RULE 24f-2 NOTICE
For
Dean Witter Dividend Growth Securities Inc.
(File No. 811-3128)
Fiscal Year for Which Notice is filed 02/28/94
Unsold balance at beginning of fiscal year
of shares of beneficial interest previously
registered under Securities Act of 1933
Number of shares registered during fiscal
year
Number of shares sold during fiscal year 52,400,350.248
pursuant to indefinite registration
*Calculation of filing fee:
(1) Sale price of shares sold during $ 1,583,778,568
fiscal year pursuant to indefinite
registration
(2) Purchase price of shares redeemed $ 811,650,591
during fiscal year
(3) Purchase price of shares previously $ 0
applied pursuant to Section 24e-2(a)
(4) Item (2) less item (3) $ 811,650,591
(5) Item (1) less item (4) $ 772,127,977
(6) Amount of filing fee $ 266,252.86
By /s/ Sheldon Curtis
Sheldon Curtis
Vice President and General Counsel
Dated: March 10, 1994
DEAN WITTER INTERCAPITAL INC.
Two World Trade Center
New York, NY 10048
March 10, 1994
Dean Witter Dividend Growth Securities Inc.
Two World Trade Center
72nd Floor
New York, NY 10048
Dear Sirs:
In connection with the public offering of shares of common
stock, $.01 par value, of Dean Witter Dividend Growth 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 Commonwealth of Maryland and that the shares of common stock
covered by the Rule 24f-2 Notice, March 10, 1994 (File No. 2-70423
and 811-3128), 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
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