RULE 24f-2 NOTICE
For
Dean Witter Mid-Cap Growth Fund
(File No. 811-7179)
Fiscal Year for Which Notice is filed 05/31/95
Unsold balance at beginning of fiscal year none
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 13,151,977
pursuant to indefinite registration
*Calculation of filing fee:
(1) Sale price of shares sold during $ 133,121,351
fiscal year pursuant to indefinite
registration
(2) Purchase price of shares redeemed $ 26,147,315
during fiscal year
(3) Purchase price of shares previously $ 0
applied pursuant to Section 24e-2(a)
(4) Item (2) less item (3) $ 26,147,315
(5) Item (1) less item (4) $ 106,974,036
(6) Amount of filing fee $ 36,887.94
By /s/ Sheldon Curtis
Sheldon Curtis
Vice President and General Counsel
Dated: July 13, 1995
DEAN WITTER MID-CAP GROWTH FUND
Two World Trade Center
New York, NY 10048
July 13, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Dear Sirs:
In connection with the public offering of shares of beneficial
interest, $.01 par value, of Dean Witter Mid-Cap 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, July 13, 1995 (File No. 33-53955 and 811-7179), 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
Vice President and
Secretary
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