PROSPECTUS Dated May 5, 1999 Pricing Supplement No. 1 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-75289
Dated May 6, 1999 Dated May 7, 1999
Rule 424(b)(3)
Morgan Stanley Dean Witter & Co.
GLOBAL MEDIUM-TERM NOTES, SERIES D
Euro Fixed/Floating Rate Senior Bearer Notes Due 2014
--------------
We may not redeem these Global Medium-Term Notes, Series D
(Senior Euro Fixed/Floating Rate Notes Due 2014) prior to the Maturity Date
other than 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 of Notes" in the
accompanying prospectus supplement. You may not exchange notes in bearer form
at any time for notes in registered form.
We have applied to the London Stock Exchange Limited for the
notes to be admitted on the Official List.
We describe the basic features of this type of note in the
section called "Description of Notes--Fixed Rate Notes" in the accompanying
prospectus supplement, subject to and as modified by the provisions described
below.
Principal Amount: Euro 10,000,000
Maturity Date: May 21, 2014
Settlement Date
(Original Issue Date): May 21, 1999
Interest Accrual Date: May 21, 1999
Issue Price: 100%
Specified Currency: Euro
Redemption Percentage
at Maturity: 100%
Initial Redemption
Percentage: N/A
Annual Redemption
Percentage Reduction: N/A
Optional Repayment
Date(s): N/A
Interest Rate: The greater of (i) 84% of the Reference Rate and
(ii) the Minimum Interest Rate, calculated on a
30/360 day basis.
Reference Rate means the Ten Year Constant
Maturity Swap Rate as described under "Other
Provisions" below.
Maximum Interest Rate: N/A
Minimum Interest Rate: 4.00% per year
Interest Payment Dates: Each May 21, commencing May 21, 2000, 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
Interest Payment Period: Annually
Calculation Agent: The Chase Manhattan Bank (London)
Interest Reset Dates: Each Interest Payment Date
Interest Reset Period: The period from and including an Interest Reset
Date to but excluding the immediately succeeding
Interest Reset Date
Interest Determination
Date: For each Interest Reset Date, the second TARGET
Settlement Day immediately preceding such Interest
Reset Date
Denominations: Euro 100,000
Common Code: 9759913
ISIN: XS0097599137
Other Provisions: See below.
Terms not defined above have the meanings given to such terms in
the accompanying prospectus supplement.
MORGAN STANLEY DEAN WITTER
Ten Year Constant
Maturity Swap
Rate: (i) The rate appearing on the Relevant Screen Page (as
specified below) at 10:00 a.m., London time, on the
applicable Interest Determination Date under the
heading "[AS AT 10:00 LDN TIME VS 6M EURIBOR]", under
the subheading "[MEAN]", and appearing in the row "10
Year", being the mean swap rate for 10-year Euro
deposits against 6 month EURIBOR appearing at such
time; (ii) in the event no such rate appears on the
Relevant Screen page on such Interest Determination
Date, the Ten Year Constant Maturity Swap Rate will be
determined on the basis of the mid-market annual swap
rate quotations provided by the Reference Dealers (as
defined below) at approximately 10:00 a.m., London
time, on the applicable Interest Determination Date,
and for this purpose, the annual swap rate means the
mean of the bid and offered rates for the fixed leg,
paying annually (against 6-month EURIBOR paying semi-
annually) of a fixed-for-floating Euro interest rate
swap transaction with a term equal to 10 years
commencing on the applicable Interest Reset Date and in
a Representative Amount with an acknowledged dealer of
good credit in the swap market; or (iii) in the event
no Reference Dealers provide a quotation to the
Calculation Agent pursuant to (ii) above, the Ten Year
Constant Maturity Swap Rate as established on the
immediately preceding Interest Reset Date.
In the case of (ii), the Calculation Agent will request
the principal Euro-zone (as defined below) office of
each of the Reference Dealers to provide a quotation of
its rate and if at least three quotations are provided,
the rate for that Interest Reset Date will be the
arithmetic mean of the quotations, eliminating the
highest quotation (or, in the event of equality, one of
the highest) and the lowest quotation (or, in the event
of equality, one of the lowest quotations).
For the purposes of (ii) above, "Reference Dealers"
means four major dealers in the Euro-zone market
selected by the Calculation Agent for the purposes of
providing quotations as provided above.
For the purposes of (ii) above, "Representative Amount"
means an amount that is representative for a single
transaction in the relevant market at the relevant
time.
For the purposes of (ii) above, "Euro-zone" means the
region comprised or member states of the European Union
that adopt the single currency in accordance with the
EC Treaty.
Relevant Screen Page: Telerate Page 42281, being the
page designated as Page 42281 on Telerate, or such page
as may replace such page on such service for the
purposes of displaying such rates.
