RULE 24f-2 NOTICE
For
Dean Witter Pacific Growth Fund Inc.
(File No. 811-6121)
Fiscal Year for Which Notice is filed 10/31/95
Unsold balance at beginning of fiscal year INAP
of shares of beneficial interest previously
registered under Securities Act of 1933
Number of shares registered during fiscal NONE
year
Number of shares sold during fiscal year 26,287,993
pursuant to indefinite registration
*Calculation of filing fee:
(1) Sale price of shares sold during $491,348,677.65
fiscal year pursuant to indefinite
registration
(2) Purchase price of shares redeemed $479,612,293.30
during fiscal year
(3) Purchase price of shares previously $0
applied pursuant to Section 24e-2(a)
(4) Item (2) less item (3) $479,612,293.30
(5) Item (1) less item (4) $ 11,736,384.35
(6) Amount of filing fee $ 4,047.03
By /s/Sheldon Curtis
Sheldon Curtis
Vice President and General Counsel
Dated: December 1, 1995
yh|24f-2\notice.pac
DEAN WITTER PACIFIC GROWTH FUND INC.
Two World Trade Center
New York, New York 10048
December 1, 1995
Dean Witter Pacific Growth Fund Inc.
Two World Trade Center
72nd Floor
New York, NY 10048
Dear Sirs:
In connection with the public offering of common shares,
$.01 par value, of Dean Witter Pacific Growth Fund Inc. ("the
Fund"), 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 Fund, that the
Fund is a corporation duly organized and validly existing under
the laws of the State of Maryland and that the common shares
covered by the Rule 24f-2 Notice, dated December 1, 1995 (File
No. 33-35541 and 811-6121), were issued and paid for in
accordance with the terms of the offering, as set forth in the
prospectus filed as part of the Registration Statement, as
amended, of the Fund and were legally issued, fully paid and non-
assessable by the Fund.
I hereby consent to the filing of this opinion as an exhibit
to the Notice pursuant to Rule 24f-2. In giving this consent, I
do not thereby admit that I am within the category of persons
whose consent is required under Section 7 of the Securities Act
of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/Sheldon Curtis
Sheldon Curtis
General Counsel
SC:yh/24f-2/opinion.pac
