MORGAN STANLEY DEAN WITTER DISCOVER & CO
424B3, 1998-03-04
FINANCE SERVICES
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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
                                                                    ============
   Total.........................................................   $600,000,000



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