Registration No. 333-22409
Rule 424(b)(3)
SUPPLEMENT TO PROSPECTUS DATED MARCH 27, 1997
DEAN WITTER, DISCOVER & CO.
858,800 SHARES OF COMMON STOCK
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Of the 359,666 shares of common stock, par value $.01 per share ("Common
Stock"), of Dean Witter, Discover & Co., a Delaware corporation (the
"Company"), which the Company registered for offer and sale on Form S-3 (Reg.
No. 333-22409) on behalf of The Thomas F. White 1991 Trust (the "White
Trust"), the White Trust, on May 21, 1997, donated 31,902 of such shares of
Common Stock to Beloit College. The Company has agreed to supplement its
prospectus, dated March 27, 1997 (the "Prospectus"), to include Beloit
College as a Selling Stockholder (as such term is defined in the Prospectus).
In that regard, this supplement to the Prospectus (the "Supplement")
supplements certain of the information set forth in the Prospectus as
follows:
The table set forth under the caption entitled "Selling Stockholders" on
page 5 of the Prospectus is amended in its entirety as follows:
SELLING STOCKHOLDERS
The following table sets forth certain information as of the date of
this Supplement with respect to the Common Stock owned by the Selling
Stockholders.
Name of Selling Stockholder Beneficial Ownership of Common Stock
- --------------------------- ------------------------------------
Before After
------ -----
Offering (1) Offered(1) Offering(1)(2)
------------ ---------- --------------
The 1994 Roach Family Trust 887,082 405,747 481,335
The Thomas F. White 1991 Trust 809,099 327,764 481,335
Robert Angle 93,387 93,387 0
Beloit College 31,902 31,902
Total Offered 858,800
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(1) In each case, less than 1% of shares outstanding based upon 321,218,945
shares of the Company's Common Stock outstanding as of January 31, 1997.
(2) Because each of the Selling Stockholders may sell pursuant to this
Prospectus all or only a portion of the Shares owned by each, no estimate can
be given as to the amount of Common Stock that will be owned by each upon
termination of this offering. For purposes of this table, it has been
assumed that each Selling Stockholder will sell all of its offered shares.
The date of this Supplement is May 22, 1997
