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                                                                   EXHIBIT 10.35

              AMENDMENT TO SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

     Morgan Stanley & Co. Incorporated. (the "Corporation"), acting pursuant to
the authority delegated to it by Morgan Stanley Dean Witter & Co., hereby amends
the Morgan Stanley Dean Witter & Co. Supplemental Executive Retirement Plan, as
amended (the "SERP"), as follows:

     1.   Effective as the dates specified herein, Appendix C of the SERP is
     amended, by adding the following paragraphs to the end thereof:

"Graystone Partners.  Effective November 1, 1999, with respect to Louise Wasso
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     Jonikas and David B. Horn, the term Credited Service shall include such
     individual's service with Graystone Partners L.P. ("Graystone") for
     purposes of determining such individual's eligibility to participate in the
     Plan pursuant to Paragraph III, but not for purposes of determining
     benefits pursuant to Paragraph IV of the Plan and shall include such
     individual's service with the Corporation prior to her or his service with
     Graystone for purposes of determining her or his eligibility to participate
     in the Plan pursuant to Paragraph III and for purposes of determining
     benefits pursuant to Paragraph IV of the Plan.

"Weyerhaeuser Corporation.  Effective April 13, 2000, with respect to each
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     former employee of the Weyerhaeuser Corporation ("Weyerhaeuser") who is
     hired by a Employer as of April 14, 2000 to work in the business of Morgan
     Stanley Dean Witter Alternative Investment Partners, the term Credited
     Service shall include such individual's service with Weyerhaeuser for
     purposes of determining such individual's eligibility to participate in the
     Plan pursuant to Paragraph III, but not for purposes of determining
     benefits pursuant to Paragraph IV of the Plan .

          "Dean Witter Financial Advisors.  Notwithstanding any provision of the
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          ESOP to the contrary, effective January 1, 2000, an Employee shall not
          include an employee of Dean Witter Reynolds Inc. who is a Financial
          Advisor licensed under state law as a Morgan Stanley & Co.
          Incorporated employee in order to provide commercial brokerage
          mortgage services, regardless of such employee's classification for
          other purposes of the Corporation."

2.     Effective January 1, 2000, Paragraph IV B. of the SERP is amended by
     adding the following sentence to the end of the first paragraph thereof:

"In addition to any reduction pursuant to the preceding sentence, effective
     January 1, 2000, the payments to which a Participant is entitled under
     Paragraph IV A shall also be reduced by the benefits which the Participant
     is entitled to receive under the terms of any other pension or retirement
     plan that replaces a defined benefit or

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     money purchase plan described in the preceding sentence or that acts as the
     primary retirement plan of an employer (including a division of an
     employer)."

     3.   Effective November 1, 2000, the first paragraph of Paragraph V of
     the SERP shall be redesignated as subparagraph A. of Paragraph V and new
     subparagraphs B. and C. shall be added following such first paragraph to
     read as follows:

          "B.  Hearing Panel.  Notwithstanding the foregoing, effective November
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          1, 2000, the following provisions of this Paragraph V B. shall provide
          the exclusive rules relating to claims for benefits under the Plan.

                "(i)  Claims and Inquiries. All claims for benefits and all
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          inquiries concerning the Plan shall be submitted to the Plan
          Administrator at such address as the Plan Administrator shall
          designate from time to time.  Claims for benefits must be in writing
          on the form prescribed by the Plan Administrator and must be signed by
          the person or persons indicated on such form.  For purposes of this
          Paragraph V B., the term "Plan Administrator" shall mean the Committee
          (or any delegate of such Committee) appointed under the Morgan Stanley
          & Co. Incorporated Pension Plan or any successor to such plan.

                "(ii)  Denial of Claims.  In the event any claim for benefits is
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          denied, in whole or in part, the Plan Administrator shall notify the
          claimant of such denial in writing and shall advise the claimant of
          his right to a review thereof.  Such written notice shall set forth,
          in a manner calculated to be understood by the claimant, the specific
          reason or reasons for the denial, specific reference to the pertinent
          Plan provisions upon which the denial is based, a description of any
          additional information or material that is necessary for the claimant
          to perfect his claim for benefits, an explanation of why such
          information or material is necessary and an explanation of the Plan's
          review procedure.  Such written notice shall be furnished to the
          claimant within 90 days after the Plan Administrator receives the
          claim, unless special circumstances require an extension of time for
          processing the claim.  In no event shall such an extension exceed a
          period of 90 days from the end of the initial 90-day period; if such
          an extension is required, written notice thereof shall be furnished to
          the claimant before the end of the initial 90-day period.  Such notice
          shall indicate the special circumstances requiring an extension of
          time and the date by which the Plan Administrator expects to render a
          decision.  If written notice of the denial of the claim for benefits
          is not furnished within the time specified in this Section, the claim
          shall be deemed denied and the claimant shall be permitted to appeal
          such denial in accordance with the review procedure described in
          subparagraph (iv) below.

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                "(iii)  The Hearing Panel.  The Board of Directors shall
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          appoint a "Hearing Panel," which shall consist of three or more
          individuals who may (but need not) be employees of the Corporation.
          The Hearing Panel shall be the named fiduciary that shall have the
          authority to act with respect to any appeal from the denial of a claim
          for benefits under the Plan. The Hearing Panel may adopt such rules
          and procedures, consistent with ERISA and the Plan, as it deems
          necessary or appropriate in carrying out its responsibilities under
          this Section. The Hearing Panel may delegate some or all of its
          rights, privileges and duties to such person(s) as it may choose; to
          the extent of such a delegation all references in this Section to the
          Hearing Panel shall be deemed to be references to such person(s).

                "(iv)  Appeals from Claim Denials.  Any person whose claim for
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          benefits is denied, in whole or in part, or such person's duly
          authorized representative, may appeal from such denial by submitting a
          request for review of the claim to the Hearing Panel within six months
          after receiving the written notice of denial from the Plan
          Administrator (or, in the case of a deemed denial, within six months
          after the claim is deemed denied).  The Plan Administrator shall give
          the claimant (or his representative) an opportunity to review
          pertinent documents (except legally privileged materials) and to
          submit issues and comments in writing.  A request for review shall be
          in writing and shall be submitted to the Hearing Panel at such address
          as the Plan Administrator shall designate from time to time.  The
          request for review shall set forth all of the grounds on which it is
          based, all facts in support thereof and any other matters that the
          claimant deems pertinent.  The Hearing Panel may require the claimant
          (or his representative) to submit such additional facts, documents or
          other material as it deems necessary or appropriate in making its
          review.

                "(v)  Decision on Review.  The Hearing Panel shall act upon a
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          request for review within 60 days after receipt thereof, unless
          special circumstances require an extension of time for processing, in
          which event a decision shall be rendered not more than 120 days after
          the receipt of the request for review. If such an extension is
          required, written notice thereof shall be furnished to the claimant
          (or his representative) before the end of the initial 60-day period.
          The Hearing Panel shall give written notice of its decision to the
          claimant (or his representative) and to the Plan Administrator. In the
          event that the Hearing Panel confirms the denial of the claim for
          benefits in whole or in part, such notice shall set forth, in a manner
          calculated to be understood by the claimant, the specific reason or
          reasons for the denial and specific reference to the pertinent Plan
          provisions upon which such denial is based. If written notice of the
          Hearing Panel's decision is not given to the claimant (or his
          representative) within the time prescribed in this subparagraph (v),
          the claim shall be deemed denied on review.

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                "(vi)  Exhaustion of Administrative Remedies.  No legal or
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          equitable action for benefits under the Plan shall be brought unless
          and until the claimant (I) has submitted a written claim for benefits
          in accordance with paragraph (i) of this Paragraph V B., (II) has been
          notified that the claim has been denied (or the claim is deemed denied
          as provided in subparagraph (ii) above), (III) has filed a written
          request for a review of the claim in accordance with subparagraph (iv)
          of this Paragraph V B. and (IV) has been notified in writing that the
          Hearing Panel has affirmed the denial of the claim (or the claim is
          deemed denied on review as provided in subparagraph (v) above). In
          addition, no legal or equitable action for benefits under the Plan may
          be brought after the earliest of (I) six months after the Hearing
          Panel has affirmed the denial of the claim (or the claim is deemed
          denied on review as provided in subparagraph (v) above), (II) three
          years after the date the claimant's benefits under the Plan commenced,
          or (III) the end of the otherwise applicable statute of limitations
          period.

                "(vii)  Authority of Hearing Panel.  The Hearing Panel shall
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          have the discretionary authority to interpret and construe the terms
          of the Plan and to determine eligibility for and entitlement to Plan
          benefits in accordance with the terms of the Plan. Any reasonable
          construction or interpretation of the Plan's terms or determination
          made by the Hearing Panel as to eligibility or entitlements, adopted
          in good faith, shall be final and binding upon the Corporation, all
          participating employers, employees, participants, spouses, surviving
          spouses, their affiliates and their heirs, successors and assigns."

          "C.  Indemnification. To the fullest extent permitted by law, the
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          Corporation will indemnify and save harmless each member of the
          Committee, each member of the Hearing Panel and each other person to
          whom fiduciary responsibilities are delegated under the terms of the
          Plan against any cost or expense (including attorneys' fees) or
          liability (including any sum paid in settlement of a claim with the
          approval of the Corporation) arising out of any act or omission to act
          as a member of the Committee or the Hearing Panel or as a delegate,
          except (i) in the case of willful misconduct or lack of good faith or
          (ii) with respect to any person who is not an employee, officer or
          director of the Corporation or an affiliate.  This Subparagraph C.
          shall not supersede any separate agreement or contract between the
          Corporation or an affiliate or the Plan and any person to whom
          fiduciary responsibilities are delegated."

     4.   Effective November 1, 2000, Paragraph V A. of the SERP, as amended
herein, is further amended by adding at the beginning of the second sentence
thereof the phrase, "Except as otherwise specified in subparagraph (vii) of
Paragraph V B.," and by adding

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at the beginning of the third sentence thereof the phrase, "Subject to
subparagraph (vii) of Paragraph V B.,"

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     IN WITNESS WHEREOF, the Company has caused this Amendment to be executed on
its behalf as of the 1st day of November, 2000.


                                MORGAN STANLEY & CO. INC.


                                By:   /s/ Michael T. Cunningham
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