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 22, 2000
PROSPECTUS Dated May 18, 2000 Pricing Supplement No. 2 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-34392
Dated May 18, 2000 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 26, 2000.
Maturity Date: April 1, 2010
Settlement Date
(Original Issue Date): Expected to be May 31, 2000
Interest Accrual Date: Expected to be May 31, 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: Every 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
