PROSPECTUS Dated May 1, 1996                      Pricing Supplement No. 35 to
PROSPECTUS SUPPLEMENT                     Registration Statement No. 333-01655
Dated May 2, 1996                                        Dated August 29, 1996
                                                                Rule 424(b)(3)

                           Morgan Stanley Group Inc.
                      GLOBAL MEDIUM-TERM NOTES, SERIES D
           Euro Floating Rate Senior Bearer Notes Due September 2001

The Global Medium-Term Notes, Series D (Euro Floating Rate Senior Bearer Notes
Due September 2001) 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 Global Medium-Term Notes, Series D of the Company, including the Notes,
have been listed on the London Stock Exchange Limited (the "London Stock
Exchange").

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. $5,000,000


MATURITY DATE:
September 20, 2001; provided that if such day is not a Business Day, the
interest and principal payment due on such day will be made on the next
succeeding day that is a Business Day, and no interest shall accrue for the
period from and after the Maturity Date.


SETTLEMENT AND ISSUE DATE:
September 20, 1996


ISSUE PRICE:  100.00%

REDEMPTION PERCENTAGE AT MATURITY: 100.00%

SPECIFIED CURRENCY:
U.S. Dollars


BASE RATE: LIBOR


INDEX MATURITY:
6 months


SPREAD (PLUS OR MINUS):
Plus 0.40% per annum


ALTERNATE RATE EVENT
SPREAD:  N/A


SPREAD MULTIPLIER:  N/A


COMMON CODE: 6931405

ISIN: XS0069314051




INTEREST ACCRUAL DATE:
September 20, 1996


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


INITIAL INTEREST RESET
DATE:
March 20, 1997; 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.


MAXIMUM INTEREST RATE:
9.00%

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


INTEREST PAYMENT DATES:
Each March 20 and September 20, commencing March 20, 1997 (each an "Interest
Payment Date"); provided that if any such day (other than the Maturity Date)
is not a Business Day, such Interest Payment Date will be the next succeeding
day that is a Business Day.


INTEREST PAYMENT PERIOD:
Semi-annually


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: The Chase Manhattan Bank

PAYING AGENT: The Chase Manhattan Bank

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

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

                             Morgan Stanley & Co.
                                International