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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"),
investment manager 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. ("Dean Witter
Services"), a wholly-owned subsidiary of InterCapital. Pursuant to the
reorganization, InterCapital has entered into a Services Agreement with respect
to the Fund, pursuant to which Dean Witter Services will provide certain of the
administrative services to the Fund that were previously performed directly by
InterCapital. The foregoing internal reorganization does not result in any
change of the nature and scope of the administrative services being provided to
the Fund or any of the fees being paid by the Fund for the overall services
being performed under the terms of the existing Investment Management Agreement.
December 31, 1993
