Schedule 14A Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the
Securities and Exchange Act of 1934 (Amendment No. )

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Check the appropriate box:

[ ] Preliminary Proxy Statement
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[ ] Soliciting Material Pursuant to Section 240.149-11 (c) or Section 240.14a-12

Morgan Stanley Dean Witter Municipal Premium Income Trust
---------------------------------------------------------
(Name of Registrant as Specified in its Charter)

LouAnne McInnis
---------------------------------------------------------
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Payment of Filing Fee (check the appropriate box):

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previous filing by registration statement number, or the Form
or Schedule and the date of its filing.

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4) Date Filed:

TCW/DW TERM TRUST 2002
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD DECEMBER 18, 2001

The Annual Meeting of Shareholders of TCW/DW TERM TRUST 2002 (the
"Trust"), an unincorporated business trust organized under the laws of the
Commonwealth of Massachusetts, will be held in the Conference Room, 2nd Floor,
Harborside Financial Center, Plaza Two, Jersey City, NJ 07311, on December 18,
2001, at 9:00 a.m., New York time, for the following purposes:

1. To elect three (3) Trustees to serve a three year term, or in each
case, until their successors shall have been elected and qualified; and

2. To transact such other business as may properly come before the
Meeting or any adjournment thereof.

Shareholders of record as of the close of business on October 23, 2001 are
entitled to notice of and to vote at the Meeting. If you cannot be present in
person, your management would greatly appreciate your filling in, signing and
returning the enclosed proxy promptly in the envelope provided for that
purpose. Alternatively, if you are eligible to vote telephonically by touchtone
telephone or electronically on the Internet (as discussed in the enclosed Proxy
Statement) you may do so in lieu of attending the Meeting in person.

In the event that the necessary quorum to transact business or the vote
required to approve or reject any proposal is not obtained at the Meeting, the
persons named as proxies may propose one or more adjournments of the Meeting to
permit further solicitation of proxies. Any such adjournment will require the
affirmative vote of the holders of a majority of the Trust's shares present in
person or by proxy at the Meeting. The persons named as proxies will vote in
favor of such adjournment those proxies which have been received by the date of
the Meeting.

BARRY FINK,
Secretary

November 6, 2001

--------------------------------------------------------------------------------
IMPORTANT

YOU CAN HELP THE TRUST AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-UP
LETTERS TO ENSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY. IF YOU
ARE UNABLE TO BE PRESENT IN PERSON, PLEASE FILL IN, SIGN AND RETURN THE
ENCLOSED PROXY IN ORDER THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT THE
MEETING. THE ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES. SHAREHOLDERS WILL BE ABLE TO VOTE TELEPHONICALLY BY TOUCHTONE
TELEPHONE OR ELECTRONICALLY ON THE INTERNET BY FOLLOWING INSTRUCTIONS
CONTAINED ON THEIR PROXY CARDS OR ON THE ENCLOSED VOTING INFORMATION CARD.
--------------------------------------------------------------------------------

TCW/DW TERM TRUST 2002

C/O MORGAN STANLEY DEAN WITTER TRUST FSB
HARBORSIDE FINANCIAL CENTER, PLAZA TWO
JERSEY CITY, NEW JERSEY 07311

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

PROXY STATEMENT

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

ANNUAL MEETING OF SHAREHOLDERS
DECEMBER 18, 2001

This statement is furnished in connection with the solicitation of proxies
by the Board of Trustees (the "Board" or "Trustees") of TCW/DW TERM TRUST 2002
(the "Trust"), for use at the Annual Meeting of Shareholders of the Trust to be
held on December 18, 2001, (the "Meeting"), and at any adjournments thereof.
The first mailing of this Proxy Statement is expected to be made on or about
November 7, 2001.

If the enclosed form of proxy is properly executed and returned in time to
be voted at the Meeting, the proxies named therein will vote the shares
represented by the proxy in accordance with the instructions marked thereon.
Unmarked proxies will be voted for each of the nominees for election as
Trustee, as set forth in the attached notice of Annual Meeting of Shareholders.
A proxy may be revoked at any time prior to its exercise by any of the
following: written notice of revocation to the Secretary of the Trust,
execution and delivery of a later dated proxy to the Secretary of the Trust
(whether by mail or, as described below, by touchtone telephone or the
Internet) (if returned and received in time to be voted), or attendance and
voting at the Meeting. Attendance at the Meeting will not in and of itself
revoke a proxy.

Holders of shares of the Trust ("Shareholders") as of the close of
business on October 23, 2001, the record date for the determination of
Shareholders entitled to notice of and to vote at the Meeting (the "Record
Date"), are entitled to one vote for each share held and a fractional vote for
a fractional share. On October 23, 2001 there were 37,876,061 shares of
beneficial interest of the Trust outstanding, all with $0.01 par value. No
person was known to own as much as 5% of the outstanding shares of the Trust on
that date. The percentage ownership of shares of the Trust changes from time to
time depending on purchases and sales by Shareholders and the total number of
shares outstanding.

The cost of soliciting proxies for the Meeting, consisting principally of
printing and mailing expenses, will be borne by the Trust. The solicitation of
proxies will be by mail, which may be supplemented by solicitation by mail,
telephone or otherwise through Trustees, officers of the Trust, or officers and
regular employees of Morgan Stanley Services Company Inc. ("Morgan Stanley
Services" or the "Manager") or its parent company Morgan Stanley Investment
Advisors Inc. ("Morgan Stanley Investment Advisors"), Morgan Stanley Dean
Witter Trust FSB ("Morgan Stanley Trust" or the "Transfer Agent") and/or Morgan
Stanley DW Inc. ("Morgan Stanley DW"), without special compensation therefor.
In addition, the Trust may employ Alamo Direct Mail Services, Inc. ("Alamo") as
proxy solicitor, at a cost of which is not expected to exceed $3,000 and which
will be borne by the Trust.

Shareholders will be able to vote their shares by touchtone telephone or
by Internet by following the instructions on the proxy card or on the Voting
Information Card accompanying this Proxy Statement. To vote by Internet or by
telephone, Shareholders can access the website or call the toll-free number
listed on the proxy card or noted in the enclosed voting instructions. To vote
by Internet or by telephone, Shareholders will need the "control number" that
appears on the proxy card.

In certain instances, Alamo and Morgan Stanley Trust may call Shareholders
to ask if they would be willing to have their votes recorded by telephone. The
telephone voting procedure is designed to authenticate Shareholders'
identities, to allow Shareholders to authorize the voting of their shares in
accordance with their instructions and to confirm that their instructions have
been recorded properly. No recommendation will be made as to how a Shareholder
should vote on any Proposal other than to refer to the recommendations of the
Board. The Trust has been advised by counsel that these procedures are
consistent with the requirements of applicable law. Shareholders voting by
telephone in this manner will be asked for their social security number or
other identifying information and will be given an opportunity to authorize
proxies to vote their shares in accordance with their instruction. To ensure
that the Shareholders' instructions have been recorded correctly they will
receive a confirmation of their instructions in the mail. A special toll-free
number set forth in the confirmation will be available in case the information
contained in the confirmation is incorrect. Although a Shareholder's vote may
be taken by telephone, each Shareholder will receive a copy of this Proxy
Statement and may vote by mail using the enclosed proxy card or by touchtone
telephone or the Internet as set forth above. The last proxy vote received in
time to be voted, whether by proxy card, touchtone telephone or Internet, will
be the vote that is counted and will revoke all previous votes by the
Shareholder. With respect to the solicitation of a telephonic vote by Alamo,
additional expenses would include $7.00 per telephone vote transacted, $3.00
per outbound telephone contact and costs relating to obtaining Shareholders'
telephone numbers, which would be borne by the Trust.

(1) ELECTION OF TRUSTEES

The number of Trustees has currently been fixed by the Trustees, pursuant
to the Trust's Declaration of Trust, at nine. There are currently nine
Trustees, three of whom are standing for election at this Meeting, to serve a
three year term, in accordance with the Trust's Declaration of Trust.

Six of the current nine Trustees (Michael Bozic, Edwin J. Garn, Wayne E.
Hedien, Manuel H. Johnson, Michael E. Nugent and John L. Schroeder) are
"Independent Trustees," that is, Trustees who are not "interested persons" of
the Trust, as that term is defined in the Investment Company Act of 1940, as
amended (the "1940 Act"). The other three current Trustees, Charles A.
Fiumefreddo, James F. Higgins and Philip J. Purcell, are "interested persons"
(as that term is defined in the 1940 Act) of the Trust and Morgan Stanley
Investment Advisors and thus, are not Independent Trustees. The nominees for
election as Trustees of the Trust have been proposed by the Trustees now
serving or, in the case of the nominees for positions as Independent Trustees,
by the Independent Trustees now serving. All of the Trustees previously have
been elected by the Shareholders of the Trust.

The nominees of the Board of Trustees for election as Trustee are listed
below. It is the intention of the persons named in the enclosed form of proxy
to vote the shares represented by them for the election of these nominees:
Edwin J. Garn, Michael E. Nugent and Philip J. Purcell. Should any of the
nominees become unable or unwilling to accept nomination or election, the
persons named in the proxy will exercise their voting power in favor of such
person or persons as the Board may recommend or, in the case of an Independent
Trustee nominee, as the Independent Trustees may recommend. All of the nominees
have consented to being named in this Proxy Statement and to serve if elected.
The Trust knows of no reason why any of the said nominees would be unable or
unwilling to accept nomination or election. The election of each Trustee
requires the approval of a majority of the shares of the Trust represented and
entitled to vote at the Meeting.

Pursuant to the provisions of the Trust's Declaration of Trust, the
Trustees are divided into three separate classes, each class having a term of
three years. The term of office of one of each of the three classes will expire
each year.

The Board of Trustees previously determined that any nominee for election
as Trustee will stand for election as Trustee and serve as Trustee in one of
the three classes of Trustees as follows: Class I--Messrs. Bozic Fiumefreddo
and Higgins; Class II--Messrs. Hedien, Johnson and Schroeder; and Class
III--Messrs. Garn, Nugent and Purcell. Each nominee will, if elected, serve a
term of up to approximately three years running for the period assigned to that
class and terminating at the date of the Annual Meeting of Shareholders so
designated by the Board, or any adjournment thereof. As a consequence of this
method of election, the replacement of a majority of the Board could be delayed
for up to two years. In accordance with the above, the Class III Trustees are
standing for election at this Meeting and, if elected, will serve a three year
term or until their successors have been elected and qualified.

The following information regarding each of the nominees for election as
Trustee and each of the other members of the Board includes his principal
occupations and employment for at least the last five years, his age, shares of
the Trust owned, if any, as of October 23, 2001 (shown in parentheses),
positions with the Trust, and directorships or trusteeships in companies which
file periodic reports with the Securities and Exchange Commission, including
the 2 investment companies, TCW/DW Term Trust 2002 and TCW/DW Term Trust 2003,
for which TCW Investment Management Company serves as investment adviser (the
"Investment Adviser" or the "Adviser"), and Morgan Stanley Investment Advisors'
wholly-owned subsidiary, Morgan Stanley Services, serves as manager (referred
to herein as the "TCW/DW Term Trusts"), and the 97 investment companies for
which Morgan Stanley Investment Advisors serves as investment manager or
investment advisor (referred to herein as the "Morgan Stanley Funds").

The nominees for Trustee to be elected at this Meeting are:

EDWIN JACOB (JAKE) GARN, Trustee since June 1999; age 69; Director or
Trustee of the Morgan Stanley Funds and the TCW/DW Term Trusts; formerly United
States Senator (R-Utah) (1974-1992) and Chairman, Senate Banking Committee
(1980-1986); formerly Mayor of Salt Lake City, Utah (1971-1974); formerly
Astronaut, Space Shuttle Discovery (April 12-19, 1985); formerly Vice Chairman,
Huntsman Corporation (chemical company (1993-1999)); Director of Franklin Covey
(time management systems), BMW Bank of North America, Inc. (industrial loan
corporation), United Space Alliance (joint venture between Lockheed Martin and
the Boeing Company) and Nuskin Asia Pacific (multilevel marketing); member of
the Utah Regional Advisory Board of Pacific Corp.; member of the board of
various civic and charitable organizations.

MICHAEL E. NUGENT, Trustee since September 1992; age 65; General Partner,
Triumph Capital, L.P., a private investment partnership; Chairman of the
Insurance Committee and Director or Trustee of the Morgan Stanley Funds and the
TCW/DW Term Trusts; director/trustee of various investment companies managed by
Morgan Stanley Investment Management Inc. and Morgan Stanley Investments LP
(since July 2001); formerly Vice President, Bankers Trust Company and BT
Capital Corporation; director of various business organizations.

PHILIP J. PURCELL, Trustee since June 1999; age 58; Chairman of the Board
of Directors and Chief Executive Officer of Morgan Stanley Dean Witter & Co.
("Morgan Stanley"), Morgan Stanley DW and Novus Credit Services Inc.; Director
of Morgan Stanley Distributors Inc. ("Morgan Stanley Distributors"); Director
or Trustee of the Morgan Stanley Funds and the TCW/DW Term Trusts; Director of
American Airlines, Inc. and its parent company, AMR Corporation; Director
and/or officer of various Morgan Stanley Dean Witter & Co. ("Morgan Stanley")
subsidiaries.

----------
* Messrs. Fiumefreddo, Higgins and Purcell may be deemed "interested persons"
of the Trust as defined in Section 2(a)(19) of the 1940 Act, due to their
affiliation with the Manager and/or its affiliated companies.

The Trustees who are not standing for reelection at this Meeting are:

MICHAEL BOZIC, Trustee since June 1999; age 60; Retired; Director or
Trustee of the Morgan Stanley Funds and the TCW/DW Term Trusts; formerly Vice
Chairman of Kmart Corporation (December 1998-October 2000); formerly Chairman
and Chief Executive Officer of Levitz Furniture Corporation (November
1995-November 1998); formerly President and Chief Executive Officer of Hills
Department Stores (1991-1995); formerly variously Chairman, Chief Executive
Officer, President and Chief Operating Officer (1987-1991) of the Sears
Merchandise Group of Sears, Roebuck and Co.; Director of Weirton Steel
Corporation.

CHARLES A. FIUMEFREDDO, Trustee since June 1993; age 68; Chairman,
Director or Trustee and Chief Executive Officer of the Morgan Stanley Funds and
the TCW/DW Term Trusts; formerly Chairman, Chief Executive Officer and Director
of Morgan Stanley Investment Advisors, Morgan Stanley Services and Morgan
Stanley Distributors, Executive Vice President of Morgan Stanley DW, Chairman
and Director of Morgan Stanley Trust and Director and/or officer of various
Morgan Stanley subsidiaries (until June 1998).

WAYNE E. HEDIEN, Trustee since June 1999; age 67; Retired; Director or
Trustee of the Morgan Stanley Funds and the TCW/DW Term Trusts; Director of The
PMI Group, Inc. (private mortgage insurance); Trustee and Vice Chairman of The
Field Museum of Natural History; formerly associated with the Allstate
Companies (1966-1994), most recently as Chairman of The Allstate Corporation
(March 1993-December 1994) and Chairman and Chief Executive Officer of its
wholly-owned subsidiary, Allstate Insurance Company (July 1989-December 1994);
director of various other business and charitable organizations.

JAMES F. HIGGINS, Trustee since June 2000; age 53; Chairman of the
Individual Investor Group of Morgan Stanley (since August 2000); Director of
Morgan Stanley Trust, Morgan Stanley Distributors and Dean Witter Realty Inc.;
Director or Trustee of the Morgan Stanley Funds and the TCW/DW Term Trusts
(since June 2000); previously President and Chief Operating Officer of the
Private Client Group of Morgan Stanley (May 1999-August 2000), President and
Chief Operating Officer of Individual Securities of Morgan Stanley (February
1997-May 1999), President and Chief Operating Officer of Dean Witter Securities
of Morgan Stanley (1995-February 1997), and Director (1985-1997) of Morgan
Stanley DW.

MANUEL H. JOHNSON, Trustee since September 1992; age 52; Senior Partner,
Johnson Smick International, Inc., a consulting firm; Co-Chairman and a founder
of the Group of Seven Council (G7C), an international economic commission;
Chairman of the Audit Committee and Director or Trustee of the Morgan Stanley
Funds and the TCW/DW Term Trusts; Director of NVR, Inc. (home construction);
Chairman and Trustee of the Financial Accounting Foundation (oversight
organization for the Financial Accounting Standards Board); formerly Vice
Chairman of the Board of Governors of the Federal Reserve System and Assistant
Secretary of the U.S. Treasury.

JOHN L. SCHROEDER, Trustee since April 1995; age 71; Retired; Chairman of
the Derivatives Committee and Director or Trustee of the Morgan Stanley Funds
and the TCW/DW Term Trusts; Director of Citizens Communications Company
(telecommunications company); formerly Executive Vice President and Chief
Investment Officer of the Home Insurance Company.

The executive officers of the Trust are: Mitchell M. Merin, President;
Barry Fink, Vice President, Secretary and General Counsel; Ronald E. Robison,
Vice President; Robert S. Giambrone, Vice President; Philip A. Barach, Vice
President, Jeffrey E. Gundlach, Vice President; Frederick H. Horton, Vice
President; and Thomas F. Caloia, Treasurer. In addition, Marilyn K. Cranney,
Natasha Kassian, Todd Lebo, Lou Anne D. McInnis, Carsten Otto, Ruth Rossi and
George Silfen, serve as Assistant Secretaries.

Mr. Merin is 48 years old and is currently President and Chief Operating
Officer of Morgan Stanley Investment Management (since December 1998),
President, Director (since April 1997) and Chief Executive Officer (since June
1998) of Morgan Stanley Investment Advisors and Morgan Stanley Services,
Chairman, Chief Executive Officer and Director of Morgan Stanley Distributors
(since June 1998), Chairman and Chief Executive Officer (since June 1998) and
Director (since January 1998) of Morgan Stanley Trust, President of the Morgan
Stanley Funds and the TCW/DW Term Trusts (since May 1999), Trustee of various
Van Kampen investment companies (since December 1999) and Director of various
other Morgan Stanley subsidiaries. Mr. Fink is 46 years old and is currently
General Counsel (since May 2000) and Managing Director (since December 2000) of
Morgan Stanley Investment Management; Managing Director (since December 2000),
Secretary and General Counsel (since February 1997) and Director (since July
1998) of Morgan Stanley Investment Advisors and Morgan Stanley Services;
Assistant Secretary of Morgan Stanley DW; he is also Vice President and
Secretary of Morgan Stanley Distributors and Vice President, Secretary and
General Counsel of the Morgan Stanley Funds and the TCW/DW Term Trusts (since
February 1997). He was previously Senior Vice President, Assistant Secretary
and Assistant General Counsel of Morgan Stanley Investment Advisors and Morgan
Stanley Services. Mr. Robison is 62 years old and is currently Managing
Director and Chief Administrative Officer (since September 1998) and Director
(since February 1999) of Morgan Stanley Investment Advisors and Morgan Stanley
Services; prior thereto he was a Managing Director of the TCW Group, Inc. Mr.
Giambrone is 47 years old and is currently Executive Director of Morgan Stanley
Investment Advisors, Morgan Stanley Services, Morgan Stanley Distributors and
Morgan Stanley Trust and Director of Morgan Stanley Trust. Mr. Caloia is 55
years old and is currently First Vice President and Assistant Treasurer of
Morgan Stanley Investment Advisors and Morgan Stanley Services. Other than Mr.
Robison, each of the above officers has been an employee of Morgan Stanley
Investment Advisors or its affiliates for over five years. Mr. Barach is 49
years old and is currently a Managing Director of Trust Company of the West,
TCW Asset Management Company and TCW Investment Management Company. Mr.
Gundlach is 42 years old and is currently a Managing Director of Trust Company
of the West, TCW Asset Management Company and TCW Investment Management
Company. Mr. Horton is 43 years old and is currently a Managing Director of
Trust Company of the West, TCW Asset Management Company and TCW Investment
Management Company. Messrs. Barach, Gundlach and Horton have been associated
with the TCW Group, Inc. and/or its subsidiaries for over five years.

THE BOARD OF TRUSTEES, THE INDEPENDENT TRUSTEES, AND THE COMMITTEES

The Board of Trustees consists of nine (9) trustees. These same
individuals also serve as trustees for TCW/DW Term Trust 2003. As of September
30, 2001, the TCW/DW Term Trusts had total net assets of approximately $1.2
billion and approximately 35,000 shareholders.

Six Trustees (67% of the total number) have no affiliation or business
connection with TCW Investment Management Company or Morgan Stanley Services or
any of their affiliated persons and do not own any stock or other securities
issued by Morgan Stanley or TCW, the parent companies of Morgan Stanley
Services and TCW Investment Management Company, respectively. These are the
"disinterested" or "independent" Trustees.

Law and regulation establish both general guidelines and specific duties
for the Independent Trustees. The TCW/DW Term Trusts seek as Independent
Trustees individuals of distinction and experience in business and finance,
government service or academia; these are people whose advice and counsel are
in demand by others and for whom there is often competition. To accept a
position on the TCW/DW Term Trusts' Boards, such individuals may reject other
attractive assignments because the TCW/DW Term Trusts make substantial demands
on their time.

All of the Independent Trustees serve as members of the Audit Committee.
In addition, three of them also serve as members of the Derivatives Committee
and the Insurance Committee. The Trust does not have any nominating or
compensation committees.

The Independent Trustees are charged with recommending to the full Board
approval of management, advisory and administration contracts, and distribution
and underwriting agreements; continually reviewing Trust performance; checking
on the pricing of portfolio securities, brokerage commissions, transfer agent
costs and performance, and trading among the TCW/DW Term Trusts in the same
complex; and approving fidelity bond and related insurance coverage and
allocations, as well as other matters that arise from time to time.

The Audit Committee is charged with recommending to the full Board the
engagement or discharge of the Trust's independent auditors; directing
investigations into matters within the scope of the independent auditors'
duties, including the power to retain outside specialists; reviewing with the
independent auditors the audit plan and results of the auditing engagement;
approving professional services provided by the independent auditors and other
accounting firms prior to the performance of such services; reviewing the
independence of the independent auditors; considering the range of audit and
non-audit fees; reviewing the adequacy of the Trust's system of internal
controls; and preparing and submitting Committee meeting minutes to the full
Board. All of the members of the Audit Committee are independent as defined in
the New York Stock Exchange Corporate Governance Standards for audit
committees.

The Board of each TCW/DW Term Trust has formed a Derivatives Committee to
approve parameters for and monitor the activities of each TCW/DW Term Trust
with respect to derivative investments, if any, made by each TCW/DW Term Trust.
Finally, the Board of each TCW/DW Term Trust has formed an Insurance Committee
to review and monitor the insurance coverage maintained by each TCW/DW Term
Trust.

For the fiscal year ended September 30, 2001, the Board of Trustees of the
Trust held 6 meetings, and the Audit Committee, the Independent Trustees, the
Derivatives Committee and the Insurance Committee of the Trust held 12, 9, 4
and 1 meeting(s), respectively. No Trustee attended fewer than 75% of the
meetings of the Board of Trustees, the Audit Committee, the Independent
Trustees, the Derivatives Committee or the Insurance Committee held while he
served in such positions.

AUDIT COMMITTEE REPORT

The Board of Trustees has adopted a formal written charter for the Audit
Committee which sets forth the Audit Committee's responsibilities. A copy of
the Audit Committee charter is attached to this Proxy Statement as Exhibit A.

The Audit Committee has reviewed and discussed the financial statements of
the Trust with management as well as with Deloitte & Touche LLP, the
independent auditors for the Trust. In the course of its discussions, the Audit
Committee also discussed with Deloitte & Touche LLP any relevant matters
required to be discussed under Statement on Auditing Standards No. 61. Based on
this review, the Audit Committee recommended to the Board of Trustees that the
Trust's audited financial statements be included in the Trust's Annual Report
to Shareholders for the most recent fiscal year for filing with the Securities
and Exchange Commission. The Audit Committee has received the written
disclosures and the letter from Deloitte & Touche LLP required under
Independence Standards Board No. 1 and has discussed with the independent
auditors their independence.

The Audit Committee

Manuel H. Johnson (Chairman)
Michael Bozic
Edwin J. Garn
Wayne E. Hedien
Michael E. Nugent
John L. Schroeder

ADVANTAGES OF HAVING SAME INDIVIDUALS AS INDEPENDENT TRUSTEES FOR ALL TCW/DW
TERM TRUSTS

The Independent Trustees and the TCW/DW Term Trusts' management believe
that having the same Independent Trustees for each of the TCW/DW Term Trusts
avoids the duplication of effort that would arise from having different groups
of individuals serving as Independent Trustees for each of the TCW/DW Term
Trusts. They believe that having the same individuals serve as Independent
Trustees of all the TCW/DW Term Trusts tends to increase their knowledge and
expertise regarding matters which affect the TCW/DW Term Trusts generally and
enhances their ability to negotiate on behalf of each TCW/DW Term Trust with
the TCW/DW Term Trust's service providers. This arrangement also precludes the
possibility of separate groups of Independent Trustees arriving at conflicting
decisions regarding operations and management of the TCW/DW Term Trusts and
avoids the cost and confusion that would likely ensue. Finally, having the same
Independent Trustees serve on all TCW/DW Term Trust Boards enhances the ability
of each TCW/DW Term Trust to obtain, at modest cost to each separate TCW/DW
Term Trust, the services of Independent Trustees of the caliber, experience and
business acumen of the individuals who serve as Independent Trustees of the
TCW/DW Term Trusts.

SHARE OWNERSHIP BY TRUSTEES

The Trustees have adopted a policy pursuant to which each Trustee and/or
his or her spouse is required to invest at least $25,000 in any of the TCW/DW
Term Trusts, the Morgan Stanley Funds on whose boards the Trustee serves. In
addition, the policy contemplates that the Trustees will, over time, increase
their aggregate investment in these funds above the $25,000 minimum
requirement. The Trustees may allocate their investments among specific Funds
in any manner they determine is appropriate based on their individual
investment objectives. As of the date of this Proxy Statement, each Trustee is
in compliance with the policy. Any future Trustee will be given a one year
period following his or her election within which to comply with the foregoing.
As of September 30, 2001, the total value of the investments by the Trustees
and/or their spouses in shares of the aforementioned funds was approximately
$58.2 million.

As of the record date for this Meeting, the aggregate number of shares of
beneficial interest of the Trust owned by the Trust's officers and Trustees as
a group was less than 1 percent of the Trust's shares of beneficial interest
outstanding.

COMPENSATION OF INDEPENDENT TRUSTEES

The Trust pays each Independent Trustee an annual fee of $800 plus a per
meeting fee of $50 for meetings of the Board of Trustees, the Independent
Trustees or Committees of the Board of Trustees attended by the Trustee (the
Trust pays the Chairman of the Audit Committee an additional annual fee of $750
and the Chairmen of the Derivatives and Insurance Committees additional annual
fees of $500). If a Board meeting and a meeting of the Independent Trustees or
a Committee meeting, or a meeting of the Independent Trustees and/or more than
one Committee meeting, take place on a single day, the Trustees are paid a
single meeting fee by the Trust. The Trust also reimburses such Trustees for
travel and other out-of-pocket expenses incurred by them in connection with
attending such meetings. Trustees and officers of the Trust who are or have
been employed by the Manager or the Adviser or an affiliated company of either
receive no compensation or expense reimbursement from the Trust for their
services as Trustee. The Trustees of the TCW/DW Term Trusts do not have
retirement or deferred compensation plans.

The following table illustrates the compensation paid to the Trust's
Independent Trustees by the Trust for the fiscal year ended September 30, 2001.

TRUST COMPENSATION

AGGREGATE
COMPENSATION
NAME OF INDEPENDENT TRUSTEE FROM THE TRUST
------------------------------- --------------
Michael Bozic ............................ $1,650
Edwin J. Garn ............................ 1,650
Wayne E. Hedien .......................... 1,650
Dr. Manuel H. Johnson .................... 2,450
Michael E. Nugent ........................ 2,200
John L. Schroeder ........................ 2,200

The following table illustrates the compensation paid to the Trust's
Independent Trustees for the calendar year ended December 31, 2000 for services
to the 2 TCW/DW Term Trusts.

CASH COMPENSATION FROM TCW/DW TERM TRUSTS

TOTAL
CASH COMPENSATION
FOR SERVICES TO
NAME OF INDEPENDENT TRUSTEE 2 TCW/DW TERM TRUSTS
------------------------------- --------------------
Michael Bozic ........................... $3,100
Edwin J. Garn ........................... 3,200
Wayne E. Hedien ......................... 3,200
Dr. Manuel H. Johnson ................... 4,750
Michael E. Nugent ....................... 4,250
John L. Schroeder ...................... 4,150

THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION
FOR EACH OF THE TRUSTEES NOMINATED FOR ELECTION.

INVESTMENT ADVISER

TCW Investment Management Company (the "Investment Adviser") is the
Trust's investment adviser. The Investment Adviser, a California corporation,
is a wholly-owned subsidiary of The TCW Group, Inc. ("The TCW Group"), a Nevada
corporation, whose direct and indirect subsidiaries, including Trust Company of
the West and TCW Asset Management Company, provide a variety of trust,
investment management and investment advisory services. Societe Generale Asset
Management S.A. may be deemed to be a control person of the Investment Adviser
by reason of its ownership of more than 25% of the outstanding voting stock of
The TCW Group. Societe Generale Asset Management S.A. is a wholly owned
subsidiary of Societe Generale S.A., France's second largest bank. Societe
Generale Asset Management S.A., when combined with the Investment Adviser and
its affiliates, had over $240 billion dollars in assets under management as of
September 30, 2001. The Investment Adviser is headquartered at 865 South
Figueroa Street, Suite 1800, Los Angeles, California 90017.

The principal executive officers and directors of the Investment Adviser,
and their principal occupations, and dates of service are shown below. The
address of each officer and director is the same as the address of the
Investment Adviser as set forth above.

NAME
LENGTH OF SERVICE POSITION AND PRINCIPAL OCCUPATION
----------------------- --------------------------------------------------------------------------------

Alvin R. Albe, Jr. TCW Investment Management Company--Director, President & Chief Executive
1991 -- Present Officer; The TCW Group, Inc.--Executive Vice President; Trust Company of the
West--Director & Executive Vice President; TCW Asset Management Company--
Director & Executive Vice President; TCW Convertible Securities Fund, Inc.--
Senior Vice President; TCW Galileo Funds, Inc.--President

Michael E. Cahill TCW Investment Management Company--Managing Director, General Counsel &
1991 -- Present Secretary; The TCW Group, Inc.--Managing Director, General Counsel and
Secretary; Trust Company of the West--Managing Director, General Counsel &
Secretary; TCW Asset Management Company--Director, Managing Director,
General Counsel & Secretary; TCW Convertible Securities Fund, Inc.--General
Counsel & Assistant Secretary; TCW Galileo Funds, Inc.-- Senior Vice President,
General Counsel & Assistant Secretary

David S. DeVito TCW Investment Management Company--Managing Director, Chief Financial
1993 -- Present Officer & Assistant Secretary; The TCW Group, Inc.--Managing Director, Chief
Financial Officer & Assistant Secretary; Trust Company of the West--Managing
Director, Chief Financial Officer & Assistant Secretary; TCW Asset Management
Company--Managing Director, Chief Financial Officer & Assistant Secretary;
Apex Mortgage Capital, Inc.--Controller and Interim Chief Financial Officer;
TCW Convertible Securities Fund, Inc.--Treasurer; TCW Galileo Funds, Inc.--
Treasurer

Thomas E. Larkin, Jr. TCW Investment Management Company--Director and Vice Chairman; The TCW
1977 -- Present Group, Inc.--Director & Vice Chairman; Trust Company of the West--Director &
Vice Chairman; TCW Asset Management Company--Director & Vice Chairman;
TCW Convertible Securities Fund, Inc.--Senior Vice President; TCW Galileo
Funds, Inc.--Director & Vice Chairman

Hillary G.D. Lord TCW Investment Management Company--Managing Director, Chief Compliance
1987 -- Present Officer & Assistant Secretary; The TCW Group, Inc.--Managing Director, Chief
Compliance Officer & Assistant Secretary; Trust Company of the West--Managing
Director, Chief Compliance Officer; TCW Asset Management Company--
Managing Director & Chief Compliance Officer; TCW Convertible Securities
Fund, Inc.--Senior Vice President & Assistant Secretary; TCW Galileo Funds,
Inc.--Assistant Secretary

William C. Sonneborn TCW Investment Management Company--Executive Vice President & Assistant
1998 -- Present Secretary; The TCW Group, Inc.--Executive Vice President & Assistant Secretary;
Trust Company of the West--Executive Vice President & Assistant Secretary;
TCW Asset Management Company--Executive Vice President & Assistant
Secretary

Marc I. Stern TCW Investment Management Company--Director, Chairman; The TCW Group,
1992 -- Present Inc.--Director, President; Trust Company of the West--Director & Vice Chairman;
TCW Asset Management Company--Vice Chairman & President; Apex Mortgage
Capital, Inc.--Director, Chairman of the Board; TCW Galileo Funds, Inc.--
Director, Chairman; Public Company Board Member: Qualcomm, Incorporated

Mr. Robert A. Day may be deemed to be a control person of the Investment
Adviser by virtue of the aggregate ownership of Mr. Robert Day and his family
of more than 25% of the outstanding voting stock of The TCW Group, Inc.

MANAGER

Morgan Stanley Services Company Inc. ("Morgan Stanley Services") is the
Trust's Manager. Morgan Stanley Services is a wholly-owned subsidiary of Morgan
Stanley Investment Advisors Inc. ("Morgan Stanley Investment Advisors"). The
address of Morgan Stanley Services is Harborside Financial Center, Plaza Two,
Jersey City, New Jersey 07311. Morgan Stanley Investment Advisors maintains its
offices at 1221 Avenue of the Americas, New York, NY 10020. Morgan Stanley
Investment Advisors is a wholly-owned subsidiary of Morgan Stanley, a
preeminent global financial services firm that maintains leading market
positions in each of its three primary businesses--securities, asset management
and credit services.

The Principal Executive Officer and Directors of Morgan Stanley Investment
Advisors are Mitchell M. Merin, President and Chief Executive Officer, Ronald
E. Robison, Managing Director and Chief Administrative Officer and Barry Fink,
Managing Director, Secretary and General Counsel. The principal occupations of
Messrs. Merin, Robison and Fink are described above under the section "Election
of Trustees." The business address of the Executive Officer and other Directors
is 1221 Avenue of the Americas, New York, New York 10020.

Morgan Stanley Investment Advisors and Morgan Stanley Services serve in
various investment management, advisory, management and administrative
capacities to investment companies and pension plans and other institutional
and individual investors.

Morgan Stanley has its offices at 1585 Broadway, New York, New York 10036.
There are various lawsuits pending against Morgan Stanley involving material
amounts which, in the opinion of its management, will be resolved with no
material effect on the consolidated financial position of the Company.

FEES PAID TO INDEPENDENT AUDITORS

AUDIT FEES PAID BY THE TRUST

The fees for professional services rendered by Deloitte & Touche LLP in
connection with the annual audit and review of the Trust's financial statements
for its fiscal year ended September 30, 2001 were $35,000.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

There were no professional services rendered by Deloitte & Touche LLP to
the Trust, the investment advisor, or affiliated entities that provide services
to the Trust during its most recent fiscal year ended, relating to financial
information systems design and implementation.

ALL OTHER FEES

The aggregate fees for professional services rendered by Deloitte & Touche
LLP for other non-audit services provided to the Trust, the investment advisor,
the manager and to affiliated entities that provided services to the Trust
amounted to $9.4 million, which fees related to services such as tax and
regulatory consultation, tax return preparation, agreed upon procedures,
compliance and improving business and operational processes.

The Audit Committee of the Trust considered whether Deloitte & Touche
LLP's provision of non-audit services is compatible with maintaining their
independence.

ADDITIONAL INFORMATION

Abstentions and, if applicable, broker "non-votes" will not count as votes
in favor of any of the proposals, and broker "non-votes" will not be deemed to
be present at the Meeting for purposes of determining whether a particular
proposal to be voted upon has been approved. Broker "non-votes" are shares held
in street name for which the broker indicates that instructions have not been
received from the beneficial owners or other persons entitled to vote and for
which the broker does not have discretionary voting authority.

Four purported class action lawsuits have been filed in the Superior Court
for the State of California, County of Orange, against some of the Trust's
Trustees and officers, one of its underwriters, the lead representative of its
underwriters, the Adviser, the Manager and other defendants -- but not against
the Trust -- by certain shareholders of the Trust and other trusts for which the
defendants act in similar capacities. These plaintiffs generally allege
violations of state statutory and common law in connection with the marketing of
the Trust to customers of one of the underwriters. Damages, including punitive
damages, are sought in an unspecified amount. On or about October 20, 1995, the
plaintiffs filed an amended complaint consolidating these four actions. The
defendants thereafter filed answers and affirmative defenses to the consolidated
amended complaint. The defendants' answers deny all of the material allegations
of the plaintiffs' complaint. In 1996, the plaintiffs voluntarily dismissed,
without prejudice, their claims against two defendants who were independent
Trustees of the Trusts. In March 1997, all of the remaining defendants in the
litigation filed motions for judgment on the pleadings, seeking dismissal of all
of the claims asserted against them. The defendants' motions were fully briefed
by all parties and were the subject of a hearing before the Court on April 18,
1997. In July, 1997, the Court denied the motion for judgment on the pleadings.
In August 1997, plaintiffs filed a motion for class certification. In their
motion, the plaintiffs requested certification of a "nationwide" class of Term
Trust purchasers. On June 1, 1998, the Court granted in part and denied in part
the plaintiff's motion for class certification. The Court ruled that plaintiff's
motion was "granted as to [a California] statewide class," but was "denied as to
a nationwide class." The case has been settled subject to judicial approval
following a fairness hearing. On October 13, 1998, three separate class actions
alleging similar claims on behalf of the residents of the states of Florida, New
Jersey and New York were filed in the state courts of those states. The
defendants removed the Florida action to federal court and the plaintiffs'
motion to remand the action to state court was denied. Motions to dismiss were
filed by the defendants in the Florida action on August 30, 1999, in the New
Jersey action on July 26, 1999 and in the New York action on September 10, 1999.
The New Jersey action was dismissed by the court with prejudice and no appeal
was filed. The motion to dismiss the Florida action was denied on January 27,
2000. The case was subsequently removed to Florida state court and the
litigation remains pending. The Supreme Court of the State of New York dismissed
the New York action with prejudice on April 25, 2000 and no appeal was filed.

Certain of the defendants in these suits have asserted their right to
indemnification from the Trust.

The ultimate outcome of these matters is not presently determinable, and
no provision has been made in the Trust's financial statements for the effect,
if any, of such matters.

SHAREHOLDER PROPOSALS

Proposals of security holders intended to be presented at the next Annual
Meeting of Shareholders must be received no later than July 16, 2002 for
inclusion in the proxy statement and proxy for that meeting. The mere
submission of a proposal does not guarantee its inclusion in the proxy
materials or its presentation at the meeting. Certain rules under the federal
securities laws must be met.

REPORTS TO SHAREHOLDERS

THE TRUST'S MOST RECENT ANNUAL REPORT AND ITS MOST RECENT SEMI-ANNUAL
REPORT SUCCEEDING THE ANNUAL REPORT PREVIOUSLY HAVE BEEN SENT TO SHAREHOLDERS
AND ARE AVAILABLE WITHOUT CHARGE UPON REQUEST FROM NINA WESSEL AT MORGAN
STANLEY DEAN WITTER TRUST FSB, HARBORSIDE FINANCIAL CENTER, PLAZA TWO, 2ND
FLOOR, JERSEY CITY, NEW JERSEY 07311 (TELEPHONE 1-800-869-NEWS) (TOLL-FREE).

INTEREST OF CERTAIN PERSONS

Morgan Stanley, Morgan Stanley Investment Advisors, Morgan Stanley DW,
Morgan Stanley Services, The TCW Group, Inc. and its affiliates, and certain of
the respective Directors, Officers, and employees of each, including persons
who are Trustees or Officers of the Trust, may be deemed to have an interest in
certain of the proposals described in this Proxy Statement to the extent that
certain of such companies and their affiliates have contractual and other
arrangements, described elsewhere in this Proxy Statement, pursuant to which
they are paid fees by the Trust, and certain of those individuals are
compensated for performing services relating to the Trust and may also own
shares of Morgan Stanley and The TCW Group, Inc. Such companies and persons may
thus be deemed to derive benefits from the approvals by Shareholders of such
proposals.

OTHER BUSINESS

The management knows of no other matters which may be presented at the
Meeting. However, if any matters not now known properly come before the
Meeting, it is intended that the persons named in the attached form of proxy,
or their substitutes, will vote such proxy in accordance with their judgment on
such matters.

By Order of the Board of Trustees

BARRY FINK

Secretary

APPENDIX A

CHARTER OF THE
AUDIT COMMITTEE
OF THE
MORGAN STANLEY FUNDS

The Board of Directors/Trustees (the "Board") of each fund advised or
managed by Morgan Stanley Investment Advisors Inc. or Morgan Stanley Services
Company Inc. (each, a "Fund," collectively, the "Funds") has adopted and
approved this charter for the audit committee of each Fund (the "Audit
Committee").

1. Structure and Membership Requirements:

1.01 The Audit Committee shall consist of at least three "independent"
directors/trustees. "Independent" shall have the meaning ascribed to it
in New York Stock Exchange Listed Company Standard 303.01B(2) and (3).

1.02 Each member of the Audit Committee shall not be an "interested person"
of the Funds, as that term is defined in Section 2(a)(19) of the
Investment Company Act of 1940.

1.03 Each member of the Audit Committee shall be "financially literate," as
such term is interpreted by the Fund's Board in its business judgment,
or must become financially literate within a reasonable period of time
after his or her appointment to the Audit Committee.

1.04 At least one member of the Audit Committee must have accounting or
related financial management expertise, as such qualification is
interpreted by the Fund's Board in its business judgment.

2. Meetings:

2.01 The Audit Committee shall meet at least twice each calendar year.

3. Duties and Powers:

3.01 Each Fund's outside auditor is ultimately accountable to the Audit
Committee and to the Board. The Audit Committee, subject to the Board's
approval and oversight, has the authority and responsibility, to
select, evaluate and, where appropriate, replace the outside auditor.
To the extent required by law, this includes nominating the selected
outside auditor to be considered for approval or ratification by
shareholders at their next annual meeting.

3.02 The Audit Committee shall approve the scope of professional services
to be provided to the Funds by the outside auditor.

3.03 The Audit Committee shall review with the outside auditor the audit
plan and results of the auditing engagement.

3.04 The Audit Committee shall review the independence of the outside
auditor, including:

(a) ensuring that the outside auditor submits to the Audit Committee,
at least annually, a letter delineating all relationships between the
auditor and the Funds;

(b) engaging in a dialogue with the outside auditor with respect to any
disclosed relationships or services that may impact the objectivity and
independence of the outside auditor; and

A-1

(c) recommending the Board take action in response to the outside
auditor's report of any of the relationships discussed in (b) above, to
the extent necessary and appropriate for the Audit Committee to satisfy
itself of the outside auditor's independence.

3.05 The Audit Committee shall oversee any other aspects of the Funds'
audit process as it deems necessary and appropriate.

3.06 The Audit Committee is empowered to review the Funds' system of
internal controls.

3.07 The Audit Committee shall have the resources and authority as it deems
appropriate to discharge its responsibilities, including the authority
to retain special counsel and other experts or consultants at the
expense of the appropriate Fund(s).

4. Review of Charter:

4.01 The Audit Committee shall review and assess the adequacy of this
charter annually.

4.02 Any changes to the charter must be recommended by the Audit Committee
and approved by the Board.

A-2

TCW/DW TERM TRUST 2002

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Ronald E. Robison, Barry Fink and Robert S.
Giambrone, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Annual Meeting of Shareholders of
TCW/DW Term Trust 2002 on December 18, 2001, at 9:00 a.m., New York time, and
at any adjournment thereof, on the proposals set forth in the Notice of Meeting
dated November 6, 2001 as follows:

(Continued on reverse side)

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDERS. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE NOMINEES FOR TRUSTEE SET FORTH ON THE REVERSE HEREOF AND AS
RECOMMENDED BY THE BOARD OF TRUSTEES.

IMPORTANT--THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.

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TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD PLEASE MARK VOTES AS
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET IN THE EXAMPLE USING [X]
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS) BLACK OR BLUE INK

TO VOTE A PROXY BY PHONE, call Toll-Free: 1-800-597-7836

TO VOTE A PROXY BY INTERNET, visit our Website(s): https://vote.proxy-direct.com

FOR ALL
FOR WITHHOLD EXCEPT
1. Election of three (3) Trustees: [ ] [ ] [ ]

01. Edwin J. Garn 02. Michael E. Nugent

03. Philip J. Purcell

IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY PARTICULAR NOMINEE, MARK THE
"FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NOMINEE'S NAME.

Date---------------------
Please make sure to sign and date this Proxy using black or blue ink.

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

----------------------------------------
Shareholder sign in the box above

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

----------------------------------------
Co-Owner (if any) sign in the box above

- - PLEASE FOLD AND DETACH AT PERFORATION ALONG DOTTED LINES - -

TCW/DW TERM TRUST 2002

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IMPORTANT

USE ONE OF THESE THREE EASY WAYS TO VOTE YOUR PROXY

1. BY MAIL. PLEASE DATE, SIGN AND RETURN THE ABOVE PROXY CARD IN THE ENCLOSED
POSTAGE PAID ENVELOPE.

2. BY INTERNET. HAVE YOUR PROXY CARD AT HAND. GO TO THE "VOTE YOUR PROXY HERE"
LINK ON THE WEBSITE HTTPS://VOTE.PROXY-DIRECT.COM. ENTER YOUR 14-DIGIT
CONTROL NUMBER LOCATED ON THE PROXY CARD AND FOLLOW THE SIMPLE
INSTRUCTIONS.

3. BY TELEPHONE. HAVE YOUR PROXY CARD AT HAND. CALL 1-800-597-7836 ON A
TOUCH-TONE PHONE. ENTER YOUR 14-DIGIT CONTROL NUMBER LOCATED ON THE PROXY
CARD AND FOLLOW THE SIMPLE RECORDED INSTRUCTIONS.

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PRX 117

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MORGAN STANLEY DEAN WITTER FUNDS
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YOUR PROXY VOTE IS IMPORTANT!

AND NOW YOU CAN VOTE YOUR
PROXY ON THE PHONE OR ON
[GRAPHIC THE INTERNET.
OMITTED]
IT SAVES MONEY! Telephone and Internet voting saves
postage costs. Savings which can help minimize fund
expenses.

IT SAVES TIME! Telephone and Internet voting is
instantaneous - 24 hours a day.

IT'S EASY! Just follow these simple steps:

1. Read your proxy statement and have it at hand.
2. Call toll-free 1-800-597-7836 OR GO TO WEBSITE:
https://vote.proxy-direct.com
3. Enter your 14 digit CONTROL NUMBER from your
Proxy Card.
4. Follow the recorded or on-screen directions.
5. Do NOT mail your Proxy Card when you vote by
phone or Internet.

MSDW

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