Correction: Fitch Ratings Downgrades Morgan Stanley's Senior Debt To 'AA-'.

Business Editors

CHICAGO--(BUSINESS WIRE)--May 17, 2002

(This is a revised version of a press release issued earlier today, containing updated rating information on Morgan Stanley S.V.)

Fitch Ratings has downgraded the long-term debt of Morgan Stanley Dean Witter & Co. (Morgan Stanley) to 'AA-' from 'AA'. Its 'F1+' short-term debt rating and 'B' individual rating have been affirmed. The Rating Outlook has been changed to Stable from Negative. All ratings are listed at the conclusion of this release.

While cyclical trends pressure profitability in the near and intermediate terms, Fitch believes that securities firms are also facing secular changes. Consolidation in financial services has expanded the competitive universe compelling securities firms to increase participation in credit products and pressuring margins. Technology innovations have also created commoditization of both products and distribution pressuring profit margins in core business lines. Recent performance has also failed to generate expected geographic diversification from European operations as market activity is highly correlated to the US. In addition, the industry may be hampered by prolonged negotiations and settlements related to regulatory investigations surrounding the IPO boom.

Morgan Stanley's historically strong financial performance relative to peer, sound liquidity and capital management and conservative risk appetite support its credit rating in the 'AA' category.

Morgan Stanley Dean Witter & Co.

--Senior debt 'AA-';

--Subordinated debt 'A+';

--Preferred stock 'A';

--Short-term 'F1+'

--Individual 'B';

--Support '5'.

--Rating Outlook Stable

Discover Bank

--Senior debt 'AA-';

--Subordinated debt 'A+'

--Preferred stock 'A';

--Short-term 'F1+';

--Individual 'B/C';

--Support '3'.

--Rating Outlook Stable

Morgan Stanley, S.V., S.A.

--Long-term 'A+';

--Short-term 'F1';

--Rating Outlook Stable.