


                                                                   EXHIBIT 4-c


                              FORM OF CERTIFICATE


                     _____% CUMULATIVE PREFERRED STOCK
                         ($_____.000 STATED VALUE)

          NUMBER                                          SHARES

        ___________                                    ____________



                                                    CUSIP 617446 - 489


                  MORGAN STANLEY, DEAN WITTER, DISCOVER & CO.

             INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
                       THIS CERTIFICATE IS TRANSFERABLE
                       IN THE CITY OF NEW YORK, NEW YORK

               This is to certify that _____________________________ is the
owner of _____________________________ fully paid and non-assessable shares
of ____ % Cumulative Preferred Stock, without par value, stated value
$ ________ per share, of Morgan Stanley, Dean Witter, Discover &
Co. transferable on the books of the Corporation by the holder hereof in
person or by duly authorized attorney upon surrender of this certificate
properly endorsed.

               This certificate is not valid unless countersigned and
registered by the Transfer Agent and Registrar.

               Witness the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.


Dated ___________________

[SEAL]



_____________________________       ___________________________________
[Assistant Secretary]               [Financing Officer]


                                    Countersigned and Registered,
                                    THE BANK OF NEW YORK,
                                    Transfer Agent and Registrar




                                    By _______________________________
                                       Authorized Signature

                           [Reverse of Certificate]

                  MORGAN STANLEY, DEAN WITTER, DISCOVER & CO.

               Morgan Stanley, Dean Witter, Discover & Co. (the "Corporation")
will furnish, without charge to each stockholder who so requests, a copy of
the designations, powers, preferences and relative participating, optional or
other special rights of each class of stock of the Corporation or series
thereof and the qualifications, limitations or restrictions of such
preferences and/or rights applicable to each class of stock of the Corporation
or series thereof. Such information may be obtained by a request in writing to
the Secretary of the Corporation at its principal place of business.

               This certificate and the share or shares represented hereby are
issued and shall be held subject to all of the provisions of the Corporation's
Restated Certificate of Incorporation, as amended, and the Certificate of
Designation of Preferences and Rights of the _________% Cumulative Preferred
Stock ($_______ Stated Value) (copies of which are on file with the Transfer
Agent), to all of which the holder, by acceptance hereof, assents.

               The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as though they were written
out in full according to applicable laws or regulations:

TEN COM - as tenants in common        UNIF GIFT MIN ACT - ____ Custodian ______
TEN ENT - as tenants by the entireties                   (Cust)         (Minor)
JT TEN  - as joint tenants with right             under Uniform Gifts to Minors
          of survivorship and not as              Act ____________________
          tenants in common (State)

      Additional abbreviations may also be used though not in the above list.

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

      For value received, __________________________ hereby sell, assign and
transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

______________________________________________________________________________

______________________________________________________________________________
 PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE

______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________ shares

of the capital stock represented by the within certificate, and do hereby
irrevocably constitute and appoint _______________________________________ ,
Attorney to transfer the said stock on the books of the within named
Corporation with full power of substitution in the premises.


Dated ___________________________     ____________________________________
                                      Signature

                         NOTICE:      The signature to this assignment must
                                      correspond with the name as written
                                      upon the face of this certificate in
                                      every particular, without alteration or
                                      enlargement or any change whatever.

