PROSPECTUS Dated March 26, 1998 Pricing Supplement No. 78, and Amendment No. 1
PROSPECTUS SUPPLEMENT to Pricing Supplement No. 60, to
Dated April 6, 1998 Registration Statement No. 333-46935
Dated April 21, 1999
Rule 424(b)(3)
Morgan Stanley Dean Witter & Co.
GLOBAL MEDIUM-TERM NOTES, SERIES D
Senior Euro Fixed Rate Notes Due March 2009
--------------------
We may not redeem these Global Medium-Term Notes, Series D
(Senior Euro Fixed Rate Notes Due March 2009) 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.
We will apply to the London Stock Exchange Limited for the
notes to be admitted on the Official List as soon as practicable following the
settlement of the notes.
We describe the basic features of this type of note, known as
an Original Issue Discount Note, in the section called "Description of Notes"
in the accompanying Prospectus Supplement, subject to and as modified by the
provisions described below.
We will issue these notes in temporary global bearer form with
the Temporary ISIN XS0097125693. Once these notes have been exchanged for
notes in permanent global bearer form, on or about June 26, 1999, they will be
combined with our Global Medium-Term Notes, Series D, Senior Euro Fixed Rate
Notes Due March 2009, issued on March 9, 1999, with the ISIN XS0095482971 and
Common Code 9548297, and offered pursuant to pricing supplement No. 60, dated
March 3, 1999, to the accompanying prospectus and prospectus supplement.
Following the exchange, both these notes and the notes issued on March 9, 1999
in a combined aggregate principal amount of CHF 12,370,000 will bear the ISIN
XS0095482971 and Common Code 9548297.
Principal Amount: CHF 4,140,000
Maturity Date: March 9, 2009; provided that if such day is not
a Business Day, the payment of principal 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, unless that next
succeeding Business Day falls in the next calendar
month, in which case the payment will be made on
the first preceding day that is a Business Day.
Settlement and Issue
Date: May 17, 1999
Interest Accrual Date: N/A
Issue Price: 73.77%
Specified Currency: Swiss Francs
Redemption Percentage
at Maturity: 100%
Interest Rate: N/A
Maximum Interest Rate: N/A
Minimum Interest Rate: N/A
Modified Payment Upon
Acceleration or
Redemption: Yes
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: N/A
Interest Payment Period: N/A
Business Days: London, New York and Zurich
Agent: Bank Morgan Stanley AG
Paying Agent: The Chase Manhattan Bank (London Branch)
Exchange Rate Agent: Morgan Stanley & Co. International Limited
Denominations: CHF 10,000
Temporary Common Code: 9712569
Temporary ISIN: XS0097125693
Permanent Common Code: 9548297
Permanent ISIN: XS0095482971
United States Federal Income Taxation:
The Internal Revenue Service Restructuring and Reform Act of 1998
eliminated the 18-month holding period requirement for certain individual
taxpayers to qualify for the lowest tax rate for capital gain. The minimum
holding period required to qualify for the lowest tax rate currently is 12
months. In addition, the effective date of the New Regulations (as defined in
"United States Federal Taxation -- Backup Withholding" in the accompanying
Prospectus Supplement) has been changed so that the New Regulations will apply
to payments made after December 31, 1999. Lastly, the definition of "Foreign
Holder" (as defined in "United States Federal Taxation" in the accompanying
Prospectus Supplement) has been amended so that, with respect to a corporation
or partnership, Foreign Holder means a corporation, partnership or other
entity that was not created or organized in or under the laws of the United
States, any State thereof or the District of Columbia.
Limitations on Issuance Bearer Securities and Bearer Debt Warrants:
The definition of "United States person" (as defined in "Limitations on
Issuance of Bearer Securities and Bearer Debt Warrants" in the accompanying
Prospectus) has been amended so that, with respect to a corporation or
partnership, United States person means a corporation, partnership or other
entity that was created or organized in or under the laws of the United
States, any State thereof or the District of Columbia.
Capitalized terms not defined above have the meanings given to such terms in
the accompanying Prospectus Supplement.
BANK MORGAN STANLEY AG
