<PAGE>
Filed Pursuant to Rule 497(e)
Registration File No.: 33-53955
SUPPLEMENT TO THE PROSPECTUS OF
DEAN WITTER MID-CAP GROWTH FUND
DATED JULY 22, 1996
The last four sentences of the first paragraph under the subsection
entitled "Portfolio Management" under the section of the Prospectus entitled
"INVESTMENT OBJECTIVE AND POLICIES" are hereby replaced by the following:
The Fund is managed within InterCapital's Growth Group, which manages 27
funds and fund portfolios with approximately $12.1 billion in assets at
December 31, 1996. Kirk Balzer, Vice President of InterCapital, a member
of InterCapital's Growth Group, has been a primary portfolio manager of
the Fund since April 1996 and has been the sole primary portfolio manager
of the Fund since December 1996. Prior to joining InterCapital in April
1996, Mr. Balzer was a portfolio manager at Chancellor Capital Management
(July 1994-March 1996) and GT Capital Management (June 1992-July 1994) and
prior thereto was a graduate student at the University of Chicago.
January 2, 1997
