OMB APPROVAL
OMB NUMBER:
3235-0456
EXPIRES:
AUGUST 31,
2000
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
24f-2
Annual Notice of
Securities Sold
Pursuant to
Rule 24f-2
Read instructions at end of Form before
preparing Form. Please
print or type.
1. Name and address of issuer:
Morgan Stanley Dean Witter Japan Fund
Two World Trade Center, 70th Floor
New York, N.Y. 10048
2. The name of each series or class of
securities for
which this Form is filed ( If the Form is
being filed for all series and classes of
securities of the issuer, check the box but
do not list the series or classes) :
[x]
3. Investment Company Act File Number: 333-
00437
Securities Act File Number: 811-7503
4(a). Last day of fiscal year for which this
Form is
filed: 05/31/99
4(b). [ ] Check box if this Form is being
filed late
(i.e., more than 90 calendar days after
the end of the issuer's fiscal year).
(See Instruction A.2)
Note: If this Form is being filed late,
interest must be paid on the
registration fee due.
4(c). [ ] Check box if this is the last time
the issuer
will be filing this Form.
5.Calculation of registration fee:
(i) Aggregate sale price of securities
sold during fiscal year pursuant
to section 24(f):
$ 287,498,869.45
(ii) Aggregate price of securities
redeemed or repurchased
during the fiscal year:
$ 278,334,188.90
(iii) Aggregate price of securities redeemed
or repurchased during any prior fiscal
year ending no earlier than October 11,
1995 that were not previously used to
reduce registration fees payable to the
Commission:
$ 65,792,957.54
(iv) Total available redemption credits [add
Items 5(ii) and 5(iii)] :
$(344,127,146.44)
(v) Net sales if Item 5(i) is greater
than Item 5(iv) [subtract Item 5(iv)
from item 5(i) :
$ 0.00
(vi) Redemption credits available for use
in future years if Item 5(i) is less
than Item 5(iv) [subtract Item 5(iv)
from Item 5(i)]:
$ (56,628,276.99)
(vii)Multiplier for determining
registration fee (See Instruction
C.9): 0.000278
(viii)Registration fee due [multiply Item
5(v) by Item 5(vii)] (enter 0 if no
fee is due):
=$ 0.00
6. Prepaid Shares
If the response to Item 5(i) was determined
by deduction and amount of securities that
were registered under the Securities Act of
1933 pursuant to rule 24e-2 as in effect
before [effective date of rescission of rule
24e2], then report the amount of securities
(number of shares or other units) deducted
here:
. If
there is a number of shares or other units
that were registered pursuant to rule 24e-2
remaining unsold at the end of the fiscal
year for which this Form is filed that are
available for use by the issuer in future
fiscal years, then state that number here:
7. Interest due if this Form is being filed
more than 90 days after the end of the
issuer's fiscal year (see Instruction D):
+$0.00
8. Total of the amount of the registration fee
due plus any interest due [line 5(viii) plus
line 7]:
=
$0.00
9. Date the registration fee and any interest
payment was sent to the Commission's lockbox
depository:
Method of Delivery:
[ ] Wire
Transfer
[ ] Mail or
other means
SIGNATURES
This report has been signed by the following
persons on behalf of the issuer and in the
capacities and on the dates indicated.
By (Signature and Title)* /s/Barry Fink
Barry Fink
Vice President
Date July 12, 1999
*Please print the name and title of
the signing officer below the signature.
