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 Diversified Income Trust
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: 33-44782
SECURITIES ACT FILE NUMBER: 811-6515
4. LAST DAY OF FISCAL YEAR FOR WHICH THIS NOTICE IS FILED: 10/31/96
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:
[ ]
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 SERIES
WHICH 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: $0.00
8. NUMBER AND AMOUNT OF SECURITIES REGISTERED DURING THE FISCAL
YEAR OTHER THAN PURSUANT TO RULE 24F-2:$0.00
<PAGE>
9. NUMBER AND AGGREGATE SALE PRICE OF SECURITIES SOLD DURING THE
FISCAL YEAR:
SHARES: 36,480,364.931 $353,997,563.74
10. NUMBER AND AGGREGATE SALE PRICE OF SECURITIES SOLD DURING THE
FISCAL YEAR IN RELIANCE UPON REGISTRATION PURSUANT TO RULE
24F-2:
SHARES: 36,480,364.931 $353,997,563.74
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: 2,052,284.983 $19,859,631.41
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):
$353,997,563.74
(ii) AGGREGATE PRICE OF SHARES ISSUED IN CONNECTION WITH
DIVIDEND REINVESTMENT PLANS (from item 11, if applicable):
$19,859,631.41
(iii) AGGREGATE PRICE OF SHARES REDEEMED OR PURCHASED DURING
THE FISCAL YEAR (if applicable): $181,450,807.98
(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): $192,406,387.17
(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)]:
$58,304.97
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:
December 11, 1996
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/ Sheldon Curtis
Sheldon Curtis
Vice President And General Counsel
DATE: December 11, 1996
DEAN WITTER DIVERSIFIED INCOME TRUST
Two World Trade Center
New York, New York 10048
December 11, 1996
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 a 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 11, 1996 (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 regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Sheldon Curtis
Sheldon Curtis
General Counsel
SC:mm/24f-2/opinion.dis
