MORGAN STANLEY DEAN WITTER & CO
424B3, 2001-01-18
FINANCE SERVICES
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PROSPECTUS Dated May 18, 2000 
PROSPECTUS SUPPLEMENT
Dated May 18, 2000		 Pricing Supplement No. 54 to
Registration Statement No. 333-34392
January 10, 2001
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:  $35,000,000 Settlement Date:
  (Original Issue Date): 		January 16, 2001
Maturity Date: January 16, 2004 Initial Interest Reset
  Date:		 January 17, 2001
Interest Accrual Date: January 16, 2001 Interest Reset Dates: Each business day
Interest Payment Dates: Each January 16, April 16, July 16, and October 16, commencing April 16, 2001 Interest Reset Period: Daily
Initial Interest Rate: To be determined on the Original Issue Date Interest Determination Dates: Same as Interest Reset Dates
Base Rate: Federal Funds Rate Reporting Service: Telerate (page 5)
Index Maturity: One Day Book Entry Note or
  Certificated Note:		 Book Entry Note
Spread (Plus or Minus): Plus 0.45% per annum Senior Note or
  Subordinated Note:		 Senior Note
Index Currency: N/A Agent: Morgan Stanley & Co. Incorporated
Interest Payment Period: Quarterly Calculation Agent: The Chase Manhattan Bank
Specified Currency: U.S. Dollars Minimum Denomination: $1,000
Issue Price: 100% CUSIP: 61745ERB9

Terms not defined above have the meanings given to such terms in the accompanying prospectus supplement.
 
 

MORGAN STANLEY DEAN WITTER



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