PROSPECTUS Dated March 26, 1998 Pricing Supplement No. 41 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-46935
Dated April 6, 1998 Dated October 6, 1998
Rule 424(b)(3)
Morgan Stanley Dean Witter & Co.
GLOBAL MEDIUM-TERM NOTES, SERIES D
Senior Euro Fixed Rate Notes Due October 2001
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We may not redeem these Global Medium-Term Notes, Series D
(Senior Euro Fixed Rate Notes Due October 2001) prior to the Maturity Date
other than under the circumstances described under "Description of Notes--Tax
Redemption" in the accompanying Prospectus Supplement.
We will issue the notes only in bearer form, which form is
further described under "Description of Notes--Forms, Denominations, Exchange
and Transfer" in the accompanying Prospectus Supplement. You may not exchange
notes in bearer form at any time for notes in registered form.
Application has been made to the London Stock Exchange Limited
(the "London Stock Exchange") for the Notes to be admitted on the Official
List.
We describe the basic features of this type of note in the
section called "Description of Notes--Fixed Rate Notes" in the accompanying
Prospectus Supplement, subject to and as modified by the provisions described
below.
Principal Amount: Pound Sterling 35,000,000
Maturity Date: October 19, 2001; provided that if such day is
not a Business Day, the Maturity Date will be the
next succeeding day that is a Business Day, and no
interest shall accrue for the period from and
after the Maturity Date.
Settlement and Issue
Date: October 19, 1998
Interest Accrual Date: October 19, 1998
Issue Price: 100%
Specified Currency: Sterling, except that the Specified Currency shall be
Italian Lira ("LIT") for payments of interest and
the Supplemental Payment. See "Interest Rate" and
"Other Provisions" below.
Redemption Percentage
at Maturity: 100% plus the Supplemental Payment at maturity.
See "Other Provisions" below.
Interest Rate: Each payment of interest on the Notes will be an
amount in Italian Lira at the rates specified
below and calculated as if the principal amount
were LIT 94,970,750,000 (the "Lira Notional
Amount").
For the Interest Payment Periods scheduled to
commence on October 19, 1998 and October 19, 1999,
the Interest Rate is 0.10% per annum.
For the Interest Payment Period that is scheduled
to commence on October 19, 2000, the Interest Rate
will be zero.
Maximum Interest Rate: N/A
Minimum Interest Rate: N/A
Initial Redemption Date: 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
Interest Payment Dates: Each October 19, commencing October 19, 1999 (each
an "Interest Payment Date"); provided that if any
such day (other than the Maturity Date) is not a
Business Day, such Interest Payment Date will be
the next succeeding day that is a Business Day,
unless such succeeding Business Day falls in the
next succeeding calendar month, in which case such
Interest Payment Date will be the immediately
preceding day that is a Business Day
Interest Payment Period: Annually
Business Days: London, New York, Milan
Agent: Morgan Stanley & Co. International Limited
Paying Agent: The Chase Manhattan Bank (London Branch)
Exchange Rate Agent: Morgan Stanley & Co. International Limited
Denominations: Pound Sterling 100,000
Common Code: 9157174
ISIN: XS0091571744
Other Provisions:
Supplemental Payment: At maturity, in addition to the repayment of the
Principal Amount, we will pay an amount in Italian
Lira, as calculated by the Calculation Agent, that
is equal to the Lira Notional Amount times the
greater of (i) 0.10% or (ii) the Formula Rate.
The Formula Rate is the sum of (A) 8.63% plus (B)
10 times the difference of the Curve Spread minus
0.55%. The Formula Rate is given by the following
formula:
8.63% + [10 * (Curve Spread - 0.55%)]
(continued to next page)
Capitalized terms not defined above have the meanings given to such terms in
the accompanying Prospectus Supplement.
MORGAN STANLEY DEAN WITTER
(continued from previous page)
The Curve Spread is the 10-year USD bid-side swap
rate minus the 2-year USD offer-side swap rate, as
observed by the Determination Agent on Telerate
Page 42276 on the second New York Business Day
before the Maturity Date. If either or both of
the 10-year USD bid-side swap rate or the 2-year
USD offer-side swap rate does not appear on
Telerate Page 42276, or if such Telerate Page is
no longer available, then the Determination Agent
will designate a successor reference or
references.
Calculation Agent: The Chase Manhattan Bank (London Branch)
Determination Agent: Morgan Stanley & Co. International Limited
Payments in Euro: If and when the Italian Lira is replaced by the
euro, we may choose to make payments of interest
or the Supplemental Payment in euro. We may also
choose to convert the Lira Notional Amount to an
equivalent amount of euro and to base subsequent
calculations of interest and the Supplemental
Payment on such euro amount.
