CONSENT OF INDEPENDENT AUDITORS
EXHIBIT 23.2
We consent to 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-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 and Form S-8
No. 333-4212) of Morgan Stanley, Dean Witter, Discover & Co. 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 this Current Report
on Form 8-K of Morgan Stanley, Dean Witter, Discover & Co. to be filed on June
2, 1997.
/s/ Ernst & Young LLP
New York, New York
June 2, 1997