EXHIBIT 23-B

                       Consent of Independent Auditors


We  consent to  the reference  to  our firm  under the  caption  "Experts" in
Amendment  No. 1  to  the 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  report with respect to the  consolidated financial statements
and financial statement schedule of Morgan  Stanley Group Inc. dated May  27,
1997 included in the  Company's Form 10-K for the fiscal  year ended November
30, 1997, filed with the Securities and Exchange Commission.


                                        /s/  ERNST & YOUNG LLP

                                        ERNST & YOUNG LLP


New York, New York
February 25, 1998