As filed with the Securities and Exchange Commission on March 28, 2002
                                        Registration Statement No. 333-
------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                        FORM S-8 REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933

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

                       MORGAN STANLEY DEAN WITTER & CO.
            (Exact name of registrant as specified in its charter)

          Delaware                                     36-3145972
          --------                                     ----------
(State or other jurisdiction of            (IRS Employer Identification Number)
 incorporation or organization)

                                 1585 Broadway
                           New York, New York 10036
                           -------------------------
         (Address of principal executive offices, including zip code)

       DEAN WITTER START PLAN (SAVING TODAY AFFORDS RETIREMENT TOMORROW)
                           (Full title of the plan)

                               Ronald T. Carman
                        Assistant Secretary and Counsel
                       Morgan Stanley Dean Witter & Co.
                                 1585 Broadway
                           New York, New York 10036
                                (212) 761-4000
           (Name, address and telephone number of agent for service)

                                --------------
<TABLE>
<CAPTION>

                        Calculation of Registration Fee
-------------------------------------------------------------------------------------------------------------------------------
                                                           Proposed Maximum
     Title of Securities to be         Amount to be        Offering Price Per          Proposed Maximum          Amount of
            Registered                 Registered(1)            Share(2)           Aggregate Offering Price   Registration Fee
-------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                 <C>                     <C>                        <C>
 Common Stock, par                       5,000,000              $55.57                   $277,850,000          $25,562.20
 value $.01 per share(3)                  shares
-------------------------------------------------------------------------------------------------------------------------------
 Interests in the Plan                      (4)                 N/A                          N/A                   N/A
-------------------------------------------------------------------------------------------------------------------------------

</TABLE>

(1) There are also registered hereby such indeterminate number of shares of
Common Stock as may become issuable by reason of the anti-dilution provisions
of the plan. No additional registration fee is included for these shares.

(2) Estimated pursuant to Rule 457(h) solely for purposes of calculating the
amount of the registration fee based upon the average of the high and low
prices reported for the shares on the New York Stock Exchange on March 25,
2002.

(3) This Registration Statement also covers the associated preferred stock
purchase rights (the "Rights") issued pursuant to a Rights Agreement, dated as
of April 25, 1995, amended as of February 4, 1997 and as of June 15, 1999,
between the Registrant and JPMorgan Chase Bank, as Rights Agent. Prior to the
occurrence of certain events, the Rights will not be exercisable or evidenced
separately from the Registrant's Common Stock.

(4) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the Plan described herein.



<PAGE>


                               EXPLANATORY NOTE


         This Registration Statement relates to the Dean Witter START Plan
(Saving Today Affords Retirement Tomorrow) (the "Plan") and the offer and sale
of the Common Stock, par value $0.01 per share (the "Common Stock"), of Morgan
Stanley Dean Witter & Co. (the "Registrant") pursuant to the Plan, together
with an indeterminable amount of interests in the Plan as may be purchased
with contributions under the Plan.


                                      2
<PAGE>

                                    PART I
             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents containing information specified in Part I (plan
information and registrant information) will be sent or given to employees as
specified by Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission (the "Commission") either as part of this
registration statement or as prospectuses or prospectus supplements pursuant
to Rule 424. These documents and the documents incorporated by reference in
this registration statement pursuant to Item 3 of Part II of this form taken
together constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933.


                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The Registrant hereby incorporates the following documents herein by
reference:

(a)      the Registrant's Annual Report on Form 10-K for the fiscal year ended
November 30, 2001;

(b)      the Registrant's Current Reports on Form 8-K dated December 19, 2001
and March 26, 2002;

(c)      the description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 10 filed with the Commission
pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), on January 15, 1993, as amended by the description contained
in the Registrant's Forms 8 dated February 11, February 21 and February 22,
1993;

(d)      the description of the Registrant's Shareholder Rights Plan (the
"Rights Agreement") contained in the Registrant's Registration Statement on
Form 8-A filed with the Commission pursuant to Section 12 of the Exchange Act
and dated April 25, 1995, as amended by Form 8-A/A dated May 4, 1995 and June
29, 1999;

(e)      Amendment, dated February 4, 1997, to the Rights Agreement
(incorporated by reference to Exhibit 4.1 to the Registrant's Current Report
on Form 8-K dated February 4, 1997); and

(f)      Second Amendment, dated June 15, 1999, to the Rights Agreement
(incorporated by reference to Exhibit 4.1 to the Registrant's Current Report
on Form 8-K dated June 15, 1999).

All documents subsequently filed by the Registrant pursuant to Section 13(a),
Section 13(c), Section 14 and Section 15(d) of the Exchange Act prior to the
filing of a post-effective amendment to this Registration Statement that
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed incorporated herein by
reference from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

Item 4.  Description of Securities.

         Not required.


                                      3
<PAGE>


Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Article VIII of the Amended and Restated Certificate of Incorporation
of the Registrant ("Certificate of Incorporation") and Section 6.07 of the
Amended and Restated By-Laws of the Registrant ("By-Laws"), each as amended to
date, provide for the indemnification of the Registrant's directors and
officers. The Certificate of Incorporation provides that any person who is or
was a director or officer of the Registrant shall be indemnified by the
Registrant to the fullest extent permitted from time to time by applicable
law. In addition, the By-Laws provide that each person who was or is made a
party or is threatened to be made a party to or is involved in any matter in
any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that
he or she or a person of whom he or she is the legal representative is or was
a director or officer of the Registrant or a director or elected officer of a
corporation, a majority of the capital stock (other than directors' qualifying
shares) of which is owned directly or indirectly by the Registrant (a
"Subsidiary"), shall be indemnified and held harmless by the Registrant to the
fullest extent permitted by applicable law. The right to indemnification under
the By-Laws includes the right to be paid the expenses incurred in connection
with any proceeding in advance of its final disposition upon receipt (unless
the Registrant upon authorization of the Board of Directors waives said
requirement to the extent permitted by applicable law) of an undertaking by or
on behalf of such person to repay such amount if it shall ultimately be
determined that such person is not entitled to be indemnified by the
Registrant.

         The Registrant's By-Laws also provide that the Registrant may, to the
extent authorized from time to time by the Board of Directors, provide rights
to indemnification, and rights to be paid by the Registrant the expenses
incurred in defending any proceeding in advance of its final disposition, to
any person who is or was an employee or agent (other than a director or
officer) of the Registrant or a Subsidiary and to any person who is or was
serving at the request of the Registrant or a Subsidiary as a director,
officer, partner, member, employee or agent of another corporation,
partnership, limited liability company, joint venture, trust or other
enterprise, including service with respect to employee benefit plans
maintained or sponsored by the Registrant or a Subsidiary, to the same scope
and effect as the foregoing indemnification of directors and officers of the
Registrant.

         Under the By-Laws, the Registrant has the power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
partner, member, employee or agent of the Registrant or Subsidiary, or of
another corporation, partnership, limited liability company, joint venture,
trust or other enterprise, against any expense, liability or loss whether or
not the Registrant or a Subsidiary would have the power to indemnify that
person against such expense, liability or loss under the provisions of
applicable law.

         The Registrant has in effect insurance policies in the amount of $125
million for general officers' and directors' liability insurance and $25
million for fiduciary liability insurance covering all of the Registrant's
directors and officers in certain instances where by law they may not be
indemnified by the Registrant.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The following exhibits are filed as part of this Registration
Statement:


                                      4
<PAGE>

4.1      Dean Witter START Plan (Saving Today Affords Retirement Tomorrow)
         (amended and restated, effective as of January 1, 2002). Filed as
         Exhibit 10.15 to the Registrant's Annual Report on Form 10-K for the
         fiscal year ended November 30, 2001 and incorporated herein by
         reference.
4.2      Amended and Restated Certificate of Incorporation, as amended to
         date. Filed as Exhibit 3.1 to the Registrant's Annual Report on Form
         10-K for the year ended November 30, 2001 and incorporated herein by
         reference.
4.3      Amended and Restated By-Laws. Filed as Exhibit 3.2 to the Registrant's
         Annual Report on Form 10-K for the year ended November 30, 2001 and
         incorporated herein by reference.
4.4      Rights Agreement dated as of April 25, 1995 between the Registrant
         and Chemical Bank, as rights agent, which includes as Exhibit B
         thereto the Form of Rights Certificate. Filed as Exhibit 1 to the
         Registrant's Registration Statement on Form 8-A dated April 25, 1995
         and incorporated by reference herein.
4.5      Amendment dated as of February 4, 1997 to the Rights Agreement
         between the Registrant and JPMorgan Chase Bank (formerly Chemical
         Bank), as rights agent. Filed as Exhibit 4.1 to the Registrant's
         Current Report on Form 8-K dated February 4, 1997 and incorporated
         herein by reference.
4.6      Second Amendment, dated June 15, 1999, to the Rights Agreement
         between the Registrant and JPMorgan Chase Bank (formerly The Chase
         Manhattan Bank) as rights agent. Filed as Exhibit 4.1 to the
         Registrant's Current Report on Form 8-K dated June 15, 1999 and
         incorporated herein by reference.
5.1      Opinion of Sidley Austin Brown & Wood LLP.
5.2      The Registrant hereby undertakes to cause the Plan Sponsor to submit
         the Plan to the Internal Revenue Service (the "IRS") on a timely
         basis after the effective date of this Registration Statement, and
         to make all changes required by the IRS in order to qualify the
         Plan.
23.1     Consent of Deloitte & Touche LLP.
23.2     Consent of Sidley Austin Brown & Wood LLP (included as part of
         Exhibit 5.1).
24.1     Powers of Attorney (included in Part II of the Registration Statement
         under the caption "Signatures").

Item 9.  Undertakings.

(a)      The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

             (i)  To include any prospectus required by Section 10(a)(3) of the
         Securities Act of 1933;

             (ii) To reflect in the prospectus any facts or events
         arising after the effective date of the Registration Statement (or
         the most recent post-effective amendment thereof) which, individually
         or in the aggregate, represent a fundamental change in the
         information set forth in the Registration Statement. Notwithstanding
         the foregoing, any increase or decrease in the volume of securities
         offered (if the total dollar value of securities offered would not
         exceed that which was registered) and any deviation from the high or
         low end of the estimated maximum offering range may be reflected in
         the form of a prospectus filed with the Commission pursuant to Rule
         424(b) if, in the aggregate, the changes in volume and price
         represent no more than a 20% change in the maximum aggregate offering
         price set forth in the "Calculation of Registration Fee" table in the
         effective registration statement; and

           (iii) To include any material information with respect to
         the plan of distribution not previously disclosed in the Registration
         Statement or any material change to such information in the
         Registration Statement;

         provided, however, that paragraphs (a)(1)(i) and (ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement;


                                      5
<PAGE>


         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and

         (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b)      The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

(c)      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by a final adjudication of such issue.


                                      6
<PAGE>
                                 SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all the requirements for filing this Registration Statement on
Form S-8 and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in The City of New York,
State of New York, on this 28th day of March, 2002.


                               MORGAN STANLEY DEAN WITTER & CO.
                               (Registrant)

                               By:     /s/  Philip J. Purcell
                                  --------------------------------
                               Name:    Philip J. Purcell
                               Title:   Chairman of the Board and
                                        Chief Executive Officer


                               POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature
appears below hereby constitutes and appoints Robert G. Scott, Ronald T.
Carman, Ralph L. Pellechio, Martin M. Cohen and William J. O'Shaughnessy, Jr.,
and each of them singly, his or her true and lawful attorney-in-fact and agent
with full power of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities, to sign any and all
amendments, including post-effective amendments, to this Registration
Statement (any of which amendments may make such changes and additions to this
Registration Statement as such attorneys-in-fact may deem necessary or
appropriate) and to file the same, with all exhibits thereto, and any other
documents that may be required in connection therewith, granting unto said
attorneys-in-fact and agents full power and authority to be done in and about
the premises, as fully to all intents and purposes as he or she might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or their substitutes, may lawfully do or cause to be done by
virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities indicated on this 28th day of March, 2002.

                Signature                                      Title
                ---------                                      ------

        /s/  Philip J. Purcell                       Chairman of the Board and
-------------------------------------                 Chief Executive Officer
             Philip J. Purcell


       /s/  Robert G. Scott                  President, Chief Operating Officer
-------------------------------------                   and Director
            Robert G. Scott

       /s/  Stephen S. Crawford              Executive Vice President and Chief
-------------------------------------                Financial Officer
            Stephen S. Crawford                 (Principal Financial Officer)

      /s/  Joanne Pace                                    Controller
-------------------------------------           (Principal Accounting Officer)
           Joanne Pace


     /s/  Robert P. Bauman                                  Director
-------------------------------------
          Robert P. Bauman

                                      7
<PAGE>
                Signature                                      Title
                ---------                                      ------

     /s/  Edward A. Brennan                                 Director
--------------------------------------
          Edward A. Brennan

    /s/  John E. Jacob                                      Director
--------------------------------------
         John E. Jacob

   /s/  C. Robert Kidder                                    Director
---------------------------------------
        C. Robert Kidder

   /s/  Charles F. Knight                                   Director
---------------------------------------
        Charles F. Knight

   /s/  John W. Madigan                                      Director
---------------------------------------
        John W. Madigan

  /s/   Miles L. Marsh                                       Director
---------------------------------------
        Miles L. Marsh

  /s/   Michael A. Miles                                     Director
---------------------------------------
        Michael A. Miles

  /s/   Laura D'Andrea Tyson                                 Director
---------------------------------------
        Laura D'Andrea Tyson



                                      8
<PAGE>


         The Plan. Pursuant to the requirements of the Securities Act of 1933,
as amended, the administrator of the Dean Witter START Plan (Saving Today
Affords Retirement Tomorrow) has duly caused this Registration Statement on
Form S-8 to be signed on the Plan's behalf by the undersigned, thereunto duly
authorized, in The City of New York and State of New York, on this 28th day of
March, 2002.

                                      Dean Witter START Plan (Saving Today
                                      Affords Retirement Tomorrow)


                                      By:  /s/ Michael T. Cunningham
                                         -----------------------------------
                                         Name:   Michael T. Cunningham
                                         Title:  Director of Human Resources





                                      9
<PAGE>

                                 EXHIBIT INDEX

Exhibit
Number
-------

4.1      Dean Witter START Plan (Saving Today Affords Retirement Tomorrow)
         (amended and restated, effective as of January 1, 2002). Filed as
         Exhibit 10.15 to the Registrant's Annual Report on Form 10-K for the
         fiscal year ended November 30, 2001 and incorporated herein by
         reference.
4.2      Amended and Restated Certificate of Incorporation, as amended to
         date. Filed as Exhibit 3.1 to the Registrant's Annual Report on Form
         10-K for the year ended November 30, 2001 and incorporated herein by
         reference.
4.3      Amended and Restated By-Laws.  Filed as Exhibit 3.2 to the
         Registrant's Annual Report on Form 10-K for the year ended
         November 30, 2001 and incorporated herein by reference.
4.4      Rights Agreement dated as of April 25, 1995 between the Registrant
         and Chemical Bank, as rights agent, which includes as Exhibit B
         thereto the Form of Rights Certificate. Filed as Exhibit 1 to the
         Registrant's Registration Statement on Form 8-A dated April 25, 1995
         and incorporated by reference herein.
4.5      Amendment dated as of February 4, 1997 to the Rights Agreement
         between the Registrant and The Chase Manhattan Bank (as successor to
         Chemical Bank), as rights agent. Filed as Exhibit 4.1 to the
         Registrant's Current Report on Form 8-K dated February 4, 1997 and
         incorporated herein by reference.
4.6      Second Amendment, dated June 15, 1999, to the Rights Agreement
         between the Registrant and JPMorgan Chase Bank (as successor to The
         Chase Manhattan Bank) as rights agent. Filed as Exhibit 4.1 to the
         Registrant's Current Report on Form 8-K dated June 15, 1999 and
         incorporated herein by reference.
5.1      Opinion of Sidley Austin Brown & Wood LLP.
5.2      The Registrant hereby undertakes to cause the Plan Sponsor to submit
         the Plan to the Internal Revenue Service (the "IRS") on a timely
         basis after the effective date of this Registration Statement, and
         to make all changes required by the IRS in order to qualify the
         Plan.
23.1     Consent of Deloitte & Touche LLP.
23.2     Consent of Sidley Austin Brown & Wood LLP (included as part of
         Exhibit 5.1).
24.1     Powers of Attorney (included in Part II of the Registration Statement
         under the caption "Signatures").


                                     E-1
[{"type": "S-8", "sequence": "1", "filename": "efc2-0325_5153687fms8.txt", "description": "MORGAN STANLEY DEAN WITTER", "secsgml_size_bytes": 26764}]
{"company-data": {"conformed-name": "MORGAN STANLEY DEAN WITTER & CO", "cik": "0000895421", "assigned-sic": "6199", "irs-number": "363145972", "state-of-incorporation": "DE", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-85150", "film-number": "02591894"}, "business-address": {"street1": "1585 BROADWAY", "city": "NEW YORK", "state": "NY", "zip": "10036", "phone": "2127614000"}, "mail-address": {"street1": "1221 SIXTH AVENUE", "street2": "27TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10020"}, "former-company": {"former-conformed-name": "DEAN WITTER DISCOVER & CO", "date-changed": "19960315"}}
As filed with the Securities and Exchange Commission on March 28, 2002
                                        Registration Statement No. 333-
------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                        FORM S-8 REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933

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

                       MORGAN STANLEY DEAN WITTER & CO.
            (Exact name of registrant as specified in its charter)

          Delaware                                     36-3145972
          --------                                     ----------
(State or other jurisdiction of            (IRS Employer Identification Number)
 incorporation or organization)

                                 1585 Broadway
                           New York, New York 10036
                           -------------------------
         (Address of principal executive offices, including zip code)

       DEAN WITTER START PLAN (SAVING TODAY AFFORDS RETIREMENT TOMORROW)
                           (Full title of the plan)

                               Ronald T. Carman
                        Assistant Secretary and Counsel
                       Morgan Stanley Dean Witter & Co.
                                 1585 Broadway
                           New York, New York 10036
                                (212) 761-4000
           (Name, address and telephone number of agent for service)

                                --------------
Calculation of Registration Fee
-------------------------------------------------------------------------------------------------------------------------------
                                                           Proposed Maximum
     Title of Securities to be         Amount to be        Offering Price Per          Proposed Maximum          Amount of
            Registered                 Registered(1)            Share(2)           Aggregate Offering Price   Registration Fee
-------------------------------------------------------------------------------------------------------------------------------
Common Stock, par                       5,000,000              $55.57                   $277,850,000          $25,562.20
 value $.01 per share(3)                  shares
-------------------------------------------------------------------------------------------------------------------------------
 Interests in the Plan                      (4)                 N/A                          N/A                   N/A
-------------------------------------------------------------------------------------------------------------------------------
(1) There are also registered hereby such indeterminate number of shares of
Common Stock as may become issuable by reason of the anti-dilution provisions
of the plan. No additional registration fee is included for these shares.

(2) Estimated pursuant to Rule 457(h) solely for purposes of calculating the
amount of the registration fee based upon the average of the high and low
prices reported for the shares on the New York Stock Exchange on March 25,
2002.

(3) This Registration Statement also covers the associated preferred stock
purchase rights (the "Rights") issued pursuant to a Rights Agreement, dated as
of April 25, 1995, amended as of February 4, 1997 and as of June 15, 1999,
between the Registrant and JPMorgan Chase Bank, as Rights Agent. Prior to the
occurrence of certain events, the Rights will not be exercisable or evidenced
separately from the Registrant's Common Stock.

(4) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the Plan described herein.
EXPLANATORY NOTE

         This Registration Statement relates to the Dean Witter START Plan
(Saving Today Affords Retirement Tomorrow) (the "Plan") and the offer and sale
of the Common Stock, par value $0.01 per share (the "Common Stock"), of Morgan
Stanley Dean Witter & Co. (the "Registrant") pursuant to the Plan, together
with an indeterminable amount of interests in the Plan as may be purchased
with contributions under the Plan.

                                      2
PART I
             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents containing information specified in Part I (plan
information and registrant information) will be sent or given to employees as
specified by Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission (the "Commission") either as part of this
registration statement or as prospectuses or prospectus supplements pursuant
to Rule 424. These documents and the documents incorporated by reference in
this registration statement pursuant to Item 3 of Part II of this form taken
together constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933.

                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The Registrant hereby incorporates the following documents herein by
reference:

(a)      the Registrant's Annual Report on Form 10-K for the fiscal year ended
November 30, 2001;

(b)      the Registrant's Current Reports on Form 8-K dated December 19, 2001
and March 26, 2002;

(c)      the description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 10 filed with the Commission
pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), on January 15, 1993, as amended by the description contained
in the Registrant's Forms 8 dated February 11, February 21 and February 22,
1993;

(d)      the description of the Registrant's Shareholder Rights Plan (the
"Rights Agreement") contained in the Registrant's Registration Statement on
Form 8-A filed with the Commission pursuant to Section 12 of the Exchange Act
and dated April 25, 1995, as amended by Form 8-A/A dated May 4, 1995 and June
29, 1999;

(e)      Amendment, dated February 4, 1997, to the Rights Agreement
(incorporated by reference to Exhibit 4.1 to the Registrant's Current Report
on Form 8-K dated February 4, 1997); and

(f)      Second Amendment, dated June 15, 1999, to the Rights Agreement
(incorporated by reference to Exhibit 4.1 to the Registrant's Current Report
on Form 8-K dated June 15, 1999).

All documents subsequently filed by the Registrant pursuant to Section 13(a),
Section 13(c), Section 14 and Section 15(d) of the Exchange Act prior to the
filing of a post-effective amendment to this Registration Statement that
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed incorporated herein by
reference from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

Item 4.  Description of Securities.

         Not required.

                                      3
Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Article VIII of the Amended and Restated Certificate of Incorporation
of the Registrant ("Certificate of Incorporation") and Section 6.07 of the
Amended and Restated By-Laws of the Registrant ("By-Laws"), each as amended to
date, provide for the indemnification of the Registrant's directors and
officers. The Certificate of Incorporation provides that any person who is or
was a director or officer of the Registrant shall be indemnified by the
Registrant to the fullest extent permitted from time to time by applicable
law. In addition, the By-Laws provide that each person who was or is made a
party or is threatened to be made a party to or is involved in any matter in
any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that
he or she or a person of whom he or she is the legal representative is or was
a director or officer of the Registrant or a director or elected officer of a
corporation, a majority of the capital stock (other than directors' qualifying
shares) of which is owned directly or indirectly by the Registrant (a
"Subsidiary"), shall be indemnified and held harmless by the Registrant to the
fullest extent permitted by applicable law. The right to indemnification under
the By-Laws includes the right to be paid the expenses incurred in connection
with any proceeding in advance of its final disposition upon receipt (unless
the Registrant upon authorization of the Board of Directors waives said
requirement to the extent permitted by applicable law) of an undertaking by or
on behalf of such person to repay such amount if it shall ultimately be
determined that such person is not entitled to be indemnified by the
Registrant.

         The Registrant's By-Laws also provide that the Registrant may, to the
extent authorized from time to time by the Board of Directors, provide rights
to indemnification, and rights to be paid by the Registrant the expenses
incurred in defending any proceeding in advance of its final disposition, to
any person who is or was an employee or agent (other than a director or
officer) of the Registrant or a Subsidiary and to any person who is or was
serving at the request of the Registrant or a Subsidiary as a director,
officer, partner, member, employee or agent of another corporation,
partnership, limited liability company, joint venture, trust or other
enterprise, including service with respect to employee benefit plans
maintained or sponsored by the Registrant or a Subsidiary, to the same scope
and effect as the foregoing indemnification of directors and officers of the
Registrant.

         Under the By-Laws, the Registrant has the power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
partner, member, employee or agent of the Registrant or Subsidiary, or of
another corporation, partnership, limited liability company, joint venture,
trust or other enterprise, against any expense, liability or loss whether or
not the Registrant or a Subsidiary would have the power to indemnify that
person against such expense, liability or loss under the provisions of
applicable law.

         The Registrant has in effect insurance policies in the amount of $125
million for general officers' and directors' liability insurance and $25
million for fiduciary liability insurance covering all of the Registrant's
directors and officers in certain instances where by law they may not be
indemnified by the Registrant.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The following exhibits are filed as part of this Registration
Statement:

                                      4
4.1      Dean Witter START Plan (Saving Today Affords Retirement Tomorrow)
         (amended and restated, effective as of January 1, 2002). Filed as
         Exhibit 10.15 to the Registrant's Annual Report on Form 10-K for the
         fiscal year ended November 30, 2001 and incorporated herein by
         reference.
4.2      Amended and Restated Certificate of Incorporation, as amended to
         date. Filed as Exhibit 3.1 to the Registrant's Annual Report on Form
         10-K for the year ended November 30, 2001 and incorporated herein by
         reference.
4.3      Amended and Restated By-Laws. Filed as Exhibit 3.2 to the Registrant's
         Annual Report on Form 10-K for the year ended November 30, 2001 and
         incorporated herein by reference.
4.4      Rights Agreement dated as of April 25, 1995 between the Registrant
         and Chemical Bank, as rights agent, which includes as Exhibit B
         thereto the Form of Rights Certificate. Filed as Exhibit 1 to the
         Registrant's Registration Statement on Form 8-A dated April 25, 1995
         and incorporated by reference herein.
4.5      Amendment dated as of February 4, 1997 to the Rights Agreement
         between the Registrant and JPMorgan Chase Bank (formerly Chemical
         Bank), as rights agent. Filed as Exhibit 4.1 to the Registrant's
         Current Report on Form 8-K dated February 4, 1997 and incorporated
         herein by reference.
4.6      Second Amendment, dated June 15, 1999, to the Rights Agreement
         between the Registrant and JPMorgan Chase Bank (formerly The Chase
         Manhattan Bank) as rights agent. Filed as Exhibit 4.1 to the
         Registrant's Current Report on Form 8-K dated June 15, 1999 and
         incorporated herein by reference.
5.1      Opinion of Sidley Austin Brown & Wood LLP.
5.2      The Registrant hereby undertakes to cause the Plan Sponsor to submit
         the Plan to the Internal Revenue Service (the "IRS") on a timely
         basis after the effective date of this Registration Statement, and
         to make all changes required by the IRS in order to qualify the
         Plan.
23.1     Consent of Deloitte & Touche LLP.
23.2     Consent of Sidley Austin Brown & Wood LLP (included as part of
         Exhibit 5.1).
24.1     Powers of Attorney (included in Part II of the Registration Statement
         under the caption "Signatures").

Item 9.  Undertakings.

(a)      The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

             (i)  To include any prospectus required by Section 10(a)(3) of the
         Securities Act of 1933;

             (ii) To reflect in the prospectus any facts or events
         arising after the effective date of the Registration Statement (or
         the most recent post-effective amendment thereof) which, individually
         or in the aggregate, represent a fundamental change in the
         information set forth in the Registration Statement. Notwithstanding
         the foregoing, any increase or decrease in the volume of securities
         offered (if the total dollar value of securities offered would not
         exceed that which was registered) and any deviation from the high or
         low end of the estimated maximum offering range may be reflected in
         the form of a prospectus filed with the Commission pursuant to Rule
         424(b) if, in the aggregate, the changes in volume and price
         represent no more than a 20% change in the maximum aggregate offering
         price set forth in the "Calculation of Registration Fee" table in the
         effective registration statement; and

           (iii) To include any material information with respect to
         the plan of distribution not previously disclosed in the Registration
         Statement or any material change to such information in the
         Registration Statement;

         provided, however, that paragraphs (a)(1)(i) and (ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement;

                                      5
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and

         (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b)      The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

(c)      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by a final adjudication of such issue.

                                      6
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all the requirements for filing this Registration Statement on
Form S-8 and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in The City of New York,
State of New York, on this 28th day of March, 2002.

                               MORGAN STANLEY DEAN WITTER & CO.
                               (Registrant)

                               By:     /s/  Philip J. Purcell
                                  --------------------------------
                               Name:    Philip J. Purcell
                               Title:   Chairman of the Board and
                                        Chief Executive Officer

                               POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature
appears below hereby constitutes and appoints Robert G. Scott, Ronald T.
Carman, Ralph L. Pellechio, Martin M. Cohen and William J. O'Shaughnessy, Jr.,
and each of them singly, his or her true and lawful attorney-in-fact and agent
with full power of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities, to sign any and all
amendments, including post-effective amendments, to this Registration
Statement (any of which amendments may make such changes and additions to this
Registration Statement as such attorneys-in-fact may deem necessary or
appropriate) and to file the same, with all exhibits thereto, and any other
documents that may be required in connection therewith, granting unto said
attorneys-in-fact and agents full power and authority to be done in and about
the premises, as fully to all intents and purposes as he or she might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or their substitutes, may lawfully do or cause to be done by
virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities indicated on this 28th day of March, 2002.

                Signature                                      Title
                ---------                                      ------

        /s/  Philip J. Purcell                       Chairman of the Board and
-------------------------------------                 Chief Executive Officer
             Philip J. Purcell

       /s/  Robert G. Scott                  President, Chief Operating Officer
-------------------------------------                   and Director
            Robert G. Scott

       /s/  Stephen S. Crawford              Executive Vice President and Chief
-------------------------------------                Financial Officer
            Stephen S. Crawford                 (Principal Financial Officer)

      /s/  Joanne Pace                                    Controller
-------------------------------------           (Principal Accounting Officer)
           Joanne Pace

     /s/  Robert P. Bauman                                  Director
-------------------------------------
          Robert P. Bauman

                                      7
Signature                                      Title
                ---------                                      ------

     /s/  Edward A. Brennan                                 Director
--------------------------------------
          Edward A. Brennan

    /s/  John E. Jacob                                      Director
--------------------------------------
         John E. Jacob

   /s/  C. Robert Kidder                                    Director
---------------------------------------
        C. Robert Kidder

   /s/  Charles F. Knight                                   Director
---------------------------------------
        Charles F. Knight

   /s/  John W. Madigan                                      Director
---------------------------------------
        John W. Madigan

  /s/   Miles L. Marsh                                       Director
---------------------------------------
        Miles L. Marsh

  /s/   Michael A. Miles                                     Director
---------------------------------------
        Michael A. Miles

  /s/   Laura D'Andrea Tyson                                 Director
---------------------------------------
        Laura D'Andrea Tyson

                                      8
The Plan. Pursuant to the requirements of the Securities Act of 1933,
as amended, the administrator of the Dean Witter START Plan (Saving Today
Affords Retirement Tomorrow) has duly caused this Registration Statement on
Form S-8 to be signed on the Plan's behalf by the undersigned, thereunto duly
authorized, in The City of New York and State of New York, on this 28th day of
March, 2002.

                                      Dean Witter START Plan (Saving Today
                                      Affords Retirement Tomorrow)

                                      By:  /s/ Michael T. Cunningham
                                         -----------------------------------
                                         Name:   Michael T. Cunningham
                                         Title:  Director of Human Resources

                                      9
EXHIBIT INDEX

Exhibit
Number
-------

4.1      Dean Witter START Plan (Saving Today Affords Retirement Tomorrow)
         (amended and restated, effective as of January 1, 2002). Filed as
         Exhibit 10.15 to the Registrant's Annual Report on Form 10-K for the
         fiscal year ended November 30, 2001 and incorporated herein by
         reference.
4.2      Amended and Restated Certificate of Incorporation, as amended to
         date. Filed as Exhibit 3.1 to the Registrant's Annual Report on Form
         10-K for the year ended November 30, 2001 and incorporated herein by
         reference.
4.3      Amended and Restated By-Laws.  Filed as Exhibit 3.2 to the
         Registrant's Annual Report on Form 10-K for the year ended
         November 30, 2001 and incorporated herein by reference.
4.4      Rights Agreement dated as of April 25, 1995 between the Registrant
         and Chemical Bank, as rights agent, which includes as Exhibit B
         thereto the Form of Rights Certificate. Filed as Exhibit 1 to the
         Registrant's Registration Statement on Form 8-A dated April 25, 1995
         and incorporated by reference herein.
4.5      Amendment dated as of February 4, 1997 to the Rights Agreement
         between the Registrant and The Chase Manhattan Bank (as successor to
         Chemical Bank), as rights agent. Filed as Exhibit 4.1 to the
         Registrant's Current Report on Form 8-K dated February 4, 1997 and
         incorporated herein by reference.
4.6      Second Amendment, dated June 15, 1999, to the Rights Agreement
         between the Registrant and JPMorgan Chase Bank (as successor to The
         Chase Manhattan Bank) as rights agent. Filed as Exhibit 4.1 to the
         Registrant's Current Report on Form 8-K dated June 15, 1999 and
         incorporated herein by reference.
5.1      Opinion of Sidley Austin Brown & Wood LLP.
5.2      The Registrant hereby undertakes to cause the Plan Sponsor to submit
         the Plan to the Internal Revenue Service (the "IRS") on a timely
         basis after the effective date of this Registration Statement, and
         to make all changes required by the IRS in order to qualify the
         Plan.
23.1     Consent of Deloitte & Touche LLP.
23.2     Consent of Sidley Austin Brown & Wood LLP (included as part of
         Exhibit 5.1).
24.1     Powers of Attorney (included in Part II of the Registration Statement
         under the caption "Signatures").

                                     E-1