MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST
SC TO-I/A, 2000-12-21
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     As filed with the Securities and Exchange Commission on
                        December 21, 2000
                Securities Act File No. 005-40894

               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

                          SCHEDULE TO
                 ISSUER TENDER OFFER STATEMENT
              (Pursuant to Section 13(e)(1) of the
                Securities Exchange Act of 1934)
                       (Amendment No. 2)

         Morgan Stanley Dean Witter Prime Income Trust
                        (Name of Issuer)

         Morgan Stanley Dean Witter Prime Income Trust
              (Name of Person(s) Filing Statement)

 Common Shares of Beneficial Interest, Par Value $.01 Per Share
                 (Title of Class of Securities)

                           616971-107
             (CUSIP Number of Class of Securities)

                        Barry Fink, Esq.
         Morgan Stanley Dean Witter Prime Income Trust
                     Two World Trade Center
                      New York, NY  10048
                         (212) 392-1600
   (Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Person(s) Filing
                           Statement)

__Check the box if the filing relates solely to preliminary
communications made before the commencement of the tender offer.

Check the appropriate boxes below to designate any transactions
to which the statement relates:
     __third-party tender offer subject to Rule 14d-1.
     X_issuer tender offer subject to rule 13e-4.
     __going-private transaction subject to Rule 13e-3.
     __amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment
reporting the results of the tender offer: X







     This Amendment No. 2 to the Issuer's Tender Offer Statement
on Schedule TO that was electronically transmitted via EDGAR on
November 14, 2000 by Morgan Stanley Dean Witter Prime Income
Trust (the "Trust"), with respect to the tender offer to purchase
up to 20,000,000 of the Trust's outstanding common shares of
beneficial interest, par value $.01 per share, amends such
statement on Schedule TO to add the following supplemental
information:

     (a)  The offer contained in the Offer to Purchase dated
November 15, 2000 (the "Offer to Purchase") and the related
Letter of Transmittal (which together constituted the "Offer")
expired at 12:00 midnight, New York City time on December 15,
2000.

     (b)  11,498,738.63 common shares, or approximately 3.8% of
the outstanding shares as of the expiration date, December 15,
2000, were validly tendered through the expiration date and were
not withdrawn and were purchased by the Trust at a price of $9.60
per common share, the net asset value of the common shares at the
time the offer expired.


     (c)  The Schedule TO is hereby terminated.





























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                            SIGNATURE


      After  due  inquiry  and to the best of  my  knowledge  and
belief,  I  certify  that  the  information  set  forth  in  this
statement is true, complete and correct.

                                   MORGAN STANLEY DEAN WITTER
                                   PRIME INCOME TRUST
                                   /s/ Barry Fink
                                   Barry Fink
                                   Vice President and
                                   Secretary


December 21, 2000
























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