U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. NAME AND ADDRESS OF ISSUER:
Dean Witter Strategist Fund
Two World Trade Center, 72nd floor
New York, New York 10048
2. NAME OF EACH SERIES OR CLASS OF FUNDS FOR WHICH THIS NOTICE IS
FILED:
3. INVESTMENT COMPANY ACT FILE NUMBER: 33-23669
SECURITIES ACT FILE NUMBER: 811-5634
4. LAST DAY OF FISCAL YEAR FOR WHICH THIS NOTICE IS FILED:
07/31/97
5. CHECK BOX IF THIS NOTICE IS BEING FILED MORE THAN 180 DAYS
AFTER THE CLOSE OF THE ISSUER'S FISCAL YEAR FOR PURPOSES OF
REPORTING SECURITIES SOLD AFTER THE CLOSE OF THE FISCAL YEAR
BUT BEFORE TERMINATION OF THE ISSUER'S 24F-2 DECLARATION:
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6. DATE OF TERMINATION OF ISSUER'S DECLARATION UNDER RULE
24F-2(A)(1),IF APPLICABLE (SEE INSTRUCTION A.6):
7. NUMBER AND AMOUNT OF SECURITIES OF THE SAME CLASS OF
SERIESWHICH HAD BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
OTHER THAN PURSUANT TO RULE 24F-2 IN A PRIOR FISCAL YEARS, BUT
WHICH REMAINED UNSOLD AT THE BEGINNING OF THE FISCAL YEAR:
8. NUMBER AND AMOUNT OF SECURITIES REGISTERED DURING THE FISCAL
YEAR OTHER THAN PURSUANT TO RULE 24F-2:
9. NUMBER AND AGGREGATE SALE PRICE OF SECURITIES SOLD DURING THE
FISCAL YEAR:
SHARES: 21,483,563 $363,060,680
10. NUMBER AND AGGREGATE SALE PRICE OF SECURITIES SOLD DURING THE
FISCAL YEAR IN RELIANCE UPON REGISTRATION PURSUANT TO RULE
24f-2:
SHARES: 21,483,563 $363,060,680
11. NUMBER AND AGGREGATE SALE PRICE OF SECURITIES ISSUED DURING
THE FISCAL YEAR IN CONNECTION WITH DIVIDEND REINVESTMENT
PLANS, IF APPLICABLE (SEE INSTRUCTION B.7):
SHARES: 7,689,886 $125,001,968
12. CALCULATION OF REGISTRATION FEES:
(i) AGGREGATE SALE PRICE OF SECURITIES SOLD DURING THE
FISCAL YEAR IN RELIANCE ON RULE 24F-2 (from item 10):
$363,060,680
(ii) AGGREGATE PRICE OF SHARES ISSUED IN CONNECTION WITH
DIVIDEND REINVESTMENT PLANS (from item 11, if
applicable):
$125,001,968
(iii) AGGREGATE PRICE OF SHARES REDEEMED OR PURCHASED DURING
THE FISCAL YEAR (if applicable): $380,184,053
(iv) AGGREGATE PRICE OF SHARES REDEEMED OR PURCHASED AND
PREVIOUSLY APPLIED AS A REDUCTION TO FILING FEES PURSUANT
TO RULE 24E-2 (if applicable): $ 0
(v) NET AGGREGATE PRICE OF SECURITIES SOLD AND ISSUED DURING
THE FISCAL YEAR END IN RELIANCE ON RULE 24F-2 [line (i),
plus line (ii), less line (iii), plus line (iv)] (if
applicable): $107,878,595
(vi) MULTIPLIER PRESCRIBED BY SECTION 6(B) OF THE SECURITIES
ACT OF 1933 OR OTHER APPLICABLE LAW OR REGULATION (see
instruction C.6): 1/3300
(vii) FEE DUE [line (i) or line (v) multiplied by line (vi)]:
$ 32,690.47
Instruction for Item 12: Issuers should complete lines (ii),
(iii), (iv) and (v) only if the form is
being filed within 60 days after the
close of the issuers's fiscal year.
See instruction C.3.
13. CHECK BOX IF FEES ARE BEING REMITTED TO THE COMMISSION'S
LOCKBOX DEPOSITORY AS DESCRIBED IN SECTION 3A OF THE
COMMISSION'S RULES OF INFORMAL AND OTHER PROCEDURES (17CFR
202.3A).
[X]
DATE OF MAILING OR WIRE TRANSFER OF FILING FEES TO THE
COMMISSION'S LOCKBOX DEPOSITORY:
September 10, 1997
SIGNATURES
THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS
ON BEHALF OF THE ISSUER AND IN THE CAPACITIES AND ON THE
DATES INDICATED.
BY (Signature and Title): /s/ Barry Fink
Barry Fink
Vice President And General
Counsel
DATE: September 10, 1997
DEAN WITTER STRATEGIST FUND
Two World Trade Center
New York, New York 10048
September 10, 1997
Dean Witter Strategist Fund
Two World Trade Center
New York, NY 10048
Dear Sirs:
In connection with the public offering of shares of
beneficial interest, $.01 par value, of Dean Witter Strategist
Fund (the "Trust"), 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 Trust, that the
Trust is an unincorporated business trust duly organized
andvalidly existing under the laws of the State of Massachusetts
andthat the shares of beneficial interest covered by the Rule
24f-2 Notice, September 10, 1997 (File No. 33-23669 and 811-
5634), wereissued and paid for in accordance with the terms of
the offering,as set forth in the prospectus filed as part of the
RegistrationStatement, as amended, of the Trust and were legally
issued, fullypaid and non-assessable by the Trust.
I hereby consent to the filing of this opinion as an
exhibitto the Notice pursuant to Rule 24f-2. In giving this
consent, Ido not thereby admit that I am within the category of
persons whoseconsent is required under Section 7 of the
Securities Act of 1933,as amended, or the rules and regulations
of the Securities andExchange Commission thereunder.
Very truly yours,
/s/ Barry Fink
Barry Fink
General Counsel
