RULE 24f-2 NOTICE
For
Dean Witter Managed Assets Trust
(File No. 811-5359)
Fiscal Year for Which Notice is filed 03/31/94
Unsold balance at beginning of fiscal year
of shares of beneficial interest previously
registered under Securities Act of 1933
Number of shares registered during fiscal
year
Number of shares sold during fiscal year 8,078,807
pursuant to indefinite registration
*Calculation of filing fee:
(1) Sale price of shares sold during $ 89,201,126
fiscal year pursuant to indefinite
registration
(2) Purchase price of shares redeemed $ 69,981,072
during fiscal year
(3) Purchase price of shares previously $ 0
applied pursuant to Section 24e-2(a)
(4) Item (2) less item (3) $ 69,981,072
(5) Item (1) less item (4) $ 19,220,054
(6) Amount of filing fee $ 6,627.65
By /s/ Sheldon Curtis
Sheldon Curtis
Vice President and General Counsel
Dated: May 24, 1994
DEAN WITTER INTERCAPITAL INC.
Two World Trade Center
New York, NY 10048
May 24, 1994
Dean Witter Managed Assets Trust
Two World Trade Center
72nd Floor
New York, NY 10048
Dear Sirs:
In connection with the public offering of shares of common
stock, $.01 par value, of Dean Witter Managed Assets Trust (the
"Fund"), I have examined such corporate records and documents and
have made such further investigation and examination as I have
deemed necessary for the purpose of this opinion.
It is my opinion, as Legal Counsel for the Fund, that the Fund
is a corporation duly organized and validly existing under the laws
of the Commonwealth of Maryland and that the shares of common stock
covered by the Rule 24f-2 Notice, May 24, 1994 (File No. 33-17865
and 811-5359), were issued and paid for in accordance with the
terms of the offering, as set forth in the prospectus filed as part
of the Registration Statement, as amended, of the Fund and were
legally issued, fully paid and non-assessable by the Fund.
I hereby consent to the filing of this opinion as an exhibit
to the Notice pursuant to Rule 24f-2. In giving this consent, I
do not thereby admit that I am within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933,
as amended, or the rules and requisitions of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/ Sheldon Curtis
Sheldon Curtis
General Counsel
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