PROSPECTUS Dated May 1, 1996                       Pricing Supplement No. 4 to
PROSPECTUS SUPPLEMENT                     Registration Statement No. 333-01655
Dated May 2, 1996                                           Dated May 14, 1996
                                                                Rule 424(b)(3)
                           Morgan Stanley Group Inc.
                      GLOBAL MEDIUM-TERM NOTES, SERIES E
                   Euro Floating Rate Senior Notes Due 2000

The Global Medium-Term Notes, Series E (Euro Floating Rate Senior Bearer Notes
Due 2000), 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.

Interest will be calculated using an actual/360 interest factor as described
in the accompanying Prospectus Supplement under "Description of Notes -
Floating Rate Notes"; provided that following any Swap Rate Inversion (as
defined below) interest shall be calculated using a 30/360 interest factor as
described in the accompanying Prospectus Supplement under "Description of
Notes - Fixed Rate Notes."  For additional information on the Notes, see
"Description of Notes - Floating Rate Notes" in the accompanying Prospectus
Supplement.


                                                    
PRINCIPAL AMOUNT:                                      Supplement.  See "Description of Notes -- Fixed
  YEN 5,000,000,000                                    Rate Notes."

MATURITY DATE:  May 30, 2000 or if                     The "2 Year Yen Swap Rate" means the 2 year
  such day is not a Business Day the                   Yen Swap Rate (mid) as displayed on Telerate
  next succeeding Business Day                         17147 at 10:00 A.M., Tokyo time, on the relevant
                                                       Swap Determination Date, as determined by the
DATE OF ISSUANCE AND                                   Swap Calculation Agent.
  SETTLEMENT DATE:  May 30, 1996
                                                       The "7 Year Yen Swap Rate" means the 7 year
ISSUE PRICE:  100.00%                                  Yen Swap Rate (mid) as displayed on Telerate
                                                       17147 at 10:00 A.M., Tokyo time, on the relevant
SPECIFIED CURRENCY:                                    Swap Determination Date, as determined by the
  Japanese Yen                                         Swap Calculation Agent.

BASE RATE:  LIBOR                                      If either the 2 Year Yen Swap Rate or the 7
                                                       Year Yen Swap Rate do not appear on Telerate
INDEX MATURITY:  Three Months                          Page 17147 or if such Telerate Page is no
                                                       longer available, the 2 Year Yen Swap Rate or
SPREAD (PLUS OR MINUS):                                the 7 Year Yen Swap Rate, or both, shall be
  Plus 0.34% per annum                                 replaced by rates for a two-year and a seven-year
                                                       interest rate swap transaction, respectively,
                                                       in Japanese yen as determined by the Swap
ALTERNATE RATE EVENT                                   Calculation Agent at 10:00 A.M., Tokyo time,
  SPREAD:  N/A                                         on the relevant Swap Determination Date.
                                                       Notwithstanding any other provision to the
SPREAD MULTIPLIER:  N/A                                contrary, interest on the Notes will continue to
                                                       accrue to, but will exclude, the Maturity Date,
COMMON CODE: 6646735                                   and will cease to accrue thereafter.
ISIN: XS0066467357
                                                       INTEREST ACCRUAL DATE:  May 30, 1996
OTHER PROVISIONS:
Swap Calculation Agent:  Morgan Stanley                INITIAL INTEREST RATE:
  Capital Services Inc.                                  To be determined on the second London
                                                         Banking Day preceding the Date of Issuance
If, as determined by the Swap Calculation Agent,
on the second Business Day immediately preceding       INITIAL INTEREST RESET
any Interest Payment Date (a "Swap Determination         DATE:  August 30, 1996
Date") the 2 Year Yen Swap Rate (as defined
below) exceeds the 7 Year Yen Swap Rate (as            MAXIMUM INTEREST RATE:  N/A
defined below)(any such occurrence being referred
to herein as a "Swap Rate Inversion"), then the        MINIMUM INTEREST RATE:  N/A
interest rate in effect commencing on and including
such Interest Payment Date to the Maturity Date        INITIAL REDEMPTION DATE:  N/A
hereof shall be 2.90% and, except as otherwise
provided in this Pricing Supplement, the terms
applicable to the Notes shall be those applicable to
Fixed Rate Notes  as described in the  Prospectus




INITIAL REDEMPTION PERCENTAGE:
    N/A

ANNUAL REDEMPTION PERCENTAGE
  REDUCTION:  N/A

OPTIONAL REPAYMENT DATE(S):
   N/A

REPORTING SERVICE:
  TELERATE PAGE 3750

CALCULATION AGENT:  Chemical Bank

INDEX CURRENCY:  Japanese Yen

TOTAL AMOUNT OF OID:  None

ORIGINAL YIELD TO MATURITY:
  N/A

INITIAL ACCRUAL PERIOD OID:
  N/A

DENOMINATIONS:  YEN 100,000,000

INTEREST PAYMENT DATES:  Each
  February 28, May 30, August 30, November 30,
  commencing August 30, 1996 (each an "Interest
  Payment Date") or if any such day is not a
  Business Day the next succeeding Business Day.

INTEREST PAYMENT PERIOD:  uarterly

INTEREST RESET PERIODS:  The first Interest
Reset Period will be the period from and including
August 30, 1996 to but excluding the immediately
succeeding Interest Payment Date.  Thereafter, the
Interest Reset Periods will be the periods from and
including an Interest Payment Date to but excluding
the immediately succeeding Interest Payment Date.

INTEREST RESET DATES:
Each Interest Payment Date prior to any Swap Rate
Inversion.


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

                           MORGAN STANLEY & CO.
                           International Limited