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. )

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

....TCW/DW TERM TRUST 2002. . . . . . . . . . . . . . . . . . .
(Name of Registrant as Specified in its Charter)

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PRELIMINARY COPY -- TO BE FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION ONLY

TCW/DW TERM TRUST 2002

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 27, 1996

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 Center,
Forty-Fourth Floor, 2 World Trade Center, New York, New York 10048, on
December 27, 1996, at 9:00 a.m., New York City time, for the following
purposes:

1. To elect three (3) Trustees to serve until the 1999 Annual Meeting,
or until their successors shall have been elected and qualified;

2. To approve or disapprove continuance of the currently effective
Investment Advisory Agreement between the Trust and TCW Funds Management,
Inc.;

3. To ratify or reject the selection of Price Waterhouse LLP as the
Trust's independent accountants for the fiscal year ending September 30,
1997;

4. Shareholder proposal to amend the Trust's Declaration of Trust to
require each Trustee, within thirty days of election, to become a
shareholder of the Trust (Note: The Trustees unanimously recommend a vote
AGAINST this proposal); and

5. 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 25, 1996 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 Proposal 2 and will vote against any such adjournment those proxies
required to be voted against that proposal.

SHELDON CURTIS,
Secretary

November 7, 1996
New York, New York

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.

TCW/DW TERM TRUST 2002
TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS
DECEMBER 27, 1996

This statement is furnished in connection with the solicitation of proxies
by the 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 27, 1996, 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 and in favor of Proposals 2, 3 and against Proposal 4. A proxy may be
revoked at any time prior to its exercise by any of the following: written
notice of revocation, execution and delivery of a later dated proxy to the
Secretary of the Trust (if returned and received in time to be voted), or
attendance and voting at the Annual Meeting of Shareholders. Attendance at
the Meeting will not in and of itself revoke a proxy.

Shareholders as of the close of business on October 25, 1996, 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 October 25, 1996 there were 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 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 this Annual Meeting of Shareholders,
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
and regular employees of the Trust, Dean Witter Services Company Inc. ("DWSC"
or the "Manager") or its parent company, Dean Witter InterCapital Inc.
("InterCapital") and employees of broker-dealers, including Dean Witter
Reynolds Inc. ("DWR"), without special compensation therefor. In addition,
the Trust may employ William F. Doring and Co. as proxy solicitor, the cost
of which is not expected to exceed $3,000 and will be borne by the Trust. The
first mailing of this proxy statement is expected to be made on or about
November 7, 1996.

(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 (John C. Argue, Charles A. Fiumefreddo and Michael E.
Nugent) are standing for election at this Meeting to serve until the 1999
Annual Meeting in accordance with the Trust's Declaration of Trust.

Five of the current nine Trustees (John C. Argue, John R. Haire, 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 "Act"). 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 were previously 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:
John C. Argue, Charles A. Fiumefreddo and Michael E. Nugent. 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 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 the 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.

Pursuant to the provisions of the Trust's 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 of Trustees 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. Haire, Johnson, Schroeder and
Stern; Class II--Messrs. DeMartini and Larkin; and Class III--Messrs. Argue,
Fiumefreddo and Nugent. 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 of Trustees, 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 Trustees in
Class III are standing for election at this Meeting and, if elected, will
serve until the 1999 Annual Meeting or until their successors shall have been
elected and qualified.

The following information regarding each of the nominees for election as
Trustee 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
25, 1996 (shown in parentheses), positions with the Trust, and directorships
(or trusteeships) in other companies which file periodic reports with the
Securities and Exchange Commission, including the 14 investment companies,
including the Trust, for which TCW Funds Management, Inc. serves as
investment adviser (the "Investment Adviser" or the "Adviser"), and
InterCapital's wholly-owned subsidiary Dean Witter Services Company Inc.
("DWSC") serves as manager (referred to herein as the "TCW/DW Funds"), and
the 82 investment companies for which InterCapital serves as investment
manager or investment adviser (referred to herein as the "Dean Witter
Funds").

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

JOHN C. ARGUE, Trustee since September, 1992; age 64; Of Counsel, Argue
Pearson Harbison & Myers (law firm); Director, Avery Dennison Corporation
(manufacturer of self-adhesive products and office supplies) and CalMat
Company (producer of aggregates, asphalt and ready mixed concrete); Chairman,
Rose Hills Memorial Park (cemetery); advisory director, LAACO Ltd. (owner and
operator of private clubs and real estate); Director, Coast Savings Financial
Inc. and Coast Federal Bank (a subsidiary of Coast Savings Financial Inc.);
director or trustee of various business and not-for-profit corporations;
Director, TCW Galileo Funds, Inc.; Trustee, University of Southern
California, Occidental College and Pomona College; Trustee of the TCW/DW
Funds.

CHARLES A. FIUMEFREDDO,* Trustee since August, 1992; age 63; 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
investment companies of which InterCapital serves as investment manager (or
as adviser and administrator) (the "Dean Witter Funds"); Chairman, Chief
Executive Officer and Trustee of the TCW/DW Funds; Chairman and Director of
Dean Witter Trust Company ("DWTC"); formerly Executive Vice President and
Director of DWDC (until February, 1993); Director and/or officer of various
DWDC subsidiaries.

MICHAEL E. NUGENT, Trustee since September, 1992; age 60; 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
(1984-1988); Director of various business organizations.

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

RICHARD M. DeMARTINI,* Trustee since January, 1993; age 44; President and
Chief Operating Officer of Dean Witter Capital, a division of Dean Witter
Reynolds Inc. ("DWR") (since January, 1989); Executive Vice President of Dean
Witter, Discover & Co. ("DWDC") and member of the DWDC Management Committee;
Director of Dean Witter Services Company Inc. ("DWSC"), Dean Witter
Distributors Inc. ("Distributors"), InterCapital and DWR; Trustee of the
TCW/DW Funds; Member (since January, 1993) and Chairman (since January, 1995)
of the Board of Directors of NASDAQ; formerly President and Chief Operating
Officer of the Consumer Banking Division of DWDC.

JOHN R. HAIRE, Trustee since September, 1992; age 71; 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 and
Chairman of the Audit Committee and Chairman of the Committee of the
Independent Trustees of the TCW/DW Funds; formerly President, Council for Aid
to Education (1978-1989) and Chairman and Chief Executive Officer of Anchor
Corporation, an investment adviser (1964-1978); Director of Washington
National Corporation (insurance).

DR. MANUEL H. JOHNSON, Trustee since September, 1992; age 47; 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 (1986-1990)
and Assistant Secretary of the U.S. Treasury (1982-1986).

THOMAS E. LARKIN, Jr.,* Trustee since September, 1992; age 57; Executive
Vice President and Director, The TCW Group, Inc.; President and Director of
Trust Company of the West; Vice Chairman and Director of TCW Asset Management
Company; Chairman of the Adviser; Member of the Board of Trustees of the
University of Notre Dame; Director of Orthopaedic Hospital of Los Angeles;
President and Director of TCW Galileo Funds, Inc.; Senior Vice President of
TCW Convertible Securities Fund, Inc.; President and Trustee of the TCW/DW
Funds.

JOHN L. SCHROEDER, Trustee since April, 1995; age 66; Director or Trustee
of the Dean Witter Funds; Trustee of the TCW/DW Funds; Director of Citizens
Utilities Company; formerly Executive Vice President and

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

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

Chief Investment Officer of The Home Insurance Company (August,
1991-September, 1995) and Chairman and Chief Investment Officer of
Axe-Houghton Management and the Axe-Houghton Funds (1983-1991).

MARC I. STERN,* Trustee since April, 1995; age 52; Vice President of the
Trust; President, The TCW Group Inc. (since May 1992); President and Director
of the Adviser (since May, 1992); Vice Chairman and Director of TCW Asset
Management Company (since May, 1992); Executive Vice President and Director
of Trust Company of the West; Chairman and Director of TCW Galileo Funds,
Inc.; Trustee of the TCW/DW Funds; Chairman of TCW Americas Development, Inc.
Chairman of TCW Asia, Limited (since January, 1993); Chairman of TCW London
International, Limited (since March, 1993); Director of Qualcomm,
Incorporated (wireless communications); Director or Trustee of various
not-for-profit organizations; formerly President of SunAmerica, Inc.
(financial services company) (December, 1988 to June, 1990).

The executive officers of the Trust are: Sheldon Curtis, Vice President,
Secretary and General Counsel; Robert M. Scanlan, 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, Barry Fink, Lou Anne D.
McInnis, Ruth Rossi and Carsten Otto serve as Assistant Secretaries. Mr.
Curtis is 64 years old and is currently Senior Vice President, Secretary 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. He
has been an employee of InterCapital or DWR, a broker-dealer affiliate of
InterCapital, for over five years. Mr. Scanlan is 60 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 and prior thereto was Chairman of Harborview
Group Inc. 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. Barach is 44 years
old and is currently a Managing Director of Trust Company of the West, TCW
Asset Management Company and TCW Funds Management, Inc. Mr. Gundlach is 36
years old and is currently a Managing Director of Trust Company of the West,
TCW Asset Management Company and TCW Funds Management, Inc. Both Messrs.
Barach and Gundlach have been associated with The TCW Group, Inc. and/or its
subsidiaries for over five years. Mr. Horton is 38 years old and is currently
a Managing Director of Trust Company of the West, TCW Asset Management
Company and TCW Funds Management, Inc. He was previously a senior portfolio
manager for Dewey Square Investors (June 1991-September 1993). Mr. Caloia is
50 years old and is currently First Vice President and Assistant Treasurer of
InterCapital and DWSC. He has been an employee of InterCapital or DWR 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 all of the TCW/DW Funds. As of the
date of this Proxy Statement, there are a total of 14 TCW/DW Funds. As of
September 30, 1996, the TCW/DW Funds had total net assets of approximately
$4.3 billion and approximately a quarter of a million shareholders.

Five Trustees (56% of the total number) have no affiliation or business
connection with TCW Funds Management, Inc. or Dean Witter Services Company
Inc. or any of their affiliated persons and do not own any stock or other
securities issued by DWDC or TCW, the parent companies of Dean Witter
Services Company Inc. and TCW Funds Management, Inc., respectively. These are
the "disinterested" or "independent" Trustees. The other four Trustees (the
"management Trustees") are affiliated with either Dean Witter Services
Company Inc. or TCW. Four of the five independent Trustees are also
Independent Trustees of the Dean Witter Funds.

Law and regulation establish both general guidelines and specific duties
for the Independent Trustees. The TCW/DW Funds 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 Funds' Boards, such individuals may reject other attractive assignments
because the Funds make substantial demands on their time. Indeed, by serving
on the Funds' Boards, certain Trustees who would otherwise be qualified and
in demand to serve on bank boards would be prohibited by law from doing so.

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 Committees hold some meetings at
the offices of the Manager or Adviser and some outside those offices.
Management Trustees or officers do not attend these meetings unless they are
invited for purposes of furnishing information or making a report. There are
no nominating or compensation committees of the Trustees.

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 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. Each of the open-end TCW/DW Funds
has such a plan.

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; and preparing and submitting
Committee meeting minutes to the full Board.

Finally, the Board of each Fund has formed 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.

For the fiscal year ended September 30, 1996, 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 two,
nine and four 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 COMMITTEE OF THE INDEPENDENT TRUSTEES AND AUDIT
COMMITTEE

On July 1, 1996, Mr. Haire became Chairman of the Committee of the
Independent Trustees and the Audit Committee of the TCW/DW Funds. The
Chairman of the Committees maintains an office in 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 various issues, and arranges to have that information furnished
to Committee members. He also arranges for the services of independent

experts 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 both 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 advisory, management and
other operating contracts of the Funds and, on behalf of the Committees,
conducts negotiations with the Investment Adviser and the 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 Committee of the Independent Trustees and the Audit
Committee 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 TCW/DW Funds and as Chairman of the Committee of the
Independent Trustees and the Audit Committee and Independent Director or
Trustee of the Dean Witter Funds. The current Committee Chairman has had more
than 35 years experience as a senior executive in the investment company
industry.

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

The Independent Trustees and the Funds' management believe that having the
same Independent Trustees for each of the TCW/DW Funds 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. They believe 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 possibility 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, 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 TCW/DW Funds.

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 Funds
in the TCW/DW Funds complex (and, if applicable, in the Dean Witter Funds
complex) on whose boards the Trustee serves. In addition, the policy
contemplates that the Trustees will, over time, increase their aggregate
investment in the 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,
1996, the total value of the investments by the Trustees and/or their spouses
in shares of the TCW/DW Funds (and, if applicable, the Dean Witter Funds) was
approximately $3.8 million.

As of October 25, 1996, 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 $2,225 plus a per
meeting fee of $200 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 $750 and pays the Chairman of the
Committee of the Independent Trustees an additional annual fee of $1,200).
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. The Trustees of the
TCW/DW Funds 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,
1996.

TRUST COMPENSATION

AGGREGATE
COMPENSATION
NAME OF INDEPENDENT TRUSTEE FROM THE TRUST
- --------------------------- --------------

John C. Argue .............. $5,794
John R. Haire .............. 6,369
Dr. Manuel H. Johnson ..... 5,577
Michael E. Nugent .......... 5,357
John L. Schroeder .......... 5,794

The following table illustrates the compensation paid to the Trust's
Independent Trustees for the calendar year ended December 31, 1995 for
services to the 11 TCW/DW Funds and, in the case of Messrs. Haire, Johnson,
Nugent and Schroeder, the 79 Dean Witter Funds that were in operation at
December 31, 1995, and, in the case of Mr. Argue, TCW Galileo Funds, Inc.
With respect to Messrs. Haire, Johnson, Nugent and Schroeder, the Dean Witter
Funds are included solely because of a limited exchange privilege between
various TCW/DW Funds and five Dean Witter Money Market Funds. With respect to
Mr. Argue, TCW Galileo Funds, Inc. is included solely because the Trust's
Adviser, TCW Funds Management, Inc., also serves as Adviser to that
investment company. Mr. Schroeder was elected as a Trustee of each TCW/DW
Fund then in existence on April 20, 1995.

COMPENSATION FROM FUND GROUPS

FOR SERVICE AS
FOR SERVICE AS CHAIRMAN OF TOTAL COMPENSATION
FOR SERVICE AS DIRECTOR OR COMMITTEE OF PAID FOR SERVICES
TRUSTEE AND TRUSTEE AND FOR SERVICE AS INDEPENDENT TO 79 DEAN WITTER
COMMITTEE MEMBER COMMITTEE MEMBER DIRECTOR OF DIRECTORS/ FUNDS, 11 TCW/DW
NAME OF INDEPENDENT OF 11 TCW/DW OF 79 DEAN WITTER TCW GALILEO TRUSTEES AND FUNDS AND TCW
TRUSTEE FUNDS FUNDS FUNDS, INC. AUDIT COMMITTEE GALILEO FUNDS, INC.
- -------------------------- ---------------- ----------------- -------------- --------------- -------------------

John C. Argue ............. $68,038 -- $37,500 -- $105,538
John R. Haire ............. 82,038 $ 98,450 -- $217,350(1) 397,838
Dr. Manuel H. Johnson .... 82,038 136,450 -- -- 218,488
Michael E. Nugent ......... 75,038 124,200 -- -- 199,238
John L. Schroeder ......... 46,964 136,450 -- -- 183,414

[FN]
- ------------

(1) For the 79 Dean Witter Funds in operation at December 31, 1995. As
noted above, on July 1, 1996, Mr. Haire became Chairman of the Committee of
the Independent Trustees and the Audit Committee of the TCW/DW Funds in
addition to continuing to serve in such positions for the Dean Witter Funds.

As of the date of this Proxy Statement, 57 of the Dean Witter Funds have
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 Adopting 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 25.0% of his or
her Eligible Compensation plus 0.4166666% 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 50.0% after ten
years of service. The foregoing percentages may be changed by the Board.(2)
"Eligible Compensation" is one-fifth of the total compensation earned by such
Eligible Trustee for service to the Adopting Fund 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 Adopting Funds.

The following table illustrates the retirement benefits accrued to Messrs.
Haire, Johnson, Nugent and Schroeder by the 57 Dean Witter Funds as of
December 31, 1995, and the estimated retirement benefits for Messrs. Haire,
Johnson, Nugent and Schroeder from the 57 Dean Witter Funds as of December
31, 1995.

RETIREMENT BENEFITS FROM ALL DEAN WITTER FUNDS

ESTIMATED
RETIREMENT ANNUAL BENEFITS
ESTIMATED CREDITED ESTIMATED BENEFITS ACCRUED UPON RETIREMENT
YEARS OF SERVICE AT PERCENTAGE OF AS EXPENSES BY FROM ALL
RETIREMENT ELIGIBLE ALL ADOPTING ADOPTING
NAME OF INDEPENDENT TRUSTEE (MAXIMUM 10) COMPENSATION FUNDS FUNDS(3)
- --------------------------- --------------------- --------------- ---------------- ---------------

John R. Haire .............. 10 50.0% $261,763 $130,404
Dr. Manuel H. Johnson ..... 10 50.0 16,748 51,550
Michael E. Nugent .......... 10 50.0 30,370 51,550
John L. Schroeder .......... 8 41.7 51,812 42,958

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

(2) 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.

(3) Based on current levels of compensation. Amount of annual benefits
also varies depending on the Trustee's elections described in Footnote (2)
above.

(2) APPROVAL OR DISAPPROVAL OF CURRENTLY EFFECTIVE
MANAGEMENT AGREEMENT

The Trust's investments are managed by TCW Funds Management, Inc.
(referred to herein as the "Investment Adviser"), pursuant to an Investment
Advisory Agreement dated November 20, 1992 (referred to herein as the
"Advisory Agreement").

THE ADVISORY AGREEMENT

The Advisory Agreement was initially approved by the Board of Trustees of
the Trust, including all of the Independent Trustees, at a meeting held on
September 24, 1992, and was approved by DWR, the then sole shareholder of the
Trust, on November 19, 1992. The Trust's Shareholders last approved the
continuance of the Advisory Agreement at their Annual Meeting on December 20,
1995. In the event shareholders do not approve continuance of the Advisory
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 advisory
agreement or continuance of the present Advisory Agreement until the next
Annual Meeting of Shareholders.

In considering whether or not to approve the Advisory 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 Adviser's services and personnel, and the appropriateness of the fees
that are paid under the Advisory Agreement. Based upon its review, the Board
of Trustees, including all of the Independent Trustees, determined that the
approval of the Advisory 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 Advisory 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.

THE BOARD OF TRUSTEES, INCLUDING THE MAJORITY OF THE INDEPENDENT TRUSTEES,
RECOMMENDS THAT THE SHAREHOLDERS APPROVE THE ADVISORY AGREEMENT.

THE ADVISORY AGREEMENT

The Advisory Agreement provides that the Investment Adviser shall
continuously invest the assets of the Trust in a manner consistent with the
Trust's investment objectives. The Investment Adviser obtains and evaluates
such information and advice relating to the economy, securities markets and
specific securities as it considers necessary or useful to continuously
manage the assets of the Trust in a manner consistent with its investment
objectives and policies. In addition, the Investment Adviser pays the
compensation of all personnel, including officers of the Trust, who are its
employees. The Investment Adviser 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.

Under the Advisory Agreement, the Trust is obligated to bear all of the
costs and expenses of its operation, except those specifically assumed by the
Investment Adviser or the 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 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
costs and expense of preparation, printing, including typesetting, and
distributing prospectuses for such purposes; 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
Trust's Manager or Investment Adviser or any of their corporate affiliates;
all expenses incident to the payment of any dividend or distribution program;
charges and expenses of any outside pricing services; 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
Trust's Manager or Investment Adviser); membership dues of industry
associations; interest payable on Trust 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 Trust which inure to its benefit; extraordinary expenses (including,
but not limited to, legal claims, liabilities, litigation costs and any
indemnification related thereto); and all other charges and costs of the
Trust's operations unless otherwise explicitly provided in the Advisory
Agreement.

The Advisory Agreement had an initial term ending April 30, 1994 and the
Advisory Agreement provides that, after this period, 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 Advisory 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 Advisory Agreement's most recent
continuation, until April 30, 1997 was approved by the Trustees, including a
majority of the Independent Trustees at a meeting held on April 20, 1996,
called for the purpose of approving the Advisory Agreement.

The Advisory Agreement also provides that it may be terminated at any time
by the Investment Adviser, the Trustees of the Trust 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 will
automatically terminate upon any assignment.

In return for its investment services and the expenses which the
Investment Adviser assumes under the Advisory Agreement, the Trust pays the
Investment Adviser compensation which is computed weekly and payable monthly
and which is determined by applying the annual rate of 0.26% to the Trust's
average weekly net assets. Pursuant to the Advisory Agreement, the Trust
accrued to the Investment Adviser total compensation of $1,145,549 during the
fiscal year ended September 30, 1996. The net assets of the Trust totalled
$423,094,511 at September 30, 1996.

INVESTMENT ADVISER

TCW Funds Management, Inc. (the "Adviser") is the Trust's investment
adviser. The Adviser, a California corporation, is a wholly-owned subsidiary
of The TCW Group, Inc. (formerly TCW Management Company) ("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. As of
September 30, 1996, the Adviser and its affiliates had approximately $
billion under management or committed to management. The Adviser is
headquartered at 865 South Figueroa Street, Suite 1800, Los Angeles,
California 90017.

The Principal Executive Officers and Directors of the Adviser, and their
principal occupations, are:

Thomas E. Larkin, Jr., Chairman, Marc I. Stern, President and Alvin R.
Albe, Jr., Executive Vice President. Mr. Robert A. Day may be deemed to be a
control person of the Adviser by virtue of the aggregate ownership of Mr. Day
and his family of more than 25% of the outstanding voting stock of The TCW
Group, Inc. The principal occupations of Messrs. Larkin and Stern are
described in the preceding tables. Mr. Albe is an Executive Vice President of
The TCW Group, Inc.

The business address of the foregoing Directors and Executive Officers is
865 South Figueroa Street, Suite 1800, Los Angeles, California 90017.

The appendix lists the investment companies for which the Adviser provides
investment advisory or sub-advisory services and which have similar
investment objectives to that of the Trust, and sets forth the fees payable
to the Adviser by such investment companies, including the Trust, and their
net assets as of October 25, 1996.

MANAGER

Dean Witter Services Company Inc. ("DWSC") is the Trust's Manager. DWSC,
which maintains its offices at Two World Trade Center, New York, New York
10048, is a wholly-owned subsidiary of Dean Witter InterCapital Inc.
("InterCapital"). 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 of Dean Witter, Discover & Co.
("DWDC"), a balanced financial services organization providing a broad range
of nationally marketed credit and investment products. In an internal
reorganization which took place in January, 1993, InterCapital assumed the
investment advisory, management and administrative activities previously
performed by the InterCapital Division of DWR.

As the Trust's Manager, DWSC receives from the Trust compensation which is
computed weekly and payable monthly and which is determined by applying the
annual rate of 0.39% to the Trust's weekly net assets. For the fiscal year
ended September 30, 1996, the Trust accrued to DWSC, pursuant to a Management
Agreement, total compensation of $1,718,323.

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,
InterCapital, DWSC and DWTC; 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, Chairman of the
Board of Directors, 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, Executive Vice President, Secretary, General Counsel and
Director of DWR, Executive Vice President, Secretary, Chief Legal Officer and
Director of Distributors, and a 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, InterCapital and DWSC.

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

InterCapital and DWSC serve in various investment management, advisory,
management and administrative capacities to investment companies and pension
plans and other institutional and individual investors.

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 year ended September 30, 1996, the Trust accrued to Dean
Witter Trust Company, the Trust's Transfer Agent and an affiliate of the
Manager, transfer agency fees of $173,062.

(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 September 30,
1997. 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
Annual Meeting of Shareholders 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.

THE TRUSTEES UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS RATIFY THE
SELECTION OF PRICE WATERHOUSE AS THE INDEPENDENT ACCOUNTANTS FOR THE TRUST.

(4) SHAREHOLDER PROPOSAL TO AMEND THE TRUST'S DECLARATION OF TRUST TO
REQUIRE EACH TRUSTEE, WITHIN THIRTY DAYS OF ELECTION,
TO BECOME A SHAREHOLDER OF THE TRUST

The Trust has been informed by Edwin S. Mullett, 1420 Fern Court, Vero
Beach, Florida, 32963-4009, a shareholder of record who owned approximately
2,000 shares at October 25, 1996 (the "Proponent"), that he intends to submit
the following proposal (the "Shareholder Proposal") at the meeting:

RESOLVED, that the Declaration of Trust be amended to require that each
Trustee, within thirty days of election, become a shareholder of the
Trust.

The Proponent has requested that the following statement be included in
support of his proposal:

It seems obvious that the Trustees could best understand and represent the
interests of shareholders if they were shareholders themselves. Shareholders
seem to agree --last year a similar proposal was APPROVED by a margin of over
SIX TO ONE (17,490,910 in favor; 2,583,805 against). You might ask how a
proposal can win by such a huge margin and still lose? Because it narrowly
failed to obtain quorum. Ironically, the proposal would have passed if more
shareholders had voted against it. According to the last proxy, NOT ONE OF
OUR TRUSTEES OWNED A SINGLE SHARE OF OUR TRUST. You will read below a litany
of excuses and explanations seeking to convince you that we are better off
because our Trustees are not shareholders. For amusement you may want to
count the number of times they urge you to vote AGAINST (always in capital
letters) my proposal: answer --five. Then you may want to ask yourselves why
the Trustees are so concerned that they may have to join us as shareholders.
I hope you will support this proposal but, in any case, please vote!

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU VOTE AGAINST THE
SHAREHOLDER PROPOSAL.

RECOMMENDATION OF THE BOARD OF TRUSTEES

As the Proponent's statement in support of his proposal indicates, he
requested that a similar proposal be included in the proxy statement relating
to last year's annual meeting. At that time the Trustees determined to oppose
the proposal and took the position that a share ownership requirement for
Trustees was not necessarily in the best interests of shareholders. For the
reasons stated below, the Trustees continue to adhere to this view. However,
to address any expectation of shareholders that the Trustees own shares of
Funds in the TCW/DW complex, the Trustees have adopted a share ownership
policy as described below.

The Share Ownership Policy

The Trustees are aware that there may be an expectation among shareholders
that the Trustees own shares of the Funds in the TCW/DW complex. To address
shareholder concerns in this regard, the Trustees, on July 23, 1996, 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 Funds in the TCW/DW complex (and, if applicable, in the
Dean Witter Funds) on whose boards the Trustee serves. In addition, the
policy contemplates that the Trustees will, over time, increase their
aggregate investment in the 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. Any future Trustee will be given a one year period within which
to comply with the foregoing policy. As of the date of this proxy statement,
each Trustee is in compliance with the policy. As of September 30, 1996, the
total value of shares of the TCW/DW Funds (and, if applicable, the Dean
Witter Funds) owned by the Trustees and/or their spouses was approximately
$3.8 million.

Reasons for Opposing the Shareholder Proposal

As they stated in last year's proxy statement, the Trustees believe it is
not necessary to own shares of the Trust to act in the best interests of
shareholders and that they can carry out their duties and functions
diligently and effectively without owning shares of the Trust. In addition,
the Trust's objectives and policies may not be appropriate for a Trustee's
individual financial circumstances and the Trust could be inhibited in its
ability to attract Trustees if the available pool is limited to those whose
personal financial needs are met by the Trust's objectives and policies.

The Trustees continue to believe that any policy requiring the Trustees to
own shares of a specific Fund for which they serve as Trustees, without
regard to their own respective investment objectives, could logically be
extended to all the Funds in the TCW/DW complex. The Trustees believe that
such a complex-wide share ownership requirement would be impractical and
undesirable because it could make it more difficult to maintain the same
board of directors for all the Funds in the complex. The Trustees believe
that having the same Trustees for each of the TCW/DW Funds is in the best
interests of all the Funds' shareholders for several reasons. First, a common
board enhances the ability of each Fund to obtain, at modest cost to each
separate Fund, the services of high caliber Trustees. In addition, having a
common board avoids the duplication of effort that would arise from having
different groups of individuals serving as Trustees for each of the Funds and
avoids the cost and confusion that may arise from different conclusions being
reached by different boards on the same operations and management issues.
Finally, serving as Trustees of all Funds tends to increase a Trustee's
knowledge and expertise regarding matters which affect all the Funds in the
complex and enhances the ability to negotiate on behalf of each Fund with the
Funds' service providers.

For the reasons stated below and in light of the fact that they have
adopted the share ownership policy described above, the Trustees unanimously
recommend that shareholders vote AGAINST the Shareholder Proposal.

The affirmative vote of the holders of a majority of the shares
outstanding and entitled to vote at the Annual Meeting is required for the
approval of the Shareholder Proposal.

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. All defendants except two of the Trustees have filed
answers and affirmative defenses to the consolidated amended complaint. The
two Trustees have an indefinite extension in which to respond to the
complaint.

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 11, 1997 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 are available without charge upon request
from Adrienne Ryan-Pinto at Dean Witter Trust Company, Harborside Financial
Center, Plaza Two, Jersey City, New Jersey 07311 (telephone 1-800-869-NEWS)
(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 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 Trustees
SHELDON CURTIS
Secretary

APPENDIX

TCW Funds Management Inc. serves as investment adviser to the Trust as
well as investment adviser to the other investment companies listed below
which have similar investment objectives to that of the Trust, with net
assets shown as of October 25, 1996.

ANNUAL
MANAGEMENT FEE
AS PERCENT OF
NET ASSETS ON AVERAGE NET
NAME OCTOBER 25, 1996 ASSETS
- ---------------------- ---------------- --------------

TCW/DW Term Trust 2003 $ (1)
TCW/DW Term Trust 2002 $ (1)
TCW/DW Term Trust 2000 $ (2)
<FN>
- ------------

1. 0.26% of the Trust's weekly net assets.

2. 0.24% of the Trust's weekly net assets.

I-1

TCW/DW TERM TRUST 2002
ANNUAL MEETING OF SHAREHOLDERS--DECEMBER 27, 1996

PROXY

The undersigned hereby appoints SHELDON CURTIS, ROBERT M. SCANLAN, BARRY
FINK, 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 27, 1996 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 November 7, 1996 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 TRUSTEE AND
FOR PROPOSALS 2 AND 3 AND AGAINST PROPOSAL 4.

IMPORTANT: PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD IN THE
ENCLOSED ENVELOPE SO THAT YOUR VOTE ON ALL MATTERS MAY BE
COUNTED.

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

PLEASE MARK BOXES [ ] OR [X] IN BLUE OR BLACK INK.
1. ELECTION OF TRUSTEES:
[ ] FOR ALL NOMINEES
(except as marked to the contrary below)
[ ] WITHHOLD
AUTHORITY
(to vote
for all
nominees
listed
below)
John C. Argue, Charles A. Fiumefreddo, Michael E. Nugent
(INSTRUCTION: To withhold authority to vote for any individual nominee write
that nominee's name on the space provided below.)
- -----------------------------------------------------------------------------
2. APPROVAL OF INVESTMENT ADVISORY AGREEMENT:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. RATIFICATION OF APPOINTMENT OF
PRICE WATERHOUSE LLP AS
INDEPENDENT ACCOUNTANTS:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
117

4. SHAREHOLDER PROPOSAL: FOR [ ] AGAINST [ ] ABSTAIN [ ]

(NOTE: THE TRUSTEES RECOMMEND A VOTE AGAINST THIS PROPOSAL)

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

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