SUPPLEMENT TO THE PROSPECTUS OF
MORGAN STANLEY DEAN WITTER INCOME BUILDER FUND
Dated November 25, 1998
The second paragraph under the subsection entitled
"Portfolio Management" in the section of the Prospectus entitled
"INVESTMENT OBJECTIVES AND POLICIES" is hereby replaced by the
following:
The Fund's portfolio is managed within MSDW
Advisors' Growth and Income Group. Paul D. Vance
and Peter M. Avelar, Senior Vice Presidents of
MSDW Advisors, and Catherine Maniscalco, Vice
President of MSDW Advisors, have been the primary
portfolio co-managers of the Fund since its
inception, January 1998 and July 1999,
respectively. Messrs. Vance and Avelar have been
portfolio managers with MSDW Advisors for over
five years. Prior to joining MSDW Advisors in
March 1995, Ms. Maniscalco was a portfolio
management software product specialist at National
Investor Data Services (April 1994-March 1995).
July 29, 1999
