PROSPECTUS SUPPLEMENT
(To Prospectus dated June 2, 1997)
Morgan Stanley, Dean Witter, Discover & Co.
CURRENCY WARRANTS
INDEX WARRANTS
INTEREST RATE WARRANTS
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As of May 31, 1997, Morgan Stanley Group Inc. ("Morgan
Stanley") merged with and into Dean Witter, Discover & Co. ("Dean Witter
Discover") (the "Merger"). Dean Witter Discover continued as the successor
corporation and changed its name to Morgan Stanley, Dean Witter, Discover &
Co. (the "Company").
Prior to the Merger, Morgan Stanley issued (i) Nikkei 225 Index
Call Warrants Expiring August 15, 1997, entitling the holders thereof to
receive from Morgan Stanley, upon exercise, an amount in cash determined by
reference to increases in the Nikkei 225 Index ( the "Nikkei Warrants") and
(ii) AMEX Hong Kong 30 Index Call Warrants Expiring August 15, 1997,
entitling the holders thereof to receive from Morgan Stanley, upon exercise,
an amount in cash determined by reference to increases in the American Stock
Exchange Hong Kong 30 Index (the "AMEX Warrants"). The Nikkei Warrants were
issued pursuant to a Warrant Agreement, dated as of August 21, 1995, among
Morgan Stanley, The Chase Manhattan Bank, as warrant agents and Morgan Stanley
& Co. Incorporated, as determination agent (the "Nikkei Warrant Agreement").
The AMEX Warrants were issued pursuant to a Warrant Agreement, dated as of
October 10, 1995, among Morgan Stanley, The Chase Manhattan Bank, as warrant
agents and Morgan Stanley & Co. Incorporated, as determination agent (the
"AMEX Warrant Agreement"). In connection with the Merger and immediately upon
the effectiveness thereof, the Company assumed all of the obligations of
Morgan Stanley under the Nikkei Warrant Agreement and the AMEX Warrant
Agreement.
Morgan Stanley & Co. Incorporated ("MS&Co."), Morgan Stanley
& Co. International Limited ("MSIL"), Dean Witter Reynolds Inc. ("DWR")
and Dean Witter International Ltd. ("DWIL") are wholly owned subsidiaries
of the Company. This Prospectus Supplement and (i) the accompanying
Prospectus of Morgan Stanley setting forth the general terms of the Nikkei
Warrants or the AMEX Warrants, as applicable, (ii) the accompanying
Prospectus Supplement of Morgan Stanley, setting forth the specific terms
of the Nikkei Warrants or the AMEX Warrants, as applicable, and (iii) the
accompanying Prospectus of the Company, setting forth information about the
Company, may be used by MS&Co., MSIL, DWR, DWIL and other affiliates of the
Company to offer and sell previously issued Nikkei Warrants or AMEX
Warrants, as applicable, in connection with market-making transactions in
the course of their businesses as broker-dealers. Sales of the Nikkei
Warrants or the AMEX Warrants, as applicable, if any, will be made at
varying prices related to prevailing market prices at the time of sale or
otherwise. MS&Co., MSIL, DWR, DWIL and such other affiliates may act as a
principal or agent in such transactions. None of MS&Co., MSIL, DWR, DWIL
or any such other affiliates are obligated to make a market and may
discontinue any market-making activities at any time without notice.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
MORGAN STANLEY DEAN WITTER
June 2, 1997
