Registration No. 33-46372

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

Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

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

InterCapital Quality Municipal Income Trust. . . . . . . . . . .
(Name of Registrant as Specified in its Charter)

Lou Anne D. McInnis. . . . . . . . . . . . . . . . . . . . . . .
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (check the appropriate box):

[ X ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(j)(1), or 14a-6(j)(2)
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(j)(3)
[ ] Fee computed on table below per Exchange Act Rules
14a-6(j)(4) and 0-11.

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4) Proposed maximum aggregate value of transaction:

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Set forth the amount on which the filing fee is calculated and state
how it was determined.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
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previously. Identify the previous filing by registration statement number, or
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INTERCAPITAL QUALITY MUNICIPAL INCOME TRUST

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 31, 1995

The Annual Meeting of Shareholders of INTERCAPITAL QUALITY MUNICIPAL
INCOME TRUST (the "Trust"), an unincorporated business trust organized under
the laws of the Commonwealth of Massachusetts, will be held in the Conference
Center, Forty-Fourth Floor, 2 World Trade Center, New York, New York 10048, on
October 31, 1995, at 9:00 A.M., New York City time, for the following
purposes:

MATTERS TO BE VOTED ON BY ALL SHAREHOLDERS:

1. To elect three (3) Trustees to serve until the 1998 Annual
Meeting, or until their successors shall have been elected and qualified;

2. To approve or disapprove continuance of the Trust's currently
effective Investment Management Agreement with Dean Witter InterCapital
Inc.;

3. To ratify or reject the selection of Price Waterhouse LLP as the
Trust's independent accountants for the fiscal year ending October 31,
1995; and

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

MATTERS TO BE VOTED ON ONLY BY PREFERRED SHAREHOLDERS:

To elect one (1) Trustee to serve until the 1998 Annual Meeting or
until his successor shall have been elected and qualified.

Shareholders of record as of the close of business on August 4, 1995 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.

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 for a total of not more than 60 days in the aggregate 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 they are entitled to vote in
favor of the proposal to approve continuance of the Investment Management
Agreement and will vote against any such adjournment those proxies required
to be voted against that proposal.

SHELDON CURTIS,
Secretary

August 9, 1995
New York, New York

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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.
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INTERCAPITAL QUALITY MUNICIPAL INCOME TRUST

TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048

---------------
PROXY STATEMENT
---------------

ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 31, 1995

This statement is furnished in connection with the solicitation of proxies
by the Board of Trustees (the "Board") of INTERCAPITAL QUALITY MUNICIPAL
INCOME TRUST (the "Trust"), for use at the Annual Meeting of Shareholders of
the Trust to be held on October 31, 1995 (the "Meeting"), and at any
adjournments thereof.

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 to be elected by all Shareholders and for the nominee for election as
Trustee to be elected by only the Preferred Shareholders and in favor of
Proposals 2 and 3 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,
or attendance and voting at the Meeting.

Shareholders of record as of the close of business on August 4, 1995, the
record date for the determination of Shareholders entitled to notice of and
to vote at the Meeting, are entitled to one vote for each share held and a
fractional vote for a fractional share. On August 4, 1995, there were
outstanding 35,798,913 Common Shares of beneficial interest and 4,160
Preferred Shares of beneficial interest of the Trust, all with $.01 par
value. No person was known to own as much as 5% of the outstanding shares of
the Trust on that date. The Trustees and officers of the Trust, together,
owned less than 1% of the Trust's outstanding shares 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
mailing and printing 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 and officers of the Trust and
officers and regular employees of Dean Witter InterCapital Inc.
("InterCapital" or the "Investment Manager"), without special compensation
therefor. The first mailing of this proxy statement is expected to be made on
or about August 9, 1995.

(1) ELECTION OF TRUSTEES

The number of Trustees has been fixed by the Trustees, pursuant to the
Trust's Declaration of Trust, at ten. At the Meeting, four Trustees are to be
elected to the Trust's Board of Trustees. There are currently ten Trustees,
four of whom (Edwin J. Garn, John R. Haire, Michael E. Nugent and Philip J.
Purcell) are standing for election at this Meeting to serve until the 1998
Annual Meeting, in accordance with the Trust's Declaration of Trust. At the
Meeting, pursuant to the Trust's Declaration of Trust, three Trustees are to
be elected to the

Trust's Board of Trustees by the holders of the Common Shares and the
Preferred Shares voting together as a single class. Additionally, pursuant to
the Declaration of Trust and the Investment Company Act of 1940 (the "Act"),
one Trustee is to be elected to the Trust's Board of Trustees by the holders
of the Preferred Shares voting separately as a single class.

Eight of the current ten Trustees (Jack F. Bennett, Michael Bozic, Edwin
J. Garn, John R. Haire, Manuel H. Johnson, Paul Kolton, 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, (the "Act"). The nominees for election as
Trustees 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 have been elected by the
shareholders of the Trust.

The nominees of the Board of Trustees for election as Trustees 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, John R. Haire, 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 of Trustees of the Trust may
recommend. All of the nominees have consented to being named in this proxy
statement and to serve if elected. The Trust knows no reason why any of said
nominees would be unable or unwilling to accept nomination or election.
Trustees will be elected by a plurality of the votes cast at the meeting.
Abstentions and broker "non-votes" will have the same effect as a vote
against the proposal.

Pursuant to the provisions of the Declaration of Trust, the nominees for
election as 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 has determined that the nominees for election as Trustee shall
be standing for election as Trustee in each of the three classes of Trustee
as follows: Class I--Messrs. Bennett, Bozic and Fiumefreddo; Class
II--Messrs. Johnson, Kolton and Schroeder; and Class III--Messrs. Garn,
Haire, Nugent and Purcell. Each nominee for Trustee at any Annual Meeting
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 addition, the
Board has further determined that one each of the Class I Trustees and the
Class III Trustees will be designated to be elected by the Preferred
Shareholders voting separately. In this regard, Charles A. Fiumefreddo and
John R. Haire have been designated as the nominees to be elected to the
Trust's Board of Trustees by the Preferred Shareholders, the term of each to
expire with his designated Class. In accordance with the above, the Trustees
in Class III are standing for election at this Meeting and, if elected, will
serve until the 1998 Annual Meeting or until their successors shall have been
elected and qualified.

The following information regarding each of the nominees for election as
Trustee, and each of the 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 August 4, 1995 (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 77 investment companies, including the Trust, for which
InterCapital serves as investment manager or investment adviser (referred to
herein as the "Dean Witter Funds") and the 13 investment companies for which
InterCapital's wholly-owned subsidiary, Dean Witter Services Company Inc.
("DWSC"), serves as manager and TCW Funds Management, Inc. serves as
investment adviser (referred to herein as the "TCW/DW Funds").

The nominees for Trustees to be elected at the Meeting by all Shareholders
are:

EDWIN JACOB (JAKE) GARN, Trustee since January, 1993; age 62; Director or
Trustee of the Dean Witter Funds; 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); Vice Chairman, Huntsman Chemical Corporation
(since January, 1993); Member of the board of various civic and charitable
organizations.

MICHAEL E. NUGENT, Trustee since July, 1992; age 59; General Partner,
Triumph Capital, L.P., a private investment partnership (since April, 1988);
Director or Trustee of the Dean Witter Funds; Trustee of the TCW/DW Funds;
formerly Vice President, Bankers Trust Company and BT Capital Corporation
(September, 1984-March, 1988); Director of various business organizations.

PHILIP J. PURCELL,* Trustee since April, 1994; age 51; Chairman of the
Board of Directors and Chief Executive Officer of Dean Witter, Discover & Co.
("DWDC"), Dean Witter Reynolds Inc. ("DWR") and Novus Credit Services Inc.;
Director of InterCapital, Dean Witter Services Company, Inc. ("DWSC") and
Dean Witter Distributors Inc. ("Distributors"); Director or Trustee of the
Dean Witter Funds; Director and/or officer of various Dean Witter, Discover &
Co. ("DWDC") subsidiaries.

The nominee to be elected by only the Preferred Shareholders is:

JOHN R. HAIRE, Trustee since July, 1992, age 70; Chairman of the Audit
Committee and Chairman of the Committee of the Independent Directors or
Trustees and Director or Trustee of the Dean Witter Funds; Trustee of the
TCW/DW Funds; formerly President, Council for Aid to Education (1978-October,
1989) and Chairman and Chief Executive Officer of Anchor Corporation, an
investment adviser (1964-1978); Director of Washington National Corporation
(insurance).

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

JACK F. BENNETT, Trustee since July, 1991; age 71; Retired; Director or
Trustee of the Dean Witter Funds; formerly Senior Vice President and Director
of Exxon Corporation (1975-1989) and Under Secretary of the U.S. Treasury for
Monetary Affairs (1974-1975); Director of Philips Electronics N.V., Tandem
Computers Inc. and Massachusetts Mutual Insurance Co.; Director or Trustee of
various not-for-profit and business organizations.

MICHAEL BOZIC, Trustee since April, 1994; age 54; Private Investor;
Director and Trustee of the Dean Witter Funds; formerly President and Chief
Executive Officer of Hills Department Stores (May, 1991-July, 1995); formerly
Chairman and Chief Executive Officer (January, 1987-August, 1990) and
President and Chief Operating Officer (August, 1990-February, 1991) of the
Sears Merchandise Group of Sears, Roebuck and Co. ("Sears"); Director of
Eaglemark Financial Services, Inc., United Negro College Fund, Weirton Steel
Corporation and Domain Inc. (home decor retailer).

CHARLES A. FIUMEFREDDO,* Trustee since June, 1991; age 62; Chairman, Chief
Executive Officer and Director of InterCapital, DWSC and Distributors;
Executive Vice President and Director of DWR; Chairman, Director or Trustee,
President and Chief Executive Officer of the Dean Witter Funds; Chairman,
Chief Executive Officer and Trustee of the TCW/DW Funds; Chairman and
Director of Dean Witter Trust Company ("DWTC") (since October, 1989);
formerly Executive Vice President and Director of DWDC; Director and/or
Officer of various DWDC subsidiaries.

--------------
* Messrs. Fiumefreddo and Purcell may be deemed "interested persons" as
defined in Section 2(a)(19) of the Act, of the Trust and its Investment
Manager due to their affiliation with the Investment Manager and/or its
affiliated companies.
4

DR. MANUEL H. JOHNSON, Trustee since July, 1991; age 46; Senior Partner,
Johnson Smick International, Inc., a consulting firm; Koch Professor of
International Economics and Director of the Center for Global Market Studies
at George Mason University (since September, 1990); Co-Chairman and a founder
of the Group of Seven Council (G7C), an international economic commission
(since September, 1990); Director or Trustee of the Dean Witter Funds;
Trustee of the TCW/DW Funds; Director of NASDAQ (since June, 1995); Director
of Greenwich Capital Markets Inc. (broker-dealer); formerly Vice Chairman of
the Board of Governors of the Federal Reserve System (February, 1986-August,
1990) and Assistant Secretary of the U.S. Treasury (1982-1986).

PAUL KOLTON, Trustee since July, 1991; age 72; Director or Trustee of the
Dean Witter Funds; Chairman of the Audit Committee and Chairman of the
Committee of the Independent Trustees and Trustee of the TCW/DW Funds;
formerly Chairman of Financial Accounting Standards Advisory Council;
formerly Chairman and Chief Executive Officer of the American Stock Exchange;
Director of UCC Investors Holding Inc. (Uniroyal Chemical Company, Inc.);
Director or Trustee of various not-for-profit organizations.

JOHN L. SCHROEDER, Trustee since April, 1994; age 65; Executive Vice
President and Chief Investment Officer of The Home Insurance Company (since
August, 1991); Director or Trustee of the Dean Witter Funds; Trustee of the
TCW/DW Funds; Director of Citizens Utilities Company; formerly Chairman and
Chief Investment Officer of Axe-Houghton Management and the Axe-Houghton
Funds (April, 1983-June, 1991) and President of USF&G Financial Services,
Inc. (June, 1990-June, 1991.)

The executive officers of the Trust other than shown above are: Sheldon
Curtis, Vice President, Secretary and General Counsel; Robert M. Scanlan,
Vice President; David A. Hughey, Vice President; Edmund C. Puckhaber, Vice
President; James F. Willison, Vice President; and Thomas F. Caloia,
Treasurer. In addition, Robert S. Giambrone, Joseph J. McAlinden, Peter M.
Avelar, Jonathan R. Page, Katherine H. Stromberg, Gerard J. Lian and Joseph
Arcieri are Vice Presidents of the Trust and Marilyn K. Cranney, Barry Fink,
Lou Anne D. McInnis and Ruth Rossi serve as Assistant Secretaries. Mr. Curtis
is 63 years old and is currently Senior Vice President and General Counsel of
InterCapital and DWSC and Assistant Secretary of DWR; he is also Senior Vice
President, Assistant Secretary and Assistant General Counsel of Distributors
and Senior Vice President and Secretary of DWTC. Mr. Scanlan is 59 years old
and is currently President and Chief Operating Officer of InterCapital (since
March, 1993) and DWSC; he is also Executive Vice President of Distributors
and Executive Vice President and Director of DWTC. He was previously
Executive Vice President of InterCapital (November, 1990-March, 1993) and
prior thereto was Chairman of Harborview Group Inc. Mr. Hughey is 63 years
old and is currently Executive Vice President and Chief Administrative
Officer of InterCapital and DWSC; he is also Executive Vice President and
Chief Administrative Officer of Distributors and of DWTC as well as a
Director of DWTC. He was previously President of DWTC (October, 1989-March,
1993). Mr. Puckhaber is 55 years old and is currently Executive Vice
President of InterCapital (since January, 1991) and Director of DWTC. Mr.
Willison is 51 years old and is currently Senior Vice President of
InterCapital. Mr. Caloia is 49 years old and is currently First Vice
President of InterCapital and Assistant Treasurer of InterCapital and DWSC.
Mr. Giambrone is 42 years old and is currently Senior Vice President of
InterCapital, DWSC, Distributors and DWTC (since August, 1995). He was
formerly a partner of KPMG Peat Marwick, LLP. Mr. McAlinden is 52 years old
and is currently Senior Vice President of InterCapital (since June, 1995). He
was formerly a Managing Director at Dillon Read. Mr. Avelar is 37 years old
and is currently Senior Vice President of InterCapital. He was previously
employed by PaineWebber Asset Management as a senior portfolio manager
(March, 1989-December, 1990). Mr. Lian is 40 years old and is Assistant Vice
President of InterCapital. He was formerly a Senior Municipal Analyst with
the American Express Company (1984-1992). Mr. Page is 48 years old and is
currently Senior Vice President of InterCapital. Ms. Stromberg is 47 years
old and is currently Vice President of InterCapital (since April, 1992). She
was formerly a portfolio manager with

InterCapital (October, 1991-April, 1992) and Vice President of Kidder Peabody
Asset Management (October, 1985-October, 1991). Mr. Arcieri is 47 years old
and is currently Vice President of InterCapital. Other than Mr. Scanlan,
Mr. Giambrone, Mr. McAlinden, Mr. Avelar, Mr. Lian and Ms. Stromberg, each of
the above officers has been an employee of InterCapital or DWR (formerly the
corporate parent of InterCapital) for over five years.

BOARD OF TRUSTEES; RESPONSIBILITIES AND COMPENSATION OF INDEPENDENT TRUSTEES

As mentioned above, the Trust is one of the Dean Witter Funds, a group of
investment companies managed by InterCapital. As of the date of this proxy
statement, there are a total of 77 Dean Witter Funds, comprised of 117
portfolios. As of July 31, 1995, the Dean Witter Funds had total net assets
of approximately $67.3 billion and more than five million shareholders.

The Board of Directors or Trustees, consisting of ten (10) directors or
trustees, is the same for each of the Dean Witter Funds. Some of the Funds
are organized as business trusts, others as corporations, but the functions
and duties of directors and trustees are the same. Accordingly, directors and
trustees of the Dean Witter Funds are referred to in this section as
Trustees.

Eight Trustees, that is, 80% of the total number, have no affiliation or
business connection with InterCapital or any of its affiliated persons and do
not own any stock or other securities issued by InterCapital's parent
company, DWDC. These are the "disinterested" or "independent" Trustees. Five
of the eight Independent Trustees are also Independent Trustees of the TCW/DW
Funds. As of the date of this proxy statement, there are a total of 13 TCW/DW
Funds. Two of the Funds' Trustees, that is, the management Trustees, are
affiliated with InterCapital.

As noted in a federal court ruling, "[T]he independent directors . . . are
expected to look after the interests of shareholders by 'furnishing an
independent check upon management,' especially with respect to fees paid to
the investment company's sponsor." In addition to their general "watchdog"
duties, the Independent Trustees are charged with a wide variety of
responsibilities under the Act. In order to perform their duties effectively,
the Independent Trustees are required to review and understand large amounts
of material, often of a highly technical and legal nature.

The Dean Witter Funds seek as Independent Trustees individuals of
distinction and experience in business and finance, government service or
academia; that is, people whose advice and counsel are valuable and in demand
by others and for whom there is often competition. To accept a position on
the Funds' Boards, such individuals may reject other attractive assignments
because of the demands made on their time by the Funds. Indeed, to serve on
the Funds' Boards, certain Trustees who would be qualified and in demand to
serve on bank boards would be prohibited by law from serving at the same time
as a director of a national bank and as a Trustee of a Fund.

The Independent Trustees are required to select and nominate individuals
to fill any Independent Trustee vacancy on the Board of any Fund that has a
Rule 12b-1 plan of distribution. Since most of the Dean Witter Funds have
such a plan, and since all of the Funds' Boards have the same members, the
Independent Trustees effectively control the selection of other Independent
Trustees of all the Dean Witter Funds.

GOVERNANCE STRUCTURE OF THE DEAN WITTER FUNDS

While the regulatory system establishes both general guidelines and
specific duties for the Independent Trustees, the governance arrangements
from one investment company group to another vary significantly. In some
groups the Independent Trustees perform their role by attendance at periodic
meetings of the board of directors with study of materials furnished to them
between meetings. At the other extreme, an investment company complex may
employ a full-time staff to assist the Independent Trustees in the
performance of their duties.

The governance structure of the Dean Witter Funds lies between these two
extremes. The Independent Trustees and the Funds' Investment Manager alike
believe that these arrangements are effective and serve the interests of the
Funds' shareholders. All of the Independent Trustees serve as members of the
Audit Committee and the Committee of the Independent Trustees. Three of them
also serve as members of the Derivatives Committee.

The Committee of the Independent Trustees is charged with recommending to
the full Board approval of management, advisory and administration contracts,
Rule 12b-1 plans and distribution and underwriting agreements, continually
reviewing Fund performance, checking on the pricing of portfolio securities,
brokerage commissions, transfer agent costs and performance, and trading
among Funds 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 Fund's independent accountants; directing
investigations into matters within the scope of the independent accountants'
duties, including the power to retain outside specialists; reviewing with the
independent accountants the audit plan and results of the auditing
engagement; approving professional services provided by the independent
accountants and other accounting firms prior to the performance of such
services; reviewing the independence of the independent accountants;
considering the range of audit and non-audit fees; reviewing the adequacy of
the Fund's system of internal controls; advising the independent accountants
and management personnel that they have direct access to the Committee at all
times; and preparing and submitting Committee meeting minutes to the full
Board.

Finally, the Board of each Fund has established a Derivatives Committee to
establish parameters for and oversee the activities of the Fund with respect
to derivative investments, if any, made by the Fund.

Committee meetings are sometimes held away from the offices of
InterCapital and sometimes in the Board room of InterCapital. These meetings
are held without management directors or officers being present, unless and
until they may be invited to the meeting for purposes of furnishing
information or making a report. These separate meetings provide the
Independent Trustees an opportunity to explore in depth with their own
independent legal counsel, independent auditors and other independent
consultants, as needed, the issues they believe should be addressed and
resolved in the interests of the Funds' shareholders.

For the fiscal year ended October 31, 1994, the Board of Trustees of the
Trust held seven meetings, and the Audit Committee, the Committee of the
Independent Trustees and the Derivatives Committee of the Trust held three
and ten, and one meetings, respectively. No Trustee attended fewer than 75%
of the meetings of the Board of Trustees, the Audit Committee, the Committee
of the Independent Trustees or the Derivatives Committee held while he served
in such positions.

DUTIES OF CHAIRMAN OF COMMITTEES

The Chairman of the Committees maintains an office at the Funds'
headquarters in New York. He is responsible for keeping abreast of regulatory
and industry developments and the Funds' operations and management. He
screens and/or prepares written materials and identifies critical issues for
the Independent Trustees to consider, develops agendas for Committee
meetings, determines the type and amount of information that the Committees
will need to form a judgment on the issues, and arranges to have the
information furnished. He also arranges for the services of independent
experts to be provided to the Committees and consults with them in advance of
meetings to help refine reports and to focus on critical issues. Members of
the Committees believe that the person who serves as Chairman of all three
Committees and guides their efforts is pivotal to the effective functioning
of the Committees.

The Chairman of the Committees also maintains continuous contact with the
Funds' management, with independent counsel to the Independent Trustees and
with the Funds' independent auditors. He arranges for a series of special
meetings involving the annual review of investment management and other
operating contracts of the Funds and, on behalf of the Committees, conducts
negotiations with the Investment Manager and other service providers. In
effect, the Chairman of the Committees serves as a combination of chief
executive and support staff of the Independent Trustees.

The Chairman of the Committees is not employed by any other organization
and devotes his time primarily to the services he performs as Committee
Chairman and Independent Trustee of the Dean Witter Funds and as an
Independent Trustee of the TCW/DW Funds. The current Committee Chairman has
had more than 35 years experience as a senior executive in the investment
company industry.

VALUE OF HAVING SAME INDIVIDUALS AS INDEPENDENT TRUSTEES FOR ALL DEAN WITTER
FUNDS

The Independent Trustees and the Funds' management believe that having the
same Independent Trustees for each of the Dean Witter Funds is in the best
interests of all the Funds' shareholders. This arrangement avoids the
duplication of effort that would arise from having different groups of
individuals serving as Independent Trustees for each of the Funds or even of
sub-groups of Funds. It is believed that having the same individuals serve as
Independent Trustees of all the Funds tends to increase their knowledge and
expertise regarding matters which affect the Fund complex generally and
enhances their ability to negotiate on behalf of each Fund with the Fund's
service providers. This arrangement also precludes the likelihood of separate
groups of Independent Trustees arriving at conflicting decisions regarding
operations and management of the Funds and avoids the cost and confusion that
would likely ensue. Finally, it is believed that having the same Independent
Trustees serve on all Fund Boards enhances the ability of each Fund to
obtain, at modest cost to each separate Fund, the services of Independent
Trustees, and a Chairman of their Committees, of the caliber, experience and
business acumen of the individuals who serve as Independent Trustees of the
Dean Witter Funds.

COMPENSATION OF INDEPENDENT TRUSTEES

The Trust pays each Independent Trustee an annual fee of $1,200 plus a per
meeting fee of $50 for meetings of the Board of Trustees or committees of the
Board of Trustees attended by the Trustee (the Trust pays the Chairman of the
Audit Committee an annual fee of $1,000 and pays the Chairman of the
Committee of the Independent Trustees an additional annual fee of $2,400, in
each case inclusive of the Committee meeting fees). 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 Investment Manager or an affiliated
company receive no compensation or expense reimbursement from the Trust.

The Trust has adopted a retirement program under which an Independent
Trustee who retires after serving for at least five years (or such lesser
period as may be determined by the Board) as an Independent Director or
Trustee of any Dean Witter Fund that has adopted the retirement program (each
such Fund referred to as an "Adopting Fund" and each such Trustee referred to
as an "Eligible Trustee") is entitled to retirement payments upon reaching
the eligible retirement age (normally, after attaining age 72). Annual
payments are based upon length of service. Currently, upon retirement, each
Eligible Trustee is entitled to receive from the Fund, commencing as of his
or her retirement date and continuing for the remainder of his or her life,
an annual retirement benefit (the "Regular Benefit") equal to 28.75% of his
or her Eligible Compensation plus 0.4791666% of such Eligible Compensation
for each full month of service as an Independent Director or Trustee of any
Adopting Fund in excess of five years up to a maximum of 57.50% after ten
years of service. The foregoing percentages may be changed by the Board. (1)
"Eligible Compensation" is one-fifth of the total compensation earned by such
Eligible Trustee for service to the Trust in the five year period prior to
the date of the Eligible Trustee's retirement. Benefits under the retirement
program are not secured or funded by the Trust. As of the date of this proxy
statement, 58 Dean Witter Funds have adopted the retirement program.

The following table illustrates the compensation paid and the retirement
benefits accrued to the Trust's Independent Trustees by the Trust for the
fiscal year ended October 31, 1994 and the estimated retirement benefits for
the Trust's Independent Trustees as of October 31, 1994.

TRUST COMPENSATION ESTIMATED RETIREMENT BENEFITS
------------------------------ ---------------------------------------------------------------
ESTIMATED
RETIREMENT CREDITED YEARS ESTIMATED ESTIMATED
AGGREGATE BENEFITS OF SERVICE AT PERCENTAGE OF ESTIMATED ANNUAL
COMPENSATION ACCRUED AS RETIREMENT ELIGIBLE ELIGIBLE BENEFITS UPON
NAME OF INDEPENDENT TRUSTEE FROM THE TRUST TRUST EXPENSES (MAXIMUM 10) COMPENSATION COMPENSATION(2) RETIREMENT(3)
--------------------------- -------------- -------------- -------------- --------------- --------------- -------------

Jack F. Bennett ............ $1,900 $2,119 8 46.0% $1,383 $ 636
Michael Bozic .............. 1,177 379 10 57.5% 1,950 1,121
Edwin J. Garn .............. 1,900 652 10 57.5% 1,950 1,121
John R. Haire .............. 4,900(4) 5,378 10 57.5% 4,418 2,541
Dr. Manuel H. Johnson ..... 1,850 255 10 57.5% 1,950 1,121
Paul Kolton ................ 1,950 2,083 10 57.0% 1,545 881
Michael E. Nugent .......... 1,700 486 10 57.5% 1,950 1,121
John L. Schroeder .......... 1,227 744 8 47.9% 1,950 934

<FN>
-----------
(1) An Eligible Trustee may elect alternate payments of his or her
retirement benefits based upon the combined life expectancy of such
Eligible Trustee and his or her spouse on the date of such Eligible
Trustee's retirement. The amount estimated to be payable under this
method, through the remainder of the later of the lives of such
Eligible Trustee and spouse, will be the actuarial equivalent of the
Regular Benefit. In addition, the Eligible Trustee may elect that the
surviving spouse's periodic payment of benefits will be equal to
either 50% or 100% of the previous periodic amount, an election that,
respectively, increases or decreases the previous periodic amount so
that the resulting payments will be the actuarial equivalent of the
Regular Benefit.
(2) Based on current levels of compensation.
(3) Based on current levels of compensation. Amount of annual benefits
also varies depending on the Trustee's elections described in
Footnote (1) above.
(4) Of Mr. Haire's compensation from the Trust, $3,400 is paid to him as
Chairman of the Committee of the Independent Trustees ($2,400) and as
Chairman of the Audit Committee ($1,000).

The following table illustrates the compensation paid to the Trust's
Independent Trustees for the calendar year ended December 31, 1994 for
services to the 73 Dean Witter Funds and, in the case of Messrs. Haire,
Johnson, Kolton and Nugent, the 13 TCW/DW Funds that were in operation at
December 31, 1994. With respect to Messrs. Haire, Johnson, Kolton and Nugent,
the TCW/DW Funds are included solely because of a limited exchange privilege
between those Funds and five Dean Witter Money Market Funds. Mr. Schroeder
was elected as a Trustee of the TCW/DW Funds on April 20, 1995.

CASH COMPENSATION FROM DEAN WITTER FUNDS AND TCW/DW FUNDS

FOR SERVICE AS
FOR SERVICE AS CHAIRMAN OF TOTAL CASH
DIRECTOR OR FOR SERVICE AS COMMITTEES OF COMPENSATION
TRUSTEE AND TRUSTEE AND INDEPENDENT FOR SERVICES TO
COMMITTEE MEMBER COMMITTEE MEMBER DIRECTORS/ 73 DEAN WITTER
OF 73 DEAN WITTER OF 13 TCW/DW TRUSTEES AND FUNDS AND 13
NAME OF INDEPENDENT TRUSTEE FUNDS FUNDS AUDIT COMMITTEES TCW/DW FUNDS
--------------------------- ----------------- ---------------- ---------------- ---------------

Jack F. Bennett ............ $125,761 -- -- $125,761
Michael Bozic .............. 82,637 -- -- 82,637
Edwin J. Garn .............. 125,711 -- -- 125,711
John R. Haire .............. 101,061 $66,950 $225,563(5) 393,574
Dr. Manuel H. Johnson ..... 122,461 60,750 -- 183,211
Paul Kolton ................ 128,961 51,850 34,200(6) 215,011
Michael E. Nugent .......... 115,761 52,650 -- 168,411
John L. Schroeder .......... 85,938 -- -- 85,938
<FN>
---------
(5) For the 73 Dean Witter Funds.
(6) For the 13 TCW/DW Funds.

As of the date of this proxy statement, 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.

(2) APPROVAL OR DISAPPROVAL OF CURRENTLY EFFECTIVE
INVESTMENT MANAGEMENT AGREEMENT

The Trust's investments are managed by Dean Witter InterCapital Inc.
(referred to herein as the "Investment Manager" or "InterCapital"), pursuant
to an Investment Management Agreement dated June 30, 1993 (referred to herein
as the "Management Agreement").

The Management Agreement was initially approved by the Board of Trustees
on October 30, 1992, and by the shareholders of the Trust at a Special
Meeting of Shareholders held on January 13, 1993. The present Management
Agreement supersedes an earlier management agreement originally entered into
by the Trust with DWR, through its InterCapital Division, and initially
approved by the Board, including a majority of the Independent Trustees, on
April 29, 1992. In an internal reorganization which took place in January,
1993, InterCapital assumed the investment management activities previously
performed by the InterCapital Division of DWR. The assumption by InterCapital
of DWR's rights and obligations under this earlier management agreement in
connection with the reorganization was approved by the Trustees at a meeting
held on October 30, 1992 and also by the shareholders of the Trust at a
Special Meeting of Shareholders on January 13, 1993. The Management Agreement
was last approved by the shareholders of the Trust as a routine matter at
their Annual Meeting held on October 25, 1994. In the event shareholders do
not approve continuance of the Management Agreement by the required majority
vote at the forthcoming meeting or an adjournment thereof, the Board of
Trustees of the Trust will take such action as it deems to be in the best
interest of the Trust and its shareholders, which may include calling a
special meeting of shareholders to vote on a new investment management
agreement or continuance of the present Management Agreement until the next
Annual Meeting of Shareholders.

In considering whether or not to approve the Management Agreement, the
Board of Trustees reviewed the terms of the agreement and considered all
materials and information deemed relevant to its determination. Among other
things, the Board considered the nature and scope of services to be rendered,
the quality of the Manager's services and personnel, and the appropriateness
of the fees that are paid under the Management Agreement. Based upon its
review, the Board of Trustees, including all of the Independent Trustees,
determined that the approval of the Management Agreement was in the best
interests of the Trust and its shareholders.

The favorable vote of a majority of the outstanding voting securities of
the Trust is required for the approval of the Management Agreement. Such a
majority is defined in the Act as the lesser of: (a) 67% or more of the
shares present at the Meeting, if the holders of more than 50% of the
outstanding shares of the Trust are present or represented by proxy, or (b)
more than 50% of the outstanding shares. Abstentions and broker "non-votes"
will have the same effect as a vote against the proposal.

THE INDEPENDENT TRUSTEES UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS
APPROVE THE MANAGEMENT AGREEMENT.

THE MANAGEMENT AGREEMENT

The Management Agreement provides that the Investment Manager shall obtain
and evaluate such information and advice relating to the economy, securities
and commodity markets and securities and commodities as it deems necessary or
useful to discharge its duties under the Management Agreement, and that

it shall continuously supervise the management of the assets of the Trust in
a manner consistent with the investment objectives and policies of the Trust
and subject to such other limitations and directions as the Board may, from
time to time, prescribe.

Under the Management Agreement, the Trust is obligated to bear all of the
costs and expenses of its operation, except those specifically assumed by the
Investment Manager, including, without limitation: charges and expenses of
any registrar, custodian or depository appointed by the Trust for the
safekeeping of its cash, portfolio securities or commodities and other
property, and any stock transfer or dividend agent or agents appointed by the
Trust; brokers' commissions chargeable to the Trust in connection with
portfolio securities transactions to which the Trust is a party; all taxes,
including securities or commodities issuance and transfer taxes, and
corporate fees payable by the Trust to federal, state or other governmental
agencies; costs and expenses of engraving or printing of certificates
representing shares of the Trust; all costs and expenses in connection with
registration and maintenance of registration of the Trust and of its shares
with the Securities and Exchange Commission and various states and other
jurisdictions (including filing fees and legal fees and disbursements of
counsel); the cost and expense of printing, including typesetting, and
distributing prospectuses of the Trust to its Shareholders; all expenses of
Shareholders' and Trustees' meetings and of preparing, printing and mailing
proxy statements and reports to Shareholders; fees and travel expenses of
Trustees or members of any advisory board or committee who are not employees
of the Investment Manager or any corporate affiliate of the Investment
Manager; all expenses incident to the payment of any dividend, distribution,
withdrawal or redemption, whether in shares or in cash; charges and expenses
of any outside service used for the pricing of the Trust's shares; charges
and expenses of legal counsel, including counsel to the Independent Trustees
of the Trust, and independent accountants in connection with any matter
relating to the Trust (not including compensation or expenses of attorneys
employed by the Investment Manager); association dues; interest payable on
the Fund's borrowings; fees and expenses incident to the listing of the
Trust's shares on any stock exchange; postage; insurance premiums on property
or personnel (including officers and Trustees) of the Fund which inure to its
benefit; and extraordinary expenses (including, but not limited to, legal
claims and liabilities and litigation costs and any indemnification related
thereto); and all other charges and costs of the Fund's operations unless
otherwise explicitly provided in the Management Agreement.

The Management Agreement provides that the Investment Manager shall
continuously manage the assets of the Trust in a manner consistent with the
Trust's investment objectives. The Investment Manager has authority to place
orders for the purchase and sale of portfolio securities on behalf of the
Trust without prior approval of its Trustees. The Trustees review the
investment portfolio at their regular meetings. In addition, the Investment
Manager pays the compensation of the officers of the Trust and provides the
Trust with office space and equipment, and clerical and bookkeeping services
and telephone service, heat, light, power and other utilities. The Investment
Manager also pays for the services of personnel in connection with the
pricing of the Trust's shares and the preparation of prospectuses, proxy
statements and reports required to be filed with federal and state securities
commissions (except insofar as the participation or assistance of independent
accountants and attorneys is, in the opinion of the Investment Manager,
necessary or desirable). In return for its services and the expenses the
Investment Manager assumes under the Management Agreement, the Trust pays the
Investment Manager compensation which is accrued daily and payable monthly
and which is determined by applying the annual rate of 0.35% to the Trust's
average weekly net assets. For the fiscal year ended October 31, 1994, the
Trust accrued to the Investment Manager total compensation of $3,034,081. The
net assets of the Trust totalled $752,679,501 at October 31, 1994.

The Management Agreement had an initial term ending April 30, 1994 and
provides that, after the initial period of effectiveness, it will continue in
effect from year to year thereafter provided such continuance is approved at
least annually by vote of a majority, as defined in the act, of the
outstanding voting securities of

the Trust or by the Trustees of the Trust, and, in either event, by the vote
cast in person by a majority of the Trustees who are not parties to the
Management Agreement or "interested persons" of any such party (as defined in
the Act) at a meeting called for the purpose of voting on such approval. The
Management Agreement's continuation until April 30, 1996 was approved by the
Trustees, including a majority of the Independent Trustees, at a Meeting of
the Trustees held on April 20, 1995, called for the purpose of approving the
Management Agreement.

The Management Agreement also provides that it may be terminated at any
time by the Investment Manager, the Trustees or by a vote of a majority of
the outstanding voting securities of the Trust, in each instance without the
payment of any penalty, on thirty days' notice and provides for its automatic
termination in the event of its assignment.

Effective December 31, 1993, pursuant to a Services Agreement between
InterCapital and DWSC, a wholly-owned subsidiary of InterCapital, DWSC began
to provide the administrative services to the Trust which were previously
performed directly by InterCapital. On April 17, 1995, DWSC was reorganized
in the State of Delaware, necessitating the entry into a new Services
Agreement by InterCapital and DWSC on such date. The foregoing internal
reorganizations did not result in any change in the nature or scope of the
administrative services being provided to the Trust or any of the fees being
paid by the Trust for the overall services being performed under the terms of
the Management Agreement.

THE INVESTMENT MANAGER

Dean Witter InterCapital Inc. is the Trust's investment manager.
InterCapital maintains its offices at Two World Trade Center, New York, New
York 10048. InterCapital, which was incorporated in July, 1992, is a
wholly-owned subsidiary Dean Witter, Discover & Co. ("DWDC"), a balanced
financial services organization providing a broad range of nationally
marketed credit and investment products.

The Principal Executive Officer and Directors of InterCapital, and their
principal occupations, are:

Philip J. Purcell, Chairman of the Board of Directors and Chief Executive
Officer of DWDC and DWR and Director of InterCapital, DWSC and Distributors;
Richard M. DeMartini, President and Chief Operating Officer of Dean Witter
Capital, Executive Vice President of DWDC and Director of DWR, Distributors,
DWSC, DWTC and InterCapital; James F. Higgins, President and Chief Operating
Officer of Dean Witter Financial, Executive Vice President of DWDC and
Director of DWR, Distributors, InterCapital, DWSC and DWTC; Charles A.
Fiumefreddo, Executive Vice President and Director of DWR and Chairman of the
Board of Directors and Chief Executive Officer and Director of InterCapital,
DWSC and Distributors and Chairman of the Board of Directors and Director of
DWTC; Christine A. Edwards, Executive Vice President, Secretary and General
Counsel of DWDC and DWR, Executive Vice President, Secretary, Chief Legal
Officer and Director of Distributors, and Director of InterCapital and DWSC;
and Thomas C. Schneider, Executive Vice President and Chief Financial Officer
of DWDC and Executive Vice President, Chief Financial Officer and Director of
DWR, Distributors and InterCapital and DWSC.

The business address of the foregoing Directors and Executive Officers is
Two World Trade Center, New York, New York 10048.

InterCapital and its wholly-owned subsidiary, DWSC, serve in various
investment management, advisory, management and administrative capacities to
investment companies and pension plans and other institutional and individual
investors. The Appendix lists the investment companies for which InterCapital
provides investment management or investment advisory services and which have
similar investment objectives of the Trust and sets forth the net assets and
fees payable to InterCapital by such companies, including the Trust.

DWDC has its offices at Two World Trade Center, New York, New York 10048.
There are various lawsuits pending against DWDC 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.

During the fiscal period ended October 31, 1994, the Trust accrued to Dean
Witter Trust Company, the Trust's Transfer Agent and an affiliate of the
Investment Manager, transfer agency fees of $243,109.

AFFILIATED BROKERAGE

Because DWR and InterCapital are under the common control of DWDC, DWR is
an affiliated broker of InterCapital. During the fiscal period ended October
31, 1994, the Trust did not pay any brokerage commissions to DWR.

(3) RATIFICATION OR REJECTION OF SELECTION OF INDEPENDENT ACCOUNTANTS

The Trustees have unanimously selected the firm of Price Waterhouse LLP as
the Trust's independent accountants for the fiscal year ending October 31,
1995. Price Waterhouse LLP has been the independent accountants for the Trust
since its inception, and has no direct or indirect financial interest in the
Trust.

A representative of Price Waterhouse LLP is expected to be present at the
Meeting and will be available to make a statement, if he or she so desires,
and to respond to appropriate questions of Shareholders.

The affirmative vote of the holders of a majority of the shares
represented and entitled to vote at the Annual Meeting is required for
ratification of the selection of Price Waterhouse LLP as the independent
accountants for the Trust. Abstentions and broker "non-votes" will have the
same effect as a vote against the proposal.

THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS RATIFY THE SELECTION OF
PRICE WATERHOUSE LLP AS THE INDEPENDENT ACCOUNTANTS FOR THE TRUST.

ADDITIONAL INFORMATION

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 for a total of not more than 60 days in the aggregate 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 they are entitled to vote in
favor of Proposal Two and will vote against any such adjournment these
proxies required to be voted against that proposal.

SHAREHOLDERS PROPOSALS

Proposals of security holders intended to be presented at the next Annual
Meeting of Shareholders must be received no later than April 12, 1996, for
inclusion in the proxy statement for that meeting.

REPORTS TO SHAREHOLDERS

The Trust's most recent Annual Report, for the fiscal year ended October
31, 1994, is available without charge upon request from Adrienne Ryan at Dean
Witter Trust Company, Harborside Financial Center, Plaza Two, Jersey City,
New Jersey 07311 (telephone 1-800-526-3143) (toll-free).

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 the intention of the persons named in the enclosed form of
proxy to vote all shares that they are entitled to vote on any such matter,
utilizing such proxy in accordance with their best judgment on such matters.

By Order of the Board of Trustees

SHELDON CURTIS
Secretary

APPENDIX

InterCapital serves as investment manager or investment adviser to the
Trust and the other investment companies listed below which have similar
investment objectives to that of the Trust, with the net assets shown as of
August 4, 1995.

NET ASSETS AS CURRENT INVESTMENT MANAGEMENT
OF 08/04/95 OR ADVISORY FEE RATE(S)
-------------- ------------------------------

1. DEAN WITTER CALIFORNIA TAX-FREE INCOME FUND* . $1,033,186,821 0.55% on assets up to $500
million, scaled down at
various asset levels to 0.475%
on assets over $1 billion
2. DEAN WITTER LIMITED TERM MUNICIPAL TRUST* .... $ 79,615,191 0.50%
3. DEAN WITTER MULTI-STATE MUNICIPAL SERIES $ 415,862,394 0.35% (1)
TRUST* ........................................
4. DEAN WITTER NATIONAL MUNICIPAL TRUST* ........ $ 56,311,526 0.35% (2)
5. DEAN WITTER NEW YORK TAX-FREE INCOME FUND* ... $ 212,602,045 0.55% on assets up to $500
million and 0.525% on assets
over $500 million
6. DEAN WITTER TAX-EXEMPT SECURITIES TRUST* ..... $1,300,496,027 0.50% on assets up to $500
million, scaled down at
various asset levels to 0.325%
on assets over $1.25 billion
7. INTERCAPITAL CALIFORNIA INSURED MUNICIPAL
INCOME TRUST** ................................ $ 237,887,282 0.35%
8. INTERCAPITAL CALIFORNIA QUALITY MUNICIPAL
SECURITIES** .................................. $ 197,185,386 0.35%
9. INTERCAPITAL INSURED CALIFORNIA MUNICIPAL
SECURITIES** .................................. $ 61,609,355 0.35%
10. INTERCAPITAL INSURED MUNICIPAL BOND TRUST** .. $ 109,228,607 0.35%
11. INTERCAPITAL INSURED MUNICIPAL INCOME TRUST** $ 590,159,348 0.35%
12. INTERCAPITAL INSURED MUNICIPAL SECURITIES** .. $ 136,886,176 0.35%
13. INTERCAPITAL INSURED MUNICIPAL TRUST** ....... $ 481,367,538 0.35%
14. INTERCAPITAL NEW YORK QUALITY MUNICIPAL
SECURITIES** .................................. $ 91,081,308 0.35%
15. INTERCAPITAL QUALITY MUNICIPAL INCOME TRUST** $ 739,381,576 0.35%
16. INTERCAPITAL QUALITY MUNICIPAL INVESTMENT
TRUST** ....................................... $ 376,447,404 0.35%
17. INTERCAPITAL QUALITY MUNICIPAL SECURITIES** .. $ 362,486,249 0.35%
18. MUNICIPAL INCOME TRUST** ...................... $ 311,623,010 0.35% on assets up to $250
million and 0.25% on assets
over $250 million
19. MUNICIPAL INCOME TRUST II** ................... $ 281,385,847 0.40% on assets up to $250
million and 0.30% on assets
over $250 million

A-1

NET ASSETS AS CURRENT INVESTMENT MANAGEMENT
OF 08/04/95 OR ADVISORY FEE RATE(S)
-------------- ------------------------------

20. MUNICIPAL INCOME TRUST III** .................. $ 62,832,171 0.40% on assets up to $250
million and 0.30% on assets
over $250 million
21. MUNICIPAL INCOME OPPORTUNITIES TRUST** ....... $178,023,766 0.50%
22. MUNICIPAL INCOME OPPORTUNITIES TRUST II** .... $175,799,868 0.50%
23. MUNICIPAL INCOME OPPORTUNITIES TRUST III** ... $105,426,507 0.50%
24. MUNICIPAL PREMIUM INCOME TRUST** .............. $363,210,105 0.40%
25. DEAN WITTER SELECT MUNICIPAL REINVESTMENT
FUND*** ....................................... $ 81,419,774 0.50%
<FN>
----------
* Open-end investment company.
** Closed-end investment company.
*** Open-end investment company offered only to the holders of units of
certain unit investment trusts (UITs) in connection with the
reinvestment of UIT distributions.
(1) InterCapital has undertaken to assume all operating expenses (except
for any 12b-1 and brokerage fees) of the Massachusetts, Michigan,
Minnesota, New York and Ohio Series of Dean Witter Multi-State
Municipal Series Trust to the extent that they exceed 0.50% of daily
net assets and to waive the compensation provided for in its
investment management agreement with that company in respect to the
aforementioned Series until December 31, 1995.
(2) InterCapital has undertaken to assume all operating expenses (except
for any 12b-1 and brokerage fees) of Dean Witter National Municipal
Trust and to waive the compensation provided for in its investment
management agreement with that company until December 31, 1995.

A-2

INTERCAPITAL QUALITY MUNICIPAL INCOME TRUST

ANNUAL MEETING OF SHAREHOLDERS - OCTOBER 31, 1995

PROXY

The undersigned hereby appoints SHELDON CURTIS, EDMUND C. PUCKHABER,
ROBERT M. SCANLAN, 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 INTERCAPITAL QUALITY MUNICIPAL INCOME TRUST on October 31,
1995 at 9:00 A.M., New York City time, and at any adjournment thereof, on the
proposals set forth in the Notice of Meeting dated August 9, 1995 as follows:

THIS PROXY IS SOLICITED BY THE TRUSTEES. IF NO SPECIFICATION IS MADE ON
THE REVERSE SIDE, THIS PROXY WILL BE VOTED FOR ALL NOMINEES FOR TRUSTEES AND
FOR THE PROPOSALS.

IMPORTANT: PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD IN THE ENCLOSED
ENVELOPE.

(Continued, and to be dated and signed on reverse side.)

PLEASE MARK BOXES [X] OR [X] IN BLUE OR BLACK INK. COMMON SHARES

1. ELECTION OF TRUSTEES: [ ] FOR ALL NOMINEES [ ] WITHHOLD AUTHORITY
(except as marked to (to vote for all
the contrary below) nominees listed below)

Edwin J. Garn, Michael E. Nugent, Philip J. Purcell
(INSTRUCTION: To withhold authority to vote for any individual nominee write
that nominee's name on the space provided below.)
--------------------------------------------------------------------------------

2. APPROVAL OF CURRENT INVESTMENT MANAGEMENT AGREEMENT:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. RATIFICATION OF APPOINTMENT OF PRICE WATERHOUSE LLP AS INDEPENDENT
ACCOUNTANTS:
FOR [ ] AGAINST [ ] ABSTAIN [ ] 099
and in their discretion in the transaction of any other business which may
properly come before the meeting.
Please sign personally. If the
share is registered in more than
one name, each joint owner or
each fiduciary should sign
personally. Only authorized
officers should sign for
corporations.

Dated
---------------------------------

---------------------------------
Signature

INTERCAPITAL QUALITY MUNICIPAL INCOME TRUST

ANNUAL MEETING OF SHAREHOLDERS - OCTOBER 31, 1995

PROXY

THIS PROXY IS SOLICITED BY THE TRUSTEES. IF NO SPECIFICATION IS MADE ON
THE REVERSE SIDE, THIS PROXY WILL BE VOTED FOR ALL NOMINEES FOR TRUSTEES AND
FOR THE PROPOSALS.

IMPORTANT: PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD IN THE ENCLOSED
ENVELOPE.

(Continued, and to be dated and signed on reverse side.)

PLEASE MARK BOXES [X] OR [X] IN BLUE OR BLACK INK. PREFERRED SHARES

1. ELECTION OF TRUSTEES: [ ] FOR THE NOMINEES [ ] WITHHOLD AUTHORITY
(except as marked to (to vote for all
the contrary below) nominees listed below)

ELECTION OF PREFERRED TRUSTEE: [ ] FOR THE NOMINEE
(except as marked to the
contrary below)
[ ] WITHHOLD AUTHORITY
(to vote for all nominees listed
below)
John R. Haire
(INSTRUCTION: To withhold authority to vote for any individual nominee write
that nominee's name on the space provided below.)
-----------------------------------------------------------------------------
2. APPROVAL OF CURRENT INVESTMENT MANAGEMENT AGREEMENT:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. RATIFICATION OF APPOINTMENT OF PRICE WATERHOUSE LLP AS INDEPENDENT
ACCOUNTANTS:
FOR [ ] AGAINST [ ] ABSTAIN [ ] 099

and in their discretion in the transaction of any other business which may
properly come before the meeting.
Please sign personally. If the
share is registered in more than
one name, each joint owner or
each fiduciary should sign
personally. Only authorized
officers should sign for
corporations.

Dated
---------------------------------

---------------------------------
Signature