PROSPECTUS Dated May 18, 2000 Pricing Supplement No. 39 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-34392
Dated May 18, 2000 October 5, 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: $85,000,000
Maturity Date: October 15, 2002
Interest Accrual
Date: October 12, 2000
Interest Payment
Dates: Each January 15,
April 15, July 15 and
October 15,
commencing January
15, 2001
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 0.08% per annum
Index Currency: U.S. Dollars
Interest Payment
Period: Quarterly
Specified Currency: U.S. Dollars
Issue Price: 100%
Settlement Date
(Original Issue Date): October 12, 2000
Initial Interest Reset
Date: January 15, 2001
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: 61745EQX2
Terms not defined above have the meanings given to such terms in the
accompanying prospectus supplement.
MORGAN STANLEY DEAN WITTER
