WITTER DEAN NEW YORK TAX FREE INCOME FUND
497, 1996-03-05
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<PAGE>
                        DEAN WITTER
                        NEW YORK TAX-FREE INCOME FUND
                        PROSPECTUS--FEBRUARY 27, 1996

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DEAN  WITTER  NEW  YORK  TAX-FREE  INCOME  FUND  (THE  "FUND")  IS  AN OPEN-END,
DIVERSIFIED MANAGEMENT  INVESTMENT  COMPANY  WHOSE INVESTMENT  OBJECTIVE  IS  TO
PROVIDE  A HIGH LEVEL OF CURRENT INCOME  EXEMPT FROM FEDERAL, NEW YORK STATE AND
NEW YORK CITY INCOME TAX, CONSISTENT WITH THE PRESERVATION OF CAPITAL. THE  FUND
INVESTS  PRINCIPALLY IN  NEW YORK  TAX-EXEMPT FIXED-INCOME  SECURITIES WHICH ARE
RATED IN  THE FOUR  HIGHEST CATEGORIES  BY MOODY'S  INVESTORS SERVICE,  INC.  OR
STANDARD & POOR'S CORPORATION. (SEE "INVESTMENT OBJECTIVE AND POLICIES.")

Shares  of the  Fund are  continuously offered  at net  asset value  without the
imposition of  a  sales  charge. However,  redemptions  and/or  repurchases  are
subject in most cases to a contingent deferred sales charge, scaled down from 5%
to 1% of the amount redeemed, if made within six years of purchase, which charge
will  be  paid to  the  Fund's Distributor,  Dean  Witter Distributors  Inc. See
"Redemptions and Repurchases--Contingent  Deferred Sales  Charge." In  addition,
the  Fund  pays  the  Distributor  a distribution  fee  pursuant  to  a  Plan of
Distribution pursuant to Rule 12b-1 under the Investment Company Act of 1940  at
the  annual rate of 0.75%  of the lesser of the  (i) average daily aggregate net
sales or (ii)  average daily  net assets  of the  Fund. See  "Purchases of  Fund
Shares--Plan of Distribution."

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 February 27, 1996,  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 on this page. The
Statement of Additional Information is incorporated herein by reference.

<TABLE>
<CAPTION>
TABLE OF CONTENTS

<S>                                                 <C>
Prospectus Summary................................       2

Summary of Fund Expenses..........................       3

Financial Highlights..............................       4

The Fund and its Management.......................       5

Investment Objective and Policies.................       5

  Risk Considerations.............................       6

Investment Restrictions...........................       9

Purchase of Fund Shares...........................      10

Shareholder Services..............................      11

Redemptions and Repurchases.......................      13

Dividends, Distributions and Taxes................      15

Performance Information...........................      16

Additional Information............................      16
</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
NEW YORK TAX-FREE INCOME FUND
TWO WORLD TRADE CENTER
NEW YORK, NEW YORK 10048
(212) 392-2550 or (800) 869-NEWS (toll-free)

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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 SECURITIES
   AND EXCHANGE 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
- --------------------------------------------------------------------------------

<TABLE>
<S>               <C>
THE FUND          The  Fund is organized  as a Trust,  commonly known as  a Massachusetts business  trust, and is an
                  open-end, diversified management investment company  investing principally in New York  tax-exempt
                  fixed-income  securities  which are  rated in  the  four highest  categories by  Moody's Investors
                  Service Inc. or Standard and Poor's Corporation (see page 5).
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SHARES OFFERED    Shares of beneficial interest with $0.01 par value (see page 16).
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OFFERING PRICE    At net  asset value  without sales  charge (see  page 10).  Shares redeemed  within six  years  of
                  purchase are subject to a contingent deferred sales charge under most circumstances (see page 13).
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MINIMUM           Minimum initial investment, $1,000 ($100 if the account is opened through EasyInvest-SM-); minimum
PURCHASE          subsequent investment, $100 (see page 10).
- -------------------------------------------------------------------------------------------------------

INVESTMENT        The  investment objective of  the Fund is  to provide a  high level of  current income exempt from
OBJECTIVE         federal, New York State and New York City income tax, consistent with preservation of capital.
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INVESTMENT        The Fund will invest principally in New  York tax-exempt fixed-income securities. However, it  may
POLICIES          also  invest in taxable money market instruments,  non-New York tax-exempt securities, futures and
                  options.
- -------------------------------------------------------------------------------------------------------
INVESTMENT        Dean Witter  InterCapital  Inc.,  the  Investment  Manager  of  the  Fund,  and  its  wholly-owned
MANAGER           subsidiary,  Dean Witter Services Company Inc.,  serve in various investment management, advisory,
                  management and administrative capacities to ninety-five investment companies and other  portfolios
                  with assets of approximately $81.7 billion at January 31, 1996 (see page 5).
- -------------------------------------------------------------------------------------------------------

MANAGEMENT FEE    The Investment Manager receives a monthly fee at the annual rate of .55 of 1% of daily net assets,
                  scaled  down on assets over $500  million. The fee should not be  compared with fees paid by other
                  investment companies  without  also considering  applicable  sales loads  and  distribution  fees,
                  including those noted below.
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DIVIDENDS         Dividends  are declared daily, and either paid monthly as additional shares of the Fund or, at the
                  shareholder's option, paid monthly in cash (see page 15).
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DISTRIBUTOR AND   Dean Witter  Distributors  Inc. (the  "Distributor").  The  Distributor receives  from  the  Fund,
DISTRIBUTION FEE  pursuant  to a  Rule 12b-1  Plan of  Distribution, a  distribution fee  accrued daily  and payable
                  monthly at the rate of .75% per annum of the lesser of (i) the Fund's average daily aggregate  net
                  sales  or (ii) the Fund's average  daily net assets. This fee  compensates the Distributor for the
                  services provided in  distributing shares  of the  Fund and  for its  sales-related expenses.  The
                  Distributor also receives the proceeds of any contingent deferred sales charges (see page 10).
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REDEMPTION        At  net asset value; redeemable involuntarily if total value of the account is less than $100, or,
                  if the account  was opened  through EasyInvest-SM-,  if after  twelve months  the shareholder  has
                  invested  less than $1,000 in the account. (see page 11). Redemptions within six years of purchase
                  are subject to a contingent deferred sales charge under most circumstances (see page 13).
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CONTINGENT        Although no  commission or  sales charge  is imposed  upon the  purchase of  shares, a  contingent
DEFERRED          deferred  sales charge (scaled down from 5% to 1%) is imposed on any redemption of shares if after
SALES CHARGE      such redemption the aggregate current value of an account with the Fund falls below the  aggregate
                  amount  of the investor's  purchase payments made  during the six  years preceding the redemption.
                  However, there is  no charge imposed  on redemption  of shares purchased  through reinvestment  of
                  dividends or distributions (see pages 12-14).
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RISKS             The  value of the Fund's portfolio securities, and therefore the Fund's net asset value per share,
                  may increase or decrease due to various factors, principally changes in prevailing interest  rates
                  and the ability of the issuers of the Fund's portfolio securities to pay interest and principal on
                  such  obligations. The Fund also may invest in futures and options for portfolio hedging purposes.
                  Futures and options 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. Since the Fund  concentrates its investments in  New York tax-exempt securities,  the
                  Fund  is affected by any  political, economic or regulatory  developments affecting the ability of
                  New York issuers to pay interest or repay principal (see pages 6-9).
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</TABLE>

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

2
<PAGE>
SUMMARY OF FUND EXPENSES
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The following table illustrates all expenses that a shareholder of the Fund will
incur.  The expenses  and fees set  forth in the  table are for  the fiscal year
ended December 31, 1995.

<TABLE>
<CAPTION>
SHAREHOLDER TRANSACTION EXPENSES
<S>                                                 <C>
Maximum Sales Charge Imposed on Purchases.........   None
Maximum Sales Charge Imposed on Reinvested
 Dividends........................................   None
Deferred Sales Charge
 (as a percentage of the lesser of original
 purchase price or redemption proceeds)...........   5.0%
</TABLE>

 A contingent deferred sales charge is imposed at the following declining rates:

<TABLE>
<CAPTION>
YEAR SINCE PURCHASE PAYMENT MADE                    PERCENTAGE
- --------------------------------------------------  -----------
<S>                                                 <C>
First.............................................      5.0%
Second............................................      4.0%
Third.............................................      3.0%
Fourth............................................      2.0%
Fifth.............................................      2.0%
Sixth.............................................      1.0%
Seventh and thereafter............................     None
</TABLE>

<TABLE>
<S>                                                 <C>
Redemption Fees...................................   None
Exchange Fee......................................   None

ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF
 AVERAGE NET ASSETS)
Management Fee....................................  0.55%
12b-1 Fees........................................  0.75%
Other Expenses....................................  0.12%
Total Fund Operating Expenses.....................  1.42%
</TABLE>

- ------------------------
* A portion of  the 12b-1 fee  equal to 0.20%  of the Fund's  average daily  net
  assets  is characterized as a  service fee within the  meaning of the National
  Association of Securities Dealers, Inc. ("NASD") guidelines (see "Purchase  of
  Fund Shares").

<TABLE>
<CAPTION>
                                                                                                     10
EXAMPLE                                                              1 YEAR    3 YEARS   5 YEARS    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..................................................    $64       $75       $98       $170
You  would  pay  the  following expenses  on  the  same investment,
 assuming no redemption............................................    $14       $45       $78       $170
</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
"The  Fund  and  its Management",  "Plan  of Distribution"  and  "Redemption and
Repurchases."

Long-term  shareholders  of  the  Fund  may  pay  more  in  sales  charges   and
distribution  fees than the  economic equivalent of  the maximum front-end sales
charge permitted by the NASD.

                                                                               3
<PAGE>
FINANCIAL HIGHLIGHTS
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The  following ratios  and per  share data  for a  share of  beneficial interest
outstanding throughout each period  have been audited  by Price Waterhouse  LLP,
independent  accountants. The financial highlights 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. Further information about the performance of the Fund is  contained
in  the  Fund's Annual  Report to  Shareholders, which  may be  obtained without
charge upon request from the Fund.

<TABLE>
<CAPTION>
                                                         FOR THE YEAR ENDED DECEMBER 31
                        -------------------------------------------------------------------------------------------------
                         1995      1994      1993      1992      1991      1990      1989      1988      1987      1986
                        -------   -------   -------   -------   -------   -------   -------   -------   -------   -------
<S>                     <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
PER SHARE OPERATING
  PERFORMANCE:
Net asset value,
  beginning of
  period..............  $ 10.83   $ 12.50   $ 11.98   $ 11.68   $ 11.00   $ 11.25   $ 10.94   $ 10.50   $ 11.57   $ 10.57
                        -------   -------   -------   -------   -------   -------   -------   -------   -------   -------
  Net investment
   income.............     0.55      0.57      0.65      0.65      0.68      0.68      0.68      0.68      0.70      0.72
  Net realized and
   unrealized gain
   (loss).............     1.20     (1.51)     0.72      0.34      0.70     (0.25)     0.31      0.44     (0.93)     1.09
                        -------   -------   -------   -------   -------   -------   -------   -------   -------   -------
  Total from
   investment
   operations.........     1.75     (0.94)     1.37      0.99      1.38      0.43      0.99      1.12     (0.23)     1.81
                        -------   -------   -------   -------   -------   -------   -------   -------   -------   -------
  Less dividends and
   distributions from:
    Net investment
     income...........    (0.54)    (0.57)    (0.65)    (0.65)    (0.68)    (0.68)    (0.68)    (0.67)    (0.70)    (0.72)
    Net realized
     gain.............    (0.08)    (0.16)    (0.20)    (0.04)    (0.02)    --        --        (0.01)    (0.14)    (0.09)
                        -------   -------   -------   -------   -------   -------   -------   -------   -------   -------
  Total dividends and
   distributions......    (0.62)    (0.73)    (0.85)    (0.69)    (0.70)    (0.68)    (0.68)    (0.68)    (0.84)    (0.81)
                        -------   -------   -------   -------   -------   -------   -------   -------   -------   -------
  Net asset value, end
   of period..........  $ 11.96   $ 10.83   $ 12.50   $ 11.98   $ 11.68   $ 11.00   $ 11.25   $ 10.94   $ 10.50   $ 11.57
                        -------   -------   -------   -------   -------   -------   -------   -------   -------   -------
                        -------   -------   -------   -------   -------   -------   -------   -------   -------   -------
TOTAL INVESTMENT
  RETURN+.............    16.59%    (7.74)%   11.72%     8.70%    12.94%     4.01%     9.34%    10.91%    (1.89)%   17.62%
RATIOS TO AVERAGE NET
  ASSETS:
  Expenses............     1.42%(1)    1.40%    1.27%    1.40%     1.32%     1.37%     1.37%     1.41%     1.40%     1.41%
  Net investment
   income.............     4.70%     4.96%     5.20%     5.48%     6.00%     6.13%     6.09%     6.28%     6.44%     6.36%

SUPPLEMENTAL DATA:
  Net assets, end of
   period, in
   millions...........     $217      $207      $246      $209      $182      $158      $147      $129      $113      $113
  Portfolio turnover
   rate...............       17%       10%       25%       16%       17%       23%       %4        18%       40%       23%
</TABLE>

- ------------------------------
 + DOES NOT REFLECT THE DEDUCTION OF SALES CHARGE.

(1) THE ABOVE EXPENSE RATIO WOULD HAVE BEEN 1.41% WHICH REFLECTS 0.01% EFFECT
    FOR CUSTODY CASH CREDITS.

4
<PAGE>
THE FUND AND ITS MANAGEMENT
- --------------------------------------------------------------------------------

Dean Witter  New  York  Tax-Free  Income  Fund  (the  "Fund")  is  an  open-end,
diversified  management  investment company.  The Fund  is a  trust of  the type
commonly known as a "Massachusetts business  trust" and was organized under  the
laws of Massachusetts on January 17, 1985.

    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, Discover  & Co. ("DWDC"), a
balanced financial services organization providing  a broad range of  nationally
marketed credit and investment products.

    InterCapital  and its wholly-owned subsidiary,  Dean Witter Services Company
Inc.,  serve  in  various   investment  management,  advisory,  management   and
administrative capacities to a total of ninety-five investment companies, thirty
of  which are listed on the New  York Stock Exchange, with combined total assets
including this Fund of approximately $79.1  billion as of January 31, 1996.  The
Investment  Manager also manages portfolios of pension plans, other institutions
and individuals which aggregated approximately $2.6 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.  InterCapital  has retained  Dean  Witter Services  Company  Inc. to
perform the  aforementioned administrative  services for  the Fund.  The  Fund's
Board  of  Trustees  reviews  the  various services  provided  by  or  under the
direction of 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 for expenses of the  Fund assumed by the  Investment Manager, the Fund  pays
the  Investment Manager  monthly compensation  calculated daily  by applying the
following annual rates to the net assets of the Fund determined as of the  close
of each business day: 0.55% of the portion of the daily net assets not exceeding
$500  million and 0.525% of  the portion of the  daily net assets exceeding $500
million. For the  fiscal year ended  December 31, 1995,  the Fund accrued  total
compensation  to the Investment Manager amounting to 0.55% of the Fund's average
daily net assets and the Fund's total  expenses amounted to 1.42% of the  Fund's
average daily net assets.

INVESTMENT OBJECTIVE AND POLICIES
- --------------------------------------------------------------------------------

The  investment objective  of the  Fund is  to provide  a high  level of current
income which is exempt  from federal, New  York State and  New York City  income
tax,  consistent with  the preservation of  capital. There is  no assurance that
this objective  will be  achieved.  The Fund  seeks  to achieve  its  investment
objective by investing its assets in accordance with the following policies:

    1.   As a  fundamental policy the Fund  must have at least  80% of its total
assets invested in New York tax-exempt securities, except as stated in paragraph
(3) below. New  York tax-exempt securities  consist of obligations  of New  York
State,  its political subdivisions, authorities and corporations, as well as any
debt obligations (certain governmental entities  and territories such as  Puerto
Rico, Guam and the Virgin Islands) that generate interest income which is exempt
from federal, New York State and New York City income taxes. New York tax-exempt
securities   consist  of   Municipal  Bonds  and   Municipal  Notes  ("Municipal
Obligations")  and  Municipal  Commercial   Paper.  Only  New  York   tax-exempt
securities  which satisfy the following standards  may be purchased by the Fund:
(a) Municipal Bonds  which are rated  at the  time of purchase  within the  four
highest  grades by  Moody's Investors  Service, Inc.  ("Moody's") or  Standard &
Poor's Corporation ("S&P"); (b) Municipal Notes of issuers which at the time  of
purchase  are rated  in the  two highest grades  by Moody's  or S&P,  or, if not
rated, have outstanding one or more issues of Municipal Bonds rated as set forth
in clause (a)  of this paragraph;  (c) Municipal Commercial  Paper which at  the
time  of  purchase is  rated  P-1 by  Moody's  or A-1  by  S&P; and  (d) unrated
securities which at the time of purchase are judged by the Investment Manager to
be of comparable quality to the securities described above. For a description of
Moody's and  S&P's ratings,  see the  Appendix to  the Statement  of  Additional
Information.

    2.   In accordance with the current  position of the staff of the Securities
and Exchange Commission, tax-exempt securities which are subject to the  federal
alternative minimum tax for individual shareholders ("AMT") will not be included
in  the 80% total described in paragraph 1 above. (See "Dividends, Distributions
and Taxes," page 18.) As such, the remaining portion of the Fund's total  assets
may be invested in tax-exempt securities subject to the AMT.

    3.   Up to 20% of  the Fund's total assets may  be invested in taxable money
market instruments, non-New York tax-exempt securities, futures and options  and
tax-exempt  securities subject  to the  AMT. However,  the Fund  may temporarily
invest more than 20%  of its total assets  in taxable money market  instruments,
non-New  York  tax-exempt securities  and tax-exempt  securities subject  to the

                                                                               5
<PAGE>
AMT, in order  to maintain a  "defensive" posture  when, in the  opinion of  the
Investment  Manager, it is advisable to do so because of market conditions. Only
those non-New York tax-exempt securities  which satisfy the standards set  forth
in  paragraph (1)  for New  York tax-exempt securities  may be  purchased by the
Fund. The types of taxable money market instruments in which the Fund may invest
are limited to the following short-term fixed income securities (maturing in one
year or less from the  time of purchase): (i)  obligations of the United  States
Government,  its  agencies,  instrumentalities or  authorities;  (ii) commercial
paper rated P-1 or higher by Moody's or A-1 or higher by S&P; (iii) certificates
of deposit  of domestic  banks  with assets  of $1  billion  or more;  and  (iv)
repurchase agreements with respect to portfolio securities.

    Municipal   Obligations  are  debt  obligations  of  a  state,  its  cities,
municipalities and municipal  agencies which generally  have maturities, at  the
time of their issuance, of either one year or more (Bonds) or from six months to
three  years (Notes). Municipal Commercial Paper is a short-term obligation of a
municipality. Any Municipal Obligation which  depends directly or indirectly  on
the credit of the Federal Government, its agencies or instrumentalities shall be
considered  to have a rating of Aaa/AAA. An obligation shall be considered a New
York tax-exempt security only if, in  the opinion of bond counsel, the  interest
payable  thereon is exempt from federal, New York State and New York City income
tax. The Fund may also purchase Municipal Obligations which had originally  been
issued  by  the  same issuer  as  two separate  series  of the  same  issue with
different interest rates, but which are now linked together to form one series.

    The two principal  classifications of Municipal  Obligations and  Commercial
Paper  are "general obligation" and "revenue"  bonds, notes or commercial paper.
General obligation bonds, notes or commercial paper are secured by the  issuer's
pledge  of its faith, credit  and taxing power for  the payment of principal and
interest. Issuers of general obligation bonds, notes or commercial paper include
a state,  its counties,  cities,  towns and  other governmental  units.  Revenue
bonds,  notes or commercial paper  are payable from the  revenues derived from a
particular facility or  class of  facilities or,  in some  cases, from  specific
revenue  sources. Revenue bonds, notes or commercial paper are issued for a wide
variety of purposes, including the financing  of electric, gas, water and  sewer
systems and other public utilities; industrial development and pollution control
facilities;   single  and  multi-family  housing  units;  public  buildings  and
facilities; air and marine ports; transportation facilities such as toll  roads,
bridges and tunnels; and health and educational facilities such as hospitals and
dormitories.  They rely primarily on user fees to pay debt service, although the
principal revenue source is often  supplemented by additional security  features
which  are intended to enhance the creditworthiness of the issuer's obligations.
In some cases, particularly revenue bonds  issued to finance housing and  public
buildings,  a direct or implied "moral obligation" of a governmental unit may be
pledged to the payment of debt service.  In other cases, a special tax or  other
charge may augment user fees.

RISK CONSIDERATIONS

Investments  in  municipal bonds  rated  either Baa  by  Moody's or  BBB  by S&P
(investment grade bonds--the lowest rated  permissible investments by the  Fund)
may  have  speculative  characteristics  and,  therefore,  changes  in  economic
conditions or other circumstances  are more likely to  weaken their capacity  to
make  principal and interest payments than would be the case with investments in
securities with higher credit ratings.

    Included  within  the  revenue  category   of  bonds  described  above   are
participations   in   lease  obligations   or  installment   purchase  contracts
(hereinafter collectively called "lease  obligations") of municipalities.  State
and   local  governments  issue  lease  obligations  to  acquire  equipment  and
facilities.

    Lease obligations  may  have  risks not  normally  associated  with  general
obligation   or  other  revenue  bonds.   Leases  and  installment  purchase  or
conditional sale contracts (which may provide  for title to the leased asset  to
pass  eventually  to the  issuer)  have developed  as  a means  for governmental
issuers to acquire  property and  equipment without the  necessity of  complying
with  the constitutional and statutory requirements generally applicable for the
issuance of debt. Certain lease obligations contain "non-appropriation"  clauses
that  provide  that the  governmental issuer  has no  obligation to  make future
payments under  the lease  or contract  unless money  is appropriated  for  such
purpose  by  the appropriate  legislative body  on an  annual or  other periodic
basis.  Consequently,  continued  lease  payments  on  those  lease  obligations
containing  "non-appropriation"  clauses  are  dependent  on  future legislative
actions. If such  legislative actions  do not occur,  the holders  of the  lease
obligation  may  experience  difficulty in  exercising  their  rights, including
disposition of the property.

    Lease obligations represent a relatively new type of financing that has  not
yet  developed  the depth  of  marketability associated  with  more conventional
municipal obligations, and, as a result,  certain of such lease obligations  may
be  considered illiquid  securities. To determine  whether or not  the Fund will
consider such securities to be illiquid (the  Fund may not invest more than  ten
percent of its net assets in illiquid securities), the Trustees of the Fund have
established  guidelines to be utilized by  the Fund in determining the liquidity
of a lease obligation. The factors to be considered in making the  determination
include: 1) the frequency of trades and quoted prices for the obligation; 2) the
number  of dealers willing  to purchase or  sell the security  and the number of
other potential purchasers; 3) the willingness of dealers to undertake to make a
market in the security; and 4) the nature of the marketplace trades,  including,
the time

6
<PAGE>
needed  to dispose  of the  security, the method  of soliciting  offers, and the
mechanics of the transfer.

    The value of the Fund's portfolio  securities, and therefore the Fund's  net
asset  value  per  share,  may  increase or  decrease  due  to  various factors,
principally changes in prevailing interest rates and the ability of the  issuers
of  the  Fund's  portfolio securities  to  pay  interest and  principal  on such
obligations on a timely basis. Generally a rise in interest rates will result in
a decrease in the  Fund's net asset  value per share, while  a drop in  interest
rates will result in an increase in the Fund's net asset value per share.

VARIABLE  RATE OBLIGATIONS.  The interest rates payable on certain securities in
which the Fund may invest are not fixed and may fluctuate based upon changes  in
market  rates. Obligations of this type  are called "variable rate" obligations.
The interest rate payable  on a variable rate  obligation is adjusted either  at
predesignated  periodic intervals  or whenever there  is a change  in the market
rate of interest on which the interest rate payable is based.

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES AND FORWARD COMMITMENTS.  From  time
to time, in the ordinary course of business, the Fund may purchase securities on
a when-issued or delayed delivery basis, or may purchase or sell securities on a
forward  commitment basis. When  such transactions are  negotiated, the price is
fixed at the time of the commitment,  but delivery and payment can take place  a
month or more after the date of the commitment. 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-issued,  delayed delivery or  forward commitment basis.  An
increase  in the percentage  of the Fund's  assets committed to  the purchase of
securities on a when-issued,  delayed delivery or  forward commitment basis  may
increase the volatility of the Fund's net asset value.

ZERO  COUPON SECURITIES.  A portion  of the fixed-income securities purchased by
the Fund  may be  zero coupon  securities. Such  securities are  purchased at  a
discount from their face amount, giving the purchaser the right to receive their
full  value at maturity. The interest  earned on such securities is, implicitly,
automatically compounded and paid out at  maturity. While such compounding at  a
constant rate eliminates the risk of receiving lower yields upon reinvestment of
interest  if  prevailing interest  rates  decline, the  owner  of a  zero coupon
security will be  unable to participate  in higher yields  upon reinvestment  of
interest  received on  interest-paying securities  if prevailing  interest rates
rise.

    A zero  coupon security  pays no  interest to  its holder  during its  life.
Therefore, to the extent the Fund invests in zero coupon securities, it will not
receive  current cash available  for distribution to  shareholders. In addition,
zero coupon securities are subject  to substantially greater price  fluctuations
during  periods  of  changing  prevailing  interest  rates  than  are comparable
securities which  pay interest  on  a current  basis.  Current federal  tax  law
requires  that a holder  (such as the Fund)  of a zero  coupon security accrue a
portion of the discount at which the security was purchased as income each  year
even  though the  Fund receives  no interest  payments in  cash on  the security
during the year.

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 at a specified price and at
a  fixed time in the future,  usually not more than seven  days from the date of
applicable regulations  and  that  are  at  least  equal  to  the  market  value
determined  daily, of the  loaned securities. As with  any extensions of credit,
there are risks of delay  in recovery and in some  cases even loss of rights  in
the  collateral should the borrower of the securities fail financially. However,
loans of  portfolio  securities  will  only  be made  to  firms  deemed  by  the
Investment  Manager to be creditworthy  and when the income  which can be earned
from such loans justifies the attendant risks.

    The Fund may enter into financial futures contracts, options on such futures
and municipal bond index futures contracts for hedging purposes.

FINANCIAL FUTURES CONTRACTS  AND OPTIONS  ON FUTURES.   The Fund  may invest  in
financial  futures contracts  and related options  thereon. The Fund  may sell a
financial futures contract, or purchase a  put option on such futures  contract,
if the Investment Manager anticipates interest rates to rise, as a hedge against
a  decrease in the value  of the Fund's portfolio  securities. If the Investment
Manager anticipates that interest  rates will decline, the  Fund may purchase  a
financial  futures  contract or  a  call option  thereon  to protect  against an
increase in the  price of  the securities the  Fund intends  to purchase.  These
futures  contracts and  related options  thereon will  be used  only as  a hedge
against anticipated interest rate  changes. A futures  contract sale creates  an
obligation  by the Fund, as  seller, to deliver the  specific type of instrument
called for in the contract at a  specified future time for a specified price.  A
futures  contract purchase would create an obligation by the Fund, as purchaser,
to take delivery  of the specific  type of financial  instrument at a  specified
future  time at a  specified price. The specific  securities delivered or taken,
respectively, at settlement  date, would not  be determined until  or near  that
date. The determination would be in accordance with the rules of the exchange on
which the futures contract sale or purchase was effected.

    Although the terms of financial futures contracts specify actual delivery or
receipt of securities, in most instances the contracts are closed out before the
settlement  date without  the making  or taking  of delivery  of the securities.
Closing out of  a futures contract  is effected by  entering into an  offsetting
purchase or sale transaction.

                                                                               7
<PAGE>
    Unlike  a financial futures contract, which  requires the parties to buy and
sell a security on a set date, an option on such a futures contract entitles its
holder to  decide on  or before  a  future date  whether to  enter into  such  a
contract  (a long position in the case of  a call option and a short position in
the case of a put option). If the holder decides not to enter into the contract,
the premium paid for the option on the contract is lost. Since the value of  the
option  is fixed at  the point of sale,  there are no daily  payments of cash to
reflect the change  in the value  of the underlying  contract as there  is by  a
purchaser  or seller of a futures contract.  The value of the option does change
and is reflected in the net asset value of the Fund.

    A risk in employing financial futures contracts to protect against the price
volatility of portfolio securities is that  the prices of securities subject  to
futures contracts may correlate imperfectly with the behavior of the cash prices
of  the Fund's portfolio  securities. The risk of  imperfect correlation will be
increased by the  fact that financial  futures contracts in  which the Fund  may
invest are on taxable securities rather than on tax-exempt securities, and there
is  no guarantee that  the prices of  taxable securities will  move in a similar
manner to the prices of tax-exempt securities. The correlation may be  distorted
by  the fact that the futures market  is dominated by short-term traders seeking
to profit from the difference between a contract or security price objective and
their cost of  borrowed funds. Such  distortions are generally  minor and  would
diminish as the contract approached maturity.

    Another  risk  is  that  the  Fund's  manager  could  be  incorrect  in  his
expectations as to the direction or extent of various interest rate movements or
the time span within which  the movements take place.  For example, if the  Fund
sold  financial futures contracts for the  sale of securities in anticipation of
an increase  in interest  rates,  and then  interest  rates went  down  instead,
causing bond prices to rise, the Fund would lose money on the sale.

    In  addition to the  risks that apply  to all options  transactions (see the
Statement of Additional Information for a description of the characteristics of,
and the risks of  investing in, options on  debt securities), there are  several
special  risks relating  to options  on futures;  in particular,  the ability to
establish and  close  out positions  on  such options  will  be subject  to  the
development and maintenance of a liquid secondary market. It is not certain that
this market will develop or be maintained.

MUNICIPAL BOND INDEX FUTURES.  The Fund may utilize municipal bond index futures
contracts  for  hedging  purposes.  The  Fund's  strategies  in  employing  such
contracts will be  similar to  that discussed  above with  respect to  financial
futures and options thereon. A municipal bond index is a method of reflecting in
a  single  number the  market value  of  many different  municipal bonds  and is
designed to be representative of the municipal bond market generally. The  index
fluctuates  in response to  changes in the  market values of  the bonds included
within the index. Unlike futures contracts on particular financial  instruments,
transactions  in futures on a  municipal bond index will  be settled in cash, if
held until the close of trading in the contract. However, like any other futures
contract, a position in the contract may be closed out by purchase or sale of an
offsetting contract  for the  same delivery  month prior  to expiration  of  the
contract.

    The  Fund may not enter into futures contracts or related options thereon if
immediately thereafter the amount committed to  margin plus the amount paid  for
option premiums exceeds 5% of the value of the Fund's total assets. The Fund may
not  purchase  or  sell  futures contracts  or  related  options  if immediately
thereafter more than one-third of its net assets would be hedged.

RISK CONSIDERATIONS RELATING TO NEW YORK TAX-EXEMPT SECURITIES

Since the Fund concentrates its  investments in New York tax-exempt  securities,
the  Fund  is affected  by any  political,  economic or  regulatory developments
affecting the ability of  New York tax-exempt issuers  to pay interest or  repay
principal. Investors should be aware that certain issuers of New York tax-exempt
securities  have experienced serious  financial difficulties in  recent years. A
reoccurrence of these difficulties  may impair the ability  of certain New  York
issuers to maintain debt service on their obligations.

    The  fiscal stability  of New  York State  (the "State")  is related  to the
fiscal stability of  the State's  municipalities, its  Agencies and  Authorities
(which generally finance, construct and operate revenue-producing public benefit
facilities).  This is  due in  part to the  fact that  Agencies, Authorities and
local governments in  financial trouble often  seek State financial  assistance.
The  experience  has been  that if  New York  City  (the "City")  or any  of the
Agencies or Authorities suffers serious  financial difficulty, both the  ability
of the State, the City, the State's political subdivisions, the Agencies and the
Authorities  to obtain  financing in  the public  credit markets  and the market
price of outstanding New York tax-exempt securities are adversely affected.

    Over the long term, the State and City face potential economic problems. The
City accounts for a large portion of the State's population and personal income,
and the City's financial  health affects the State  in numerous ways. The  State
has  historically been one of the wealthiest  states in the nation. For decades,
however, the State has grown more slowly  than the nation as a whole,  gradually
eroding   its  relative   economic  position.  Statewide,   urban  centers  have
experienced significant changes involving migration of the more affluent to  the
suburbs  and an  influx of  generally less  affluent residents.  Regionally, the
older Northeast cities have  suffered because of the  relative success that  the
South and the West have had in attracting people and business. The City has also
had  to face greater competition as  other major cities have developed financial
and business capabili-

8
<PAGE>
ties which make them  less dependent on  the specialized services  traditionally
available almost exclusively in the City.

    The  State has the second highest combined state and local tax burden in the
United States. The burden of State  and local taxation, in combination with  the
many  other causes of regional economic dislocation, may have contributed to the
decisions of some businesses and individuals to relocate outside, or not  locate
within,  the  State.  To  stimulate economic  growth,  the  State  has developed
programs, including the  provision of direct  financial assistance, designed  to
assist  businesses to expand existing operations located within the State and to
attract new businesses to the State. In addition, the State has provided various
tax incentives to  encourage business relocation  and expansion. These  programs
include  direct  tax abatements  from local  property  taxes for  new facilities
(subject to  locality approval)  and  investment tax  credits that  are  applied
against the State corporation franchise tax.

    On  January 13, 1992, Standard  & Poor's reduced its  ratings on the State's
general obligation bonds from A to A-  and, in addition, reduced its ratings  on
the  State's  moral  obligation,  lease  purchase,  guaranteed  and  contractual
obligation debt. Standard &  Poor's also continued  its negative rating  outlook
assessment  on  State general  obligation debt.  On April  26, 1993,  Standard &
Poor's revised the rating  outlook assessment to stable.  On February 14,  1994,
Standard  &  Poor's  raised its  outlook  to  positive and,  on  July  13, 1995,
confirmed its A-  rating. On  January 6, 1992,  Moody's reduced  its ratings  on
outstanding  limited-liability State lease  purchase and contractual obligations
from A to Baa1. On July 3, 1995, Moody's reconfirmed its A rating on the State's
general obligation long-term indebtedness.

    For a  more  detailed discussion  of  the risks  of  investing in  New  York
tax-exempt securities, see the Statement of Additional Information.

    The  summary information furnished above and  in the Statement of Additional
Information is based on official statements  prepared by the State and the  City
in  connection with their  borrowings and contains such  information as the Fund
deems relevant in considering an investment in the Fund. It does not purport  to
be  a complete description of the considerations contained therein. The official
statements relied on are dated  January 24, 1996 with  respect to the State  and
December  21, 1995  with respect  to the  City, and  the information  therein is
subject to change after such dates.

PORTFOLIO MANAGEMENT

The Fund is  managed by  the Investment  Manager with  a view  to achieving  its
investment  objective. In determining which securities  to purchase for the Fund
or hold in the Fund's portfolio, the Investment Manager will rely on information
from various sources, including research, analysis and appraisals of brokers and
dealers, including Dean Witter Reynolds Inc. ("DWR"), a broker-dealer  affiliate
of InterCapital; the views of Trustees of the Fund and others regarding economic
developments and interest rate trends; and the Investment Manager's own analysis
of  factors  it  deems  relevant.  The  Fund  is  managed  within InterCapital's
Tax-Exempt  Group,  which  manages  40  tax-exempt  municipal  funds  and   fund
portfolios,  with approximately $11.0 billion in assets as of December 31, 1995.
James F.  Willison,  Senior  Vice  President  of  InterCapital  and  Manager  of
InterCapital's  Municipal  Fixed Income  Group, has  been the  primary portfolio
manager of the  Fund since its  inception and  has been a  portfolio manager  at
InterCapital for over five years.

    Securities  are purchased and sold principally in response to the Investment
Manager's current evaluation of an issuer's ability to meet its debt obligations
in the future, and the Investment Manager's current assessment of future changes
in the levels of interest rates on tax-exempt securities of varying  maturities,
qualities  and purpose. 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  taxable  money  market
instruments with DWR. In addition, the  Fund may incur brokerage commissions  on
transactions conducted through DWR.

    Except as specified, the investment policies noted above are not fundamental
policies and may be changed without shareholder approval.

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. With respect to 75% of  its total assets, purchase securities of  any
    issuer  if immediately  thereafter more than  5% of the  Fund's total assets
    would be  invested in  securities  of such  issuer (other  than  obligations
    issued  or  guaranteed  by the  United  States Government,  its  agencies or
    instrumentalities  or  by   the  State   of  New  York   or  its   political
    subdivisions).

                                                                               9
<PAGE>
        2.  Purchase more than 10% of all outstanding taxable debt securities of
    any one issuer (other than obligations issued, or guaranteed as to principal
    and  interest,   by  the   United  States   Government,  its   agencies   or
    instrumentalities).

        3.  Invest more than 25% of the  value of its total assets in securities
    of issuers  in  any  one  industry.  This  restriction  does  not  apply  to
    obligations  issued  or  guaranteed  by the  United  States  Government, its
    agencies or instrumentalities,  or issued by  the State of  New York or  its
    political  subdivisions (industrial development  and pollution control bonds
    are grouped into industries based upon the business in which the issuers  of
    such obligations are engaged).

    If a percentage restriction is adhered to at the time of investment, a later
increase  or  decrease  in  percentage  resulting from  a  change  in  values of
portfolio securities or amount of total or  net assets will not be considered  a
violation of any of the foregoing restrictions.

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

The  Fund offers its shares for sale to the public on a continuous basis. Shares
of  the   Fund  are   distributed  by   Dean  Witter   Distributors  Inc.   (the
"Distributor"),   an  affiliate  of  the   Investment  Manager,  pursuant  to  a
Distribution Agreement between the Fund and  the Distributor and are 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 New York Tax-Free Income
Fund, directly to Dean Witter Trust Company ("Transfer Agent") at P.O. Box 1040,
Jersey City,  New  Jersey 07303  or  by contacting  a  DWR or  another  Selected
Broker-Dealer  account executive.  The minimum initial  purchase in  the case of
investments through EasyInvest-SM-, an automatic purchase plan (see "Shareholder
Services"), is $100, provided  that the schedule  of automatic investments  will
result  in investments totalling at least $1,000 within the first twelve months.
Certificates for shares purchased will not be issued unless a request is made by
the shareholder in writing  to the Transfer Agent.  Shares are sold through  the
Distributor  or  a  Selected  Broker-Dealer  on  a  normal  three  business  day
settlement basis;  that is,  payment generally  is due  on or  before the  third
business day (settlement date) after the order is placed with the Distributor or
a  Selected Broker-Dealer. Shares of the  Fund purchased through the Distributor
or a Selected  Broker-Dealer are  entitled to  dividends beginning  on the  next
business   day  following  settlement   date.  Since  DWR   and  other  Selected
Broker-Dealers forward investors'  funds on settlement  date, they will  benefit
from  the temporary use of the funds  when payment is made prior thereto. Shares
purchased through the Transfer Agent are entitled to dividends beginning on  the
next  business day following receipt of an  order. As noted above, orders placed
directly with the Transfer Agent must be accompanied by payment. Investors  will
be entitled to receive 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 offering  price will be  the net asset  value per share  next
determined following receipt of an order (see "Determination of Net Asset Value"
below).  While no sales  charge is imposed  at the time  shares are purchased, a
contingent deferred sales charge may be  imposed at the time of redemption  (see
"Redemptions  and  Repurchases"). Sales  personnel  are compensated  for selling
shares of the Fund at the time of their sale by the Distributor and/or  Selected
Broker-Dealer.  In addition, some sales  personnel of the Selected Broker-Dealer
will receive various types of non-cash compensation as special sales incentives,
including trips, educational and/or business seminars and merchandise. The  Fund
and the Distributor reserve the right to reject any purchase orders.
ANALOGOUS  DEAN WITTER FUNDS.  The  Distributor and the Investment Manager serve
in the same capacities  for Dean Witter  Multi-State Municipal Series  Trust-New
York  Series,  an open-end  investment  company with  investment  objectives and
policies similiar to those of the Fund. Unlike the Fund, however, shares of Dean
Witter Multi-State Municipal  Series Trust-New  York Series are  offered to  the
public  with  a sales  charge imposed  at the  time of  purchase, rather  than a
contigent deferred sales charge  assessed upon redemptions  within six years  of
purchase.  These two Dean  Witter Funds have differing  fees and expenses, which
will affect performance. Investors  who would like to  receive a prospectus  for
Dean  Witter Multi-State Municipal Series Trust-New  York Series should call the
telephone numbers listed  on the  front cover of  this Prospectus,  or may  call
their account executive for additional information.

PLAN OF DISTRIBUTION

The  Fund has adopted a Plan of Distribution,  pursuant to Rule 12b-1 of the Act
(the "Plan"), under which the Fund pays the Distributor a fee, which is  accrued
daily  and payable monthly, at an annual rate of 0.75% of the lesser of: (a) the
average daily aggregate gross sales of the Fund's shares since the inception  of
the   Fund  (not   including  reinvestments   of  dividends   or  capital  gains
distributions), less the average daily aggregate  net asset value of the  Fund's
shares  redeemed since  the Fund's  inception upon  which a  contingent deferred
sales charge has been  imposed or waived,  or (b) the  Fund's average daily  net
assets.  Of the amount accrued under the Plan, 0.20% of the Fund's average daily
net assets is characterized as a service fee within

10
<PAGE>
the meaning  of the  NASD guidelines.  The service  fee is  a payment  made  for
personal  service and/or the maintenance of  shareholder accounts. The 12b-1 fee
is treated by the  Fund as an expense  in the year it  is accrued. Amounts  paid
under  the Plan are  paid to the  Distributor to compensate  it for the services
provided  and  the  expenses  borne  by  the  Distributor  and  others  in   the
distribution  of the  Fund's shares,  including the  payment of  commissions for
sales of the Fund's shares and incentive compensation to and expenses of DWR and
its affiliates and  other Selected Broker-Dealers  account executives and  other
employees  who  engage  in or  support  distribution  of shares  or  who service
shareholder accounts, including  overhead and telephone  expenses; printing  and
distribution of prospectuses and reports used in connection with the offering of
the  Fund's shares to other than current shareholders; and preparation, printing
and distribution of sales literature  and advertising materials. For the  fiscal
year ended December 31, 1995, the Fund accrued payments under the Plan amounting
to  $1,607,828, which amount is  equal to 0.75% of  the Fund's average daily net
assets for the fiscal year. The payments accrued under the Plan were  calculated
pursuant to clause (b) of the compensation formula under the Plan.

    At any given time, the expenses of distributing shares of the Fund may be in
excess  of the total of (i)  the payments made by the  Fund pursuant to the Plan
and (ii) the  proceeds of contingent  deferred sales charges  paid by  investors
upon redemption of shares (see "Redemptions and Repurchases--Contingent Deferred
Sales Charge"). For example, if $1 million in expenses in distributing shares of
the  Fund had been incurred  and $750,000 had been  received as described in (i)
and (ii) above, the excess expense would amount to $250,000. The Distributor has
advised the  Fund  that  such  excess  amount,  including  the  carrying  charge
described  above, totalled $3,424,481  at December 31, 1995,  which was equal to
1.58% of the Fund's net assets on such date.

    Because there  is no  requirement under  the Plan  that the  Distributor  be
reimbursed  for all its expenses  or any requirement that  the Plan be continued
from year to year,  this excess amount  does not constitute  a liability of  the
Fund.  Although  there is  no  legal obligation  for  the Fund  to  pay expenses
incurred in excess of payments made under  the Plan, if for any reason the  Plan
is  terminated the Trustees  will consider at  that time the  manner in which to
treat such expenses.  Any cumulative  expenses incurred, but  not yet  recovered
through  distribution fees or contingent deferred  sales charges, may or may not
be recovered  through  future distribution  fees  or contingent  deferred  sales
charges.

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 (or, on  days
when  the New York Stock Exchange closes prior to 4 p.m., at such earlier time),
by taking the  value of  all assets of  the Fund,  subtracting 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.

    Certain  of the Fund's portfolio securities may be valued for the Fund by an
outside independent pricing service approved by the Fund's Trustees. The service
utilizes a computerized grid matrix of tax-exempt securities and evaluations  by
its  staff  in determining  what it  believes is  the fair  value of  the Fund's
portfolio securities.  The  Board  believes  that  timely  and  reliable  market
quotations  are  generally not  readily available  to the  Fund for  purposes of
valuing tax-exempt securities and  that the valuations  supplied by the  pricing
service are more likely to approximate the fair value of such securities.

    Short-term  taxable debt securities with  remaining maturities of sixty days
or less to maturity at time of purchase are valued at amortized cost, unless the
Board determines such does  not reflect the securities'  market value, in  which
case these securities will be valued at their fair market value as determined by
the  Board of  Trustees. The value  of other  assets will be  determined in good
faith under procedures established by and under the supervision of the Trustees.

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, (or, if specified by the shareholder, any other open-end investment
company  for which InterCapital serves as investment manager (collectively, with
the Fund, the  "Dean Witter Funds")),  unless the shareholder  requests they  be
paid  in  cash.  Shares so  acquired  are not  subject  to the  imposition  of a
contingent deferred sales  charge upon  their redemption  (see "Redemptions  and
Repurchases").

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 Transfer Agent for investment in shares of the Fund (see
"Purchase   of  Fund   Shares"  and   "Redemptions  and  Repurchase--Involuntary
Redemption").

INVESTMENT OF DIVIDENDS AND DISTRIBUTIONS RECEIVED IN CASH.  Any shareholder who
receives a cash payment
rep-

                                                                              11
<PAGE>
resenting a dividend or capital gains  distribution may invest such dividend  or
distribution  at the net asset value per  share next determined after receipt by
the Transfer Agent, by returning the check or the proceeds to the Transfer Agent
within thirty days after the payment date. Shares so acquired are not subject to
the imposition of a contingent deferred sales charge upon their redemption  (see
"Redemptions and Repurchases.")

SYSTEMATIC  WITHDRAWAL  PLAN.   A  systematic withdrawal  plan  (the "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 net asset value.
The Withdrawal Plan provides  for monthly or  quarterly (March, June,  September
and  December) checks in  any dollar amount, not  less than $25  or in any whole
percentage of  the  account balances  on  an annualized  basis.  Any  applicable
contingent  deferred sales charge  will be imposed on  shares redeemed under the
Withdrawal Plan  (See "Redemptions  and Repurchases--Contingent  Deferred  Sales
Charge").  Therefore, any shareholder participating  in the Withdrawal Plan will
have sufficient shares  redeemed from his  or her account  so that the  proceeds
(net of any applicable contingent deferred sales charge) to the shareholder will
be the designated monthly or quarterly dollar amount.

    Shareholders  should  contact their  DWR  or Selected  Broker-Dealer Account
Executive or the Transfer Agent for  further information about any of the  above
services.

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 contingent deferred sales charge ("CDSC  funds"), and for shares of Dean
Witter Short-Term U.S. Treasury Trust, Dean Witter Limited Term Municipal Trust,
Dean Witter Short-Term Bond Fund, Dean Witter Balanced Growth Fund, Dean  Witter
Balanced  Income Fund, Dean Witter Intermediate Term U.S. Treasury Trust and for
five Dean  Witter Funds  which  are money  market  funds (the  foregoing  eleven
non-CDSC  or FESC funds are hereinafter collectively referred to in this section
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 waiting period for exchanges of shares acquired  by
exchange or dividend reinvestment.

    An  exchange to another CDSC  fund or any Exchange Fund  that is not a money
market 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
money market funds and any of the CDSC funds can be effected on the same  basis.
No  contingent deferred  sales charge  ("CDSC") is  imposed at  the time  of any
exchange, although any applicable CDSC will be imposed upon ultimate redemption.
Shares of the Fund acquired in exchange for shares of another CDSC fund having a
different CDSC schedule  than that  of this  Fund will  be subject  to the  CDSC
schedule  of this  Fund, even if  such shares are  subsequently re-exchanged for
shares of the  CDSC fund  originally purchased. During  the period  of time  the
shareholder  remains in the Exchange Funds (calculated  from the last day of the
month in which the shares were acquired), the holding period (for the purpose of
determining the rate of  the CDSC) is frozen.  If those shares are  subsequently
reexchanged for shares of a CDSC fund, the holding period previously frozen when
the first exchange was made resumes on the last day of the month in which shares
of  the  CDSC  fund  are reacquired.  Thus,  the  CDSC is  based  upon  the time
(calculated as described above) the shareholder was invested in a CDSC fund (see
"Redemptions and Repurchases--Contingent  Deferred Sales  Charge"). However,  in
the  case of shares  of the Fund exchanged  into the Exchange  Funds on or after
April 23,  1990, upon  a redemption  of shares  which results  in a  CDSC  being
imposed,  a credit (not  to exceed the amount  of the CDSC) will  be given in an
amount equal to the Exchange Funds 12b-1 distribution fees incurred on or  after
that  date  which  are  attributable to  those  shares.  (Exchange  Funds' 12b-1
distribution fees are described in the prospectus for those funds).

    In addition, shares of the  Fund may be acquired  in exchange for shares  of
Dean  Witter Funds sold with a front-end sales charge ("FESC funds"), but shares
of the Fund, however acquired,  may not be exchanged  for shares of FESC  funds.
Shares  of a CDSC  fund acquired in  exchange for shares  of a FESC  Fund (or in
exchange for shares of other Dean Witter  Funds for which shares of a FESC  fund
have been exchanged) are not subject to any CDSC 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
share-

12
<PAGE>
holder  not  later  than  ten  days  following  such  shareholder's  most recent
exchange.

    Also, 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. 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 their margin account.

    The current prospectus for each  fund describes its investment  objective(s)
and  policies, and shareholders  should obtain one and  read it carefully before
investing. Exchanges are subject to  the minimum investment requirement and  any
other  conditions imposed by each fund. An  exchange will be treated for federal
income tax purposes the same  as a repurchase or  redemption of shares on  which
the  shareholder has realized  a capital gain  or loss. However,  the ability to
deduct capital losses on an exchange may be limited in situations where there is
an exchange of  shares within ninety  days after the  shares are purchased.  The
Exchange  Privilege is only available in states where an exchange may legally be
made.

    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  DWR or  other  Selected  Broker-Dealer account
executive  (no  Exchange  Privilege  Authorization  Form  is  required).   Other
shareholders  (and those shareholders who are clients of DWR or another Selected
Broker-Dealer but who wish to make exchanges directly by writing or  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) 869-NEWS
(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 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 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  case
with the Dean Witter Funds in the past.

    Additional information concerning the Exchange Privilege is available from a
DWR or other Selected Dealer account executive or the Transfer Agent.

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

REDEMPTION.   Shares of the Fund can be redeemed for cash at any time at the net
asset value per share next determined; however, such redemption proceeds may  be
reduced  by the amount of any  applicable contingent deferred sales charges (see
below).  If  shares  are  held  in  a  shareholder's  account  without  a  share
certificate,  a written request  for redemption to the  Fund's Transfer Agent at
P.O. Box 983, Jersey City, NJ 07303 is required. If certificates are held by the
shareholder(s), the shares  may be redeemed  by surrendering the  certificate(s)
with  a written  request of  redemption, along  with any  additional information
required by the Transfer Agent.

CONTINGENT DEFERRED SALES CHARGE.   Shares of  the Fund which  are held for  six
years or more after purchase (calculated from the last day of the month in which
the  shares were purchased) will  not be subject to  any charge upon redemption.
Shares redeemed sooner than six years after purchase may, however, be subject to
a charge upon  redemption. This charge  is called a  "contingent deferred  sales
charge"  ("CDSC"), which  will be  a percentage of  the dollar  amount of shares
redeemed and will be assessed  on an amount equal to  the lesser of the  current
market  value  or  the cost  of  the shares  being  redeemed. The  size  of this
percentage will depend upon how long the shares have been held, and is set forth
in the table below:

<TABLE>
<CAPTION>
                                             CONTINGENT DEFERRED
               YEAR SINCE                       SALES CHARGE
                PURCHASE                     ON A PERCENTAGE OF
              PAYMENT MADE                     AMOUNT REDEEMED
- -----------------------------------------  -----------------------
<S>                                        <C>
First....................................               5.0%
Second...................................               4.0
Third....................................               3.0%
Fourth...................................               2.0%
Fifth....................................               2.0%
Sixth....................................               1.0%
Seventh and thereafter...................           None
</TABLE>

    A CDSC will not be imposed on:  (i) any amount which represents an  increase
in value of shares purchased within the six years preceding the redemption; (ii)
the current net

                                                                              13
<PAGE>
asset value of shares purchased more than six years prior to the redemption; and
(iii)  the current net  asset value of shares  purchased through reinvestment of
dividends or distributions and/or shares acquired in exchange for shares of Dean
Witter Funds sold with a  front-end sales charge or  of other Dean Witter  Funds
acquired in exchange for such shares. Moreover, in determining whether a CDSC is
applicable  it will be  assumed that amounts  described in (i),  (ii), and (iii)
above (in that order) are redeemed first.

    In addition, the CDSC, if otherwise  applicable, will be waived in the  case
of:

    (1)  redemptions of shares  held at the  time a shareholder  dies or becomes
disabled, only  if the  shares are:  (A) registered  either in  the name  of  an
individual  shareholder (not a trust),  or in the names  of such shareholder and
his or her spouse as joint tenants with right of survivorship; or  (B) held in a
qualified corporate  or  self-employed retirement  plan,  Individual  Retirement
Account  ("IRA") or  Custodial Account under  Section 403(b)(7)  of the Internal
Revenue Code  ("403(b) Custodial  Account"), provided  in either  case that  the
redemption is requested within one year of the death or initial determination of
disability;

    (2)   redemptions  in   connection  with   the  following   retirement  plan
distributions: (A) lump-sum or other distributions from a qualified corporate or
self-employed retirement plan following  retirement (or, in the  case of a  "key
employee"  of  a "top  heavy" plan,  following  attainment of  age 59  1/2); (B)
distributions from an IRA  or 403(b) Custodial  Account following attainment  of
age 59 1/2; or  (C) a tax-free return of an excess contribution to an IRA; and

    (3)  all redemptions of  shares held for  the benefit of  a participant in a
corporate or self-employed retirement plan qualified under Section 401(k) of the
Internal  Revenue  Code  which  offers  investment  companies  managed  by   the
Investment  Manager or  its subsidiary,  Dean Witter  Services Company  Inc., as
self-directed investment alternatives and for  which Dean Witter Trust  Company,
an  affiliate  of  the Investment  Manager,  serves as  recordkeeper  or Trustee
("Eligible 401(k) Plan"), provided that either: (A) the plan continues to be  an
Eligible  401(k)  Plan  after the  redemption;  or   (B)  the  redemption  is in
connection with the complete termination of the plan involving the  distribution
of all plan assets to participants.

    With  reference to (1) above, for the purpose of determining disability, the
Distributor utilizes the definition of disability contained in Section  72(m)(7)
of  the  Internal Revenue  Code, which  relates  to the  inability to  engage in
gainful employment. With reference  to (2) above,  the term "distribution"  does
not  encompass a direct transfer of  IRA, 403(b) Custodial Account or retirement
plan assets to  a successor custodian  or trustee. All  waivers will be  granted
only  following receipt by the Distributor  of confirmation of the shareholder's
entitlement.

REPURCHASE.  DWR or other  Selected Broker-Dealers are authorized to  repurchase
shares,  represented by a share  certificate which is delivered  to any of their
offices. Shares held in a shareholder's account without a share certificate  may
also  be repurchased by DWR or other Selected Broker-Dealers upon the telephonic
request of the  shareholder. The repurchase  price is the  net asset value  next
computed (see "Purchase of Fund Shares") after such repurchase order is received
by DWR or other Selected Broker-Dealers are, reduced by any applicable CDSC.

    The CDSC, if any, will be the only fee imposed upon repurchase by either the
Fund,  the Distributor or DWR. The offer by DWR or other Selected Broker-Dealers
to repurchase shares may  be suspended without  notice by them  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 under unusual
circumstances,  e.g., 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 receipt of the check by the Transfer Agent).
Shareholders  maintaining   margin  accounts   with   DWR  or   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  thirty  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 the net asset value next determined after a  reinstatement
request,  together  with the  proceeds, is  received by  the Transfer  Agent and
receive a pro-rata credit for any  CDSC paid in connection with such  redemption
or repurchase.

INVOLUNTARY  REDEMPTION.  The Fund  reserves the right to  redeem, on sixty days
notice and at net asset value, the shares of any shareholder (other than  shares
held  in an  Individual Retirement  Account or  Custodial Account  under Section
403(b)(7) of the Internal Revenue Code) 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 Trustees  or, in the  case of an  account opened  through
EasyInvest, if after twelve months the shareholder has invested less than $1,000
in  the  account.  However,  before  the  Fund  redeems  such  shares  and sends

14
<PAGE>
the proceeds to the shareholder, it  will notify the shareholder that the  value
of the shares is less than the applicable amount and allow him or her sixty days
to  make an additional investment in an  amount which will increase the value of
his or  her  account to  at  least the  applicable  amount or  more  before  the
redemption is processed. No CDSC will be imposed on any involuntary redemption.

DIVIDENDS, DISTRIBUTIONS AND TAXES
- --------------------------------------------------------------------------------

DIVIDENDS  AND DISTRIBUTIONS.   The Fund declares  dividends from net investment
income on  each day  the  New York  Stock Exchange  is  open for  business  (see
"Purchase of Fund Shares"). Such dividends are payable monthly. The Fund intends
to distribute substantially all of the Fund's net investment income on an annual
basis.

    The  Fund will distribute at least once each year all net short-term capital
gains, if there are any. The  Fund may, however, determine either to  distribute
or  to retain all  or part of  any net 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  share  certificate  unless  the
shareholder  requests in  writing that they  be paid in  cash. (See "Shareholder
Services--Automatic Investment of Dividends and Distributions".) Taxable capital
gains may be generated by transactions in options and futures contracts  engaged
in  by the Fund. Any dividends or  distributions declared in the last quarter of
any calendar  year  which are  paid  in the  following  calendar year  prior  to
February  1, will  be deemed  received by  shareholders of  record in  the prior
calendar year.

TAXES.  Because the  Fund currently intends to  distribute substantially all  of
its  net  investment income  and capital  gains to  shareholders and  intends to
otherwise comply with all the provisions of Subchapter M of the Internal Revenue
Code (the  "Code") to  qualify as  a  regulated investment  company, it  is  not
expected that the Fund will be required to pay any federal income tax.

    The  Fund intends to continue to  qualify to pay "exempt-interest dividends"
to its shareholders  by maintaining,  as of  the close  of each  quarter of  its
taxable  year,  at least  50% of  the value  of its  total assets  in tax-exempt
securities. If  the  Fund satisfies  such  requirement, distributions  from  net
investment  income  to  shareholders, whether  taken  in cash  or  reinvested in
additional shares, will be excludable from  gross income for federal income  tax
purposes  to  the extent  net investment  income is  represented by  interest on
tax-exempt securities.

    Individual shareholders  who  are New  York  residents will  not  incur  any
federal,  New  York  State  or  New  York  City  income  tax  on  the  amount of
exempt-interest dividends  received by  them from  the Fund  which represents  a
distribution of income from New York tax-exempt securities whether taken in cash
or  reinvested  in additional  shares.  Exempt-interest dividends  are included,
however, in determining  what portion,  if any,  of a  person's Social  Security
benefits  are subject to federal income tax.  Within sixty days after the end of
its taxable year, the Fund will mail to shareholders a statement indicating  the
percentage of the dividend distributions for such taxable year which constitutes
exempt-interest dividends and the percentage, if any, that is taxable.

    The  Code  may subject  interest  received on  certain  otherwise tax-exempt
securities to an alternative  minimum tax. This alternative  minimum tax may  be
incurred due to interest received on "private activity bonds" (in general, bonds
that  benefit  non-government  entities)  issued  after  August  7,  1986 which,
although tax-exempt, are used for purposes other than those generally  performed
by  governmental units  (e.g., bonds used  for commercial  or housing purposes).
Income received on such  bonds is classified as  a "tax preference item",  under
the  alternative minimum  tax, for  both individual  and corporate  investors. A
portion of the Fund's investments may be made in such "private activity  bonds,"
with the result that a portion of the exempt-interest dividends paid by the Fund
will  be an item  of tax preference  to shareholders subject  to the alternative
minimum tax.  In  addition,  certain  corporations  which  are  subject  to  the
alternative  minimum  tax  may  have to  include  a  portion  of exempt-interest
dividends in calculating their alternative minimum taxable income in  situations
where the "adjusted current earnings" of the corporation exceeds its alternative
minimum taxable income.

    Under the Revenue Reconciliation Act of 1993, all or a portion of the Fund's
gain from the sale or redemption of tax-exempt obligations purchased at a market
discount  after April 30,  1993 will be  treated as ordinary  income rather than
capital gain. This  rule may increase  the amount of  ordinary income  dividends
received by shareholders.

    Shareholders will normally be subject to federal, New York State or New York
City  income tax  on dividends  paid from  interest income  derived from taxable
securities and on distributions of net  capital gains. For federal and New  York
State  or  New York  City income  tax purposes,  distributions of  net long-term
capital gains, if any, are taxable  to shareholders as long-term capital  gains,
regardless  of how long the shareholder has  held the Fund shares and regardless
of whether  the  distribution is  received  in  additional shares  or  in  cash.
Distributions    from   investment   income   and   capital   gains,   including
exempt-interest dividends,  may  be  subject  to New  York  franchise  taxes  if
received  by a corporation doing business in  New York, to state taxes in states
other than New York and to local taxes.  To avoid being subject to a 31%  backup
withholding  tax on  taxable dividends and  capital gains  distributions and the
proceeds of redemptions and

                                                                              15
<PAGE>
repurchases, shareholders' taxpayer identification numbers must be furnished and
certified as to accuracy.

    Any loss on the sale  or exchange of shares of  the Fund which are held  for
six  months  or  less  is  disallowed  to  the  extent  of  the  amount  of  any
exempt-interest dividend paid with respect to such shares. Treasury  Regulations
may  provide for a reduction in such  required holding periods. If a shareholder
receives a distribution that is taxed as a long-term capital gain on shares held
for six moths or less and sells those shares at a loss, the loss will be treated
as a long-term capital loss.

    Interest on  indebtedness incurred  by shareholders  or related  parties  to
purchase  or  carry  shares  of  an  investment  company  paying exempt-interest
dividends, such as the Fund, will not be deductible by the investor for  federal
or state or city personal income tax purposes.

    The  foregoing relates to federal income taxation  and to New York State and
New York City  personal income  taxation as  in effect as  of the  date of  this
prospectus.   Shareholders  should  consult   their  tax  advisors   as  to  the
applicability of the above to their own tax situation.

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 net asset value per share
at  the  end  of  the  period), all  in  accordance  with  applicable regulatory
requirements. Such amount is compounded for six months and then annualized for a
twelve-month period to  derive the  Fund's yield. The  Fund may  also quote  its
tax-equivalent  yield,  which is  calculated  by determining  the  pre-tax yield
which, after being  taxed at a  stated rate,  would be equivalent  to the  yield
determined as described above.

    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 a  period 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 which would be  incurred by redeeming  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
deduction  of the  contingent deferred sales  charge which,  if reflected, would
reduce the  performance  quoted. The  Fund  may  also advertise  the  growth  of
hypothetical investments of $10,000, $50,000 and $100,000 in shares of the Fund.
The  Fund  from time  to time  may  also advertise  its performance  relative to
certain performance rankings and  indexes compiled by independent  organizations
(such as mutual fund performance rankings of Lipper Analytical Services, Inc.).

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

VOTING  RIGHTS.  All shares of beneficial interest  of the Fund are of $0.01 par
value and are equal as to earnings, assets and voting privileges.

    The Fund is not required to hold Annual Meetings of Shareholders and,  under
ordinary  circumstances, the  Fund does  not intend  to hold  such meetings. The
Trustees may call  Special Meetings  of Shareholders for  action by  shareholder
vote  as may be required  by the Act or the  Declaration of Trust. Under certain
circumstances the Trustees may be  removed by action of  the Trustees or by  the
Shareholders.

    Under Massachusetts law, shareholders of a business trust may, under certain
circumstances,  be held personally liable as partners for the obligations of the
Fund. However,  the  Declaration of  Trust  contains an  express  disclaimer  of
shareholder  liability for acts  or obligations of the  Fund, requires that Fund
obligations  include  such  disclaimer  and  provides  for  indemnification  and
reimbursement  of expenses out  of the Fund's property  for any shareholder held
personally liable  for  the  obligations  of  the Fund.  Thus,  the  risk  of  a
shareholder  incurring  financial loss  on account  of shareholder  liability is
limited to circumstances in which  the Fund itself would  be unable to meet  its
obligations.  Given the above limitations  on shareholder personal liability and
the nature of the  Fund's assets and operations,  the possibility of the  Fund's
being  unable  to  meet  its  obligations  is  remote  and,  in  the  opinion of
Massachusetts counsel to  the Fund, the  risk to Fund  shareholders of  personal
liability is remote.

CODE  OF ETHICS.  Directors, officers and employees of InterCapital, Dean Witter
Services Company Inc. and the Distributor are subject to a strict Code of Ethics
adopted by those companies. The  Code of Ethics is  intended to ensure that  the
interests  of shareholders  and other clients  are placed ahead  of any personal
interest, that no undue personal benefit is obtained from a person's  employment
activ-

16
<PAGE>
ities  and  that actual  and  potential conflicts  of  interest are  avoided. To
achieve these goals and comply with regulatory requirements, the Code of  Ethics
requires, among other things, that personal securities transactions by employees
of  the companies be subject to an  advance clearance process to monitor that no
Dean Witter Fund is engaged at the same  time in a purchase or sale of the  same
security.  The Code  of Ethics  bans the  purchase of  securities in  an initial
public offering and prohibits engaging  in futures and options transactions  and
profiting on short-term trading (that is, a purchase within sixty days of a sale
or  a  sale  within  sixty days  of  a  purchase) of  a  security.  In addition,
investment personnel may  not purchase  or sell  a security  for their  personal
account  within thirty days before  or after any transaction  in any Dean Witter
Fund managed  by them.  Any violations  of the  Code of  Ethics are  subject  to
sanctions,  including  reprimand,  demotion  or  suspension  or  termination  of
employment. The Code  of Ethics  comports with regulatory  requirements and  the
recommendations  in the 1994 report by the Investment Company Institute Advisory
Group on Personal Investing.

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.

                                                                              17
<PAGE>

DEAN WITTER
NEW YORK TAX-FREE INCOME FUND
TWO WORLD TRADE CENTER
NEW YORK, NEW YORK 10048

TRUSTEES
Michael Bozic
Charles A. Fiumefreddo
Edwin J. Garn
John R. Haire
Dr. Manuel H. Johnson
Paul Kolton
Michael E. Nugent
Philip J. Purcell
John L. Schroeder

OFFICERS
Charles A. Fiumefreddo
Chairman and Chief Executive
Officer
Sheldon Curtis
Vice President, Secretary and
General Counsel
James F. Willison
Vice President
Thomas F. Caloia
Treasurer

CUSTODIAN
The Bank of New York
90 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 LLP
1177 Avenue of the Americas
New York, New York 10036

INVESTMENT MANAGER
Dean Witter InterCapital Inc.


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