PROSPECTUS Dated March 26, 1998 Pricing Supplement No. 23 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-46935
Dated April 6, 1998 Dated June 2, 1998
Rule 424(b)(3)
Morgan Stanley Dean Witter & Co.
GLOBAL MEDIUM-TERM NOTES, SERIES D
Euro Floating Rate Senior Bearer Notes Due June 2001
------------
The Global Medium-Term Notes, Series D (Euro Floating Rate
Senior Bearer Notes Due June 2001) 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 & 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 on the Official
List.
The Notes are further described under "Description of
Notes--Floating Rate Notes" in the accompanying Prospectus Supplement, subject
to and as modified by the provisions described below.
Principal Amount: LIT 100,000,000,000
Maturity Date: June 8, 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: June 8, 1998
Interest Accrual Date: June 8, 1998
Issue Price: 100%
Specified Currency: Italian Lira ("LIT")
Redemption Percentage
at Maturity: 100%
Base Rate: LIBOR. See also "Interest Rate" below.
Spread
(Plus or Minus): Plus 1.05% per annum. See also "Interest Rate" below.
Spread Multiplier: N/A
Alternate Rate
Event Spread: N/A
Index Currency: Italian Lira
Index Maturity: 6 months
Interest Rate: Base Rate plus the Spread times N/360, subject to the
Minimum Interest Rate. N is the number of calendar
days in the Interest Payment Period, as determined
by the Determination Agent, on which the 2-year mean
German mark swap rate for such day (the "Calculation
Rate"), as reported at Telerate 42280, is less than
or equal to the Topside Strike Swap Rate and greater
than or equal to the Floorside Strike Swap Rate;
provided that the Calculation Rate for a calendar
day that is not a Business Day will be the
Calculation Rate for the immediately preceding
Business Day; and provided further that the
Calculation Rate for the fifth Business Day
immediately preceding an Interest Payment Date will
be the Calculation Rate for each calendar day from
and including such fifth preceding Business Day to
but excluding such Interest Payment Date.
Maximum Interest Rate: N/A
Minimum Interest Rate: 0.10%
Initial Redemption
Date: N/A
Initial Redemption
Percentage: N/A
Annual Redemption
Percentage
Reduction: N/A
Optional Repayment
Date(s): N/A
(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
(continued from previous page)
Total Amount of OID: None
Original Yield to
Maturity: N/A
Initial Accrual Period
OID: N/A
Interest Payment
Dates: Each June 8 and December 8, commencing December 8, 1998
(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: Semi-annually
Initial Interest Rate: The initial Base Rate that is subject to the formula
under "Interest Rate" will be determined 2 London
Banking Days prior to the date of issuance.
Initial Interest
Reset Date: December 8, 1998; provided that if such day is not
a Business Day, such Initial Interest Reset 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 Initial Interest Reset Date will be the
immediately preceding day that is a Business Day.
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.
Reporting Service: Telerate 3740
Business Days: Milan, London, New York
Agent: Morgan Stanley & Co. International Limited
Calculation Agent: The Chase Manhattan Bank (London Branch)
Paying Agent: The Chase Manhattan Bank (London Branch)
Exchange Rate Agent: Morgan Stanley & Co. International Limited
Denominations: LIT 10,000,000
Common Code: 8804753
ISIN: XS0088047534
Other Provisions:
Interest Payment Floorside Strike Topside Strike
Period Swap Rate Swap Rate
- ---------------------------- ---------------- --------------
From and including June
8, 1998 to but excluding 3.75% 4.75%
December 8, 1998
From and including
December 8, 1998 to but 3.75% 5.00%
excluding June 8, 1999
From and including June
8, 1999 to but excluding 3.75% 5.25%
December 8, 1999
From and including
December 8, 1999 to but 3.75% 5.50%
excluding June 8, 2000
From and including June
8, 2000 to but excluding 3.50% 5.50%
December 8, 2000
From and including
December 8, 2000 to but 3.50% 5.75%
excluding June 8, 2001
Determination Agent: Morgan Stanley & Co. International Limited.
