PROSPECTUS Dated June 2, 1997 Amendment No. 1 dated February 27, 1998 to
PROSPECTUS SUPPLEMENT Pricing Supplement No. 49 to
Dated June 17, 1997 Registration Statement No. 333-27919
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
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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: N/A
Minimum Interest Rate: See "Other Provisions -- Interest Rate."
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: April 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.
See "Other Provisions -- Interest Rate."
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,
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; provided that the minimum
interest rate for any quarterly payment of
interest shall be 0.10% per annum.
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.
