Morgan Stanley EARNINGS 2000

MORGAN STANLEY DEAN WITTER ANNOUNCES FIRST QUARTER NET INCOME OF $1.5 BILLION;
RECORD NET REVENUES OF $7.4 BILLION;
EARNINGS PER SHARE UP 52%

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Introduction
Securities
Asset Management
Credit Services
Financial Summary (unaudited, dollars in millions)
Consolidated Income Statement Information (unaudited, dollars in millions)
Securities Income Statement Information (unaudited, dollars in millions)
Asset Management Income Statement Information (unaudited, dollars in millions)
Credit Services Income Statement Information (unaudited, dollars in millions)
Credit Services Income Statement Information (unaudited, dollars in millions) (Managed loan basis)
Financial Information and Statistical Data (unaudited)
Financial Information and Statistical Data (unaudited, dollars in millions)
Disclaimer

INTRODUCTION
NEW YORK, March 23, 2000 — Morgan Stanley Dean Witter & Co. (NYSE: MWD) today reported net income of $1,544 million for the quarter ended February 29, 2000 — a 49 percent increase from $1,037 million in last year's first quarter. Diluted earnings per share were $1.34 — up 52 percent from $0.88 a year ago.

First quarter net revenues (total revenues less interest expense and the provision for loan losses) increased to a record $7.4 billion — 39 percent higher than last year. The annualized return on average common equity for the quarter was 36.3 percent.

Philip J. Purcell, Chairman, and John J. Mack, President, said in a joint statement, "Our growth continues. We had a record quarter in net revenues and our earnings have more than doubled in the last two years. We continue to benefit from the strength and diversity of our revenue streams, with record results in equity sales and trading, individual securities and asset management. We also had another outstanding quarter in investment banking, and we achieved a record level of Discover Card receivables."

SECURITIES
The Company's Securities business posted net income of $1,244 million, a 54 percent increase from the first quarter of 1999. The increase reflects outstanding results in all of the Company's securities businesses.

The quarter marked a new high for institutional securities, with record revenues in equities and commodities and outstanding quarters in both investment banking and fixed income. Institutional securities continued to benefit from its strong global presence.
Equities' results were driven by record trading volumes and increased market volatility, with an unprecedented level of investor interest in the technology and telecommunications sectors. Fixed income achieved strong results, despite Y2K-related volume decreases early in the quarter, as it capitalized on end of quarter volatility in U.S. treasury markets and increased customer activity. Commodities benefited from the continuing rise in energy prices, as both crude oil and heating oil reached nine-year highs.
Investment banking had another outstanding quarter. Record revenues in equity underwriting reflected the robust markets in technology and telecommunications. Strong results in mergers and acquisitions were buoyed by the recent trends of convergence in the media and technology/internet sectors, and consolidation in telecommunications. For the first two months of calendar 2000, the Company ranked first in global M&A; first in North America and second worldwide in equity and equity-related underwritings; and maintained a leadership position in U.S. investment grade debt underwriting¹.
The private client group also reported record first quarter results, driven by record volumes in listed and over-the-counter equity markets, strong sales of new issues, and higher revenues from the distribution of asset management products. The private client group's sales of asset management products rose to a new high during the quarter.
The number of global financial advisors in the Company's private client group rose to 13,072 — an increase of 398 for the quarter and 1,619 over the last 12 months. Total client assets of $682 billion were more than $200 billion higher than a year ago.
The private equity group recognized record quarterly investment gains of $271 million compared with $191 million a year ago. These results included gains on private equity's holdings in Commerce One and Allegiance Telecom.

¹ Source: Securities Data Corp. — Jan. 1 to February 29, 2000.

ASSET MANAGEMENT
Asset Management's first quarter net income increased 48 percent over a year ago to a record $158 million. The increase reflects substantial growth in the Company's assets under management — driven by strong performance especially in its technology-related and equity growth products.

The Company's assets under management increased $70 billion, or 18 percent, over last year to a record $455 billion.
Retail assets increased $34 billion during the quarter and $65 billion from a year ago — to stand at $292 billion. Institutional assets decreased $4 billion during the quarter but were up $5 billion compared to last year — to stand at $163 billion.
The asset management business benefited from strong investment performance. Mutual Funds Magazine named the Company's Miller Anderson & Sherrerd Small Cap Growth fund 1999's "Fund of the Year". It also recognized the Morgan Stanley American Opportunities fund and the Van Kampen Emerging Growth fund as two of its "Funds of the Decade".
The Company's new Morgan Stanley 21st Century Trend fund raised more than $570 million during the first quarter.
Unit Investment Trust sales rose to a record $6.1 billion, approximately double the sales in the first quarter of last year.

CREDIT SERVICES
Credit Services net income increased by 15 percent to $142 million compared to $124 million in the first quarter of 1999 — reflecting record transaction volume and consumer loan balances, and continued improvement in credit quality.

Merchant and Cardmember fees increased 24 percent from a year ago to $585 million. Transaction volume increased 52 percent to a record $23.5 billion, driven by higher sales volume and balance transfers.
Managed consumer loans rose to a record $42.0 billion, an increase of $10 billion, or 31 percent, from a year ago.
The consumer loan net charge-off rate declined to 4.66 percent this quarter from 6.28 percent last year. The over-30-day delinquency rate was 5.57 percent, compared to 7.08 percent a year ago.
New cardmember accounts of 1.7 million were more than 150 percent higher than last year's first quarter total.
Discover Card's registered Internet accounts increased by 900,000 from the first quarter of last year to reach a total of 1.4 million.
Transaction volume and consumer loan growth for the Morgan Stanley Dean Witter international credit card, launched last year in the UK, continued to exceed the Company's expectations.

The Company has repurchased approximately 14 million shares of its common stock since the end of fiscal 1999. The Company also announced that its Board of Directors declared a $.20 quarterly dividend per common share. The dividend is payable on April 28, 2000 to common shareholders of record on April 14, 2000. Total capital at February 29, 2000 was $43.5 billion, including $18.3 billion of common and preferred stockholders' equity and preferred securities issued by subsidiaries. Book value per common share was $15.31, based on quarter-end shares outstanding of 1.1 billion.

Morgan Stanley Dean Witter & Co. is a global financial services firm and a market leader in securities, asset management, and credit services. The Company has offices in New York, London, Tokyo, Hong Kong, and other principal financial centers around the world and has 488 securities branch offices throughout the United States.

This release may contain forward-looking statements. These statements, which reflect management's beliefs and expectations, are subject to risks and uncertainties that may cause actual results to differ materially. For a discussion of the risks and uncertainties that may affect the Company's future results, please see "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's 1999 Annual Report to Shareholders.

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MORGAN STANLEY DEAN WITTER & CO.
Financial Summary
(unaudited, dollars in millions)

		Quarter Ended						Percentage Change From:
		Feb 29, 2000		Feb 28, 1999		Nov 30, 1999		Feb 28, 1999	Nov 30, 1999

Net revenues
	Securities	$	5,922	$	4,078	$	4,125	45%	44%
	Asset Management		600		509		545	18%	10%
	Credit Services		889		752		963	18%	(8%)
	Consolidated net revenues	$	7,411	$	5,339	$	5,633	39%	32%

Net income
	Securities	$	1,244	$	806	$	1,395	54%	(11%)
	Asset Management		158		107		113	48%	40%
	Credit Services		142		124		125	15%	14%
	Consolidated net income	$	1,544	$	1,037	$	1,633	49%	(5%)
	Preferred stock dividend requirements	$	9	$	11	$	11	(18%)	(18%)
	Earnings applicable to common shares	$	1,535	$	1,026	$	1,622	50%	(5%)


Earnings per common share
	Basic	$	1.40	$	0.93	$	1.50	51%	(7%)
	Diluted	$	1.34	$	0.88	$	1.42	52%	(6%)

Average common shares outstanding
	Basic		1,093,904,751		1,107,871,156		1,079,522,844
	Diluted		1,146,854,036		1,169,186,312		1,142,086,246
Period end common shares outstanding			1,134,181,285		1,141,179,340		1,104,630,098

Return on common equity			36.3%		29.5%		43.1%



Note:	Certain reclassifications have been made to prior period amounts to conform to the current presentation.

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MORGAN STANLEY DEAN WITTER & CO.
Consolidated Income Statement Information
(unaudited, dollars in millions)

			Quarter Ended					Percentage Change From:
			Feb 29, 2000	Feb 28, 1999		Nov 30, 1999		Feb 28, 1999	Nov 30, 1999

Investment banking		$	1,335	$	957	$	1,338	39%	-----
Principal transactions:
	Trading		2,277		1,659		1,138	37%	100%
	Investments		431		265		232	63%	86%
Commissions			1,037		653		785	59%	32%
Fees:
	Asset management, distribution and administration		910		729		830	25%	10%
	Merchant and cardmember		443		341		402	30%	10%
	Servicing		287		253		318	13%	(10%)
Interest and dividends			4,797		3,763		3,848	27%	25%
Other			97		56		74	73%	31%
	Total revenues		11,614		8,676		8,965	34%	30%
Interest expense			3,980		3,160		3,212	26%	24%
Provision for consumer loan losses			223		177		120	26%	86%
	Net revenues		7,411		5,339		5,633	39%	32%

Compensation and benefits			3,408		2,363		1,320	44%	158%
Occupancy and equipment			175		146		178	20%	(2%)
Brokerage, clearing and exchange fees			121		114		116	6%	4%
Information processing and communications			346		309		376	12%	(8%)
Marketing and business development			471		395		495	19%	(5%)
Professional services			183		162		269	13%	(32%)
Other			275		178		244	54%	13%
	Total non-interest expenses		4,979		3,667		2,998	36%	66%

Income before income taxes			2,432		1,672		2,635	45%	(8%)
Income tax expense			888		635		1,002	40%	(11%)
Net income		$	1,544	$	1,037	$	1,633	49%	(5%)
Preferred stock dividend requirements		$	9	$	11	$	11	(18%)	(18%)
Earnings applicable to common shares		$	1,535	$	1,026	$	1,622	50%	(5%)

Compensation and benefits as a % of net revenues			46%		44%		23%

Note: Certain reclassifications have been made to prior period amounts to conform to the current presentation.

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MORGAN STANLEY DEAN WITTER & CO.
Securities Income Statement Information
(unaudited, dollars in millions)

		Quarter Ended						Percentage Change From:
		Feb 29, 2000		Feb 28, 1999		Nov 30, 1999		Feb 28, 1999	Nov 30, 1999

Investment banking		$	1,291	$	934	$	1,315	38%	(2%)
Principal transactions:
	Trading		2,277		1,659		1,138	37%	100%
	Investments		423		261		227	62%	86%
Commissions			1,028		653		777	57%	32%
Asset management, distribution and administration fees			387		277		336	40%	15%
Interest and dividends			4,051		3,180		3,211	27%	26%
Other			94		51		74	84%	27%
	Total revenues		9,551		7,015		7,078	36%	35%
Interest expense			3,629		2,937		2,953	24%	23%
	Net revenues		5,922		4,078		4,125	45%	44%

Compensation and benefits			3,067		2,088		1,000	47%	207%
Occupancy and equipment			140		110		139	27%	1%
Brokerage, clearing and exchange fees			102		84		99	21%	3%
Information processing and communications			214		171		220	25%	(3%)
Marketing and business development			157		116		137	35%	15%
Professional services			136		111		182	23%	(25%)
Other			174		105		144	66%	21%
	Total non-interest expenses		3,990		2,785		1,921	43%	108%
Income before income taxes			1,932		1,293		2,204	49%	(12%)
Income tax expense			688		487		809	41%	(15%)
Net income		$	1,244	$	806	$	1,395	54%	(11%)

Compensation and benefits as a % of net revenues			52%		51%		24%
Non-compensation expenses as a % of net revenues			16%		17%		22%
Profit margin (1)			21%		20%		34%


(1)	Net income as a % of net revenues.

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MORGAN STANLEY DEAN WITTER & CO.
Asset Management Income Statement Information
(unaudited, dollars in millions)

		Quarter Ended						Percentage Change From:
		Feb 29, 2000		Feb 28, 1999		Nov 30, 1999		Feb 28, 1999	Nov 30, 1999

Investment banking		$	44	$	23	$	23	91%	91%
Principal transactions:
	Investments		8		4		5	100%	60%
Commissions			9		0		8	*	13%
Asset management, distribution and administration fees			523		452		494	16%	6%
Interest and dividends			13		27		15	(52%)	(13%)
Other			3		5		0	(40%)	*
	Total revenues		600		511		545	17%	10%
Interest expense			0		2		0	*	--
	Net revenues		600		509		545	18%	10%

Compensation and benefits			186		156		169	19%	10%
Occupancy and equipment			21		24		25	(13%)	(16%)
Brokerage, clearing and exchange fees			19		30		17	(37%)	12%
Information processing and communications			18		21		28	(14%)	(36%)
Marketing and business development			36		33		30	9%	20%
Professional services			21		30		48	(30%)	(56%)
Other			31		31		35	--	(11%)
	Total non-interest expenses		332		325		352	2%	(6%)
Income before income taxes			268		184		193	46%	39%
Income tax expense			110		77		80	43%	38%
Net income		$	158	$	107	$	113	48%	40%

Compensation and benefits as a % of net revenues			31%		31%		31%
Non-compensation expenses as a % of net revenues			24%		33%		34%
Profit margin (1)			26%		21%		21%


(1)	Net income as a % of net revenues.

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MORGAN STANLEY DEAN WITTER & CO.
Credit Services Income Statement Information
(unaudited, dollars in millions)

		Quarter Ended						Percentage Change From:
		Feb 29, 2000		Feb 28, 1999		Nov 30, 1999		Feb 28, 1999	Nov 30, 1999

Fees:
	Merchant and cardmember	$	443	$	341	$	402	30%	10%
	Servicing		287		253		318	13%	(10%)
	Total non-interest revenues		730		594		720	23%	1%

Interest revenue			733		556		622	32%	18%
Interest expense			351		221		259	59%	36%
	Net interest income		382		335		363	14%	5%

Provision for consumer loan losses			223		177		120	26%	86%
	Net credit income		159		158		243	1%	(35%)

	Net revenues		889		752		963	18%	(8%)

Compensation and benefits			155		119		151	30%	3%
Occupancy and equipment			14		12		14	17%	--
Information processing and communications			114		117		128	(3%)	(11%)
Marketing and business development			278		246		328	13%	(15%)
Professional services			26		21		39	24%	(33%)
Other			70		42		65	67%	8%
	Total non-interest expenses		657		557		725	18%	(9%)
Income before income taxes			232		195		238	19%	(3%)
Income tax expense			90		71		113	27%	(20%)
Net income		$	142	$	124	$	125	15%	14%


Compensation and benefits as a % of net revenues			17%		16%		16%
Non-compensation expenses as a % of net revenues			56%		58%		60%
Profit margin (1)			16%		16%		13%


(1)	Net income as a % of net revenues.

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MORGAN STANLEY DEAN WITTER & CO.
Credit Services Income Statement Information
(unaudited, dollars in millions)
(Managed loan basis)

		Quarter Ended						Percentage Change From:
		Feb 29, 2000		Feb 28, 1999		Nov 30, 1999		Feb 28, 1999	Nov 30, 1999

Fees:
	Merchant and cardmember	$	585	$	473	$	536	24%	9%
	Servicing		0		0		0	--	--
	Total non-interest revenues		585		473		536	24%	9%

Interest revenue			1,440		1,181		1,288	22%	12%
Interest expense			646		451		511	43%	26%
	Net interest income		794		730		777	9%	2%

Provision for consumer loan losses			490		451		350	9%	40%
	Net credit income		304		279		427	9%	(29%)

	Net revenues		889		752		963	18%	(8%)

Compensation and benefits			155		119		151	30%	3%
Occupancy and equipment			14		12		14	17%	--
Information processing and communications			114		117		128	(3%)	(11%)
Marketing and business development			278		246		328	13%	(15%)
Professional services			26		21		39	24%	(33%)
Other			70		42		65	67%	8%
	Total non-interest expenses		657		557		725	18%	(9%)
Income before income taxes			232		195		238	19%	(3%)
Income tax expense			90		71		113	27%	(20%)
Net income		$	142	$	124	$	125	15%	14%


Compensation and benefits as a % of net revenues			17%		16%		16%
Non-compensation expenses as a % of net revenues			56%		58%		60%
Profit margin (1)			16%		16%		13%


(1)	Net income as a % of net revenues.

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MORGAN STANLEY DEAN WITTER & CO.
Financial Information and Statistical Data
(unaudited)

			Quarter Ended						Percentage Change From:
			Feb 29, 2000		Feb 28, 1999		Nov 30, 1999		Feb 28, 1999	Nov 30, 1999
Morgan Stanley

Period end common shares outstanding				1,134,181,285		1,141,179,340		1,104,630,098	(1%)	3%
Book value per common share			$	15.31	$	12.46	$	14.85	23%	3%
Shareholders' equity (millions) (1)			$	18,252	$	15,237	$	17,414	20%	5%
Total capital (millions) (2)			$	43,540	$	39,388	$	39,699	11%	10%

SECURITIES ($ billions)

Private Client Group
	Global financial advisors			13,072		11,453		12,674	14%	3%
	Client assets		$	682	$	475	$	583	44%	17%

Institutional Securities (3)
	Mergers and acquisitions announced transactions (4)
		Morgan Stanley global market volume	$	423.6	$	109.7	$	1,073.4
		Rank		1		2		2
	Worldwide equity and related issues (4)
		Morgan Stanley global market volume	$	13.1	$	10.5	$	53.4
		Rank		2		1		2

ASSET MANAGEMENT ($ billions)

Assets under management or supervision
Products offered primarily to individuals
	Mutual funds
		Equity	$	115	$	77	$	94	49%	22%
		Fixed income		51		56		53	(9%)	(4%)
		Money markets		51		41		47	24%	9%
		Total mutual funds		217		174		194	25%	12%

	ICS Assets			27		20		23	35%	17%
	Other			48		33		41	45%	17%

	Sub-total Individual			292		227		258	29%	13%

Products offered primarily to institutional clients
	Mutual funds			41		34		39	21%	5%
	Separate accounts, pooled vehicle and other arrangements			122		124		128	(2%)	(5%)

	Sub-total Institutional			163		158		167	3%	(2%)

Total assets under management or supervision			$	455	$	385	$	425	18%	7%



(1)	Includes preferred and common equity and preferred securities issued by subsidiaries.
(2)	Includes preferred and common equity, preferred securities issued by subsidiaries, capital units and non-current portion of long-term debt.
(3)	Source: Securities Data Corp.
(4)	Information is year to date and stated on a calendar year basis.

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MORGAN STANLEY DEAN WITTER & CO.
Financial Information and Statistical Data
(unaudited, dollars in millions)

		Quarter Ended						Percentage Change From:
		Feb 29, 2000		Feb 28, 1999		Nov 30, 1999		Feb 28, 1999	Nov 30, 1999

CREDIT SERVICES

Owned consumer loans
	Period end	$	23,757	$	15,529	$	20,998	53%	13%
	Average	$	23,191	$	16,420	$	18,341	41%	26%

Managed consumer loans (1)
	Period end	$	41,988	$	32,134	$	37,975	31%	11%
	Average	$	41,023	$	32,900	$	35,608	25%	15%
	Interest yield		13.35%		14.06%		14.15%	(0.71 pp)	(0.80 pp)
	Interest spread		7.03%		8.41%		8.22%	(1.38 pp)	(1.19 pp)
	Net charge-off rate		4.66%		6.28%		4.63%	(1.62 pp)	0.03 pp
	Delinquency rate (over 30 days)		5.57%		7.08%		6.32%	(1.51 pp)	(0.75 pp)

Credit Card
	Transaction volume (in billions)	$	23.5	$	15.5	$	20.5	52%	15%
	Accounts (in millions)		39.2		36.9		38.5	6%	2%
	Active accounts (in millions)		22.8		20.8		22.1	10%	3%
	Average receivables per average active account (actual $)	$	1,816	$	1,553	$	1,654	17%	10%
	Discover/NOVUS Network increase in merchant locations (in thousands)		99		97		233	2%	(58%)


(1) Includes owned and securitized consumer loans.

F - 8