MORGAN STANLEY & CO.
                                 Incorporated

PROSPECTUS dated March 29, 1995              Pricing Supplement No. 2
PROSPECTUS SUPPLEMENT                        to Registration No. 33-57833
Dated March 29, 1995                         May 23, 1995
                                             Rule 424(b)(3)


                           MORGAN STANLEY GROUP INC.
                         MEDIUM - TERM NOTES, SERIES C

Floating Rate Notes Due More Than 9 Months From Date of Issue

Principal Amount:  $20,000,000         Annual Redemption   N/A
                                       Percentage:
                                                           
Maturity Date:     May 23, 1996        Interest Payment    The 23rd of August
                                       Dates:              November February
                                                           and May
                                                           
Interest Rate          CD Rate         Interest Reset      The 23rd of August
Basis:             ---                 Dates:              November February
                                                           and May
                       Commercial                          
                   --- Paper Rate
                                       Interest Payment    Quarterly
                       Federal Funds   Period:
                   --- Rate
                                                           
                    X  LIBOR           Interest Reset      Quarterly
                   ---                 Period:
                                                           
                       Prime Rate
                   ---
                                       Interest            Two London banking
                       Treasury Rate   Determination       days prior to the
                   ---                 Dates:              Interest Reset
                                                           Date
                       Other                               
                   ---                 Settlement Date:    
                                       (Original Issue     May 31, 1995
                                        Date)
Applicability of                                           
Modified Banking   Yes
Day Convention:
                                       Ranking:            Senior
Index Maturity:    3-Month                                 
                                       Calculation Agent:  Chemical Bank
Spread:            0.00%                                   
                                       Book Entry Note or  Book Entry
                                       Certified:
Spread Multiplier: N/A                                     
                                       Reporting Service:  Telerate pg. 3750
Maximum Interest   N/A                                     
Rate:
                                       Alternative Rate    N/A
                                       Event Spread:
Minimum Interest   N/A                                     
Rate:
                                       Put/Call Date:      N/A
Initial Repayment  N/A                                     
Date:
                                       Put/Call Price:     N/A
Initial Repayment                                          
Percentage         N/A                 Put/Call            N/A
Reduction:                             Modification:
                                                           
Interest Accrual   May 31, 1995        Initial Interest    August 23, 1995
Date:                                  Reset Date:
                                                           
Initial Interest   To be determined    Initial Redemption  N/A
Rate:              May 31, 1995        Percentage:
                                                           
Initial Redemption N/A                                     
Date:
                                                           

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



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