Morgan Stanley EARNINGS 2000

MORGAN STANLEY DEAN WITTER ANNOUNCES
SECOND QUARTER NET INCOME OF $1.5 BILLION;
NET REVENUES OF $7.1 BILLION;
EARNINGS PER SHARE UP 30%

ADDITIONAL $1.5 BILLION STOCK BUYBACK AUTHORIZED

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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, June 22, 2000 — Morgan Stanley Dean Witter & Co. (NYSE: MWD) today reported net income of $1,458 million for the quarter ended May 31, 2000 — a 27 percent increase from $1,151 million in last year's second quarter. Diluted earnings per share were $1.26 — up 30 percent from $0.97 a year ago.

Second quarter net revenues (total revenues less interest expense and the provision for loan losses) increased to $7.1 billion — 25 percent higher than last year. The annualized return on average common equity for the quarter was 33.0 percent.

Philip J. Purcell, Chairman, and John J. Mack, President, said in a joint statement, "We had another great quarter — they've all been good since the merger. Our net income for the first six months of this year is more than $3.0 billion, which is significantly more than we made for the full year in 1997. Every business continued to do well even in choppy financial markets. We are also pleased with the recent upgrade in our credit rating by S&P, which reflects our pre-eminent position in global financial services."

In the first six months of fiscal 2000, net income was $3,002 million, 37 percent higher than $2,188 million a year ago. Six-month diluted earnings per share were $2.60, up 41 percent from last year's $1.85, and net revenues rose 32 percent to $14.5 billion over the same period. The annualized return on average common equity was 34.7 percent for the first six months of the year.

SECURITIES
The Company's Securities business posted net income of $1,090 million, a 31 percent increase from last year's second quarter. The increase reflects record revenues for its private client group and near record revenues for the Company's institutional securities business.

Institutional securities' results were driven by record revenues in equities and an outstanding performance in investment banking, despite a slowing in underwriting activity late in the quarter. Institutional securities also continued to benefit from its strong global presence.
Equities' record results reflected strong revenues in both derivative and cash products. Both areas benefited from increased volumes and volatility in most major markets worldwide. Fixed income's results were flat versus the second quarter of 1999, as record revenues in commodities, driven by gains in energy-related products, were partially offset by a decline in global high yield trading.
Investment banking's outstanding quarter was driven by near record revenues and volume in global M&A advisory activity. For the first five months of calendar 2000, the Company ranked first in announced global M&A; first in North America and second worldwide in equity and equity-related underwritings; and second in worldwide investment grade debt underwriting.¹
The private client group's (PCG) record quarterly performance was largely the result of increased sales of listed and over-the-counter equities and higher revenues from the distribution of asset management products. PCG's sales of asset management products remained strong during the quarter.
PCG client assets in fee-based accounts increased 73 percent from last year's second quarter — to total $128 billion. Total client assets of $660 billion were $141 billion higher than a year ago.
The number of PCG's global financial advisors rose to a record 13,513 — an increase of 441 for the quarter and 1,475 over the last 12 months.
The private equity group reported negative net revenues of $197 million for the second quarter compared with a gain of $29 million a year ago. These results reflected lower securities prices in the telecommunications and internet sectors, including our positions in Allegiance Telecom and InterNAP.

¹ Source: Thomson Financial Securities Data — Jan. 1 to May 31, 2000.

ASSET MANAGEMENT
Asset Management's quarterly net income was $156 million, up 49 percent from $105 million in the second quarter of 1999. The increase primarily reflects growth in the Company's assets under management as well as a shift in asset mix to a greater percentage of equity products.

The Company's assets under management increased $40 billion, or 10 percent, over last year to $445 billion.
Retail assets were $37 billion ahead of a year ago, but declined by $14 billion during the quarter — to stand at $278 billion. Institutional assets were up $3 billion compared to a year ago and $4 billion for the quarter — to stand at $167 billion. The overall quarter-to-quarter decline resulted from lower market values, even though both businesses had positive net sales for the quarter.
In March, the Company announced the formation of Morgan Stanley Dean Witter Alternative Investment Partners. The new venture combines the distribution capabilities of Morgan Stanley with the experience of a team of investment managers formerly with Weyerhaeuser Co. It will offer institutions and high net worth individuals diversified portfolios of alternative investment products, including private equity, real estate and venture capital.
Unit Investment Trust sales rose to $4.5 billion, 32 percent above the level of sales in the second quarter of last year.

CREDIT SERVICES
Credit Services' net income was a record $212 million as a result of higher consumer loan balances, strong transaction volume and improved credit quality.

Managed consumer loans rose to a record $43.7 billion, an increase of $10.9 billion, or 33 percent, from a year ago.
Merchant and cardmember fees increased 20 percent from a year ago to $591 million. Transaction volume increased 34 percent to $21.9 billion, driven by higher sales volume and balance transfers.
The consumer loan net charge-off rate declined to 4.21 percent, its lowest level in almost five years and 134 basis points below last year's second quarter 5.55 percent. The over-30-day delinquency rate was 5.11 percent, compared to 5.94 percent a year ago.
The yield on consumer loans declined 70 basis points from last year's second quarter, but increased 34 basis points from this year's first quarter. The increase in yield reflects a pricing increase implemented during the second quarter.
Marketing and business development expenses increased 31 percent from last year's second quarter, reflecting continued investment in growth initiatives and an increase in cardmember rewards due to higher sales volume.

The Company has repurchased approximately 27 million shares of its common stock since the end of fiscal 1999. The Company's Board of Directors also took the following actions:

Authorized the repurchase, subject to market conditions and certain other factors, of an additional $1.5 billion of the Company's common stock for capital management purposes.
Declared a $.20 quarterly dividend per common share. The dividend is payable on July 28, 2000 to common shareholders of record on July 7, 2000.

Standard & Poor's recently upgraded the Company's credit ratings to AA- for senior long term debt and to A-1+ for commercial paper.

Total capital at May 31, 2000 was $47.0 billion, including $18.5 billion of common and preferred stockholders' equity and preferred securities issued by subsidiaries. Book value per common share was $15.66, 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 506 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 and the Company's Quarterly Reports on Form 10-Q for fiscal 2000.

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



		Quarter Ended							Percentage Change From:		Six Months Ended				Percentage
		May 31, 2000		May 31, 1999		Feb 29, 2000			May 31, 1999	Feb 29, 2000	May 31, 2000		May 31, 1999		Change

Net revenues
	Securities	$	5,450	$	4,260	$	5,922		28%	(8%)	$	11,372	$	8,338	36%
	Asset Management		629		513		600		23%	5%		1,229		1,022	20%
	Credit Services		989		872		889		13%	11%		1,878		1,624	16%
	Consolidated net revenues	$	7,068	$	5,645	$	7,411		25%	(5%)	$	14,479	$	10,984	32%

Net income
	Securities	$	1,090	$	835	$	1,244		31%	(12%)	$	2,334	$	1,641	42%
	Asset Management		156		105		158		49%	(1%)		314		212	48%
	Credit Services		212		211		142		--	49%		354		335	6%
	Consolidated net income	$	1,458	$	1,151	$	1,544		27%	(6%)	$	3,002	$	2,188	37%
	Preferred stock dividend requirements	$	9	$	10	$	9		(10%)	--	$	18	$	21	(14%)
	Earnings applicable to common shares	$	1,449	$	1,141	$	1,535		27%	(6%)	$	2,984	$	2,167	38%


Earnings per common share
	Basic	$	1.32	$	1.03	$	1.40		28%	(6%)	$	2.72	$	1.96	39%
	Diluted	$	1.26	$	0.97	$	1.34		30%	(6%)	$	2.60	$	1.85	41%

Average common shares outstanding
	Basic		1,098,245,490		1,108,293,164		1,093,904,751					1,096,007,767		1,107,576,394
	Diluted		1,145,401,309		1,173,311,370		1,146,854,036					1,146,322,769		1,171,016,370
Period end common shares outstanding			1,124,979,347		1,133,573,998		1,134,181,285					1,124,979,347		1,133,573,998

Return on common equity			33.0%		31.4%		36.3%					34.7%		30.5%



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

								F - 1

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

		Quarter Ended						Percentage Change From:		Six Months Ended				Percentage
		May 31, 2000		May 31, 1999		Feb 29, 2000		May 31, 1999	Feb 29, 2000	May 31, 2000		May 31, 1999		Change

Investment banking		$	1,370	$	1,021	$	1,335	34%	3%	$	2,705	$	1,978	37%
Principal transactions:
	Trading		2,501		1,890		2,277	32%	10%		4,778		3,549	35%
	Investments		(236)		150		431	(257%)	(155%)		195		415	(53%)
Commissions			972		733		984	33%	(1%)		1,956		1,352	45%
Fees:
	Asset management, distribution and administration		1,075		825		966	30%	11%		2,041		1,593	28%
	Merchant and cardmember		447		357		443	25%	1%		890		698	28%
	Servicing		349		310		287	13%	22%		636		563	13%
Interest and dividends			5,123		3,426		4,749	50%	8%		9,872		7,171	38%
Other		91		67		94		36%	(3%)	185		118		57%
	Total revenues		11,692		8,779		11,566	33%	1%		23,258		17,437	33%
Interest expense			4,420		3,015		3,932	47%	12%		8,352		6,157	36%
Provision for consumer loan losses		204		119		223		71%	(9%)	427		296		44%
	Net revenues	7,068		5,645		7,411		25%	(5%)	14,479		10,984		32%

Compensation and benefits			3,097		2,413		3,408	28%	(9%)		6,505		4,776	36%
Occupancy and equipment			174		153		175	14%	(1%)		349		299	17%
Brokerage, clearing and exchange fees			130		127		121	2%	7%		251		241	4%
Information processing and communications			381		315		346	21%	10%		727		624	17%
Marketing and business development			502		381		471	32%	7%		973		776	25%
Professional services			217		191		183	14%	19%		400		353	13%
Other		272		207		275		31%	(1%)		547		385	42%
	Total non-interest expenses	4,773		3,787		4,979		26%	(4%)	9,752		7,454		31%

Income before income taxes			2,295		1,858		2,432	24%	(6%)		4,727		3,530	34%
Income tax expense		837		707		888		18%	(6%)	1,725		1,342		29%
Net income		$	1,458	$	1,151	$	1,544	27%	(6%)	$	3,002	$	2,188	37%
Preferred stock dividend requirements		$	9	$	10	$	9	(10%)	--	$	18	$	21	(14%)
Earnings applicable to common shares		$	1,449	$	1,141	$	1,535	27%	(6%)	$	2,984	$	2,167	38%

Compensation and benefits as a % of net revenues			44%		43%		46%				45%		43%


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

F - 2

MORGAN STANLEY DEAN WITTER & CO.
Securities Income Statement Information
(unaudited, dollars in millions)
		Quarter Ended						Percentage Change From:		Six Months Ended				Percentage
		May 31, 2000		May 31, 1999		Feb 29, 2000		May 31, 1999	Feb 29, 2000	May 31, 2000		May 31, 1999		Change

Investment banking		$	1,337	$	994	$	1,291	35%	4%	$	2,628	$	1,928	36%
Principal transactions:
	Trading		2,501		1,890		2,277	32%	10%		4,778		3,549	35%
	Investments		(242)		145		423	(267%)	(157%)		181		406	(55%)
Commissions			968		733		979	32%	(1%)		1,947		1,352	44%
Asset management, distribution and administration fees			505		348		436	45%	16%		941		659	43%
Interest and dividends			4,354		2,897		4,003	50%	9%		8,357		6,059	38%
Other			91		67		94	36%	(3%)		185		118	57%
	Total revenues		9,514		7,074		9,503	34%	--		19,017		14,071	35%
Interest expense			4,064		2,814		3,581	44%	13%		7,645		5,733	33%
	Net revenues		5,450		4,260		5,922	28%	(8%)		11,372		8,338	36%

Compensation and benefits			2,764		2,132		3,067	30%	(10%)		5,831		4,220	38%
Occupancy and equipment			137		118		140	16%	(2%)		277		228	21%
Brokerage, clearing and exchange fees			110		97		102	13%	8%		212		181	17%
Information processing and communications			244		185		214	32%	14%		458		356	29%
Marketing and business development			184		134		157	37%	17%		341		250	36%
Professional services			166		130		136	28%	22%		302		241	25%
Other			158		118		174	34%	(9%)		332		223	49%
	Total non-interest expenses		3,763		2,914		3,990	29%	(6%)		7,753		5,699	36%
Income before income taxes			1,687		1,346		1,932	25%	(13%)		3,619		2,639	37%
Income tax expense			597		511		688	17%	(13%)		1,285		998	29%
Net income		$	1,090	$	835	$	1,244	31%	(12%)	$	2,334	$	1,641	42%

Compensation and benefits as a % of net revenues			51%		50%		52%				51%		51%
Non-compensation expenses as a % of net revenues			18%		18%		16%				17%		18%
Profit margin (1)			20%		20%		21%				21%		20%





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

F - 3

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

		Quarter Ended						Percentage Change From:		Six Months Ended					Percentage
		May 31, 2000		May 31, 1999		Feb 29, 2000		May 31, 1999	Feb 29, 2000	May 31, 2000			May 31, 1999		Change

Investment banking		$	33	$	27	$	44	22%	(25%)	$	77		$	50	54%
Principal transactions:
	Investments		6		5		8	20%	(25%)		14			9	56%
Commissions			4		0		5	*	(20%)		9			0	*
Asset management, distribution and administration fees			570		477		530	19%	8%		1,100			934	18%
Interest and dividends		19		7		13		171%	46%	32			34		(6%)
	Total revenues		632		516		600	22%	5%		1,232			1,027	20%
Interest expense		3		3		0		--	*	3			5		(40%)
	Net revenues	629		513		600		23%	5%	1,229			1,022		20%

Compensation and benefits			198		158		186	25%	6%		384			314	22%
Occupancy and equipment			22		23		21	(4%)	5%		43			47	(9%)
Brokerage, clearing and exchange fees			20		30		19	(33%)	5%		39			60	(35%)
Information processing and communications			19		21		18	(10%)	6%		37			42	(12%)
Marketing and business development			38		33		36	15%	6%		74			66	12%
Professional services			24		30		21	(20%)	14%		45			60	(25%)
Other		45		37		31		22%	45%	76			68		12%
	Total non-interest expenses	366		332		332		10%	10%	698		657			6%
Income before income taxes			263		181		268	45%	(2%)		531			365	45%
Income tax expense		107		76		110		41%	(3%)	217			153		42%
Net income		$	156	$	105	$	158	49%	(1%)	$	314		$	212	48%

Compensation and benefits as a % of net revenues			31%		31%		31%				31%			31%
Non-compensation expenses as a % of net revenues			27%		34%		24%				26%			34%
Profit margin (1)			25%		20%		26%				26%			21%

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

F - 4

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

		Quarter Ended							Percentage Change From:		Six Months Ended				Percentage
		May 31, 2000		May 31, 1999			Feb 29, 2000		May 31, 1999	Feb 29, 2000	May 31, 2000		May 31, 1999		Change

Fees:
	Merchant and cardmember	$	447	$	357		$	443	25%	1%	$	890	$	698	28%
	Servicing	349		310			287		13%	22%	636		563		13%
	Total non-interest revenues		796		667			730	19%	9%		1,526		1,261	21%

Interest revenue			750		522			733	44%	2%		1,483		1,078	38%
Interest expense		353		198			351		78%	1%	704		419		68%
	Net interest income		397		324			382	23%	4%		779		659	18%

Provision for consumer loan losses			204		119			223	71%	(9%)		427		296	44%
	Net credit income	193		205			159		(6%)	21%	352		363		(3%)

	Net revenues	989		872			889		13%	11%	1,878		1,624		16%

Compensation and benefits			135		123			155	10%	(13%)		290		242	20%
Occupancy and equipment			15		12			14	25%	7%		29		24	21%
Information processing and communications			118		109			114	8%	4%		232		226	3%
Marketing and business development			280		214			278	31%	1%		558		460	21%
Professional services			27		31			26	(13%)	4%		53		52	2%
Other		69		52			70		33%	(1%)	139		94		48%
	Total non-interest expenses	644		541			657		19%	(2%)	1,301		1,098		18%
Income before income taxes			345		331			232	4%	49%		577		526	10%
Income tax expense		133		120			90		11%	48%	223		191		17%
Net income		$	212	$	211		$	142	--	49%	$	354	$	335	6%


Compensation and benefits as a % of net revenues			14%		14%			17%				15%		15%
Non-compensation expenses as a % of net revenues			51%		48%			56%				54%		53%
Profit margin (1)			21%		24%			16%				19%		21%

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

						F - 5

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

			Quarter Ended						Percentage Change From:
			May 31, 2000		May 31, 1999		Feb 29, 2000		May 31, 1999	Feb 29, 2000
Morgan Stanley

Total assets (millions)			$	418,000	$	342,000	$	408,000	22%	2%
Period end common shares outstanding				1,124,979,347		1,133,573,998		1,134,181,285	(1%)	(1%)
Book value per common share			$	15.66	$	13.00	$	15.31	20%	2%
Shareholders' equity (millions) (1)			$	18,510	$	15,749	$	18,252	18%	1%
Total capital (millions) (2)			$	46,954	$	40,007	$	43,540	17%	8%

SECURITIES ($ billions)

Private Client Group
	Global financial advisors			13,513		12,038		13,072	12%	3%
	Total client assets		$	660	$	519	$	682	27%	(3%)
	Fee-based client account assets (3)		$	128	$	74	$	121	73%	6%

Institutional Securities (4)
	Mergers and acquisitions announced transactions (5)
		Morgan Stanley global market volume	$	671.0	$	308.3	$	423.6
		Rank		1		3		1
	Worldwide equity and related issues (5)
		Morgan Stanley global market volume	$	26.5	$	21.9	$	13.1
		Rank		2		1		2

ASSET MANAGEMENT ($ billions)

Assets under management or supervision
Products offered primarily to individuals
	Mutual funds
		Equity	$	106	$	84	$	115	26%	(8%)
		Fixed income		49		56		51	(13%)	(4%)
		Money markets	52		42		51		24%	2%
		Total mutual funds		207		182		217	14%	(5%)

	ICS Assets			29		21		27	38%	7%
	Other		42		38		48		11%	(13%)

	Sub-total Individual		278		241		292		15%	(5%)

Products offered primarily to institutional clients
	Mutual funds			35		29		36	21%	(3%)
	Separate accounts, pooled vehicle and other arrangements		132		135		127		(2%)	4%

	Sub-total Institutional		167		164		163		2%	2%

Total assets under management or supervision			$	445	$	405	$	455	10%	(2%)


(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)	Represents the amount of assets in client accounts where the basis of payment for services is a fee calculated on those assets.
(4)	Source: Thomson Financial Securities Data.
(5)	Information is year to date and stated on a calendar year basis.

F - 7

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

		Quarter Ended						Percentage Change From:		Six Months Ended				Percentage
		May 31, 2000		May 31, 1999		Feb 29, 2000		May 31, 1999	Feb 29, 2000	May 31, 2000		May 31, 1999		Change

CREDIT SERVICES

Owned consumer loans
	Period end	$	22,506	$	14,588	$	23,757	54%	(5%)	$	22,506	$	14,588	54%
	Average	$	23,459	$	14,664	$	23,191	60%	1%	$	23,326	$	15,533	50%

Managed consumer loans (1)
	Period end	$	43,701	$	32,805	$	41,988	33%	4%	$	43,701	$	32,805	33%
	Average	$	42,961	$	32,258	$	41,023	33%	5%	$	41,997	$	32,575	29%
	Interest yield		13.69%		14.39%		13.35%	(0.70 pp)	0.34 pp		13.52%		14.23%	(0.71 pp)
	Interest spread		7.31%		8.81%		7.03%	(1.50 pp)	0.28 pp		7.17%		8.61%	(1.44 pp)
	Net charge-off rate		4.21%		5.55%		4.66%	(1.34 pp)	(0.45 pp)		4.43%		5.91%	(1.48 pp)
	Delinquency rate (over 30 days)		5.11%		5.94%		5.57%	(0.83 pp)	(0.46 pp)		5.11%		5.94%	(0.83 pp)

Credit Card
	Transaction volume (billions)	$	21.9	$	16.3	$	23.5	34%	(7%)	$	45.4	$	31.8	43%
	Accounts (millions)		40.4		37.5		39.2	8%	3%		40.4		37.5	8%
	Active accounts (millions)		23.1		21.2		22.8	9%	2%		23.1		21.2	9%
	Average receivables per average active account (actual $)	$	1,868	$	1,536	$	1,816	22%	3%	$	1,842	$	1,544	19%
	Discover Business Services' increase in merchant locations (thousands)		174		155		99	12%	76%		273		252	8%


(1)	Includes owned and securitized consumer loans.
						F - 8