PROSPECTUS Dated March 26, 1998 Pricing Supplement No. 25 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-46935
Dated April 6, 1998 Dated June 3, 1998
Rule 424(b)(3)
Morgan Stanley Dean Witter & Co.
GLOBAL MEDIUM-TERM NOTES, SERIES E
Senior Euro Fixed Rate Notes Due June 2000
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The Global Medium-Term Notes, Series E (Senior Euro Fixed Rate
Notes Due June 2000) 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.
The Notes are further described under "Description of
Notes--Fixed Rate Notes" in the accompanying Prospectus Supplement, subject to
and as modified by the provisions described below.
Principal Amount: LIT 15,000,000,000
Maturity Date: June 30, 2000; provided that if such day is not a Business Day,
the payment of principal and interest will be made on the next
succeeding Business Day, and no interest on such payment shall
accrue for the period from and after the Maturity Date.
Settlement and Issue Date: June 30, 1998
Interest Accrual Date: June 30, 1998
Issue Price: 100%
Specified Currency: Italian Lira ("LIT")
Redemption Percentage at Maturity: 100%
Interest Rate: For each Interest Payment Date, the Interest Rate shall be 12.00%
per annum, if the Reference FX Rate is greater than the lower
bound of the relevant Reference Band and less than the upper
bound of the relevant Reference Band at all times during the
relevant Observation Period as determined by the Agent;
otherwise, the Interest Rate shall be 2.00% per annum. (See
"Other Provisions" below.)
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 March 30, June 30, September 30 and December 30,
commencing September 30, 1998 (each an "Interest
Payment Date"); provided that if any such day is not a
Business Day, the interest payment shall be postponed
to the next day that is a Business Day, and no interest
on such payment shall accrue for the period from and
after the Interest Payment Date.
Interest Payment Period: Quarterly
Business Days: Milan, London, New York
Agent: Morgan Stanley &Co. International Limited
Calculation Agent: The Chase Manhattan Bank (Bournemouth Branch), acting on
behalf of The Chase Manhattan Bank (London Branch).
Paying Agent: The Chase Manhattan Bank (London Branch)
Exchange Rate Agent: Morgan Stanley & Co. International Limited
Denominations: LIT 15,000,000,000
Common Code: 8804702
ISIN: XS0088047021
Other Provisions:
Reference FX Rate: The LIT/U.S.$ Exchange Rate as reported at Reuters page FXFX.
After January 1999, if the Reuters page FXFX disappears as a
result of the European Monetary Union, then Morgan Stanley &
Co. International Limited shall specify an equivalent Reuters
page or other reference. If, prior to the Maturity Date,
Reuters, or any successor reporting service (the "Reporting
Service"), ceases to publish the LIT/U.S.$ Exchange Rate,
then the Agent will extrapolate such exchange rate from the
euro/U.S. $ exchange rate reported by the Reporting Service
based on the fixed exchange rate between the Italian Lira and
the euro.
Reference Band: Prior to 11:00 a.m. (London time) on each Fixing Date, the
Determination Agent may send the Calculation Agent (with copies
to the Paying Agent and the Agent) a written notice in the form
of Exhibit A hereto which specifies a lower bound and an upper
bound, whose difference shall be LIT 100, as the Reference Band
for the Observation Period beginning on such Fixing Date. If
the Calculation Agent does not receive such written notice on a
Fixing Date, then the Company shall choose (or shall cause the
Agent to choose) a mid-market screen level of the Reference FX
Rate after 11:00 a.m. (London time) on such Fixing Date (a
"Default Rate"), and, for the Observation Period beginning on
such Fixing Date, (i) the lower bound of the Reference Band
shall be LIT 50 below such Default Rate and (ii) the upper
bound of the Reference Band shall be LIT 50 above such Default
Rate. On such Fixing Date, the Company (or the Agent, as the
case may be) shall notify the Calculation Agent and the Paying
Agent of such Default Rate and the resulting Reference Band.
Determination Agent: The holder of the Notes.
Fixing Dates: June 26, 1998; September 28, 1998; December 22, 1998; March 26,
1999; June 28, 1999; September 28, 1999; December 22, 1999 and
March 28, 2000.
Observation Period: Each period from and including a Fixing Date to but
excluding the immediately succeeding Fixing Date, and the
period from and including March 28, 2000 to but excluding
the second Business Day immediately preceding the Maturity
Date. The Observation Period with respect to an Interest
Payment Date shall be the Observation Period that ends on
(but does not include) the Fixing Date immediately
preceding such Interest Payment Date; provided that the
Observation Period with respect to the Maturity Date shall
be the Observation Period that ends on (but does not
include) the second Business Day immediately preceding the
Maturity Date.
Capitalized terms not defined above have the meanings given to such terms in
the accompanying Prospectus Supplement.
MORGAN STANLEY DEAN WITTER
Exhibit A
NOTICE OF SELECTION OF REFERENCE BAND
LIT 15,000,000,000
GLOBAL MEDIUM-TERM NOTES, SERIES E
SENIOR EURO FIXED RATE NOTES DUE JUNE 30, 2000
Dated: [On or prior to a Fixing Date]
Morgan Stanley Dean Witter & Co.
1585 Broadway
New York, NY 10036
The Chase Manhattan Bank (Bournemouth Branch), as Calculation Agent
Chaseside
Bournemouth, Dorset BH7 7DB
Fax No.: 44-120-234-7438
(Attn.: Steve Jones)
Dear Sirs:
The undersigned, as the Determination Agent for the LIT 15,000,000,000
Global Medium-Term Notes, Series E, Senior Euro Fixed Rate Notes Due June 30,
2000 of Morgan Stanley Dean Witter & Co., hereby gives notice that for the
Observation Period commencing on [Fixing Date], the Reference Band shall be
LIT [lower bound] to LIT [upper bound].(*) Capitalized terms not defined
herein have the meanings given to such terms in the Pricing Supplement No. 25
dated June 3, 1998 to the Prospectus Supplement dated April 6, 1998 and the
Prospectus dated March 26, 1998 related to Registration Statement No.
333-46935.
Very truly yours,
_________________________________
[Name of Determination Agent]
By: _____________________________
[Title]
_________________________________
[Fax No.]
cc: The Chase Manhattan Bank (London Branch), as Paying Agent
Trinity Tower
9 Thomas More Street
London E1 9YT
Fax No.: 44-171-777-5423
(Attn.: Jenny Pennell)
Morgan Stanley & Co. International Limited, as Agent
25 Cabot Square
Canary Wharf
London E14 4QA
(Attn.: M.J. Lytle, EMTN Trading (Fax No.: 44-171-425-7994);
Christophe Louis, DPG (Fax No.: 44-171-425-7988);
and Elizabeth Kerr, DPG (Fax No.: 44-171-425-7125))
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(*)Upper bound must be exactly LIT 100 more than lower bound.
