PROSPECTUS Dated June 2, 1997 Pricing Supplement No. 65 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-27919
Dated June 17, 1997 Dated March 10, 1998
Rule 424(b)(3)
Morgan Stanley, Dean Witter, Discover & Co.
GLOBAL MEDIUM-TERM NOTES, SERIES D
Euro Floating Rate Senior Bearer Notes Due 2000
-----------------------
The Global Medium-Term Notes, Series D (Euro Floating Rate Senior Bearer
Notes Due 2000) 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, subject to and as modified by
the provisions described below.
Principal Amount: ITL 50,000,000,000
Maturity Date: March 17, 2000
Settlement and Date
of Issuance: March 17, 1998
Interest Accrual Date: March 17, 1998
Issue Price: 100.00%
Specified Currency: Italian Lira ("ITL")
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 to but excluding March
17, 1999. See "Other
Provisions" below.
Spread (Plus or Minus): N/A
Spread Multiplier: N/A
Alternate Rate
Event Spread: N/A
Index Currency: Italian Lira to but excluding
March 17, 1999. See "Other
Provisions" below.
Index Maturity: 6 Months to but excluding
March 17, 1999. See "Other
Provisions" below.
Maximum Interest Rate: N/A
Minimum Interest Rate: See "Other Provisions" below.
Initial Interest Rate: To be determined two London
Banking Days prior to the date
of issuance
Initial Interest Reset Date: September 17, 1998
Interest Reset Date: Each Interest Payment Date
Interest Reset Period: The period from and including
an Interest Reset Date to but
excluding the immediately
succeeding Interest Reset Date
Interest Determination
Dates: To but excluding March 17,
1999, two London Banking Days
prior to each Interest Reset Date.
See "Other Provisions" below.
Interest Payment Dates: September 17, 1998, March 17,
1999 and 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, except that if such
Business Day is in the next
succeeding calendar month, such
Interest Payment Date shall be
the next preceding day that is a
Business Day.
Interest Payment Period: Semi-annually through March
17, 1999 then annually.
Reference Screen: Telerate 3740 through March 17,
1999. See "Other Provisions"
below.
Calculation Agent: The Chase Manhattan Bank
(London branch)
Denominations: ITL 100,000,000
Common Code: 8549486
ISIN: XS0085494861
Business Days: London, New York, Milan
(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)
OTHER PROVISIONS:
From and including March 17, 1999 to but excluding the Maturity Date, the Notes
will bear interest at a rate calculated pursuant to the formula under Interest
Rate, as further described below.
Interest Rate: The maximum of (a) 0.10% and (b) 33.50% - (3 x 12-month ATHIBOR),
as determined on the second Athens Banking Day preceding an Interest Reset Date.
"12-month ATHIBOR" means the 12 month ATHIBOR rate that appears on the Reporting
Service as of 12:00 noon, Athens time, on each Interest Determination Date (as
defined below). If no such rate appears, the Calculation Agent will request the
principal Athens office of each of five major reference banks in the Athens
interbank market, as selected by the Calculation Agent (after consultation with
the Company), to provide the Calculation Agent with its offered rate for
deposits in Greek Drachmae for the period of the Index Maturity (as defined
below), commencing on the second Athens Banking Day immediately following such
Interest Determination Date, to prime banks in the Athens interbank market at
approximately 12:00 noon, Athens time, on such Interest Determination Date and
in a principal amount equal to an amount of not less than the equivalent of
U.S.$1 million in Greek Drachmae that is representative of a single transaction
in Greek Drachmae in such market at such time. If at least two such quotations
are provided, 12-month ATHIBOR will be the arithmetic mean of such quotations.
If fewer than two quotations are provided, 12-month ATHIBOR in respect of that
Interest Determination Date will be the arithmetic mean of the rates quoted by
major banks in Athens, as selected by the Calculation Agent (after consultation
with the Company), at approximately 12:00 noon, Athens time, on such Interest
Determination Date for loans in Greek Drachmae to leading European banks for a
period of twelve months in a principal amount equal to an amount of not less
than the equivalent of U.S.$1 million in Greek Drachmae.
"Athens Banking Day" means any day on which dealings in deposits in Greek
Drachmae are transacted in the Athens interbank market.
"Interest Determination Date" with respect to any Interest Reset Date means the
second Athens Banking Day next preceding such Interest Reset Date.
Index Currency: Greek Drachmae
Index Maturity: 12 months
Reporting Service: Reuters Page ATHIBOR under the column "1 YEAR" and the row
"Recalculated Rates" (or such other page as may replace that page on that
service for the purpose of displaying such rate).
