Exhibit 4-f


                             CERTIFICATE OF TRUST
                                      OF
                             MSDW CAPITAL TRUST V

          THIS  CERTIFICATE OF  TRUST of  MSDW Capital  Trust V  (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 V.

          (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 
                           -----------------------
                       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