PROSPECTUS Dated June 2, 1997 Pricing Supplement No. 39 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-27919
Dated June 17, 1997 Dated January 22, 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 2003
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The Global Medium-Term Notes, Series E (Euro Floating Rate Senior Bearer
Notes Due February 2003) described in this Pricing Supplement (the "Notes") will
mature on the Maturity Date. The Notes will be redeemable in whole, but not in
part, 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 3,000,000,000
Maturity Date: February 12, 2003; 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: 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 February 12 and August 12,
commencing August 12, 1998;
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: Semi-annually
Initial Interest Rate: To be determined 2 London Banking
Days prior to the date of issuance
Initial Interest
Reset Date: August 12, 1998; 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 August 1998
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
(continued from previous page)
Base Rate: LIBOR
Spread (Plus or Minus): Plus 0.50% per annum
Spread Multiplier: N/A
Alternate Rate Event Spread: N/A
Index Currency: Japanese Yen
Index Maturity: 6 Months
Maximum Interest Rate: as set forth beside the applicable
interest payment periods below:
Maximum
Interest Payment Period Interest Rate
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From and including February 12, 1998 to
and excluding February 12, 1999............ 1.20%
From and including February 12, 1999 to
and excluding February 12, 2000............ 1.62%
From and including February 12, 2000 to
and excluding February 12, 2001............ 2.04%
From and including February 12, 2001 to
and excluding February 12, 2002............ 2.46%
From and including February 12, 2002 to
and excluding February 12, 2003............ 2.88%
Minimum Interest Rate: N/A
Denominations: JPY 100,000,000
Business Day: Tokyo, London and New York
Common Code: 008412138
ISIN: XS0084121382
