PROSPECTUS Dated March 26, 1998 Pricing Supplement No. 5 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-46935
Dated March 26, 1998 April 7, 1998
Rule 424(b)(3)
Morgan Stanley Dean Witter & Co.
MEDIUM-TERM NOTES, SERIES C
Senior Floating Rate Notes
-----------------------
The Medium-Term Notes, Series C (Senior Floating Rate Notes) described in
this Pricing Supplement (the "Notes") will mature on the Maturity Date and will
not be redeemable at the option of Morgan Stanley Dean Witter & Co. prior to the
Maturity Date. 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: $50,000,000
Maturity Date: April 16, 2001; 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
Interest Accrual
Date: April 16, 1998
Interest Payment
Dates: Each January 16, April 16, July
16 and October 16, commencing
July 16, 1998; provided that the
final Interest Payment Date will
be the Maturity Date. If any
such day (other than the
Maturity Date) is not a Business
Day, such Interest Payment
Date will be the next succeeding
Business Day, except that if
such Business Day is in the next
succeeding calendar month,
such Interest Payment Date
shall be the next preceding day
that is a Business Day
Initial Interest Rate: To be determined on the Interest
Determination Date with respect
to the week including April 16,
1998. See "Description of
Notes--Floating Rate Notes" in
the accompanying Prospectus
Supplement
Base Rate: Treasury Rate
Index Maturity: 3 Months
Spread (Plus or Minus): Plus 0.91% per annum
Index Currency: N/A
Interest Payment
Period: Quarterly
Specified Currency: U.S. Dollars
Issue Price: 100%
Settlement Date
(Original Issue Date): April 16, 1998
Initial Interest Reset
Date: April 21, 1998, or if such day is
not a Business Day, the next
succeeding Business Day, except
that if such Business Day is in
the next succeeding calendar
month, such Initial Interest
Reset Date shall be the next
preceding day that is a Business
Day
Interest Reset Dates: Each Tuesday, commencing
April 21, 1998
Interest Reset Period: Weekly
Interest Determination
Dates: The day of the week in which an
Interest Reset Date falls on
which Treasury bills would
normally be auctioned. See
"Description of Notes--Floating
Rate Notes" in the
accompanying Prospectus
Supplement.
Reporting Service: Telerate (page 56) under the
heading H.15(519)--"Treasury
Bills--auction average
(investment)"
Book Entry Note or
Certificated Note: Book Entry Note
Senior Note or
Subordinated Note: Senior Note
Agent: Morgan Stanley & Co.
Incorporated
Calculation Agent: The Chase Manhattan Bank
Minimum Denomination: $1,000
CUSIP: 61745EMK4
Capitalized terms not defined above have the meanings given to such terms in the
accompanying Prospectus Supplement.
MORGAN STANLEY DEAN WITTER
