PROSPECTUS Dated May 5, 1999 Pricing Supplement No. 35 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-75289
Dated May 6, 1999 January 20, 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: $950,000,000
Maturity Date: January 28, 2002
Interest Accrual
Date: January 27, 2000
Interest Payment
Dates: Each January 28,
April 28, July 28, and
October 28,
commencing April 28,
2000
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 0.125% per annum
Index Currency: U.S. Dollars
Interest Payment Period: Quarterly
Specified Currency: U.S. Dollars
Issue Price: 100%
Settlement Date
(Original Issue Date): January 27, 2000
Initial Interest Reset
Date: April 28, 2000
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: 61745ENY3
Terms not defined above have the meanings given to such terms in the
accompanying prospectus supplement.
MORGAN STANLEY DEAN WITTER
