Amendment No. 1 dated May 30, 1996
PROSPECTUS Dated May 1, 1996                   to 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:                              ANNUAL REDEMPTION PERCENTAGE
  YEN 5,000,000,000                              REDUCTION:  N/A

MATURITY DATE:  May 30, 2000                   OPTIONAL REPAYMENT DATE(S):
                                                  N/A
DATE OF ISSUANCE AND
  SETTLEMENT DATE:  May 30, 1996               REPORTING SERVICE:
                                                 TELERATE PAGE 3750
ISSUE PRICE:  100.00%
                                               CALCULATION AGENT:  Chemical Bank
SPECIFIED CURRENCY:
  Japanese Yen                                 INDEX CURRENCY:  Japanese Yen

BASE RATE:  LIBOR                              TOTAL AMOUNT OF OID:  None

INDEX MATURITY:  Three Months                  ORIGINAL YIELD TO MATURITY:
                                                N/A
SPREAD (PLUS OR MINUS):
  Plus 0.34% per annum                         INITIAL ACCRUAL PERIOD OID:
                                                N/A
ALTERNATE RATE EVENT
  SPREAD:  N/A                                 DENOMINATIONS:  YEN 100,000,000

SPREAD MULTIPLIER:  N/A                        INTEREST PAYMENT DATES:  Each
                                                February 28, May 30, August 30, November 30,
COMMON CODE: 6646735                            commencing August 30, 1996 (each an "Interest
ISIN: XS0066467357                              Payment Date"); provided that if any Interest
                                                Payment Date falls on a day that is not a Business
INTEREST ACCRUAL DATE:  May 30, 1996            Day, the interest payment (the amount of which
                                                shall not be altered by such eventuality) shall be
INITIAL INTEREST RATE:                          postponed to the next day that is a Business Day,
  To be determined on the second London         and no interest on such payment shall accrue for
  Banking Day preceding the Date of             the period from and after such Interest Payment
  Issuance                                      Date.

INITIAL INTEREST RESET
  DATE:  August 30, 1996                       INTEREST PAYMENT PERIOD:  Quarterly

MAXIMUM INTEREST RATE:  N/A                    INTEREST RESET PERIODS:  The first Interest
                                                Reset Period will be the period from and including
MINIMUM INTEREST RATE:  N/A                     August 30, 1996 to but excluding the immediately
                                                succeeding Interest Payment Date.  Thereafter, the
INITIAL REDEMPTION DATE:  N/A                   Interest Reset Periods will be the periods from and
                                                including an Interest Payment Date to but excluding
INITIAL REDEMPTION PERCENTAGE:                  the immediately succeeding Interest Payment Date.
    N/A
                                               INTEREST RESET DATES:  Each Interest Payment
                                                Date prior to any Swap Rate Inversion.




OTHER PROVISIONS:
Swap Calculation Agent:  Morgan Stanley
 Capital Services Inc.

 If, as determined by the Swap Calculation Agent,
 on the second Business Day immediately pre-
 ceding any Interest Payment Date (a "Swap
 Determination Date") the 2 Year Yen Swap Rate
 (as defined below) exceeds the 7 Year Yen Swap
 Rate (as defined below)(any such occurrence being
 referred to herein as a "Swap Rate Inversion"),
 then the interest rate in effect commencing on and
 including such Interest Payment Date to the
 Maturity Date 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 Supplement.  See "Description of
 Notes -- Fixed Rate Notes."

 The "2 Year Yen Swap Rate" means the 2 year
 Yen Swap Rate (mid) as displayed on Telerate
 17143 at 10:00 A.M., Tokyo time, on the relevant
 Swap Determination Date, as determined by the
 Swap Calculation Agent.

 The "7 Year Yen Swap Rate" means the 7 year
 Yen Swap Rate (mid) as displayed on Telerate
 17143 at 10:00 A.M., Tokyo time, on the relevant
 Swap Determination Date, as determined by the
 Swap Calculation Agent.

 If either the 2 Year Yen Swap Rate or the 7
 Year Yen Swap Rate do not appear on Telerate
 Page 17143 or if such Telerate Page is no
 longer available, the 2 Year Yen Swap Rate or
 the 7 Year Yen Swap Rate, or both, shall be
 replaced by rates for a two-year and a seven-year
 interest rate swap transaction, respec-
 tively, in Japanese yen as determined by the
 Swap Calculation Agent at 10:00 A.M., Tokyo
 time, on the relevant Swap Determination
 Date.

 Notwithstanding any other provision to the
 contrary, interest on the Notes will continue to
 accrue to, but will exclude, the Maturity Date,
 and will cease to accrue thereafter.



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

                             MORGAN STANLEY & CO.
                             International Limited