PROSPECTUS Dated May 5, 1999 Pricing Supplement No. 3 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-75289
Dated May 6, 1999 Dated May 12, 1999
Rule 424(b)(3)
Morgan Stanley Dean Witter & Co.
GLOBAL MEDIUM-TERM NOTES, SERIES C
Senior Fixed Rate Notes
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We will not redeem these Medium-Term Notes, Series C (Senior Fixed
Rate Notes) prior to the maturity date. 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: $300,000,000
Maturity Date: June 19, 2000
Settlement and Issue
Date: May 19, 1999
Interest Accrual Date: May 19, 1999
Issue Price: 100%
Specified Currency: U.S. dollars
Redemption Percentage
at Maturity: 100%
Interest Rate: (i) 5.82% per year, for the period commencing on
the issue date to but excluding the Interest Reset
Date on June 19, 1999.
(ii) For each Interest Payment Period commencing
on the Interest Payment Date on June 19, 1999 to
but excluding the maturity date, the Interest Rate
will be 5.82% times N/M.
N is the number of business days in the
immediately preceding Interest Reset Period, as
determined by the Determination Agent, on which
the 10-year CMT Rate (as defined under "Other
Provisions -- 10-Year CMT Rate" below) for that
business day is less than or equal to 6.57% and
greater than or equal to 4.57%.
M is the total number of business days in the
immediately preceding Interest Reset Period. We
refer to each such business day as a determination
date. The interest rate will be calculated by the
Determination Agent.
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 nineteenth day of each month, commencing
June 19, 1999; provided that if any such day is
not a business day, the interest payment will be
made on the next succeeding day that is a business
day, unless that succeeding business day falls in
the next succeeding calendar month, in which case
the interest payment will be the immediately
preceding day that is a business day
Interest Payment Period: Monthly (fixed accrual)
Interest Reset Dates: The nineteenth day of each month, commencing
May 19, 1999.
Interest Reset Periods: Monthly, from and including the previous Interest
Reset Date and to but excluding the immediately
succeeding Interest Reset Date.
Business Day: New York
Calculation Agent: The Chase Manhattan Bank
Determination Agent: Morgan Stanley & Co. Incorporated
Denominations: $1,000
CUSIP: 61745ENT4
Other Provisions: See below
10-Year CMT Rate: For each business day in an Interest
Payment Period, the 10-year Constant Maturity
Treasury yield as most recently published in the
Federal Reserve H.15(519) Statistical Release as
determined by the Determination Agent. If the
rate described in the immediately preceding
sentence is not published for that business day,
then the 10-Year CMT rate will be the rate
displayed on Telerate page 7055, or any successor
page. If the10-Year CMT rate has not been
published in the Federal Reserve H.15(519)
Statistical Release or displayed on Telerate page
7055 or any successor page for a period of 14
calendar days prior to a determination date, the
10-Year CMT Rate for the determination dates for
which rates have not been published will be the
arithmetic average of the closing offered yield
quotations for those determination dates for
actively traded 10-year U.S. Treasury notes
obtained by the Determination Agent from three
leading U.S. government securities dealers.
Terms not defined above have the meanings given to such terms in the
accompanying prospectus supplement.
MORGAN STANLEY DEAN WITTER
