PROSPECTUS Dated June 2, 1997 Pricing Supplement No. 5 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-27919
Dated June 2, 1997 June 18, 1997
Rule 424(b)(3)
Morgan Stanley, Dean Witter, Discover & Co.
MEDIUM-TERM NOTES, SERIES C
Senior Floating Rate Notes
------------
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: $200,000,000
Maturity Date: June 22, 1998; 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: June 20, 1997
Interest Payment Dates: Each March 22, June 22, September 22 and December 22,
commencing September 22, 1997
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: 61745EKP5
Spread (Plus or Minus): Plus 0.14% per annum
Minimum Denomination: $1,000
Interest Payment Period: Quarterly
Specified Currency: U.S. Dollars
Issue Price: 100%
Settlement Date
(Original Issue Date): June 20, 1997
Initial Interest Reset
Date: June 21, 1997, 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
