


The Stockholders and
Board of Directors of
Morgan Stanley Group Inc.

We are aware of the inclusion in Amendment No. 1 to the Registration Statement
on Form S-3 (No. 333-27919) for the registration of $7,000,000,000 of debt
securities, warrants, preferred stock, purchase contracts and units and in the
related Prospectus of Morgan Stanley, Dean Witter, Discover & Co. for
$7,000,000,000 of the same securities 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
June 2, 1997


