RULE 24f-2 NOTICE
For
DEAN WITTER MANAGED ASSETS TRUST
(File No. 811-5339)
Fiscal Year for Which Notice is file 03/31/95
Unsold balance at beginning of fiscal year INAP
of shares of beneficial interest previously
registered under Securities Act of 1933
Number of shares registered during fiscal NONE
year
Number of shares sold during fiscal year 41,069,473.493
pursuant to indefinite registration
**Calculation of filing fee:
(1) Sale price of shares sold during $ 433,827,319.951
fiscal year pursuant to indefinite
registration
(2) Purchase price of shares redeemed $ 288,788,285.800
during fiscal year
(3) Purchase price of shares previously $ - 0 -
applied pursuant to Section 24e-2(a)
(4) Item (2) less item (3) $ 288,788,285.800
(5) Item (1) less item (4) $ 145,039,034.151
(6) Amount of filing fee $ 50,013.820
By /s/Sheldon Curtis
Sheldon Curtis
Vice President and General Counsel
Dated: April 21, 1995
DEAN WITTER MANAGED ASSETS TRUST
Two World Trade Center
New York, New York 10048
April 21, 1995
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 business trust duly organized and validly existing under
the laws of the Commonwealth of Massachusetts and that the shares
of beneficial interest covered by the Rule 24f-2 Notice, dated
April 21, 1995 (File No. 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 regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
Sheldon Curtis
General Counsel
SC:fr
