WITTER DEAN MANAGED ASSETS TRUST
485BPOS, 1994-05-24
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     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 24, 1994

                                                   REGISTRATION NOS.: 33-17865
===============================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                ---------------
                                  FORM N-1A

                            REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933                    [X]
                        PRE-EFFECTIVE AMENDMENT NO.                        [ ]
                        POST-EFFECTIVE AMENDMENT NO. 8                     [X]
                                    AND/OR
             REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
                                 ACT OF 1940                               [X]

                               AMENDMENT NO. 10                             [X]
    
                                --------------
                       DEAN WITTER MANAGED ASSETS TRUST
                       (A MASSACHUSETTS BUSINESS TRUST)
              (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

                            TWO WORLD TRADE CENTER
                           NEW YORK, NEW YORK 10048

                   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)

      REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 392-1600

                             SHELDON CURTIS, ESQ.
                            TWO WORLD TRADE CENTER
                           NEW YORK, NEW YORK 10048
                   (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                --------------
                                   COPY TO:

                           DAVID M. BUTOWSKY, ESQ.
                            GORDON ALTMAN BUTOWSKY
                            WEITZEN SHALOV & WEIN
                             114 WEST 47TH STREET
                           NEW YORK, NEW YORK 10036

                APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:

As soon as practicable after this Post-Effective Amendment becomes effective.
IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE (CHECK APPROPRIATE BOX)

    immediately upon filing pursuant to paragraph (b)
[X] on May 27, 1994 pursuant to paragraph (b)
    60 days after filing pursuant to paragraph (a)
    on (date) pursuant to paragraph (a) of rule 485.
   
   THE REGISTRANT HAS REGISTERED AN INDEFINITE NUMBER OF ITS SHARES UNDER THE
SECURITIES ACT OF 1933 PURSUANT TO SECTION (A)(1) OF RULE 24F-2 UNDER THE
INVESTMENT COMPANY ACT OF 1940. THE REGISTRANT FILED THE RULE 24F-2 NOTICE,
FOR ITS FISCAL YEAR ENDED MARCH 31, 1994, WITH THE SECURITIES AND EXCHANGE
COMMISSION ON MAY 24, 1994.
    

          AMENDING THE PROSPECTUS AND UPDATING FINANCIAL STATEMENTS
===============================================================================

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                       DEAN WITTER MANAGED ASSETS TRUST

                            CROSS-REFERENCE SHEET
                                  FORM N-1A

<TABLE>
<CAPTION>
 ITEM                                     CAPTION
- ------------  -------------------------------------------------------------
<S>           <C>
PART A                                  PROSPECTUS
1.  .......   Cover Page
2.  .......   Prospectus Summary; Summary of Fund Expenses
3.  .......   Financial Highlights
              Investment Objective and Policies; The Fund and its
              Management; Cover Page; Investment Restrictions; Financial
4.  .......   Highlights
              The Fund and its Management; Back Cover; Investment Objective
5.  .......   and Policies
6.  .......   Dividends, Distributions and Taxes; Additional Information
7.  .......   Purchase of Fund Shares; Shareholder Services
8.  .......   Redemptions and Repurchases; Shareholder Services
9.  .......   Not Applicable
</TABLE>

<TABLE>
<CAPTION>
PART B                     STATEMENT OF ADDITIONAL INFORMATION
<S>           <C>
10.  .......  Cover Page
11.  .......  Table of Contents
12.  .......  The Fund and its Management
              Investment Practices and Policies; Investment Restrictions;
13.  .......  Portfolio Transactions and Brokerage
14.  .......  The Fund and its Management; Trustees and Officers
15.  .......  The Fund and its Management; Trustees and Officers
              The Fund and its Management; The Distributor; Shareholder
              Services; Custodian and Transfer Agent; Independent
16.  .......  Accountants
17.  .......  Portfolio Transactions and Brokerage
18.  .......  Description of Shares
              The Distributor; Redemptions and Repurchases; Financial
              Statements; Determination of Net Asset Value; Shareholder
19.  .......  Services
20.  .......  Dividends, Distributions and Taxes
21.  .......  Not Applicable
22.  .......  Performance Information
23.  .......  Experts; Financial Statements
</TABLE>
   
   All disclosures contained in Parts A and B of Form N-1A of Post-Effective
Amendment No. 7 to the Registration Statement of Dean Witter Managed Assets
Trust (the "Registrant") filed with the Securities and Exchange Commission
("Commission") on May 20, 1994, are herewith Incorporated by Reference in this
Post-Effective Amendment No. 8 to the Registration Statement of the Registrant.

PART C

   All information required to be included in Part C is contained in Part C of
Form N-1A of Post-Effective Amendment No. 7 to the Registration Statement of
the Registrant, filed with the Commission on May 20, 1994, is herewith
Incorporated by Reference in this Post-Effective Amendment No. 8 to the
Registration Statement of the Registrant.
    

<PAGE>

         
<PAGE>

   

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-
Effective Amendment to the Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York and
State of New York on the 24th day of May, 1994.

                                        DEAN WITTER MANAGED ASSETS TRUST

                                        By /s/ Sheldon Curtis
                                          ----------------------
                                               Sheldon Curtis
                                          Vice President and Secretary

     Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 8 has been signed below by the following persons in
the capacities and on the dates indicated.

     Signatures                    Title                     Date

(1) Principal Executive Officer    President, Chief
                                   Executive Officer,
                                   Trustee and Chairman
By  /s/ Charles A. Fiumefreddo                             05/24/94
        Charles A. Fiumefreddo

(2) Principal Financial Officer    Treasurer and Principal
                                   Accounting Officer

By  /s/ Thomas F. Caloia                                   05/24/94
        Thomas F. Caloia

(3) Majority of the Trustees

    Charles A. Fiumefreddo (Chairman)
    Edward R. Telling
    Philip J. Purcell

By  /s/ Sheldon Curtis                                     05/24/94
        Sheldon Curtis
        Attorney-in-Fact

    Jack F. Bennett            Manuel H. Johnson
    Michael Bozic              Paul Kolton
    Edwin J. Garn              Michael E. Nugent
    John R. Haire              John L. Schroeder
    John E. Jeuck

By  /s/ David M. Butowsky                                  05/24/94
        David M. Butowsky
        Attorney-in-Fact

    



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