DEAN WITTER BALANCED INCOME FUND
N-30D, 1998-03-31
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<PAGE>

DEAN WITTER BALANCED INCOME FUND
Two World Trade Center, New York, New York 10048 
LETTER TO THE SHAREHOLDERS January 31, 1998 

DEAR SHAREHOLDER: 

During the twelve-month period ended January 31, 1998, the U.S. economy 
exhibited healthy growth with declining inflation. Periodically during the 
second half of the year, the Federal Reserve Board expressed concern over the 
probable rise of inflationary pressures, due to the combined strength of the 
economy and strong employment growth. However, the much-heralded rise in 
inflation did not materialize and the Federal Reserve Board left interest 
rates unchanged. 

A STRONG YEAR FOR THE EQUITY MARKETS 

Overall, the stock market was very generous to investors in 1997. However, in 
August the Dow Jones industrials appeared to have peaked, at 8,340. 
Bellwether multinational corporations such as Coca-Cola began to lead 
earnings estimates downward for the first time in many years, on the basis of 
slower growth and the impact of currency turmoil in Asia. The Nasdaq 
Composite and Mid-Cap indexes peaked in early October, while the Standard & 
Poor's 500 Composite Stock Price Index (S&P 500) topped out in early December 
as uncertainty grew regarding earnings outlooks. Despite a flat to down 
fourth quarter for the various indexes, the stock market increased by more 
than 20 percent for three years in a row, for the first time ever. As 
year-end approached, historically defensive sectors such as consumer goods 
and utilities outperformed the overall market while cyclical stocks lagged. 

As the summer came to a close, the situation in Asia induced an investor 
"flight to quality." As a result, demand for U.S. Treasury securities and the 
U.S. dollar increased. With many Southeast Asian economies in turmoil, 1998 
may see the United States inherit the deflationary (declining price) aspect 
of those markets. This would be likely to benefit the disinflationary 
(slowing in the rate of price increases) trend here. 

INTEREST RATES DECLINE 

Real interest rates (market interest rates less inflation) in the United 
States remain above their historical norms. A realization of this situation 
by 

<PAGE>
DEAN WITTER BALANCED INCOME FUND 
LETTER TO THE SHAREHOLDERS January 31, 1998, continued 

investors, combined with the probability of a surplus in the U.S. budget 
(leading to a reduction in the issuance of U.S. Treasury securities in 1998), 
could cause interest rates to continue to decline in the months to come. 
Mortgages posted very solid returns and outperformed other fixed-income 
sectors, such as Treasuries and corporates, on a similar-duration basis. 
Despite a 50-basis-point rally in the 30-year Treasury bond and 50 basis 
points of flattening in Treasury issues' yield curve in the fourth quarter, 
spreads ended tighter in comparison to the prior year. For the first three 
quarters of 1997, spread movements in the mortgage market were driven 
primarily by a decline in volatility and a benign view regarding prepayment 
risk. However, the fourth-quarter Treasury rally increased the concerns of 
prepayment risk. 

PERFORMANCE 

For the fiscal year ended January 31, 1998, Dean Witter Balanced Income 
Fund's Class C shares posted a total return of 14.42 percent. During the same 
period, the S&P 500 Index produced a total return of 26.84 percent, while the 
Lehman Brothers Government/Corporate Bond Index (Lehman Index) and the Lipper 
Income Funds Index (Lipper Index) returned 11.17 percent and 16.47 percent, 
respectively. Since their inception on July 28, 1997, through January 31, 
1998, the Fund's Class A, B and D shares had total returns of 4.60 percent, 
4.19 percent and 4.79 percent, respectively. Performance of the Fund's four 
share classes varies because of differing charges and expenses. 

The accompanying chart illustrates the performance of a $10,000 investment in 
the Fund's Class C shares from inception through the fiscal year ended 
January 31, 1998, versus the performance of similar hypothetical investments 
in the S&P 500, the Lehman Index and the Lipper Index. 

PORTFOLIO 

At the end of the fiscal year, the Fund's net assets exceeded $65.3 million, 
with allocation targets of 65 percent in fixed-income securities and 35
percent in equities. Within the Fund's fixed-income component, new positions
in mortgages, Treasuries, agencies and zero-coupon securities were added,
while in the equity component, one new common stock position, Unicom Corp.,
was initiated, while the Fund's position in Pacific Gas & Electric Corp. was
sold. At fiscal year-end, approximately 71 percent of the fixed-income
component was invested in mortgage-backed securities, 18 percent in U.S.
agency obligations, 10 percent in U.S. Treasuries and 1 percent in money
market instruments. 

<PAGE>
DEAN WITTER BALANCED INCOME FUND 
LETTER TO THE SHAREHOLDERS January 31, 1998, continued 

LOOKING AHEAD 

Going forward, moderate economic activity combined with low inflation should 
provide a favorable environment for the Fund. 

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 
FUND PERFORMANCE January 31, 1998 




[THE NARRATIVE AND/OR TABULAR INFORMATION BELOW IS A FAIR AND 
ACCURATE DESCRIPTION OF GRAPHIC OR IMAGE MATERIAL OMITTED FOR 
THE PURPOSE OF EDGAR FILING.]



                            GROWTH OF $10,000 CLASS C SHARES
                                    ($ IN THOUSANDS)
     Date           Total    S&P 500 (4)    LEHMAN IX(5)       LIPPER IX (6)
     ----           -----    -----------    ------------       -------------
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      $16,312        $11,702            $13,369  
January 31, 1998  $14,426(3)   $20,691        $13,009            $15,570


PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE RETURNS. PERFORMANCE FOR CLASS 
A, CLASS B, AND CLASS D SHARES WILL VARY FROM THE PERFORMANCE OF CLASS C 
SHARES SHOWN ABOVE DUE TO DIFFERENCES IN CHARGES AND EXPENSES. AVERAGE ANNUAL 
TOTAL RETURNS## 
- ----------------------------------------------------------------------------- 

<TABLE>
<CAPTION>
                  CLASS C SHARES* 
- -------------------------------------------------- 
PERIOD ENDED 1/31/98 
- ------------------------ 
<S>                          <C>          <C>
1 Year                       14.42%(1)    13.42%(2) 
From Inception (3/28/95)     13.73%(1)    13.73%(2) 
</TABLE>

<TABLE>
<CAPTION>
                  CLASS B SHARES+ 
- -------------------------------------------------- 
PERIOD ENDED 1/31/98 
- ------------------------ 
<S>                           <C>         <C>
From Inception (7/28/97)     4.19%(1)    (0.80)%(2) 
</TABLE>

<TABLE>
<CAPTION>
                 CLASS A SHARES** 
- -------------------------------------------------- 
PERIOD ENDED 1/31/98 
- ------------------------ 
<S>                           <C>         <C>
From Inception (7/28/97)     4.60%(1)    (0.89)%(2) 

</TABLE>

<TABLE>
<CAPTION>
                CLASS D SHARES++ 
- ------------------------------------------------ 
PERIOD ENDED 1/31/98 
- ------------------------ 
<S>                           <C>
From Inception (7/28/97)     4.79%(1) 

</TABLE>






















<PAGE>



- ------------ 
(1)   Figure shown assumes reinvestment of all distributions and does not 
      reflect the deduction of any sales charges. 
(2)   Figure shown assumes reinvestment of all distributions and the deduction 
      of the maximum applicable sales charge. See the Fund's current 
      prospectus for complete details on fees and sales charges. 
(3)   Closing value assuming a complete redemption on January 31, 1998. 
(4)   The Standard and 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 Index does not include 
      any expenses, fees or charges. The Index is unmanaged and should not be 
      considered an investment. 
(5)   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. 
(6)   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. 
*     The maximum contingent deferred sales charge for Class C shares is 1% 
      for shares redeemed within one year of purchase. 
**    The maximum front-end sales charge for Class A shares is 5.25%. 
+     The maximum contingent deferred sales charge (CDSC) for Class B shares 
      is 5%. The CDSC declines to 0% after six years. 
++    Class D shares have no sales charge. 
##    For periods of less than one year, the Fund quotes its total return on a 
      non-annualized basis. 

<PAGE>
DEAN WITTER BALANCED INCOME FUND 
PORTFOLIO OF INVESTMENTS January 31, 1998 

<TABLE>
<CAPTION>
 NUMBER OF 
   SHARES                                                                         VALUE 
- ------------------------------------------------------------------------------------------- 
<S>          <C>                                                              <C>
             COMMON STOCKS (34.9%) 
             Aerospace & Defense (1.4%) 
   17,800    Raytheon Co. (Class B)  ......................................... $    927,825 
                                                                              ------------- 
             Aluminum (1.5%) 
   12,600    Aluminum Co. of America  ........................................     962,325 
                                                                              ------------- 
             Automotive (2.9%) 
   19,000    Ford Motor Co.  .................................................     969,000 
   15,500    General Motors Corp.  ...........................................     898,031 
                                                                              ------------- 
                                                                                 1,867,031 
                                                                              ------------- 
             Banking (2.9%) 
   16,800    Banc One Corp.  .................................................     938,700 
   13,300    BankAmerica Corp.  ..............................................     945,131 
                                                                              ------------- 
                                                                                 1,883,831 
                                                                              ------------- 
             Beverages - Soft Drinks (1.5%) 
   25,000    PepsiCo Inc.  ...................................................     901,562 
    2,100    Tricon Global Restaurants, Inc.* ................................      57,225 
                                                                              ------------- 
                                                                                   958,787 
                                                                              ------------- 
             Chemicals (1.4%) 
   15,700    Du Pont (E.I.) de Nemours & Co., Inc.  ..........................     889,013 
                                                                              ------------- 
             Computer Equipment (1.4%) 
    9,000    International Business Machines Corp.  ..........................     888,187 
                                                                              ------------- 
             Conglomerates (1.5%) 
   23,500    Tenneco, Inc.  ..................................................     953,219 
                                                                              ------------- 
             Drugs & Healthcare (1.4%) 
    9,300    Bristol-Myers Squibb Co.  .......................................     927,094 
                                                                              ------------- 
             Electric - Major (1.4%) 
   11,900    General Electric Co.  ...........................................     922,250 
                                                                              ------------- 
             Foods (1.3%) 
   28,000    ConAgra, Inc.  ..................................................     885,500 
                                                                              ------------- 
             Machinery - Agricultural (1.4%) 
   17,300    Deere & Co.  ....................................................     912,575 
                                                                              ------------- 
             Natural Gas (1.3%) 
   21,300    ENRON Corp.  ....................................................     882,619 
                                                                              ------------- 
             Oil -Domestic (1.3%) 
   11,800    Atlantic Richfield Co.  .........................................     877,625 
                                                                              ------------- 
             Paper & Forest Products (1.4%) 
   18,800    Weyerhaeuser Co.  ...............................................     936,475 
                                                                              ------------- 
             Railroads (1.4%) 
   17,000    CSX Corp.  ......................................................     901,000 
                                                                              ------------- 
             Retail (1.4%) 
   12,800    Dayton-Hudson Corp.  ............................................     920,800 
                                                                              ------------- 
             Retail - Department Stores (1.4%) 
   17,200    May Department Stores Co.  ......................................     904,075 
                                                                              ------------- 
             Steel (1.3%) 
   27,000    Timken Co.  ..................................................... $   870,750 
                                                                              ------------- 
             Telecommunications (1.4%) 
   15,100    Sprint Corp.  ...................................................     896,562 
                                                                              ------------- 
             Tobacco (1.3%) 
   14,100    Fortune Brands, Inc.  ...........................................     539,325 
   14,100    Gallaher Group PLC (ADR)(United Kingdom)  .......................     326,063 
                                                                              ------------- 
                                                                                   865,388 
                                                                              ------------- 
             Utilities -Electric (2.7%) 
   22,500    GPU, Inc.  ......................................................     884,531 
   28,500    Unicom Corp.  ...................................................     883,500 
                                                                              ------------- 
                                                                                 1,768,031 
                                                                              ------------- 
             TOTAL COMMON STOCKS
             (Identified Cost $17,916,331)  ..................................  22,800,962 
                                                                              ------------- 






<CAPTION>
 PRINCIPAL 
 AMOUNT IN 
 THOUSANDS 
- ----------- 

<S>          <C>                                                                  <C>
          U.S. GOVERNMENT & AGENCY 
             OBLIGATIONS (17.9%) 
             Federal Farm Credit Banks 
   $  900     5.92% due 12/29/04  ............................................    908,937 
             Federal Home Loan Banks 
    2,000     0.00% due 07/02/12  ............................................    669,360 
      200     5.53% due 01/15/03  ............................................    199,422 
                                                                              ------------ 
                                                                                  868,782 
                                                                              ------------ 
             Federal National Mortgage Assoc. 
    1,000     6.55% due 11/21/07  ............................................  1,013,220 
      500     6.75% due 07/30/07  ............................................    511,040 
                                                                              ------------ 
                                                                                1,524,260 
                                                                              ------------ 
             Resolution Funding Corp. 
             (Coupon Strips) 
    2,500     0.00% due 04/15/04  ............................................  1,769,525 
    1,000     0.00% due 01/15/06  ............................................    639,680 
    3,000     0.00% due 01/15/08  ............................................  1,703,040 
                                                                              ------------ 
                                                                                4,112,245 
                                                                              ------------ 
             U.S. Treasury Notes 
      500     5.75% due 11/30/02  ............................................    506,930 
    1,300     5.875% due 06/30/00  ...........................................  1,315,392 
      700     5.875% due 09/30/02  ...........................................    712,880 
      500     6.875% due 03/31/00  ...........................................    515,270 
      200     7.125% due 02/29/00  ...........................................    206,852 
                                                                              ------------ 
                                                                                3,257,324 
                                                                              ------------ 
</TABLE>

                      SEE NOTES TO FINANCIAL STATEMENTS 

<PAGE>
DEAN WITTER BALANCED INCOME FUND 
PORTFOLIO OF INVESTMENTS January 31, 1998, continued 

<TABLE>
<CAPTION>
 PRINCIPAL 
 AMOUNT IN 
 THOUSANDS                                                                        VALUE 
- ------------------------------------------------------------------------------------------- 
<S>          <C>                                                              <C>
             U.S. Treasury Strip 
   $1,500     0.00% due 11/15/04  ............................................ $ 1,033,830 
                                                                              ------------- 
             TOTAL U.S. GOVERNMENT & AGENCY OBLIGATIONS 
             (Identified Cost $11,382,117)  ..................................  11,705,378 
                                                                              ------------- 
             U.S. GOVERNMENT AGENCY 
             MORTGAGE-BACKED SECURITIES (45.9%) 
             Federal National Mortgage 
             Assoc. 
    1,760     6.00% due 10/01/00  ............................................   1,757,998 
      883     6.00% due 02/01/11  ............................................     875,406 
    1,681     6.50% due 03/01/11-05/01/11  ...................................   1,692,511 
    2,865     7.00% due 07/01/11-07/01/12  ...................................   2,921,776 
    4,745     7.00% due 08/01/25-11/01/27  ...................................   4,811,257 
    5,993     7.50% due 08/01/23-05/01/27  ...................................   6,161,810 
    1,496     8.00% due 05/01/24-07/01/26  ...................................   1,552,542 
                                                                              ------------- 
                                                                                19,773,300 
                                                                              ------------- 
             Government National Mortgage Assoc. I 
    1,751     7.00% due 09/15/23-8/15/25  ....................................   1,777,928 
    3,798     7.50% due 08/15/25-10/15/26  ...................................   3,910,572 
    1,614     8.00% due 06/15/26-07/15/26  ...................................   1,676,559 
                                                                              ------------- 
                                                                                 7,365,059 
                                                                              ------------- 
             Government National Mortgage Assoc. II 
    2,851     7.00% due 02/20/26-06/20/27  ...................................   2,885,975 
                                                                              ------------- 
             TOTAL U.S. GOVERNMENT AGENCY MORTGAGE-BACKED SECURITIES 
             (Identified Cost $29,322,580)  .................................. $30,024,334 
                                                                              ------------- 
             SHORT-TERM INVESTMENT (0.6%) 
             REPURCHASE AGREEMENT 
   $  373    The Bank of New York 5.375% due 02/02/98 (dated 01/30/98; 
             proceeds $373,063)(a) (Identified Cost $372,896)  ...............     372,896 
                                                                              ------------- 


TOTAL INVESTMENTS 
(Identified Cost $58,993,924)(b) ....................................    99.3%   64,903,570 
OTHER ASSETS IN EXCESS OF 
LIABILITIES .........................................................     0.7       433,348 
                                                                      -------- 
NET ASSETS ..........................................................   100.0%  $65,336,918 
                                                                      ======== ============ 
</TABLE>

- ------------
ADR     American Depository Receipt. 
*       Non-income producing security. 
(a)     Collateralized by $369,756 U.S. Treasury Note 6.75% due 05/31/99 
        valued at $380,353. 
(b)     The aggregate cost for federal income tax purposes approximates 
        identified cost. The aggregate gross unrealized appreciation is 
        $5,928,777 and the aggregate gross unrealized depreciation is 
        $19,131, resulting in net unrealized appreciation of $5,909,646. 

                      SEE NOTES TO FINANCIAL STATEMENTS 

<PAGE>
DEAN WITTER BALANCED INCOME FUND 
FINANCIAL STATEMENTS 

STATEMENT OF ASSETS AND LIABILITIES 
January 31, 1998 

<TABLE>
<CAPTION>
<S>                                        <C>
 ASSETS: 
Investments in securities, at value 
 (identified cost $58,993,924)............    $64,903,570 
Receivable for: 
  Shares of beneficial interest sold  ....        249,050 
  Interest................................        237,716 
  Investments sold........................         73,114 
  Dividends ..............................         49,518 
Deferred organizational expenses  ........         73,176 
Prepaid expenses and other assets  .......         35,006 
                                            ------------- 
  TOTAL ASSETS ...........................     65,621,150 
                                            ------------- 
LIABILITIES: 
Payable for: 
  Shares of beneficial interest 
   repurchased............................        143,200 
  Plan of distribution fee ...............         53,906 
  Investment management fee ..............         32,661 
Accrued expenses .........................         54,465 
                                            ------------- 
  TOTAL LIABILITIES ......................        284,232 
                                            ------------- 
  NET ASSETS..............................    $65,336,918 
                                            ============= 
COMPOSITION OF NET ASSETS: 
Paid-in-capital...........................    $58,702,373 
Net unrealized appreciation ..............      5,909,646 
Accumulated undistributed net investment 
 income...................................        223,345 
Accumulated undistributed net realized 
 gain.....................................        501,554 
                                            ------------- 
  NET ASSETS..............................    $65,336,918 
                                            ============= 
CLASS A SHARES: 
Net Assets................................       $903,267 
Shares Outstanding (unlimited authorized, 
 $.01 par value) .........................         72,765 
  NET ASSET VALUE PER SHARE ..............    $     12.41 
                                            ============= 
  MAXIMUM OFFERING PRICE PER SHARE, 
   (net asset value plus 5.54% of net 
   asset value)...........................    $     13.10 
                                            ============= 
CLASS B SHARES: 
Net Assets................................    $34,020,873 
Shares Outstanding (unlimited authorized, 
 $.01 par value) .........................      2,742,492 
  NET ASSET VALUE PER SHARE ..............    $     12.41 
                                            ============= 
CLASS C SHARES: 
Net Assets................................    $30,402,286 
Shares Outstanding (unlimited authorized, 
 $.01 par value) .........................      2,450,731 
  NET ASSET VALUE PER SHARE ..............    $     12.41 
                                            ============= 
CLASS D SHARES: 
Net Assets................................        $10,492 
Shares Outstanding (unlimited authorized, 
 $.01 par value) .........................            845 
  NET ASSET VALUE PER SHARE ..............    $     12.42 
                                            ============= 
</TABLE>




































STATEMENT OF OPERATIONS 
For the year ended January 31, 1998* 

<TABLE>
<CAPTION>
<S>                                         <C>
NET INVESTMENT INCOME: 
INCOME 
Interest ..................................    $2,522,055 
Dividends (net of $1,701 foreign 
 withholding tax) .........................       502,073 
                                             ------------ 
  TOTAL INCOME ............................     3,024,128 
                                             ------------ 
EXPENSES 
Plan of distribution fee (Class A shares)             810 
Plan of distribution fee (Class B shares)         156,996 
Plan of distribution fee (Class C shares) .       398,651 
Investment management fee..................       338,530 
Registration fees .........................        75,271 
Professional fees .........................        58,148 
Transfer agent fees and expenses...........        44,463 
Shareholder reports and notices ...........        40,524 
Organizational expenses ...................        34,013 
Custodian fees ............................        17,398 
Trustees' fees and expenses................        14,474 
Other .....................................         2,597 
                                             ------------ 
  TOTAL EXPENSES ..........................     1,181,875 
                                             ------------ 
  NET INVESTMENT INCOME....................     1,842,253 
                                             ------------ 
NET REALIZED AND UNREALIZED GAIN: 
Net realized gain..........................     2,080,032 
Net change in unrealized appreciation  ....     3,537,079 
                                             ------------ 
  NET GAIN ................................     5,617,111 
                                             ------------ 
NET INCREASE ..............................    $7,459,364 
                                             ============ 
</TABLE>

- ------------ 
* Class A, Class B and Class D shares were issued 
  July 28, 1997. 

                      SEE NOTES TO FINANCIAL STATEMENTS 

<PAGE>
DEAN WITTER BALANCED INCOME FUND 
FINANCIAL STATEMENTS, continued 

STATEMENT OF CHANGES IN NET ASSETS 

<TABLE>
<CAPTION>
                                                           FOR THE YEAR      FOR THE YEAR 
                                                              ENDED             ENDED 
                                                        JANUARY 31, 1998*  JANUARY 31, 1997 
- ------------------------------------------------------  ----------------- ---------------- 
<S>                                                     <C>               <C>
INCREASE (DECREASE) IN NET ASSETS: 
OPERATIONS: 
Net investment income .................................    $ 1,842,253       $ 1,405,395 
Net realized gain......................................      2,080,032         1,379,439 
Net change in unrealized appreciation .................      3,537,079           524,495 
                                                        ----------------- ---------------- 
  NET INCREASE ........................................      7,459,364         3,309,329 
                                                        ----------------- ---------------- 
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM: 
Net investment income 
  Class A shares ......................................        (12,978)           -- 
  Class B shares ......................................       (536,334)           -- 
  Class C shares ......................................     (1,293,004)       (1,398,284) 
  Class D shares ......................................           (219)           -- 
Net realized gain 
  Class A shares ......................................        (16,524)           -- 
  Class B shares ......................................       (810,058)           -- 
  Class C shares ......................................     (1,161,126)       (1,001,490) 
  Class D shares ......................................           (259)           -- 
                                                        ----------------- ---------------- 
  TOTAL DIVIDENDS AND DISTRIBUTIONS ...................     (3,830,502)       (2,399,774) 
                                                        ----------------- ---------------- 
Net increase from transactions in shares of beneficial 
 interest .............................................     13,424,115        16,122,042 
                                                        ----------------- ---------------- 
  NET INCREASE ........................................     17,052,977        17,031,597 
NET ASSETS: 
Beginning of period ...................................     48,283,941        31,252,344 
                                                        ----------------- ---------------- 
  END OF PERIOD 
  (Including undistributed net investment income of 
  $223,345 and $182,960, respectively) ................    $65,336,918       $48,283,941 
                                                        ================= ================ 

</TABLE>

- ------------ 
* Class A, Class B and Class D shares were issued July 28, 1997. 

                      SEE NOTES TO FINANCIAL STATEMENTS 

<PAGE>
DEAN WITTER BALANCED INCOME FUND 
NOTES TO FINANCIAL STATEMENTS January 31, 1998 

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 commenced operations on March 28,
1995. On July 28, 1997, the Fund commenced offering three additional classes
of shares, with the then current shares, other than shares which were acquired
in exchange for shares of Funds for which Dean Witter InterCapital Inc. serves
as Investment Manager ("Dean Witter Funds") offered with either a front-end 
sales charge or a contingent deferred sales charge ("CDSC") and shares 
acquired through reinvestment of dividends and distributions thereon, 
designated Class C shares. Shares held prior to July 28, 1997 which were 
acquired in exchange for shares of a Dean Witter Fund sold with a front-end 
sales charge, including shares acquired through reinvestment of dividends and 
distributions thereon, have been designated Class A shares and shares held 
prior to July 28, 1997 which were acquired in exchange for shares of a Dean 
Witter Fund sold with a CDSC, including shares acquired through reinvestment 
of dividends and distributions thereon, have been designated Class B shares. 

The Fund offers Class A shares, Class B shares, Class C shares and Class D 
shares. The four classes are substantially the same except that most Class A 
shares are subject to a sales charge imposed at the time of purchase, some 
Class A shares, and most Class B shares and Class C shares are subject to a 
contingent deferred sales charge imposed on shares redeemed within one year, 
six years and one year, respectively. Class D shares are not subject to a 
sales charge. Additionally, Class A shares, Class B shares and Class C shares 
incur distribution expenses. 

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 

<PAGE>
DEAN WITTER BALANCED INCOME FUND 
NOTES TO FINANCIAL STATEMENTS January 31, 1998, continued 

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 
Dean Witter InterCapital Inc. (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 its 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 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. MULTIPLE CLASS ALLOCATIONS -- Investment income, expenses (other than 
distribution fees), and realized and unrealized gains and losses are 
allocated to each class of shares based upon the relative net asset value on 
the date such items are recognized. Distribution fees are charged directly to 
the respective class. 

D. 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. 

E. 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 

<PAGE>
DEAN WITTER BALANCED INCOME FUND 
NOTES TO FINANCIAL STATEMENTS January 31, 1998, continued 

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. 

F. 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. The balance has been absorbed by 
the Investment Manager. 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. 

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. 

3. PLAN OF DISTRIBUTION 

Shares of the Fund are distributed by Dean Witter Distributors Inc. (the 
"Distributor"), an affiliate of the Investment Manager. The Fund has adopted 
a Plan of Distribution (the "Plan") pursuant to Rule 12b-1 under the Act. The 
Plan provides that the Fund will pay the Distributor a fee which is accrued 
daily and paid monthly at the following annual rates: (i) Class A - up to 
0.25% of the average daily net assets of Class A; (ii) Class B - 1.0% of the 
average daily net assets of Class B; and (iii) Class C - up to 1.0% of the 
average daily net assets of Class C. In the case of Class A shares, amounts 
paid under the Plan are paid to the Distributor for services provided. In the 
case of Class B and Class C shares, amounts paid under the Plan are paid to 
the Distributor for services provided and the expenses borne by it and others 
in the distribution of the shares of these Classes, including the payment of 
commissions for sales of these 

<PAGE>
DEAN WITTER BALANCED INCOME FUND 
NOTES TO FINANCIAL STATEMENTS January 31, 1998, continued 

Classes and incentive compensation to, and expenses of, the account 
executives of Dean Witter Reynolds Inc. ("DWR"), an affiliate of the 
Investment Manager and Distributor, and others who engage in or support 
distribution of the shares or who service shareholder accounts, including 
overhead and telephone expenses; printing and distribution of prospectuses 
and reports used in connection with the offering of these shares to other 
than current shareholders; and preparation, printing and distribution of 
sales literature and advertising materials. In addition, the Distributor may 
utilize fees paid pursuant to the Plan, in the case of Class B shares, to 
compensate DWR and other selected broker-dealers for their opportunity costs 
in advancing such amounts, which compensation would be in the form of a 
carrying charge on any unreimbursed expenses. 

In the case of Class B shares, provided that the Plan continues in effect, 
any cumulative expenses incurred by the Distributor but not yet recovered may 
be recovered through the payment of future distribution fees from the Fund 
pursuant to the Plan and contingent deferred sales charges paid by investors 
upon redemption of Class B shares. Although there is no legal obligation for 
the Fund to pay expenses incurred in excess of payments made to the 
Distributor under the Plan and the proceeds of contingent deferred sales 
charges paid by investors upon redemption of shares, if for any reason the 
Plan is terminated, the Trustees will consider at that time the manner in 
which to treat such expenses. The Distributor has advised the Fund that such 
excess amounts, including carrying charges, totaled $281,128 at January 31, 
1998. 

In the case of Class A shares and Class C shares, expenses incurred pursuant 
to the Plan in any calendar year in excess of 0.25% or 1.0% of the average 
daily net assets of Class A or Class C, respectively, will not be reimbursed 
by the Fund through payments in any subsequent year, except that expenses 
representing a gross sales credit to account executives may be reimbursed in 
the subsequent calendar year. For the period ended January 31, 1998, the 
distribution fee was accrued for Class A shares and Class C shares at the 
annual rate of 0.25% and 0.99%, respectively. 

The Distributor has informed the Fund that for the period ended January 31, 
1998, it received contingent deferred sales charges from certain redemptions 
of the Fund's Class B shares and Class C shares of $20,147 and $1,693, 
respectively and received $14,036 in front-end sales charges from sales of 
the Fund's Class A shares. The respective shareholders pay such charges which 
are not an expense of the Fund. 

4. SECURITY TRANSACTIONS AND TRANSACTIONS WITH AFFILIATES 

The cost of purchases and proceeds from sales/prepayments of portfolio 
securities, excluding short-term investments, for the year ended January 31, 
1998 aggregated $22,299,890 and $11,359,396, respectively. Included in the 
aforementioned are purchases and sales/prepayments of U.S. Government 
securities of $13,902,484 and $4,692,211, respectively. 

<PAGE>
DEAN WITTER BALANCED INCOME FUND 
NOTES TO FINANCIAL STATEMENTS January 31, 1998, continued 

For the year ended January 31, 1998, the Fund incurred brokerage commissions 
of $9,287 with DWR for portfolio transactions executed on behalf of the Fund. 
At January 31, 1998, the Fund's receivable for investments sold included 
unsettled trades with DWR of $73,114. 

For the period May 31, 1997 through January 31, 1998, the Fund incurred 
brokerage commissions of $195 with Morgan Stanley & Co., Inc., an affiliate 
of the Investment Manager since May 31, 1997, for portfolio transactions 
executed on behalf of the Fund. 

Dean Witter Trust FSB, an affiliate of the Investment Manager and 
Distributor, is the Fund's transfer agent. At January 31, 1998, the Fund had 
transfer agent fees and expenses payable of approximately $900. 

5. SHARES OF BENEFICIAL INTEREST 

Transactions in shares of beneficial interest were as follows: 

<TABLE>
<CAPTION>
                                                      FOR THE YEAR                  FOR THE YEAR 
                                                          ENDED                         ENDED 
                                                    JANUARY 31, 1998+             JANUARY 31, 1997 
                                              ----------------------------- ----------------------------- 
                                                  SHARES         AMOUNT         SHARES         AMOUNT 
                                              ------------- --------------  ------------- -------------- 
<S>                                           <C>           <C>             <C>           <C>
CLASS A SHARES* 
Sold ........................................       65,442    $    811,302        --             -- 
Reinvestment of dividends and distributions .        1,562          19,338 
Redeemed.....................................      (30,968)       (392,193) 
                                              ------------- --------------  ------------- -------------- 
Net increase -Class A........................       36,036         438,447 
                                              ------------- --------------  ------------- -------------- 
CLASS B SHARES* 
Sold ........................................      833,271      10,407,565        --             -- 
Reinvestment of dividends and distributions         64,208         794,863 
Redeemed ....................................     (564,931)     (7,045,845)       --             -- 
                                              ------------- --------------  ------------- -------------- 
Net increase -Class B .......................      332,548       4,156,583        --             -- 
                                              ------------- --------------  ------------- -------------- 
CLASS C SHARES 
Sold ........................................    1,852,659      22,297,952     3,385,851    $ 38,558,587 
Reinvestment of dividends and distributions        173,390       2,105,205       172,485       1,958,907 
Redeemed ....................................   (1,300,934)    (15,584,565)   (2,142,627)    (24,395,452) 
                                              ------------- --------------  ------------- -------------- 
Net increase -Class C........................      725,115       8,818,592     1,415,709      16,122,042 
                                              ------------- --------------  ------------- -------------- 
CLASS D SHARES* 
Sold ........................................          806          10,015        --             -- 
Reinvestment of dividends and distributions             39             478        --             -- 
                                              ------------- --------------  ------------- -------------- 
Net increase -Class D .......................          845          10,493 
                                              ------------- --------------  ------------- -------------- 
Net increase in Fund ........................    1,094,544    $ 13,424,115     1,415,709    $ 16,122,042 
                                              ============= ==============  ============= ============== 
</TABLE>

- ------------ 

+     On July 28, 1997, 36,729 shares representing $456,174 were transferred 
      to Class A and 2,409,944 shares representing $29,931,505 were 
      transferred to Class B. 
*     For the period July 28, 1997 (issue date) through January 31, 1998. 

<PAGE>
DEAN WITTER BALANCED INCOME FUND 
NOTES TO FINANCIAL STATEMENTS January 31, 1998, continued 

6. FEDERAL INCOME TAX STATUS 

As of January 31, 1998, the Fund had permanent book/tax differences 
attributable to nondeductible organizational expenses. To reflect 
reclassifications arising from these differences, paid-in-capital was charged 
and accumulated undistributed net investment income was credited $40,667. 

<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         FOR THE YEAR     MARCH 28, 1995* 
                                               ENDED                ENDED             THROUGH 
                                          JANUARY 31, 1998**++ JANUARY 31, 1997  JANUARY 31, 1996 
- ----------------------------------------  -------------------- ----------------  ---------------- 
<S>                                       <C>                 <C>               <C>        
CLASS C SHARES 
PER SHARE OPERATING PERFORMANCE: 
Net asset value, beginning of period  ...       $ 11.57            $ 11.34           $10.00 
                                          ------------------- ----------------  ---------------- 
Net investment income....................          0.42               0.36             0.38 
Net realized and unrealized gain  .......          1.23               0.50             1.30 
                                          ------------------- ----------------  ---------------- 
Total from investment operations ........          1.65               0.86             1.68 
                                          ------------------- ----------------  ---------------- 
Less dividends and distributions from: 
 Net investment income ..................         (0.40)             (0.38)           (0.33) 
 Net realized gain ......................         (0.41)             (0.25)           (0.01) 
                                          ------------------- ----------------  ---------------- 
Total dividends and distributions  ......         (0.81)             (0.63)           (0.34) 
                                          ------------------- ----------------  ---------------- 
Net asset value, end of period...........       $ 12.41            $ 11.57           $11.34 
                                          =================== ================  ================ 
TOTAL INVESTMENT RETURN+ ................         14.42%              7.82%           16.93%(1) 
RATIOS TO AVERAGE NET ASSETS: 
Expenses.................................          2.07%              1.88% (3)        --       %(2)(3) 
Net investment income....................          3.30%              3.49% (3)        5.27%(2)(3) 
SUPPLEMENTAL DATA: 
Net assets, end of period, in thousands         $30,402            $48,284          $31,252 
Portfolio turnover rate..................            21%                21%               3%(1) 
Average commission rate paid.............       $0.0535            $0.0515             -- 
</TABLE>

- ------------ 
*      Commencement of operations. 
**     Prior to July 28, 1997, the fund issued one class of shares. All shares 
       of the Fund held prior to that date, other than shares which were 
       acquired in exchange for shares of Funds for which Dean Witter 
       InterCapital Inc. serves as Investment Manager ("Dean Witter Funds") 
       offered with either a front-end sales charge or a contingent deferred 
       sales charge ("CDSC") and shares acquired through renivestment of 
       dividends and distributions thereon, have been designated Class C 
       shares. Shares held prior to July 28, 1997 which were acquired in 
       exchange for shares of a Dean Witter Fund sold with a front-end sales 
       charge, including shares acquired through reinvestment of dividends and 
       distributions thereon, have been designated Class A shares and shares 
       held prior to July 28, 1997 which were acquired in exchange for shares 
       of a Dean Witter Fund sold with a CDSC, including shares acquired 
       through reinvestment of dividends and distributions thereon, have been 
       designated Class B shares. 
++     The per share amounts were computed using an average number of shares 
       outstanding during the period. 
+      Does not reflect the deduction of sales charge. 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 2.19% and 3.18%, respectively, for the year ended 
       January 31, 1997 and 2.69% and 2.58%, respectively, for the period 
       ended January 31, 1996. 

                      SEE NOTES TO FINANCIAL STATEMENTS 

<PAGE>
DEAN WITTER BALANCED INCOME FUND 
FINANCIAL HIGHLIGHTS, continued 

<TABLE>
<CAPTION>
                                            FOR THE PERIOD 
                                            JULY 28, 1997* 
                                               THROUGH 
                                             JANUARY 31, 
                                                1998++ 
- ----------------------------------------  ----------------- 
<S>                                       <C>
CLASS A SHARES 
PER SHARE OPERATING PERFORMANCE: 
Net asset value, beginning of period  ...       $12.42 
                                          ----------------- 
Net investment income ...................         0.25 
Net realized and unrealized gain  .......         0.32 
                                          ----------------- 
Total from investment operations  .......         0.57 
                                          ----------------- 
Less dividends and distributions from: 
 Net investment income ..................        (0.26) 
 Net realized gain ......................        (0.32) 
                                          ----------------- 
Total dividends and distributions  ......        (0.58) 
                                          ----------------- 
Net asset value, end of period ..........       $12.41 
                                          ================= 
TOTAL INVESTMENT RETURN+ ................         4.60%(1) 
RATIOS TO AVERAGE NET ASSETS: 
Expenses ................................         1.43%(2) 
Net investment income ...................         3.92%(2) 
SUPPLEMENTAL DATA: 
Net assets, end of period, in thousands           $903 
Portfolio turnover rate .................           21% 
Average commission rate paid ............      $0.0535 
CLASS B SHARES 
PER SHARE OPERATING PERFORMANCE: 
Net asset value, beginning of period  ...       $12.42 
                                          ----------------- 
Net investment income ...................         0.20 
Net realized and unrealized gain  .......         0.33 
                                          ----------------- 
Total from investment operations  .......         0.53 
                                          ----------------- 
Less dividends and distributions from: 
 Net investment income ..................        (0.22) 
 Net realized gain ......................        (0.32) 
                                          ----------------- 
Total dividends and distributions  ......        (0.54) 
                                          ----------------- 
Net asset value, end of period ..........       $12.41 
                                          ================= 
TOTAL INVESTMENT RETURN+ ................         4.19%(1) 
RATIOS TO AVERAGE NET ASSETS: 
Expenses ................................         2.16%(2) 
Net investment income ...................         3.15%(2) 
SUPPLEMENTAL DATA: 
Net assets, end of period, in thousands        $34,021 
Portfolio turnover rate .................           21% 
Average commission rate paid ............      $0.0535
</TABLE>
- ------------ 
*      The date shares were first issued. Shareholders who held shares of 
       the Fund prior to July 28, 1997 (the date the Fund converted to a 
       multiple class share structure) should refer to the Financial Highlights
       of Class C to obtain the historical per share data and ratio information
       of their shares. 
++     The per share amounts were computed using an average number of shares 
       outstanding during the period. 
+      Does not reflect the deduction of sales charge. Calculated based on the 
       net asset value as of the last business day of the period. 
(1)    Not annualized. 
(2)    Annualized. 

                      SEE NOTES TO FINANCIAL STATEMENTS 

<PAGE>
DEAN WITTER BALANCED INCOME FUND 
FINANCIAL HIGHLIGHTS, continued 

<TABLE>
<CAPTION>
                                            FOR THE PERIOD 
                                            JULY 28, 1997* 
                                               THROUGH 
                                          JANUARY 31, 1998++ 
- ----------------------------------------  ------------------ 
<S>                                       <C>
CLASS D SHARES 
PER SHARE OPERATING PERFORMANCE: 
Net asset value, beginning of period  ...       $12.42 
                                          ----------------- 
Net investment income ...................         0.26 
Net realized and unrealized gain  .......         0.33 
                                          ----------------- 
Total from investment operations  .......         0.59 
                                          ----------------- 
Less dividends and distributions from: 
 Net investment income ..................        (0.27) 
 Net realized gain ......................        (0.32) 
                                          ----------------- 
Total dividends and distributions  ......        (0.59) 
                                          ----------------- 
Net asset value, end of period ..........       $12.42 
                                          ================= 
TOTAL INVESTMENT RETURN+ ................         4.79%(1) 
RATIOS TO AVERAGE NET ASSETS: 
Expenses.................................         1.16%(2) 
Net investment income ...................         4.15%(2) 
SUPPLEMENTAL DATA: 
Net assets, end of period, in thousands            $10 
Portfolio turnover rate .................           21% 
Average commission rate paid ............      $0.0535
</TABLE>
- ------------ 
*      The date shares were first issued. 
++     The per share amounts were computed using an average number of shares 
       outstanding during the period. 
+      Calculated based on the net asset value as of the last business day of 
       the period. 
(1)    Not annualized. 
(2)    Annualized. 

                      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, 1998, the results of its 
operations for the year then ended, the changes in its net assets for each of 
the two years in the period then ended and the financial highlights for each 
of the periods presented, 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, 1998 by 
correspondence with the custodian, provide a reasonable basis for the opinion 
expressed above. 

PRICE WATERHOUSE LLP 
1177 Avenue of the Americas 
New York, New York 10036 
March 10, 1998 

<PAGE>
DEAN WITTER BALANCED INCOME FUND 
FEDERAL TAX NOTICE (unaudited) 

                           1998 FEDERAL TAX NOTICE 

For the year ended January 31, 1998, the Fund paid to shareholders the 
following per share amounts from long-term capital gains. These distributions 
are taxable as 28% rate gains or 20% rate gains, as indicated below: 

<TABLE>
<CAPTION>
                                                                PER SHARE 
                                                ----------------------------------------- 
                                                 CLASS A    CLASS B   CLASS C    CLASS D 
                                                --------- ---------  --------- --------- 
<S>                                             <C>       <C>        <C>       <C>
Portion of long-term capital gains taxable as: 
 28% rate gain ................................   $0.10      $0.10     $0.19      $0.10 
 20% rate gain ................................    0.21       0.21      0.21       0.21 
                                                --------- ---------  --------- --------- 
Total long-term capital gains .................   $0.31      $0.31     $0.40      $0.31 
                                                ========= =========  ========= ========= 
</TABLE>

For the year ended January 31, 1998, 24.80% of the income dividends qualified 
for the dividends received deduction available to corporations. 

<PAGE>







TRUSTEES

Michael Bozic
Charles A. Fiumefreddo
Edwin J. Garn
John R. Haire
Wayne E. Hedien
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 P. Caloia
Treasurer

TRANSFER AGENT

Dean Witter Trust FSB
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



[Graphic]



ANNUAL REPORT
JANUARY 31, 1998











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