PROSPECTUS Dated March 29, 1995                   Pricing Supplement No. 12 to
PROSPECTUS SUPPLEMENT                      Registration Statement No. 33-57833
Dated March 29, 1995                             August 2, 1995 Rule 424(b)(3)

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

The Global Medium-Term Notes, Series D (Euro Floating Rate Senior Bearer Notes
Due August 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. 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:                        INTEREST ACCRUAL DATE:           INTEREST PAYMENT DATES:
  U.S.$250,000,000                         August 22, 1995                  Interest will be payable quarterly in
                                                                            arrears on each day (each an
                                                                            "Interest Payment Date") that
MATURITY DATE:                           INITIAL INTEREST RATE:             corresponds numerically to the
  The Interest Payment Date in           To be determined 2 London          preceding Interest Payment Date (or
  August 1998                            Banking Days prior to              in the case of the first Interest
                                         the date of issuance               Payment Date, the date of issuance)
                                                                           in the calendar month that is three
SETTLEMENT AND DATE OF                                                      months after the previous Interest
ISSUANCE:                                INITIAL INTEREST RESET            Payment Date (or in the case of the
  August 22, 1995                        DATE:                             first Interest Payment Date, the date
                                           The Interest Payment            of issuance) or if there is not any such
                                           Date next succeeding             numerically corresponding date in
                                           August 22, 1995                  such calendar month, the Interest
ISSUE PRICE:                                                                Payment Date shall be the last day
  99.837%                                                                   that is a Business Day in that month.
                                         MAXIMUM INTEREST RATE:             In either case, if such date is not a
SPECIFIED CURRENCY:                        N/A                              Business Day then the Interest
  U.S. Dollars                                                              Payment Date will be the next day
                                                                            which is a Business Day unless it
                                         MINIMUM INTEREST RATE:             would thereby fall into the next
BASE RATE:  LIBOR                          N/A                              calendar month in which case it will
                                                                            be brought forward to the first
                                                                            preceding Business Day.
INDEX MATURITY:  3 Months                INITIAL REDEMPTION DATE:           If any Interest Payment Date falls on
                                           N/A                              the last Business Day of any month,
                                                                            each subsequent Interest Payment
SPREAD (PLUS OR MINUS):                                                     Date shall be the last Business
  Plus 0.20% per annum                   INITIAL REDEMPTION                 Day of the relevant month.
                                         PERCENTAGE:  N/A

ALTERNATE RATE EVENT                                                      INTEREST RESET PERIODS:
SPREAD:  N/A                             ANNUAL REDEMPTION                  The period from and including an
                                         PERCENTAGE REDUCTION:  N/A         Interest Payment Date to but
                                                                           excluding the immediately succeeding
SPREAD MULTIPLIER:  N/A                                                    Interest Payment Date.
                                         OPTIONAL REPAYMENT DATE(S):
                                           N/A                            INTEREST RESET DATES:
COMMON CODE: 5942225                                                        Each Interest Payment Date
ISIN:  XS0059422252
                                         REFERENCE SCREEN:
                                           TELERATE 3750                  CALCULATION AGENT:
                                                                            Chemical Bank, N.A. (London
                                                                           branch)


                                                                          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. $10,000 or $100,000



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

   Subject to the terms and conditions set forth or incorporated by reference
in a Terms Agreement dated as of August 8, 1995 between the Company and the
underwriters named below (the "Managers"), the Company has agreed to sell, and
the Managers have agreed to purchase, severally but not jointly, at a Purchase
Price of 99.637%, an aggregate of U.S. $250,000,000 principal amount of the
Notes.  The Purchase Price equals the Issue Price to the public of the Notes
less a selling concession of .075%, and a combined management and underwriting
commission of .125% of the principal amount of the Notes.  After the initial
offering of the Notes, the offering price and other selling terms may from
time to time be varied by the Managers.

   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.

                             Morgan Stanley & Co.
                                 International


ABN AMRO Hoare Govett                            Chase Investment Bank Limited
Chemical Investment Bank Limited                    Citibank International plc
Goldman Sachs International                                       HSBC Markets
Merrill Lynch International Limited       Mitsubishi Finance International plc
PaineWebber International (UK) Ltd.           Sumitomo Trust International plc
UBS Limited


   The Managers propose to offer the Notes directly to investors initially at
the issue price set forth on the cover page hereof.