EXHIBIT 4.1


                             FIXED RATE SENIOR NOTE


REGISTERED                                                     REGISTERED
No. FXR                                                        U.S.$
                                                               CUSIP: 617446GU7

     Unless this certificate is presented by an authorized representative of
The Depository Trust Company (55 Water Street, New York, New York) to the
issuer or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such other name
as requested by an authorized representative of The Depository Trust Company
and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered
owner hereof, Cede & Co., has an interest herein.



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<PAGE>


                        MORGAN STANLEY DEAN WITTER & CO.
                    SENIOR GLOBAL MEDIUM-TERM NOTE, SERIES C
                                  (Fixed Rate)

                   % EXCHANGEABLE NOTE DUE DECEMBER 30, 2008
                       (EXCHANGEABLE FOR SHARES OF COMMON
                       STOCK OF THE WALT DISNEY COMPANY)


<TABLE>
======================================================================================================================
<S>                           <C>                          <C>                          <C>
ORIGINAL ISSUE DATE:          INITIAL REDEMPTION           INTEREST RATE:               MATURITY DATE:
                    , 2001         DATE: September 24,              % per annum              December 30, 2008
                                   2004.  See also
                                   "Morgan Stanley Call
                                   Right" below.
----------------------------------------------------------------------------------------------------------------------
INTEREST ACCRUAL              INITIAL REDEMPTION           INTEREST PAYMENT             OPTIONAL REPAYMENT
     DATE:           , 2001        PERCENTAGE:                  DATE(S): Each June           DATE(S): N/A
                                   100%. See also               30 and December 30,
                                   "Morgan Stanley Call         beginning December
                                   Right" below.                30, 2001
----------------------------------------------------------------------------------------------------------------------
SPECIFIED CURRENCY:           ANNUAL REDEMPTION            INTEREST PAYMENT             APPLICABILITY OF
     U.S. Dollars                  PERCENTAGE                   PERIOD:  Semi-               MODIFIED
                                   REDUCTION: N/A               annually                     PAYMENT UPON
                                                                                             ACCELERATION:
                                                                                             See "Alternate
                                                                                             Exchange Calculation
                                                                                             in case of an Event of
                                                                                             Default" below.
----------------------------------------------------------------------------------------------------------------------
IF SPECIFIED                  REDEMPTION NOTICE            APPLICABILITY OF             If yes, state Issue Price:
     CURRENCY                      PERIOD: N/A                  ANNUAL
     OTHER THAN                                                 INTEREST
     U.S. DOLLARS,                                              PAYMENTS: N/A
     OPTION TO
     ELECT
     PAYMENT IN
     U.S. DOLLARS:
     N/A
----------------------------------------------------------------------------------------------------------------------
EXCHANGE RATE                 TAX REDEMPTION AND                                        ORIGINAL YIELD TO
     AGENT: N/A                    PAYMENT OF                                                MATURITY: N/A
                                   ADDITIONAL
                                   AMOUNTS: N/A
----------------------------------------------------------------------------------------------------------------------
OTHER PROVISIONS:             If yes, state Initial Offering
     See below                     Date: N/A
======================================================================================================================
</TABLE>

Exchange Right.............  On any Exchange Date, subject to a prior call of
                             this Note for cash in an amount equal to the Call
                             Price (as defined


                                                       A- 2
<PAGE>


                             below) by the Issuer as described under "Morgan
                             Stanley Call Right" below, the holder of this Note
                             shall be entitled, upon completion by the holder
                             and delivery to the Issuer and the Calculation
                             Agent of an Official Notice of Exchange (in the
                             form of Annex A attached hereto) prior to 11:00
                             a.m. New York City time on such date, to exchange
                             each $          principal amount of this Note for
                             a number of shares of the common stock ("Disney
                             Stock") of The Walt Disney Company ("Disney") at
                             the Exchange Ratio (as defined below), subject to
                             any adjustment (x) to the Exchange Ratio or (y) in
                             the stock, other securities or other property or
                             assets (including, without limitation, cash or
                             other classes of stock of Disney) ("Other Exchange
                             Property") to be delivered instead of or in
                             addition to such Disney Stock as a result of any
                             corporate event described under "Antidilution
                             Adjustments" below, in each case, required to be
                             made prior to the close of business on such
                             Exchange Date. Upon any such exchange, the Issuer
                             may, at its sole option, either deliver such
                             shares of Disney Stock (or such Other Exchange
                             Property to be delivered instead of or in addition
                             to such Disney Stock as aforesaid) or pay an
                             amount in cash for each $         principal amount
                             of this Note equal to the Exchange Ratio as of the
                             close of business on such Exchange Date times the
                             Market Price of one share of Disney Stock (or such
                             Other Exchange Property) on the Exchange Date, as
                             determined by the Calculation Agent, in lieu of
                             such Disney Stock (or such Other Exchange
                             Property). Such delivery or payment shall be
                             scheduled to be made on the third Business Day
                             after any Exchange Date, subject to delivery of
                             this Note to the Trustee on such day (such third
                             Business Day or, if later, the day on which this
                             Note is delivered to the Trustee and all
                             conditions of exchange are fulfilled, the
                             "Exchange Settlement Date"). Upon any exercise of
                             the Exchange Right, the holder of this exchanged
                             Note shall not be entitled to receive any cash
                             payment representing any accrued but unpaid
                             interest on this Note. Consequently, if this Note
                             is exchanged so that the Exchange Settlement Date
                             occurs during the period from the close of
                             business on a Record Date for the payment of
                             interest and prior to the next succeeding Interest
                             Payment Date, this Note must, as a condition to
                             the delivery of Disney Stock, Other Exchange
                             Property or cash, be accompanied by funds equal to
                             the interest payable on such succeeding


                                      A- 3
<PAGE>


                             Interest Payment Date on the principal amount so
                             exchanged.

                             Prior to 9:30 a.m. on the first Business Day
                             immediately succeeding any Exchange Date, the
                             Issuer shall cause the Calculation Agent to
                             provide written notice to the Trustee at its New
                             York office and to The Depository Trust Company,
                             or any successor depositary ("DTC"), on which
                             notice the Trustee and DTC may conclusively rely,
                             (i) of its receipt of any such "Official Notice of
                             Exchange," (ii) of the Issuer's determination to
                             deliver Disney Stock (or, if applicable, any Other
                             Exchange Property to be delivered as a result of
                             any corporate event described in paragraphs 5 or 6
                             under "Antidilution Adjustments" below) or to pay
                             an equivalent amount of cash for each $
                             principal amount of this Note and (iii) if Disney
                             Stock (or, if applicable, any Other Exchange
                             Property) is to be delivered, of the number of
                             shares of Disney Stock (or the amount of such
                             Other Exchange Property) to be delivered for each
                             $          principal amount of this Note and of the
                             amount of any cash to be paid in lieu of any
                             fractional share of Disney Stock (or of any other
                             securities included in Other Exchange Property, if
                             applicable), or, if cash is to be paid, of the
                             amount of such cash for each $           principal
                             amount of this Note.

                             The Issuer shall, or shall cause the Calculation
                             Agent to, deliver any such Disney Stock (or any
                             Other Exchange Property) or such cash to the
                             Trustee for delivery to the holders.

No Fractional Shares ......  If, upon any exchange of this Note or upon the
                             Issuer's exercise of the Morgan Stanley Call
                             Right, the Issuer chooses to deliver shares of
                             Disney Stock (and, if applicable, any other stock
                             or other securities), the Issuer shall pay cash in
                             lieu of delivering any fractional share of Disney
                             Stock (and, if applicable, of any other stock or
                             securities) in an amount equal to the
                             corresponding fractional Market Price of Disney
                             Stock (or, if applicable, of such other stock or
                             other securities) as determined by the Calculation
                             Agent on the second Trading Day prior to the
                             applicable Exchange Settlement Date or Call Date
                             (as defined below), as applicable.


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<PAGE>


Exchange Ratio.............            , subject to adjustment for any corporate
                             event described under "Antidilution Adjustments"
                             below.

Exchange Date..............  Any Trading Day on which a holder of this Note
                             satisfies the conditions to exchanging the Notes
                             as described under "Exchange Right" above;
                             provided that such Trading Day falls during the
                             period beginning October 27, 2001 and ending on
                             the Trading Day prior to the earliest of (i) the
                             fifth scheduled Trading Day prior to the Maturity
                             Date, (ii) the fifth scheduled Trading Day prior
                             to the Call Date and (iii) in the event of a call
                             for the cash Call Price as described under "Morgan
                             Stanley Call Right" below, the last scheduled
                             Trading Day prior to the Morgan Stanley Notice
                             Date.

Morgan Stanley Call Right .  On or after September 24, 2004, the Issuer may
                             call this Note, in whole but not in part, for
                             mandatory exchange into Disney Stock (and, if
                             applicable, any Other Exchange Property) at the
                             Exchange Ratio; provided that, if Parity (as
                             defined below) on the Trading Day immediately
                             preceding the Morgan Stanley Notice Date, as
                             determined by the Calculation Agent, is less than
                             the Call Price, the Issuer shall (under those
                             circumstances only) pay the Call Price in cash on
                             the Call Date.

                             On or after the Morgan Stanley Notice Date, unless
                             the Issuer has called this Note for cash, the
                             holder of this Note shall continue to be entitled
                             to exercise the Exchange Right and receive any
                             amounts described under "Exchange Right" above.

                             On the Morgan Stanley Notice Date, the Issuer
                             shall give notice of the Issuer's exercise of the
                             Morgan Stanley Call Right (i) to the holder of
                             this Note by mailing notice of such exercise by
                             first class mail, postage prepaid, at the holder's
                             last address as it shall appear upon the registry
                             books, (ii) to the Trustee by telephone or
                             facsimile confirmed by mailing such notice to the
                             Trustee by first class mail, postage prepaid, at
                             its New York office and (iii) to DTC in accordance
                             with the applicable procedures set forth in the
                             Letter of Representations related to this Note.
                             Any notice which is mailed in the manner herein
                             provided shall be conclusively presumed to have
                             been duly given, whether or not the holder of this
                             Note receives the notice. Failure to give notice
                             by mail, or any defect in


                                      A- 5
<PAGE>


                             the notice to the holder of any Note shall not
                             affect the validity of the proceedings for the
                             exercise of the Morgan Stanley Call Right with
                             respect to any other Note.

                             The notice of the Issuer's exercise of the Morgan
                             Stanley Call Right shall specify (i) the Call Date
                             (as defined below), (ii) whether Parity on the
                             Trading Day immediately prior to the Morgan
                             Stanley Notice Date, as determined by the
                             Calculation Agent, is less than the Call Price so
                             that the Issuer will pay the Call Price in cash on
                             the Call Date, (iii) the place or places of
                             payment in cash (in the event of a call for the
                             Call Price) or, if Parity on the Trading Day
                             immediately prior to the Morgan Stanley Notice
                             Date, as determined by the Calculation Agent, is
                             equal to or greater than the Call Price, the place
                             or places of delivery of the Disney Stock and, if
                             applicable, of any Other Exchange Property to be
                             delivered as a result of any corporate event
                             described in paragraphs 5 or 6 under "Antidilution
                             Adjustments" below (and of any cash to be paid in
                             lieu of any fractional share of Disney Stock (and,
                             if applicable, of any such other stock or
                             securities)), (iv) the number of shares of Disney
                             Stock (and, if applicable, the quantity of any
                             other Exchange Property) to be delivered per $
                             principal amount of this Note, (v) that such
                             delivery will be made upon presentation and
                             surrender of this Note and (vi) that such exchange
                             is pursuant to the Morgan Stanley Call Right.

                             The notice of the Issuer's exercise of the Morgan
                             Stanley Call Right shall be given by the Issuer
                             or, at the Issuer's request, by the Trustee in the
                             name and at the expense of the Issuer.

                             If shares of Disney Stock (and, if applicable, any
                             Other Exchange Property) are to be delivered and,
                             as a result of any corporate event described under
                             "Antidilution Adjustments" occurring during the
                             period from and including the Morgan Stanley
                             Notice Date to the close of business on the third
                             Trading Day prior to the Call Date, the
                             Calculation Agent makes any adjustment to the
                             Exchange Ratio and consequent adjustment to the
                             number of shares of Disney Stock to be delivered
                             or any adjustment to the quantity of any Other
                             Exchange Property due to the holder of this Note,
                             the Calculation Agent shall give prompt notice of
                             any such adjustments to


                                      A- 6
<PAGE>


                             the Trustee at its New York office and to DTC, on
                             which notice the Trustee and DTC may conclusively
                             rely. No adjustment to the Exchange Ratio shall be
                             made as a result of any corporate event occurring
                             after the close of business on the third Trading
                             Day prior to the Call Date.

                             If this Note is so called for mandatory exchange
                             by the Issuer, then, unless the holder
                             subsequently exercises his Exchange Right (the
                             exercise of which shall not be available to the
                             holder following a call for cash in an amount
                             equal to the Call Price), the Disney Stock (and,
                             if applicable, any Other Exchange Property) or (in
                             the event of a call for cash, as described above)
                             cash to be delivered to the holder of this Note
                             shall be delivered on the Call Date fixed by the
                             Issuer and set forth in its notice of its exercise
                             of the Morgan Stanley Call Right, upon delivery of
                             this Note to the Trustee. The Issuer shall, or
                             shall cause the Calculation Agent to, deliver such
                             Disney Stock or cash to the Trustee for delivery
                             to the holders.

                             Upon such a call for mandatory exchange by the
                             Issuer, the holder of this Note shall not receive
                             any accrued but unpaid interest on the Note for
                             the period from and including the most recent
                             Interest Payment Date to but excluding the
                             specified Call Date.

                             If this Note is not surrendered for exchange on
                             the Call Date, it shall be deemed to be no longer
                             Outstanding under, and as defined in, the Senior
                             Indenture (as defined below) after the Call Date,
                             except with respect to the holder's right to
                             receive Disney Stock (and, if applicable, any
                             Other Exchange Property) or cash due in connection
                             with the Morgan Stanley Call Right.

Morgan Stanley Notice Date.  The scheduled Trading Day on which the Issuer
                             issues its notice of mandatory exchange, which
                             must be at least 30 but no more than 60 days prior
                             to the Call Date.

Call Date..................  The scheduled Trading Day on or after September
                             24, 2004 specified by the Issuer in its notice of
                             mandatory exchange on which the Issuer shall
                             deliver Disney Stock or cash to the holder of this
                             Note for mandatory exchange.

Parity.....................  With respect to any Trading Day, an amount equal
                             to the Exchange Ratio times the Market Price (as
                             defined below)


                                      A- 7
<PAGE>


                             of Disney Stock (and any Other Exchange Property)
                             on such Trading Day.

Call Price.................  $         per each $          principal amount of
                             this Note.

Market Price...............  If Disney Stock (or any other security for which a
                             Market Price must be determined) is listed on a
                             national securities exchange, is a security of the
                             Nasdaq National Market or is included in the OTC
                             Bulletin Board Service ("OTC Bulletin Board")
                             operated by the National Association of Securities
                             Dealers, Inc. (the "NASD"), the Market Price for
                             one share of Disney Stock (or one unit of any such
                             other security) on any Trading Day means (i) the
                             last reported sale price, regular way, of the
                             principal trading session on such day on the
                             principal United States securities exchange
                             registered under the Securities Exchange Act of
                             1934, as amended (the "Exchange Act"), on which
                             Disney Stock (or any such other security) is
                             listed or admitted to trading (which may be the
                             Nasdaq National Market if it is then a national
                             securities exchange) or (ii) if not listed or
                             admitted to trading on any such securities
                             exchange or if such last reported sale price is
                             not obtainable (even if Disney Stock (or such
                             other security) is listed or admitted to trading
                             on such securities exchange), the last reported
                             sale price of the principal trading session on the
                             over-the-counter market as reported on the Nasdaq
                             National Market (if it is not then a national
                             securities exchange) or OTC Bulletin Board on such
                             day. If the last reported sale price of the
                             principal trading session is not available
                             pursuant to clause (i) or (ii) of the preceding
                             sentence because of a Market Disruption Event or
                             otherwise, the Market Price for any Trading Day
                             shall be the mean, as determined by the
                             Calculation Agent, of the bid prices for Disney
                             Stock (or any such other security) obtained from
                             as many dealers in such security, but not
                             exceeding three, as shall make such bid prices
                             available to the Calculation Agent. Bids of MS &
                             Co. (as defined below) or any of its affiliates
                             may be included in the calculation of such mean,
                             but only to the extent that any such bid is the
                             highest of the bids obtained. A "security of the
                             Nasdaq National Market" shall include a security
                             included in any successor to such system and the
                             term "OTC Bulletin Board Service" shall include
                             any successor service thereto.


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<PAGE>


Trading Day................  A day, as determined by the Calculation Agent, on
                             which trading is generally conducted on the New
                             York Stock Exchange, Inc. ("NYSE"), the American
                             Stock Exchange LLC, the Nasdaq National Market,
                             the Chicago Mercantile Exchange and the Chicago
                             Board of Options Exchange and in the
                             over-the-counter market for equity securities in
                             the United States and on which a Market Disruption
                             Event (as defined below) has not occurred.

Calculation Agent..........  Morgan Stanley & Co. Incorporated and its
                             successors ("MS & Co.").

                             All determinations made by the Calculation Agent
                             will be at the sole discretion of the Calculation
                             Agent and will, in the absence of manifest error,
                             be conclusive for all purposes and binding on the
                             holder of this Note and the Issuer.

Antidilution Adjustments...  The Exchange Ratio shall be adjusted as follows:

                             1. If Disney Stock is subject to a stock split or
                             reverse stock split, then once such split has
                             become effective, the Exchange Ratio shall be
                             adjusted to equal the product of the prior
                             Exchange Ratio and the number of shares issued in
                             such stock split or reverse stock split with
                             respect to one share of Disney Stock.

                             2. If Disney Stock is subject (i) to a stock
                             dividend (issuance of additional shares of Disney
                             Stock) that is given ratably to all holders of
                             shares of Disney Stock or (ii) to a distribution
                             of Disney Stock as a result of the triggering of
                             any provision of the corporate charter of Disney,
                             then once the dividend has become effective and
                             Disney Stock is trading ex-dividend, the Exchange
                             Ratio shall be adjusted so that the new Exchange
                             Ratio shall equal the prior Exchange Ratio plus
                             the product of (i) the number of shares issued
                             with respect to one share of Disney Stock and (ii)
                             the prior Exchange Ratio.

                             3. There shall be no adjustments to the Exchange
                             Ratio to reflect cash dividends or other
                             distributions paid with respect to Disney Stock
                             other than distributions described in paragraph 6
                             below and Extraordinary Dividends as described
                             below. A cash dividend or other distribution with
                             respect to Disney Stock shall be deemed to be an


                                      A- 9
<PAGE>


                             "Extraordinary Dividend" if such dividend or other
                             distribution exceeds the immediately preceding
                             non- Extraordinary Dividend for Disney Stock (as
                             adjusted for any subsequent corporate event
                             requiring an adjustment hereunder, such as a stock
                             split or reverse stock split) by an amount equal
                             to at least 10% of the Market Price of Disney
                             Stock on the Trading Day preceding the ex-
                             dividend date for the payment of such
                             Extraordinary Dividend (the "ex-dividend date").
                             If an Extraordinary Dividend occurs with respect
                             to Disney Stock, the Exchange Ratio with respect
                             to Disney Stock shall be adjusted on the
                             ex-dividend date with respect to such
                             Extraordinary Dividend so that the new Exchange
                             Ratio shall equal the product of (i) the then
                             current Exchange Ratio and (ii) a fraction, the
                             numerator of which is the Market Price on the
                             Trading Day preceding the ex- dividend date, and
                             the denominator of which is the amount by which
                             the Market Price on the Trading Day preceding the
                             ex-dividend date exceeds the Extraordinary
                             Dividend Amount. The "Extraordinary Dividend
                             Amount" with respect to an Extraordinary Dividend
                             shall equal (i) in the case of cash dividends or
                             other distributions that constitute quarterly
                             dividends, the amount per share of such
                             Extraordinary Dividend minus the amount per share
                             of the immediately preceding non- Extraordinary
                             Dividend or (ii) in the case of cash dividends or
                             other distributions that do not constitute
                             quarterly dividends, the amount per share of such
                             Extraordinary Dividend. To the extent an
                             Extraordinary Dividend is not paid in cash, the
                             value of the non-cash component shall be
                             determined by the Calculation Agent, whose
                             determination shall be conclusive. A distribution
                             on the Disney Stock described in paragraph 6 below
                             that also constitutes an Extraordinary Dividend
                             shall only cause an adjustment to the Exchange
                             Ratio pursuant to paragraph 6.

                             4. If Disney is being liquidated or is subject to
                             a proceeding under any applicable bankruptcy,
                             insolvency or other similar law, this Note shall
                             continue to be exchangeable into Disney Stock so
                             long as a Market Price for Disney Stock is
                             available. If a Market Price is no longer
                             available for Disney Stock for whatever reason,
                             including the liquidation of Disney or the
                             subjection of Disney to a proceeding under any
                             applicable bankruptcy,


                                     A- 10
<PAGE>


                             insolvency or other similar law, then the value of
                             Disney Stock shall equal zero for so long as no
                             Market Price is available.

                             5. If there occurs any reclassification or change
                             of Disney Stock, including, without limitation, as
                             a result of the issuance of tracking stock by
                             Disney, or if Disney has been subject to a merger,
                             combination or consolidation and is not the
                             surviving entity, or if there occurs a sale or
                             conveyance to another corporation of the property
                             and assets of Disney as an entirety or
                             substantially as an entirety, in each case as a
                             result of which the holders of Disney Stock shall
                             be entitled to receive stock, other securities or
                             other property or assets (including, without
                             limitation, cash or other classes of stock of
                             Disney) ("Exchange Property") with respect to or
                             in exchange for such Disney Stock, then the holder
                             of this Note shall be entitled thereafter to
                             exchange this Note into the kind and amount of
                             Exchange Property that the holder would have owned
                             or been entitled to receive upon such
                             reclassification, change, merger, combination,
                             consolidation, sale or conveyance had the holder
                             exchanged this Note at the then current Exchange
                             Ratio for Disney Stock immediately prior to any
                             such corporate event, but without interest
                             thereon. At such time, no adjustment will be made
                             to the Exchange Ratio. In the event the Exchange
                             Property consists of securities, those securities
                             will, in turn, be subject to the antidilution
                             adjustments set forth in paragraphs 1 through 7.

                             6. If Disney issues to all of its shareholders
                             equity securities of an issuer other than Disney
                             (other than in a transaction described in
                             paragraph 5 above), then the holder of this Note
                             shall be entitled to receive such new equity
                             securities upon exchange of this Note. The
                             Exchange Ratio for such new equity securities
                             shall equal the product of the Exchange Ratio in
                             effect for Disney Stock at the time of the
                             issuance of such new equity securities times the
                             number of shares of the new equity securities
                             issued with respect to one share of Disney Stock.

                             7. No adjustments to the Exchange Ratio shall be
                             required other than those specified above. The
                             adjustments specified above do not cover all of
                             the events


                                     A- 11
<PAGE>


                             that could affect the Market Price of Disney
                             Stock, including, without limitation, a partial
                             tender or exchange offer for Disney Stock. The
                             Calculation Agent may, in its sole discretion,
                             make additional changes to the Exchange Ratio upon
                             the occurrence of corporate or other similar
                             events that affect or could potentially affect
                             market prices of, or shareholders' rights in,
                             Disney Stock (or Other Exchange Property), but
                             only to reflect such changes, and not with the aim
                             of changing relative investment risk.

                             No adjustment to the Exchange Ratio shall be
                             required unless such adjustment would require a
                             change of at least 0.1% in the Exchange Ratio then
                             in effect. The Exchange Ratio resulting from any
                             of the adjustments specified above shall be
                             rounded to the nearest ten-thousandth, with five
                             one hundred-thousandths rounded upward.

                             If the holder of this Note exercises the Exchange
                             Right and the Issuer elects to deliver Disney
                             Stock or if the Issuer calls this Note for Disney
                             Stock, the Calculation Agent shall continue to
                             make such adjustments until the close of business
                             on the applicable Exchange Date or the third
                             Trading Day prior to the Call Date, as applicable.

                             The Calculation Agent shall be solely responsible
                             for the determination and calculation of any
                             adjustments to the Exchange Ratio and of any
                             related determinations and calculations with
                             respect to any distributions of stock, other
                             securities or other property or assets (including
                             cash) in connection with any corporate event
                             described in paragraph 5 or 6 above, and its
                             determinations and calculations with respect
                             thereto shall be conclusive in the absence of
                             manifest error.

                             The Calculation Agent shall provide information as
                             to any adjustments to the Exchange Ratio upon
                             written request by the holder of this Note.

Market Disruption Event....  "Market Disruption Event" means, with respect to
                             Disney Stock (and any other security that may be
                             included as Exchange Property):

                               (i) a suspension, absence or material limitation
                               of trading of Disney Stock on the primary market
                               for Disney Stock for more than two hours of
                               trading or


                                     A- 12
<PAGE>


                               during the one-half hour period preceding the
                               close of the principal trading session in such
                               market; or a breakdown or failure in the price
                               and trade reporting systems of the primary
                               market for Disney Stock as a result of which the
                               reported trading prices for Disney Stock during
                               the last one-half hour preceding the close of
                               the principal trading session in such market are
                               materially inaccurate; or the suspension,
                               absence or material limitation of trading on the
                               primary market for trading in options contracts
                               related to Disney Stock, if available, during
                               the one-half hour period preceding the close of
                               the principal trading session in the applicable
                               market, in each case as determined by the
                               Calculation Agent in its sole discretion; and

                               (ii) a determination by the Calculation Agent in
                               its sole discretion that any event described in
                               clause (i) above materially interfered with the
                               ability of the Issuer or any of its affiliates
                               to unwind or adjust all or a material portion of
                               the hedge with respect to the Notes.

                             For purposes of determining whether a Market
                             Disruption Event has occurred: (1) a limitation on
                             the hours or number of days of trading shall not
                             constitute a Market Disruption Event if it results
                             from an announced change in the regular business
                             hours of the relevant exchange, (2) a decision to
                             permanently discontinue trading in the relevant
                             options contract shall not constitute a Market
                             Disruption Event, (3) limitations pursuant to NYSE
                             Rule 80A (or any applicable rule or regulation
                             enacted or promulgated by the NYSE, any other
                             self-regulatory organization or the Securities and
                             Exchange Commission of scope similar to NYSE Rule
                             80A as determined by the Calculation Agent) on
                             trading during significant market fluctuations
                             shall constitute a suspension, absence or material
                             limitation of trading, (4) a suspension of trading
                             in options contracts on Disney Stock by the
                             primary securities market trading in such options,
                             if available, by reason of (x) a price change
                             exceeding limits set by such securities exchange
                             or market, (y) an imbalance of orders relating to
                             such contracts or (z) a disparity in bid and ask
                             quotes relating to such contracts shall constitute
                             a suspension, absence or material limitation of
                             trading in options contracts related to Disney
                             Stock and (5) a


                                     A- 13
<PAGE>


                             suspension, absence or material limitation of
                             trading on the primary securities market on which
                             options contracts related to Disney Stock are
                             traded shall not include any time when such
                             securities market is itself closed for trading
                             under ordinary circumstances.

Alternate Exchange
Calculation in case of
an Event of Default........  In case an Event of Default with respect to this
                             Note shall have occurred and be continuing, the
                             amount declared due and payable upon any
                             acceleration of this Note shall be determined by
                             MS & Co., as Calculation Agent, and shall be equal
                             to the principal amount of this Note plus any
                             accrued and unpaid interest at the Interest Rate
                             to but not including the date of acceleration;
                             provided that if (x) the holder of this Note has
                             submitted an Official Notice of Exchange to the
                             Issuer in accordance with the Exchange Right or
                             (y) the Issuer has called this Note, other than a
                             call for the cash Call Price, in accordance with
                             the Morgan Stanley Call Right, the amount declared
                             due and payable upon any such acceleration shall
                             be an amount in cash for each $       principal
                             amount of this Note exchanged or called equal to
                             the Exchange Ratio times the Market Price of
                             Disney Stock (and any other Exchange Property),
                             determined by the Calculation Agent as of the
                             Exchange Date or as of the date of acceleration,
                             respectively, and shall not include any accrued
                             and unpaid interest thereon; provided further that
                             if the Issuer has called this Note for the cash
                             Call Price, in accordance with the Morgan Stanley
                             Call Right, the amount declared due and payable
                             upon any such acceleration shall be an amount in
                             cash per each $       principal amount of this Note
                             equal to the Call Price and shall not include any
                             accrued and unpaid interest thereon.


                                     A- 14
<PAGE>


     Morgan Stanley Dean Witter & Co., a Delaware corporation (together with
its successors and assigns, the "Issuer"), for value received, hereby promises
to pay to CEDE & Co., or registered assignees, the principal sum of U.S.$
(UNITED STATES DOLLARS                       ), on the Maturity Date specified
above (except to the extent redeemed or repaid prior to maturity) and to pay
interest thereon at the Interest Rate per annum specified above, from and
including the Interest Accrual Date specified above until the principal hereof
is paid or duly made available for payment weekly, monthly, quarterly,
semiannually or annually in arrears as specified above as the Interest Payment
Period on each Interest Payment Date (as specified above), commencing on the
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 between a Record Date, as
defined below, and the next succeeding Interest Payment Date, interest payments
will commence on the second Interest Payment Date succeeding the Interest
Accrual Date to the registered holder of this Note on the Record Date with
respect to such second Interest Payment Date; and provided, further, that if
this Note is subject to "Annual Interest Payments," interest payments shall be
made annually in arrears and the term "Interest Payment Date" shall be deemed
to mean the first day of March in each year.

     Interest on this Note will accrue from and including the most recent 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 hereof has been paid or duly made
available for payment. 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 person in whose name this Note (or one or more
predecessor Notes) is registered at the close of business on the date 15
calendar days prior to such Interest Payment Date (whether or not a Business
Day (as defined below)) (each such date, a "Record Date"); provided, however,
that interest payable at maturity (or any redemption or repayment date) will be
payable to the person to whom the principal hereof shall be payable. 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 (y) if this Note is denominated in a Specified Currency other than U.S.
dollars, Australian dollars or euro, 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").

     Payment of the principal of this Note, any premium and the interest due at
maturity (or any redemption or repayment date), unless this Note is denominated
in a Specified Currency other than U.S. dollars and is to be paid in whole or
in part in such Specified Currency, will be made in immediately available funds
upon surrender of this Note at the office or agency of the Paying Agent, as
defined on the reverse hereof, maintained for that purpose in the Borough of
Manhattan, The City of New York, or at such other paying agency as the Issuer
may determine, in U.S. dollars. U.S. dollar payments of interest, other than
interest due at maturity or on any date of redemption or repayment, will be
made by U.S. dollar check mailed to the address of the person entitled thereto
as such address shall appear in the Note register. A holder of U.S. $10,000,000
(or the equivalent in a Specified Currency) or more in aggregate principal
amount of Notes having the same Interest


                                     A- 15
<PAGE>


Payment Date, the interest on which is payable in U.S. dollars, shall be
entitled to receive payments of interest, other than interest due at maturity
or on any date of redemption or repayment, by wire transfer of immediately
available funds if appropriate wire transfer instructions have been received by
the Paying Agent in writing not less than 15 calendar days prior to the
applicable Interest Payment Date.

     If this Note is denominated in a Specified Currency other than U.S.
dollars, and the holder does not elect (in whole or in part) to receive payment
in U.S. dollars pursuant to the next succeeding paragraph, payments of
interest, principal or any premium with regard to this Note will be made by
wire transfer of immediately available funds to an account maintained by the
holder hereof with a bank located outside the United States if appropriate wire
transfer instructions have been received by the Paying Agent in writing, with
respect to payments of interest, on or prior to the fifth Business Day after
the applicable Record Date and, with respect to payments of principal or any
premium, at least ten Business Days prior to the Maturity Date or any
redemption or repayment date, as the case may be; provided that, if payment of
interest, principal or any premium with regard to this Note is payable in euro,
the account must be a euro account in a country for which the euro is the
lawful currency, provided, further, that if such wire transfer instructions are
not received, such payments will be made by check payable in such Specified
Currency mailed to the address of the person entitled thereto as such address
shall appear in the Note register; and provided, further, that 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 surrender of this Note at the
office or agency referred to in the preceding paragraph.

     If so indicated on the face hereof, the holder of this Note, if
denominated in a Specified Currency other than U.S. dollars, may elect to
receive all or a portion of payments on this Note in U.S. dollars by
transmitting a written request to the Paying Agent, on or prior to the fifth
Business Day after such Record Date or at least ten Business Days prior to the
Maturity Date or any redemption or repayment date, as the case may be. Such
election shall remain in effect unless such request is revoked by written
notice to the Paying Agent as to all or a portion of payments on this Note at
least five Business Days prior to such Record Date, for payments of interest,
or at least ten days prior to the Maturity Date or any redemption or repayment
date, for payments of principal, as the case may be.

     If the holder elects to receive all or a portion of payments of principal
of and any premium and interest on this Note, if denominated in a Specified
Currency other than U.S. dollars, in U.S. dollars, the Exchange Rate Agent (as
defined on the reverse hereof) will convert such payments into U.S. dollars. In
the event of such an election, payment in respect of this Note will be based
upon the exchange rate as determined by the Exchange Rate Agent based on the
highest bid quotation in The City of New York received by such Exchange Rate
Agent at approximately 11:00 a.m., New York City time, on the second Business
Day preceding the applicable payment date from three recognized foreign
exchange dealers (one of which may be the Exchange Rate Agent unless such
Exchange Rate Agent is an affiliate of the Issuer) for the purchase by the
quoting dealer of U.S. dollars for the Specified Currency for settlement on
such payment date in the amount of the Specified Currency payable in the
absence of such an election to such holder and at which the applicable dealer
commits to execute a contract. If such bid quotations are not available, such
payment will be made in the


                                     A- 16
<PAGE>


Specified Currency. All currency exchange costs will be borne by the holder of
this Note by deductions from such payments.

     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.

     Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof 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.


                                     A- 17
<PAGE>


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

DATED: September 27, 2001                   MORGAN STANLEY DEAN WITTER & CO.


                                            By:
                                               --------------------------------
                                               Name:  Alexander C. Frank
                                               Title: Treasurer

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


                                     A- 18
<PAGE>


                              REVERSE OF SECURITY

     This Note is one of a duly authorized issue of Senior Global Medium-Term
Notes, Series C, 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 and the terms
upon which the Notes are, and are to be, authenticated and delivered. The
Issuer has appointed The Chase Manhattan Bank at its corporate trust office in
The City of New York as the paying agent (the "Paying Agent," which term
includes any additional or successor Paying Agent appointed by the Issuer) with
respect to the Notes. 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.

     Unless otherwise indicated on the face hereof, this Note will not be
subject to any sinking fund and, unless otherwise provided on the face hereof
in accordance with the provisions of the following two paragraphs, 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. 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. Notice of redemption shall be mailed
to the registered holders of the Notes designated for redemption at their
addresses as the same shall appear on the Note register 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, subject to all the
conditions and provisions of the Senior Indenture. 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 in the name of the holder hereof upon the
cancellation hereof.

     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,


                                     A- 19
<PAGE>


together with interest accrued and unpaid hereon to the date of repayment. For
this Note to be repaid at the option of the holder hereof, the Paying Agent
must receive at its corporate trust office in the Borough of Manhattan, The
City of New York, at least 15 but not more than 30 days prior to the date of
repayment, (i) this Note with the form entitled "Option to Elect Repayment"
below duly completed or (ii) 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 a trust company
in the United States setting forth the name of the holder of this Note, the
principal amount hereof, the certificate number of this Note or a description
of this Note's tenor and terms, the principal amount hereof to be repaid, a
statement that the option to elect repayment is being exercised thereby and a
guarantee that this Note, together with the form entitled "Option to Elect
Repayment" duly completed, will be received by the Paying Agent not later than
the fifth Business Day after the date of such telegram, telex, facsimile
transmission or letter; provided, that such telegram, telex, facsimile
transmission or letter shall only be effective if this Note and form duly
completed are received by the Paying Agent by such fifth Business Day. 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 in the name of the holder
hereof 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 provided 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 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, and any Note or Notes issued upon transfer or exchange hereof,
is issuable only in fully registered form, without coupons, and, if denominated
in U.S. dollars, unless otherwise stated above, is issuable only in
denominations of U.S. $1,000 and any integral multiple of U.S. $1,000 in excess
thereof. If this Note is denominated in a Specified Currency other than U.S.
dollars, then, unless a higher minimum denomination is required by applicable
law, it is issuable only in denominations of the equivalent of U.S. $1,000
(rounded to an integral multiple of 1,000 units of such Specified Currency), or
any amount in excess thereof which is an integral multiple of 1,000 units of
such Specified Currency, as determined by reference to the noon dollar buying
rate in The City of New York for cable transfers of such Specified Currency
published by the


                                     A- 20
<PAGE>


Federal Reserve Bank of New York (the "Market Exchange Rate") on the Business
Day immediately preceding the date of issuance.

     The Trustee has been appointed registrar for the Notes, and the Trustee
will maintain at its office in The City of New York a register for the
registration and transfer of Notes. This Note may be transferred at the
aforesaid office of the Trustee by surrendering this Note for cancellation,
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and duly executed by the registered holder hereof in person or by the
holder's attorney duly authorized in writing, and thereupon the Trustee shall
issue in the name of the transferee or transferees, in exchange herefor, a new
Note or Notes having identical terms and provisions and having a like aggregate
principal amount in authorized denominations, subject to the terms and
conditions set forth herein; provided, however, that the Trustee will not be
required (i) to register the transfer of or exchange any Note that has been
called for redemption in whole or in part, except the unredeemed portion of
Notes being redeemed in part, (ii) to register the transfer of or exchange any
Note if the holder thereof has exercised his right, if any, to require the
Issuer to repurchase such Note in whole or in part, except the portion of such
Note not required to be repurchased, or (iii) to register the transfer of or
exchange Notes to the extent and during the period so provided in the Senior
Indenture with respect to the redemption of Notes. Notes are exchangeable at
said office for other Notes of other authorized denominations of equal
aggregate principal amount having identical terms and provisions. All such
exchanges and transfers of Notes will be free of charge, but the Issuer may
require payment of a sum sufficient to cover any tax or other governmental
charge in connection therewith. All Notes surrendered for exchange shall be
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and executed by the registered holder in person or by the holder's
attorney duly authorized in writing. The date of registration of any Note
delivered upon any exchange or transfer of Notes shall be such that no gain or
loss of interest results from such exchange or transfer.

     In case this Note shall at any time become mutilated, defaced or be
destroyed, lost or stolen and this Note 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 in exchange for this Note, but, if this Note is destroyed, lost
or stolen, only upon receipt of evidence satisfactory to the Trustee and the
Issuer that this Note was destroyed or 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 shall be borne by the
owner of the Note mutilated, defaced, destroyed, lost or stolen.

     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,
premium, if any, or interest on, any series of debt securities issued under the
Senior Indenture, including the series of Senior 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


                                     A- 21
<PAGE>


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 (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.

     If the face hereof indicates that this Note is subject to "Modified
Payment upon Acceleration," 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 the face hereof indicates that this Note is subject to "Tax Redemption
and Payment of Additional Amounts," 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 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


                                     A- 22
<PAGE>


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 face hereof, which date and the applicable redemption price will
be specified in the Notice.

     If the face hereof indicates that this Note is subject to "Tax Redemption
and Payment of Additional Amounts," 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 who is a United States Alien
as may be necessary in order that every net payment of the principal of and
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 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
     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;


                                     A- 23
<PAGE>


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

          (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, 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;

          (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
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.

     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 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


                                     A- 24
<PAGE>


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, 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 by making such payments in U.S. dollars on the basis of the Market
Exchange Rate 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,
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 (the "EC"), as amended by the treaty on European Union
(as so amended, the "Treaty"). 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 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. Incorporated,
unless otherwise indicated on the face hereof.

     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 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 in the Borough of
Manhattan, The City of New York, and an office or agency in said Borough of
Manhattan for the registration, transfer and exchange as aforesaid of the
Notes. The Issuer may designate other agencies for the payment of said
principal, premium and interest


                                     A- 25
<PAGE>


at such place or places (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 or of the Senior Indenture shall alter or impair
the obligation of the Issuer, which is absolute and unconditional, to pay the
principal of, 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 registered holder of this Note.

     Prior to due presentment of this Note for registration of transfer, the
Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the
holder in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note 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, premium, if
any, or the interest on this Note, for any claim based hereon, or otherwise in
respect hereof, 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.

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

     As used herein, 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 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.


                                     A- 26
<PAGE>


                                 ABBREVIATIONS

     The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

          TEN COM  -  as tenants in common
          TEN ENT  -  as tenants by the entireties
          JT TEN   -  as joint tenants with right of survivorship and not as
                      tenants in common

       UNIF GIFT MIN ACT - _______________________ Custodian __________________
                                   (Minor)                         (Cust)

       Under Uniform Gifts to Minors Act _________________________
                                                (State)

     Additional abbreviations may also be used though not in the above list.

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


                                     A- 27
<PAGE>


     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto


_________________________________________
[PLEASE INSERT SOCIAL SECURITY OR OTHER
   IDENTIFYING NUMBER OF ASSIGNEE]


_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________
[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]

the within Note and all rights thereunder, hereby irrevocably constituting and
appointing such person attorney to transfer such note on the books of the
Issuer, with full power of substitution in the premises.


Dated:___________________________


NOTICE: The signature to this assignment must correspond with the name
        as written upon the face of the within Note in every particular
        without alteration or enlargement or any change whatsoever.


                                     A- 28
<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: _____________________________    _______________________________________
                                        NOTICE: The signature on this Option
                                        to Elect Repayment must correspond
                                        with the name as written upon the face
                                        of the within instrument in every
                                        particular without alteration or
                                        enlargement.


                                     A- 29
<PAGE>


                                                                        ANNEX A

                          OFFICIAL NOTICE OF EXCHANGE

                                          Dated: [On or after October 27, 2001]

Morgan Stanley Dean Witter & Co.          Morgan Stanley & Co. Incorporated, as
1585 Broadway                                    Calculation Agent
New York, New York 10036                       1585 Broadway
                                               New York, New York 10036
                                               Fax No.: (212) 761-0674
                                               (Attn: Meghan Maloney)
Dear Sirs:

     The undersigned holder of the Medium Term Notes, Series C, Senior Fixed
Rate Notes,    % Exchangeable Notes due December 30, 2008 (Exchangeable for
Shares of Common Stock of The Walt Disney Company) of Morgan Stanley Dean
Witter & Co. (CUSIP No. 617446GU7) (the "Notes") hereby irrevocably elects to
exercise with respect to the principal amount of the Notes indicated below, as
of the date hereof (or, if this letter is received after 11:00 a.m. on any
Trading Day, as of the next Trading Day), provided that such day is prior to
the earliest of (i) the fifth scheduled Trading Day prior to December 30, 2008,
(ii) the fifth scheduled Trading Day prior to the Call Date and (iii) in the
event of a call for the cash Call Price, the last scheduled Trading Day prior
to the Morgan Stanley Notice Date, the Exchange Right as described in Pricing
Supplement No.    dated           , 2001 (the "Pricing Supplement") to the
Prospectus Supplement dated January 24, 2001 and the Prospectus dated January
24, 2001 related to Registration Statement No. 333-47576. Terms not defined
herein have the meanings given to such terms in the Pricing Supplement. Please
date and acknowledge receipt of this notice in the place provided below on the
date of receipt, and fax a copy to the fax number indicated, whereupon Morgan
Stanley will deliver, at its sole option, shares of common stock of The Walt
Disney Company or cash on the third business day after the Exchange Date in
accordance with the terms of the Notes, as described in the Pricing Supplement.

     The undersigned certifies to you that (i) it is, or is duly authorized to
act for, the beneficial owner of the principal amount of the Notes indicated
below its signature (and attaches evidence of such ownership as provided by the
undersigned's position services department or the position services department
of the entity through which the undersigned holds its Notes) and (ii) it will
cause the principal amount of Notes to be exchanged to be transferred to the
Trustee on the Exchange Settlement Date.

     If the Exchange Settlement Date for this exchange falls after a Record
Date and prior to the succeeding Interest Payment Date, the undersigned will
deliver to the Trustee on the Exchange Settlement Date an amount of cash equal
to the interest payable on the succeeding Interest Payment Date with respect to
the principal amount of Notes to be exchanged. The amount of any such cash
payment will be determined by the Calculation Agent and indicated in its
acknowledgment of this Official Notice of Exchange.

                                            Very truly yours,


                                            ___________________________________
                                            [Name of Holder]

                                            By:________________________________
                                               [Title]

                                            ___________________________________
                                            [Fax No.]

                                            $__________________________________
                                            Principal Amount of Notes to be
                                            surrendered for exchange

Receipt of the above Official
Notice of Exchange is hereby acknowledged

MORGAN STANLEY DEAN WITTER & CO., as Issuer

MORGAN STANLEY & CO. INCORPORATED, as Calculation Agent

By MORGAN STANLEY & CO. INCORPORATED, as Calculation Agent

By:________________________________________

Title:

Date and time of acknowledgment ____________________
Accrued interest, if any, due upon surrender of the Notes for exchange: $______