PROSPECTUS Dated February 9, 1994                 Pricing Supplement No. 38 to
PROSPECTUS SUPPLEMENT                      Registration Statement No. 33-52007
Dated February 9, 1994                                           March 3, 1995
                                                                Rule 424(b)(3)
                           Morgan Stanley Group Inc.
                          MEDIUM-TERM NOTES, SERIES C
                            Senior Fixed Rate Notes
                           --------------------------


     The Fixed Rate Notes will bear interest from the date of issuance until
the principal amount thereof is paid or made available for payment at the
rates set forth below.

     The Fixed Rate Notes will be redeemable in whole, but not in part, at the
option of Morgan Stanley Group Inc. with 30 calendar days notice on any
Interest Payment Date on or after March 24, 1997.

Principal
  Amount:  $25,000,000                      Redemption         Redeemable in
                                              Dates:           whole, but not
Maturity                                                       in part, at the
  Date:    March 24, 2005                                      option of Morgan
                                                               Stanley Group
Interest                                                       Inc. with 30
  Rate:    as set forth beside                                 calendar days
           the applicable                                      notice on any
           Interest Payment                                    Interest Payment
           Dates below:                                        Date on or
                                                               after March 24,
                                                               1997
                                 Interest
                                 Rate
           Interest              (per       Redemption
           Payment Date          annum)      Percentage:       100%
           ------------          --------

           September 24, 1995               Annual Redemption
           and March 24, 1996    8.00%        Percentage
                                              Reduction:       N/A
           September 24, 1996
           and March 24, 1997    8.00%      Interest Payment
                                              Period:          Semi-annual
           September 24, 1997
           and March 24, 1998    8.10%      Specified
                                              Currency:        U.S. Dollars

           September 24, 1998               Issue Price:       100%
           and March 24, 1999    8.20%
                                            Settlement
           September 24, 1999                 (Original
           and March 24, 2000    8.30%        Issue Date):     March 24, 1995

           September 24, 2000               Book Entry
           and March 24, 2001    8.40%        Note or
                                              Certificated
                                              Note:            Book Entry Note

           September 24, 2001               Senior Note or
           and March 24, 2002    8.50%        Subordinated
                                              Note:            Senior Note

           September 24, 2002               Total Amount
           and March 24, 2003    8.60%        of OID:          N/A

                                            Original Yield
           September 24, 2003                 to Maturity:     8.40%
           and March 24, 2004    9.00%
                                            Initial Accrual
           September 24, 2004                 Period OID:      N/A
           and March 24, 2005    10.00%
                                            Trustee:           Chemical Bank
Interest
  Accrual
  Date:    March 24, 1995                   Additional Terms:
                                             Minimum
                                             Denominations:    $1,000
                                             Interest Payment
                                             Dates:            Each March 24
                                                                 and September
                                                                 24, commencing
                                                                 September 24,
                                                                 1995

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

                           MORGAN STANLEY & CO.
                               Incorporated