Exhibit 25-g


                THIS CONFORMING PAPER FORMAT DOCUMENT IS BEING
             SUBMITTED PURSUANT TO RULE 901(d) OF REGULATION S-T

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                                   FORM T-1

                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                           STATEMENT OF ELIGIBILITY
                  UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                   CORPORATION DESIGNATED TO ACT AS TRUSTEE

                     CHECK IF AN APPLICATION TO DETERMINE
                     ELIGIBILITY OF A TRUSTEE PURSUANT TO
                       SECTION 305(b)(2)           |__|

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                             THE BANK OF NEW YORK
             (Exact name of trustee as specified in its charter)


             New York                                       13-5160382       
     ----------------------------                        ------------------- 
       (State of incorporation                            (I.R.S. employer   
     if not a U.S. national bank)                        identification no.) 


     48 Wall Street, New York, N.Y.                            10286         
- ----------------------------------------                    ----------       
(Address of principal executive offices)                    (Zip code)       


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                            MSDW CAPITAL TRUST IV
             (Exact name of obligor as specified in its charter)


               DELAWARE                                  To Be Applied For   
    -------------------------------                     -------------------  
    (State or other jurisdiction of                      (I.R.S. employer    
    incorporation or organization)                      identification no.)  


            1585 Broadway
          New York, New York                                   10036         
- ----------------------------------------                    ----------       
(Address of principal executive offices)                    (Zip code)       

                            ______________________

                              Capital Securities
                     (Title of the indenture securities)




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1.   GENERAL  INFORMATION.   FURNISH  THE  FOLLOWING  INFORMATION  AS TO  THE
TRUSTEE:

     (A)  NAME AND  ADDRESS  OF EACH  EXAMINING OR  SUPERVISING AUTHORITY  TO
          WHICH IT IS SUBJECT.

- -----------------------------------------------------------------------------
                  Name                                        Address
- -----------------------------------------------------------------------------

Superintendent of Banks of the State of      2 Rector Street, New York,
New York                                     N.Y.  10006,  and  Albany,  N.Y.
                                             12203

Federal Reserve Bank of New York             33 Liberty Plaza, New York, N.Y.
                                             10045

Federal Deposit Insurance Corporation        Washington, D.C. 20429

New York Clearing House Association          New York, New York 10005


     (B)  WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

     Yes.

2.   AFFILIATIONS WITH OBLIGOR.

     IF THE  OBLIGOR  IS AN  AFFILIATE  OF THE  TRUSTEE,  DESCRIBE EACH  SUCH
     AFFILIATION. 

     None.

16.  LIST OF EXHIBITS. 

     EXHIBITS IDENTIFIED IN PARENTHESES  BELOW, ON FILE WITH  THE COMMISSION,
     ARE INCORPORATED HEREIN  BY REFERENCE AS AN EXHIBIT  HERETO, PURSUANT TO
     RULE 7A-29  UNDER THE  TRUST INDENTURE ACT  OF 1939  (THE "ACT")  AND 17
     C.F.R. 229.10(D).

     1.   A copy  of the  Organization Certificate  of The Bank  of New  York
          (formerly Irving Trust  Company) as now  in effect, which  contains
          the  authority  to commence  business  and  a  grant of  powers  to
          exercise corporate trust powers.   (Exhibit 1 to Amendment No. 1 to
          Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a
          and 1b to  Form T-1 filed with Registration  Statement No. 33-21672
          and Exhibit  1 to  Form T-1 filed  with Registration  Statement No.
          33-29637.)

     4.   A copy of the existing By-laws of  the Trustee.  (Exhibit 4 to Form
          T-1 filed with Registration Statement No. 33-31019.)

     6.   The  consent of the Trustee required by  Section 321(b) of the Act.
          (Exhibit  6  to  Form T-1  filed  with  Registration Statement  No.
          33-44051.)

     7.   A copy of the  latest report of condition of  the Trustee published
          pursuant  to law  or  to  the requirements  of  its supervising  or
          examining authority.




                                  SIGNATURE


     Pursuant to the  requirements of the Act,  the Trustee, The Bank  of New
York, a corporation organized and existing under the laws of the State of New
York, has  duly caused  this statement  of eligibility  to be  signed on  its
behalf by the undersigned, thereunto duly authorized, all in The City  of New
York, and State of New York, on the 11th day of February, 1998.


                                        THE BANK OF NEW YORK



                                        By:    /s/ LUCILLE FIRRINCIELI    
                                            ------------------------------
                                            Name:  LUCILLE FIRRINCIELI
                                            Title: VICE PRESIDENT