<PAGE>
PROSPECTUS DATED AUGUST 15, 1996 PRICING SUPPLEMENT NO. 5 TO
PROSPECTUS SUPPLEMENT REGISTRATION STATEMENT NO. 333-07657
DATED APRIL 8, 1997 JULY 29, 1997
RULE 424(b)(3)
Donaldson, Lufkin & Jenrette, Inc.
MEDIUM-TERM NOTES
Due Nine Months or More from Date of Issue
The Medium-Term Notes, as further described below and in the Prospectus
Supplement under Description Notes, will bear interest from the date of
issuance until the principal amount thereof is paid or made available for
payment at the rate set forth below.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Principal Amount: $35,000,000 Conversion Date: N/A
Purchase Price: 100% Interest Rate: N/A
Settlement Date Day Count: N/A
(Original Iissue Date): August 4, 1997
Specified Currency: US Dollars Interest Payment Dates: N/A
Authorized Denomination: $1,000 First Payment: N/A
Maturity Date: May 26, 2000 Optional Repayment Date: Non-call/Life
Interest Rate: 6.31% Initial Redemption Date: N/A
Day Count: 30/360 Initial Redemption N/A
Percentage:
Interest Payment Dates: Semi-annually Annual Redemption N/A
June 15, Dec 15 Percentage Reduction:
First Payment: 12/15/97 Book Entry Note or B/E
Certificated Note:
Optional Conversion: N/A Total Amount of OID: $0
Notice Date: N/A CUSIP: 25766CAF1
</TABLE>
Capitalized terms not defined above have the meanings given to such terms
in the accompanying Prospectus Supplement.
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
