8-K

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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM 8-K

                                CURRENT REPORT

                        Pursuant to Section 13 or 15(d)
                    of the Securities Exchange Act of 1934


      Date of Report (date of earliest event reported): January 24, 2001



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



          Delaware                      1-11758               36-3145972

(State or other jurisdiction of    (Commission File     (I.R.S. Employer
incorporation or organization)     Number)              Identification Number)

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


      Registrant's telephone number, including area code: (212) 761-4000

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Item 5.  Other Events

         Attached and incorporated herein by reference as Exhibit 99.1 is a
press release dated January 24, 2001 regarding certain personnel changes at
Morgan Stanley Dean Witter & Co.


Item 7(c).  Exhibits

99.1     Press release dated January 24, 2001.



                                  SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                        MORGAN STANLEY DEAN WITTER & CO.

                                        Registrant




                                        By:   /s/ Ronald T. Carman
                                              ------------------------------
                                              Ronald T. Carman
                                              Assistant Secretary



Date:    January 24, 2001



                               Index to Exhibits


Exhibit No.                     Description
99.1                            Press release dated January 24, 2001.

EX-99.1

         FOR IMMEDIATE RELEASE                       Contact: Raymond O'Rourke
                                                            212 761 4262


                       JOHN J. MACK RESIGNS AS PRESIDENT
                          AND CHIEF OPERATING OFFICER


NEW YORK - January 24, 2001: Morgan Stanley Dean Witter (NYSE: MWD) today

announced that its board of directors has accepted the resignation of John J.

Mack, the firm's president and chief operating officer, effective March 21,

2001. Robert G. Scott, the firm's chief financial officer, has been named to

succeed Mr. Mack. Stephen S. Crawford, the firm's chief strategic and

administrative officer, will succeed Mr. Scott.


"No one has done more than John Mack to make Morgan Stanley Dean Witter the

world's leading financial services firm," said Philip J. Purcell, Morgan

Stanley Dean Witter chairman and chief executive officer. "His absolute

commitment to excellence and his unstinting dedication to the men and women of

Morgan Stanley Dean Witter and its clients has set the standard by which the

new generation of leaders of our firm will measure themselves. As my

colleague, as a leader, and as a mentor and friend to the most talented people

in our industry, he will be greatly missed."


Mr. Mack said: "Beyond the financial rewards we have achieved for our

shareholders and the opportunities we have created for our clients, I am most

proud of the people of Morgan Stanley Dean Witter, who have made my career

here so fulfilling." Mr. Mack added, "I will work with Phil to ensure that

there is a smooth transition in the leadership of MSDW. I will assist him with

client relationships and commitments and in communicating the transition to

our employees. I am confident that the leadership that has come of age since

our two great firms merged is fully prepared for the new challenges ahead. I

am proud to have been a part of what this wonderful firm has accomplished."


"Bob Scott is uniquely qualified for his new position," said Mr. Purcell, "He

has run large operating units with the firm and is well known and respected by

our shareholders and the investment community. Like Mr. Scott, Steve Crawford

brings a wealth of operating experience to his new position. He brings

significant experience as an advisor to financial institutions from his tenure

as an investment banker. He has been instrumental in helping position our own

firm to make the most of the opportunities we see ahead."


Mr. Mack joined Morgan Stanley in 1972 in the firm's bond department. He was

named a managing director of the firm in 1979 and president in 1993. Morgan

Stanley merged with Dean Witter in May 1997.


Mr. Scott joined Morgan Stanley in 1970 in the firm's investment banking

department. He was named a managing director in 1979 and chief financial

officer of the merged organization in 1997. In the course of his 31 years with

the firm he has worked in or headed a number of its principal lines of

business, including capital market services and corporate finance. Prior to

the merger he was head of Morgan Stanley's Investment Banking Division.


Mr. Crawford joined the firm in its investment banking division in 1986 and

was named a managing director in 1998. He assumed his current position last

year. Prior to that he was co-head of the financial institutions group within

investment banking.


Morgan Stanley Dean Witter & Co. (NYSE:MWD) is a global financial services

firm and a market leader in securities, asset management and credit services.

The Company has more than 600 offices in 28 countries around the world.