


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. 333-27881) for the registration of debt securities,
guarantees of debt securities, preferred stock, preferred stock purchase
contracts and capital units and in the related Prospectus of Morgan Stanley,
Dean Witter, Discover & Co. and Morgan Stanley Finance plc for 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.



/s/ ERNST & YOUNG LLP

New York, New York
June 2, 1997


