Exhibit 25-h


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)           |__|

                                                  
                            -------------------------

                             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)

                                                  
                            -------------------------

                             MSDW CAPITAL TRUST V
             (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