PROSPECTUS Dated June 2, 1997 Pricing Supplement No. 44 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-27919
Dated June 17, 1997 Dated February 5, 1997
Rule 424(b)(3)
Morgan Stanley, Dean Witter, Discover & Co.
GLOBAL MEDIUM-TERM NOTES, SERIES D
Euro Floating Rate Senior Bearer Notes Due 2003
-----------------------
The Global Medium-Term Notes, Series D (Euro Floating Rate Senior Bearer
Notes Due 2003) described in this Pricing Supplement (the "Notes") will mature
on the Maturity Date. The Notes will not be redeemable at the option of Morgan
Stanley, Dean Witter, Discover & Co. (the "Company") prior to the Maturity Date
other than under the circumstances described under "Description of Notes--Tax
Redemption" in the accompanying Prospectus Supplement.
The Notes will be issued only in bearer form, which form is further
described under "Description of Notes--Forms, Denominations, Exchange and
Transfer" in the accompanying Prospectus Supplement. Notes in bearer form will
not be exchangeable at any time for Notes in registered form at the option of
the holder.
Application has been made to the London Stock Exchange Limited (the "London
Stock Exchange") for the Notes to be admitted to the Official List.
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: LIT 300,000,000,000
Maturity Date: The Interest Payment Date in
February 2003
Settlement and Date
of Issuance: February 17, 1998
Interest Accrual Date: February 17, 1998
Issue Price: 99.83%
Specified Currency: Italian Lira ("LIT")
Redemption Dates: N/A
Initial Redemption
Percentage: N/A
Annual Redemption
Percentage Reduction: N/A
Optional Repayment
Date(s): N/A
Total Amount of OID: None
Original Yield to Maturity: N/A
Initial Accrual Period OID: N/A
Base Rate: LIBOR
Spread (Plus or Minus): Plus 0.125% per annum
Spread Multiplier: N/A
Alternate Rate
Event Spread: N/A
Index Currency: Italian Lira
Index Maturity: 3 Months
Maximum Interest Rate: N/A
Minimum Interest Rate: N/A
Initial Interest Rate: To be determined two London
Banking Days prior to the date of
issuance
Initial Interest Reset Date The Interest Payment Date next
succeeding February 17, 1998
Interest Reset Dates: Each Interest Payment Date
Interest Reset Periods: The period from and including an
Interest Reset Date to but
excluding the immediately
succeeding Interest Reset Date
Interest Payment Dates: Interest will be payable quarterly
in arrears on each day (each an
"Interest Payment Date") that
corresponds numerically to the
preceding Interest Payment Date
(or in the case of the first Interest
Payment Date, the Date of
Issuance) in the calendar month
that is three months after the
previous Interest Payment Date
(or in the case of the first Interest
Payment Date, the Date of
Issuance) or if there is not any
such numerically corresponding
date in such calendar month, the
Interest Payment Date shall be the
last day that is a Business Day in
that month. In either case, if such
date is not a Business Day then the
Interest Payment Date will be the
next day which is a Business Day
unless it would thereby fall into
the next calendar month in which
case it will be brought forward to
the first preceding Business Day.
If any Interest Payment Date falls
on the last Business Day of any
month, each subsequent Interest
Payment Date shall be the last
Business Day of the relevant
month.
(Continued on next page)
Capitalized terms not defined above have the meanings given to such terms in
the accompanying Prospectus Supplement.
MORGAN STANLEY DEAN WITTER
Banca Commerciale Italiana
Banca Monte dei Paschi di Siena S.p.A.
Banca Nazionale del Lavoro
Caboto Holding SIM
CARIPLO S.p.A.
Istituto Bancario San Paolo di Torino S.p.A
Banca di Roma CARITRO S.p.A.
Banca Popolare di Milano Credito Italiano
Carisbo S.p.A. IMI Bank (Lux) S.A.
(Continued from previous page)
Reference Screen: Telerate 3740
Calculation Agent: The Chase Manhattan Bank (London branch)
Denominations: ITL 100,000,000
ITL 10,000,000
ITL 1,000,000
Common Code: 8443254
ISIN: XS0084432540
Other Provisions: N/A
On February 5, 1998, the Company agreed to sell to the managers listed in
this Pricing Supplement (the "Managers"), and the Managers severally agreed to
purchase the principal amount of Notes set forth opposite their respective names
below at a net price of 99.58%. The Purchase Price equals the Issue Price to the
public of the Notes less a selling concession of 0.10% and a combined management
and underwriting commission of .15% of the principal amount of the Notes.
Principal Amount of
Name Notes
---- --------------------
Morgan Stanley & Co. International Limited..................ITL 250,000,000,000
Banca Commerciale Italiana.................................. 6,000,000,000
Banca Monte dei Paschi di Siena S.p.A. ..................... 6,000,000,000
Banca Nazionale del Lavoro S.p.A ........................... 6,000,000,000
Caboto Holding SIM S.p.A.................................... 6,000,000,000
CARIPLO-Cassa di Risparmio delle Provincie Lombarde S.p.A. . 6,000,000,000
Istituto Bancario San Paolo di Torino S.p.A ................ 6,000,000,000
Banca di Roma............................................... 2,400,000,000
Banca Popolare di Milano.................................... 2,400,000,000
CARITRO-Cassa di Risparmio di Trento e Rovereto S.p.A. .... 2,000,000,000
Cassa Di Risparmio in Bologna S.p.A......................... 2,400,000,000
Credito Italiano S.p.A ..................................... 2,400,000,000
IMI Bank (Lux) S.A.......................................... 2,400,000,000
Total....................................................ITL 300,000,000,000
===================
Sales of the Notes to any person in the Republic of Italy may only be made
in accordance with Italian securities, tax and other applicable laws and
regulations. Under current Italian law, only the following entities may be
authorized to place and distribute any Notes in Italy: (i) investment companies
and banks authorized to place and distribute securities in the Republic of Italy
pursuant to Article 2 of Legislative Decree No. 415 of July 23, 1996 (the
Eurosim Law) and (ii) foreign entities authorized to place and distribute
securities in the Republic of Italy pursuant to articles 16 and 18 of
Legislative Decree No. 385 of September 1, 1993, in each case acting in
compliance with the relevant provisions of the Eurosim Law and related
regulations and any other applicable laws and regulations including article 129
of Legislative Decree No. 385 of September 1, 1993.
