EXHIBIT 15.2


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

We are aware of the incorporation by reference in the Registration Statements 
(Form S-4 No. 333-25003, Form S-3 No. 33-92172, Form S-3 No. 33-57202, Form S-3 
No. 33-60734, Form S-3 No. 33-89748, Form S-3 No. 333-7947, Form S-3 No. 
333-22409, Form S-3 No. 333-27919, Form S-3 No. 333-27881, Form S-3 No. 
333-27893, Form S-8 No. 333-28141, Form S-8 No. 33-62374, Form S-8 No. 33-63024,
Form S-8 No. 33-63026, Form S-8 No. 33-78038, Form S-8 No. 33-79516, Form S-8 
No. 33-82240, Form S-8 No. 33-82242, Form S-8 No. 33-82244, Form S-8 No. 
333-4212, Form S-8 No. 333-28263, Amendment to Form S-4 No. 333-25003 on Form 
S-8, Form S-3 No. 333-46403, and Form S-3 No. 333-46935) of Morgan Stanley Dean 
Witter & Co. ("MSDW") of our report dated March 27, 1997 in MSDW's Form 10-Q 
filed on July 14, 1998, relating to the unaudited condensed consolidated interim
financial statements of Morgan Stanley Group Inc. (not presented separately 
herein).

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.



                                                   /s/ ERNST & YOUNG LLP


New York, New York
July 14, 1998