PROSPECTUS Dated May 5, 1999 Pricing Supplement No. 41 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-75289
Dated May 6, 1999 March 6, 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.
These notes will be combined with our Medium-Term Notes, Series C (Senior
Floating Rate Notes) Due February 21, 2003, issued on February 22, 2000, with
the CUSIP 61745EPA3, and offered pursuant to pricing supplement No. 39, dated
February 14, 2000, to the accompanying prospectus and prospectus supplement.
Both these notes and the notes issued on February 22, 2000 in a combined
principal amount of $600,000,000 will bear the CUSIP 61745EPA3.
Principal Amount: $250,000,000
Maturity Date: February 21, 2003
Interest Accrual
Date: February 22, 2000
Interest Payment
Dates: Each February 21,
May 21, August 21,
and November 21,
commencing May 21,
2000
Initial Interest Rate: 6.31%
Base Rate: LIBOR
Index Maturity: 3 Months
Spread
(Plus or Minus): Plus 0.20% per annum
Index Currency: U.S. Dollars
Interest Payment
Period: Quarterly
Specified Currency: U.S. Dollars
Issue Price: 100%, plus an amount
equal to the Interest
Rate applied to the
Principal Amount
accrued from and
including February 22,
2000 to but excluding
the Settlement Date
Settlement Date
(Original Issue Date): March 9, 2000
Initial Interest Reset
Date: May 21, 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: 61745EPA3
Terms not defined above have the meanings given to such terms in the
accompanying prospectus supplement.
MORGAN STANLEY DEAN WITTER
