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SUPPLEMENT TO THE PROSPECTUS OF PRIME INCOME TRUST
DATED DECEMBER 22, 1993
On December 31, 1993, Dean Witter InterCapital Inc. ("InterCapital"), the
investment adviser and administrator to the Fund, effected an internal
reorganization pursuant to which certain administrative activities previously
performed by InterCapital will instead be performed by Dean Witter Services
Company Inc. (the "Administrator"), a wholly-owned subsidiary of InterCapital.
Accordingly, the Administration Agreement between InterCapital and the Fund has
been terminated and a new Administration Agreement between the Administrator and
the Fund has been entered into. The foregoing internal reorganization does not
result in any change of the management of the Fund's Administrator. The nature
and scope of the administrative services being provided to the Fund or any of
the fees being paid by the Fund under the new Administration Agreement are
identical to those of the previous Agreement.
December 31, 1993
