PROSPECTUS Dated May 1, 1996              Pricing Supplement No. 56 to
Dated May 1, 1996                         PROSPECTUS SUPPLEMENT
                                          Registration Statement No. 333-01655
                                          December 6, 1996
                                          Rule 424(b)(3)

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


               The Medium-Term Notes, Series C (Senior Floating Rate Notes)
described in this Pricing Supplement (the "Notes") will mature on the Maturity
Date and will not be redeemable at the option of Morgan Stanley Group Inc.
prior to the Maturity Date.  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: $33,000,000

Maturity Date:          December 11, 2001; provided that if such day is not a
                        Business Day, the payment of principal and interest
                        will be made on the next succeeding Business Day,
                        and no interest on such payment shall accrue for
                        the period from and after the Maturity Date

Interest Accrual
  Date:                 December 11, 1996

Interest Payment
  Dates:                Each March 11, June 11, September 11 and December 11,
                        commencing March 11, 1997.  If any such day (other
                        than the Maturity Date) is not a Business Day, such
                        Interest Payment Date will be the next succeeding
                        Business Day, except that if such Business Day is
                        in the next succeeding calendar month, such
                        Interest Payment Date shall be the next preceding
                        day that is a Business Day

Initial Interest Rate:  5.73516%

Base Rate:              LIBOR

Index Maturity:         3 Months

Spread (Plus or Minus): Plus 0.20%

Minimum
  Denomination:         $1,000


Interest Payment
  Period:               Quarterly

Specified Currency:     U.S. Dollars

Issue Price:            100%

Settlement Date
  (Original Issue
  Date):                December 11, 1996

Initial Interest Reset
  Date:                 March 11, 1997 or if such day is not a Business
                        Day, the next succeeding Business Day, except that
                        if such Business Day is in the next succeeding
                        calendar month, such Initial Interest Reset Date
                        shall be the next preceding day that is a Business
                        Day

Interest Reset Dates:   Same as Interest
                        Payment Dates

Interest Reset Period:  Quarterly

Interest Determination
  Dates:                Two London Banking Days prior to each Interest
                        Reset Date

Reporting Service:      Telerate (Page 3750)

Book Entry Note or
  Certificated Note:    Book Entry Note

Senior Note or
  Subordinated Note:    Senior Note

Calculation Agent:      The Chase Manhattan Bank

CUSIP:                  61745EJE2




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

                             MORGAN STANLEY & CO.
                                 Incorporated