EXHIBIT 10.39

  Section 14 of the 1995 Equity Incentive Compensation Plan is hereby amended
and restated to read as follows:

  "14.  PROVISIONS APPLICABLE TO SECTION 162(M) PARTICIPANTS.

        (a)   Anything in the Plan to the contrary notwithstanding, unless the
     Committee determines otherwise, all compensation (other than base salary,
     dividend equivalents and distributions from the Company's deferred
     compensation plans, capital accumulation or carried interest plans or other
     compensation plans designated by the Committee) paid by the Company to
     Section 162(m) Participants for a given fiscal year shall be paid under the
     Plan and subject to the terms and provisions of this Section 14.

        (b)   (i)  Commencing with the fiscal year of the Company beginning
December 1, 2000 and for each other fiscal year of Morgan Stanley Dean Witter
ending during the Term of the Plan, unless the Compensation Committee determines
otherwise, each Section 162(m) Participant will be eligible to earn under the
Plan an annual bonus for each fiscal year in a maximum amount equal to 0.5% of
the Company's Pre-Tax Earnings (as defined below in Section 14(d)) for that
fiscal year (the "Maximum Annual Bonus"). In determining the bonus amounts
payable under the Plan, the Compensation Committee may not pay a Section 162(m)
Participant more than the Maximum Annual Bonus. No later than 90 days following
the commencement of each fiscal year (or by such other time as may be required
or permitted by Section 162(m) of the Code), the Committee shall designate in
writing each Section 162(m) Participant.

        (ii)  Following the completion of each fiscal year, the Committee shall
     certify in writing the Maximum Annual Bonus and the bonus amounts, if any,
     payable to Section 162(m) Participants for such fiscal year. The bonus
     amounts payable to a Section 162(m) Participant will be paid annually
     following the end of the applicable fiscal year after such certification by
     the Committee in the form of cash or other permissible Awards with a value
     as of the Date of the Award, determined in accordance with Section 12(b),
     equal to the value of the annual bonus amount earned by the Section 162(m)
     Participant for such fiscal year. In determining the bonus amount earned by
     a Section 162(m) Participant for a given fiscal year, the Committee shall
     have the right to reduce (but not to increase) the bonus amount payable to
     such Section 162(m) Participant to take into account additional factors
     that the Committee may deem relevant to the assessment of individual or
     corporate performance for the year.

        (iii) In the event that all or a portion of an annual bonus awarded to a
Section 162(m) Participant for a given fiscal year is paid in whole or in part
in the form of Awards under the Plan, then for purposes of determining the
number of Shares subject to such Award, the Committee may value the Shares at a
discount to Fair Market Value to reflect the various restrictions, conditions
and limitations set forth in the Plan and the applicable Award Agreement or
Award Certificate or otherwise applicable to the Shares, but such discount shall
not exceed 50% of the Fair Market Value as of the relevant date of
determination, as determined in accordance with a valuation methodology approved
by the Committee.  Notwithstanding the

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foregoing, the Fair Market Value of any Awards granted pursuant to this Section
14(b)(iii) plus any cash paid as an annual bonus shall not exceed the Maximum
Annual Bonus.

        (c)  The Committee may also grant Section 162(m) Participants Options or
SARs with a per share exercise price equal to the Fair Market Value of a share
of Stock on the date of grant of the Option or SAR, as determined by the
Committee, provided that no such Options or SARs shall be granted to a Section
162(m) Participant to the extent that such grant would cause the individual
limitation on grants set forth in Section 4 to be exceeded.

        (d)  For purposes of this Section 14, "Pre-Tax Earnings" will mean
Morgan Stanley Dean Witter's income before income taxes as reported in its
consolidated financial statements adjusted to eliminate: (1) the cumulative
effect of changes in accounting policy (which include changes in generally
accepted accounting principles) adopted by Morgan Stanley Dean Witter, for the
relevant fiscal year; (2) expenses classified as "Provisions for Restructuring";
(3) expenses related to "Goodwill Amortization"; (4) gains and/or losses
classified as "Discontinued Operations"; and (5) gains or losses classified as
"Extraordinary Items," which may include: (A) profits or losses on disposal of
assets or segments of the previously separate companies of a business
combination within two years of the date of such combination; (B) gains on
restructuring payables; (C) gains or losses on the extinguishment of debt; (D)
gains or losses from the expropriation of property; (E) gains or losses that are
the direct result of a major casualty; (F) losses resulting from a newly enacted
law or regulation; and (G) other expenses or losses or income or gains that are
unusual in nature or infrequent in occurrence. In each instance, the above-
referenced adjustment to Pre-Tax Earnings must be in accordance with generally
accepted accounting principles and appear on the face of Morgan Stanley Dean
Witter's Consolidated Statements of Income contained in Morgan Stanley Dean
Witter's Consolidated Financial Statements for such fiscal year.

        (e)  Without further action by the Board, the provisions of this Section
14 shall cease to apply on the effective date of the repeal of Section 162(m) of
the Code (and any successor provision thereto)."

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