ITEM 77M: Mergers
Morgan Stanley Dean Witter Mid-Cap Equity Trust
("Mid-Cap Equity")
On June 22, 2000, at a Special Meeting of Shareholders
of Morgan Stanley Dean Witter Mid-Cap Dividend Growth Securities
("Mid-Cap Dividend Growth"), Shareholders of Mid-Cap Dividend
Growth approved an Agreement and Plan of Reorganization (the
"Reorganization Agreement") between Mid-Cap Dividend Growth and
Mid-Cap Equity, pursuant to which substantially all of the assets
of Mid-Cap Dividend Growth would be combined with those of Mid-
Cap Equity and shareholders of Mid-Cap Dividend Growth would
become shareholders of Mid-Cap Equity receiving shares of Mid-Cap
Equity with a value equal to the value of their holdings in Mid-
Cap Dividend Growth (the "Reorganization"). The Reorganization
Agreement was unanimously approved by the Board of Trustees on
January 26, 2000.
On July 24, 2000, the Reorganization Plan between Mid-
Cap Dividend Growth and Mid-Cap Equity was completed according to
the terms set forth in the Reorganization Agreement. An
application with the Commission on Form N8-F for an Order
declaring that Mid-Cap Dividend Growth has ceased to be an
investment company, is expected to be filed at a later date.
