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 Special
Value Fund
Two World Trade Center, 70th Floor
New York, NY 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: 333-06935
Securities Act File Number: 811-7683
4(a). Last day of fiscal year for which this Form is
filed: July 31, 1998
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): $ 192,308,465.46
(ii) Aggregate price of securities redeemed or
repurchased during the fiscal year: $ (67,632,353.62)
(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: $ 0
(iv) Total available redemption credits [add Items 5(ii)
and 5(iii)] : $ (67,632,353.62)
(v) Net sales - if Item 5(i) is greater than Item 5(iv)
[subtract Item 5(iv) from item 5(i)] : $ 124,676,111.84
(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)]: $( 0 )
(vii) Multiplier for determining registration fee (See
Instruction C.9): x 0.000295
(viii)Registration fee due [multiply Item 5(v) by Item
5(vii)] (enter 0 if no fee is due): =$ 36,779.49
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 24e-
2], then report the amount of securities (number of
shares or other units) deducted here: 0 . 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: 0
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
8. Total of the amount of the registration fee due plus any
interest due [line 5(viii) plus line 7]: =$ 36,779.49
9. Date the registration fee and any interest payment was
sent to the Commission's lockbox depository: September 16, 1998
Method of Delivery:
[ x ] 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 and General Counsel
Date: September 16, 1998
*Please print the name and title of the signing
officer below the signature.
