PROSPECTUS Dated May 5, 1999 Pricing Supplement No. 74 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-75289
Dated May 6, 1999 Dated May 4, 2000
Rule 424(b)(3)
Morgan Stanley Dean Witter & Co.
GLOBAL MEDIUM-TERM NOTES, SERIES D
Euro Floating Rate Senior Bearer Notes Due 2003
-----------------------
We may not redeem these Global Medium-Term Notes, Series D (Euro Floating
Rate Senior Bearer Notes Due 2003) 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 will apply to the London Stock Exchange Limited for the notes to be
admitted on the Official List as soon as practicable following the Original
Issue 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: GBP 125,000,000
Maturity Date: May 15, 2003
Settlement and Original
Issue Date: May 15, 2000
Interest Accrual Date: May 15, 2000
Issue Price: 99.865%
Specified Currency: UK Sterling
Redemption Percentage
at Maturity: 100%
Base Rate: LIBOR
Spread (Plus or Minus): Plus 0.20% per annum
Spread Multiplier: N/A
Index Currency: UK Sterling
Index Maturity: 3 months
Maximum Interest Rate: N/A
Minimum Interest Rate: N/A
Initial Interest Rate: To be determined on the original
issue date
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: Each February 15, May 15,
August 15 and November 15,
commencing August 15, 2000;
provided that if any such day
(except the maturity date) is not a
business day, that interest payment
date will be the next succeeding
day that is a business day, unless
that succeeding business day would
fall in the next calendar month, in
which case such interest payment
date will be the immediately
preceding business day
Interest Payment Period: Quarterly
Interest Reset Dates: Each interest payment date
Interest Reset Periods: Quarterly
Business Day: New York and London
Calculation Agent: The Chase Manhattan Bank
Agent: Morgan Stanley & Co. International
Limited
Denominations: GBP 10,000
Common Code: 11138497
ISIN: XSO111384979
Other Provisions: N/A
(continued on next page)
Terms not defined above have the meanings given to those terms in the
accompanying prospectus supplement.
MORGAN STANLEY DEAN WITTER
Barclays Capital Commerzbank Aktiengesellschaft
HSBC
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Plan of Distribution:
On May 4, 2000, we agreed to sell to the managers listed in this pricing
supplement, and they severally agreed to purchase, the principal amount of
notes set forth opposite their respective names below at a net price of
99.715%, which we refer to as the "purchase price." The purchase price equals
the stated issue price of 99.865% less a selling concession of 0.05% and a
combined management and underwriting commission of 0.10% of the principal
amount of these notes.
Principal Amount of
Name Notes
---- -------------------
Morgan Stanley & Co. International Limited................. GBP 117,500,000
Barclays Bank PLC.......................................... 2,500,000
Commerzbank Aktiengesellschaft............................. 2,500,000
HSBC Bank PLC.............................................. 2,500,000
Total...................................................... GBP 125,000,000
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