MORGAN STANLEY DEAN WITTER VALUE FUND
N-8A, 1998-07-07
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-8A

                          NOTIFICATION OF REGISTRATION
                      FILED PURSUANT TO SECTION 8(a) OF THE
                         INVESTMENT COMPANY ACT OF 1940

                The undersigned investment company hereby notifies the
    Securities and Exchange Commission that it registers under and pursuant to
    the provisions of Section 8(a) of the Investment Company Act of 1940 and in
    connection with such notification of registration submits the following
    information:

      Name:   MORGAN STANLEY DEAN WITTER VALUE FUND
            (a Massachusetts Business Trust)

    Address of Principal Business Office (No. & Street, City, State, Zip Code):

             Two World Trade Center, New York, New York  10048

    Telephone Number (including area code):  (212) 392-2550

    Name and address of agent for service of process:

    Barry Fink, Esq.

    Two World Trade Center, New York, New York  10048

    Check Appropriate Box:

                Registrant is filing a Registration Statement pursuant to
                Section 8(b) of the Investment Company Act of 1940 con-
                currently with the filing of Form N-8A:  Yes /X/   No / /

    Pursuant to the requirements of the Investment Company Act of 1940, the
    registrant has caused this notification of registration to be duly signed on
    its behalf in the city of New York and the state of New York on the 7th day
    of July, 1998.

                                    MORGAN STANLEY DEAN WITTER VALUE FUND
                                                         (SEAL)

                                              By:  /s/ Barry Fink
                                                 ------------------------------
                                                       Barry Fink
                                                       Vice President

    Attest:   /s/ Todd Lebo
           -------------------------
                  Todd Lebo
                  Assistant Secretary



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