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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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AMENDMENT NO. 1 TO
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MORGAN STANLEY DEAN WITTER & CO.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 36-3145972
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(State of Incorporation or Organization) (IRS Employer Identification no.)
1585 Broadway, New York, New York 10036
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(Address of Principal Executive Offices) (Zip Code)
If this Form relates to the registration If this Form relates to the
of a class of securities pursuant to registration of a class of
Section 12(b) of the Exchange Act and is securities pursuant to
effective pursuant to General Section 12(g) of the Exchange
Instruction A.(c), please check the Act and is effective pursuant
following box. [X] to General Instruction A.(d),
please check the following
box. [ ]
Securities Act registration statement file number to which this form relates:
333-46935
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Medium-Term Notes, Series C THE NEW YORK STOCK EXCHANGE
(Senior Fixed Rate Notes)
Due December 30, 2005
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of the Registrant's Securities to be
Registered.
The title of the class of securities to be registered hereunder
is: Medium-Term Notes, Series C (Senior Fixed Rate Notes), Exchangeable Notes
Due December 30, 2005 (the "Johnson & Johnson Exchangeable Notes"). A
description of the Johnson & Johnson Exchangeable Notes is set forth under the
caption "Description of Debt Securities" in the prospectus included within the
Registration Statement of Morgan Stanley Dean Witter & Co. (the "Registrant")
on Form S-3 (Registration No. 333-46935) (the "Registration Statement"), as
supplemented by the information under the caption "Description of Notes" in
the prospectus supplement dated March 26, 1998 and filed pursuant to Rule
424(b) under the Securities Act of 1933, as amended (the "Act"), which
description is incorporated herein by reference, and as further supplemented
by the description of the Johnson & Johnson Exchangeable Notes contained in
the pricing supplement dated December 22, 1998 to be filed pursuant to Rule
424(b) under the Act, which contains the final terms and provisions of the
Johnson & Johnson Exchangeable Notes and is hereby deemed to be incorporated
by reference into this Registration Statement and to be a part hereof.
Item 2. Exhibits.
The following documents are filed as exhibits hereto:
4.1 Proposed form of Global Note evidencing the Johnson &
Johnson Exchangeable Notes.*
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* Previously filed.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
MORGAN STANLEY DEAN WITTER & CO.
(Registrant)
Date: December 23, 1998 By: /s/ Ronald T. Carman
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Name: Ronald T. Carman
Title: Assistant Secretary
INDEX TO EXHIBITS
Exhibit No. Page No.
4.1 Proposed form of Global Note evidencing the Johnson & Johnson A-1
Exchangeable Notes*
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* Previously filed.
