PROSPECTUS Dated May 5, 1999 Pricing Supplement No. 7 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-75289
Dated May 6, 1999 Dated May 14, 1999
Rule 424(b)(3)
Morgan Stanley Dean Witter & Co.
GLOBAL MEDIUM-TERM NOTES, SERIES D
Euro Fixed/Floating Rate Senior Bearer Notes Due 2009
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We may not redeem these Global Medium-Term Notes, Series D (Senior
Euro Fixed/Floating Rate Notes Due 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 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 7,500,000
Maturity Date: May 28, 2009
Settlement Date
(Original Issue Date): May 28, 1999
Interest Accrual Date: May 28, 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) 75% of the Reference Rate and
(ii) the Minimum Interest Rate, calculated on a
30/360 day basis.
Reference Rate means the Fifteen Year Constant
Maturity Swap Rate as described under "Other
Provisions" below.
Maximum Interest Rate: N/A
Minimum Interest Rate: 3.50% per year
Interest Payment Dates: Each May 28 and November 28, commencing
November 28, 1999, 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: Semi-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 business
day immediately preceding such Interest Reset Date
Determination Agent: Morgan Stanley & Co. International Limited
Denominations: Euro 100,000
Common Code: 9789545
ISIN: XS0097895451
Other Provisions: See below
Terms not defined above have the meanings given to such terms in the
accompanying prospectus supplement.
MORGAN STANLEY DEAN WITTER
Fifteen Year Constant
Maturity Swap
Rate: (i) the Fifteen Year Constant Maturity Swap Rate
will be determined on the basis of the 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, if two or more Reference Dealers
provide quotations, 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 15 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 (ii) in the event only one Reference
Dealer or no Reference Dealer provides a quotation
to the Determination Agent pursuant to (i) above,
the Fifteen Year Constant Maturity Swap Rate will be
established by the Determination Agent in its sole
discretion.
In the case of (i), the Determination 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 (A) if four or five
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) and (B) if two or
three quotations are provided, the rate for that
Interest Reset Date will be the arithmetic mean of
the quotations, without eliminating any quotations.
For the purposes of (ii) above, "Reference Dealers"
means five major dealers in the Euro-zone market
selected by the Determination 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.
