EXHIBIT 4-u


                           [FORM OF FACE OF SECURITY]
                    DEFINITIVE FIXED RATE SENIOR BEARER NOTE

BEARER                                                       BEARER
No. DFXR                                                     [PRINCIPAL AMOUNT]

     [A [SHORTER TERM/LONGER TERM] DEBT SECURITY ISSUED IN ACCORDANCE WITH
REGULATIONS MADE UNDER SECTION 4 OF THE UNITED KINGDOM BANKING ACT 1987.]1

     ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

     THIS NOTE HAS NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES
AND EXCHANGE LAW OF JAPAN. THIS NOTE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF JAPAN (WHICH
TERM AS USED HEREIN MEANS ANY PERSON RESIDENT IN JAPAN INCLUDING ANY
CORPORATION OR OTHER ENTITY ORGANIZED UNDER THE LAWS OF JAPAN) OR TO OTHERS FOR
THE RE-OFFERING OR RE-SALE, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO A RESIDENT
OF JAPAN EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF,
AND OTHERWISE IN COMPLIANCE WITH, THE SECURITIES AND EXCHANGE LAW OF JAPAN AND
OTHER RELEVANT LAWS AND REGULATIONS OF JAPAN.2

_________________

     1 Applies only if this Note is denominated in pounds sterling and matures
more than one year from and including the Original Issue Date. If this Note is
denominated in pounds sterling and matures less than one year from and
including the Original Issue Date, add the following legend: COMMERCIAL PAPER
ISSUED IN ACCORDANCE WITH REGULATIONS MADE UNDER SECTION 4 OF THE UNITED
KINGDOM BANKING ACT 1987.

     2 If this Note is offered in Japan or denominated in Japanese Yen,
appropriate legends need to be added.


<PAGE>


                        MORGAN STANLEY DEAN WITTER & CO.
                         MEDIUM-TERM NOTE, SERIES [D/E]
                    Definitive Fixed Rate Senior Bearer Note

<TABLE>
------------------------------------------------------------------------------------------------------------------
<S>                           <C>                          <C>                          <C>
ORIGINAL ISSUE DATE:          INITIAL REDEMPTION           INTEREST RATE:               MATURITY DATE:
                                 DATE:
------------------------------------------------------------------------------------------------------------------
INTEREST ACCRUAL              INITIAL REDEMPTION           INTEREST PAYMENT             OPTIONAL REPAY
   DATE:                         PERCENTAGE:                  DATE(S):                     MENT DATE(S):
------------------------------------------------------------------------------------------------------------------
SPECIFIED CURRENCY:           ANNUAL REDEMPTION            EUROCLEAR NO.:               MINIMUM DENOMINATIONS:
                                 PERCENTAGE
                                 REDUCTION:
------------------------------------------------------------------------------------------------------------------
EXCHANGE RATE                 REDEMPTION NOTICE            CLEARSTREAM NO.:             APPLICABILITY OF
   AGENT:                        PERIOD:3                                               MODIFIED PAYMENT
                                                                                        UPON ACCELERATION
                                                                                        OR REDEMPTION:
------------------------------------------------------------------------------------------------------------------
INITIAL OFFERING              EXCHANGE FOR                 COMMON CODE:                 If yes, state Issue Price:
   DATE:                         REGISTERED NOTES:
                                 [NO]4
------------------------------------------------------------------------------------------------------------------
OTHER PROVISIONS:                                          ISIN:                        ORIGINAL YIELD TO
                                                                                        MATURITY:
------------------------------------------------------------------------------------------------------------------
</TABLE>

______________

     3 Applicable if other than 30-60 days. Consult with Euroclear or
Clearstream if a shorter redemption is requested. A minimum of 10 days may be
possible.

     4 Unless explicitly stated otherwise in term sheet, MSDW practice has been
to exclude this option.
7

     Morgan Stanley Dean Witter & Co., a Delaware corporation (together with
its successors and assigns, the "Issuer"), for value received, hereby promises
to pay to bearer, upon surrender hereof, the principal sum of , on the Maturity
Date specified above (except to the extent previously redeemed or repaid) and
to pay interest thereon to the bearer of the coupons, if any, appertaining
hereto (the "Coupons") as they severally mature, at the Interest Rate per annum
specified above from and including the Interest Accrual Date specified above
until but excluding the date the principal amount is paid or duly made
available for payment (except as provided below) weekly, monthly, quarterly,
semi-annually or annually in arrears on the Interest Payment Dates specified
above in each year commencing on the first Interest Payment Date next
succeeding the Interest Accrual Date specified above, and at maturity (or on
any redemption or repayment date); provided, however, that if the Interest
Accrual Date occurs fifteen days or less prior to the first Interest Payment
Date occurring after the Interest Accrual Date, interest payments will commence
on the second Interest Payment Date succeeding the Interest Accrual Date.

     Interest on this Note will accrue from and including the most recent
Interest Payment Date to which interest has been paid or duly provided for, or,
if no interest has been paid or duly provided


                                       2


<PAGE>


for, from and including the Interest Accrual Date, until but excluding the date
the principal hereof has been paid or duly made available for payment (except
as provided below). The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, subject to certain exceptions
described herein, be paid to the holder of the appropriate Coupon upon
presentment and surrender at the office of a Paying Agent referred to in the
next succeeding paragraph.

     Payment of the principal of this Note, any premium and the interest due at
maturity (or on any redemption or repayment date) will be made upon
presentation and surrender of this Note and any Coupons (and, in the case of
redemption or repayment, any Coupon yet unmatured) at the office or agency of
the Principal Paying Agent, as defined on the reverse hereof, or at the office
or agency of such paying agents listed on the reverse of each Coupon or at the
office or agency of such other paying agents outside the United States (this
and certain other capitalized terms used herein are defined on the reverse of
this Note) as the Issuer may determine for that purpose (each, a "Paying
Agent," which term shall include the Principal Paying Agent).

     Payment of the principal of and premium, if any, and interest on this Note
will be made in the Specified Currency indicated above, except as provided on
the reverse hereof. If this Note is denominated in U.S. dollars, any payment of
the principal of and premium, if any, and interest on this Note will be made in
such coin or currency of the United States as at the time of payment is legal
tender for payment of public and private debts. Such payments on this Note will
be made either by a check mailed to an address outside the United States
furnished by the payee or, at the option of the payee and subject to applicable
laws and regulations and the procedures of the Paying Agent, by wire transfer
of immediately available funds to an account maintained by the payee with a
bank located outside the United States if appropriate wire transfer
instructions have been received by the Paying Agent not less than 15 calendar
days prior to the applicable payment date. Notwithstanding the foregoing, in
the event that payment in U.S. dollars of the full amount payable on this Note
at the offices of all Paying Agents would be illegal or effectively precluded
as a result of exchange controls or similar restrictions, payment on this Note
will be made by a paying agency in the Borough of Manhattan, The City of New
York, if such paying agency, under applicable law and regulations, would be
able to make such payment without adverse United States federal tax
consequences or other adverse consequences to the Issuer. If this Note is
denominated in a Specified Currency other than U.S. dollars, then, except as
provided on the reverse hereof, payment of the principal of and premium, if
any, and interest on this Note will be made in such Specified Currency either
by a check drawn on a bank outside the United States or, at the option of the
payee and subject to applicable laws and regulations and the procedures of the
Paying Agent, by wire transfer of immediately available funds to an account
maintained by the payee with a bank located outside the United States.

     Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.


                                       3


<PAGE>


     Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, neither this
Note nor the Coupons shall be entitled to any benefit under the Senior
Indenture, as defined on the reverse hereof, or be valid or obligatory for any
purpose.


                                       4


<PAGE>


     IN WITNESS WHEREOF, the Issuer has caused this Note to be duly executed
and Coupons bearing the facsimile signature of its ___________ to be annexed
hereto.

DATED:                                         MORGAN STANLEY DEAN WITTER & CO.


                                               By:_____________________________
                                                  Name:
                                                  Title:


TRUSTEE'S CERTIFICATE
   OF AUTHENTICATION

This is one of the Notes referred
   to in the within-mentioned
   Senior Indenture.

THE CHASE MANHATTAN BANK,
   as Trustee


By:__________________________
   Authorized Officer


                                       5


<PAGE>


                         [FORM OF REVERSE OF SECURITY]

     This Note is one of a duly authorized issue of Global Medium-Term Notes,
Series [D/E], having maturities more than nine months from the date of issue
(the "Notes"), of the Issuer. The Notes are issuable under an Amended and
Restated Senior Indenture, dated as of May 1, 1999, between the Issuer and The
Chase Manhattan Bank, as Trustee (the "Trustee," which term includes any
successor trustee under the Senior Indenture) (as may be amended or
supplemented from time to time, the "Senior Indenture"), to which Senior
Indenture and all indentures supplemental thereto reference is hereby made for
a statement of the respective rights, limitations of rights, duties and
immunities of the Issuer, the Trustee and holders of the Notes or Coupons and
the terms upon which the Notes are, and are to be, authenticated and delivered.
The Issuer has appointed The Chase Manhattan Bank, London Branch, as its
principal paying agent for the Notes and the Coupons (the "Principal Paying
Agent," which term includes any additional or successor Principal Paying Agent
appointed by the Issuer). The terms of individual Notes may vary with respect
to interest rates, interest rate formulas, issue dates, maturity dates, or
otherwise, all as provided in the Senior Indenture. To the extent not
inconsistent herewith, the terms of the Senior Indenture are hereby
incorporated by reference herein.

     If this Note is denominated in pounds sterling, the Issuer represents that
it is not an authorized institution (for purposes of the United Kingdom Banking
Act 1987) nor a European authorized institution as defined by Regulation 3 of
the Banking Co-ordination (Second Council Directive) Regulations 1992 and
repayment of the principal of, and payment of any interest or premium on, this
Note has not been guaranteed, that it has complied with its obligations under
the listing rules of the London Stock Exchange plc (the "Rules") and that,
since the last publication in compliance with the Rules of information about
it, it, having made all reasonable inquiries, has not become aware of any
change in circumstances which could reasonably be regarded as significantly and
adversely affecting its ability to meet its obligations in respect of the Notes
as they fall due.

     Unless otherwise indicated on the face hereof, this Note will not be
subject to any sinking fund and, unless otherwise indicated on the face hereof
in accordance with the provisions of the following two paragraphs and except as
set forth below, will not be redeemable or subject to repayment at the option
of the holder prior to maturity.

     If so indicated on the face hereof, this Note may be redeemed in whole or
in part at the option of the Issuer on or after the Initial Redemption Date
specified on the face hereof on the terms set forth on the face hereof,
together with interest accrued and unpaid hereon to the date of redemption
(except as indicated below). If this Note is subject to "Annual Redemption
Percentage Reduction," the Initial Redemption Percentage indicated on the face
hereof will be reduced on each anniversary of the Initial Redemption Date by
the Annual Redemption Percentage Reduction specified on the face hereof until
the redemption price of this Note is 100% of the principal amount hereof,
together with interest accrued and unpaid hereon to the date of redemption
(except as provided below). Notice of redemption shall be mailed to the holders
of the Notes designated for redemption who have filed their names and addresses
with the Principal Paying Agent, not less than


                                       6


<PAGE>


30 nor more than 60 days prior to the date fixed for redemption or within the
Redemption Notice Period specified on the face hereof, subject to all the
conditions and provisions of the Senior Indenture. Notice of redemption to
holders of Notes shall be published in the manner set forth in "Notices" as
defined below and, if by a publication, shall be given once in each of three
successive calendar weeks, the first publication to be not less than 30 nor
more than 60 days prior to the date set for redemption or within the Redemption
Notice Period specified on the face hereof. In the event of redemption of this
Note in part only, a new Note or Notes for the amount of the unredeemed portion
hereof shall be issued upon the cancellation hereof. If redeemed prior to
maturity, this Note must be presented for payment together with all unmatured
Coupons, if any, appertaining hereto, failing which the amount of any missing
unmatured Coupon will be deducted from the sum due for payment; provided,
however, that such deduction may be waived by the Issuer and the Principal
Paying Agent if there is furnished to each of them such security or indemnity
as they may require.

     If the face hereof indicates that this Note is subject to "Modified
Payment upon Acceleration or Redemption," then (i) if the principal hereof is
declared to be due and payable as described in the preceding paragraph, the
amount of principal due and payable with respect to this Note shall be limited
to the aggregate principal amount hereof multiplied by the sum of the Issue
Price specified on the face hereof (expressed as a percentage of the aggregate
principal amount) plus the original issue discount amortized from the Interest
Accrual Date to the date of declaration, which amortization shall be calculated
using the "interest method" (computed in accordance with generally accepted
accounting principles in effect on the date of declaration), (ii) for the
purpose of any vote of securityholders taken pursuant to the Senior Indenture
prior to the acceleration of payment of this Note, the principal amount hereof
shall equal the amount that would be due and payable hereon, calculated as set
forth in clause (i) above, if this Note were declared to be due and payable on
the date of any such vote and (iii) for the purpose of any vote of
securityholders taken pursuant to the Senior Indenture following the
acceleration of payment of this Note, the principal amount hereof shall equal
the amount of principal due and payable with respect to this Note, calculated
as set forth in clause (i) above.

     If so indicated on the face of this Note, this Note will be subject to
repayment at the option of the holder on the Optional Repayment Date or Dates
specified on the face hereof on the terms set forth herein. On any Optional
Repayment Date, this Note will be repayable in whole or in part in increments
of $1,000 or, if this Note is denominated in a Specified Currency other than
U.S. dollars, in increments of 1,000 units of such Specified Currency (provided
that any remaining principal amount hereof shall not be less than the minimum
authorized denomination hereof) at the option of the holder hereof at a price
equal to 100% of the principal amount to be repaid, together with interest
accrued and unpaid hereon to the date of repayment (except as provided below).
For this Note to be repaid at the option of the holder hereof, the Principal
Paying Agent must receive at its office in London, at least 15 but not more
than 30 days prior to the date of repayment, this Note, together with all
unmatured Coupons, with the form entitled "Option to Elect Repayment" below
duly completed, or a telegram, telex, facsimile transmission or a letter from a
member of a national securities exchange, or the National Association of
Securities Dealers, Inc. or a commercial bank or trust company in the United
States, Western Europe or Japan setting forth the principal amount of


                                       7


<PAGE>


the Note, the principal amount of the Note to be repaid, the certificate number
or a description of the tenor and terms of this Note, a statement that the
Option to Elect Repayment is being exercised and a guarantee that this Note to
be repaid, together with all unmatured Coupons and the duly completed form
entitled Option to Elect Repayment, will be received by the principal paying
agent not later than the fifth Business Day (as defined below) after the date
of that telegram, telex, facsimile transmission or letter. However, the
telegram, telex, facsimile transmission or letter shall only be effective if
this Note, all unmatured Coupons and an Option to Elect Repayment form duly
completed are received by the Paying Agent by the fifth Business Day after the
date of such telegram, telex, facsimile transmission or letter. Exercise of
such repayment option by the holder hereof shall be irrevocable. In the event
of repayment of this Note in part only, a new Note or Notes for the amount of
the unpaid portion hereof shall be issued upon the cancellation hereof.

     Interest payments on this Note will include interest accrued to but
excluding the Interest Payment Dates or the Maturity Date (or any earlier
redemption or repayment date), as the case may be. Unless otherwise specified
on the face hereof, interest payments for this Note will be computed and paid
on the basis of a 360-day year of twelve 30-day months.

     In the case where the Interest Payment Date or the Maturity Date (or any
redemption or repayment date) does not fall on a Business Day, payment of
interest, premium, if any, or principal otherwise payable on such date need not
be made on such date, but may be made on the next succeeding Business Day with
the same force and effect as if made on the Interest Payment Date or on the
Maturity Date (or any redemption or repayment date), and no interest on such
payment shall accrue for the period from and after the Interest Payment Date or
the Maturity Date (or any redemption or repayment date) to such next succeeding
Business Day.

     This Note and the Coupons and all the obligations of the Issuer hereunder
are direct, unsecured obligations of the Issuer and rank without preference or
priority among themselves and pari passu with all other existing and future
unsecured and unsubordinated indebtedness of the Issuer, subject to certain
statutory exceptions in the event of liquidation upon insolvency.

     This Note is issued in definitive bearer form with Coupons attached (a
"Definitive Bearer Note") and is issuable only in the minimum denominations set
forth on the face hereof or any amount in excess thereof which is an integral
multiple of 1,000 units of the Specified Currency set forth on the face hereof.

     This Note and the Coupons may be transferred by delivery. At the option of
the holder of this Note, and subject to the terms of the Senior Indenture, this
Note (with all unmatured Coupons, and all matured Coupons, if any, in default)
will be exchanged for a Registered Note of any authorized denomination of like
tenor and in an equal aggregate principal amount, in accordance with the
provisions of the Senior Indenture, at the office of the Trustee in The City of
New York (which initially has been appointed registrar and transfer agent for
the Notes) or at the office of the Principal Paying Agent in London (which
initially has been appointed transfer agent for the Notes), or at the office of
any transfer agent designated by the Issuer for such purpose. If this Note is
surrendered in


                                       8


<PAGE>


exchange for a Registered Note after the close of business at any such office
on any record date (whether or not a Business Day) for the payment of interest
on such Registered Note and before the opening of business at such office on
the relevant Interest Payment Date, this Note shall be surrendered without the
Coupon relating to such Interest Payment Date. All such exchanges of Notes and
Coupons will be free of service charge, but the Issuer may require payment of a
sum sufficient to cover any tax or other governmental charge payable in
connection therewith.

     None of the Issuer, the Trustee or any agent of the Issuer or the Trustee
shall be required to exchange this Note for a Registered Note if such exchange
would result in adverse United States Federal tax consequences or other adverse
consequences to the Issuer under then applicable United States federal income
tax laws.

     The Issuer will not be required (i) to exchange any Bearer Note to be
redeemed for a period of fifteen calendar days preceding the first publication
or other transmission, if applicable, of the relevant notice of redemption or
(ii) to exchange any Bearer Note selected for redemption or surrendered for
optional repayment, except that such Bearer Note may be exchanged for a
Registered Note of like tenor; provided that such Registered Note shall be
simultaneously surrendered for redemption or repayment, as the case may be.

     In case this Note or any Coupon shall at any time become mutilated,
defaced or be destroyed, lost or stolen and this Note or such Coupon or
evidence of the loss, theft or destruction thereof (together with the indemnity
hereinafter referred to and such other documents or proof as may be required in
the premises) shall be delivered to the Trustee, the Issuer in its discretion
may execute a new Note of like tenor, with Coupons corresponding to the Coupons
appertaining to the Note so mutilated, defaced, destroyed, lost or stolen or to
the Note to which such mutilated, defaced, destroyed, lost or stolen Coupon
appertained, in exchange for this Note, but, in the case of any destroyed, lost
or stolen Note or Coupon, only upon receipt of evidence satisfactory to the
Trustee and the Issuer that this Note or Coupon was destroyed, lost or stolen
and, if required, upon receipt also of indemnity satisfactory to each of them.
All expenses and reasonable charges associated with procuring such indemnity
and with the preparation, authentication and delivery of a new Note and
Coupons, if any, shall be borne by the owner of the Note or Coupon mutilated,
defaced, destroyed, lost or stolen.

     This Note may be redeemed, as a whole, at the option of the Issuer at any
time prior to maturity, upon the giving of a notice of redemption as described
below, at a redemption price equal to 100% of the principal amount hereof,
together with accrued interest to the date fixed for redemption (except that if
this Note is subject to "Modified Payment upon Acceleration or Redemption,"
such redemption price would be limited to the aggregate principal amount hereof
multiplied by the sum of the Issue Price specified on the face hereof
(expressed as a percentage of the aggregate principal amount) plus the original
issue discount amortized from the Interest Accrual Date to the date of
redemption, which amortization shall be calculated using the "interest method"
(computed in accordance with generally accepted accounting principles in effect
on the date of redemption) (the "Amortized Amount")), if the Issuer determines
that, as a result of any change in


                                       9


<PAGE>


or amendment to the laws (or any regulations or rulings promulgated thereunder)
of the United States or of any political subdivision or taxing authority
thereof or therein affecting taxation, or any change in official position
regarding the application or interpretation of such laws, regulations or
rulings, which change or amendment becomes effective on or after the Initial
Offering Date hereof, the Issuer has or will become obligated to pay Additional
Amounts (as defined below) with respect to this Note as described below. Prior
to the giving of any Notice of redemption pursuant to this paragraph, the
Issuer shall deliver to the Trustee (i) a certificate stating that the Issuer
is entitled to effect such redemption and setting forth a statement of facts
showing that the conditions precedent to the right of the Issuer to so redeem
have occurred, and (ii) an opinion of independent counsel satisfactory to the
Trustee to such effect based on such statement of facts; provided that no such
notice of redemption shall be given earlier than 60 days prior to the earliest
date on which the Issuer would be obligated to pay such Additional Amounts if a
payment in respect of this Note were then due.

     Notice of redemption will be given not less than 30 nor more than 60 days
prior to the date fixed for redemption or within the Redemption Notice Period
specified on the face hereof, which date and the applicable redemption price
will be specified in the Notice.

     If the Issuer shall determine that any payment made outside the United
States by the Issuer or any Paying Agent of principal, premium or interest due
in respect of this Note or any Coupon would, under any present or future laws
or regulations of the United States, be subject to any certification,
identification or other information reporting requirement of any kind, the
effect of which is the disclosure to the Issuer, any Paying Agent or any
governmental authority of the nationality, residence or identity of a
beneficial owner of this Note or any Coupon who is a United States Alien (as
defined below) (other than such a requirement (a) that would not be applicable
to a payment made by the Issuer or any Paying Agent (i) directly to the
beneficial owner or (ii) to a custodian, nominee or other agent of the
beneficial owner, or (b) that can be satisfied by such custodian, nominee or
other agent certifying to the effect that such beneficial owner is a United
States Alien; provided that in each case referred to in clauses (a)(ii) and (b)
payment by such custodian, nominee or agent to such beneficial owner is not
otherwise subject to any such requirement), the Issuer shall redeem this Note,
as a whole, at a redemption price equal to 100% of the principal amount thereof
(except that if this Note is subject to "Modified Payment upon Acceleration or
Redemption," such redemption price would be limited to the aggregate principal
amount hereof multiplied by the sum of the Issue Price specified on the face
hereof (expressed as a percentage of the aggregate principal amount) plus the
Amortized Amount), together with accrued interest to the date fixed for
redemption, or, at the election of the Issuer if the conditions of the next
succeeding paragraph are satisfied, pay the additional amounts specified in
such paragraph. The Issuer shall make such determination and election as soon
as practicable, shall promptly notify the Trustee thereof and shall publish (or
transmit, as applicable) prompt notice thereof (the "Determination Notice")
stating the effective date of such certification, identification or other
information reporting requirements, whether the Issuer will redeem this Note or
has elected to pay the additional amounts specified in the next succeeding
paragraph, and (if applicable) the last date by which the redemption of this
Note must take place, as provided in the next succeeding sentence. If the
Issuer redeems this Note, such redemption shall take place on such date, not
later than one year


                                       10


<PAGE>


after the publication of the Determination Notice, as the Issuer shall elect by
notice to the Trustee at least 60 days prior to the date fixed for redemption
or at least 30 days prior to the last day of the Redemption Notice Period
specified on the face hereof. Notice of such redemption of this Note will be
given to the holder of this Note not more than 60 nor less than 30 days prior
to the date fixed for redemption or within the Redemption Notice Period
specified on the face hereof. Such redemption notice shall include a statement
as to the last date by which this Note to be redeemed may be exchanged for
Registered Notice Period. Notwithstanding the foregoing, the Issuer shall not
so redeem this Note if the Issuer shall subsequently determine, not less than
30 days prior to the date fixed for redemption or prior to the last day of the
Redemption Note Period specified on the face hereof, that subsequent payments
would not be subject to any such certification, identification or other
information reporting requirement, in which case the Issuer shall publish (or
transmit, as applicable) prompt notice of such determination and any earlier
redemption notice shall be revoked and of no further effect. The right of the
holder of this Note to exchange this Note for Registered Notes pursuant to the
provisions of this paragraph will terminate at the close of business of the
Principal Paying Agent on the fifteenth day prior to the date fixed for
redemption, and no further exchanges of this Note for Registered Notes shall be
permitted.

     If and so long as the certification, identification or other information
reporting requirements referred to in the preceding paragraph would be fully
satisfied by payment of a backup withholding tax or similar charge, the Issuer
may elect by notice to the Trustee to pay as additional amounts such amounts as
may be necessary so that every net payment made outside the United States
following the effective date of such requirements by the Issuer or any Paying
Agent of principal, premium or interest due in respect of this Note or any
Coupon of which the beneficial owner is a United States Alien (but without any
requirement that the nationality, residence or identity of such beneficial
owner be disclosed to the Issuer, any Paying Agent or any governmental
authority, with respect to the payment of such additional amounts), after
deduction or withholding for or on account of such backup withholding tax or
similar charge (other than a backup withholding tax or similar charge that (i)
would not be applicable in the circumstances referred to in the second
parenthetical clause of the first sentence of the preceding paragraph, or (ii)
is imposed as a result of presentation of this Note or Coupon for payment more
than 15 days after the date on which such payment becomes due and payable or on
which payment thereof is duly provided for, whichever occurs later), will not
be less than the amount provided for in this Note or any Coupon to be then due
and payable. In the event the Issuer elects to pay any additional amounts
pursuant to this paragraph, the Issuer shall have the right to redeem this Note
as a whole at any time pursuant to the applicable provisions of the immediately
preceding paragraph and the redemption price of this Note will not be reduced
for applicable withholding taxes. If the Issuer elects to pay additional
amounts pursuant to this paragraph and the condition specified in the first
sentence of this paragraph should no longer be satisfied, then the Issuer will
redeem this Note as a whole, pursuant to the applicable provisions of the
immediately preceding paragraph.

     The Issuer will, subject to certain exceptions and limitations set forth
below, pay such additional amounts (the "Additional Amounts") to the holder of
this Note or any Coupon who is a United States Alien as may be necessary in
order that every net payment of the principal of and


                                       11


<PAGE>


interest on this Note and any other amounts payable on this Note, after
withholding for or on account of any present or future tax, assessment or
governmental charge imposed upon or as a result of such payment by the United
States (or any political subdivision or taxing authority thereof or therein),
will not be less than the amount provided for in this Note or any Coupon to be
then due and payable. The Issuer will not, however, be required to make any
payment of Additional Amounts to any such holder for or on account of:

          (a) any such tax, assessment or other governmental charge that would
     not have been so imposed but for (i) the existence of any present or
     former connection between such holder (or between a fiduciary, settlor,
     beneficiary, member or shareholder of such holder, if such holder is an
     estate, a trust, a partnership or a corporation) and the United States and
     its possessions, including, without limitation, such holder (or such
     fiduciary, settlor, beneficiary, member or shareholder) being or having
     been a citizen or resident thereof or being or having been engaged in a
     trade or business or present therein or having, or having had, a permanent
     establishment therein or (ii) the presentation by the holder of this Note
     or Coupon, if any, for payment on a date more than 15 days after the date
     on which such payment became due and payable or the date on which payment
     thereof is duly provided for, whichever occurs later;

          (b) any estate, inheritance, gift, sales, transfer or personal
     property tax or any similar tax, assessment or governmental charge;

          (c) any tax, assessment or other governmental charge imposed by
     reason of such holder's past or present status as a personal holding
     company or foreign personal holding company or controlled foreign
     corporation or passive foreign investment company with respect to the
     United States or as a corporation which accumulates earnings to avoid
     United States federal income tax or as a private foundation or other
     tax-exempt organization;

          (d) any tax, assessment or other governmental charge that is payable
     otherwise than by withholding from payments on or in respect of this Note
     or any Coupon;

          (e) any tax, assessment or other governmental charge required to be
     withheld by any Paying Agent from any payment of principal of, or interest
     on, this Note, if such payment can be made without such withholding by any
     other Paying Agent in a city in Western Europe;

          (f) any tax, assessment or other governmental charge that would not
     have been imposed but for the failure to comply with certification,
     information or other reporting requirements concerning the nationality,
     residence or identity of the holder or beneficial owner of this Note or
     any Coupon, if such compliance is required by statute or by regulation of
     the United States or of any political subdivision or taxing authority
     thereof or therein as a precondition to relief or exemption from such tax,
     assessment or other governmental charge;


                                       12


<PAGE>


          (g) any tax, assessment or other governmental charge imposed by
     reason of such holder's past or present status as the actual or
     constructive owner of 10% or more of the total combined voting power of
     all classes of stock entitled to vote of the Issuer or as a direct or
     indirect subsidiary of the Issuer; or

          (h) any combination of items (a), (b), (c), (d), (e), (f) or (g);

nor shall Additional Amounts be paid with respect to any payment on this Note
or any Coupon to a United States Alien who is a fiduciary or partnership or
other than the sole beneficial owner of such payment to the extent such payment
would be required by the laws of the United States (or any political
subdivision thereof) to be included in the income, for tax purposes, of a
beneficiary or settlor with respect to such fiduciary or a member of such
partnership or a beneficial owner who would not have been entitled to the
Additional Amounts had such beneficiary, settlor, member or beneficial owner
been the holder of this Note or any Coupon.

     The Senior Indenture provides that (a) if an Event of Default (as defined
in the Senior Indenture) due to the default in payment of principal of or
premium, if any, or interest on any series of debt securities issued under the
Senior Indenture, including the series of Global Medium-Term Notes of which
this Note forms a part, or due to the default in the performance or breach of
any other covenant or warranty of the Issuer applicable to the debt securities
of such series but not applicable to all outstanding debt securities issued
under the Senior Indenture, shall have occurred and be continuing, either the
Trustee or the holders of not less than 25% in principal amount of the debt
securities of each affected series (voting as a single class) may then declare
the principal of all debt securities of all such series and interest accrued
thereon to be due and payable immediately and (b) if an Event of Default due to
a default in the performance of any other of the covenants or agreements in the
Senior Indenture applicable to all outstanding debt securities issued
thereunder, including this Note, or due to certain events of bankruptcy or
insolvency of the Issuer, shall have occurred and be continuing, either the
Trustee or the holders of not less than 25% in principal amount of all debt
securities issued under the Senior Indenture then outstanding (treated as one
class) may declare the principal of all such debt securities and interest
accrued thereon to be due and payable immediately, but upon certain conditions
such declarations may be annulled and past defaults may be waived (except a
continuing default in payment of principal of or premium, if any, or interest
on such debt securities) by the holders of a majority in principal amount of
the debt securities of all affected series then outstanding.

     The Senior Indenture permits the Issuer and the Trustee, with the consent
of the holders of not less than a majority in aggregate principal amount of the
debt securities of all series issued under the Senior Indenture then
outstanding and affected (voting as one class), to execute supplemental
indentures adding any provisions to or changing in any manner the rights of the
holders of each series so affected; provided that the Issuer and the Trustee
may not, without the consent of the holder of each outstanding debt security
affected thereby, (a) extend the final maturity of any such debt security, or
reduce the principal amount thereof, or reduce the rate or extend the time of
payment of


                                       13


<PAGE>


interest thereon, or reduce any amount payable on redemption or repayment
thereof, or change the currency of payment thereof, or modify or amend the
provisions for conversion of any currency into any other currency, or modify or
amend the provisions for conversion or exchange of the debt security for
securities of the Issuer or other entities (other than as provided in the
antidilution provisions or other similar adjustment provisions of the debt
securities or otherwise in accordance with the terms thereof), or impair or
affect the rights of any holder to institute suit for the payment thereof
without the consent of the holder of each debt security so affected; or (b)
reduce the aforesaid percentage in principal amount of debt securities the
consent of the holders of which is required for any such supplemental
indenture.

     Except as set forth below, if the principal of or premium, if any, or
interest on this Note is payable in a Specified Currency other than U.S.
dollars and such Specified Currency is not available to the Issuer for making
payments hereon due to the imposition of exchange controls or other
circumstances beyond the control of the Issuer or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions within the international banking community,
then the Issuer will be entitled to satisfy its obligations to the holder of
this Note or any Coupon by making such payments in U.S. dollars on the basis of
the Market Exchange Rate (as defined below) on the date of such payment or, if
the Market Exchange Rate is not available on such date, as of the most recent
practicable date; provided, however, that if the euro has been substituted for
such Specified Currency, the Issuer may at its option (or shall, if so required
by applicable law) without the consent of the holder of this Note effect the
payment of principal of or premium, if any, or interest on any Note denominated
in such Specified Currency in euro in lieu of such Specified Currency in
conformity with legally applicable measures taken pursuant to, or by virtue of,
the treaty establishing the European Community, as amended by the treaty on
European Union. Any payment made under such circumstances in U.S. dollars or
euro where the required payment is in an unavailable Specified Currency will
not constitute an Event of Default. If such Market Exchange Rate is not then
available to the Issuer or is not published for a particular Specified
Currency, the Market Exchange Rate will be based on the highest bid quotation
in The City of New York received by the Exchange Rate Agent (as defined below)
at approximately 11:00 a.m., New York City time, on the second Business Day
preceding the date of such payment from three recognized foreign exchange
dealers (the "Exchange Dealers") for the purchase by the quoting Exchange
Dealer of the Specified Currency for U.S. dollars for settlement on the payment
date, in the aggregate amount of the Specified Currency payable to those
holders or beneficial owners of Notes and at which the applicable Exchange
Dealer commits to execute a contract. One of the Exchange Dealers providing
quotations may be the Exchange Rate Agent unless the Exchange Rate Agent is an
affiliate of the Issuer. If those bid quotations are not available, the
Exchange Rate Agent shall determine the market exchange rate at its sole
discretion.

     The "Exchange Rate Agent" shall be Morgan Stanley & Co. International
Limited, unless otherwise indicated on the face hereof.


                                       14


<PAGE>


     All determinations referred to above made by, or on behalf of, the Issuer
or by, or on behalf of, the Exchange Rate Agent shall be at such entity's sole
discretion and shall, in the absence of manifest error, be conclusive for all
purposes and binding on holders of Notes and Coupons.

     So long as this Note or any Coupons shall be outstanding, the Issuer will
cause to be maintained an office or agency for the payment of the principal of
and premium, if any, and interest on this Note as herein provided. The Paying
Agents initially designated by the Issuer are listed on the reverse of each
Coupon. If this Note is listed on the London Stock Exchange plc and such
exchange so requires, the Issuer shall maintain a Paying Agent in London. The
Issuer may designate other agencies for the payment of said principal, premium
and interest at such place or places outside the United States (subject to
applicable laws and regulations) as the Issuer may decide. So long as there
shall be such an agency, the Issuer shall keep the Trustee advised of the names
and locations of such agencies, if any are so designated.

     With respect to moneys paid by the Issuer and held by the Trustee or any
Paying Agent for payment of the principal of or interest or premium, if any, on
any Notes that remain unclaimed at the end of two years after such principal,
interest or premium shall have become due and payable (whether at maturity or
upon call for redemption or otherwise), (i) the Trustee or such Paying Agent
shall notify the holders of such Notes that such moneys shall be repaid to the
Issuer and any person claiming such moneys shall thereafter look only to the
Issuer for payment thereof and (ii) such moneys shall be so repaid to the
Issuer. Upon such repayment all liability of the Trustee or such Paying Agent
with respect to such moneys shall thereupon cease, without, however, limiting
in any way any obligation that the Issuer may have to pay the principal of or
interest or premium, if any, on this Note as the same shall become due.

     No provision of this Note, any Coupon or of the Senior Indenture shall
alter or impair the obligation of the Issuer, which is absolute and
unconditional, to pay the principal of and premium, if any, and interest on
this Note at the time, place and rate, and in the coin or currency, herein
prescribed unless otherwise agreed between the Issuer and the holder of this
Note or any Coupon.

     The Issuer, the Trustee and any agent of the Issuer or the Trustee may
treat the holder of this Note or any Coupon as the absolute owner hereof or
thereof for all purposes, whether or not this Note or such Coupon be overdue,
and none of the Issuer, the Trustee or any such agent shall be affected by
notice to the contrary.

     No recourse shall be had for the payment of the principal of or premium,
if any, or interest on this Note for any claim based hereon or on any Coupon,
or otherwise in respect hereof or thereof, or based on or in respect of the
Senior Indenture or any indenture supplemental thereto, against any
incorporator, shareholder, officer or director, as such, past, present or
future, of the Issuer or of any successor corporation, either directly or
through the Issuer or any successor corporation, whether by virtue of any
constitution, statute or rule of law or by the enforcement of any assessment or
penalty or otherwise, all such liability being, by the acceptance hereof and as
part of the consideration for the issue hereof, expressly waived and released.


                                       15


<PAGE>


     This Note and the Coupons shall for all purposes be governed by, and
construed in accordance with, the laws of the State of New York.

     As used herein:

          (a) the term "Business Day" means any day, other than a Saturday or
     Sunday, (i) that is neither a legal holiday nor a day on which banking
     institutions are authorized or required by law or regulation to close (x)
     in The City of New York or in London or (y) if this Note is denominated in
     a Specified Currency other than U.S. dollars, euro or Australian dollars,
     in the principal financial center of the country of the Specified
     Currency, or (z) if this Note is denominated in Australian dollars, in
     Sydney and (ii) if this Note is denominated in euro, that is also a day on
     which the Trans-European Automated Real-time Gross Settlement Express
     Transfer System ("TARGET") is operating (a "TARGET Settlement Day");

          (b) the term "Market Exchange Rate" means the noon U.S. dollar buying
     rate in The City of New York for cable transfers of the Specified Currency
     indicated on the face hereof published by the Federal Reserve Bank of New
     York;

          (c) the term "Notices" refers to notices to the holders of the Notes
     and any Coupons to be given by publication in an authorized newspaper in
     the English language and of general circulation in the Borough of
     Manhattan, The City of New York, and London or, if publication in London
     is not practical, in an English language newspaper with general
     circulation in Western Europe; provided that notice may be made, at the
     option of the Issuer, through the customary notice provisions of the
     clearing system or systems through which beneficial interests in this Note
     are owned. Such Notices will be deemed to have been given on the date of
     such publication or, if published in such newspapers on different dates,
     on the date of the first such publication;

          (d) the term "United States" means the United States of America
     (including the States and the District of Columbia), its territories, its
     possessions and other areas subject to its jurisdiction; and

          (e) the term "United States Alien" means any person who, for United
     States federal income tax purposes, is a foreign corporation, a
     non-resident alien individual, a non-resident alien fiduciary of a foreign
     estate or trust, or a foreign partnership one or more of the members of
     which is a foreign corporation, a non-resident alien individual or a
     non-resident alien fiduciary of a foreign estate or trust.

     All other terms used in this Note and the Coupons which are defined in the
Senior Indenture and not otherwise defined herein shall have the meanings
assigned to them in the Senior Indenture.


                                       16


<PAGE>


                           OPTION TO ELECT REPAYMENT

     The undersigned hereby irrevocably requests and instructs the Issuer to
repay the within Note (or portion thereof specified below) pursuant to its
terms at a price equal to the principal amount thereof, together with interest
to the Optional Repayment Date, to the undersigned at


_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________
        (Please print or typewrite name and address of the undersigned)


     If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof which the holder elects to have repaid:
_____________; and specify the denomination or denominations (which shall not
be less than the minimum authorized denomination) of the Notes to be issued to
the holder for the portion of the within Note not being repaid (in the absence
of any such specification, one such Note will be issued for the portion not
being repaid): ________________.


Dated:_______________________________        _______________________________


                                       17


<PAGE>


                                [FORM OF COUPON]
                            GLOBAL MEDIUM-TERM NOTE,
                       SERIES [D/E], NO. DFXR __________

     ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE UNITED STATES INTERNAL REVENUE
CODE.

                        MORGAN STANLEY DEAN WITTER & CO.
                     SENIOR MEDIUM-TERM NOTE, SERIES [D/E]

                                    Coupon Number ______5
                                    [Interest Amount due in Specified Currency]
                                    Due _____________________

_______________

     5 The Coupon number, the interest amount due in the specified currency and
due date should appear in the right-hand section of the face of the Coupon.


     Unless the Note to which this coupon appertains shall have been previously
redeemed or repaid, MORGAN STANLEY DEAN WITTER & CO. (the "Issuer") will, on
the date set forth herein, pay to bearer, upon surrender hereof at such
agencies in such places outside the United States as the Issuer may determine
from time to time (each, a "Paying Agent"), interest on the principal amount of
such Note as specified above (together with any additional amounts in respect
thereof which the Issuer may be required to pay according to the terms of such
Note), in such coin or currency as specified above as at the time of payment
shall be legal tender for the payment of public and private debts, except as
specified in such Note. Payment on this coupon shall be made, at the option of
the bearer hereof and subject to any applicable laws and regulations or
procedures of the Paying Agent, by a check mailed to an address outside the
United States furnished by such bearer or by wire transfer to an account
maintained by the payee with a bank located outside the United States, except
as otherwise provided in such Note.

                                               MORGAN STANLEY DEAN WITTER & CO.


                                               By:_____________________________
                                                  Title:


                                       18


<PAGE>


                              [REVERSE OF COUPON]
                   PRINCIPAL PAYING AGENT AND TRANSFER AGENT

                            The Chase Manhattan Bank
                                 Trinity Tower

                              9 Thomas More Street
                                 London E1W 1YT

                                      U.K.


                                       19