WITTER DEAN MANAGED ASSETS TRUST
N-30D, 1995-05-30
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<PAGE>

DEAN WITTER MANAGED ASSETS TRUST
                             Two World Trade Center, New York, New York 10048
LETTER TO SHAREHOLDERS

DEAR SHAREHOLDER:

We are pleased to present the annual report for Dean Witter Managed Assets
Trust for the fiscal year ended March 31, 1995.

The stock and bond markets during the past twelve months can best be
described as chaotic. Stocks started the fiscal year on a very weak note,
traded in a tight range in the middle of the year, and then finished strongly
reaching record highs. Bonds suffered sharp declines throughout much of the
period as an overheated economy and the threat of renewed inflation prompted
the Federal Reserve Board to raise short-term interest rates. However, as the
fiscal year came to a close, the bond markets rallied, wiping out much of its
previous eight month's losses. For the full twelve-month period, the stock
market, measured by the Standard & Poor's 500 Composite Stock Price Index
(S&P 500 Index), posted a total return of 15.60 percent, while the bond
market, measured by 30-year U.S. Treasury securities, posted a total return
of 1.92 percent.

Against this backdrop, Dean Witter Managed Assets Trust, which was
defensively postured throughout the fiscal year, provided a total return of
4.83 percent. The Fund paid dividends from net investment income totaling
$0.33 per share during the period. In addition, the Trust paid short-term
capital gain distributions totaling $0.12 per share and long-term capital
gain distributions totaling $0.39 per share during the fiscal year. As
always, future dividends will vary depending on the mix of assets held in the
portfolio. The accompanying chart illustrates the growth of a $10,000
investment in the Fund from inception (June 30, 1988) through March 31, 1995,
compared to a hypothetical investment in the issues that comprise the S&P 500
Index. Unlike the Fund which may invest in stocks, bonds and money market
instruments, the S&P 500 Index is comprised solely of common stocks.

UNCERTAINTY IN THE FINANCIAL MARKETS

The fiscal year began with the U.S. showing signs of rapid economic growth,
with the Federal Reserve Board starting to raise interest rates, and




         
<PAGE>

DEAN WITTER MANAGED ASSETS TRUST
LETTER TO SHAREHOLDERS, continued

with the yield from stocks and bonds at very low levels (2.82 percent for the
S&P 500 Index and 7.10 percent for 30-year U.S. Treasury securities). The
Fund entered the fiscal year with 40 percent of assets invested in equities,
10 percent in bonds and 50 percent in money-market instruments. This cautious
allocation was designed to provide some participation in the financial
markets while at the same time protecting assets during a period of rising
interest rates.


          DEAN WITTER MANAGED ASSETS TRUST
                                GROWTH OF $10,000
                 
                DATE                           TOTAL              S&P 500
- -------------------------------------------------------------------------------
          June 30, 1988                       $10,000             $10,000
          March 31, 1989                      $10,440             $11,072
          March 31, 1990                      $11,276             $13,201
          March 31, 1991                      $12,411             $15,103
          March 31, 1992                      $13,881             $16,767
          March 31, 1993                      $15,341             $19,317
          March 31, 1994                      $16,053             $19,601
          March 31, 1995                      $16,827 (3)         $22,658
- -------------------------------------------------------------------------------

                          AVERAGE ANNUAL TOTAL RETURNS
                1 YEAR          5 YEARS         LIFE OF FUND
                ---------------------------------------------
                4.83 (1)      8.34 (1)           8.02  (1)
                0.00 (2)      8.04 (2)           8.02  (2)
                ---------------------------------------------

                           _________Fund          S&P 500 (4)

          Past performance is not predictive of future returns.
          ________________________________________

          (1)   Figure shown assumes reinvestment of all distributions and does
                not reflect the deduction of any sales charges.

          (2)   Figure shown assumes reinvestment of all distributions and the
                deduction of the maximum applicable contingent deferred sales
                charge (CDSC) (1 year-5%, 5 years-2%, since inception-0%).  See
                the Fund's current prospectus for complete details on fees and
                sales charges.

          (3)   Closing value assuming a complete redemption on March 31, 1995.

          (4)   The Standard and Poors 500 Composite Stock Price Index
                (S&P 500) is a broad-based index, the performance of which is
                based on the average performance of 500 widely held common
                stocks. The index does not include any expenses, fees or
                charges.




         


The economy continued to strengthen in the spring and summer and the Federal
Reserve continued to tighten monetary policy. As Federal Reserve Board
tightenings have historically been a harbinger of difficulties for the
financial markets, the Fund raised its defensive money-market position with
each tightening. Allocations went to 20 percent equities, 5 percent bonds and
75 percent money-markets in May, and then in August, for the first time in
the history of the Fund, to 100 percent money-markets. This extreme defensive
position was designed solely to preserve shareholders' capital in what was
viewed, based on the Managed Assets' Asset Allocation Model, as an
increasingly high-risk financial environment.

Turmoil continued in the markets for the balance of 1994. Yields on 30-year
Treasury securities reached 8.16 percent in November, as the U.S. government
bond market recorded its worst year in 68 years. Orange County, California
was forced into bankruptcy as a result of losing more than $1 billion from
trading in derivatives. The Mexican stock market declined more than 25
percent in two months after the peso was devalued in December. The U.S.
dollar plunged against foreign currencies, reaching post-war lows versus the
Japanese yen and the German mark. As a result of its defensive portfolio
composition, the Fund outperformed both the equity and fixed-income markets
for calendar year 1994. During this twelve month period, Managed Assets Trust
provided a total return of 2.66 percent versus 1.31 percent for the S&P 500
Index and -12.03 percent for 30-year U.S. Treasuries.




         
<PAGE>

DEAN WITTER MANAGED ASSETS TRUST
LETTER TO SHAREHOLDERS, continued

A SLOWING ECONOMY

During the first quarter of 1995, the effects of the Federal Reserve's
earlier monetary tightenings began to show in the U.S. economy as both
housing starts and new auto sales fell from their prior-year levels. The
prospects of slower economic growth and a possible end to additional
tightenings by the central bank led to strong rallies for both stocks and
bonds. In spite of the rallies, the Fund maintained its defensive position,
as market valuations approached record high levels. At fiscal year-end on
March 31, 1995, 100 percent of the Fund's assets were invested in
money-market instruments. Approximately, 65 percent were in government
agencies or commercial paper with 60 days or less to maturity and 35 percent
in U.S. Treasury bills with maturities of one year or less. This defensive
position, which continues to be based on the Managed Assets' Allocation
Model, reflects the possibility of further tightening actions by the Federal
Reserve Board and the ongoing concern that the dividend yield of the market
(2.63 percent for the S&P 500 Index) has reached an unsustainable level.

Going forward, we are looking for opportunities to get reinvested in the
financial markets. We anticipate that investments will occur either after a
period of market weakness or when it is likely that the Federal Reserve Board
has completed their moves toward monetary tightening and higher interest
rates. As always, the Fund will continue to base investment decisions on the
Managed Assets' Allocation Model.

We appreciate your support of Dean Witter Managed Assets Trust and look
forward to continuing to serve your investment objectives in the future.

Very truly yours,

/s/ Charles A. Fiumefreddo
CHARLES A. FIUMEFREDDO
Chairman of the Board




         
<PAGE>

DEAN WITTER MANAGED ASSETS TRUST
PORTFOLIO OF INVESTMENTS March 31, 1995

<TABLE>
<CAPTION>
<S>          <C>                                       <C>              <C>
                                                         ANNUALIZED
PRINCIPAL                                                   YIELD
AMOUNT IN                                                ON DATE OF
THOUSANDS    DESCRIPTION AND MATURITY DATE ..........     PURCHASE         VALUE
- -----------  ------------------- .................... ---------------  --------------
             SHORT-TERM INVESTMENTS (a) (102.1%)
             COMMERCIAL PAPER (46.9%)
             Bank Holding Companies (7.6%)
$20,000      BankAmerica Corp. 04/19/95 .............       5.99%      $ 19,940,400
 12,000      Northern Trust Corp. 04/28/95 ..........       6.01         11,946,270
                                                                       --------------
                                                                         31,886,670
                                                                       --------------
             Brokerage (2.8%)
 12,000      Morgan Stanley Group, Inc. 05/11/95  ...       6.04         11,920,000
                                                                       --------------
             Finance - Automobiles (3.3%)
 14,000      Ford Motor Credit Co. 05/05/95 .........       6.10         13,920,138
                                                                       --------------
             Finance - Corporate (4.7%)
 20,000      Ciesco, L.P. 05/05/95 ..................       6.01         19,887,233
                                                                       --------------
             Finance - Diversified (16.8%)
 11,000      American Express Credit Corp. 04/03/95         6.08         10,996,321
 10,000      Commercial Credit Co. 04/13/95 .........       5.99          9,980,133
 10,200      General Electric Capital Corp. 04/24/95        6.00         10,161,161
 20,000      Heller Financial, Inc. 05/19/95  .......       6.08         19,839,467
 20,000      Norwest Financial, Inc. 04/05/95  ......       6.07         19,986,622
                                                                       --------------
                                                                         70,963,704
                                                                       --------------
             Finance - Equipment (4.7%)
 20,000      Deere (John) Capital Corp. 05/01/95  ...       6.05         19,900,000
                                                                       --------------
             Finance - Office Equipment (7.0%)
 20,500      IBM Credit Corp. 04/11/95 ..............       6.08         20,465,719
  9,000      Xerox Credit Corp. 04/26/95 ............       6.01          8,962,688
                                                                       --------------
                                                                         29,428,407
                                                                       --------------
             TOTAL COMMERCIAL PAPER
             (Amortized Cost $197,906,152) ...........................  197,906,152
                                                                       --------------
             U.S. GOVERNMENT & AGENCIES
             OBLIGATIONS (55.2%)
             Federal Home Loan Banks 04/03/95 to
 55,400      04/24/95 ...............................   5.94 to 6.25     55,316,939
             Federal Home Loan Mortgage Corp.
 19,900      04/17/95 ...............................       5.95         19,847,641
             Federal National Mortgage Association
  7,000      04/21/95 ...............................       5.96          6,977,056
</TABLE>
                             See Notes to Financial Statements



         
<PAGE>
DEAN WITTER MANAGED ASSETS TRUST
PORTFOLIO OF INVESTMENTS MARCH 31, 1995 CONTINUED

<TABLE>
<CAPTION>
<S>          <C>                                       <C>              <C>
                                                         ANNUALIZED
PRINCIPAL                                                   YIELD
AMOUNT IN                                                ON DATE OF
THOUSANDS    DESCRIPTION AND MATURITY DATE ..........     PURCHASE         VALUE
- -----------  ------------------- .................... ---------------  --------------

  $155,000   U.S. Treasury Bill 06/29/95 to 12/14/95    5.40 to 6.79%  $150,829,460
                                                                       --------------
             TOTAL U.S. GOVERNMENT & AGENCIES
             OBLIGATIONS (Amortized Cost $232,978,199) ...............  232,971,096
                                                                       --------------
             TOTAL INVESTMENTS (Amortized Cost
             $430,884,351) (b) ......................       102.1%      430,877,248

             LIABILITIES IN EXCESS OF OTHER ASSETS  .        (2.1)       (8,893,556)
                                                      ---------------  --------------

             NET ASSETS .............................       100.0%     $421,983,692
                                                      ===============  ==============
<FN>
- -------------
(a) Securities were purchased on a discount basis. The interest rates
    shown have been adjusted to reflect a money market equivalent yield.

(b) Cost is the same for federal income tax purposes.
</TABLE>
                             See Notes to Financial Statements




         
<PAGE>

DEAN WITTER MANAGED ASSETS TRUST
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES MARCH 31, 1995

<TABLE>
<CAPTION>
<S>                                                                    <C>
 ASSETS:
Investments in securities, at value (amortized cost $430,884,351)  ... $430,877,248
Receivable for shares of beneficial interest sold ....................    1,524,793
Prepaid expenses and other assets ....................................       37,975
                                                                       --------------
  TOTAL ASSETS .......................................................  432,440,016
                                                                       --------------
LIABILITIES:
Payable for:
  Shares of beneficial interest repurchased ..........................    6,092,841
  Plan of distribution fee ...........................................      361,277
  Investment management fee ..........................................      216,770
  Dividends to shareholders ..........................................      112,018
Payable to bank ......................................................    3,481,210
Accrued expenses and other payables ..................................      192,208
                                                                       --------------
  TOTAL LIABILITIES ..................................................   10,456,324
                                                                       --------------
NET ASSETS:
Paid-in-capital ......................................................  422,393,625
Net unrealized depreciation ..........................................       (7,103)
Distribution in excess of net investment income ......................     (163,887)
Accumulated net realized loss ........................................     (238,943)
                                                                       --------------
  NET ASSETS ......................................................... $421,983,692
                                                                       ==============
NET ASSET VALUE PER SHARE, 40,738,444 shares outstanding (unlimited
 shares authorized of $.01 par value) ................................       $10.36
                                                                       ==============
</TABLE>
                             See Notes to Financial Statements




         
<PAGE>

DEAN WITTER MANAGED ASSETS TRUST
FINANCIAL STATEMENTS, continued

STATEMENT OF OPERATIONS
FOR THE YEAR ENDED MARCH 31, 1995

<TABLE>
<CAPTION>
<S>                                                 <C>
NET INVESTMENT INCOME:
INCOME
Interest .......................................... $16,864,614
Dividends (net of $10,090 foreign withholding tax)      907,801
                                                    -------------
  TOTAL INCOME ....................................  17,772,415
                                                    -------------
EXPENSES
Plan of distribution fee ..........................   3,477,931
Investment management fee .........................   2,086,759
Transfer agent fees and expenses ..................     296,873
Registration fees .................................     102,486
Custodian fees ....................................      62,382
Professional fees .................................      49,122
Shareholder reports and notices ...................      49,094
Trustees' fees and expenses .......................      33,035
Other .............................................      11,602
                                                    -------------
  TOTAL EXPENSES ..................................   6,169,284
                                                    -------------
  NET INVESTMENT INCOME ...........................  11,603,131
                                                    -------------
NET REALIZED AND UNREALIZED GAIN (LOSS):
Net realized gain .................................  10,416,911
Net change in unrealized depreciation .............  (6,113,384)
                                                    -------------
  NET GAIN ........................................   4,303,527
                                                    -------------
NET INCREASE ...................................... $15,906,658
                                                    =============
</TABLE>
                             See Notes to Financial Statements




         
<PAGE>

DEAN WITTER MANAGED ASSETS TRUST
FINANCIAL STATEMENTS, continued

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S>                                                     <C>             <C>
                                                          FOR THE YEAR    FOR THE YEAR
                                                          ENDED MARCH     ENDED MARCH
                                                            31, 1995        31, 1994
- ------------------------------------------------------  --------------  --------------
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income ................................. $ 11,603,131    $  4,618,486
Net realized gain .....................................   10,416,911      13,924,046
Net change in unrealized appreciation .................   (6,113,384)     (7,776,179)
                                                        --------------  --------------
  NET INCREASE ........................................   15,906,658      10,766,353
                                                        --------------  --------------
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income .................................  (11,871,096)     (4,624,567)
Net realized gain .....................................  (16,248,194)    (13,835,091)
Paid-in-capital .......................................   (1,017,267)        -0-
                                                        --------------  --------------
  TOTAL ...............................................  (29,136,557)    (18,459,658)
                                                        --------------  --------------
Net increase from transactions in shares of beneficial
 interest .............................................  170,397,392      35,519,696
                                                        --------------  --------------
  TOTAL INCREASE ......................................  157,167,493      27,826,391
NET ASSETS:
Beginning of period ...................................  264,816,199     236,989,808
                                                        --------------  --------------
 END OF PERIOD
  (Including distribution in excess of and
  undistributed  net investment income of $163,887 and
  $104,078, respectively) ............................. $421,983,692    $264,816,199
                                                        ==============  ==============
</TABLE>
                             See Notes to Financial Statements




         
<PAGE>

DEAN WITTER MANAGED ASSETS TRUST
NOTES TO FINANCIAL STATEMENTS March 31, 1995

1.  ORGANIZATION AND ACCOUNTING POLICIES

Dean Witter Managed Assets Trust (the "Fund") is registered under the
Investment Company Act of 1940, as amended (the "Act"), as a non-diversified,
open-end management investment company. The Fund was organized as a
Massachusetts business trust on October 8, 1987 and commenced operations on
June 30, 1988.

The following is a summary of significant accounting policies:

A. VALUATION OF INVESTMENTS--(1) an equity security listed or traded on the
New York or American Stock Exchange is valued at its latest sale price on
that exchange prior to the time when assets are valued; if there were no
sales that day, the security is valued at the latest bid price (in cases
where securities are traded on more than one exchange, the securities are
valued on the exchange designated as the primary market by the Trustees); (2)
all other portfolio securities for which over-the-counter market quotations
are readily available are valued at the latest available bid price prior to
the time of valuation; (3) when market quotations are not readily available,
including circumstances under which it is determined by the Investment
Manager that sale and bid prices are not reflective of a security's market
value, portfolio securities are valued at their fair value as determined in
good faith under procedures established by and under the general supervision
of the Trustees (valuation of debt securities for which market quotations are
not readily available may be based upon current market prices of securities
which are comparable in coupon, rating and maturity or an appropriate matrix
utilizing similar factors); (4) certain of the Fund's portfolio securities
may be valued by an outside pricing service approved by the Trustees. The
pricing service utilizes a matrix system incorporating security quality,
maturity and coupon as the evaluation model parameters, and/or research and
evaluations by its staff, including review of broker-dealer market price
quotations, if available, in determining what it believes is the fair
valuation of the securities valued by such pricing service; and (5)
short-term debt securities having a maturity date of more than sixty days at
time of purchase are valued on a mark-to-market basis until sixty days prior
to maturity and thereafter at amortized cost based on their value on the 61st
day. Short-term debt securities having a maturity date of sixty days or less
at the time of purchase are valued at amortized cost.

B. ACCOUNTING FOR INVESTMENTS--Security transactions are accounted for on the
trade date (date the order to buy or sell is executed). Realized gains and
losses on security transactions are determined by the identified cost method.
Dividend income is recorded on the ex-dividend date. Interest income is
accrued daily and includes the amortization of certain short-term securities.





         
<PAGE>

DEAN WITTER MANAGED ASSETS TRUST
NOTES TO FINANCIAL STATEMENTS March 31, 1995, continued

C. FEDERAL INCOME TAX STATUS--It is the Fund's policy to comply with the
requirements of the Internal Revenue Code applicable to regulated investment
companies and to distribute all of its taxable income to its shareholders.
Accordingly, no federal income tax provision is required.

D. DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS--The Fund records dividends and
distributions to its shareholders on the record date. The amount of dividends
and distributions from net investment income and net realized capital gains
are determined in accordance with federal income tax regulations which may
differ from generally accepted accounting principles. These "book/tax"
differences are either considered temporary or permanent in nature. To the
extent these differences are permanent in nature, such amounts are
reclassified within the capital accounts based on their federal tax-basis
treatment; temporary differences do not require reclassification. Dividends
and distributions which exceed net investment income and net realized capital
gains for financial reporting purposes but not for tax purposes are reported
as dividends in excess of net investment income or distributions in excess of
net realized capital gains. To the extent they exceed net investment income
and net realized capital gains for tax purposes, they are reported as
distributions of paid-in-capital.

2. INVESTMENT MANAGEMENT AGREEMENT

Pursuant to an Investment Management Agreement with Dean Witter InterCapital
Inc. (the "Investment Manager"), the Fund pays its Investment Manager a
management fee, accrued daily and payable monthly, by applying the annual
rate of 0.60% to the daily net assets of the Fund not exceeding $500 million
and 0.55% to the daily net assets of the Fund exceeding $500 million.

Under the terms of the Agreement, in addition to managing the Fund's
investments, the Investment Manager maintains certain of the Fund's books and
records and furnishes, at its own expense, office space, facilities,
equipment, clerical, bookkeeping and certain legal services and pays the
salaries of all personnel, including officers of the Fund who are employees
of the Investment Manager. The Investment Manager also bears the cost of
telephone services, heat, light, power and other utilities provided to the
Fund.

3. PLAN OF DISTRIBUTION

Shares of the Fund are distributed by Dean Witter Distributors Inc. (the
"Distributor"), an affiliate of the Investment Manager. The Fund has adopted
a Plan of Distribution (the "Plan") pursuant to Rule 12b-1 under the Act
pursuant to which the Fund pays the Distributor compensation, accrued daily
and payable monthly, at an annual rate of 1.0% of the lesser of: (a) the
average daily aggregate gross sales of the





         
<PAGE>

DEAN WITTER MANAGED ASSETS TRUST
NOTES TO FINANCIAL STATEMENTS March 31, 1995, continued

Fund's shares since the Fund's inception (not including reinvestment of
dividend or capital gain 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 upon which such
charge has been waived; or (b) the Fund's average daily net assets. Amounts
paid under the Plan are paid to the Distributor to compensate it for the
services provided and the expenses borne by it 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, the account
executives of Dean Witter Reynolds Inc. ("DWR"), an affiliate of the
Investment Manager and Distributor, and other employees or selected dealers
who engage in or support distribution of the Fund's 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. In
addition, the Distributor may be compensated under the Plan for its
opportunity costs in advancing such amounts, which compensation would be in
the form of a carrying charge on any unreimbursed expenses incurred by the
Distributor.

Provided that the Plan continues in effect, any cumulative expenses incurred
but not yet recovered, may be recovered through future distribution fees from
the Fund and contingent deferred sales charges from the Fund's shareholders.

The Distributor has informed the Fund that for the year ended March 31, 1995,
it received approximately $670,000 in contingent deferred sales charges from
certain redemptions of the Fund's shares. The Fund's shareholders pay such
charges which are not an expense of the Fund.

4. SECURITY TRANSACTIONS AND TRANSACTIONS WITH AFFILIATES

The cost of purchases and proceeds from sales of portfolio securities,
excluding short-term investments, for the year ended March 31, 1995
aggregated $115,997,616 and $252,763,992, respectively. Included in
the aforementioned are purchases and sales of U.S. Government securities of
$86,914,199 and $102,341,032, respectively.

For the year ended March 31, 1995, the Fund incurred brokerage commissions of
$21,223 with DWR for portfolio transactions executed on behalf of the Fund.

Dean Witter Trust Company, an affiliate of the Investment Manager and
Distributor, is the Fund's transfer agent. At March 31, 1995, the Fund had
transfer agent fees and expenses payable of approximately $31,000.





         
<PAGE>

DEAN WITTER MANAGED ASSETS TRUST
NOTES TO FINANCIAL STATEMENTS March 31, 1995, continued

The Fund established an unfunded noncontributory defined benefit pension plan
covering all independent Trustees of the Fund who will have served as
independent Trustees for at least five years at the time of retirement.
Benefits under this plan are based on years of service and compensation
during the last five years of service. Aggregate pension costs for the year
ended March 31, 1995 included in Trustees' fees and expenses in the Statement
of Operations amounted to $11,360. At March 31, 1995, the Fund had an accrued
pension liability of $51,726 which is included in accrued expenses in the
Statement of Assets and Liabilities.

5. SHARES OF BENEFICIAL INTEREST

Transactions in shares of beneficial interest were as follows:

<TABLE>
<CAPTION>
<S>                                           <C>             <C>              <C>            <C>
                                                     FOR THE YEAR ENDED              FOR THE YEAR ENDED
                                                       MARCH 31, 1995                  MARCH 31, 1994
                                              -------------------------------  -----------------------------
                                                   SHARES            AMOUNT        SHARES           AMOUNT
                                              --------------  ---------------  -------------  --------------
Sold ........................................  41,069,474     $ 433,827,320     8,078,807     $ 89,201,126
Reinvestment of dividends and distributions     2,433,359        25,358,358     1,504,075       16,299,642
                                              --------------  ---------------  -------------  --------------
                                               43,502,833       459,185,678     9,582,882      105,500,768
Repurchased ................................. (27,440,804)     (288,788,286)   (6,337,340)     (69,981,072)
                                              --------------  ---------------  -------------  --------------
Net increase ................................  16,062,029     $ 170,397,392     3,245,542     $ 35,519,696
                                              ==============  ===============  =============  ==============
</TABLE>

6. FEDERAL INCOME TAX STATUS

Capital losses incurred after October 31 ("post-October losses") within the
taxable year are deemed to arise on the first business day of the Fund's next
taxable year. The Fund incurred and will elect to defer net capital losses of
approximately $239,000 during fiscal 1995. As of March 31, 1995, the Fund had
temporary book/tax differences primarily attributable to post-October losses.





         
<PAGE>

DEAN WITTER MANAGED ASSETS TRUST
FINANCIAL HIGHLIGHTS

Selected ratios and per share data for a share of beneficial interest
outstanding throughout each period:

<TABLE>
<CAPTION>
<S>                                       <C>         <C>         <C>         <C>         <C>         <C>         <C>
                                                                FOR THE YEAR ENDED MARCH 31
                                          ----------------------------------------------------------------------
                                                                                                                   FOR THE PERIOD
                                                                                                                   JUNE 30, 1988*
                                                                                                                      THROUGH
                                              1995     1994        1993        1992        1991        1990        MARCH 31, 1989
- ----------------------------------------  ----------  ----------  ----------  ----------  ----------  ----------  --------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period  ... $10.73      $  11.06    $  11.36    $  10.50    $   9.99    $  10.03      $10.00
                                          ----------  ----------  ----------  ----------  ----------  ----------  --------------
Net investment income ...................   0.32          0.20        0.28        0.33        0.44        0.69        0.43
Net realized and unrealized gain  .......   0.18          0.31        0.84        0.90        0.52        0.10         --
                                          ----------  ----------  ----------  ----------  ----------  ----------  --------------
Total from investment operations  .......   0.50          0.51        1.12        1.23        0.96        0.79        0.43
                                          ----------  ----------  ----------  ----------  ----------  ----------  --------------
Less dividends and distributions from:
 Net investment income ..................  (0.33)        (0.21)      (0.28)      (0.34)      (0.44)      (0.71)      (0.40)
 Net realized gain ......................  (0.51)        (0.63)      (1.14)      (0.03)      (0.01)      (0.12)        --
 Paid-in-capital ........................  (0.03)         --          --          --          --          --           --
                                          ----------  ----------  ----------  ----------  ----------  ----------  --------------
Total dividends and distributions  ......  (0.87)        (0.84)      (1.42)      (0.37)      (0.45)      (0.83)      (0.40)
                                          ----------  ----------  ----------  ----------  ----------  ----------  --------------
Net asset value, end of period .......... $10.36      $  10.73    $  11.06    $  11.36    $  10.50    $   9.99      $10.03
                                          ==========  ==========  ==========  ==========  ==========  ==========  ==============
TOTAL INVESTMENT RETURN+ ................   4.83%         4.64%      10.52%      11.85%      10.07%       8.01%       4.40%(1)
RATIOS TO AVERAGE NET ASSETS:
Expenses ................................   1.77%         1.79%       1.80%       1.70%       1.78%       1.77%       1.77%(2)
Net investment income ...................   3.34%         1.86%       2.48%       2.97%       4.34%       6.76%       6.73%(2)
SUPPLEMENTAL DATA:
Net assets, end of period, in thousands      $421,984   $264,816    $236,990    $219,744    $215,408    $279,494      $262,570
Portfolio turnover rate .................    264%           54%         68%         75%        125%        320%        178%(1)
</TABLE>
[FN]
- -------------
 *  Commencement of operations.
 +  Does not reflect the deduction of sales charge.
(1) Not annualized.
(2) Annualized.

                             See Notes to Financial Statements




         
<PAGE>

DEAN WITTER MANAGED ASSETS TRUST
REPORT OF INDEPENDENT ACCOUNTANTS

TO THE SHAREHOLDERS AND TRUSTEES
OF DEAN WITTER MANAGED ASSETS TRUST

In our opinion, the accompanying statement of assets and liabilities,
including the portfolio of investments, and the related statements of
operations and of changes in net assets and the financial highlights present
fairly, in all material respects, the financial position of Dean Witter
Managed Assets Trust (the "Fund") at March 31, 1995, the results of its
operations for the year then ended, the changes in its net assets for each of
the two years in the period then ended and the financial highlights for each
of the six years in the period then ended and for the period June 30, 1988
(commencement of operations) through March 31, 1989, in conformity with
generally accepted accounting principles. These financial statements and
financial highlights (hereafter referred to as "financial statements") are
the responsibility of the Fund's management; our responsibility is to express
an opinion on these financial statements based on our audits. We conducted
our audits of these financial statements in accordance with generally
accepted auditing standards which require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits, which included confirmation of securities at March
31, 1995 by correspondence with the custodian, provide a reasonable basis for
the opinion expressed above.

PRICE WATERHOUSE LLP
1177 Avenue of the Americas
New York, New York 10036
May 10, 1995

- ------------------------------------------------------------------------------
                     1995 FEDERAL TAX NOTICE (unaudited)

During the year ended March 31, 1995, the Fund paid to shareholders $0.392
per share from long-term capital gains. For such period, 10.3% of the
ordinary dividend qualified for the dividends received deduction available to
corporations.
- -------------------------------------------------------------------------------



         
<PAGE>

TRUSTEES
Jack F. Bennett
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
Kenton J. Hinchliffe
Vice President
Thomas F. Caloia
Treasurer

TRANSFER 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.
Two World Trade Center
New York, New York 10048

This report is submitted for the general information of shareholders of
the Fund. For more detailed information about the Fund, its officers and
trustees, fees, expenses and other pertinent information, please see the
prospectus of the Fund.

This report is not authorized for distribution to prospective investors
in the Fund unless preceded or accompanied by an effective prospectus.

DEAN WITTER
MANAGED ASSETS
TRUST

ANNUAL REPORT
MARCH 31, 1995







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