PROSPECTUS Dated May 18, 2000 Pricing Supplement No. 38 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-34392
Dated May 19, 2000 Dated September 28, 2000
Rule 424(b)(3)
Morgan Stanley Dean Witter & Co.
GLOBAL MEDIUM-TERM NOTES, SERIES D
Euro Floating Rate Senior Bearer Notes Due 2005
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We may not redeem these Global Medium-Term Notes, Series D (Euro Floating
Rate Senior Bearer Notes Due 2005) 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 have applied to the London Stock Exchange Limited for the notes to be
admitted on the Official List.
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: $115,000,000
Maturity Date: October 4, 2005
Settlement and Original
Issue Date: October 4, 2000
Interest Accrual Date: October 4, 2000
Issue Price: 99.62%
Specified Currency: U.S. Dollars
Redemption Percentage
at Maturity: 100%
Base Rate: LIBOR
Spread (Plus or Minus): Plus 0.25% per annum
Spread Multiplier: N/A
Index Currency: U.S. Dollars
Index Maturity: 3 months
Maximum Interest Rate: N/A
Minimum Interest Rate: N/A
Initial Interest Rate: To be determined two London
banking days prior to 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 January 4, April 4, July 4,
and October 4, commencing
January 4, 2001; 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: $10,000
Common Code: 11869416
ISIN: XS0118694164
Other Provisions: N/A
Terms not defined above have the meanings given to those terms
in the accompanying prospectus supplement.
MORGAN STANLEY DEAN WITTER
