Exhibit 4(ll)



                            FIXED RATE SENIOR NOTE

REGISTERED                                                  REGISTERED No. R-1
U.S.$500,000,000                                              CUSIP: 617446HD4
                                                            ISIN: US617446HD43
                                                        COMMON CODE: 014595813



     Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the Issuer
(as defined below) 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 is requested by an authorized representative of DTC (and
any payment is made to Cede & Co. or to such other entity as is requested by
an authorized representative of DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.

     Unless and until it is exchanged in whole or in part for Securities in
definitive registered form, this certificate may not be transferred except as
a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another
nominee of DTC or by DTC or any such nominee to a successor Depositary or a
nominee of such successor Depositary.

                       MORGAN STANLEY DEAN WITTER & CO.
                              7.25% NOTE DUE 2032

     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 assigns, the principal sum of FIVE HUNDRED
MILLION United States Dollars (U.S.$500,000,000), on April 1, 2032 (the
"Maturity Date") (except to the extent redeemed prior to the Maturity Date),
and to pay interest thereon at the rate of 7.25% per annum from April 3, 2002,
until the principal hereof is paid or duly made available for payment,
semiannually in arrears on the 1st day of April and October in each year (each
such date, an "Interest Payment Date"), commencing on October 1, 2002, and on
the Maturity Date.

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

<PAGE>

     IN WITNESS WHEREOF, Morgan Stanley Dean Witter & Co. has caused this
Registered Global Security to be duly executed.


DATED: April 3, 2002                      MORGAN STANLEY DEAN WITTER & CO.




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





TRUSTEE'S CERTIFICATE
   OF AUTHENTICATION

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

JPMORGAN CHASE BANK,
      as Trustee



By:
    ------------------------------------
    Authorized Officer



                                       2

<PAGE>

                              Reverse of Security

     Interest on this Registered Global Security (as described below) will
accrue from and including the most recent Interest Payment Date to which
interest has been paid or duly provided for, or, if no interest has been paid
or duly provided for, from and including April 3, 2002, 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 be paid to the person in whose name this
Registered Global Security (or one or more predecessor Registered Global
Securities) is registered at the close of business on the fifteenth day of the
month preceding such Interest Payment Date (whether or not a Business Day (as
defined below)) (each such date, a "Record Date"). As used herein, "Business
Day" means any day, other than a Saturday or Sunday, that is neither a legal
holiday nor a day on which banking institutions are authorized or required by
law or regulation to close in The City of New York. Interest shall be computed
on the basis of a 360-day year of twelve 30-day months. Interest payments on
this Registered Global Security will include interest accrued to but excluding
the Interest Payment Dates or the Maturity Date (or any earlier redemption
date), as the case may be.

     In the case where an Interest Payment Date or the Maturity Date (or any
redemption 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 the Maturity
Date (or any such redemption 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 such redemption date) to such next succeeding Business Day.

     Payment of the principal of this Registered Global Security, any premium
and the interest due on the Maturity Date or on any redemption date will be
made upon surrender of this Registered Global Security at the office or agency
of the Issuer 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.
Payment of the principal of and interest on this Registered Global Security
will be made in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts;
provided, however, that at the option of the Issuer, interest may be paid by
wire transfer or by mailing checks for such interest payable to or upon the
written order of such Holder at its last address as it appears on the registry
books of the Issuer.

     This Registered Global Security is one of the duly authorized debt
securities of the Issuer (the "Securities" and, individually, a "Security")
issued or to be issued under and pursuant to an Amended and Restated Senior
Indenture dated as of May 1, 1999, between the Issuer and JPMorgan Chase Bank
(formerly known as 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 Securities and
the terms upon which the Securities are, and are to be, authenticated and
delivered. The terms of the Senior



                                       3

<PAGE>

Indenture are hereby incorporated by reference herein. The Securities may be
issued in one or more series, which different series may be issued in various
aggregate principal amounts, may mature at different times, may bear interest
(if any) at different rates, may be subject to different redemption or
repayment provisions (if any), may be subject to different sinking, purchase
or analogous funds (if any) and may otherwise vary as provided in the Senior
Indenture. This security is a Registered Global Security of a series of
Securities designated as the 7.25% Notes Due 2032 of the Issuer (the "Notes").

     The Notes will not be subject to any sinking fund and will not be
repayable at the option of the Holder prior to maturity. The Notes may be
redeemed in whole or in part at the option of the Issuer at any time prior to
the Maturity Date, upon the giving of a notice of redemption as described
below, at the Redemption Price (as defined below), together with interest
accrued and unpaid hereon to the date of redemption. Notice of redemption
shall be mailed to the registered holders of the Registered Global Securities
designated for redemption by first-class mail at their addresses as the same
shall appear on the registry of the Issuer not less than 30 nor more than 60
days prior to the date fixed for redemption, subject to all the conditions and
provisions of the Senior Indenture. In the event of redemption of this
Registered Global Security in part only, a new Registered Global Security or
Registered Global Securities for the amount of the unredeemed portion hereof
shall be issued in the name of the holder hereof upon the cancellation hereof.

     The "Redemption Price" as to any date of redemption shall be equal to the
greater of (i) 100% of the principal amount of the Notes to be redeemed on
such redemption date and (ii) the sum of the present values of the remaining
scheduled payments of principal and interest on the Notes to be redeemed on
such redemption date (not including any portion of such payments of interest
accrued to the redemption date) discounted to the redemption date on a
semiannual basis (assuming a 360- day year consisting of twelve 30-day months)
at the Treasury Rate (as defined below) calculated as of the third Business
Day immediately preceding the applicable redemption date (the "Calculation
Date") plus 25 basis points. The Issuer shall give the Trustee notice of the
amount of the applicable Redemption Price promptly after the calculation
thereof, and the Trustee shall have no responsibility for such calculation.

     The "Treasury Rate" with respect to any Calculation Date shall be (i) the
yield, under the heading that represents the average for the immediately
preceding week, appearing in the most recently published statistical release
designated "H.15(519)" or any successor publication that is published weekly
by the Board of Governors of the Federal Reserve System and that establishes
yields on actively traded U.S. Treasury securities adjusted to constant
maturity under the caption "Treasury Constant Maturities," for the maturity
corresponding to the Comparable Treasury Issue (as defined below); provided
that if no maturity is within three months before or after the Remaining Life
(as defined below), yields for the two published maturities most closely
corresponding to the Comparable Treasury Issue will be determined and the
Treasury Rate will be interpolated or extrapolated from such yields on a
straight line basis, rounding to the nearest month; or (ii) if such release
(or any successor release) is not published during the week preceding the
Calculation Date or does not contain such yields, the rate per annum equal to
the semiannual equivalent yield to maturity of the Comparable Treasury Issue
calculated using a price for the Comparable Treasury



                                       4

<PAGE>

Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such Calculation Date.

     "Comparable Treasury Issue" means the U.S. Treasury security selected by
the Calculation Agent (as defined below) as having a maturity comparable to
the remaining term ("Remaining Life") of the Notes to be redeemed that would
be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of such Notes.

     "Comparable Treasury Price" means (1) the average of five Reference
Treasury Dealer Quotations (as defined below) for such Calculation Date, after
excluding the highest and lowest Reference Treasury Dealer Quotations, or (2)
if the Calculation Agent obtains fewer than five such Reference Treasury
Dealer Quotations, the average of all such quotations.

     "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer (as defined below) and any Calculation Date, the
average, as determined by the Calculation Agent, of the bid and asked prices
for the Comparable Treasury Issue (expressed in each case as a percentage of
its principal amount) quoted in writing to the Calculation Agent at 5:00 p.m.,
New York City time, on the Calculation Date.

     "Reference Treasury Dealer" means (1) Morgan Stanley & Co. Incorporated
and its successors, provided, however, that if the foregoing shall cease to be
a primary U.S. government securities dealer in New York City (a "Primary
Treasury Dealer"), the Issuer shall substitute therefor another Primary
Treasury Dealer, and (2) any other Primary Treasury Dealer selected by the
Calculation Agent after consultation with the Issuer.

     "Calculation Agent" means Morgan Stanley & Co. Incorporated, or if that
firm is unwilling or unable to select the Comparable Treasury Issue, an
investment banking institution of national standing appointed by the Trustee
after consultation with the Issuer.

     This Registered Global Security and all 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 Registered Global Security, and any Registered Global Security or
Registered Global Securities issued upon transfer or exchange hereof, is
issuable only in fully registered form, without coupons, and in denominations
of U.S.$1,000 and any integral multiple of U.S.$1,000 in excess thereof.

     The Trustee has been appointed registrar for the Notes, and the Trustee
will maintain at its office in the Borough of Manhattan, The City of New York,
a register for the registration and transfer of Notes. Subject to the
limitations, terms and conditions set forth herein and in the Senior
Indenture, this Registered Global Security may be transferred at the aforesaid
office of the Trustee by



                                       5

<PAGE>

surrendering this Registered Global Security for cancellation, and thereupon
the Issuer shall execute and the Trustee shall authenticate and deliver in the
name of the transferee or transferees, in exchange herefor, a new Registered
Global Security or Registered Global Securities having identical terms and
provisions and having a like aggregate principal amount in authorized
denominations. Upon the occurrence of certain events specified in Section 2.08
of the Senior Indenture, this Registered Global Security is exchangeable at
the office of the Trustee for definitive registered Notes without coupons of
authorized denominations in an equal aggregate principal amount and having
identical terms and provisions as the surrendered Registered Global Security.

     All Registered Global Securities surrendered for transfer or exchange
shall be duly endorsed by, or be accompanied by a written instrument or
instruments of transfer in form satisfactory to, the Issuer and the Trustee
and executed by the registered Holder or by the Holder's attorney duly
authorized in writing. The Issuer may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any such exchange or registration of transfer.

     In case an Event of Default, as defined in the Senior Indenture, with
respect to the Notes shall have occurred and be continuing, the principal
hereof may be declared, and upon such declaration shall become, due and
payable, in the manner, with the effect and subject to the conditions provided
in the Senior Indenture.

     The Senior Indenture contains provisions permitting the Issuer and the
Trustee, with the consent of the Holders of not less than a majority in
aggregate principal amount of the Securities of all series issued under such
Senior Indenture then Outstanding and affected, voting as one class, to add
any provisions to, or change in any manner or eliminate any of the provisions
of, such Senior Indenture or modify in any manner the rights of the Holders of
the Securities of each series so affected; provided that the Issuer and the
Trustee may not, without the consent of the Holder of each outstanding
Security affected thereby, (i) extend the final maturity of any 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 reduce the
amount of any original issue discount security payable upon acceleration or
provable in bankruptcy, or impair or affect the rights of any Holder to
institute suit for the payment thereof or (ii) reduce the aforesaid percentage
in principal amount of Securities of any series issued under such Senior
Indenture, the consent of the Holders of which is required for any such
modification. It is also provided in the Senior Indenture that, with respect
to certain defaults or Events of Default regarding the Securities of any
series, prior to any declaration accelerating the maturity of such Securities,
the Holders of a majority in aggregate principal amount Outstanding of the
Securities of all series with respect to which an Event of Default shall have
occurred and be continuing (voting as a single class) may, on behalf of the
Holders of all such Securities, waive any such past default or Event of
Default and its consequences. The preceding sentence shall not, however, apply
to any default in the payment of the principal of or interest on any of the
Securities. Any such consent or waiver by the Holder of this Registered Global
Security (unless revoked as provided in the Senior Indenture) shall be
conclusive and binding upon such Holder and upon all future Holders and owners
of this Registered Global Security and any Securities which may be



                                       6

<PAGE>

issued in exchange or substitution herefor or on registration of transfer
hereof, irrespective of whether or not any notation thereof is made upon this
Registered Global Security or such other Securities.

     No provision of this Registered Global Security 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 Registered Global Security 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 Registered Global Security.

     The Issuer, the Trustee and any agent of the Issuer or the Trustee may
deem and treat the registered Holder hereof as the absolute owner of this
Registered Global Security (whether or not this Registered Global Security
shall be overdue and notwithstanding any notation of ownership or other
writing hereon), for the purpose of receiving payment of, or on account of,
the principal hereof and, subject to the provisions on the face hereof,
interest hereon, and for all other purposes, and none of the Issuer, the
Trustee or any agent of the Issuer or the Trustee shall be affected by any
notice to the contrary.

     No recourse under or upon any obligation, covenant or agreement of the
Issuer in the Senior Indenture or any indenture supplemental thereto or in any
Security, or because of the creation of any indebtedness represented thereby,
shall be had against any incorporator, stockholder, 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, under any
rule of law, statute or constitutional provision or by the enforcement of
penalty or assessment or by any legal or equitable proceeding or otherwise,
all such liability being expressly waived and released by the acceptance
hereof and as part of the consideration for the issue hereof.

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

     All terms used in this Registered Global Security, which are defined in
the Senior Indenture and not otherwise defined herein, shall have the meanings
assigned to them in the Senior Indenture.

     Unless the certificate of authentication hereon has been executed by the
Trustee by manual signature, this Registered Global Security shall not be
entitled to any benefit under the Senior Indenture or be valid or obligatory
for any purpose.



                                       7

<PAGE>

     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
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 Registered Global Security, and all rights thereunder, hereby
irrevocably constituting and appointing


------------------------------------------------------------------------------
attorney to transfer such security on the books of the Issuer, with full power
of substitution in the premises.


Dated:                                 Signature:
        ------------------------                 ------------------------------

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



                                       8