PROSPECTUS Dated May 1, 1996                      Pricing Supplement No. 55 to
PROSPECTUS SUPPLEMENT                     Registration Statement No. 333-01655
Dated May 2, 1996                                       Dated December 5, 1996
                                                                Rule 424(b)(3)


                           Morgan Stanley Group Inc.
                      GLOBAL MEDIUM-TERM NOTES, SERIES D
           Euro Floating Rate Senior Bearer Notes Due December 2001


               The Global Medium-Term Notes, Series D (Euro Floating Rate
Senior Bearer Notes Due December 2001) described in this Pricing Supplement
(the "Notes") will mature on the Maturity Date.  The Notes will be redeemable
in whole, or in part, at the option of Morgan Stanley Group Inc. at par on the
Interest Payment Date in December 1998 and on each Interest Payment Date
thereafter, with 30 to 60 calendar days notice, and also under the
circumstances described under "Description of Notes--Tax Redemption" in the
accompanying Prospectus Supplement.

               The Notes will be issued only in bearer form, which form is
further described under "Description of Notes--Forms, Denominations,
Exchange and Transfer" in the accompanying Prospectus Supplement.  Notes in
bearer form will not be exchangeable at any time for Notes in registered
form at the option of the holder.

               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: U.S.$400,000,000

MATURITY DATE: The Interest Payment Date in December 2001

SETTLEMENT AND DATE OF ISSUANCE: December 19, 1996

ISSUE PRICE: 99.78%

SPECIFIED CURRENCY: U.S. Dollars

BASE RATE: LIBOR

INDEX MATURITY: 3 Months

SPREAD (PLUS OR MINUS): Plus 0.15% per annum

ALTERNATE RATE EVENT SPREAD: N/A

SPREAD MULTIPLIER: N/A

COMMON CODE: 007197195

ISIN: XS0071971955

INTEREST ACCRUAL DATE: December 19, 1996

INTEREST RESET PERIODS:  The period from and including an Interest Payment
  Date to but excluding the immediately succeeding Interest Payment Date

INTEREST RESET DATES: Each Interest Payment Date


INITIAL INTEREST RATE: To be determined 2 London Banking Days prior to the
  date of issuance

INITIAL INTEREST RESET DATE: The Interest Payment Date next succeeding
  December 19, 1996

MAXIMUM INTEREST RATE: N/A

MINIMUM INTEREST RATE: N/A

REDEMPTION DATES:  Redeemable in whole, or in part, at the option of Morgan
  Stanley Group Inc. upon 30 to 60 calendar days notice on the Interest
  Payment Date in December 1998 and on each Interest Payment Date
  thereafter

REDEMPTION PERCENTAGE: 100%

ANNUAL REDEMPTION PERCENTAGE REDUCTION: N/A

OPTIONAL REPAYMENT DATE(S): N/A

REFERENCE SCREEN: TELERATE 3750

CALCULATION AGENT: The Chase Manhattan Bank (London branch)

INDEX CURRENCY: U.S. Dollars

TOTAL AMOUNT OF OID: None


INTEREST PAYMENT DATES:  Interest will be payable quarterly in arrears on
  each day (each an "Interest Payment Date") that corresponds numerically
  to the preceding Interest Payment Date (or in the case of the first
  Interest Payment Date, the date of issuance) in the calendar month that
  is three months after the previous Interest Payment Date (or in the case
  of the first Interest Payment Date, the date of issuance) or if there is
  not any such numerically corresponding date in such calendar month, the
  Interest Payment Date shall be the last day that is a Business Day in
  that month.  In either case, if such date is not a Business Day then the
  Interest Payment Date will be the next day which is a Business Day unless
  it would thereby fall into the next calendar month in which case it will
  be brought forward to the first preceding Business Day.  If any Interest
  Payment Date falls on the last Business Day of any month, each subsequent
  Interest Payment Date shall be the last Business Day of the relevant
  month.

ORIGINAL YIELD TO MATURITY:  N/A

INITIAL ACCRUAL PERIOD OID:  N/A

DENOMINATIONS: U.S. $10,000 or U.S. $100,000


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

               The Company has agreed to sell, and the underwriters named
below (the "Managers") have agreed to purchase, severally but not jointly, at
a Purchase Price of 99.53%, an aggregate of U.S. $400,000,000  principal
amount of the Notes.  The Purchase Price equals the Issue Price to the public
of the Notes less a selling concession of .05% and a combined management and
underwriting commission of .20% of the principal amount of the Notes.  The
Managers propose to offer the Notes directly to investors initially at the
issue price set forth on the cover page hereof.   After the initial offering
of the Notes, the offering price and other selling terms may from time to time
be varied by the Managers.


                             MORGAN STANLEY & CO.
                                  International

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