EXHIBIT 23-a
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
(relating to $20,000,000,000 of debt securities, units, warrants, purchase
contracts, depositary shares and preferred stock) of Morgan Stanley Dean Witter
& Co. (the "Registrant") on Form S-3 of our reports dated January 21, 2000,
appearing in and incorporated by reference in the Annual Report on Form 10-K of
the Registrant for the fiscal year ended November 30, 1999 (these reports
express an unqualified opinion; the report on the consolidated financial
statements includes an explanatory paragraph for a change in the method of
accounting for certain offering costs of closed-end funds), and to the
reference to us under the heading "Experts" in the Prospectus, which is part of
this Registration Statement.
New York, New York
October 6, 2000
