DEAN WITTER DISCOVER & CO
DEFA14A, 1997-05-08
FINANCE SERVICES
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<PAGE>
 
                           SCHEDULE 14A INFORMATION
 
                  PROXY STATEMENT PURSUANT TO SECTION 14(a) 
                    OF THE SECURITIES EXCHANGE ACT OF 1934
 
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
 
Check the appropriate box:

[_]Preliminary Proxy Statement               
                                             
[_]Definitive Proxy Statement 
[X]Definitive Additional Materials
[_]Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
 
 
                         DEAN WITTER, DISCOVER & CO. 
- -------------------------------------------------------------------------------
               (Name of Registrant as Specified In Its Charter)
 
 
                         DEAN WITTER, DISCOVER & CO. 
- -------------------------------------------------------------------------------
                  (Name of Person(s) Filing Proxy Statement)
 
Payment of Filing Fee (Check the appropriate box):
[X]No fee required.
[_]Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.


  (1) Title of each class of securities to which transaction applies:

    ------------------------------------------------------------------------
  (2) Aggregate number of securities to which transaction applies:

    ------------------------------------------------------------------------
  (3) Per unit price or other underlying value of transaction computed
      pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
      filing fee is calculated and state how it was determined):
 
    ------------------------------------------------------------------------
  (4) Proposed maximum aggregate value of transaction:

    ------------------------------------------------------------------------
  (5) Total fee paid:
    ------------------------------------------------------------------------    

[_]Fee paid previously with preliminary materials.
[_]Check box if any part of the fee is offset as provided by Exchange Act Rule
   0-11(a)(2) and identify the filing for which the offsetting fee was paid
   previously. Identify the previous filing by registration statement number,
   or the Form or Schedule and the date of its filing.
 
  (1) Amount Previously Paid:
 
    ------------------------------------------------------------------------
 
  (2) Form, Schedule or Registration Statement No.:
 
    ------------------------------------------------------------------------
 
  (3) Filing Party:
 
    ------------------------------------------------------------------------
 
  (4) Date Filed:
 
    ------------------------------------------------------------------------
 



<PAGE>
 
Dean Witter, Discover & Co.
Philip J. Purcell
Chairman and Chief Executive Officer
 
 
                                                                    May 8, 1997
 
 Dear Shareholder:
 
 The Annual Meeting of Dean Witter Discover shareholders will be held on May
 28, 1997, only 20 days from now. It is important that your shares be
 represented at the meeting.
 
 WE HAVE NOT YET RECEIVED YOUR PROXY. So I would like to ask you to fill out
 and return the enclosed proxy card in the postage paid envelope today.
 
 Our Board of Directors and management team strongly recommend the proposed
 merger between Dean Witter Discover and Morgan Stanley and urge you to vote
 FOR the merger.
 
 Thank you for your support.
 
 Sincerely,
 
 /s/ Philip J. Purcell
 Philip J. Purcell
 Chairman of the Board
 and Chief Executive Officer
 
 
  If you have any questions, or you need assistance with voting your proxy,
  please call our special toll-free number, 1-888-2WITTER, to reach a
  representative of Georgeson & Company Inc., whose employees are assisting
  us with this proxy.
 
 
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