the Exchange Rate Agent
from one or more major banks, as selected by the Issuer, in the country of
issue of the component currency in question.

               If for any reason no direct quotations are available for a
Component as of a Day of Valuation from any of the banks selected for this
purpose, in computing the U.S. dollar equivalent of such Component, the
Exchange Rate Agent shall (except as provided below) use the most recent
direct quotations for such Component obtained by it or on its behalf; provided
that such quotations were prevailing in the country of issue not more than two
Business Days before such Day of Valuation.  If such most recent quotations
were so prevailing more than two Business Days in the country of issue before
such Day of Valuation, the Exchange Rate Agent shall determine the U.S. dollar
equivalent of such Component on the basis of cross rates derived from the
middle spot delivery quotations for such component currency and for the U.S.
dollar prevailing at 2:30 p.m., London time, on such Day of Valuation, as
obtained by, or on behalf of, the Exchange Rate Agent from one or more major
banks, as selected by the Issuer, in a country other than the country of issue
of such component currency.  Notwithstanding the foregoing, the Exchange Rate
Agent shall determine the U.S. dollar equivalent of such Component on the
basis of such cross rates if the Issuer or such agent judges that the
equivalent so calculated is more representative than the U.S. dollar
equivalent calculated as provided in the first sentence of this paragraph.
Unless otherwise specified by the Issuer, if there is more than one market for
dealing in any component currency by reason of foreign exchange regulations or
for any other reason, the market to be referred to in respect of such currency
shall be that upon which a non-resident issuer of notes denominated in such
currency would purchase such currency in order to make payments in respect of
such securities.

               Payments in the Chosen Currency will be made at the specified
office of a paying agent in the country of the Chosen Currency, or, if none,
or at the option of the holder, at the specified office of any Paying Agent
either by a check drawn on, or by transfer to an account maintained by the
holder with, a bank in the principal financial center of the country of the
Chosen Currency.

               All determinations referred to above made by, or on behalf of,
the Issuer or by, or on behalf of, the Exchange Rate Agent shall be at its
sole discretion and shall, in the absence of manifest error, be conclusive for
all purposes and binding on holders of this Note.

               So long as this Note shall be outstanding, the Issuer will
cause to be maintained an office or agency for the payment of the principal of
and premium, if any, and interest on this Note as herein provided.  If this
Note is listed on The International Stock Exchange of the United Kingdom and
the Republic of Ireland Limited and such Exchange so requires, the Issuer
shall maintain a Paying Agent in London.  The Issuer may designate other
agencies for the payment of said principal, premium and interest at such place
or places outside the United States (subject to applicable laws and
regulations) as the Issuer may decide.  So long as there shall be such an
agency, the Issuer shall keep the Trustee advised of the names and locations
of such agencies, if any are so designated.

               With respect to moneys paid by the Issuer and held by the
Trustee or any Paying Agent for payment of the principal of or interest or
premium, if any, on any Notes that remain unclaimed at the end of two years
after such principal, interest or premium shall have become due and payable
(whether at maturity or upon call for redemption or otherwise), (i) the
Trustee or such Paying Agent shall notify the holders of such Notes that such
moneys shall be repaid to the Issuer and any person claiming such moneys shall
thereafter look only to the Issuer for payment thereof and (ii) such moneys
shall be so repaid to the Issuer.  Upon such repayment all liability of the
Trustee or such Paying Agent with respect to such moneys shall thereupon cease,
without, however, limiting in any way any obligation that the Issuer may have
to pay the principal of or interest or premium, if any, on this Note as the
same shall become due.

               No provision of this Note or of the Senior Indenture shall
alter or impair the obligation of the Issuer, which is absolute and
unconditional, to pay the principal of, premium, if any, and interest on this
Note at the time, place, and rate, and in the coin or currency, herein
prescribed unless otherwise agreed between the Issuer and the holder of this
Note.

               The Issuer, the Trustee and any agent of the Issuer or the
Trustee may treat the holder of this Note as the owner hereof for all
purposes, whether or not this Note be overdue, and none of the Issuer, the
Trustee or any such agent shall be affected by notice to the contrary.

               No recourse shall be had for the payment of the principal of,
premium, if any, or the interest on this Note for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Senior Indenture
or any indenture supplemental thereto, against any incorporator, shareholder,
officer or director, as such, past, present or future, of the Issuer or of any
successor corporation, either directly or through the Issuer or any successor
corporation, whether by virtue of any constitution, statute or rule of law or
by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.

               This Note shall for all purposes be governed by, and construed
in accordance with, the laws of the State of New York.

               As used herein:

               (a)  the term "Business Day" means any day, other than a
Saturday or Sunday, that is neither a legal holiday nor a day on which banking
institutions are authorized or required by law or regulation to close in The
City of New York or in the City of London and (i) if this Note is denominated
in a Specified Currency other than U.S. dollars, Australian dollars or ECUs,
in the principal financial center of the country of the Specified Currency,
(ii) if this Note is denominated in Australian dollars, in Sydney and (iii) if
this Note is denominated in ECUs, that is not a non-ECU clearing day, as
determined by the ECU Banking Association in Paris;

               (b)  the term "Market Exchange Rate" means the noon U.S. dollar
buying rate in The City of New York for wire transfers of the Specified
Currency indicated on the face hereof as certified for customs purposes by the
Federal Reserve Bank of New York;

               (c)  the term "Notices" refers to notices to the holders of the
Notes to be given by publication in an authorized newspaper in the English
language and of general circulation in the Borough of Manhattan, The City of
New York, and London or, if publication in London is not practical, in an
English language newspaper with general circulation in Western Europe.  Such
publication is expected to be made in the Wall Street Journal and the Financial
Times.  Such Notices will be deemed to have been given on the date of such
publication, or if published in such newspapers on different dates, on the
date of the first such publication;

               (d)  the term "United States" means the United States of
America (including the States and the District of Columbia), its territories,
its possessions and other areas subject to its jurisdiction; and

               (e)  the term "United States Alien" means any person who, for
United States federal income tax purposes, is a foreign corporation, a
non-resident alien individual, a non-resident alien fiduciary of a foreign
estate or trust, or a foreign partnership, one or more of the members of which
is a foreign corporation, a non-resident alien individual or a non-resident
alien fiduciary of a foreign estate or trust.

               All other terms used in this Note which are defined in the
Senior Indenture and not otherwise defined herein shall have the meanings
assigned to them in the Senior Indenture.


                           OPTION TO ELECT REPAYMENT


                       The undersigned hereby irrevocably requests and
instructs the Issuer to repay the within Note (or portion thereof specified
below) pursuant to its terms at a price equal to the principal amount thereof,
together with interest to the Optional Repayment Date, to the undersigned at

___________________________________________________________________________

___________________________________________________________________________

___________________________________________________________________________
                          (Please print or typewrite
                     name and address of the undersigned)


               If less than the entire principal amount of the within Note is
to be repaid, specify the portion thereof which the holder elects to have
repaid:  __________________; and specify the denomination or denominations
(which shall not be less than the minimum authorized denomination) of the
Notes to be issued to the holder for the portion of the within Note not being
repaid (in the absence of any such specification, one such Note will be issued
for the portion not being repaid): ____________________________.


Dated:______________________            ___________________________



                                                                   SCHEDULE A


              EXCHANGES FOR DEFINITIVE BEARER NOTES, DEFINITIVE
           REGISTERED NOTES AND FROM TEMPORARY GLOBAL BEARER NOTE,
                          REDEMPTIONS AND REPAYMENTS


               The initial principal amount of this Note is ______________.
The following (A) exchanges of (i) portions of this Note for Definitive Bearer
Notes or Registered Notes and (ii) portions of a Temporary Global Bearer Note
for an interest in this Note or (B) (x) redemptions at the option of the
Issuer or (y) repayments at the option of the holder have been made:





                                                                                              Remaining
                Principal       Principal       Principal                                     Principal
                Amount          Amount          Amount          Prinicpal      Principal      Amount            Notation
                Exchanged       Exchanged       Exchange        Amount         Amount         Outstanding       Made by
Date of         From            From            For             Redeemed       Repaid         Following Such    or on
Exchange,       Temporary       Definitive      Definitive      at the         at the         Exchange,         behalf of
Redemption,     Global          Bearer          Registered      option of      option of      Redemption or     Paying
or Repayment    Notes           Notes           Notes           the Issuer     the Holder     Repayment         Agent
- ------------    ------------    ------------    ------------    ------------   ------------   ------------      ------------
                                                                                           

- ------------    ------------    ------------    ------------    ------------   ------------   ------------      ------------

- ------------    ------------    ------------    ------------    ------------   ------------   ------------      ------------

- ------------    ------------    ------------    ------------    ------------   ------------   ------------      ------------

- ------------    ------------    ------------    ------------    ------------   ------------   ------------      ------------

- ------------    ------------    ------------    ------------    ------------   ------------   ------------      ------------

- ------------    ------------    ------------    ------------    ------------   ------------   ------------      ------------

- ------------    ------------    ------------    ------------    ------------   ------------   ------------      ------------

- ------------    ------------    ------------    ------------    ------------   ------------   ------------      ------------

- ------------    ------------    ------------    ------------    ------------   ------------   ------------      ------------

- ------------    ------------    ------------    ------------    ------------   ------------   ------------      ------------

- ------------    ------------    ------------    ------------    ------------   ------------   ------------      ------------

EX-4.S

                                                                 EXHIBIT 4-s




                          [FORM OF FACE OF SECURITY]


                      Euro Fixed Rate Senior Bearer Note

BEARER                                             BEARER
No. EFXRB                                          [PRINCIPAL AMOUNT]


[COMMERCIAL PAPER ISSUED IN ACCORDANCE WITH REGULATIONS MADE UNDER SECTION 4
OF THE UNITED KINGDOM BANKING ACT 1987.](*)

[MEDIUM TERM NOTE ISSUED IN ACCORDANCE WITH REGULATIONS MADE UNDER SECTION 4
OF THE UNITED KINGDOM BANKING ACT 1987.](**)

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE UNITED STATES INTERNAL REVENUE
CODE.

IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "ORIGINAL YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE APPROXIMATE METHOD) SET FORTH
BELOW HAVE BEEN COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL
INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.

THIS NOTE HAS NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES AND
EXCHANGE LAW OF JAPAN.  THIS NOTE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF JAPAN
(WHICH TERM AS USED HEREIN MEANS ANY PERSON RESIDENT IN JAPAN INCLUDING ANY
CORPORATION OR OTHER ENTITY ORGANIZED UNDER THE LAWS OF JAPAN) OR TO OTHERS
FOR THE RE-OFFERING OR RE-SALE, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO A
RESIDENT OF JAPAN EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF, AND OTHERWISE IN COMPLIANCE WITH, THE SECURITIES AND EXCHANGE
LAW OF JAPAN AND OTHER RELEVANT LAWS AND REGULATIONS OF JAPAN.

IF THIS NOTE IS DENOMINATED IN JAPANESE YEN, IT SHALL HAVE A MATURITY OF NOT
LESS THAN ONE YEAR AND IT MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY,
IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT IN JAPAN PRIOR TO THE DATE
WHICH IS 90 DAYS AFTER THE SETTLEMENT DATE WITH RESPECT TO THIS NOTE.  IF (i)
INTEREST PAYMENTS ON THIS NOTE ARE DENOMINATED IN JAPANESE YEN AND PRINCIPAL
PAYMENTS ARE DENOMINATED IN A CURRENCY OR CURRENCY UNIT OTHER THAN JAPANESE
YEN OR (ii) PRINCIPAL PAYMENTS ON THIS NOTE ARE DENOMINATED IN JAPANESE YEN
AND INTEREST PAYMENTS ARE DENOMINATED IN A CURRENCY OR CURRENCY UNIT OTHER
THAN JAPANESE YEN, THIS NOTE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF JAPAN PRIOR
TO THE DATE WHICH IS 180 DAYS AFTER THE SETTLEMENT DATE WITH RESPECT TO THIS
NOTE.
________________
     (*)Applies only if this Note is denominated in pounds sterling and
matures not more than one year from and including the Original Issue Date.

     (**)Applies only if this Note is denominated in pounds sterling and
matures more than one year and not more than five years from and including
the Original Issue Date.





                           MORGAN STANLEY GROUP INC.

           SENIOR GLOBAL MEDIUM-TERM NOTE, SERIES [D/E] (Fixed Rate)


ORIGINAL            INITIAL REDEMPTION   INTEREST RATE:     MATURITY
ISSUE DATE:         DATE:                                   DATE:

INTEREST            INITIAL REDEMPTION   INTEREST PAYMENT   OPTIONAL
ACCRUAL DATE:       PERCENTAGE:          DATE:              REPAYMENT
                                                            DATE(S):

TOTAL AMOUNT        ANNUAL REDEMPTION    APPLICABILITY OF
OF OID:             PERCENTAGE           MODIFIED PAYMENT   MINIMUM
                    REDUCTION:           UPON ACCELERATION  DENOMINA-
                                         OR REDEMPTION:     TIONS:

ORIGINAL YIELD      INITIAL ACCRUAL      If yes, state      SPECIFIED
TO MATURITY:        PERIOD OID:          Issue Price:       CURRENCY:

COMMON CODE:                                                OTHER
                                                            PROVISIONS:
ISIN:


               Morgan Stanley Group Inc., a Delaware corporation (together
with its successors and assigns, the "Issuer"), for value received, hereby
promises to pay to bearer, upon surrender hereof, the principal sum of
, on the Maturity Date specified above (except to the extent previously
redeemed or repaid) and to pay interest thereon to the bearer of the coupons,
if any, appertaining hereto (the "Coupons") as they severally mature, at the
Interest Rate per annum specified above from the Interest Accrual Date
specified above until the principal hereof is paid or duly made available for
payment (except as provided below), annually in arrears on the Interest
Payment Date specified above in each year commencing on the Interest Payment
Date next succeeding the Interest Accrual Date specified above, and at
maturity (or on any redemption or repayment date); provided, however, that if
the Interest Accrual Date occurs fifteen days or less prior to the first
Interest Payment Date occurring after the Interest Accrual Date, interest
payments will commence on the second Interest Payment Date succeeding the
Interest Accrual Date.

               Interest on this Note will accrue from the most recent Interest
Payment Date to which interest has been paid or duly provided for, or, if no
interest has been paid or duly provided for, from the Interest Accrual Date,
until the principal hereof has been paid or duly made available for payment
(except as provided below).  The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, subject to certain
exceptions described herein, be paid to the holder of the appropriate Coupon
upon presentment and surrender at the office of a Paying Agent referred to in
the next succeeding paragraph.

               Payment of the principal of this Note, any premium and the
interest due at maturity (or on any redemption or repayment date) will be made
upon presentation and surrender of this Note and any Coupons (and, in the case
of redemption or repayment, any Coupon yet unmatured) at the office or agency
of the Principal Paying Agent, as defined on the reverse hereof, or at the
office or agency of such paying agents listed on the reverse of each Coupon
and at the office or agency of such other paying agents outside the United
States (this and certain other capitalized terms used herein are defined on
the reverse of this Note) as the Issuer may determine for that purpose (each,
a "Paying Agent," which term shall include the Principal Paying Agent).

               Payment of the principal of and premium, if any, and interest
on this Note will be made in the Specified Currency indicated above, except as
provided on the reverse hereof.   If this Note is denominated in U.S. dollars,
any payment of the principal of, premium, if any, and interest on this Note
will be made in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts.
Such payments on this Note will be made either by a check mailed to an address
outside the United States furnished by the payee or, at the option of the
payee and subject to applicable laws and regulations and the procedures of the
Paying Agent, by wire transfer of immediately available funds to an account
maintained by the payee with a bank located outside the United States if
appropriate wire transfer instructions have been received by the Paying Agent
not less than 15 calendar days prior to the applicable payment date.
Notwithstanding the foregoing, in the event that payment in U.S. dollars of
the full amount payable on this Note at the offices of all Paying Agents would
be illegal or effectively precluded as a result of exchange controls or
similar restrictions, payment on this Note will be made by a paying agency in
the Borough of Manhattan, The City of New York, if such paying agency, under
applicable law and regulations, would be able to make such payment.  If this
Note is denominated in a Specified Currency other than U.S. dollars, then,
except as provided on the reverse hereof, payment of the principal of and
premium, if any, and interest on this Note will be made in such Specified
Currency either by a check drawn on a bank outside the United States or, at
the option of the payee and subject to applicable laws and regulations and the
procedures of the Paying Agent, by wire transfer of immediately available
funds to an account maintained by the payee with a bank located outside the
United States.

               Reference is hereby made to the further provisions of this Note
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

               Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature,
this Note shall not be entitled to any benefit under the Senior Indenture, as
defined on the reverse hereof, or be valid or obligatory for any purpose.


               IN WITNESS WHEREOF, the Issuer has caused this Note to be duly
executed under its corporate seal.



DATED:                           MORGAN STANLEY GROUP INC.



                                 By _____________________________
                                    Title:



                             TRUSTEE'S CERTIFICATE
                               OF AUTHENTICATION

               This is one of the Notes referred to in the within-mentioned
Senior Indenture.

                                 CHEMICAL BANK,
                                   as Trustee



                                 By _____________________________
                                          Authorized Officer



                         [FORM OF REVERSE OF SECURITY]

               This Note is one of a duly authorized issue of Senior Global
Medium-Term Notes, Series [D/E], having maturities more than nine months from
the date of issue (the "Notes") of the Issuer.  The Notes are issuable under a
Senior Indenture, dated as of April 15, 1989, as supplemented by a First
Supplemental Indenture dated as of May 15, 1991 (as so supplemented, the
"Senior Indenture"), between the Issuer and Chemical Bank, as Trustee (the
"Trustee," which term includes any successor trustee under the Senior
Indenture), to which Senior Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities of the Issuer, the Trustee and holders of the
Notes or Coupons and the terms upon which the Notes are, and are to be,
authenticated and delivered.   The Issuer has appointed Chemical Bank, London
Branch, as its principal paying agent for the Notes and the Coupons (the
"Principal Paying Agent," which term includes any additional or successor
Principal Paying Agent appointed by the Issuer).  The terms of individual
Notes may vary with respect to interest rates, interest rate formulas, issue
dates, maturity dates, or otherwise, all as provided in the Senior Indenture.
To the extent not inconsistent herewith, the terms of the Senior Indenture are
hereby incorporated by reference herein.

               If this Note is denominated in pounds sterling, the Issuer
represents that it is not an authorized institution (for purposes of the
United Kingdom Banking Act 1987) and repayment of the principal of, and
payment of any interest or premium on, this Note has not been guaranteed, that
it has complied with its obligations under the listing rules of The
International Stock Exchange of the United Kingdom and the Republic of Ireland
Limited (the "Rules") and that, since the last publication in compliance with
the Rules of information about it, it, having made all reasonable inquiries,
has not become aware of any change in circumstances which could reasonably be
regarded as significantly and adversely affecting its ability to meet its
obligations in respect of the Notes as they fall due.

               This Note will not be subject to any sinking fund and, unless
otherwise provided on the face hereof in accordance with the provisions of the
following two paragraphs and except as set forth below, will not be redeemable
or subject to repayment at the option of the holder prior to maturity.

               If so indicated on the face of this Note, this Note may be
redeemed in whole or in part at the option of the Issuer on or after the
Initial Redemption Date specified on the face hereof on the terms set forth on
the face hereof, together with interest accrued and unpaid hereon to the date
of redemption (except as provided below).  If this Note is subject to "Annual
Redemption Percentage Reduction," the Initial Redemption Percentage indicated
on the face hereof will be reduced on each anniversary of the Initial
Redemption Date by the Annual Redemption Percentage Reduction specified on the
face hereof until the redemption price of this Note is 100% of the principal
amount hereof, together with interest accrued and unpaid hereon to the date
of redemption (except as provided below).  Notice of redemption shall be
mailed to the holders of the Notes designated for redemption who have filed
their names and addresses with the Principal Paying Agent, not less than 30
nor more than 60 days prior to the date fixed for redemption, subject to all
the conditions and provisions of the Senior Indenture.   Notice of redemption
to all other holders of Notes shall be published in the manner set forth in
"Notices" as defined below, once in each of the three successive calendar
weeks, the first publication to be not less than 30 nor more than 60 days
prior to the date set for redemption.  In the event of redemption of this Note
in part only, a new Note or Notes for the amount of the unredeemed portion
hereof shall be issued upon the cancellation hereof.  If redeemed prior to
maturity, this Note must be presented for payment together with all unmatured
Coupons, if any, appertaining hereto, failing which the amount of any missing
unmatured Coupon will be deducted from the sum due for payment; provided,
however, that such deduction may be waived by the Issuer and the Principal
Paying Agent if there is furnished to each of them such security or indemnity
as they may require.

               If so indicated on the face of this Note, this Note will be
subject to repayment at the option of the holder on the Optional Repayment
Date or Dates specified on the face hereof on the terms set forth herein.   On
any Optional Repayment Date, this Note will be repayable in whole or in part
in increments of $1,000 or, if this Note is denominated in a Specified
Currency other than U.S. dollars, in increments of 1,000 units of such
Specified Currency (provided that any remaining principal amount hereof shall
not be less than the minimum authorized denomination hereof) at the option of
the holder hereof at a price equal to 100% of the principal amount to be
repaid, together with interest accrued and unpaid hereon to the date of
repayment (except as provided below).   For this Note to be repaid at the
option of the holder hereof, the Principal Paying Agent must receive at its
office in London, at least 15 but not more than 30 days prior to the date of
repayment, (i) this Note with the form entitled "Option to Elect Repayment"
below duly completed, together with any unmatured Coupons appertaining hereto,
or (ii) a telegram, telex, facsimile transmission or a letter from a member of
a national securities exchange or the National Association of Securities
Dealers, Inc. or a commercial bank or a trust company in the United States,
Western Europe or Japan setting forth the name of the holder of this Note, the
principal amount hereof, the certificate number of this Note or a description
of this Note's tenor and terms, the principal amount hereof to be repaid, a
statement that the option to elect repayment is being exercised thereby and a
guarantee that this Note, together with the form entitled "Option to Elect
Repayment" duly completed, together with any unmatured Coupons appertaining
hereto, will be received by the Principal Paying Agent not later than the fifth
Business Day after the date of such telegram, telex, facsimile transmission or
letter; provided, that such telegram, telex, facsimile transmission or letter
shall only be effective if this Note, together with any unmatured Coupons
appertaining hereto, and form duly completed are received by the Principal
Paying Agent by such fifth Business Day.  Exercise of such repayment option by
the holder hereof shall be irrevocable.  In the event of repayment of this
Note in part only, a new Note or Notes for the amount of the unpaid portion
hereof shall be issued upon the cancellation hereof.

               Interest payments on this Note will include interest accrued to
but excluding the Interest Payment Dates or the Maturity Date (or any earlier
redemption or repayment date), as the case may be.  Interest payments for this
Note will be computed and paid on the basis of a 360-day year of twelve 30-day
months.

               In the case where the Interest Payment Date or the Maturity
Date (or any redemption or repayment date) does not fall on a Business Day,
payment of interest, premium, if any, or principal otherwise payable on such
date need not be made on such date, but may be made on the next succeeding
Business Day with the same force and effect as if made on the Interest Payment
Date or on the Maturity Date (or any redemption or repayment date), and no
interest on such payment shall accrue for the period from and after the
Interest Payment Date or the Maturity Date (or any redemption or repayment
date) to such next succeeding Business Day.

               This Note and the Coupons and all the obligations of the Issuer
hereunder are direct, unsecured obligations of the Issuer and rank without
preference or priority among themselves and pari passu with all other existing
and future unsecured and unsubordinated indebtedness of the Issuer, subject to
certain statutory exceptions in the event of liquidation upon insolvency.

               This Note is issued in definitive bearer form with Coupons
attached (a "Definitive Bearer Note") and is issuable only in the minimum
denominations set forth on the face hereof or any amount in excess thereof
which is an integral multiple of 1,000 units of the Specified Currency set
forth on the face hereof.   Notes also are issuable in global bearer form
without Coupons (the "Global Bearer Notes" and, together with the Definitive
Bearer Notes, the "Bearer Notes") or in definitive registered form (the
"Registered Notes"), in each case, only in the minimum denominations set forth
on the face thereof or any amount in excess thereof which is an integral
multiple of 1,000 units of the Specified Currency set forth on the face
thereof.

               This Note and the Coupons may be transferred by delivery.  At
the option of the holder of this Note, and subject to the terms of the Senior
Indenture, this Note (with all unmatured Coupons, and all matured Coupons, if
any, in default) will be exchanged for a Registered Note of any authorized
denomination of like tenor and in an equal aggregate principal amount, in
accordance with the provisions of the Senior Indenture, at the office of the
Trustee in The City of New York (which initially has been appointed registrar
and transfer agent for the Notes) or at the office of the Principal Paying
Agent in London (which initially has been appointed transfer agent for the
Notes), or at the office of any transfer agent designated by the Issuer for
such purpose.   If this Note is surrendered in exchange for a Registered Note
after the close of business at any such office on any record date (whether or
not a Business Day) for the payment of interest on such Registered Note and
before the opening of business at such office on the relevant Interest Payment
Date, this Note shall be surrendered without the Coupon relating to such
Interest Payment Date.   All such exchanges of Notes and Coupons will be free
of service charge, but the Issuer may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

               None of the Issuer, the Trustee or any agent of the Issuer or
the Trustee shall be required to exchange this Note for a Registered Note if
such exchange would result in adverse United States Federal income tax
consequences to the Issuer under then applicable United States federal income
tax laws.

               The Company will not be required (i) to exchange any Bearer
Note to be redeemed for a period of fifteen calendar days preceding the
first publication of the relevant notice of redemption or (ii) to exchange
any Bearer Note selected for redemption or surrendered for optional
repayment, except that such Bearer Note may be exchanged for a Registered
Note of like tenor, provided that such Registered Note shall be
simultaneously surrendered for redemption or repayment, as the case may be.

               In case any Note or Coupon shall at any time become
mutilated, defaced or be destroyed, lost or stolen and such Note or Coupon
or evidence of the loss, theft or destruction thereof (together with the
indemnity hereinafter referred to and such other documents or proof as may
be required in the premises) shall be delivered to the Trustee, a new Note
of like tenor, with Coupons corresponding to the Coupons appertaining to
the Note so mutilated, defaced, destroyed, lost or stolen or to the Note to
which such mutilated, defaced, destroyed, lost or stolen Coupon
appertained, will be issued by the Issuer in exchange for the Note so
mutilated or defaced, or in lieu of the Note so destroyed or lost or stolen
or in exchange for the Note to which such mutilated, defaced, destroyed,
lost or stolen Coupon appertained, but, in the case of any destroyed or
lost or stolen Note or Coupon, only upon receipt of evidence satisfactory
to the Trustee and the Issuer that such Note or Coupon was destroyed or
lost or stolen and, if required, upon receipt also of indemnity
satisfactory to each of them.  All expenses and reasonable charges
associated with procuring such indemnity and with the preparation,
authentication and delivery of a new Note and Coupons, if any, shall be
borne by the owner of the Note or Coupon mutilated, defaced, destroyed,
lost or stolen.

               The Senior Indenture provides that, (a) if an Event of Default
(as defined in the Senior Indenture) due to the default in payment of
principal of, premium, if any, or interest on, any series of debt securities
issued under the Senior Indenture, including the series of Senior Global
Medium-Term Notes of which this Note forms a part, or due to the default in
the performance or breach of any other covenant or warranty of the Issuer
applicable to the debt securities of such series but not applicable to all
outstanding debt securities issued under the Senior Indenture shall have
occurred and be continuing, either the Trustee or the holders of not less than
25% in principal amount of the debt securities of each affected series (voting
as a single class) may then declare the principal of all debt securities of
all such series and interest accrued thereon to be due and payable immediately
and (b) if an Event of Default due to a default in the performance of any
other of the covenants or agreements in the Senior Indenture applicable to all
outstanding debt securities issued thereunder, including this Note, or due to
certain events of bankruptcy, insolvency and reorganization of the Issuer,
shall have occurred and be continuing, either the Trustee or the holders of
not less than 25% in principal amount of all debt securities issued under the
Senior Indenture then outstanding (treated as one class) may declare the
principal of all such debt securities and interest accrued thereon to be due
and payable immediately, but upon certain conditions such declarations may be
annulled and past defaults may be waived (except a continuing default in
payment of principal (or premium, if any) or interest on such debt securities)
by the holders of a majority in principal amount of the debt securities of all
affected series then outstanding.

               If the face hereof indicates that this Note is subject to
"Modified Payment upon Acceleration or Redemption," then (i) if the principal
hereof is declared to be due and payable as described in the preceding
paragraph, the amount of principal due and payable with respect to this Note
shall be limited to the aggregate principal amount hereof multiplied by the
sum of the Issue Price specified on the face hereof (expressed as a percentage
of the aggregate principal amount) plus the original issue discount amortized
from the Interest Accrual Date to the date of declaration, which amortization
shall be calculated using the "interest method" (computed in accordance with
generally accepted accounting principles in effect on the date of declaration),
(ii) for the purpose of any vote of securityholders taken pursuant to the
Senior Indenture prior to the acceleration of payment of this Note, the
principal amount hereof shall equal the amount that would be due and payable
hereon, calculated as set forth in clause (i) above, if this Note were
declared to be due and payable on the date of any such vote and (iii) for the
purpose of any vote of securityholders taken pursuant to the Senior Indenture
following the acceleration of payment of this Note, the principal amount
hereof shall equal the amount of principal due and payable with respect to
this Note, calculated as set forth in clause (i) above.

               This Note may be redeemed, as a whole, at the option of the
Issuer at any time prior to maturity, upon the giving of a notice of
redemption as described below, at a redemption price equal to 100% of the
principal amount hereof, together with accrued interest to the date fixed for
redemption (except that if this Note is subject to "Modified Payment upon
Acceleration or Redemption," such redemption price would be limited to the
aggregate principal amount hereof multiplied by the sum of the Issue Price
specified on the face hereof (expressed as a percentage of the aggregate
principal amount) plus the original issue discount amortized from the Interest
Accrual Date to the date of redemption, which amortization shall be calculated
using the "interest method" (computed in accordance with generally accepted
accounting principles in effect on the date of redemption) (the "Amortized
Amount")), if the Issuer determines that, as a result of any change in or
amendment to the laws (or any regulations or rulings promulgated thereunder)
of the United States or of any political subdivision or taxing authority
thereof or therein affecting taxation, or any change in official position
regarding the application or interpretation of such laws, regulations or
rulings, which change or amendment becomes effective on or after the Original
Issue Date hereof, the Issuer has or will become obligated to pay Additional
Amounts (as defined below) with respect to the Notes as described below.
Prior to the giving of any Notice of redemption pursuant to this paragraph,
the Issuer shall deliver to the Trustee (i) a certificate stating that the
Issuer is entitled to effect such redemption and setting forth a statement of
facts showing that the conditions precedent to the right of the Issuer to so
redeem have occurred, and (ii) an opinion of independent counsel satisfactory
to the Trustee to such effect based on such statement of facts; provided that
no such notice of redemption shall be given earlier than 60 days prior to the
earliest date on which the Issuer would be obligated to pay such Additional
Amounts if a payment in respect of this Note were then due.

               Notice of redemption will be given not less than 30 nor more
than 60 days prior to the date fixed for redemption, which date and the
applicable redemption price will be specified in the Notice.

               If the Issuer shall determine that any payment made outside the
United States by the Issuer or any Paying Agent of principal, premium or
interest due in respect of this Note or any Coupon would, under any present or
future laws or regulations of the United States, be subject to any
certification, identification or other information reporting requirement of
any kind, the effect of which is the disclosure to the Issuer, any Paying
Agent or any governmental authority of the nationality, residence or identity
of a beneficial owner of this Note or any Coupon who is a United States Alien
(as defined below) (other than such a requirement (a) that would not be
applicable to a payment made by the Issuer or any Paying Agent (i) directly
to the beneficial owner or (ii) to a custodian, nominee or other agent of the
beneficial owner, or (b) that can be satisfied by such custodian, nominee or
other agent certifying to the effect that such beneficial owner is a United
States Alien; provided that in each case referred to in clauses (a)(ii) and
(b) payment by such custodian, nominee or agent to such beneficial owner is
not otherwise subject to any such requirement), the Issuer shall redeem this
Note, as a whole, at a redemption price equal to 100% of the principal amount
thereof (except that if this Note is subject to "Modified Payment upon
Acceleration or Redemption," such redemption price would be limited to the
aggregate principal amount hereof multiplied by the sum of the Issue Price
specified on the face hereof (expressed as a percentage of the aggregate
principal amount) plus the Amortized Amount), together with accrued interest
to the date fixed for redemption, or, at the election of the Issuer if the
conditions of the next succeeding paragraph are satisfied, pay the additional
amounts specified in such paragraph.  The Issuer shall make such determination
and election as soon as practicable, shall promptly notify the Trustee thereof
and shall publish prompt notice thereof (the "Determination Notice") stating
the effective date of such certification, identification or other information
reporting requirements, whether the Issuer will redeem this Note or has
elected to pay the additional amounts specified in the next succeeding
paragraph, and (if applicable) the last date by which the redemption of this
Note must take place, as provided in the next succeeding sentence.  If the
Issuer redeems this Note, such redemption shall take place on such date, not
later than one year after the publication of the Determination Notice, as the
Issuer shall elect by notice to the Trustee at least 60 days prior to the date
fixed for redemption.  Notice of such redemption of this Note will be given to
the holder of this Note not more than 60 nor less than 30 days prior to the
date fixed for redemption.   Such redemption notice shall include a statement
as to the last date by which this Note to be redeemed may be exchanged for
Registered Notes.   Notwithstanding the foregoing, the Issuer shall not so
redeem this Note if the Issuer shall subsequently determine, not less than 30
days prior to the date fixed for redemption, that subsequent payments would
not be subject to any such requirement, in which case the Issuer shall publish
prompt notice of such determination and any earlier redemption notice shall be
revoked and of no further effect.   The right of the holder of this Note to
exchange this Note for Registered Notes will terminate at the close of
business of the Principal Paying Agent on the fifteenth day prior to the date
fixed for redemption, and no further exchanges of this Note for Registered
Notes shall be permitted.

               If and so long as the certification, identification or other
information reporting requirements referred to in the preceding paragraph
would be fully satisfied by payment of a backup withholding tax or similar
charge, the Issuer may elect by notice to the Trustee to pay as additional
amounts such amounts as may be necessary so that every net payment made
outside the United States following the effective date of such requirements by
the Issuer or any Paying Agent of principal, premium or interest due in
respect of this Note or any Coupon of which the beneficial owner is a United
States Alien (but without any requirement that the nationality, residence or
identity of such beneficial owner be disclosed to the Issuer, any Paying Agent
or any governmental authority, with respect to the payment of such additional
amounts), after deduction or withholding for or on account of such backup
withholding tax or similar charge (other than a backup withholding tax or
similar charge that (i) would not be applicable in the circumstances referred
to in the second parenthetical clause of the first sentence of the preceding
paragraph, or (ii) is imposed as a result of presentation of this Note or
Coupon for payment more than 15 days after the date on which such payment
becomes due and payable or on which payment thereof is duly provided for,
whichever occurs later), will not be less than the amount provided for in this
Note or any Coupon to be then due and payable.   In the event the Issuer elects
to pay any additional amounts pursuant to this paragraph, the Issuer shall
have the right to redeem this Note as a whole at any time pursuant to the
applicable provisions of the immediately preceding paragraph and the
redemption price of this Note will not be reduced for applicable withholding
taxes.  If the Issuer elects to pay additional amounts pursuant to this
paragraph and the condition specified in the first sentence of this paragraph
should no longer be satisfied, then the Issuer will redeem this Note as a
whole, pursuant to the applicable provisions of the immediately preceding
paragraph.

               The Issuer will, subject to certain exceptions and limitations
set forth below, pay such additional amounts (the "Additional Amounts") to the
holder of this Note or any Coupon who is a United States Alien as may be
necessary in order that every net payment of the principal of and interest on
this Note and any other amounts payable on this Note, after withholding for or
on account of any present or future tax, assessment or governmental charge
imposed upon or as a result of such payment by the United States (or any
political subdivision or taxing authority thereof or therein), will not be
less than the amount provided for in this Note or any Coupon to be then due
and payable.  The Issuer will not, however, be required to make any payment of
Additional Amounts to any such holder for or on account of:


               (a)  any such tax, assessment or other governmental charge that
         would not have been so imposed but for (i) the existence of any
         present or former connection between such holder (or between a
         fiduciary, settlor, beneficiary, member or shareholder of such
         holder, if such holder is an estate, a trust, a partnership or a
         corporation) and the United States, including, without limitation,
         such holder (or such fiduciary, settlor, beneficiary, member or
         shareholder) being or having been a citizen or resident thereof or
         being or having been engaged in a trade or business or present
         therein or having, or having had, a permanent establishment therein
         or (ii) the presentation by the holder of this Note or Coupon, if
         any, for payment on a date more than 15 days after the date on which
         such payment became due and payable or the date on which payment
         thereof is duly provided for, whichever occurs later;

               (b)  any estate, inheritance, gift, sales, transfer or personal
         property tax or any similar tax, assessment or governmental charge;

               (c)  any tax, assessment or other governmental charge imposed
         by reason of such holder's past or present status as a personal
         holding company or foreign personal holding company or controlled
         foreign corporation or passive foreign investment company with
         respect to the United States or as a corporation which accumulates
         earnings to avoid United States federal income tax or as a private
         foundation or other tax-exempt organization;

               (d)  any tax, assessment or other governmental charge that is
         payable otherwise than by withholding from payments on or in respect
         of this Note or any Coupon;

               (e)  any tax, assessment or other governmental charge required
         to be withheld by any Paying Agent from any payment of principal of,
         or interest on, this Note, if such payment can be made without such
         withholding by any other Paying Agent in a city in Western Europe;

               (f)  any tax, assessment or other governmental charge that
         would not have been imposed but for the failure to comply with
         certification, information or other reporting requirements concerning
         the nationality, residence or identity of the holder or beneficial
         owner of this Note or any Coupon, if such compliance is required by
         statute or by regulation of the United States or of any political
         subdivision or taxing authority thereof or therein as a precondition
         to relief or exemption from such tax, assessment or other
         governmental charge;

               (g)  any tax, assessment or other governmental charge imposed
         by reason of such holder's past or present status as the actual or
         constructive owner of 10% or more of the total combined voting power
         of all classes of stock entitled to vote of the Issuer or as a direct
         or indirect subsidiary of the Issuer; or

               (h)  any combination of items (a), (b), (c), (d), (e), (f) or
         (g);


nor shall Additional Amounts be paid with respect to any payment on this
Note or any Coupon to a United States Alien who is a fiduciary or
partnership or other than the sole beneficial owner of such payment to the
extent such payment would be required by the laws of the United States (or
any political subdivision thereof) to be included in the income, for tax
purposes, of a beneficiary or settlor with respect to such fiduciary or a
member of such partnership or a beneficial owner who would not have been
entitled to the Additional Amounts had such beneficiary, settlor, member or
beneficial owner been the holder of this Note or any Coupon.

               The Senior Indenture permits the Issuer and the Trustee, with
the consent of the holders of not less than a majority in aggregate principal
amount of the debt securities of all series issued under the Senior Indenture
then outstanding and affected (voting as one class), to execute supplemental
indentures adding any provisions to or changing in any manner the rights of
the holders of each series so affected; provided that the Issuer and the
Trustee may not, without the consent of the holder of each outstanding debt
security affected thereby, (a) extend the final maturity of any such debt
security, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon, or reduce any amount payable on
redemption or repayment thereof, or change the currency of payment thereof, or
impair or affect the rights of any holder to institute suit for the payment
thereof without the consent of the holder of each debt security so affected;
or (b) reduce the aforesaid percentage in principal amount of debt securities
the consent of the holders of which is required for any such supplemental
indenture, without the consent of the holders of each debt security so
affected.

               Except as set forth below, if the principal of, premium, if
any, or interest on, this Note is payable in a Specified Currency other than
U.S. dollars and such Specified Currency is not available to the Issuer for
making payments hereon due to the imposition of exchange controls or other
circumstances beyond the control of the Issuer or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions within the international banking
community, then the Issuer will be entitled to satisfy its obligations to the
holder of this Note or any Coupon by making such payments in U.S. dollars on
the basis of the Market Exchange Rate (as defined below) on the date of such
payment or, if the Market Exchange Rate is not available on such date, as of
the most recent practicable date.  Any payment made under such circumstances
in U.S. dollars where the required payment is in a Specified Currency other
than U.S. dollars will not constitute an Event of Default.

               If the principal of, premium, if any, or interest on, this Note
is payable in ECUs, then with respect to each due date for any such payment on
or after the first business day in London on which the ECU is used neither as
the unit of account of the European Community ("EC") nor as the currency of
the European Union, the Issuer shall choose a substitute currency (the "Chosen
Currency") which may be any currency which was, on the last day on which the
ECU was used as the unit of account of the EC, a component currency of the ECU
basket or U.S. dollars, in which all such payments due on or after that date
with respect to this Note shall be made.  Notice of the Chosen Currency so
selected shall, where practicable, be published in the manner described in
"Notices" below.   The amount of each payment in such Chosen Currency shall be
computed on the basis of the equivalent of the ECU in that currency,
determined as described below, as of the fourth business day in London prior
to the date on which such payment is due.

               If the principal of, premium, if any, or interest on, this Note
is payable in ECUs, then on the first business day in London on which the ECU
is used neither as the unit of account of the EC nor as the currency of the
European Union, the Issuer shall choose a Chosen Currency in which all such
payments with respect to this Note having a due date prior thereto but not yet
presented for payment are to be made.   The amount of each payment in such
Chosen Currency shall be computed on the basis of the equivalent of the ECU in
that currency, determined as described below, as of such first business day.

               The equivalent of the ECU in the relevant Chosen Currency as of
any date (the "Day of Valuation") shall be determined on the following basis
by, or on behalf of, an Exchange Rate Agent appointed by the Issuer.  The
amounts and components composing the ECU for this purpose (the "Components")
shall be the amounts and components composing the ECU as of the last date on
which the ECU was used as the unit of account of the EC.  The equivalent of
the ECU in the Chosen Currency shall be calculated by, first, aggregating the
U.S. dollar equivalents of the Components; and then, in the case of a Chosen
Currency other than U.S. dollars, using the rate used for determining the U.S.
dollar equivalent of the Components in the Chosen Currency as set forth below,
calculating the equivalent in the Chosen Currency of such aggregate amount in
U.S. dollars.

               The U.S. dollar equivalent of each of the Components shall be
determined by, or on behalf of, the Exchange Rate Agent on the basis of the
middle spot delivery quotations prevailing at 2:30 p.m., London time, on the
Day of Valuation, as obtained by, or on behalf of, the Exchange Rate Agent
from one or more major banks, as selected by the Issuer, in the country of
issue of the component currency in question.

               If for any reason no direct quotations are available for a
Component as of a Day of Valuation from any of the banks selected for this
purpose, in computing the U.S. dollar equivalent of such Component, the
Exchange Rate Agent shall (except as provided below) use the most recent
direct quotations for such Component obtained by it or on its behalf; provided
that such quotations were prevailing in the country of issue not more than two
Business Days before such Day of Valuation.  If such most recent quotations
were so prevailing more than two Business Days in the country of issue before
such Day of Valuation, the Exchange Rate Agent shall determine the U.S. dollar
equivalent of such Component on the basis of cross rates derived from the
middle spot delivery quotations for such component currency and for the U.S.
dollar prevailing at 2:30 p.m., London time, on such Day of Valuation, as
obtained by, or on behalf of, the Exchange Rate Agent from one or more major
banks, as selected by the Issuer, in a country other than the country of issue
of such component currency.  Notwithstanding the foregoing, the Exchange Rate
Agent shall determine the U.S. dollar equivalent of such Component on the
basis of such cross rates if the Issuer or such agent judges that the
equivalent so calculated is more representative than the U.S. dollar
equivalent calculated as provided in the first sentence of this paragraph.
Unless otherwise specified by the Issuer, if there is more than one market for
dealing in any component currency by reason of foreign exchange regulations or
for any other reason, the market to be referred to in respect of such currency
shall be that upon which a non-resident issuer of notes denominated in such
currency would purchase such currency in order to make payments in respect of
such securities.

               Payments in the Chosen Currency will be made at the specified
office of a paying agent in the country of the Chosen Currency, or, if none,
or at the option of the holder, at the specified office of any Paying Agent
either by a check drawn on, or by transfer to an account maintained by the
holder with, a bank in the principal financial center of the country of the
Chosen Currency.

               All determinations referred to above made by, or on behalf of,
the Issuer or by, or on behalf of, the Exchange Rate Agent shall be at its
sole discretion and shall, in the absence of manifest error, be conclusive for
all purposes and binding on holders of this Note.

               So long as this Note or any Coupons shall be outstanding, the
Issuer will cause to be maintained an office or agency for the payment of the
principal of and premium, if any, and interest on this Note, as herein
provided.  The Paying Agents initially designated by the Issuer are listed on
the reverse of each Coupon.   If this Note is listed on The International
Stock Exchange of the United Kingdom and the Republic of Ireland Limited and
such Exchange so requires, the Issuer shall maintain a Paying Agent in London.
The Issuer may designate other agencies for the payment of said principal,
premium and interest at such place or places outside the United States
(subject to applicable laws and regulations) as the Issuer may decide.  So
long as there shall be such an agency, the Issuer shall keep the Trustee
advised of the names and locations of such agencies, if any are so designated.

               With respect to moneys paid by the Issuer and held by the
Trustee or any Paying Agent for payment of the principal of or interest or
premium, if any, on any Notes that remain unclaimed at the end of two years
after such principal, interest or premium shall have become due and payable
(whether at maturity or upon call for redemption or otherwise), (i) the
Trustee or such Paying Agent shall notify the holders of such Notes or any
Coupons that such moneys shall be repaid to the Issuer and any person claiming
such moneys shall thereafter look only to the Issuer for payment thereof and
(ii) such moneys shall be so repaid to the Issuer.  Upon such repayment all
liability of the Trustee or such Paying Agent with respect to such moneys
shall thereupon cease, without, however, limiting in any way any obligation
that the Issuer may have to pay the principal of or interest or premium, if
any, on this Note as the same shall become due.

               No provision of this Note, any Coupon or of the Senior
Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of, premium, if any, and
interest on this Note at the time, place, and rate, and in the coin or
currency, herein prescribed unless otherwise agreed between the Issuer and the
holder of this Note or any Coupon.

               The Issuer, the Trustee and any agent of the Issuer or the
Trustee may treat the holder of this Note or any Coupon as the owner hereof or
thereof for all purposes, whether or not this Note or any Coupon be overdue,
and none of the Issuer, the Trustee or any such agent shall be affected by
notice to the contrary.

               No recourse shall be had for the payment of the principal of,
premium, if any, or the interest on this Note for any claim based hereon or on
any Coupon, or otherwise in respect hereof or thereof, or based on or in
respect of the Senior Indenture or any indenture supplemental thereto, against
any incorporator, shareholder, officer or director, as such, past, present or
future, of the Issuer or of any successor corporation, either directly or
through the Issuer or any successor corporation, whether by virtue of any
constitution, statute or rule of law or by the enforcement of any assessment
or penalty or otherwise, all such liability being, by the acceptance hereof
and as part of the consideration for the issue hereof, expressly waived and
released.

               This Note and the Coupons shall for all purposes be governed
by, and construed in accordance with, the laws of the State of New York.

               As used herein:

               (a)  the term "Business Day" means any day, other than a
Saturday or Sunday, that is neither a legal holiday nor a day on which banking
institutions are authorized or required by law or regulation to close in The
City of New York or in the City of London and (i) if this Note is denominated
in a Specified Currency other than U.S. dollars, Australian dollars or ECUs,
in the principal financial center of the country of the Specified Currency,
(ii) if this Note is denominated in Australian dollars, in Sydney and (iii) if
this Note is denominated in ECUs, that is not a non-ECU clearing day, as
determined by the ECU Banking Association in Paris;

               (b)  the term "Market Exchange Rate" means the noon U.S. dollar
buying rate in The City of New York for wire transfers of the Specified
Currency indicated on the face hereof as certified for customs purposes by the
Federal Reserve Bank of New York;

               (c) the term "Notices" refers to notices to the holders of
the Notes and any Coupons to be given by publication in an authorized
newspaper in the English language and of general circulation in the Borough
of Manhattan, The City of New York, and London or, if publication in London
is not practical, in an English language newspaper with general circulation
in Western Europe.  Such publication is expected to be made in the Wall
Street Journal and the Financial Times.  Such Notices will be deemed to
have been given on the date of such publication, or if published in such
newspapers on different dates, on the date of the first such publication;

               (d)  the term "United States" means the United States of
America (including the States and the District of Columbia), its territories,
its possessions and other areas subject to its jurisdiction; and

               (e)  the term "United States Alien" means any person who, for
United States federal income tax purposes, is a foreign corporation, a
non-resident alien individual, a non-resident alien fiduciary of a foreign
estate or trust, or a foreign partnership, one or more of the members of which
is a foreign corporation, a non-resident alien individual or a non-resident
alien fiduciary of a foreign estate or trust.

               All other terms used in this Note and the Coupons which are
defined in the Senior Indenture and not otherwise defined herein shall have
the meanings assigned to them in the Senior Indenture.


                           OPTION TO ELECT REPAYMENT

               The undersigned hereby irrevocably requests and instructs the
Issuer to repay the within Note (or portion thereof specified below) pursuant
to its terms at a price equal to the principal amount thereof, together with
interest to the Optional Repayment Date, to the undersigned at


_____________________________________________________________________________

_____________________________________________________________________________

_____________________________________________________________________________
                          (Please print or typewrite
                     name and address of the undersigned)


               If less than the entire principal amount of the within Note is
to be repaid, specify the portion thereof which the holder elects to have
repaid: _____________; and specify the denomination or denominations (which
shall not be less than the minimum authorized denomination) of the Notes to be
issued to the holder for the portion of the within Note not being repaid (in
the absence of any such specification, one such Note will be issued for the
portion not being repaid): ________________.


Dated:____________________                 __________________________


                               [FORM OF COUPON]
                        SENIOR GLOBAL MEDIUM-TERM NOTE,
                           SERIES [D/E], NO. _______

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE UNITED STATES INTERNAL REVENUE
CODE.


                           MORGAN STANLEY GROUP INC.


                 SENIOR GLOBAL MEDIUM-TERM NOTE, SERIES [D/E]


                                          Coupon Number ______(***)
                                          [Interest Amount due in
                                          Specified Currency]
                                          Due _____________________


               Unless the Note to which this coupon appertains shall have been
previously redeemed or repaid, MORGAN STANLEY GROUP INC. (the "Issuer") will,
on the date set forth herein, pay to bearer, upon surrender hereof at such
agencies in such places outside the United States as the Issuer may determine
from time to time (the "Paying Agents"), interest on the principal amount of
such Note as specified above (together with any additional amounts in respect
thereof which the Issuer may be required to pay according to the terms of such
Note), in such coin or currency as specified above as at the time of payment
shall be legal tender for the payment of public and private debts, except as
specified in such Note.   Payment on this coupon shall be made, at the option
of the bearer hereof and subject to any applicable laws and regulations or
procedures of the Paying Agent, by a check mailed to an address outside the
United States furnished by such bearer or by wire transfer to an account
maintained by the payee with a bank located outside the United States, except
as otherwise provided in such Note.


                                             MORGAN STANLEY GROUP INC.



                                             By:_____________________
                                                Title:


                   PRINCIPAL PAYING AGENT AND TRANSFER AGENT
                                 Chemical Bank
                              Chemical Bank House
                                  180 Strand
                                London WC2R 1EX
                                   England

___________
     (***)The Coupon number, the interest amount due in the specified
currency and due date should appear in the right-hand section of the face
of the Coupon.

EX-4.T

                                                                 EXHIBIT 4-t



                          [FORM OF FACE OF SECURITY]

                    Euro Fixed Rate Senior Registered Note

REGISTERED                                         REGISTERED
No. EFXRR                                          [PRINCIPAL AMOUNT]


[COMMERCIAL PAPER ISSUED IN ACCORDANCE WITH REGULATIONS MADE UNDER SECTION 4
OF THE UNITED KINGDOM BANKING ACT 1987.](1)

[MEDIUM TERM NOTE ISSUED IN ACCORDANCE WITH REGULATIONS MADE UNDER SECTION 4
OF THE UNITED KINGDOM BANKING ACT 1987.](2)

IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "ORIGINAL YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE APPROXIMATE METHOD) SET FORTH
BELOW HAVE BEEN COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL
INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.

THIS NOTE HAS NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES AND
EXCHANGE LAW OF JAPAN.  THIS NOTE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF JAPAN
(WHICH TERM AS USED HEREIN MEANS ANY PERSON RESIDENT IN JAPAN INCLUDING ANY
CORPORATION OR OTHER ENTITY ORGANIZED UNDER THE LAWS OF JAPAN) OR TO OTHERS
FOR THE RE-OFFERING OR RE-SALE, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO A
RESIDENT OF JAPAN EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF, AND OTHERWISE IN COMPLIANCE WITH, THE SECURITIES AND EXCHANGE
LAW OF JAPAN AND OTHER RELEVANT LAWS AND REGULATIONS OF JAPAN.

IF THIS NOTE IS DENOMINATED IN JAPANESE YEN, IT SHALL HAVE A MATURITY OF NOT
LESS THAN ONE YEAR AND IT MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY,
IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT IN JAPAN PRIOR TO THE DATE
WHICH IS 90 DAYS AFTER THE SETTLEMENT DATE WITH RESPECT TO THIS NOTE.  IF (i)
INTEREST PAYMENTS ON THIS NOTE ARE DENOMINATED IN JAPANESE YEN AND PRINCIPAL
PAYMENTS ARE DENOMINATED IN A CURRENCY OR CURRENCY UNIT OTHER THAN JAPANESE
YEN OR (ii) PRINCIPAL PAYMENTS ON THIS NOTE ARE DENOMINATED IN JAPANESE YEN
AND INTEREST PAYMENTS ARE DENOMINATED IN A CURRENCY OR CURRENCY UNIT OTHER
THAN JAPANESE YEN, THIS NOTE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF JAPAN PRIOR
TO THE DATE WHICH IS 180 DAYS AFTER THE SETTLEMENT DATE WITH RESPECT TO THIS
NOTE.
_____________
     (1)  Applies only if this Note is denominated in pounds sterling and
matures not more than one year from and including the Original Issue Date.

     (2)  Applies only if this Note is denominated in pounds sterling and
matures more than one year and not more than five years from and including
the Original Issue Date.





                           MORGAN STANLEY GROUP INC.
                 SENIOR GLOBAL MEDIUM-TERM NOTE, SERIES [D/E]
                                 (Fixed Rate)

ORIGINAL        INITIAL REDEMPTION      INTEREST RATE:          MATURITY
ISSUE DATE:     DATE:                                           DATE:
INTEREST        INITIAL REDEMPTION      INTEREST PAYMENT        OPTIONAL
ACCRUAL DATE:   PERCENTAGE:             DATE:                   REPAYMENT
                                                                DATE(S):
TOTAL AMOUNT    ANNUAL REDEMPTION       APPLICABILITY OF
OF OID:         PERCENTAGE              MODIFIED PAYMENT        MINIMUM
                REDUCTION:              UPON ACCELERATION       DENOMINA-
                OR REDEMPTION:                                  TIONS:

ORIGINAL YIELD  INITIAL ACCRUAL         If yes, state           SPECIFIED
TO MATURITY:    PERIOD OID:             Issue Price:            CURRENCY:

COMMON CODE:                                                    OTHER
                                                                PROVISIONS:

ISIN:

               Morgan Stanley Group Inc., a Delaware corporation (together
with its successors and assigns, the "Issuer"), for value received, hereby
promises to pay to

, or registered assignees, the principal sum of
                    , on the Maturity Date specified above (except to the
extent previously redeemed or repaid) and to pay interest thereon at the
Interest Rate per annum specified above from the Interest Accrual Date
specified above until the principal hereof is paid or duly made available for
payment (except as provided below), annually in arrears on Interest Payment
Date specified above in each year commencing on the Interest Payment Date next
succeeding the Interest Accrual Date specified above, and at maturity (or on
any redemption or repayment date); provided, however, that if the Interest
Accrual Date occurs between a Record Date, as defined below, and the next
succeeding Interest Payment Date, interest payments will commence on the second
Interest Payment Date succeeding the Interest Accrual Date to the registered
holder of this Note on the Record Date with respect to such second Interest
Payment Date.

               Interest on this Note will accrue from the most recent Interest
Payment Date to which interest has been paid or duly provided for, or, if no
interest has been paid or duly provided for, from the Interest Accrual Date,
until the principal hereof has been paid or duly made available for payment
(except as provided below).  The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, subject to certain
exceptions described herein, be paid to the person in whose name this Note (or
one or more predecessor Notes) is registered at the close of business on the
date 15 calendar days prior to such Interest Payment Date (whether or not a
Business Day) (each such date a "Record Date"); provided, however, that
interest payable at maturity (or on any redemption or repayment date) will be
payable to the person to whom the principal hereof shall be payable.

               Payment of the principal of this Note, any premium and the
interest due at maturity (or on any redemption or repayment date) will be made
in immediately available funds upon surrender of this Note at the office or
agency of the Principal Paying Agent, as defined on the reverse hereof, or at
such other paying agency as the Issuer may determine (each, a "Paying Agent,"
which term shall include the Principal Paying Agent).  Payment of the
principal of and premium, if any, and interest on this Note will be made in
the Specified Currency indicated above; provided, however, that U.S. dollar
payments of interest, other than interest due at maturity or on any date of
redemption or repayment, will be made by U.S.  dollar check mailed to the
address of the person entitled thereto as such address shall appear in the
Note register.  A holder of U.S. $10,000,000 or more in aggregate principal
amount of Notes having the same Interest Payment Date will be entitled to
receive payments of interest, other than interest due at maturity or on any
date of redemption or repayment, by wire transfer of immediately available
funds if appropriate wire transfer instructions have been received by the
Principal Paying Agent in writing not less than 15 calendar days prior to the
applicable Interest Payment Date.  If this Note is denominated in a Specified
Currency other than U.S. dollars, payments of interest hereon will be made by
wire transfer of immediately available funds to an account maintained by the
holder hereof with a bank located outside the United States if appropriate
wire transfer instructions have been received by the Principal Paying Agent in
writing not less than 15 calendar days prior to the applicable Interest
Payment Date.  If such wire transfer instructions are not so received, such
interest payments will be made by check payable in such Specified Currency
mailed to the address of the person entitled thereto as such address shall
appear in the Note register.

               Reference is hereby made to the further provisions of this Note
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

               Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature,
this Note shall not be entitled to any benefit under the Senior Indenture, as
defined on the reverse hereof, or be valid or obligatory for any purpose.

               IN WITNESS WHEREOF, the Issuer has caused this Note to be duly
executed under its corporate seal.

DATED:                                 MORGAN STANLEY GROUP INC.


                                       By__________________________
                                          Title:

TRUSTEE'S CERTIFICATE
OF AUTHENTICATION


This is one of the Notes referred
to in the within-mentioned
Senior Indenture.
CHEMICAL BANK,
  as Trustee


By _____________________________
            Authorized Officer


                        [FORM OF REVERSE OF SECURITY]

               This Note is one of a duly authorized issue of Senior Global
Medium-Term Notes, Series [D/E], having maturities more than nine months from
the date of issue (the "Notes") of the Issuer.  The Notes are issuable under a
Senior Indenture, dated as of April 15, 1989, as supplemented by a First
Supplemental Indenture dated as of May 15, 1991 (as so supplemented, the
"Senior Indenture"), between the Issuer and Chemical Bank, as Trustee (the
"Trustee," which term includes any successor trustee under the Senior
Indenture), to which Senior Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities of the Issuer, the Trustee and holders of the
Notes and the terms upon which the Notes are, and are to be, authenticated and
delivered.  The Issuer has appointed Chemical Bank, acting through its
principal corporate trust office in the Borough of Manhattan, The City of New
York, as a paying agent for the Notes in the United States and Chemical Bank,
London Branch, at its corporate trust office in London, as its principal
paying agent for the Notes outside the United States (the "Principal Paying
Agent," which term includes any additional or successor principal paying agent
appointed by the Issuer).  The terms of individual Notes may vary with respect
to interest rates, interest rate formulas, issue dates, maturity dates, or
otherwise, all as provided in the Senior Indenture.  To the extent not
inconsistent herewith, the terms of the Senior Indenture are hereby
incorporated by reference herein.

               If this Note is denominated in pounds sterling, the Issuer
represents that it is not an authorized institution (for purposes of the
United Kingdom Banking Act 1987) and repayment of the principal of, and
payment of any interest or premium on, this Note has not been guaranteed, that
it has complied with its obligations under the listing rules of The
International Stock Exchange of the United Kingdom and the Republic of Ireland
Limited (the "Rules") and that, since the last publication in compliance with
the Rules of information about it, it, having made all reasonable inquiries,
has not become aware of any change in circumstances which could reasonably be
regarded as significantly and adversely affecting its ability to meet its
obligations in respect of the Notes as they fall due.

               This Note will not be subject to any sinking fund and, unless
otherwise provided on the face hereof in accordance with the provisions of the
following two paragraphs and except as set forth below, will not be redeemable
or subject to repayment at the option of the holder prior to maturity.

               If so indicated on the face of this Note, this Note may be
redeemed in whole or in part at the option of the Issuer on or after the
Initial Redemption Date specified on the face hereof on the terms set forth on
the face hereof, together with interest accrued and unpaid hereon to the date
of redemption (except as provided below).  If this Note is subject to "Annual
Redemption Percentage Reduction," the Initial Redemption Percentage indicated
on the face hereof will be reduced on each anniversary of the Initial
Redemption Date by the Annual Redemption Percentage Reduction specified on the
face hereof until the redemption price of this Note is 100% of the principal
amount hereof, together with interest accrued and unpaid hereon to the date
of redemption (except as provided below).  Notice of redemption shall be
mailed to the registered holders of the Notes designated for redemption at
their addresses as the same shall appear on the Note register not less than 30
nor more than 60 days prior to the date fixed for redemption, subject to all
the conditions and provisions of the Senior Indenture.  In the event of
redemption of this Note in part only, a new Note or Notes for the amount of
the unredeemed portion hereof shall be issued in the name of the holder hereof
upon the cancellation hereof.

               If so indicated on the face of this Note, this Note will be
subject to repayment at the option of the holder on the Optional Repayment
Date or Dates specified on the face hereof on the terms set forth herein.  On
any Optional Repayment Date, this Note will be repayable in whole or in part
in increments of $1,000 or, if this Note is denominated in a Specified
Currency other than U.S. dollars, in increments of 1,000 units of such
Specified Currency (provided that any remaining principal amount hereof shall
not be less than the minimum authorized denomination hereof) at the option of
the holder hereof at a price equal to 100% of the principal amount to be
repaid, together with interest accrued and unpaid hereon to the date of
repayment (except as provided below).  For this Note to be repaid at the
option of the holder hereof, the Principal Paying Agent must receive at its
office in London, at least 15 but not more than 30 days prior to the date of
repayment, (i) this Note with the form entitled "Option to Elect Repayment"
below duly completed or (ii) a telegram, telex, facsimile transmission or a
letter from a member of a national securities exchange or the National
Association of Securities Dealers, Inc. or a commercial bank or a trust
company in the United States, Western Europe or Japan setting forth the name
of the holder of this Note, the principal amount hereof, the certificate
number of this Note or a description of this Note's tenor and terms, the
principal amount hereof to be repaid, a statement that the option to elect
repayment is being exercised thereby and a guarantee that this Note, together
with the form entitled "Option to Elect Repayment" duly completed, will be
received by the Principal Paying Agent not later than the fifth Business Day
after the date of such telegram, telex, facsimile transmission or letter;
provided, that such telegram, telex, facsimile transmission or letter shall
only be effective if this Note and form duly completed are received by the
Principal Paying Agent by such fifth Business Day.  Exercise of such repayment
option by the holder hereof shall be irrevocable.  In the event of repayment
of this Note in part only, a new Note or Notes for the amount of the unpaid
portion hereof shall be issued in the name of the holder hereof upon the
cancellation hereof.

               Interest payments on this Note will include interest accrued to
but excluding the Interest Payment Dates or the Maturity Date (or any earlier
redemption or repayment date), as the case may be.  Interest payments for this
Note will be computed and paid on the basis of a 360-day year of twelve 30-day
months.

               In the case where the Interest Payment Date or the Maturity
Date (or any redemption or repayment date) does not fall on a Business Day,
payment of interest, premium, if any, or principal otherwise payable on such
date need not be made on such date, but may be made on the next succeeding
Business Day with the same force and effect as if made on the Interest Payment
Date or on the Maturity Date (or any redemption or repayment date), and no
interest on such payment shall accrue for the period from and after the
Interest Payment Date or the Maturity Date (or any redemption or repayment
date) to such next succeeding Business Day.

               This Note and all the obligations of the Issuer hereunder are
direct, unsecured obligations of the Issuer and rank without preference or
priority among themselves and pari passu with all other existing and future
unsecured and unsubordinated indebtedness of the Issuer, subject to certain
statutory exceptions in the event of liquidation upon insolvency.

               This Note, and any Note or Notes issued upon transfer or
exchange hereof, is issuable only in fully registered form, without coupons,
and is issuable only in the minimum denominations set forth on the face hereof
or any amount in excess thereof which is an integral multiple of 1,000 units
of the Specified Currency set forth on the face hereof.

               The Trustee has been appointed registrar for the Notes, and
the Trustee will maintain at its office in The City of New York, a register
for the registration and transfer of Notes.  This Note may be transferred
at either the aforesaid New York office or at the London office of the
Trustee by surrendering this Note for cancellation, accompanied by a
written instrument of transfer in form satisfactory to the Trustee and duly
executed by the registered holder hereof in person or by the holder's
attorney duly authorized in writing, and thereupon the Trustee shall issue
in the name of the transferee or transferees, in exchange herefor, a new
Note or Notes having identical terms and provisions and having a like
aggregate principal amount in authorized denominations, subject to the
terms and conditions set forth herein; provided, however, that the Trustee
will not be required (i) to register the transfer of or exchange any Note
that has been called for redemption in whole or in part, except the
unredeemed portion of Notes being redeemed in part, (ii) to register the
transfer of or exchange any Note if the holder thereof has exercised his
right, if any, to require the Issuer to repurchase such Note in whole or in
part, except the portion of such Note not required to be repurchased, or
(iii) to register the transfer of or exchange Notes to the extent and
during the period so provided in the Senior Indenture with respect to the
redemption of Notes.  Notes are exchangeable at said offices for other
Notes of other authorized denominations of equal aggregate principal amount
having identical terms and provisions.  All such exchanges and transfers of
Notes will be free of service charge, but the Issuer may require payment of
a sum sufficient to cover any tax or other governmental charge in
connection therewith.  All Notes surrendered for exchange shall be
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and executed by the registered holder in person or by the holder's
attorney duly authorized in writing.  The date of registration of any Note
delivered upon any exchange or transfer of Notes shall be such that no gain
or loss of interest results from such exchange or transfer.

               In case any Note shall at any time become mutilated, defaced or
be destroyed, lost or stolen and such Note or evidence of the loss, theft or
destruction thereof (together with the indemnity hereinafter referred to and
such other documents or proof as may be required in the premises) shall be
delivered to the Trustee, a new Note of like tenor will be issued by the
Issuer in exchange for the Note so mutilated or defaced, or in lieu of the
Note so destroyed or lost or stolen, but, in the case of any destroyed or lost
or stolen Note, only upon receipt of evidence satisfactory to the Trustee and
the Issuer that such Note was destroyed or lost or stolen and, if required,
upon receipt also of indemnity satisfactory to each of them.  All expenses and
reasonable charges associated with procuring such indemnity and with the
preparation, authentication and delivery of a new Note shall be borne by the
owner of the Note mutilated, defaced, destroyed, lost or stolen.

               The Senior Indenture provides that, (a) if an Event of Default
(as defined in the Senior Indenture) due to the default in payment of
principal of, premium, if any, or interest on, any series of debt securities
issued under the Senior Indenture, including the series of Senior Global
Medium-Term Notes of which this Note forms a part, or due to the default in
the performance or breach of any other covenant or warranty of the Issuer
applicable to the debt securities of such series but not applicable to all
outstanding debt securities issued under the Senior Indenture shall have
occurred and be continuing, either the Trustee or the holders of not less than
25% in principal amount of the debt securities of each affected series (voting
as a single class) may then declare the principal of all debt securities of
all such series and interest accrued thereon to be due and payable immediately
and (b) if an Event of Default due to a default in the performance of any
other of the covenants or agreements in the Senior Indenture applicable to all
outstanding debt securities issued thereunder, including this Note, or due to
certain events of bankruptcy, insolvency and reorganization of the Issuer,
shall have occurred and be continuing, either the Trustee or the holders of
not less than 25% in principal amount of all debt securities issued under the
Senior Indenture then outstanding (treated as one class) may declare the
principal of all such debt securities and interest accrued thereon to be due
and payable immediately, but upon certain conditions such declarations may be
annulled and past defaults may be waived (except a continuing default in
payment of principal (or premium, if any) or interest on such debt securities)
by the holders of a majority in principal amount of the debt securities of all
affected series then outstanding.

               If the face hereof indicates that this Note is subject to
"Modified Payment upon Acceleration or Redemption," then (i) if the principal
hereof is declared to be due and payable as described in the preceding
paragraph, the amount of principal due and payable with respect to this Note
shall be limited to the aggregate principal amount hereof multiplied by the
sum of the Issue Price specified on the face hereof (expressed as a percentage
of the aggregate principal amount) plus the original issue discount amortized
from the Interest Accrual Date to the date of declaration, which amortization
shall be calculated using the "interest method" (computed in accordance with
generally accepted accounting principles in effect on the date of declaration),
(ii) for the purpose of any vote of securityholders taken pursuant to the
Senior Indenture prior to the acceleration of payment of this Note, the
principal amount hereof shall equal the amount that would be due and payable
hereon, calculated as set forth in clause (i) above, if this Note were
declared to be due and payable on the date of any such vote and (iii) for the
purpose of any vote of securityholders taken pursuant to the Senior Indenture
following the acceleration of payment of this Note, the principal amount
hereof shall equal the amount of principal due and payable with respect to
this Note, calculated as set forth in clause (i) above.

               This Note may be redeemed, as a whole, at the option of the
Issuer at any time prior to maturity, upon the giving of a notice of
redemption as described below, at a redemption price equal to 100% of the
principal amount hereof, together with accrued interest to the date fixed for
redemption (except that if this Note is subject to "Modified Payment upon
Acceleration or Redemption," such redemption price would be limited to the
aggregate principal amount hereof multiplied by the sum of the Issue Price
specified on the face hereof (expressed as a percentage of the aggregate
principal amount) plus the original issue discount amortized from the Interest
Accrual Date to the date of redemption, which amortization shall be calculated
using the "interest method" (computed in accordance with generally accepted
accounting principles in effect on the date of redemption)), if the Issuer
determines that, as a result of any change in or amendment to the laws (or any
regulations or rulings promulgated thereunder) of the United States or of any
political subdivision or taxing authority thereof or therein affecting
taxation, or any change in official position regarding the application or
interpretation of such laws, regulations or rulings, which change or amendment
becomes effective on or after the Original Issue Date hereof, the Issuer has
or will become obligated to pay Additional Amounts (as defined below) with
respect to the Notes as described below.  Prior to the giving of any notice of
redemption pursuant to this paragraph, the Issuer shall deliver to the Trustee
(i) a certificate stating that the Issuer is entitled to effect such
redemption and setting forth a statement of facts showing that the conditions
precedent to the right of the Issuer to so redeem have occurred, and (ii) an
opinion of independent counsel satisfactory to the Trustee to such effect
based on such statement of facts; provided that no such notice of redemption
shall be given earlier than 60 days prior to the earliest date on which the
Issuer would be obligated to pay such Additional Amounts if a payment in
respect of this Note were then due.

               Notice of redemption will be given not less than 30 nor more
than 60 days prior to the date fixed for redemption, which date and the
applicable redemption price will be specified in such notice.

               The Issuer will, subject to certain exceptions and limitations
set forth below, pay such additional amounts (the "Additional Amounts") to the
holder of this Note who is a United States Alien (as defined below) as may be
necessary in order that every net payment of the principal of and interest on
this Note and any other amounts payable on this Note, after withholding for or
on account of any present or future tax, assessment or governmental charge
imposed upon or as a result of such payment by the United States (or any
political subdivision or taxing authority thereof or therein), will not be
less than the amount provided for in this Note to be then due and payable.
The Issuer will not, however, be required to make any payment of Additional
Amounts to any such holder for or on account of:

               (a) any such tax, assessment or other governmental charge
         that would not have been so imposed but for (i) the existence of
         any present or former connection between such holder (or between a
         fiduciary, settlor, beneficiary, member or shareholder of such
         holder, if such holder is an estate, a trust, a partnership or a
         corporation) and the United States, including, without limitation,
         such holder (or such fiduciary, settlor, beneficiary, member or
         shareholder) being or having been a citizen or resident thereof or
         being or having been engaged in a trade or business or present
         therein or having, or having had, a permanent establishment
         therein or (ii) the presentation by the holder of this Note for
         payment on a date more than 15 days after the date on which such
         payment became due and payable or the date on which payment
         thereof is duly provided for, whichever occurs later;

               (b)  any estate, inheritance, gift, sales, transfer or personal
         property tax or any similar tax, assessment or governmental charge;

               (c)  any tax, assessment or other governmental charge imposed
         by reason of such holder's past or present status as a personal
         holding company or foreign personal holding company or controlled
         foreign corporation or passive foreign investment company with
         respect to the United States or as a corporation which accumulates
         earnings to avoid United States federal income tax or as a private
         foundation or other tax-exempt organization;

               (d)  any tax, assessment or other governmental charge that is
         payable otherwise than by withholding from payments on or in respect
         of this Note;

               (e)  any tax, assessment or other governmental charge required
         to be withheld by any Paying Agent from any payment of principal of,
         or interest on, this Note, if such payment can be made without such
         withholding by any other Paying Agent in a city in Western Europe;

               (f)  any tax, assessment or other governmental charge that
         would not have been imposed but for the failure to comply with
         certification, information or other reporting requirements concerning
         the nationality, residence or identity of the holder or beneficial
         owner of this Note, if such compliance is required by statute or by
         regulation of the United States or of any political subdivision or
         taxing authority thereof or therein as a precondition to relief or
         exemption from such tax, assessment or other governmental charge;

               (g)  any tax, assessment or other governmental charge imposed
         by reason of such holder's past or present status as the actual or
         constructive owner of 10% or more of the total combined voting power
         of all classes of stock entitled to vote of the Issuer or as a direct
         or indirect subsidiary of the Issuer; or

               (h)  any combination of items (a), (b), (c), (d), (e), (f) or
         (g);

nor shall Additional Amounts be paid with respect to any payment on this Note
to a United States Alien who is a fiduciary or partnership or other than the
sole beneficial owner of such payment to the extent such payment would be
required by the laws of the United States (or any political subdivision
thereof) to be included in the income, for tax purposes, of a beneficiary or
settlor with respect to such fiduciary or a member of such partnership or a
beneficial owner who would not have been entitled to the Additional Amounts
had such beneficiary, settlor, member or beneficial owner been the holder of
this Note.

               The Senior Indenture permits the Issuer and the Trustee, with
the consent of the holders of not less than a majority in aggregate principal
amount of the debt securities of all series issued under the Senior Indenture
then outstanding and affected (voting as one class), to execute supplemental
indentures adding any provisions to or changing in any manner the rights of
the holders of each series so affected; provided that the Issuer and the
Trustee may not, without the consent of the holder of each outstanding debt
security affected thereby, (a) extend the final maturity of any such debt
security, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon, or reduce any amount payable on
redemption or repayment thereof, or change the currency of payment thereof, or
impair or affect the rights of any holder to institute suit for the payment
thereof without the consent of the holder of each debt security so affected;
or (b) reduce the aforesaid percentage in principal amount of debt securities
the consent of the holders of which is required for any such supplemental
indenture, without the consent of the holders of each debt security so
affected.

               Except as set forth below, if the principal of, premium, if
any, or interest on, this Note is payable in a Specified Currency other than
U.S. dollars and such Specified Currency is not available to the Issuer for
making payments hereon due to the imposition of exchange controls or other
circumstances beyond the control of the Issuer or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions within the international banking
community, then the Issuer will be entitled to satisfy its obligations to the
holder of this Note by making such payments in U.S. dollars on the basis of
the Market Exchange Rate (as defined below) on the date of such payment or, if
the Market Exchange Rate is not available on such date, as of the most recent
practicable date.  Any payment made under such circumstances in U.S. dollars
where the required payment is in a Specified Currency other than U.S. dollars
will not constitute an Event of Default.

               If the principal of, premium, if any, or interest on, this Note
is payable in ECUs, then with respect to each due date for any such payment on
or after the first business day in London on which the ECU is used neither as
the unit of account of the European Community ("EC") nor as the currency of
the European Union, the Issuer shall choose a substitute currency (the "Chosen
Currency") which may be any currency which was, on the last day on which the
ECU was used as the unit of account of the EC, a component currency of the ECU
basket or U.S. dollars, in which all such payments due on or after that date
with respect to this Note shall be made.  Notice of the Chosen Currency so
selected shall, where practicable, be published in the manner described in
"Notices" below.   The amount of each payment in such Chosen Currency shall be
computed on the basis of the equivalent of the ECU in that currency,
determined as described below, as of the fourth business day in London prior
to the date on which such payment is due.

               If the principal of, premium, if any, or interest on, this Note
is payable in ECUs, then on the first business day in London on which the ECU
is used neither as the unit of account of the EC nor as the currency of the
European Union, the Issuer shall choose a Chosen Currency in which all such
payments with respect to this Note having a due date prior thereto but not yet
presented for payment are to be made.   The amount of each payment in such
Chosen Currency shall be computed on the basis of the equivalent of the ECU in
that currency, determined as described below, as of such first business day.

               The equivalent of the ECU in the relevant Chosen Currency as of
any date (the "Day of Valuation") shall be determined on the following basis
by, or on behalf of, an Exchange Rate Agent appointed by the Issuer.  The
amounts and components composing the ECU for this purpose (the "Components")
shall be the amounts and components composing the ECU as of the last date on
which the ECU was used as the unit of account of the EC.  The equivalent of
the ECU in the Chosen Currency shall be calculated by, first, aggregating the
U.S. dollar equivalents of the Components; and then, in the case of a Chosen
Currency other than U.S. dollars, using the rate used for determining the U.S.
dollar equivalent of the Components in the Chosen Currency as set forth below,
calculating the equivalent in the Chosen Currency of such aggregate amount in
U.S. dollars.

               The U.S. dollar equivalent of each of the Components shall be
determined by, or on behalf of, the Exchange Rate Agent on the basis of the
middle spot delivery quotations prevailing at 2:30 p.m., London time, on the
Day of Valuation, as obtained by, or on behalf of, the Exchange Rate Agent
from one or more major banks, as selected by the Issuer, in the country of
issue of the component currency in question.

               If for any reason no direct quotations are available for a
Component as of a Day of Valuation from any of the banks selected for this
purpose, in computing the U.S. dollar equivalent of such Component, the
Exchange Rate Agent shall (except as provided below) use the most recent
direct quotations for such Component obtained by it or on its behalf; provided
that such quotations were prevailing in the country of issue not more than two
Business Days before such Day of Valuation.  If such most recent quotations
were so prevailing more than two Business Days in the country of issue before
such Day of Valuation, the Exchange Rate Agent shall determine the U.S. dollar
equivalent of such Component on the basis of cross rates derived from the
middle spot delivery quotations for such component currency and for the U.S.
dollar prevailing at 2:30 p.m., London time, on such Day of Valuation, as
obtained by, or on behalf of, the Exchange Rate Agent from one or more major
banks, as selected by the Issuer, in a country other than the country of issue
of such component currency.  Notwithstanding the foregoing, the Exchange Rate
Agent shall determine the U.S. dollar equivalent of such Component on the
basis of such cross rates if the Issuer or such agent judges that the
equivalent so calculated is more representative than the U.S. dollar
equivalent calculated as provided in the first sentence of this paragraph.
Unless otherwise specified by the Issuer, if there is more than one market for
dealing in any component currency by reason of foreign exchange regulations or
for any other reason, the market to be referred to in respect of such currency
shall be that upon which a non-resident issuer of notes denominated in such
currency would purchase such currency in order to make payments in respect of
such securities.

               Payments in the Chosen Currency will be made at the specified
office of a paying agent in the country of the Chosen Currency, or, if none,
or at the option of the holder, at the specified office of any Paying Agent
either by a check drawn on, or by transfer to an account maintained by the
holder with, a bank in the principal financial center of the country of the
Chosen Currency.

               All determinations referred to above made by, or on behalf of,
the Issuer or by, or on behalf of, the Exchange Rate Agent shall be at its
sole discretion and shall, in the absence of manifest error, be conclusive for
all purposes and binding on holders of this Note.

               So long as this Note shall be outstanding, the Issuer will
cause to be maintained an office or agency for the payment of the principal of
and premium, if any, and interest on this Note as herein provided in the
Borough of Manhattan, The City of New York, and an office or agency in said
Borough of Manhattan for the registration, transfer and exchange as aforesaid
of the Notes.  If this Note is listed on The International Stock Exchange of
the United Kingdom and the Republic of Ireland Limited and such Exchange so
requires, the Issuer shall maintain a Paying Agent in London.  The Issuer may
designate other agencies for the payment of said principal, premium and
interest at such place or places (subject to applicable laws and regulations)
as the Issuer may decide.  So long as there shall be such an agency, the
Issuer shall keep the Trustee advised of the names and locations of such
agencies, if any are so designated.

               With respect to moneys paid by the Issuer and held by the
Trustee or any Paying Agent for payment of the principal of or interest or
premium, if any, on any Notes that remain unclaimed at the end of two years
after such principal, interest or premium shall have become due and payable
(whether at maturity or upon call for redemption or otherwise), (i) the
Trustee or such Paying Agent shall notify the holders of such Notes that such
moneys shall be repaid to the Issuer and any person claiming such moneys shall
thereafter look only to the Issuer for payment thereof and (ii) such moneys
shall be so repaid to the Issuer.  Upon such repayment all liability of the
Trustee or such Paying Agent with respect to such moneys shall thereupon cease,
without, however, limiting in any way any obligation that the Issuer may have
to pay the principal of or interest or premium, if any, on this Note as the
same shall become due.

               No provision of this Note or of the Senior Indenture shall
alter or impair the obligation of the Issuer, which is absolute and
unconditional, to pay the principal of, premium, if any, and interest on this
Note at the time, place, and rate, and in the coin or currency, herein
prescribed unless otherwise agreed between the Issuer and the registered
holder of this Note.

               Prior to due presentment of this Note for registration of
transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee
may treat the holder in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note be overdue, and none of the Issuer,
the Trustee or any such agent shall be affected by notice to the contrary.

               No recourse shall be had for the payment of the principal of,
premium, if any, or the interest on this Note, for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Senior Indenture
or any indenture supplemental thereto, against any incorporator, shareholder,
officer or director, as such, past, present or future, of the Issuer or of any
successor corporation, either directly or through the Issuer or any successor
corporation, whether by virtue of any constitution, statute or rule of law or
by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.

               This Note shall for all purposes be governed by, and construed
in accordance with, the laws of the State of New York;

               As used herein:

               (a)  the term "Business Day" means any day, other than a
Saturday or Sunday, that is neither a legal holiday nor a day on which banking
institutions are authorized or required by law or regulation to close in The
City of New York or in the City of London and (i) if this Note is denominated
in a Specified Currency other than U.S. dollars, Australian dollars or ECUs,
in the principal financial center of the country of the Specified Currency,
(ii) if this Note is denominated in Australian dollars, in Sydney and (iii) if
this Note is denominated in ECUs, that is not a non-ECU clearing day, as
determined by the ECU Banking Association in Paris;

               (b)  the term "Market Exchange Rate" means the noon U.S. dollar
buying rate in The City of New York for wire transfers of the Specified
Currency indicated on the face hereof as certified for customs purposes by the
Federal Reserve Bank of New York;

               (c)  the term "Notices" refers to notices to be sent to the
holders of the Notes at each holder's address as that address appears in the
register for the Notes by first class mail, postage prepaid, and to be given
by publication in an authorized newspaper in the English language and of
general circulation in the Borough of Manhattan, The City of New York, and
London or, if publication in London is not practical, in an English language
newspaper with general circulation in Western Europe.  Such publication is
expected to be made in the Wall Street Journal and the Financial Times.  Such
Notices will be deemed to have been given on the date of such publication, or
if published in such newspapers on different dates, on the date of the first
such publication;

               (d)  the term "United States" means the United States of
America (including the States and the District of Columbia), its territories,
its possessions and other areas subject to its jurisdiction; and

               (e)  the term "United States Alien" means any person who, for
United States federal income tax purposes, is a foreign corporation, a
non-resident alien individual, a non-resident alien fiduciary of a foreign
estate or trust, or a foreign partnership, one or more of the members of which
is a foreign corporation, a non-resident alien individual or a non-resident
alien fiduciary of a foreign estate or trust.

               All other terms used in this Note which are defined in the
Senior Indenture and not otherwise defined herein shall have the meanings
assigned to them in the Senior Indenture.


                                ABBREVIATIONS

               The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written
out in full according to applicable laws or regulations:

         TEN COM-as tenants in common
         TEN ENT-as tenants by the entireties
         JT TEN-as joint tenants with right of survivorship
           and not as tenants in common


         UNIF GIFT MIN ACT-..............Custodian..............
                                 (Cust)                  (Minor)

         Under Uniform Gifts to Minors Act    ..................
                                                      (State)



                Additional abbreviations may also be used though not in the
above list.

                                  __________


               FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto


[PLEASE INSERT SOCIAL SECURITY OR OTHER
    IDENTIFYING NUMBER OF ASSIGNEE]


_______________________________________

____________________________________________________________________________
[PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING ZIP CODE,
OF ASSIGNEE]

____________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably

____________________________________________________________________________
constituting and appointing such person attorney to transfer

____________________________________________________________________________
such note on the books of the Issuer, with full power of

____________________________________________________________________________
substitution in the premises.


Dated:_____________________


NOTICE:      The signature to this assignment must correspond with the name
             as written upon the face of the within Note in every particular
             without alteration or enlargement or any change whatsoever.


                          OPTION TO ELECT REPAYMENT

               The undersigned hereby irrevocably requests and instructs the
Issuer to repay the within Note (or portion thereof specified below) pursuant
to its terms at a price equal to the principal amount thereof, together with
interest to the Optional Repayment Date, to the undersigned at

_____________________________________________________________________________

_____________________________________________________________________________

_____________________________________________________________________________
                          (Please print or typewrite
                     name and address of the undersigned)


               If less than the entire principal amount of the within Note is
to be repaid, specify the portion thereof which the holder elects to have
repaid:  __________________; and specify the denomination or denominations
(which shall not be less than the minimum authorized denomination) of the
Notes to be issued to the holder for the portion of the within Note not being
repaid (in the absence of any such specification, one such Note will be issued
for the portion not being repaid):

____________________________.


Dated:_____________              ___________________________________
                                 NOTICE:  The signature on this
                                 Option to Elect Repayment must
                                 correspond with the name as written
                                 upon the face of the within
                                 instrument in every particular
                                 without alteration or enlargement.

EX-4.U

                                                                 EXHIBIT 4-u

                          [FORM OF FACE OF SECURITY]

                 Euro Fixed Rate Subordinated Registered Note
REGISTERED                                   REGISTERED
No. EFXRR                                    [PRINCIPAL AMOUNT]

[COMMERCIAL PAPER ISSUED IN ACCORDANCE WITH REGULATIONS MADE UNDER SECTION 4
OF THE UNITED KINGDOM BANKING ACT 1987.](1)

[MEDIUM TERM NOTE ISSUED IN ACCORDANCE WITH REGULATIONS MADE UNDER SECTION 4
OF THE UNITED KINGDOM BANKING ACT 1987.](2)

IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "ORIGINAL YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE APPROXIMATE METHOD) SET FORTH
BELOW HAVE BEEN COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL
INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.

THIS NOTE HAS NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES AND
EXCHANGE LAW OF JAPAN.  THIS NOTE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF JAPAN
(WHICH TERM AS USED HEREIN MEANS ANY PERSON RESIDENT IN JAPAN INCLUDING ANY
CORPORATION OR OTHER ENTITY ORGANIZED UNDER THE LAWS OF JAPAN) OR TO OTHERS FOR
THE RE-OFFERING OR RE-SALE, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO A RESIDENT
OF JAPAN EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF, AND OTHERWISE IN COMPLIANCE WITH, THE SECURITIES AND EXCHANGE LAW OF JAPAN
AND OTHER RELEVANT LAWS AND REGULATIONS OF JAPAN.

IF THIS NOTE IS DENOMINATED IN JAPANESE YEN, IT SHALL HAVE A MATURITY OF NOT
LESS THAN ONE YEAR AND IT MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY,
IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT IN JAPAN PRIOR TO THE DATE
WHICH IS 90 DAYS AFTER THE SETTLEMENT DATE WITH RESPECT TO THIS NOTE.  IF (i)
INTEREST PAYMENTS ON THIS NOTE ARE DENOMINATED IN JAPANESE YEN AND PRINCIPAL
PAYMENTS ARE DENOMINATED IN A CURRENCY OR CURRENCY UNIT OTHER THAN JAPANESE
YEN OR (ii) PRINCIPAL PAYMENTS ON THIS NOTE ARE DENOMINATED IN JAPANESE YEN
AND INTEREST PAYMENTS ARE DENOMINATED IN A CURRENCY OR CURRENCY UNIT OTHER
THAN JAPANESE YEN, THIS NOTE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF JAPAN PRIOR
TO THE DATE WHICH IS 180 DAYS AFTER THE SETTLEMENT DATE WITH RESPECT TO THIS
NOTE.

______________
(1) Applies only if this Note is denominated in pounds sterling and matures
not more than one year from and including the Original Issue Date.

(2) Applies only if this Note is denominated in pounds sterling and matures
more than one year and not more than five years from and including the
Original Issue Date.


                           MORGAN STANLEY GROUP INC.

              SUBORDINATED GLOBAL MEDIUM-TERM NOTE, SERIES [D/E]
                                 (Fixed Rate)

ORIGINAL         INITIAL REDEMPTION      INTEREST RATE:          MATURITY
ISSUE DATE:      DATE:                                           DATE:
INTEREST         INITIAL REDEMPTION      INTEREST PAYMENT        OPTIONAL
ACCRUAL DATE:    PERCENTAGE:             DATE:                   REPAYMENT
                                                                 DATE(S):
TOTAL AMOUNT     ANNUAL REDEMPTION       APPLICABILITY OF
OF OID:          PERCENTAGE              MODIFIED PAYMENT        MINIMUM
                 REDUCTION:              UPON ACCELERATION       DENOMINA-
                 OR REDEMPTION:                                  TIONS:

ORIGINAL YIELD   INITIAL ACCRUAL         If yes, state           SPECIFIED
TO MATURITY:     PERIOD OID:             Issue Price:            CURRENCY:

OTHER            COMMON CODE:
PROVISIONS:
                 ISIN:




               Morgan Stanley Group Inc., a Delaware corporation (together
with its successors and assigns, the "Issuer"), for value received, hereby
promises to pay to




, or registered assignees, the principal sum of              , on the Maturity
Date specified above (except to the extent previously redeemed or repaid) and
to pay interest thereon at the Interest Rate per annum specified above from the
Interest Accrual Date specified above until the principal hereof is paid or
duly made available for payment (except as provided below), in arrears on each
Interest Payment Date specified above commencing on the Interest Payment Date
next succeeding the Interest Accrual Date specified above, and at maturity (or
on any redemption or repayment date); provided, however, that if the Interest
Accrual Date occurs between a Record Date, as defined below, and the next
succeeding Interest Payment Date, interest payments will commence on the
second Interest Payment Date succeeding the Interest Accrual Date to the
registered holder of this Note on the Record Date with respect to such second
Interest Payment Date.

               Interest on this Note will accrue from the most recent Interest
Payment Date to which interest has been paid or duly provided for, or, if no
interest has been paid or duly provided for, from the Interest Accrual Date,
until the principal hereof has been paid or duly made available for payment
(except as provided below).  The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, subject to certain
exceptions described herein, be paid to the person in whose name this Note (or
one or more predecessor Notes) is registered at the close of business on the
date 15 calendar days prior to such Interest Payment Date (whether or not a
Business Day) (each such date a "Record Date"); provided, however, that
interest payable at maturity (or on any redemption or repayment date) will be
payable to the person to whom the principal hereof shall be payable.

               Payment of the principal of this Note, any premium and the
interest due at maturity (or on any redemption or repayment date) will be made
in immediately available funds upon surrender of this Note at the office or
agency of the Principal Paying Agent, as defined on the reverse hereof, or at
such other paying agency as the Issuer may determine (each, a "Paying Agent,"
which term shall include the Principal Paying Agent).  Payment of the
principal of and premium, if any, and interest on this Note will be made in
the Specified Currency indicated above; provided, however, that U.S. dollar
payments of interest, other than interest due at maturity or on any date of
redemption or repayment, will be made by U.S. dollar check mailed to the
address of the person entitled thereto as such address shall appear in the
Note register.  A holder of U.S. $10,000,000 or more in aggregate principal
amount of Notes having the same Interest Payment Date will be entitled to
receive payments of interest, other than interest due at maturity or on any
date of redemption or repayment, by wire transfer of immediately available
funds if appropriate wire transfer instructions have been received by the
Principal Paying Agent in writing not less than 15 calendar days prior to the
applicable Interest Payment Date.  If this Note is denominated in a Specified
Currency other than U.S. dollars, payments of interest hereon will be made by
wire transfer of immediately available funds to an account maintained by the
holder hereof with a bank located outside the United States if appropriate
wire transfer instructions have been received by the Principal Paying Agent in
writing not less than 15 calendar days prior to the applicable Interest
Payment Date.  If such wire transfer instructions are not so received, such
interest payments will be made by check payable in such Specified Currency
mailed to the address of the person entitled thereto as such address shall
appear in the Note register.

               Reference is hereby made to the further provisions of this Note
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place, including,
without limitation, the provisions relating to the subordination of this Note
to the Issuer's Senior Indebtedness, as defined on the reverse hereof.

               Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, as defined on the reverse hereof by
manual signature, this Note shall not be entitled to any benefit under the
Subordinated Indenture, as defined on the reverse hereof, or be valid or
obligatory for any purpose.

               IN WITNESS WHEREOF, the Issuer has caused this Note to be duly
executed under its corporate seal.

DATED:                                 MORGAN STANLEY GROUP INC.


                                       By_________________________
                                           Title:

AUTHENTICATING AGENT'S CERTIFICATE
OF Authentication


This is one of the Notes referred
to in the within-mentioned
Subordinated Indenture.

CHEMICAL BANK,
  as Authenticating Agent


By _____________________________
         Authorized Officer


                        [FORM OF REVERSE OF SECURITY]

               This Note is one of a duly authorized issue of Subordinated
Global Medium-Term Notes, Series [D/E], having maturities more than nine
months from the date of issue (the "Notes") of the Issuer.  The Notes are
issuable under a Subordinated Indenture, dated as of April 15, 1989, as
supplemented by a First Supplemental Indenture dated as of May 15, 1991 (as so
supplemented, the "Subordinated Indenture"), between the Issuer and The First
National Bank of Chicago, as Trustee (the "Trustee," which term includes any
successor trustee under the Subordinated Indenture), to which Subordinated
Indenture and all indentures supplemental thereto reference is hereby made for
a statement of the respective rights, limitations of rights, duties and
immunities of the Issuer, the Trustee and holders of the Notes and the terms
upon which the Notes are, and are to be, authenticated and delivered.  The
Trustee has appointed Chemical Bank as Authenticating Agent (the
"Authenticating Agent," which term includes any successor authenticating agent
appointed by the Trustee) with respect to the Notes, and the Issuer has
appointed Chemical Bank, acting through its principal corporate trust office
in the Borough of Manhattan, The City of New York, as a paying agent for the
Notes in the United States and Chemical Bank, London Branch, at its corporate
trust office in London, as its principal paying agent for the Notes outside
the United States (the "Principal Paying Agent," which term includes any
additional or successor principal paying agent appointed by the Issuer).  The
terms of individual Notes may vary with respect to interest rates, interest
rate formulas, issue dates, maturity dates, or otherwise, all as provided in
the Subordinated Indenture.  To the extent not inconsistent herewith, the
terms of the Subordinated Indenture are hereby incorporated by reference
herein.

               If this Note is denominated in pounds sterling, the Issuer
represents that it is not an authorized institution (for purposes of the
United Kingdom Banking Act 1987) and repayment of the principal of, and
payment of any interest or premium on, this Note has not been guaranteed, that
it has complied with its obligations under the listing rules of The
International Stock Exchange of the United Kingdom and the Republic of Ireland
Limited (the "Rules") and that, since the last publication in compliance with
the Rules of information about it, it, having made all reasonable inquiries,
has not become aware of any change in circumstances which could reasonably be
regarded as significantly and adversely affecting its ability to meet its
obligations in respect of the Notes as they fall due.

               This Note will not be subject to any sinking fund and, unless
otherwise provided on the face hereof in accordance with the provisions of the
following two paragraphs and except as set forth below, will not be redeemable
or subject to repayment at the option of the holder prior to maturity.

               If so indicated on the face of this Note, this Note may be
redeemed in whole or in part at the option of the Issuer on or after the
Initial Redemption Date specified on the face hereof on the terms set forth on
the face hereof, together with interest accrued and unpaid hereon to the date
of redemption (except as provided below).  If this Note is subject to "Annual
Redemption Percentage Reduction," the Initial Redemption Percentage indicated
on the face hereof will be reduced on each anniversary of the Initial
Redemption Date by the Annual Redemption Percentage Reduction specified on the
face hereof until the redemption price of this Note is 100% of the principal
amount hereof, together with interest accrued and unpaid hereon to the date
of redemption (except as provided below).  Notice of redemption shall be
mailed to the registered holders of the Notes designated for redemption at
their addresses as the same shall appear on the Note register not less than 30
nor more than 60 days prior to the date fixed for redemption, subject to all
the conditions and provisions of the Subordinated Indenture.  In the event of
redemption of this Note in part only, a new Note or Notes for the amount of the
unredeemed portion hereof shall be issued in the name of the holder hereof
upon the cancellation hereof.

               If so indicated on the face of this Note, this Note will be
subject to repayment at the option of the holder on the Optional Repayment
Date or Dates specified on the face hereof on the terms set forth herein.  On
any Optional Repayment Date, this Note will be repayable in whole or in part
in increments of $1,000 or, if this Note is denominated in a Specified
Currency other than U.S. dollars, in increments of 1,000 units of such
Specified Currency (provided that any remaining principal amount hereof shall
not be less than the minimum authorized denomination hereof) at the option of
the holder hereof at a price equal to 100% of the principal amount to be
repaid, together with interest accrued and unpaid hereon to the date of
repayment (except as provided below).  For this Note to be repaid at the
option of the holder hereof, the Principal Paying Agent must receive at its
office in London, at least 15 but not more than 30 days prior to the date of
repayment, (i) this Note with the form entitled "Option to Elect Repayment"
below duly completed or (ii) a telegram, telex, facsimile transmission or a
letter from a member of a national securities exchange or the National
Association of Securities Dealers, Inc. or a commercial bank or a trust
company in the United States, Western Europe or Japan setting forth the name
of the holder of this Note, the principal amount hereof, the certificate
number of this Note or a description of this Note's tenor and terms, the
principal amount hereof to be repaid, a statement that the option to elect
repayment is being exercised thereby and a guarantee that this Note, together
with the form entitled "Option to Elect Repayment" duly completed, will be
received by the Principal Paying Agent not later than the fifth Business Day
after the date of such telegram, telex, facsimile transmission or letter;
provided, that such telegram, telex, facsimile transmission or letter shall
only be effective if this Note and form duly completed are received by the
Principal Paying Agent by such fifth Business Day.  Exercise of such repayment
option by the holder hereof shall be irrevocable.  In the event of repayment
of this Note in part only, a new Note or Notes for the amount of the unpaid
portion hereof shall be issued in the name of the holder hereof upon the
cancellation hereof.

               Interest payments on this Note will include interest accrued to
but excluding the Interest Payment Dates or the Maturity Date (or any earlier
redemption or repayment date), as the case may be.  Interest payments for this
Note will be computed and paid on the basis of a 360-day year of twelve 30-day
months.

               In the case where the Interest Payment Date or the Maturity
Date (or any redemption or repayment date) does not fall on a Business Day,
payment of interest, premium, if any, or principal otherwise payable on such
date need not be made on such date, but may be made on the next succeeding
Business Day with the same force and effect as if made on the Interest Payment
Date or on the Maturity Date (or any redemption or repayment date), and no
interest on such payment shall accrue for the period from and after the
Interest Payment Date or the Maturity Date (or any redemption or repayment
date) to such next succeeding Business Day.

               This Note and all other obligations of the Issuer hereunder
will constitute part of the subordinated debt of the Issuer, will be issued
under the Subordinated Indenture and will be subordinate and junior in right
of payment, to the extent and in the manner set forth in the Subordinated
Indenture, to all "Senior Indebtedness" of the Issuer.  The Subordinated
Indenture defines "Senior Indebtedness" as obligations (other than
non-recourse obligations, the debt securities, including this Note, issued
under the Subordinated Indenture or any other obligations specifically
designated as being subordinate in right of payment to Senior Indebtedness)
of, or guaranteed or assumed by, the Issuer for borrowed money or evidenced by
bonds, debentures, notes or other similar instruments, and amendments,
renewals, extensions, modifications and refundings of any such indebtedness or
obligation.

               This Note, and any Note or Notes issued upon transfer or
exchange hereof, is issuable only in fully registered form, without coupons,
and is issuable only in the minimum denominations set forth on the face hereof
or any amount in excess thereof which is an integral multiple of 1,000 units
of the Specified Currency set forth on the face hereof.

               Chemical Bank has been appointed registrar for the Notes (the
"Registrar," which term includes any successor registrar appointed by the
Issuer), and the Registrar will maintain at its office in The City of New
York, a register for the registration and transfer of Notes.  This Note may
be transferred at either the aforesaid New York office or at the London office
of the Registrar by surrendering this Note for cancellation, accompanied by a
written instrument of transfer in form satisfactory to the Registrar and duly
executed by the registered holder hereof in person or by the holder's attorney
duly authorized in writing, and thereupon the Registrar shall issue in the
name of the transferee or transferees, in exchange herefor, a new Note or
Notes having identical terms and provisions and having a like aggregate
principal amount in authorized denominations, subject to the terms and
conditions set forth herein; provided, however, that the Registrar will not be
required (i) to register the transfer of or exchange any Note that has been
called for redemption in whole or in part, except the unredeemed portion of
Notes being redeemed in part, (ii) to register the transfer of or exchange any
Note if the holder thereof has exercised his right, if any, to require the
Issuer to repurchase such Note in whole or in part, except the portion of such
Note not required to be repurchased, or (iii) to register the transfer of or
exchange Notes to the extent and during the period so provided in the
Subordinated Indenture with respect to the redemption of Notes.  Notes are
exchangeable at said offices for other Notes of other authorized denominations
of equal aggregate principal amount having identical terms and provisions.
All such exchanges and transfers of Notes will be free of service charge, but
the Issuer may require payment of a sum sufficient to cover any tax or other
governmental charge in connection therewith.  All Notes surrendered for
exchange shall be accompanied by a written instrument of transfer in form
satisfactory to the Registrar and executed by the registered holder in person
or by the holder's attorney duly authorized in writing.  The date of
registration of any Note delivered upon any exchange or transfer of Notes
shall be such that no gain or loss of interest results from such exchange or
transfer.

               In case any Note shall at any time become mutilated, defaced or
be destroyed, lost or stolen and such Note or evidence of the loss, theft or
destruction thereof (together with the indemnity hereinafter referred to and
such other documents or proof as may be required in the premises) shall be
delivered to the Registrar, a new Note of like tenor will be issued by the
Issuer in exchange for the Note so mutilated or defaced, or in lieu of the
Note so destroyed or lost or stolen, but, in the case of any destroyed or lost
or stolen Note, only upon receipt of evidence satisfactory to the Registrar
and the Issuer that such Note was destroyed or lost or stolen and, if required,
upon receipt also of indemnity satisfactory to each of them.  All expenses and
reasonable charges associated with procuring such indemnity and with the
preparation, authentication and delivery of a new Note shall be borne by the
owner of the Note mutilated, defaced, destroyed, lost or stolen.

               The Subordinated Indenture provides that, (a) if an Event of
Default (as defined in the Subordinated Indenture) due to the default in
payment of principal of, premium, if any, or interest on, any series of debt
securities issued under the Subordinated Indenture, including the series of
Subordinated Global Medium-Term Notes of which this Note forms a part, or due
to the default in the performance or breach of any other covenant or warranty
of the Issuer applicable to the debt securities of such series but not
applicable to all outstanding debt securities issued under the Subordinated
Indenture shall have occurred and be continuing, either the Trustee or the
holders of not less than 25% in principal amount of the debt securities of
each affected series (voting as a single class) may then declare the principal
of all debt securities of all such series and interest accrued thereon to be
due and payable immediately and (b) if an Event of Default due to a default in
the performance of any other of the covenants or agreements in the
Subordinated Indenture applicable to all outstanding debt securities issued
thereunder, including this Note, or due to certain events of bankruptcy,
insolvency and reorganization of the Issuer, shall have occurred and be
continuing, either the Trustee or the holders of not less than 25% in
principal amount of all debt securities issued under the Subordinated
Indenture then outstanding (treated as one class) may declare the principal
of all such debt securities and interest accrued thereon to be due and payable
immediately, but upon certain conditions such declarations may be annulled and
past defaults may be waived (except a continuing default in payment of
principal (or premium, if any) or interest on such debt securities) by the
holders of a majority in principal amount of the debt securities of all
affected series then outstanding.

               If the face hereof indicates that this Note is subject to
"Modified Payment upon Acceleration or Redemption," then (i) if the principal
hereof is declared to be due and payable as described in the preceding
paragraph, the amount of principal due and payable with respect to this Note
shall be limited to the aggregate principal amount hereof multiplied by the
sum of the Issue Price specified on the face hereof (expressed as a percentage
of the aggregate principal amount) plus the original issue discount amortized
from the Interest Accrual Date to the date of declaration, which amortization
shall be calculated using the "interest method" (computed in accordance with
generally accepted accounting principles in effect on the date of declaration),
(ii) for the purpose of any vote of securityholders taken pursuant to the
Subordinated Indenture prior to the acceleration of payment of this Note, the
principal amount hereof shall equal the amount that would be due and payable
hereon, calculated as set forth in clause (i) above, if this Note were
declared to be due and payable on the date of any such vote and (iii) for the
purpose of any vote of securityholders taken pursuant to the Subordinated
Indenture following the acceleration of payment of this Note, the principal
amount hereof shall equal the amount of principal due and payable with respect
to this Note, calculated as set forth in clause (i) above.

               This Note may be redeemed, as a whole, at the option of the
Issuer at any time prior to maturity, upon the giving of a notice of
redemption as described below, at a redemption price equal to 100% of the
principal amount hereof, together with accrued interest to the date fixed for
redemption (except that if this Note is subject to "Modified Payment upon
Acceleration or Redemption," such redemption price would be limited to the
aggregate principal amount hereof multiplied by the sum of the Issue Price
specified on the face hereof (expressed as a percentage of the aggregate
principal amount) plus the original issue discount amortized from the Interest
Accrual Date to the date of redemption, which amortization shall be calculated
using the "interest method" (computed in accordance with generally accepted
accounting principles in effect on the date of redemption)), if the Issuer
determines that, as a result of any change in or amendment to the laws (or any
regulations or rulings promulgated thereunder) of the United States or of any
political subdivision or taxing authority thereof or therein affecting
taxation, or any change in official position regarding the application or
interpretation of such laws, regulations or rulings, which change or amendment
becomes effective on or after the Original Issue Date hereof, the Issuer has
or will become obligated to pay Additional Amounts (as defined below) with
respect to the Notes as described below.  Prior to the giving of any notice of
redemption pursuant to this paragraph, the Issuer shall deliver to the Trustee
(i) a certificate stating that the Issuer is entitled to effect such
redemption and setting forth a statement of facts showing that the conditions
precedent to the right of the Issuer to so redeem have occurred, and (ii) an
opinion of independent counsel satisfactory to the Trustee to such effect
based on such statement of facts; provided that no such notice of redemption
shall be given earlier than 60 days prior to the earliest date on which the
Issuer would be obligated to pay such Additional Amounts if a payment in
respect of this Note were then due.

               Notice of redemption will be given not less than 30 nor more
than 60 days prior to the date fixed for redemption, which date and the
applicable redemption price will be specified in such notice.

               The Issuer will, subject to certain exceptions and limitations
set forth below, pay such additional amounts (the "Additional Amounts") to the
holder of this Note who is a United States Alien (as defined below) as may be
necessary in order that every net payment of the principal of and interest on
this Note and any other amounts payable on this Note, after withholding for or
on account of any present or future tax, assessment or governmental charge
imposed upon or as a result of such payment by the United States (or any
political subdivision or taxing authority thereof or therein), will not be
less than the amount provided for in this Note to be then due and payable.
The Issuer will not, however, be required to make any payment of Additional
Amounts to any such holder for or on account of:

               (a)  any such tax, assessment or other governmental charge that
         would not have been so imposed but for (i) the existence of any
         present or former connection between such holder (or between a
         fiduciary, settlor, beneficiary, member or shareholder of such
         holder, if such holder is an estate, a trust, a partnership or a
         corporation) and the United States, including, without limitation,
         such holder (or such fiduciary, settlor, beneficiary, member or
         shareholder) being or having been a citizen or resident thereof or
         being or having been engaged in a trade or business or present
         therein or having, or having had, a permanent establishment therein
         or (ii) the presentation by the holder of this Note for payment on a
         date more than 15 days after the date on which such payment became due
         and payable or the date on which payment thereof is duly provided
         for, whichever occurs later;

               (b)  any estate, inheritance, gift, sales, transfer or personal
         property tax or any similar tax, assessment or governmental charge;

               (c)  any tax, assessment or other governmental charge imposed
         by reason of such holder's past or present status as a personal
         holding company or foreign personal holding company or controlled
         foreign corporation or passive foreign investment company with
         respect to the United States or as a corporation which accumulates
         earnings to avoid United States federal income tax or as a private
         foundation or other tax-exempt organization;

               (d)  any tax, assessment or other governmental charge that is
         payable otherwise than by withholding from payments on or in respect
         of this Note;

               (e)  any tax, assessment or other governmental charge required
         to be withheld by any Paying Agent from any payment of principal of,
         or interest on, this Note, if such payment can be made without such
         withholding by any other Paying Agent in a city in Western Europe;

               (f)  any tax, assessment or other governmental charge that
         would not have been imposed but for the failure to comply with
         certification, information or other reporting requirements concerning
         the nationality, residence or identity of the holder or beneficial
         owner of this Note, if such compliance is required by statute or by
         regulation of the United States or of any political subdivision or
         taxing authority thereof or therein as a precondition to relief or
         exemption from such tax, assessment or other governmental charge;

               (g)  any tax, assessment or other governmental charge imposed
         by reason of such holder's past or present status as the actual or
         constructive owner of 10% or more of the total combined voting power
         of all classes of stock entitled to vote of the Issuer or as a direct
         or indirect subsidiary of the Issuer; or

               (h)  any combination of items (a), (b), (c), (d), (e), (f) or
         (g);

nor shall Additional Amounts be paid with respect to any payment on this Note
to a United States Alien who is a fiduciary or partnership or other than the
sole beneficial owner of such payment to the extent such payment would be
required by the laws of the United States (or any political subdivision
thereof) to be included in the income, for tax purposes, of a beneficiary or
settlor with respect to such fiduciary or a member of such partnership or a
beneficial owner who would not have been entitled to the Additional Amounts
had such beneficiary, settlor, member or beneficial owner been the holder of
this Note.

               The Subordinated Indenture permits the Issuer and the Trustee,
with the consent of the holders of not less than a majority in aggregate
principal amount of the debt securities of all series issued under the
Subordinated Indenture then outstanding and affected (voting as one class), to
execute supplemental indentures adding any provisions to or changing in any
manner the rights of the holders of each series so affected; provided that the
Issuer and the Trustee may not, without the consent of the holder of each
outstanding debt security affected thereby, (a) extend the final maturity of
any such debt security, or reduce the principal amount thereof, or reduce the
rate or extend the time of payment of interest thereon, or reduce any amount
payable on redemption or repayment thereof, or change the currency of payment
thereof, or impair or affect the rights of any holder to institute suit for
the payment thereof without the consent of the holder of each debt security so
affected; or (b) reduce the aforesaid percentage in principal amount of debt
securities the consent of the holders of which is required for any such
supplemental indenture, without the consent of the holders of each debt
security so affected; provided, however, that neither this Note nor the
Subordinated Indenture may be amended to alter the subordination provisions
hereof or thereof without the written consent of each holder of Senior
Indebtedness then outstanding that would be adversely affected thereby.

               Except as set forth below, if the principal of, premium, if
any, or interest on, this Note is payable in a Specified Currency other than
U.S. dollars and such Specified Currency is not available to the Issuer for
making payments hereon due to the imposition of exchange controls or other
circumstances beyond the control of the Issuer or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions within the international banking
community, then the Issuer will be entitled to satisfy its obligations to the
holder of this Note by making such payments in U.S. dollars on the basis of
the Market Exchange Rate (as defined below) on the date of such payment or, if
the Market Exchange Rate is not available on such date, as of the most recent
practicable date.  Any payment made under such circumstances in U.S. dollars
where the required payment is in a Specified Currency other than U.S. dollars
will not constitute an Event of Default.

               If the principal of, premium, if any, or interest on, this Note
is payable in ECUs, then with respect to each due date for any such payment on
or after the first business day in London on which the ECU is used neither as
the unit of account of the European Community ("EC") nor as the currency of
the European Union, the Issuer shall choose a substitute currency (the "Chosen
Currency") which may be any currency which was, on the last day on which the
ECU was used as the unit of account of the EC, a component currency of the ECU
basket or U.S. dollars, in which all such payments due on or after that date
with respect to this Note shall be made.  Notice of the Chosen Currency so
selected shall, where practicable, be published in the manner described in
"Notices" below.   The amount of each payment in such Chosen Currency shall be
computed on the basis of the equivalent of the ECU in that currency,
determined as described below, as of the fourth business day in London prior
to the date on which such payment is due.

               If the principal of, premium, if any, or interest on, this Note
is payable in ECUs, then on the first business day in London on which the ECU
is used neither as the unit of account of the EC nor as the currency of the
European Union, the Issuer shall choose a Chosen Currency in which all such
payments with respect to this Note having a due date prior thereto but not yet
presented for payment are to be made.   The amount of each payment in such
Chosen Currency shall be computed on the basis of the equivalent of the ECU in
that currency, determined as described below, as of such first business day.

               The equivalent of the ECU in the relevant Chosen Currency as of
any date (the "Day of Valuation") shall be determined on the following basis
by, or on behalf of, an Exchange Rate Agent appointed by the Issuer.  The
amounts and components composing the ECU for this purpose (the "Components")
shall be the amounts and components composing the ECU as of the last date on
which the ECU was used as the unit of account of the EC.  The equivalent of
the ECU in the Chosen Currency shall be calculated by, first, aggregating the
U.S. dollar equivalents of the Components; and then, in the case of a Chosen
Currency other than U.S. dollars, using the rate used for determining the U.S.
dollar equivalent of the Components in the Chosen Currency as set forth below,
calculating the equivalent in the Chosen Currency of such aggregate amount in
U.S. dollars.

               The U.S. dollar equivalent of each of the Components shall be
determined by, or on behalf of, the Exchange Rate Agent on the basis of the
middle spot delivery quotations prevailing at 2:30 p.m., London time, on the
Day of Valuation, as obtained by, or on behalf of, the Exchange Rate Agent
from one or more major banks, as selected by the Issuer, in the country of
issue of the component currency in question.

               If for any reason no direct quotations are available for a
Component as of a Day of Valuation from any of the banks selected for this
purpose, in computing the U.S. dollar equivalent of such Component, the
Exchange Rate Agent shall (except as provided below) use the most recent
direct quotations for such Component obtained by it or on its behalf; provided
that such quotations were prevailing in the country of issue not more than two
Business Days before such Day of Valuation.  If such most recent quotations
were so prevailing more than two Business Days in the country of issue before
such Day of Valuation, the Exchange Rate Agent shall determine the U.S. dollar
equivalent of such Component on the basis of cross rates derived from the
middle spot delivery quotations for such component currency and for the U.S.
dollar prevailing at 2:30 p.m., London time, on such Day of Valuation, as
obtained by, or on behalf of, the Exchange Rate Agent from one or more major
banks, as selected by the Issuer, in a country other than the country of issue
of such component currency.  Notwithstanding the foregoing, the Exchange Rate
Agent shall determine the U.S. dollar equivalent of such Component on the
basis of such cross rates if the Issuer or such agent judges that the
equivalent so calculated is more representative than the U.S. dollar
equivalent calculated as provided in the first sentence of this paragraph.
Unless otherwise specified by the Issuer, if there is more than one market for
dealing in any component currency by reason of foreign exchange regulations or
for any other reason, the market to be referred to in respect of such currency
shall be that upon which a non-resident issuer of notes denominated in such
currency would purchase such currency in order to make payments in respect of
such securities.

               Payments in the Chosen Currency will be made at the specified
office of a paying agent in the country of the Chosen Currency, or, if none,
or at the option of the holder, at the specified office of any Paying Agent
either by a check drawn on, or by transfer to an account maintained by the
holder with, a bank in the principal financial center of the country of the
Chosen Currency.

               All determinations referred to above made by, or on behalf of,
the Issuer or by, or on behalf of, the Exchange Rate Agent shall be at its
sole discretion and shall, in the absence of manifest error, be conclusive for
all purposes and binding on holders of this Note.

               So long as this Note shall be outstanding, the Issuer will
cause to be maintained an office or agency for the payment of the principal of
and premium, if any, and interest on this Note as herein provided in the
Borough of Manhattan, The City of New York, and an office or agency in said
Borough of Manhattan for the registration, transfer and exchange as aforesaid
of the Notes.  If this Note is listed on The International Stock Exchange of
the United Kingdom and the Republic of Ireland Limited and such Exchange so
requires, the Issuer shall maintain a Paying Agent in London.  The Issuer may
designate other agencies for the payment of said principal, premium and
interest at such place or places (subject to applicable laws and regulations)
as the Issuer may decide.  So long as there shall be such an agency, the
Issuer shall keep the Trustee advised of the names and locations of such
agencies, if any are so designated.

               With respect to moneys paid by the Issuer and held by the
Trustee or any Paying Agent for payment of the principal of or interest or
premium, if any, on any Notes that remain unclaimed at the end of two years
after such principal, interest or premium shall have become due and payable
(whether at maturity or upon call for redemption or otherwise), (i) the
Trustee or such Paying Agent shall notify the holders of such Notes that such
moneys shall be repaid to the Issuer and any person claiming such moneys shall
thereafter look only to the Issuer for payment thereof and (ii) such moneys
shall be so repaid to the Issuer.  Upon such repayment all liability of the
Trustee or such Paying Agent with respect to such moneys shall thereupon cease,
without, however, limiting in any way any obligation that the Issuer may have
to pay the principal of or interest or premium, if any, on this Note as the
same shall become due.

               No provision of this Note or of the Subordinated Indenture
shall alter or impair the obligation of the Issuer, which is absolute and
unconditional, to pay the principal of, premium, if any, and interest on this
Note at the time, place, and rate, and in the coin or currency, herein
prescribed unless otherwise agreed between the Issuer and the registered
holder of this Note.

               Prior to due presentment of this Note for registration of
transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee
may treat the holder in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note be overdue, and none of the Issuer,
the Trustee or any such agent shall be affected by notice to the contrary.

               No recourse shall be had for the payment of the principal of,
premium, if any, or the interest on this Note, for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Subordinated
Indenture or any indenture supplemental thereto, against any incorporator,
shareholder, officer or director, as such, past, present or future, of the
Issuer or of any successor corporation, either directly or through the Issuer
or any successor corporation, whether by virtue of any constitution, statute
or rule of law or by the enforcement of any assessment or penalty or
otherwise, all such liability being, by the acceptance hereof and as part of
the consideration for the issue hereof, expressly waived and released.

               This Note shall for all purposes be governed by, and construed
in accordance with, the laws of the State of New York;

               As used herein:

               (a)  the term "Business Day" means any day, other than a
Saturday or Sunday, that is neither a legal holiday nor a day on which banking
institutions are authorized or required by law or regulation to close in The
City of New York or in the City of London and (i) if this Note is denominated
in a Specified Currency other than U.S. dollars, Australian dollars or ECUs,
in the principal financial center of the country of the Specified Currency,
(ii) if this Note is denominated in Australian dollars, in Sydney and (iii) if
this Note is denominated in ECUs, that is not a non-ECU clearing day, as
determined by the ECU Banking Association in Paris;

               (b)  the term "Market Exchange Rate" means the noon U.S. dollar
buying rate in The City of New York for wire transfers of the Specified
Currency indicated on the face hereof as certified for customs purposes by the
Federal Reserve Bank of New York;

               (c)  the term "Notices" refers to notices to be sent to the
holders of the Notes at each holder's address as that address appears in the
register for the Notes by first class mail, postage prepaid, and to be given
by publication in an authorized newspaper in the English language and of
general circulation in the Borough of Manhattan, The City of New York, and
London or, if publication in London is not practical, in an English language
newspaper with general circulation in Western Europe.  Such publication is
expected to be made in the Wall Street Journal and the Financial Times.  Such
Notices will be deemed to have been given on the date of such publication, or
if published in such newspapers on different dates, on the date of the first
such publication;

               (d)  the term "United States" means the United States of
America (including the States and the District of Columbia), its territories,
its possessions and other areas subject to its jurisdiction; and

               (e)  the term "United States Alien" means any person who, for
United States federal income tax purposes, is a foreign corporation, a
non-resident alien individual, a non-resident alien fiduciary of a foreign
estate or trust, or a foreign partnership, one or more of the members of which
is a foreign corporation, a non-resident alien individual or a non-resident
alien fiduciary of a foreign estate or trust.

               All other terms used in this Note which are defined in the
Subordinated Indenture and not otherwise defined herein shall have the
meanings assigned to them in the Subordinated Indenture.

                                ABBREVIATIONS

               The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written
out in full according to applicable laws or regulations:

         TEN COM-as tenants in common
         TEN ENT-as tenants by the entireties
         JT TEN-as joint tenants with right of survivorship
           and not as tenants in common


         UNIF GIFT MIN ACT-...........Custodian..............
                             (Cust)               (Minor)

         Under Uniform Gifts to Minors Act...................
                                               (State)


               Additional abbreviations may also be used though not in the
above list.

                                  __________

               FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto

[PLEASE INSERT SOCIAL SECURITY OR OTHER
    IDENTIFYING NUMBER OF ASSIGNEE]


_______________________________________|
                                       |
                                       |
___________________________________________________________________________


___________________________________________________________________________
[PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING ZIP CODE,
OF ASSIGNEE]


___________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably


___________________________________________________________________________
constituting and appointing such person attorney to transfer


___________________________________________________________________________
such note on the books of the Issuer, with full power of


___________________________________________________________________________
substitution in the premises.


Dated:_____________________


NOTICE:   The signature to this assignment must correspond with the name
          as written upon the face of the within Note in every particular
          without alteration or enlargement or any change whatsoever.


                          OPTION TO ELECT REPAYMENT

               The undersigned hereby irrevocably requests and instructs the
Issuer to repay the within Note (or portion thereof specified below) pursuant
to its terms at a price equal to the principal amount thereof, together with
interest to the Optional Repayment Date, to the undersigned at

___________________________________________________________________________

___________________________________________________________________________

___________________________________________________________________________
                          (Please print or typewrite
                     name and address of the undersigned)

               If less than the entire principal amount of the within Note is
to be repaid, specify the portion thereof which the holder elects to have
repaid:  __________________; and specify the denomination or denominations
(which shall not be less than the minimum authorized denomination) of the
Notes to be issued to the holder for the portion of the within Note not being
repaid (in the absence of any such specification, one such Note will be issued
for the portion not being repaid):

____________________________.



Dated:_____________              ___________________________________
                                 NOTICE:  The signature on this
                                 Option to Elect Repayment must
                                 correspond with the name as written
                                 upon the face of the within
                                 instrument in every particular
                                 without alteration or enlargement.

EX-4.V

                                                                 EXHIBIT 4-v

                               [FORM OF FACE OF SECURITY]

               Temporary Global Floating Rate Senior Bearer Note

        BEARER                                                  BEARER
No. TGFL _____

[COMMERCIAL PAPER ISSUED IN ACCORDANCE WITH REGULATIONS MADE UNDER SEC- TION 4
OF THE UNITED KINGDOM BANKING ACT 1987.](*)

[MEDIUM TERM NOTE ISSUED IN ACCORDANCE WITH REGULATIONS MADE UNDER SEC- TION 4
OF THE UNITED KINGDOM BANKING ACT 1987.](**)

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE UNITED STATES INTERNAL REVENUE
CODE.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR AN INTEREST IN A
PERMANENT GLOBAL BEARER NOTE, THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT
AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF
THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY
THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF
SUCH SUCCESSOR DEPOSITARY.

IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "ORIGINAL YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE  APPROXIMATE METHOD) SET
FORTH BELOW HAVE BEEN COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE
FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.

THIS NOTE HAS NOT BEEN, AND WILL NOT BE, REGISTERED UNDER  THE SECURITIES AND
EXCHANGE LAW OF JAPAN.  THIS NOTE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF JAPAN
(WHICH TERM AS USED HEREIN MEANS ANY PERSON RESIDENT IN JAPAN INCLUDING ANY
CORPORATION OR OTHER ENTITY ORGANIZED UNDER THE LAWS OF JAPAN) OR TO OTHERS
FOR THE RE-OFFERING OR RE-SALE, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO A
RESIDENT OF JAPAN EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF, AND OTHERWISE IN COMPLIANCE WITH, THE SECURITIES AND EXCHANGE
LAW OF JAPAN AND OTHER RELEVANT LAWS AND REGULATIONS OF JAPAN.

IF THIS NOTE IS DENOMINATED IN JAPANESE YEN, IT SHALL HAVE A MATURITY OF NOT
LESS THAN ONE YEAR AND IT MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY,
IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT IN JAPAN PRIOR TO THE DATE
WHICH IS 90 DAYS AFTER THE SETTLEMENT DATE WITH RESPECT TO THIS NOTE.  IF (i)
INTEREST PAYMENTS ON THIS NOTE ARE DENOMINATED IN JAPANESE YEN AND PRINCIPAL
PAYMENTS ARE DENOMINATED IN A CURRENCY OR CURRENCY UNIT OTHER THAN JAPANESE
YEN OR (ii) PRINCIPAL PAYMENTS ON THIS NOTE ARE DENOMINATED IN JAPANESE YEN
AND INTEREST PAYMENTS ARE DENOMINATED IN A CURRENCY OR CURRENCY UNIT OTHER
THAN JAPANESE YEN, THIS NOTE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF JAPAN PRIOR
TO THE DATE WHICH IS 180 DAYS AFTER THE SETTLEMENT DATE WITH RESPECT TO THIS
NOTE.

____________________
(*)    Applies only if this Note is denominated in pounds  sterling  and
       matures not more than one year from and including the Original Issue
       Date.
(**)   Applies only if this Note is denominated in pounds  sterling and
       matures more than one year and not more than five years from and
       including the Original Issue Date.


                           MORGAN STANLEY GROUP INC.
                 SENIOR GLOBAL MEDIUM-TERM NOTE, SERIES [D/E]
                                (Floating Rate)

  ORIGINAL ISSUE      INTEREST ACCRUAL DATE:      INTEREST PAYMENT DATE(S):
DATE:
                    INITIAL INTEREST RATE:      INTEREST PAYMENT PERIOD:
MATURITY DATE:
                    INITIAL INTEREST RESET       INTEREST RESET PERIOD:
BASE RATE:          DATE:
                                                 INTEREST RESET DATES:
INDEX MATURITY:     MAXIMUM INTEREST RATE:
                                                 CALCULATION   AGENT:
SPREAD (PLUS OR     MINIMUM INTEREST RATE:
MINUS):                                          SPECIFIED CURRENCY:

ALTERNATE RATE      INITIAL REDEMPTION DATE:     LIBOR CURRENCY:
EVENT SPREAD:
                                                 TOTAL AMOUNT OF OID:
SPREAD MULTIPLIER:  INITIAL REDEMPTION
                    PERCENTAGE:                  ORIGINAL YIELD TO
EUROCLEAR NO.:                                   MATURITY:
                    ANNUAL REDEMPTION
CEDEL NO.:          PERCENTAGE REDUCTION:        INITIAL ACCRUAL
                                                 PERIOD OID:
REPORTING SERVICE:  OPTIONAL REPAYMENT
                    DATE(S):                     MINIMUM DENOMINATIONS:

COMMON CODE:

ISIN:

OTHER PROVISIONS:
                  Morgan Stanley Group Inc., a Delaware corporation
(together with its successors and assigns, the "Issuer"), for value received,
hereby promises to pay to bearer, upon surrender hereof, the principal amount
specified in Schedule A hereto, on the Maturity Date specified above (except
to the extent previously redeemed or repaid) and to pay interest thereon, from
the Interest Accrual Date specified above at a rate per annum equal to the
Initial Interest Rate specified above until the Initial Interest Reset Date
specified above, and thereafter at a rate per annum determined in accordance
with the provisions specified in the Permanent Global Bearer Note (as defined
below) until such principal amount is paid or duly made available for payment.
The Issuer will pay interest in arrears monthly, quarterly, semiannually or
annually as specified above as the Interest Payment Period on each Interest
Payment Date (as specified above), commencing with the first Interest Payment
Date next succeeding the Interest Accrual Date specified above, and at
maturity (or on any redemption or repayment date); provided, however, that if
the Interest Accrual Date occurs fifteen days or less prior to the first
Interest Payment Date occurring after the Interest Accrual Date, interest
payments will commence on the second Interest Payment Date succeeding the
Interest Accrual Date; and provided, further, that if an Interest Payment Date
(other than the Maturity Date (as specified above) or redemption or repayment
date) would fall on a day that is not a Business Day, as defined below, such
Interest Payment Date shall be the following day that is a Business Day,
except that if the Base Rate specified above is LIBOR and such next Business
Day falls in the next calendar month, such Interest Payment Date shall be the
immediately preceding day that  is a Business Day; and provided, further, that
if the Maturity Date or redemption or repayment date would fall on a day that
is not a Business Day, the payment of principal, premium, if any, and interest
will be made on the next succeeding Business Day and no interest shall accrue
for the period from and after such Maturity Date or redemption or repayment
date.

                  Interest on this Note will accrue from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
or, if no interest has been paid or duly provided for, from the Interest
Accrual Date, until the principal amount hereof has been paid or duly made
available for payment. Upon any payment of interest on this Note, the
Principal Paying Agent (as defined below) shall cause Schedule A of this Note
to be endorsed to reflect such payment.  No payment on this Note will be made
at any office or agency of the Issuer in the United States or by check mailed
to an address in the United States (as defined below) or by wire transfer to
an account maintained by the holder of this Note with a bank in the United
States except as may be permitted under United States federal tax laws and
regulations then in effect without adverse tax consequences to the Issuer.
Notwithstanding the foregoing, in the event that payment in U.S. dollars of
the full amount payable on this Note at the offices of all Paying Agents (as
defined below) would be illegal or effectively precluded as a result of
exchange controls or similar restrictions, payment on this Note will be made
by a paying agency in the United States, if such paying agency, under
applicable law and  regulations, would be able to make such payment.
Notwithstanding any other provision of this Note, no payment of principal or
interest shall be made on any portion of this Note unless there shall have been
delivered to the Principal Paying Agent a certificate substantially in the
form of Exhibit A hereto with respect to the portion of this Note with respect
to which such principal or interest is to be  paid.  Such certificate shall
have been delivered to the holder hereof by Morgan Guaranty Trust Company of
New York, Brussels office, as operator of the Euroclear System (the "Euroclear
Operator") Cedel Bank, societe anonyme ("Cedel") and/or any other relevant
clearing system (including Societe Interprofessionelle pour la Compensation
des Valeurs Mobilieres and the Intermediaires financiers habilites authorized
to maintain accounts therein (SICOVAM")), as the case may be, and shall be
based on a certificate substantially in the form of Exhibit B hereto provided
to the Euroclear Operator, Cedel and/or any other relevant clearing system, as
the case may be, by those of its account holders who are to receive such
payment of principal or interest.

                  This Note is issued in temporary global bearer form and
represents all or a portion of a duly authorized issue of Senior Global
Medium-Term Notes, Series [D/E] (the "Notes"), issued under a Senior
Indenture, dated as of April 15, 1989, as supplemented by a First Supplemental
Indenture dated as of May 15, 1991 (as so supplemented, the "Senior
Indenture"), between the Issuer and Chemical Bank, as Trustee (the "Trustee,"
which term includes any successor trustee under the Senior Indenture), to
which Senior Indenture and all indentures supplemental thereto reference is
hereby made for a statement of the respective rights, limitations  of rights,
duties and immunities of the Issuer, the Trustee and holders of the Notes and
the terms upon which the Notes are, and are to be, authenticated and
delivered.  The Issuer has appointed Chemical Bank, London Branch, as its
principal paying agent for the Notes (the "Principal Paying Agent," which term
includes any additional or successor Principal Paying Agent appointed by the
Issuer).  The Notes are issuable (i) in temporary or permanent global bearer
form without coupons attached (the "Global Bearer  Notes") in the minimum
denominations set forth on the face hereof or thereof or any amount in excess
thereof which is an integral multiple of 1,000 units of the Specified Currency
set forth on the face hereof or thereof, (ii) in definitive bearer form with
interest coupons attached (the "Definitive Bearer Notes") in the minimum
denominations set forth on the face thereof or any amount in excess thereof
which is an integral multiple of 1,000 units of the Specified Currency set
forth on the face thereof and (iii) in fully registered definitive form without
coupons (the "Registered Notes"), in the minimum denominations set forth on
the face thereof or any amount in excess thereof which is an integral multiple
of 1,000 units of the Specified Currency set forth on the face thereof.

                  Except as otherwise provided herein, this Note is governed
by the terms and conditions of the Permanent Global Floating Rate Senior
Bearer Note (the "Permanent Global Bearer Note") to be issued in exchange for
this Note, which terms and conditions are hereby incorporated by reference
herein mutatis mutandis and shall be binding on the Company and the holder
hereof as if fully set forth  herein.  The form of the Permanent Global Bearer
Note is attached hereto.

                  This Note is exchangeable in whole or from  time to time in
part on or after the Exchange Date (as defined  below) for an interest (equal
to the principal amount of the portion of this Note being exchanged) in a
single Permanent Global Bearer Note upon the request of the Euroclear
Operator, Cedel and/or any other relevant clearing system, acting on behalf of
the owner of a beneficial interest in this Note, to the Principal Paying Agent
upon delivery to the Principal Paying Agent of a certificate substantially in
the form of Exhibit A hereto with respect to the portion of this Note to be
exchanged.  Such certificate shall have been delivered to the holder hereof by
the Euroclear Operator, Cedel and/or any other relevant clearing system, as
the case may be, and shall be based on a certificate substantially in the form
of Exhibit B hereto provided to the Euroclear Operator, Cedel and/or any other
relevant clearing system, as the case may be, by those of its account holders
having an interest in the portion hereof to be exchanged.  Notwithstanding the
foregoing, if this Note is subject to a tax redemption as described on the
reverse of the Permanent Global Bearer Note attached hereto, interests in this
Note may be exchanged for interests in a permanent Global Bearer Note on and
after such redemption date as if such redemption date had been the Exchange
Date, subject to receipt of the certificates described in the preceding
sentence.  Upon exchange of any portion of this Note for an interest in a
Permanent Global Bearer Note, the Principal Paying Agent shall cause Schedule
A of this Note to be endorsed to reflect the reduction of its principal amount
by an amount equal to the aggregate principal amount being so exchanged.
Except as otherwise provided herein, until exchanged for a Permanent Global
Bearer Note, this Note shall in all respects be entitled to the same benefits
under the Senior Indenture as a duly authenticated and delivered Permanent
Global Bearer Note.

                  As used herein:

                  (a)   the term "Business Day" means any day, other than a
Saturday or Sunday, that is neither a legal holiday nor a day on which banking
institutions are authorized or required by law or regulation to close in The
City of New York or in the City of London and (i) with respect to Notes bearing
interest calculated by reference to LIBOR, that is also a London Banking Day,
(ii) with respect to Notes denominated in a Specified Currency other than U.S.
dollars, Australian dollars or ECUs, in the principal financial center of the
country of the Specified Currency, (iii) with respect to Notes denominated in
Australian dollars, in Sydney and (iv) with respect to Notes denominated in
ECUs, that is not a non-ECU clearing day, as determined by the ECU Banking
Association in Paris.

                  (b)   the term "Exchange Date" means the date that is 40
days after the date on which the Issuer receives the proceeds of the sale of
this Note (the "Closing  Date"), provided that if this Note is held by Morgan
Stanley International, or any other manager participating in the distribution
of the tranche of Notes of which this Note forms a part, as part of an unsold
allotment or subscription more than 40 days after the Closing Date for this
Note, the Exchange Date shall be the day after the date this Note is sold by
Morgan Stanley International or such other manager, all as determined and
notified to the Trustee by Morgan Stanley International, or if Morgan Stanley
International did not participate in the distribution of such tranche, by the
Issuer.

                  (c)   the term "United States" means the United States of
America (including the States and the District of Columbia); and its
"possessions" include Puerto Rico, the U.S. Virgin Islands, Guam, American
Samoa, Wake Island and the Northern Mariana Islands.

                  All other terms used in this Note which are defined in the
Senior Indenture and not otherwise defined herein shall have the meanings
assigned to them in the Senior Indenture.

                  Unless the certificate of authentication hereon has been
executed by the Trustee by manual signature, this Note shall not be entitled
to any benefit under the Senior Indenture, as defined on the reverse hereof,
or be valid or obligatory for any purpose.



                  IN WITNESS WHEREOF, the Issuer has caused this Note to be
duly executed under its corporate seal.

DATED:                                    MORGAN STANLEY GROUP INC.


                                          By
                                            _______________________________
                                                Title:

TRUSTEE'S CERTIFICATE
OF AUTHENTICATION


This is one of the Notes referred
to in the within-mentioned
Senior Indenture.

CHEMICAL BANK,
  as Trustee



By
   _______________________________
         Authorized Officer

                                                                  SCHEDULE A

                             SCHEDULE OF EXCHANGES

       The Initial Principal Amount of this Note is              .  The
following payments of interest and exchanges of a part of this Note for an
interest in a single Permanent Global Bearer Note have been made:



                              Principal
                              Amount          Remaining
                              Exchanged       Principal
                              For             Amount
Date of                       Permanent       Outstanding      Notation Made
Exchange        Payment       Global          Following        by or on
or Interest     of            Bearer          Such             of Principal
Payment         Interest      Note            Exchange         Paying Agent
___________     ___________   ___________     ___________      ____________

___________     ___________   ___________     ___________      ____________

___________     ___________   ___________     ___________      ____________

___________     ___________   ___________     ___________      ____________

___________     ___________   ___________     ___________      ____________

___________     ___________   ___________     ___________      ____________

___________     ___________   ___________     ___________      ____________

___________     ___________   ___________     ___________      ____________

___________     ___________   ___________     ___________      ____________

___________     ___________   ___________     ___________      ____________

___________     ___________   ___________     ___________      ____________

___________     ___________   ___________     ___________      ____________

___________     ___________   ___________     ___________      ____________

___________     ___________   ___________     ___________      ____________

___________     ___________   ___________     ___________      ____________

___________     ___________   ___________     ___________      ____________

___________     ___________   ___________     ___________      ____________

___________     ___________   ___________     ___________      ____________

___________     ___________   ___________     ___________      ____________

___________     ___________   ___________     ___________      ____________

___________     ___________   ___________     ___________      ____________

___________     ___________   ___________     ___________      ____________

___________     ___________   ___________     ___________      ____________

___________     ___________   ___________     ___________      ____________

___________     ___________   ___________     ___________      ____________

___________     ___________   ___________     ___________      ____________

___________     ___________   ___________     ___________      ____________

___________     ___________   ___________     ___________      ____________

___________     ___________   ___________     ___________      ____________

___________     ___________   ___________     ___________      ____________



                                                                 EXHIBIT A

                      [FORM OF CERTIFICATE TO BE GIVEN BY
                     THE EUROCLEAR OPERATOR, CEDEL AND/OR
                      ANY OTHER RELEVANT CLEARING SYSTEM]

                                  CERTIFICATE

                    ______________________________________

                           Morgan Stanley Group Inc.
                    Global Medium-Term Notes, Series [D/E]

                   Represented by Temporary Global Note No.

                  This is to certify that, based solely on certifications
we have received in writing, by tested telex or by electronic transmission
from member organizations appearing in our records as persons being entitled
to a portion of the principal amount set forth below (our "Member
Organizations") substantially to the effect set forth in Appendix 2 to Exhibit
B to the Euro Distribution Agreement relating to such Notes, as of the date
hereof,             principal amount of the above-captioned Securities (i) is
owned by persons that are not citizens or residents of the United States,
domestic partnerships, domestic corporations or any estate or trust the income
of which is subject to United States Federal income taxation regardless of its
source ("United States persons"), (ii) is owned by United States persons  that
are (a) foreign branches of United States financial institutions (as defined
in U.S. Treasury Regulations Section 1.165-12(c)(1)(v)) ("financial
institutions") purchasing for their own account or for resale, or (b) United
States persons who acquired the Securities through foreign branches of United
States financial institutions and who hold the Securities through such United
States financial institutions on the date hereof (and in either case (a) or
(b), each such United States financial institution has agreed, on its own
behalf or through its agent, that we may advise the Issuer or the Issuer's
agent that it will comply with the requirements of Section 165(j)(3)(A), (B)
or (C) of the U.S. Internal Revenue Code of 1986, as amended, and the
regulations thereunder), or (iii) is owned by United States or  foreign
financial institutions for purposes of resale during the restricted period (as
defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and to
the further effect that United States or foreign financial institutions
described in clause (iii) above (whether or not also described in clause (i)
or (ii)) have certified that they have not acquired the Securities for
purposes of resale directly or indirectly to a United States person or to a
person within the United States or its possessions.

            As used herein, "United States" means the United States of America
(including the States and the District of Columbia); and its "possessions"
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake
Island and the Northern Mariana Islands.

            We further certify (i) that we are not making available herewith
for exchange (or, if relevant, seeking to collect principal or interest with
respect to) any portion of the temporary global Security representing the
above-captioned Securities excepted in the above-referenced certificates of
Member Organizations and (ii) that as of the date hereof we have not received
any notification from any of our Member Organizations to the effect that the
statements made by such Member Organizations with respect to any portion of
the part submitted herewith (or, if relevant, with respect to which principal
or interest is being requested) are no longer true and cannot be relied upon
as the date  hereof.

            We understand that this certification is required in connection
with certain tax laws and, if applicable, certain securities laws of the
United States.  In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which  this
certification is or would be relevant, we irrevocably authorize you to produce
this certification to any interested party in such proceedings.

Dated:                   19__
[To be dated no earlier than
[insert date of Interest Payment Date prior to  Exchange  Date]
[insert date of Redemption Date prior to Exchange Date]
[insert Exchange Date]]



                                    [MORGAN GUARANTY TRUST COMPANY OF NEW
                                    YORK, BRUSSELS OFFICE, as Operator of the
                                    Euroclear System]

                                    [CEDEL BANK S.A.]

                                    [OTHER]


                                    By
                                      ____________________________________


                                                                 EXHIBIT B

                [FORM OF CERTIFICATE TO BE GIVEN BY AN ACCOUNT
                    HOLDER OF THE EUROCLEAR OPERATOR, CEDEL
                  AND/OR ANY OTHER RELEVANT CLEARING SYSTEM]

                                  CERTIFICATE

                   _________________________________________

                           Morgan Stanley Group Inc.
                    Global Medium-Term Notes, Series [D/E]

                 Represented by Temporary Global Note No. ___


                    This is to certify that as of the date hereof, and
except as set forth below, the above-captioned Securities held by you for our
account (i) are owned by person(s) that are not citizens or residents of the
United States, domestic partnerships, domestic corporations or any estate or
trust the income of which is subject to United States Federal income taxation
regardless of its source ("United States person(s)"), (ii) are owned by United
States person(s) that are (a) foreign branches of United States financial
institutions (as defined in U.S. Treasury Regulations Section
1.165-12(c)(1)(v)) ("financial institutions") purchasing for their own account
or for resale, or (b) United States person(s) who acquired the Securities
through foreign branches of United States financial institutions and who hold
the Securities through such United States financial institutions on the date
hereof (and in either case (a) or (b), each such United States financial
institution hereby agrees, on its own behalf or through its agent, that you
may advise the Issuer or the Issuer's agent that it will comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the U.S. Internal Revenue
Code of 1986, as amended, and the regulations thereunder), or (iii) are owned
by United States or  foreign financial institution(s) for purposes of resale
during the restricted period (as defined in U.S. Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7)), and in addition if the owner of the Securities is a
United States or foreign financial institution described in clause (iii) above
(whether or not also described in clause (i) or (ii)) such financial
institution has not acquired the Securities for purposes of resale directly or
indirectly to a United States person or to a person within the United States
or its possessions.

            As used herein, "United States" means  the  United States of
America (including the States and the District of Columbia); and its
"possessions" include Puerto Rico, the U.S. Virgin Islands, Guam, American
Samoa, Wake Island and the Northern Mariana Islands.

            We undertake to advise you promptly by tested telex on or prior to
the date on which you intend to submit your certification relating to the
Securities held by you for our account in accordance with your Operating
Procedures if any applicable statement herein is not correct on such date, and
in the absence of any such notification it may be assumed that this
certification applies as of such date.

            This certification excepts and does not  relate to $     of such
interest in the above-captioned Securities in respect of which we are not able
to certify and as to which we understand exchange and delivery of definitive
Securities (or, if relevant, exercise of any rights or collection of any
principal or interest) cannot be made until we do so certify.

            We understand that this certification is required in connection
with certain tax laws and, if applicable, certain securities laws of the
United States.  In connection therewith, if administrative or legal
proceedings are  commenced or threatened in connection with which this
certification is or would be relevant, we irrevocably authorize you to produce
this certification to any interested party in such proceedings.

Dated:                   19__
[To be dated no earlier than
the 10th day before
[insert date of Interest Payment Date prior to Exchange  Date]
[insert date of Redemption Date prior to Exchange Date]
[insert Exchange Date]]



                              [Name of Account Holder]


                                    By
                                       ______________________________
                                       (Authorized Signatory)

                                    Name:
                                    Title:

EX-4.W

                                                                EXHIBIT 4-w



                        [FORM OF FACE OF SECURITY]

             Permanent Global Floating Rate Senior Bearer Note

BEARER                            BEARER
No. PGFL ____

[COMMERCIAL PAPER ISSUED IN ACCORDANCE WITH REGULATIONS MADE UNDER SECTION 4
OF THE UNITED KINGDOM BANKING ACT 1987.]*(1)

[MEDIUM TERM NOTE ISSUED IN ACCORDANCE WITH REGULATIONS MADE UNDER SECTION 4
OF THE UNITED KINGDOM BANKING ACT 1987.]**(2)

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE UNITED STATES INTERNAL REVENUE
CODE.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE FOR DEFINITIVE BEARER NOTES OR IN
WHOLE OR IN PART FOR REGISTERED NOTES, THIS GLOBAL NOTE MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY
OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "ORIGINAL YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE APPROXIMATE METHOD) SET FORTH
BELOW HAVE BEEN COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL
INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.

THIS NOTE HAS NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES AND
EXCHANGE LAW OF JAPAN.  THIS NOTE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF JAPAN
(WHICH TERM AS USED HEREIN MEANS ANY PERSON RESIDENT IN JAPAN INCLUDING ANY
CORPORATION OR OTHER ENTITY ORGANIZED UNDER THE LAWS OF JAPAN) OR TO OTHERS
FOR THE RE-OFFERING OR RE-SALE, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO A
RESIDENT OF JAPAN EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF, AND OTHERWISE IN COMPLIANCE WITH, THE SECURITIES AND EXCHANGE
LAW OF JAPAN AND OTHER RELEVANT LAWS AND REGULATIONS OF JAPAN.

IF THIS NOTE IS DENOMINATED IN JAPANESE YEN, IT SHALL HAVE A MATURITY OF NOT
LESS THAN ONE YEAR AND IT MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY,
IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT IN JAPAN PRIOR TO THE DATE
WHICH IS 90 DAYS AFTER THE SETTLEMENT DATE WITH RESPECT TO THIS NOTE.  IF (i)
INTEREST PAYMENTS ON THIS NOTE ARE DENOMINATED IN JAPANESE YEN AND PRINCIPAL
PAYMENTS ARE DENOMINATED IN A CURRENCY OR CURRENCY UNIT OTHER THAN JAPANESE
YEN OR (ii) PRINCIPAL PAYMENTS ON THIS NOTE ARE DENOMINATED IN JAPANESE YEN
AND INTEREST PAYMENTS ARE DENOMINATED IN A CURRENCY OR CURRENCY UNIT OTHER
THAN JAPANESE YEN, THIS NOTE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF JAPAN PRIOR
TO THE DATE WHICH IS 180 DAYS AFTER THE SETTLEMENT DATE WITH RESPECT TO THIS
NOTE.

________________
    (1)* Applies only if this Note is denominated in pounds sterling and
matures not more than one year from and including the Original Issue Date.

    (2)** Applies only if this Note is denominated in pounds sterling and
matures more than one year and not more than five years from and including
the Original Issue Date.


                          MORGAN STANLEY GROUP INC.

               SENIOR GLOBAL MEDIUM-TERM NOTE, SERIES [D/E]
                              (Floating Rate)

ORIGINAL ISSUE       INTEREST ACCRUAL DATE:        INTEREST PAYMENT DATE(S):
DATE:
                     INITIAL INTEREST RATE:        INTEREST PAYMENT PERIOD:
MATURITY DATE:
                     INITIAL INTEREST RESET        INTEREST RESET PERIOD:
BASE RATE:           DATE:
                                                   INTEREST RESET DATES:
INDEX MATURITY:      MAXIMUM INTEREST RATE:
                                                   CALCULATION AGENT:
SPREAD (PLUS OR      MINIMUM INTEREST RATE:
MINUS):                                            SPECIFIED CURRENCY:

ALTERNATE RATE                                     INDEX CURRENCY:
EVENT SPREAD:        INITIAL REDEMPTION DATE:
                                                   TOTAL AMOUNT OF OID:
SPREAD MULTIPLIER:   INITIAL REDEMPTION
                     PERCENTAGE:                   ORIGINAL YIELD TO
EUROCLEAR NO.:                                     MATURITY:
                     ANNUAL REDEMPTION
CEDEL NO.:           PERCENTAGE REDUCTION:         INITIAL ACCRUAL
                                                   PERIOD OID:
COMMON CODE:

ISIN:

REPORTING SERVICE: OPTIONAL REPAYMENT
                   DATE(S):                        MINIMUM DENOMINATIONS:

OTHER PROVISIONS:

               Morgan Stanley Group Inc., a Delaware corporation (together
with its successors and assigns, the "Issuer"), for value received, hereby
promises to pay to bearer, upon surrender hereof, the principal amount
specified in Schedule A hereto, on the Maturity Date specified above (except to
the extent previously redeemed or repaid) and to pay interest thereon, from
the Interest Accrual Date specified above at a rate per annum equal to the
Initial Interest Rate specified above until the Initial Interest Reset Date
specified above, and thereafter at a rate per annum determined in accordance
with the provisions specified on the reverse hereof until such principal
amount is paid or duly made available for payment.  The Issuer will pay
interest in arrears monthly, quarterly, semiannually or annually as specified
above as the Interest Payment Period on each Interest Payment Date (as
specified above), commencing with the first Interest Payment Date next
succeeding the Interest Accrual Date specified above, and on the Maturity Date
specified above (or any redemption or repayment date); provided, however, that
if the Interest Accrual Date occurs fifteen days or less prior to the first
Interest Payment Date occurring after the Interest Accrual Date, interest
payments will commence on the second Interest Payment Date succeeding the
Interest Accrual Date; and provided, further, that if an Interest Payment Date
(other than the Maturity Date or redemption or repayment date) would fall on a
day that is not a Business Day, as defined on the reverse hereof, such
Interest Payment Date shall be the following day that is a Business Day,
except that if the Base Rate specified above is LIBOR and such next Business
Day falls in the next calendar month, such Interest Payment Date shall be the
immediately preceding day that is a Business Day; and provided, further, that
if the Maturity Date or redemption or repayment date would fall on a day that
is not a Business Day, the payment of principal, premium, if any, and interest
shall be made on the next succeeding Business Day and no interest shall accrue
for the period from and after such Maturity Date or redemption or repayment
date.

               Interest on this Note will accrue from the most recent Interest
Payment Date to which interest has been paid or duly provided for, or, if no
interest has been paid or duly provided for, from the Interest Accrual Date,
until the principal hereof has been paid or duly made available for payment
(except as provided below).  The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, subject to certain
exceptions described herein, be paid to the holder of this Note at the office
or agency of the Principal Paying Agent (this and certain other capitalized
terms used herein are defined on the reverse of this Note) or at the office or
agency of such other paying agents outside the United States as the Issuer may
determine for that purpose (each, a "Paying Agent," which term shall include
the Principal Paying Agent).

               Payment of the principal of this Note, any premium and the
interest due at maturity (or on any redemption or repayment date) will be made
upon presentation and surrender of this Note at the office or agency of the
Principal Paying Agent or at the office of any Paying Agent.

               Payment of the principal of and premium, if any, and interest
on this Note will be made in the Specified Currency indicated above, except as
provided on the reverse hereof.  If this Note is denominated in U.S. dollars,
any payment of the principal of, premium, if any, and interest on this Note
will be made in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts.
Such payments on this Note will be made either by a check mailed to an address
outside the United States furnished by the payee or, at the option of the
payee and subject to applicable laws and regulations and the procedures of the
Paying Agent, by wire transfer of immediately available funds to an account
maintained by the payee with a bank located outside the United States if
appropriate wire transfer instructions have been received by the Paying Agent
not less than 15 calendar days prior to the applicable payment date.
Notwithstanding the foregoing, in the event that payment in U.S. dollars of
the full amount payable on this Note at the offices of all Paying Agents would
be illegal or effectively precluded as a result of exchange controls or
similar restrictions, payment on this Note will be made by a paying agency in
the United States, if such paying agency, under applicable law and
regulations, would be able to make such payment.  If this Note is denominated
in a Specified Currency other than U.S. dollars, then, except as provided on
the reverse hereof, payment of the principal of and premium, if any, and
interest on this Note will be made in such Specified Currency either by a
check drawn on a bank outside the United States or, at the option of the
payee and subject to applicable laws and regulations and the procedures of
the Paying Agent, by wire transfer of immediately available funds to an
account maintained by the payee with a bank located outside the United
States.

               Reference is hereby made to the further provisions of this Note
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

               Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature,
this Note shall not be entitled to any benefit under the Senior Indenture, as
defined on the reverse hereof, or be valid or obligatory for any purpose.

               IN WITNESS WHEREOF, the Issuer has caused this Note to be duly
executed under its corporate seal.



DATED:                           MORGAN STANLEY GROUP INC.



                                 By _____________________________
                                    Title:


TRUSTEE'S CERTIFICATE
OF AUTHENTICATION



This is one of the Notes referred
to in the within-mentioned
Senior Indenture.

CHEMICAL BANK,
  as Trustee



By _____________________________
         Authorized Officer




                         [FORM OF REVERSE OF SECURITY]


               This Note is one of a duly authorized issue of Senior Global
Medium-Term Notes, Series [D/E], having maturities more than nine months from
the date of issue (the "Notes") of the Issuer.  The Notes are issuable under a
Senior Indenture, dated as of April 15, 1989, as supplemented by a First
Supplemental Indenture dated as of May 15, 1991 (as so supplemented, the
"Senior Indenture"), between the Issuer and Chemical Bank, as Trustee (the
"Trustee," which term includes any successor trustee under the Senior
Indenture), to which Senior Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities of the Issuer, the Trustee and holders of the
Notes and the terms upon which the Notes are, and are to be, authenticated and
delivered.  The Issuer has appointed Chemical Bank, London Branch, as its
principal paying agent for the Notes (the "Principal Paying Agent," which term
includes any additional or successor Principal Paying Agent appointed by the
Issuer).  The terms of individual Notes may vary with respect to interest
rates, interest rate formulas, issue dates, maturity dates, or otherwise, all
as provided in the Senior Indenture.  To the extent not inconsistent herewith,
the terms of the Senior Indenture are hereby incorporated by reference herein.

               If this Note is denominated in pounds sterling, the Issuer
represents that it is not an authorized institution (for purposes of the
United Kingdom Banking Act 1987) and repayment of the principal of, and
payment of any interest or premium on, this Note has not been guaranteed, that
it has complied with its obligations under the listing rules of The
International Stock Exchange of the United Kingdom and the Republic of Ireland
Limited (the "Rules") and that, since the last publication in compliance with
the Rules of information about it, it, having made all reasonable inquiries,
has not become aware of any change in circumstances which could reasonably be
regarded as significantly and adversely affecting its ability to meet its
obligations in respect of the Notes as they fall due.

               This Note will not be subject to any sinking fund and, unless
otherwise provided on the face hereof in accordance with the provisions of the
following two paragraphs and except as set forth below, will not be redeemable
or subject to repayment at the option of the holder prior to maturity.

               If so indicated on the face of this Note, this Note may be
redeemed in whole or in part at the option of the Issuer on or after the
Initial Redemption Date specified on the face hereof on the terms set forth on
the face hereof, together with interest accrued and unpaid hereon to the date
of redemption (except as provided below).  If this Note is subject to "Annual
Redemption Percentage Reduction," the Initial Redemption Percentage indicated
on the face hereof will be reduced on each anniversary of the Initial
Redemption Date by the Annual Redemption Percentage Reduction specified on the
face hereof until the redemption price of this Note is 100% of the principal
amount hereof, together with interest accrued and unpaid hereon to the date
of redemption (except as provided below).  Notice of redemption shall be
mailed to the holders of the Notes designated for redemption who have filed
their names and addresses with the Principal Paying Agent, not less than 30
nor more than 60 days prior to the date fixed for redemption, subject to all
the conditions and provisions of the Senior Indenture.  Notice of redemption
to all other holders of Notes shall be published in the manner set forth in
"Notices" as defined below, once in each of the three successive calendar
weeks, the first publication to be not less than 30 nor more than 60 days
prior to the date set for redemption.  In the event of redemption of this Note
in part only, the Principal Paying Agent shall cause Schedule A of this Note
to be endorsed to reflect the reduction of its principal amount by an amount
equal to the aggregate principal amount of this Note so redeemed, whereupon the
principal amount hereof shall be reduced for all purposes by the amount so
redeemed and noted.

               If so indicated on the face of this Note, this Note will be
subject to repayment at the option of the holder on the Optional Repayment
Date or Dates specified on the face hereof on the terms set forth herein.  On
any Optional Repayment Date, this Note will be repayable in whole or in part
in increments of $1,000 or, if this Note is denominated in a Specified
Currency other than U.S. dollars, in increments of 1,000 units of such
Specified Currency (provided that any remaining principal amount hereof shall
not be less than the minimum authorized denomination hereof) at the option of
the holder hereof at a price equal to 100% of the principal amount to be
repaid, together with interest accrued and unpaid hereon to the date of
repayment (except as provided below).  For this Note to be repaid at the
option of the holder hereof, the Principal Paying Agent must receive at its
office in London, at least 15 but not more than 30 days prior to the date of
repayment, (i) this Note with the form entitled "Option to Elect Repayment"
below duly completed or (ii) a telegram, telex, facsimile transmission or a
letter from a member of a national securities exchange or the National
Association of Securities Dealers, Inc. or a commercial bank or a trust
company in the United States, Western Europe or Japan setting forth the name
of the holder of this Note, the principal amount hereof, the certificate
number of this Note or a description of this Note's tenor and terms, the
principal amount hereof to be repaid, a statement that the option to elect
repayment is being exercised thereby and a guarantee that this Note, together
with the form entitled "Option to Elect Repayment" duly completed, will be
received by the Principal Paying Agent not later than the fifth Business Day
after the date of such telegram, telex, facsimile transmission or letter;
provided, that such telegram, telex, facsimile transmission or letter shall
only be effective if this Note and form duly completed are received by the
Principal Paying Agent by such fifth Business Day.  Exercise of such repayment
option by the holder hereof shall be irrevocable.  In the event of repayment
of this Note in part only, the Principal Paying Agent shall cause Schedule A
of this Note to be endorsed to reflect the reduction of its principal amount
by an amount equal to the aggregate principal amount of this Note so repaid,
whereupon the principal amount hereof shall be reduced for all purposes by the
amount so repaid and noted.

               This Note will bear interest at the rate determined in
accordance with the applicable provisions below by reference to the Base
Rate shown on the face hereof based on the Index Maturity, if any, shown on
the face hereof (i) plus or minus the Spread, if any, or (ii) multiplied by
the Spread Multiplier, if any, specified on the face hereof.  Commencing
with the Initial Interest Reset Date specified on the face hereof, the rate
at which interest on this Note is payable shall be reset as of each
Interest Reset Date (as used herein, the term "Interest Reset Date" shall
include the Initial Interest Reset Date).  The Interest Reset Dates will be
the Interest Reset Dates specified on the face hereof; provided, however,
that the interest rate in effect for the period from the Interest Accrual
Date to the Initial Interest Reset Date will be the Initial Interest Rate.
If any Interest Reset Date would otherwise be a day that is not a Business
Day, such Interest Reset Date shall be postponed to the next succeeding day
that is a Business Day, except that if the Base Rate specified on the face
hereof is LIBOR and such Business Day is in the next succeeding calendar
month, such Interest Reset Date shall be the next preceding Business Day.

               The Interest Determination Date pertaining to an Interest Reset
Date for Notes bearing interest calculated by reference to the CD Rate,
Commercial Paper Rate, Federal Funds Rate, Prime Rate and CMT Rate will be the
second Business Day next preceding such Interest Reset Date.  The Interest
Determination Date pertaining to an Interest Reset Date for Notes bearing
interest calculated by reference to LIBOR shall be the second London Banking
Day preceding such Interest Reset Date.  As used herein, "London Banking Day"
means any day on which dealings in deposits in the Index Currency (as defined
herein) are transacted in the London interbank market.  The Interest
Determination Date pertaining to an Interest Reset Date for Notes bearing
interest calculated by reference to the Treasury Rate shall be the day of the
week in which such Interest Reset Date falls on which Treasury bills normally
would be auctioned; provided, however, that if as a result of a legal holiday
an auction is held on the Friday of the week preceding such Interest Reset
Date, the related Interest Determination Date shall be such preceding Friday;
and provided, further, that if an auction shall fall on any Interest Reset
Date, then the Interest Reset Date shall instead be the first Business Day
following the date of such auction.

               Unless otherwise specified on the face hereof, the "Calculation
Date" pertaining to an Interest Determination Date will be the earlier of (i)
the tenth calendar day after such Interest Determination Date or, if such day
is not a Business Day, the next succeeding Business Day, or (ii) the Business
Day preceding the applicable Interest Payment Date or Maturity Date (or, with
respect to any principal amount to be redeemed or repaid, any redemption or
repayment date), as the case may be.

               Determination of CD Rate.  If the Base Rate specified on the
face hereof is the CD Rate, the CD Rate with respect to this Note shall be
determined on each Interest Determination Date and shall be the rate on such
date for negotiable certificates of deposit having the Index Maturity
specified on the face hereof as published by the Board of Governors of the
Federal Reserve System in "Statistical Release H.15(519), Selected Interest
Rates," or any successor publication of the Board of Governors of the Federal
Reserve System ("H.15(519)"), under the heading "CDs (Secondary Market)," or,
if not so published by 9:00 A.M., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, the CD Rate will be the rate
on such Interest Determination Date for negotiable certificates of deposit of
the Index Maturity specified on the face hereof as published by the Federal
Reserve Bank of New York in its daily statistical release "Composite 3:30 P.M.
Quotations for U.S.  Government Securities" (the "Composite Quotations") under
the heading "Certificates of Deposit."  If such rate is not yet published in
either H.15(519) or the Composite Quotations by 3:00 P.M., New York City time,
on such Calculation Date, then the CD Rate on such Interest Determination Date
will be calculated by the Calculation Agent referred to on the face hereof and
will be the arithmetic mean of the secondary market offered rates as of 10:00
A.M., New York City time, on such Interest Determination Date for certificates
of deposit in the denomination of U.S. $5,000,000 with a remaining maturity
closest to the Index Maturity specified on the face hereof of three leading
nonbank dealers in negotiable U.S. dollar certificates of deposit in The City
of New York selected by the Calculation Agent for negotiable certificates of
deposit of major United States money center banks of the highest credit
standing in the market for negotiable certificates of deposit; provided,
however, that if the dealers selected as aforesaid by the Calculation Agent
are not quoting as set forth above, the "CD Rate" in effect for the applicable
period will be the same as the CD Rate for the immediately preceding Interest
Reset Period (or, if there was no such Interest Reset Period, the rate of
interest payable hereon shall be the Initial Interest Rate).

               Determination of Commercial Paper Rate.  If the Base Rate
specified on the face hereof is the Commercial Paper Rate, the Commercial
Paper Rate with respect to this Note shall be determined on each Interest
Determination Date and shall be the Money Market Yield (as defined herein) of
the rate on such date for commercial paper having the Index Maturity specified
on the face hereof, as such rate shall be published in H.15(519) under the
heading "Commercial Paper." In the event that such rate is not published by
9:00 A.M., New York City time, on the Calculation Date pertaining to such
Interest Determination Date, then the Commercial Paper Rate shall be the Money
Market Yield of the rate on such Interest Determination Date for commercial
paper of the Index Maturity specified on the face hereof as published in
Composite Quotations under the heading "Commercial Paper."  If by 3:00 P.M.,
New York City time, on such Calculation Date, such rate is not yet available
in either H.15(519) or Composite Quotations, then the Commercial Paper Rate
shall be the Money Market Yield of the arithmetic mean of the offered rates as
of 11:00 A.M., New York City time, on such Interest Determination Date of
three leading dealers in commercial paper in The City of New York selected by
the Calculation Agent for commercial paper of the Index Maturity specified on
the face hereof, placed for an industrial issuer whose bond rating is "AA," or
the equivalent, from a nationally recognized rating agency; provided, however,
that if the dealers selected as aforesaid by the Calculation Agent are not
quoting offered rates as mentioned in this sentence, the "Commercial Paper
Rate" in effect for the applicable period will be the same as the Commercial
Paper Rate for the immediately preceding Interest Reset Period (or, if there
was no such Interest Reset Period, the rate of interest payable hereon shall
be the Initial Interest Rate).

               "Money Market Yield" shall be the yield calculated in
accordance with the following formula:

               Money Market Yield =     D x 360
                                    ---------------- x 100
                                      360 - (D x M)

where "D" refers to the applicable per annum rate for commercial paper quoted
on a bank discount basis and expressed as a decimal and "M" refers to the
actual number of days in the Index Maturity specified on the face hereof.

               Determination of Federal Funds Rate.  If the Base Rate
specified on the face hereof is the Federal Funds Rate, the Federal Funds Rate
with respect to this Note shall be determined on each Interest Determination
Date and shall be the rate on such date for Federal Funds as published in
H.15(519) under the heading "Federal Funds (Effective)," or, if not so
published by 9:00 A.M., New York City time, on the Calculation Date pertaining
to such Interest Determination Date, the Federal Funds Rate will be the rate
on such Interest Determination Date as published in Composite Quotations under
the heading "Federal Funds/Effective Rate."  If such rate is not yet published
in either H.15(519) or the Composite Quotations by 3:00 P.M., New York City
time, on the Calculation Date pertaining to such Interest Determination Date,
the Federal Funds Rate for such Interest Determination Date will be calculated
by the Calculation Agent and will be the arithmetic mean of the rates for the
last transaction in overnight Federal funds as of 11:00 A.M., New York City
time, on such Interest Determination Date, arranged by three leading brokers
in Federal funds transactions in The City of New York selected by the
Calculation Agent; provided, however, that if the brokers selected as
aforesaid by the Calculation Agent are not quoting as set forth above, the
"Federal Funds Rate" in effect for the applicable period will be the same as
the Federal Funds Rate for the immediately preceding Interest Reset Period
(or, if there was no such Interest Reset Period, the rate of interest payable
hereon shall be the Initial Interest Rate).

               Determination of LIBOR.  If the Base Rate specified on the face
hereof is LIBOR, LIBOR with respect to this Note shall be determined on each
Interest Determination Date as follows:

         (i)  As of the Interest Determination Date, the Calculation Agent
will determine (a) if "LIBOR Reuters" is specified as the Reporting Service
on the face hereof, the arithmetic mean of the offered rates (unless the
specified Designated LIBOR Page (as defined below) by its terms provides
only for a single rate, in which case such single rate shall be used) for
deposits in the London interbank market in the Index Currency for the
period of the Index Maturity specified on the face hereof, commencing on
the second London Banking Day immediately following such Interest
Determination Date, which appear on the Designated LIBOR Page at
approximately 11:00 A.M., London time, on such Interest Determination Date,
if at least two such offered rates appear (unless, as aforesaid, only a
single rate is required) on such Designated LIBOR Page, or (b) if "LIBOR
Telerate" is specified as the Reporting Service on the face hereof, the
rate for deposits in the Index Currency for the period of the Index
Maturity, commencing on such Interest Determination Date, that appears on
the Designated LIBOR Page at approximately 11:00 A.M., London time, on such
Interest Determination Date.  If fewer than two offered rates appear (if
"LIBOR Reuters" is specified as the Reporting Service on the face hereof
and calculation of LIBOR is based on the arithmetic mean of the offered
rates) or if no rate appears (if the Reporting Service on the face hereof
specifies either (x) "LIBOR Reuters" and the Designated LIBOR Page by its
terms provides only for a single rate or (y) "LIBOR Telerate"), LIBOR in
respect of that Interest Determination Date will be determined as if the
parties had specified the rate described in (ii) below.


         (ii)  With respect to an Interest Determination Date on which fewer
than two offered rates appear (if "LIBOR Reuters" is specified as the
Reporting Service on the face hereof and calculation of LIBOR is based on the
arithmetic mean of the offered rates) or no rate appears (if the Reporting
Service on the face hereof specifies either (x) "LIBOR Reuters" and the
Designated LIBOR Page by its terms provides only for a single rate or (y)
"LIBOR Telerate"), the Calculation Agent will request the principal London
offices of each of four major reference banks in the London interbank market,
as selected by the Calculation Agent (after consultation with the Issuer), to
provide the Calculation Agent with its offered quotations for deposits in the
Index Currency for the period of the Index Maturity specified on the face
hereof, commencing on the second London Banking Day immediately following such
Interest Determination Date, to prime banks in the London interbank market at
approximately 11:00 A.M., London time, on such Interest Determination Date and
in a principal amount equal to an amount of not less than U.S.$1 million (or
the equivalent in the Index Currency) that is representative of a single
transaction in such Index Currency in such market at such time.  If at least
two such quotations are provided, LIBOR will be the arithmetic mean of such
quotations.  If fewer than two quotations are provided, LIBOR in respect of
that Interest Determination Date will be the arithmetic mean of rates quoted
at approximately 11:00 A.M. (or such other time specified on the face hereof),
in the applicable principal financial center for the country of the Index
Currency on such Interest Determination Date, by three major banks in such
principal financial center selected by the Calculation Agent (after
consultation with the Issuer) on such Interest Determination Date for loans in
the Index Currency to leading European banks, for the period of the Index
Maturity specified on the face hereof commencing on the second London Banking
Day immediately following such Interest Determination Date and in a principal
amount of not less than U.S.$1 million (or the equivalent in the Index
Currency) that is representative of a single transaction in such Index
Currency in such market at such time; provided, however, that if the banks
selected as aforesaid by the Calculation Agent are not quoting rates as
mentioned in this sentence, "LIBOR" for such Interest Reset Period will be the
same as LIBOR for the immediately preceding Interest Reset Period (or, if
there was no such Interest Reset Period, the rate of interest payable on the
LIBOR Notes for which LIBOR is being determined shall be the Initial Interest
Rate).  "Index Currency" means the currency (including composite currencies)
specified as Index Currency on the face hereof.  If no such currency is
specified as Index Currency on the face hereof, the Index Currency shall be
U.S. dollars.  "Designated LIBOR Page" means either (a) if "LIBOR Reuters" is
designated as the Reporting Service on the face hereof, the display on the
Reuters Monitor Money Rates Service for the purpose of displaying the London
interbank rates of major banks for the applicable Index Currency, or (b) if
"LIBOR Telerate" is designated as the Reporting Service on the face hereof,
the display on the Dow Jones Telerate Service for the purpose of displaying
the London interbank rates of major banks for the applicable Index Currency.
If neither LIBOR Reuters nor LIBOR Telerate is specified as the Reporting
Service on the face hereof, LIBOR for the applicable Index Currency will be
determined as if LIBOR Telerate (and, if the U.S. dollar is the Index Currency,
Page 3750) had been specified.

               Determination of Prime Rate.  If the Base Rate specified on the
face hereof is the Prime Rate, the Prime Rate with respect to this Note shall
be determined on each Interest Determination Date and shall be the rate set
forth in H.15(519) for such date opposite the caption "Bank Prime Loan."  If
such rate is not yet published by 9:00 A.M., New York City time, on the
Calculation Date pertaining to such Interest Determination Date, the Prime
Rate for such Interest Determination Date will be the arithmetic mean of the
rates of interest publicly announced by each bank named on the Reuters Screen
NYMF Page (as defined below) as such bank's prime rate or base lending rate as
in effect for such Interest Determination Date as quoted on the Reuters Screen
NYMF Page on such Interest Determination Date, or, if fewer than four such
rates appear on the Reuters Screen NYMF Page for such Interest Determination
Date, the rate shall be the arithmetic mean of the prime rates quoted on the
basis of the actual number of days in the year divided by 360 as of the close
of business on such Interest Determination Date by at least two of the three
major money center banks in The City of New York selected by the Calculation
Agent from which quotations are requested.  If fewer than two quotations are
provided, the Prime Rate shall be calculated by the Calculation Agent and
shall be determined as the arithmetic mean on the basis of the prime rates in
The City of New York by the appropriate number of substitute banks or trust
companies organized and doing business under the laws of the United States, or
any State thereof, in each case having total equity capital of at least U.S.
$500 million and being subject to supervision or examination by federal or
state authority, selected by the Calculation Agent to quote such rate or
rates.  "Reuters Screen NYMF Page" means the display designated as Page "NYMF"
on the Reuters Monitor Money Rates Service (or such other page as may replace
the NYMF Page on that service for the purpose of displaying prime rates or
base lending rates of major United States banks).

               If in any month or two consecutive months the Prime Rate is
not published in H.15(519) and the banks or trust companies selected as
aforesaid are not quoting as stated in the preceding paragraph, the "Prime
Rate" for such Interest Reset Period will be the same as the Prime Rate for
the immediately preceding Interest Reset Period (or, if there was no such
Interest Reset Period, the rate of interest payable hereon shall be the
Initial Interest Rate).  If this failure continues over three or more
consecutive months, the "Prime Rate" for each succeeding Interest
Determination Date until the maturity or redemption or repayment of this
Note or, if earlier, until this failure ceases, shall be LIBOR determined
as if (i) the Base Rate specified on the face hereof were LIBOR, (ii) the
Reporting Service specified on the face hereof were LIBOR Telerate and
(iii) the Index Currency specified on the face hereof were U.S. dollars and
the Spread, if any, shall be the number of basis points specified on the
face hereof as the "Alternate Rate Event Spread."

               Determination of Treasury Rate.  If the Base Rate specified on
the face hereof is the Treasury Rate, the Treasury Rate with respect to this
Note shall be determined on each Interest Determination Date and shall be the
rate for the auction held on such date of direct obligations of the United
States ("Treasury Bills") having the Index Maturity specified on the face
hereof, as published in H.15(519) under the heading "Treasury Bills--auction
average (investment)," or if not so published by 9:00 A.M., New York City
time, on the Calculation Date pertaining to such Interest Determination Date,
the auction average rate on such Interest Determination Date (expressed as a
bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) as otherwise announced by the United States
Department of the Treasury.  In the event that the results of the auction of
Treasury Bills having the Index Maturity specified on the face hereof are not
published or reported as provided above by 3:00 P.M., New York City time, on
such Calculation Date or if no such auction is held on such Interest
Determination Date, then the Treasury Rate shall be calculated by the
Calculation Agent and shall be a yield to maturity (expressed as a bond
equivalent, on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) calculated using the arithmetic mean of the secondary
market bid rates, as of approximately 3:30 P.M., New York City time, on such
Interest Determination Date, of three leading primary United States government
securities dealers selected by the Calculation Agent for the issue of Treasury
Bills with a remaining maturity closest to the Index Maturity specified on the
face hereof; provided, however, that if the dealers selected as aforesaid by
the Calculation Agent are not quoting bid rates as mentioned in this sentence,
the "Treasury Rate" for such Interest Reset Date will be the same as the
Treasury Rate for the immediately preceding Interest Reset Period (or, if
there was no such Interest Reset Period, the rate of interest payable hereon
shall be the Initial Interest Rate).

               Determination of CMT Rate.  If the Base Rate specified on the
face hereof is the CMT Rate, the CMT Rate with respect to this Note shall be
determined on each Interest Determination Date and shall be the rate displayed
for the Index Maturity specified on the face hereof on Telerate Page 7055 for
"Daily Treasury Constant Maturities and Money Markets/Federal Reserve Board
Release H.15 Monday's Approx. 3:45 P.M. EDT," for such Interest Determination
Date (or such other page as may replace that page on such service for the
purpose of displaying rates or prices comparable to the CMT Rate, as
determined by the Calculation Agent).  If such rate is not available by 3:00
P.M., New York City time, on the Calculation Date pertaining to such Interest
Determination Date, then the CMT Rate for such Interest Determination Date
shall be the bond equivalent yield to maturity of the arithmetic mean (as
calculated by the Calculation Agent) of the secondary market bid rates, as of
3:00 P.M., New York City time, on such Interest Determination Date, reported
by three leading primary United States government securities dealers in The
City of New York selected by the Calculation Agent (after consultation with
the Issuer), for the most recently issued direct noncallable fixed rate
Treasury Bills with an original maturity approximately equal to the Index
Maturity specified on the face hereof; provided, however, that if the dealers
selected as aforesaid by the Calculation Agent are not quoting bid rates as
mentioned in this sentence, the "CMT Rate" in effect for the applicable period
will be the same as the CMT Rate for the immediately preceding Interest Reset
Period (or, if there was no such Interest Reset Period, the rate of interest
payable hereon shall be the Initial Interest Rate).

               Notwithstanding the foregoing, the interest rate hereon shall
not be greater than the Maximum Interest Rate, if any, or less than the
Minimum Interest Rate, if any, specified on the face hereof.  The Calculation
Agent shall calculate the interest rate hereon in accordance with the
foregoing on or before each Calculation Date.  The interest rate on this Note
will in no event be higher than the maximum rate permitted by New York law, as
the same may be modified by United States Federal law of general application.

               At the request of the holder hereof, the Calculation Agent will
provide to the holder hereof the interest rate hereon then in effect and, if
determined, the interest rate that will become effective as of the next
Interest Reset Date.

               Interest payments on this Note will include interest accrued to
but excluding the Interest Payment Dates or the Maturity Date (or any earlier
redemption or repayment date), as the case may be.  Accrued interest hereon
shall be an amount calculated by multiplying the principal amount hereof shown
on Schedule A hereto by an accrued interest factor.  Such accrued interest
factor shall be computed by adding the interest factor calculated for each day
in the period for which interest is being paid.  The interest factor for each
such date shall be computed by dividing the interest rate applicable to such
day by 360 if the Base Rate is CD Rate, Commercial Paper Rate, Federal Funds
Rate, Prime Rate or LIBOR, as specified on the face hereof, or by the actual
number of days in the year if the Base Rate is the Treasury Rate or the CMT
Rate, as specified on the face hereof.  All percentages resulting from any
calculation of the rate of interest on this Note will be rounded, if
necessary, to the nearest one hundred-thousandth of a percentage point
(.0000001), with five one-millionths of a percentage point rounded upward, and
all dollar amounts used in or resulting from such calculation on this Note
will be rounded to the nearest cent (with one-half cent rounded upward).  The
interest rate in effect on any Interest Reset Date will be the applicable rate
as reset on such date.  The interest rate applicable to any other day is the
interest rate from the immediately preceding Interest Reset Date (or, if none,
the Initial Interest Rate).

               This Note and all the obligations of the Issuer hereunder are
direct, unsecured obligations of the Issuer and rank without preference or
priority among themselves and pari passu with all other existing and future
unsecured and unsubordinated indebtedness of the Issuer, subject to certain
statutory exceptions in the event of liquidation upon insolvency.

               This Note is issued in permanent global bearer form without
interest coupons attached (a "Global Bearer Note").  The beneficial owner of
all or a portion of this Note may exchange its interest in this Note upon not
less than 30 days' written notice to the Principal Paying Agent, in whole, for
Notes in bearer form with interest coupons, if any, attached (the "Definitive
Bearer Notes," and, together with the Global Bearer Notes, the "Bearer Notes")
or, in whole or from time to time in part, for Notes in fully registered form
without coupons (the "Registered Notes"), in each case, in the minimum
denominations set forth on the face hereof or any amount in excess thereof
which is an integral multiple of 1,000 units of the Specified Currency set
forth on the face hereof, at the office of the Principal Paying Agent, or, in
the case of Registered Notes, at the office of the transfer agent for the
Registered Notes in London, which transfer agent will initially be Chemical
Bank, London Branch, upon compliance with any procedures set forth in, or
established pursuant to, the Senior Indenture; provided, however, that the
Issuer shall not be required (i) to exchange this Note for a period of fifteen
calendar days preceding the first publication of a notice of redemption of all
or any portion hereof or (ii) to exchange any portion of this Note selected
for redemption or surrendered for optional repayment, except that all or a
portion of this Note may be exchanged for a Registered Note of like tenor,
provided that such Registered Note shall be simultaneously surrendered for
redemption or repayment, as the case may be; and provided, further, that if a
Registered Note is issued in exchange for any portion of this Note after the
close of business at the office of the Principal Paying Agent on any record
date (whether or not a Business Day) for the payment of interest on such
Registered Note and before the opening of business at such office on the
relevant Interest Payment Date, any interest will not be payable on such
Interest Payment Date in respect of such Registered Note, but will be payable
on such Interest Payment Date only to the holder of this Note.  Upon exchange
of this Note in whole for a Definitive Bearer Note or Definitive Bearer Notes,
or in whole or in part for a Registered Note or Registered Notes, the
Principal Paying Agent shall cause Schedule A of this Note to be endorsed to
reflect the reduction of the principal amount hereof by an amount equal to the
aggregate principal amount of such Definitive Bearer Note or Definitive Bearer
Notes, or such Registered Note or Registered Notes, whereupon the principal
amount hereof shall be reduced for all purposes by the amount so exchanged and
noted.  All such exchanges of Notes will be free of service charge, but the
Issuer may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.  The date of any Note
delivered upon any exchange of this Note shall be such that no gain or loss of
interest results from such exchange.

               All (and not less than all) interests in this Note will be
exchanged for Definitive Bearer Notes in accordance with the procedures set
forth in the following two sentences as soon as practicable after the first
beneficial owner of an interest in this Note exchanges its interest for a
Definitive Bearer Note, provided that a common depository located outside the
United States (the "common depository") holding this Note for Morgan Guaranty
Trust Company of New York, Brussels office, as operator of the Euroclear System
(the "Euroclear Operator"), Cedel Bank, societe anonyme ("Cedel") and/or any
other relevant clearing system (including "Societe Interprofessionelle pour la
Compensation des Valeurs Mobilieres ("SICOVAM")) instructs the Principal
Paying Agent regarding the aggregate principal amount of Definitive Bearer
Notes and the denominations of such Definitive Bearer Notes that must be
authenticated and delivered to each of the Euroclear Operator and Cedel in
exchange for this Note.  Thereafter, the Principal Paying Agent, acting solely
in reliance on such instructions, shall, upon surrender to it of this Note and
subject to the conditions in the preceding paragraph, authenticate and deliver
Definitive Bearer Notes in exchange for this Note in accordance with such
instructions and shall cause Schedule A of this Note to be endorsed to reflect
the reduction of its principal amount by an amount equal to the aggregate
principal amount of this Note.  Nothing in this paragraph shall prevent the
further exchange of Definitive Bearer Notes into Registered Notes.

               This Note may be transferred by delivery; provided, however,
that this Note may be transferred only to a common depositary outside the
United States for the Euroclear Operator, Cedel and/or any other relevant
clearing system or to a nominee of such a depositary.

               In case any Note shall at any time become mutilated, defaced or
be destroyed, lost or stolen and such Note or evidence of the loss, theft or
destruction thereof (together with the indemnity hereinafter referred to and
such other documents or proof as may be required in the premises) shall be
delivered to the Trustee, a new Note of like tenor will be issued by the
Issuer in exchange for the Note so mutilated or defaced, or in lieu of the
Note so destroyed or lost or stolen, but, in the case of any destroyed or lost
or stolen Note, only upon receipt of evidence satisfactory to the Trustee and
the Issuer that such Note was destroyed or lost or stolen and, if required,
upon receipt also of indemnity satisfactory to each of them.  All expenses and
reasonable charges associated with procuring such indemnity and with the
preparation, authentication and delivery of a new Note shall be borne by the
owner of the Note mutilated, defaced, destroyed, lost or stolen.

               The Senior Indenture provides that, (a) if an Event of Default
(as defined in the Senior Indenture) due to the default in payment of
principal of, premium, if any, or interest on, any series of debt securities
issued under the Senior Indenture, including the series of Senior Global
Medium-Term Notes of which this Note forms a part, or due to the default in
the performance or breach of any other covenant or warranty of the Issuer
applicable to the debt securities of such series but not applicable to all
outstanding debt securities issued under the Senior Indenture shall have
occurred and be continuing, either the Trustee or the holders of not less than
25% in principal amount of the debt securities of each affected series (voting
as a single class) may then declare the principal of all debt securities of
all such series and interest accrued thereon to be due and payable immediately
and (b) if an Event of Default due to a default in the performance of any
other of the covenants or agreements in the Senior Indenture applicable to all
outstanding debt securities issued thereunder, including this Note, or due to
certain events of bankruptcy, insolvency and reorganization of the Issuer,
shall have occurred and be continuing, either the Trustee or the holders of
not less than 25% in principal amount of all debt securities issued under the
Senior Indenture then outstanding (treated as one class) may declare the
principal of all such debt securities and interest accrued thereon to be due
and payable immediately, but upon certain conditions such declarations may be
annulled and past defaults may be waived (except a continuing default in
payment of principal (or premium, if any) or interest on such debt securities)
by the holders of a majority in principal amount of the debt securities of all
affected series then outstanding.

               This Note may be redeemed, as a whole, at the option of the
Issuer at any time prior to maturity, upon the giving of a notice of
redemption as described below, at a redemption price equal to 100% of the
principal amount hereof, together with accrued interest to the date fixed for
redemption, if the Issuer determines that, as a result of any change in or
amendment to the laws (or any regulations or rulings promulgated thereunder)
of the United States or of any political subdivision or taxing authority
thereof or therein affecting taxation, or any change in official position
regarding the application or interpretation of such laws, regulations or
rulings, which change or amendment becomes effective on or after the Original
Issue Date hereof, the Issuer has or will become obligated to pay Additional
Amounts (as defined below) with respect to this Note as described below.
Prior to the giving of any Notice of redemption pursuant to this paragraph,
the Issuer shall deliver to the Trustee (i) a certificate stating that the
Issuer is entitled to effect such redemption and setting forth a statement of
facts showing that the conditions precedent to the right of the Issuer to so
redeem have occurred, and (ii) an opinion of independent counsel satisfactory
to the Trustee to such effect based on such statement of facts; provided that
no such notice of redemption shall be given earlier than 60 days prior to the
earliest date on which the Issuer would be obligated to pay such Additional
Amounts if a payment in respect of this Note were then due.

               Notice of redemption will be given not less than 30 nor more
than 60 days prior to the date fixed for redemption, which date and the
applicable redemption price will be specified in the Notice.

               If the Issuer shall determine that any payment made outside the
United States by the Issuer or any Paying Agent of principal, premium or
interest due in respect of this Note would, under any present or future laws or
regulations of the United States, be subject to any certification,
identification or other information reporting requirement of any kind, the
effect of which is the disclosure to the Issuer, any Paying Agent or any
governmental authority of the nationality, residence or identity of a
beneficial owner of this Note who is a United States Alien (as defined below)
(other than such a requirement (a) that would not be applicable to a payment
made by the Issuer or any Paying Agent (i) directly to the beneficial owner or
(ii) to a custodian, nominee or other agent of the beneficial owner, or (b)
that can be satisfied by such custodian, nominee or other agent certifying to
the effect that such beneficial owner is a United States Alien; provided that
in each case referred to in clauses (a)(ii) and (b) payment by such custodian,
nominee or agent to such beneficial owner is not otherwise subject to any such
requirement), the Issuer shall redeem this Note, as a whole, at a redemption
price equal to 100% of the principal amount thereof, together with accrued
interest to the date fixed for redemption, or, at the election of the Issuer
if the conditions of the next succeeding paragraph are satisfied, pay the
additional amounts specified in such paragraph.  The Issuer shall make such
determination and election as soon as practicable, shall promptly notify the
Trustee thereof and shall publish prompt notice thereof (the "Determination
Notice") stating the effective date of such certification, identification or
other information reporting requirements, whether the Issuer will redeem this
Note or has elected to pay the additional amounts specified in the next
succeeding paragraph, and (if applicable) the last date by which the
redemption of this Note must take place, as provided in the next succeeding
sentence.  If the Issuer redeems this Note, such redemption shall take place
on such date, not later than one year after the publication of the
Determination Notice, as the Issuer shall elect by notice to the Trustee at
least 60 days prior to the date fixed for redemption.  Notice of such
redemption of this Note will be given to the holder of this Note not more than
60 nor less than 30 days prior to the date fixed for redemption.  Such
redemption notice shall include a statement as to the last date by which this
Note to be redeemed may be exchanged for Registered Notes.   Notwithstanding
the foregoing, the Issuer shall not so redeem this Note if the Issuer shall
subsequently determine, not less than 30 days prior to the date fixed for
redemption, that subsequent payments would not be subject to any such
requirement, in which case the Issuer shall publish prompt notice of such
determination and any earlier redemption notice shall be revoked and of no
further effect.  The right of the holder of this Note to exchange this Note
for Registered Notes will terminate at the close of business of the Principal
Paying Agent on the fifteenth day prior to the date fixed for redemption, and
no further exchanges of this Note for Registered Notes shall be permitted.

               If and so long as the certification, identification or other
information reporting requirements referred to in the preceding paragraph
would be fully satisfied by payment of a backup withholding tax or similar
charge, the Issuer may elect by notice to the Trustee to pay as additional
amounts such amounts as may be necessary so that every net payment made
outside the United States following the effective date of such requirements by
the Issuer or any Paying Agent of principal, premium or interest due in
respect of this Note of which the beneficial owner is a United States Alien
(but without any requirement that the nationality, residence or identity of
such beneficial owner be disclosed to the Issuer, any Paying Agent or any
governmental authority, with respect to the payment of such additional
amounts), after deduction or withholding for or on account of such backup
withholding tax or similar charge (other than a backup withholding tax or
similar charge that (i) would not be applicable in the circumstances referred
to in the second parenthetical clause of the first sentence of the preceding
paragraph, or (ii) is imposed as a result of presentation of this Note for
payment more than 15 days after the date on which such payment becomes due and
payable or on which payment thereof is duly provided for, whichever occurs
later), will not be less than the amount provided for in this Note to be then
due and payable.  In the event the Issuer elects to pay any additional amounts
pursuant to this paragraph, the Issuer shall have the right to redeem this
Note as a whole at any time pursuant to the applicable provisions of the
immediately preceding paragraph and the redemption price of this Note will not
be reduced for applicable withholding taxes.  If the Issuer elects to pay
additional amounts pursuant to this paragraph and the condition specified in
the first sentence of this paragraph should no longer be satisfied, then the
Issuer will redeem this Note as a whole, pursuant to the applicable provisions
of the immediately preceding paragraph.

               The Issuer will, subject to certain exceptions and limitations
set forth below, pay such additional amounts (the "Additional Amounts") to the
holder of this Note who is a United States Alien as may be necessary in order
that every net payment of the principal of and interest on this Note and any
other amounts payable on this Note, after withholding for or on account of any
present or future tax, assessment or governmental charge imposed upon or as a
result of such payment by the United States (or any political subdivision or
taxing authority thereof or therein), will not be less than the amount
provided for in this Note to be then due and payable.  The Issuer will not,
however, be required to make any payment of Additional Amounts to any such
holder for or on account of:

               (a)  any such tax, assessment or other governmental charge that
         would not have been so imposed but for (i) the existence of any
         present or former connection between such holder (or between a
         fiduciary, settlor, beneficiary, member or shareholder of such
         holder, if such holder is an estate, a trust, a partnership or a
         corporation) and the United States, including, without limitation,
         such holder (or such fiduciary, settlor, beneficiary, member or
         shareholder) being or having been a citizen or resident thereof or
         being or having been engaged in a trade or business or present
         therein or having, or having had, a permanent establishment therein
         or (ii) the presentation by the holder of this Note for payment on a
         date more than 15 days after the date on which such payment became due
         and payable or the date on which payment thereof is duly provided
         for, whichever occurs later;

               (b)  any estate, inheritance, gift, sales, transfer or personal
         property tax or any similar tax, assessment or governmental charge;

               (c)  any tax, assessment or other governmental charge imposed
         by reason of such holder's past or present status as a personal
         holding company or foreign personal holding company or controlled
         foreign corporation or passive foreign investment company with
         respect to the United States or as a corporation which accumulates
         earnings to avoid United States federal income tax or as a private
         foundation or other tax-exempt organization;

               (d)  any tax, assessment or other governmental charge that is
         payable otherwise than by withholding from payments on or in respect
         of this Note;

               (e)  any tax, assessment or other governmental charge required
         to be withheld by any Paying Agent from any payment of principal of,
         or interest on, this Note, if such payment can be made without such
         withholding by any other Paying Agent in a city in Western Europe;

               (f)  any tax, assessment or other governmental charge that
         would not have been imposed but for the failure to comply with
         certification, information or other reporting requirements concerning
         the nationality, residence or identity of the holder or beneficial
         owner of this Note, if such compliance is required by statute or by
         regulation of the United States or of any political subdivision or
         taxing authority thereof or therein as a precondition to relief or
         exemption from such tax, assessment or other governmental charge;

               (g)  any tax, assessment or other governmental charge imposed
         by reason of such holder's past or present status as the actual or
         constructive owner of 10% or more of the total combined voting power
         of all classes of stock entitled to vote of the Issuer or as a direct
         or indirect subsidiary of the Issuer; or

               (h)  any combination of items (a), (b), (c), (d), (e), (f) or
         (g);

nor shall Additional Amounts be paid with respect to any payment on this Note
to a United States Alien who is a fiduciary or partnership or other than the
sole beneficial owner of such payment to the extent such payment would be
required by the laws of the United States (or any political subdivision
thereof) to be included in the income, for tax purposes, of a beneficiary or
settlor with respect to such fiduciary or a member of such partnership or a
beneficial owner who would not have been entitled to the Additional Amounts
had such beneficiary, settlor, member or beneficial owner been the holder of
this Note.

               The Senior Indenture permits the Issuer and the Trustee, with
the consent of the holders of not less than a majority in aggregate principal
amount of the debt securities of all series issued under the Senior Indenture
then outstanding and affected (voting as one class), to execute supplemental
indentures adding any provisions to or changing in any manner the rights of
the holders of each series so affected; provided that the Issuer and the
Trustee may not, without the consent of the holder of each outstanding debt
security affected thereby, (a) extend the final maturity of any such debt
security, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon, or reduce any amount payable on
redemption or repayment thereof, or change the currency of payment thereof, or
impair or affect the rights of any holder to institute suit for the payment
thereof without the consent of the holder of each debt security so affected;
or (b) reduce the aforesaid percentage in principal amount of debt securities
the consent of the holders of which is required for any such supplemental
indenture, without the consent of the holders of each debt security so
affected.

               Except as set forth below, if the principal of, premium, if
any, or interest on, this Note is payable in a Specified Currency other than
U.S. dollars and such Specified Currency is not available to the Issuer for
making payments hereon due to the imposition of exchange controls or other
circumstances beyond the control of the Issuer or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions within the international banking
community, then the Issuer will be entitled to satisfy its obligations to the
holder of this Note by making such payments in U.S. dollars on the basis of
the Market Exchange Rate (as defined below) on the date of such payment or, if
the Market Exchange Rate is not available on such date, as of the most recent
practicable date.  Any payment made under such circumstances in U.S. dollars
where the required payment is in a Specified Currency other than U.S. dollars
will not constitute an Event of Default.

               If the principal of, premium, if any, or interest on, this Note
is payable in ECUs, then with respect to each due date for any such payment on
or after the first business day in London on which the ECU is used neither as
the unit of account of the European Community ("EC") nor as the currency of
the European Union, the Issuer shall choose a substitute currency (the "Chosen
Currency") which may be any currency which was, on the last day on which the
ECU was used as the unit of account of the EC, a component currency of the ECU
basket or U.S. dollars, in which all such payments due on or after that date
with respect to this Note shall be made.  Notice of the Chosen Currency so
selected shall, where practicable, be published in the manner described in
"Notices" below.   The amount of each payment in such Chosen Currency shall be
computed on the basis of the equivalent of the ECU in that currency,
determined as described below, as of the fourth business day in London prior
to the date on which such payment is due.

               If the principal of, premium, if any, or interest on, this Note
is payable in ECUs, then on the first business day in London on which the ECU
is used neither as the unit of account of the EC nor as the currency of the
European Union, the Issuer shall choose a Chosen Currency in which all such
payments with respect to this Note having a due date prior thereto but not yet
presented for payment are to be made.   The amount of each payment in such
Chosen Currency shall be computed on the basis of the equivalent of the ECU in
that currency, determined as described below, as of such first business day.

               The equivalent of the ECU in the relevant Chosen Currency as of
any date (the "Day of Valuation") shall be determined on the following basis
by, or on behalf of, an Exchange Rate Agent appointed by the Issuer.  The
amounts and components composing the ECU for this purpose (the "Components")
shall be the amounts and components composing the ECU as of the last date on
which the ECU was used as the unit of account of the EC.  The equivalent of
the ECU in the Chosen Currency shall be calculated by, first, aggregating the
U.S. dollar equivalents of the Components; and then, in the case of a Chosen
Currency other than U.S. dollars, using the rate used for determining the U.S.
dollar equivalent of the Components in the Chosen Currency as set forth below,
calculating the equivalent in the Chosen Currency of such aggregate amount in
U.S. dollars.

               The U.S. dollar equivalent of each of the Components shall be
determined by, or on behalf of, the Exchange Rate Agent on the basis of the
middle spot delivery quotations prevailing at 2:30 p.m., London time, on the
Day of Valuation, as obtained by, or on behalf of, the Exchange Rate Agent
from one or more major banks, as selected by the Issuer, in the country of
issue of the component currency in question.

               If for any reason no direct quotations are available for a
Component as of a Day of Valuation from any of the banks selected for this
purpose, in computing the U.S. dollar equivalent of such Component, the
Exchange Rate Agent shall (except as provided below) use the most recent
direct quotations for such Component obtained by it or on its behalf; provided
that such quotations were prevailing in the country of issue not more than two
Business Days before such Day of Valuation.  If such most recent quotations
were so prevailing more than two Business Days in the country of issue before
such Day of Valuation, the Exchange Rate Agent shall determine the U.S. dollar
equivalent of such Component on the basis of cross rates derived from the
middle spot delivery quotations for such component currency and for the U.S.
dollar prevailing at 2:30 p.m., London time, on such Day of Valuation, as
obtained by, or on behalf of, the Exchange Rate Agent from one or more major
banks, as selected by the Issuer, in a country other than the country of issue
of such component currency.  Notwithstanding the foregoing, the Exchange Rate
Agent shall determine the U.S. dollar equivalent of such Component on the
basis of such cross rates if the Issuer or such agent judges that the
equivalent so calculated is more representative than the U.S. dollar
equivalent calculated as provided in the first sentence of this paragraph.
Unless otherwise specified by the Issuer, if there is more than one market for
dealing in any component currency by reason of foreign exchange regulations or
for any other reason, the market to be referred to in respect of such currency
shall be that upon which a non-resident issuer of notes denominated in such
currency would purchase such currency in order to make payments in respect of
such securities.

               Payments in the Chosen Currency will be made at the specified
office of a paying agent in the country of the Chosen Currency, or, if none,
or at the option of the holder, at the specified office of any Paying Agent
either by a check drawn on, or by transfer to an account maintained by the
holder with, a bank in the principal financial center of the country of the
Chosen Currency.

               All determinations referred to above made by, or on behalf of,
the Issuer or by, or on behalf of, the Exchange Rate Agent shall be at its
sole discretion and shall, in the absence of manifest error, be conclusive for
all purposes and binding on holders of this Note.

               So long as this Note shall be outstanding, the Issuer will
cause to be maintained an office or agency for the payment of the principal of
and premium, if any, and interest on this Note as herein provided.  If this
Note is listed on The International Stock Exchange of the United Kingdom and
the Republic of Ireland Limited and such Exchange so requires, the Issuer
shall maintain a Paying Agent in London.  The Issuer may designate other
agencies for the payment of said principal, premium and interest at such place
or places outside the United States (subject to applicable laws and
regulations) as the Issuer may decide.  So long as there shall be such an
agency, the Issuer shall keep the Trustee advised of the names and locations
of such agencies, if any are so designated.

               With respect to moneys paid by the Issuer and held by the
Trustee or any Paying Agent for payment of the principal of or interest or
premium, if any, on any Notes that remain unclaimed at the end of two years
after such principal, interest or premium shall have become due and payable
(whether at maturity or upon call for redemption or otherwise), (i) the
Trustee or such Paying Agent shall notify the holders of such Notes that such
moneys shall be repaid to the Issuer and any person claiming such moneys shall
thereafter look only to the Issuer for payment thereof and (ii) such moneys
shall be so repaid to the Issuer.  Upon such repayment all liability of the
Trustee or such Paying Agent with respect to such moneys shall thereupon
cease, without, however, limiting in any way any obligation that the Issuer
may have to pay the principal of or interest or premium, if any, on this
Note as the same shall become due.

               No provision of this Note or of the Senior Indenture shall
alter or impair the obligation of the Issuer, which is absolute and
unconditional, to pay the principal of, premium, if any, and interest on this
Note at the time, place, and rate, and in the coin or currency, herein
prescribed unless otherwise agreed between the Issuer and the holder of this
Note.

               The Issuer, the Trustee and any agent of the Issuer or the
Trustee may treat the holder of this Note as the owner hereof for all
purposes, whether or not this Note be overdue, and none of the Issuer, the
Trustee or any such agent shall be affected by notice to the contrary.

               No recourse shall be had for the payment of the principal of,
premium, if any, or the interest on this Note for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Senior Indenture
or any indenture supplemental thereto, against any incorporator, shareholder,
officer or director, as such, past, present or future, of the Issuer or of any
successor corporation, either directly or through the Issuer or any successor
corporation, whether by virtue of any constitution, statute or rule of law or
by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.

               This Note shall for all purposes be governed by, and construed
in accordance with, the laws of the State of New York.
               As used herein:

               (a)  the term "Business Day" means any day, other than a
Saturday or Sunday, that is neither a legal holiday nor a day on which banking
institutions are authorized or required by law or regulation to close in The
City of New York or in the City of London and (i) if this Note bears interest
calculated by reference to LIBOR, that is also a London Banking Day, (ii) if
this Note is denominated in a Specified Currency other than U.S. dollars,
Australian dollars or ECUs, in the principal financial center of the country
of the Specified Currency, (iii) if this Note is denominated in Australian
dollars, in Sydney and (iv) if this Note is denominated in ECUs, that is not a
non-ECU clearing day, as determined by the ECU Banking Association in Paris.

               (b)  the term "Market Exchange Rate" means the noon U.S. dollar
buying rate in The City of New York for wire transfers of the Specified
Currency indicated on the face hereof as certified for customs purposes by the
Federal Reserve Bank of New York;

               (c)  the term "Notices" refers to notices to the holders of the
Notes to be given by publication in an authorized newspaper in the English
language and of general circulation in the Borough of Manhattan, The City of
New York, and London or, if publication in London is not practical, in an
English language newspaper with general circulation in Western Europe.  Such
publication is expected to be made in the Wall Street Journal and the
Financial Times.  Such Notices will be deemed to have been given on the
date of such publication, or if published in such newspapers on different
dates, on the date of the first such publication;

               (d)  the term "United States" means the United States of
America (including the States and the District of Columbia), its territories,
its possessions and other areas subject to its jurisdiction; and

               (e)  the term "United States Alien" means any person who, for
United States federal income tax purposes, is a foreign corporation, a
non-resident alien individual, a non-resident alien fiduciary of a foreign
estate or trust, or a foreign partnership, one or more of the members of which
is a foreign corporation, a non-resident alien individual or a non-resident
alien fiduciary of a foreign estate or trust.

               All other terms used in this Note which are defined in the
Senior Indenture and not otherwise defined herein shall have the meanings
assigned to them in the Senior Indenture.




                           OPTION TO ELECT REPAYMENT

                       The undersigned hereby irrevocably requests and
instructs the Issuer to repay the within Note (or portion thereof specified
below) pursuant to its terms at a price equal to the principal amount thereof,
together with interest to the Optional Repayment Date, to the undersigned at

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________
                        (Please print or typewrite
                   name and address of the undersigned)

               If less than the entire principal amount of the within Note is
to be repaid, specify the portion thereof which the holder elects to have
repaid:  __________________; and specify the denomination or denominations
(which shall not be less than the minimum authorized denomination) of the
Notes to be issued to the holder for the portion of the within Note not being
repaid (in the absence of any such specification, one such Note will be issued
for the portion not being repaid): ____________________________.

Dated:______________________            ___________________________


                                                              SCHEDULE A

               EXCHANGES FOR DEFINITIVE BEARER NOTES, DEFINITIVE
            REGISTERED NOTES AND FROM TEMPORARY GLOBAL BEARER NOTE,
                          REDEMPTIONS AND REPAYMENTS

         The initial principal amount of this Note is _________.  The
following (A) exchanges of (i) portions of this Note for Definitive Bearer
Notes or Registered Notes and (ii) portions of a Temporary Global Bearer Note
for an Interest in this Note or (B) (x) redemptions at the option of the
Issuer or (y) repayments at the option of the Holder have been made:



                                                                                              Remaining
                Principal       Principal       Principal                                     Principal
                Amount          Amount          Amount          Prinicpal      Principal      Amount            Notation
                Exchanged       Exchanged       Exchange        Amount         Amount         Outstanding       Made by
Date of         From            For             For             Redeemed       Repaid         Following Such    or on
Exchange,       Temporary       Definitive      Definitive      at the         at the         Exchange,         behalf of
Redemption,     Global          Bearer          Registered      option of      option of      Redemption or     Paying
or Repayment    Notes           Notes           Notes           the Issuer     the Holder     Repayment         Agent
- ------------    ------------    ------------    ------------    ------------   ------------   ------------      ------------
                                                                                           

- ------------    ------------    ------------    ------------    ------------   ------------   ------------      ------------

- ------------    ------------    ------------    ------------    ------------   ------------   ------------      ------------

- ------------    ------------    ------------    ------------    ------------   ------------   ------------      ------------

- ------------    ------------    ------------    ------------    ------------   ------------   ------------      ------------

- ------------    ------------    ------------    ------------    ------------   ------------   ------------      ------------

- ------------    ------------    ------------    ------------    ------------   ------------   ------------      ------------

- ------------    ------------    ------------    ------------    ------------   ------------   ------------      ------------

- ------------    ------------    ------------    ------------    ------------   ------------   ------------      ------------

- ------------    ------------    ------------    ------------    ------------   ------------   ------------      ------------

- ------------    ------------    ------------    ------------    ------------   ------------   ------------      ------------

- ------------    ------------    ------------    ------------    ------------   ------------   ------------      ------------

EX-4.X

                                                                 EXHIBIT 4-x



                          [FORM OF FACE OF SECURITY]


                       Permanent Global Senior Bull Note

BEARER                                  BEARER
No. PGFX

[COMMERCIAL PAPER ISSUED IN ACCORDANCE WITH REGULATIONS MADE UNDER SECTION 4
OF THE UNITED KINGDOM BANKING ACT 1987.](*)

[MEDIUM TERM NOTE ISSUED IN ACCORDANCE WITH REGULATIONS MADE UNDER SECTION 4
OF THE UNITED KINGDOM BANKING ACT 1987.](**)

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE UNITED STATES INTERNAL REVENUE
CODE.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE FOR DEFINITIVE BEARER NOTES OR IN
WHOLE OR IN PART FOR REGISTERED NOTES, THIS GLOBAL NOTE MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY
OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "ORIGINAL YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE APPROXIMATE METHOD) SET FORTH
BELOW HAVE BEEN COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL
INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.

THIS NOTE HAS NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES AND
EXCHANGE LAW OF JAPAN.  THIS NOTE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF JAPAN
(WHICH TERM AS USED HEREIN MEANS ANY PERSON RESIDENT IN JAPAN INCLUDING ANY
CORPORATION OR OTHER ENTITY ORGANIZED UNDER THE LAWS OF JAPAN) OR TO OTHERS
FOR THE RE-OFFERING OR RE-SALE, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO A
RESIDENT OF JAPAN EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF, AND OTHERWISE IN COMPLIANCE WITH, THE SECURITIES AND EXCHANGE
LAW OF JAPAN AND OTHER RELEVANT LAWS AND REGULATIONS OF JAPAN.

IF THIS NOTE IS DENOMINATED IN JAPANESE YEN, IT SHALL HAVE A MATURITY OF NOT
LESS THAN ONE YEAR AND IT MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY,
IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT IN JAPAN PRIOR TO THE DATE
WHICH IS 90 DAYS AFTER THE SETTLEMENT DATE WITH RESPECT TO THIS NOTE.  IF (i)
INTEREST PAYMENTS ON THIS NOTE ARE DENOMINATED IN JAPANESE YEN AND PRINCIPAL
PAYMENTS ARE DENOMINATED IN A CURRENCY OR CURRENCY UNIT OTHER THAN JAPANESE
YEN OR (ii) PRINCIPAL PAYMENTS ON THIS NOTE ARE DENOMINATED IN JAPANESE YEN
AND INTEREST PAYMENTS ARE DENOMINATED IN A CURRENCY OR CURRENCY UNIT OTHER
THAN JAPANESE YEN, THIS NOTE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF JAPAN PRIOR
TO THE DATE WHICH IS 180 DAYS AFTER THE SETTLEMENT DATE WITH RESPECT TO THIS
NOTE.
_______________
     (*)Applies only if this Note is denominated in pounds sterling and
matures not more than one year from and including the Original Issue Date.

     (**)Applies only if this Note is denominated in pounds sterling and
matures more than one year and not more than five years from and including
the Original Issue Date.



                           MORGAN STANLEY GROUP INC.
                 SENIOR GLOBAL MEDIUM-TERM NOTE, SERIES [D/E]
                                  (Bull Note)

ORIGINAL ISSUE DATE:  INTEREST ACCRUAL DATE:         INTEREST PAYMENT DATE(S):


MATURITY DATE:        INTEREST RATE:                 INTEREST PAYMENT PERIOD:


EUROCLEAR NO.:        INITIAL REDEMPTION DATE:       CALCULATION AGENT:


                      INITIAL REDEMPTION PERCENTAGE: SPECIFIED CURRENCY:


CEDEL NO.:            ANNUAL REDEMPTION PERCENTAGE   INDEX CURRENCY:
                      REDUCTION:

COMMON CODE:

ISIN:

REPORTING SERVICE:    OPTIONAL REPAYMENT DATES(S):   TOTAL AMOUNT OF OID:


                      REDEMPTION PRICE:              ORIGINAL YIELD TO
                                                     MATURITY:
PRINCIPAL AMOUNT:     FINAL REDEMPTION PRICE:
                                                     INITIAL ACCRUAL PERIOD
                                                     OID:

OTHER PROVISIONS:     MINIMUM DENOMINATIONS:         INDEX MATURITY:




                   Morgan Stanley Group Inc., a Delaware corporation (together
         with its successors and assigns, the "Issuer"), for value received,
         hereby promises to pay to bearer, upon surrender hereof, the Final
         Redemption Price as specified above, on the Maturity Date specified
         above (except to the extent previously redeemed or repaid) and to pay
         interest thereon at the Interest Rate per annum specified above from
         the Interest Accrual Date specified above until the Final Redemption
         Price is paid or duly made available for payment (except as provided
         below), in arrears on the Interest Payment Dates specified above, (or
         on any redemption or repayment date); provided, however, that if the
         Interest Accrual Date occurs fifteen days or less prior to the first
         Interest Payment Date occurring after the Interest Accrual Date,
         interest payments will commence on the second Interest Payment Date
         succeeding the Interest Accrual Date.

                   Interest on this Note will accrue from the most recent
         Interest Payment Date to which interest has been paid or duly
         provided for, or, if no interest has been paid or duly provided for,
         from the Interest Accrual Date, until the Final Redemption Price is
         paid or duly made available for payment (except as provided below).
         The interest so payable, and punctually paid or duly provided for, on
         any Interest Payment Date will, subject to certain exceptions
         described herein, be paid to the holder of this Note at the office or
         agency of the Principal Paying Agent (this and certain other
         capitalized terms used herein are defined on the reverse of this
         Note) or at the office or agency of such other paying agents outside
         the United States as the Issuer may determine for that purpose (each,
         a "Paying Agent," which term shall include the Principal Paying
         Agent).

                   Payment of the principal of this Note, any premium and the
         interest due at maturity (or on any redemption or repayment date)
         will be made upon presentation and surrender of this Note at the
         office or agency of the Principal Paying Agent or at the office of
         any Paying Agent.

                   Payment of the principal of and premium, if any, and
         interest on this Note will be made in the Specified Currency
         indicated above, except as provided on the reverse hereof.  If this
         Note is denominated in U.S. dollars, any payment of the principal of,
         premium, if any, and interest on this Note will be made in such coin
         or currency of the United States of America as at the time of payment
         is legal tender for payment of public and private debts.  Such
         payments on this Note will be made either by a check mailed to an
         address outside the United States furnished by the payee or, at the
         option of the payee and subject to applicable laws and regulations
         and the procedures of the Paying Agent, by wire transfer of
         immediately available funds to an account maintained by the payee
         with a bank located outside the United States if appropriate wire
         transfer instructions have been received by the Paying Agent not less
         than 15 calendar days prior to the applicable payment date.
         Notwithstanding the foregoing, in the event that payment in U.S.
         dollars of the full amount payable on this Note at the offices of all
         Paying Agents would be illegal or effectively precluded as a result
         of exchange controls or similar restrictions, payment on this Note
         will be made by a paying agency in the United States, if such paying
         agency, under applicable law and regulations, would be able to make
         such payment.  If this Note is denominated in a Specified Currency
         other than U.S. dollars, then, except as provided on the reverse
         hereof, payment of the principal of and premium, if any, and interest
         on this Note will be made in such Specified Currency either by a
         check drawn on a bank outside the United States or, at the option of
         the payee and subject to applicable laws and regulations and the
         procedures of the Paying Agent, by wire transfer of immediately
         available funds to an account maintained by the payee with a bank
         located outside the United States.

                   Reference is hereby made to the further provisions of this
         Note set forth on the reverse hereof, which further provisions shall
         for all purposes have the same effect as if set forth at this place.

                   Unless the certificate of authentication hereon has been
         executed by the Trustee referred to on the reverse hereof by manual
         signature, this Note shall not be entitled to any benefit under the
         Senior Indenture, as defined on the reverse hereof, or be valid or
         obligatory for any purpose.


                   IN WITNESS WHEREOF, the Issuer has caused this Note to be
         duly executed under its corporate seal.


         DATED:                          MORGAN STANLEY GROUP INC.



                                         By_________________________
                                           Title:

         TRUSTEE'S CERTIFICATE
         OF AUTHENTICATION


         This is one of the Notes referred
         to in the within-mentioned
         Senior Indenture.

         CHEMICAL BANK,
           as Trustee



         By _____________________________
               Authorized Officer





                         [FORM OF REVERSE OF SECURITY]


          This Note is one of a duly authorized issue of Senior Global
Medium-Term Notes, Series E, having maturities more than nine months from the
date of issue (the "Notes") of the Issuer.  The Notes are issuable under a
Senior Indenture, dated as of April 15, 1989, as supplemented by a First
Supplemental Indenture dated as of May 15, 1991 (as so supplemented, the
"Senior Indenture"), between the Issuer and Chemical Bank, as Trustee (the
"Trustee," which term includes any successor trustee under the Senior
Indenture), to which Senior Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities of the Issuer, the Trustee and holders of the
Notes and the terms upon which the Notes are, and are to be, authenticated and
delivered.  The Issuer has appointed Chemical Bank, London Branch, as its
principal paying agent for the Notes (the "Principal Paying Agent," which term
includes any additional or successor Principal Paying Agent appointed by the
Issuer).  The terms of individual Notes may vary with respect to interest
rates, interest rate formulas, issue dates, maturity dates, or otherwise, all
as provided in the Senior Indenture.  To the extent not inconsistent herewith,
the terms of the Senior Indenture are hereby incorporated by reference herein.

          If this Note is denominated in pounds sterling, the Issuer
represents that it is not an authorized institution (for purposes of the
United Kingdom Banking Act 1987) and repayment of the principal of, and
payment of any interest or premium on, this Note has not been guaranteed, that
it has complied with its obligations under the listing rules of The
International Stock Exchange of the United Kingdom and the Republic of Ireland
Limited (the "Rules") and that, since the last publication in compliance with
the Rules of information about it, it, having made all reasonable inquiries,
has not become aware of any change in circumstances which could reasonably be
regarded as significantly and adversely affecting its ability to meet its
obligations in respect of the Notes as they fall due.

          This Note will not be subject to any sinking fund and, unless
otherwise provided on the face hereof in accordance with the provisions of the
following two paragraphs and except as set forth below, will not be redeemable
or subject to repayment at the option of the holder prior to maturity.

          If so indicated on the face of this Note, this Note may be redeemed
in whole at the option of the Issuer on or after the Initial Redemption Date
specified on the face hereof on the terms set forth on the face hereof,
together with interest accrued and unpaid hereon to the date of redemption
(except as provided below).  If this Note is subject to "Annual Redemption
Percentage Reduction," the Initial Redemption Percentage indicated on the face
hereof will be reduced on each anniversary of the Initial Redemption Date by
the Annual Redemption Percentage Reduction specified on the face hereof until
the redemption price of this Note is 100% of the principal amount hereof,
together with interest accrued and unpaid hereon to the date of redemption
(except as provided below).  Notice of redemption shall be mailed to the
holders of the Notes designated for redemption who have filed their names and
addresses with the Principal Paying Agent, not less than 30 nor more than 60
days prior to the date fixed for redemption, subject to all the conditions and
provisions of the Senior Indenture.  Notice of redemption to all other holders
of Notes shall be published in the manner set forth in "Notices" as defined
below, once in each of the three successive calendar weeks, the first
publication to be not less than 30 nor more than 60 days prior to the date set
for redemption.  In the event of redemption of this Note in part only, the
Principal Paying Agent shall cause Schedule A of this Note to be endorsed to
reflect the reduction of its principal amount by an amount equal to the
aggregate principal amount of this Note so redeemed, whereupon the principal
amount hereof shall be reduced for all purposes by the amount so redeemed and
noted.

          If so indicated on the face of this Note, this Note will be subject
to repayment at the option of the holder on the Optional Repayment Date or
Dates specified on the face hereof on the terms set forth herein.  On any
Optional Repayment Date, this Note will be repayable in whole or in part in
increments of $1,000 or, if this Note is denominated in a Specified Currency
other than U.S. dollars, in increments of 1,000 units of such Specified
Currency (provided that any remaining principal amount hereof shall not be
less than the minimum authorized denomination hereof) at the option of the
holder hereof at a price equal to 100% of the principal amount to be repaid,
together with interest accrued and unpaid hereon to the date of repayment
(except as provided below).  For this Note to be repaid at the option of the
holder hereof, the Principal Paying Agent must receive at its office in London,
at least 15 but not more than 30 days prior to the date of repayment, (i) this
Note with the form entitled "Option to Elect Repayment" below duly completed
or (ii) a telegram, telex, facsimile transmission or a letter from a member of
a national securities exchange or the National Association of Securities
Dealers, Inc. or a commercial bank or a trust company in the United States,
Western Europe or Japan setting forth the name of the holder of this Note, the
principal amount hereof, the certificate number of this Note or a description
of this Note's tenor and terms, the principal amount hereof to be repaid, a
statement that the option to elect repayment is being exercised thereby and a
guarantee that this Note, together with the form entitled "Option to Elect
Repayment" duly completed, will be received by the Principal Paying Agent not
later than the fifth Business Day after the date of such telegram, telex,
facsimile transmission or letter; provided, that such telegram, telex,
facsimile transmission or letter shall only be effective if this Note and form
duly completed are received by the Principal Paying Agent by such fifth
Business Day.  Exercise of such repayment option by the holder hereof shall be
irrevocable.  In the event of repayment of this Note in part only, the
Principal Paying Agent shall cause Schedule A of this Note to be endorsed to
reflect the reduction of its principal amount by an amount equal to the
aggregate principal amount of this Note so repaid, whereupon the principal
amount hereof shall be reduced for all purposes by the amount so repaid and
noted.

          Interest payments on this Note will include interest accrued to but
excluding the Interest Payment Dates or the Maturity Date (or any earlier
redemption or repayment date), as the case may be.  Interest payments for this
Note will be computed and paid on the basis of a 360-day year of twelve 30-day
months.

          In the case where the Interest Payment Date or the Maturity Date (or
any redemption or repayment date) does not fall on a Business Day, payment of
interest, premium, if any, or principal otherwise payable on such date need
not be made on such date, but may be made on the next succeeding Business Day
with the same force and effect as if made on the Interest Payment Date or on
the Maturity Date (or any redemption or repayment date), and no interest on
such payment shall accrue for the period from and after the Interest Payment
Date or the Maturity Date (or any redemption or repayment date) to such next
succeeding Business Day.

          This Note and all the obligations of the Issuer hereunder are
direct, unsecured obligations of the Issuer and rank without preference or
priority among themselves and pari passu with all other existing and future
unsecured and unsubordinated indebtedness of the Issuer, subject to certain
statutory exceptions in the event of liquidation upon insolvency.

          This Note is issued in permanent global bearer form without interest
coupons attached (a "Global Bearer Note").  The beneficial owner of all or a
portion of this Note may exchange its interest in this Note upon not less than
30 days' written notice to the Principal Paying Agent, in whole, for Notes in
bearer form with interest coupons, if any, attached (the "Definitive Bearer
Notes," and, together with the Global Bearer Notes, the "Bearer Notes") or, in
whole or from time to time in part, for Notes in fully registered form without
coupons (the "Registered Notes"), in each case, in the minimum denominations
set forth on the face hereof or any amount in excess thereof which is an
integral multiple of 1,000 units of the Specified Currency set forth on the
face hereof, at the office of the Principal Paying Agent, or, in the case of
Registered Notes, at the office of the transfer agent for the Registered Notes
in London, which transfer agent will initially be Chemical Bank, London
Branch, upon compliance with any procedures set forth in, or established
pursuant to, the Senior Indenture; provided, however, that the Issuer shall
not be required (i) to exchange this Note for a period of fifteen calendar
days preceding the first publication of a notice of redemption of all or any
portion hereof or (ii) to exchange any portion of this Note selected for
redemption or surrendered for optional repayment, except that all or a portion
of this Note may be exchanged for a Registered Note of like tenor, provided
that such Registered Note shall be simultaneously surrendered for redemption
or repayment, as the case may be; and provided, further, that if a Registered
Note is issued in exchange for any portion of this Note after the close of
business at the office of the Principal Paying Agent on any record date
(whether or not a Business Day) for the payment of interest on such Registered
Note and before the opening of business at such office on the relevant Interest
Payment Date, any interest will not be payable on such Interest Payment Date
in respect of such Registered Note, but will be payable on such Interest
Payment Date only to the holder of this Note.  Upon exchange of this Note in
whole for a Definitive Bearer Note or Definitive Bearer Notes, or in whole or
in part for a Registered Note or Registered Notes, the Principal Paying Agent
shall cause Schedule A of this Note to be endorsed to reflect the reduction of
the principal amount hereof by an amount equal to the aggregate principal
amount of such Definitive Bearer Note or Definitive Bearer Notes, or such
Registered Note or Registered Notes, whereupon the principal amount hereof
shall be reduced for all purposes by the amount so exchanged and noted.  All
such exchanges of Notes will be free of service charge, but the Issuer may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.  The date of any Note delivered upon
any exchange of this Note shall be such that no gain or loss of interest
results from such exchange.

               All (and not less than all) interests in this Note will be
exchanged for Definitive Bearer Notes in accordance with the procedures set
forth in the following two sentences as soon as practicable after the first
beneficial owner of an interest in this Note exchanges its interest for a
Definitive Bearer Note, provided that a common depository located outside the
United States (the "common depository") holding this Note for Morgan Guaranty
Trust Company of New York, Brussels office, as operator of the Euroclear
System (the "Euroclear Operator"), Cedel Bank, societe anonyme ("Cedel")
and/or any other relevant clearing system (including "Societe
Interprofessionelle pour la Compensation des Valeurs Mobilieres ("SICOVAM"))
instructs the Principal Paying Agent regarding the aggregate principal amount
of Definitive Bearer Notes and the denominations of such Definitive Bearer
Notes that must be authenticated and delivered to each of the Euroclear
Operator and Cedel in exchange for this Note.  Thereafter, the Principal
Paying Agent, acting solely in reliance on such instructions, shall, upon
surrender to it of this Note and subject to the conditions in the preceding
paragraph, authenticate and deliver Definitive Bearer Notes in exchange for
this Note in accordance with such instructions and shall cause Schedule A of
this Note to be endorsed to reflect the reduction of its principal amount by
an amount equal to the aggregate principal amount of this Note.  Nothing in
this paragraph shall prevent the further exchange of Definitive Bearer Notes
into Registered Notes.

          This Note may be transferred by delivery; provided, however, that
this Note may be transferred only to a common depositary outside the United
States for the Euroclear Operator, Cedel and/or any other relevant clearing
system or to a nominee of such a depositary.

          In case any Note shall at any time become mutilated, defaced or be
destroyed, lost or stolen and such Note or evidence of the loss, theft or
destruction thereof (together with the indemnity hereinafter referred to and
such other documents or proof as may be required in the premises) shall be
delivered to the Trustee, a new Note of like tenor will be issued by the
Issuer in exchange for the Note so mutilated or defaced, or in lieu of the
Note so destroyed or lost or stolen, but, in the case of any destroyed or lost
or stolen Note, only upon receipt of evidence satisfactory to the Trustee and
the Issuer that such Note was destroyed or lost or stolen and, if required,
upon receipt also of indemnity satisfactory to each of them.  All expenses and
reasonable charges associated with procuring such indemnity and with the
preparation, authentication and delivery of a new Note shall be borne by the
owner of the Note mutilated, defaced, destroyed, lost or stolen.

          The Senior Indenture provides that, (a) if an Event of Default (as
defined in the Senior Indenture) due to the default in payment of principal
of, premium, if any, or interest on, any series of debt securities issued
under the Senior Indenture, including the series of Senior Global Medium-Term
Notes of which this Note forms a part, or due to the default in the
performance or breach of any other covenant or warranty of the Issuer
applicable to the debt securities of such series but not applicable to all
outstanding debt securities issued under the Senior Indenture shall have
occurred and be continuing, either the Trustee or the holders of not less than
25% in principal amount of the debt securities of each affected series (voting
as a single class) may then declare the principal of all debt securities of all
such series and interest accrued thereon to be due and payable immediately and
(b) if an Event of Default due to a default in the performance of any other of
the covenants or agreements in the Senior Indenture applicable to all
outstanding debt securities issued thereunder, including this Note, or due to
certain events of bankruptcy, insolvency and reorganization of the Issuer,
shall have occurred and be continuing, either the Trustee or the holders of
not less than 25% in principal amount of all debt securities issued under the
Senior Indenture then outstanding (treated as one class) may declare the
principal of all such debt securities and interest accrued thereon to be due
and payable immediately, but upon certain conditions such declarations may be
annulled and past defaults may be waived (except a continuing default in
payment of principal (or premium, if any) or interest on such debt securities)
by the holders of a majority in principal amount of the debt securities of all
affected series then outstanding.

          If the face hereof indicates that this Note is subject to "Modified
Payment upon Acceleration or Redemption," then (i) if the principal hereof is
declared to be due and payable as described in the preceding paragraph, the
amount of principal due and payable with respect to this Note shall be
calculated on the basis of the aggregate principal amount hereof multiplied by
the sum of the Issue Price specified on the face hereof (expressed as a
percentage of the aggregate principal amount) plus the original issue discount
amortized from the Interest Accrual Date to the date of declaration, which
amortization shall be calculated using the "interest method" (computed in
accordance with generally accepted accounting principles in effect on the date
of declaration), (ii) for the purpose of any vote of securityholders taken
pursuant to the Senior Indenture prior to the acceleration of payment of this
Note, the principal amount hereof shall equal the amount that would be due and
payable hereon, calculated as set forth in clause (i) above, if this Note were
declared to be due and payable on the date of any such vote and (iii) for the
purpose of any vote of securityholders taken pursuant to the Senior Indenture
following the acceleration of payment of this Note, the principal amount
hereof shall equal the amount of principal due and payable with respect to
this Note, calculated as set forth in clause (i) above.

          This Note may be redeemed, as a whole, at the option of the Issuer
at any time prior to maturity, upon the giving of a notice of redemption as
described below, at the Redemption Price, as specified on the face hereof,
together with accrued interest to the date fixed for redemption (except that
if this Note is subject to "Modified Payment upon Acceleration or Redemption,"
such redemption price would be limited to the aggregate principal amount
hereof multiplied by the sum of the Issue Price specified on the face hereof
(expressed as a percentage of the aggregate principal amount) plus the
original issue discount amortized from the Interest Accrual Date to the date
of redemption, which amortization shall be calculated using the "interest
method" (computed in accordance with generally accepted accounting principles
in effect on the date of redemption) (the "Amortized Amount")), if the Issuer
determines that, as a result of any change in or amendment to the laws (or any
regulations or rulings promulgated thereunder) of the United States or of any
political subdivision or taxing authority thereof or therein affecting
taxation, or any change in official position regarding the application or
interpretation of such laws, regulations or rulings, which change or amendment
becomes effective on or after the Original Issue Date hereof, the Issuer has
or will become obligated to pay Additional Amounts (as defined below) with
respect to this Note as described below.  Prior to the giving of any Notice of
redemption pursuant to this paragraph, the Issuer shall deliver to the Trustee
(i) a certificate stating that the Issuer is entitled to effect such
redemption and setting forth a statement of facts showing that the conditions
precedent to the right of the Issuer to so redeem have occurred, and (ii) an
opinion of independent counsel satisfactory to the Trustee to such effect
based on such statement of facts; provided that no such notice of redemption
shall be given earlier than 60 days prior to the earliest date on which the
Issuer would be obligated to pay such Additional Amounts if a payment in
respect of this Note were then due.

          Notice of redemption will be given not less than 30 nor more than 60
days prior to the date fixed for redemption, which date and the formula for
determining the applicable redemption price will be specified in the Notice.

          If the Issuer shall determine that any payment made outside the
United States by the Issuer or any Paying Agent of principal, premium or
interest due in respect of this Note would, under any present or future laws
or regulations of the United States, be subject to any certification,
identification or other information reporting requirement of any kind, the
effect of which is the disclosure to the Issuer, any Paying Agent or any
governmental authority of the nationality, residence or identity of a
beneficial owner of this Note who is a United States Alien (as defined below)
(other than such a requirement (a) that would not be applicable to a payment
made by the Issuer or any Paying Agent (i) directly to the beneficial owner or
(ii) to a custodian, nominee or other agent of the beneficial owner, or (b)
that can be satisfied by such custodian, nominee or other agent certifying to
the effect that such beneficial owner is a United States Alien; provided that
in each case referred to in clauses (a)(ii) and (b) payment by such custodian,
nominee or agent to such beneficial owner is not otherwise subject to any such
requirement), the Issuer shall redeem this Note, as a whole, at the Redemption
Price, as specified on the face hereof (except that if this Note is subject to
"Modified Payment upon Acceleration or Redemption," such redemption price
would be calculated on the basis of the aggregate principal amount hereof
multiplied by the sum of the Issue Price specified on the face hereof
(expressed as a percentage of the aggregate principal amount) plus the
Amortized Amount), together with accrued interest to the date fixed for
redemption, or, at the election of the Issuer if the conditions of the next
succeeding paragraph are satisfied, pay the additional amounts specified in
such paragraph.  The Issuer shall make such determination and election as soon
as practicable, shall promptly notify the Trustee thereof and shall publish
prompt notice thereof (the "Determination Notice") stating the effective date
of such certification, identification or other information reporting
requirements, whether the Issuer will redeem this Note or has elected to pay
the additional amounts specified in the next succeeding paragraph, and (if
applicable) the last date by which the redemption of this Note must take
place, as provided in the next succeeding sentence.  If the Issuer redeems
this Note, such redemption shall take place on such date, not later than one
year after the publication of the Determination Notice, as the Issuer shall
elect by notice to the Trustee at least 60 days prior to the date fixed for
redemption.  Notice of such redemption of this Note will be given to the
holder of this Note not more than 60 nor less than 30 days prior to the date
fixed for redemption.  Such redemption notice shall include a statement as to
the last date by which this Note to be redeemed may be exchanged for
Registered Notes.  Notwithstanding the foregoing, the Issuer shall not so
redeem this Note if the Issuer shall subsequently determine, not less than 30
days prior to the date fixed for redemption, that subsequent payments would not
be subject to any such requirement, in which case the Issuer shall publish
prompt notice of such determination and any earlier redemption notice shall be
revoked and of no further effect.  The right of the holder of this Note to
exchange this Note for Registered Notes will terminate at the close of
business of the Principal Paying Agent on the fifteenth day prior to the date
fixed for redemption, and no further exchanges of this Note for Registered
Notes shall be permitted.

          If and so long as the certification, identification or other
information reporting requirements referred to in the preceding paragraph
would be fully satisfied by payment of a backup withholding tax or similar
charge, the Issuer may elect by notice to the Trustee to pay as additional
amounts such amounts as may be necessary so that every net payment made
outside the United States following the effective date of such requirements by
the Issuer or any Paying Agent of principal, premium or interest due in
respect of this Note of which the beneficial owner is a United States Alien
(but without any requirement that the nationality, residence or identity of
such beneficial owner be disclosed to the Issuer, any Paying Agent or any
governmental authority, with respect to the payment of such additional
amounts), after deduction or withholding for or on account of such backup
withholding tax or similar charge (other than a backup withholding tax or
similar charge that (i) would not be applicable in the circumstances referred
to in the second parenthetical clause of the first sentence of the preceding
paragraph, or (ii) is imposed as a result of presentation of this Note for
payment more than 15 days after the date on which such payment becomes due and
payable or on which payment thereof is duly provided for, whichever occurs
later), will not be less than the amount provided for in this Note to be then
due and payable.  In the event the Issuer elects to pay any additional amounts
pursuant to this paragraph, the Issuer shall have the right to redeem this
Note as a whole at any time pursuant to the applicable provisions of the
immediately preceding paragraph and the redemption price of this Note will not
be reduced for applicable withholding taxes.  If the Issuer elects to pay
additional amounts pursuant to this paragraph and the condition specified in
the first sentence of this paragraph should no longer be satisfied, then the
Issuer will redeem this Note as a whole, pursuant to the applicable provisions
of the immediately preceding paragraph.

          The Issuer will, subject to certain exceptions and limitations set
forth below, pay such additional amounts (the "Additional Amounts") to the
holder of this Note who is a United States Alien as may be necessary in order
that every net payment of the principal of and interest on this Note and any
other amounts payable on this Note, after withholding for or on account of any
present or future tax, assessment or governmental charge imposed upon or as a
result of such payment by the United States (or any political subdivision or
taxing authority thereof or therein), will not be less than the amount
provided for in this Note to be then due and payable.  The Issuer will not,
however, be required to make any payment of Additional Amounts to any such
holder for or on account of:

               (a)   any such tax, assessment or other governmental charge
         that would not have been so imposed but for (i) the existence of any
         present or former connection between such holder (or between a
         fiduciary, settlor, beneficiary, member or shareholder of such
         holder, if such holder is an estate, a trust, a partnership or a
         corporation) and the United States, including, without limitation,
         such holder (or such fiduciary, settlor, beneficiary, member or
         shareholder) being or having been a citizen or resident thereof or
         being or having been engaged in a trade or business or present
         therein or having, or having had, a permanent establishment therein
         or (ii) the presentation by the holder of this Note for payment on a
         date more than 15 days after the date on which such payment became
         due and payable or the date on which payment thereof is duly provided
         for, whichever occurs later;

               (b)   any estate, inheritance, gift, sales, transfer or
         personal property tax or any similar tax, assessment or governmental
         charge;

               (c)   any tax, assessment or other governmental charge imposed
         by reason of such holder's past or present status as a personal
         holding company or foreign personal holding company or controlled
         foreign corporation or passive foreign investment company with
         respect to the United States or as a corporation which accumulates
         earnings to avoid United States federal income tax or as a private
         foundation or other tax-exempt organization;

               (d)   any tax, assessment or other governmental charge that is
         payable otherwise than by withholding from payments on or in respect
         of this Note;

               (e)   any tax, assessment or other governmental charge required
         to be withheld by any Paying Agent from any payment of principal of,
         or interest on, this Note, if such payment can be made without such
         withholding by any other Paying Agent in a city in Western Europe;

               (f)   any tax, assessment or other governmental charge that
         would not have been imposed but for the failure to comply with
         certification, information or other reporting requirements concerning
         the nationality, residence or identity of the holder or beneficial
         owner of this Note, if such compliance is required by statute or by
         regulation of the United States or of any political subdivision or
         taxing authority thereof or therein as a precondition to relief or
         exemption from such tax, assessment or other governmental charge;

               (g)   any tax, assessment or other governmental charge imposed
         by reason of such holder's past or present status as the actual or
         constructive owner of 10% or more of the total combined voting power
         of all classes of stock entitled to vote of the Issuer or as a direct
         or indirect subsidiary of the Issuer; or

               (h)   any combination of items (a), (b), (c), (d), (e), (f) or
         (g);

nor shall Additional Amounts be paid with respect to any payment on this Note
to a United States Alien who is a fiduciary or partnership or other than the
sole beneficial owner of such payment to the extent such payment would be
required by the laws of the United States (or any political subdivision
thereof) to be included in the income, for tax purposes, of a beneficiary or
settlor with respect to such fiduciary or a member of such partnership or a
beneficial owner who would not have been entitled to the Additional Amounts
had such beneficiary, settlor, member or beneficial owner been the holder of
this Note.

               The Final Redemption Price or the Redemption Price shall be
determined by the Calculation Agent not later than the close of business on
the date that is two (2) London Banking Days prior to the Maturity Date or
date of redemption as the case may be (the "Determination Date").  For the
purpose of determining the Final Redemption Price or the Redemption Price
LIBOR shall be determined as follows:

               (i)   As of the Determination Date, the Calculation Agent will
         determine (a) if "LIBOR Reuters" is specified as the Reporting
         Service on the face hereof, the arithmetic mean of the offered rates
         (unless the specified Designated LIBOR Page (as defined below) by its
         terms provides only for a single rate, in which case such single rate
         shall be used) for deposits in the London interbank market in the
         Index Currency for the period of the Index Maturity specified on the
         face hereof, commencing on the second London Banking Day immediately
         following such Determination Date, which appear on the Designated
         LIBOR Page at approximately 11:00 A.M., London time, on such
         Determination Date, if at least two such offered rates appear
         (unless, as aforesaid, only a single rate is required) on such
         Designated LIBOR Page, or (b) if "LIBOR Telerate" is specified as the
         Reporting Service on the face hereof, the rate for deposits in the
         Index Currency for the period of the Index Maturity, commencing on
         such Determination Date, that appears on the Designated LIBOR Page at
         approximately 11:00 A.M., London time, on such Determination Date.
         If fewer than two offered rates appear (if "LIBOR Reuters" is
         specified as the Reporting Service on the face hereof and calculation
         of LIBOR is based on the arithmetic mean of the offered rates) or if
         no rate appears (if the Reporting Service on the face hereof
         specifies either (x) "LIBOR Reuters" and the Designated LIBOR Page by
         its terms provides only for a single rate or (y) "LIBOR Telerate"),
         LIBOR in respect of that Determination Date will be determined as if
         the parties had specified the rate described in (ii) below.

               (ii)  With respect to a Determination Date on which fewer than
         two offered rates appear (if "LIBOR Reuters" is specified as the
         Reporting Service on the face hereof and calculation of LIBOR is
         based on the arithmetic mean of the offered rates) or no rate appears
         (if the Reporting Service on the face hereof specifies either (x)
         "LIBOR Reuters" and the Designated LIBOR Page by its terms provides
         only for a single rate or (y) "LIBOR Telerate"), the Calculation
         Agent will request the principal London offices of each of four major
         reference banks in the London interbank market, as selected by the
         Calculation Agent (after consultation with the Issuer), to provide
         the Calculation Agent with its offered quotations for deposits in the
         Index Currency for the period of the Index Maturity specified on the
         face hereof, commencing on the second London Banking Day immediately
         following such Determination Date, to prime banks in the London
         interbank market at approximately 11:00 A.M., London time, on such
         Determination Date and in a principal amount equal to an amount of
         not less than U.S.$1 million (or the equivalent in the Index Currency)
         that is representative of a single transaction in such Index Currency
         in such market at such time.  If at least two such quotations are
         provided, LIBOR will be the arithmetic mean of such quotations.  If
         fewer than two quotations are provided, LIBOR in respect of that
         Determination Date will be the arithmetic mean of rates quoted at
         approximately 11:00 A.M. (or such other time specified on the face
         hereof), in the applicable principal financial center for the country
         of the Index Currency on such Determination Date, by three major banks
         in such principal financial center selected by the Calculation Agent
         (after consultation with the Issuer) on such Determination Date for
         loans in the Index Currency to leading European banks, for the period
         of the Index Maturity specified on the face hereof commencing on the
         second London Banking Day immediately following such Determination
         Date and in a principal amount of not less than U.S.$1 million (or
         the equivalent in the Index Currency) that is representative of a
         single transaction in such Index Currency in such market at such
         time.  "Index Currency" means the currency (including composite
         currencies) specified as Index Currency on the face hereof.  If no
         such currency is specified as Index Currency on the face hereof, the
         Index Currency shall be U.S. dollars.  "Designated LIBOR Page" means
         either (a) if "LIBOR Reuters" is designated as the Reporting Service
         on the face hereof, the display on the Reuters Monitor Money Rates
         Service for the purpose of displaying the London interbank rates of
         major banks for the applicable Index Currency, or (b) if "LIBOR
         Telerate" is designated as the Reporting Service on the face hereof,
         the display on the Dow Jones Telerate Service for the purpose of
         displaying the London interbank rates of major banks for the
         applicable Index Currency.  If neither LIBOR Reuters nor LIBOR
         Telerate is specified as the Reporting Service on the face hereof,
         LIBOR for the applicable Index Currency will be determined as if
         LIBOR Telerate (and, if the U.S. dollar is the Index Currency, Page
         3750) had been specified.

          The Senior Indenture permits the Issuer and the Trustee, with the
consent of the holders of not less than a majority in aggregate principal
amount of the debt securities of all series issued under the Senior Indenture
then outstanding and affected (voting as one class), to execute supplemental
indentures adding any provisions to or changing in any manner the rights of
the holders of each series so affected; provided that the Issuer and the
Trustee may not, without the consent of the holder of each outstanding debt
security affected thereby, (a) extend the final maturity of any such debt
security, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon, or reduce any amount payable on
redemption or repayment thereof, or change the currency of payment thereof, or
impair or affect the rights of any holder to institute suit for the payment
thereof without the consent of the holder of each debt security so affected;
or (b) reduce the aforesaid percentage in principal amount of debt securities
the consent of the holders of which is required for any such supplemental
indenture, without the consent of the holders of each debt security so
affected.

          Except as set forth below, if the principal of, premium, if any, or
interest on, this Note is payable in a Specified Currency other than U.S.
dollars and such Specified Currency is not available to the Issuer for making
payments hereon due to the imposition of exchange controls or other
circumstances beyond the control of the Issuer or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions within the international banking
community, then the Issuer will be entitled to satisfy its obligations to the
holder of this Note by making such payments in U.S. dollars on the basis of
the Market Exchange Rate (as defined below) on the date of such payment or, if
the Market Exchange Rate is not available on such date, as of the most recent
practicable date.  Any payment made under such circumstances in U.S. dollars
where the required payment is in a Specified Currency other than U.S. dollars
will not constitute an Event of Default.

               If the principal of, premium, if any, or interest on, this Note
is payable in ECUs, then with respect to each due date for any such payment on
or after the first business day in London on which the ECU is used neither as
the unit of account of the European Community ("EC") nor as the currency of
the European Union, the Issuer shall choose a substitute currency (the "Chosen
Currency") which may be any currency which was, on the last day on which the
ECU was used as the unit of account of the EC, a component currency of the ECU
basket or U.S. dollars, in which all such payments due on or after that date
with respect to this Note shall be made.  Notice of the Chosen Currency so
selected shall, where practicable, be published in the manner described in
"Notices" below.   The amount of each payment in such Chosen Currency shall be
computed on the basis of the equivalent of the ECU in that currency,
determined as described below, as of the fourth business day in London prior
to the date on which such payment is due.

               If the principal of, premium, if any, or interest on, this Note
is payable in ECUs, then on the first business day in London on which the ECU
is used neither as the unit of account of the EC nor as the currency of the
European Union, the Issuer shall choose a Chosen Currency in which all such
payments with respect to this Note having a due date prior thereto but not yet
presented for payment are to be made.   The amount of each payment in such
Chosen Currency shall be computed on the basis of the equivalent of the ECU in
that currency, determined as described below, as of such first business day.

               The equivalent of the ECU in the relevant Chosen Currency as of
any date (the "Day of Valuation") shall be determined on the following basis
by, or on behalf of, an Exchange Rate Agent appointed by the Issuer.  The
amounts and components composing the ECU for this purpose (the "Components")
shall be the amounts and components composing the ECU as of the last date on
which the ECU was used as the unit of account of the EC.  The equivalent of
the ECU in the Chosen Currency shall be calculated by, first, aggregating the
U.S. dollar equivalents of the Components; and then, in the case of a Chosen
Currency other than U.S. dollars, using the rate used for determining the U.S.
dollar equivalent of the Components in the Chosen Currency as set forth below,
calculating the equivalent in the Chosen Currency of such aggregate amount in
U.S. dollars.

               The U.S. dollar equivalent of each of the Components shall be
determined by, or on behalf of, the Exchange Rate Agent on the basis of the
middle spot delivery quotations prevailing at 2:30 p.m., London time, on the
Day of Valuation, as obtained by, or on behalf of, the Exchange Rate Agent from
one or more major banks, as selected by the Issuer, in the country of issue of
the component currency in question.

               If for any reason no direct quotations are available for a
Component as of a Day of Valuation from any of the banks selected for this
purpose, in computing the U.S. dollar equivalent of such Component, the
Exchange Rate Agent shall (except as provided below) use the most recent direct
quotations for such Component obtained by it or on its behalf; provided that
such quotations were prevailing in the country of issue not more than two
Business Days before such Day of Valuation.  If such most recent quotations
were so prevailing more than two Business Days in the country of issue before
such Day of Valuation, the Exchange Rate Agent shall determine the U.S. dollar
equivalent of such Component on the basis of cross rates derived from the
middle spot delivery quotations for such component currency and for the U.S.
dollar prevailing at 2:30 p.m., London time, on such Day of Valuation, as
obtained by, or on behalf of, the Exchange Rate Agent from one or more major
banks, as selected by the Issuer, in a country other than the country of issue
of such component currency.  Notwithstanding the foregoing, the Exchange Rate
Agent shall determine the U.S. dollar equivalent of such Component on the
basis of such cross rates if the Issuer or such agent judges that the
equivalent so calculated is more representative than the U.S. dollar
equivalent calculated as provided in the first sentence of this paragraph.
Unless otherwise specified by the Issuer, if there is more than one market for
dealing in any component currency by reason of foreign exchange regulations
or for any other reason, the market to be referred to in respect of such
currency shall be that upon which a non-resident issuer of notes denominated
in such currency would purchase such currency in order to make payments in
respect of such securities.

               Payments in the Chosen Currency will be made at the specified
office of a paying agent in the country of the Chosen Currency, or, if none,
or at the option of the holder, at the specified office of any Paying Agent
either by a check drawn on, or by transfer to an account maintained by the
holder with, a bank in the principal financial center of the country of the
Chosen Currency.

               All determinations referred to above made by, or on behalf of,
the Issuer or by, or on behalf of, the Exchange Rate Agent shall be at its
sole discretion and shall, in the absence of manifest error, be conclusive for
all purposes and binding on holders of this Note.

          So long as this Note shall be outstanding, the Issuer will cause to
be maintained an office or agency for the payment of the principal of and
premium, if any, and interest on this Note as herein provided.  If this Note
is listed on The International Stock Exchange of the United Kingdom and the
Republic of Ireland Limited and such Exchange so requires, the Issuer shall
maintain a Paying Agent in London.  The Issuer may designate other agencies
for the payment of said principal, premium and interest at such place or places
outside the United States (subject to applicable laws and regulations) as the
Issuer may decide.  So long as there shall be such an agency, the Issuer shall
keep the Trustee advised of the names and locations of such agencies, if any
are so designated.

          With respect to moneys paid by the Issuer and held by the Trustee or
any Paying Agent for payment of the principal of or interest or premium, if
any, on any Notes that remain unclaimed at the end of two years after such
principal, interest or premium shall have become due and payable (whether at
maturity or upon call for redemption or otherwise), (i) the Trustee or such
Paying Agent shall notify the holders of such Notes that such moneys shall be
repaid to the Issuer and any person claiming such moneys shall thereafter look
only to the Issuer for payment thereof and (ii) such moneys shall be so repaid
to the Issuer.  Upon such repayment all liability of the Trustee or such
Paying Agent with respect to such moneys shall thereupon cease, without,
however, limiting in any way any obligation that the Issuer may have to pay
the principal of or interest or premium, if any, on this Note as the same
shall become due.

               No provision of this Note or of the Senior Indenture shall
alter or impair the obligation of the Issuer, which is absolute and
unconditional, to pay the principal of, premium, if any, and interest on this
Note at the time, place, and rate, and in the coin or currency, herein
prescribed unless otherwise agreed between the Issuer and the holder of this
Note.

               The Issuer, the Trustee and any agent of the Issuer or the
Trustee may treat the holder of this Note as the owner hereof for all
purposes, whether or not this Note be overdue, and none of the Issuer, the
Trustee or any such agent shall be affected by notice to the contrary.

               No recourse shall be had for the payment of the principal of,
premium, if any, or the interest on this Note for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Senior Indenture
or any indenture supplemental thereto, against any incorporator, shareholder,
officer or director, as such, past, present or future, of the Issuer or of any
successor corporation, either directly or through the Issuer or any successor
corporation, whether by virtue of any constitution, statute or rule of law or
by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.

               This Note shall for all purposes be governed by, and construed
in accordance with, the laws of the State of New York.

               As used herein:

               (a)  the term "Business Day" means any day, other than a
Saturday or Sunday, that is neither a legal holiday nor a day on which banking
institutions are authorized or required by law or regulation to close in The
City of New York or in the City of London and (i) if this Note is denominated
in a Specified Currency other than U.S. dollars, Australian dollars or ECUs,
in the principal financial center of the country of the Specified Currency,
(ii) if this Note is denominated in Australian dollars, in Sydney and (iii) if
this Note is denominated in ECUs, that is not a non-ECU clearing day, as
determined by the ECU Banking Association in Paris;

               (b)  the term "London Banking Day" means any day on which
dealings in deposits in the Index Currency (as defined herein) are transacted
in the London interbank market.

               (c)  the term "Market Exchange Rate" means the noon U.S. dollar
buying rate in The City of New York for wire transfers of the Specified
Currency indicated on the face hereof as certified for customs purposes by the
Federal Reserve Bank of New York;

               (d)  the term "Notices" refers to notices to the holders of the
Notes to be given by publication in an authorized newspaper in the English
language and of general circulation in the Borough of Manhattan, The City of
New York, and London or, if publication in London is not practical, in an
English language newspaper with general circulation in Western Europe.  Such
publication is expected to be made in the Wall Street Journal and the
Financial Times.  Such Notices will be deemed to have been given on the date
of such publication, or if published in such newspapers on different dates, on
the date of the first such publication;

               (e)  the term "United States" means the United States of
America (including the States and the District of Columbia), its territories,
its possessions and other areas subject to its jurisdiction; and

               (f)  the term "United States Alien" means any person who, for
United States federal income tax purposes, is a foreign corporation, a
non-resident alien individual, a non-resident alien fiduciary of a foreign
estate or trust, or a foreign partnership, one or more of the members of which
is a foreign corporation, a non-resident alien individual or a non-resident
alien fiduciary of a foreign estate or trust.

          All other terms used in this Note which are defined in the Senior
Indenture and not otherwise defined herein shall have the meanings assigned to
them in the Senior Indenture.


                           OPTION TO ELECT REPAYMENT


                     The undersigned hereby irrevocably requests and
instructs the Issuer to repay the within Note (or portion thereof specified
below) pursuant to its terms at a price equal to the principal amount thereof,
together with interest to the Optional Repayment Date, to the undersigned at

_____________________________________________________________________________

_____________________________________________________________________________

_____________________________________________________________________________
                        (Please print or typewrite
                   name and address of the undersigned)

          If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof which the holder elects to have repaid:
__________________; and specify the denomination or denominations (which shall
not be less than the minimum authorized denomination) of the Notes to be
issued to the holder for the portion of the within Note not being repaid (in
the absence of any such specification, one such Note will be issued for the
portion not being repaid): ____________________________.

Dated:______________________     ___________________________



                                  SCHEDULE A

                     [Print schedule.A (-rot) and attach]

EX-4.Y

                                                                 EXHIBIT 4-y


                          [FORM OF FACE OF SECURITY]


                 Definitive Floating Rate Senior Bearer Note

BEARER                                                   BEARER No. PGFL ____


[COMMERCIAL PAPER ISSUED IN ACCORDANCE WITH REGULATIONS MADE UNDER SECTION 4
OF THE UNITED KINGDOM BANKING ACT 1987.]*(1)

[MEDIUM TERM NOTE ISSUED IN ACCORDANCE WITH REGULATIONS MADE UNDER SECTION 4
OF THE UNITED KINGDOM BANKING ACT 1987.]**(2)

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE UNITED STATES INTERNAL REVENUE
CODE.

IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "ORIGINAL YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE APPROXIMATE METHOD) SET FORTH
BELOW HAVE BEEN COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL
INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.

THIS NOTE HAS NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES AND
EXCHANGE LAW OF JAPAN.  THIS NOTE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF JAPAN
(WHICH TERM AS USED HEREIN MEANS ANY PERSON RESIDENT IN JAPAN INCLUDING ANY
CORPORATION OR OTHER ENTITY ORGANIZED UNDER THE LAWS OF JAPAN) OR TO OTHERS
FOR THE RE-OFFERING OR RE-SALE, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO A
RESIDENT OF JAPAN EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF, AND OTHERWISE IN COMPLIANCE WITH, THE SECURITIES AND EXCHANGE
LAW OF JAPAN AND OTHER RELEVANT LAWS AND REGULATIONS OF JAPAN.

IF THIS NOTE IS DENOMINATED IN JAPANESE YEN, IT SHALL HAVE A MATURITY OF NOT
LESS THAN ONE YEAR AND IT MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY,
IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT IN JAPAN PRIOR TO THE DATE
WHICH IS 90 DAYS AFTER THE SETTLEMENT DATE WITH RESPECT TO THIS NOTE.  IF (i)
INTEREST PAYMENTS ON THIS NOTE ARE DENOMINATED IN JAPANESE YEN AND PRINCIPAL
PAYMENTS ARE DENOMINATED IN A CURRENCY OR CURRENCY UNIT OTHER THAN JAPANESE
YEN OR (ii) PRINCIPAL PAYMENTS ON THIS NOTE ARE DENOMINATED IN JAPANESE YEN
AND INTEREST PAYMENTS ARE DENOMINATED IN A CURRENCY OR CURRENCY UNIT OTHER
THAN JAPANESE YEN, THIS NOTE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF JAPAN PRIOR
TO THE DATE WHICH IS 180 DAYS AFTER THE SETTLEMENT DATE WITH RESPECT TO THIS
NOTE.
_______________
      *(1)  Applies only if this Note is denominated in pounds sterling and
matures not more than one year from and including the Original Issue Date.

     **(2)  Applies only if this Note is denominated in pounds sterling and
matures more than one year and not more than five years from and including
the Original Issue Date.



                          MORGAN STANLEY GROUP INC.

       SENIOR DEFINITIVE MEDIUM-TERM NOTE, SERIES [D/E] (Floating Rate)

                          Floating Rate Senior Note

                          MORGAN STANLEY GROUP INC.


ORIGINAL ISSUE           INTEREST ACCRUAL           INTEREST PAYMENT
DATE:                    DATE:                      DATES:

MATURITY DATE:           INITIAL INTEREST           INTEREST PAYMENT
                         RATE:                      PERIOD:

BASE RATE:               INITIAL INTEREST           INTEREST RESET
                         RESET DATE:                PERIOD:

                                                    INTEREST RESET
INDEX MATURITY:          MAXIMUM INTEREST           DATES:
                         RATE:

SPREAD (PLUS OR          MINIMUM INTEREST           CALCULATION AGENT:
   MINUS):               RATE:

ALTERNATE RATE           INITIAL REDEMPTION         SPECIFIED CURRENCY:
 EVENT SPREAD:           DATE:

SPREAD                   INITIAL REDEMPTION         INDEX CURRENCY:
MULTIPLIER:              PERCENTAGE:

REPORTING                ANNUAL REDEMPTION          TOTAL AMOUNT OF OID:
SERVICE:                 PERCENTAGE REDUCTION:

COMMON CODE:

ISIN:

OTHER                    OPTIONAL REPAYMENT         ORIGINAL YIELD TO
PROVISIONS:              DATE(S):                   MATURITY:

                                                    INITIAL ACCRUAL
                                                    PERIOD OID:

                                                    MINIMUM
                                                    DENOMINATIONS:



               Morgan Stanley Group Inc., a Delaware corporation (together
with its successors and assigns, the "Issuer"), for value received, hereby
promises to pay to bearer, upon surrender hereof, the principal amount of
____________________, on the Maturity Date specified above (except to the
extent previously redeemed or repaid) and to pay interest thereon to the
bearer of the coupons, if any, appertaining hereto, from the Interest Accrual
Date specified above at a rate per annum equal to the Initial Interest Rate
specified above until the Initial Interest Reset Date specified above, and
thereafter at a rate per annum determined in accordance with the provisions
specified on the reverse hereof until such principal amount is paid or duly
made available for payment.  The Issuer will pay interest in arrears monthly,
quarterly, semiannually or annually as specified above as the Interest Payment
Period on each Interest Payment Date (as specified above), commencing with the
first Interest Payment Date next succeeding the Interest Accrual Date
specified above, and on the Maturity Date specified above (or any redemption
or repayment date); provided, however, that if the Interest Accrual Date occurs
fifteen days or less prior to the first Interest Payment Date occurring after
the Interest Accrual Date, interest payments will commence on the second
Interest Payment Date succeeding the Interest Accrual Date; and provided,
further, that if an Interest Payment Date (other than the Maturity Date or
redemption or repayment date) would fall on a day that is not a Business Day,
as defined on the reverse hereof, such Interest Payment Date shall be the
following day that is a Business Day, except that if the Base Rate specified
above is LIBOR and such next Business Day falls in the next calendar month,
such Interest Payment Date shall be the immediately preceding day that is a
Business Day; and provided, further, that if the Maturity Date or redemption
or repayment date would fall on a day that is not a Business Day, the payment
of principal, premium, if any, and interest shall be made on the next
succeeding Business Day and no interest shall accrue for the period from and
after such Maturity Date or redemption or repayment date.

               Interest on this Note will accrue from the most recent Interest
Payment Date to which interest has been paid or duly provided for, or, if no
interest has been paid or duly provided for, from the Interest Accrual Date,
until the principal hereof has been paid or duly made available for payment
(except as provided below).  The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will be payable only upon
presentation and surrender at the office or agency of the Principal Paying
Agent (this and certain other capitalized terms used herein are defined on the
reverse of this Note) or at the office or agency of such other paying agents
outside the United States as the Issuer may determine for that purpose (each,
a "Paying Agent," which term shall include the Principal Paying Agent) of the
interest coupons hereto attached as they severally mature.

               Payment of the principal of and premium, if any, on this Note,
at maturity (or on any redemption or repayment date) will be made upon
presentation and surrender of this Note at the office or agency of the
Principal Paying Agent or at the office of any Paying Agent.

               Payment of the principal of and premium, if any, and interest
on this Note will be made in the Specified Currency indicated above, except as
provided on the reverse hereof.  If this Note is denominated in U.S. dollars,
any payment of the principal of, premium, if any, and interest on this Note
will be made in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts.
Such payments on this Note will be made either by a check mailed to an address
outside the United States furnished by the payee or, at the option of the
payee and subject to applicable laws and regulations and the procedures of the
Paying Agent, by wire transfer of immediately available funds to an account
maintained by the payee with a bank located outside the United States if
appropriate wire transfer instructions have been received by the Paying Agent
not less than 15 calendar days prior to the applicable payment date.
Notwithstanding the foregoing, in the event that payment in U.S. dollars of
the full amount payable on this Note at the offices of all Paying Agents would
be illegal or effectively precluded as a result of exchange controls or
similar restrictions, payment on this Note will be made by a paying agency in
the United States, if such paying agency, under applicable law and
regulations, would be able to make such payment.  If this Note is denominated
in a Specified Currency other than U.S. dollars, then, except as provided on
the reverse hereof, payment of the principal of and premium, if any, and
interest on this Note will be made in such Specified Currency either by a
check drawn on a bank outside the United States or, at the option of the payee
and subject to applicable laws and regulations and the procedures of the
Paying Agent, by wire transfer of immediately available funds to an account
maintained by the payee with a bank located outside the United States.

               Reference is hereby made to the further provisions of this Note
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

               Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature,
neither this Note nor any coupons appertaining hereto shall be entitled to any
benefit under the Senior Indenture, as defined on the reverse hereof, or be
valid or obligatory for any purpose.


               IN WITNESS WHEREOF, the Issuer has caused this Note to be duly
executed under its corporate seal and coupons bearing the facsimile signature
of its ____________________ to be annexed hereto.


DATED:                           MORGAN STANLEY GROUP INC.


                                 By _____________________________
                                    Title:



                            TRUSTEE'S CERTIFICATE
                              OF AUTHENTICATION



               This is one of the Notes referred to in the within-mentioned
Senior Indenture.

                                 CHEMICAL BANK,
                                   as Trustee


                                 By _____________________________
                                    Authorized Officer



                              REVERSE OF SECURITY

               This Note is one of a duly authorized issue of Senior
Medium-Term Notes, Series [D/E], having maturities more than nine months from
the date of issue (the "Notes") of the Issuer.  The Notes are issuable under a
Senior Indenture, dated as of April 15, 1989, as supplemented by a First
Supplemental Indenture dated as of May 15, 1991 (as so supplemented, the
"Senior Indenture"), between the Issuer and Chemical Bank, as Trustee (the
"Trustee," which term includes any successor trustee under the Senior
Indenture), to which Senior Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities of the Issuer, the Trustee and holders of the
Notes and any coupons appertaining thereto and the terms upon which the Notes
are, and are to be, authenticated and delivered.  The Issuer has appointed
Chemical Bank, London Branch, as its principal paying agent for the Notes and
the coupons appertaining hereto (the "Principal Paying Agent," which term
includes any additional or successor Principal Paying Agent appointed by the
Issuer).  The terms of individual Notes may vary with respect to interest
rates, interest rate formulas, issue dates, maturity dates, or otherwise, all
as provided in the Senior Indenture.  To the extent not inconsistent herewith,
the terms of the Senior Indenture are hereby incorporated by reference herein.

               If this Note is denominated in pounds sterling, the Issuer
represents that it is not an authorized institution (for purposes of the
United Kingdom Banking Act 1987) and repayment of the principal of, and
payment of any interest or premium on, this Note has not been guaranteed, that
it has complied with its obligations under the listing rules of The
International Stock Exchange of the United Kingdom and the Republic of Ireland
Limited (the "Rules") and that, since the last publication in compliance with
the Rules of information about it, it, having made all reasonable inquiries,
has not become aware of any change in circumstances which could reasonably be
regarded as significantly and adversely affecting its ability to meet its
obligations in respect of the Notes as they fall due.

               This Note will not be subject to any sinking fund and, unless
otherwise provided on the face hereof in accordance with the provisions of the
following two paragraphs and except as set forth below, will not be redeemable
or subject to repayment at the option of the holder prior to maturity.

               If so indicated on the face of this Note, this Note may be
redeemed in whole or in part at the option of the Issuer on or after the
Initial Redemption Date specified on the face hereof on the terms set forth on
the face hereof, together with interest accrued and unpaid hereon to the date
of redemption (except as provided below).  If this Note is subject to "Annual
Redemption Percentage Reduction," the Initial Redemption Percentage indicated
on the face hereof will be reduced on each anniversary of the Initial
Redemption Date by the Annual Redemption Percentage Reduction specified on the
face hereof until the redemption price of this Note is 100% of the principal
amount hereof, together with interest accrued and unpaid hereon to the date of
redemption (except as provided below).  Notice of redemption shall be mailed
to the holders of the Notes designated for redemption who have filed their
names and addresses with the Principal Paying Agent, not less than 30 nor more
than 60 days prior to the date fixed for redemption, subject to all the
conditions and provisions of the Senior Indenture.  Notice of redemption to
all other holders of Notes shall be published in the manner set forth in
"Notices" as defined below, once in each of the three successive calendar
weeks, the first publication to be not less than 30 nor more than 60 days
prior to the date set for redemption.  In the event of redemption of this Note
in part only, a new Note or Notes for the amount of the unredeemed portion
hereof shall be issued upon the cancellation hereof.  If redeemed prior to
maturity, this Note must be presented for payment together with all unmatured
coupons, if any, appertaining hereto, failing which the amount of any missing
unmatured coupon will be deducted from the sum due for payment; provided,
however, that such deduction may be waived by the Issuer and the Principal
Paying Agent if there is furnished to each of them such security or indemnity
as they may require.

               The Company will not be required (i) to exchange any Bearer
Note to be redeemed for a period of fifteen calendar days preceding the first
publication of the relevant notice of redemption or (ii) to exchange any
Bearer Note selected for redemption or surrendered for optional repayment,
except that such Bearer Note may be exchanged for a Registered Note of like
tenor unless indicated otherwise on the face of this Note, provided that such
Registered Note shall be simultaneously surrendered for redemption or
repayment, as the case may be.

               If so indicated on the face of this Note, this Note will be
subject to repayment at the option of the holder on the Optional Repayment
Date or Dates specified on the face hereof on the terms set forth herein.  On
any Optional Repayment Date, this Note will be repayable in whole or in part
in increments of $1,000 or, if this Note is denominated in a Specified
Currency other than U.S. dollars, in increments of 1,000 units of such
Specified Currency (provided that any remaining principal amount hereof shall
not be less than the minimum authorized denomination hereof) at the option of
the holder hereof at a price equal to 100% of the principal amount to be
repaid, together with interest accrued and unpaid hereon to the date of
repayment (except as provided below).  For this Note to be repaid at the
option of the holder hereof, the Principal Paying Agent must receive at its
office in London, at least 15 but not more than 30 days prior to the date of
repayment, (i) this Note, together with all unmatured coupons appertaining
thereto, with the form entitled "Option to Elect Repayment" below duly
completed or (ii) a telegram, telex, facsimile transmission or a letter from a
member of a national securities exchange or the National Association of
Securities Dealers, Inc. or a commercial bank or a trust company in the United
States, Western Europe or Japan setting forth the name of the holder of this
Note, the principal amount hereof, the certificate number of this Note or a
description of this Note's tenor and terms, the principal amount hereof to be
repaid, a statement that the option to elect repayment is being exercised
thereby and a guarantee that this Note, together with the form entitled
"Option to Elect Repayment" duly completed together with any unmatured
coupons, will be received by the Principal Paying Agent not later than the
fifth Business Day after the date of such telegram, telex, facsimile
transmission or letter; provided, that such telegram, telex, facsimile
transmission or letter shall only be effective if this Note, together with all
unmatured coupons appertaining thereto, and form duly completed are received
by the Principal Paying Agent by such fifth Business Day.  Exercise of such
repayment option by the holder hereof shall be irrevocable.

               This Note will bear interest at the rate determined in
accordance with the applicable provisions below by reference to the Base Rate
shown on the face hereof based on the Index Maturity, if any, shown on the
face hereof (i) plus or minus the Spread, if any, or (ii) multiplied by the
Spread Multiplier, if any, specified on the face hereof.  Commencing with the
Initial Interest Reset Date specified on the face hereof, the rate at which
interest on this Note is payable shall be reset as of each Interest Reset Date
(as used herein, the term "Interest Reset Date" shall include the Initial
Interest Reset Date). The Interest Reset Dates will be the Interest Reset
Dates specified on the face hereof; provided, however, that the interest rate
in effect for the period from the Interest Accrual Date to the Initial
Interest Reset Date will be the Initial Interest Rate.  If any Interest Reset
Date would otherwise be a day that is not a Business Day, such Interest Reset
Date shall be postponed to the next succeeding day that is a Business Day,
except that if the Base Rate specified on the face hereof is LIBOR and such
Business Day is in the next succeeding calendar month, such Interest Reset
Date shall be the next preceding Business Day.

               The Interest Determination Date pertaining to an Interest Reset
Date for Notes bearing interest calculated by reference to the CD Rate,
Commercial Paper Rate, Federal Funds Rate, Prime Rate and CMT Rate will be the
second Business Day next preceding such Interest Reset Date.  The Interest
Determination Date pertaining to an Interest Reset Date for Notes bearing
interest calculated by reference to LIBOR shall be the second London Banking
Day preceding such Interest Reset Date.  As used herein, "London Banking Day"
means any day on which dealings in deposits in the Index Currency (as defined
herein) are transacted in the London interbank market.  The Interest
Determination Date pertaining to an Interest Reset Date for Notes bearing
interest calculated by reference to the Treasury Rate shall be the day of the
week in which such Interest Reset Date falls on which Treasury bills normally
would be auctioned; provided, however, that if as a result of a legal holiday
an auction is held on the Friday of the week preceding such Interest Reset
Date, the related Interest Determination Date shall be such preceding Friday;
and provided, further, that if an auction shall fall on any Interest Reset
Date, then the Interest Reset Date shall instead be the first Business Day
following the date of such auction.

               Unless otherwise specified on the face hereof, the "Calculation
Date" pertaining to an Interest Determination Date will be the earlier of (i)
the tenth calendar day after such Interest Determination Date or, if such day
is not a Business Day, the next succeeding Business Day, or (ii) the Business
Day preceding the applicable Interest Payment Date or Maturity Date (or, with
respect to any principal amount to be redeemed or repaid, any redemption or
repayment date), as the case may be.

               Determination of CD Rate.  If the Base Rate specified on the
face hereof is the CD Rate, the CD Rate with respect to this Note shall be
determined on each Interest Determination Date and shall be the rate on such
date for negotiable certificates of deposit having the Index Maturity
specified on the face hereof as published by the Board of Governors of the
Federal Reserve System in "Statistical Release H.15(519), Selected Interest
Rates," or any successor publication of the Board of Governors of the Federal
Reserve System ("H.15(519)"), under the heading "CDs (Secondary Market)," or,
if not so published by 9:00 A.M., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, the CD Rate will be the rate
on such Interest Determination Date for negotiable certificates of deposit of
the Index Maturity specified on the face hereof as published by the Federal
Reserve Bank of New York in its daily statistical release "Composite 3:30 P.M.
Quotations for U.S.  Government Securities" (the "Composite Quotations") under
the heading "Certificates of Deposit."  If such rate is not yet published in
either H.15(519) or the Composite Quotations by 3:00 P.M., New York City time,
on such Calculation Date, then the CD Rate on such Interest Determination Date
will be calculated by the Calculation Agent referred to on the face hereof and
will be the arithmetic mean of the secondary market offered rates as of 10:00
A.M., New York City time, on such Interest Determination Date for certificates
of deposit in the denomination of U.S. $5,000,000 with a remaining maturity
closest to the Index Maturity specified on the face hereof of three leading
nonbank dealers in negotiable U.S. dollar certificates of deposit in The City
of New York selected by the Calculation Agent for negotiable certificates of
deposit of major United States money center banks of the highest credit
standing in the market for negotiable certificates of deposit; provided,
however, that if the dealers selected as aforesaid by the Calculation Agent
are not quoting as set forth above, the "CD Rate" in effect for the applicable
period will be the same as the CD Rate for the immediately preceding Interest
Reset Period (or, if there was no such Interest Reset Period, the rate of
interest payable hereon shall be the Initial Interest Rate).

               Determination of Commercial Paper Rate.  If the Base Rate
specified on the face hereof is the Commercial Paper Rate, the Commercial
Paper Rate with respect to this Note shall be determined on each Interest
Determination Date and shall be the Money Market Yield (as defined herein) of
the rate on such date for commercial paper having the Index Maturity specified
on the face hereof, as such rate shall be published in H.15(519) under the
heading "Commercial Paper." In the event that such rate is not published by
9:00 A.M., New York City time, on the Calculation Date pertaining to such
Interest Determination Date, then the Commercial Paper Rate shall be the Money
Market Yield of the rate on such Interest Determination Date for commercial
paper of the Index Maturity specified on the face hereof as published in
Composite Quotations under the heading "Commercial Paper."  If by 3:00 P.M.,
New York City time, on such Calculation Date, such rate is not yet available
in either H.15(519) or Composite Quotations, then the Commercial Paper Rate
shall be the Money Market Yield of the arithmetic mean of the offered rates as
of 11:00 A.M., New York City time, on such Interest Determination Date of
three leading dealers in commercial paper in The City of New York selected by
the Calculation Agent for commercial paper of the Index Maturity specified on
the face hereof, placed for an industrial issuer whose bond rating is "AA," or
the equivalent, from a nationally recognized rating agency; provided, however,
that if the dealers selected as aforesaid by the Calculation Agent are not
quoting offered rates as mentioned in this sentence, the "Commercial Paper
Rate" in effect for the applicable period will be the same as the Commercial
Paper Rate for the immediately preceding Interest Reset Period (or, if there
was no such Interest Reset Period, the rate of interest payable hereon shall
be the Initial Interest Rate).

               "Money Market Yield" shall be the yield calculated in
accordance with the following formula:


          Money Market Yield =    D x 360
                                ---------------- x 100
                                360 - (D x M)

where "D" refers to the applicable per annum rate for commercial paper quoted
on a bank discount basis and expressed as a decimal and "M" refers to the
actual number of days in the Index Maturity specified on the face hereof.

               Determination of Federal Funds Rate.  If the Base Rate
specified on the face hereof is the Federal Funds Rate, the Federal Funds Rate
with respect to this Note shall be determined on each Interest Determination
Date and shall be the rate on such date for Federal Funds as published in
H.15(519) under the heading "Federal Funds (Effective)," or, if not so
published by 9:00 A.M., New York City time, on the Calculation Date pertaining
to such Interest Determination Date, the Federal Funds Rate will be the rate
on such Interest Determination Date as published in Composite Quotations under
the heading "Federal Funds/Effective Rate."  If such rate is not yet published
in either H.15(519) or the Composite Quotations by 3:00 P.M., New York City
time, on the Calculation Date pertaining to such Interest Determination Date,
the Federal Funds Rate for such Interest Determination Date will be calculated
by the Calculation Agent and will be the arithmetic mean of the rates for the
last transaction in overnight Federal funds as of 11:00 A.M., New York City
time, on such Interest Determination Date, arranged by three leading brokers
in Federal funds transactions in The City of New York selected by the
Calculation Agent; provided, however, that if the brokers selected as
aforesaid by the Calculation Agent are not quoting as set forth above, the
"Federal Funds Rate" in effect for the applicable period will be the same as
the Federal Funds Rate for the immediately preceding Interest Reset Period
(or, if there was no such Interest Reset Period, the rate of interest payable
hereon shall be the Initial Interest Rate).

               Determination of LIBOR.  If the Base Rate specified on the face
hereof is LIBOR, LIBOR with respect to this Note shall be determined on each
Interest Determination Date as follows:

               (i)   As of the Interest Determination Date, the Calculation
         Agent will determine (a) if "LIBOR Reuters" is specified as the
         Reporting Service on the face hereof, the arithmetic mean of the
         offered rates (unless the specified Designated LIBOR Page (as defined
         below) by its terms provides only for a single rate, in which case
         such single rate shall be used) for deposits in the London interbank
         market in the Index Currency for the period of the Index Maturity
         specified on the face hereof, commencing on the second London Banking
         Day immediately following such Interest Determination Date, which
         appear on the Designated LIBOR Page at approximately 11:00 A.M.,
         London time, on such Interest Determination Date, if at least two
         such offered rates appear (unless, as aforesaid, only a single rate
         is required) on such Designated LIBOR Page, or (b) if "LIBOR
         Telerate" is specified as the Reporting Service on the face hereof,
         the rate for deposits in the Index Currency for the period of the
         Index Maturity, commencing on such Interest Determination Date, that
         appears on the Designated LIBOR Page at approximately 11:00 A.M.,
         London time, on such Interest Determination Date.  If fewer than two
         offered rates appear (if "LIBOR Reuters" is specified as the
         Reporting Service on the face hereof and calculation of LIBOR is
         based on the arithmetic mean of the offered rates) or if no rate
         appears (if the Reporting Service on the face hereof specifies either
         (x) "LIBOR Reuters" and the Designated LIBOR Page by its terms
         provides only for a single rate or (y) "LIBOR Telerate"), LIBOR in
         respect of that Interest Determination Date will be determined as if
         the parties had specified the rate described in (ii) below.

               (ii)  With respect to an Interest Determination Date on which
         fewer than two offered rates appear (if "LIBOR Reuters" is specified
         as the Reporting Service on the face hereof and calculation of LIBOR
         is based on the arithmetic mean of the offered rates) or no rate
         appears (if the Reporting Service on the face hereof specifies either
         (x) "LIBOR Reuters" and the Designated LIBOR Page by its terms
         provides only for a single rate or (y) "LIBOR Telerate"), the
         Calculation Agent will request the principal London offices of each
         of four major reference banks in the London interbank market, as
         selected by the Calculation Agent (after consultation with the
         Issuer), to provide the Calculation Agent with its offered quotations
         for deposits in the Index Currency for the period of the Index
         Maturity specified on the face hereof, commencing on the second
         London Banking Day immediately following such Interest Determination
         Date, to prime banks in the London interbank market at approximately
         11:00 A.M., London time, on such Interest Determination Date and in a
         principal amount equal to an amount of not less than U.S.$1 million
         (or the equivalent in the Index Currency) that is representative of a
         single transaction in such Index Currency in such market at such
         time.  If at least two such quotations are provided, LIBOR will be
         the arithmetic mean of such quotations.  If fewer than two quotations
         are provided, LIBOR in respect of that Interest Determination Date
         will be the arithmetic mean of rates quoted at approximately 11:00
         A.M. (or such other time specified on the face hereof), in the
         applicable principal financial center for the country of the Index
         Currency on such Interest Determination Date, by three major banks in
         such principal financial center selected by the Calculation Agent
         (after consultation with the Issuer) on such Interest Determination
         Date for loans in the Index Currency to leading European banks, for
         the period of the Index Maturity specified on the face hereof
         commencing on the second London Banking Day immediately following such
         Interest Determination Date and in a principal amount of not less
         than U.S.$1 million (or the equivalent in the Index Currency) that is
         representative of a single transaction in such Index Currency in such
         market at such time; provided, however, that if the banks selected as
         aforesaid by the Calculation Agent are not quoting rates as mentioned
         in this sentence, "LIBOR" for such Interest Reset Period will be the
         same as LIBOR for the immediately preceding Interest Reset Period
         (or, if there was no such Interest Reset Period, the rate of interest
         payable on the LIBOR Notes for which LIBOR is being determined shall
         be the Initial Interest Rate).  "Index Currency" means the currency
         (including composite currencies) specified as Index Currency on the
         face hereof.  If no such currency is specified as Index Currency on
         the face hereof, the Index Currency shall be U.S. dollars.
         "Designated LIBOR Page" means either (a) if "LIBOR Reuters" is
         designated as the Reporting Service on the face hereof, the display
         on the Reuters Monitor Money Rates Service for the purpose of
         displaying the London interbank rates of major banks for the
         applicable Index Currency, or (b) if "LIBOR Telerate" is designated
         as the Reporting Service on the face hereof, the display on the Dow
         Jones Telerate Service for the purpose of displaying the London
         interbank rates of major banks for the applicable Index Currency.  If
         neither LIBOR Reuters nor LIBOR Telerate is specified as the
         Reporting Service on the face hereof, LIBOR for the applicable Index
         Currency will be determined as if LIBOR Telerate (and, if the U.S.
         dollar is the Index Currency, Page 3750) had been specified.

               Determination of Prime Rate.  If the Base Rate specified on the
face hereof is the Prime Rate, the Prime Rate with respect to this Note shall
be determined on each Interest Determination Date and shall be the rate set
forth in H.15(519) for such date opposite the caption "Bank Prime Loan."  If
such rate is not yet published by 9:00 A.M., New York City time, on the
Calculation Date pertaining to such Interest Determination Date, the Prime
Rate for such Interest Determination Date will be the arithmetic mean of the
rates of interest publicly announced by each bank named on the Reuters Screen
NYMF Page (as defined below) as such bank's prime rate or base lending rate as
in effect for such Interest Determination Date as quoted on the Reuters Screen
NYMF Page on such Interest Determination Date, or, if fewer than four such
rates appear on the Reuters Screen NYMF Page for such Interest Determination
Date, the rate shall be the arithmetic mean of the prime rates quoted on the
basis of the actual number of days in the year divided by 360 as of the close
of business on such Interest Determination Date by at least two of the three
major money center banks in The City of New York selected by the Calculation
Agent from which quotations are requested.  If fewer than two quotations are
provided, the Prime Rate shall be calculated by the Calculation Agent and
shall be determined as the arithmetic mean on the basis of the prime rates in
The City of New York by the appropriate number of substitute banks or trust
companies organized and doing business under the laws of the United States, or
any State thereof, in each case having total equity capital of at least U.S.
$500 million and being subject to supervision or examination by federal or
state authority, selected by the Calculation Agent to quote such rate or
rates.  "Reuters Screen NYMF Page" means the display designated as Page "NYMF"
on the Reuters Monitor Money Rates Service (or such other page as may replace
the NYMF Page on that service for the purpose of displaying prime rates or
base lending rates of major United States banks).

               If in any month or two consecutive months the Prime Rate is not
published in H.15(519) and the banks or trust companies selected as aforesaid
are not quoting as stated in the preceding paragraph, the "Prime Rate" for
such Interest Reset Period will be the same as the Prime Rate for the
immediately preceding Interest Reset Period (or, if there was no such Interest
Reset Period, the rate of interest payable hereon shall be the Initial
Interest Rate).  If this failure continues over three or more consecutive
months, the "Prime Rate" for each succeeding Interest Determination Date until
the maturity or redemption or repayment of this Note or, if earlier, until
this failure ceases, shall be LIBOR determined as if (i) the Base Rate
specified on the face hereof were LIBOR, (ii) the Reporting Service specified
on the face hereof were LIBOR Telerate and (iii) the Index Currency specified
on the face hereof were U.S. dollars and the Spread, if any, shall be the
number of basis points specified on the face hereof as the "Alternate Rate
Event Spread."

               Determination of Treasury Rate.  If the Base Rate specified on
the face hereof is the Treasury Rate, the Treasury Rate with respect to this
Note shall be determined on each Interest Determination Date and shall be the
rate for the auction held on such date of direct obligations of the United
States ("Treasury Bills") having the Index Maturity specified on the face
hereof, as published in H.15(519) under the heading "Treasury Bills--auction
average (investment)," or if not so published by 9:00 A.M., New York City
time, on the Calculation Date pertaining to such Interest Determination Date,
the auction average rate on such Interest Determination Date (expressed as a
bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) as otherwise announced by the United States
Department of the Treasury.  In the event that the results of the auction of
Treasury Bills having the Index Maturity specified on the face hereof are not
published or reported as provided above by 3:00 P.M., New York City time, on
such Calculation Date or if no such auction is held on such Interest
Determination Date, then the Treasury Rate shall be calculated by the
Calculation Agent and shall be a yield to maturity (expressed as a bond
equivalent, on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) calculated using the arithmetic mean of the
secondary market bid rates, as of approximately 3:30 P.M., New York City time,
on such Interest Determination Date, of three leading primary United States
government securities dealers selected by the Calculation Agent for the issue
of Treasury Bills with a remaining maturity closest to the Index Maturity
specified on the face hereof; provided, however, that if the dealers selected
as aforesaid by the Calculation Agent are not quoting bid rates as mentioned
in this sentence, the "Treasury Rate" for such Interest Reset Date will be the
same as the Treasury Rate for the immediately preceding Interest Reset Period
(or, if there was no such Interest Reset Period, the rate of interest payable
hereon shall be the Initial Interest Rate).

               Determination of CMT Rate.  If the Base Rate specified on the
face hereof is the CMT Rate, the CMT Rate with respect to this Note shall be
determined on each Interest Determination Date and shall be the rate displayed
for the Index Maturity specified on the face hereof on Telerate Page 7055 for
"Daily Treasury Constant Maturities and Money Markets/Federal Reserve Board
Release H.15 Monday's Approx. 3:45 P.M. EDT," for such Interest Determination
Date (or such other page as may replace that page on such service for the
purpose of displaying rates or prices comparable to the CMT Rate, as
determined by the Calculation Agent).  If such rate is not available by 3:00
P.M., New York City time, on the Calculation Date pertaining to such Interest
Determination Date, then the CMT Rate for such Interest Determination Date
shall be the bond equivalent yield to maturity of the arithmetic mean (as
calculated by the Calculation Agent) of the secondary market bid rates, as of
3:00 P.M., New York City time, on such Interest Determination Date, reported
by three leading primary United States government securities dealers in The
City of New York selected by the Calculation Agent (after consultation with
the Issuer), for the most recently issued direct noncallable fixed rate
Treasury Bills with an original maturity approximately equal to the Index
Maturity specified on the face hereof; provided, however, that if the dealers
selected as aforesaid by the Calculation Agent are not quoting bid rates as
mentioned in this sentence, the "CMT Rate" in effect for the applicable period
will be the same as the CMT Rate for the immediately preceding Interest Reset
Period (or, if there was no such Interest Reset Period, the rate of interest
payable hereon shall be the Initial Interest Rate).

               Notwithstanding the foregoing, the interest rate hereon shall
not be greater than the Maximum Interest Rate, if any, or less than the
Minimum Interest Rate, if any, specified on the face hereof.  The Calculation
Agent shall calculate the interest rate hereon in accordance with the
foregoing on or before each Calculation Date.  The interest rate on this Note
will in no event be higher than the maximum rate permitted by New York law, as
the same may be modified by United States Federal law of general application.

               At the request of the holder hereof, the Calculation Agent will
provide to the holder hereof the interest rate hereon then in effect and, if
determined, the interest rate that will become effective as of the next
Interest Reset Date.

               Interest payments on this Note will include interest accrued to
but excluding the Interest Payment Dates or the Maturity Date (or any earlier
redemption or repayment date), as the case may be.  Accrued interest hereon
shall be an amount calculated by multiplying the principal amount by an
accrued interest factor.  Such accrued interest factor shall be computed by
adding the interest factor calculated for each day in the period for which
interest is being paid.  The interest factor for each such date shall be
computed by dividing the interest rate applicable to such day by 360 if the
Base Rate is CD Rate, Commercial Paper Rate, Federal Funds Rate, Prime Rate or
LIBOR, as specified on the face hereof, or by the actual number of days in the
year if the Base Rate is the Treasury Rate or the CMT Rate, as specified on
the face hereof.  All percentages resulting from any calculation of the rate
of interest on this Note will be rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point (.0000001), with five one-millionths
of a percentage point rounded upward, and all dollar amounts used in or
resulting from such calculation on this Note will be rounded to the nearest
cent (with one-half cent rounded upward).  The interest rate in effect on any
Interest Reset Date will be the applicable rate as reset on such date.  The
interest rate applicable to any other day is the interest rate from the
immediately preceding Interest Reset Date (or, if none, the Initial Interest
Rate).

               This Note and the coupons appertaining hereto and all the
obligations of the Issuer hereunder are direct, unsecured obligations of the
Issuer and rank without preference or priority among themselves and pari passu
with all other existing and future unsecured and unsubordinated indebtedness
of the Issuer, subject to certain statutory exceptions in the event of
liquidation upon insolvency.

               This Note is issued in definitive bearer form with coupons
attached (a "Definitive Bearer Note") and, unless otherwise indicated on the
face hereof, is issuable only in the minimum denominations set forth on the
face hereof or any amount in excess thereof which is an integral multiple of
1,000 units of the Specified Currency set forth on the face hereof.  Notes
also are issuable in global bearer form without coupons (the "Global Bearer
Notes" and, together with the Definitive Bearer Notes, the "Bearer Notes") or
in definitive registered form (the "Registered Notes"), in each case, unless
otherwise indicated on the face thereof, only in the minimum denominations set
forth on the face thereof or any amount in excess thereof which is an integral
multiple of 1,000 units of the Specified Currency set forth on the face
thereof.

               This Note and the coupons appertaining hereto may be
transferred by delivery.  At the option of the holder of this Note, and
subject to the terms of the Senior Indenture, this Note (with all unmatured
coupons, and all matured coupons, if any, in default appertaining hereto) will
be exchanged for two or more Definitive Bearer Notes (if this Note is issuable
in more than one authorized denomination) or for a Registered Note, in each
case, of any authorized denomination of like tenor and in an equal aggregate
principal amount, in accordance with the provisions of the Senior Indenture,
at the office of the Trustee in The City of New York (which initially has been
appointed registrar and transfer agent for the Notes) or at the office of the
Principal Paying Agent in London (which initially has been appointed transfer
agent for the Notes), or at the office of any transfer agent designated by the
Issuer for such purpose.  If this Note is surrendered in exchange for a
Registered Note after the close of business at any such office on any record
date (whether or not a Business Day) for the payment of interest on such
Registered Note and before the opening of business at such office on the
relevant Interest Payment Date, this Note shall be surrendered without the
coupon relating to such Interest Payment Date.  All such exchanges of Notes
and coupons will be free of service charge, but the Issuer may require payment
of a sum sufficient to cover any tax or other governmental charge payable in
connection therewith.  None of the Issuer, the Trustee or any agent of the
Issuer or the Trustee shall be required to exchange this Note for a Registered
Note if such exchange would result in adverse United States Federal income tax
consequences to the Issuer under then applicable United States federal income
tax laws.

               The date of any Registered Note delivered upon any exchange of
this Note shall be such that no gain or loss of interest results from such
exchange.

               In case any Note or any coupons appertaining thereto shall at
any time become mutilated, defaced or be destroyed, lost or stolen and such
Note or coupon or evidence of the loss, theft or destruction thereof (together
with the indemnity hereinafter referred to and such other documents or proof
as may be required in the premises) shall be delivered to the Trustee, a new
Note of like tenor will be issued by the Issuer in exchange for the Note so
mutilated or defaced, or in lieu of the Note so destroyed or lost or stolen,
with coupons corresponding to the coupons appertaining to the Note so
mutilated, defaced, destroyed, lost or stolen, or in exchange for the Note to
which such mutilated, defaced, destroyed, lost or stolen coupon appertained,
with coupons appertaining thereto corresponding to the coupons so mutilated,
defaced, destroyed, lost or stolen, but, in the case of any destroyed or lost
or stolen Note or coupon, only upon receipt of evidence satisfactory to the
Trustee and the Issuer that such Note or coupon was destroyed or lost or
stolen and, if required, upon receipt also of indemnity satisfactory to each
of them.  All expenses and reasonable charges associated with procuring such
indemnity and with the preparation, authentication and delivery of a new Note
and coupons shall be borne by the owner of the Note or the coupons mutilated,
defaced, destroyed, lost or stolen.

               The Senior Indenture provides that, (a) if an Event of Default
(as defined in the Senior Indenture) due to the default in payment of
principal of, premium, if any, or interest on, any series of debt securities
issued under the Senior Indenture, including the series of Senior Medium-Term
Notes of which this Note forms a part, or due to the default in the
performance or breach of any other covenant or warranty of the Issuer
applicable to the debt securities of such series but not applicable to all
outstanding debt securities issued under the Senior Indenture shall have
occurred and be continuing, either the Trustee or the holders of not less than
25% in principal amount of the debt securities of each affected series (voting
as a single class) may then declare the principal of all debt securities of
all such series and interest accrued thereon to be due and payable immediately
and (b) if an Event of Default due to a default in the performance of any
other of the covenants or agreements in the Senior Indenture applicable to all
outstanding debt securities issued thereunder, including this Note, or due to
certain events of bankruptcy, insolvency and reorganization of the Issuer,
shall have occurred and be continuing, either the Trustee or the holders of
not less than 25% in principal amount of all debt securities issued under the
Senior Indenture then outstanding (treated as one class) may declare the
principal of all such debt securities and interest accrued thereon to be due
and payable immediately, but upon certain conditions such declarations may be
annulled and past defaults may be waived (except a continuing default in
payment of principal (or premium, if any) or interest on such debt securities)
by the holders of a majority in principal amount of the debt securities of all
affected series then outstanding.

               This Note may be redeemed, as a whole, at the option of the
Issuer at any time prior to maturity, upon the giving of a notice of
redemption as described below, at a redemption price equal to 100% of the
principal amount hereof, together with accrued interest to the date fixed for
redemption, if the Issuer determines that, as a result of any change in or
amendment to the laws (or any regulations or rulings promulgated thereunder)
of the United States or of any political subdivision or taxing authority
thereof or therein affecting taxation, or any change in official position
regarding the application or interpretation of such laws, regulations or
rulings, which change or amendment becomes effective on or after the Original
Issue Date hereof, the Issuer has or will become obligated to pay Additional
Amounts (as defined below) with respect to this Note as described below.
Prior to the giving of any Notice of redemption pursuant to this paragraph,
the Issuer shall deliver to the Trustee (i) a certificate stating that the
Issuer is entitled to effect such redemption and setting forth a statement of
facts showing that the conditions precedent to the right of the Issuer to so
redeem have occurred, and (ii) an opinion of independent counsel satisfactory
to the Trustee to such effect based on such statement of facts; provided that
no such notice of redemption shall be given earlier than 60 days prior to the
earliest date on which the Issuer would be obligated to pay such Additional
Amounts if a payment in respect of this Note were then due.

               Notice of redemption will be given not less than 30 nor more
than 60 days prior to the date fixed for redemption, which date and the
applicable redemption price will be specified in the Notice.

               If the Issuer shall determine that any payment made outside the
United States by the Issuer or any Paying Agent of principal, premium or
interest due in respect of this Note or any coupons appertaining thereto
would, under any present or future laws or regulations of the United States,
be subject to any certification, identification or other information reporting
requirement of any kind, the effect of which is the disclosure to the Issuer,
any Paying Agent or any governmental authority of the nationality, residence
or identity of a beneficial owner of this Note or any coupons appertaining
thereto who is a United States Alien (as defined below) (other than such a
requirement (a) that would not be applicable to a payment made by the Issuer
or any Paying Agent (i) directly to the beneficial owner or (ii) to a
custodian, nominee or other agent of the beneficial owner, or (b) that can be
satisfied by such custodian, nominee or other agent certifying to the effect
that such beneficial owner is a United States Alien; provided that in each
case referred to in clauses (a)(ii) and (b) payment by such custodian, nominee
or agent to such beneficial owner is not otherwise subject to any such
requirement), the Issuer shall redeem this Note, as a whole, at a redemption
price equal to 100% of the principal amount thereof, together with accrued
interest to the date fixed for redemption, or, at the election of the Issuer
if the conditions of the next succeeding paragraph are satisfied, pay the
additional amounts specified in such paragraph.  The Issuer shall make such
determination and election as soon as practicable, shall promptly notify the
Trustee thereof and shall publish prompt notice thereof (the "Determination
Notice") stating the effective date of such certification, identification or
other information reporting requirements, whether the Issuer will redeem this
Note or has elected to pay the additional amounts specified in the next
succeeding paragraph, and (if applicable) the last date by which the
redemption of this Note must take place, as provided in the next succeeding
sentence.  If the Issuer redeems this Note, such redemption shall take place
on such date, not later than one year after the publication of the
Determination Notice, as the Issuer shall elect by notice to the Trustee at
least 60 days prior to the date fixed for redemption.  Notice of such
redemption of this Note will be given to the holder of this Note not more than
60 nor less than 30 days prior to the date fixed for redemption.  Such
redemption notice shall include a statement as to the last date by which this
Note to be redeemed may be exchanged for Registered Notes.  Notwithstanding
the foregoing, the Issuer shall not so redeem this Note if the Issuer shall
subsequently determine, not less than 30 days prior to the date fixed for
redemption, that subsequent payments would not be subject to any such
requirement, in which case the Issuer shall publish prompt notice of such
determination and any earlier redemption notice shall be revoked and of no
further effect.  The right of the holder of this Note to exchange this Note
for Registered Notes will terminate at the close of business of the Principal
Paying Agent on the fifteenth day prior to the date fixed for redemption, and
no further exchanges of this Note for Registered Notes shall be permitted.

               If and so long as the certification, identification or other
information reporting requirements referred to in the preceding paragraph
would be fully satisfied by payment of a backup withholding tax or similar
charge, the Issuer may elect by notice to the Trustee to pay as additional
amounts such amounts as may be necessary so that every net payment made
outside the United States following the effective date of such requirements
by the Issuer or any Paying Agent of principal, premium or interest due in
respect of this Note or any coupons appertaining thereto of which the
beneficial owner is a United States Alien (but without any requirement that
the nationality, residence or identity of such beneficial owner be
disclosed to the Issuer, any Paying Agent or any governmental authority,
with respect to the payment of such additional amounts), after deduction or
withholding for or on account of such backup withholding tax or similar
charge (other than a backup withholding tax or similar charge that (i)
would not be applicable in the circumstances referred to in the second
parenthetical clause of the first sentence of the preceding paragraph, or
(ii) is imposed as a result of presentation of this Note or any coupons
appertaining hereto for payment more than 15 days after the date on which
such payment becomes due and payable or on which payment thereof is duly
provided for, whichever occurs later), will not be less than the amount
provided for in this Note or any coupons appertaining hereto to be then due
and payable.  In the event the Issuer elects to pay any additional amounts
pursuant to this paragraph, the Issuer shall have the right to redeem this
Note as a whole at any time pursuant to the applicable provisions of the
immediately preceding paragraph and the redemption price of this Note will
not be reduced for applicable withholding taxes.  If the Issuer elects to
pay additional amounts pursuant to this paragraph and the condition
specified in the first sentence of this paragraph should no longer be
satisfied, then the Issuer will redeem this Note as a whole, pursuant to
the applicable provisions of the immediately preceding paragraph.

               The Issuer will, subject to certain exceptions and limitations
set forth below, pay such additional amounts (the "Additional Amounts") to the
holder of this Note or any coupons appertaining hereto who is a United States
Alien as may be necessary in order that every net payment of the principal of
and interest on this Note and any other amounts payable on this Note, after
withholding for or on account of any present or future tax, assessment or
governmental charge imposed upon or as a result of such payment by the United
States (or any political subdivision or taxing authority thereof or therein),
will not be less than the amount provided for in this Note or in any such
coupon appertaining hereto to be then due and payable.  The Issuer will not,
however, be required to make any payment of Additional Amounts to any such
holder for or on account of:

               (a)  any such tax, assessment or other governmental charge that
         would not have been so imposed but for (i) the existence of any
         present or former connection between such holder (or between a
         fiduciary, settlor, beneficiary, member or shareholder of such
         holder, if such holder is an estate, a trust, a partnership or a
         corporation) and the United States, including, without limitation,
         such holder (or such fiduciary, settlor, beneficiary, member or
         shareholder) being or having been a citizen or resident thereof or
         being or having been engaged in a trade or business or present
         therein or having, or having had, a permanent establishment therein
         or (ii) the presentation by the holder of this Note or any coupons
         appertaining hereto for payment on a date more than 15 days after the
         date on which such payment became due and payable or the date on
         which payment thereof is duly provided for, whichever occurs later;

               (b)  any estate, inheritance, gift, sales, transfer or personal
         property tax or any similar tax, assessment or governmental charge;

               (c)  any tax, assessment or other governmental charge imposed
         by reason of such holder's past or present status as a personal
         holding company or foreign personal holding company or controlled
         foreign corporation or passive foreign investment company with
         respect to the United States or as a corporation which accumulates
         earnings to avoid United States federal income tax or as a private
         foundation or other tax-exempt organization;

               (d)  any tax, assessment or other governmental charge that is
         payable otherwise than by withholding from payments on or in respect
         of this Note or any coupons appertaining hereto;

               (e)  any tax, assessment or other governmental charge required
         to be withheld by any Paying Agent from any payment of principal of,
         or interest on, this Note, if such payment can be made without such
         withholding by any other Paying Agent in a city in Western Europe;

               (f)  any tax, assessment or other governmental charge that
         would not have been imposed but for the failure to comply with
         certification, information or other reporting requirements concerning
         the nationality, residence or identity of the holder or beneficial
         owner of this Note or any coupons appertaining hereto, if such
         compliance is required by statute or by regulation of the United
         States or of any political subdivision or taxing authority thereof or
         therein as a precondition to relief or exemption from such tax,
         assessment or other governmental charge;

               (g)  any tax, assessment or other governmental charge imposed
         by reason of such holder's past or present status as the actual or
         constructive owner of 10% or more of the total combined voting power
         of all classes of stock entitled to vote of the Issuer or as a direct
         or indirect subsidiary of the Issuer; or

               (h)  any combination of items (a), (b), (c), (d), (e), (f) or
         (g);

nor shall Additional Amounts be paid with respect to any payment on this Note
or any coupons appertaining thereto to a United States Alien who is a
fiduciary or partnership or other than the sole beneficial owner of such
payment to the extent such payment would be required by the laws of the United
States (or any political subdivision thereof) to be included in the income,
for tax purposes, of a beneficiary or settlor with respect to such fiduciary
or a member of such partnership or a beneficial owner who would not have been
entitled to the Additional Amounts had such beneficiary, settlor, member or
beneficial owner been the holder of this Note or any coupons appertaining
hereto.

               The Senior Indenture permits the Issuer and the Trustee, with
the consent of the holders of not less than a majority in aggregate principal
amount of the debt securities of all series issued under the Senior Indenture
then outstanding and affected (voting as one class), to execute supplemental
indentures adding any provisions to or changing in any manner the rights of
the holders of debt securities of each series or of the coupons appertaining
thereto so affected; provided that the Issuer and the Trustee may not, without
the consent of the holder of each outstanding debt security affected thereby,
(a) extend the final maturity of any such debt security, or reduce the
principal amount thereof, or reduce the rate or extend the time of payment of
interest thereon, or reduce any amount payable on redemption or repayment
thereof, or change the currency of payment thereof, or impair or affect the
rights of any holder to institute suit for the payment thereof without the
consent of the holder of each debt security so affected; or (b) reduce the
aforesaid percentage in principal amount of debt securities the consent of the
holders of which is required for any such supplemental indenture, without the
consent of the holders of each debt security so affected.

               Except as set forth below, if the principal of, premium, if
any, or interest on, this Note is payable in a Specified Currency other than
U.S. dollars and such Specified Currency is not available to the Issuer for
making payments hereon due to the imposition of exchange controls or other
circumstances beyond the control of the Issuer or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions within the international banking
community, then the Issuer will be entitled to satisfy its obligations to the
holder of this Note or any coupons appertaining hereto by making such payments
in U.S. dollars on the basis of the Market Exchange Rate (as defined below) on
the date of such payment or, if the Market Exchange Rate is not available on
such date, as of the most recent practicable date.  Any payment made under such
circumstances in U.S. dollars where the required payment is in a Specified
Currency other than U.S. dollars will not constitute an Event of Default.

               If the principal of, premium, if any, or interest on, this Note
is payable in ECUs, then with respect to each due date for any such payment on
or after the first business day in London on which the ECU is used neither as
the unit of account of the European Community ("EC") nor as the currency of
the European Union, the Issuer shall choose a substitute currency (the "Chosen
Currency") which may be any currency which was, on the last day on which the
ECU was used as the unit of account of the EC, a component currency of the ECU
basket or U.S. dollars, in which all such payments due on or after that date
with respect to this Note shall be made.  Notice of the Chosen Currency so
selected shall, where practicable, be published in the manner described in
"Notices" below.   The amount of each payment in such Chosen Currency shall be
computed on the basis of the equivalent of the ECU in that currency,
determined as described below, as of the fourth business day in London prior
to the date on which such payment is due.

               If the principal of, premium, if any, or interest on, this Note
is payable in ECUs, then on the first business day in London on which the ECU
is used neither as the unit of account of the EC nor as the currency of the
European Union, the Issuer shall choose a Chosen Currency in which all such
payments with respect to this Note having a due date prior thereto but not yet
presented for payment are to be made.   The amount of each payment in such
Chosen Currency shall be computed on the basis of the equivalent of the ECU in
that currency, determined as described below, as of such first business day.

               The equivalent of the ECU in the relevant Chosen Currency as of
any date (the "Day of Valuation") shall be determined on the following basis
by, or on behalf of, an Exchange Rate Agent appointed by the Issuer.  The
amounts and components composing the ECU for this purpose (the "Components")
shall be the amounts and components composing the ECU as of the last date on
which the ECU was used as the unit of account of the EC.  The equivalent of
the ECU in the Chosen Currency shall be calculated by, first, aggregating the
U.S. dollar equivalents of the Components; and then, in the case of a Chosen
Currency other than U.S. dollars, using the rate used for determining the U.S.
dollar equivalent of the Components in the Chosen Currency as set forth below,
calculating the equivalent in the Chosen Currency of such aggregate amount in
U.S. dollars.

               The U.S. dollar equivalent of each of the Components shall
be determined by, or on behalf of, the Exchange Rate Agent on the basis of
the middle spot delivery quotations prevailing at 2:30 p.m., London time,
on the Day of Valuation, as obtained by, or on behalf of, the Exchange Rate
Agent from one or more major banks, as selected by the Issuer, in the
country of issue of the component currency in question.

               If for any reason no direct quotations are available for a
Component as of a Day of Valuation from any of the banks selected for this
purpose, in computing the U.S. dollar equivalent of such Component, the
Exchange Rate Agent shall (except as provided below) use the most recent
direct quotations for such Component obtained by it or on its behalf;
provided that such quotations were prevailing in the country of issue not
more than two Business Days before such Day of Valuation.  If such most
recent quotations were so prevailing more than two Business Days in the
country of issue before such Day of Valuation, the Exchange Rate Agent
shall determine the U.S. dollar equivalent of such Component on the basis
of cross rates derived from the middle spot delivery quotations for such
component currency and for the U.S. dollar prevailing at 2:30 p.m., London
time, on such Day of Valuation, as obtained by, or on behalf of, the
Exchange Rate Agent from one or more major banks, as selected by the
Issuer, in a country other than the country of issue of such component
currency.  Notwithstanding the foregoing, the Exchange Rate Agent shall
determine the U.S. dollar equivalent of such Component on the basis of such
cross rates if the Issuer or such agent judges that the equivalent so
calculated is more representative than the U.S. dollar equivalent
calculated as provided in the first sentence of this paragraph.  Unless
otherwise specified by the Issuer, if there is more than one market for
dealing in any component currency by reason of foreign exchange regulations
or for any other reason, the market to be referred to in respect of such
currency shall be that upon which a non-resident issuer of notes
denominated in such currency would purchase such currency in order to make
payments in respect of such securities.

               Payments in the Chosen Currency will be made at the specified
office of a paying agent in the country of the Chosen Currency, or, if none,
or at the option of the holder, at the specified office of any Paying Agent
either by a check drawn on, or by transfer to an account maintained by the
holder with, a bank in the principal financial center of the country of the
Chosen Currency.

               All determinations referred to above made by, or on behalf of,
the Issuer or by, or on behalf of, the Exchange Rate Agent shall be at its
sole discretion and shall, in the absence of manifest error, be conclusive for
all purposes and binding on holders of this Note.

               So long as this Note or any coupons appertaining hereto shall
be outstanding, the Issuer will cause to be maintained an office or agency for
the payment of the principal of and premium, if any, and interest on this Note
and the coupons appertaining hereto as herein provided.  The Paying Agents
initially designated by the Issuer are listed on the reverse of each coupon
appertaining thereto.  If this Note is listed on The International Stock
Exchange of the United Kingdom and the Republic of Ireland Limited and such
Exchange so requires, the Issuer shall maintain a Paying Agent in London.  The
Issuer may designate other agencies for the payment of said principal, premium
and interest at such place or places outside the United States (subject to
applicable laws and regulations) as the Issuer may decide.  So long as there
shall be such an agency, the Issuer shall keep the Trustee advised of the
names and locations of such agencies, if any are so designated.

               With respect to moneys paid by the Issuer and held by the
Trustee or any Paying Agent for payment of the principal of or interest or
premium, if any, on any Notes or coupons appertaining thereto that remain
unclaimed at the end of two years after such principal, interest or premium
shall have become due and payable (whether at maturity or upon call for
redemption or otherwise), (i) the Trustee or such Paying Agent shall notify
the holders of such Notes and coupons that such moneys shall be repaid to the
Issuer and any person claiming such moneys shall thereafter look only to the
Issuer for payment thereof and (ii) such moneys shall be so repaid to the
Issuer.  Upon such repayment all liability of the Trustee or such Paying Agent
with respect to such moneys shall thereupon cease, without, however, limiting
in any way any obligation that the Issuer may have to pay the principal of or
interest or premium, if any, on this Note as the same shall become due.

               No provision of this Note or any coupons appertaining hereto or
of the Senior Indenture shall alter or impair the obligation of the Issuer,
which is absolute and unconditional, to pay the principal of, premium, if any,
and interest on this Note at the time, place, and rate, and in the coin or
currency, herein prescribed unless otherwise agreed between the Issuer and the
holder of this Note or any coupons appertaining hereto.

               The Issuer, the Trustee and any agent of the Issuer or the
Trustee may treat the holder of this Note or any coupons appertaining hereto
as the absolute owner thereof for all purposes, whether or not this Note or
such coupon be overdue, and none of the Issuer, the Trustee or any such agent
shall be affected by notice to the contrary.

               No recourse shall be had for the payment of the principal of,
premium, if any, or the interest on this Note for any claim based hereon or on
any coupon appertaining hereto, or otherwise in respect hereof, or based on or
in respect of the Senior Indenture or any indenture supplemental thereto,
against any incorporator, shareholder, officer or director, as such, past,
present or future, of the Issuer or of any successor corporation, either
directly or through the Issuer or any successor corporation, whether by virtue
of any constitution, statute or rule of law or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the
acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released.

               This Note and the coupons appertaining hereto shall for all
purposes be governed by, and construed in accordance with, the laws of the
State of New York.

               As used herein:

               (a)  the term "Business Day" means any day, other than a
Saturday or Sunday, that is neither a legal holiday nor a day on which banking
institutions are authorized or required by law or regulation to close in The
City of New York or in the City of London and (i) if this Note bears interest
calculated by reference to LIBOR, that is also a London Banking Day, (ii) if
this Note is denominated in a Specified Currency other than U.S. dollars,
Australian dollars or ECUs, in the principal financial center of the country
of the Specified Currency, (iii) if this Note is denominated in Australian
dollars, in Sydney and (iv) if this Note is denominated in ECUs, that is not a
non-ECU clearing day, as determined by the ECU Banking Association in Paris.

               (b)  the term "Market Exchange Rate" means the noon U.S. dollar
buying rate in The City of New York for wire transfers of the Specified
Currency indicated on the face hereof as certified for customs purposes by the
Federal Reserve Bank of New York;

               (c)  the term "Notices" refers to notices to the holders of the
Notes and any coupons appertaining thereto to be given by publication in an
authorized newspaper in the English language and of general circulation in the
Borough of Manhattan, The City of New York, and London or, if publication in
London is not practical, in an English language newspaper with general
circulation in Western Europe.  Such publication is expected to be made in the
Wall Street Journal and the Financial Times.  Such Notices will be deemed to
have been given on the date of such publication, or if published in such
newspapers on different dates, on the date of the first such publication;

               (d)  the term "United States" means the United States of
America (including the States and the District of Columbia), its territories,
its possessions and other areas subject to its jurisdiction; and

               (e)  the term "United States Alien" means any person who, for
United States federal income tax purposes, is a foreign corporation, a
non-resident alien individual, a non-resident alien fiduciary of a foreign
estate or trust, or a foreign partnership, one or more of the members of which
is a foreign corporation, a non-resident alien individual or a non-resident
alien fiduciary of a foreign estate or trust.

               All other terms used in this Note or the coupons appertaining
hereto which are defined in the Senior Indenture and not otherwise defined
herein shall have the meanings assigned to them in the Senior Indenture.



                          OPTION TO ELECT REPAYMENT



               The undersigned hereby irrevocably requests and instructs the
Issuer to repay the within Note (or portion thereof specified below) pursuant
to its terms at a price equal to the principal amount thereof, together with
interest to the Optional Repayment Date, to the undersigned at

_____________________________________________________________________________

_____________________________________________________________________________

_____________________________________________________________________________
                          (Please print or typewrite
                     name and address of the undersigned)



               If less than the entire principal amount of the within Note is
to be repaid, specify the portion thereof which the holder elects to have
repaid:  __________________; and specify the denomination or denominations
(which shall not be less than the minimum authorized denomination) of the
Notes to be issued to the holder for the portion of the within Note not being
repaid (in the absence of any such specification, one such Note will be issued
for the portion not being repaid): ____________________________.


Dated:______________________      ___________________________

EX-4.Z

                                                                 EXHIBIT 4-z


                          [FORM OF FACE OF SECURITY]

      Temporary Global Senior ECU Puttable Floating Rate Note Due _________

BEARER                                                                  BEARER
No. TGFL ___

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE UNITED STATES INTERNAL REVENUE
CODE.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR AN INTEREST IN A
PERMANENT GLOBAL BEARER NOTE, THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT
AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF
THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.

IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "ORIGINAL YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE APPROXIMATE METHOD) SET FORTH
BELOW HAVE BEEN COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL
INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.

THIS NOTE HAS NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES AND
EXCHANGE LAW OF JAPAN.  THIS NOTE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF JAPAN
(WHICH TERM AS USED HEREIN MEANS ANY PERSON RESIDENT IN JAPAN INCLUDING ANY
CORPORATION OR OTHER ENTITY ORGANIZED UNDER THE LAWS OF JAPAN) OR TO OTHERS FOR
THE RE-OFFERING OR RE-SALE, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO A RESIDENT
OF JAPAN EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF, AND OTHERWISE IN COMPLIANCE WITH, THE SECURITIES AND EXCHANGE LAW OF JAPAN
AND OTHER RELEVANT LAWS AND REGULATIONS OF JAPAN.


                           MORGAN STANLEY GROUP INC.
                 SENIOR GLOBAL MEDIUM-TERM NOTE, SERIES [D/E]
                   (Senior ECU Puttable Floating Rate Notes)

ORIGINAL ISSUE         INTEREST ACCRUAL DATE:         INITIAL INTEREST PAYMENT
DATE:                                                 DATE:

                       INITIAL INTEREST RATE:         INTEREST PAYMENT PERIOD:
MATURITY DATE:
                       INITIAL INTEREST RESET         INTEREST RESET PERIOD:
                       DATE:

INDEX MATURITY:        MAXIMUM INTEREST RATE:
                                                      CALCULATION AGENT:
SPREAD (PLUS OR        MINIMUM INTEREST RATE:
MINUS):
                       INITIAL REDEMPTION DATE:
                                                      TOTAL AMOUNT OF OID:
                       INITIAL REDEMPTION
                       PERCENTAGE:                    ORIGINAL YIELD TO
SPREAD MULTIPLIER:                                    MATURITY:
                       ANNUAL REDEMPTION
EUROCLEAR NO.:         PERCENTAGE REDUCTION:          INITIAL ACCRUAL
                                                      PERIOD OID:
                       REPAYMENT OPTION:
                       [YES/NO]

CEDEL NO.:             OPTIONAL REPAYMENT
                       PERCENTAGE:                    MINIMUM DENOMINATIONS:

COMMON CODE:                                          OTHER PROVISIONS:

ISIN:


            Morgan Stanley Group Inc., a Delaware corporation (together with
its successors and assigns, the "Issuer"), for value received, hereby promises
to pay to bearer, upon surrender hereof, the principal amount specified in
Schedule A hereto, on the Maturity Date specified above (except to the extent
previously redeemed or repaid) and to pay interest thereon, from the Interest
Accrual Date specified above at a rate per annum equal to the Initial Interest
Rate specified above until the Initial Interest Reset Date specified above,
and thereafter at a rate per annum determined in accordance with the provisions
specified in the Permanent Global Bearer Note (as defined below) until such
principal amount is paid or duly made available for payment.  The Issuer will
pay interest in arrears on each date (an "Interest Payment Date") which falls
one month, three months, six months or one year as specified above as the
Interest Payment Period, after the preceding Interest Payment Date, or the
Interest Accrual Date in the case of the Initial Interest Payment Date
specified above, and on the Maturity Date specified above (or on any
redemption or repayment date); provided, however, that if an Interest Payment
Date or the Maturity Date (as specified above) or redemption or repayment date
would fall on a day that is not a Business Day, as defined below, such
Interest Payment Date, Maturity Date or redemption or repayment date shall be
the following day that is a Business Day, except that if such next Business
Day falls in the next calendar month, (i) the Interest Payment Date, Maturity
Date or redemption or repayment date shall be the immediately preceding day
that is a Business Day and (ii) each subsequent Interest Payment Date shall be
the last day that is a Business Day in the last month of the Interest Payment
Period commencing on the immediately preceding Interest Payment Date.

            Interest on this Note will accrue from the most recent Interest
Payment Date to which interest has been paid or duly provided for, or, if
no interest has been paid or duly provided for, from the Interest Accrual
Date, until the principal amount hereof has been paid or duly made
available for payment.  Upon any payment of interest on this Note, the
Principal Paying Agent (as defined below) shall cause Schedule A of this
Note to be endorsed to reflect such payment.  No payment on this Note will
be made at any office or agency of the Issuer in the United States or by
check mailed to an address in the United States (as defined below) or by
wire transfer to an account maintained by the holder of this Note with a
bank in the United States except as may be permitted under United States
federal tax laws and regulations then in effect without adverse tax
consequences to the Issuer.  Notwithstanding the foregoing, in the event
that payment in U.S. dollars of the full amount payable on this Note at the
offices of all Paying Agents (as defined below) would be illegal or
effectively precluded as a result of exchange controls or similar
restrictions, payment on this Note will be made by a paying agency in the
United States, if such paying agency, under applicable law and regulations,
would be able to make such payment.  Notwithstanding any other provision of
this Note, no payment of principal or interest shall be made on any portion
of this Note unless there shall have been delivered to the Principal Paying
Agent a certificate substantially in the form of Exhibit A hereto with
respect to the portion of this Note with respect to which such principal or
interest is to be paid.  Such certificate shall have been delivered to the
holder hereof by Morgan Guaranty Trust Company of New York, Brussels
office, as operator of the Euroclear System (the "Euroclear Operator"),
Cedel Bank, Societe anonyme ("Cedel") and/or any other relevant clearing
system (including Societe Interprofessionelle pour la Compensation des
Valeurs Mobilieres and the Intermediaires financiers habilites authorized
to maintain accounts therein ("SICOVAM")) as the case may be, and shall be
based on a certificate substantially in the form of Exhibit B hereto
provided to the Euroclear Operator, Cedel or any other relevant clearing
system, as the case may be, by those of its account holders who are to
receive such payment of principal or interest.

            This Note is issued in temporary global bearer form and represents
all or a portion of a duly authorized issue of Senior Global Medium-Term
Notes, Series [D/E] (the "Notes"), issued under a Senior Indenture, dated as
of April 15, 1989, as supplemented by a First Supplemental Senior Indenture
dated as of May 15, 1991 (as so supplemented, the "Senior Indenture"), between
the Issuer and Chemical Bank, as Trustee (the "Trustee," which term includes
any successor trustee under the Senior Indenture), to which Senior Indenture
and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties and
immunities of the Issuer, the Trustee and holders of the Notes and the terms
upon which the Notes are, and are to be, authenticated and delivered.  The
Issuer has appointed Chemical Bank, London branch, as its principal paying
agent for the Notes (the "Principal Paying Agent," which term includes any
additional or successor Principal Paying Agent appointed by the Issuer).  The
Notes are issuable (i) in temporary or permanent global bearer form without
coupons attached (the "Global Bearer Notes") in the minimum denominations set
forth on the face hereof or thereof or any amount in excess thereof which is
an integral multiple of ECU 100,000 and (ii) in definitive bearer form with
interest coupons attached (the "Definitive Bearer Notes") in the minimum
denominations set forth on the face thereof or any amount in excess thereof
which is an integral multiple of ECU 100,000.

            Except as otherwise provided herein, this Note is governed by the
terms and conditions of the Permanent Global Floating Rate Senior Bearer Note
(the "Permanent Global Bearer Note") to be issued in exchange for this Note,
which terms and conditions are hereby incorporated by reference herein mutatis
mutandis and shall be binding on the Issuer and the holder hereof as if fully
set forth herein.  The form of the Permanent Global Bearer Note is attached
hereto.

            This Note is exchangeable in whole or from time to time in part on
or after the Exchange Date (as defined below) for an interest (equal to the
principal amount of the portion of this Note being exchanged) in a single
Permanent Global Bearer Note upon the request of the Euroclear Operator, Cedel
and/or any other relevant clearing system, acting on behalf of the owner of
a beneficial interest in this Note, to the Principal Paying Agent upon
delivery to the Principal Paying Agent of a certificate substantially in the
form of Exhibit A hereto with respect to the portion of this Note to be
exchanged.  Such certificate shall have been delivered to the holder hereof by
the Euroclear Operator, Cedel and/or any other relevant clearing system, as the
case may be, and shall be based on a certificate substantially in the form of
Exhibit B hereto provided to the Euroclear Operator, Cedel and/or any other
relevant clearing system, as the case may be, by those of its account holders
having an interest in the portion hereof to be exchanged.  Notwithstanding the
foregoing, if this Note is subject to a tax redemption as described on the
reverse of the Permanent Global Bearer Note attached hereto, interests in this
Note may be exchanged for interests in a permanent Global Bearer Note on and
after such redemption date as if such redemption date had been the Exchange
Date, subject to receipt of the certificates described in the preceding
sentence.  Upon exchange of any portion of this Note for an interest in a
Permanent Global Bearer Note, the Principal Paying Agent shall cause Schedule
A of this Note to be endorsed to reflect the reduction of its principal amount
by an amount equal to the aggregate principal amount being so exchanged.
Except as otherwise provided herein, until exchanged for a Permanent Global
Bearer Note, this Note shall in all respects be entitled to the same benefits
under the Senior Indenture as a duly authenticated and delivered Permanent
Global Bearer Note.

            As used herein:

            (a)  the term "Business Day" means any day other than a Saturday
or Sunday, that is neither a legal holiday nor a day on which banking
institutions are authorized or required by law or regulation to close in The
City of New York or in the City of London and that is not a non-ECU clearing
day, as determined by the ECU Banking Association in Paris;

            (b)  the term "Exchange Date" means the date that is 40 days after
the date on which the Issuer receives the proceeds of the sale of this Note
(the "Closing Date") provided that if this Note is held by Morgan Stanley
International, or any other manager participating in the distribution of the
tranche of Notes of which this Note forms a part, as part of an unsold
allotment or subscription more than 40 days after the Closing Date for this
Note, the Exchange Date shall be the day after the date this Note is sold by
Morgan Stanley International or such other manager, all as determined and
notified to the Trustee by Morgan Stanley International, or if Morgan Stanley
International did not participate in the distribution of the Notes, by the
Issuer.

            (c)  the term "United States" means the United States of America
(including the States and the District of Columbia); and its "possessions"
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake
Island and the Northern Mariana Islands.

            All other terms used in this Note which are defined in the Senior
Indenture and not otherwise defined herein shall have the meanings assigned to
them in the Senior Indenture.

            Unless the certificate of authentication hereon has been executed
by the Trustee by manual signature, this Note shall not be entitled to any
benefit under the Senior Indenture, as defined on the reverse hereof, or be
valid or obligatory for any purpose.


            IN WITNESS WHEREOF, the Issuer has caused this Note to be duly
executed under its corporate seal.

DATED:                                       MORGAN STANLEY GROUP INC.


                                             By______________________
                                               Title:

TRUSTEE'S CERTIFICATE
OF AUTHENTICATION


This is one of the Securities referred
to in the within-mentioned
Senior Indenture.

CHEMICAL BANK,
  as Trustee


By_____________________________
      Authorized Officer


                                  SCHEDULE A

                             SCHEDULE OF EXCHANGES


            The Initial Principal Amount of this Note is __________.  The
following payments of interest and exchanges of a part of this Note for an
interest in a single Permanent Global Bearer Note have been made:


                              Principal
                              Amount           Remaining
                              Exchanged        Principal
                              For              Amount
Date of                       Permanent        Outstanding     Notation Made
Exchange       Payment        Global           Following       by or on Behalf
or Interest    of             Bearer           Such            of Principal
Payment        Interest       Note             Exchange        Paying Agent
- -----------    -----------    -------------    ------------    ---------------
___________    ___________    _____________    ____________    ______________
___________    ___________    _____________    ____________    ______________
___________    ___________    _____________    ____________    ______________
___________    ___________    _____________    ____________    ______________
___________    ___________    _____________    ____________    ______________
___________    ___________    _____________    ____________    ______________
___________    ___________    _____________    ____________    ______________
___________    ___________    _____________    ____________    ______________
___________    ___________    _____________    ____________    ______________
___________    ___________    _____________    ____________    ______________
___________    ___________    _____________    ____________    ______________
___________    ___________    _____________    ____________    ______________
___________    ___________    _____________    ____________    ______________
___________    ___________    _____________    ____________    ______________
___________    ___________    _____________    ____________    ______________
___________    ___________    _____________    ____________    ______________
___________    ___________    _____________    ____________    ______________
___________    ___________    _____________    ____________    ______________
___________    ___________    _____________    ____________    ______________
___________    ___________    _____________    ____________    ______________
___________    ___________    _____________    ____________    ______________
___________    ___________    _____________    ____________    ______________
___________    ___________    _____________    ____________    ______________
___________    ___________    _____________    ____________    ______________
___________    ___________    _____________    ____________    ______________
___________    ___________    _____________    ____________    ______________
___________    ___________    _____________    ____________    ______________
___________    ___________    _____________    ____________    ______________
___________    ___________    _____________    ____________    ______________
___________    ___________    _____________    ____________    ______________




                                                                     EXHIBIT A



               [FORM OF CERTIFICATE TO BE GIVEN BY THE EUROCLEAR
          OPERATOR, CEDEL AND/OR ANY OTHER RELEVANT CLEARING SYSTEM]

                                  CERTIFICATE

                    _______________________________________

                           Morgan Stanley Group Inc.
                    Global Medium-Term Notes, Series [D/E]

                 Represented by Temporary Global Note No. __.

               This is to certify that, based solely on certifications we have
received in writing, by tested telex or by electronic transmission from member
organizations appearing in our records as persons being entitled to a portion
of the principal amount set forth below (our "Member Organizations")
substantially to the effect set forth in Appendix 2 to Exhibit B to the Euro
Distribution Agreement relating to such Notes, as of the date hereof,
_________ principal amount of the above-captioned Securities (i) is owned by
persons that are not citizens or residents of the United States, domestic
partnerships, domestic corporations or any estate or trust the income of which
is subject to United States Federal income taxation regardless of its source
("United States persons"), (ii) is owned by United States persons that are (a)
foreign branches of United States financial institutions (as defined in U.S.
Treasury Regulations Section 1.165-12(c)(1)(v)) ("financial institutions")
purchasing for their own account or for resale, or (b) United States persons
who acquired the Securities through foreign branches of United States financial
institutions and who hold the Securities through such United States financial
institutions on the date hereof (and in either case (a) or (b), each such
United States financial institution has agreed, on its own behalf or through
its agent, that we may advise the Issuer or the Issuer's agent that it will
comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the U.S.
Internal Revenue Code of 1986, as amended, and the regulations thereunder), or
(iii) is owned by United States or foreign financial institutions for purposes
of resale during the restricted period (as defined in U.S. Treasury
Regulations Section 1.163-5(c)(2)(i)(D)(7)), and to the further effect that
United States or foreign financial institutions described in clause (iii)
above (whether or not also described in clause (i) or (ii)) have certified
that they have not acquired the Securities for purposes of resale directly or
indirectly to a United States person or to a person within the United States
or its possessions.

               As used herein, "United States" means the United States of
America (including the States and the District of Columbia); and its
"possessions" include Puerto Rico, the U.S. Virgin Islands, Guam, American
Samoa, Wake Island and the Northern Mariana Islands.

               We further certify (i) that we are not making available
herewith for exchange (or, if relevant, seeking to collect principal or
interest with respect to) any portion of the temporary global Security
representing the above-captioned Securities excepted in the above-referenced
certificates of Member Organizations and (ii) that as of the date hereof we
have not received any notification from any of our Member Organizations to the
effect that the statements made by such Member Organizations with respect to
any portion of the part submitted herewith (or, if relevant, with respect to
which principal or interest is being requested) are no longer true and cannot
be relied upon as the date hereof.

               We understand that this certification is required in connection
with certain tax laws and, if applicable, certain securities laws of the
United States.  In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this
certification is or would be relevant, we irrevocably authorize you to produce
this certification to any interested party in such proceedings.

Dated: ________________, 19__
[To be dated no earlier than
[insert date of Interest Payment Date prior to Exchange Date]
[insert date of Redemption Date prior to Exchange Date]
[insert Exchange Date]]


                                       [MORGAN GUARANTY TRUST COMPANY
                                        OF NEW YORK, BRUSSELS OFFICE,
                                        as Operator of the Euroclear
                                        System]


                                       [CEDEL BANK S.A.]


                                       [OTHER]


                                       By____________________________



                                                                     EXHIBIT B



                [FORM OF CERTIFICATE TO BE GIVEN BY AN ACCOUNT
                    HOLDER OF THE EUROCLEAR OPERATOR, CEDEL
                  AND/OR ANY OTHER RELEVANT CLEARING SYSTEM]

                                  CERTIFICATE

                ______________________________________________

                           Morgan Stanley Group Inc.
                    Global Medium-Term Notes, Series [D/E]

                 Represented by Temporary Global Note No. ___.

               This is to certify that as of the date hereof, and except as
set forth below, the above-captioned Securities held by you for our account
(i) are owned by person(s) that are not citizens or residents of the United
States, domestic partnerships, domestic corporations or any estate or trust the
income of which is subject to United States Federal income taxation regardless
of its source ("United States person(s)"), (ii) are owned by United States
person(s) that are (a) foreign branches of United States financial
institutions (as defined in U.S. Treasury Regulations Section
1.165-12(c)(1)(v)) ("financial institutions") purchasing for their own account
or for resale, or (b) United States person(s) who acquired the Securities
through foreign branches of United States financial institutions and who hold
the Securities through such United States financial institutions on the date
hereof (and in either case (a) or (b), each such United States financial
institution hereby agrees, on its own behalf or through its agent, that you
may advise the Issuer or the Issuer's agent that it will comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the U.S. Internal Revenue
Code of 1986, as amended, and the regulations thereunder), or (iii) are owned
by United States or foreign financial institution(s) for purposes of resale
during the restricted period (as defined in U.S. Treasury Regulations Section
1.63-5(c)(2)(i)(D)(7)), and in addition if the owner of the Securities is a
United States or foreign financial institution described in clause (iii) above
(whether or not also described in clause (i) or (ii)) such financial
institution has not acquired the Securities for purposes of resale directly or
indirectly to a United States person or to a person within the United States
or its possessions.

               As used herein, "United States" means the United States of
America (including the States and the District of Columbia); and its
"possessions" include Puerto Rico, the U.S. Virgin Islands, Guam, American
Samoa, Wake Island and the Northern Mariana Islands.

               We undertake to advise you promptly by tested telex on or prior
to the date on which you intend to submit your certification relating to the
Securities held by you for our account in accordance with your Operating
Procedures if any applicable statement herein is not correct on such date, and
in the absence of any such notification it may be assumed that this
certification applies as of such date.

               This certification excepts and does not relate to
$______________ of such interest in the above-captioned Securities in respect
of which we are not able to certify and as to which we understand exchange and
delivery of definitive Securities (or, if relevant, exercise of any rights or
collection of any principal or interest) cannot be made until we do so certify.

               We understand that this certification is required in connection
with certain tax laws and, if applicable, certain securities laws of the
United States.  In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this
certification is or would be relevant, we irrevocably authorize you to produce
this certification to any interested party in such proceedings.

Dated: ______________, 19__
[To be dated no earlier than
the 10th day before
[insert date of Interest Payment Date prior to Exchange Date]
[insert date of Redemption Date prior to Exchange Date]
[insert Exchange Date]]

                                       [Name of Account Holder]


                                       By____________________________
                                         (Authorized Signatory)

                                       Name:
                                       Title:

EX-4.AA

                                                              EXHIBIT 4-aa

                          [FORM OF FACE OF SECURITY]


         Permanent Global Senior ECU Puttable Floating Rate Note Due

BEARER                                                                  BEARER
No. PGFL

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE UNITED STATES INTERNAL REVENUE
CODE.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE FOR DEFINITIVE BEARER NOTES, THIS
GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE
TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "ORIGINAL YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE APPROXIMATE METHOD) SET FORTH
BELOW HAVE BEEN COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL
INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.

THIS NOTE HAS NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES AND
EXCHANGE LAW OF JAPAN.  THIS NOTE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF JAPAN
(WHICH TERM AS USED HEREIN MEANS ANY PERSON RESIDENT IN JAPAN INCLUDING ANY
CORPORATION OR OTHER ENTITY ORGANIZED UNDER THE LAWS OF JAPAN) OR TO OTHERS
FOR THE RE-OFFERING OR RE-SALE, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO A
RESIDENT OF JAPAN EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF, AND OTHERWISE IN COMPLIANCE WITH, THE SECURITIES AND EXCHANGE
LAW OF JAPAN AND OTHER RELEVANT LAWS AND REGULATIONS OF JAPAN.


                           MORGAN STANLEY GROUP INC.
                 SENIOR GLOBAL MEDIUM-TERM NOTE, SERIES [D/E]
                   (Senior ECU Puttable Floating Rate Notes)

ORIGINAL ISSUE DATE:    INTEREST ACCRUAL DATE:      INITIAL INTEREST PAYMENT
                                                    DATE:
                        INITIAL INTEREST RATE:      INTEREST PAYMENT PERIOD:
MATURITY DATE:
                        INITIAL INTEREST RESET      INTEREST RESET PERIOD:
                        DATE:
INDEX MATURITY:         MAXIMUM INTEREST RATE:      CALCULATION AGENT:
SPREAD (PLUS OR         MINIMUM INTEREST RATE:
MINUS):
                        INITIAL REDEMPTION DATE:    TOTAL AMOUNT OF OID:
                        INITIAL REDEMPTION          ORIGINAL YIELD TO
                        PERCENTAGE:                 MATURITY:
SPREAD MULTIPLIER:
EUROCLEAR NO.:          ANNUAL REDEMPTION           INITIAL ACCRUAL PERIOD
                        PERCENTAGE REDUCTION:       OID:
                        REPAYMENT OPTION:           MINIMUM DENOMINATIONS:
                        [YES/NO]
CEDEL NO.:              OPTIONAL REPAYMENT
                        PERCENTAGE:
COMMON CODE:                                        OTHER PROVISIONS:
ISIN:

               Morgan Stanley Group Inc., a Delaware corporation (together
with its successors and assigns, the "Issuer"), for value received, hereby
promises to pay to bearer, upon surrender hereof, the principal amount
specified in Schedule A hereto, on the Maturity Date specified above (except to
the extent previously redeemed or repaid) and to pay interest thereon, from
the Interest Accrual Date specified above at a rate per annum equal to the
Initial Interest Rate specified above until the Initial Interest Reset Date
specified above, and thereafter at a rate per annum determined in accordance
with the provisions specified on the reverse hereof until such principal
amount is paid or duly made available for payment.  The Issuer will pay
interest in arrears on each date (an "Interest Payment Date") which falls one
month, three months, six months or one year, as specified above as the
Interest Payment Period, after the preceding Interest Payment Date, or the
Interest Accrual Date in the case of the Initial Interest Payment Date
specified above and on the Maturity Date specified above (or any redemption or
repayment date); provided, however, that if an Interest Payment Date or the
Maturity Date or redemption or repayment date would fall on a day that is not
a Business Day, as defined on the reverse hereof, such Interest Payment Date,
Maturity Date or redemption or repayment date shall be the following day that
is a Business Day, except that if such next Business Day falls in the next
calendar month, (i) the Interest Payment Date, Maturity Date or redemption or
repayment date shall be the immediately preceding day that is a Business Day
and (ii) each subsequent Interest Payment Date shall be the last day that is a
Business Day in the last month of the Interest Payment Period commencing on
the immediately preceding Interest Payment Date.

               Interest on this Note will accrue from the most recent Interest
Payment Date to which interest has been paid or duly provided for, or, if no
interest has been paid or duly provided for, from the Interest Accrual Date,
until the principal hereof has been paid or duly made available for payment
(except as provided below).  The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, subject to certain
exceptions described herein, be paid to the holder of this Note at the office
or agency of the Principal Payment Agent (this and certain other capitalized
terms used herein are defined on the reverse of this Note) or at the office or
agency of such other paying agents outside the United States as the Issuer may
determine for that purpose (each, a "Paying Agent," which term shall include
the Principal Payment Agent).

               Payment of the principal of this Note, any premium and the
interest due at maturity (or on any redemption or repayment date) will be made
upon presentation and surrender of this Note at the office or agency of the
Principal Paying Agent or at the office of any Paying Agent.

               Payment of the principal of and premium, if any, and interest
on this Note will be made in ECU, except as provided on the reverse hereof.
Payment of the principal of and premium, if any, and interest on this Note
will be made in ECU either by a check drawn on a bank outside the United
States and mailed to an address outside the United States furnished by the
payee or, at the option of the payee and subject to applicable laws and
regulations and the procedures of the Paying Agent, by wire transfer of
immediately available funds to an account maintained by the payee with a bank
located outside the United States.  To the extent any payment of the principal
of, premium, if any, and interest on this Note is payable in U.S. dollars, such
payment will be made in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private
debts.  Such payments on this Note will be made either by a check mailed to an
address outside the United States furnished by the payee or, at the option of
the payee and subject to applicable laws and regulations and the procedures of
the Paying Agent, by wire transfer of immediately available funds to an account
maintained by the payee with a bank located outside the United States if
appropriate wire transfer instructions have been received by the Paying Agent
not less than 15 calendar days prior to the applicable payment date.
Notwithstanding the foregoing, in the event that any such payment in U.S.
dollars on this Note at the offices of all Paying Agents would be illegal or
effectively precluded as a result of exchange controls or similar
restrictions, payment on this Note will be made by a paying agency in the
United States, if such paying agency, under applicable law and regulations,
would be able to make such payment.

               Reference is hereby made to the further provisions of this Note
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

               Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature,
this Note shall not be entitled to any benefit under the Senior Indenture, as
defined on the reverse hereof, or be valid or obligatory for any purpose.


               IN WITNESS WHEREOF, the Issuer has caused this Note to be duly
executed under its corporate seal.


DATED:                                 MORGAN STANLEY GROUP INC.




                                       By_____________________________________
                                         Title:

TRUSTEE'S CERTIFICATE
OF AUTHENTICATION


This is one of the Securities referred
to in the within-mentioned
Senior Indenture.


CHEMICAL BANK,
  as Trustee



By____________________________________
           Authorized Officer


                         [FORM OF REVERSE OF SECURITY]


               This Note is one of a duly authorized issue of Senior Global
Medium-Term Notes, Series [D/E], having maturities more than nine months from
the date of issue (the "Notes") of the Issuer.  The Notes are issuable under a
Senior Indenture, dated as of April 15, 1989, as supplemented by a First
Supplemental Senior Indenture dated as of May 15, 1991 (as so supplemented,
the "Senior Indenture"), between the Issuer and Chemical Bank, as Trustee (the
"Trustee," which term includes any successor trustee under the Senior
Indenture), to which Senior Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities of the Issuer, the Trustee and holders of the
Notes and the terms upon which the Notes are, and are to be, authenticated and
delivered.  The Issuer has appointed Chemical Bank, London Branch, as its
principal paying agent for the Notes (the "Principal Paying Agent," which term
includes any additional or successor Principal Paying Agent appointed by the
Issuer).  The terms of individual Notes may vary with respect to interest
rates, interest rate formulas, issue dates, maturity dates, or otherwise, all
as provided in the Senior Indenture.  To the extent not inconsistent herewith,
the terms of the Senior Indenture are hereby incorporated by reference herein.

               This Note will not be subject to any sinking fund and, unless
otherwise provided on the face hereof in accordance with the provisions of the
following two paragraphs and except as set forth below, will not be redeemable
or subject to repayment at the option of the holder prior to maturity.

               If so indicated on the face of this Note, this Note may be
redeemed in whole or in part at the option of the Issuer on the first Interest
Payment Date occurring on or after the Initial Redemption Date specified on
the face hereof and thereafter on any Interest Payment Date, on the terms set
forth on the face hereof, together with interest accrued and unpaid hereon to
the date of redemption (except as provided below).  If this Note is subject to
"Annual Redemption Percentage Reduction," the Initial Redemption Percentage
indicated on the face hereof will be reduced on each anniversary of the
Initial Redemption Date by the Annual Redemption Percentage Reduction
specified on the face hereof until the redemption price of this Note is 100% of
the principal amount hereof, together with interest accrued and unpaid hereon
to the date of redemption (except as provided below).  Notice of redemption
shall be mailed to the holders of the Notes designated for redemption who have
filed their names and addresses with the Principal Paying Agent, not less than
90 nor more than 120 days prior to the date fixed for redemption, subject to
all the conditions and provisions of the Senior Indenture.  Notice of
redemption to all other holders of Notes shall be published in the manner set
forth in "Notices" as defined below, once in each of the three successive
calendar weeks, the first publication to be not less than 90 nor more than 120
days prior to the date set for redemption.  In the event of redemption of this
Note in part only, the Principal Paying Agent shall cause Schedule A of this
Note to be endorsed to reflect the reduction of its principal amount by an
amount equal to the aggregate principal amount of this Note so redeemed,
whereupon the principal amount hereof shall be reduced for all purposes by the
amount so redeemed and noted.  The Issuer will deliver to the Trustee at least
130 days prior to the date fixed for redemption an Officer's Certificate
stating the aggregate principal amount of Notes to be redeemed pursuant to
this paragraph.

               If so indicated on the face of this Note, this Note will be
subject to repayment at the option of the holder on the terms set forth
herein.  On any Interest Payment Date, this Note will be repayable in whole or
in part in increments of ECU 1,000 (provided that any remaining principal
amount hereof shall not be less than the minimum authorized denomination
hereof) at the option of the holder hereof at a price equal to the Optional
Repayment Percentage specified on the face hereof of the principal amount to be
repaid, together with interest accrued and unpaid hereon to the date of
repayment (except as provided below).  For this Note to be repaid at the
option of the holder hereof, the Principal Paying Agent must receive at its
office in London, at least 90 but not more than 120 days prior to the date of
repayment, (i) this Note with the form entitled "Option to Elect Repayment"
below duly completed or (ii) a telegram, telex, facsimile transmission or a
letter from a member of a national securities exchange or the National
Association of Securities Dealers, Inc. or a commercial bank or a trust
company in the United States, Western Europe or Japan setting forth the name
of the holder of this Note, the principal amount hereof, the certificate
number of this Note or a description of this Note's tenor and terms, the
principal amount hereof to be repaid, a statement that the option to elect
repayment is being exercised thereby and a guarantee that this Note, together
with the form entitled "Option to Elect Repayment" duly completed, will be
received by the Principal Paying Agent not later than the fifth Business Day
after the date of such telegram, telex, facsimile transmission or letter;
provided, that such telegram, telex, facsimile transmission or letter shall
only be effective if this Note and form duly completed are received by the
Principal Paying Agent by such fifth Business Day.  Exercise of such repayment
option by the holder hereof shall be irrevocable.  In the event of repayment
of this Note in part only, the Principal Paying Agent shall cause Schedule A
of this Note to be endorsed to reflect the reduction of its principal amount
by an amount equal to the aggregate principal amount of this Note so repaid,
whereupon the principal amount hereof shall be reduced for all purposes by the
amount so repaid and noted.

               This Note will bear interest at the rate determined in
accordance with the applicable provisions below by reference to ECU LIBOR
based on the Index Maturity, if any, shown on the face hereof (i) plus or
minus the Spread, if any, or (ii) multiplied by the Spread Multiplier, if any,
specified on the face hereof.  Commencing with the Initial Interest Reset Date
specified on the face hereof and thereafter on each Interest Payment Date
(each such date, including the Initial Interest Reset Date, an "Interest Reset
Date"), the rate at which interest on this Note is payable shall be reset as
of each Interest Reset Date; provided, however, that the interest rate in
effect for the period from the Interest Accrual Date to the Initial Interest
Reset Date will be the Initial Interest Rate.

               The Interest Determination Date pertaining to an Interest Reset
Date shall be the second London Banking Day preceding such Interest Reset
Date.  As used herein, "London Banking Day" means any day on which dealings in
deposits in U.S. dollars are transacted in the London interbank market.

               Determination of ECU LIBOR.  ECU LIBOR with respect to this
Note shall be determined on each Interest Determination Date as follows:

               (i)   As of the Interest Determination Date, the Calculation
         Agent will determine the rate for deposits in ECU for the period of
         the Index Maturity specified on the face hereof which appear on
         Telerate Page 3750 (or such other page as may replace such page on
         that service for the purpose of displaying London interbank offered
         rates of major banks) at approximately 11:00 A.M., London time, on
         such Interest Determination Date.

               (ii)   If such rate does not appear on the Telerate Page 3750
         (or such other replacement page), the Calculation Agent will request
         the principal London offices of each of four major banks in the London
         interbank market, as selected by the Calculation Agent (the
         "Reference Banks"), to provide the Calculation Agent with its offered
         quotations for deposits in ECU for the period of the Index Maturity,
         specified on the face hereof, to prime banks in the London interbank
         market at approximately 11:00 A.M., London time, on such Interest
         Determination Date and in a principal amount that is representative
         of a single transaction in such market at such time.  If at least two
         such quotations are provided, ECU LIBOR will be the arithmetic mean
         of such quotations.

               (iii)  If fewer than two quotations are provided pursuant to
         (ii) above, ECU LIBOR in respect of such Interest Determination Date
         will be the arithmetic mean of the rates quoted by three major banks
         in Luxembourg selected by the Calculation Agent at approximately
         11:00 A.M., Luxembourg time, on such Interest Determination Date for
         loans in ECU to leading European banks, for the period of the Index
         Maturity specified on the face hereof and in a principal amount that
         is representative of a single transaction in such market at such time.

               (iv)   If fewer than three banks selected as aforesaid by the
         Calculation Agent are quoting rates as mentioned in (iii) above, the
         Calculation Agent will request each of the Reference Banks to provide
         the Calculation Agent with the offered quotations provided to them by
         leading banks in each relevant interbank market for deposits in each
         of the then component currencies of the ECU (the "Relevant
         Currencies") for the period of the Index Maturity specified on the
         face hereof as at 11:00 a.m., London time, on the Interest
         Determination Date (provided that, if the ECU is not then used as the
         unit of account of the European Community, the component currencies
         of the ECU shall be those determined by the Calculation Agent in the
         manner set forth below in the nineteenth succeeding paragraph with
         respect to payments in ECU) and the Calculation Agent will determine
         ECU LIBOR on the basis of the respective offered rates so
         communicated by the Reference Banks or any two or more of them
         weighted in the manner provided below, provided that, if on any
         Interest Determination Date the Reference Banks which are providing
         quotations do not provide offered quotations for all the Relevant
         Currencies, but do provide such quotations for Relevant Currencies
         representing in aggregate 95 percent (determined by the Calculation
         Agent as provided below) or more of one ECU on such Interest
         Determination Date, then ECU LIBOR for the applicable Interest
         Payment Period shall nevertheless be calculated pursuant to this
         sub-paragraph (iv) on the basis of the quotations so provided and
         ignoring the Relevant Currencies for which such quotations are not
         provided.

               (v)   If the Reference Banks or any two or more of them (if
         only such provide quotations) provide the Calculation Agent with
         offered quotations pursuant to (iv) above for Relevant Currencies
         representing in aggregate less than 95 percent (determined as provided
         below) of one ECU on such Interest Determination Date then, with
         respect to each of the Relevant Currencies for which quotations are
         not so provided, the Calculation Agent shall determine such offered
         rates as are reasonably representative of the rates at which deposits
         in such Relevant Currency are being offered between leading banks
         selected by it in the relevant interbank market as of the Interest
         Determination Date for a period substantially co-extensive with the
         Index Maturity specified on the face hereof.  If on any Interest
         Determination Date the Relevant Currencies for which quotations are
         provided by the Reference Banks pursuant to (iv) above and the
         Relevant Currencies for which rates are determined by the Calculation
         Agent pursuant to this sub-paragraph (v) represent in aggregate 95
         percent or more (determined as provided below) of one ECU on such
         Interest Determination Date, then ECU LIBOR for the applicable
         Interest Payment Period shall be calculated on the basis of such
         quotations and rates.

               (vi)  If on any Interest Determination Date fewer than two
         Reference Banks provide the Calculation Agent with offered quotations
         pursuant to (iv) above or if  the Relevant Currencies for which
         quotations are provided by the Reference Banks pursuant to (iv) above
         and the Relevant Currencies for which rates are determined by the
         Calculation Agent pursuant to (v) above represent in aggregate less
         than 95 percent (determined as provided below) of one ECU, then ECU
         LIBOR for the applicable Interest Payment Period will be the same as
         ECU LIBOR for the immediately preceding Interest Payment Period (or
         if the Interest Determination Date is the Initial Interest
         Determination Date, the rate of interest payable hereon will be
         Initial Interest Rate).

               The weighting to be given to a Relevant Currency, or the
percentage which it bears to one ECU, shall be determined by the Calculation
Agent by reference to the proportion that the amount of such Relevant Currency
included in one ECU bears to one ECU and calculated on the basis of the U.S.
dollar equivalent of each of the Relevant Currencies as at the Interest
Determination Date.  Such U.S. dollar equivalent shall be determined by the
Calculation Agent in the manner provided in the nineteenth succeeding
paragraph except that, (i) any reference therein to a Day of Valuation shall
be deemed to refer to the Interest Determination Date, (ii) all decisions or
choices to be made by the Exchange Rate Agent thereunder shall be made by the
Calculation Agent and (iii) if the ECU is being used as the unit of account of
the European Community on such Interest Determination Date, the components of
the ECU shall be the currency amounts that are components of the ECU on such
date.

               Notwithstanding the foregoing, the interest rate hereon shall
not be greater than the Maximum Interest Rate, if any, or less than the
Minimum Interest Rate, if any, specified on the face hereof.  The interest
rate on this Note will in no event be higher than the maximum rate permitted
by New York law, as the same may be modified by United States Federal law of
general application.

               At the request of the holder hereof, the Calculation Agent will
provide to the holder hereof the interest rate hereon then in effect and, if
determined, the interest rate that will become effective as of the next
Interest Reset Date.

               Interest payments on this Note will include interest accrued to
but excluding the Interest Payment Dates or the Maturity Date (or any earlier
redemption or repayment date), as the case may be.  Accrued interest hereon
shall be an amount calculated by multiplying the principal amount hereof shown
on Schedule A hereto by an accrued interest factor.  Such accrued interest
factor shall be computed by adding the interest factor calculated for each day
in the period for which interest is being paid.  The interest factor for each
such date shall be computed by dividing the interest rate applicable to such
day by 360.  All percentages resulting from any calculation of the rate of
interest on this Note will be rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point (.0000001), with five one-millionths
of a percentage point rounded upward, and all dollar amounts used in or
resulting from such calculation on this Note will be rounded to the nearest
cent (with one-half cent rounded upward).  The interest rate in effect on any
Interest Reset Date will be the applicable rate as reset on such date.  The
interest rate applicable to any other day is the interest rate from the
immediately preceding Interest Reset Date (or, if none, the Initial Interest
Rate).

               This Note and all the obligations of the Issuer hereunder are
direct, unsecured obligations of the Issuer and rank without preference or
priority among themselves and pari passu with all other existing and future
unsecured and unsubordinated indebtedness of the Issuer, subject to certain
statutory exceptions in the event of liquidation upon insolvency.

               This Note is issued in permanent global bearer form without
interest coupons attached (a "Global Bearer Note").  The beneficial owner of
all or a portion of this Note may exchange its interest in this Note upon not
less than 30 days' written notice to the Principal Paying Agent, in whole for
Notes in bearer form with interest coupons attached (the "Definitive Bearer
Notes," and, together with the Global Bearer Notes, the "Bearer Notes") in the
minimum denominations set forth on the face hereof or any amount in excess
thereof which is an integral multiple of ECU 100,000, at the office of the
Principal Paying Agent, upon compliance with any procedures set forth in, or
established pursuant to, the Senior Indenture; provided, however, that the
Issuer shall not be required (i) to exchange this Note for a period of fifteen
calendar days preceding the first publication of a notice of redemption of all
or any portion hereof or (ii) to exchange any portion of this Note selected
for redemption or surrendered for optional repayment.  Upon exchange of any
portion of this Note for a Definitive Bearer Note or Definitive Bearer Notes,
this Note will be exchanged in whole for Definitive Bearer Notes, whereupon
this Note will be cancelled.  All such exchanges of Notes will be free of
service charge, but the Issuer may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
Registered Notes will not be issuable in exchange for this Note or for a
Definitive Bearer Note or Definitive Bearer Notes.  The date of any Note
delivered upon any exchange of this Note shall be such that no gain or loss of
interest results from such exchange.

               All (and not less than all) interests in this Note will be
exchanged for Definitive Bearer Notes in accordance with the procedures set
forth in the following two sentences as soon as practicable after the first
beneficial owner of an interest in this Note exchanges its interest for a
Definitive Bearer Note, provided that a common depository located outside the
United States (the "common depository") holding this Note for Morgan Guaranty
Trust Company of New York, Brussels office, as operator of the Euroclear System
(the "Euroclear Operator"), Cedel Bank, societe anonyme ("Cedel") and/or any
other relevant clearing system (including "Societe Interprofessionelle pour la
Compensation des Valeurs Mobilieres ("SICOVAM")) instructs the Principal
Paying Agent regarding the aggregate principal amount of Definitive Bearer
Notes and the denominations of such Definitive Bearer Notes that must be
authenticated and delivered to each of the Euroclear Operator and Cedel in
exchange for this Note.  Thereafter, the Principal Paying Agent, acting solely
in reliance on such instructions, shall, upon surrender to it of this Note and
subject to the conditions in the preceding paragraph, authenticate and deliver
Definitive Bearer Notes in exchange for this Note in accordance with such
instructions and shall cause Schedule A of this Note to be endorsed to reflect
the reduction of its principal amount by an amount equal to the aggregate
principal amount of this Note.

               This Note may be transferred by delivery; provided, however,
that this Note may be transferred only to a common depositary outside the
United States for the Euroclear Operator, Cedel and/or any other relevant
clearing system or to a nominee of such depositary.

               In case any Note shall at any time become mutilated, defaced or
be destroyed, lost or stolen and such Note or evidence of the loss, theft or
destruction thereof (together with the indemnity hereinafter referred to and
such other documents or proof as may be required in the premises) shall be
delivered to the Trustee, a new Note of like tenor will be issued by the
Issuer in exchange for the Note so mutilated or defaced, or in lieu of the
Note so destroyed or lost or stolen, but, in the case of any destroyed or lost
or stolen Note, only upon receipt of evidence satisfactory to the Trustee and
the Issuer that such Note was destroyed or lost or stolen and, if required,
upon receipt also of indemnify satisfactory to each of them.  All expenses and
reasonable charges associated with procuring such indemnity and with the
preparation, authentication and delivery of a new Note shall be borne by the
owner of the Note mutilated, defaced, destroyed, lost or stolen.

               The Senior Indenture provides that, (a) if an Event of Default
(as defined in the Senior Indenture) due to the default in payment of
principal of, premium, if any, or interest on, any series of debt securities
issued under the Senior Indenture, including the series of Senior Global
Medium-Term Notes of which this Note forms a part, or due to the default in
the performance or breach of any other covenant or warranty of the Issuer
applicable to the debt securities of such series but not applicable to all
outstanding debt securities issued under the Senior Indenture shall have
occurred and be continuing, either the Trustee or the holders of not less than
25% in principal amount of the debt securities of each affected series (voting
as a single class) may then declare the principal of all debt securities of
all such series and interest accrued thereon to be due and payable immediately
and (b) if an Event of Default due to a default in the performance of any
other of the covenants or agreements in the Senior Indenture applicable to all
outstanding debt securities issued thereunder, including this Note, or due to
certain events of bankruptcy, insolvency and reorganization of the Issuer,
shall have occurred and be continuing, either the Trustee or the holders of
not less than 25% in principal amount of all debt securities issued under the
Senior Indenture then outstanding (treated as one class) may declare the
principal of all such debt securities and interest accrued thereon to be due
and payable immediately, but upon certain conditions such declarations may be
annulled and past defaults may be waived (except a continuing default in
payment of principal (or premium, if any) or interest on such debt securities)
by the holders of a majority in principal amount of the debt securities of all
affected series then outstanding.

               This Note may be redeemed, as a whole, at the option of the
Issuer at any time prior to maturity, upon the giving of a notice of
redemption as described below, at a redemption price equal to 100% of the
principal amount hereof, together with accrued interest to the date fixed for
redemption, if the Issuer determines that, as a result of any change in or
amendment to the laws (or any regulations or rulings promulgated thereunder)
of the United States or of any political subdivision or taxing authority
thereof or therein affecting taxation, or any change in official position
regarding the application or interpretation of such laws, regulations or
rulings, which change or amendment becomes effective on or after the Original
Issue Date hereof, the Issuer has or will become obligated to pay Additional
Amounts (as defined below) with respect to this Note as described below.
Prior to the giving of any notice of redemption pursuant to this paragraph,
the Issuer shall deliver to the Trustee (i) a certificate stating that the
Issuer is entitled to effect such redemption and setting forth a statement of
facts showing that the conditions precedent to the right of the Issuer to so
redeem have occurred, and (ii) an opinion of independent counsel satisfactory
to the Trustee to such effect based on such statement of facts; provided that
no such notice of redemption shall be given earlier than 60 days prior to the
earliest date on which the Issuer would be obligated to pay such Additional
Amounts if a payment in respect of this Note were then due.

               Notice of redemption will be given not less than 30 nor more
than 60 days prior to the date fixed for redemption, which date and the
applicable redemption price will be specified in the Notice.

               If the Issuer shall determine that any payment made outside the
United States by the Issuer or any Paying Agent of principal, premium or
interest due in respect of this Note would, under any present or future laws or
regulations of the United States, be subject to any certification,
identification or other information reporting requirement of any kind, the
effect of which is the disclosure to the Issuer, any Paying Agent or any
governmental authority of the nationality, residence or identity of a
beneficial owner of this Note who is a United States Alien (as defined below
(other than such a requirement (a) that would not be applicable to a payment
made by the Issuer or any Paying Agent (i) directly to the beneficial owner or
(ii) to a custodian, nominee or other agent of the beneficial owner, or (b)
that can be satisfied by such custodian, nominee or other agent certifying to
the effect that such beneficial owner is a United States Alien; provided that
in each case referred to in clauses (a)(ii) and (b) payment by such custodian,
nominee or agent to such beneficial owner is not otherwise subject to any such
requirement), the Issuer shall redeem this Note, as a whole, at a redemption
price equal to 100% of the principal amount thereof, together with accrued
interest to the date fixed for redemption, or, at the election of the Issuer
if the conditions of the next succeeding paragraph are satisfied, pay the
additional amounts specified in such paragraph.  The Issuer shall make such
determination and election as soon as practicable, shall promptly notify the
Trustee thereof and shall publish prompt notice thereof (the "Determination
Notice") stating the effective date of such certification, identification or
other information reporting requirements, whether the Issuer will redeem this
Note or has elected to pay the additional amounts specified in the next
succeeding paragraph, and (if applicable) the last date by which the
redemption of this Note must take place, as provided in the next succeeding
sentence.  If the Issuer redeems this Note, such redemption shall take place
on such date, not later than one year after the publication of the
Determination Notice, as the Issuer shall elect by notice to the Trustee at
least 60 days prior to the date fixed for redemption.  Notice of such
redemption of this Note will be given to the holder of this Note not more than
60 nor less than 30 days prior to the date fixed for redemption.
Notwithstanding the foregoing, the Issuer shall not so redeem this Note if the
Issuer shall subsequently determine, not less than 30 days prior to the date
fixed for redemption, that subsequent payments would not be subject to any
such requirement, in which case the Issuer shall publish prompt notice of such
determination and any earlier redemption notice shall be revoked and of no
further effect.

               If and so long as the certification, identification or other
information reporting requirements referred to in the preceding paragraph
would be fully satisfied by payment of a backup withholding tax or similar
charge, the Issuer may elect by notice to the Trustee to pay as additional
amounts such amounts as may be necessary so that every net payment made
outside the United States following the effective date of such requirements by
the Issuer or any Paying Agent of principal, premium or interest due in
respect of this Note of which the beneficial owner is a United States Alien
(but without any requirement that the nationality, residence or identity of
such beneficial owner be disclosed to the Issuer, any Paying Agent or any
governmental authority, with respect to the payment of such additional
amounts), after deduction or withholding for or on account of such backup
withholding tax or similar charge (other than a backup withholding tax or
similar charge that (i) would not be applicable in the circumstances referred
to in the second parenthetical clause of the first sentence of the preceding
paragraph, or (ii) is imposed as a result of presentation of this Note for
payment more than 15 days after the date on which such payment becomes due and
payable or on which payment thereof is duly provided for, whichever occurs
later), will not be less than the amount provided for in this Note to be then
due and payable.  In the event the Issuer elects to pay any additional amounts
pursuant to this paragraph, the Issuer shall have the right to redeem this
Note as a whole at any time pursuant to the applicable provisions of the
immediately preceding paragraph and the redemption price of this Note will not
be reduced for applicable withholding taxes.  If the Issuer elects to pay
additional amounts pursuant to this paragraph and the condition specified in
the first sentence of this paragraph should no longer be satisfied, then the
issuer will redeem this Note as a whole, pursuant to the applicable provisions
of the immediately preceding paragraph.

               The Issuer will, subject to certain exceptions and limitations
set forth below, pay such additional amounts (the "Additional Amounts") to the
holder of this Note who is a United States Alien as may be necessary in order
than every net payment of the principal of and interest on this Note and any
other amounts payable on this Note, after withholding for or on account of any
present or future tax, assessment or governmental charge imposed upon or as a
result of such payment by the United States (or any political subdivision or
taxing authority thereof or therein), will not be less than the amount
provided for in this Note to be then due and payable.  The Issuer will not,
however, be required to make any payment of Additional Amounts to any such
holder for or on account of:

               (a)   any such tax, assessment or other governmental charge
         that would not have been so imposed but for (i) the existence of any
         present or former connection between such holder (or between a
         fiduciary, settlor, beneficiary, member or shareholder of such
         holder, if such holder is an estate, a trust, a partnership or a
         corporation) and the United States, including, without limitation,
         such holder (or such fiduciary, settlor, beneficiary, member or
         shareholder) being or having been a citizen or resident thereof or
         being or having been engaged in a trade or business or present
         therein or having, or having had, a permanent establishment therein
         or (ii) the presentation by the holder of this Note for payment on a
         date more than 15 days after the date on which such payment became due
         and payable or the date on which payment thereof is duly provided
         for, whichever occurs later;

               (b)   any estate, inheritance, gift, sales, transfer or
         personal property tax or any similar tax, assessment or governmental
         charge;

               (c)   any tax, assessment or other governmental charge imposed
         by reason of such holder's past or present status as a personal
         holding company or foreign personal holding company or controlled
         foreign corporation or passive foreign investment company with
         respect to the United States or as a corporation which accumulates
         earnings to avoid United States federal income tax or as a private
         foundation or other tax-exempt organization;

               (d)   any tax, assessment or other governmental charge that is
         payable otherwise than by withholding from payments on or in respect
         of this Note;

               (e)   any tax, assessment or other governmental charge required
         to be withheld by any Paying Agent from any payment of principal of,
         or interest on, this Note, if such payment can be made without such
         withholding by any other Paying Agent in a city in Western Europe;

               (f)   any tax, assessment or other governmental charge that
         would not have been imposed but for the failure to comply with
         certification, information or other reporting requirements concerning
         the nationality, residence or identity of the holder or beneficial
         owner of this Note, if such compliance is required by statute or by
         regulation of the United States or of any political subdivision or
         taxing authority thereof or therein as a precondition to relief or
         exemption from such tax, assessment or other governmental charge;

               (g)   any tax, assessment or other governmental charge imposed
         by reason of such holder's past or present status as the actual or
         constructive owner of 10% or more of the total combined voting power
         of all classes of stock entitled to vote of the Issuer or as a direct
         or indirect subsidiary of the Issuer; or

               (h)   any combination of items (a), (b), (c), (d), (e), (f) or
         (g);

nor shall Additional Amounts be paid with respect to any payment on this note
to a United States Alien who is a fiduciary or partnership or other than the
sole beneficial owner of such payment to the extent such payment would be
required by the laws of the United States (or any political subdivision
thereof) to be included in the income, for tax purposes, of a beneficiary or
settlor with respect to such fiduciary or a member of such partnership or a
beneficial owner who would not have been entitled to the Additional Amounts
had such beneficiary, settlor, member or beneficial owner been the holder of
this Note.

               The Senior Indenture permits the Issuer and the Trustee, with
the consent of the holders of not less than a majority in aggregate principal
amount of the debt securities of all series issued under the Senior Indenture
then outstanding and affected (voting as one class), to execute supplemental
indentures adding any provisions to or changing in any manner the rights of
the holders of each series so affected; provided that the Issuer and the
Trustee may not, without the consent of the holder of each outstanding debt
security affected thereby, (a) extend the final maturity of any such debt
security, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon, or reduce any amount payable on
redemption or repayment thereof, or change the currency of payment thereof, or
impair or affect the rights of any holder to institute suit for the payment
thereof without the consent of the holder of each debt security so affected;
or (b) reduce the aforesaid percentage in principal amount of debt securities
the consent of the holders of which is required for any such supplemental
indenture, without the consent of the holders of each debt security so
affected.

               With respect to each due date for the payment of the principal
of, premium, if any, or interest on, this Note on or after the first business
day in London on which the ECU is used neither as the unit of account of the
European Community ("EC") nor as the currency of the European Union, the
Issuer shall choose a substitute currency (the "Chosen Currency") which may be
any currency which was, on the last day on which the ECU was used as the unit
of account of the EC, a component currency of the ECU basket or U.S. dollars,
in which all such payments due on or after that date with respect to this Note
shall be made.  Notice of the Chosen Currency so selected shall, where
practicable, be published in the manner described in "Notices" below.   The
amount of each payment in such Chosen Currency shall be computed on the basis
of the equivalent of the ECU in that currency, determined as described below,
as of the fourth business day in London prior to the date on which such
payment is due.

               On the first business day in London on which the ECU is used
neither as the unit of account of the EC nor as the currency of the European
Union, the Issuer shall choose a Chosen Currency in which all payments of
principal, premium, if any, or interest with respect to this Note having a due
date prior thereto but not yet presented for payment are to be made.   The
amount of each payment in such Chosen Currency shall be computed on the basis
of the equivalent of the ECU in that currency, determined as described below,
as of such first business day.

               The equivalent of the ECU in the relevant Chosen Currency as of
any date (the "Day of Valuation") shall be determined on the following basis
by, or on behalf of, an Exchange Rate Agent appointed by the Issuer.  The
amounts and components composing the ECU for this purpose (the "Components")
shall be the amounts and components composing the ECU as of the last date on
which the ECU was used as the unit of account of the EC.  The equivalent of
the ECU in the Chosen Currency shall be calculated by, first, aggregating the
U.S. dollar equivalents of the Components; and then, in the case of a Chosen
Currency other than U.S. dollars, using the rate used for determining the U.S.
dollar equivalent of the Components in the Chosen Currency as set forth below,
calculating the equivalent in the Chosen Currency of such aggregate amount in
U.S. dollars.

               The U.S. dollar equivalent of each of the Components shall be
determined by, or on behalf of, the Exchange Rate Agent on the basis of the
middle spot delivery quotations prevailing at 2:30 p.m., London time, on the
Day of Valuation, as obtained by, or on behalf of, the Exchange Rate Agent
from one or more major banks, as selected by the Issuer, in the country of
issue of the component currency in question.

               If for any reason no direct quotations are available for a
Component as of a Day of Valuation from any of the banks selected for this
purpose, in computing the U.S. dollar equivalent of such Component, the
Exchange Rate Agent shall (except as provided below) use the most recent
direct quotations for such Component obtained by it or on its behalf; provided
that such quotations were prevailing in the country of issue not more than two
Business Days before such Day of Valuation.  If such most recent quotations
were so prevailing more than two Business Days in the country of issue before
such Day of Valuation, the Exchange Rate Agent shall determine the U.S. dollar
equivalent of such Component on the basis of cross rates derived from the
middle spot delivery quotations for such component currency and for the U.S.
dollar prevailing at 2:30 p.m., London time, on such Day of Valuation, as
obtained by, or on behalf of, the Exchange Rate Agent from one or more major
banks, as selected by the Issuer, in a country other than the country of issue
of such component currency.  Notwithstanding the foregoing, the Exchange Rate
Agent shall determine the U.S. dollar equivalent of such Component on the
basis of such cross rates if the Issuer or such agent judges that the
equivalent so calculated is more representative than the U.S. dollar
equivalent calculated as provided in the first sentence of this paragraph.
Unless otherwise specified by the Issuer, if there is more than one market for
dealing in any component currency by reason of foreign exchange regulations or
for any other reason, the market to be referred to in respect of such currency
shall be that upon which a non-resident issuer of notes denominated in such
currency would purchase such currency in order to make payments in respect of
such securities.

               Payments in the Chosen Currency will be made at the specified
office of a paying agent in the country of the Chosen Currency, or, if none,
or at the option of the holder, at the specified office of any Paying Agent
either by a check drawn on, or by transfer to an account maintained by the
holder with, a bank in the principal financial center of the country of the
Chosen Currency.

               All determinations referred to above made by, or on behalf of,
the Issuer or by, or on behalf of, the Exchange Rate Agent shall be at its
sole discretion and shall, in the absence of manifest error, be conclusive for
all purposes and binding on holders of this Note.

               So long as this Note shall be outstanding, the Issuer will
cause to be maintained an office or agency for the payment of the principal of
and premium, if any, and interest on this Note as herein provided.  If this
Note is listed on The International Stock Exchange of the United Kingdom and
the Republic of Ireland Limited and such Exchange so requires, the Issuer
shall maintain a Paying Agent in London.  The Issuer may designate other
agencies for the payment of said principal, premium and interest at such place
or places outside the United States (subject to applicable laws and
regulations) as the Issuer may decide.  So long as there shall be such an
agency, the Issuer shall keep the Trustee advised of the names and locations
of such agencies, if any are so designated.

               With respect to moneys paid by the Issuer and held by the
Trustee or any Paying Agent for payment of the principal of or interest or
premium, if any, on any Notes that remain unclaimed at the end of two years
after such principal, interest or premium shall have become due and payable
(whether at maturity or upon call for redemption or otherwise), (i) the
Trustee or such Paying Agent shall notify the holders of such Notes that such
moneys shall be repaid to the Issuer and any person claiming such moneys shall
thereafter look only to the Issuer for payment thereof and (ii) such moneys
shall be so repaid to the Issuer.  Upon such repayment all liability of the
Trustee or such Paying Agent with respect to such moneys shall thereupon cease,
without, however, limiting in any way any obligation that the Issuer may have
to pay the principal of or interest or premium, if any, on this Note as the
same shall become due.

               No provision of this Note or of the Senior Indenture shall
alter or impair the obligation of the Issuer, which is absolute and
unconditional, to pay the principal of, premium, if any, and interest on this
Note at the time, place, and rate, and in the coin or currency, herein
prescribed unless otherwise agreed between the Issuer and the holder of this
Note.

               The Issuer, the Trustee and any agent of the Issuer or the
Trustee may treat the holder of this Note as the owner hereof for all
purposes, whether or not this Note be overdue, and none of the Issuer, the
Trustee or any such agent shall be affected by notice to the contrary.

               No recourse shall be had for the payment of the principal of,
premium, if any, or the interest on this Note for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Senior Indenture
or any indenture supplemental thereto, against any incorporator, shareholder,
officer or director, as such, past, present or future, of the Issuer or of any
successor corporation, either directly or through the Issuer or any successor
corporation, whether by virtue of any constitution, statute or rule of law or
by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.

               This Note shall for all purposes be governed by, and construed
in accordance with, the laws of the State of New York.

               As used herein:

               (a)   the term "Business Day" means any day, other than a
         Saturday or Sunday, that is nether a legal holiday nor a day on which
         banking institutions are authorized or required by law or regulation
         to close in The City of New York or in the City of London and that
         is not a non-ECU clearing day, as determined by the ECU Banking
         Association in Paris;

               (b)   the term "Notices" refers to notices to the holders of
         the Notes to be given by publication in an authorized newspaper in
         the English language and of general circulation in the Borough of
         Manhattan, The City of New York, and London or, if publication in
         London is not practical, in an English language newspaper with
         general circulation in Western Europe.  Such publication is expected
         to be made in the Wall Street Journal and the Financial Times.  Such
         Notices will be deemed to have been given on the date of such
         publication, or if published in such newspapers on different dates,
         on the date of the first such publication;

               (c)   the term "United States" means the United States of
         America (including the States and the District of Columbia), its
         territories, its possessions and other areas subject to its
         jurisdiction; and

               (d)   the term "United States Alien" means any person who, for
         United States federal income tax purposes, is a foreign corporation,
         a non-resident alien individual, a non-resident alien fiduciary of a
         foreign estate or trust, or a foreign partnership, one or more of the
         members of which is a foreign corporation, a non-resident alien
         individual or a non-resident alien fiduciary of a foreign estate or
         trust.

               All other terms used in this Note which are defined in the
Senior Indenture and not otherwise defined herein shall have the meanings
assigned to them in the Senior Indenture.

                           OPTION TO ELECT REPAYMENT


               The undersigned hereby irrevocably requests and instructs the
Issuer to repay the within Note (or portion thereof specified below) pursuant
to its terms at a price equal to the Optional Repayment Percentage of the
principal amount thereof, together with interest to the Optional Repayment
Date, to the undersigned at

______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________
                          (Please print or typewrite
                     name and address of the undersigned)


               If less than the entire principal amount of the within Note is
to be repaid, specify the portion thereof which the holder elects to have
repaid:  _____________; and specify the denomination or denominations (which
shall not be less than the minimum authorized denomination) of the Notes to be
issued to the holder for the portion of the within Note not being repaid (in
the absence of any such specification, one such Note will be issued for the
portion not being repaid):  ______________________.



Dated:___________________    _________________________________________________



                                  SCHEDULE A

                 EXCHANGES FROM TEMPORARY GLOBAL DEALER NOTE,
                          REDEMPTIONS AND REPAYMENTS


               The initial principal amount of this Note is ____________.  The
following (A) exchanges of portions of a Temporary Global Bearer Note for an
interest in this Note or (B) (x) redemptions at the option of the Issuer or
(y) repayments at the option of the holder have been made:



                                                                                        Remaining Principal
                      Principal Amount                                                  Amount Outstanding
                      Exchanged From     Principal Amount       Principal Amount       Following Such         Notation Made by or
Date of Redemption,   Temporary Global   Redeemed at the        Repaid at the option   Redemption or          on Behalf of Paying
or Repayment          Note               option of the Issuer   of the Holder          Repayment              Agent
- -------------------   ----------------   --------------------   --------------------   --------------------   --------------------
                                                                                               
___________________   ________________   ____________________   ____________________   ____________________   ____________________
___________________   ________________   ____________________   ____________________   ____________________   ____________________
___________________   ________________   ____________________   ____________________   ____________________   ____________________
___________________   ________________   ____________________   ____________________   ____________________   ____________________
___________________   ________________   ____________________   ____________________   ____________________   ____________________
___________________   ________________   ____________________   ____________________   ____________________   ____________________
___________________   ________________   ____________________   ____________________   ____________________   ____________________
___________________   ________________   ____________________   ____________________   ____________________   ____________________
___________________   ________________   ____________________   ____________________   ____________________   ____________________
___________________   ________________   ____________________   ____________________   ____________________   ____________________
___________________   ________________   ____________________   ____________________   ____________________   ____________________
___________________   ________________   ____________________   ____________________   ____________________   ____________________
___________________   ________________   ____________________   ____________________   ____________________   ____________________
___________________   ________________   ____________________   ____________________   ____________________   ____________________
___________________   ________________   ____________________   ____________________   ____________________   ____________________
___________________   ________________   ____________________   ____________________   ____________________   ____________________
___________________   ________________   ____________________   ____________________   ____________________   ____________________

EX-8.A

                                                              EXHIBIT 8-a

                                        March 29, 1995

Morgan Stanley Group Inc.
1251 Avenue of the Americas
New York, New York  10020

                         Morgan Stanley Group Inc.
                    Global Medium-Term Notes, Series C
                    ----------------------------------

Ladies and Gentlemen:

     We have acted as special tax counsel to Morgan Stanley Group Inc, (the
"Company") in connection with the preparation and filing with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, of a Prospectus Supplement dated March 29, 1995 relating to a
Prospectus dated March 29, 1995 contained in the Company's Registration
Statement on Form S-3 (Registration No. 33-57833) (the "Registration
Statement").

     We are of the opinion that the statements set forth under the caption
"United States Federal Taxation" in the Prospectus Supplement dated March
29, 1995 relating to the Prospectus dated March 29, 1995 and under the
caption "Limitations on Issuance of Bearer Debt Securities and Bearer Debt
Warrants" in the Prospectus dated March 29, 1995, contained in the
Company's Registration Statement, insofar as such statements relate to
statements of law or legal conclusions under the laws of the United States
or matters of United States law, fairly present the information called for
and fairly summarize the matters referred to therein.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                   Very truly yours,

                                   /s/  Shearman & Sterling

PHB/LGZ

EX-8.B

                                                              EXHIBIT 8-b

                                        March 29, 1995

Morgan Stanley Group Inc.
1251 Avenue of the Americas
New York, New York  10020

                         Morgan Stanley Group Inc.
                    Global Medium-Term Notes, Series D
                    Global Medium-Term Notes, Series E
                    ----------------------------------

Ladies and Gentlemen:

     We have acted as special tax counsel to Morgan Stanley Group Inc, (the
"Company") in connection with the preparation and filing with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, of a Prospectus Supplement dated March 29, 1995 relating to a
Prospectus dated March 29, 1995 contained in the Company's Registration
Statement on Form S-3 (Registration No. 33-57833) (the "Registration
Statement").

     We are of the opinion that the statements set forth under the captions
"United Stated Federal Taxation--Foreign Holders" and "United States
Federal Taxation--United States Holders" in the Prospectus Supplement dated
March 29, 1995 and under the caption "Limitations on Issuance of Bearer
Debt Securities and Bearer Debt Warrants" in the Prospectus dated March 29,
1995, contained in the Company's Registration Statement, insofar as such
statements relate to statements of law or legal conclusions under the laws
of the United States or matters of United States law, fairly present the
information called for and fairly summarize the matters referred to therein.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                   Very truly yours,

                                   /s/  Shearman & Sterling

PHB/LGZ