PROSPECTUS Dated June 2, 1997 Pricing Supplement No. 49 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-27919
Dated June 17, 1997 Dated February 13, 1998
Rule 424(b)(3)
Morgan Stanley, Dean Witter, Discover & Co.
GLOBAL MEDIUM-TERM NOTES, SERIES D
Euro Floating Rate Senior Bearer Notes Due March 2001
-----------------------
The Global Medium-Term Notes, Series D (Euro Floating Rate Senior Bearer
Notes Due March 2001) 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: ITL 100,000,000,000
Maturity Date: March 2, 2001; provided that if
such day is not a Business Day,
the Maturity Date will be the next
succeeding day that is a Business
Day, and no interest shall accrue
for the period from and after the
Maturity Date.
Settlement and Issue Date: March 2, 1998
Interest Accrual Date: March 2, 1998
Issue Price: 100%
Specified Currency: Italian Lira ("ITL")
Redemption Percentage
at Maturity: 100%
Base Rate: LIBOR. See also "Other
Provisions--Interest Rate" below.
Spread
(Plus or Minus): Plus 1.00% per annum. See also
"Other Provisions--Interest Rate"
below.
Spread Multiplier: N/A
Alternate Rate
Event Spread: N/A
Index Currency: Italian Lira
Index Maturity: 3 months
Maximum Interest Rate: 10%
Minimum Interest Rate: N/A
Initial Redemption Date: 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
Interest Payment Dates: Each March 2, June 2, September 2
and December 2, commencing June 2,
1998 (each an "Interest Payment
Date"); provided that if any such day
(other than the Maturity Date) is not a
Business Day, such Interest Payment
Date will be the next succeeding day
that is a Business Day, unless such
succeeding Business Day falls in the
next succeeding calendar month, in
which case such Interest Payment
Date will be the immediately
preceding day that is a Business Day
Interest Payment Period: Quarterly
Initial Interest Rate: The initial rate subject to the formula
under "Other Provisions--Interest
Rate" will be determined two London
Banking Days prior to the date of
issuance.
Initial Interest
Reset Date: June 2, 1998; provided that if such
day is not a Business Day, such Initial
Interest Reset Date will be the next
succeeding day that is a Business Day,
unless such succeeding Business Day
falls in the next succeeding calendar
month, in which case such Initial
Interest Reset Date will be the
immediately preceding day that is a
Business Day.
Interest Reset Dates: The second day of each month;
provided that if such day is not a
Business Day, such Interest Reset
Date will be the next succeeding day
that is a Business Day, unless such
succeeding Business Day falls in the
next succeeding calendar month, in
which case such Interest Reset Date
will be the immediately preceding day
that is a Business Day.
Interest Reset Periods: The period from and including an
Interest Reset Date to but excluding
the immediately succeeding Interest
Reset Date (monthly).
Interest Determination
Date: Two London Banking Days preceding
each Interest Reset Date
Reporting Service: Telerate 3740
(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
(Continued from previous page)
Business Days: Milan, London, New York
Agent: Morgan Stanley &Co. International
Limited
Calculation Agent: The Chase Manhattan Bank (London
Branch)
Paying Agent: The Chase Manhattan Bank (London
Branch)
Exchange Rate Agent: Morgan Stanley & Co. International
Limited
Denominations: ITL 10,000,000
Common Code: 8474478
ISIN: XS0084744787
Other Provisions:
Interest Rate: The Notes will bear interest at the rate
of (i) 3 Month ITL LIBOR plus 1.00%
per annum, subject to the Maximum
Interest Rate, during each Interest
Reset Period for which 3 Month ITL
LIBOR is equal to or greater than the
Floorside Strike Interest Rate and less
than or equal to the Topside Strike
Interest Rate on the Interest
Determination Date for such Interest
Reset Period and (ii) 0.00% during
any other Interest Reset Period.
Floorside Strike
Interest Rate: 3.50%
Topside Strike
Interest Rate: 6.50% for each Interest Payment
Period from and including March 2,
1998 to but excluding March 2, 1999.
5.50% for each Interest Payment
Period from and including March 2,
1999 to but excluding March 2, 2001.
