MORGAN STANLEY GROUP INC /DE/
424B3, 1995-02-09
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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PROSPECTUS dated February 9, 1994            Pricing Supplement No. 33
PROSPECTUS SUPPLEMENT                        to Registration No. 33-52007
Dated February 9, 1994                       February 8, 1995
                                             Rule 424(b)(3)





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

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

Principal Amount:  $10,000,000         Annual Redemption   N/A
                                       Percentage:
                                                           
Maturity Date:     February 10, 1997   Interest Payment    The 10th day of
                                       Dates:              August and
                                                           February
                                                           
Interest Rate          CD Rate         Interest Reset      N/A
Basis:             ---                 Dates:
                                                           
                       Commercial
                   --- Paper Rate
                                       Interest Payment    Semi-Annually
                       Federal Funds   Period:
                   --- Rate
                                                           
                       LIBOR           Interest Reset      N/A
                   ---                 Period:
                                                           
                       Prime Rate
                   ---
                                       Interest            N/A
                       Treasury Rate   Determination
                   ---                 Dates:
                                                           
                       Other
                   ---
                                       Settlement Date:    
                                       (Original Issue     February 10,
                                        Date)              1995
Applicability of                                           
Modified           
Banking Day        Yes
Convention:
                                       Ranking:            Senior
Index Maturity:    N/A                                     
                                       Calculation Agent:  Chemical Bank
Spread:            N/A                                     
                                       Book Entry Note or  Book Entry
                                       Certified:
Spread Multiplier: N/A                                     
                                       Reporting Service:  N/A
Maximum Interest   7.75%                                   
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   February 10, 1995   Initial Interest    N/A
Date:                                  Reset Date:
                                                           
Initial Interest   7.75%               Initial Redemption  N/A
Rate:                                  Package:
                                                           
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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