RULE 24f-2 NOTICE
For
DEAN WITTER NATURAL RESOURCE DEVELOPING GROWTH SECURITIES INC.
(File No. 811-3129)
Fiscal Year for Which Notice is file 02/28/95
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 8,003,228
pursuant to indefinite registration
**Calculation of filing fee:
(1) Sale price of shares sold during $ 91,308,700
fiscal year pursuant to indefinite
registration
(2) Purchase price of shares redeemed $ (95,357,847)
during fiscal year
(3) Purchase price of shares previously $ - 0 -
applied pursuant to Section 24e-2(a)
(4) Item (2) less item (3) $ (95,357,847)
(5) Item (1) less item (4) $ (4,049,147)
(6) Amount of filing fee $ - 0 -
By
Sheldon Curtis
Vice President and General Counsel
Dated: February 13, 1995
DEAN WITTER NATURAL RESOURCE DEVELOPMENT SECURITIES INC.
Two World Trade Center
New York, New York 10048
February 13, 1995
Dean Witter Natural Resource Development 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 Natural Resource
Development 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 shares of common
stock covered by the Rule 24f-2 Notice, dated February 13, 1995
(File No. 811-3129), 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 regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
Sheldon Curtis
General Counsel
SC:fr
