RULE 24f-2 NOTICE
For
DEAN WITTER RETIREMENT SERIES
(File No. 811-6682)
Fiscal Year for Which Notice is filed 07/31/94
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 10,548,899.319
pursuant to indefinite registration
**Calculation of filing fee:
(1) Sale price of shares sold during $39,188,184.71
fiscal year pursuant to indefinite
registration
(2) Purchase price of shares redeemed $10,307,805.11
during fiscal year
(3) Purchase price of shares previously $ - 0 -
applied pursuant to Section 24e-2(a)
(4) Item (2) less item (3) $10,307,805.11
(5) Item (1) less item (4) $28,880,379.60
(6) Amount of filing fee $ 9,958.82
By /s/ Sheldon Curtis
Sheldon Curtis
Vice President and General Counsel
Dated: September 22, 1994
September 22, 1994
Dean Witter Retirement Series
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 Retirement Series (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 September 22, 1994 (File No. 811-6682), 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
SC:fr<PAGE>
