PROSPECTUS dated March 29, 1995              Pricing Supplement No. 1
PROSPECTUS SUPPLEMENT                        to Registration No. 33-57833
Dated March 29, 1995                         May 10, 1995
                                             Rule 424(b)(3)



                           MORGAN STANLEY GROUP INC.
                         MEDIUM - TERM NOTES, SERIES C

Floating Rate Notes Due More Than 9 Months From Date of Issue

Principal Amount:  $150,000,000        Annual Redemption   N/A
                                       Percentage:
                                                           
Maturity Date:     May 18, 1998        Interest Payment    The third
                                       Dates:              Wednesday of
                                                           March, June,
                                                           September and
                                                           December
                                                           
Interest Rate          CD Rate         Interest Reset      The third
Basis:             ---                 Dates:              Wednesday of
                                                           March, June,
                       Commercial                          September and
                   --- Paper Rate                          December
                                                           
                       Federal Funds   Interest Payment    Quarterly
                   --- Rate            Period:
                                                           
                    X  LIBOR           Interest Reset      Quarterly
                   ---                 Period:
                                                           
                       Prime Rate      Interest            Two London banking
                   ---                 Determination       days prior to the
                                       Dates:              Interest Reset
                       Treasury Rate                       Date
                   ---
                                                           
                       Other
                   ---                 Settlement Date:    May 17, 1995
                                       (Original Issue
                                        Date)
Applicability of   Yes                                     
Modified Banking
Day Convention:
                                       Ranking:            Senior
Index Maturity:    3-Month                                 
                                       Calculation Agent:  Chemical Bank
Spread:            + 0.27%                                 
                                       Book Entry Note or  Book Entry
                                       Certified:
Spread Multiplier: N/A                                     
                                       Reporting Service:  Telerate 3750
Maximum Interest   N/A                                     
Rate:
                                       Alternative Rate    N/A
                                       Event Spread:
Minimum Interest   N/A                                     
Rate:
                                       Put/Call Date:      N/A
Initial Repayment  N/A                                     
Date:
                                       Put/Call Price:     N/A
Initial Repayment                                          
Percentage         N/A                 Put/Call            N/A
Reduction:                             Modification:
                                                           
Interest Accrual   May 17, 1995        Initial Interest    June 21, 1995
Date:                                  Reset Date:
                                                           
Initial Interest   To be determined    Initial Redemption  N/A
Rate:              on May 17, 1995     Package:
                                                           
Initial Redemption N/A                                     
Date:
                                                           

 Capitalized terms not defined above have the meanings given to such terms in
                    the accompanying Prospectus Supplement.