THE INFORMATION IN THIS PRICING SUPPLEMENT IS NOT COMPLETE AND MAY BE CHANGED.
WE MAY NOT DELIVER THESE SECURITIES UNTIL A FINAL PRICING SUPPLEMENT IS
DELIVERED. THIS PRICING SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS AND
PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN OFFER TO SELL THESE SECURITIES AND
THEY ARE NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE
OFFER OR SALE IS NOT PERMITTED.
Subject to Completion, Pricing Supplement dated February 10, 2000
PROSPECTUS Dated May 5, 1999 Pricing Supplement No. 38 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-75289
Dated May 6, 1999 Dated , 2000
Rule 424(b)(3)
Morgan Stanley Dean Witter & Co.
GLOBAL MEDIUM-TERM NOTES, SERIES D
Euro Fixed Rate Senior Bearer Notes Due 2005
-----------------------
We may not redeem these Global Medium-Term Notes, Series D (Senior Euro
Fixed Rate 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 will apply to the London Stock Exchange Limited for the notes to be
admitted on the Official List as soon as is practicable following the
settlement of the notes.
[We may apply to list the notes on the Bourse de Paris.]
We describe the basic features of this type of note in the section called
"Description of Notes--Fixed Rate Notes" in the accompanying prospectus
supplement, subject to and as modified by the provisions described below
Principal Amount: Euro 500,000,000
Maturity Date: July 12, 2005; provided that if such day is
not a business day, the payment of principal
and interest due on such date will be made on
the next succeeding day that is a business
day, and no interest shall accrue for the
period from and after the maturity date.
Settlement Date
(Original Issue Date): February 17, 2000
Interest Accrual Date: February 17, 2000
Issue Price: [ ]
Specified Currency: Euro
Redemption Percentage at Maturity: 100%
Initial Redemption Percentage: N/A
Annual Redemption
Percentage Reduction: N/A
Optional Repayment Date(s): N/A
Interest Rate: [5.75]% per year, on an actual/actual day
count basis
Maximum Interest Rate: N/A
Minimum Interest Rate: N/A
Interest Payment Dates: Each July 12, commencing July 12, 2000,
provided that if that day is not a business
day, the interest payment date will be the
next succeeding day that is a business day
Interest Payment Period: Annual
Denominations: Euro 100,000
Business Day: TARGET and New York
Common Code: [ ]
ISIN: [ ]
Other Provisions: See below
Terms not defined above have the meanings given to such terms in the
accompanying prospectus supplement.
MORGAN STANLEY DEAN WITTER
ABN AMRO COMMERZBANK AKTIENGESELLSCHAFT
BARCLAYS CAPITAL CREDIT LYONNAIS
DEUTSCHE BANK/DRESDNER BANK
<PAGE>
Plan of Distribution:
On [ ], 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 [ ],
which we refer to as the "purchase price." The purchase price equals the stated
issue price of [ ] less a selling concession of [ ] and a combined management
and underwriting commission of [ ] of the principal amount of these notes.
Principal Amount
Name of Notes
---- ----------------
Morgan Stanley & Co. International Limited............... Euro
ABN AMRO.................................................
Barclays PLC.............................................
Commerzbank Akteingesellschaft...........................
Credit Lyonnais..........................................
Deutsche Bank/Dresdner Bank..............................
Total............................................ Euro 500,000,000
================
