PROSPECTUS Dated May 1, 1996                      Pricing Supplement No. 28 to
PROSPECTUS SUPPLEMENT                     Registration Statement No. 333-01655
Dated May 1, 1996                                                July 30, 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
February 15 or August 15, commencing August 15, 1998.


                                                                       
Principal Amount:       $15,000,000                  Redemption                 100%
                                                       Percentage:
Maturity Date:          August 15, 2011
                                                     Annual Redemption
Interest Rate:          8.00% per annum                Percentage               N/A
                                                       Reduction:
Interest Accrual
  Date:                 August 15, 1996              Interest Payment
                                                       Period:                  Semiannually
Interest Payment
  Dates:                The fifteenth day of         Specified Currency:        U.S. Dollars
                        each February and
                        August, commencing           Issue Price:               100%
                        February 15, 1997
                                                     Settlement Date
                                                       (Original Issue
Redemption Dates:       Redeemable in whole,           Date):                   August 15, 1996
                        but not in part, at the
                        option of Morgan             Book Entry Note or
                        Stanley Group Inc.             Certificated Note:       Book Entry Note
                        upon 30 to 35 calendar
                        days notice on any           Senior Note or
                        February 15 or August          Subordinated Note:       Senior Note
                        15, commencing
                        August 15, 1998              Total Amount of OID:       N/A

Minimum                                              Original Yield to
  Denomination:         $1,000                         Maturity:                N/A

                                                     Initial Accrual
                                                       Period OID:              N/A

                                                     Trustee:                   The Chase Manhattan
                                                                                Bank




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