MORGAN STANLEY DEAN WITTER & CO
424B3, 2000-05-15
FINANCE SERVICES
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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 we
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 May 8, 2000

PROSPECTUS Dated May 5, 1999                        Pricing Supplement No. 76 to
PROSPECTUS SUPPLEMENT                       Registration Statement No. 333-75289
Dated May 6, 1999                                   Dated                 , 2000
                                                                  Rule 424(b)(3)

                        Morgan Stanley Dean Witter & Co.
                           MEDIUM-TERM NOTES, SERIES C
                             Senior Fixed Rate Notes
                           ---------------------------

                               8.0% Notes due 2010
             Continuously Offered INcome Securities(sm) (COINS(sm))
                           ---------------------------

         We will not redeem these Medium-Term Notes, Series C (Senior Fixed Rate
Notes), which we refer to as Continuously Offered Income Securities (COINS),
prior to the maturity date. 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.

         The COINS will not be listed on any national securities exchange or
accepted for quotation on a trading market. There may be little or no secondary
market for the COINS. Morgan Stanley & Co. Incorporated currently intends to act
as market maker for COINS, but is not required to do so.

Principal Amount:                 To be determined on the day
                                  we offer the COINS for initial sale to the
                                  public, which is expected to be May 12, 2000.

Maturity Date:                    April 1, 2010

Settlement Date
   (Original Issue Date):         Expected to be May 17, 2000

Interest Accrual Date:            Expected to be  May 17, 2000

Issue Price:                      100%

Agent's Discount
   or Commission:                 1.50%

Proceeds to Company:              98.50%

Specified Currency:               U.S. Dollars

Redemption Percentage:            N/A

Redemption Dates:                 N/A

Annual Redemption
   Percentage Reduction:          N/A

Interest Rate:                    8.0% per year

Interest Payment Dates:           Each January 1, April 1, July 1
                                  and October 1, commencing
                                  July 1, 2000.

Interest Payment Period:          Quarterly

Book Entry Note or
   Certificated Note:             Book Entry Note

Senior Note or
   Subordinated Note:             Senior Note

Agent:                            Morgan Stanley & Co.
                                  Incorporated

Trustee:                          The Chase Manhattan Bank

Minimum Denomination:             $25 and integral multiples
                                  thereof

CUSIP:

Terms not defined above have the meanings given to such terms in the
accompanying prospectus supplement. "Continuously Offered INcome Securities" and
"COINS" are our service marks.


                           MORGAN STANLEY DEAN WITTER



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