Exhibit 23-b


                       CONSENT OF INDEPENDENT AUDITORS


We consent to the reference to  our firm under the caption "Experts"  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 and  to the incorporation by  reference therein of our  reports
with respect to the consolidated financial statements and financial statement
schedule of  Morgan Stanley  Group Inc. dated  January 7,  1997 included  and
incorporated by reference  in its Annual Report  on Form 10-K for  the fiscal
year ended  November 30, 1996 and dated May 27,  1997 included in the Current
Report  on Form 8-K of Morgan Stanley,  Dean Witter, Discover & Co. dated May
31, 1997, filed with the Securities and Exchange Commission.




                                   ERNST & YOUNG LLP


New York, New York
February 12, 1998