PROSPECTUS Dated May 5, 1999 Pricing Supplement No. 45 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-75289
Dated May 6, 1999 March 9, 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: $200,000,000
Maturity Date: September 17, 2001
Interest Accrual
Date: March 15, 2000
Interest Payment
Dates: Each March 17, June 17, September 17, and
December 17, commencing June 17, 2000
Initial Interest Rate: To be determined on the business day
immediately preceding the Original Issue Date
Base Rate: Federal Funds Rate
Index Maturity: One Day
Spread (Plus or Minus): Plus 0.28% per annum
Index Currency: N/A
Interest Payment Period: Quarterly
Specified Currency: U.S. Dollars
Issue Price: 100%
Settlement Date
(Original Issue Date): March 15, 2000
Initial Interest Reset
Date: March 16, 2000
Interest Reset Dates: Each business day except the business day
immediately preceding each interest payment date
Interest Reset Period: Daily
Interest Determination
Dates: The business day immediately preceding each interest
reset date
Reporting Service: Telerate (Page 120)
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: 61745EPE5
Terms not defined above have the meanings given to such terms in the
accompanying prospectus supplement.
MORGAN STANLEY DEAN WITTER
