PROSPECTUS Dated March 26, 1998 Amendment No. 1 dated July 10, 1998 to
PROSPECTUS SUPPLEMENT Pricing Supplement No. 29 to
Dated April 6, 1998 Registration Statement No. 333-46935
Dated June 30, 1998
Rule 424(b)(3)
Morgan Stanley Dean Witter & Co.
GLOBAL MEDIUM-TERM NOTES, SERIES D
Euro Fixed/Floating Rate Senior Bearer Notes Due 2008
The Global Medium-Term Notes, Series D (Euro Fixed/Floating
Rate Senior Bearer Notes Due 2008) 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 to the Official
List.
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 150,000,000,000
Maturity Date: July 15, 2008
Settlement and Date
of Issuance: July 15, 1998
Interest Accrual Date: July 15, 1998
Issue Price: 101.575%. See "Plan of Distribution" below.
Specified Currency: Italian Lira ("LIT")
Redemption Dates: 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 Rate: 5% per annum for the period commencing on the
Date of Issuance to but excluding the Interest
Payment Date scheduled to occur on July 15, 2000.
For each Interest Reset Period commencing on the
Interest Payment Date scheduled to occur on July
15, 2000 to but excluding the Maturity Date, the
Interest Rate will be the greater of (i) 88% of
the Reference Rate and (ii) the Minimum Interest
Rate. Reference Rate means the 10 Year ITL Swap
Rate (Mid) which appears on Telerate Page 42285
on each Interest Determination Date or, if such
rate is replaced in connection with the
substitution of Italian Lira by the euro, the
designated successor rate.
Maximum Interest Rate: N/A
Minimum Interest Rate: 4%
Interest Payment Dates: Each July 15, commencing July 15, 1999, provided
that if any such day (except 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.
Calculation Agent: The Chase Manhattan Bank (London branch)
Denominations: LIT 100,000,000
LIT 10,000,000
LIT 1,000,000
Common Code: 8884781
ISIN: XS0088847818
Other Provisions:
Initial Interest Reset Date: July 15, 2000
Interest Reset Dates: Each Interest Payment Date, commencing July 15,
2000.
Interest Reset Periods: The period from and including an Interest Reset
Date to but excluding the immediately succeeding
Interest Reset Date
Interest Determination
Dates: For each Interest Reset Date, the second Business
Day immediately preceding such Interest Reset Date
Capitalized terms not defined above have the meanings given to such terms in the
accompanying Prospectus Supplement.
MORGAN STANLEY DEAN WITTER
Banca Popolare di Bergamo-Credito
Banca Popolare Commercio e Industria Soc. Coop. a.r.l.
Banca Sella S.p.A.
Credito Beramasco S.p.A.
The Company has agreed to sell to the managers listed in this
Pricing Supplement (the "Managers"), and the Managers severally agreed to
purchase the principal amount of Notes set forth opposite their respective
names below at a net price of 99.70% (the "Purchase Price"). The Purchase
Price equals the Issue Price less a selling concession of 1.675% and a
combined management and underwriting commission of 0.20% of the principal
amount of the Notes. The Managers initially reoffered the Notes at a price of
99.90%.
<TABLE>
<S> <C>
Principal Amount of
Name Notes
- ---- --------------------
Morgan Stanley & Co. International Limited.............. ITL139,000,000,000
Banca Popolare di Bergamo-Credito....................... 5,000,000,000
Banca Popolare Commercio e Industria Soc. Coop. a.r.l. . 2,000,000,000
Banca Sella S.p.A. ..................................... 2,000,000,000
Credito Bergamasco S.p.A................................ 2,000,000,000
Total............................................... ITL150,000,000,000
==================
</TABLE>
Sales of the Notes to any person in the Republic of Italy may only be
made in accordance with Italian securities, tax and other applicable laws and
regulations. The offer, sale or delivery of the Notes or the distribution of
copies of any offering document relating to the Notes may only be directed to
professional investors, as defined in Article 4.1(A) of Consob Regulation No.
6430 of 26th August, 1992, as amended ("Regulation No. 6430"), provided the
following conditions are satisfied: (A) such activities are carried out by or
through one of the following authorised intermediaries: (1) investment
companies and banks authorised to place and distribute securities in the
Republic of Italy pursuant to Article 2 of the Legislative Decree No. 415 of
23rd July 1996 ("Legislative Decree No. 415") (or, effective from 1st July,
1998, Article 18 of Legislative Decree No. 58 of 24th February, 1998
("Legislative Decree No. 58")); (2) foreign banks or financial institutions (the
controlling shareholder of which is owned by one or more banks located in the
same E.U. member state) authorised to place and distribute securities in the
Republic of Italy pursuant to, respectively, Articles 16 and 18 of the
Legislative Decree No. 385 of 1st September 1993 (the "Consolidated Banking
Act"), in each case acting in compliance with the relevant provisions of
Legislative Decree No. 415 (or, effective from 1st July, 1998, Legislative
Decree No. 58) and related regulations and any other applicable laws and
regulations; (B) it is in compliance with requirements of Consob Resolution No.
10942 of 30th September, 1997; (C) it is preceded and followed by the
communications to Consob as required by Regulation No. 6430; (D) it is in
compliance with Article 129 of the Consolidated Banking Act and with the
relevant instructions of the Bank of Italy, pursuant to which placement of
foreign securities is subject to prior notification to the Bank of Italy
depending on the amount of the issue and the characteristics of the Notes to be
issued; and (E) it will be conducted in accordance with any relevant limitations
which the Bank of Italy or Consob may impose upon the offer or sale of the
Notes. Notwithstanding the provisions above, the Managers will be permitted to
carry out individual sales of Notes to Italian residents who, without receiving
any solicitation in whatever form or by whatever means (so that it can be
established that no offer has or may be deemed to have occurred thereto),
directly approach the Managers to purchase the Notes therefrom.
