PROSPECTUS Dated June 2, 1997 Pricing Supplement No. 66 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-27919
Dated June 2, 1997 Dated March 10, 1998
Rule 424(b)(3)
MORGAN STANLEY, DEAN WITTER, DISCOVER & CO.
MEDIUM-TERM NOTES, SERIES C
Senior Variable Rate Renewable Notes
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The Senior Variable Rate Renewable Notes described in this Pricing
Supplement (the "Renewable Notes") will mature on the Initial Maturity Date,
unless the maturity of all or any portion of the principal amount thereof is
extended in accordance with the procedures described below. On the calendar day
following an Election Date (as defined herein), the maturity of the Renewable
Notes will be extended to the date occurring 366 calendar days from and
including the 12th day of the next succeeding month unless the holder thereof
elects to terminate such automatic extension; provided, however, that if such
366th calendar day is not a Business Day, the maturity of the Renewable Notes
will be extended to the immediately preceding Business Day. The holder may
terminate the automatic extension of the maturity of the Renewable Notes or of
any portion thereof having a principal amount of $1,000 or any multiple of
$1,000 in excess thereof by delivering a notice to such effect to the Trustee
for the Renewable Notes on any Business Day during the period beginning on the
fourth Business Day preceding an Election Date to, and including (if such
Election Date is a Business Day), such Election Date. Such option may be
exercised with respect to less than the entire principal amount of the Renewable
Notes; provided that the principal amount for which such option is not exercised
is at least $1,000 or any larger amount that is an integral multiple of $1,000.
Notwithstanding the foregoing, the maturity of the Renewable Notes may not be
extended beyond the Final Maturity Date. If the holder elects to terminate the
automatic extension of the maturity of any portion of the principal amount of
the Renewable Notes on any Business Day during the period beginning on the
fourth Business Day preceding an Election Date to, and including (if such
Election Date is a Business Day), any such Election Date, such portion will
become due and payable 366 calendar days from and including the 12th day of the
month in which such election is made; provided, however, that if such 366th
calendar day is not a Business Day, such portion will become due and payable on
the immediately preceding Business Day. An "Election Date" shall be the twelfth
day of each month from April 1998 to February 2000 inclusive. Upon delivery of a
notice electing to terminate the automatic extension of a Renewable Note or any
portion thereof to the Trustee, such election shall be irrevocable.
The Renewable Notes will bear interest from the date of issuance until the
principal amount thereof is paid or made available for payment at a rate
determined by reference to the Base Rate (based on the Index Maturity) plus the
Spread. If the holder of a Renewable Note elects to terminate the automatic
extension of such Renewable Note or any specified portion thereof, the Spread
applicable to such Renewable Note or specified portion thereof will be reduced
to minus 0.05%.
The Renewable Notes will not be redeemable at the option of Morgan Stanley
Group Inc. prior to the Final Maturity Date.
The Renewable Notes are further described under "Description of Notes --
Renewable Notes" in the accompanying Prospectus Supplement, subject to and as
modified by the provisions described below.
Principal Amount: $400,000,000
Initial Maturity Date: April 9, 1999, or if such day is not
a Business Day, the immediately
preceding Business Day
Final Maturity Date: March 13, 2001, or if such day is
not a Business Day, the
immediately preceding Business
Day
Base Rate: LIBOR
Index Maturity: 3 months
Spread: Plus 0.10% per annum
Incremental Spread: N/A
Incremental Spread
Commencement Date: N/A
Spread Multiplier: N/A
Maximum Interest Rate: N/A
Minimum Interest Rate: N/A
Initial Interest Rate: To be determined 2 London
Banking Days prior to the Original
Issue Date
Initial Interest Reset Date: June 12, 1998, or if such day is not
a Business Day the immediately
preceding Business Day
Interest Accrual Date: March 13, 1998
Interest Reset Periods: The first Interest Reset Period will
be the period from and including
June 12, 1998 to but excluding the
immediately succeeding Interest
Payment Date. Thereafter, the
Interest Reset Periods will be the
periods from and including an
Interest Payment Date to but
excluding the immediately
succeeding Interest Payment Date
Interest Payment Dates
and Interest Reset Dates: Each March 12, June 12,
September 12 and December 12,
commencing June 12, 1998, or if
such day is not a Business Day the
immediately preceding Business
Day
Interest Determination
Dates: Two London Banking Days prior to
Interest Reset Dates.
Election Dates: The twelfth day of each month from
April 1998 to February 2000,
inclusive
Redemption Dates: N/A
Redemption Percentage: N/A
Alternate Rate Event N/A
Spread:
Interest Payment Period: Quarterly
Specified Currency: U.S. Dollars
Issue Price: 100%
Settlement Date
(Original Issue Date): March 13, 1998
Book Entry Note or
Certificated Note: Book Entry Date
Reporting Service: Telerate Page 3750
Senior Note or
Subordinated Note: Senior Note
Trustee and
Calculation Agent: The Chase Manhattan Bank
Agent: Morgan Stanley & Co.
Incorporated
Minimum Denominations: $1,000
CUSIP No: 61745EMG3
Capitalized terms not defined above have the meanings given to such terms in the
accompanying Prospectus Supplement.
MORGAN STANLEY DEAN WITTER
