RULE 24f-2 NOTICE
For
Dean Witter Dividend Growth Securities Inc.
(File No. 811-3128)
Fiscal Year for Which Notice is filed 02/28/95
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 42,248,385
pursuant to indefinite registration
*Calculation of filing fee:
(1) Sale price of shares sold during $ 1,266,049,401
fiscal year pursuant to indefinite
registration
(2) Purchase price of shares redeemed $ 1,090,879,382
during fiscal year
(3) Purchase price of shares previously $ 0
applied pursuant to Section 24e-2(a)
(4) Item (2) less item (3) $ 1,090,879,382
(5) Item (1) less item (4) $ 175,170,019
(6) Amount of filing fee $ 60,403.88
By /s/Sheldon Curtis
Sheldon Curtis
Vice President and General Counsel
Dated: March 21, 1995
DEAN WITTER DIVIDEND GROWTH SECURITIES INC.
Two World Trade Center
New York, New York 10048
March 21, 1995
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 common shares,
$.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 State of Maryland and that the common shares
covered by the Rule 24f-2 Notice, dated March 21, 1995 (File No.
002-70423 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
SC:dp/24f-2/divgro
