As filed with the Securities and Exchange Commission on June 2, 1997
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
-------------------------
MORGAN STANLEY, DEAN WITTER, DISCOVER & CO.
(Exact name of Registrant as specified in its charter)
Delaware 36-3145972
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1585 Broadway
New York, New York 10036
(Address of Principal Executive Offices)
Morgan Stanley Group Inc. 1995 Equity Incentive Compensation Plan
Morgan Stanley Group Inc. 1988 Equity Incentive Compensation Plan
Morgan Stanley UK Group Profit Sharing Scheme
(Full title of the Plans)
-------------------------
Christine A. Edwards
Executive Vice President, Chief Legal Officer and Secretary
1585 Broadway
New York, New York 10036
(Name and address of agent for service)
(212) 761-4000
(Telephone number, including area code, of agent for service)
-------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================================
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to be to be Offering Price Per Aggregate Registration
Registered Registered Share(1) Offering Price(1) Fee
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
par value $.01 per share(2)(3) 148,000,000 $40 $5,920,000,000 $1,793,940
===========================================================================================================================
</TABLE>
(1) Offering price and registration fee calculations are based on the
average of the high and low prices of the Common Stock on the New York
Stock Exchange consolidated reporting system on May 29, 1997, in
accordance with Rule 457(c).
(2) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended,
this Registration Statement also covers an indeterminate amount of
interests to be offered pursuant to the Morgan Stanley UK Group Profit
Sharing Scheme. These securities have no offering price and therefore,
pursuant to Rule 457(h)(2), no separate registration fee is required.
(3) This Registration Statement also covers the associated preferred stock
purchase rights (the "Rights") issued pursuant to a Rights Agreement
dated as of April 25, 1995 and amended as of February 4, 1997, between
the Registrant and The Chase Manhattan Bank (formerly Chemical Bank),
as Rights Agent. Prior to the occurrence of certain events, the Rights
will not be exercisable or evidenced separately from the Registrant's
Common Stock.
<PAGE>
2
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act of 1933, as amended, and the "Note" to Part I of Form S-8.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Registrant (the name of which was changed
to Morgan Stanley, Dean Witter, Discover & Co. on May 31, 1997 in connection
with the merger of Morgan Stanley Group Inc. ("Morgan Stanley") into the
Registrant) are hereby incorporated by reference into this Registration
Statement:
(a) Annual Report on Form 10-K for the fiscal year ended
December 31, 1996.
(b) Quarterly Report on Form 10-Q for the quarter ended March
31, 1997.
(c) Current Reports on Form 8-K dated January 22, 1997,
February 4, 1997 (two reports), February 20, 1997, February 27, 1997,
February 28, 1997, April 15, 1997, April 17, 1997 (two reports), April
30, 1997 and May 31, 1997.
(d) The description of the Registrant's Common Stock contained
in the Registrant's Registration Statement on Form 10 filed with the
Commission pursuant to Section 12 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), on January 15, 1993, as amended
by the description contained in the Registrant's Forms 8 dated February
11, February 21 and February 22, 1993.
(e) The description of the Registrant's Shareholder Rights
Plan contained in the Registrant's Registration Statement on Form 8-A
filed with the Commission pursuant to Section 12 of the Exchange Act on
April 26, 1995, as amended by the Form 8-A/A dated May 4, 1995.
(f) Amendment dated as of February 4, 1997, to the Rights
Agreement dated as of April 25, 1995, between the Registrant and The
Chase Manhattan Bank (formerly Chemical Bank), as Rights Agent
(incorporated by reference to Exhibit 4.1 to the Registrant's Current
Report on Form 8-K dated February 4, 1997).
The following documents filed with the Commission by Morgan
Stanley are incorporated by reference into this Registration Statement:
<PAGE>
3
(a) Annual Report on Form 10-K for the fiscal year ended
November 30, 1996.
(b) Quarterly Report on Form 10-Q for the fiscal quarter
ended February 28, 1997.
(c) Current Reports on Form 8-K of Morgan Stanley dated
December 18, 1996, December 26, 1996, January 7, 1997, January 24,
1997, February 4, 1997, February 5, 1997, February 20, 1997, February
21, 1997, February 28, 1997, March 27, 1997, April 14, 1997, April 17,
1997 and April 30, 1997.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the Registration Statement and to be part
thereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article VIII of the Amended and Restated Certificate of
Incorporation of the Registrant ("Certificate of Incorporation") and Section
6.07 of the Amended and Restated By-Laws of the Registrant ("By-Laws"), each as
amended to date, provide for the indemnification of directors and officers.
Under these provisions, any person who is a director or officer of the
Registrant or a corporation the majority of the capital stock (other than
directors' qualifying shares) of which is owned directly or indirectly by the
Registrant (a "Subsidiary") shall be indemnified by the Registrant to the
fullest extent permitted by applicable law. The Registrant's Certificate of
Incorporation and By-Laws also provide that the Registrant may, by action of the
Board of Directors, provide indemnification to any person who is or was an
employee or agent (other than a director or officer) of the Registrant or a
Subsidiary and to any person serving as a director, officer, partner, member,
employee or agent of another corporation, partnership, limited liability
company, joint venture, trust or other enterprise at the request of the
Registrant or a Subsidiary, to the same scope and effect as the foregoing
indemnification of directors and officers of the Registrant.
<PAGE>
4
The right to indemnification under the By-Laws includes the
right to be paid the expenses incurred in connection with any proceeding in
advance of its final disposition upon receipt (unless the Registrant upon
authorization of the Board of Directors waives said requirement to the extent
permitted by applicable law) of an undertaking by or on behalf of such person to
repay such amount if it shall ultimately be determined that such person is not
entitled to be indemnified by the Registrant.
Under the By-Laws, the Registrant has the power to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, partner, member, employee or agent of the Registrant or a Subsidiary or
of another corporation, partnership, limited liability company, joint venture,
trust or other enterprise, against any expense, liability or loss, whether or
not the Registrant or a Subsidiary would have the power to indemnify him against
such expense, liability or loss under the provisions of applicable law.
The Registrant has in effect insurance policies in the amount
of $75 million for general officers' and directors' liability insurance and $25
million for fiduciary liability insurance covering all of the Registrant's
directors and officers in certain instances where by law they may not be
indemnified by the Registrant.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration
Statement:
4.1 Morgan Stanley Group Inc. 1995 Equity Incentive Compensation
Plan (previously filed as an annex to Morgan Stanley's
Schedule 14A filed on February 26, 1996 and incorporated
herein by reference).
4.2 Morgan Stanley Group Inc. 1988 Equity Incentive Compensation
Plan, as amended to date (previously filed as Exhibit 10.12 to
Morgan Stanley's Annual Report on Form 10-K for the fiscal
year ended January 31, 1993 and incorporated herein by
reference).
4.3 Trust Deed and Rules of the Morgan Stanley International
Profit Sharing Scheme (previously filed as Exhibit 10.11 to
Morgan Stanley's Annual Report on Form 10-K for the fiscal
year ended January 31, 1993 and incorporated herein by
reference).
4.4 Amended and Restated Certificate of Incorporation of the
Registrant (previously filed as Exhibit 3.1 to the
Registrant's Current Report on Form 8-K dated May 31, 1997 and
incorporated herein by reference).
<PAGE>
5
4.5 Amended and Restated By-Laws of the Registrant (previously
filed as Exhibit 3.2 to the Registrant's Current Report on
Form 8-K dated May 31, 1997 and incorporated herein by
reference).
4.6 Rights Agreement dated as of April 25, 1995, between the
Registrant and The Chase Manhattan Bank (formerly Chemical
Bank), as Rights Agent, which includes as Exhibit B thereto
the Form of Rights Certificate (previously filed as Exhibit 1
to the Registrant's Registration Statement on Form 8-A filed
on April 26, 1995 and incorporated herein by reference).
4.7 Amendment dated as of February 4, 1997, to the Rights
Agreement dated as of April 25, 1995, between the Registrant
and The Chase Manhattan Bank (formerly Chemical Bank), as
Rights Agent (previously filed as Exhibit 4.1 to the
Registrant's Current Report on Form 8-K dated February 4, 1997
and incorporated herein by reference).
4.8 Amended and Restated Agreement and Plan of Merger (previously
filed as Annex I to the proxy statement/prospectus included in
the Registrant's Registration Statement on Form S-4 (File No.
333-25003) filed on April 11, 1997 and incorporated herein by
reference).
5 Opinion of Shearman & Sterling regarding the legality of the
common stock being registered hereby.
15.1 Letter of Awareness from Deloitte & Touche LLP concerning
unaudited interim financial information.
15.2 Letter of Awareness from Ernst & Young LLP concerning
unaudited interim financial information.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Shearman & Sterling (included in Exhibit 5).
23.3 Consent of Ernst & Young LLP.
24 Powers of Attorney (included on signature page).
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement to include any material information
<PAGE>
6
with respect to the plan of distribution not previously disclosed in
the Registration Statement or any material change to such information
in the Registration Statement;
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, as amended (the "Securities Act"),
each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby further undertakes
that, for purposes of determining any liability under the Securities Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities
Act of 1933, as amended, the Registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York on the 2nd day of June, 1997.
MORGAN STANLEY, DEAN WITTER,
DISCOVER & CO.
(Registrant)
By:/s/ Philip J. Purcell
------------------------------------
Philip J. Purcell
Chairman of the Board and
Chief Executive Officer
Plan. Pursuant to the requirements of the Securities Act of
1933, the Trustee for the Morgan Stanley UK Group Profit Sharing Scheme has duly
caused this Registration Statement on its behalf by the undersigned, thereunto
duly authorized, in London, England on the 2nd day of June, 1997.
MORGAN STANLEY UK GROUP PROFIT
SHARING SCHEME
By: Sedgewick Noble Lowndes Settlement
Trustees Ltd.,
Trustee
By:/s/ D. Ogden
-----------------------------------
Director
<PAGE>
POWER OF ATTORNEY
We, the undersigned directors and executive officers of Morgan
Stanley, Dean Witter, Discover & Co., hereby severally constitute Christine A.
Edwards, Mitchell M. Merin, Ronald T. Carman, Michael T. Gregg, Jonathan M.
Clark, Ralph L. Pellecchio, Martin M. Cohen, and each of them singly, our true
and lawful attorneys with full power to them and each of them to sign for us,
and in our names in the capacities indicated below, any and all amendments to
the registration statement filed with the Securities and Exchange Commission,
hereby ratifying and confirming our signatures as they may be signed by our said
attorneys to any and all amendments to said registration statement.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities indicated on the 2nd day of June, 1997.
Signature Title
--------- -----
/s/ Philip J. Purcell
- -------------------------- Chairman of the Board, Chief
Philip J. Purcell Executive Officer and Director
/s/ John J. Mack
- -------------------------- President, Chief Operating Officer
John J. Mack and Director
/s/Thomas C. Schneider
- -------------------------- Executive Vice President, Chief
Thomas C. Schneider Strategic and Administrative Officer
and Director
/s/ Richard B. Fisher
- -------------------------- Chairman of Executive Committee of
Richard B. Fisher Board of Directors and Director
/s/ Robert G. Scott
- -------------------------- Executive Vice President and Chief
Robert G. Scott Financial Officer
/s/ Robert P. Seass
- -------------------------- Controller (Principal Accounting
Robert P. Seass Officer)
/s/ Robert P. Bauman
- -------------------------- Director
Robert P. Bauman
/s/ Edward A. Brennan
- -------------------------- Director
Edward A. Brennan
/s/ Daniel B. Burke
- -------------------------- Director
Daniel B. Burke
<PAGE>
Signature Title
--------- -----
/s/ C. Robert Kidder
- -------------------------- Director
C. Robert Kidder
/s/ Miles L. Marsh
- -------------------------- Director
Miles L. Marsh
/s/ Michael A. Miles
- -------------------------- Director
Michael A. Miles
/s/ Allen E. Murray
- -------------------------- Director
Allen E. Murray
/s/ Paul J. Rizzo
- -------------------------- Director
Paul J. Rizzo
/s/ Clarence B. Rogers, Jr.
- -------------------------- Director
Clarence B. Rogers, Jr.
/s/ Laura D'Andrea Tyson
- -------------------------- Director
Laura D'Andrea Tyson
<PAGE>
Exhibit Index
Exhibit No. Description of Document
- ----------- -----------------------
4.1 Morgan Stanley Group Inc. 1995 Equity Incentive
Compensation Plan (previously filed as an annex to
Morgan Stanley's Schedule 14A filed on February 26,
1996 and incorporated herein by reference).
4.2 Morgan Stanley Group Inc. 1988 Equity Incentive
Compensation Plan, as amended to date (previously filed as
Exhibit 10.12 to Morgan Stanley's Annual Report on Form 10-
K for the fiscal year ended January 31, 1993 and incorporated
herein by reference).
4.3 Trust Deed and Rules of the Morgan Stanley International
Profit Sharing Scheme (previously filed as Exhibit 10.11 to
Morgan Stanley's Annual Report on Form 10-K for the fiscal
year ended January 31, 1993 and incorporated herein by
reference).
4.4 Amended and Restated Certificate of Incorporation of the
Registrant (previously filed as Exhibit 3.1 to the Registrant's
Current Report on Form 8-K dated May 31, 1997 and
incorporated herein by reference).
4.5 Amended and Restated By-Laws of the Registrant (previously
filed as Exhibit 3.2 to the Registrant's Current Report on Form
8-K dated May 31, 1997 and incorporated herein by reference).
4.6 Rights Agreement dated as of April 25, 1995, between the
Registrant and The Chase Manhattan Bank (formerly
Chemical Bank), as Rights Agent, which includes as Exhibit B
thereto the Form of Rights Certificate (previously filed as
Exhibit 1 to the Registrant's Registration Statement on Form
8-A filed with the Commission on April 26, 1995 and
incorporated herein by reference).
4.7 Amendment dated as of February 4, 1997, to the Rights
Agreement dated as of April 25, 1995, between the Registrant
and The Chase Manhattan Bank (formerly Chemical Bank), as
Rights Agent (previously filed as Exhibit 4.1 to the
Registrant's Current Report on Form 8-K dated February 4,
1997 and incorporated herein by reference).
<PAGE>
4.8 Amended and Restated Agreement and Plan of Merger
(previously filed as Annex I to the proxy statement/prospectus
included in the Registrant's Registration Statement on Form
S-4 (File No. 333-25003) filed on April 11, 1997 and
incorporated herein by reference).
5 Opinion of Shearman & Sterling regarding the legality of the
common stock being registered hereby.
15.1 Letter of Awareness from Deloitte & Touche LLP
concerning unaudited interim financial information.
15.2 Letter of Awareness from Ernst & Young LLP concerning
unaudited interim financial information.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Shearman & Sterling (included in Exhibit 5).
23.3 Consent of Ernst & Young LLP.
24 Powers of Attorney (included on signature page).
Exhibit 5
June 2, 1997
Morgan Stanley, Dean Witter, Discover & Co.
1585 Broadway
New York, New York 10036
Ladies and Gentlemen:
We have acted as counsel for Morgan Stanley, Dean Witter,
Discover & Co., a Delaware corporation (the "Company"), in connection with the
Registration Statement on Form S-8 (the "Registration Statement") of the Company
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Securities Act"), with respect to approximately
148,000,000 shares (the "Shares") of common stock, par value $.01 per share, of
the Company (the "Common Stock"), to be issued from time to time pursuant to the
(i) Morgan Stanley Group Inc. 1995 Equity Incentive Compensation Plan, (ii)
Morgan Stanley Group Inc. 1988 Equity Incentive Compensation Plan and (iii)
Morgan Stanley UK Group Profit Sharing Scheme (each, a "Plan").
In so acting, we have examined the Registration Statement and
we have also examined and relied as to factual matters upon the representations
and warranties contained in originals, or copies certified or otherwise
identified to our satisfaction, of such documents, records, certificates and
other instruments as in our judgment are necessary or appropriate to enable us
to render the opinion expressed below. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents, certificates
and instruments submitted to us as originals and the conformity with originals
of all documents submitted to us as copies.
The opinion expressed below is limited to the law of the State
of New York, the General Corporation Law of Delaware and the federal law of the
United States, and we do not express any opinion herein concerning any other
law.
Based upon the foregoing and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that the Shares
have been duly authorized by the
<PAGE>
Morgan Stanley, Dean Witter, 2 June 2, 1997
Discover & Co.
Company and, when (a) issued and delivered by the Company in accordance with the
terms of the relevant Plan and (b) paid for in full in accordance with the terms
of the relevant Plan, the Shares will be validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
/s/ Shearman & Sterling
Exhibit 15.1
To the Directors and Shareholders of Morgan Stanley,
Dean Witter, Discover & Co.:
We have made a review, in accordance with standards established by the
American Institute of Certified Public Accountants, of the unaudited interim
consolidated financial information of Dean Witter, Discover & Co. (renamed
"Morgan Stanley, Dean Witter, Discover & Co." on May 31, 1997) and subsidiaries
as of March 31, 1997 and for the three month periods ended March 31, 1997 and
1996, as indicated in our report dated April 30, 1997; because we did not
perform an audit, we expressed no opinion on that information. We are aware that
out report, which is included in your Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997, is incorporated by reference in this Registration
Statement.
We have also made a review, in accordance with standards established by
the American Institute of Certified Public Accountants, of the supplemental
unaudited interim consolidated financial information of Morgan Stanley, Dean
Witter, Discover & Co. and subsidiaries as of first fiscal quarter end 1997 and
for the first fiscal quarter 1997 and 1996, as indicated in our report dated May
31, 1997 (which makes reference to the review of Morgan Stanley Group Inc. by
other auditors); because we did not perform an audit, we expressed no opinion on
that information. We are aware that our report, which is included in your
Current Report on Form 8-K filed on June 2, 1997, is incorporated by reference
in this Registration Statement.
We are also aware that the aforementioned reports, pursuant to Rule
436(c) under the Securities Act of 1933, are not considered a part of the
Registration Statement prepared or certified by an accountant or a report
prepared or certified by an accountant within the meaning of Sections 7 and 11
of that Act.
/s/ DELOITTE & TOUCHE LLP
New York, New York
June 2, 1997
Exhibit 15.2
The Stockholders and
Board of Directors of
Morgan Stanley Group Inc.
We are aware of the inclusion in the Registration Statement on Form S-8 of
Morgan Stanley, Dean Witter, Discover & Co., pertaining to the Morgan Stanley
Group Inc. 1995 Equity Incentive Compensation Plan, Morgan Stanley Group Inc.
1988 Equity Incentive Compensation Plan, and Morgan Stanley UK Group Profit
Sharing Scheme, 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
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Morgan Stanley, Dean Witter, Discover & Co. (the "Registrant") on Form S-8
(relating to the Morgan Stanley Group Inc. 1995 Equity Incentive Compensation
Plan, Morgan Stanley Group Inc. 1988 Equity Incentive Compensation Plan and
Morgan Stanley UK Group Profit Sharing Scheme) of our reports dated February 21,
1997, appearing in and incorporated by reference in the Annual Report on Form
10-K of the Registrant for the year ended December 31, 1996; and our report
dated May 31, 1997, appearing in the Current Report on Form 8-K of the
Registrant filed on June 2, 1997 (which makes reference to the audit of Morgan
Stanley Group Inc. by other auditors).
/s/ DELOITTE & TOUCHE LLP
New York, New York
June 2, 1997
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of Morgan Stanley, Dean Witter, Discover & Co., pertaining to the
Morgan Stanley Group Inc. 1995 Equity Incentive Compensation Plan, Morgan
Stanley Group Inc. 1988 Equity Incentive Compensation Plan, and Morgan Stanley
UK Group Profit Sharing Scheme, 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 the Current Report on Form 8-K of Morgan Stanley, Dean
Witter, Discover & Co. dated May 31, 1997, filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG LLP
New York, New York
June 2, 1997
