EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement (for
the Morgan Stanley & Co. Incorporated Deferred Profit Sharing Plan) of Morgan
Stanley Dean Witter & Co. (the "Registrant") on Form S-8 of our reports dated
January 12, 2001, appearing in the Annual Report on Form 10-K of the Registrant
for the fiscal year ended November 30, 2000 (these reports express an
unqualified opinion; the report on the consolidated financial statements
includes an explanatory paragraph for a change in the method of accounting for
certain offering costs of closed-end funds).
/s/ Deloitte & Touche, LLP
New York, New York
February 20, 2001