WITTER DEAN HIGH YIELD SECURITIES INC, 497, 1994-03-17

WITTER DEAN HIGH YIELD SECURITIES INC
497, 1994-03-17

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<PAGE>
DEAN WITTER
HIGH YIELD SECURITIES INC.
PROSPECTUS--DECEMBER 21, 1993

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DEAN WITTER HIGH YIELD SECURITIES INC. (THE "FUND") IS AN OPEN-END DIVERSIFIED
MANAGEMENT INVESTMENT COMPANY WHOSE PRIMARY INVESTMENT OBJECTIVE IS TO EARN A
HIGH LEVEL OF CURRENT INCOME. AS A SECONDARY OBJECTIVE, THE FUND WILL SEEK
CAPITAL APPRECIATION, BUT ONLY WHEN CONSISTENT WITH ITS PRIMARY OBJECTIVE. THE
FUND SEEKS HIGH CURRENT INCOME BY INVESTING PRINCIPALLY IN FIXED-INCOME
SECURITIES WHICH ARE RATED IN THE LOWER CATEGORIES BY ESTABLISHED RATING
SERVICES (BAA OR LOWER BY MOODY'S INVESTORS SERVICE, INC. OR BBB OR LOWER BY
STANDARD & POOR'S CORPORATION) OR ARE NON-RATED SECURITIES OF COMPARABLE
QUALITY.
INVESTORS SHOULD CAREFULLY CONSIDER THE RELATIVE RISKS OF INVESTING IN HIGH
YIELD SECURITIES, WHICH ARE COMMONLY KNOWN AS JUNK BONDS. BONDS OF THIS TYPE ARE
CONSIDERED TO BE SPECULATIVE WITH REGARD TO THE PAYMENT OF INTEREST AND RETURN
OF PRINCIPAL. INVESTORS SHOULD ALSO BE COGNIZANT OF THE FACT THAT SUCH
SECURITIES ARE NOT GENERALLY MEANT FOR SHORT-TERM INVESTING AND SHOULD ASSESS
THE RISKS ASSOCIATED WITH AN INVESTMENT IN THE FUND. (SEE "INVESTMENT OBJECTIVES
AND POLICIES.")

This Prospectus sets forth concisely the information you should know before
investing in the Fund. It should be read and retained for future reference.
Additional information about the Fund is contained in the Statement of
Additional Information, dated December 21, 1993, which has been filed with the
Securities and Exchange Commission, and which is available at no charge upon
request of the Fund at the address or telephone numbers listed below. The
Statement of Additional Information is incorporated herein by reference.

<TABLE>
<S> <C>
TABLE OF CONTENTS
Prospectus Summary................................ 2
Summary of Fund Expenses.......................... 4
Financial Highlights.............................. 5
The Fund and its Management....................... 6
Investment Objectives and Policies................ 7
Investment Restrictions........................... 11
Purchase of Fund Shares........................... 11
Shareholder Services.............................. 14
Redemptions and Repurchases....................... 16
Dividends, Distributions and Taxes................ 18
Performance Information........................... 19
Additional Information............................ 19
Appendix.......................................... 20
</TABLE>

SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED
BY, ANY BANK, AND THE SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.

DEAN WITTER
HIGH YIELD SECURITIES INC.
TWO WORLD TRADE CENTER
NEW YORK, NEW YORK 10048
(212) 392-2550 or
(800) 526-3143

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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

DEAN WITTER DISTRIBUTORS INC., DISTRIBUTOR
<PAGE>
PROSPECTUS SUMMARY
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<TABLE>
<S> <C>
THE FUND An open-end diversified management investment company investing principally in
lower-rated fixed-income securities (see page 6).
SHARES OFFERED Common stock of $0.01 par value (see page 19).
OFFERING The price of the shares offered by this prospectus varies with the changes in the value
PRICE of the Fund's investments. The offering price, determined once daily as of 4:00 P.M.,
New York time, on each day that the New York Stock Exchange is open, is equal to the net
asset value plus a sales charge of 5.5% of the offering price, scaled down on purchases
of $25,000 or over (see page 11).
MINIMUM Minimum initial investment, $1,000; minimum subsequent investment, $100 (see page 11).
PURCHASE
INVESTMENT A high level of current income primarily; capital appreciation is secondary (see page
OBJECTIVES 7).
INVESTMENT High yield fixed-income securities, principally rated Baa/BBB or lower, and non-rated
POLICIES securities of comparable quality. However, the Fund may also invest in municipal
securities, futures
and options and common stock under certain circumstances (see pages 7 through 10).
INVESTMENT Dean Witter InterCapital Inc. ("InterCapital"), the Investment Manager of the Fund,
MANAGER serves as investment manager, manager, adviser, sub-adviser, administrator or
sub-administrator of seventy-nine investment companies and other portfolios, with assets
of approximately $70.2 billion at November 30, 1993 (see page 7).
MANAGEMENT The monthly fee is at an annual rate of 1/2 of 1% of average daily net assets, scaled
FEE down on assets over $500 million (see page 7).
DIVIDENDS AND Income dividends are declared and paid monthly; capital gains, if any, may be
CAPITAL GAINS distributed at least annually. Dividends and distributions are automatically reinvested
DISTRIBUTIONS in additional shares at net asset value (without sales charge), unless the shareholder
elects to receive cash (see page 18).
DISTRIBUTOR Dean Witter Distributors Inc. (see page 11).
SALES 5.5% of offering price (5.82% of amount invested); reduced charges on purchases of
CHARGE $25,000 or more (see page 11).
REDEMPTION Shares are redeemable by the shareholder at net asset value. An account may be
involuntarily redeemed if the shares owned have a value of less than $100 (see page 16).
</TABLE>

2
<PAGE>

<TABLE>
<S> <C>
RISKS Compared with higher rated, lower yielding fixed-income securities, portfolio securities
of the Fund may be subject to greater risk of loss of income and principal and greater
risk of increases and decreases in net asset value due to market fluctuations. The Fund
may purchase foreign securities, when-issued and delayed delivery and when, as and if
issued securities and other securities subject to repurchase agreements which involve
certain special risks. The Fund may purchase common stock which is exchangeable for
fixed-income securities in circumstances involving takeovers or recapitalizations. The
Fund may also invest in futures and options which may be considered speculative in
nature and may involve greater risks than those customarily assumed by certain other
investment companies which do not invest in such instruments. Investors should review
the investment objectives and policies of the Fund carefully and consider their ability
to assume the risks involved in purchasing shares of the Fund (see pages 7 through 10).
SHAREHOLDER Combined Purchase Privilege; Right of Accumulation; Automatic Investment of Dividends
SERVICES AND and Distributions; Investment of Distributions Received in Cash; Letter of Intent;
REDUCED SALES Systematic Withdrawal Plan; Exchange Privilege; Targeted DividendsSM; EasyInvestSM,
CHARGES Tax-Sheltered Retirement Plans; Systematic Payroll Deduction Plan (see pages 11 through
16).
</TABLE>

THE ABOVE IS QUALIFIED IN ITS ENTIRETY BY THE DETAILED INFORMATION APPEARING
ELSEWHERE IN THE PROSPECTUS
AND THE STATEMENT OF ADDITIONAL INFORMATION.

3
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SUMMARY OF FUND EXPENSES
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The following table illustrates all expenses and fees that a shareholder of
the Fund will incur. The expenses and fees set forth in the table are for the
fiscal year ended August 31, 1993.

<TABLE>
<CAPTION>
SHAREHOLDER TRANSACTION EXPENSES
<S> <C>
Maximum Sales Charge Imposed on Purchases
(as a percentage of offering price)....................................................... 5.50%
Maximum Sales Charge Imposed on Reinvested Dividends........................................ None
Deferred Sales Charge....................................................................... None
Redemption Fees............................................................................. None
Exchange Fees............................................................................... None
</TABLE>

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS)
<S> <C>
Management Fees............................................................................. .50%
Other Expenses.............................................................................. .17%
Total Fund Operating Expenses............................................................... .67%
</TABLE>

<TABLE>
<CAPTION>
EXAMPLE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
You would pay the following expenses on a $1,000 investment,
assuming (1) 5% annual return and (2) redemption at the end of
each time period:............................................. $ 61 $ 75 $ 90 $ 134
</TABLE>

The above example should not be considered a representation of past or future
expenses or performance. Actual expenses of the Fund may be greater or less than
those shown.

The purpose of this table is to assist the investor in understanding the
various costs and expenses that an investor in the Fund will bear directly or
indirectly. For a more complete description of these costs and expenses, see
pages 4 and 9-10 in this Prospectus. There are reduced sales charges on
purchases of $25,000 or more (see pages 9-10 in this Prospectus).

4
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FINANCIAL HIGHLIGHTS
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The following per share data and ratios for a share of capital stock
outstanding throughout each year have been audited by Price Waterhouse,
independent accountants. The per share data and ratios should be read in
conjunction with the financial statements, notes thereto and the unqualified
report of independent accountants which are contained in the Statement of
Additional Information, commencing at page 26. Further information about the
performance of the Fund is contained in the Fund's Annnual Report to
Stockholders, which may be obtained without charge upon request to the Fund.

<TABLE>
<CAPTION>
FOR THE YEAR ENDED AUGUST 31,
--------------------------------------------------------------------------------------------------------
1993 1992 1991 1990 1989 1988 1987 1986 1985 1984
-------- -------- -------- -------- ---------- ---------- --------- --------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Per share operating
performance:
Net asset value,
beginning of
period............... $7.23 $5.92 $6.78 $10.40 $11.99 $13.72 $14.16 $13.40 $12.71 $14.54
-------- -------- -------- -------- ---------- ---------- --------- --------- -------- --------
Investment
income--net........ .89 .95 .94 1.48 1.67 1.84 1.82 1.80 1.75 1.77
Realized and
unrealized gain
(loss) on
investments--net... .54 1.04 (.86) (3.78) (1.48) (1.77) (.46) .76 .74 (1.51)
-------- -------- -------- -------- ---------- ---------- --------- --------- -------- --------
Total from investment
operations........... 1.43 1.99 .08 (2.30) .19 .07 1.36 2.56 2.49 .26
-------- -------- -------- -------- ---------- ---------- --------- --------- -------- --------
Less dividends and
distributions:
Dividends from net
investment income.. (1.08) (.68) (.94) (1.32) (1.75) (1.80) (1.80) (1.80) (1.80) (1.80)
Distributions to
shareholders from
net realized gains
on investments..... -0- -0- -0- -0- -0- -0- -0- -0- -0- (.29)
Distributions to
shareholders from
paid-in capital.... -0- -0- -0- -0- (.03) -0- -0- -0- -0- -0-
-------- -------- -------- -------- ---------- ---------- --------- --------- -------- --------
Total dividends and
distributions........ (1.08) (.68) (.94) (1.32) (1.78) (1.80) (1.80) (1.80) (1.80) (2.09)
-------- -------- -------- -------- ---------- ---------- --------- --------- -------- --------
Net asset value, end
of period............ $7.58 $7.23 $5.92 $6.78 $10.40 $11.99 $13.72 $14.16 $13.40 $12.71
-------- -------- -------- -------- ---------- ---------- --------- --------- -------- --------
-------- -------- -------- -------- ---------- ---------- --------- --------- -------- --------
Total Investment
Return+............... 22.29% 35.46% 4.67% (23.28%) 1.39% .97% 10.07% 20.19% 20.67% 1.96%
Ratios/Supplemental
Data:
Net assets, end of
period (in
thousands)......... $539,581 $551,956 $436,354 $690,357 $1,793,520 $2,140,212 $2,034,352 $1,292,233 $584,182 $435,313
Ratio of expenses to
average net
assets............. .67% .77% .87% .60% .49% .49% .51% .60% .66% .69%
Ratio of net
investment income
to average net
assets............. 12.14% 13.96% 16.47% 17.67% 14.61% 14.79% 12.83% 12.80% 13.32% 13.33%
Portfolio turnover
rate............... 173% 113% 93% 21% 55% 107% 176% 95% 126% 121%(1)
</TABLE>

+ DOES NOT REFLECT THE DEDUCTION OF SALES LOAD.

(1) EXCLUDES LONG-TERM U.S. GOVERNMENT OBLIGATIONS WHICH WERE SUBSEQUENTLY
INCLUDED.

SEE NOTES TO FINANCIAL STATEMENTS

5
<PAGE>
THE FUND AND ITS MANAGEMENT
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Dean Witter High Yield Securities Inc. (the "Fund") is an open-end diversified
management investment company incorporated in Maryland on June 14, 1979.
Dean Witter InterCapital Inc. ("InterCapital" or the "Investment Manager"),
whose address is Two World Trade Center, New York, New York 10048, is the Fund's
Investment Manager. The Investment Manager, which was incorporated in July,
1992, is a wholly-owned subsidiary of Dean Witter Reynolds Inc. ("DWR"). DWR is
a wholly-owned subsidiary of Dean Witter, Discover & Co. ("DWDC"), a balanced
financial services organization providing a broad range of nationally marketed
credit and investment products.
The Investment Manager acts as investment manager, manager, investment
adviser, sub-adviser, administrator or sub-administrator to seventy-nine
investment companies (the "Dean Witter Funds"), twenty-seven of which are listed
on the New York Stock Exchange, with combined total assets of approximately
$68.3 billion as of November 30, 1993. The Investment Manager also manages, and
advises managers of, common stock portfolios of pension plans, other
institutions and individuals which aggregated approximately $1.9 billion at such
date.
The Fund has retained the Investment Manager to provide administrative
services, manage its business affairs and manage the investment of the Fund's
assets, including the placing of orders for the purchase and sale of portfolio
securities.
The Fund's Board of Directors reviews the various services provided by the
Investment Manager to ensure that the Fund's general investment policies and
programs are being properly carried out and that administrative services are
being provided to the Fund in a satisfactory manner.
As full compensation for the services and facilities furnished to the Fund
and expenses of the Fund assumed by the Investment Manager, the Fund pays the
Investment Manager monthly compensation calculated daily by applying a
percentage rate to the daily net assets of the Fund which declines as net assets
of the Fund reach levels over $500 million (up to $3 billion). For the fiscal
year ended August 31, 1993, the Fund accrued total compensation to the
Investment Manager amounting to 0.50% of the Fund's average daily net assets and
the Fund's total expenses amounted to 0.67% of the Fund's average daily net
assets.

6
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES
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The primary investment objective of the Fund is to earn a high level of current
income. As a secondary objective, the Fund will seek capital appreciation, but
only when consistent with its primary objective. Capital appreciation may
result, for example, from an improvement in the credit standing of an issuer
whose securities are held in the Fund's portfolio or from a general decline in
interest rates, or a combination of both. Conversely, capital depreciation may
result, for example, from a lowered credit standing or a general rise in
interest rates, or a combination of both. There is no assurance that the
objectives will be achieved. The following policies may be changed by the Board
of Directors of the Fund without shareholder approval.
The higher yields sought by the Fund are generally obtainable from securities
rated in the lower categories by recognized rating services. The Fund seeks high
current income by investing principally in fixed-income securities rated Baa or
lower by Moody's Investors Service, Inc. ("Moody's"), or BBB or lower by
Standard & Poor's Corporation ("Standard & Poor's"). Fixed-income securities
rated Baa by Moody's or BBB by Standard & Poor's have speculative
characteristics greater than those of more highly rated bonds, while
fixed-income securities rated Ba or BB or lower by Moody's and Standard &
Poor's, respectively, are considered to be speculative investments. Furthermore,
the Fund does not have any minimum quality rating standard for its investments.
As such, the Fund may invest in securities rated as low as Caa, Ca or C by
Moody's or CCC, CC, C or C1 by Standard & Poor's. Fixed-income securities rated
Caa or Ca by Moody's may already be in default on payment of interest or
principal, while bonds rated C by Moody's, their lowest bond rating, can be
regarded as having extremely poor prospects of ever attaining any real
investment standing. Bonds rated C1 by Standard & Poor's, their lowest bond
rating, are no longer making interest payments. For a further discussion of the
characteristics and risks associated with high yield securities, see "Special
Investment Considerations" below. A description of corporate bond ratings is
contained in the Appendix.
Non-rated securities will also be considered for investment by the Fund when
the Investment Manager believes that the financial condition of the issuers of
such securities, or the protection afforded by the terms of the securities
themselves, makes them appropriate investments for the Fund.
In circumstances where the Investment Manager determines that investment in
municipal obligations would facilitate the Fund's ability to accomplish its
investment objectives, it may invest up to 10% of its total assets in such
obligations, including municipal bonds issued at a discount.
All fixed-income securities are subject to two types of risks: the credit
risk and the interest rate risk. The credit risk relates to the ability of the
issuer to meet interest or principal payments or both as they come due.
Generally, higher yielding bonds are subject to a credit risk to a greater
extent than higher quality bonds. The interest rate risk refers to the
fluctuations in net asset value of any portfolio of fixed-income securities
resulting solely from the inverse relationship between price and yield of
fixed-income securities; that is, when the general level of interest rates
rises, the prices of outstanding fixed-income securities generally decline, and
when interest rates fall, prices generally rise.
The ratings of fixed-income securities by Moody's and Standard & Poor's are a
generally accepted barometer of credit risk. However, as the creditworthiness of
issuers of lower-rated fixed-income securities is more problematical than that
of issuers of higher-rated fixed-income securities, the achievement of the
Fund's investment objective will be more dependent upon the Investment Manager's
own credit analysis than would be the case with a mutual fund investing
primarily in higher quality bonds. The Investment Manager will utilize a
security's credit rating as simply one indication of an issuer's
creditworthiness and will principally rely upon its own analysis of any security
currently held by the Fund or potentially purchasable by the Fund for its
portfolio.
In determining which securities to purchase or hold for the Fund's portfolio
and in seeking to reduce credit and interest rate risks, the Investment Manager
will rely on information from various sources, including: the rating of the
security; research, analysis and appraisals of brokers and dealers, including
DWR; the views of the Fund's directors and others regarding economic
developments and interest rate trends; and the Investment Manager's own analysis
of factors it deems relevant. The extent to which the Investment Manager is
successful in

7
<PAGE>
reducing depreciation or losses arising from either interest rate or credit
risks depends in part on the Investment Manager's portfolio management skills
and judgment in evaluating the factors affecting the value of securities. No
assurance can be given regarding the degree of success that will be achieved.

SPECIAL INVESTMENT
CONSIDERATIONS

Because of the special nature of the Fund's investment in high yield securities,
commonly known as junk bonds, the Investment Manager must take account of
certain special considerations in assessing the risks associated with such
investments. Although the growth of the high yield securities market in the
1980s had paralleled a long economic expansion, recently many issuers have been
affected by adverse economic and market conditions. It should be recognized that
an economic downturn or increase in interest rates is likely to have a negative
effect on the high yield bond market and on the value of the high yield
securities held by the Fund, as well as on the ability of the securities'
issuers to repay principal and interest on their borrowings.
The prices of high yield securities have been found to be less sensitive to
changes in prevailing interest rates than higher-rated investments, but are
likely to be more sensitive to adverse economic changes or individual corporate
developments. During an economic downturn or substantial period of rising
interest rates, highly leveraged issuers may experience financial stress which
would adversely affect their ability to service their principal and interest
payment obligations, to meet their projected business goals or to obtain
additional financing. If the issuer of a fixed-income security owned by the Fund
defaults, the Fund may incur additional expenses to seek recovery. In addition,
periods of economic uncertainty and change can be expected to result in an
increased volatility of market prices of high yield securities and a concomitant
volatility in the net asset value of a share of the Fund. Moreover, the market
prices of certain of the Fund's portfolio securities which are structured as
zero coupon and payment-in-kind securities are affected to a greater extent by
interest rate changes and thereby tend to be more volatile than securities which
pay interest periodically and in cash (see "Dividends, Distributions and Taxes"
for a discussion of the tax ramifications of investments in such securities).
The secondary market for high yield securities may be less liquid than the
markets for higher quality securities and, as such, may have an adverse effect
on the market prices of certain securities. The limited liquidity of the market
may also adversely affect the ability of the Fund's Directors to arrive at a
fair value for certain high yield securities at certain times and could make it
difficult for the Fund to sell certain securities.
New laws and proposed new laws may have a potentially negative impact on the
market for high yield bonds. For example, recent legislation requires federally-
insured savings and loan associations to divest their investments in high yield
bonds. This legislation and other proposed legislation may have an adverse
effect upon the value of high yield securities and a concomitant negative impact
upon the net asset value of a share of the Fund.
During the fiscal year ended August 31, 1993, the monthly dollar weighted
average ratings of the debt obligations held by the Fund, expressed as a
percentage of the Fund's total investments, were as follows:

<TABLE>
<CAPTION>
PERCENTAGE OF
RATINGS TOTAL INVESTMENTS
-------------------- --------------------
<S> <C>
AAA/Aaa............. 0.9%
AA/Aa............... 0.0%
A/A................. 1.1%
BBB/Baa............. 0.1%
BB/Ba............... 5.8%
B/B................. 59.1%
CCC/Caa............. 13.5%
CC/Ca............... 5.6%
C/C................. 0.0%
D................... 0.5%
Unrated............. 13.4%
</TABLE>

PORTFOLIO CHARACTERISTICS

Consistent with its primary investment objective, the Fund anticipates that,
under normal conditions, at least 65% of the value of its total assets will be
invested in the lower-rated and non-rated fixed-income securities previously
described. However, when the difference between yields derived from such
securities and those derived from higher rated issues are relatively narrow, the
Fund may invest in the higher rated issues since they may provide similar yields
with somewhat less risk. Fixed-income securities appropriate for the Fund may

8
<PAGE>
include both convertible and nonconvertible debt securities and preferred stock.
Pending investment of proceeds from the sale of shares of the Fund or of its
portfolio securities or at other times when market conditions dictate a more
"defensive" investment strategy, the Fund may invest without limit in money
market instruments, including commercial paper of corporations organized under
the laws of any state or political subdivision of the United States,
certificates of deposit, bankers' acceptances and other obligations of domestic
banks or domestic branches of foreign banks, or foreign branches of domestic
banks, in each case having total assets of at least $500 million, and
obligations issued or guaranteed by the United States Government, or foreign
governments or their respective instrumentalities or agencies. The yield on
these securities will generally tend to be lower than the yield on other
securities to be purchased by the Fund. To the extent the Fund purchases
Eurodollar certificates of deposit issued by foreign branches of domestic United
States banks, consideration will be given to their domestic marketability, the
lower reserve requirements normally mandated for overseas banking operations,
the possible impact of interruptions in the flow of international currency
transactions and economic developments which might adversely affect the payment
of principal or interest.

PUBLIC UTILITIES. The Fund's investments in public utilities, if any, may be
subject to certain risks incurred by the Fund due to Federal, State or municipal
regulatory changes, insufficient rate increases or cost overruns.

REPURCHASE AGREEMENTS. The Fund may enter into repurchase agreements, which may
be viewed as a type of secured lending by the Fund, and which typically involve
the acquisition by the Fund of debt securities, from a selling financial
institution such as a bank, savings and loan association or broker-dealer. The
agreement provides that the Fund will sell back to the institution, and that the
institution will repurchase, the underlying security ("collateral") at a
specified price and at a fixed time in the future, usually not more than seven
days from the date of purchase.

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES. The Fund may purchase securities on
a when-issued or delayed delivery basis; i.e., delivery and payment can take
place a month or more after the date of the transaction. These securities are
subject to market fluctuation and no interest accrues to the purchaser prior to
settlement. At the time the Fund makes the commitment to purchase such
securities, it will re-cord the transaction and thereafter reflect the value,
each day, of such security in determining its net asset value. An increase in
the percentage of the Fund's assets committed to the purchase of securities on a
when-issued or delayed delivery basis may increase the volatility of the Fund's
net asset value.

WHEN, AS AND IF ISSUED SECURITIES. The Fund may purchase securities on a "when,
as and if issued" basis under which the issuance of the security depends upon
the occurrence of a subsequent event, such as approval of a merger, corporate
reorganization, leveraged buyout or debt restructuring. If the anticipated event
does not occur and the securities are not issued, the Fund will have lost an
investment opportunity. There is no overall limit on the percentage of the
Fund's assets which may be committed to the purchase of securities on a "when,
as and if issued" basis. An increase in the percentage of the Fund's assets
committed to the purchase of securities on a "when, as and if issued" basis may
increase the volatility of its net asset value.

FOREIGN SECURITIES. The Fund may invest up to 20% of its total assets in
fixed-income securities issued by foreign governments and other foreign issuers
and in foreign currency issues of domestic issuers, but not more than 10% of its
total assets in such securities, whether issued by a foreign or domestic issuer,
which are denominated in foreign currency. Foreign securities investments may be
affected by changes in currency rates or exchange control regulations, changes
in governmental administration or economic or monetary policy (in the United
States and abroad) or changed circumstances in dealings between nations. Costs
will be incurred in connection with conversions between various currencies held
by the Fund.

COMMON STOCKS. The Fund may invest in common stocks in an amount up to 20% of
its total assets in the circumstances described below when consistent with the
Fund's investment objectives. First, the Fund may purchase common stock which is
included in a unit with fixed-income securities purchased by the Fund. Second,
the Fund may acquire common stock when fixed-income securities owned by the Fund
are converted by the

9
<PAGE>
issuer into common stock. Third, the Fund may exercise warrants attached to
fixed-income securities purchased by the Fund. Finally, the Fund may purchase
the common stock of companies involved in takeovers or recapitalizations where
the issuer or a stockholder has offered, or pursuant to a "going private"
transaction is effecting, a transaction involving the issuance of newly issued
fixed-income securities to the holders of such common stock.

FUTURES CONTRACTS AND OPTIONS ON FUTURES. The Fund may invest in financial
futures contracts ("futures contracts") and related options thereon.

OPTIONS. The Fund may purchase or sell (write) listed options on debt securities
as a means of achieving additional return or of hedging the value of the Fund's
portfolio.
For a discussion of futures and options, including the risks of such
transactions, see the Statement of Additional Information.

PRIVATE PLACEMENTS. The Fund may invest up to 5% of its total assets in
securities which are subject to restrictions on resale because they have not
been registered under the Securities Act of 1933, as amended (the "Securities
Act"), or which are otherwise not readily marketable. (See "Investment
Restrictions" in the Statement of Additional Information.) These securities are
generally referred to as private placements or restricted securities.
Limitations on the resale of such securities may have an adverse effect on their
marketability, and may prevent the Fund from disposing of them promptly at
reasonable prices. The Fund may have to bear the expense of registering such
securities for resale and the risk of substantial delays in effecting such
registration.
The Securities and Exchange Commission has adopted Rule 144A under the
Securities Act, which permits the Fund to sell restricted securities to
qualified institutional buyers without limitation. The Investment Manager,
pursuant to procedures adopted by the Board of Directors of the Fund, will make
a determination as to the liquidity of each restricted security purchased by the
Fund. If a restricted security is determined to be "liquid", such security will
not be considered to be "restricted" for purposes of the above-disclosed 5%
limitation and will not be included within the category "illiquid securities",
which under current policy may not exceed 15% of the Fund's total assets.

PORTFOLIO MANAGEMENT

The Fund is actively managed by the Investment Manager with a view to achieving
the Fund's investment objective. The Fund is managed within InterCapital's High
Yield Bond Group, which managed approximately $1.1 billion in assets at November
30, 1993. Peter M. Avelar is a Senior Vice President of InterCapital and a
member of InterCapital's High Yield Bond Group. Mr. Avelar has been the primary
portfolio manager of the Fund since January, 1991. He was Vice President of
InterCapital from December, 1990--March, 1992, First Vice President of
PaineWebber Asset Management from March, 1989--December, 1990 and Vice President
of Delaware Investment Advisors from June, 1987--March, 1989. He has been
managing fixed portfolios consisting of fixed-income and equity securities for
over five years.
Securities purchased by the Fund are, generally, sold by dealers acting as
principal for their own accounts. Pursuant to an order issued by the Securities
and Exchange Commission, the Fund may effect principal transactions in certain
money market instruments with DWR. In addition, the Fund may incur brokerage
commissions on transactions conducted through DWR.
Although the Fund does not intend to engage in substantial short-term
trading, it may sell portfolio securities without regard to the length of time
that they have been held, in order to take advantage of new investment
opportunities or yield differentials, or because the Fund desires to preserve
gains or limit losses due to changing economic conditions, interest rate trends,
or the financial condition of the issuer. The Fund's portfolio turnover rate for
the fiscal year ended August 31, 1993 was 173%. The Fund will incur underwriting
discount costs (on underwritten securities) and brokerage costs commensurate
with its portfolio turnover rate. Short term gains and losses may result from
such portfolio transactions. See "Dividends, Distributions and Taxes" for a
discussion of the tax implications of the Fund's trading policy.

10
<PAGE>
INVESTMENT RESTRICTIONS
- --------------------------------------------------------------------------------

The investment restrictions listed below are among the restrictions that have
been adopted by the Fund as fundamental policies. Under the Investment Company
Act of 1940, as amended (the "Act"), a fundamental policy may not be changed
without the vote of a majority of the outstanding voting securities of the Fund,
as defined in the Act.
The Fund may not:

1. Acquire common stocks in excess of 20% of its total assets.

2. Invest more than 5% of its total assets in the securities of any one issuer
(other than obligations of, or guaranteed by, the United States Government, its
agencies or instrumentalities).

3. Purchase more than 10% of the voting securities, or more than 10% of any
class of securities, of any issuer. For purposes of this restriction, all
outstanding debt securities of an issuer are considered as one class and all
preferred stocks of an issuer are considered as one class.

4. Invest more than 25% of its total assets in securities of issuers in any one
industry. For purposes of this restriction, gas, electric, water and telephone
utilities will each be treated as being a separate industry. This restriction
does not apply to obligations issued or guaranteed by the United States
Government or its agencies or instrumentalities.

5. Invest more than 5% of its total assets in securities of companies having a
record, together with predecessors, of less than three years of continuous
operation. This restriction shall not apply to any obligation of the United
States Government, its agencies or instrumentalities.

PURCHASE OF FUND SHARES
- --------------------------------------------------------------------------------

The Fund offers its shares for sale to the public on a continuous basis.
Pursuant to a Distribution Agreement between the Fund and Dean Witter
Distributors Inc. (the "Distributor"), an affiliate of the Investment Manager,
shares of the Fund are distributed by the Distributor and offered by DWR and
other dealers who have entered into agreements with the Distributor ("Selected
Broker-Dealers"). The principal executive office of the Distributor is located
at Two World Trade Center, New York, New York 10048.
The minimum initial purchase is $1,000. Subsequent purchases of $100 or more
may be made by sending a check, payable to Dean Witter High Yield Securities
Inc., directly to Dean Witter Trust Company (the "Transfer Agent") at P.O. Box
1040, Jersey City, N.J. 07303 (see Investment Application at the back of this
Prospectus), or by contacting a DWR or other Selected Broker-Dealer account
executive.
In the case of purchases made pursuant to systematic payroll deduction plans
(including individual retirement plans), the Fund, in its discretion, may accept
such purchases without regard to any minimum amounts which would otherwise be
required if the Fund has reason to believe that additional purchases will
increase the amount of the purchase of shares in all accounts under such plans
to at least $1,000. Certificates for shares purchased will not be issued unless
a request is made by the shareholder in writing to the Transfer Agent. The
offering price will be the net asset value per share next determined following
receipt of an order (see "Determination of Net Asset Value" below), plus a sales
charge (expressed as a percentage of the offering price) on a single transaction
as shown in the following table:

<TABLE>
<CAPTION>
SALES CHARGE
----------------------------------------
PERCENTAGE APPROXIMATE
AMOUNT OF OF PUBLIC PERCENTAGE OF
SINGLE TRANSACTION OFFERING PRICE AMOUNT INVESTED
------------------------------ ------------------ -------------------
<S> <C> <C>
Less than $25,000............. 5.50% 5.82%
$25,000 but less than
$50,000...................... 5.00 5.26
$50,000 but less than
$100,000..................... 4.25 4.44
$100,000 but less than
$250,000..................... 3.25 3.36
$250,000 but less than
$500,000..................... 2.50 2.56
$500,000 but less than
$1,000,000................... 1.75 1.78
$1,000,000 and over........... 0.50
</TABLE>

Upon notice to all dealers with whom it has sales agreements, the Distributor
may reallow up to the full applicable sales charge as shown in the above
schedule during periods specified in such notice. During periods

11
<PAGE>
when substantially the entire sales charge is reallowed, such dealers may be
deemed to be underwriters as that term is defined in the Securities Act of 1933,
as amended.
The above schedule of sales charges is applicable to purchases in a single
transaction by, among others: (a) an individual; (b) an individual, his or her
spouse and their children under the age of 21 purchasing shares for his or her
own accounts; (c) a trustee or other fiduciary purchasing shares for a single
trust estate or a single fiduciary account; (d) a pension, profit-sharing or
other employee benefit plan qualified or non-qualified under Section 401 of the
Internal Revenue Code, as amended (the "Code"); (e) tax-exempt organizations
enumerated in Section 501 (c) (3) or (13) of the Code; (f) employee benefit
plans qualified under Section 401 of the Code of a single employer or of
employers who are "affiliated persons" of each other within the meaning of
Section 2(a) (3) (c) of the Act; and for investments in Individual Retirement
Accounts of employees of a single employer through Systematic Payroll Deduction
plans; or (g) any other organized group of persons, whether incorporated or not,
provided the organization has been in existence for at least six months and has
some purpose other than the purchase of redeemable securities of a registered
investment company at a discount. Shares of the Fund may be sold at their net
asset value, without the imposition of a sales charge, to the employee benefit
plans established by DWR and SPS Transaction Services, Inc. (an affiliate of
DWR) for their employees as qualified under Section 401(k) of the Internal
Revenue Code.
Shares are sold through the Distributor on a normal five business day
settlement basis; that is, payment is due on the fifth business day (settlement
date) after the order is placed with the Distributor. Shares of the Fund
purchased through the Distributor are entitled to dividends beginning on the
next business day following settlement date. Since the Distributor forwards
investor's funds on settlement date, it will benefit from the temporary use of
the funds if payment is made prior thereto. As noted above, orders placed
directly with the Transfer Agent must be accompanied by payment. Investors will
be entitled to receive dividends and capital gains distributions if their order
is received by the close of business on the day prior to the record date for
such distributions. The Fund and the Distributor reserve the right to reject any
purchase order.

REDUCED SALES CHARGES

COMBINED PURCHASE PRIVILEGE. Investors may have the benefit of reduced sales
charges in accordance with the above schedule by combining purchases of shares
of the Fund in single transactions with the purchase of shares of Dean Witter
Tax-Exempt Securities Trust and of Dean Witter Funds which are sold with a
contingent deferred sales charge ("CDSC funds"). The sales charge payable on the
purchase of shares of the Fund and Dean Witter Tax-Exempt Securities Trust will
be at their respective rates applicable to the total amount of the combined
concurrent purchases of shares of the Fund, Dean Witter Tax-Exempt Securities
Trust and the CDSC funds.

RIGHT OF ACCUMULATION. The above persons and entities may also benefit from a
reduction of the sales charges in accordance with the above schedule if the
cumulative net asset value of shares purchased in a single transaction, together
with shares previously purchased (including shares of Dean Witter Tax-Exempt
Securities Trust and CDSC funds, and of certain other Dean Witter Funds acquired
in exchange for shares of such funds) which are held at the time of such
transaction, amounts to $25,000 or more.
The Distributor must be notified by DWR or other Selected Broker-Dealer or
the shareholder at the time a purchase order is placed that the purchase
qualifies for the reduced charge under the Right of Accumulation. Similar
notification must be made in writing by the dealer or shareholder when such an
order is placed by mail. The reduced sales charge will not be granted if: (a)
such notification is not furnished at the time of the order; or (b) a review of
the records of the Distributor or the Transfer Agent fails to confirm the
investor's represented holdings.

LETTER OF INTENT. The foregoing schedule of reduced sales charges will also be
available to investors who enter into a written Letter of Intent providing for
the purchase, within a thirteen-month period, of shares of the Fund from DWR or
other Selected Broker-Dealer. The cost of shares of the Fund or shares of Dean
Witter Tax-Exempt Securities Trust which were previously purchased at a price
including a front-end sales charge during the 90-day period prior to the date of
receipt by the Distributor of the Letter of Intent, or of shares of other Dean
Witter Funds acquired in exchange for shares of

12
<PAGE>
such funds acquired during such period at a price including a front-end sales
charge, which are still owned by the shareholder, may also be included in
determining the applicable reduction.
For further information concerning purchases of the Fund's shares, contact
DWR or other Selected Broker-Dealer or consult the Statement of Additional
Information.

DETERMINATION OF
NET ASSET VALUE

The net asset value per share of the Fund is determined once daily at 4:00 p.m.,
New York time on each day that the New York Stock Exchange is open by taking the
value of all assets of the Fund, subtracting all its liabilities, dividing by
the number of shares outstanding and adjusting to the nearest cent. The net
asset value per share will not be determined on Good Friday and on such other
federal and non-federal holidays as are observed by the New York Stock Exchange.
In the calculation of the Fund's net asset value: (1) an equity portfolio
security listed or traded on the New York or American Stock Exchange is valued
at its latest sale price on that exchange; if there were no sales that day, the
security is valued at the latest bid price (in cases where a security is traded
on more than one exchange, the security is valued on the exchange designated as
the primary market by the Directors), and (2) all other portfolio securities for
which over-the-counter market quotations are readily available are valued at the
latest bid price. 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 supervision of the Fund's Board
of Directors (valuation of 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).
Certain of the Fund's portfolio securities may be valued by an outside
pricing service approved by the Fund's Directors. The pricing service utilizes a
matrix system incorporating security quality, maturity and coupon as the
evaluation model parameters, and/or research evaluations by its staff, including
review of broker-dealer market price quotations, in determining what it believes
is the fair valuation of the portfolio securities valued by such pricing
service.
Municipal securities will be valued for the Fund by an outside computer
matrix pricing service approved by the Board of Directors. Periodically, the
Investment Manager and the Board of Directors review the continued
appropriateness of the prices obtained through the service.
Short-term debt securities with remaining maturities of 60 days or less at
the time of purchase are valued at amortized cost, unless the Board determines
such does not reflect the securities' fair value, in which case these securities
will be valued at their fair market value as determined by the Board of
Directors. Other short-term debt securities will be valued on a marked-to-market
basis until such time as they reach a maturity of 60 days, whereupon they will
be valued at amortized cost using their value on the 61st day unless the
Directors determine such does not reflect the securities' fair value, in which
case these securities will be valued at their fair market value as determined by
the Board of Directors. Listed options on debt securities are valued at the
latest sale price on the exchange on which they are listed unless no sales of
such options have taken place that day, in which case, they will be valued at
the mean between their closing bid and asked prices. Unlisted options on debt
securities and all options on equity securities are valued at the mean between
their latest bid and asked price. Futures are valued at the latest sale price on
the commodities exchange on which they trade unless the Directors determine that
such price does not reflect their market value, in which case they will be
valued at their fair value as determined by the Board of Directors. All other
securities and other assets are valued at their fair value as determined in good
faith under procedures established by and under the supervision of the Board of
Directors.

13
<PAGE>
SHAREHOLDER SERVICES
- --------------------------------------------------------------------------------

AUTOMATIC INVESTMENT OF DIVIDENDS AND DISTRIBUTIONS. All income dividends and
capital gains distributions are automatically paid in full and fractional shares
of the Fund, unless the shareholder requests that they be paid in cash. Each
purchase of shares of the Fund is made upon the condition that the Transfer
Agent is thereby automatically appointed as agent of the investor to receive all
dividends and capital gains distributions on shares owned by the investor. Such
dividends and distributions will be paid in shares of the Fund (or in cash if
the shareholder so requests), at the net asset value per share (without sales
charge), as of the close of business on the record date. At any time an investor
may request the Transfer Agent in writing to have subsequent dividends and/or
capital gains distributions paid to him or her in cash rather than shares. To
assure sufficient time to process the changes, such request should be received
by the Transfer Agent at least five business days prior to the record date of
the dividend or distribution. In the case of recently purchased shares for which
registration instructions have not been received on the record date, cash
payments will be made to DWR or other Selected Broker-Dealer through whom shares
were purchased and will be forwarded to the shareholder upon receipt of proper
instructions.

TARGETED DIVIDENDS-SM-. Shareholders may also have all income dividends and
capital gains distributions automatically invested in shares of a Dean Witter
Fund other than Dean Witter High Yield Securities Inc. Such investment will be
made as described above for automatic investment in shares of the Fund, at the
net asset value per share (without sales charge) of the selected Dean Witter
Fund as of the close of business on the payment date of the dividend or
distribution, and will begin to earn dividends, if any, in the selected Dean
Witter Fund the next business day.

INVESTMENT OF DISTRIBUTIONS RECEIVED IN CASH. Any shareholder who receives a
cash payment representing a dividend or capital gains distribution may invest
such dividend or distribution at the net asset value (without sales charge) next
determined after receipt by the Transfer Agent by returning the check or the
proceeds to the Transfer Agent within 30 days after the payment date.

EASYINVEST-SM-. Shareholders may subscribe to EasyInvest, an automatic purchase
plan which provides for any amount from $100 to $5,000 to be transferred
automatically from a checking or savings account, on a semi-monthly, monthly or
quarterly basis, to the Fund's Transfer Agent for investment in shares of the
Fund. Shares purchased through EasyInvest will be added to the shareholder's
existing account at the net asset value calculated the same business day the
transfer of funds is effected. For further information or to subscribe to
EasyInvest, shareholders should contact their DWR or other Selected
Broker-Dealer account executive or the Transfer Agent.

SYSTEMATIC WITHDRAWAL PLAN. A withdrawal plan is available for shareholders who
own or purchase shares of the Fund having a minimum value of $10,000 based upon
the then current offering price. The plan provides for monthly or quarterly
(March, June, September, December) checks in any amount, not less than $25.
Withdrawal plan payments should not be considered as dividends, yields or
income. If periodic withdrawal plan payments continuously exceed net investment
income and net capital gains, the shareholder's original investment will be
correspondingly reduced and ultimately exhausted.
The Transfer Agent acts as agent for the shareholder in tendering to the Fund
for redemption sufficient full and fractional shares to provide the amount of
the periodic withdrawal payment designated in the application. The shares will
be redeemed at their net asset value determined, at the shareholder's option, on
the tenth or twenty-fifth day (or next following business day) of the relevant
month or quarter and normally a check for the proceeds will be mailed by the
Transfer Agent within five business days after the date of redemption. The
Systematic Withdrawal Plan may be terminated at any time by the Transfer Agent.
Each withdrawal constitutes a redemption of shares and any gain or loss
realized must be recognized for federal income tax purposes. A Shareholder
Investment Account may not be maintained concurrently with a Systematic
Withdrawal Plan. Although the shareholder may make additional investments of
$2,500 or more under the Systematic Withdrawal Plan, withdrawals made
concurrently with purchases of additional shares

14
<PAGE>
are inadvisable because of the sales charges applicable to the purchase of
additional shares.
Shareholders wishing to enroll in the Withdrawal Plan should contact their
Account Executive or the Transfer Agent.

TAX-SHELTERED RETIREMENT PLANS. Retirement plans are available through the
Investment Manager for use by the self-employed, eligible Individual Retirement
Accounts and Custodial Accounts under Section 403(b)(7) of the Internal Revenue
Code. Adoption of such plans should be on advice of legal counsel or tax
adviser.
For further information regarding plan administration, custodial fees and
other details, investors should contact the Fund.

SYSTEMATIC PAYROLL DEDUCTION PLAN. There is also available to employers a
Systematic Payroll Deduction Plan by which their employees may invest in the
Fund. For further information please contact the Fund.

EXCHANGE PRIVILEGE

The Fund makes available to its shareholders an "Exchange Privilege" allowing
the exchange of shares of the Fund for shares of other Dean Witter Funds sold
with a front-end (at time of purchase) sales-charge ("FESC funds"), Dean Witter
Funds sold with a contingent deferred sales charge ("CDSC funds"), five Dean
Witter Funds which are money market funds and Dean Witter Short-Term Bond Fund,
Dean Witter Limited Term Municipal Trust and Dean Witter Short-Term U.S.
Treasury Trust (the foregoing eight non-FESC and non-CDSC funds are hereinafter
referred to as the "Exchange Funds"). Exchanges may be made after the shares of
the Fund acquired by purchase (not by exchange or dividend reinvestment) have
been held for thirty days. There is no holding period for exchanges of shares
acquired by exchange or dividend reinvestment. However, shares of CDSC funds,
including shares acquired in exchange for shares of FESC funds, may not be
exchanged for shares of FESC funds. Thus, shareholders who exchange their Fund
shares for shares of CDSC funds may subsequently exchange those shares for
shares of other CDSC funds or Exchange Funds but may not reacquire FESC fund
shares by exchange.
An exchange to another FESC fund, to a CDSC fund, or to a non-money market
fund Exchange Fund is on the basis of the next calculated net asset value per
share of each fund after the exchange order is received. When exchanging into a
money market fund from the Fund, shares of the Fund are redeemed out of the Fund
at their next calculated net asset value and the proceeds of the redemption are
used to purchase shares of the money market fund at their net asset value
determined the following business day. Subsequent exchanges between any of the
Exchange Funds FESC funds and CDSC funds can be effected on the same basis
(except that CDSC fund shares may not be exchanged for shares of FESC funds).
Shares of a CDSC fund acquired in exchange for shares of an FESC fund (or in
exchange for shares of other Dean Witter Funds for which shares of an FESC fund
have been exchanged) are not subject to any contingent deferred sales charge
upon their redemption.
Purchases and exchanges should be made for investment purposes only. A
pattern of frequent exchanges may be deemed by the Investment Manager to be
abusive and contrary to the best interests of the Fund's other shareholders and,
at the Investment Manager's discretion, may be limited by the Fund's refusal to
accept additional purchases and/or exchanges from the investor. Although the
Fund does not have any specific definition of what constitutes a pattern of
frequent exchanges, and will consider all relevant factors in determining
whether a particular situation is abusive and contrary to the best interests of
the Fund and its other shareholders, investors should be aware that the Fund and
each of the other Dean Witter Funds may in their discretion limit or otherwise
restrict the number of times this Exchange Privilege may be exercised by any
investor. Any such restriction will be made by the Fund on a prospective basis
only, upon notice to the shareholder not later than ten days following such
shareholder's most recent exchange.
The Exchange Privilege may be terminated or revised at any time by the Fund
and/or any of such Dean Witter Funds for which shares of the Fund may be
exchanged, upon such notice as may be required by applicable regulatory agencies
(presently sixty days prior written notice for termination or material
revision), provided that six months, prior notice of termination will be given
to the shareholders who hold shares of Exchange Funds pursuant to this Exchange
Privilege and provided further that the Exchange Privilege may be terminated or
materially revised without notice under

15
<PAGE>
certain unusual circumstances. Shareholders maintaining margin accounts with DWR
or another Selected Broker-Dealer are referred to their account executive
regarding restrictions on exchange of shares of the Fund pledged in the margin
account.
If DWR or another Selected Broker-Dealer is the current dealer of record and
its account numbers are part of the account information, shareholders may
initiate an exchange of shares of the Fund for shares of any of the Dean Witter
Funds (for which the Exchange Privilege is available) pursuant to this Exchange
Privilege by contacting their account executive (no Exchange Privilege
Authorization Form is required). Other shareholders (and those shareholders who
are clients of DWR or other Selected Broker-Dealers but who wish to make
exchanges directly by telephoning the Transfer Agent) must complete and forward
to the Transfer Agent an Exchange Privilege Authorization form, copies of which
may be obtained from the Transfer Agent, to initiate an exchange. If the
Authorization Form is used, exchanges may be made in writing or by contacting
the Transfer Agent at (800) 526-3143 (toll free). The Fund will employ
reasonable procedures to confirm that exchange instructions communicated over
the telephone are genuine. Such procedures may include requiring various forms
of personal identification such as name, mailing address, social security or
other tax identification number and DWR or other Selected Broker-Dealer account
number (if any). Telephone instructions may also be recorded. If such procedures
are not employed, the Fund may be liable for any losses due to unauthorized or
fraudulent instructions.
Telephone exchange instructions will be accepted if received by the Transfer
Agent between 9:00 a.m. and 4:00 p.m. New York time, on any day the New York
Stock Exchange is open. Any shareholder wishing to make an exchange who has
previously filed an Exchange Privilege Form and who is unable to reach the Fund
by telephone should contact his or her DWR or other Selected Broker-Dealer
account executive, if appropriate, or make a written exchange request.
Shareholders are advised that during periods of drastic economic or market
changes, it is possible that the telephone exchange procedures may be difficult
to implement, although this has not been the experience of the Dean Witter Funds
in the past.
Shareholders should contact their DWR or other Selected Broker-Dealer account
executive or the Transfer Agent for further information about the Exchange
Privilege.

REDEMPTIONS AND REPURCHASES
- --------------------------------------------------------------------------------

REDEMPTION. Shares of the Fund can be redeemed for cash at any time at their
current net asset value per share (without any redemption or other charge). If
shares are held in a shareholder's account without a stock certificate, a
written request for redemption is required. If certificates are held by the
shareholder(s), the shares may be redeemed by surrendering the certificate(s)
with a written request for redemption. The stock certificate, or an accompanying
stock power, and the request for redemption, must be signed by the
shareholder(s) exactly as the shares are registered. Each request for
redemption, whether or not accompanied by a stock certificate, must be sent to
the Fund's Transfer Agent at P.O. Box 983, Jersey City, N.J. 07303, who will
redeem the shares at their net asset value next determined (see "Purchase of
Fund Shares--Determination of Net Asset Value") after it receives the request,
and certificate, if any, in good order. Any redemption request received after
such determination will be redeemed at the price next determined. The term "good
order" means that the stock certificate, if any, and request for redemption are
properly signed, accompanied by any documentation required by the Transfer
Agent, and bear signature guarantees when required by the Fund or the Transfer
Agent. If redemption is requested by a corporation, partnership, trust or
fiduciary, the Transfer Agent may require that written evidence of authority
acceptable to the Transfer Agent be submitted before such request will be
accepted. A stock power may be obtained from any dealer or commercial bank. The
Fund may change the signature guarantee requirements upon notice to
shareholders, which may be by means of a new Prospectus.
Whether certificates are held by the shareholder or shares are held in a
shareholder's account, if the proceeds are to be paid to any person other than
the record owner, or if the proceeds are to be paid to a corporation (other than
DWR or other Selected Broker-

16
<PAGE>
Dealer for the account of the shareholder), partnership, trust or fiduciary, or
sent to the shareholder at an address other than the registered address,
signature(s) must be guaranteed by an eligible guarantor acceptable to the
Transfer Agent (shareholders should contact the Transfer Agent for a
determination as to whether a particular institution is an eligible guarantor).

REPURCHASE. DWR and other Selected Broker-Dealers are authorized to repurchase,
as agent for the Fund, shares represented by a stock certificate which is
delivered to any of their offices. Shares held in a shareholder's account
without a stock certificate may also be repurchased by DWR and other Selected
Broker-Dealers upon the telephonic request of the shareholder. The repurchase
price is the net asset value next determined (see "Purchase of Fund Shares --
Determination of Net Asset Value") after such repurchase order is received.
Repurchase orders received by DWR and other Selected Broker-Dealers prior to
4:00 p.m. New York time on any business day will be priced at the net asset
value per share that is based on that day's close provided that, if presented by
a DWR or other Selected Broker-Dealer, they are time-stamped by DWR or other
Selected Broker-Dealer no later than 4:00 p.m. New York time on such day. It is
the responsibility of DWR and other Selected Broker-Dealers to transmit orders
received by them to the Distributor prior to 4:00 p.m. New York time on such
day. If the DWR or other Selected Broker-Dealer should fail to do so, the
shareholder's entitlement to that day's closing price must be settled between
the shareholder and the Selected Broker-Dealer. Repurchase orders received by
DWR and other Selected Broker-Dealers after 4:00 p.m. New York time, will be
priced on the basis of the next business day's close. Selected Broker-Dealers
may charge for their services in connection with the repurchase, but neither the
Fund nor the Distributor or DWR charges a fee. Payment for shares repurchased
may be made by the Fund to the Distributor for the account of the shareholder.
The offer by the Distributor to repurchase shares from DWR and other Selected
Broker-Dealers or shareholders may be suspended by the Distributor at any time.
In that event shareholders may redeem their shares through the Fund's Transfer
Agent as set forth above under "Redemption".

PAYMENT FOR SHARES REDEEMED OR REPURCHASED. Payment for shares presented for
repurchase or redemption will be made by check within seven days after receipt
by the Transfer Agent of the certificate and/or written request in good order.
Such payment may be postponed or the right of redemption suspended at times when
normal trading is not taking place on the New York Stock Exchange. If the shares
to be redeemed have recently been purchased by check, payment of the redemption
proceeds may be delayed for the minimum time needed to verify that the check
used for investment has been honored (not more than fifteen days from the time
of investment of the check by the Transfer Agent). Shareholders maintaining
Margin Accounts with DWR and other Selected Broker Dealers are referred to their
account executive regarding restrictions on redemption of shares of the Fund
pledged in the Margin Account.

REINSTATEMENT PRIVILEGE. A shareholder who has had his or her shares redeemed or
repurchased and has not previously exercised this reinstatement privilege may,
within 30 days after the date of the redemption or repurchase, reinstate any
portion or all of the proceeds of such redemption or repurchase in shares of the
Fund at net asset value (without a sales charge) next determined after a
reinstatement request, together with the proceeds, is received by the Transfer
Agent.

INVOLUNTARY REDEMPTION. The Fund reserves the right, on sixty days' notice, to
redeem at their net asset value the shares of any shareholder whose shares have
a value of less than $100 as a result of redemptions or repurchases, or such
lesser amount as may be fixed by the Board of Directors. However, before the
Fund redeems such shares and sends the proceeds to the shareholder, it will
notify the shareholder that the value of the shares is less than $100 and allow
the shareholder 60 days in which to make an additional investment in an amount
which will increase the value of the account to $100 or more before the
redemption is processed.

17
<PAGE>
DIVIDENDS, DISTRIBUTIONS AND TAXES
- --------------------------------------------------------------------------------

DIVIDENDS AND DISTRIBUTIONS. The Fund intends to declare and pay monthly income
dividends and to distribute net short-term and net long-term capital gains, if
any, at least once each year. The Fund may, however, determine either to
distribute or to retain all or part of any long-term capital gains in any year
for reinvestment.
All dividends and capital gains distributions will be paid in additional Fund
shares (without sales charge) and automatically credited to the shareholder's
account without issuance of a stock certificate unless the shareholder requests
in writing that all dividends be paid in cash and such request is received by
the close of business on the day prior to the record date for such
distributions. (See "Shareholder Services--Automatic Investment of Dividends and
Distributions".)

TAXES. Because the Fund intends to distribute all of its net investment income
and net capital gains to shareholders and otherwise continue to qualify as a
regulated investment company under Subchapter M of the Internal Revenue Code, it
is not expected that the Fund will be required to pay any Federal income tax on
such income and capital gains.
With respect to the Fund's investments in zero coupon and payment-in-kind
bonds, the Fund accrues income prior to any actual cash payments by their
issuers. In order to continue to comply with Subchapter M of the Internal
Revenue Code and remain able to forego payment of Federal income tax on its
income and capital gains, the Fund must distribute all of its net investment
income, including income accrued from zero coupon and payment-in-kind bonds. As
such, the Fund may be required to dispose of some of its portfolio securities
under disadvantageous circumstances to generate the cash required for
distribution.
Shareholders will normally have to pay Federal income taxes, and any
applicable state and/or local income taxes, on the dividends and distributions
they receive from the Fund. Such dividends and distributions, to the extent they
are derived from net investment income or net short-term capital gains, are
taxable to the shareholder as ordinary dividend income regardless of whether the
shareholder receives such distributions in additional shares or in cash. Any
dividends declared in the last calendar quarter of any year to shareholders of
record for that period which are paid in the following year prior to February 1
will be deemed received by the shareholder in the prior year. Since the Fund's
income is expected to be derived primarily from interest rather than dividends,
only a small portion, if any, of such dividends and distributions is expected to
be eligible for the Federal dividends received deduction available to
corporations.
Distributions of net long-term capital gains, if any, are taxable to
shareholders as long-term capital gains regardless of how long a shareholder has
held the Fund's shares and regardless of whether the distribution is received in
additional shares or in cash. Capital gains distributions are not eligible for
the dividends received deduction. Capital gains may be generated by transactions
in options and futures contracts engaged in by the Fund.
The Fund may at times make payments from sources other than income or net
capital gains. Payments from such sources will, in effect, represent a return of
a portion of each shareholder's investment. All, or a portion, of such payments
will not be taxable to shareholders.
After the end of the calendar year, shareholders will receive a statement of
their dividends and capital gains distributions for tax purposes, including
information as to the portion taxable as ordinary income and the portion taxable
as capital gains.
To avoid being subject to a 31% Federal backup withholding tax on taxable
dividends, capital gains distributions and the proceeds of redemptions and
repurchases, shareholders' taxpayer identification numbers must be furnished and
certified as to their accuracy.
Shareholders should consult their tax advisers regarding specific questions
as to state or local taxes and as to the applicability of the foregoing to their
current federal tax situation.

18
<PAGE>
PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------

From time to time the Fund may quote its "yield" and/ or its "total return" in
advertisements and sales literature. Both the yield and the total return of the
Fund are based on historical earnings and are not intended to indicate future
performance. The yield of the Fund will be computed by dividing the Fund's net
investment income over a 30-day period by an average value (using the average
number of shares entitled to receive dividends and the maximum offering price
per share at the end of the period), all in accordance with applicable
regulatory requirements. Such amount will be compounded for six months and then
annualized for a twelve-month period to derive the Fund's yield.
The "average annual total return" of the Fund refers to a figure reflecting
the average annualized percentage increase (or decrease) in the value of an
initial investment in the Fund of $1,000 over periods of one, five and ten
years. Average annual total return reflects all income earned by the Fund, any
appreciation or depreciation of the Fund's assets, all expenses incurred by the
Fund and all sales charges incurred by shareholders, for the stated periods. It
also assumes reinvestment of all dividends and distributions paid by the Fund.
In addition to the foregoing, the Fund may advertise its total return over
different periods of time by means of aggregate, average, year-by-year or other
types of total return figures. Such calculations may or may not reflect the
imposition of the front-end sales charge which, if reflected, would reduce the
performance quoted. The Fund may advertise the growth of a hypothetical
investment of $10,000, $50,000 or $100,000 in shares of the Fund by adding 1 to
the Fund's aggregate total return to date and multiplying by $9,450, $47,875 or
$96,750 ($10,000, $50,000 or $100,000 adjusted for 5.5%, 4.25% and 3.25% sales
charges, respectively). The Fund from time to time may also advertise its
performance relative to certain performance rankings and indexes compiled by
independent organizations.

ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------

VOTING RIGHTS. All shares of the Fund are of common stock of $0.01 par value and
are equal as to earnings, assets and voting privileges. There are no conversion,
pre-emptive or other subscription rights. In the event of liquidation, each
share of common stock of the Fund is entitled to its portion of all of the
Fund's assets after all debts and expenses have been paid. The shares do not
have cumulative voting rights.
Under ordinary circumstances, the Fund is not required, nor does it intend,
to hold Annual Meetings of Stockholders. The Directors may call Special Meetings
of Stockholders for action by stockholder vote as may be required by the Act or
the Fund's By-Laws.

SHAREHOLDER INQUIRIES. All inquiries regarding the Fund should be directed to
the Fund at the telephone numbers or address set forth on the front cover of
this Prospectus.

19
<PAGE>
APPENDIX--RATINGS OF INVESTMENTS
- --------------------------------------------------------------------------------

MOODY'S INVESTORS SERVICE INC. ("MOODY'S")
BOND RATINGS

<TABLE>
<S> <C>
AAA Bonds which are rated Aaa are judged to be of the best quality. They carry the smallest
degree of investment risk and are generally referred to as "gilt edge." Interest
payments are protected by a large or by an exceptionally stable margin and principal is
secure. While the various protective elements are likely to change, such changes as can
be visualized are most unlikely to impair the fundamentally strong position of such
issues.
AA Bonds which are rated Aa are judged to be of high quality by all standards. Together
with the Aaa group they comprise what are generally known as high grade bonds. They are
rated lower than the best bonds because margins of protection may not be as large as in
Aaa securities or fluctuation of protective elements may be of greater amplitude or
there may be other elements present which make the long-term risks appear somewhat
larger than in Aaa securities.
A Bonds which are rated A possess many favorable investment attributes and are to be
considered as upper medium grade obligations. Factors giving security to principal and
interest are considered adequate, but elements may be present which suggest a
susceptibility to impairment sometime in the future.
BAA Bonds which are rated Baa are considered as medium grade obligations; i.e., they are
neither highly protected nor poorly secured. Interest payments and principal security
appear adequate for the present but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. Such bonds lack outstanding
investment characteristics and in fact have speculative characteristics as well.
Bonds rated Aaa, Aa, A and Baa are considered investment grade bonds.
BA Bonds which are rated Ba are judged to have speculative elements; their future cannot be
considered as well assured. Often the protection of interest and principal payments may
be very moderate, and therefore not well safeguarded during both good and bad times over
the future. Uncertainty of position characterizes bonds in this class.
B Bonds which are rated B generally lack characteristics of desirable investments.
Assurance of interest and principal payments or of maintenance of other terms of the
contract over any long period of time may be small.
CAA Bonds which are rated Caa are of poor standing. Such issues may be in default or there
may be present elements of danger with respect to principal or interest.
CA Bonds which are rated Ca present obligations which are speculative in a high degree.
Such issues are often in default or have other marked shortcomings.
C Bonds which are rated C are the lowest rated class of bonds, and issues so rated can be
regarded as having extremely poor prospects of ever attaining any real investment
standing.
</TABLE>

20
<PAGE>
CONDITIONAL RATING: Municipal bonds for which the security depends upon the
completion of some act or the fulfillment of some condition are rated
conditionally. These are bonds secured by (a) earnings of projects under
construction, (b) earnings of projects unseasoned in operation experience, (c)
rentals which begin when facilities are completed, or (d) payments to which some
other limiting condition attaches. Parenthetical rating denotes probable credit
stature upon completion of construction or elimination of basis of condition.

RATING REFINEMENTS: Moody's may apply numerical modifiers, 1, 2 and 3 in each
generic rating classification from Aa through B in its corporate and municipal
bond rating system. The modifier 1 indicates that the security ranks in the
higher end of its generic rating category; the modifier 2 indicates a mid-range
ranking; and a modifier 3 indicates that the issue ranks in the lower end of its
generic rating category.

COMMERCIAL PAPER RATINGS

Moody's Commercial Paper ratings are opinions of the ability to repay punctually
promissory obligations not having an original maturity in excess of nine months.
Moody's employs the following three designations, all judged to be investment
grade, to indicate the relative repayment capacity of rated issuers: Prime-1,
Prime-2, Prime-3.
Issuers rated Prime-1 have a superior capacity for repayment of short-term
promissory obligations. Issuers rated Prime-2 have a strong capacity for
repayment of short-term promissory obligations; and Issuers rated Prime-3 have
an acceptable capacity for repayment of short-term promissory obligations.
Issuers rated Not Prime do not fall within any of the Prime rating categories.

STANDARD & POOR'S CORPORATION ("STANDARD & POOR'S")
BOND RATINGS

A Standard & Poor's bond rating is a current assessment of the creditworthiness
of an obligor with respect to a specific obligation. This assessment may take
into consideration obligors such as guarantors, insurers, or lessees.
The ratings are based on current information furnished by the issuer or
obtained by Standard & Poor's from other sources it considers reliable. The
ratings are based, in varying degrees, on the following considerations: (1)
likelihood of default-capacity and willingness of the obligor as to the timely
payment of interest and repayment of principal in accordance with the terms of
the obligation; (2) nature of and provisions of the obligation; and (3)
protection afforded by, and relative position of, the obligation in the event of
bankruptcy, reorganization or other arrangement under the laws of bankruptcy and
other laws affecting creditors' rights.
Standard & Poor's does not perform an audit in connection with any rating and
may, on occasion, rely on unaudited financial information. The ratings may be
changed, suspended or withdrawn as a result of changes in, or unavailability of,
such information, or for other reasons.

<TABLE>
<S> <C>
AAA Debt rated AAA has the highest rating assigned by Standard & Poor's. Capacity to pay
interest and repay principal is extremely strong.
AA Debt rated AA has a very strong capacity to pay interest and repay principal and differs
from the highest-rated issues only in small degree.
A Debt rated A has a strong capacity to pay interest and repay principal although they are
somewhat more susceptible to the adverse effects of changes in circumstances and
economic conditions than debt in higher-rated categories.
</TABLE>

21
<PAGE>
<TABLE>
<S> <C>
BBB Debt rated BBB is regarded as having an adequate capacity to pay interest and repay
principal. Whereas it normally exhibits adequate protection parameters, adverse economic
conditions or changing circumstances are more likely to lead to a weakened capacity to
pay interest and repay principal for debt in this category than for debt in higher-rated
categories.
Bonds rated AAA, AA, A and BBB are considered investment grade bonds.
BB Debt rated BB has less near-term vulnerability to default than other speculative grade
debt. However, it faces major ongoing uncertainties or exposure to adverse business,
financial or economic conditions which could lead to inadequate capacity to meet timely
interest and principal payment.
B Debt rated B has a greater vulnerability to default but presently has the capacity to
meet interest payments and principal repayments. Adverse business, financial or economic
conditions would likely impair capacity or willingness to pay interest and repay
principal.
CCC Debt rated CCC has a current identifiable vulnerability to default, and is dependent
upon favorable business, financial and economic conditions to meet timely payments of
interest and repayments of principal. In the event of adverse business, financial or
economic conditions, it is not likely to have the capacity to pay interest and repay
principal.
CC The rating CC is typically applied to debt subordinated to senior debt which is assigned
an actual or implied CCC rating.
C The rating C is typically applied to debt subordinated to senior debt which is assigned
an actual or implied CCC- debt rating.
CI The rating CI is reserved for income bonds on which no interest is being paid.
NR Indicates that no rating has been requested, that there is insufficient information on
which to base a rating or that Standard & Poor's does not rate a particular type of
obligation as a matter of policy.
Bonds rated BB, B, CCC, CC and C are regarded as having predominantly speculative
characteristics with respect to capacity to pay interest and repay principal. BB
indicates the least degree of speculation and C the highest degree of speculation. While
such debt will likely have some quality and protective characteristics, these are
outweighed by large uncertainties or major risk exposures to adverse conditions.
Plus (+) or minus (-): The ratings from AA to CCC may be modified by the addition of a
plus or minus sign to show relative standing within the major ratings categories.
In the case of municipal bonds, the foregoing ratings are sometimes followed by a "p"
which indicates that the rating is provisional. A provisional rating assumes the
successful completion of the project being financed by the bonds being rated and
indicates that payment of debt service requirements is largely or entirely dependent
upon the successful and timely completion of the project. This rating, however, while
addressing credit quality subsequent to completion of the project, makes no comment on
the likelihood or risk of default upon failure of such completion.
</TABLE>

22
<PAGE>
COMMERCIAL PAPER RATINGS

Standard and Poor's commercial paper rating is a current assessment of the
likelihood of timely payment of debt having an original maturity of no more than
365 days. The commercial paper rating is not a recommendation to purchase or
sell a security. The ratings are based upon current information furnished by the
issuer or obtained by S&P from other sources it considers reliable. The ratings
may be changed, suspended, or withdrawn as a result of changes in or
unavailability of such information. Ratings are graded into group categories,
ranging from "A" for the highest quality obligations to "D" for the lowest.
Ratings are applicable to both taxable and tax-exempt commercial paper. The
categories are as follows:
Issues assigned A ratings are regarded as having the greatest capacity for
timely payment. Issues in this category are further refined with the designation
1, 2 and 3 to indicate the relative degree of safety.

<TABLE>
<S> <C>
A-1 indicates that the degree of safety regarding timely payment is very strong.
A-2 indicates capacity for timely payment on issues with this designation is strong.
However, the relative degree of safety is not as overwhelming as for issues designated
"A-1".
A-3 indicates a satisfactory capacity for timely payment. Obligations carrying this
designation are, however, somewhat more vulnerable to the adverse effects of changes in
circumstances than obligations carrying the higher designations.
</TABLE>

23
<PAGE>
DEAN WITTER
HIGH YIELD SECURITIES INC.
TWO WORLD TRADE CENTER
NEW YORK, NEW YORK 10048

BOARD OF DIRECTORS

Jack F. Bennett
Charles A. Fiumefreddo
Edwin J. Garn
John R. Haire
Dr. John E. Jeuck
Dr. Manuel H. Johnson
Paul Kolton
Michael E. Nugent
Albert T. Sommers
Edward R. Telling

OFFICERS

Charles A. Fiumefreddo
Chairman and Chief Executive Officer
Sheldon Curtis
Vice President, Secretary and General Counsel

Peter M. Avelar
Vice President

Thomas F. Caloia
Treasurer

CUSTODIAN

The Bank of New York
110 Washington Street
New York, New York 10286

TRANSFER AGENT AND
DIVIDEND DISBURSING AGENT

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

INDEPENDENT ACCOUNTANTS

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

INVESTMENT MANAGER

Dean Witter InterCapital Inc.
<PAGE>
SUPPLEMENT TO THE PROSPECTUS OF
DEAN WITTER HIGH YIELD SECURITIES INC. (THE "FUND") DATED DECEMBER 21, 1993

On December 31, 1993, Dean Witter InterCapital Inc. ("InterCapital"),
investment manager to the Fund, effected an internal reorganization pursuant to
which certain administrative activities previously performed by InterCapital
will instead be performed by Dean Witter Services Company Inc. ("Dean Witter
Services"), a wholly-owned subsidiary of InterCapital. Pursuant to the
reorganization, InterCapital has entered into a Services Agreement with respect
to the Fund, pursuant to which Dean Witter Services will provide certain of the
administrative services to the Fund that were previously performed directly by
InterCapital. The foregoing internal reorganization does not result in any
change of the nature or scope of the administrative services being provided to
the Fund or any of the fees being paid by the Fund for the overall services
being performed under the terms of the existing Investment Management Agreement.

Also, InterCapital and Dean Witter Distributors Inc. (which previously were
subsidiaries of Dean Witter Reynolds Inc., a wholly-owned subsidiary of Dean
Witter, Discover & Co. ("DWDC")) have become direct wholly-owned subsidiaries of
DWDC.

December 31, 1993