RULE 24f-2 NOTICE
For
Dean Witter U.S. Government Money Market Trust
(File No. 811-3326)
Fiscal Year for Which Notice is filed 01/31/94
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 1,929,597,479.64
pursuant to indefinite registration
*Calculation of filing fee:
(1) Sale price of shares sold during $1,929,597,479.64
fiscal year pursuant to indefinite
registration
(2) Purchase price of shares redeemed $2,159,721,996.77
during fiscal year
(3) Purchase price of shares previously 0
applied pursuant to Section 24e-2(a)
(4) Item (2) less item (3) $2,159,721,996.77
(5) Item (1) less item (4) -$ 230,124,516.13
(6) Amount of filing fee $ 0
By /s/ Sheldon Curtis
Sheldon Curtis
Vice President and General Counsel
Dated: February 28, 1994
24f-2\notice.usg\yh
DEAN WITTER INTERCAPITAL INC.
Two World Trade Center
New York, NY 10048
February 28, 1994
Dean Witter U.S. Government Money Market Trust
Two World Trade Center
72nd Floor
New York, NY 10048
Dear Sirs:
In connection with the public offering of shares of beneficial
interest, $.01 par value, of Dean Witter U.S. Government Money
Market Trust (the "Trust"), 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 Trust, that the
Trust is an unincorporated business trust duly organized and
validly existing under the laws of the State of Massachusetts and
that the shares of beneficial interest covered by the Rule 24f-2
Notice, February 28, 1994 (File No. 2-74980 and 811-3326), 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 Trust and were legally issued, fully
paid and non-assessable by the Trust.
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
yh:\24f-2\opinion.usg
