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Filed Pursuant to Rule 497
Registration File No.: 33-18983
SUPPLEMENT TO PROSPECTUS OF
MORGAN STANLEY DEAN WITTER UTILITIES FUND
DATED APRIL 27, 1998, AS REVISED AUGUST 19, 1998
On April 22, 1999, the Board of Trustees of the Fund recommended that
the shareholders approve the following changes to the Fund's investment
objective/restrictions:
a) Change in Investment Objective -- The Board unanimously recommended
that the Fund's shareholders approve changing the Fund's investment objective
to: "seek both capital appreciation and current income." Currently, the Fund's
objective is to "provide current income and long-term growth of income and
capital." Adoption of this change would have the effect of eliminating
long-term growth of income as an objective of the Fund.
b) Change in Investment Restriction -- The Board also unanimously
recommended that the Fund's shareholders approve eliminating the word "public"
from the Fund's investment restriction on concentrating investments
(Restriction 3, page 14). The change would have the effect of requiring the
Fund to concentrate investments in the entire utilities industry, as opposed to
the more limited public utilities industry.
A proxy statement fully describing the proposed changes in
objectives/restrictions and the reasons for the Board's action will be
distributed to the Fund's shareholders.
April 22, 1999
