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                                                                   Exhibit 10.32


                       MORGAN STANLEY DEAN WITTER & CO.
                         EMPLOYEE STOCK PURCHASE PLAN

                           Amended December 14, 1999

SECTION 1 - PURPOSE
-------------------

The purpose of the Plan is to secure for the Company and its stockholders the
benefits of the incentive inherent in the ownership of Common Stock by current
and future Eligible Employees.  The Plan is intended to comply with the
provisions of Code Section 423 and shall be administered, interpreted and
construed in accordance with such provisions.

SECTION 2 - DEFINITIONS
-----------------------

When used herein, the following terms shall have the following meanings:

2.1  "Board of Directors" means the Board of Directors of the Company, or any
      ------------------
     committee of such Board of Directors, as the Board of Directors may
     determine from time to time.

2.2  "Code" means the Internal Revenue Code of 1986, as amended from time to
      ----
     time, or any successor statute thereto.

2.3  "Committee" means the committee appointed by the Board of Directors to
      ---------
     administer the Plan pursuant to Section 12.

2.4  "Common Stock" means common stock, par value $0.01 per share, of the
      ------------
     Company.

2.5  "Common Stock Account" means the account established with, and maintained
      --------------------
     by, the Custodian for the purpose of holding Common Stock purchased
     pursuant to this Plan.

2.6  "Company" means Morgan Stanley Dean Witter & Co., a Delaware corporation,
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     and its successors and assigns.

2.7  "Custodian" means the agent selected by the Company to hold Common Stock
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     purchased under the Plan.

2.8  "Disability" means disability as defined under any qualified, defined
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     benefit plan sponsored by the Company or any Subsidiary in which an
     Eligible Employee is a participant on the date such Eligible Employee
     terminates employment with the Company or any Subsidiary.

2.9  "Eligible Compensation" means the sum of the types and amounts of
      ---------------------
     compensation determined from time to time by the Committee in its sole
     discretion to be eligible to be taken into account under the Plan, provided
     that no such determination shall include or exclude any type or amount of
     compensation contrary to the requirements of Section 423 of the Code and
     any regulations promulgated thereunder.

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2.10  "Eligible Employee" means all employees of the Company and its
       -----------------
      Subsidiaries that have been designated as eligible to participate in the
      Plan pursuant to and in accordance with rules prescribed by the Committee
      from time to time, which rules, however, shall neither permit nor deny
      participation in the Plan contrary to the requirements of the Code
      (including, but not limited to, Section 423(b)(3), (4), (5), and (8)
      thereof) and the regulations promulgated thereunder.


2.11  "Fair Market Value" means the average of the high and low sales prices of
       -----------------
      a share of Common Stock as reported on the New York Stock Exchange
      Composite Tape on the date in question or, if the Common Stock shall not
      have been traded on such date, the average of the high and low sales
      prices on the first day prior thereto on which the Common Stock was so
      traded or, if the Common Stock was not so traded, such other amount as may
      be determined by the Committee in its sole discretion.

2.12  "Investment Date" means for each Eligible Employee, each date on which he
       ---------------
      receives his Eligible Compensation in each Plan Year, or such other dates
      as may be determined by the Committee in its sole discretion.

2.13  "Participant" means an Eligible Employee who has met the requirements of
       -----------
      Section 3 and has elected to participate in the Plan pursuant to Section
      4.1.

2.14  "Payroll Deduction Account" means the bookkeeping entry established by the
       -------------------------
      Company for each Participant pursuant to Section 4.3.

2.15  "Plan" means the Morgan Stanley Dean Witter & Co. Employee Stock Purchase
       ----
      Plan as set forth herein and as amended from time to time.

2.16  "Plan Year" means a calendar year.
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2.17  "Retirement" means retirement as defined by any qualified or non-qualified
       ----------
      defined benefit plan sponsored by the Company or a Subsidiary in which an
      Eligible Employee is a participant on the date such Eligible Employee
      terminates employment with the Company or any Subsidiary.

2.18  "Subsidiary" means any corporation designated by the Committee which
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      constitutes a "subsidiary" of the Company, within the meaning of Code
      Section 424(f).

SECTION 3 - ELIGIBILITY
-----------------------

3.1  General Rule.  Subject to Section 3.3, each Eligible Employee shall be
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     eligible to participate in the Plan beginning on the later of (i) the
     Eligible Employee's date of hire by the Company or any Subsidiary and (ii)
     the date such employee becomes an Eligible Employee.

3.2  Leave of Absence.  Unless the Committee otherwise determines, a Participant
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     on a paid leave of absence shall continue to be a Participant in the Plan
     so long as such Participant is on such paid leave of absence.  Unless
     otherwise determined by the Committee, a Participant on an unpaid leave of
     absence shall not be entitled to participate in any offering commencing
     after such unpaid leave has begun but shall not be deemed to have
     terminated employment for purposes of the Plan.  A Participant who, upon
     failing to return to work following a leave of absence, is deemed not to be
     an employee, shall not be entitled to participate in any offering
     commencing after such termination of employment, and such Participant's
     Payroll Deduction Account shall be paid out in accordance with Section 6.2.

3.3  Common Stock Account.  As a condition to participation in this Plan, each
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     Eligible Employee shall be required to hold shares purchased hereunder in a
     Common Stock Account and such employee's decision to participate in the
     Plan shall constitute the appointment of the Custodian as custodial agent
     for the purpose of holding such shares.  Such Common Stock Account will be
     governed by, and subject to, the terms and conditions of a written
     agreement between the Company and the Custodian.

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SECTION 4 - PARTICIPATION AND PAYROLL DEDUCTIONS
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4.1  Enrollment.  Each Eligible Employee may elect to participate in the Plan
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    for a Plan Year by completing a Company-specified enrollment process.  Upon
    completing the enrollment process, an Eligible Employee shall commence
    participation in the Plan on the next practicable Investment Date.  Each
    Eligible Employee shall be advised of the purchase price (expressed as a
    percentage of Fair Market Value) determined under Section 5.2(b) before
    enrolling in the Plan.

4.2  Amount of Deduction.  When enrolling, the Eligible Employee shall specify a
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    payroll deduction amount of a percentage (in whole numbers) of Eligible
    Compensation which shall be withheld from such Eligible Employee's regular
    paychecks, including bonus paychecks, for the Plan Year, provided, however,
                                                             -----------------
    that the Committee may determine and specify, from time to time, (i) the
    range of permissible percentages of Eligible Compensation an Eligible
    Employee may specify to be withheld and (ii) the maximum amount, if any, of
    Eligible Compensation that may be deducted for an Eligible Employee in any
    Plan Year, and provided further, that no such determination shall be
    contrary to the requirements of Code Section 423 and the regulations
    promulgated thereunder.  The Committee, in its sole discretion, may
    authorize payment in respect of any option exercised hereunder by personal
    check.

4.3  Payroll Deduction Accounts.  Each Participant's payroll deduction shall be
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    credited, as soon as practicable following the relevant pay date, to a
    Payroll Deduction Account, pending the purchase of Common Stock in
    accordance with the provisions of the Plan.  All such amounts shall be
    assets of the Company and may be used by the Company for any corporate
    purpose.  No interest shall accrue or be paid on amounts credited to a
    Payroll Deduction Account.

4.4  Subsequent Plan Years.  Unless otherwise specified prior to the beginning
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    of any Plan Year by completing a Company-specified process, a Participant
    shall be deemed to have elected to participate in each subsequent Plan Year
    for which the Participant is eligible to the same extent and in the same
    manner as at the end of the prior Plan Year.

4.5  Changes in Participation.
-----------------------------

  (a)      At any time during a Plan Year, a Participant may cease
     participation in the Plan by completing a Company-specified process. Such
     cessation will become effective as soon as practicable following completion
     of such process, whereupon no further payroll deductions will be made and
     the Company shall pay to such Participant an amount equal to the balance in
     the Participant's Payroll Deduction Account as soon as practicable
     thereafter. To the extent then an Eligible Employee, any Participant who
     ceased to participate may elect to participate again as of any subsequent
     Investment Date in any calendar quarter after the quarter in which such
     Participant ceased to participate.

  (b)      At any time during a Plan Year (but not more than once in any
     calendar quarter), a Participant may increase or decrease the percentage of
     Eligible Compensation subject to payroll deduction within the limits
     approved by the Committee pursuant to Section 4.2 by completing a Company-
     specified process. Such increase or decrease shall become effective with
     the first pay period following the completion of such process to which it
     may be practically applied. Notwithstanding any increase in the percentage
     of Eligible Compensation subject to pay deduction pursuant to this Section
     4.5(b), in no event may the amount of Eligible Compensation deducted for an
     Eligible Employee for any Plan Year exceed the maximum amount authorized to
     be deducted pursuant to Section 4.2.

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  (c)      Notwithstanding anything herein to the contrary, in the event the
     Committee determines under Section 5.2(b) to change the purchase price of a
     share of Common Stock, each Participant shall be advised in advance of the
     effective date of such change and afforded the opportunity to make a change
     in participation under Section 4.5(a) or 4.5(b) before such change in the
     purchase price takes effect.

    SECTION 5 - OFFERINGS
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5.1  Maximum Number of Shares.  The Plan will be implemented by making offerings
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     of Common Stock on each Investment Date until the maximum number of shares
     of Common Stock available under the Plan have been issued pursuant to the
     exercise of options.

5.2  Grant and Exercise of Options
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     (a)    Subject to Section 5.3, on each Investment Date, each Participant
     shall be deemed, subject to Section 5.4, to have been granted an option to
     purchase, and shall be deemed, without any further action, to have
     exercised such option and purchased the number of shares of Common Stock
     determined by dividing the amount credited to the Participant's Payroll
     Deduction Account on such date by the purchase price (as determined in
     paragraph (b) below). All such shares shall be credited to the
     Participant's Common Stock Account.

     (b)    The purchase price for each share of Common Stock shall be expressed
     as a percentage of Fair Market Value on the Investment Date and shall be
     determined from time to time by the Committee, but in no event shall such
     purchase price be less than 85 percent of the Fair Market Value of such
     share on the Investment Date.

5.3  Oversubscription of Shares.  If the total number of shares for which
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     options are exercised on any Investment Date exceeds the maximum number of
     shares available for the applicable offering, the Company shall make an
     allocation of the shares available for delivery and distribution among the
     Participants in as nearly a uniform manner as shall be practicable, and the
     balance of all amounts credited to the Payroll Deduction Accounts shall be
     applied to the next offering.

5.4  Limitations on Grant and Exercise of Options
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     (a)   No option granted under this Plan shall permit a Participant to
     purchase stock under all employee stock purchase plans (as defined by Code
     Section 423(b)) of the Company and any Subsidiary in an amount which, in
     the aggregate, would exceed $25,000 based on the Fair Market Value of such
     stock (determined at the time the option is granted) for each calendar year
     in which the option is outstanding at any time.

      (b)  No employee who would own, immediately after the option is granted,
     stock possessing five percent (5%) or more of the total combined voting
     power or value of all classes of stock of the Company or any Subsidiary (a
     "5% Owner") shall be granted an option. For purposes of determining whether
     an employee is a 5% Owner, the rules of Code Section 424(d) shall apply in
     determining the stock ownership of an individual and stock which the
     employee may purchase under outstanding options shall be treated as stock
     owned by the employee.

SECTION 6 - DISTRIBUTIONS OF COMMON STOCK ACCOUNT
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6.1  Restrictions on Distributions. Shares of Common Stock purchased hereunder
---  (other than shares of Common Stock acquired upon the automatic investment
     of dividends pursuant to Section 7) cannot be withdrawn from the Plan by a
     Participant, or a former Participant who has terminated employment with the
     Company and its Subsidiaries, for a period of 24 months immediately

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     following the Investment Date on which such shares were purchased, unless
     otherwise determined by the Company consistent with the requirements of
     Section 423 of the Code.

6.2  Termination of Employment.  If a Participant's employment with the Company
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     and its Subsidiaries terminates for any reason during a Plan Year, shares
     credited to the Participant's Common Stock Account may be withdrawn by the
     Participant from the Plan, subject to the provisions of Section 6.1, or may
     be sold by the Participant through the Plan. Shares not otherwise withdrawn
     from or sold through the Plan will be distributed to the Participant as
     soon as practicable following the expiration of a 24 month period beginning
     on the Investment Date on which the last share was purchased under the
     Plan. Additionally, any amount credited to the Participant's Payroll
     Deduction Account shall be refunded to the Participant or, in the event of
     the Participant's death, to the Participant's estate, as soon as
     practicable.

6.3  During Employment.  Prior to the Participant's termination of employment
----------------------
     with the Company and its Subsidiaries, a Participant may withdraw some or
     all of the whole shares credited to the Participant's Common Stock Account,
     subject to the provisions of Section 6.1, or may sell through the Plan some
     or all of the whole shares credited to the Participant's Common Stock
     Account, subject to the provisions of Section 10.3.

6.4  Sales through the Plan.  Subject to the provisions of Section 10.3, a
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     Participant or a former Participant who has terminated employment with the
     Company and its Subsidiaries may sell his shares of Common Stock acquired
     under the Plan pursuant to procedures established from time to time by the
     Company.

SECTION 7 - DIVIDENDS ON SHARES
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All cash dividends paid with respect to shares of Common Stock held in a
participant's Common Stock Account shall be invested automatically in shares of
Common Stock purchased at 100 percent of Fair Market Value on the date such
dividend is paid.  All non-cash distributions paid on Common Stock held in a
Participant's Common Stock Account shall be paid to the Participant as soon as
practicable.

SECTION 8 - RIGHTS AS A STOCKHOLDER
-----------------------------------

When a Participant purchases Common Stock pursuant to the Plan or when Common
Stock is credited to a Participant's Common Stock Account, subject to the
restrictions set forth in Sections 6 and 10.3, the Participant shall have all of
the rights and privileges of a stockholder of the Company with respect to the
shares so purchased or credited, whether or not certificates representing shares
shall have been issued.

SECTION 9 - OPTIONS NOT TRANSFERABLE
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Neither a Participant's Payroll Deduction Account nor any options granted under
the Plan to a Participant may be transferred, pledged or otherwise disposed of
in any way (other than by will or the laws of descent and distribution) by a
Participant and such options are exercisable during the Participant's lifetime
only by the Participant.  Any attempt at such assignment, transfer, pledge or
other disposition shall be without effect.

SECTION 10 - COMMON STOCK
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10.1  Reserved Shares.  There shall be reserved for issuance and purchase under
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      the Plan an aggregate of 25,404,187 shares of Common Stock (as of October
      31, 1999), subject to adjustment as provided in Section 11. Shares subject
      to the Plan may be shares now or hereafter authorized but unissued,
      treasury shares, or both.

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10.2  Restrictions on Exercise.  In its sole discretion, the Board of Directors
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      may require as conditions to the exercise of any option that shares of
      Common Stock reserved for issuance upon the exercise of an option shall
      have been duly listed on any recognized national securities exchange, and
      that either a registration statement under the Securities Act of 1933, as
      amended, with respect to said shares shall be effective, or the
      Participant shall have represented at the time of purchase, in form and
      substance satisfactory to the Company, that it is the Participant's
      intention to purchase the shares for investment only and not for resale or
      distribution.

10.3  Restriction on Sale.  Shares of Common Stock purchased hereunder (other
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      than shares of Common Stock acquired upon the automatic investment of
      dividends pursuant to Section 7) shall not be transferable by a
      Participant for a period of 12 months immediately following the Investment
      Date on which such shares were purchased.

SECTION 11 - ADJUSTMENT UPON CHANGES IN CAPITALIZATION
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In the event of a subdivision or consolidation of the outstanding shares of
Common Stock, or the payment of a stock dividend thereon, the number of shares
reserved or authorized to be reserved under this Plan shall be increased or
decreased, as the case may be, proportionately, and such other adjustments shall
be made as may be deemed necessary or equitable by the Board of Directors.  In
the event of any other change affecting the Common Stock, such adjustments shall
be made as may be deemed equitable by the Board of Directors, in its sole
discretion, to give proper effect to such event, subject to the limitations of
Code Section 424.

SECTION 12 - ADMINISTRATION
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12.1  Appointment.  The Plan shall be administered by the Committee.  The
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      Committee shall consist of two or more members who shall serve at the
      pleasure of the Board of Directors. The Board of Directors may from time
      to time appoint members of the Committee in substitution for, or in
      addition to, members previously appointed and may fill vacancies, however
      caused, in the Committee.

12.2  Authority.  Subject to the express provisions of the Plan, the Committee
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      shall have authority to interpret the Plan, to prescribe, amend and
      rescind rules and regulations relating to it, and to make all other
      determinations necessary or advisable in administering the Plan, all of
      which determinations shall be final and binding upon all persons. If and
      to the extent required by Securities and Exchange Commission Rule 16b-3 or
      any successor exemption under which the Committee believes it is
      appropriate for the Plan to qualify, the Committee may restrict a
      Participant's ability to participate in the Plan or sell any Common Stock
      received under the Plan for such period as the Committee deems appropriate
      or may impose such other conditions in connection with participation or
      distributions under the Plan as the Committee deems appropriate.

12.3  Duties of Committee.  The Committee shall provide for the establishment
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      and maintenance of records of the Plan and of each Payroll Deduction
      Account and Common Stock Account established for any Participant
      hereunder.

12.4  Plan Expenses.  The Company shall pay the fees and expenses of accounts
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      and counsel to the Company or the Committee, agents and other personnel
      and all other costs of administration of the Plan.

12.5  Indemnification.  To the maximum extent permitted by law, no member of the
---------------------
      Committee shall be personally liable by reason of any contract or other
      instrument executed by such member or on such member's behalf in such
      member's capacity as a member of the Committee or for any mistake of
      judgment made in good faith, and the Company shall indemnify and hold
      harmless, directly from its own assets (including the proceeds of any
      insurance policy the premiums of


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      which are paid from the Company's own assets), each member of the
      Committee and each other officer, employee or director of the Company to
      whom any duty or power relating to the administration or interpretation of
      the Plan or to the management or control of the assets of the Plan may be
      delegated or allocated, against any cost or expense (including fees,
      disbursements and other charges of legal counsel) or liability (including
      any sum paid in settlement of a claim with the approval of the Company)
      arising out of any act or omission to act in connection with the Plan
      unless arising out of such person's own fraud, willful misconduct or bad
      faith. The foregoing shall not be deemed to limit the Company's obligation
      to indemnify any member of the Committee under the Company's Certificate
      of Incorporation or By-laws, or any other agreement between the Company
      and such member.

SECTION 13 - AMENDMENT AND TERMINATION
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13.1  Amendment.  Subject to the provisions of Code Section 423, the Board of
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      Directors may amend the Plan in any respect; provided, however, that the
                                                   -----------------
      Plan may not be amended in any manner that will retroactively impair or
      otherwise adversely affect the rights of any person to benefits under the
      Plan which have accrued prior to the date of such action.

13.2  Termination.  The Plan will terminate on the Investment Date that
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      Participants become entitled to purchase a number of shares greater than
      the number of shares remaining available for purchase. In addition, the
      Plan may be terminated at any prior time, at the sole discretion of the
      Board of Directors.

SECTION 14 - GOVERNMENTAL AND OTHER REGULATIONS
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The Plan and the grant and exercise of options to purchase shares hereunder, and
the Company's obligation to sell and deliver shares upon the exercise of options
to purchase shares, shall be subject to all applicable Federal, state and
foreign laws, rules and regulations, and to such approvals by any regulatory or
governmental agency as, in the opinion of counsel to the Company, may be
required.

SECTION 15 - NO EMPLOYMENT RIGHTS
---------------------------------

The Plan does not create, directly or indirectly, any right for the benefit of
any employee or class of employees to purchase any shares from the Company
(other than as expressly provided in, and subject to the terms and conditions
of, the Plan), or create in any employee or class of employees any right with
respect to continuation of employment by the Company or any Subsidiary, and it
shall not be deemed to interfere in any way with the Company's or any
Subsidiary's right to terminate, or otherwise modify, an employee's employment
at any time.

SECTION 16 - WITHHOLDING
------------------------

As a condition to receiving shares hereunder, the Company may require the
Participant to make a cash payment to the Company of, or the Company may
withhold from any shares distributable under the Plan, an amount necessary to
satisfy all Federal, state, city or other taxes required to be withheld in
respect of such payments pursuant to any law or governmental regulation or
ruling.

SECTION 17 - OFFSETS
--------------------

To the extent permitted by law, the Company shall have the absolute right to
withhold any amounts payable to any Participant under the terms of the Plan to
the extent of any amount owed for any reason by such Participant to the Company
or any Subsidiary and to set off and apply the amounts so withheld to payment of
any such amount owed to the Company or any Subsidiary, whether or not such
amount shall then be immediately due and payable and in such order or priority
as among such amounts owed as the Committee, in its sole discretion, shall
determine.

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SECTION 18 - NOTICES, ETC.
--------------------------

All elections, designations, requests, notices, instructions and other
communications from a Participant to the Committee or the Company required or
permitted under the Plan shall be in Company-specified form, and if required to
be in writing shall be mailed by first-class mail or delivered to such Company-
specified location and shall be deemed to have been given and delivered only
upon actual receipt thereof at such location.

SECTION 19 - CAPTIONS, ETC.
---------------------------

The captions of the sections and paragraphs of this Plan have been inserted
solely as a matter of convenience and in no way define or limit the scope or
intent of any provision of the Plan.  References to sections herein are to the
specified sections of this Plan unless another reference is specifically stated.
Wherever used herein, a singular number shall be deemed to include the plural
unless a different meaning is required by the context.

SECTION 20 - EFFECT OF PLAN
---------------------------

The provisions of the Plan shall be binding upon, and inure to the benefit of,
all successors of the Company and each Participant, including, without
limitation, such Participant's estate and the executors, administrators or
trustees thereof, heirs and legatees, and any receiver, trustee in bankruptcy or
representative of creditors of such Participant.

SECTION 21 - GOVERNING LAW
--------------------------

The internal laws of the State of New York shall govern all matters relating to
this Plan except to the extent superseded by the laws of the United States.

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