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:
TCW\DW SmallCap Growth Fund
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: 33-48765
SECURITIES ACT FILE NUMBER: 811-6711
4. LAST DAY OF FISCAL YEAR FOR WHICH THIS NOTICE IS FILED: 02/29/96
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:
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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:
8. NUMBER AND AMOUNT OF SECURITIES REGISTERED DURING THE FISCAL
YEAR OTHER THAN PURSUANT TO RULE 24F-2:<PAGE>
9. NUMBER AND AGGREGATE SALE PRICE OF
SECURITIES SOLD DURING THE FISCAL YEAR:
SHARES: 4,601,760 $63,324,377
10. NUMBER AND AGGREGATE SALE PRICE OF SECURITIES SOLD DURING THE
FISCAL YEAR IN RELIANCE UPON REGISTRATION PURSUANT TO RULE 24F-2:
SHARES: 4,601,760 $63,324,377
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: 0 $ 0
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):
$63,324,377
(ii) AGGREGATE PRICE OF SHARES ISSUED IN CONNECTION WITH
DIVIDEND REINVESTMENT PLANS (from item 11, if applicable):
$ 0
(iii) AGGREGATE PRICE OF SHARES REDEEMED OR PURCHASED DURING
THE FISCAL YEAR (if applicable): ($29,246,086)
(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): $34,078,291
(vi) MULTIPLIER PRESCRIBED BY SECTION 6(B) OF THE SECURITIES
ACT OF 1933 OR OTHER APPLICABLE LAW OR REGULATION (see
instruction C.6): 1/2900
(vii) FEE DUE [line (i) or line (v) multiplied by line (vi)]:
$11,751.13
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).
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DATE OF MAILING OR WIRE TRANSFER OF FILING FEES TO THE
COMMISSION'S LOCKBOX DEPOSITORY:
March 28, 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: March 29, 1996
TCW\DW SMALLCAP GROWTH FUND
TWO World Trade Center
New York, New York 10048
March 28, 1996
TCW\DW SmallCap Growth Fund
Two World Trade Center
New York, NY 10048
Dear Sirs:
In connection with the public offering of shares of beneficial
interest, $.01 par value, of TCW\DW SmallCap Growth Fund (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, March 28, 1996 (File No. 33-48765 and 811-6711), 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
mm\24f-2\opinion.smc
