Exhibit 4-b




                             CERTIFICATE OF TRUST
                                      OF
                             MSDW CAPITAL TRUST I

          THIS  CERTIFICATE OF  TRUST of  MSDW Capital  Trust I  (the "Issuer
Trust"), dated as of February  12, 1998, is being duly executed  and filed by
the undersigned,  as trustees, to  form a  business trust under  the Delaware
Business Trust Act (12 Del. C. Section 3801, et seq.).
                       -------               -- ---

          (i)  Name.  The name of the business trust being formed hereby is
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MSDW Capital Trust I.

          (ii)  Delaware Trustee.  The name and business address of the
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trustee  of the Issuer Trust with a principal  place of business in the State
of  Delaware are The  Bank of New  York (Delaware), White  Clay Center, Route
273, Newark, Delaware 19711.

          (iii)  Effective Date.  This Certificate of Trust shall be
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effective as of its filing.

          IN WITNESS  WHEREOF, the  undersigned,  being the  trustees of  the
Issuer Trust, have  executed this Certificate of  Trust as of the  date first
above written.



     THE BANK OF NEW YORK (DELAWARE),
          not in its individual capacity
          but solely as Delaware Trustee


     By:    /s/ Walter N. Gitlin  
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     Name:      Walter N. Gitlin
     Title:     Authorized Signatory


     THE BANK OF NEW YORK,
          not in its individual capacity
          but solely as Property Trustee


     By:    /s/ Michael Culhane   
          ------------------------
     Name:      Michael Culhane
     Title:     Vice President