PROSPECTUS Dated March 29, 1995                    Pricing Supplement No. 4 to
PROSPECTUS SUPPLEMENT                      Registration Statement No. 33-57833
Dated March 29, 1995                                              June 6, 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 June 15, 1997.

                                                                                       
Principal Amount:       $30,000,000                                      Redemption Dates:         Redeemable in whole,
                                                                                                   but not in part, at the
Maturity Date:          June 15, 2007                                                              option of Morgan
                                                                                                   Stanley Group Inc.
Interest Rate:          as set forth beside the                                                    with 30 calendar days
                        applicable Interest                                                        notice on any Interest
                        Payment Date below:                                                        Payment Date on or
                                                                                                   after June 15, 1997
                        Interest                     Interest Rate       Redemption
                        Payment Date                 (per annum)           Percentage:             100%
                        -----------------            -------------
                        December 15, 1995                                Annual Redemption
                        and June 15, 1996            7.00%                 Percentage
                                                                           Reduction:              N/A
                        December 15, 1996
                        and June 15, 1997            7.10%               Interest Payment
                                                                           Period:                 Semi-annual
                        December 15, 1997
                        and June 15, 1998            7.20%               Specified Currency:       U.S. Dollars

                        December 15, 1998                                Issue Price:              100%
                        and June 15, 1999            7.30%
                                                                         Settlement Date
                        December 15, 1999                                  (Original Issue
                        and June 15, 2000            7.40%                 Date):                  June 15, 1995

                        December 15, 2000                                Book Entry Note or
                        and June 15, 2001            7.50%                 Certificated Note:      Book Entry Note

                        December 15, 2001                                Senior Note or
                        and June 15, 2002            7.60%                 Subordinated Note:      Senior Note

                        December 15, 2002                                Total Amount of OID:      N/A
                        and June 15, 2003            7.70%
                                                                         Original Yield to
                        December 15, 2003                                  Maturity:               N/A
                        and June 15, 2004            7.80%
                                                                         Initial Accrual
                        December 15, 2004                                  Period OID:             N/A
                        and June 15, 2005            8.00%
                                                                         Trustee:                  Chemical Bank
                        December 15, 2005
                        and June 15, 2006            8.50%               Additional Terms:
                                                                           Interest Payment
                        December 15, 2006                                   Dates:                 Each December 15
                        and June 15, 2007            9.00%                                          and June 15,
Interest Accrual                                                                                    commencing
  Date:                 June 15, 1995                                                               December 15, 1995



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

                             MORGAN STANLEY & CO.
                                 Incorporated