PROSPECTUS Dated June 2, 1997 Pricing Supplement No. 54 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-27919
Dated June 2, 1997 February 24, 1998
Rule 424(b)(3)
Morgan Stanley, Dean Witter, Discover & Co.
MEDIUM-TERM NOTES, SERIES C
Senior Fixed Rate Notes
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The Fixed Rate Notes, as further described below and in the
Prospectus Supplement under "Description of Notes--Fixed Rate Notes," will bear
interest from the date of issuance until the principal amount thereof is paid
or made available for payment at the rate set forth below.
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.
Under the Taxpayer Relief Act of 1997, with respect to an
individual, the long-term capital gain, if any, recognized on an asset held
for more than eighteen months may be subject to a lower rate (or rates) of
United States federal income taxation than the long-term capital gain
recognized on an asset held for eighteen months or less.
Principal Amount: $10,000,000
Maturity Date: February 27, 2001
Settlement Date
(Original Issue
Date): February 27, 1998
Interest Accrual Date: February 27, 1998
Issue Price: 100%
Specified Currency: U.S. Dollars
Redemption
Percentage: 100%
Redemption Dates: N/A
Annual Redemption
Percentage
Reduction: N/A
Interest Rate: 6.03% per annum
Interest Payment
Dates: Each February 27 and August 27, commencing August 27,
1998
Interest Payment
Period: Semi-annually
Total Amount of OID: N/A
Original Yield to
Maturity: N/A
Initial Accrual
Period OID: N/A
Book Entry Note or
Certificated Note: Book Entry Note
Senior Note or
Subordinated Note: Senior Note
Agent: Morgan Stanley & Co. Incorporated
Trustee: The Chase Manhattan Bank
Minimum Denomination: $1,000
CUSIP: 61745ELV1
Capitalized terms not defined above have the meanings given to such terms in
the accompanying Prospectus Supplement.
MORGAN STANLEY DEAN WITTER
