PROSPECTUS Dated May 5, 1999 Pricing Supplement No. 39 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-75289
Dated May 6, 1999 February 14, 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: $350,000,000
Maturity Date: February 21, 2003
Interest Accrual
Date: February 22, 2000
Interest Payment
Dates: Each February 21, May 21, August 21, and November 21,
commencing May 21, 2000
Initial Interest Rate: To be determined two London banking days
prior to the Original Issue Date
Base Rate: LIBOR
Index Maturity: 3 Months
Spread
(Plus or Minus): Plus 0.20% per annum
Index Currency: U.S. Dollars
Interest Payment
Period: Quarterly
Specified Currency: U.S. Dollars
Issue Price: 100%
Settlement Date
(Original Issue Date): February 22, 2000
Initial Interest Reset
Date: May 21, 2000
Interest Reset Dates: Same as Interest Payment Dates
Interest Reset Period: Quarterly
Interest Determination
Dates: Two London banking days prior to each
Interest Reset Date
Reporting Service: Telerate (Page 3750)
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: 61745EPA3
Terms not defined above have the meanings given to such terms in the
accompanying prospectus supplement.
MORGAN STANLEY DEAN WITTER
