PROSPECTUS Dated June 2, 1997 Pricing Supplement No. 38 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-27919
Dated June 17, 1997 Dated January 21, 1998
Rule 424(b)(3)
Morgan Stanley, Dean Witter, Discover & Co.
GLOBAL MEDIUM-TERM NOTES, SERIES E
Euro Floating Rate Senior Bearer Notes Due February 2008
---------------------------
The Global Medium-Term Notes, Series E (Euro Floating Rate Senior Bearer
Notes Due February 2008) described in this Pricing Supplement (the "Notes") will
mature on the Maturity Date. The Notes will be redeemable at the option of
Morgan Stanley, Dean Witter, Discover & Co. (the "Company") upon not less than
30 nor more than 35 calendar days notice on any Interest Payment Date,
commencing February 12, 1999, and 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.
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: JPY 2,000,000,000
Maturity Date: February 12, 2008; provided that if such
day is not a Business Day, the payment
of principal and interest will be made
on the next succeeding Business Day,
and no interest on such payment shall
accrue for the period from and after the
Maturity Date
Settlement and Issue Date: February 12, 1998
Interest Accrual Date: February 12, 1998
Issue Price: 100.00%
Specified Currency: Japanese Yen
Redemption Percentage
at Maturity: 100%
Initial Redemption Date: Redeemable in whole, but not in part,
at the option of the Company upon not
less than 30 nor more than 35 calendar
days notice on any Interest Payment
Date, commencing February 12, 1999
Initial Redemption Percentage: 100%
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
See "Other Provisions -- Interest Rate"
below.
Interest Payment Dates Each February 12, May 12, August 12,
and November 12, commencing
February 12, 1999; provided that the
final Interest Payment Date will be
the Maturity Date. If any such day
(other than the Maturity Date) is not
a Business Day, such Interest
Payment Date will be the next
succeeding Business Day.
Interest Payment Period: Annually to but excluding February 12,
1999 and then quarterly
Initial Interest Rate: 3.00% per annum
Initial Interest Reset Date: February 12, 1999;or if such day is not
a Business Day, the next succeeding
Business Day
Interest Reset Dates: Each Interest Payment Date
commencing on the Interest Payment
Date in February 1999
Interest Reset Periods: The period from and including an
Interest Reset Date to but excluding the
immediately succeeding Interest Reset
Date
Reporting Service: Telerate 3750
Calculation Agent: The Chase Manhattan Bank (London
Branch)
Paying Agent: The Chase Manhattan Bank (London
Branch)
Exchange Rate Agent: Morgan Stanley & Co. International
Limited
Agent: Morgan Stanley & Co. International
Limited
(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
<PAGE>
(continued from previous page)
Spread (Plus or Minus): none
Spread Multiplier: N/A
Alternate Rate Event Spread: N/A
Index Currency: Japanese Yen
Index Maturity: 3 Months
Maximum Interest Rate: N/A
Minimum Interest Rate: 0.00%
Other Provisions:
Interest Rate: As set forth beside the applicable
interest payment periods below
and, in each case, subject to the
Minimum Interest Rate:
Interest Payment Period Interest Rate
- ----------------------- -------------
From and including February 12, 1998 to
and excluding February 12, 1999.................. 3.00%
From and including February 12, 1999
to and excluding February 12, 2000............... 4.00% minus the Base Rate
From and including February 12, 2000
to and excluding February 12, 2001............... 4.50% minus the Base Rate
From and including February 12, 2001
to and excluding February 12, 2002............... 5.10% minus the Base Rate
From and including February 12, 2002
to and excluding February 12, 2003............... 5.10% minus the Base Rate
From and including February 12, 2003
to and excluding February 12, 2004............... 5.50% minus the Base Rate
From and including February 12, 2004
to and excluding February 12, 2005............... 6.00% minus the Base Rate
From and including February 12, 2005 to
and excluding February 12, 2006.................. 6.30% minus the Base Rate
From and including February 12, 2006 to
and excluding February 12, 2007.................. 7.00% minus the Base Rate
From and including February 12, 2007 to
and excluding February 12, 2008.................. 8.00% minus the Base Rate
Denominations: JPY 100,000,000
Business Day: Tokyo, London and New York
Common Code: 008412146
ISIN: XS0084121465
