EXHIBIT 4-p


                           [FORM OF FACE OF SECURITY]

               TEMPORARY GLOBAL FLOATING RATE SENIOR BEARER NOTE

BEARER                                                              BEARER
No. TGFL _____

     [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.

     UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR AN INTEREST IN A
PERMANENT GLOBAL BEARER NOTE, THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS
A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.

     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.
                  SENIOR GLOBAL MEDIUM-TERM NOTE, SERIES [D/E]
                                (Floating Rate)


<TABLE>
-----------------------------------------------------------------------------------------------------------
<S>                                    <C>                                    <C>
ORIGINAL ISSUE DATE:                   INTEREST ACCRUAL DATE:                 INTEREST PAYMENT DATE(S):
-----------------------------------------------------------------------------------------------------------
MATURITY DATE:                         INITIAL INTEREST RATE:                 INTEREST PAYMENT PERIOD:
-----------------------------------------------------------------------------------------------------------
BASE RATE:                             INITIAL INTEREST RESET                 INTEREST RESET PERIOD:
                                          DATE:
-----------------------------------------------------------------------------------------------------------
INDEX MATURITY:                        MAXIMUM INTEREST RATE:                 INTEREST RESET DATE(S):
-----------------------------------------------------------------------------------------------------------
SPREAD (PLUS OR MINUS):                MINIMUM INTEREST RATE:                 CALCULATION AGENT:
-----------------------------------------------------------------------------------------------------------
SPREAD MULTIPLIER:                     INITIAL REDEMPTION DATE:               SPECIFIED CURRENCY:
-----------------------------------------------------------------------------------------------------------
EUROCLEAR NO:                          INITIAL REDEMPTION                     INDEX CURRENCY:
                                          PERCENTAGE:
-----------------------------------------------------------------------------------------------------------
CLEARSTREAM NO:                        ANNUAL REDEMPTION                      DESIGNATED CMT TELERATE
                                          PERCENTAGE REDUCTION:                  PAGE:
-----------------------------------------------------------------------------------------------------------
COMMON CODE:                           OPTIONAL REPAYMENT                     DESIGNATED CMT MATURITY
                                          DATE(S):                               INDEX:
-----------------------------------------------------------------------------------------------------------
ISIN:                                  REDEMPTION NOTICE PERIOD:(3)           MINIMUM DENOMINATIONS:
-----------------------------------------------------------------------------------------------------------
REPORTING SERVICE:                                                            EXCHANGE FOR REGISTERED
                                                                              NOTES: [NO](4)
-----------------------------------------------------------------------------------------------------------
OTHER PROVISIONS:
-----------------------------------------------------------------------------------------------------------
</TABLE>

     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 amount specified in
Schedule A hereto, on the Maturity Date specified above (except to the extent
previously redeemed or repaid) and to pay interest thereon, from and including
the Interest Accrual Date specified above at a rate per annum equal to the
Initial Interest Rate specified above until but excluding the Initial Interest
Reset Date specified above, and on and after at a rate per annum determined in
accordance with the provisions specified in the Permanent Global Bearer Note
(as defined below) until but excluding the date such principal amount is paid
or duly made available for payment (except as provided below). The Issuer will
pay interest in arrears monthly, quarterly, semiannually or annually as
specified above as the Interest Payment Period on each Interest Payment Date
(as specified above), commencing with the first Interest Payment Date next
succeeding the Interest Accrual Date specified above, and at maturity (or on
any redemption or

--------
     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.


                                      -2-
<PAGE>


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; and provided,
further, that if an Interest Payment Date (other than the Maturity Date (as
specified above) or redemption or repayment date) would fall on a day that is
not a Business Day, as defined below, such Interest Payment Date shall be the
following day that is a Business Day, except that if the Base Rate specified
above is LIBOR or EURIBOR and such next Business Day falls in the next calendar
month, such Interest Payment Date shall be the immediately preceding day that
is a Business Day; and provided, further, that if the Maturity Date or
redemption or repayment date would fall on a day that is not a Business Day,
the payment of principal, premium, if any, and interest will be made on the
next succeeding Business Day and no interest shall accrue for the period from
and after such Maturity Date or redemption or repayment 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 for, from and including the
Interest Accrual Date, until but excluding the date the principal amount hereof
has been paid or duly made available for payment. Upon any payment of interest
on this Note, the Principal Paying Agent (as defined below) shall cause
Schedule A of this Note to be endorsed to reflect such payment. No payment on
this Note will be made at any office or agency of the Issuer in the United
States or by check mailed to an address in the United States (as defined below)
or by wire transfer to an account maintained by the holder of this Note with a
bank in the United States except as may be permitted under United States
federal tax laws and regulations then in effect without adverse tax
consequences to the Issuer. 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 (as defined below) 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 United States, 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. Notwithstanding any other provision of this Note,
no payment of principal or interest shall be made on any portion of this Note
unless there shall have been delivered to the Principal Paying Agent a
certificate substantially in the form of Exhibit A hereto with respect to the
portion of this Note with respect to which such principal or interest is to be
paid. Such certificate shall have been delivered to the Principal Paying Agent
by Euroclear Bank, societe anonyme, as operator of the Euroclear System
("Euroclear"), Clearstream Banking, societe anonyme ("Clearstream,
Luxembourg"), and/or any other relevant clearing system (including Societe
Interprofessionelle pour la Compensation des Valeurs Mobilieres and the
Intermediaires financiers habilites authorized to maintain accounts therein
(SICOVAM")), as the case may be, and shall be based on a certificate
substantially in the form of Exhibit B hereto provided to Euroclear,
Clearstream, Luxembourg and/or any other relevant clearing system, as the case
may be, by those of its account holders who are to receive such payment of
principal or interest.

     This Note is issued in temporary global bearer form and represents all or
a portion of a duly authorized issue of Senior Global Medium-Term Notes, Series
[D/E] (the "Notes") of the Issuer. The Notes are issuable under an Amended and
Restated Senior Indenture, dated as of May 1, 1999,


                                      -3-
<PAGE>


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 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 (the "Principal Paying Agent," which term includes
any additional or successor Principal Paying Agent appointed by the Issuer).

     Except as otherwise provided herein, this Note is governed by the terms
and conditions of the Permanent Global Floating Rate Senior Bearer Note (the
"Permanent Global Bearer Note") to be issued in exchange for this Note, which
terms and conditions are hereby incorporated by reference herein mutatis
mutandis and shall be binding on the Issuer and the holder hereof as if fully
set forth herein. The form of the Permanent Global Bearer Note is attached
hereto.

     This Note is exchangeable in whole or from time to time in part on or
after the Exchange Date (as defined below) for an interest (equal to the
principal amount of the portion of this Note being exchanged) in a single
Permanent Global Bearer Note upon the request of the Euroclear Operator,
Clearstream, Luxembourg and/or any other relevant clearing system, acting on
behalf of the owner of a beneficial interest in this Note, to the Principal
Paying Agent upon delivery to the Principal Paying Agent of a certificate
substantially in the form of Exhibit A hereto with respect to the portion of
this Note to be exchanged. Such certificate shall have been delivered to the
Principal Paying Agent by Euroclear, Clearstream, Luxembourg and/or any other
relevant clearing system, as the case may be, and shall be based on a
certificate substantially in the form of Exhibit B hereto provided to
Euroclear, Clearstream, Luxembourg and/or any other relevant clearing system,
as the case may be, by those of its account holders having an interest in the
portion hereof to be exchanged. Notwithstanding the foregoing, if this Note is
subject to a tax redemption as described on the reverse of the Permanent Global
Bearer Note attached hereto, interests in this Note may be exchanged for
interests in a permanent Global Bearer Note on and after such redemption date
as if such redemption date had been the Exchange Date, subject to receipt of
the certificates described in the preceding sentence. Upon exchange of any
portion of this Note for an interest in a Permanent Global Bearer Note, the
Principal Paying Agent shall cause Schedule A of this Note to be endorsed to
reflect the reduction of its principal amount by an amount equal to the
aggregate principal amount being so exchanged. Except as otherwise provided
herein, until exchanged for a Permanent Global Bearer Note, this Note shall in
all respects be entitled to the same benefits under the Senior Indenture as a
duly authenticated and delivered Permanent Global Bearer Note.

     As used herein:

          (a) As used herein, "Business Day" means any day, other than a
     Saturday or Sunday, (a) 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,


                                      -4-
<PAGE>


     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 (b) 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 "Exchange Date" means the date that is 40 days after the
     date on which the Issuer receives the proceeds of the sale of this Note
     (the "Closing Date"), provided that if an interest represented by this
     Note is held by Morgan Stanley & Co. International Limited, or any other
     manager participating in the distribution of the tranche of Notes of which
     this Note forms a part, as part of an unsold allotment or subscription
     more than 40 days after the Closing Date for this Note, the Exchange Date
     with respect to such interest shall be the day after the date such
     interest is sold by Morgan Stanley & Co. International Limited or such
     other manager, all as determined and notified to the Trustee by Morgan
     Stanley & Co. International Limited, or if Morgan Stanley & Co.
     International Limited did not participate in the distribution of such
     tranche, by the Issuer.

          (c) the term "United States" means the United States of America
     (including the States and the District of Columbia); and its "possessions"
     include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake
     Island and the Northern Mariana Islands.

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

     Unless the certificate of authentication hereon has been executed by the
Trustee by manual signature, this Note shall not be entitled to any benefit
under the Senior Indenture, as defined on the reverse hereof, or be valid or
obligatory for any purpose.


                                      -5-
<PAGE>


     IN WITNESS WHEREOF, the Issuer has caused this Note to be duly executed.

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


                                      -6-
<PAGE>


                                                                     SCHEDULE A


                             SCHEDULE OF EXCHANGES

     The Initial Principal Amount of this Note is ______________. The following
payments of interest and exchanges of a part of this Note for an interest in a
single Permanent Global Bearer Note have been made:

<TABLE>
                                                   Principal Amount      Remaining Principal
                                                    Exchanged for         Amount Outstanding       Notation Made
   Date of Exchange                                   Permanent               Following          by or on Behalf of
  or Interest Payment     Payment of Interest     Global Bearer Note        Such Exchange      Principal Paying Agent
-------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                     <C>                    <C>                   <C>
-------------------------------------------------------------------------------------------------------------------------

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</TABLE>


<PAGE>


                                                                      EXHIBIT A


                      [FORM OF CERTIFICATE TO BE GIVEN BY
                       EUROCLEAR, CLEARSTREAM, LUXEMBOURG
                   AND/OR ANY OTHER RELEVANT CLEARING SYSTEM]

                                  CERTIFICATE

                            -----------------------

                        Morgan Stanley Dean Witter & Co.
                     Global Medium-Term Notes, Series [D/E]

                 Represented by Temporary Global Note No ____.

     This is to certify that, based solely on certifications we have received
in writing, by tested telex or by electronic transmission from member
organizations appearing in our records as persons being entitled to a portion
of the principal amount set forth below (our "Member Organizations")
substantially to the effect set forth in Appendix 2 to Exhibit B to the Euro
Distribution Agreement relating to such Notes, as of the date hereof,
__________ principal amount of the above-captioned Securities (i) is owned by
persons that are not citizens or residents of the United States, domestic
partnerships, domestic corporations, an estate the income of which is subject
to United States Federal income taxation regardless of its source or a trust if
both (a) a court within the United States is able to exercise primary
supervision over the administration of the trust and (b) one or more United
States persons have the authority to control all substantial decisions of the
trust ("United States persons"), (ii) is owned by United States persons that
are (a) foreign branches of United States financial institutions (as defined in
the applicable U.S. Treasury Regulations) ("financial institutions") purchasing
for their own account or for resale, or (b) United States persons who acquired
the Securities through foreign branches of United States financial institutions
and who hold the Securities through such United States financial institutions
on the date hereof (and in either case (a) or (b), each such United States
financial institution has agreed, on its own behalf or through its agent, that
we may advise the Issuer or the Issuer's agent that it will comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the U.S. Internal Revenue
Code of 1986, as amended, and the regulations thereunder), or (iii) is owned by
United States or foreign financial institutions for purposes of resale during
the restricted period (as defined in U.S. Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7)), and such United States or foreign financial
institutions described in clause (iii) above (whether or not also described in
clause (i) or (ii)) have certified that they have not acquired the Securities
for purposes of resale directly or indirectly to a United States person or to a
person within the United States or its possessions. Any such certification by
electronic transmission satisfies the requirements set forth in United States
Treasury Regulations Section 1.163- 5(c)(2)(i)(D)(3)(ii). We will retain all
certifications from our Member Organizations for the period specified in United
States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(3)(i)(C).


<PAGE>


     As used herein, "United States" means the United States of America
(including the States and the District of Columbia); and its "possessions"
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands.

     We further certify (i) that we are not making available herewith for
exchange (or, if relevant, seeking to collect principal or interest with
respect to) any portion of the temporary global Security representing the
above-captioned Securities excepted in the above-referenced certificates of
Member Organizations and (ii) that as of the date hereof we have not received
any notification from any of our Member Organizations to the effect that the
statements made by such Member Organizations with respect to any portion of the
part submitted herewith (or, if relevant, with respect to which principal or
interest is being requested) are no longer true and cannot be relied upon as of
the date hereof.

     We understand that this certification is required in connection with
certain tax laws and, if applicable, certain securities laws of the United
States. In connection therewith, if administrative or legal proceedings are
commenced or threatened in connection with which this certification is or would
be relevant, we irrevocably authorize you to produce this certification to any
interested party in such proceedings.


                                      -2-
<PAGE>


Dated:  _______________, 20__

[To be dated no earlier than
[insert date of Interest Payment Date prior to Exchange Date]
[insert date of Redemption Date prior to Exchange Date]
[insert Exchange Date]]

                                       [EUROCLEAR BANK, SOCIETE ANONYME,
                                       as Operator of the Euroclear System]

                                       [CLEARSTREAM BANKING, SOCIETE ANONYME]

                                       [OTHER]



                                       By:
                                          -------------------------------------
                                          Name:
                                          Title:


                                      -3-
<PAGE>


                                                                      EXHIBIT B


                 [FORM OF CERTIFICATE TO BE GIVEN BY AN ACCOUNT
           HOLDER OF THE EUROCLEAR OPERATOR, CLEARSTREAM, LUXEMBOURG
                   AND/OR ANY OTHER RELEVANT CLEARING SYSTEM]

                                  CERTIFICATE

                            -----------------------

                        Morgan Stanley Dean Witter & Co.
                     Global Medium-Term Notes, Series [D/E]

                  Represented by Temporary Global Note No __.

     This is to certify that as of the date hereof, and except as set forth
below, the above-captioned Securities held by you for our account (i) are owned
by person(s) that are not citizens or residents of the United States, domestic
partnerships, domestic corporations, an estate the income of which is subject
to United States Federal income taxation regardless of its source or a trust if
both (a) a court within the United States is able to exercise primary
supervision over the administration of the trust and (b) one or more United
States persons have the authority to control all substantial decisions of the
trust ("United States person(s)"), (ii) are owned by United States person(s)
that are (a) foreign branches of United States financial institutions (as
defined in the applicable U.S. Treasury Regulations) ("financial institutions")
purchasing for their own account or for resale, or (b) United States person(s)
who acquired the Securities through foreign branches of United States financial
institutions and who hold the Securities through such United States financial
institutions on the date hereof (and in either case (a) or (b), each such
United States financial institution hereby agrees, on its own behalf or through
its agent, that you may advise the Issuer or the Issuer's agent that it will
comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the U.S.
Internal Revenue Code of 1986, as amended, and the regulations thereunder), or
(iii) are owned by United States or foreign financial institution(s) for
purposes of resale during the restricted period (as defined in the applicable
U.S. Treasury Regulations), and in addition if the owner of the Securities is a
United States or foreign financial institution described in clause (iii) above
(whether or not also described in clause (i) or (ii)) such financial
institution has not acquired the Securities for purposes of resale directly or
indirectly to a United States person or to a person within the United States or
its possessions.

     As used herein, "United States" means the United States of America
(including the States and the District of Columbia); and its "possessions"
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands.

     We undertake to advise you promptly by tested telex on or prior to the
date on which you intend to submit your certification relating to the
Securities held by you for our account in accordance


<PAGE>


with your Operating Procedures if any applicable statement herein is not
correct on such date, and in the absence of any such notification it may be
assumed that this certification applies as of such date.

     This certification excepts and does not relate to $___________ of such
interest in the above-captioned Securities in respect of which we are not able
to certify and as to which we understand exchange and delivery of definitive
Securities (or, if relevant, exercise of any rights or collection of any
principal or interest) cannot be made until we do so certify.

     We understand that this certification is required in connection with
certain tax laws and, if applicable, certain securities laws of the United
States. In connection therewith, if administrative or legal proceedings are
commenced or threatened in connection with which this certification is or would
be relevant, we irrevocably authorize you to produce this certification to any
interested party in such proceedings.


                                      -2-
<PAGE>


Dated:  _______________, 20__

[To be dated no earlier than the 10th day before
[insert date of Interest Payment Date prior to Exchange Date]
[insert date of Redemption Date prior to Exchange Date]
[insert Exchange Date]]

                                       [NAME OF ACCOUNT HOLDER]



                                       By:
                                          --------------------------------------
                                          (Authorized Signatory)
                                          Name:
                                          Title:


                                      -3-