DEAN WITTER NATIONAL MUNICIPAL TRUST
24F-2NT, 1994-10-21
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                             RULE 24f-2 NOTICE

                                    For
              
                   Dean Witter National Municipal Trust

                           (File No. 811-7163) 


Fiscal Year for Which Notice is filed                     9/30/94

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              
     year

Number of shares sold during fiscal year             3,089,135
     pursuant to indefinite registration

*Calculation of filing fee:

(1)  Sale price of shares sold during               $ 30,761,844            
  fiscal year pursuant to indefinite
registration
                            
(2)  Purchase price of shares redeemed              $ 747,063
     during fiscal year
 
(3)  Purchase price of shares previously             0      
     applied pursuant to Section 24e-2(a)

(4)  Item (2) less item (3)                         $ 747,063         

(5)  Item (1) less item (4)                         $ 30,014,781 

(6)  Amount of filing fee                           $  10,350


                         By    /s/Sheldon Curtis                 
                                  Sheldon Curtis
                              Vice President and General Counsel

Dated:  October 21, 1994  














                  DEAN WITTER INTERCAPITAL INC.
                     Two World Trade Center
                       New York, NY  10048
                  
                 


                                        October 21, 1994




Dean Witter National Municipal 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 National Municipal 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, October 21, 1994 (File No. 33-53015 and 811-7163), 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

kp:\opinion.utl



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