Exhibit 25-m


THIS CONFORMING  PAPER FORMAT  DOCUMENT IS BEING  SUBMITTED PURSUANT  TO RULE
901(d) OF REGULATION S-T

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                                   FORM T-1

                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                           STATEMENT OF ELIGIBILITY
                  UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                   CORPORATION DESIGNATED TO ACT AS TRUSTEE

                     CHECK IF AN APPLICATION TO DETERMINE
                     ELIGIBILITY OF A TRUSTEE PURSUANT TO
                       SECTION 305(b)(2)           |__|
                                                  
                           -------------------------

                             THE BANK OF NEW YORK
             (Exact name of trustee as specified in its charter)


         New York                                    13-5160382
- ----------------------------------------      -------------------------
(State of incorporation                           (I.R.S. employer
if not a U.S. national bank)                     identification no.)

48 Wall Street, New York, N.Y.                         10286
- ----------------------------------------      -------------------------
(Address of principal executive offices)             (Zip code)

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

                 MORGAN STANLEY, DEAN WITTER, DISCOVER & CO.
             (Exact name of obligor as specified in its charter)

               DELAWARE                                 36-3145972
- ----------------------------------------        -----------------------
(State or other jurisdiction of                    (I.R.S. employer
incorporation or organization)                     identification no.)

         1585 Broadway                            
      New York, New York                          10036
- ---------------------------------------   ------------------
(Address of principal executive offices)     (Zip code)
                            ______________________

                      Guarantee of Capital Securities of
                             MSDW CAPITAL TRUST V
                     (Title of the indenture securities)

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1.   GENERAL  INFORMATION.   FURNISH  THE  FOLLOWING  INFORMATION AS  TO  THE
TRUSTEE:

     (A)  NAME  AND  ADDRESS OF  EACH EXAMINING  OR SUPERVISING  AUTHORITY TO
          WHICH IT IS SUBJECT.


       Name                                        Address


Superintendent of Banks of the State of    2 Rector Street
New York                                   New York, N.Y.  10006,            
                               and Albany, N.Y. 12203

Federal Reserve Bank of New York           33 Liberty Plaza,
                                           New York, N.Y.  10045

Federal Deposit Insurance Corporation      Washington, D.C.  20429

New York Clearing House Association        New York, New York 10005

     (B)  WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

     Yes.

2.   AFFILIATIONS WITH OBLIGOR.

     IF THE  OBLIGOR IS  AN  AFFILIATE OF  THE  TRUSTEE, DESCRIBE  EACH  SUCH
     AFFILIATION. 

     None.

16.  LIST OF EXHIBITS. 

     EXHIBITS IDENTIFIED IN  PARENTHESES BELOW, ON FILE  WITH THE COMMISSION,
     ARE INCORPORATED HEREIN  BY REFERENCE AS AN EXHIBIT  HERETO, PURSUANT TO
     RULE  7A-29 UNDER  THE TRUST INDENTURE  ACT OF  1939 (THE "ACT")  AND 17
     C.F.R. 229.10(D).

     1.   A copy  of the  Organization Certificate  of The  Bank of New  York
          (formerly  Irving Trust Company)  as now in  effect, which contains
          the  authority  to commence  business  and  a  grant of  powers  to
          exercise corporate trust powers.   (Exhibit 1 to Amendment No. 1 to
          Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a
          and 1b to  Form T-1 filed with Registration  Statement No. 33-21672
          and Exhibit  1 to  Form T-1 filed  with Registration  Statement No.
          33-29637.)

     4.   A copy of the existing By-laws of the  Trustee.  (Exhibit 4 to Form
          T-1 filed with Registration Statement No. 33-31019.)

     6.   The consent of the Trustee required by Section 321(b) of 
          the Act.  (Exhibit 6 to Form T-1 filed with  Registration Statement
          No. 33-44051.)

     7.   A copy of  the latest report of condition of  the Trustee published
          pursuant  to law  or  to  the requirements  of  its supervising  or
          examining authority.

                                  SIGNATURE


     Pursuant to the  requirements of the Act,  the Trustee, The Bank  of New
York, a corporation organized and existing under the laws of the State of New
York, has  duly caused  this statement  of eligibility  to be  signed on  its
behalf by the  undersigned, thereunto duly authorized, all in The City of New
York, and State of New York, on the 11th day of February, 1998.


                           THE BANK OF NEW YORK



                           By:    /s/ LUCILLE FIRRINCIELI 
                               ---------------------------
                           Name:  LUCILLE FIRRINCIELI
                           Title: VICE PRESIDENT