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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                                   FORM 10-K/A
 
                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
                  FOR THE FISCAL YEAR ENDED NOVEMBER 30, 1995
 
                         COMMISSION FILE NUMBER 1-9085
                           MORGAN STANLEY GROUP INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
                                    DELAWARE
                        (STATE OR OTHER JURISDICTION OF
                         INCORPORATION OR ORGANIZATION)
                                 1585 BROADWAY
                                 NEW YORK, N.Y.
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
                                   13-2838811
                                (I.R.S. EMPLOYER
                              IDENTIFICATION NO.)
                                     10036
                                   (ZIP CODE)
 
      REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (212) 761-4000
 
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
 
<TABLE>
<CAPTION>
                                                                                           NAME OF EACH EXCHANGE
                                  TITLE OF EACH CLASS                                       ON WHICH REGISTERED
                                                                                      -------------------------------
    <S>                                                                               <C>
    Common Stock, $1 par value                                                        New York Stock Exchange
                                                                                      Boston Stock Exchange
                                                                                      Chicago Stock Exchange
                                                                                      Pacific Stock Exchange
    9.36% Cumulative Preferred Stock, $25 stated value                                New York Stock Exchange
    Depositary Shares, each representing  1/8 of a share of 8.88%                     New York Stock Exchange
      Cumulative Preferred Stock, $200 stated value
    Depositary Shares, each representing  1/8 of a share of 8 3/4%                    New York Stock Exchange
      Cumulative Preferred Stock, $200 stated value
    Depositary Shares, each representing  1/8 of a share of 7 3/8%                    New York Stock Exchange
      Cumulative Preferred Stock, $200 stated value
    7.82% Capital Units; 7.80% Capital Units; 9.00% Capital Units;                    New York Stock Exchange
      8.40% Capital Units; 8.20% Capital Units*
    AMEX Hong Kong 30 IndexSM Call Warrants Expiring November 4, 1996;                American Stock Exchange
      AMEX Hong Kong 30 IndexSM Call Warrants Expiring October 3, 1997+
    Japan IndexSM Call Warrants Expiring May 28, 1996+                                American Stock Exchange
    Nikkei 225 Index Call Warrants Expiring August 15, 1997                           American Stock Exchange
    6 1/2% PERQSSM Due July 1, 1997; 6% PERQSSM Due October 1, 1997;                  American Stock Exchange
      7% PERQSSM Due November 15, 1997; 6% PERQSSM Due February 16, 1999++
    Exchangeable Notes Due September 30, 2000; Exchangeable                           New York Stock Exchange
      Notes Due December 31, 2001+++
</TABLE>
 
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*   Each Capital Unit consists of (a) a $25 principal amount Subordinated
    Debenture (of the same rate) of Morgan Stanley Finance plc guaranteed by the
    Registrant and (b) a related purchase contract of the Registrant requiring
    the holder to purchase one Depositary Share representing 1/8 of a share of
    the Registrant's Cumulative Preferred Stock (of the same rate), $200 stated
    value. The Capital Units and the Depositary Shares are registered on the New
    York Stock Exchange.
 
+   The "AMEX Hong Kong 30 Index" and the "Japan Index" are service marks of the
    American Stock Exchange.
 
++  "PERQS" and "Performance Equity-linked Redemption Quarterly-pay Securities"
    are service marks of the Registrant. The issue price and amount payable at
    maturity with respect to the PERQS are based on the share price of certain
    non-affiliated companies.
 
+++ Notes which are exchangeable on a defined date for equity securities of
    certain non-affiliated companies.
 
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:  NONE
 
    Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.    YES  /X/.    NO  / /
 
    Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  /X/
 
    Aggregate market value of the voting stock held by non-affiliates of the
Registrant at February 7, 1996 was approximately $5,409,071,114. For purposes of
this information, the outstanding shares of common stock owned by certain
Managing Directors and Principals of certain wholly-owned subsidiaries of the
Registrant, and subject to certain restrictions on voting and disposition, were
deemed to be shares of common stock held by affiliates.
 
    Indicate the number of shares outstanding of each of the Registrant's
classes of common stock, as of the latest practicable date:
 
    As of February 7, 1996, there were 154,087,313 shares of Common Stock, $1
par value, outstanding.
 
                      DOCUMENTS INCORPORATED BY REFERENCE
 
     (1) Morgan Stanley Group Inc. 1995 Annual Report to
         Stockholders -- Incorporated in part in Form 10-K, Parts I, II and IV.
 
     (2) Morgan Stanley Group Inc. Proxy Statement for its 1996 Annual Meeting
         of Stockholders -- Incorporated in part in Form 10-K, Parts I and III.
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NOTE:

         On February 26, 1996, Morgan Stanley Group Inc. (the "Company") filed
an Annual Report on Form 10-K for the fiscal year ended November 30, 1995 (the
"Form 10-K") electronically pursuant to the Commission's Electronic Data
Gathering, Analysis, and Retrieval System ("EDGAR"). The Form 10-K included as
an exhibit the Selected Financial Data of the Company ("Exhibit 13.2"). Such
Selected Financial Data (other than the information contained in the column
entitled "Fiscal Period Ended November 30, 1995 Annualized (Unaudited)") was
incorporated by reference in the Form 10-K.

         This amendment has been filed in accordance with Rule 103 of Regulation
S-T under the Securities Act of 1933 solely to make minor technical revisions to
the electronic version of the Form 10-K filed pursuant to EDGAR. By this
amendment footnote references have been inserted in the first column of Exhibit
13.2 after the following items: "Earnings applicable to common shares"; "Total
capital"; "Long-term borrowings"; and "Average common and equivalent shares".
These footnote references were not included in the electronic version of the
Form 10-K filed with the Commission but were included in the paper copies of the
Company's Annual Report to Stockholders for fiscal 1995 submitted to the
Commission pursuant to Rule 14a-3(c) under the Securities Exchange Act of 1934.
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                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment to be signed
on its behalf by the undersigned, thereunto duly authorized, on March 7, 1996.


                                         MORGAN STANLEY GROUP INC.

                                         By: /s/ Patricia A. Kurtz
                                             ---------------------
                                             Patricia A. Kurtz
                                             Assistant Secretary
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EXHIBIT INDEX

Exhibit No.        Description                
----------         -----------                 
EX-13.2            Selected Financial Data