PROSPECTUS Dated June 2, 1997 Pricing Supplement No. 28 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-27919
Dated June 2, 1997 December 24, 1997
Rule 424(b)(3)
Morgan Stanley, Dean Witter, Discover & Co.
MEDIUM-TERM NOTES, SERIES C
Senior Floating Rate Notes
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The Medium-Term Notes, Series C (Senior Floating Rate Notes)
described in this Pricing Supplement (the "Notes") will mature on the Maturity
Date and will not be redeemable at the option of Morgan Stanley, Dean Witter,
Discover & Co. prior to the Maturity Date. The Notes are further described
under "Description of Notes--Floating Rate Notes" in the accompanying
Prospectus Supplement, except that to the extent the terms described below are
inconsistent with such description, the terms described below shall control.
Principal Amount: $500,000,000
Maturity Date: January 15, 1999; provided that if such day is not a
Business Day, the payment of principal and interest
will be made on the next succeeding Business Day,
and no interest on such payment shall accrue for
the period from and after the Maturity Date
Interest Accrual Date: January 15, 1998
Interest Payment Dates: Each January 15, April 15, July 15 and October 15,
commencing April 15, 1998
Initial Interest Rate: To be determined on the second Business Day next
preceding the Original Issue Date
Base Rate: Federal Funds Rate
Index Maturity: 1-Day
CUSIP: 61745ELF6
Spread (Plus or Minus): Plus 0.20% per annum
Minimum Denomination: $1,000
Interest Payment
Period: Quarterly
Specified Currency: U.S. Dollars
Issue Price: 100%
Settlement Date
(Original Issue Date): January 15, 1998
Initial Interest Reset
Date: January 16, 1998, or if such day is not a Business
Day, the next succeeding Business Day
Interest Reset Dates: Each Business Day except the Business Day
immediately prior to each Interest Payment Date
Interest Reset Period: Daily
Interest Determination
Dates: The second Business Day next preceding each
Interest Reset Date
Reporting Service: Telerate (Page 120 under the heading "Federal Funds
Effective Rate")
Book Entry Note or
Certificated Note: Book Entry Note
Senior Note or
Subordinated Note: Senior Note
Agent: Morgan Stanley & Co. Incorporated
Calculation Agent: The Chase Manhattan Bank
Capitalized terms not defined above have the meanings given to such terms in
the accompanying Prospectus Supplement.
MORGAN STANLEY DEAN WITTER
