RULE 24f-2 NOTICE
For
Dean Witter Diversified Income Trust
(File No. 811-6515)
Fiscal Year for Which Notice is filed 10/31/95
Unsold balance at beginning of fiscal year
of shares of beneficial interest previously
registered under Securities Act of 1933
Number of shares registered during fiscal 21,276,001.664
year
Number of shares sold during fiscal year
pursuant to indefinite registration
*Calculation of filing fee:
(1) Sale price of shares sold during $202,174,884.21
fiscal year pursuant to indefinite
registration
(2) Purchase price of shares redeemed $94,008,382.93
during fiscal year
(3) Purchase price of shares previously $ 0
applied pursuant to Section 24e-2(a)
(4) Item (2) less item (3) $94,008,382.93
(5) Item (1) less item (4) $108,166,501.28
(6) Amount of filing fee $37,298.79
By /s/ Sheldon Curtis
Sheldon Curtis
Vice President and General Counsel
Dated: December 8, 1995
DEAN WITTER DIVERSIFIED INCOME TRUST
Two World Trade Center
New York, NY 10048
December 8, 1995
Dean Witter Diversified Income Trust
Two World Trade Center
72nd Floor
New York, NY 10048
Dear Sirs:
In connection with the public offering of shares of beneficial
interest, $.01 par value, of Dean Witter Diversified Income Trust
(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 and
validly existing under the laws of the State of Massachusetts and
that the shares of beneficial interest covered by the Rule 24f-2
Notice, dated December 8, 1995 (File No. 33-44782 and 811-6515),
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 Trust and were legally
issued, fully paid and non-assessable by the Trust.
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 requisitions of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/Sheldon Curtis
Sheldon Curtis
General Counsel
