<PAGE>
Filed Pursuant to Rule 497(e)
Registration File No.: 33-81012
<PAGE>
SUPPLEMENT TO THE PROSPECTUS OF
TCW/DW TOTAL RETURN TRUST
DATED SEPTEMBER 26 , 1996
The second paragraph under the section "Investment Objective and Policies"
on page 6 of the Prospectus is amended to read as follows:
The Fund seeks to achieve its investment objective by investing under
normal circumstances at least 65% of its total assets in equity and
equity-related securities of domestic and foreign issuers. The equity and
equity-related securities in which the Fund may invest include common
stocks and convertible securities such as investment grade convertible
bonds, notes, debentures, preferred stocks or other securities
convertible into common stock. The Fund may invest up to 5% of its total
assets in convertible securities rated below investment grade.
The following four sentences have been added after the first sentence of
the seventh paragraph under the section "Investment Objective and Policies"
on page 6 of the Prospectus:
Additionally, with respect to 5% of its total assets, the Fund may
invest in convertible securities rated below investment grade by Moody's
or S&P. Lower rated fixed-income securities are considered to be
speculative investments and while producing higher yields than investment
grade securities, are subject to greater credit risks. See the Statement of
Additional Information for a discussion of lower rated fixed-income
securities. If a convertible security held by the Fund is rated BBB or
Baa and is subsequently downgraded by a rating agency, or otherwise falls
below investment grade and, if more than 5% of the Fund's total assets
invested in convertible securities are below investment grade, the Fund
will sell such securities as soon as is practicable without undue market
or tax consequences to the Fund.
October 25, 1996
<PAGE>
SUPPLEMENT TO THE STATEMENT OF ADDITIONAL INFORMATION OF
TCW/DW TOTAL RETURN TRUST
DATED SEPTEMBER 26, 1996
The following section is added in its entirety to the section "Investment
Practices and Policies" on page 12 of the Statement of Additional
Information.
LOWER RATED CONVERTIBLE SECURITIES
As stated in the Prospectus, the Fund may invest up to 5% of its net
assets in lower rated convertible securities, sometimes referred to as high
yield securities. Because of the special nature of high yield securities, the
Investment Adviser must take account of certain special considerations in
assessing the risks associated with such investments. Although the growth of
the high yield securities market in the 1980s had paralleled a long economic
expansion, since that time many issuers have been affected by adverse
economic and market conditions. It should be recognized that an economic
downturn or increase in interest rates is likely to have a negative effect on
the high yield bond market and on the value of the high yield securities held
by the Fund, as well as on the ability of the securities' issuers to repay
principal and interest on their borrowings.
The prices of high yield securities have been found to be less sensitive
to changes in prevailing interest rates than higher-rated investments. but
are likely to be more sensitive to adverse economic changes or individual
corporate developments. During an economic downturn or substantial period of
rising interest rates, highly leveraged issuers may experience financial
stress which would adversely affect their ability to service their principal
and interest payment obligations, to meet their projected business goals or
to obtain additional financing. If the issuer of a fixed-income security
owned by the Fund defaults, the Fund may incur additional expenses to seek
recovery. In addition, periods of economic uncertainty and change can be
expected to result in an increased volatility of market prices of high yield
securities and a concomitant volatility in the net asset value of a share of
the Fund.
The secondary market for high yield securities may be less liquid than the
markets for higher quality securities and, as such, may have an adverse
effect on the market prices of certain securities. The limited liquidity of
the market may also adversely affect the ability of the Fund's Trustees to
arrive at a fair value for certain high yield securities at certain times and
could make it difficult for the Fund to sell certain securities.
Current laws and proposed new laws may have a potential negative impact on
the market for high yield bonds. For example, legislation requires
federally-insured savings and loan associations to divest their investments
in high yield bonds. This legislation and other proposed legislation may have
an adverse effect upon the value of high yield securities and a concomitant
negative impact upon the net asset value of a share of the Fund.
October 25, 1996
