MORGAN STANLEY GROUP INC /DE/
8-K, 1995-01-19
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                                
                            FORM 8-K
                                
                         CURRENT REPORT
                                
                 Pursuant to Section 13 or 15(d)
             of the Securities Exchange Act of 1934
                                
                                
Date of Report (date of earliest event reported):  January 19, 1995
                                
                                
                                
                    MORGAN STANLEY GROUP INC.
     (Exact name of registrant as specified in its charter)
                                
                                
                                
      Delaware               1-9085              13-2838811
  (State or other       (Commission File      (I.R.S. Employer
  jurisdiction of           Number)            Identification
  incorporation or                                Number)
   organization)

      1251 Avenue of the Americas, New York, New York 10020
   (Address of principal executive offices including zip code)
                                
                                
Registrant's telephone number, including area code: (212) 703-4000

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<PAGE>
Item 5.  Other Events

     Attached and incorporated herein by reference as Exhibit 99
     is a press release regarding expected earnings for the
     fiscal quarter ending January 31, 1995.


Item 7(c).  Exhibits

99.  Press release dated January 19, 1995 regarding expected
     earnings for the fiscal quarter ending January 31, 1995.
<PAGE>

                           SIGNATURES


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


                                   MORGAN STANLEY GROUP INC.
                                   Registrant




                                   /s/Patricia A. Kurtz
                                   ---------------------
                                   Patricia A. Kurtz
                                   Assistant Secretary



Date:     January 19, 1995
<PAGE>



                        Index to Exhibits

                                                Sequentially
Exhibit No.      Description                    Numbered Pages
- -----------      -----------                    --------------
99.              Press release dated January    
                 19, 1995 regarding expected
                 earnings for the fiscal
                 quarter ending January 31,
                 1995.



<PAGE>

                                                  Exhibit 99
                              
                              
                              
  MORGAN STANLEY EXPECTS 4TH QUARTER EARNINGS SUBSTANTIALLY
               BELOW 3RD QUARTER 1994 RESULTS
                              
   Cites Lower Revenues Due to Difficult Market Conditions
                              

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     NEW YORK, January 19, 1995 -- Morgan Stanley Group Inc.
(NYSE:MS) today announced that primarily as a result of
difficult conditions in fixed income and equity markets,
including emerging markets, it expects that earnings for the
fourth quarter ending January 31, 1995 will be substantially
below the level reported in the third quarter.

     Morgan Stanley will report fourth quarter and fiscal
year earnings on February 28.



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