UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION --------------------------
WASHINGTON, D.C. 20549 OMB Number: 3235-0145
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SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
Dean Witter, Discover & Co.
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(Name of Issuer)
Common Stock
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(Title of Class Securities)
24240V-100
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(CUSIP Number)
CUSIP NO. 24240V-100
13G PAGE 1 OF 1 PAGES
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<TABLE>
<CAPTION>
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dean Witter START Plan (Saving Today Affords Retirement
Tomorrow)
IRS No. 94-1671384
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
NUMBER OF 5 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 21,742,846
EACH 7 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 8 SHARED DISPOSITIVE POWER
WITH 21,742,846
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,742,846
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.8%
12 TYPE OF REPORTING PERSON*
EP
</TABLE>
*SEE INSTRUCTION BEFORE FILLING OUT!
INSTRUCTIONS FOR SCHEDULE 13G
ITEM I.
(a) Dean Witter, Discover & Co.
(b) Two World Trade Center
66th Floor
New York, New York 10048
ITEM II.
(a) Dean Witter START Plan (Saving Today Affords Retirement
Tomorrow)
(b) Five World Trade Center
6th Floor
New York, New York 10048
(c) United States
(d) Dean Witter, Discover & Co. Common Stock
(e) 24240V-100
ITEM III. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-
2(B), CHECK WHETHER THE PERSON FILING IS A:
(f) /x/Employee Benefit Plan, Pension Fund which is subject to the
provision of the Employee Retirement Income Security Act of 1974
or Endowment Fund; see Section240.13d-1(b)(1)(ii)(F)
ITEM IV. OWNERSHIP
See Items 5 through 9 and 11 of cover page as to the amount owned by
the reporting person. In addition, the amount represented on the cover
page includes shares of Common Stock issued on January 14, 1997 as part of
a 2 for 1 stock split that was declared by the Board of Directors of Dean
Witter, Discover & Co. on December 16, 1996 to holders of record on
December 26, 1996.
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer of
such securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
Date: February 12, 1997
DEAN WITTER START PLAN BY DEAN WITTER
REYNOLDS INC. AS PLAN ADMINISTRATOR
/s/ Michael T. Cunningham
--------------------------
By: Michael T. Cunningham
Senior Vice President
