PROSPECTUS Dated March 26, 1998 Pricing Supplement No. 42 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-46935
Dated April 6, 1998 Dated October 14, 1998
Morgan Stanley Dean Witter & Co.
GLOBAL MEDIUM-TERM NOTES, SERIES E
Euro Floating Rate Senior Bearer Notes Due October 2004
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We have the option to redeem these Global Medium-Term Notes,
Series E (Euro Floating Rate Senior Bearer Notes Due October 2004) in whole,
but not in part, prior to the Maturity Date. We may redeem these notes either
by giving you not less than 30 nor more than 35 calendar days notice on any
Interest Payment Date commencing October 29, 1999 or 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.
We describe the basic features of this type of note in the
section called "Description of Notes--Floating Rate Notes" in the accompanying
Prospectus Supplement, subject to and as modified by the provisions described
below.
Principal Amount: JPY 1,000,000,000
Maturity Date: October 29, 2004; 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: October 29, 1998
Interest Accrual Date: October 29, 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 plus
0.05% 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
Interest 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 on the
Interest Determination Date for such Interest
Payment Period.
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
Interest Determination Date.
Maximum Interest Rate: N/A
Minimum Interest Rate: 0.00% per annum.
Initial Redemption Date: The Company may redeem the Notes on any Interest
Payment Date commencing October 29, 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
Interest Payment Dates: Each April 29 and October 29, commencing April 29,
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 and the initial 6-Month JPY
LIBOR will be determined two Determination
Business Days prior to the date of issuance.
Initial Interest
Reset Date: April 29, 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: The period from and including an Interest Reset Date
to but excluding the immediately succeeding
Interest Reset Date.
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: 9174524
ISIN: XS0091745249
Other Provisions: None
Determination Agent: The Chase Manhattan Bank (London Branch),
in consultation with Morgan Stanley & Co.
International Limited.
Interest Determination
Dates: The second Determination Business Day immediately
preceding each Interest Reset Date; provided that
if any such day is not a Determination Business
Day, then such Interest Determination Date shall
be the next succeeding day that is a Determination
Business Day.
Determination Business
Day: A Business Day in Tokyo which is also
a London Banking Day.
Day Count: Actual/365 (366)
