PROSPECTUS Dated March 26, 1998 Pricing Supplement No. 55 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-46935
Dated April 6, 1998 Dated February 16, 1999
Rule 424(b)(3)
Morgan Stanley Dean Witter & Co.
GLOBAL MEDIUM-TERM NOTES, SERIES D
Euro Floating Rate Senior Bearer Notes Due 2002
-----------------------
We may not redeem these Global Medium-Term Notes, Series D (Euro Floating
Rate Senior Bearer Notes Due 2002) 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, 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.
Application has been made 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--Floating Rate Notes" in the accompanying Prospectus
Supplement, subject to and as modified by the provisions described below.
Principal Amount: Euro 100,000,000
Maturity Date: February 25, 2002; provided that if
such day is not a Business Day, the
payment of principal and interest due
on such date will be made on 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: February 25, 1999
Interest Accrual Date: February 25, 1999
Issue Price: 100%
Specified Currency: Euro
Redemption Percentage
at Maturity: 100%
Base Rate: EURIBOR. See "Other provisions -- 1
Month EURIBOR" below.
Spread (Plus or Minus): Plus 0.23% per annum
Spread Multiplier: N/A
Alternate Rate
Event Spread: N/A
Index Currency: Euro
Index Maturity: 1 Month
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
Interest Payment Dates: The 25th day of each month,
commencing March 25, 1999 (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: Monthly
Interest Determination
Dates: The second TARGET Settlement Day
immediately preceding each Interest
Reset Date
Initial Interest
Reset Date: March 25, 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 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.
Calculation Agent: The Chase Manhattan Bank (London
Branch)
Denominations: Euro 100,000
Common Code: 9503188
ISIN: XS0095031885
Other Provisions: See below
Capitalized terms not defined above have the meanings given to such terms in the
accompanying Prospectus Supplement.
MORGAN STANLEY DEAN WITTER
<PAGE>
1 Month EURIBOR: The rate for deposits in euros for a period of one
month which appears on Telerate Page 248 as of 11:00
A.M. (Brussels time) on each Interest Determination
Date. If no such rate appears, the Calculation Agent
will request the principal Euro-zone office of each of
four major banks in the Euro-zone interbank market, as
selected by the Calculation Agent (after consultation
with us), to provide the Calculation Agent with its
offered rate for deposits in euros, at approximately
11:00 A.M. (Brussels time) on such Interest
Determination Date, to prime banks in the Euro-zone
interbank market for a period of one month commencing
on the applicable Interest Reset Date, and in a
principal amount not less than the equivalent of
U.S.$1 million in euro that is representative of a
single transaction in euro, in such market at such
time. If at least two such quotations are provided, 1
Month EURIBOR will be the arithmetic mean of such
quotations. If fewer than two quotations are provided,
1 Month EURIBOR will be the arithmetic mean of the
rates quoted by major banks in the Euro-zone, as
selected by the Calculation Agent (after consultation
with us), at approximately 11:00 A.M. (Brussels time),
on the applicable Interest Reset Date for loans in
euro to leading European banks for a period of one
month commencing on that Interest Reset Date in a
principal amount not less than the equivalent of
U.S.$1 million in euro.
EURIBOR: The rate for deposits in euros designated as such and
sponsored jointly by the European Banking Federation
and ACI - The Financial Market Association (or any
company established by the joint sponsors for purposes
of compiling and publishing such rates).
Business Day: Any day, other than a Saturday or Sunday, that is
neither a legal holiday nor a day on which commercial
banking institutions are authorized or required by law
or regulation to close in The City of New York or in
The City of London and which is a TARGET Settlement
Day.
TARGET Settlement Any day on which the Trans-European Automated
Day: Real-Time Gross Settlement Express Transfer (TARGET)
System is open.
Euro-zone: The region comprised of member states of the European
Union that adopt the single currency in accordance
with the Treaty.
