
                                                          EXHIBIT 99.1

MORGAN STANLEY                              DEAN WITTER, DISCOVER & CO.
-----------------------------------------------------------------------

FOR IMMEDIATE RELEASE

Contacts:
Jeanmarie McFadden      Tim Lee            Paul Verbinnen/George Sard
Morgan Stanley & Co.    Dean Witter,       Sard Verbinnen & Co.
212/761-4059              Discover & Co.   212/687-8080
                        212/392-8709


               MORGAN STANLEY AND DEAN WITTER, DISCOVER
                IN MERGER OF EQUALS; CREATES PREEMINENT
                    GLOBAL FINANCIAL SERVICES FIRM

               New Company To Focus on Market Leadership
          In Securities, Asset Management and Credit Services

                       ------------------------

     New York, February 5, 1997 -- Dean Witter, Discover & Co.
(NYSE:DWD) and Morgan Stanley Group Inc. (NYSE: MS) today announced a
definitive agreement to merge, creating a preeminent global financial
services firm with a market capitalization of $21 billion and leading
market positions in its three primary businesses - securities, asset
management and credit services. The new company will be named Morgan
Stanley, Dean Witter, Discover & Co.

     Under the terms of the definitive agreement unanimously approved
yesterday by the Boards of both companies, each Morgan Stanley common
share will be exchanged for 1.65 Dean Witter common shares.

     Philip J. Purcell, Chairman and Chief Executive Officer of Dean
Witter, will be Chairman and Chief Executive Officer of the new
company. John J. Mack, President of Morgan Stanley, will be President
and Chief Operating Officer of the new company. Richard B. Fisher,
Chairman of Morgan Stanley, will be Chairman of the Executive
Committee of the Board of Directors. The Board will have 14 members,
with seven nominated by each firm.

     "The combination of Morgan Stanley and Dean Witter, Discover may
be as close to an ideal merger as there is," said Mr. Purcell. "It is
based on powerful franchises, high profitability and opportunities for
accelerated growth. In the securities business, it combines Morgan
Stanley's strengths in investment banking and institutional sales and
trading with Dean Witter's in retail distribution and asset gathering.
In asset management, the combination results in a business that
manages more than $270 billion - the largest of any securities firm.
In credit services, the combined companies' financial resources and
the Morgan Stanley global



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presence create significant opportunities for expansion of this
business."

     Mr. Purcell continued: "Morgan Stanley, Dean Witter, Discover
will be a global financial services powerhouse with unmatched
origination and distribution skills, and a unique balance between
institutional and retail capabilities."

     Said Mr. Mack, "The financial services industry is entering an
era of unprecedented convergence and consolidation. Those firms that
want to control their own destinies in the next century must have
leading market positions in all of their businesses, balanced earnings
streams, broad-based customer access, and a global presence among both
providers and users of capital. This bold move will accelerate the
ability of both companies to achieve our respective long-term
strategic goals. With little overlap between the two firms, there will
be extraordinary new opportunities for our employees and customers as
we create a uniquely integrated company."

     Said Mr. Fisher, "Phil Purcell and John Mack will lead a strong
management team, and it's clear that there is an excellent strategic
fit between two complementary and compatible firms with superb
franchises and respected brand names. This combination offers
compelling benefits to the shareholders, customers and employees of
both companies, and will enable both firms to do far more together
than either could have done separately. This combination ensures that
the new firm will play a preeminent role as one of the handful of
firms dominating global financial services in the 21st century."

     In the new company, Dean Witter's retail asset management and
credit services will report to Mr. Purcell. Institutional and retail
securities, investment banking and Morgan Stanley's asset management
division will report to Mr. Mack.

     The transaction, which is expected to be completed in mid-1997,
is intended to be accounted for as a pooling of interests and is
expected to be tax-free. The merger is expected to be accretive to
earnings per share for the merged company. In connection with the
transaction, each company granted the other an option, exercisable
under certain conditions, to acquire shares representing 19.9% of its
outstanding shares.



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     Morgan Stanley shareholders will have approximately 45% and Dean
Witter's shareholders will have approximately 55% of the new company's
shares.

     Pursuant to the pooling of interests method of accounting, at the
time of closing the combined company will formally rescind any open
stock repurchase authorizations existing at the time. Prior to
closing, both companies may continue to repurchase stock in the open
market subject to the aggregate limitations imposed by the pooling of
interests method.

     The merger is subject to customary closing conditions, including
certain regulatory approvals and the approval of shareholders of both
companies.

     Dean Witter, Discover & Co. is a financial services company with
three major businesses: full service brokerage, asset management and
credit services. It has the third largest retail brokerage firm with
over 9,000 account executives and 361 branches throughout the U.S. The
company manages more than $100 billion in customer assets. Led by its
flagship Discover Card, Dean Witter is the nation's largest credit
card issuer with 39 million accounts, and the third largest in
receivables.

     Since its formation in 1935, Morgan Stanley & Co. has been a
leader in the investment banking field. Through a network of 27
principal offices in 19 countries, Morgan Stanley offers a complete
range of sophisticated financial services to sovereign governments,
corporations, institutions and individuals throughout the world. In
1996, Morgan Stanley ranked first in the world in mergers and
acquisition advisory assignments and held a leading positions in debt
and equity underwriting.


