PROSPECTUS SUPPLEMENT
(To Prospectus dated June 2, 1997)
Morgan Stanley, Dean Witter, Discover & Co.
Morgan Stanley Finance plc
DEBT SECURITIES
GUARANTEES OF DEBT SECURITIES
PREFERRED STOCK
PREFERRED STOCK PURCHASE CONTRACTS
CAPITAL UNITS
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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 from time to time
contracts that required the holders thereof to purchase preferred stock of
Morgan Stanley ("Purchase Contracts") on terms determined at the time of sale.
Purchase Contracts issued by Morgan Stanley were issued together with debt
securities (the "Debt Securities") of Morgan Stanley Finance plc ("MS plc"),
an indirect wholly owned subsidiary of the Company (and formerly of Morgan
Stanley), and full and unconditional guarantees of Morgan Stanley (the
"Guarantees") in the form of units ("Capital Units").
In connection with the Merger and immediately upon the
effectiveness thereof, the Company assumed all of the obligations of Morgan
Stanley under the Guarantees and the Purchase Contracts and, upon any
acceleration of the Purchase Contracts, will issue one share of the preferred
stock, par value $0.01 per share, of the Company (the "Preferred Stock"),
having terms otherwise identical to those of the underlying Morgan Stanley
preferred stock, for each share of Morgan Stanley preferred stock required to
be delivered pursuant to the terms of the Purchase Contracts. The Debt
Securities, Guarantees, Preferred Stock, Purchase Contracts and Capital Units
are hereinafter referred to as the "Securities."
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
Securities, (ii) the accompanying Prospectus Supplement of Morgan Stanley
setting forth the specific terms of the Securities 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 Securities in connection with
market-making transactions in the course of their businesses as broker-
dealers. Sales of the Securities, 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 SUPPLEMENT
OR THE ACCOMPANYING PROSPECTUSES AND PROSPECTUS SUPPLEMENTS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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Morgan Stanley Dean Witter
June 2, 1997
