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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Check the appropriate box:

[X] Preliminary Proxy Statement
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by Rule 14a-6(e)(2))
[ ] 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
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(Name of Registrants as Specified in Its Charter)

Lou Anne McInnis
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Payment of Filing Fee (check the appropriate box):

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PRELIMINARY PROXY
FOR THE INFORMATION OF THE SECURITIES AND EXCHANGE COMMISSION ONLY

INTERCAPITAL QUALITY MUNICIPAL INCOME TRUST
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 24, 1997

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, 44th Floor, 2 World Trade Center, New York, New York 10048, on
October 24, 1997, at 11:00 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 year 2000 Annual
Meeting, or until their successors shall have been elected and qualified;

2. To ratify or reject the selection of Price Waterhouse LLP as the
Trust's independent accountants for the fiscal year ending October 31,
1997;

3. 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

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

Shareholders of record as of the close of business on July 31, 1997 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 have been received by the
date of the Meeting.

BARRY FINK,
Secretary

August , 1997
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.

PRELIMINARY PROXY
FOR THE INFORMATION OF THE SECURITIES AND EXCHANGE COMMISSIONS ONLY

INTERCAPITAL QUALITY MUNICIPAL INCOME TRUST

TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048

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

ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 24, 1997

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 24, 1997 (the "Meeting"), and at any
adjournments thereof. The first mailing of this proxy statement is expected
to be made on or about August , 1997.

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 ("Shareholders") and in favor of
Proposal 2 and against Proposal 3. 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 (if returned and received in time to be voted), or
attendance and voting at the Meeting. Attendance at the Meeting will not in
and of itself revoke a proxy.

Shareholders of record as of the close of business on July 31, 1997, 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 July 31, 1997, there were
outstanding 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, officers of the Trust or
officers and regular employees of Dean Witter InterCapital Inc.
("InterCapital" or the "Investment Manager"), Dean Witter Trust Company
("DWTC"), Dean Witter Services Company Inc. ("DWSC") and/or Dean Witter
Reynolds Inc. ("DWR"), without special compensation therefor. In addition,
the Trust may employ [ ] as proxy solicitor, the cost of
which is not expected to exceed $3,000 and will be borne by the Trust.

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

(1) ELECTION OF TRUSTEES

The number of Trustees has been fixed by the Trustees, pursuant to the
Trust's Declaration of Trust, at nine. At the Meeting, three Trustees (Manuel
H. Johnson, Wayne E. Hedien and John L. Schroeder) are to be elected to the
Trust's Board of Trustees, by the holders of the Common Shares and Preferred
Shares voting together as a single class, to serve until the year 2000 Annual
Meeting, in accordance with the Trust's Declaration of Trust. At the Meeting,
pursuant to the Trust's Declaration of Trust, each nominee is 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.

Six of the current Trustees (Michael Bozic, Edwin J. Garn, John R. Haire,
Manuel H. Johnson, Michael E. Nugent, and John L. Schroeder) plus Wayne E.
Hedien are "Independent Trustees," that is, Trustees who are not "interested
persons" of the Trust, as that term is defined in the Investment Company Act
of 1940, as amended (the "1940 Act"). (Mr. Hedien was elected by the
Shareholders of the Trust at a Special Meeting of Shareholders held on May
20, 1997 and whose term as Trustee commences on September 1, 1997.) The other
two current Trustees, Charles A. Fiumefreddo and Philip J. Purcell, are
"interested persons" (as that term is defined in the 1940 Act) of the Trust
and InterCapital and thus, are not Independent Trustees. 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
previously by the Shareholders of the Trust.

The nominees of the Board of Trustees for election as Trustee are listed
below. It is the intention of the persons named in the enclosed form of proxy
to vote the shares represented by them for the election of these nominees:
Manuel H. Johnson, Wayne E. Hedien and John L. Schroeder. Should any of the
nominees become unable or unwilling to accept nomination or election, the
persons named in the proxy will exercise their voting power in favor of such
person or persons as the Board may recommend or, in the case of an
Independent Trustee nominee, as the Independent Trustees may recommend. All
of the nominees have consented to being named in this proxy statement and to
serve if elected. The Trust knows no reason why any of the said nominees
would be unable or unwilling to accept nomination or election. The election
of the nominees listed above requires the approval of a majority of shares of
the Trust represented and entitled to vote (Common Shares and Preferred
Shares voting together as a single class).

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 previously determined that any nominee for election as Trustee
will stand for election as Trustee and serve as Trustee in one of the three
classes of Trustee as follows: Class I--Messrs. Bozic and Fiumefreddo; Class
II--Messrs. Johnson, Hedien 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. 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 II are standing for election at this Meeting
and, if elected, will serve until the year 2000 Annual Meeting or until their
successors shall have been elected and qualified. As a consequence of this
method of election, the replacement of a majority of the Board could be
delayed for up to two years.

The following information regarding each of the nominees for election as
Trustee, and each of the other members of the Board includes his principal
occupations and employment for at least the last five years, his age, shares
of the Trust owned, if any, as of July 31, 1997 (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 83 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 14 investment companies for which
InterCapital's wholly-owned subsidiary, DWSC, serves as manager and TCW Funds
Management, Inc. serves as investment adviser (referred to herein as the
"TCW/DW Funds").

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

DR. MANUEL H. JOHNSON, Trustee since July, 1991; age 48; Senior Partner,
Johnson Smick International, Inc., a consulting firm; Co-Chairman and a
founder of the Group of Seven Council (G7C), an international economic
commission; Director or Trustee of the Dean Witter Funds; Trustee of the
TCW/DW Funds; Director of NASDAQ (since June, 1995); Trustee of the Financial
Accounting Foundation (oversight organization for the Financial Aaccounting
Standards Board); 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).

WAYNE E. HEDIEN, (63) Retired, Director or Trustee of the Dean Witter
Funds (commencing on September 1, 1997); Director of The PMI Group, Inc.
(private mortgage insurance); Trustee and Vice Chairman of The Field Museum
of Natural History; formerly associated with the Allstate Companies
(1966-1994), most recently as Chairman of The Allstate Corporation (March,
1993-December, 1994) and Chairman and Chief Executive Officer of its
wholly-owned subsidiary, Allstate Insurance Company (July, 1989-December,
1994); director of various other business and charitable organizations.

JOHN L. SCHROEDER, Trustee since April, 1994; age 66; Retired; Director or
Trustee of the Dean Witter Funds; Trustee of the TCW/DW Funds; Director of
Citizens Utilities Company; formerly Executive Vice President and Chief
Investment Officer of The Home Insurance Company (August, 1991-September,
1995), Chairman and Chief Investment Officer of Axe-Houghton Management and
the Axe-Houghton Funds (1983-1991).

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

MICHAEL BOZIC, Trustee since April, 1994; age 56; Chairman and Chief
Executive Officer of Levitz Furniture Corporation (since November, 1995);
Director and Trustee of the Dean Witter Funds; formerly President and Chief
Executive Officer of Hills Department Stores (May, 1991-July, 1995); formerly
variously Chairman, Chief Executive Officer, President and Chief Operating
Officer (1987-1991) of the Sears Merchandise Group of Sears, Roebuck and Co.;
Director of Eaglemark Financial Services, Inc., United Negro College Fund and
Weirton Steel Corporation.

CHARLES A. FIUMEFREDDO, Trustee since June, 1991; age 64; Chairman, Chief
Executive Officer and Director of InterCapital, Dean Witter Services Company,
Inc. ("DWSC") and Dean Witter Distributors Inc. ("Distributors"); Executive
Vice President and Director of Dean Witter Reynolds Inc. ("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); Director and/or Officer of various MSDWD subsidiaries (until February,
1993); formerly Executive Vice President and Director of Dean Witter,
Discover & Co. (until February, 1993).

EDWIN JACOB (JAKE) GARN, Trustee since January, 1993; age 64; 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 Corporation (since
January, 1993); Director of Franklin Quest (time management systems) and John
Alden Corp. (health insurance); Member of the board of various civic and
charitable organizations.

JOHN R. HAIRE, Trustee since July, 1992, age 72; 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; Chairman of the
Audit Committee and Chairman of the Committee of the Independent Trustees and
Trustee 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).

MICHAEL E. NUGENT, Trustee since July, 1992; age 61; General Partner,
Triumph Capital, L.P., a private investment partnership; 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.

PHILIP J. PURCELL, Trustee since April, 1994; age 53; Chairman of the
Board of Directors and Chief Executive Officer of MSDWD, DWR and Novus Credit
Services Inc.; Director of InterCapital, DWSC and Distributors; Director or
Trustee of the Dean Witter Funds; Director and/or officer of various MSDWD
subsidiaries.

The executive officers of the Trust other than shown above are: Barry
Fink, Vice President, Secretary and General Counsel; Robert M. Scanlan, Vice
President; Mitchell M. Merin, Vice President; Joseph J. McAlinden, Vice
President; Robert S. Giambrone, Vice President; James F. Willison, Vice
President; and Thomas F. Caloia, Treasurer. In addition, 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, Lou Anne D. McInnis,
Ruth Rossi, Carsten Otto and Frank Bruttomesso serve as Assistant
Secretaries. Mr. Fink is 42 years old and is currently Senior Vice President,
Secretary and General Counsel (since February, 1997) of InterCapital and DWSC
and (since August, 1996) Assistant Secretary of DWR; he is also Senior Vice
President, Assistant Secretary and Assistant General

Counsel of Distributors (since February 1997). Mr. Scanlan is 61 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. Mr. Merin is 43 years old and is
currently President and Chief Strategic Officer of InterCapital and DWSC,
Executive Vice President of Distributors and DWTC and Director of DWTC,
Executive Vice President, Chief Administrative Officer and Director of DWR
and Director of SPS Transaction Services, Inc. and various other MSDWD
subsidiaries. Mr. McAlinden is 54 years old and is currently Executive Vice
President of InterCapital and Director of DWTC (since April, 1996); he is
also Chief Investment Officer of InterCapital. He was previously Senior Vice
President of InterCapital (June, 1995-April, 1996). He was formerly a
Managing Director of Dillon Reed. Mr. Giambrone is 43 years old and is
currently Senior Vice President of InterCapital, DWSC, Distributors and DWTC
(since August, 1995) and a Director of DWTC (since April, 1996). He was
formerly a partner of KPMG Peat Marwick, LLP. Mr. Willison is 53 years old
and is currently Senior Vice President of InterCapital. Mr. Caloia is 50
years old and is currently First Vice President of InterCapital and Assistant
Treasurer of InterCapital and DWSC. Mr. Avelar is 38 years old and is
currently Senior Vice President of InterCapital. Mr. Lian is 42 years old and
is currently Vice President of InterCapital. Mr. Page is 50 years old and is
currently Senior Vice President of InterCapital. Ms. Stromberg is 48 years
old and is currently Vice President of InterCapital. Mr. Arcieri is 48 years
old and is currently Vice President of InterCapital. Other than Mr. Giambrone
and Mr. McAlinden, each of the above officers has been an employee of
InterCapital or DWR (formerly the corporate parent of InterCapital) for over
five years.

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

The Board of Trustees consists of eight (8) trustees; as noted above, Mr.
Hedien's term will commence on September 1, 1997. These same individuals also
serve as directors or trustees for all of the Dean Witter Funds, and are
referred to in this section as Trustees. As of the date of this Proxy
Statement, there are a total of 83 Dean Witter Funds, comprised of 126
portfolios. As of June 30, 1997, the Dean Witter Funds had total net assets
of approximately $87.9 billion and more than six million shareholders.

Six Trustees and Mr. Hedien (77% 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, MSDWD. These are the "disinterested" or "independent" Trustees. The
other two Trustees (the "Management Trustees") are affiliated with
InterCapital. Four of the six Independent Trustees are also Independent
Trustees of the TCW/DW Funds.

Law and regulation establish both general guidelines and specific duties
for the Independent Trustees. The Dean Witter 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
InterCapital's offices and some outside InterCapital. Management Trustees or
officers do not attend these meetings unless they are invited for purposes of
furnishing information or making a report. The Funds do not have any
nominating or compensation committees.

The Committee of the Independent Trustees is charged with recommending to
the full Board approval of management, advisory and administration contracts,
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; 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 October 31, 1996, the Board of Trustees of the
Trust held 6 meetings, and the Audit Committee, the Committee of the
Independent Trustees and the Derivatives Committee of the Trust held 3, 10
and 3 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

The Chairman of the Committee of the Independent Trustees and Audit
Committee 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
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 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 Dean Witter Funds and as an Independent Trustee and, since
July 1, 1996, as Chairman of the Committee of the Independent Trustees and
the Audit Committee 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.

ADVANTAGES 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 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
Dean Witter 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 Dean Witter Funds complex (and, if applicable, in the TCW/DW 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 June 30, 1997,
the total value of the investments by the Trustees and/or their spouses in
shares of the Dean Witter Funds (and, if applicable, the TCW/DW Funds) was
approximately $ million.

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

COMPENSATION OF INDEPENDENT TRUSTEES

The Trust pays each Independent Trustee an annual fee of $1,000 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 $750 and pays the Chairman of the Committee
of the Independent Trustees an additional annual fee of $1,200). If a Board
meeting and a Committee meeting, or more than one Committee meeting, take
place on a single day, the Trustees are paid a single meeting fee by each
Trust. The Trust also reimburses such Trustees for travel and other
out-of-pocket expenses incurred by them in connection with attending such
meetings. Trustees and officers of the Trust who are or have been employed by
the Investment Adviser or an affiliated company receive no compensation or
expense reimbursement from the Trust.

The following table illustrates the compensation paid to the Trust's
Independent Trustees by the Trust for the fiscal year ended October 31, 1996.

TRUST COMPENSATION

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

Michael Bozic .............. $1,750
Edwin J. Garn .............. 1,800
John R. Haire .............. 3,850
Dr. Manuel H. Johnson....... 1,750
Michael E. Nugent .......... 1,750
John L. Schroeder........... 1,750

The following table illustrates the compensation paid to the Trust's
Independent Trustees for the calendar year ended December 31, 1996 for
services to the 82 Dean Witter Funds and, in the case of Messrs. Haire,
Johnson, Nugent and Schroeder, the 14 TCW/DW Funds that were in operation at
December 31, 1996. With respect to Messrs. Haire, Johnson, Nugent and
Schroeder, the TCW/DW Funds are included solely because of a limited exchange
privilege between those Funds and five Dean Witter Money Market Funds.

CASH COMPENSATION FROM DEAN WITTER FUNDS AND TCW/DW FUNDS

FOR SERVICE AS
CHAIRMAN OF FOR SERVICE AS
COMMITTEES OF CHAIRMAN OF
FOR SERVICE INDEPENDENT COMMITTEES OF TOTAL CASH
AS DIRECTOR OR FOR SERVICE AS DIRECTOR/TRUSTEES INDEPENDENT COMPENSATION
TRUSTEE AND TRUSTEE AND AND AUDIT TRUSTEES AND FOR SERVICES TO
COMMITTEE MEMBER COMMITTEE MEMBER COMMITTEES OF 82 AUDIT 82 DEAN WITTER
OF 82 DEAN WITTER OF 14 TCW/DW DEAN WITTER COMMITTEES OF 14 FUNDS AND 14
NAME OF INDEPENDENT TRUSTEE FUNDS FUNDS FUNDS TCW/DW FUNDS TCW/DW FUNDS
- --------------------------- ----------------- ---------------- ----------------- ---------------- ---------------

Michael Bozic .............. $138,850 -- -- -- $138,850
Edwin J. Garn .............. 140,900 -- -- -- 140,900
John R. Haire .............. 106,400 $64,283 $195,450 $12,187 378,320
Dr. Manuel H. Johnson....... 137,100 66,483 -- -- 203,583
Michael E. Nugent .......... 138,850 64,283 -- -- 203,133
John L. Schroeder........... 137,150 69,083 -- -- 206,233

As of the date of this Proxy Statement, 57 of the Dean Witter Funds,
including the Trust, 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.(1) "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 the
Trust's Independent Trustees by the Trust for the fiscal year ended March 31,
1997 and by the 57 Dean Witter Funds (including the Trust) for the year ended
December 31, 1996, and the estimated retirement benefits for the Trust's
Independent Trustees, to commence upon their retirement, from the Trust as of
March 31, 1997 and from the 57 Dean Witter Funds as of December 31, 1996.

RETIREMENT BENEFITS FROM THE TRUST AND ALL DEAN WITTER FUNDS

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

Michael Bozic ............. 10 50.0% $ 357 $20,147 $ 850 $ 51,325
Edwin J. Garn ............. 10 50.0 595 27,772 850 51,325
John R. Haire ............. 10 50.0 3,419 46,952 1,961 129,550
Dr. Manuel H. Johnson .... 10 50.0 240 10,926 850 51,325
Michael E. Nugent ......... 10 50.0 450 19,217 850 51,325
John L. Schroeder.......... 8 41.7 686 38,700 708 42,771

- ---------
(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. Amount of annual benefits also
varies depending on the Trustee's elections described in Footnote (1)
above.

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

THE INVESTMENT MANAGER AND THE INVESTMENT MANAGEMENT AGREEMENT

InterCapital serves as the investment manager for the Trust pursuant to an
investment management agreement entered into between the Trust and
InterCapital dated May 31, 1997 (the "Management Agreement") which took
effect upon the consummation of the merger of Dean Witter, Discover & Co.
with Morgan Stanley Group Inc. The Management Agreement was approved by the
Board of Trustees of the respective Trust on February 21, 1997 and by the
Trust's Shareholders at a Special Meeting of Shareholders held on May 20,
1997. The Management Agreement supersedes an earlier investment management
agreement between the Trust and InterCapital and is identical in all material
respects, including fees payable by the Trust thereunder, to the earlier
investment management agreement, except for the dates of effectiveness and
termination.

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 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
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 Investment Manager or any
corporate affiliate of the Investment Manager; 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 Investment Manager);
membership dues for industry associations; interest payable on the Trust'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 Trust 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 Trust's operations unless otherwise
explicitly provided in the Management Agreement.

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 weekly
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, 1996, the Trust accrued to the Investment Manager pursuant to the
Management Agreement, total compensation of $2,605,581. The net assets of the
Trust totalled $734,799,115 at October 31, 1996. The administrative services
called for under the Management Agreement are performed by DWSC, a
wholly-owned subsidiary of InterCapital, pursuant to a Services Agreement
between InterCapital and DWSC.

The Management Agreement will continue in effect for an initial term
ending April 30, 1999 and will continue in effect from year to year
thereafter provided such continuance is approved by the vote of a majority,
as defined in the 1940 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 Independent Trustees at a meeting called for the
purpose of voting on such approval.

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 (Common Shares and Preferred Shares voting
together as a single class) 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.

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 of MSDWD.

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 MSDWD and DWR and Director of InterCapital, DWSC and Distributors;
Richard M. DeMartini, President and Chief Operating Officer of Dean Witter
Capital, and Director of DWR, Distributors, InterCapital, DWSC and DWTC;
James F. Higgins, President and Chief Operating Officer of Dean Witter
Financial, 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 Chief Legal Officer of MSDWD, Executive Vice President,
Secretary, General Counsel and Director of 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 Strategic and Administrative Officer of MSDWD and Executive Vice
President, Chief Financial Officer and Director of DWR, Distributors and
InterCapital and DWSC.

The business address of Mr. Purcell, Ms. Edwards and Mr. Schneider is 1585
Broadway, New York, New York; the business address of the Executive Officer
and other Directors 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 to that of the Trust and sets forth the fees
payable to InterCapital by such companies, including the Trust, and their net
assets as of July 31, 1997.

MSDWD has its offices at 1585 Broadway, New York, New York 10036. There
are various lawsuits pending against MSDWD 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 October 31, 1996, the Trust accrued to DWTC,
the Trust's Transfer Agent and an affiliate of the Investment Manager,
transfer agency fees of $187,876.

AFFILIATED BROKERAGE

Because DWR and InterCapital are under the common control of MSDWD, DWR is
an affiliated broker of InterCapital. During the fiscal year ended October
31, 1996, 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,
1997. Its selection is being submitted for ratification or rejection by
shareholders at the meeting. 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 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 BOARD UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS RATIFY THE
SELECTION OF PRICE WATERHOUSE LLP AS THE INDEPENDENT ACCOUNTANTS FOR THE
TRUST.

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

The Trust has been informed by Carol W. Mullett, 1420 Fern Court, Vero
Beach, Florida 32963-4009, a shareholder of record who owned Common
Shares at July 31, 1997 (the "Proponent"), that she intends to submit the
following 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 her proposal:

"I believe it is self-evident that the Trustees could better understand
and represent the interests of the shareholders if they were shareholders
themselves. Yet, according to the last proxy statement, not one of our
Trustees owns a single share of our Trust. In fact, no Trustee has EVER been
a shareholder. You can read below a litany of excuses and explanations
seeking to convince you that we are better off because the Trustees are not
shareholders. They list three major reasons: 1. The Trust's objectives and
policies may not be appropriate for a Trustee. Is it possible that not one of
the Trustees shares our objectives of tax-free income through high quality
securities? 2. If a Trustee invested in our Trust he would have to invest in
every trust in the complex. This objection is simply a smokescreen since my
proposal relates only to our Trust and has nothing to do with any other trust
or fund. 3. In order to address shareholder "expectations" and "concerns" the
Trustees adopted a policy in July 1996 requiring each Trustee to invest a
minimum of $25,000 in OTHER funds. Coincidentally, this policy was adopted
only after a proposal to require the Trustees to join us as shareholders. Are
your "concerns" met because the Trustees have agreed to invest in some other
companies? In fact, they can even meet this requirement by investing in money
market funds. I urge you to vote for this proposal and encourage the Trustees
to join US as shareholders in OUR Trust."

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

RECOMMENDATION OF THE BOARD OF TRUSTEES

A similar proposal (submitted by Edwin S. Mullet) to amend the Trust's
Declaration of Trust was included in the proxy statement relating to last
year's annual meeting. That proposal was included and was defeated by
shareholders. The Trustees determined to oppose the proposal last year. The
Trustees considered whether a share ownership requirement for Trustees such
as that proposed by the Proponents was in the best interests of the Trust and
its shareholders and they concluded that it was not. For the reasons stated
below, the Trustees continue to adhere to this view.

THE SHARE OWNERSHIP POLICY

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 Dean Witter complex, including the Trust (and, if applicable,

in the TCW/DW Funds) on whose boards the Trustee serves. Thus, the Proponent
misstates the policy since it does include the Trust. 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 [Record Date], 1997, the total value of
shares of the Dean Witter Funds (and, if applicable, the TCW/DW Funds) owned
by the Trustees and/or their spouses was approximately $ million.

REASONS FOR OPPOSING SHAREHOLDER PROPOSAL

The share ownership policy requires the Trustees make a significant
investment in the funds in the Dean Witter complex, which includes the Trust,
while allowing the Trustees to select the specific funds that meet their
individual investment needs. As they stated in last year's proxy statement,
the Trustees believe it is not necessary to own shares of this particular
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, because the Trust's objectives and policies
may not be appropriate for a Trustee's individual financial circumstances,
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 Dean Witter 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 given the large number of Funds in the
complex. The Trustees believe that having the same Trustees for each of the
Dean Witter 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 Fund's service providers.

For the reasons stated above 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 each of the Common
Shares and Preferred Shares outstanding and entitled to vote at the Annual
Meeting, each voting as a separate class, 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.

SHAREHOLDER PROPOSALS

Proposals of security holders intended to be presented at the next Annual
Meeting of Shareholders must be received no later than April 29, 1998, for
inclusion in the proxy statement 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 Annual Report, for its fiscal year ended October 31, 1996, and
its most recent Semi-Annual Report succeeding the Annual Report, have been
sent previously to Shareholders and 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).

INTEREST OF CERTAIN PERSONS

MSDWD, InterCapital, DWR, DWSC, and certain of their respective Directors,
Officers, and employees, including persons who are Trustees or Officers of
the Trusts, may be deemed to have an interest in certain of the proposals
described in this Proxy Statement to the extent that certain of such
companies and their affiliates have contractual and other arrangements,
described elsewhere in this Proxy Statement, pursuant to which they are paid
fees by the Trusts, and certain of those individuals are compensated for
performing services relating to the Trusts and may also own shares of MSDWD.
Such companies and persons may thus be deemed to derive benefits from the
approvals by Shareholders of such proposals.

OTHER BUSINESS

The management knows of no other matters which may be presented at the
Meeting. However, if any matters not now known properly come before the
Meeting, it is the intention of the persons named in the enclosed form of
proxy, or their substitutes, 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
BARRY FINK
Secretary

APPENDIX

InterCapital serves as investment manager or investment adviser to the
Trusts and the other investment companies listed below which have similar
investment objectives to that of the Trusts. Set forth below is a chart
showing the net assets of each such investment company as of July 31, 1997
and the investment management or advisory fee rate(s) applicable to such
investment comany.

CURRENT INVESTMENT
MANAGEMENT OR
ADVISORY FEE RATE(S)
NET ASSETS AS A PERCENTAGE
AS OF 07/31/97 OF NET ASSETS
------------------ ----------------------------------

1. DEAN WITTER CALIFORNIA TAX-FREE INCOME FUND* ........ $ 0.55% on assets up to $500
million, scaled down at various
asset levels to 0.45% on assets
over $1.25 billion
2. DEAN WITTER LIMITED TERM MUNICIPAL TRUST*............ 0.50%
3. DEAN WITTER MULTI-STATE MUNICIPAL SERIES TRUST* ..... 0.35%
4. DEAN WITTER NATIONAL MUNICIPAL TRUST*................ 0.35%
5. DEAN WITTER NEW YORK TAX-FREE INCOME FUND* .......... 0.55% on assets up to $500 million
and 0.525% on assets over $500
million
6. DEAN WITTER TAX-EXEMPT SECURITIES TRUST*............. 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 0.35%
TRUST**..............................................
8. INTERCAPITAL CALIFORNIA QUALITY MUNICIPAL 0.35%
SECURITIES**.........................................
9. INTERCAPITAL INSURED CALIFORNIA MUNICIPAL 0.35%
SECURITIES**.........................................
10. INTERCAPITAL INSURED MUNICIPAL BOND TRUST** ........ 0.35%
11. INTERCAPITAL INSURED MUNICIPAL INCOME TRUST** ...... 0.35%
12. INTERCAPITAL INSURED MUNICIPAL SECURITIES** ........ 0.35%
13. INTERCAPITAL INSURED MUNICIPAL TRUST**.............. 0.35%
14. INTERCAPITAL NEW YORK QUALITY MUNICIPAL 0.35%
SECURITIES**........................................
15. INTERCAPITAL QUALITY MUNICIPAL INCOME TRUST** ...... 0.35%
16. INTERCAPITAL QUALITY MUNICIPAL INVESTMENT TRUST** .. 0.35%
17. INTERCAPITAL QUALITY MUNICIPAL SECURITIES** ........ 0.35%
18. MUNICIPAL INCOME TRUST**............................ 0.35% on assets up to $250 million
and 0.25% on assets over $250
million

A-1

CURRENT INVESTMENT
MANAGEMENT OR
ADVISORY FEE RATE(S)
NET ASSETS AS A PERCENTAGE
AS OF 07/31/97 OF NET ASSETS
------------------ ----------------------------------
19. MUNICIPAL INCOME TRUST II**......................... $ 0.40% on assets up to $250 million
and 0.30% on assets over $250
million
20. MUNICIPAL INCOME TRUST III**........................ 0.40% on assets up to $250 million
and 0.30% on assets over $250
million
21. MUNICIPAL INCOME OPPORTUNITIES TRUST**.............. 0.50%
22. MUNICIPAL INCOME OPPORTUNITIES TRUST II** .......... 0.50%
23. MUNICIPAL INCOME OPPORTUNITIES TRUST III** ......... 0.50%
24. MUNICIPAL PREMIUM INCOME TRUST**.................... 0.40%
25. DEAN WITTER SELECT MUNICIPAL REINVESTMENT FUND*** .. 0.50%
26. DEAN WITTER HAWAII MUNICIPAL TRUST* ................ 0.35% (1)

- ------------
* 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, until December 31, 1997, to assume all
operating expenses (except for any 12b-1 and brokerage fees) of Dean
Witter Hawaii Municipal Trust and to waive the compensation provided
for in its investment management agreement with that company.

A-2

INTERCAPITAL QUALITY MUNICIPAL INCOME TRUST
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Robert M. Scanlan, Barry Fink, and Joseph J.
McAlinden, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Special Meeting of Shareholders of
InterCapital Quality Municipal Income Trust on October 24, 1997, at 11:00
a.m., New York City time, and at any adjournment thereof, on the proposals
set forth in the Notice of Meeting dated August , 1997 as follows:

(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE NOMINEES FOR TRUSTEE AND FOR PROPOSAL 2 AND AGAINST PROPOSAL
3 SET FORTH ON THE REVERSE HEREOF AND AS RECOMMENDED BY THE BOARD OF
TRUSTEES.
IMPORTANT--THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.

X PLEASE MARK VOTES AS IN THE EXAMPLE USING COMMON SHARES
BLACK OR BLUE INK

1. Election of three (3) Trustees:
Manuel H. Johnson, Wayne E. Hedien,
John L. Schroeder

FOR WITHHOLD FOR ALL
EXCEPT
[ ] [ ] [ ]

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

2. Ratification of Price Waterhouse
LLP as independent accountants.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

3. Shareholder Proposal
(NOTE: THE TRUSTEES RECOMMEND
A VOTE AGAINST THIS PROPOSAL)

FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Please make sure to sign and date
this Proxy using black or blue ink. Date ---------------

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

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

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

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
[arrow up] PLEASE DETACH AT PERFORATION [arrow up]

INTERCAPITAL QUALITY MUNICIPAL INCOME TRUST
IMPORTANT

PLEASE SEND IN YOUR PROXY.........TODAY!

YOU ARE URGED TO DATE AND SIGN THE ATTACHED PROXY AND RETURN
IT PROMPTLY IN THE ENCLOSED ENVELOPE. THIS WILL HELP SAVE THE
EXPENSE OF FOLLOW-UP LETTERS TO SHAREHOLDERS WHO HAVE NOT
RESPONDED.

INTERCAPITAL QUALITY MUNICIPAL INCOME TRUST
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

X PLEASE MARK VOTES AS IN THE EXAMPLE USING PREFERRED SHARES
BLACK OR BLUE INK

1. Election of three (3) Trustees:
Manuel H. Johnson, Wayne E. Hedien,
John L. Schroeder

FOR WITHHOLD FOR ALL
EXCEPT
[ ] [ ] [ ]

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

2. Ratification of Price Waterhouse
LLP as independent accountants.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

3. Shareholder Proposal
(NOTE: THE TRUSTEES RECOMMEND
A VOTE AGAINST THIS PROPOSAL)

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

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

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

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
[arrow up] PLEASE DETACH AT PERFORATION [arrow up]

INTERCAPITAL QUALITY MUNICIPAL INCOME TRUST

IMPORTANT

PLEASE SEND IN YOUR PROXY.........TODAY!
YOU ARE URGED TO DATE AND SIGN THE ATTACHED PROXY AND RETURN
IT PROMPTLY IN THE ENCLOSED ENVELOPE. THIS WILL HELP SAVE THE
EXPENSE OF FOLLOW-UP LETTERS TO SHAREHOLDERS WHO HAVE NOT
RESPONDED.