PROSPECTUS Dated March 26, 1998 Pricing Supplement No. 28 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-46935
Dated April 6, 1998 Dated June 24, 1998
Rule 424(b)(3)
Morgan Stanley Dean Witter & Co.
GLOBAL MEDIUM-TERM NOTES, SERIES E
Euro Floating Rate Senior Bearer Notes Due July 2003
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The Global Medium-Term Notes, Series E (Euro Floating Rate
Senior Bearer Notes Due July 2003) described in this Pricing Supplement (the
"Notes") will mature on the Maturity Date. The Notes will be redeemable in
whole, but not in part, at the option of Morgan Stanley Dean Witter & Co. (the
"Company") upon not less than 30 nor more than 35 calendar days notice on any
Interest Payment Date commencing July 14, 1999 and 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--Floating Rate Notes" in the accompanying Prospectus Supplement, subject
to and as modified by the provisions described below.
Principal Amount: JPY 2,000,000,000
Maturity Date: July 14, 2003; 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 interest
will continue to accrue to but excluding the Maturity
Date.
Settlement and
Issue Date: July 14, 1998
Interest Accrual
Date: July 14, 1998
Issue Price: 100.20%
Specified Currency: Japanese Yen ("JPY")
Redemption Percentage
at Maturity: 100%
Base Rate: LIBOR. See also "Interest Rate" below.
Reporting Service: Telerate 3750
Spread (Plus or
Minus): N/A
Spread Multiplier: N/A
Alternate Rate
Event Spread: N/A
Index Currency: Japanese Yen. See also "Interest Rate" below.
Index Maturity: 6 Months. See also "Interest Rate" below.
Interest Rate: For each Interest Payment Period, the greater of (i)
10-Year TSR minus 6-Month JPY LIBOR and (ii) the
Minimum Interest Rate. 10-Year TSR means the Tokyo Swap
Reference Rate for 10 years which appears on the
Telerate Page 17143 as of 10:00 a.m. (Tokyo time) on
the TSR Determination Date for such Interest Payment
Period.
6-Month JPY LIBOR will be calculated as set forth under
"Description of Notes--Floating Rate Notes" in the
accompanying Prospectus Supplement.
If the 10-Year TSR does not appear on Telerate Page
17143, or if such Telerate Page is no longer available,
the 10-Year TSR shall be replaced by the rate of a 10-
year interest rate swap transaction in JPY determined
by the Determination Agent at or prior to 10:00 a.m.
(Tokyo time) on the Tokyo Business Day immediately
succeeding each TSR Determination Date.
Maximum Interest
Rate: N/A
Minimum Interest
Rate: 0.30% per annum.
Initial Redemption
Date: The Company may redeem the Notes on any Interest
Payment Date commencing July 14, 1999 upon not less
than 30 nor more than 35 calendar days notice.
Initial Redemption
Percentage: 100%
Annual Redemption
Percentage
Reduction: 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)
Optional Repayment
Date(s): N/A
Capital Original
Yield to
Maturity: N/A
Initial Accrual
Period OID: N/A
Interest Payment
Dates: Each January 14 and July 14, commencing January 14,
1999 (each an "Interest Payment Date"); provided that
if any such day is not a Business Day, such Interest
Payment Date will be the next succeeding day that is a
Business Day, unless (except in the case of the
Interest Payment Date that is also the Maturity Date)
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 10-Year TSR will be determined two Tokyo
Business Days prior to the date of issuance. The
initial 6-Month JPY LIBOR will be determined two London
Banking Days prior to the date of issuance.
Initial Interest
Reset Date: January 14, 1999; 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
Reset Date will be the immediately preceding day that
is a Business Day.
Interest Reset
Dates: Each Interest Payment Date.
Interest Reset
Periods: Semi-annually
Business Days: Tokyo, 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)
Denominations: JPY 100,000,000
Common Code: 8869278
ISIN: XS0088692784
Other Provisions:
Determination
Agent: The Chase Manhattan Bank (London Branch),
in consultation with Morgan Stanley & Co.
International Limited.
TSR Determination
Dates: The second Tokyo Business Day immediately
preceding each Interest Reset Date; provided that if
any such day is not a Tokyo Business Day, then such TSR
Determination Date shall be the next succeeding day
that is a Tokyo Business Day.
Day Count: Actual/365 (366)
