PROSPECTUS Dated May 1, 1996                       Pricing Supplement No. 5 to
PROSPECTUS SUPPLEMENT                     Registration Statement No. 333-01655
Dated May 2, 1996                                          Dated May 14, 1996
                                                                Rule 424(b)(3)
                           Morgan Stanley Group Inc.
                      GLOBAL MEDIUM-TERM NOTES, SERIES D
             Euro Floating Rate Senior Bearer Notes Due June 2001

The Global Medium-Term Notes, Series D (Euro Floating Rate Senior Bearer Notes
Due June 2001) described in this Pricing Supplement (the "Notes") will mature
on the Maturity Date.  The Notes will be redeemable in whole, but not in part,
at the option of Morgan Stanley Group Inc. at par on the Interest Payment Date
in December 1997 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:               INITIAL INTEREST RESET DATE:
  U.S.$250,000,000                The Interest Payment Date next
                                  succeeding June 4, 1996
MATURITY DATE:
  The Interest Payment          MAXIMUM INTEREST RATE:
  Date in June 2001               N/A

SETTLEMENT AND DATE             MINIMUM INTEREST RATE:
 OF ISSUANCE:  June 4, 1996       N/A

ISSUE PRICE:  99.87%            INITIAL REDEMPTION DATE:
                                  The Interest Payment Date in
SPECIFIED CURRENCY:               December 1997
  U.S. Dollars
                                INITIAL REDEMPTION PERCENTAGE:
BASE RATE:  LIBOR                 100%

INDEX MATURITY:  3 Months       ANNUAL REDEMPTION PERCENTAGE
                                 REDUCTION:  N/A
SPREAD (PLUS OR MINUS):
  Plus 0.25% per annum          OPTIONAL REPAYMENT DATE(S):
                                  N/A
ALTERNATE RATE EVENT
 SPREAD:  N/A                   REFERENCE SCREEN:
                                  TELERATE 3750
SPREAD MULTIPLIER:  N/A
                                INTEREST PAYMENT DATES:
COMMON CODE: 6646697              Interest will be payable quarterly in
ISIN:  XS0066466979             arrears on each day (each an "Interest Pay-
                                ment Date") that corresponds numerically to
INTEREST ACCRUAL DATE:          the preceding Interest Payment Date (or in
  June 4, 1996                  the case of the first Interest Payment Date,
                                the date of issuance) in the calendar month
INITIAL INTEREST RATE:          that is three months after the previous Inter-
  To be determined 2            est Payment Date (or in the case of the first
  London Banking                Interest Payment Date, the date of issuance)
  Days prior to the             or if there is not any such numerically
  date of issuance              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.

INTEREST RESET PERIODS:
  The period from and including an Interest
  Payment Date to but excluding the immedi-
  ately succeeding Interest Payment Date.

INTEREST RESET DATES:
  Each Interest Payment Date

CALCULATION AGENT:
  Chemical Bank, N.A. (London branch)

INDEX CURRENCY:
  U.S. Dollars

TOTAL AMOUNT OF OID:
  None

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 99.62%, an aggregate of U.S. $250,000,000 principal amount of the
Notes.  The Purchase Price equals the Issue Price to the public of the Notes
less a selling concession of .075% and a combined management and underwriting
commission of .175% of the principal amount of the Notes.  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


ABN AMRO Hoare Govett                      Bear, Stearns International Limited
Chase Investment Bank Limited                       Citibank International plc
CREDITANSTALT                                                  CS First Boston
DEAN WITTER INTERNATIONAL LTD                         Deutsche Morgan Grenfell
Nikko Europe Plc                            Tokyo Mitsubishi International plc
UBS Limited


   The Managers propose to offer the Notes directly to investors initially at
the issue price set forth on the cover page hereof.