_____________________________________________________________________________


                      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):  January 5, 1996



                           MORGAN STANLEY GROUP INC.
            (Exact name of registrant as specified in its charter)



       Delaware                    1-9085                     13-2838811

(State or other jurisdiction     (Commission                 (IRS Employer
of incorporation)                File Number)              Identification No.)


                    1585 Broadway, New York, New York 10036
          (Address of principal executive offices including zip code)


      Registrant's telephone number, including area code: (212) 761-4000

_____________________________________________________________________________



Item 7(c).  Exhibits

  8.1          Tax Opinion of Davis Polk & Wardwell, dated January 5, 1996,
               relating to the registrant's Mandatorily Exchangeable Notes due
               June 15, 1998, mandatorily exchangeable for shares of common
               stock of AirTouch Communications, Inc., as described in Pricing
               Supplement No. 29 dated January 5, 1996 to the Prospectus
               Supplement dated March 29, 1995 and the Prospectus dated March
               29, 1995 related to Registration Statement No. 33-57833.






                                  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 thereunto duly authorized.

                                             MORGAN STANLEY GROUP INC.
                                             Registrant



                                             /s/  Patricia A. Kurtz
                                             _________________________
                                                  Patricia A. Kurtz
                                                  Assistant Secretary


Date:    January 12, 1996



                               Index to Exhibits
                               -----------------

Exhibit No.          Description
- -----------          -----------

   8.1               Tax Opinion of Davis Polk & Wardwell, dated January 5,
                     1996, relating to the registrant's Mandatorily
                     Exchangeable Notes due June 15, 1998, mandatorily
                     exchangeable for shares of common stock of AirTouch
                     Communications, Inc., as described in Pricing Supplement
                     No. 29 dated January 5, 1996 to the Prospectus Supplement
                     dated March 29, 1995 and the Prospectus dated March 29,
                     1995 related to Registration Statement No. 33-57833.




                                                                Exhibit 8.1

                           DAVIS POLK & WARDWELL
                           450 LEXINGTON AVENUE
                         NEW YORK, NEW YORK 10017


                                (212) 450-4571


                                                       January 5, 1996



Morgan Stanley Group Inc.
1585 Broadway
New York, NY 10036


         Re:  Morgan Stanley Group Inc. Mandatorily
              Exchangeable Notes Due June 15, 1998
              _____________________________________

Dear Sirs:

         We have acted as special tax counsel for Morgan Stanley Group Inc.
(the "Company") in connection with the issuance of the Company's $28,031,250
aggregate principal amount of Mandatorily Exchangeable Notes due June 15,
1998, mandatorily exchangeable for shares of common stock of AirTouch
Communications, Inc. (the "Notes").  In our opinion, the discussion set forth
under the caption "United States Federal Taxation" in the pricing supplement
dated January 5, 1996 relating to the Notes (the "Pricing Supplement"), to the
extent such discussion contains legal conclusions, constitutes an accurate
statement of current United States Federal income tax law, subject to the
limitations noted in such discussion or incorporated therein by reference.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement relating to the offering of the Notes.  We also consent
to the use of our name under the caption "United States Federal Taxation" in
the Pricing Supplement.

                                 Very truly yours,


                                 Davis Polk & Wardwell