SCHEDULE 14A INFORMATION

          Proxy Statement Pursuant to Section 14(a) of the Securities
                    Exchange Act of 1934 (Amendment No.  )
        
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                           Morgan Stanley Group Inc.
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               (Name of Registrant as Specified In Its Charter)

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   (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

   
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Notes:


 
March  , 1996



Dear ,

Morgan Stanley recently released its annual proxy statement.  This year's proxy
seeks stockholder approval for a new ten-year stock compensation plan.  We
believe that there are important points that should be considered when
evaluating the merits of the proposed plan.  These points include:

 . The proposed stock compensation plan is not a radical departure from past
  practice.  Morgan Stanley has actively used stock compensation since becoming
  a public company in 1986.  The current equity incentive compensation plan
  replaces a plan that has been in effect since 1988.  Under the prior plan,
  stockholders approved authorizations equal to 33% and 34% of total shares
  outstanding in 1989 and 1991, respectively.  The proposed share authorization
  of up to 91 million shares, or 59% of outstanding shares, has increased to
  reflect the expected need for additional stock compensation as the Firm
  continues to grow over the next ten years.

 . Morgan Stanley uses stock compensation to ensure a meaningful level of
  employee ownership.  Currently, employees and directors own approximately 39%
  of Morgan Stanley, the highest internal ownership amongst public US securities
  firms.  Morgan Stanley believes that the most effective way to manage its
  business is to ensure that its employees, and especially its management, have
  a meaningful ownership stake in the Firm.  High internal ownership levels also
  give management an appropriate interest in minimizing the dilutive effects of
  stock compensation.

 . Morgan Stanley has a history of minimizing dilution from stock compensation
  through stock repurchases.  While awarding stock-based compensation every
  year, stock repurchases have limited the growth in average common and common
  equivalent shares to an average rate of 1% per annum since 1986.  This
  dilution was clearly acceptable in the context of the 365%, or 16.8% per
  annum, total return in Morgan Stanley common stock since 1986/1/
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/1/Source: Bloomberg, monthly total return with dividends reinvested between
   3/31/86 and 2/29/96.

 
 . Stock awards are an integral part of officer compensation.  Total
  compensation for each officer is determined based on individual and Firm
  performance as well as industry norms for the officer's position.  A portion
  of the officer's compensation is then paid in restricted stock-based awards.
  These stock awards are in lieu of, not in addition to, cash compensation and
  satisfy  an accrued compensation expense on the balance sheet.  Without stock
  awards, this compensation expense would have been entirely satisfied with
  cash.

 . Morgan Stanley's use of stock compensation provides an internal source of
  equity capital to support the Firm's growth.  New equity from stock
  compensation supports rapid balance sheet growth during capital intensive
  business cycles.  Balance sheet growth during these periods captures
  incremental revenues and enhances Morgan Stanley's profitability.

Morgan Stanley believes its responsible use of stock compensation is critical to
the Firm's success.  Stock awards ensure that employees have a stake in the
performance of Morgan Stanley common stock.  Morgan Stanley believes that
maintaining an employee stake in the Firm will guarantee the ongoing alignment
of management and stockholder interests.  Internal ownership also ensures that
management focuses on long-term value creation.  Without the responsible use of
stock compensation, the benefits of managers operating as owners would be lost,
a prospect which Morgan Stanley believes would be detrimental to the interests
of employees and stockholders of Morgan Stanley.


Sincerely,



Charles B. Hintz
Treasurer