DEAN WITTER MARKET LEADER TRUST, N-30D, 1998-05-06

DEAN WITTER MARKET LEADER TRUST
N-30D, 1998-05-06

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<PAGE> 1

DEAN WITTER MARKET LEADER TRUST Two World Trade Center, New York, New York 10048

LETTER TO THE SHAREHOLDERS February 28, 1998

DEAR SHAREHOLDER:

The weakening Asian economies and their potential impact on leading U.S.
companies was of primary concern over the past six months. Indeed, the October
1997 market decline and weakness in the technology sector were prompted by fears
that exports, as well as domestic consumption and earnings, would be adversely
affected by slower Asian economic activity. The stock market rose in February
when it became apparent that the impact on U.S. companies was not likely to be
as harsh as many observers had previously thought.

PERFORMANCE

On July 28, 1997 Dean Witter Market Leader Trust began offering four classes of
shares -- A, B, C and D -- each with its own sales charge and distribution fee
structure. A revised prospectus, which includes complete details regarding the
Fund's conversion to multiple classes of shares, was mailed to shareholders in
mid-summer 1997.

For the six-month period ended February 28, 1998, the Fund's Class B shares
posted a total return of 9.77 percent versus 17.60 percent for the Standard &
Poor's 500 Composite Stock Price Index (S&P 500) and 14.69 percent for the
Lipper Analytical Services Inc. Growth Funds Index. For the same period the
Fund's Class A, C and D shares posted total returns of 10.10 percent, 9.81
percent and 10.29 percent, respectively.

The Fund's underperformance over the past six months relative to its benchmarks
is attributable primarily to the fact that the portfolio was not fully invested
for much of the period. Performance of the Fund's four share classes varies
because of differing sales charges and expenses.

THE PORTFOLIO

Over the past six months the Fund went from 70 percent invested to fully
invested, taking advantage of the October market weakness. The sectors with the
heaviest exposure were technology (28.5 percent of net assets), financial
services (15.2 percent) and energy (12.9 percent), principally oil service
companies. Companies in these areas have been increasing
<PAGE> 2

DEAN WITTER MARKET LEADER TRUST

LETTER TO THE SHAREHOLDERS February 28, 1998, continued

revenues and earnings considerably faster than the broader market. In addition,
many of these companies have been selling at attractive prices based not only on
their past performance, but also on their expected future growth. (Investors
should realize that past performance, while potentially providing insight into a
company's intrinsic value, does not guarantee future returns.)

In the financial services area a number of brokerage firm stocks were purchased
in anticipation of continuing industry consolidation and strong earnings growth.
These companies have performed well and are expected to outperform the broader
S&P 500 as long as the environment for the capital markets and money flows to
mutual funds remains positive. Brokerage companies in the portfolio include
Merrill Lynch & Co., Inc., Paine Webber Group, Inc., Lehman Brothers Holdings,
Inc. and Legg Mason, Inc. Other significant holdings in finance include American
International Group, Inc., Chase Manhattan Corp., Fannie Mae and Providian
Financial Corp.

Fund performance lagged in the fall of 1997 because of heavy overweighting in
technology and international exposure, both of which fell under the Asian cloud
of uncertainty. Previously, the market was willing to pay a premium for high
quality companies with substantial multinational activities. However, this
autumn decline did not discriminate between heavy Asian exposure and diversified
international exposure with modest business in Asia.

In the latter part of the six-month period under review the rebound from the
earlier decline turned out to be a significant factor in the Fund's strong
performance in February. In mid-February, when technology was performing well
and top energy companies were making new intermediate lows, exposure was
increased to the energy sector with special emphasis in the oil service area. In
this group substantial additions were made in Schlumberger, Ltd., Noble Drilling
Corp. and Halliburton Co., as well as producers such as Chevron Corp. and YPF
Sociedad Anonima. At the same time the portfolio's weighting in technology was
slightly reduced, not because of diminished future growth, but because of price
appreciation in a heavily overweighted sector. The Fund's technology holdings
include Cisco Systems, Inc., Intel Corp. and Gateway 2000, Inc. In late February
and early March, as the technology sector began to weaken, the energy sector's
new-found strength helped maintain and increase the Fund's net asset value.

OUTLOOK

Over the next six months the U.S. economy is expected to continue to expand
somewhat faster than many observers currently forecast. Also, earnings, while
growing slower than last year, are expected to increase about five percent.
<PAGE> 3
DEAN WITTER MARKET LEADER TRUST

LETTER TO THE SHAREHOLDERS February 28, 1998, continued

We believe that the companies held in the Fund's portfolio will continue to
expand not only their revenues and earnings, but also their market share in
either today's favorable economic environment or, if conditions change, in a
less favorable climate. Accordingly, the Fund's strategy going forward is to
continue to invest in companies that expected to grow substantially faster than
the S&P 500, paying only slightly more in terms of price-to-earnings ratios or
cash flow multiples for leading U.S. and global companies. We believe this will
result in a high-quality portfolio with a potentially attractive risk profile
relative to the broader market.

We appreciate your support of Dean Witter Market Leader Trust and look forward
to continuing to serve your investment needs.

Very truly yours,

/S/ CHARLES A. FIUMEFREDDO
CHARLES A. FIUMEFREDDO
Chairman of the Board
<PAGE> 4

DEAN WITTER MARKET LEADER TRUST

PORTFOLIO OF INVESTMENTS February 28, 1998 (unaudited)

<TABLE>
<CAPTION>
NUMBER OF
SHARES VALUE
- -------------------------------------------------------
<S> <C> <C>
COMMON STOCKS (95.3%)
Aircraft & Aerospace (1.3%)
35,000 Boeing Co. .................. $ 1,898,750
------------

Banks (5.3%)
25,000 Chase Manhattan Corp. ....... 3,101,562
19,000 Citicorp..................... 2,517,500
7,000 Wells Fargo & Co. ........... 2,254,000
------------
7,873,062
------------
Building Materials (0.7%)
20,000 Masco Corp. ................. 1,087,500
------------

Computer Software & Services
(9.0%)
85,000 Checkfree Holding*........... 1,843,437
66,000 Cisco Systems, Inc.*......... 4,347,750
17,000 Computer Sciences Corp.*..... 1,779,687
35,000 Electronics for Imaging,
Inc.*....................... 772,187
85,000 First Data Corp. ............ 2,890,000
20,000 Microsoft Corp.*............. 1,695,000
------------
13,328,061
------------
Computers (9.1%)
112,000 COMPAQ Computer Corp. ....... 3,591,000
20,000 EMC Corp.*................... 765,000
85,000 Gateway 2000, Inc.*.......... 3,740,000
33,000 Hewlett-Packard Co. ......... 2,211,000
30,000 International Business
Machines Corp. ............. 3,133,125
------------
13,440,125
------------
Drugs & Healthcare (14.2%)
45,000 Agouron Pharmaceuticals,
Inc.*....................... 1,659,375
30,000 American Home Products
Corp. ...................... 2,812,500
45,000 Amgen Inc.*.................. 2,390,625
20,000 Bristol-Myers Squibb Co. .... 2,003,750
35,000 Centocor, Inc.*.............. 1,260,000
25,000 Intelligent Polymers Ltd.
(Units)++*.................. 643,750
50,000 Johnson & Johnson............ 3,775,000
33,000 Merck & Co., Inc. ........... 4,209,562
25,000 Pfizer, Inc. ................ 2,212,500
------------
20,967,062
------------
Electrical Equipment (0.8%)
30,000 General Signal Corp. ........ 1,218,750
------------
</TABLE>

<TABLE>
<CAPTION>
NUMBER OF
SHARES VALUE
- -------------------------------------------------------
<S> <C> <C>
Electronics - Semiconductors/
Components (7.0%)
85,000 DII Group, Inc.*............. $ 2,252,500
47,000 Intel Corp. ................. 4,212,375
30,000 Photronics, Inc.*............ 873,750
30,000 Texas Instruments, Inc. ..... 1,736,250
25,000 Vitesse Semiconductor
Corp.*...................... 1,268,750
------------
10,343,625
------------
Financial Services (6.9%)
32,000 Fannie Mae................... 2,042,000
40,000 Hambrecht & Quist Group*..... 1,285,000
10,933 Legg Mason, Inc. ............ 653,247
20,000 Lehman Brothers Holdings,
Inc......................... 1,261,250
20,000 Merrill Lynch & Co., Inc. ... 1,431,250
45,000 Paine Webber Group, Inc. .... 1,890,000
30,000 Providian Financial Corp. ... 1,702,500
------------
10,265,247
------------
Foods (0.2%)
8,200 Keebler Foods Co.*........... 257,275
------------

Insurance (2.2%)
27,000 American International Group,
Inc. ....................... 3,245,063
------------

Machinery (2.0%)
95,000 JLG Industries, Inc. ........ 1,484,375
50,000 Roper Industries, Inc. ...... 1,453,125
------------
2,937,500
------------
Medical Products & Supplies
(1.5%)
70,000 U.S. Surgical Corp. ......... 2,143,750
------------

Metals & Mining (3.0%)
50,000 Nucor Corp. ................. 2,575,000
30,000 Phelps Dodge Corp. .......... 1,905,000
------------
4,480,000
------------
Natural Gas (0.4%)
8,000 Anardarko Petroleum Corp. ... 516,000
------------

Oil & Gas (4.2%)
20,000 Chevron Corp. ............... 1,622,500
45,000 Snyder Oil Corp. ............ 838,125
35,000 Sun Co., Inc. ............... 1,397,813
30,000 Unocal Corp. ................ 1,130,625
40,000 YPF Sociedad Anonima (ADR)
(Argentina)................. 1,265,000
------------
6,254,063
------------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS
<PAGE> 5
DEAN WITTER MARKET LEADER TRUST

PORTFOLIO OF INVESTMENTS February 28, 1998 (unaudited) continued

<TABLE>
<CAPTION>
NUMBER OF
SHARES VALUE
- -------------------------------------------------------
<S> <C> <C>
Oil Drilling & Services (8.3%)
700 Dril-Quip, Inc. ............. $ 21,263
50,000 Global Marine, Inc.*......... 1,159,375
44,000 Halliburton Co. ............. 2,046,000
75,000 Noble Drilling Corp.*........ 2,128,125
60,000 Rowan Companies, Inc.*....... 1,691,250
35,000 Schlumberger, Ltd. .......... 2,638,125
60,000 Tidewater, Inc. ............. 2,670,000
------------
12,354,138
------------
Real Estate Investment Trust
(0.8%)
50,000 Patriot American Hospitality,
Inc. ....................... 1,250,000
------------
Restaurants (2.4%)
65,000 McDonald's Corp. ............ 3,558,750
------------

Retail (8.2%)
70,000 Cendant Corp.*............... 2,625,000
25,000 Consolidated Stores Corp.*... 1,028,125
94,000 Proffitt's, Inc.*............ 3,184,250
70,000 Rite Aid Corp. .............. 2,266,250
80,000 TJX Companies, Inc. ......... 3,090,000
------------
12,193,625
------------
Telecommunications (6.2%)
30,000 ICG Communications, Inc.*.... 1,005,000
100,000 Intelect Communications,
Inc. ....................... 662,500
29,000 Motorola, Inc. .............. 1,616,750
60,000 Nextel Communications, Inc.
(Class A)*.................. 1,770,000
25,000 Nokia Corp. (ADR)
(Finland)................... 2,518,750
13,000 Telecomunicacoes Brasileiras
S.A. (TELEBRAS) (ADR)
(Brazil).................... 1,591,688
------------
9,164,688
------------
Utilities - Gas (1.6%)
26,000 Sonat, Inc. ................. 1,121,250
40,000 Williams Companies, Inc. .... 1,307,500
------------
2,428,750
------------

TOTAL COMMON STOCKS
(Identified Cost
$124,125,167)................ 141,205,784
------------
</TABLE>

<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT IN
THOUSANDS VALUE
- -------------------------------------------------------
<S> <C> <C>
SHORT-TERM INVESTMENTS (a)
(7.0%)
COMMERCIAL PAPER
Banks - Commercial (3.6%)
$ 5,400 Bank of New York Co., Inc.
5.61% due 03/02/98.......... $ 5,399,159
------------

U.S. GOVERNMENT AGENCY (3.4%)
5,000 Federal Home Loan Mortgage
Corp. 5.45% due 03/05/98.... 4,996,972
------------

TOTAL SHORT-TERM INVESTMENTS
(Amortized Cost
$10,396,131)................ 10,396,131
------------

TOTAL INVESTMENTS
(Identified Cost $134,521,298)
(b).............................. 102.3% 151,601,915

LIABILITIES IN EXCESS OF
CASH AND OTHER ASSETS........... (2.3) (3,377,781)
---- ------------

NET ASSETS....................... 100.0% $148,224,134
===== ============

</TABLE>

- ---------------------

<TABLE>
<C> <S>
ADR American Depository Receipt.
* Non-income producing security.
++ Consists of one or more classes of securities
traded together as a unit; common stocks with
attached warrants.
(a) Securities were purchased on a discount basis. The
interest rates shown have been adjusted to reflect
a money market equivalent yield.
(b) The aggregate cost for federal income tax purposes
approximates identified cost. The aggregate gross
unrealized appreciation is $19,447,267 and the
aggregate gross unrealized depreciation is
$2,366,650, resulting in net unrealized
appreciation of $17,080,617.
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS
<PAGE> 6

DEAN WITTER MARKET LEADER TRUST

FINANCIAL STATEMENTS

<TABLE>
<S> <C>
STATEMENT OF ASSETS AND LIABILITIES
February 28, 1998 (unaudited)

ASSETS:
Investments in securities, at value
(identified cost $134,521,298).......... $151,601,915
Cash..................................... 99,781
Receivable for:
Investments sold..................... 851,747
Shares of beneficial interest sold... 356,871
Dividends............................ 96,655
Receivable from affiliate................ 8,305
Deferred organizational expenses......... 68,303
Prepaid expenses and other assets........ 106,772
------------
TOTAL ASSETS......................... 153,190,349
------------
LIABILITIES:
Payable for:
Investments purchased................ 4,347,938
Shares of beneficial interest
repurchased......................... 322,655
Plan of distribution fee............. 112,399
Investment management fee............ 85,428
Organizational expenses.................. 11,386
Accrued expenses and other payables...... 86,409
------------
TOTAL LIABILITIES.................... 4,966,215
------------
NET ASSETS........................... $148,224,134
============
COMPOSITION OF NET ASSETS:
Paid-in-capital.......................... $131,871,689
Net unrealized appreciation.............. 17,080,617
Net investment loss...................... (363,067)
Accumulated net realized loss............ (365,105)
------------
NET ASSETS........................... $148,224,134
============
CLASS A SHARES:
Net Assets............................... $456,226
Shares Outstanding (unlimited authorized,
$.01 par value)......................... 38,746
NET ASSET VALUE PER SHARE............ $11.77
======
MAXIMUM OFFERING PRICE PER SHARE,
(net asset value plus 5.54% of net
asset value)........................ $12.42
======
CLASS B SHARES:
Net Assets............................... $145,106,097
Shares Outstanding (unlimited authorized,
$.01 par value)......................... 12,339,810
NET ASSET VALUE PER SHARE............ $11.76
======
CLASS C SHARES:
Net Assets............................... $985,560
Shares Outstanding (unlimited authorized,
$.01 par value)......................... 83,894
NET ASSET VALUE PER SHARE............ $11.75
======
CLASS D SHARES:

Net Assets............................... $1,676,251
Shares Outstanding (unlimited authorized,
$.01 par value)......................... 142,348
NET ASSET VALUE PER SHARE............ $11.78
======
STATEMENT OF OPERATIONS
For the six months ended February 28, 1998
(unaudited)

NET INVESTMENT INCOME:

INCOME
Interest................................. $ 559,225
Dividends................................ 423,180
------------

TOTAL INCOME......................... 982,405
------------
EXPENSES
Plan of distribution fee (Class A
shares)................................. 478
Plan of distribution fee (Class B
shares)................................. 636,997
Plan of distribution fee (Class C
shares)................................. 3,609
Investment management fee................ 483,530
Transfer agent fees and expenses......... 83,427
Registration fees........................ 52,083
Professional fees........................ 37,134
Shareholder reports and notices.......... 22,838
Custodian fees........................... 8,388
Organizational expenses.................. 8,140
Trustees' fees and expenses.............. 8,078
Other.................................... 764
------------

TOTAL EXPENSES....................... 1,345,466
------------

NET INVESTMENT LOSS.................. (363,061)
------------
NET REALIZED AND UNREALIZED GAIN:
Net realized gain........................ 209
Net change in unrealized appreciation.... 12,868,741
------------

NET GAIN............................. 12,868,950
------------

NET INCREASE............................. $ 12,505,889
============
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS
<PAGE> 7

DEAN WITTER MARKET LEADER TRUST

FINANCIAL STATEMENTS, continued

<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN NET ASSETS
FOR THE PERIOD
FOR THE SIX APRIL 28, 1997*
MONTHS ENDED THROUGH
FEBRUARY 28, 1998 AUGUST 31, 1997**
- -------------------------------------------------------------------------------------------
(unaudited)
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
Net investment income (loss)........................ $ (363,061) $ 322,836
Net realized gain................................... 209 434,680
Net change in unrealized appreciation............... 12,868,741 4,211,876
------------ ------------

NET INCREASE.................................... 12,505,889 4,969,392
------------ ------------

DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM:

Net investment income
Class A shares.................................. (2,346) --
Class B shares.................................. (371,207) --
Class C shares.................................. (3,451) --
Class D shares.................................. (1,350) --

Net realized gain
Class A shares.................................. (2,408) --
Class B shares.................................. (791,200) --
Class C shares.................................. (5,176) --
Class D shares.................................. (1,210) --
------------ ------------

TOTAL DIVIDENDS AND DISTRIBUTIONS............... (1,178,348) --
------------ ------------

Net increase from transactions in shares of
beneficial interest................................ 28,987,273 102,839,928
------------ ------------

NET INCREASE.................................... 40,314,814 107,809,320

NET ASSETS:
Beginning of period................................. 107,909,320 100,000
------------ ------------
END OF PERIOD
(Including a net investment loss of $363,067 and
undistributed net investment income of $378,348,
respectively)................................... $148,224,134 $107,909,320
============ ============
</TABLE>

- ---------------------

* Commencement of operations.
** Class A, Class C and Class D shares were issued July 28, 1997.

SEE NOTES TO FINANCIAL STATEMENTS
<PAGE> 8

DEAN WITTER MARKET LEADER TRUST

NOTES TO FINANCIAL STATEMENTS February 28, 1998 (unaudited)

1. ORGANIZATION AND ACCOUNTING POLICIES

Dean Witter Market Leader Trust (the "Fund") is registered under the Investment
Company Act of 1940, as amended (the "Act"), as a diversified, open-end
management investment company. The Fund's investment objective is long-term
growth of capital. The Fund seeks to achieve its investment objective by
investing at least 65% of its assets in equity securities issued by companies
that are established leaders in their respective fields in growing industries in
domestic and foreign markets. The Fund was organized as a Massachusetts business
trust on November 4, 1996 and had no other operations other than those relating
to organizational matters and the issuance of 10,000 shares of beneficial
interest for $100,000 to Dean Witter InterCapital Inc. (the "Investment
Manager") to effect the Fund's initial capitalization. The Fund commenced
operations on April 28, 1997. On July 28, 1997, the Fund commenced offering
three additional classes of shares, with the then current shares designated as
Class B shares.

The Fund offers Class A shares, Class B shares, Class C shares and Class D
shares. The four classes are substantially the same except that most Class A
shares are subject to a sales charge imposed at the time of purchase, some Class
A shares, and most Class B shares and Class C shares are subject to a contingent
deferred sales charge imposed on shares redeemed within one year, six years and
one year, respectively. Class D shares are not subject to a sales charge.
Additionally, Class A shares, Class B shares and Class C shares incur
distribution expenses.

The preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts and disclosures. Actual results could differ from
those estimates.

The following is a summary of significant accounting policies:

A. VALUATION OF INVESTMENTS -- (1) an equity security listed or traded on the
New York, American or other domestic or foreign stock exchange is valued at its
latest sale price on that exchange prior to the time when assets are valued; if
there were no sales that day, the security is valued at the latest bid price (in
cases where securities are traded on more than one exchange, the security is
valued on the exchange designated as the primary market pursuant to procedures
adopted by the Trustees); (2) all other portfolio securities for which
over-the-counter market quotations are readily available are valued at the
latest available bid price prior to the time of valuation; (3) when market
quotations are not readily available, including circumstances under which it is
determined by the Investment Manager that sale or bid prices are not reflective
of a security's market value, portfolio securities are valued at their fair
value as determined in good faith under procedures established by and under the
general
<PAGE> 9
DEAN WITTER MARKET LEADER TRUST

NOTES TO FINANCIAL STATEMENTS February 28, 1998, (unaudited) continued

supervision of the Trustees (valuation of debt securities for which market
quotations are not readily available may be based upon current market prices of
securities which are comparable in coupon, rating and maturity or an appropriate
matrix utilizing similar factors); (4) certain portfolio securities may be
valued by an outside pricing service approved by the Trustees. The pricing
service may utilize a matrix system incorporating security quality, maturity and
coupon as the evaluation model parameters, and/or research and evaluations by
its staff, including review of broker-dealer market price quotations, if
available, in determining what it believes is the fair valuation of the
portfolio securities valued by such pricing service; and (5) short-term debt
securities having a maturity date of more than sixty days at time of purchase
are valued on a mark-to-market basis until sixty days prior to maturity and
thereafter at amortized cost based on their value on the 61st day. Short-term
debt securities having a maturity date of sixty days or less at the time of
purchase are valued at amortized cost.

B. ACCOUNTING FOR INVESTMENTS -- Security transactions are accounted for on the
trade date (date the order to buy or sell is executed). Realized gains and
losses on security transactions are determined by the identified cost method.
Dividend income and other distributions are recorded on the ex-dividend date.
Discounts are accreted over the life of the respective securities. Interest
income is accrued daily.

C. MULTIPLE CLASS ALLOCATIONS -- Investment income, expenses (other than
distribution fees), and realized and unrealized gains and losses are allocated
to each class of shares based upon the relative net asset value on the date such
items are recognized. Distribution fees are charged directly to the respective
class.

D. FEDERAL INCOME TAX STATUS -- It is the Fund's policy to comply with the
requirements of the Internal Revenue Code applicable to regulated investment
companies and to distribute all of its taxable income to its shareholders.
Accordingly, no federal income tax provision is required.

E. DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS -- The Fund records dividends and
distributions to its shareholders on the ex-dividend date. The amount of
dividends and distributions from net investment income and net realized capital
gains are determined in accordance with federal income tax regulations which may
differ from generally accepted accounting principles. These "book/tax"
differences are either considered temporary or permanent in nature. To the
extent these differences are permanent in nature, such amounts are reclassified
within the capital accounts based on their federal tax-basis treatment;
temporary differences do not require reclassification. Dividends and
distributions which exceed net investment income and net realized capital gains
for financial reporting purposes but not for tax purposes are reported as
dividends in excess of net investment income or distributions in excess of net
realized capital gains. To the extent they exceed net investment income and net
realized capital gains for tax purposes, they are reported as distributions of
paid-in-capital.
<PAGE> 10
DEAN WITTER MARKET LEADER TRUST

NOTES TO FINANCIAL STATEMENTS February 28, 1998, (unaudited) continued

F. ORGANIZATIONAL EXPENSES -- The Investment Manager paid the organizational
expenses of the Fund in the amount of approximately $82,100 which will be
reimbursed for the full amount thereof. Such expenses have been deferred and are
being amortized on the straight-line method over a period not to exceed five
years from the commencement of operations.

2. INVESTMENT MANAGEMENT AGREEMENT

Pursuant to an Investment Management Agreement, the Fund pays the Investment
Manager a management fee, accrued daily and payable monthly, by applying the
annual rate of 0.75% to the net assets of the Fund determined as of the close of
each business day.

Under the terms of the Agreement, in addition to managing the Fund's
investments, the Investment Manager maintains certain of the Fund's books and
records and furnishes, at its own expense, office space, facilities, equipment,
clerical, bookkeeping and certain legal services and pays the salaries of all
personnel, including officers of the Fund who are employees of the Investment
Manager. The Investment Manager also bears the cost of telephone services, heat,
light, power and other utilities provided to the Fund.

3. PLAN OF DISTRIBUTION

Shares of the Fund are distributed by Dean Witter Distributors Inc. (the
"Distributor"), an affiliate of the Investment Manager. The Fund has adopted a
Plan of Distribution (the "Plan") pursuant to Rule 12b-1 under the Act. The Plan
provides that the Fund will pay the Distributor a fee which is accrued daily and
paid monthly at the following annual rates: (i) Class A -- up to 0.25% of the
average daily net assets of Class A; (ii) Class B -- 1.0% of the average daily
net assets of Class B; and (iii) Class C -- up to 1.0% of the average daily net
assets of Class C. In the case of Class A shares, amounts paid under the Plan
are paid to the Distributor for services provided. In the case of Class B and
Class C shares, amounts paid under the Plan are paid to the Distributor for
services provided and the expenses borne by it and others in the distribution of
the shares of these Classes, including the payment of commissions for sales of
these Classes and incentive compensation to, and expenses of, account executives
of Dean Witter Reynolds Inc. ("DWR"), an affiliate of the Investment Manager and
Distributor, and others who engage in or support distribution of the shares or
who service shareholder accounts, including overhead and telephone expenses,
printing and distribution of prospectuses and reports used in connection with
the offering of these shares to other than current shareholders and the
preparation, printing and distribution of sales literature and advertising
materials. In addition, the Distributor may utilize fees paid pursuant to the
Plan, in the case of Class B shares, to compensate DWR and other selected
broker-dealers for their opportunity costs in advancing such amounts, which
compensation would be in the form of a carrying charge on any unreimbursed
expenses.
<PAGE> 11
DEAN WITTER MARKET LEADER TRUST

NOTES TO FINANCIAL STATEMENTS February 28, 1998, (unaudited) continued

In the case of Class B Shares, provided that the Plan continues in effect, any
cumulative expenses incurred by the Distributor but not yet recovered may be
recovered through the payment of future distribution fees from the Fund pursuant
to the Plan and contingent deferred sales charges paid by investors upon
redemption of Class B shares. Although there in no legal obligation for the Fund
to pay expenses incurred in excess of payments made to the Distributor under the
Plan and the proceeds of contingent deferred sales charges paid by investors
upon redemption of shares, if for any reason the Plan is terminated, the
Trustees will consider at that time the manner in which to treat such expenses.
The Distributor has advised the Fund that such excess amounts, including
carrying charges, totaled $6,009,023 at February 28, 1998.

In the case of Class A shares and Class C shares, expenses incurred pursuant to
the Plan in any calendar year in excess of 0.25% or 1.0% of the average daily
net assets of Class A or Class C, respectively, will not be reimbursed by the
Fund through payments in any subsequent year, except that expenses representing
a gross sales credit to account executives may be reimbursed in the subsequent
calendar year. For the six months ended February 28, 1998, the distribution fee
was accrued for Class A shares and Class C shares at the annual rate of 0.25%
and 1.0%, respectively.

The Distributor has informed the Fund that for the six months ended February 28,
1998, it received contingent deferred sales charges from certain redemptions of
the Fund's Class B shares and Class C shares of $170,966 and $425, respectively
and received $5,737 in front-end sales charges from sales of the Fund's Class A
shares. The respective shareholders pay such charges which are not an expense of
the Fund.

4. SECURITY TRANSACTIONS AND TRANSACTIONS WITH AFFILIATES

The cost of purchases and proceeds from sales of portfolio securities, excluding
short-term investments, for the six months ended February 28, 1998 aggregated
$83,740,116 and $26,844,139, respectively.

For the six months ended February 28, 1998, the Fund incurred $30,920 in
brokerage commissions with DWR for portfolio transactions executed on behalf of
the Fund.

For the six months ended February 28, 1998, the Fund incurred brokerage
commissions of $3,450 with Morgan Stanley & Co., Inc., an affliate of the
Investment Manager, for portfolio transactions executed on behalf of the Fund.

Dean Witter Trust FSB, an affiliate of the Investment Manager and Distributor,
is the Fund's transfer agent.
<PAGE> 12
DEAN WITTER MARKET LEADER TRUST

NOTES TO FINANCIAL STATEMENTS February 28, 1998, (unaudited) continued

5. SHARES OF BENEFICIAL INTEREST

Transactions in shares of beneficial interest were as follows:

<TABLE>
<CAPTION>
FOR THE PERIOD
FOR THE SIX APRIL 28, 1997*
MONTHS ENDED THROUGH
FEBRUARY 28, 1998 AUGUST 31, 1997**
------------------------ ------------------------
(unaudited)
SHARES AMOUNT SHARES AMOUNT
---------- ----------- --------- ------------
<S> <C> <C> <C> <C>
CLASS A SHARES
Sold........................................................ 11,885 $ 132,111 26,664 $ 291,830
Reinvestment of dividends and distributions................. 356 3,757 -- --
Redeemed.................................................... (159) (1,746) -- --
---------- ----------- --------- ------------
Net increase - Class A...................................... 12,082 134,122 26,664 291,830
---------- ----------- --------- ------------
CLASS B SHARES
Sold........................................................ 3,319,894 36,727,798 10,228,061 105,571,003
Reinvestment of dividends and distributions................. 103,104 1,088,780 -- --
Redeemed.................................................... (1,010,834) (11,095,394) (310,415) (3,349,122)
---------- ----------- --------- ------------
Net increase - Class B...................................... 2,412,164 26,721,184 9,917,646 102,221,881
---------- ----------- --------- ------------
CLASS C SHARES
Sold........................................................ 59,620 663,826 30,204 330,257
Reinvestment of dividends and distributions................. 801 8,447 -- --
Redeemed.................................................... (5,459) (58,890) (1,272) (14,053)
---------- ----------- --------- ------------
Net increase - Class C...................................... 54,962 613,383 28,932 316,204
---------- ----------- --------- ------------
CLASS D SHARES
Sold........................................................ 141,393 1,518,200 919 10,013
Reinvestment of dividends and distributions................. 36 384 -- --
---------- ----------- --------- ------------
Net increase - Class D...................................... 141,429 1,518,584 919 10,013
---------- ----------- --------- ------------
Net increase in Fund........................................ 2,620,637 $28,987,273 9,974,161 $102,839,928
========== =========== ========= ============
</TABLE>

- ---------------------
* Commencement of operations.
** For Class A, C, and D shares, for the period July 28, 1997 (issue date)
through August 31, 1997.

6. FEDERAL INCOME TAX STATUS

At August 31, 1997, the Fund had temporary book/tax differences primarily
attributable to capital loss deferrals on wash sales.
<PAGE> 13

DEAN WITTER MARKET LEADER TRUST

FINANCIAL HIGHLIGHTS

Selected ratios and per share data for a share of beneficial interest
outstanding throughout each period:

<TABLE>
<CAPTION>
FOR THE PERIOD
FOR THE SIX APRIL 28, 1997*
MONTHS ENDED THROUGH
FEBRUARY 28, 1998++ AUGUST 31, 1997**
- -----------------------------------------------------------------------------------------------------
(unaudited)
<S> <C> <C>
CLASS B SHARES
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period........................ $10.81 $10.00
------ ------
Net investment income (loss)................................ (0.03) 0.04
Net realized and unrealized gain............................ 1.07 0.77
------ ------
Total from investment operations............................ 1.04 0.81
------ ------
Less dividends and distributions from:
Net investment income.................................... (0.03) --
Net realized gain........................................ (0.06) --
------ ------
Total dividends and distributions........................... (0.09) --
------ ------
Net asset value, end of period.............................. $11.76 $10.81
====== ======
TOTAL INVESTMENT RETURN+.................................... 9.77%(1) 8.10%(1)

RATIOS TO AVERAGE NET ASSETS:
Expenses.................................................... 2.09%(2) 2.34%(2)(3)
Net investment income (loss)................................ (0.57)%(2) 1.21%(2)(3)

SUPPLEMENTAL DATA:
Net assets, end of period, in thousands..................... $145,106 $107,298
Portfolio turnover rate..................................... 24%(1) 22%(1)
Average commission rate paid................................ $0.0531 $0.0541
</TABLE>

- ---------------------
* Commencement of operations.
** Prior to July 28, 1997, the Fund issued one class of shares. All shares of
the Fund held prior to that date have been designated Class B shares.
++ The per share amounts were computed using an average number of shares
outstanding during the period.
+ Does not reflect the deduction of sales charge. Calculated based on the net
asset value as of the last business day of the period.
(1) Not annualized.
(2) Annualized.
(3) If the Fund had borne all of its expenses that were reimbursed or waived by
the Investment Manager, the annualized expense and net investment income
ratios would have been 2.47% and 1.08%, respectively.

SEE NOTES TO FINANCIAL STATEMENTS
<PAGE> 14
DEAN WITTER MARKET LEADER TRUST

FINANCIAL HIGHLIGHTS, continued

<TABLE>
<CAPTION>
FOR THE PERIOD
FOR THE SIX JULY 28, 1997*
MONTHS ENDED THROUGH
FEBRUARY 28, 1998++ AUGUST 31, 1997
- -----------------------------------------------------------------------------------------------------
(unaudited)
<S> <C> <C>
CLASS A SHARES
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period........................ $10.82 $10.90
------- -------
Net investment income....................................... 0.01 0.01
Net realized and unrealized gain (loss)..................... 1.06 (0.09)
------- -------
Total from investment operations............................ 1.07 (0.08)
------- -------
Less dividends and distributions from:
Net investment income.................................... (0.06) --
Net realized gain........................................ (0.06) --
------- -------
Total dividends and distributions........................... (0.12) --
------- -------
Net asset value, end of period.............................. $ 11.77 $ 10.82
======= =======
TOTAL INVESTMENT RETURN+.................................... 10.10%(1) (0.73)%(1)
RATIOS TO AVERAGE NET ASSETS:
Expenses.................................................... 1.34%(2) 1.89%(2)
Net investment income....................................... 0.17%(2) 1.30%(2)
SUPPLEMENTAL DATA:
Net assets, end of period, in thousands..................... $456 $288
Portfolio turnover rate..................................... 24%(1) 22%(1)
Average commission rate paid................................ $0.0531 $0.0541
CLASS C SHARES
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period........................ $10.81 $10.90
------- -------
Net investment income (loss)................................ (0.03) 0.01
Net realized and unrealized gain (loss)..................... 1.07 (0.10)
------- -------
Total from investment operations............................ 1.04 (0.09)
------- -------
Less dividends and distributions from:
Net investment income.................................... (0.04) --
Net realized gain........................................ (0.06) --
------- -------
Total dividends and distributions........................... (0.10) --
------- -------
Net asset value, end of period.............................. $ 11.75 $ 10.81
======= =======

TOTAL INVESTMENT RETURN+.................................... 9.81%(1) (0.83)%(1)
RATIOS TO AVERAGE NET ASSETS:
Expenses.................................................... 2.10%(2) 2.54%(2)
Net investment income (loss)................................ (0.64)%(2) 0.61%(2)
SUPPLEMENTAL DATA:
Net assets, end of period, in thousands..................... $986 $313
Portfolio turnover rate..................................... 24%(1) 22%(1)
Average commission rate paid................................ $0.0531 $0.0541
</TABLE>

- ---------------------
* The date shares were first issued.
++ The per share amounts were computed using an average number of shares
outstanding during the period.
+ Does not reflect the deduction of sales charge. Calculated based on the net
asset value as of the last business day of the period.
(1) Not annualized.
(2) Annualized.

SEE NOTES TO FINANCIAL STATEMENTS
<PAGE> 15
DEAN WITTER MARKET LEADER TRUST

FINANCIAL HIGHLIGHTS, continued

- ---------------------
* The date shares were first issued.
++ The per share amounts were computed using an average number of shares
outstanding during the period.
+ Calculated based on the net asset value as of the last business day of the
period.
(1) Not annualized.
(2) Annualized.

SEE NOTES TO FINANCIAL STATEMENTS
<PAGE> 16

TRUSTEES

Michael Bozic
Charles A. Fiumefreddo
Edwin J. Garn
John R. Haire
Wayne E. Hedien
Dr. Manuel H. Johnson
Michael E. Nugent
Philip J. Purcell
John L. Schroeder

OFFICERS

Charles A. Fiumefreddo
Chairman and Chief Executive Officer

Barry Fink
Vice President, Secretary and General Counsel

Guy G. Rutherford Jr.
Vice President

Thomas F. Caloia
Treasurer

TRANSFER AGENT

Dean Witter Trust FSB
Harborside Financial Center - Plaza Two
Jersey City, New Jersey 07311

INDEPENDENT ACCOUNTANTS

Price Waterhouse LLP
1177 Avenue of the Americas
New York, New York 10036

INVESTMENT MANAGER

Dean Witter InterCapital Inc.
Two World Trade Center
New York, New York 10048

The financial statements included herein have been taken from the records of
the Fund without examination by the independent accountants and accordingly
they do not express an opinion thereon.

This report is submitted for the general information of shareholders of the
Fund. For more detailed information about the Fund, its officers and
trustees, fees, expenses and other pertinent information, please see the
prospectus of the Fund.

This report is not authorized for distribution to prospective investors in the
Fund unless preceded or accompanied by an effective prospectus.

DEAN WITTER
MARKET LEADER
TRUST
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Semiannual Report
February 28, 1998