RULE 24f-2 NOTICE
For
Dean Witter High Yield Securities Inc.
(File No. 811-2932)
Fiscal Year for Which Notice is filed 08/31/94
Unsold balance at beginning of fiscal year INAP
of shares of beneficial interest previously
registered under Securities Act of 1933
Number of shares registered during fiscal NONE
year
Number of shares sold during fiscal year 8,570,571.308
pursuant to indefinite registration
*Calculation of filing fee:
(1) Sale price of shares sold during $ 68,330,197.43
fiscal year pursuant to indefinite
registration
(2) Purchase price of shares redeemed $ 105,210,785
during fiscal year
(3) Purchase price of shares previously
applied pursuant to Section 24e-2(a) $ 0
(4) Item (2) less item (3) $ 105,210,785
(5) Item (1) less item (4) ($ 36,880,587.57)
(6) Amount of filing fee $ 0
By /s/Sheldon Curtis
Sheldon Curtis
Vice President and General Counsel
Dated: October 13, 1994
DEAN WITTER HIGH YIELD SECURITIES INC.
Two World Trade Center
New York, New York 10048
October 13, 1994
Dean Witter High Yield Securities Inc.
Two World Trade Center
72nd Floor
New York, NY 10048
Dear Sirs:
In connection with the public offering of common shares,
$.01 par value, of Dean Witter High Yield Securities Inc. ("the
Fund"), I have examined such corporate records and documents and
have made such further investigation and examination as I have
deemed necessary for the purpose of this opinion.
It is my opinion, as Legal Counsel for the Fund, that the
Fund is a corporation duly organized and validly existing under
the laws of the State of Maryland and that the common shares
covered by the Rule 24f-2 Notice, dated October 13, 1994 (File
No. 2-64782 and 811-2932), were issued and paid for in accordance
with the terms of the offering, as set forth in the prospectus
filed as part of the Registration Statement, as amended, of the
Fund and were legally issued, fully paid and non-assessable by
the Fund.
I hereby consent to the filing of this opinion as an exhibit
to the Notice pursuant to Rule 24f-2. In giving this consent, I
do not thereby admit that I am within the category of persons
whose consent is required under Section 7 of the Securities Act
of 1933, as amended, or the rules and requisitions of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/Sheldon Curtis
Sheldon Curtis
General Counsel
SC:dp/24f-2/dwhy
