PROSPECTUS Dated March 26, 1998 Pricing Supplement No. 56 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-46935
Dated March 26, 1998 February 23, 1999
Rule 424(b)(3)
Morgan Stanley Dean Witter & Co.
MEDIUM-TERM NOTES, SERIES C
Senior Fixed Rate Notes
----------
We, Morgan Stanley Dean Witter & Co., have the option to redeem
these notes in whole, but not in part, prior to the Maturity Date. We may
redeem these notes by giving you not less than 30 nor more than 35 calendar
days notice on any March 19 or September 19, commencing March 19, 2001. 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.
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.
Principal Amount: $20,000,000
Maturity Date: March 19, 2014
Settlement Date
(Original Issue Date): March 19, 1999
Interest Accrual Date: March 19, 1999
Issue Price: 100%
Specified Currency: U.S. Dollars
Redemption Percentage: 100%
Redemption Dates: Redeemable in whole, but not in part, at our
option upon not less than 30 nor more than 35
calendar days notice on any March 19 or September
19, commencing March 19, 2001
Annual Redemption
Percentage Reduction: N/A
Interest Rate: 6.50% per annum
Interest Payment Dates: The 19th day of each month, commencing April 19,
1999
Interest Payment Period: Monthly
Total Amount of OID: N/A
Original Yield to Maturity: N/A
Initial Accrual Period OID: N/A
Book Entry Note or
Certificated Note: Book Entry Note
Senior Note or
Subordinated Note: Senior Note
Agent: Morgan Stanley & Co. Incorporated
Trustee: The Chase Manhattan Bank
Minimum Denomination: $1,000
CUSIP: 61745ENB3
Capitalized terms not defined above have the meanings given to such terms in
the accompanying Prospectus Supplement.
MORGAN STANLEY DEAN WITTER
