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

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           Section 240.14a-12

           TCW/DW Term Trust 2000
- -------------------------------------------------------------------------------
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           LouAnne McInnis
- -------------------------------------------------------------------------------
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                            TCW/DW TERM TRUST 2000 


                   NOTICE OF ANNUAL MEETING OF SHAREHOLDERS 
                         TO BE HELD DECEMBER 18, 1997 


   The Annual Meeting of Shareholders of TCW/DW TERM TRUST 2000 (the 
"Trust"), an unincorporated business trust organized under the laws of the 
Commonwealth of Massachusetts, will be held in Conference Room A, 
Forty-Fourth Floor, Two World Trade Center, New York, New York 10048, on 
December 18, 1997 at 10:00 a.m., New York City time, for the following 
purposes: 


     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 approve or disapprove the 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, 
    1998; 

     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 24, 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 they are entitled to vote in 
favor of the proposal to approve continuance of the Investment Advisory 
Agreement and will vote against any such adjournment those proxies required 
to be voted against that proposal. 

                                                  BARRY FINK, 
                                                   Secretary 


October 31, 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. 



                            TCW/DW TERM TRUST 2000 


                 TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048 
                               PROXY STATEMENT 

                        ANNUAL MEETING OF SHAREHOLDERS 
                              DECEMBER 18, 1997 

   This statement is furnished in connection with the solicitation of proxies 
by the Board of Trustees (the "Board" or "Trustees") of TCW/DW TERM TRUST 
2000 (the "Trust"), for use at the Annual Meeting of Shareholders of the 
Trust (the "Meeting") to be held on December 18, 1997, 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 and 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 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. 


   Holders of shares of the Trust ("Shareholders") as of the close of 
business on October 24, 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 October 24, 1997 there were 48,725,128 shares of beneficial interest of 
the Trust outstanding, all with $0.01 par value. No person was known to own 
as much as 5% of the outstanding shares of the Trust on that date. The 
percentage ownership of shares of the Trust changes from time to time 
depending on purchases and sales by Shareholders and the total number of 
shares outstanding. The first mailing of this Proxy Statement is expected to 
be made on or about October 31, 1997. 


   The cost of soliciting proxies for the Meeting, consisting principally of 
printing and mailing expenses, will be borne by the Trust. The solicitation 
of proxies will be by mail, which may be supplemented by solicitation by 
mail, telephone or otherwise through Trustees, officers of the Trust, 
officers and regular employees of Dean Witter Services Company Inc. ("DWSC" 
or the "Manager") or its parent company, Dean Witter InterCapital Inc. 
("InterCapital"), Dean Witter Trust FSB ("DWT") and/or 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. 

   William F. Doring & Co. and DWT 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 

                                2           

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 William F. Doring & Co., additional 
expenses would include $7.00 per telephone vote transacted, $3.00 per 
outbound telephone contact and costs relating to obtaining Shareholders' 
telephone numbers which would be borne by the Trust. 

                           (1) ELECTION OF TRUSTEES 

   The number of Trustees has been currently 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 year 
2000 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 "1940 
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 have been previously elected by the Shareholders of the Trust. 

   The nominees of the Board of Trustees for election as Trustee are listed 
below. It is the intention of the persons named in the enclosed form of proxy 
to vote the shares represented by them for the election of these nominees: 
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 of no reason why the said nominees would be unable 
or unwilling to accept nomination or election. The election of each Trustee 
requires the approval of a majority of the shares of the Trust represented 
and entitled to a vote at the Meeting. 

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

   The Board of Trustees previously determined that any nominee for election 
as Trustee will stand for election as Trustee in one of the three classes of 
Trustees 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 Class III 
Trustees are standing for election and will serve until the year 2000 Annual 
Meeting or until their successors shall have been elected and qualified. 

   The following information regarding each of the nominees for election as 
Trustee and each of the other members of the Board includes his principal 
occupations and employment for at least the last five years, his age, shares 
of the Trust owned, if any, as of October 24, 1997 (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, 

                                3           

Inc. serves as investment adviser (the "Investment Adviser" or the 
"Adviser"), and InterCapital's wholly-owned subsidiary, DWSC, serves as 
manager (referred to herein as the "TCW/DW Funds"), and the 85 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 July, 1993; age 65; 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, 
The Rose Hills Memorial Foundation (charitable foundation); advisory 
director, LAACO Ltd. (owner and operator of private clubs and real estate); 
director or trustee of various business and not-for-profit corporations; 
Director, Coast Savings Financial Inc. and Coast Federal Bank (a subsidiary 
of Coast Savings Financial Inc.); Director, TCW Galileo Funds, Inc.; Trustee 
of the TCW/DW Funds. 

   CHARLES A. FIUMEFREDDO,* Trustee since June, 1993; age 64; Chairman, Chief 
Executive Officer and Director of InterCapital, DWSC and Dean Witter 
Distributors, Inc. ("Distributors"); Executive Vice President and Director of 
DWR; Chairman, Director or Trustee, President and Chief Executive Officer of 
the Dean Witter Funds; Chairman, Chief Executive Officer and Trustee of the 
TCW/DW Funds; Chairman and Director of DWT; Director and/or officer of 
various Morgan Stanley, Dean Witter, Discover & Co. ("MSDWD") subsidiaries; 
formerly Executive Vice President and Director of Dean Witter, Discover & Co. 
("DWDC")(until February, 1993); 

   MICHAEL E. NUGENT, Trustee since July, 1993; age 61; General Partner, 
Triumph Capital, L.P., 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 June, 1993; age 45; President and 
Chief Operating Officer of Dean Witter Capital, a division of DWR; Executive 
Vice President of DWSC, Distributors, InterCapital and DWR; Trustee of the 
TCW/DW Funds; formerly Vice Chairman of the Board of the National Association 
of Securities Dealers, Inc.; formerly Chairman of the Board of Directors of 
the NASDAQ Market, Inc.; formerly President and Chief Operating Officer of 
the Consumer Banking Division of DWDC. 

   JOHN R. HAIRE, Trustee since July, 1993; 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; Trustee and 
Chairman of the Audit Committee and Chairman of the Committee of 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 July, 1993; 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); Director of Greenwich 
Capital Markets, Inc. (broker-dealer); Trustee of the Financial Accounting 
Foundation (oversight organization for the Financial Accounting 

                                4           

Standards Board); 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 July, 1993; age 58; 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 67; 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). 

   MARC I. STERN,* Trustee since April, 1995; age 53; Vice President of the 
Trust; President and Director, The TCW Group Inc.; President and Director of 
the Adviser; Vice Chairman and Director of TCW Asset Management Company; 
Executive Vice President and Director of Trust Company of the West; Chairman 
and Director of the 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 Americas Development, Inc.; Chairman 
of TCW London International, Limited (since March, 1993); formerly President 
of SunAmerica, Inc. (financial services company) (1988-1990); Director of 
Qualcomm, Incorporated (wireless communications); Director or Trustee of 
various not-for-profit organizations. 

   The executive officers of the Trust are: Barry Fink, Vice President, 
Secretary and General Counsel; Robert M. Scanlan, Vice President; Mitchell M. 
Merin, 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, Lou Anne D. McInnis, Carsten Otto, Ruth Rossi, Frank Bruttomesso and 
Todd Lebo, serve as Assistant Secretaries. Mr. Fink is 42 years old and is 
currently Senior Vice President (since March, 1997), Secretary and General 
Counsel (since February, 1997) of InterCapital and DWSC and Assistant 
Secretary of DWR (since August, 1996); he is also Senior Vice President 
(since March, 1997), Assistant Secretary and Assistant General Counsel (since 
February, 1997) of Distributors. He was previously First Vice President, 
Assistant Secretary and Assistant General Counsel of InterCapital. He has 
been an employee of InterCapital or DWR, a broker-dealer affiliate of 
InterCapital, for over five years. 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 DWT. He was previously Executive 
Vice President of InterCapital (November, 1990-March, 1993). Mr. Merin is 44 
years old and is currently President and Chief Strategic Officer of 
InterCapital and DWSC, Executive Vice President of Distributors and DWT and 
Director of DWT, Executive Vice President, Chief Administrative Officer and 
Director of DWR and Director of SPS Transaction Services, Inc. and various 
other MSDWD subsidiaries. Mr. Giambrone is 43 years old and is currently 
Senior Vice President of InterCapital, DWSC, Distributors and DWT (since 
August, 1995) and a Director of DWT (since April, 1996). He was formerly a 
partner of KPMG Peat Marwick, LLP. Mr. Barach is 45 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 37 years 
old and is currently a Managing Director of Trust Company of the West, TCW 

- ------------ 
* 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 1940 Act, due to their affiliation with the Investment 
Adviser or Manager and/or their affiliated companies. 
                                5           

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 39 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 51 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 currently 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, 1997, the TCW/DW Funds had total net assets of approximately 
$4.6 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 MSDWD 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. 

                                6           

   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, 1997, the Board of Trustees of the 
Trust held five meetings, and the Audit Committee, the Committee of the 
Independent Trustees and the Derivatives Committee of the Trust held one, 
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. 

                                7           

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, 
1997, 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 $4.6 million. 


   As of October 24, 1997, 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). 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 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, 
1997. 

                              TRUST COMPENSATION 




                                AGGREGATE 
                              COMPENSATION 
NAME OF INDEPENDENT TRUSTEE  FROM THE TRUST 
- ---------------------------  -------------- 
                          
John C. Argue...............     $5,025 
John R. Haire...............      7,375 
Dr. Manuel H. Johnson.......      5,225 
Michael E. Nugent...........      5,425 
John L. Schroeder...........      5,425 



   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 14 TCW/DW Funds and, in the case of Messrs. Haire, Johnson, 
Nugent and Schroeder, the 82 Dean Witter Funds that were in operation at 
December 31, 1996, 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, 

                                8           

Inc. is included solely because the Trust's Adviser, TCW Funds Management, 
Inc., also serves as Adviser to that investment company. 

                      CASH COMPENSATION FROM FUND GROUPS 



                                                                                         FOR SERVICE AS 
                                                                         FOR SERVICES AS  CHAIRMAN OF 
                                                                           CHAIRMAN OF   COMMITTEES OF 
                                                                          COMMITTEES OF   INDEPENDENT       TOTAL CASH 
                                                                           INDEPENDENT     DIRECTORS/      COMPENSATION 
                                           FOR SERVICE                      TRUSTEES        TRUSTEES      FOR SERVICES TO 
                        FOR SERVICE AS   AS DIRECTOR OR                     AND AUDIT      AND AUDIT      82 DEAN WITTER 
                         TRUSTEE AND       TRUSTEE AND    FOR SERVICE AS   COMMITTEES      COMMITTEES        FUNDS, 14 
                       COMMITTEE MEMBER COMMITTEE MEMBER   DIRECTOR OF        OF 14          OF 82         TCW/DW FUNDS 
  NAME OF INDEPENDENT    OF 14 TCW/DW   OF 82 DEAN WITTER  TCW GALILEO       TCW/DW       DEAN WITTER         AND TCW 
       TRUSTEE              FUNDS             FUNDS        FUNDS, INC.        FUNDS          FUNDS      GALILEO FUNDS, INC. 
- -------------------------------------- ----------------- -------------- --------------- -------------- ------------------- 
                                                                                     
John C. Argue.........     $66,483             --            $39,000            --             --            $105,483 
John R. Haire.........      64,283          $106,400            --           $12,187        $195,450          378,320 
Dr. Manuel H. Johnson.      66,483           137,100            --              --             --             203,583 
Michael E. Nugent.....      64,283           138,850            --              --             --             203,133 
John L. Schroeder.....      69,083           137,150            --              --             --             206,233 


   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.(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. 
- ------------ 
(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. 

                                9           

   The following table illustrates the retirement benefits accrued to Messrs. 
Haire, Johnson, Nugent and Schroeder by the 57 Dean Witter Funds for the year 
ended December 31, 1996, and the estimated retirement benefits for Messrs. 
Haire, Johnson, Nugent and Schroeder, to commence upon their retirement, from 
the 57 Dean Witter Funds as of December 31, 1996. 

                RETIREMENT BENEFITS FROM ALL DEAN WITTER FUNDS 



                                                                                         ESTIMATED 
                                                                       RETIREMENT     ANNUAL BENEFITS 
                                   ESTIMATED           ESTIMATED    BENEFITS ACCRUED  UPON RETIREMENT 
                               CREDITED YEARS OF     PERCENTAGE OF     AS EXPENSES       FROM ALL 
                             SERVICE AT RETIREMENT     ELIGIBLE          BY ALL          ADOPTING 
NAME OF INDEPENDENT TRUSTEE       (MAXIMUM 10)       COMPENSATION    ADOPTING FUNDS      FUNDS(2) 
- ---------------------------  --------------------- ---------------  ---------------- --------------- 
                                                                         
John R. Haire ..............           10                50.0%           $46,952         $129,550 
Dr. Manuel H. Johnson  .....           10                50.0             10,926           51,325 
Michael E. Nugent ..........           10                50.0             19,217           51,325 
John L. Schroeder...........            8                41.7             38,700           42,771 


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

        (2) APPROVAL OR DISAPPROVAL OF CURRENTLY EFFECTIVE INVESTMENT 
                              ADVISORY 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 22, 1993 (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 
July 21, 1993, and was approved by InterCapital, the then sole shareholder of 
the Trust, on November 19, 1993. The Trust's Shareholders last approved the 
continuance of the Advisory Agreement at their Annual Meeting of Shareholders 
on December 27, 1996. 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 1940 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 INDEPENDENT TRUSTEES UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS 
APPROVE THE ADVISORY AGREEMENT. 

                               10           

THE ADVISORY AGREEMENT 

   The Advisory Agreement provides that the Investment Adviser shall 
continously 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, 1995 and 
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 1940 Act) at a meeting called for the purpose of voting on 
such approval. The Advisory Agreement's most recent continuation until April 
30, 1998 was approved by the Trustees, including a majority of Independent 
Trustees, at a meeting held on April 24, 1997, 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 (as defined in the 1940 Act). 

                               11           

   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 0.24% to the Trust's 
average weekly net assets. Pursuant to the Advisory Agreement, the Trust 
accrued to the Investment Adviser total compensation of $1,112,158 during the 
fiscal year ended September 30, 1997. The net assets of the Trust totalled 
$466,424,135 at September 30, 1997. 

INVESTMENT ADVISER 


   TCW Funds Management, Inc. (the "Investment Adviser") is the Trust's 
investment adviser. The Investment Adviser, a California corporation, is a 
wholly-owned subsidiary of The TCW Group, Inc. (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, 1997, the Investment Adviser and its 
affiliates had approximately $50 billion under management or committed to 
management. The Investment Adviser is headquartered at 865 South Figueroa 
Street, Suite 1800, Los Angeles, California 90017. 


   The Principal Executive Officers and Directors of the Investment Adviser, 
and their principal occupations, 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 24, 1997. 

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 MSDWD, a preeminent global 
financial services firm that maintains leading market positions in each of 
its three primary businesses--securities, asset management and credit 
services. 

   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 0.36% to the Trust's weekly net assets. For the fiscal year 
ended September 30, 1997, the Trust accrued to DWSC, pursuant to a Management 
Agreement, total compensation of $1,668,236. 

   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 

                               12           

Officer of Dean Witter Capital, and Director of DWR, Distributors, 
InterCapital, DWSC and DWT; James F. Higgins, President and Chief Operating 
Officer of Dean Witter Financial, and Director of DWR, Distributors, 
InterCapital, DWSC and DWT; Charles A. Fiumefreddo, Executive Vice President 
and Director of DWR and Chairman of the Board of Directors and Chief 
Executive Officer of InterCapital, DWSC and Distributors and Chairman of the 
Board of Directors and Director of DWT; Christine A. Edwards, Executive Vice 
President, Chief Legal Officer and Secretary 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, InterCapital and DWSC. 

   The business address of Mr. Purcell, Ms. Edwards and Mr. Schneider is 1585 
Broadway, New York, New York 10036; the business address of the Executive 
Officer and other Directors 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. 

   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 September 30, 1997, the Trust accrued to DWT, 
the Trust's Transfer Agent and an affiliate of the Manager, transfer agency 
fees of $182,754. 

  (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, 
1998. 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 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 LLP AS THE INDEPENDENT ACCOUNTANTS FOR THE 
TRUST. 

        (4) SHAREHOLDER PROPOSAL TO AMEND THE DECLARATION OF TRUST OF 
         TCW/DW TERM TRUST 2000 TO REQUIRE THAT EACH TRUSTEE, WITHIN 
          THIRTY DAYS OF ELECTION, BECOME A SHAREHOLDER OF THE TRUST 


   The Trust has been informed by Edwin S. Mullett, 230 East Shore Drive, 
Lake Toxaway, NC 28747, a shareholder of record who owned approximately 2,189 
shares at October 24, 1997 (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 better understand and represent 
    the interests of the shareholders if they were shareholders themselves. 
    Yet, according to the last proxy statement, not one of 


                               13           

    our Trustees owns a single share of our Trust. In fact, no Trustee has 
    EVER been a shareholder. You can read below the Trustees' explanations 
    seeking to convince you that we are better off because they are not 
    shareholders. Let's look at their reasons: 

     1. "The Trust's objectives and policies may not be appropriate for a 
    Trustee"--apparently none of the Trustees share our objectives. Wouldn't 
    you prefer to have Trustees who seek our objectives? 

     2. "The Trustees believe that any policy requiring Trustees to own shares 
    in a specific Fund . . . could logically be extended to all the Funds." 
    This excuse is nothing but a smokescreen since my proposal concerns only 
    our Trust and has no application to any other fund. 


     3. In order to "address shareholder concerns" the Trustees adopted a 
    policy requiring them to invest $25,000 in OTHER funds. (Incidentally, 
    this policy was adopted only after my proposal). Are your "concerns" and 
    "expectations" met because the Trustees have agreed to invest in some 
    other funds? Do you know they can even meet this requirement with money 
    market funds? 


     I hope you will 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 


   The Proponent has twice requested that a similar proposal be included in 
the proxy statement relating to the two previous annual meetings. Each 
proposal was included and was defeated by shareholders. The Trustees 
determined to oppose the proposal each year. The Trustees considered whether 
a share ownership requirement for Trustees such as that proposed by the 
Proponent was in the best interests of the Trust and its shareholders and 
they concluded that it was not. Once again, the reasons for the Trustees 
decision to oppose the Shareholder Proposal are reiterated below. 


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 TCW/DW complex, including the Trust (and, if applicable, in the Dean 
Witter 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 October 24, 1997, 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 $4.6 million. 


REASONS FOR OPPOSING THE SHAREHOLDER PROPOSAL 


   The share ownership policy requires that the Trustees make a significant 
investment in the funds in the TCW/DW 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. 


                               14           

   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 Trustees 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 
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 the shares 
outstanding and entitled to vote at the Meeting is required for the approval 
of the Shareholder Proposal. 

                            ADDITIONAL INFORMATION 

   In the event that the necessary quorum to transact business or the vote 
required to approve or reject any proposal is not obtained at the Meeting, 
the persons named as proxies may propose one or more adjournments of the 
Meeting for a total of not more than 60 days in the aggregate to permit 
further solicitation of proxies. Any such adjournment will require the 
affirmative vote of the holders of a majority of the Trust's shares present 
in person or by proxy at the Meeting. The persons named as proxies will vote 
in favor of such adjournment those proxies which they are entitled to vote in 
favor of Proposal 2 and will vote against any such adjournment those proxies 
required to be voted against that proposal. 

   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 actions have been filed in the Superior Court for the 
State of California, County of Orange, against some of the Trust's Trustees 
and officers, one of its underwriters, the lead representative of its 
underwriters, the Adviser, the Manager and other defendants--but not against 
the Trust--by certain shareholders of the Trust and other trusts for which 
the defendants act in similar capacities. These plaintiffs generally allege 
violations of state statutory and common law in connection with the marketing 
of the Trust to customers of one of the underwriters. Damages, including 
punitive damages, are sought in an unspecified amount. On or about October 
20, 1995, the plaintiffs filed an amended complaint consolidating these four 
actions. The defendants thereafter filed answers and affirmative defenses to 
the consolidated amended complaint. The defendants' answers deny all of the 
material allegations of the plaintiffs' complaint. In 1996, the plaintiffs 
voluntarily dismissed, without prejudice, their claims against two defendants 
who were independent Trustees of the Trusts. In March 1997, all of the 
remaining defendants in the litigation filed motions for judgment on the 
pleadings, seeking dismissal of all of the claims asserted against them. The 
defendants' motions were fully briefed by all parties and were the subject of 
a hearing before the Court on April 18, 1997. In July, 

                               15           

1997, the Court denied the motion for judgment on the pleadings. 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 3, 1998 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. 


                         INTEREST OF CERTAIN PERSONS 

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

                           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 FSB, 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 
                                                 BARRY FINK 
                                                     Secretary 

                               16           

                                                                      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 24, 1997. 




                                              ANNUAL 
                                            MANAGEMENT 
                                          FEE AS PERCENT 
                          NET ASSETS ON     OF AVERAGE 
NAMES                   OCTOBER 24, 1997    NET ASSETS 
- ----------------------  ---------------- -------------- 
                                   
TCW/DW Term Trust 
 2003..................   $947,850,740          (1) 
TCW/DW Term Trust 
 2002..................   $432,619,727          (1) 
TCW/DW Term Trust 
 2000..................   $468,125,122          (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 2000 

                                    PROXY 

          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES 

The undersigned hereby appoints Robert M. Scanlan, Barry Fink, and Robert S. 
Giambrone, or any of them, proxies, each with the power of substitution, to 
vote on behalf of the undersigned at the Annual Meeting of Shareholders of 
TCW/DW Term Trust 2000 on December 18, 1997, at 10:00 a.m., New York City time,
and at any adjournment thereof, on the proposals set forth in the Notice of 
Meeting dated October 31, 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 PROPOSALS 2 AND 3 AND AGAINST 
PROPOSAL 4 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 
     BLACK OR BLUE INK 

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

   John C. Argue,    Charles A. Fiumefreddo,    Michael E. Nugent 

   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. Approval of the continuance of the     FOR    AGAINST    ABSTAIN 
   Investment Advisory Agreement          [ ]      [ ]        [ ]   
   with TCW Funds Management, Inc.                                  

3. Ratification of appointment of Price   FOR    AGAINST    ABSTAIN 
   Waterhouse LLP as independent          [ ]      [ ]        [ ]    
   accountants.                                                      


4. Shareholder proposal                   FOR    AGAINST    ABSTAIN 
   (NOTE: THE TRUSTEES RECOMMEND          [ ]      [ ]        [ ]   
   A VOTE AGAINST THIS PROPOSAL)                                      



                                           Date 
                                                --------------------

Please make sure to sign and date this Proxy using black or blue ink. 
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|                                                                    |
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                      Shareholder sign in the box above 

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

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PRX 00030                PLEASE DETACH AT PERFORATION


                            TCW/DW TERM TRUST 2000 

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                                  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. 
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