PROSPECTUS Dated May 1, 1996                                Amendment No. 1 to
PROSPECTUS SUPPLEMENT                             Pricing Supplement No. 31 to
Dated May 1, 1996                         Registration Statement No. 333-01655
                                                                August 6, 1996
                                                                Rule 424(b)(3)


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



     The Fixed Rate Notes, as further described below and in the Prospectus
Supplement under "Description of Notes --  Fixed Rate Notes," will bear
interest from the date of issuance until the principal amount thereof is paid
or made available for payment at the rate set forth below.

     The Fixed Rate Notes will be redeemable in whole, but not in part, at the
option of Morgan Stanley Group Inc. upon 30 to 35 calendar days notice on any
February 22 or August 22, commencing August 22, 1998.




Principal Amount:  $20,000,000

Maturity Date:     August 22, 2011

Interest Rate:     7.50% per annum

Interest Accrual
  Date:            August 22, 1996

Interest Payment
  Dates:           The 22nd day of each month, commencing September 22, 1996





Redemption Dates:  Redeemable in whole, but not in part, at the option of
                   Morgan Stanley Group Inc. upon 30 to 35 calendar days
                   notice on any February 22 or August 22, commencing
                   August 22, 1998

Minimum
  Denomination:    $1,000



Redemption           100%
  Percentage:

Annual Redemption
  Percentage
  Reduction:         N/A

Interest Payment
  Period:            Monthly

Specified Currency:  U.S. Dollars

Issue Price:         100%

Settlement Date
  (Original Issue
  Date):             August 22, 1996

Book Entry Note or
  Certificated Note: Book Entry Note

Senior Note or
  Subordinated Note: Senior Note

Total Amount of OID: N/A

Original Yield to
  Maturity:          N/A

Initial Accrual
  Period OID:        N/A

Trustee:             The Chase Manhattan Bank


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

                             MORGAN STANLEY & CO.
                                 Incorporated