MORGAN STANLEY DEAN WITTER & CO
8-K, 1999-03-25
FINANCE SERVICES
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<PAGE>
 
 
                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                            ----------------------


                                   FORM 8-K

                                CURRENT REPORT

                    Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

      Date of Report (Date of earliest event reported):  March 25, 1999

                       Morgan Stanley Dean Witter & Co.
                    --------------------------------------
                    (Exact name of Registrant as specified
                                in its charter)


          Delaware                1-11758                 36-3145972
   -------------------------------------------------------------------------
         (state or other        (Commission            (I.R.S. Employer
         jurisdiction of        File Number)          Identification No.)
         incorporation)


                    1585 Broadway, New York, New York 10036
               ------------------------------------------------
              (Address of principal executive offices)(Zip Code)

      Registrant's telephone number, including area code: (212) 761-4000
                                                          --------------


   -------------------------------------------------------------------------
                (Former address, if changed since last report.)



<PAGE>
 
Item 5.  Other Events
- ---------------------

        On March 25, 1999, Morgan Stanley Dean Witter & Co. (the "Registrant")
released financial information with respect to the quarter ended February 28,
1999. A copy of the press release containing such financial information is
annexed as Exhibit 99.1 to this Report and by this reference incorporated herein
and made a part hereof.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
- --------------------------------------------------------------------------

        99.1            Press release of the Registrant dated March 25, 1999
                        containing financial information for the first quarter
                        ended February 28, 1999.

<PAGE>
 

                                   SIGNATURE

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the 
undersigned, thereto duly authorized.


                                  MORGAN STANLEY DEAN WITTER & CO.
                                  --------------------------------
                                          (Registrant)
                                  
                                  By: /s/ Ronald T. Carman
                                  --------------------------------
                                      Ronald T. Carman
                                      Assistant Secretary


Dated: March 25, 1999



<PAGE>
 
                       MORGAN STANLEY DEAN WITTER & CO.
                               Financial Summary
                       (unaudited, dollars in millions)
<TABLE>
<CAPTION>                              
                                                               Quarter Ended                Percentage Change From:
                                                -----------------------------------------  -------------------------
                                                Feb 28, 1999   Feb 28, 1998  Nov 30, 1998  Feb 28, 1998  Nov 30, 1998
                                                -------------  ------------- ------------  ------------- -----------  
<S>                                             <C>            <C>           <C>           <C>            <C>         
Net revenues                                                                                                          
 Securities                                       $      3,832  $      2,764  $     2,558            39%          50% 
 Asset Management                                          712           577          583            23%          22% 
 Credit and Transaction Services                           807           694          828            16%          (3%)
                                                  ------------  ------------  -----------                            
 Consolidated net revenues                        $      5,351  $      4,035  $     3,969            33%          35% 
                                                  ============  ============  ===========                            
Net income                                                                                                            
 Securities                                       $        755  $        487  $       620            55%          22% 
 Asset Management                                          147           105          357            40%         (59%)
 Credit and Transaction Services                           135            99          247            36%         (45%)
                                                  ------------  ------------ ------------                            
 Income before cumulative effect                                                                                       
     of a change in accounting                           1,037           691        1,224            50%         (15%)
 Cumulative eff of a change in acct(1)                       0          (117)           0             *           --  
                                                  ------------  ------------ ------------                             
 Consolidated net income                          $      1,037  $        574 $      1,224            81%         (15%)
                                                  ============  ============ ============                             
 Preferred stock dividend requirements            $         11  $         15 $         12           (27%)         (8%)
                                                  ============  ============ ============                             
 Earnings applicable to common shares             $      1,026  $        559 $      1,212            84%         (15%)
                                                  ============  ============ ============                             
                                                                                                                     
Operating results (2)                                                                                                
 Securities                                       $        755  $        487 $        620            55%          22%      
 Asset Management                                          147           105          175            40%         (16%)     
 Credit and Transaction Services                           135            99           84            36%          61%      
                                                  ------------  ------------ ------------                                  
 Operating results                                $      1,037  $        691 $        879            50%          18%      
                                                  ============  ============ ============                                   
</TABLE> 
 
(1) Represents the effects of an accounting change adopted in the fourth quarter
    of fiscal 1998  (effective  December 1, 1997) with respect to the accounting
    for  offering  costs paid by  investment  advisors of closed end funds where
    such  costs  are  not  specifically  reimbursed  through  separate  advisory
    contracts.
 
(2) Excludes the effects of the net gain on sales of  businesses  in the quarter
    ended November 30, 1998 and the cumulative  effect of a change in accounting
    in the quarter ended February 28, 1998.
  
                                     F - 1
<PAGE>

                        MORGAN STANLEY DEAN WITTER & CO.
                               Financial Summary
                                  (unaudited)


 
<TABLE>
<CAPTION>                              
                                                               Quarter Ended                Percentage Change From:
                                                -----------------------------------------  -------------------------
                                                Feb 28, 1999   Feb 28, 1998  Nov 30, 1998  Feb 28, 1998  Nov 30, 1998
                                                -------------  ------------  ------------  ------------- ------------  
<S>                                             <C>            <C>           <C>           <C>            <C>         
Basic earnings per common share                                                              
 Income before cumulative effect                                                              
     of a change in accounting                  $       1.85   $      1.15   $       2.16         61%         (14%) 
 Cumulative effect of a change in acct          $       0.00   $     (0.20)  $       0.00          *           --
 Net income                                     $       1.85   $      0.95   $       2.16         95%         (14%)
                                                                                                          
Diluted earnings per common share                                                                         
 Income before cumulative effect                                                                           
     of a change in accounting                  $       1.76   $      1.10   $       2.07         60%         (15%)
 Cumulative effect of a change in acct          $       0.00   $     (0.19)  $       0.00          *           --
 Net income                                     $       1.76   $      0.91   $       2.07         93%         (15%)
                                                                                                          
 Excl. gain on sales of businesses (1)          $       1.76   $      1.10   $       1.49         60%         (18%)
                                                                             
Average common shares outstanding                                            
 Basic                                           553,935,578    586,751,340   560,108,890
 Diluted                                         584,593,156    616,377,562   585,533,337
Period end common shares outstanding             570,589,670    605,005,581   565,670,808
                                                                             
Return on common equity                                29.5%         16.8%          37.5%
                                                                             
Return on common equity (1)                            29.5%         20.1%          27.0%
</TABLE>
____________________________ 
(1) Excludes the effects of the net gain on sales of businesses in the quarter
    ended November 30, 1998 and the cumulative effect of a change in accounting
    in the quarter ended February 28, 1998.
 
                                      F-2
<PAGE>
 
                       MORGAN STANLEY DEAN WITTER & CO.
                   Consolidated Income Statement Information
                       (unaudited, dollars in millions)
<TABLE>
<CAPTION>
 
                                                              Quarter Ended                 Percentage Change From:   
                                                ----------------------------------------   --------------------------
                                                Feb 28, 1999  Feb 28, 1998  Nov 30, 1998   Feb 28, 1998  Nov 30, 1998
                                                ------------  ------------  ------------   ------------  ------------
<S>                                            <C>            <C>           <C>             <C>          <C>        
Investment banking                             $         957   $       800    $      733        20%          31%    
Principal transactions:                                                                                             
 Trading                                               1,691           903           798        87%         112%    
 Investments                                             265            72            90       268%         194%    
Commissions                                              665           547           587        22%          13%    
Fees:                                                                                                               
 Asset mgmt, distribution & admin                        714           676           714         6%          --     
 Merchant and cardmember                                 341           428           377       (20%)        (10%)   
 Servicing                                               253           171           270        48%          (6%)   
Interest and dividends                                 3,480         3,933         4,007       (12%)        (13%)   
Other                                                     39            55            44       (29%)        (11%)   
                                               -------------   -----------    ----------                            
 Total revenues                                        8,405         7,585         7,620        11%          10%    
Interest expense                                       2,877         3,145         3,438        (9%)        (16%)   
Provision for consumer loan losses                       177           405           213       (56%)        (17%)   
                                               -------------   -----------    ----------                            
 Net revenues                                          5,351         4,035         3,969        33%          35%    
                                               -------------   -----------    ----------                            
Compensation and benefits                              2,363         1,788         1,222        32%          93%    
Occupancy and equipment                                  146           140           152         4%          (4%)   
Brokerage, clearing and exchange fees                    114           121           136        (6%)        (16%)   
Info processing and communications                       309           267           307        16%           1%    
Marketing and business development                       395           294           477        34%         (17%)   
Professional services                                    162           128           217        27%         (25%)   
Other                                                    190           165           197        15%          (4%)   
                                               -------------   -----------    ----------                            
 Total non-interest expenses                           3,679         2,903         2,708        27%          36%    
                                               -------------   -----------    ----------                            
Gain on sales of businesses                                0             0           685        --            *     
                                               -------------   -----------    ----------                            
Income before income taxes and cumulat                                                                              
     effect of a change in accounting                  1,672         1,132         1,946        48%         (14%)   
Income tax expense                                       635           441           722        44%         (12%)   
                                               -------------   -----------    ----------                            
Income before cumulative effect of a                                                                                
     change in accounting                              1,037           691         1,224        50%         (15%)    
Cum effect of a change in acct (1)                         0          (117)            0         *           --      
                                               -------------   -----------    ----------                            
Net income                                     $       1,037   $       574    $    1,224        81%         (15%)   
                                               =============   ===========    ==========                            
Preferred stock dividend requirements          $          11   $        15    $       12       (27%)         (8%)   
                                               =============   ===========    ==========                            
Earnings applicable to common shares           $       1,026   $       559    $    1,212        84%         (15%)   
                                               =============   ===========    ==========                            
</TABLE>
_____________________________
(1) Represents the effects of an accounting change adopted in the fourth quarter
    of fiscal 1998 (effective December 1, 1997) with respect to the accounting
    for offering costs paid by investment advisors of closed end funds where
    such costs are not specifically reimbursed through separate advisory
    contracts.

                                     F - 3
<PAGE>
 
                       MORGAN STANLEY DEAN WITTER & CO.
         Securities and Asset Management Income Statement Information
                        (unaudited, dollars in millions)      

<TABLE> 
<CAPTION>
 
                                                                    Quarter Ended                    Percentage Change From:
                                                   ----------------------------------------------   ---------------------------
                                                    Feb 28, 1999   Feb 28, 1998    Nov 30, 1998     Feb 28, 1998   Nov 30, 1998
                                                   --------------  -------------   --------------   ------------   ------------
<S>                                                <C>             <C>                               <C>          <C> 
Investment banking                                 $         957   $        800      $        733        20%            31% 
Principal transactions:                                                                                                     
 Trading                                                   1,691            903               798        87%           112% 
 Investments                                                 229             72                90       218%           154% 
Commissions                                                  652            539               577        21%            13% 
Asset mgmt, distribution & admin fees                        712            676               713         5%            --  
Interest and dividends                                     2,919          3,150             3,405        (7%)          (14%)
Other                                                         39             53                44       (26%)          (11%)
                                                   --------------  -------------     -------------                          
 Total revenues                                            7,199          6,193             6,360        16%            13% 
Interest expense                                           2,655          2,852             3,219        (7%)          (18%)
                                                   --------------  -------------     -------------                          
 Net revenues                                              4,544          3,341             3,141        36%            45%  
                                                   --------------  -------------     -------------                          
                                                                                                                            
Compensation and benefits                                  2,238          1,646             1,091        36%           105% 
Occupancy and equipment                                      133            122               135         9%            (1%)
Brokerage, clearing and exchange fees                        112            118               134        (5%)          (16%)
Info processing and communications                           190            147               187        29%             2% 
Marketing and business development                           129            111               137        16%            (6%)
Professional services                                        140            105               192        33%           (27%)
Other                                                        144            120               139        20%             4% 
                                                   --------------  -------------     -------------                          
 Total non-interest expenses                               3,086          2,369             2,015        30%            53% 
                                                   --------------  -------------     -------------                         
Gain on sales of businesses                                    0              0               323        --              *  
                                                   --------------  -------------     -------------                          
Income before income taxes and cumulat                                                                                      
   effect of a change in accounting                        1,458            972             1,449        50%             1% 
Income tax expense                                           556            380               472        46%            18% 
                                                   --------------  -------------     -------------                             
Income before cumulative effect of a                                                                                        
   change in accounting                                      902            592               977        52%            (8%)
Cum effect of a change in acctg (1)                            0           (117)                0         *              --   
                                                   --------------  -------------     -------------                           
Net income                                         $         902   $        475      $        977        90%            (8%) 
                                                   ==============  =============     =============   
                                                                                                                        
Comp & benefits as a % of net revenues                       49%            49%               35%                        
Non-comp exps as a % of net revenues                         19%            22%               29%                        
Profit margin (2)                                            20%            14%               31%                        
                                                                                                         
</TABLE> 
_______________________________ 
(1) Represents the effects of an accounting change adopted in the fourth quarter
    of fiscal 1998 (effective December 1, 1997) with respect to the accounting
    for offering costs paid by investment advisors of closed end funds where
    such costs are not specifically reimbursed through separate advisory
    contracts. 
    
(2) Net income as a % of net revenues.

                                     F - 4
<PAGE>
 
                       MORGAN STANLEY DEAN WITTER & CO.
         Credit and Transaction Services Income Statement Information
                       (unaudited, dollars in millions)
                                         


<TABLE>
<CAPTION>

                                                                        Quarter Ended                    Percentage Change From:
                                                      -----------------------------------------------   ---------------------------
                                                      Feb 28, 1999      Feb 28, 1998     Nov 30, 1998   Feb 28, 1998   Nov 30, 1998
                                                      ------------      ------------     ------------   ------------   ------------
<S>                                                   <C>              <C>               <C>            <C>            <C>       
Fees:                                                                                                                            
 Merchant and cardmember                              $        341      $        428     $        377         (20%)         (10%)
 Servicing                                                     253               171              270          48%           (6%)
Principal transactions:                                                                                                          
 Investments                                                    36                 0                0           *             *  
Commissions                                                     13                 8               10          63%           30% 
Asset management, distribution and adm                           2                 0                1           *           100% 
Other                                                            0                 2                0           *             --
                                                      ------------      ------------     ------------                       
 Total non-interest revenues                                   645               609              658           6%           (2%) 

Interest revenue                                               561               783              602         (28%)          (7%)
Interest expense                                               222               293              219         (24%)           1%
                                                      ------------      ------------     ------------                       
 Net interest income                                           339               490              383         (31%)         (11%)
                                                                                                                            
Provision for consumer loan losses                             177               405              213         (56%)         (17%)
                                                      ------------      ------------     ------------                            
 Net credit income                                             162                85              170          91%           (5%) 
                                                      ------------      ------------     ------------                       
 Net revenues                                                  807               694              828          16%           (3%) 
                                                      ------------      ------------     ------------                            
                                                                                                                            
Compensation and benefits                                      125               142              131         (12%)          (5%)
Occupancy and equipment                                         13                18               17         (28%)         (24%)
Brokerage, clearing and exchange fees                            2                 3                2         (33%)           -- 
Info processing and communications                             119               120              120          (1%)          (1%) 
Marketing and business development                             266               183              340          45%          (22%) 
Professional services                                           22                23               25          (4%)         (12%) 
Other                                                           46                45               58           2%          (21%) 
                                                      ------------      ------------     ------------                        
 Total non-interest expenses                                   593               534              693          11%          (14%)  
                                                      ------------      ------------     ------------                       
Gain on sales of businesses                                      0                 0              362          --             *   
                                                      ------------      ------------     ------------                             
Income before income taxes                                     214               160              497          34%          (57%) 
Income tax expense                                              79                61              250          30%          (68%) 
                                                      ------------      ------------     ------------                             
Net income                                            $        135      $         99     $        247          36%          (45%) 
                                                      ============      ============     ============                       
                                                                                                                            
Comp & benefits as a % of net revenues                         15%               20%              16%                
Non-comp exps as a % of net revenues                           58%               56%              68%                
Profit margin (1)                                              17%               14%              30%                 
                                                                                                                    
</TABLE>
_____________________
(1) Net income as a % of net revenues.

                                     F - 5


<PAGE>
 
                       MORGAN STANLEY DEAN WITTER & CO.
         Credit and Transaction Services Income Statement Information
                       (unaudited, dollars in millions)
                              (Managed loan basis)                

<TABLE> 
<CAPTION> 


                                                                       Quarter Ended                     Percentage Change From:
                                                     ------------------------------------------------   --------------------------
                                                       Feb 28, 1999     Feb 28, 1998     Nov 30, 1998   Feb 28, 1998  Nov 30, 1998
                                                     ---------------- ----------------  -------------   ------------  ------------ 
<S>                                                  <C>              <C>               <C>             <C>           <C> 
Fees:                                                                                                                 
 Merchant and cardmember                                 $        472     $        533   $        522       (11%)          (10%) 
 Servicing                                                          0                0              0        --              --  
Principal transactions:                                                                                                          
 Investments                                                       36                0              0         *              *   
Commissions                                                        13                8             10        63%            30%  
Asset management, distribution and adm                              2                0              1         *            100%  
Other                                                               2                2              3        --            (33%)  
                                                         ------------     ------------   ------------                            
 Total non-interest revenues                                      525              543            536        (3%)           (2%) 
                                                                                                                                 
Interest revenue                                                1,186            1,362          1,289       (13%)           (8%) 
Interest expense                                                  453              527            475       (14%)           (5%) 
                                                         ------------     ------------   ------------
 Net interest income                                              733              835            814       (12%)          (10%) 
                                                                                                                              
Provision for consumer loan losses                                451              684            522       (34%)          (14%) 
                                                         ------------     ------------   ------------        
 Net credit income                                                282              151            292        87%            (3%) 
                                                         ------------     ------------   ------------        
 Net revenues                                                     807              694            828        16%            (3%) 
                                                         ------------     ------------   ------------        
                                                                                                                                 
Compensation and benefits                                         125              142            131       (12%)           (5%) 
Occupancy and equipment                                            13               18             17       (28%)          (24%) 
Brokerage, clearing and exchange fees                               2                3              2       (33%)            --  
Info processing and communications                                119              120            120        (1%)           (1%) 
Marketing and business development                                266              183            340        45%           (22%) 
Professional services                                              22               23             25        (4%)          (12%) 
Other                                                              46               45             58         2%           (21%) 
                                                         ------------     ------------   ------------                            
 Total non-interest expenses                                      593              534            693        11%           (14%) 
                                                         ------------     ------------   ------------                            
Gain on sales of businesses                                         0                0            362        --              *   
                                                         ------------     ------------   ------------                             
Income before income taxes                                        214              160            497        34%           (57%) 
Income tax expense                                                 79               61            250        30%           (68%)  
                                                         ------------     ------------   ------------                            
Net income                                               $        135     $         99   $        247        36%           (45%)  
                                                         ============     ============   ============                         
                                                                                                       
Comp & benefits as a % of net revenues                            15%              20%            16%  
Non-comp exps as a % of net revenues                              58%              56%            68%  
Profit margin (1)                                                 17%              14%            30%  
</TABLE> 
 
___________________________
(1) Net income as a % of net revenues.

                                     F - 6
<PAGE>
 
                      MORGAN STANLEY DEAN WITTER & CO.   
                  Financial Information and Statistical Data 
                                 (unaudited) 

<TABLE> 
<CAPTION> 
                                                                     Quarter Ended                          Percentage Change From:
                                            ----------------------------------------------------------    --------------------------
                                                Feb 28, 1999          Feb 28, 1998       Nov 30, 1998     Feb 28, 1998  Nov 30, 1998
                                            -------------------   --------------------  --------------    ------------  ------------
MSDW                                                                                   
<S>                                         <C>                   <C>                   <C>               <C>           <C> 
                                                                                       
Period end common shares outstanding                570,589,670            605,005,581     565,670,808         (6%)           1%  
Book value per common share                        $      24.93           $      22.48    $      23.88         11%            4%  
Shareholder's equity (millions) (1)                $     15,237           $     14,407    $     14,519          6%            5%  
Total capital (millions) (2)                       $     39,388           $     33,535    $     37,922         17%            4%  
                                                                                                                                  
SECURITIES ($ billions)                                                                                                           
                                                                                                                                  
Individual Securities                                                                                                             
 Financial advisors                                      11,453                 10,397          11,238         10%            2%  
 Client assets                                     $        470           $        408    $        438         15%            7%  
                                                                                                                                  
Institutional Securities (3)                                                                                                      
 Mergers and acquisitions announced                                                                                               
   transactions (4)                                                                                                               
  MSDW global market volume                        $      109.7           $       43.4    $      622.3                            
  Rank                                                        2                      3               3                            
 Worldwide equity & related issues (4)                                                                                            
  MSDW global market volume                        $       10.5           $        3.3    $       32.6                            
  Rank                                                        1                      3               3                            
                                                                                                                                  
ASSET MANAGEMENT ($ billions)                                                                                                     
                                                                                                                                  
Assets under mgmt and administration                                                                                              
Products offered primarily to indivs                                                                                              
 Mutual funds                                                                                                                     
  Equity                                           $         77           $         71    $         75          8%            3%  
  Fixed income                                               56                     52              57          8%           (2%) 
  Money markets                                              41                     31              37         32%           11%  
                                                   ------------           ------------    ------------                     
  Total mutual funds                                        174                    154             169         13%            3%  
                                                                                                                                  
 ICS Assets                                                  20                     16              19         25%            5%  
 Other                                                       33                     31              31          6%            6%  
                                                                                                                                  
Products offered primarily to                                                                                                    
   institutional clients                                                                                                         
 Mutual funds                                                34                     34              33         --             3%
 Separate accts, pooled vehicle and                                                                                              
  other arrangements                                        124                    121             124          2%           --
                                                                                                                                 
Total assets under management                      $        385           $        356    $        376          8%            2%  
</TABLE> 
 
- -------------------------
(1) Includes pref. and common equity and pref. securities issued by
    subsidiaries.
(2) Includes pref. equity, capital units and non-current portion of
    long-term debt.
(3) Source:  Securities Data Corp.
(4) Information is year to date and stated on a calendar year basis.

                                     F - 7
<PAGE>
 
                      MORGAN STANLEY DEAN WITTER & CO.   
                  Financial Information and Statistical Data 
                       (unaudited, dollars in millions)
 
<TABLE> 
<CAPTION> 

                                                            
                                                                   Quarter Ended                     Percentage Change From:
                                                   --------------------------------------------    ----------------------------
                                                   Feb 28, 1999    Feb 28, 1998    Nov 30, 1998    Feb 28, 1998    Nov 30, 1998
                                                   ------------    ------------    ------------    ------------    ------------
CREDIT AND TRANSACTION SERVICES                                                                                  
<S>                                                <C>             <C>             <C>             <C>             <C> 
Owned consumer loans                                                                                             
 Period end                                         $    15,529     $    20,839     $    15,996          (25%)            (3%)
 Average                                            $    16,420     $    21,752     $    16,822          (25%)            (2%)
                                                                                                                              
Managed consumer loans (1)                                                                                                    
 Period end                                         $    32,134     $    35,804     $    32,502          (10%)            (1%)
 Average                                            $    32,900     $    36,828     $    33,126          (11%)            (1%)
 Interest yield                                          14.06%          14.72%          14.72%      (0.66 pp)       (0.66 pp)
 Interest spread                                          8.23%           8.46%           8.71%      (0.23 pp)       (0.48 pp)
 Net charge-off rate                                      6.28%           7.50%           6.94%      (1.22 pp)       (0.66 pp)
 Delinquency rate (over 30 days)                          7.08%           7.40%           6.53%      (0.32 pp)        0.55 pp 
                                                                                                                                   
General purpose credit card                                                                                                        
 accounts (in millions)                                      37              40              38                                    
Discover/NOVUS Network increase in                                                                                                 
 merchant locations (in thousands)                          100              90              97                        
</TABLE> 
 
- -------------------------
(1) Includes owned and securitized consumer loans.

                                     F - 8

<PAGE>
 
                                                                    Exhibit 99.1

Contact:                Media Relations         Investor Relations
                        Jeanmarie McFadden      Prakash Mavinkurve
                        212-762-7842            212-762-6803


                      MORGAN STANLEY DEAN WITTER ANNOUNCES
              RECORD QUARTERLY OPERATING RESULTS OF $1.04 BILLION;
                           EARNINGS PER SHARE UP 60%


NEW YORK, March 25, 1999  -- Morgan Stanley Dean Witter & Co. (NYSE:MWD) today
reported record operating results of $1,037 million for the quarter ended
February 28, 1999 -- a 50 percent increase from $691 million in last year's
first quarter./1/  Diluted earnings per share were $1.76 -- up 60 percent from
$1.10 a year ago.

First quarter net revenues (total revenues less interest expense and the
provision for loan losses) increased to $5.4 billion  -- 33 percent higher than
a year ago.  The annualized return on average common equity for the first
quarter was 29.5 percent.

Philip J. Purcell, Chairman, and John J. Mack, President, said in a joint
statement, "This was a great quarter, right on the heels of an excellent
performance in 1998 when the environment was much tougher. This past quarter we
were able to capitalize on the improved environment by achieving a substantial
increase in earnings per share and an ROE of 29.5 percent -- well above our
target rate of 18-20 percent. These results, and our post merger gains in market
share, confirm our belief that few financial firms can match the strength and
diversity of our revenue streams."


_____________________

/1/ All amounts for the three month period ended February 28, 1998 exclude a
$117 million charge resulting from an accounting change. See Page F-1 of
Financial Summary, Note 1.

                                       1
<PAGE>
 
On February 9, the Company announced that it had agreed to acquire AB Asesores,
Spain's largest independent financial services firm. AB Asesores has strategic
positions in personal investment, asset management, institutional research and
brokerage, and investment banking. Its 548 employees include 250 financial
advisors who serve individual investors through sales of proprietary mutual
funds and other financial products. At the end of 1998, it had $4.35 billion in
mutual fund assets under management.


SECURITIES

Securities net income surged to a record $755 million, up 55 percent from the
first quarter of 1998.  These results reflect outstanding performances across
all of the Company's Securities businesses.

 .  A record quarter for investment banking was driven by record revenues from
   mergers and acquisitions, combined with excellent results in equity and
   investment grade debt underwriting. For the first two months of calendar
   1999, the Company ranked first in the underwriting of worldwide equity and
   equity related issues and maintained strong competitive positions in
   announced global M&A transactions, and high yield and U. S. investment grade
   debt underwritings./2/

 .  Institutional sales and trading also reported exceptionally strong results,
   achieving record quarters in equities, fixed income, foreign exchange and
   commodities. Internationally, the Company achieved excellent results in
   Europe and Japan.

 .  Individual securities achieved record quarterly revenues, primarily on the
   strength of increased sales of listed and over-the-counter equities, and
   higher revenues from the distribution of asset management products.

 .  The number of financial advisors in the Company's individual securities
   business, including Private Wealth Management (formerly Private Client
   Services), rose to 11,453, an increase of 215 during the quarter and more
   than 1,000 over the last twelve months. Client assets rose to $470 billion --
   $62 billion higher than a year ago --and the number of client accounts passed
   the 4 million mark.

__________________

/2/ Source: Securities Data Corp. -- January 1 to February  28, 1999.

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<PAGE>
 
ASSET MANAGEMENT

Asset Management posted first quarter net income of $147 million -- up 40
percent from a year ago. These results include a record quarter for the
Company's Private Equity Group.

 .  The Company had $385 billion of assets under management and administration at
   the end of the first quarter -- an increase of $29 billion, or 8 percent,
   over a year ago.

 .  Retail assets increased $8 billion for the quarter and $26 billion from a
   year ago -- to stand at $227 billion. Institutional assets increased $1
   billion for the quarter and $3 billion from a year ago -- to stand at $158
   billion.

 .  Private Equity recognized first quarter investment gains of $194 million
   compared with $59 million a year ago. The gains were largely the result of a
   successful secondary offering of part of the Company's investment in Equant,
   a global data communications company, and a mark-to-market gain on its
   remaining Equant holdings.


CREDIT AND TRANSACTION SERVICES

Credit and Transaction Services net income increased by 36 percent to $135
million, versus $99 million a year ago. Last year's first quarter net income
included the results for SPS, Prime Option and BRAVO -- all of which were sold
later in 1998.

 .  Credit quality, on a managed loan basis, improved from last year's first
   quarter, with the consumer loan charge-off rate declining to 6.28 percent
   from 7.50 percent. The over 30 days delinquency rate was 7.08 percent
   compared to 7.40 percent a year ago.

 .  Marketing and business development expenses increased 45 percent to $266
   million from last year's first quarter, due principally to the launch of the
   Discover Platinum card.

 .  Managed consumer loans of $32.1 billion increased $600 million from last
   year's first quarter after adjusting for the sales of receivables associated
   with Prime Option, SPS and BRAVO.

This quarter's earnings also included a $36 million pretax gain associated with
Discover Brokerage Direct's sale of part of its holdings in Knight/Trimark Group
Inc.

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<PAGE>
 
 .  Discover Brokerage Direct had another quarter of record trading volume and 
   has expanded its strategic Internet alliances to include Quicken and Excite.
   DBD is also currently exploring offering after-hours trading.


The Company repurchased approximately 4.6 million shares of its common stock
since fiscal year end November 30, 1998. The Company also announced that its
Board of Directors declared a $.24 quarterly dividend per common share.  The
dividend is payable on April 30, 1999 to common shareholders of record on April
16, 1999.

Total capital (shareholders' equity and long-term debt) at February 28, 1999 was
$39.4 billion, including $15.2 billion of common and preferred shareholders'
equity and preferred securities issued by subsidiaries.  Book value per common
share was $24.93, based on period end shares outstanding of 570,589,670.

Morgan Stanley Dean Witter & Co. is a global financial services firm and a
market leader in securities, asset management, and credit and transaction
services.  The Company has offices in New York, London, Tokyo, Hong Kong, and
other principal financial centers around the world and has 450 securities branch
offices throughout the United States.





                                     # # #
                            (See Attached Schedules)

This release may contain forward-looking statements.  These statements, which
reflect management's beliefs and expectations, are subject to risks and
uncertainties that may cause actual results to differ materially.  For a
discussion of the risks and uncertainties that may affect the Company's future
results, please see "Management's Discussion and Analysis of Financial Condition
and Results of Operations" in the Company's 1998 Annual Report to Shareholders.

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