SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                                    FORM 8-A


               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR (g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                             ----------------------


                           MORGAN STANLEY GROUP INC.
            -------------------------------------------------------
            (Exact name of registrant as specified in its charter)


             Delaware                                    13-2838811
             --------                                    ----------
    (State or other jurisdiction           (I.R.S. Employer Identification No.)
   of incorporation or organization)

   1251 Avenue of the Americas
        New York, New York                                 10020
        ------------------                                 -----
(Address of principal executive offices)                 (Zip Code)



Securities to be registered pursuant to Section 12(b) of the Act:



TITLE OF EACH CLASS                                                 NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED                                                 EACH CLASS IS TO BE REGISTERED
- ------------------------------------------------------------------  ------------------------------
                                                                 
       8.40% Capital Units, each consisting of (i) an 8.40%         New York Stock Exchange, Inc.
       Subordinated Debenture due August 30, 2015 of Morgan
       Stanley Finance plc, (ii) a full and unconditional
       subordinated guarantee of the Subordinated Debenture by
       Morgan Stanley Group Inc., and (iii) a purchase contract
       issued by Morgan Stanley Group Inc. requiring the holder
       thereof to purchase one Depositary Share, representing
       ownership of a 1/8 interest in a share of Morgan Stanley
       Group Inc.'s 8.40% Cumulative Preferred Stock, without
       par value, stated value $200.00 per share.
 
   Depositary Shares, each representing ownership of a 1/8
 interest in a share of Morgan Stanley Group Inc.'s 8.40%           New York Stock Exchange, Inc.
 Cumulative Preferred Stock, without par value, stated value
 $200.00 per share
- --------------------------------------------------------------------------------------------------

Securities to be registered pursuant to Section 12(g) of the Act:  None

 
                                       2

                  INFORMATION REQUIRED IN REGISTRATION STATEMENT


Item 1.   Description of the Registrant's Securities to be Registered.
          ----------------------------------------------------------- 

(a)  8.40% Capital Units, each consisting of (i) an 8.40% Subordinated
Debenture due August 30, 2015 (the "Subordinated Debenture") of Morgan Stanley
Finance plc ("MS plc"), (ii) a full and unconditional subordinated guarantee of
the Subordinated Debenture by Morgan Stanley Group Inc. (the "Company") and
(iii) a purchase contract issued by the Company requiring the holder thereof to
purchase one depositary share ("Depositary Share"), representing ownership of a
1/8 interest in a share of the Company's 8.40% Cumulative Preferred Stock
("Cumulative Preferred Stock"), without par value, stated value $200.00 per
share. The Capital Units will be governed by a Capital Unit Agreement among the
Company, MS plc, Chemical Bank and the holders from time to time of Capital
Units.

The descriptions of the Capital Units set forth under the captions (i)
"Description of the Capital Units" in the Prospectus dated July 19, 1995 (the
"Prospectus") that is part of the Registrant's Registration Statement on Form S-
3 (Registration No. 33-58611), and (ii) "Certain Characteristics of the Capital
Units" and "Description of the Capital Units" in the Prospectus Supplement dated
July 27, 1995 (the "Prospectus Supplement"), each as filed by the Registrant
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), on
July 17, 1995 and July 28, 1995, respectively, are incorporated herein by
reference.  The description of the Subordinated Debentures set forth under the
caption "Description of Debt Securities of MS plc" in the Prospectus is
incorporated herein by reference.  The section entitled "Certain Tax
Considerations" included in the Prospectus Supplement is incorporated herein by
reference.

(b)  Depositary Shares, each representing ownership of a 1/8 interest in a share
of the Company's Cumulative Preferred Stock, evidenced by Depositary Receipts
that will be issued under a Deposit Agreement among the Company, The Bank of New
York and the holders from time to time of the Depositary Receipts evidencing the
Depositary Shares.

The descriptions of the Depositary Shares set forth under the captions
"Description of Capital Stock of the Company - Depositary Shares" in the
Prospectus and "Description of Depositary Shares" in the Prospectus Supplement
are incorporated herein by reference.

 
                                       3

          The descriptions of the Cumulative Preferred Stock set forth under the
captions "Description of Capital Stock of the Company - Offered Preferred Stock"
in the Prospectus and "Description of Cumulative Preferred Stock" in the
Prospectus Supplement are incorporated herein by reference.

Item 2.   Exhibits.
          -------- 

         1.             Form of Certificate of Designation of Preferences and
Rights of the Cumulative Preferred Stock (previously filed as an exhibit to the
Company's Registration Statement on Form S-3 (File No. 33-65838) and
incorporated herein by this reference).

         2.1.           Restated Certificate of Incorporation of the Company, as
amended to date (previously filed as an exhibit to the Company's Registration
Statement on Form S-3 (File No. 33-65838) and incorporated herein by this
reference).

         2.2.           By-laws of the Company, as amended to date (previously
filed as an exhibit to the Company's Annual Report on Form 10-K
for the fiscal year ended January 31, 1995 (File No. 1-9085) and incorporated
herein by this reference).

         2.3.           Form of Capital Unit Agreement among the Company, MS
plc, Chemical Bank and the holders from time to time of Capital Units
(previously filed as an exhibit to the Company's Registration Statement on Form
8-A (File No. 1-9085) and incorporated herein by this reference).

         2.4.           Subordinated Indenture among the Company, MS plc and
Chemical Bank dated as of November 15, 1993 (previously filed as an exhibit to
the Company's Current Report on Form 8-K dated December 1, 1993 (File No. 1-
9085) and incorporated herein by this reference).

         2.5.           Form of Deposit Agreement among the Company, The Bank of
New York and the holders from time to time of the Depositary Receipts evidencing
the Depositary Shares (previously filed as an exhibit to the Company's
Registration Statement on Form S-3 (File No. 33-43542) and incorporated herein
by this reference).

 
                                       4


                                   SIGNATURE


     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.

                         MORGAN STANLEY GROUP INC.
                          (Registrant)



                         By:/s/ Patricia A. Kurtz
                            _______________________________________________
                            Patricia A. Kurtz  
                            Assistant Secretary



Date:  July 27, 1995