PROSPECTUS Dated May 18, 2000 Pricing Supplement No. 28 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-34392
Dated May 19, 2000 Dated August 9, 2000
Rule 424(b)(3)
Morgan Stanley Dean Witter & Co.
GLOBAL MEDIUM-TERM NOTES, SERIES D
Euro Fixed Rate Senior Bearer Notes Due 2003
-----------------------
We may not redeem these Global Medium-Term Notes, Series D (Senior Euro
Fixed Rate Notes Due 2003) 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 U.K. Listing Authority for the notes to be admitted
on the Official List of the London Stock Exchange as soon as is practicable
following the settlement of the notes.
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: GBP 150,000,000
Maturity Date: August 22, 2003
Settlement Date
(Original Issue Date): August 22, 2000
Interest Accrual Date: August 22, 2000
Issue Price: 99.752%
Specified Currency: UK Sterling ("GBP")
Redemption Percentage
at Maturity: 100%
Initial Redemption
Percentage: N/A
Annual Redemption
Percentage Reduction: N/A
Optional Repayment
Date(s): N/A
Interest Rate: 6.75% per year
Maximum Interest Rate: N/A
Minimum Interest Rate: N/A
Interest Payment Dates: Each August 22, commencing
August 22, 2001
Interest Payment Period: Annual
Denominations: GBP 1,000
Business Day: London
Common Code: 011633323
ISIN: XS0116333237
Other Provisions: N/A
(continued on next page)
Terms not defined above have the meanings given to such terms in the
accompanying prospectus supplement.
MORGAN STANLEY DEAN WITTER
BARCLAYS CAPITAL COMMERZBANK AKTIENGESELLSCHAFT
GREENWICH NATWEST
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Plan of Distribution:
On August 9, 2000, 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
99.527%, which we refer to as the "purchase price." The purchase price equals
the stated issue price of 99.752% less a selling concession of 0.10% and a
combined management and underwriting commission of 0.125% of the principal
amount of these notes.
Name Principal Amount of
---- -------------------
Morgan Stanley & Co. International Limited................ GBP 136,500,000
Barclays Bank PLC......................................... 4,500,000
Commerzbank Aktiengesellschaft............................ 4,500,000
Greenwich Natwest......................................... 4,500,000
Total............................................. GBP 150,000,000
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