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).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 26214}]
{"company-data": {"conformed-name": "MORGAN STANLEY DEAN WITTER DISCOVER & CO", "cik": "0000895421", "assigned-sic": "6199", "irs-number": "363145972", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-28263", "film-number": "97617986"}, "business-address": {"street1": "TWO WORLD TRADE CENTER", "city": "NEW YORK", "state": "NY", "zip": "10048", "phone": "2123922222"}, "former-company": {"former-conformed-name": "DEAN WITTER DISCOVER & CO", "date-changed": "19960315"}}
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
===========================================================================================================================
               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
---------------------------------------------------------------------------------------------------------------------------
Common Stock
par value $.01 per share(2)(3)           148,000,000             $40                 $5,920,000,000           $1,793,940
===========================================================================================================================
(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.
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:
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.
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).
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
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.
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
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
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
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).
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).