PROSPECTUS Dated May 5, 1999 Pricing Supplement No. 54 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-75289
Dated May 6, 1999 March 15, 2000
Rule 424(b)(3)
Morgan Stanley Dean Witter & Co.
MEDIUM-TERM NOTES, SERIES C
Senior Floating Rate Notes
-----------------------
We will not redeem these Medium-Term Notes, Series C (Senior Floating Rate
Notes) prior to the maturity date. We describe the basic features of this type
of note in the section called "Description of Notes--Floating Rate Notes" in
the accompanying prospectus supplement, subject to and as modified by the
provisions described below.
Principal Amount: $250,000,000
Maturity Date: March 19, 2001
Interest Accrual
Date: March 17, 2000
Interest Payment
Dates: Each March 19, June
19, September 19, and
December 19,
commencing June 19,
2000
Initial Interest Rate: To be determined on
the Original Issue
Date
Base Rate: Prime Rate
Index Maturity: One Day
Spread
(Plus or Minus): Minus 2.83% per
annum
Index Currency: N/A
Interest Payment
Period: Quarterly
Specified Currency: U.S. Dollars
Issue Price: 100%
Settlement Date
(Original Issue Date): March 17, 2000
Initial Interest Reset
Date: March 18, 2000
Interest Reset Dates: Each business day
Interest Reset Period: Daily
Interest Determination
Dates: Each interest reset
date
Reporting Service: Telerate (Page 125)
Book Entry Note or
Certificated Note: Book Entry Note
Senior Note or
Subordinated Note: Senior Note
Agent: Morgan Stanley & Co.
Incorporated
Calculation Agent: The Chase Manhattan
Bank
Minimum Denomination: $1,000
CUSIP: 61745EPK1
Terms not defined above have the meanings given to such terms in the
accompanying prospectus supplement.
MORGAN STANLEY DEAN WITTER
