PROSPECTUS Dated March 29, 1995 Amendment No. 1 to Pricing Supplement No. 9 to
PROSPECTUS SUPPLEMENT                      Registration Statement No. 33-57833
Dated March 29, 1995                        Dated July 6, 1995; Rule 424(b)(3)

                           Morgan Stanley Group Inc.
                      GLOBAL MEDIUM-TERM NOTES, SERIES D
                Senior Euro Fixed Rate Notes Due August 4, 1998

The Global Medium-Term Notes, Series D (Senior Euro Fixed Rate Notes Due
August 4, 1998) 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. (the "Company") 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.

The Global Medium-Term Notes, Series D of the Company, including the Notes,
have been listed on The International Stock Exchange of the United Kingdom and
the Republic of Ireland Limited (the "London Stock Exchange"), and application
has been made to list the Notes on the Bourse de Paris (the "Paris Bourse").

The Notes are further described under "Description of Notes - Fixed 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:                    INITIAL REDEMPTION DATE:              APPLICABILITY OF MODIFIED
  FFR 1,500,000,000                    N/A                                 PAYMENT UPON ACCELERATION:
                                                                             N/A
MATURITY DATE:                       INITIAL REDEMPTION
  August 4, 1998                     PERCENTAGE:  N/A                      IF YES, STATE ISSUE PRICE:  N/A

DATE OF ISSUANCE AND                 ANNUAL REDEMPTION                     OPTIONAL REPAYMENT DATE(S):
SETTLEMENT DATE:                     PERCENTAGE REDUCTION:                   N/A
  August 4, 1995                       N/A
                                                                           DENOMINATIONS:
INTEREST ACCRUAL DATE:               INITIAL ACCRUAL PERIOD OID:             FFR 10,000 (30,000 Notes)
  August 4, 1995                       N/A                                   and FFR 100,000 (12,000 Notes)

TOTAL AMOUNT OF OID:                 INTEREST RATE:  7.00%                 SPECIFIED CURRENCY:
  N/A                                                                        French Francs
                                     INTEREST PAYMENT DATES:
ORIGINAL YIELD TO MATURITY:            August 4, 1996,                     CALCULATION AGENT:
  N/A                                  August 4, 1997 and                    N/A
                                       August 4, 1998
ISSUE PRICES:                                                              COMMON CODE:  5883792
  FFR 1,000,000,000: 100.955%        BUSINESS DAYS:
  FFR 500,000,000: 100.905%            New York, Paris                     ISIN:  XS0058837922
  See "Plan of Distribution"
  below.                             EXCHANGE DATE:                        CODE SICOVAM:  19878
                                       40 Days after Date of Issuance
REDEMPTION PRICE:  100.00%             (at the earliest)                   OTHER PROVISIONS:

FISCAL AGENT:
  Chemical Bank N.A.
  (London Branch)

PAYING AGENT:
  Credit Lyonnais



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

                              Morgan Stanley S.A.

Caisse des Depots et Consignations          Credit Lyonnais     Banque Paribas

Banque Nationale de Paris                          Credit Commercial de France
Caisse Nationale de Credit Agricole S.A.                      Societe Generale

ABN Amro Finance S.A.                                   J.P. Morgan & CIE S.A.
Banque Bruxelles Lambert S.A.         Societe de Banques Suisses (FRANCE) S.A.
Compagnie Financiere BZW                                       UBS FRANCE S.A.
Deutsche Bank France SNC

Plan of Distribution:

   On July 6, 1995, the Company agreed to sell to the managers listed in this
Pricing Supplement (the "Managers"), and the Managers agreed to purchase, FFR
1,000,000,000 of the Notes at a net price of 99.58%, which Notes were
reoffered at a price of 99.82%.  Subsequently on July 6, 1995, the Company
agreed to sell to the Managers, and the Managers agreed to purchase, an
additional FFR 500,000,000 of the Notes at a net price of 99.53%, which Notes
were reoffered at a price of 99.77%.  Following such reoffer, remaining Notes
were available to cover overallotments on the initial offering.

   Each Manager has agreed that (i) it has not offered or sold and will not
offer or sell any Notes to persons in the United Kingdom prior to admission of
such Notes to listing in accordance with Part IV of the Financial Services Act
1986 (the "Act"), except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as principal or
agent) for the purposes of their businesses or otherwise in circumstances
which have not resulted and will not result in an offer to the public in the
United Kingdom within the meaning of the Public Offers of Securities
Regulations 1995 or the Act; (ii) it has complied with and will comply with
all applicable provisions of the Act with respect to anything done by it in
relation to the Notes in, from or otherwise involving the United Kingdom; and
(iii) it has only issued or passed on and will only issue or pass on in the
United Kingdom any document received by it in connection with the issue of the
Notes, other than any document which consists of or any part of listing
particulars, supplementary listing particulars or any other document required
or permitted to be published by listing rules under Part IV of the Act, to a
person who is of a kind described in Article 11(3) of the Financial Services
Act 1986 (Investment Advertisements) (Exemptions) Order 1995 or is a person to
whom such document may otherwise lawfully be issued or passed on.

   The Company has undertaken not to offer, directly or indirectly, any Notes
to the public in France.

   Each Manager has represented and agreed that the Notes are being issued
outside France and that, in connection with their initial distribution, it has
not offered or sold and will not offer or sell, directly or indirectly, any
Notes to the public in France, and that it has not distributed and will not
distribute or cause to be distributed to the public in France the Prospectus or
any amendment, supplement or replacement thereto including the Pricing
Supplement or any other offering material relating to the Notes.

   In connection with the issue of the Notes, the documentation will be
available for inspection at the offices of the Paying Agent in France, located
at:

         DOFE Centre Titres Paris
         Secteur RSV
         2 Ter Boulevard Saint Martin
         75010 Paris
         BC 382 01


                            PERSONNES QUI ASSUMENT
                  LA RESPONSABILITE DE LA NOTE D'INFORMATION
                   COMPOSEE DE LA PRESENTE NOTE D'OPERATION
    (PRICING SUPPLEMENT) ET DU DOCUMENT DE BASE (PROSPECTUS ET PROSPECTUS
                                  SUPPLEMENT)


1.  Au nom de l'emetteur

A la connaissance de l'emetteur, les donnees de la presente Note d'Information
sont conformes a la realite et ne comportent pas d'ommission de nature a en
alterer la portee.

Aucun element nouveau, autres que ceux mentionnes dans la presente Note
d'Operation, intervenu depuis

le 27 mars 1995, date du visa no. 95-112 appose par la Commission des
Operations de Bourse sur le Document de Base,

n'est susceptible d'affecter de maniere significative la situation financiere
de l'emetteur dans le contexte de la presente emission.

                           Morgan Stanley Group Inc.

                             /s/ Charles B. Hintz
                           _________________________
                               Charles B. Hintz
                                   Treasurer


2.  Au nom de la banque presentatrice

Personne assumant la responsabilite de la presente Note d'Information.

                              Morgan Stanley S.A.


                           /s/  Martin de Waziers
                            _______________________
                               Martin de Waziers
                              Executive Director


La notice legale sera publiee au Bulletin des Annonces Legales Obligatoires
(BALO) du 2 aout 1995.
La presente Note d'Information ne peut pas etre distribuee en France avant la
date effective de cotation de l'emprunt a la Bourse de Paris et la publicite
legale au BALO.

                VISAS DE LA COMMISSION DES OPERATIONS DE BOURSE

En vue de la cotation a Paris des obligations, et par application des articles
6 et 7 de l'ordonnance no. 67-833 du 28 septembre 1967, la Commission des
Operations de Bourse a enregistre le Document de Base sous le visa no. 95-112
du 27 mars 1995 et a appose sur la presente Note d'Information le visa no.
95-316 du 28 juillet 1995.