PROSPECTUS Dated May 1, 1996                      Pricing Supplement No. 20 to
PROSPECTUS SUPPLEMENT                     Registration Statement No. 333-01655
Dated May 1, 1996                                                 July 8, 1996
                                                                Rule 424(b)(3)


                           Morgan Stanley Group Inc.
                          MEDIUM-TERM NOTES, SERIES C
                            Senior Fixed Rate Notes



     The Fixed Rate Notes, as further described below and in the Prospectus
Supplement under "Description of Notes --  Fixed Rate Notes," will bear
interest from the date of issuance until the principal amount thereof is paid
or made available for payment at the rate set forth below.

     The Fixed Rate Notes will be redeemable in whole, but not in part, at the
option of Morgan Stanley Group Inc. upon 30 to 35 calendar days notice on any
July 22 or January 22, commencing July 22, 1998.

                                                                 


Principal Amount:      $15,000,000                Redemption              100%
                                                    Percentage:
Maturity Date:         July 22, 2011
                                                  Annual Redemption
Interest Rate:         8.05% per annum              Percentage            N/A
                                                    Reduction:
Interest Accrual
  Date:                July 22, 1996              Interest Payment        Monthly
                                                    Period:
Interest Payment                                                          U.S. Dollars
  Dates:               The 22nd day of each       Specified Currency:
                       month, commencing                                  100%
                       August 22, 1996            Issue Price:

Redemption Dates:      Redeemable in whole,       Settlement Date
                       but not in part, at the      (Original Issue       July 22, 1996
                       option of Morgan             Date):
                       Stanley Group Inc.
                       upon 30 to 35 calendar     Book Entry Note or      Book Entry Note
                       days notice on any July      Certificated Note:
                       22 or January 22,
                       commencing July 22, 1998   Senior Note or          Senior Note
                                                    Subordinated Note:

                                                  Total Amount of OID:    N/A

                                                  Original Yield to
Minimum                $1000                        Maturity:             N/A
  Denomination:
                                                  Initial Accrual
                                                    Period OID:           N/A

                                                  Trustee:                Chemical Bank




Other Provisions:
Recent Developments - Legal Proceedings: On June 11, 1996, an adversary
                      proceeding was commenced by Orange County, California
                      and its Treasurer-Tax Collector against Morgan Stanley
                      in the United States Bankruptcy Court for the Central
                      District of California in County of Orange and
                      Moorlach v. Morgan Stanley & Co., Inc.  The adversary
                      proceeding is related to Orange County's Chapter 9
                      bankruptcy proceeding pending before the same court.
                      The complaint asserts that Orange County, acting
                      through its former Treasurer-Tax Collector, entered
                      into various reverse repurchase agreements and other
                      transactions with Morgan Stanley which were beyond the
                      County's authority or ultra vires and, therefore,
                      void.  The complaint also asserts that Morgan Stanley
                      allowed Orange County to enter into unsuitable
                      transactions.  In addition, the complaint alleges that
                      Morgan Stanley violated the automatic stay provisions
                      of the Bankruptcy Code when it liquidated the County's
                      collateral and closed out certain reverse repurchase
                      transactions subsequent to the County's December 6,
                      1994 bankruptcy filing.  The complaint asserts claims
                      based on ultra vires, setoff, equitable subordination,
                      restitution, enforcement of the automatic stay,
                      avoidance of post-petition transfers and negligence
                      and seeks compensatory damages in an unspecified
                      amount, declaratory and injunctive relief,
                      restitution, interest, various costs and attorney's
                      fees.


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

                             MORGAN STANLEY & CO.
                                 Incorporated