[WILMER, CUTLER & PICKERING LETTERHEAD]


                                 June 23, 1998


Donaldson, Lufkin & Jenrette, Inc.
277 Park Avenue
New York, New York  10172

Ladies and Gentlemen:

         We have acted as special tax counsel to Donaldson, Lufkin & Jenrette,
Inc. (the "Company") in connection with the registration of $650,000,000 of the
Company's Medium- Term Notes (the "Notes"). We hereby confirm the opinion (the
"Opinion") set forth under the caption "Certain United States Federal Income
Tax Considerations" in the prospectus supplement, dated June 23, 1998 (the
"Prospectus Supplement"), that supplements the registration statement on Form
S-3 filed by the Company with the Securities and Exchange Commission on August
22, 1997.

         We hereby consent to the use of our name under the caption "Certain
United States Federal Income Tax Considerations" in the Prospectus Supplement.
The issuance of such a consent does not concede that we are an "Expert" for the
purposes of the Securities Act of 1933.


                                         Sincerely,

                                         WILMER, CUTLER & PICKERING


                                         By: /s/ Terrill A. Hyde
                                            ------------------------
                                             Terrill A. Hyde
                                             A Partner