<PAGE>
SUPPLEMENT TO THE PROSPECTUS OF
DEAN WITTER MID-CAP GROWTH FUND
DATED JULY 28, 1997
The last three sentences in 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's portfolio is managed within InterCapital's Growth Group,
which manages 33 funds and fund portfolios with approximately $14.5
billion in assets as of December 31, 1997. Peter Hermann, Vice President
of InterCapital and a member of the Growth Group, has been the primary
portfolio manager of the Fund since January 1998. Prior to joining
InterCapital in March 1994, Mr. Hermann was a portfolio manager at The
Bank of New York.
January 9, 1998
