DEAN WITTER BALANCED INCOME FUND
N-30D, 1997-03-27
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<PAGE>

                                                 Registration File No: 33-56851
DEAN WITTER BALANCED INCOME FUND    
LETTER TO THE SHAREHOLDERS January 31, 1997 

                               Two World Trade Center, New York, New York 10048 

DEAR SHAREHOLDER: 

During the twelve-month period ended January 31, 1997, interest rates on 
intermediate-term U.S. Treasury securities were highly volatile. In early 
1996, interest rates rose as economic data supported the perception that the 
economy had begun to accelerate. Fueled by consumer demand and reinvigorated 
by low mortgage rates, rebates and various incentives by the auto dealers, 
retail sales and housing starts soared. Declining inventories, combined with 
strong employment data, caused considerable consternation about a quickly 
rebounding economy and a possible inflation surge. By September, however, 
evidence of a moderating economy and the perception that the Federal Reserve 
Board would not take any immediate action to slow the economy enabled 
interest rates to decline rather sharply and quickly. This sentiment was 
short-lived as the economy again displayed signs of strength in December, 
resulting in rising interest rates. 

Despite two minor stock market corrections, the first in June/July and the 
second in October, the period under review was another impressive year for 
the stock market, with the Dow Jones Industrial Average (DJIA) ending the 
year over 6800. The Standard & Poor's 500 Composite Stock Index (S&P 500) was 
also strong, advancing 29.34 percent for the year, with large-capitalization 
stocks outperforming small-cap stocks by a wide margin. 

PERFORMANCE AND PORTFOLIO STRATEGY 

Against this backdrop, Dean Witter Balanced Income Fund produced a total 
return of 7.82 percent for the twelve-month period ended January 31, 1997. 
During the same period, the Lipper Income Funds Index produced a return of 
12.08 percent, while the S&P 500 Index and Lehman Brothers 
Government/Corporate Bond Index returned 29.34 percent and 2.39 percent, 
respectively. The accompanying chart illustrates the growth of a hypothetical 
$10,000 investment in the Fund from inception (March 28, 1995) through 
January 31, 1997, versus a similar investment in the issues that comprise the 
S&P 500 Index, Lehman Brothers Government/Corporate Bond Index and the Lipper 
Income Funds Index. 

<PAGE>

DEAN WITTER BALANCED INCOME FUND 
LETTER TO THE SHAREHOLDERS January 31, 1997, continued 

On January 31, 1997, the Fund's net assets totaled more than $48 million, 
with approximately 67 percent invested in fixed-income securities and 35 
percent in equities. Over the course of the past twelve months, and as cash 
flows permitted, the Fund purchased current-coupon mortgage-backed securities 
at attractive levels, enhancing the Fund's potential for higher total 
returns. At the end of the fiscal year, approximately 70 percent of the 
Fund's fixed-income component was invested in mortgage-backed securities, 16 
percent in U.S. Treasury securities, 9 percent in U.S. agency obligations and 
5 percent in money market instruments. 

At the end of the period under review, the Fund's equity component was well 
diversified among twenty-five stocks representing twenty-one different 
industry groups. Six new common stock positions were added to the equity 
portfolio during the year: General Motors Corp. (automotive), Banc One Corp. 
(banking), May Department Stores Co. (retail), Timken Co. (manufacturing), 
American Brands, Inc. (tobacco) and General Public Utilities Corp. 
(utilities). 

LOOKING AHEAD 

We expect the U.S. economy to maintain a slow-to-moderate pace for 1997, with 
inflation remaining at a level similar to 1996. Before taking action to slow 
the economy, the Federal Reserve Board is likely to look for sustained 
confirmation of rising inflation and a strong economy. 

We appreciate your support of Dean Witter Balanced Income Fund and look 
forward to continuing to serve your investment needs and objectives. 

Very truly yours, 


/s/ Charles A. Fiumefreddo 

CHARLES A. FIUMEFREDDO 
Chairman of the Board 



<PAGE>


DEAN WITTER BALANCED INCOME FUND

                           GROWTH OF $10,000
         DATE        TOTAL      S&P 500      LEHMAN IX     LIPPER
============================================================================
March 28, 1995      $10,000     $10,000      $10,000      $10,000
============================================================================
January 31, 1996    $11,693     $12,912      $11,429      $11,928
============================================================================
January 31, 1997    $12,608(2)  $16,313      $11,702      $13,369
============================================================================

                         AVERAGE ANNUAL TOTAL RETURNS
                         ONE YEAR       LIFE OF FUND
              =================================================
                         7.82 (1)         13.36 (1)
              =================================================

===========================================================================
_______ Fund ________ S&P 500 (3) ______ Lehman (4) _______ Lipper (5)
===========================================================================



Past performance is not predictive of future returns.
- ------------------------------------------------------

(1)  Figure shown assumes reinvestment of all distributions.  There is no
     front-end or contingent deferred sales charge.

(2)  Closing value, assuming a complete redemption on January 31, 1997.

(3)  The Standard & Poor's 500 Composite Stock Price Index (S&P 500) is a
     broad-based index, the performance of which is based on the average
     performance of 500 widely held common stocks. The performance of the
     index does not include any expenses, fees or charges. The Index is
     unmanaged and should not be considered an investment.

(4)  The Lehman Brothers Government/Corporate Bond Index tracks the performance
     of government and corporate obligations, including U.S. government agency
     and U.S. treasury securities and corporate and yankee bonds, with 
     maturities of one to ten years.  The performance of the index does not 
     include any expenses, fees or charges.  The Index is unmanaged and should 
     not be considered an investment.

(5)  The Lipper Income Funds Index is an equally-weighted performance
     index of the largest qualifying funds (based on net assets) in the
     Lipper Income Funds objective. The Index, which is adjusted for
     capital gains distributions and income dividends, is unmanaged and
     should not be considered an investment. There are currently 10 funds
     represented in this Index.



<PAGE>

DEAN WITTER BALANCED INCOME FUND 
PORTFOLIO OF INVESTMENTS January 31, 1997 

<TABLE>
<CAPTION>
NUMBER OF 
  SHARES                                                           VALUE 
- ----------------------------------------------------------------------------- 
<S>          <C>                                                <C>
             COMMON STOCKS (34.5%) 
             Aerospace & Defense (1.4%) 
14,900       Raytheon Co. .....................................  $   683,537 
                                                                ------------- 
             Aluminum (1.4%) 
 9,500       Aluminum Co. of America ..........................      655,500 
                                                                ------------- 
             Automotive (2.6%) 
20,000       Ford Motor Co. ...................................      642,500 
10,800       General Motors Corp.  ............................      637,200 
                                                                ------------- 
                                                                   1,279,700 
                                                                ------------- 
             Banking (2.9%) 
15,400       Banc One Corp. ...................................      698,775 
 6,300       BankAmerica Corp. ................................      703,238 
                                                                ------------- 
                                                                   1,402,013 
                                                                ------------- 
             Beverages - Soft Drinks (1.4%) 
19,200       PepsiCo Inc.  ....................................      669,600 
                                                                ------------- 
             Chemicals (1.4%) 
 6,200       Du Pont (E.I.) de Nemours & Co., Inc.  ...........      679,675 
                                                                ------------- 
             Computer Equipment (1.4%) 
 4,250       International Business Machines Corp. ............      668,313 
                                                                ------------- 
             Conglomerates (1.3%) 
16,300       Tenneco, Inc. ....................................      652,000 
                                                                ------------- 
             Drugs & Healthcare (1.4%) 
 5,400       Bristol-Myers Squibb Co. .........................      685,800 
                                                                ------------- 
             Electric - Major (1.4%) 
 6,400       General Electric Co.  ............................      659,200 
                                                                ------------- 
             Foods (1.4%) 
13,400       ConAgra, Inc.  ...................................      676,700 
                                                                ------------- 
             Machinery - Agricultural (1.4%) 
15,800       Deere & Co. ......................................      675,450 
                                                                ------------- 
             Manufacturing - Diversified (1.5%) 
13,700       Timken Co. .......................................      705,550 
                                                                ------------- 
             Natural Gas (1.4%) 
16,300       Enron Corp. ......................................      672,375 
                                                                ------------- 
             Oil - Domestic (1.4%) 
 5,100       Atlantic Richfield Co.  ..........................      674,475 
                                                                ------------- 
             Paper & Forest Products (1.4%) 
14,600       Weyerhaeuser Co. .................................      664,300 
                                                                ------------- 
             Railroads (1.4%) 
13,900       CSX Corp. ........................................      674,150 
                                                                ------------- 
             Retail (2.8%) 
18,000       Dayton-Hudson Corp.  .............................      677,250 
14,800       May Department Stores Co.  .......................      658,600 
                                                                ------------- 
                                                                   1,335,850 
                                                                ------------- 
             Telecommunications (1.4%) 
17,100       Sprint Corp. .....................................  $    696,825 
                                                                ------------- 
             Tobacco (1.4%) 
13,000       American Brands, Inc. ............................      663,000 
                                                                ------------- 
             Utilities - Electric (2.4%) 
20,200       General Public Utilities Corp.  ..................      676,700 
21,900       PG & E Corp. .....................................      498,225 
                                                                ------------- 
                                                                   1,174,925 
                                                                ------------- 
             TOTAL COMMON STOCKS 
             (Identified Cost $14,086,772) ....................   16,648,938 
                                                                ------------- 
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
 PRINCIPAL 
 AMOUNT IN 
 THOUSANDS 
- ----------- 
<S>         <C>                                                   <C>
            U.S. GOVERNMENT & AGENCY 
            OBLIGATIONS (64.1%) 
            Federal National Mortgage Assoc. 
$  968        6.00% due 02/01/11  .............................     932,419 
 1,913        6.50% due 03/01/11 - 05/01/11 ...................   1,879,399 
 2,875        7.00% due 08/01/25 - 12/01/26 ...................   2,814,278 
 4,517        7.50% due 08/01/23 - 01/01/27 ...................   4,520,991 
 1,000        7.50%* ..........................................   1,000,937 
 1,816        8.00% due 05/01/24 - 07/01/26 ...................   1,852,453 
            Government National 
              Mortgage Assoc. I 
 1,877        7.00% due 09/15/23 - 08/15/25 ...................   1,838,079 
 3,959        7.50% due 08/15/25 - 10/15/26 ...................   3,967,698 
 1,952        8.00% due 06/15/26 - 07/15/26 ...................   1,995,458 
            Government National 
              Mortgage Assoc. II 
 1,999        7.00% due 02/20/26 ..............................   1,950,831 
            Resolution Funding Corp. 
              Coupon Strips 
 5,500        0.00% due 04/15/04 - 01/15/08 ...................   2,995,010 
              U.S. Treasury Notes 
 1,500        5.875% due 06/30/00 .............................   1,487,655 
   500        6.875% due 03/31/00 .............................     510,670 
   200        7.125% due 02/29/00 .............................     205,622 
            U.S. Treasury Strips 
 1,000        0.00% due 11/15/97 ..............................     958,560 
 3,500        0.00% due 11/15/04 -02/15/07 ....................   2,030,585 
                                                                ------------ 
            TOTAL U.S. GOVERNMENT &
              AGENCY OBLIGATIONS 
              (Identified Cost $31,130,244)  ..................  30,940,645 
                                                                ------------ 
</TABLE>

                       SEE NOTES TO FINANCIAL STATEMENTS
<PAGE>

DEAN WITTER BALANCED INCOME FUND 
PORTFOLIO OF INVESTMENTS January 31, 1997 

<TABLE>
<CAPTION>
 PRINCIPAL 
 AMOUNT IN 
 THOUSANDS                                                          VALUE 
- ----------------------------------------------------------------------------- 
<S>         <C>                                                   <C>
            SHORT-TERM INVESTMENTS (3.1%) 
            U.S. GOVERNMENT AGENCY (a) (2.8%) 
$1,400      Federal Home Loan 
              Mortgage Corp. 
              5.48% due 02/03/97 
              (Amortized Cost $1,399,574) .....................   $1,399,574 
                                                                ------------- 
            REPURCHASE AGREEMENT (0.3%) 
   137      The Bank of New York 5.25% 
              due 02/03/97 (dated 01/31/97; 
              proceeds $136,813; 
              collateralized by $138,437 U.S.
              Treasury Note 5.375% due 
              11/30/97 valued at $139,488)
              (Identified Cost $136,753) ......................      136,753 
                                                                ------------- 
            TOTAL SHORT-TERM 
            INVESTMENTS 
             (Identified Cost $1,536,327)  ....................    1,536,327 
                                                                ------------- 
</TABLE>

<TABLE>
<CAPTION>
<S>                                  <C>       <C>
TOTAL INVESTMENTS 
(Identified Cost $46,753,343)(b)  .   101.7%    49,125,910 
LIABILITIES IN EXCESS OF OTHER 
ASSETS.............................    (1.7)      (841,969) 
                                    --------  ------------ 
NET ASSETS.........................   100.0%   $48,283,941 
                                    ========  ============ 
</TABLE>

- -------------------
*      Security was purchased on a forward commitment basis with an 
       approximate principal amount and no definite maturity date; the actual 
       principal amount and maturity date will be determined upon settlement. 

(a)    Security was purchased on a discount basis. The interest rate shown has 
       been adjusted to reflect a money market equivalent yield. 

(b)    The aggregate cost for federal income tax purposes approximates 
       identified cost. The aggregate gross unrealized appreciation is 
       $2,896,685 and the aggregate gross unrealized depreciation is $524,118, 
       resulting in net unrealized appreciation of $2,372,567. 

                       SEE NOTES TO FINANCIAL STATEMENTS
<PAGE>

DEAN WITTER BALANCED INCOME FUND 
FINANCIAL STATEMENTS 

STATEMENT OF ASSETS AND LIABILITIES 
JANUARY 31, 1997 

<TABLE>
<CAPTION>
<S>                                                                       <C>
ASSETS: 
Investments in securities, at value 
 (identified cost $46,753,343) .......................................    $49,125,910 
Receivable for: 
  Shares of beneficial interest sold .................................        224,801 
  Interest ...........................................................        160,763 
  Dividends ..........................................................         34,047 
Deferred organizational expenses .....................................        107,189 
Receivable from affiliate ............................................          7,360 
Prepaid expenses .....................................................         14,620 
                                                                        ------------- 
  TOTAL ASSETS .......................................................     49,674,690 
                                                                        ------------- 
LIABILITIES: 
Payable for: 
  Investments purchased ..............................................      1,187,879 
  Shares of beneficial interest repurchased ..........................         84,649 
  Plan of distribution fee ...........................................         39,995 
  Investment management fee ..........................................         23,997 
Accrued expenses .....................................................         54,229 
                                                                        ------------- 
  TOTAL LIABILITIES ..................................................      1,390,749 
                                                                        ------------- 
NET ASSETS: 
Paid-in-capital ......................................................     45,318,925 
Net unrealized appreciation ..........................................      2,372,567 
Accumulated undistributed net investment income ......................        182,960 
Accumulated undistributed net realized gain ..........................        409,489 
                                                                        ------------- 
  NET ASSETS .........................................................    $48,283,941 
                                                                        ============= 
NET ASSET VALUE PER SHARE, 
 4,172,289 shares outstanding (unlimited shares authorized of $.01 
 par value) ..........................................................    $     11.57 
                                                                        ============= 

</TABLE>

                       SEE NOTES TO FINANCIAL STATEMENTS
<PAGE>

DEAN WITTER BALANCED INCOME FUND 
FINANCIAL STATEMENTS, continued 

STATEMENT OF OPERATIONS 
FOR THE YEAR ENDED JANUARY 31, 1997 

<TABLE>
<CAPTION>
<S>                                        <C>
NET INVESTMENT INCOME: 
INCOME 
Interest ..............................    $1,757,953 
Dividends .............................       402,925 
                                         ------------ 
  TOTAL INCOME ........................     2,160,878 
                                         ------------ 
EXPENSES 
Plan of distribution fee ..............       402,411 
Investment management fee .............       241,446 
Professional fees .....................        55,997 
Shareholder reports and notices  ......        53,384 
Registration fees .....................        36,140 
Organizational expenses ...............        34,115 
Transfer agent fees and expenses  .....        25,620 
Custodian fees ........................        17,131 
Trustees' fees and expenses ...........         9,153 
Other .................................         4,408 
                                         ------------ 
  TOTAL EXPENSES ......................       879,805 
  LESS: AMOUNTS WAIVED/REIMBURSED  ....      (124,322) 
                                         ------------ 
  NET EXPENSES ........................       755,483 
                                         ------------ 
  NET INVESTMENT INCOME ...............     1,405,395 
                                         ------------ 
NET REALIZED AND UNREALIZED GAIN: 
Net realized gain .....................     1,379,439 
Net change in unrealized appreciation         524,495 
                                         ------------ 
  NET GAIN ............................     1,903,934 
                                         ------------ 
NET INCREASE ..........................    $3,309,329 
                                         ============ 
</TABLE>

                       SEE NOTES TO FINANCIAL STATEMENTS
<PAGE>

DEAN WITTER BALANCED INCOME FUND 
FINANCIAL STATEMENTS, continued 

STATEMENT OF CHANGES IN NET ASSETS 

<TABLE>
<CAPTION>
                                                                       FOR THE PERIOD 
                                                      FOR THE YEAR    MARCH 28, 1995* 
                                                         ENDED            THROUGH 
                                                    JANUARY 31, 1997  JANUARY 31, 1996 
- ---------------------------------------------------------------------------------------
<S>                                                   <C>               <C>
INCREASE (DECREASE) IN NET ASSETS: 
OPERATIONS: 
Net investment income ............................    $ 1,405,395          $   710,144 
Net realized gain ................................      1,379,439               42,559 
Net change in unrealized appreciation ............        524,495            1,848,072 
                                                      -----------          ----------- 
  NET INCREASE ...................................      3,309,329            2,600,775 
                                                      -----------          ----------- 
DIVIDENDS AND DISTRIBUTIONS FROM: 
Net investment income ............................     (1,398,284)            (568,410) 
Net realized gain ................................     (1,001,490)             (11,019) 
                                                      -----------          ----------- 
  TOTAL ..........................................     (2,399,774)            (579,429) 
                                                      -----------          ----------- 
Net increase from transactions in shares of 
 beneficial interest .............................     16,122,042           29,130,998 
                                                      -----------          ----------- 
  NET INCREASE ...................................     17,031,597           31,152,344 
NET ASSETS: 
Beginning of period ..............................     31,252,344              100,000 
                                                      -----------          ----------- 
  END OF PERIOD 
  (Including undistributed net investment income 
  of $182,960 and $141,734, respectively)  .......    $48,283,941          $31,252,344 
                                                      ===========          =========== 
</TABLE>

- -------------------
*   Commencement of operations. 

                       SEE NOTES TO FINANCIAL STATEMENTS
<PAGE>

DEAN WITTER BALANCED INCOME FUND 
NOTES TO FINANCIAL STATEMENTS January 31, 1997 


1. ORGANIZATION AND ACCOUNTING POLICIES 

Dean Witter Balanced Income Fund (the "Fund") is registered under the 
Investment Company Act of 1940, as amended (the "Act"), as a diversified, 
open-end management investment company. The Fund's investment objective is to 
provide current income and moderate capital growth. The Fund seeks to achieve 
its objective by investing in investment grade fixed income securities and, 
to a lesser extent, common stock of companies which have a record of paying 
dividends and, have the potential for increasing dividends and securities 
convertible into common stock. The Fund was organized as a Massachusetts 
business trust on November 23, 1994 and had no operations other than those 
relating to organizational matters and the issuance of 10,000 shares of 
beneficial interest for $100,000 to Dean Witter InterCapital Inc. (the 
"Investment Manager") to effect the Fund's initial capitalization. The Fund 
commenced operations on March 28, 1995. 

The preparation of financial statements in accordance with generally accepted 
accounting principles requires management to make estimates and assumptions 
that affect the reported amounts and disclosures. Actual results could differ 
from those estimates. 

The following is a summary of significant accounting policies: 

A. VALUATION OF INVESTMENTS -- (1) an equity security listed or traded on the 
New York, American or other domestic or foreign stock exchange is valued at 
its latest sale price on that exchange prior to the time when assets are 
valued; if there were no sales that day, the security is valued at the latest 
bid price (in cases where securities are traded on more than one exchange; 
the securities are valued on the exchange designated as the primary market 
pursuant to procedures adopted by the Trustees); (2) all other portfolio 
securities for which over-the-counter market quotations are readily available 
are valued at the latest available bid price prior to the time of valuation; 
(3) when market quotations are not readily available, including circumstances 
under which it is determined by the Investment Manager that sale or bid 
prices are not reflective of a security's market value, portfolio securities 
are valued at their fair value as determined in good faith under procedures 
established by and under the general supervision of the Trustees (valuation 
of debt securities for which market quotations are not readily available may 
be based upon current market prices of securities which are comparable in 
coupon, rating and maturity or an appropriate matrix utilizing similar 
factors); (4) certain portfolio securities may be valued by an outside 
pricing service approved by the Trustees. The pricing service may utilize a 
matrix system incorporating security quality, maturity and coupon as the 
evaluation model parameters, and/or research and evaluations by staff, 
including review of broker-dealer market price quotations, if available, in 
determining what it believes is the fair valuation of the securities valued 
by such pricing service; and (5) short-term debt 

<PAGE>

DEAN WITTER BALANCED INCOME FUND 
NOTES TO FINANCIAL STATEMENTS January 31, 1997, continued 


securities having a maturity date of more than sixty days at time of purchase 
are valued on a mark-to-market basis until sixty days prior to maturity and 
thereafter at amortized cost based on their value on the 61st day. Short-term 
debt securities having a maturity date of sixty days or less at the time of 
purchase are valued at amortized cost. 

B. ACCOUNTING FOR INVESTMENTS -- Security transactions are accounted for on 
the trade date (date the order to buy or sell is executed). Realized gains 
and losses on security transactions are determined by the identified cost 
method. Discounts are accreted over the life of the respective securities. 
Dividend income and other distributions are recorded on the ex-dividend date. 
Interest income is accrued daily. 

C. FEDERAL INCOME TAX STATUS -- It is the Fund's policy to comply with the 
requirements of the Internal Revenue Code applicable to regulated investment 
companies and to distribute all of its taxable income to its shareholders. 
Accordingly, no federal income tax provision is required. 

D. DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS -- The Fund records dividends 
and distributions to its shareholders on the ex-dividend date. The amount of 
dividends and distributions from net investment income and net realized 
capital gains are determined in accordance with federal income tax 
regulations which may differ from generally accepted accounting principles. 
These "book/tax" differences are either considered temporary or permanent in 
nature. To the extent these differences are permanent in nature, such amounts 
are reclassified within the capital accounts based on their federal tax-basis 
treatment; temporary differences do not require reclassification. Dividends 
and distributions which exceed net investment income and net realized capital 
gains for financial reporting purposes but not for tax purposes are reported 
as dividends in excess of net investment income or distributions in excess of 
net realized capital gains. To the extent they exceed net investment income 
and net realized capital gains for tax purposes, they are reported as 
distributions of paid-in-capital. 

E. ORGANIZATIONAL EXPENSES -- The Investment Manager paid the organizational 
expenses of the Fund in the amount of approximately $170,000 of which 
approximately $136,000 have been reimbursed. Such expenses have been deferred 
and are being amortized on the straight-line method over a period not to 
exceed five years from the commencement of operations. 

2. INVESTMENT MANAGEMENT AGREEMENT 

Pursuant to an Investment Management Agreement, the Fund pays the Investment 
Manager a management fee, accrued daily and payable monthly, by applying the 
annual rate of 0.60% to the net assets of the Fund determined as of the close 
of each business day. 

<PAGE>

DEAN WITTER BALANCED INCOME FUND 
NOTES TO FINANCIAL STATEMENTS January 31, 1997, continued 


Under the terms of the Agreement, in addition to managing the Fund's 
investments, the Investment Manager maintains certain of the Fund's books and 
records and furnishes, at its own expense, office space, facilities, 
equipment, clerical, bookkeeping and certain legal services and pays the 
salaries of all personnel, including officers of the Fund who are employees 
of the Investment Manager. The Investment Manager also bears the cost of 
telephone services, heat, light, power and other utilities provided to the 
Fund. 

The Investment Manager assumed all operating expenses and waived the 
compensation provided for in its Investment Management Agreement until April 
1, 1996. The management fee waived and other expenses assumed by the 
Investment Manager approximated $34,000 and $90,000, respectively, for the 
period February 1, 1996 through March 31, 1996. At January 31, 1997, included 
in the Statement of Assets and Liabilities is a receivable from an affiliate 
which represents expense reimbursements due to the Fund. 

3. PLAN OF DISTRIBUTION 

Dean Witter Distributors Inc. (the "Distributor"), an affiliate of the 
Investment Manager, is the distributor of the Fund's shares and, in 
accordance with a Plan of Distribution (the "Plan") pursuant to Rule 12b-1 
under the Act, finances certain expenses in connection therewith. 

Under the Plan, the Distributor bears the expense of all promotional and 
distribution related activities on behalf of the Fund, except for expenses 
that the Trustees determine to reimburse, as described below. The following 
activities and services may be provided by the Distributor, Dean Witter 
Reynolds Inc. ("DWR"), an affiliate of the Distributor and Investment 
Manager, its affiliates and other selected broker-dealers under the Plan: (1) 
compensation to, and expenses of, account executives of DWR and other 
selected broker-dealers and other employees, including overhead and telephone 
expenses; (2) sales incentives and bonuses to sales representatives and to 
marketing personnel in connection with promoting sales of the Fund's shares; 
(3) expenses incurred in connection with promoting sales of the Fund's 
shares; (4) preparing and distributing sales literature; and (5) providing 
advertising and promotional activities, including direct mail solicitation 
and television, radio, newspaper, magazine and other media advertisements. 

The Fund is authorized to reimburse the Distributor for specific expenses the 
Distributor incurs or plans to incur in promoting the distribution of the 
Fund's shares. The amount of each monthly reimbursement payment may in no 
event exceed an amount equal to a payment at the annual rate of 1.0% of the 
Fund's average daily net assets during the month. Expenses incurred by the 
Distributor pursuant to the Plan in any fiscal year in excess of 1.0% will 
not be reimbursed by the Fund through payments accrued in any subsequent 
fiscal year. For the year ended January 31, 1997, the distribution fee was 
accrued at the annual rate of 1.0%. 

<PAGE>

DEAN WITTER BALANCED INCOME FUND 
NOTES TO FINANCIAL STATEMENTS January 31, 1997, continued 


4. SECURITY TRANSACTIONS AND TRANSACTIONS WITH AFFILIATES 

The cost of purchases and proceeds from sales of portfolio securities, 
excluding short-term investments, for the year ended January 31, 1997 
aggregated $23,987,093 and $8,303,674, respectively. Included in the 
aforementioned are purchases and sales of U.S. Government securities of 
$14,544,915 and $2,030,132, respectively. 

For the year ended January 31, 1997, the Fund incurred brokerage commissions 
of $11,362 with DWR for portfolio transactions executed on behalf of the 
Fund. At January 31, 1997, the Fund's payable for investments purchased 
included unsettled trades with DWR of $151,965. 

Dean Witter Trust Company, an affiliate of the Investment Manager and 
Distributor, is the Fund's transfer agent. At January 31, 1997, the Fund had 
transfer agent fees and expenses payable of approximately $2,100. 

5. SHARES OF BENEFICIAL INTEREST 

Transactions in shares of beneficial interest were as follows: 

<TABLE>
<CAPTION>
                                                                                   FOR THE PERIOD 
                                                      FOR THE YEAR                MARCH 28, 1995* 
                                                          ENDED                       THROUGH 
                                                    JANUARY 31, 1997              JANUARY 31, 1996 
                                              -----------------------------  -------------------------- 
                                                 SHARES          AMOUNT        SHARES        AMOUNT 
                                              -------------  --------------  -----------  ------------- 
<S>                                           <C>            <C>             <C>          <C>
Sold ........................................     3,385,851    $ 38,558,587    3,181,539    $33,881,688 
Reinvestment of dividends and distributions .       172,485       1,958,907       42,146        454,527 
                                              -------------  --------------  -----------  ------------- 
                                                  3,558,336      40,517,494    3,223,685     34,336,215 
Repurchased .................................    (2,142,627)    (24,395,452)    (477,105)    (5,205,217) 
                                              -------------  --------------  -----------  ------------- 
Net increase ................................     1,415,709    $ 16,122,042    2,746,580    $29,130,998 
                                              =============  ==============  ===========  ============= 
</TABLE>

- -------------------
*   Commencement of operations. 

6. FEDERAL INCOME TAX STATUS 

As of January 31, 1997, the Fund had permanent book/tax differences 
attributable to nondeductible organizational expenses. To reflect 
reclassifications arising from permanent book/tax differences for the year 
ended January 31, 1997, paid-in-capital was charged and accumulated 
undistributed net investment income was credited $34,115. 

<PAGE>

DEAN WITTER BALANCED INCOME FUND 
FINANCIAL HIGHLIGHTS 


Selected ratios and per share data for a share of beneficial interest 
outstanding throughout each period: 

<TABLE>
<CAPTION>
                                                            FOR THE PERIOD 
                                           FOR THE YEAR    MARCH 28, 1995* 
                                              ENDED            THROUGH 
                                         JANUARY 31, 1997  JANUARY 31, 1996 
- --------------------------------------------------------------------------- 
<S>                                      <C>               <C>
PER SHARE OPERATING PERFORMANCE: 
Net asset value, beginning of period ...      $ 11.34           $ 10.00 
                                         ----------------  ---------------- 
Net investment income ..................         0.36              0.38 
Net realized and unrealized gain .......         0.50              1.30 
                                         ----------------  ---------------- 
Total from investment operations .......         0.86              1.68 
                                         ----------------  ---------------- 
Less dividends and distributions from: 
 Net investment income..................        (0.38)            (0.33) 
 Net realized gain......................        (0.25)            (0.01) 
                                         ----------------  ---------------- 
Total dividends and distributions ......        (0.63)            (0.34) 
                                         ----------------  ---------------- 
Net asset value, end of period .........      $ 11.57           $ 11.34 
                                         ================  ================ 
TOTAL INVESTMENT RETURN+................         7.82%            16.93%(1) 
RATIOS TO AVERAGE NET ASSETS: 
Expenses................................         1.88%(3)            --%(2)(3) 
Net investment income...................         3.49%(3)          5.27%(2)(3) 
SUPPLEMENTAL DATA: 
Net assets, end of period, in 
 thousands..............................      $48,284           $31,252 
Portfolio turnover rate.................           21%                3%(1) 
Average commission rate paid ...........      $0.0515                -- 
</TABLE>

- --------------
 *     Commencement of operations. 
 +     Calculated based on the net asset value as of the last business day of 
       the period. 
(1)    Not annualized. 
(2)    Annualized. 
(3)    If the Investment Manager had not reimbursed expenses and waived the 
       management fee, the annualized expense and net investment income ratios 
       would have been 2.69% and 2.58%, respectively, for the period ended 
       January 31, 1996, and 2.19% and 3.18%, respectively, for the year ended 
       January 31, 1997. 

                       SEE NOTES TO FINANCIAL STATEMENTS
<PAGE>

DEAN WITTER BALANCED INCOME FUND 
REPORT OF INDEPENDENT ACCOUNTANTS 


TO THE SHAREHOLDERS AND TRUSTEES 
OF DEAN WITTER BALANCED INCOME FUND 

In our opinion, the accompanying statement of assets and liabilities, 
including the portfolio of investments, and the related statements of 
operations and of changes in net assets and the financial highlights present 
fairly, in all material respects, the financial position of Dean Witter 
Balanced Income Fund (the "Fund") at January 31, 1997, the results of its 
operations for the year then ended, and the changes in its net assets and the 
financial highlights for the year then ended and for the period March 28, 
1995 (commencement of operations) through January 31, 1996, in conformity 
with generally accepted accounting principles. These financial statements and 
financial highlights (hereafter referred to as "financial statements") are 
the responsibility of the Fund's management; our responsibility is to express 
an opinion on these financial statements based on our audits. We conducted 
our audits of these financial statements in accordance with generally 
accepted auditing standards which require that we plan and perform the audit 
to obtain reasonable assurance about whether the financial statements are 
free of material misstatement. An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial statements, 
assessing the accounting principles used and significant estimates made by 
management, and evaluating the overall financial statement presentation. We 
believe that our audits, which included confirmation of securities at January 
31, 1997 by correspondence with the custodian and brokers, provide a 
reasonable basis for the opinion expressed above. 

PRICE WATERHOUSE LLP 
1177 Avenue of the Americas 
New York, New York 10036 
March 10, 1997 

                      1997 FEDERAL TAX NOTICE (unaudited)

During the year ended January 31, 1997, the Fund paid to its shareholders $0.09
per share from long-term capital gains. For such period, 19.40% of the income
paid qualified for the dividends received deduction available to corporations.

<PAGE>


















































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<PAGE>


















































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<PAGE>

TRUSTEES

Michael Bozic
Charles A. Fiumefreddo
Edwin J. Garn
John R. Haire
Dr. Manuel H. Johnson
Michael E. Nugent
Philip J. Purcell
John L. Schroeder

OFFICERS

Charles A. Fiumefreddo
Chairman and Chief Executive Officer

Barry Fink
Vice President, Secretary and General Counsel

Paul D. Vance
Vice President

Rajesh K. Gupta
Vice President

Thomas F. Caloia
Treasurer

TRANSFER AGENT

Dean Witter Trust Company
Harborside Financial Center - Plaza Two
Jersey City, New Jersey 07311

INDEPENDENT ACCOUNTANTS

Price Waterhouse LLP
1177 Avenue of the Americas
New York, New York 10036

INVESTMENT MANAGER

Dean Witter InterCapital Inc.
Two World Trade Center
New York, New York 10048


This report is submitted for the general information of shareholders of the
Fund. For more detailed information about the Fund, its officers and trustees,
fees, expenses and other pertinent information, please see the prospectus of
the Fund.

This report is not authorized for distribution to prospective investors in the
Fund unless preceded or accompanied by an effective prospectus.





DEAN WITTER
BALANCED 
INCOME FUND


ANNUAL REPORT
JANUARY 31, 1997



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