PROSPECTUS Dated June 2, 1997 Pricing Supplement No. 56 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-27919
Dated June 17, 1997 Dated February 25, 1998
Rule 424(b)(3)
Morgan Stanley, Dean Witter, Discover & Co.
GLOBAL MEDIUM-TERM NOTES, SERIES D
Euro Floating Rate Senior Bearer Notes Due 2003
-----------------------
The Global Medium-Term Notes, Series D (Euro Floating Rate Senior Bearer
Notes Due 2003) 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: $600,000,000
Maturity Date: The Interest Payment Date in
March 2003
Settlement and Date
of Issuance: March 11, 1998
Interest Accrual Date: March 11, 1998
Issue Price: 99.903%
Specified Currency: U.S. Dollars
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
Spread (Plus or Minus): Plus 0.1875% per annum
Spread Multiplier: N/A
Alternate Rate
Event Spread: N/A
Index Currency: U.S. Dollars
Index Maturity: 3 Months
Maximum Interest Rate: N/A
Minimum Interest Rate: N/A
Initial Interest Rate: To be determined two London
Banking Days prior to the date of
issuance
Initial Interest Reset Date: The Interest Payment Date next
succeeding March 11, 1998
Interest Reset Dates: Each Interest Payment Date
Interest Reset Periods: The period from and including an
Interest Reset Date to but
excluding the immediately
succeeding Interest Reset Date
Interest Payment Dates: Interest will be payable quarterly
in arrears on each day (each an
"Interest Payment Date") that
corresponds numerically to the
preceding Interest Payment Date
(or in the case of the first Interest
Payment Date, the Date of
Issuance) in the calendar month
that is three months after the
previous Interest Payment Date
(or in the case of the first Interest
Payment Date, the Date of
Issuance) or if there is not any
such numerically corresponding
date in such calendar month, the
Interest Payment Date shall be the
last day that is a Business Day in
that month. In either case, if such
date is not a Business Day then the
Interest Payment Date will be the
next day which is a Business Day
unless it would thereby fall into
the next calendar month in which
case it will be brought forward to
the first preceding Business Day.
If any Interest Payment Date falls
on the last Business Day of any
month, each subsequent Interest
Payment Date shall be the last
Business Day of the relevant
month.
(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
ABN Amro Goldman Sachs International
Barclays Capital Nikko Europe Plc
Credit Commercial De France Paribas
Credit Lyonnais SBC Warburg Dillon Read
Creditanstalt AG Societe Generale
Dresdner Kleinwort Benson Tokyo-Mitsubishi International plc
(Continued from previous page)
Reference Screen: Telerate 3750
Calculation Agent: The Chase Manhattan Bank (London branch)
Denominations: $ 100,000
$ 10,000
$ 1,000
Common Code: 8503869
ISIN: XS0085038692
Other Provisions: N/A
On February 25, 1998, the Company agreed to sell to the managers listed in
this Pricing Supplement (the "Managers"), and the Managers severally agreed to
purchase the principal amount of Notes set forth opposite their respective names
below at a net price of 99.703%. The Purchase Price equals the Issue Price to
the public of the Notes less a selling concession of 0.10% and a combined
management and underwriting commission of .10% of the principal amount of the
Notes.
Principal Amount
Name of Notes
- ---- ----------------
Morgan Stanley & Co. International Limited....................... $528,000,000
ABN AMRO Bank N.V. .............................................. 6,000,000
Banque Paribas................................................... 6,000,000
Barclays de Zoete Wedd Limited................................... 6,000,000
Credit Commercial De France...................................... 6,000,000
Credit Lyonnais.................................................. 6,000,000
Creditanstalt AG................................................. 6,000,000
Dresdner Bank AG London Branch................................... 6,000,000
Goldman Sachs International...................................... 6,000,000
Nikko Europe Plc................................................. 6,000,000
Societe Generale................................................. 6,000,000
Swiss Bank Corporation........................................... 6,000,000
Tokyo-Mitsubishi International plc............................... 6,000,000
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Total......................................................... $600,000,000