Amendment No. 1 to
PROSPECTUS Dated May 1, 1996                      Pricing Supplement No. 13 to
PROSPECTUS SUPPLEMENT                     Registration Statement No. 333-01655
Dated May 2, 1996                                           Dated June 7, 1996
                                                                Rule 424(b)(3)

                           Morgan Stanley Group Inc.
                      GLOBAL MEDIUM-TERM NOTES, SERIES E
             Euro Floating Rate Senior Bearer Notes Due March 1999

The Global Medium-Term Notes, Series E (Euro Floating Rate Senior Bearer Notes
Due March 1999) described in this Pricing Supplement (the "Notes") will mature
on the Maturity Date.  The Notes will not be redeemable at the option of
Morgan Stanley Group Inc. prior to the Maturity Date other than under the
circumstances described under "Description of Notes - Tax Redemption" in the
accompanying Prospectus Supplement.

The Notes will be issued only in bearer form, which form is further described
under "Description of Notes - Forms, Denominations, Exchange and Transfer" in
the accompanying Prospectus Supplement.  Notes in bearer form will not be
exchangeable at any time for Notes in registered form at the option of the
holder.

The Notes are further described under "Description of Notes - Floating Rate
Notes" in the accompanying Prospectus Supplement, except that to the extent
the terms described below are inconsistent with such description, the terms
described below shall control.

PRINCIPAL AMOUNT:
U.S. $44,000,000


MATURITY DATE:
March 29, 1999; provided that if such day
is not a Business Day, the Maturity Date
will be the next succeeding day that is a
Business Day, unless such succeeding
Business Day falls in the next succeeding
calendar month, in which case the Maturity
Date will be the immediately preceding day
that is a Business Day.


SETTLEMENT AND ISSUE DATE:
June 27, 1996


ISSUE PRICE:  100.174%

REDEMPTION PERCENTAGE AT
MATURITY: 100.00%

SPECIFIED CURRENCY:
U.S. Dollars


BASE RATE: LIBOR


INDEX MATURITY:
3 months


SPREAD (PLUS OR MINUS):
Plus 0.14% per annum


ALTERNATE RATE EVENT
SPREAD:  N/A


SPREAD MULTIPLIER:  N/A


COMMON CODE: 6716008
ISIN: XS0067160084


INTEREST PAYMENT DATES:
Each March 27, June 27, September 27 and
December 27, commencing September 27,
1996 through December 27, 1998 and
March 29, 1999 (each an"Interest Payment
Date"); provided that if any such day is not
a Business Day, such Interest Payment Date
will be the next succeeding day that is a
Business Day, unless such succeeding
Business Day falls in the next succeeding
calendar month, in which case such Interest
Payment Date will be the immediately
preceding day that is a Business Day.


INTEREST PAYMENT PERIOD:
Quarterly


INTEREST RESET PERIODS:
The period from and including an Interest
Reset Date to but excluding the immediately
succeeding Interest Reset Date.


INTEREST RESET DATES:
Each Interest Payment Date

CALCULATION AGENT: Chemical Bank,
N.A.

PAYING AGENT: Chemical Bank, N.A.



INDEX CURRENCY:
U.S. Dollars


TOTAL AMOUNT OF OID:
None


ORIGINAL YIELD TO MATURITY:
N/A


INITIAL ACCRUAL PERIOD OID:
N/A


DENOMINATIONS:
U.S. $1,000,000

INTEREST ACCRUAL DATE:
June 27, 1996


INITIAL INTEREST RATE:
To be determined 2 London Banking Days
prior to the date of issuance


INITIAL INTEREST RESET
DATE:
September 27, 1996; provided that if such
day is not a Business Day, such Initial
Interest Reset Date will be the next
succeeding day that is a Business Day,
unless such succeeding Business Day falls in
the next succeeding calendar month, in
which case such Initial Interest Reset Date
will be the immediately preceding day that
is a Business Day.


MAXIMUM INTEREST RATE:
N/A

MINIMUM INTEREST RATE:
N/A



INITIAL REDEMPTION DATE:
N/A


INITIAL REDEMPTION PERCENTAGE:
N/A


ANNUAL REDEMPTION PERCENTAGE
REDUCTION:  N/A


OPTIONAL REPAYMENT DATE(S):
N/A


REPORTING SERVICE:
TELERATE 3750


The Company has agreed to sell to the managers (the "Managers") named below
and such Managers, acting severally but not jointly, have agreed to purchase,
at a Purchase Price of 99.974%, an aggregate of U.S. $44,000,000 principal
amount of the Notes.  The Managers propose to offer the Notes directly to
investors initially at the Issue Price set forth on the cover page hereof.
After the initial offering of the Notes, the offering price and other selling
terms may from time to time be varied by the Managers.

Recent Developments - Legal Proceedings:

   On June 11, 1996, an adversary proceeding was commenced by Orange County,
California and its Treasurer-Tax Collector against Morgan Stanley in the
United States Bankruptcy Court for the Central District of California in
County of Orange and Moorlach v. Morgan Stanley & Co., Inc.  The adversary
proceeding is related to Orange County's Chapter 9 bankruptcy proceeding
pending before the same court.  The complaint asserts that Orange County,
acting through its former Treasurer-Tax Collector, entered into various reverse
repurchase agreements and other transactions with Morgan Stanley which were
beyond the County's authority or ultra vires and, therefore, void.  The
complaint also asserts that Morgan Stanley allowed Orange County to enter into
unsuitable transactions.  In addition, the complaint alleges that Morgan
Stanley violated the automatic stay provisions of the Bankruptcy Code when it
liquidated the County's collateral and closed out certain reverse repurchase
transactions subsequent to the County's December 6, 1994 bankruptcy filing.
The complaint asserts claims based on ultra vires, setoff, equitable
subordination, restitution, enforcement of the automatic stay, avoidance of
post-petition transfers and negligence and seeks compensatory damages in an
unspecified amount, declaratory and injunctive relief, restitution, interest,
various costs and attorney's fees.

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

                             Morgan Stanley & Co.
                                International

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