Exhibit 15-b



The Stockholders and
Board of Directors of
Morgan Stanley, Dean Witter, Discover & Co.

We  are aware of the inclusion in this Registration Statement on Form S-3 and
related  Prospectus of  Morgan  Stanley,  Dean Witter,  Discover  & Co.  (the
"Company")  and MSDW  Capital Trust I,  MSDW Capital  Trust II,  MSDW Capital
Trust III, MSDW Capital Trust IV, and MSDW Capital Trust V (collectively, the
"Issuer  Trusts") for  the registration  of Debt  Securities of  the Company,
Capital Securities of  the Issuer Trusts, and Guarantees of  the Company with
respect to Capital Securities issued by the Issuer Trusts of our report dated
March 27, 1997 included in the Current Report on Form  8-K of Morgan Stanley,
Dean Witter, Discover  & Co. dated  May 31, 1997,  relating to the  unaudited
condensed consolidated interim  financial statements of Morgan  Stanley Group
Inc. which  are included in its Form 10-Q for  the quarter ended February 28,
1997.

Pursuant  to Rule 436(c)  of the Securities Act  of 1933 our  report is not a
part  of  the registration  statement  prepared or  certified  by accountants
within the meaning of Section 7 or 11 of the Securities Act of 1933.




                                   ERNST & YOUNG LLP



New York, New York
February 12, 1998