RULE 24f-2 NOTICE
For
DEAN WITTER LIQUID ASSET FUND INC.
(File No. 811-2575)
Fiscal Year for Which Notice is filed 08/31/95
Unsold balance at beginning of fiscal year INAP
of shares of beneficial interest previously
registered under Securities Act of 1933
Number of shares registered during fiscal NONE
year
Number of shares sold during fiscal year $28,802,984,447.54
pursuant to indefinite registration
*Calculation of filing fee:
(1) Sale price of shares sold during $28,802,984,447.54
fiscal year pursuant to indefinite
registration
(2) Purchase price of shares redeemed $27,430,965,581.13
during fiscal year
(3) Purchase price of shares previously $ - 0 -
applied pursuant to Section 24e-2(a)
(4) Item (2) less item (3) $27,430,965,581.13
(5) Item (1) less item (4) $ 1,372,018,866.41
(6) Amount of filing fee $ 473,109.95
By /s/ Sheldon Curtis
Sheldon Curtis
Vice President and General Counsel
Dated: September 25, 1995
DEAN WITTER LIQUID ASSET FUND INC.
Two World Trade Center
New York, New York 10048
September 25, 1995
Dean Witter Liquid Asset Fund Inc.
Two World Trade Center
New York, New York 10048
Dear Madam or Sir:
In connection with the public offering of shares of beneficial
interest, $.01 par value, of Dean Witter Liquid Asset Fund Inc.
("the Fund"), I have examined such corporate records and documents
and have made such further investigation and examination as I have
deemed necessary for the purpose of this opinion.
It is my opinion, as Legal Counsel for the Fund, that the Fund
is a corporation duly organized and validly existing under the laws
of the State of Maryland and that the common shares covered by the
Rule 24f-2 Notice, dated September 25, 1995 (File No. 811-2575),
were issued and paid for in accordance with the terms of the
offering, as set forth in the prospectus filed as part of the
Registration Statement, as amended, of the Fund and were legally
issued, fully paid and non-assessable by the Fund.
I hereby consent to the filing of this opinion as an exhibit
to the Notice pursuant to Rule 24f-2. In giving this consent, I
do not thereby admit that I am within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933,
as amended, or the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
Sheldon Curtis
General Counsel
SC:fr<PAGE>
