PROSPECTUS Dated March 26, 1998 Pricing Supplement No. 35 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-46935
Dated April 6, 1998 Dated July 22, 1998
Rule 424(b)(3)
Morgan Stanley Dean Witter & Co.
GLOBAL MEDIUM-TERM NOTES, SERIES D
Euro Floating Rate Senior Bearer Notes Due August 3, 2001
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The Global Medium-Term Notes, Series D (Euro Floating Rate
Senior Bearer Notes Due August 3, 2001) 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 on the Official
List.
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: LIT 20,000,000,000
Maturity Date: August 3, 2001; 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 no
interest shall accrue for the period from and
after the Maturity Date.
Settlement and
Issue Date: August 3, 1998
Interest Accrual Date: August 3, 1998
Issue Price: 100%
Specified Currency: Italian Lira ("LIT")
Redemption Percentage
at Maturity: 100%
Base Rate: LIBOR (on an actual/360 day count basis).
See also "Interest Rate" below.
Spread (Plus or Minus): From and including the Issue Date to but excluding
August 3, 2000: plus 0.30% per annum. From and
including August 3, 2000 to but excluding the
Maturity Date: plus 1.50% per annum. See also
"Interest Rate" below.
Spread Multiplier: N/A
Alternate Rate
Event Spread: N/A
Index Currency: Italian Lira
Index Maturity: 3 months
Total Amount of OID: None
Original Yield
to Maturity: N/A
Interest Rate: From and including the Issue Date to but excluding
August 3, 2000: the Base Rate plus the Spread.
From and including August 3, 2000 to but excluding
the Maturity Date: the product of (i) the Base
Rate plus the Spread and (ii) N/360. N is the
number of calendar days in the Interest Payment
Period, as determined by the Determination Agent,
on which the amount (the "Calculation Rate") equal
to the 5-year mean sterling swap rate for such
day, as reported at Telerate page 42279, less the
3-month sterling LIBOR for such day, as reported
at Telerate page 3750, is greater than or equal to
-0.30%; provided that the Calculation Rate for a
calendar day that is not a Business Day will be
the Calculation Rate for the immediately preceding
Business Day; and provided further that the
Calculation Rate for the fifth Business Day
immediately preceding an Interest Payment Date
will be the Calculation Rate for each calendar day
from and including such fifth preceding Business
Day to but excluding such Interest Payment Date.
(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)
If either of the Sterling rates used to determine
the Calculation Rate does not appear on the
Telerate page designated above, or any successor
page, the Calculation Agent shall determine such
rate in good faith using its best judgment.
Maximum Interest Rate: N/A
Minimum Interest Rate: N/A
Initial Redemption Date: N/A
Initial Redemption
Percentage: N/A
Annual Redemption
Percentage Reduction: N/A
Optional Repayment
Date(s): N/A
Initial Accrual
Period OID: N/A
Interest Payment Dates: Each February 3, May 3, August 3 and November 3,
commencing November 3, 1998 (each an "Interest
Payment Date"); provided that if any such day
(other than 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
Interest Payment Period: Quarterly
Initial Interest Rate: The initial Base Rate that is subject to the formula
under "Interest Rate" will be determined 2 London
Banking Days prior to the date of issuance.
Initial Interest
Reset Date: November 3, 1998; 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 Interest 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.
Reporting Service: Telerate 3740
Business Days: Milan, London
Agent: Morgan Stanley & Co. International Limited
Calculation Agent: The Chase Manhattan Bank (London Branch)
Paying Agent: The Chase Manhattan Bank (London Branch)
Exchange Rate Agent: Morgan Stanley & Co. International Limited
Determination Agent: Morgan Stanley & Co. International Limited.
Denominations: LIT 100,000,000
Common Code: 8954518
ISIN: XS0089545189
