PROSPECTUS SUPPLEMENT
(To Prospectus dated June 2, 1997)
Morgan Stanley, Dean Witter, Discover & Co.
DEBT SECURITIES
WARRANTS
PREFERRED STOCK
PURCHASE CONTRACTS
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
debt securities in registered form without coupons or in bearer form with or
without coupons attached (the "Debt Securities") pursuant to (i) a Senior
Indenture dated as of April 15, 1989, as supplemented by a First Supplemental
Senior Indenture dated as of May 15, 1991 and a Second Supplemental Senior
Indenture dated as of April 15, 1996, between Morgan Stanley and The Chase
Manhattan Bank (formerly known as Chemical Bank), as Trustee and (ii) a
Subordinated Indenture dated as of April 15, 1989, as supplemented by a First
Supplemental Subordinated Indenture dated as of May 15, 1991 and a Second
Supplemental Subordinated Indenture dated as of April 15, 1996, between Morgan
Stanley and The First National Bank of Chicago, as Trustee. In connection
with the Merger, the Company entered into a Third Supplemental Senior
Indenture and a Third Supplemental Subordinated Indenture, each dated as of
June 1, 1997, pursuant to which the Company assumed all of Morgan Stanley's
obligations in connection with the outstanding Debt Securities and pursuant to
which it intends to issue additional Debt Securities from time to time.
Prior to the Merger, Morgan Stanley also issued from time to
time one or more series of its preferred stock, no par value ("Morgan Stanley
Preferred Stock"). In connection with the Merger, each outstanding share of
Morgan Stanley Preferred Stock was converted into the right to receive one
fully-paid and nonassessable share of a corresponding new series of the
Company's preferred stock having terms that are identical to the Morgan
Stanley Preferred Stock so converted, except that the issuer thereof is the
Company and the par value thereof is $.01 per share (the "Preferred Stock").
The Debt Securities and the Preferred Stock are each "Securities," as further
described in the accompanying Prospectuses and Prospectus Supplements.
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
and, in the case of any Debt Securities that are Medium-Term Notes, the
accompanying Pricing Supplement of Morgan Stanley, setting forth the
specific terms of the Securities and (iii) the accompanying Prospectus of
the Company and, in the case of any Debt Securities that are Medium-Term
Notes, Series D or Series E ("Euro Medium-Term Notes"), the accompanying
Prospectus Supplement of the Company, setting forth information about the
Company, may be used by MS & Co., MSIL, DWR and 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.
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.
Morgan Stanley Dean Witter
June 2, 1997
