Dean Witter Select Government Trust GNMA Portfolio Series 17 – ‘485BPOS’ on 8/1/96

As of:  Thursday, 8/1/96   ·   Effective:  8/1/96   ·   Accession #:  840581-96-130   ·   File #:  33-26230

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Document/Exhibit                   Description                      Pages   Size 

 1: 485BPOS     S-6/A                                                 70    254K 
 3: EX-23       Consents of Experts and Counsel                        4     12K 
 4: EX-27       Financial Data Schedule (Pre-XBRL)                     2      9K 
 2: EX-99       Exhibit Index                                          1      4K 

485BPOS   —   S-6/A
Document Table of Contents

485BPOS
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                      GNMA Portfolio Series 17
                             File No. 33-26230
           Investment Company Act No. 811-3718

SECURITIES AND EXCHANGE COMMISSION                  
WASHINGTON, D.C.  20549                 

POST-EFFECTIVE AMENDMENT NO. 3                  
TO FORM S-6                 

For Registration Under the Securities Act of 1933 of Securities                 
of Unit Investment Trusts Registered on Form N-8B-2                             

A.   Exact name of Trust:                                             

DEAN WITTER SELECT GOVERNMENT TRUST                         
GNMA PORTFOLIO SERIES 17                                    

B.   Name of Depositor:                                               

DEAN WITTER REYNOLDS INC.                                   

C.   Complete address of Depositor's principal executive              
office:                                                     

DEAN WITTER REYNOLDS INC.                                   
Two World Trade Center                                      
New York, New York  10048                                   

D.   Name and complete address of agent for service:                  

Mr. Michael D. Browne                                       
Dean Witter Reynolds Inc.                                   
Unit Trust Department                                       
Two World Trade Center, 59th Floor                          
New York, New York  10048                                   

Copy to:                                                    

Kenneth W. Orce, Esq.                                       
Cahill Gordon & Reindel                                     
80 Pine Street                                              
New York, New York  10005                                   

The Registrant has registered an indefinite number of       
Units of Beneficial Interest pursuant to Rule 24f-2         
promulgated under the Investment Company Act of 1940,       
as amended.  On February 28, 1996, the Registrant           
filed the Rule 24f-2 Notice for its most recent             
fiscal year.                                                

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Check box if it is proposed that this filing should     
/x/   become effective immediately upon filing pursuant to          
paragraph(b) of Rule 485.                               

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DEAN WITTER SELECT GOVERNMENT TRUST     
GNMA PORTFOLIO SERIES 17      

Cross Reference Sheet     

Pursuant to Rule 404(c) of Regulation C     
under the Securities Act of 1933      

(Form N-8B-2 Items required by Instruction 1      
as to Prospectus on Form S-6)     

Form N-8B-2                                     Form S-6                        
Item Number                                     Heading in Prospectus           

I.  Organization and General Information                            

1.    a.    Name of Trust                    ) Front Cover                      
b.    Title of securities issued       )                            

2.    Name and address of Depositor          ) Table of Contents                

3.    Name and address of Trustee            ) Table of Contents                

4.    Name and address of principal          ) Table of Contents                
Underwriter                            )                            

5.    Organization of Trust                  ) Introduction                     

6.    Execution and termination of           ) Introduction; Admini-            
Trust Agreement                        ) stration of the Trust      
                          ) -- Termination

7.    Changes of name                        ) <F30>                            

8.    Fiscal Year                            ) Included in Form N-8B-2          

9.    Litigation                             ) <F30>                            

II.  General Description of the Trust                               
and Securities of the Trust                               

10.   General Information regarding          )                                  
Trust's Securities and Rights          )                            
of Holders                             )                            

a.    Type of Securities               ) Rights of Unit Holders     
____________________                                                            

<F30>   Not applicable, answer negative or not required.                        

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Form N-8B-2                                     Form S-6                        
Item Number                                     Heading in Prospectus           

(Registered or Bearer)           ) -- Unit Holders      

b.    Type of Securities               ) Administration of the      
(Cumulative or                   ) Trust-Distribution   
Distributive)                    ) from the Interest,   
                                 ) Principal and Capital
                          ) Gains Accounts

c.    Rights of Holders as to          ) Rights of Unit Holders --  
    Withdrawal or Redemption         ) Unit Holders; Redemption;
                                     ) Public Offering of Units-
                             ) Secondary Market;
                           ) Exchange Option

d.    Rights of Holders as to          ) Public Offering of Units-  
conversion, transfer, etc.       ) Secondary Market;    
                            ) Exchange Option;
                                 ) Redemption; Rights of
                                     ) Unit Holders-Unit Holders

e.    Lapses or defaults with          ) <F30>                      
respect to periodic payment )                           
plan certificates                )                      

f.    Voting rights as to              ) Rights of Unit Holders-    
Securities under the             ) Certain Limitations; 
Indenture                        ) Administration of the
                                  ) Trust -- Amendment; --
                       ) Termination

g.    Notice to Holders as to          )                            
change in:                       )                      

1.    Assets of Trust            ) Administration of the
                           ) Trust-Portfolio
                            ) Supervision; The
                                     ) Trust-Summary Description
                            ) of the Portfolio

2.    Terms and Conditions       ) Administration of the
   of Trust's Securities      ) Trust -- Amendment

3.    Provisions of Trust        ) Administration of the
                              ) Trust -- Amendment

   4.    Identity of Depositor      ) Resignation, Removal and
____________________                                                            

<F30>   Not applicable, answer negative or not required.                        

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Form N-8B-2                                     Form S-6                        
Item Number                                     Heading in Prospectus           

       and Trustee                ) Liability -- Regarding
                        ) the Trustee;
                                    ) -- Regarding the Sponsor

h.    Security Holders consent         )                            
required to change:              )                      

1.    Composition of assets      ) Administration of the
   of Trust                   ) Trust -- Amendment

2.    Terms and conditions       ) Administration of the
   of Trust's Securities      ) Trust -- Amendment

3.    Provisions of              ) Administration of the
   Indenture                  ) Trust -- Amendment

4.    Identity of Depositor      ) <F30>                
and Trustee                )                

11.   Type of securities comprising          ) The Trust-Summary                
units                                  ) Description of the         
                                     ) Portfolio; Objectives and
                                 ) Securities Selection;
                                     ) -- Special Considerations

12.   Type of securities comprising          ) <F30>                            
periodic payment certificates          )                            

13.   a.    Load, fees, expenses, etc.       ) Public Offering of Units-        
                           ) Public Offering
                                   ) Price;-Volume Discount;
                                     ) Exchange Option; Expenses
                       ) and Charges

b.    Certain information              ) <F30>                      
regarding periodic payment       )                      
certificates                     )                      

c.    Certain percentages              ) Public Offering of Units-  
                                  ) Public Offering Price;
                               ) -Profit of Sponsor;
                             ) -Volume Discount;
                           ) Exchange Option

d.    Certain other fees, etc.         ) Rights of Unit Holders -   
payable by holders               ) Unit Holders         
____________________                                                            

<F30>   Not applicable, answer negative or not required.                        

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Form N-8B-2                                     Form S-6                        
Item Number                                     Heading in Prospectus           

e.    Certain profits receivable       ) Public Offering of Units   
by depositor, principal          ) -- Profit of Sponsor 
underwriters, trustee or         )                      
affiliated persons               )                      

f.    Ratio of annual charges          ) <F30>                      
to income                        )                      

14.   Issuance of trust's securities         ) Introduction                     

15.   Receipt and handling of                ) Public Offering of Units-        
payments from purchasers               ) Profit of Sponsor          

16.   Acquisition and disposition            ) Introduction; Admini-            
of underlying securities               ) stration of the Trust --   
                                  ) Portfolio Supervision;
                                   ) The Trust -- Objectives
                                     ) and Securities Selection;
                                     ) -- Summary Description of
                         ) the Portfolio

17.   Withdrawal or redemption               ) Redemption; Public Offer-        
                                  ) ing of Units-Secondary
                                    ) Market; Exchange Option;
                                  ) Rights of Unit Holders

18.   a.    Receipt and disposition          ) Administration of the            
of income                        ) Trust                

b.    Reinvestment of                  ) Reinvestment Programs      
distributions                    )                      

c.    Reserves or special fund         ) Administration of the      
                                    ) Trust-Distributions from
                                   ) the Interest, Principal
                             ) and Capital Gains
                    ) Accounts

d.    Schedule of distribution         ) <F30>                      

19.   Records, accounts and report           ) Administration of the            
                               ) Trust; Resignation,
                                 ) Removal and Liability

20.   Certain miscellaneous                  ) Administration of the            
provisions of the trust                ) Trust -- Amendment;        
____________________                                                            

<F30>   Not applicable, answer negative or not required.                        

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Form N-8B-2                                     Form S-6                        
Item Number                                     Heading in Prospectus           

agreement                              ) -- Termination;            
                                    ) Resignation, Removal and
                                  ) Liability -- Regarding
                                     ) the Trustee; -- Regarding
                       ) the Sponsor

21.   Loans to security holders              ) <F30>                            

22.   Limitations on liability               ) Resignation, Removal and         
                     ) Liability

23.   Bonding arrangements                   ) Included on Form N-8B-2          

24.   Other material provisions of           ) <F30>                            
trust agreement                        )                            

III.  Organization Personnel and                                    
Affiliated Persons of Depositor                       

25.   Organization of Depositor              ) Miscellaneous -- Sponsor         

26.   Fees received by Depositor             ) Public Offering of Units-        
                             ) Profit of Sponsor

27.   Business of Depositor                  ) Miscellaneous -- Sponsor;        
                                ) and included in Form
                   )  N-8B-2

28.   Certain information as to              ) <F30>                            
officials and affiliated               )                            
persons of Depositor                   )                            

29.   Voting securities of Depositor         ) Included in Form N-8B-2          

30.   Persons controlling Depositor          ) <F30>                            

31.   Payments by Depositor for              ) <F30>                            
certain other services                 )                            

32.   Payments by Depositor for              ) <F30>                            
certain other services                 )                            
rendered to trust                      )                            

33.   Remuneration of employees of           ) <F30>                            
Depositor for certain services         )                            
rendered to trust                      )                            
____________________                                                            

<F30>   Not applicable, answer negative or not required.                        

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Form N-8B-2                                     Form S-6                        
Item Number                                     Heading in Prospectus           

34.   Remuneration of other                  ) <F30>                            
persons for certain services           )                            
rendered to trust                      )                            

IV.  Distribution and Redemption of Securities                      

35.   Distribution of trust's                ) Public Offering of Units-        
securities by states                   ) Public Distribution        

36.   Suspension of sales of                 ) <F30>                            
trust's securities                     )                            

37.   Revocation of authority to             ) <F30>                            
distribute                             )                            

38.   a.    Method of distribution           ) Public Offering of Units         
b.    Underwriting agreements          )                            
c.    Selling agreements               )                            

39.   a.    Organization of principal        ) Miscellaneous -- Sponsor         
underwriter                      )                      
b.    N.A.S.D. membership of           )                            
principal underwriter            )                      

40.   Certain fees received by               ) Public Offering of Units-        
principal underwriter                  ) Profit of Sponsor          

41.   a.    Business of principal            ) Miscellaneous -- Sponsor         
underwriter                      )                      

b.    Branch officers of principal)       <F30>                     
underwriter                      )                      

c.    Salesman of principal            ) <F30>                      
underwriter                      )                      

42.   Ownership of trust's securities        ) <F30>                            
by certain persons                     )                            

43.   Certain brokerage commissions          ) <F30>                            
received by principal underwriter)                                  

44.   a.    Method of valuation              ) Public Offering of Units         
                                     ) -- Public Offering Price;
                               ) -- Secondary Market

____________________                                                            

<F30>   Not applicable, answer negative or not required.                        

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Form N-8B-2                                     Form S-6                        
Item Number                                     Heading in Prospectus           

b.    Schedule as to offering          ) <F30>                      
price                            )                      

c.    Variation in offering            ) Public Offering of Units-  
price to certain persons         ) -Volume Discount;    
                           ) Exchange Option

45.   Suspension of redemption rights        ) <F30>                            

46.   a.    Redemption valuation             ) Public Offering of Units-        
                             ) Secondary Market;
                                  ) Redemption -- Right of
                          ) Redemption; --
                                     ) Computation of Redemption
                 ) Value

b.    Schedule as to redemption        ) <F30>                      
price                            )                      

47.   Maintenance of position in             ) See items 10(d), 44 and          
underlying securities                  ) 46                         

V.  Information concerning the Trustee or Custodian                 

48.   Organization and regulation            ) Miscellaneous -- Trustee         
of Trustee                             )                            

49.   Fees and expenses of Trustee           ) The Trust -- Estimated           
                                     ) Annual Income and Current
                                ) Return; Expenses and
                   ) Charges

50.   Trustee's lien                         ) Expenses and Charges             

VI.  Information concerning Insurance                               
of Holders of Securities                                

51.   a.    Name and address of              ) <F30>                            
Insurance Company                )                      

b.    Type of policies                 ) <F30>                      

c.    Type of risks insured and        ) <F30>                      
excluded                         )                      

____________________                                                            

<F30>   Not applicable, answer negative or not required.                        

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Form N-8B-2                                     Form S-6                        
Item Number                                     Heading in Prospectus           

d.    Coverage of policies             ) <F30>                      

e.    Beneficiaries of policies        ) <F30>                      

f.    Terms and manner of              ) <F30>                      
cancellation                     )                      

g.    Method of determining            ) <F30>                      
premiums                         )                      

h.    Amount of aggregate              ) <F30>                      
premiums paid                    )                      

i.    Who receives any part of         ) <F30>                      
premiums                         )                      

j.    Other material provisions        ) <F30>                      
of the Trust relating to         )                      
insurance                        )                      

VII.  Policy of Registrant                                          

52.   a.    Method of selecting and          ) Administration of the            
eliminating securities           ) Trust -- Portfolio   
    from the Trust                   ) Supervision; The Trust --
                                     ) Objectives and Securities
                                 ) Selection; -- Summary
                              ) Description of the
                     ) Portfolio

b.    Elimination of securities        ) <F30>                      
from the Trust                   )                      

c.    Policy of Trust regarding        ) Administration of the      
substitution and                 ) Trust -- Portfolio   
    elimination of securities        ) Supervision; The Trust --
                                     ) Objectives and Securities
                                 ) Selection; -- Summary
                              ) Description of the
                     ) Portfolio

d.    Description of any               ) Administration of the      
fundamental policy of the        ) Trust -- Portfolio   
    Trust                            ) Supervision; The Trust --
                                     ) Objectives and Securities
                                 ) Selection; -- Summary
____________________                                                            

<F30>   Not applicable, answer negative or not required.                        

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Form N-8B-2                                     Form S-6                        
Item Number                                     Heading in Prospectus           

                              ) Description of the
                     ) Portfolio

53.   a.    Taxable status of the            ) Federal Taxation                 
Trust                            )                      

b.    Qualification of the             ) <F30>                      
Trust as regulated               )                      
investment company               )                      

VIII.  Financial and Statistical Information                        

54.   Information regarding the              ) <F30>                            
Trust's past ten fiscal years          )                            

55.   Certain information regarding          ) <F30>                            
periodic payment plan                  )                            
certificates                           )                            

56.   Certain information regarding          ) <F30>                            
periodic payment plan                  )                            
certificates                           )                            

57.   Certain information regarding          ) <F30>                            
periodic payment plan                  )                            
certificates                           )                            

58.   Certain information regarding          ) <F30>                            
periodic payment plan                  )                            
certificates                           )                            

59.   Financial statements                   ) Statement of Financial           
(Instruction 1(c) to Form S-6)         ) Condition; Statement of    
                                    ) Operations; Statement of
                                 ) Changes in Net Assets

____________________                                                            

<F30>   Not applicable, answer negative or not required.                        

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LOGO                                                                            

Dean Witter Select                                                              
Government Trust                                                                

GNMA PORTFOLIO SERIES 17                                                        

Standard & Poor's Corporation Rating:  AAA                                      

(A Unit Investment Trust)                                                       

The objectives of the Trust are to provide safety of capital                    
and current monthly distributions through investment in a                       
portfolio consisting of taxable mortgage-backed securities of                   
the modified pass-through type ("Ginnie Maes"), fully                           
guaranteed as to principal and interest by the Government                       
National Mortgage Association ("GNMA").  The full faith and                     
credit of the United States is pledged to the payment of the                    
Securities in the Trust.  The value of the Units of the Trust                   
will fluctuate with the value of the portfolio of underlying                    
Securities.  Minimum Purchase:  $1,000.                                         

The Initial Public Offering of Units in the Trust has been                      
completed.  The Units offered hereby are issued and outstanding                 
Units which have been acquired by the Sponsor either by                         
purchase from the Trustee of Units tendered for redemption or                   
in the Secondary Market.                                                        

Sponsor:  LOGO  DEAN WITTER REYNOLDS INC.                                       

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE                   
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES                      
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR                    
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR                     
ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE                         
CONTRARY IS A CRIMINAL OFFENSE.                                                 

Read and retain this Prospectus for future reference.                           

Units of the Trust are not deposits or obligations of, or                       
guaranteed or endorsed by, any bank, and the Units are not                      
federally insured by the Federal Deposit Insurance Corporation,                 
Federal Reserve Board, or any other agency.                                     

Prospectus dated August 1, 1996     

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THIS PROSPECTUS DOES NOT CONTAIN ALL OF THE INFORMATION WITH                    
RESPECT TO THE INVESTMENT COMPANY SET FORTH IN ITS REGISTRATION                 
STATEMENT AND EXHIBITS RELATING THERETO WHICH HAVE BEEN FILED                   
WITH THE SECURITIES AND EXCHANGE COMMISSION, WASHINGTON, D.C.,                  
UNDER THE SECURITIES ACT OF 1933 AND THE INVESTMENT COMPANY ACT                 
OF 1940, AND TO WHICH REFERENCE IS HEREBY MADE.                                 

DEAN WITTER SELECT GOVERNMENT TRUST             
GNMA PORTFOLIO SERIES 17          

TABLE OF CONTENTS         

                                                                  Page

Table of Contents.................................................    A-1       
Summary of Essential Information..................................    A-3       
Introduction......................................................    1         
The Trust.........................................................    2         
Special Considerations......................................    2   
Summary Description of the Portfolio........................    5   
Government National Mortgage Association....................    6   
Origination.................................................    6   
Nature of Ginnie Maes.......................................    8   
GNMA Guaranty...............................................    8   
Life of the Securities and of the Trust.....................    9   
Rating of Units.............................................    11  
Objectives and Securities Selection.........................    11  
The Units...................................................    12  
Estimated Annual Income, Estimated Current                          
Return and Estimated Long Term Return                           
per 1,000 Units...........................................    12
Federal Taxation..................................................    15        
Other Taxation..............................................    18  
Retirement Plans..................................................    18        
Public Offering of Units..........................................    19        
Public Offering Price.......................................    19  
Public Distribution.........................................    20  
Secondary Market............................................    21  
Profit of Sponsor...........................................    22  
Volume Discount.............................................    22  
Exchange Option...................................................    23        
Reinvestment Programs.............................................    25        
Redemption........................................................    27        
Right of Redemption.........................................    27  
Computation of Redemption Price.............................    28  
Postponement of Redemption..................................    28  
Rights of Unit Holders............................................    29        
Unit Holders................................................    29  
Certain Limitations.........................................    29  
Expenses and Charges..............................................    30        
Fees........................................................    30  
Other Charges...............................................    30  

A-1     

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                                                                  Page

Administration of the Trust.......................................    31        
Records and Accounts........................................    31  
Distribution................................................    31  
Distribution of Interest and Principal......................    32  
Reports to Unit Holders.....................................    33  
Sponsor...........................................................    34        
Trustee...........................................................    36        
Evaluator.........................................................    37        
Amendment and Termination of the Indenture........................    38        
Legal Opinions....................................................    39        
Auditors..........................................................    39        
Description of Rating.............................................    40        
Independent Auditors Report.......................................    F-1       

Sponsor:    

Dean Witter Reynolds Inc.       
Two World Trade Center      
New York, New York  10048       

Trustee:    

The Chase Manhattan Bank      
270 Park Avenue     
New York, New York  10017       

Evaluator:    

Muller Data Corporation       
395 Hudson Street     
New York, New York  10014       

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY                  
REPRESENTATIONS WITH RESPECT TO THIS INVESTMENT COMPANY NOT                     
CONTAINED IN THIS PROSPECTUS AND ANY INFORMATION OR REPRESENTATION              
NOT CONTAINED HEREIN MUST NOT BE RELIED UPON AS HAVING BEEN                     
AUTHORIZED.  THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL,              
OR A SOLICITATION OF AN OFFER TO BUY, SECURITIES IN ANY STATE TO                
ANY PERSON TO WHOM IT IS NOT LAWFUL TO MAKE SUCH OFFER IN SUCH                  
STATE.                                                                          

A-2     

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                                     SUMMARY OF ESSENTIAL INFORMATION                                         

                                   DEAN WITTER SELECT GOVERNMENT TRUST                                        
                                         GNMA PORTFOLIO SERIES 17                                             

                                            As of May 31, 1996                                                

                                                                                                              

FACE AMOUNT OF SECURITIES          $45,533,738.00     DAILY RATE AT WHICH ESTIMATED NET                       
                                                        INTEREST ACCRUES PER 1,000 UNITS        .0163%        
NUMBER OF UNITS                        50,841,347                                                             
                                                      ESTIMATED CURRENT RETURN (based on                      
FRACTIONAL UNDIVIDED INTEREST IN THE                    Public Offering Price)<F2>              6.721%        
  TRUST REPRESENTED BY EACH UNIT       50,841,347                                                             
                                                      ESTIMATED LONG TERM RETURN (based on                    
PUBLIC OFFERING PRICE                                   Public Offering Price)<F2>              7.205%        

  Aggregate bid side evaluation                       RECORD DATE:  The seventeenth day of                    
    of Securities in the Trust     $42,653,175.00       each month                                            

  Divided by 50,841,347 Units                         DISTRIBUTION DATE:  The twenty-third                    
    multiplied by 1,000            $       838.95       day of each month                                     

  Plus sales charge<F3> of 3.90% of                   MINIMUM PRINCIPAL DISTRIBUTION:                         
    Public Offering Price (4.058%                       No distribution need be made from                     
    of net amount invested in                           the Principal Account if balance                      
    Securities)                             34.04       therein is less than $5 per 1,000                     
                                                        Units outstanding                                     
Public Offering Price per 1,000 Units      872.99                                                             
                                                      TRUSTEE'S ANNUAL FEE  (including                        
  Plus undistributed principal and                      estimated expenses and Evaluator's                    
    net investment income and                           fee) $1.50 per $1,000 face amount                     
    accrued interest per 1,000 Units        12.75<F1>   of underlying Securities                 $1.50        

    Adjusted Public Offering Price                    SPONSOR'S ANNUAL PORTFOLIO SUPERVISION                  
     (per 1,000 Units)             $       885.74       FEE:  Maximum of $.25 per $1,000                      
                                                        face amount of underlying Securities       .25        
SPONSOR'S REPURCHASE PRICE AND                                                                                
  REDEMPTION PRICE PER 1,000 UNITS                    TOTAL ESTIMATED ANNUAL EXPENSES                         
  (based on bid side evaluation of                      PER 1,000 UNITS                          $1.75        
  underlying Securities, $34.04                                                                               
  less than Adjusted Public                           EVALUATOR'S FEE FOR EACH EVALUATION:                    
  Offering Price per 1,000 Units)  $       846.22       Minimum of $.20 per issue of Security                 
                                                        (treating separate pools as separate                  
CALCULATION OF ESTIMATED NET ANNUAL                     issues)                                               
  INTEREST RATE PER 1,000 UNITS                                                                               
  (based on face amount of $1,000                                                                             
  per 1,000 Units)                                    EVALUATION TIME:  3:00 P.M. New York Time               

  Annual interest rate per 1,000 Units      6.043%                                                            
                                                      MANDATORY TERMINATION DATE:  January 1, 2042            
  Less estimated annual expenses per                                                                          
    1,000 Units ($1.75) expressed                                                                             
    as a percentage                          .175%    DISCRETIONARY LIQUIDATION AMOUNT:  The Trust            
                                                        may be terminated by the Sponsor if the               
Estimated net annual interest rate                      value of the portfolio of the Trust at any            
  per 1,000 Units                           5.868%      time is less than $20,800,000.                        

    <F1>Figure shown includes interest accrued (net of expenses) on the underlying Securities to the expected 
date of settlement (normally five business days after purchase) for Units purchased on May 31, 1996.  (See    
"Estimated Annual Income, Estimated Current Return and Estimated Long Term Return per 1,000 Units" herein.)   

    <F2>The estimated current return and estimated long term return are increased for transactions entitled to
a reduced sales charge.  (See "The Trust - Estimated Annual Income, Estimated Current Return and Estimated    
Long Term Return per 1,000 Units" and "Public Offering of Units - Volume Discount" herein.)                   

    <F3>Volume purchasers of Units are entitled to a reduced sales charge.  See "Public Offering of Units -   
Volume Discount" herein.)                                                                                     

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SUMMARY OF ESSENTIAL INFORMATION            
(Continued)       

THE TRUST -- The Dean Witter Select Government Trust,   
GNMA Portfolio Series 17 (the "Trust") is a unit investment                     
trust composed of taxable Modified Pass-Through Mortgage-Backed                 
Securities ("Ginnie Maes" or the "Securities"), fully                           
guaranteed as to principal and interest by the Government                       
National Mortgage Association ("GNMA").  The Trust was created                  
under the laws of the State of New York pursuant to an                          
Indenture (as hereinafter defined).  The objectives of the                      
Trust are to provide safety of capital and to obtain current                    
monthly distributions of interest and principal through the                     
investment in Ginnie Maes.  All of the Ginnie Maes in the Trust                 
consist of pools of long term mortgages on 1- to 4-family                       
dwellings.  The Sponsor may in its discretion from time to                      
time, also deposit additional Securities in the Trust (whereby                  
additional Units would be offered to the public) provided that                  
such deposit of additional Securities (the "Additional                          
Securities") maintains, to the extent practicable, the                          
proportionate relationship with respect to the principal                        
amounts of Securities of specified interest rates and ranges of                 
maturities in the portfolio of the Trust (the "Portfolio") at                   
the time of the creation of the additional Units.                               

The guaranteed payment of principal and interest        
afforded by Ginnie Maes may make investment in the Trust                        
suitable for purchase by Individual Retirement Accounts and                     
pension, profit-sharing and other qualified retirement plans.                   
In addition, the ability to buy single Units, after an initial                  
minimum purchase of $1,000, enables such investors to tailor                    
the dollar amount of their purchases of Units to take maximum                   
possible advantage of the annual deductions available for                       
contributions to such plans.  Investors should consult their                    
tax advisors if they are considering participation in any such                  
plan.  (See:  "Retirement Plans".)                                              

MONTHLY DISTRIBUTIONS -- Monthly distributions          
derived from principal, prepayments of principal, if any, and                   
interest received by the Trust will be made, on or shortly                      
after the twenty-third day of each month to each Unit Holder of                 
record on the seventeenth day of such month.  Alternatively,                    
Unit Holders may elect to have their monthly distributions                      
reinvested under the Reinvestment Program of the Sponsor.                       
(See:  "Reinvestment Program".)                                                 

SECURITIES -- Two different issues of Ginnie Maes       
comprise the Portfolio of the Trust as of July 2,1996 in the                    
following percentages:  6.50% Ginnie Maes having a range of                     
maturity dates from May 15, 2023 to June 1, 2024 (50.51% of the                 
aggregate principal amount of the Trust), and 7.00% Ginnie Maes                 

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having a range of maturity dates from November 15, 2022 to                      
June 1, 2024 (49.49% of the aggregate principal amount of the                   
Trust).                                                                         

PUBLIC OFFERING PRICE -- The Public Offering Price      
per 1,000 Units is equal to the aggregate bid side evaluation                   
of the underlying Securities (the price at which they could be                  
directly purchased by the public assuming they were available),                 
divided by the number of Units outstanding multiplied by 1,000,                 
plus a sales charge of 4.058% of such bid side evaluation per                   
1,000 Units (the net amount invested); this results in a sales                  
charge of 3.90% of the Public Offering Price.  Units are                        
offered at the Public Offering Price plus an amount equal to                    
the offered Units proportional share of accrued interest on the                 
underlying Securities to the date of settlement of the Units.                   
(See:  "Public Offering of Units".)                                             

ESTIMATED CURRENT RETURN AND ESTIMATED LONG-TERM        
RETURN -- The Estimated Current Return shows the return based                   
on the Public Offering Price and is computed by multiplying the                 
estimated net annual income rate per 1,000 Units (which shows                   
the return per 1,000 Units based on a $1,000 face amount) by                    
$1,000 and dividing the result by the Public Offering Price per                 
1,000 Units (including the maximum sales charge).  The                          
Estimated Current Return does not, however, take into account                   
timing of distributions of income and any other amounts, nor                    
any delays in payment, on Units, and only partially takes into                  
account the effect of premiums paid and discounts realized in                   
the purchase of Units.  Estimated Long-Term Return is the net                   
annual long-term return to investors holding Units to maturity                  
and is based on the estimated yield of each underlying Security                 
in the Portfolio weighted to reflect the estimated life and                     
market value of each such security, adjusted to reflect the                     
Public Offering Price, including the maximum sales charge, and                  
estimated expenses.                                                             

The estimated average life for each underlying          
Security is used to compute the Estimated Long-Term Return of                   
the Trust and is a critical factor in such computation.  The                    
expected average life of a Security is the weighted average                     
time to principal repayment, after taking into account                          
scheduled amortization and assumed prepayments.  The estimated                  
average life of the Trust is the face value weighted average of                 
the estimated average life for each Security.  In general, if                   
the Trust has an actual average life shorter than originally                    
estimated, Estimated Long-Term Return will be higher if the                     
Securities in the Trust are priced at a discount and lower if                   
such Securities are priced at a premium.  If, however, the                      
Trust has an actual average life longer than originally                         
estimated, Estimated Long-Term Return will be lower if the                      
Securities are priced at a discount and higher if such                          
Securities are priced at a premium.  To calculate estimated                     

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average life for each of the Securities, the present average                    
age of available Ginnie Maes in the marketplace with the same                   
coupon has been considered; the calculation of estimated                        
average life is based upon actual recent prepayments, industry                  
assumptions about prepayments and analysis of several factors                   
including, among other things, the coupon, the housing                          
environment, the present interest rate (no change in interest                   
rate is assumed) and historical trends.  For a more detailed                    
description of the calculation of estimated average life, see:                  
"The Trust -- Life of the Securities and of the Trust".                         

The estimated average life for the Trust is subject     
to change with changes in the data used in the above-mentioned                  
assumptions.  The actual average life of each of the Securities                 
and the actual long-term returns can be expected to differ from                 
the estimated average lives and the estimated long-term                         
returns.  The net annual income rate per 1,000 Units and the                    
net annual long-term return to investors will also vary with                    
changes in the fees and expenses of the Trustee, the Sponsor                    
and the Evaluator and with the exchange, redemption, sale,                      
substitution, payment, prepayment or maturity of underlying                     
Securities.  Since the Public Offering Price will also vary                     
with fluctuations in the evaluation of the underlying                           
Securities, it can be expected that the Estimated Current                       
Return and the Estimated Long-Term Return will fluctuate in the                 
future.  Market conditions may cause such Public Offering Price                 
to be greater or less than the amount paid for Units.  (See:                    
"Estimated Annual Income, Estimated Current Return and                          
Estimated Long-Term Return Per 1,000 Units".)                                   

SECONDARY MARKET FOR UNITS -- The Sponsor, though not   
obligated to do so, intends to maintain a market for the Units                  
based on the aggregate bid side evaluation of the underlying                    
Securities.  (See:  "Public Offering of Units -- Secondary                      
Market".)  If such market is not maintained, a Unit Holder will                 
be able to dispose of his Units through redemption at prices                    
based on the aggregate bid side evaluation of the underlying                    
Securities.  (See:  "Redemption".)  Market conditions may cause                 
such prices to be greater or less than the amount paid for                      
Units.                                                                          

MINIMUM PURCHASE -- $1,000.                             

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DEAN WITTER SELECT GOVERNMENT TRUST             
GNMA PORTFOLIO SERIES 17          

_______________         

INTRODUCTION        

The Dean Witter Select Government Trust, GNMA           
Portfolio Series 17 (the "Trust") was created on June 22, 1993                  
(the "Date of Deposit") under the laws of the State of New York                 
pursuant to a Trust Indenture and Agreement and a related                       
Reference Trust Agreement dated the Date of Deposit                             
(collectively, the "Indenture")*, among Dean Witter Reynolds                    
Inc. (the "Sponsor"), The Chase Manhattan Bank, formerly United                 
States Trust Company of New York (the "Trustee") and Muller                     
Data Corporation (the "Evaluator").  The Sponsor is a principal                 
operating subsidiary of Dean Witter, Discover & Co. ("DWDC"), a                 
publicy traded corporation.  (See:  "Sponsor".)  The purpose                    
and objectives of the Trust are to provide investors with                       
safety of capital and current monthly distributions derived                     
from interest and principal payments received by the Trust with                 
respect to a fixed portfolio of Securities (the "Portfolio"),                   
consisting of Mortgage Participation certificates, which are                    
taxable mortgage-backed Securities of the modified pass-through                 
type ("Ginnie Maes"), issued and guaranteed by the Government                   
National Mortgage Association ("GNMA") and backed by the full                   
faith and credit of the United States.                                          

The Trust was created simultaneously with the deposit   
of the Securities (as defined below in "The Trust -- Summary                    
Description of the Portfolio") with the Trustee and the                         
execution of the Indenture.  The Trustee then immediately                       
delivered to the Sponsor certificates of beneficial interest                    
(the "Certificates") representing the units (the "Units")                       
comprising the entire ownership of the Trust.  Through this                     
Prospectus, the Sponsor is offering the Units, including                        
Additional Units, as defined below, for sale to the public.                     
The holders of Certificates (the "Unit Holders") will have the                  
right to have their Units redeemed at a price based on the                      
aggregate bid side evaluation of the Securities (the                            
"Redemption Price") if they cannot be sold in the secondary                     
market which the Sponsor, although not obligated to, proposes                   
to maintain.  In addition, the Sponsor may offer for sale,                      
through the Prospectus, Units which the Sponsor may have                        
repurchased in the secondary Market or upon the tender of such                  
Units for redemption.                                                           

_________________________                                                       
*     Reference is hereby made to said Indenture and any statements             
 contained herein are qualified in their entirety by the provisions of
said Indenture.                                                     

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The Sponsor is permitted under the Indenture to         
deposit additional Securities (the "Additional Securities"),                    
which may result in a potential corresponding increase in the                   
number of Units outstanding (the "Additional  Units").  Such                    
Additional Units may be continuously offered for sale to the                    
public by means of this Prospectus.  The Sponsor anticipates                    
that any Additional Securities deposited in the Trust                           
subsequent to the initial Date of Deposit in connection with                    
the sale of these Additional Units will maintain, as far as                     
practicable, the proportionate relationship between the                         
principal amounts of Ginnie Maes of specified interest rates                    
and ranges of maturities in the Portfolio at the time of the                    
creation of the Additional Units.  Precise duplication of this                  
original proportionate relationship may not be possible because                 
fractions of Ginnie Maes may not be purchased, but duplication                  
will continue to be the goal in connection with the deposit of                  
any such Additional Securities.  Any deposit by the Sponsor of                  
Additional Securities will attempt to duplicate this original                   
proportionate relationship between principal amounts of Ginnie                  
Maes of specific interest rates and ranges of maturities in the                 
Portfolio established on the Date of Deposit.                                   

On July 2, 1996, each Unit represented the fractional   
undivided interest in the Securities and net income of the                      
Trust set forth under "Summary of Essential Information".                       
Because regular payments and prepayments of principal are to be                 
received and certain of the Securities from time to time may be                 
redeemed or will mature in accordance with their terms or may                   
be sold under certain circumstances described herein and                        
because Additional Securities may be deposited into the Trust                   
from time to time, the Trust is not expected to retain its                      
present size and composition.  Units will remain outstanding                    
until redeemed upon tender to the Trustee by any Unit Holder                    
(which may include the Sponsor) or until the termination of the                 
Trust pursuant to the Indenture.                                                

On July 2, 1996, the Trust consisted of the             
Securities listed under "Schedule of Portfolio Securities",                     
herein, together with accrued and undistributed interest                        
thereon.  The Trustee has not participated in the selection of                  
Securities for the Trust, and neither the Sponsor nor the                       
Trustee will be liable in any way for any default, failure or                   
defect in any Securities.                                                       

THE TRUST       

Special Considerations                                                          

An investment in Units of the Trust should be made      
with an understanding of the risks which an investment in fixed                 
rate debt obligations may entail, including the risk that the                   
value of the Portfolio, and hence of the Units, will decline                    

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with increases in interest rates.  The value of the underlying                  
Securities will fluctuate inversely with changes in interest                    
rates.  In addition, the potential for appreciation of the                      
underlying Securities, which might otherwise be expected to                     
occur as a result of a decline in interest rates, may be                        
limited or negated by increased principal prepayments on the                    
underlying mortgages.  In recent years, the national economy                    
has experienced significant variations in rates of inflation                    
and economic growth, substantial increases in the national                      
debt, substantial increase in reliance upon foreign investors                   
to finance the national debt, and material reformulations of                    
Federal tax, monetary and regulatory policies.  These                           
conditions have been associated with wide fluctuations in                       
interest rates and thus in the value of fixed rate debt                         
obligations.  The Sponsor cannot predict whether such                           
fluctuations will continue in the future.  For a discussion of                  
certain additional risks related to Ginnie Maes, see:                           
"Government National Mortgage Association", "Nature of Ginnie                   
Maes" and "GNMA Guaranty".                                                      

The market value of mortgage-backed securities,         
including the Securities in the Portfolio, is determined by a                   
variety of additional factors, including:  (i) the prevailing                   
structure and the direction of trends in the yield curve,                       
particularly for U.S. Treasury obligations, and the spread                      
between the yields for U.S. Treasury obligations and the                        
Securities; (ii) the level of and trends in housing                             
construction activity and mortgage loan originations, which                     
indirectly affect the amount of securitized mortgages in the                    
market; (iii) the demand for and new originations of derivative                 
mortgage-backed security products, such as real estate mortgage                 
investment conduits ("REMICs") and collateralized mortgage                      
obligations ("CMOs"); (iv) the demand for mortgage-backed                       
securities for the investment portfolios of banking and thrift                  
institutions, which could be adversely affected by changes in                   
the treatment of the Securities in capital-based risk                           
guidelines adopted by Federal regulatory agencies to comply                     
with provisions of the Financial Institutions Reform, Recovery                  
and Enforcement Act; (v) market perceptions as to the risk of                   
massive sales of mortgage-backed securities by savings and loan                 
associations, which are insolvent, financially ailing or                        
otherwise required to restructure their portfolios to reduce                    
interest rate risk or shrink assets; and (vi) market reaction                   
to the insolvency or liquidation of major servicer/lenders or                   
private mortgage insurers participating in the programs related                 
to the Securities and consequent financial losses experienced                   
by GNMA.                                                                        

No assurance can be given that the existing reserves    
for losses in the programs administered by GNMA will be                         
sufficient to meet future needs, and enable GNMA to forbear                     
requesting financial assistance from the Secretary of the                       

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Treasury pursuant to its established line of credit.  The                       
Sponsor is unable to predict what effect, if any, such a                        
request would have on the market value of the Securities.  For                  
a discussion of certain additional risks related to Ginnie                      
Maes, see:  "Government National Mortgage Association", "Nature                 
of Ginnie Maes" and "GNMA Guaranty".                                            

The Securities in the Portfolio were chosen in part     
on the basis of their respective stated maturity dates.  The                    
ranges of maturity dates of each of the Securities contained in                 
the Portfolio are shown on the "Schedule of Portfolio                           
Securities".  (See:  "The Trust -- Life of the Securities and                   
of the Trust".)                                                                 

The Trust may be an appropriate medium for investors    
who desire to invest in a portfolio of taxable fixed income                     
securities offering the safety of capital provided by an                        
investment guaranteed by the Government National Mortgage                       
Association but who do not wish to invest the minimum $25,000                   
which is required for a direct investment in initially issued                   
Ginnie Maes.  Ginnie Maes are backed by the full faith and                      
credit of the United States.  Investors in the Trust may find                   
it advantageous to elect to reinvest the monthly distributions                  
expected to be made by the Trust, under the Reinvestment                        
Program of the Sponsor.  (See:  "Reinvestment Programs".)                       

Certain of the Securities in the Trust may have been    
acquired at a market premium.  Securities trade at a premium                    
because the interest rates on the Securities are higher than                    
interest on comparable debt securities being issued at                          
currently prevailing interest rates.  The current returns of                    
securities trading at a market premium are higher than the                      
current returns of comparably rated debt securities of a                        
similar type issued at currently prevailing interest rates                      
because premium securities tend to decrease in market value as                  
they approach maturity when the face amount becomes payable.                    
Because part of the purchase price is thus returned not at                      
maturity but through current income payments, an early                          
redemption of a premium security at par will result in a                        
reduction in yield.  If currently prevailing interest rates for                 
newly issued and otherwise comparable securities increase, the                  
market premium of previously issued securities will decline and                 
if currently prevailing interest rates for newly issued                         
comparable securities decline, the market premium of previously                 
issued securities will increase, other things being equal.                      
Market premium attributable to interest rate changes does not                   
indicate market confidence in the issue.                                        

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Summary Description of the Portfolio                                            

The Portfolio consists of Ginnie Maes fully             
guaranteed as to payments of principal and interest by GNMA.                    
As used herein, the term "Securities" includes all Ginnie Maes                  
deposited in the Trust listed under "Schedule of Portfolio                      
Securities", herein, and any additional Ginnie Maes which may                   
be acquired and held by the Trust in the circumstances                          
permitted by the provisions of the Indenture.                                   

Each group of Ginnie Maes described herein as having    
a specified range of maturities includes individual                             
mortgage-backed securities which have varying ranges of                         
maturities within the range specified in "Summary of Essential                  
Information".  Each such group of Ginnie Maes is described as                   
one category of securities because current market conditions                    
accord no difference in price among the individual Ginnie Mae                   
securities within such group on the basis of the difference in                  
the maturity dates of each Ginnie Mae.  As long as this market                  
condition prevails, a purchase of Ginnie Maes with the same                     
coupon rate and a maturity date within the range mentioned                      
above will be considered an acquisition of the same Security.                   
In the future, however, a difference in maturity could affect                   
the market value of the individual Ginnie Maes.  At such time,                  
any additional purchases by the Trust will take into account                    
the maturities of the individual Securities.                                    

The mortgages underlying a Ginnie Mae may be prepaid    
at any time without penalty.  A lower or higher return on Units                 
may occur depending on whether the price at which the                           
respective Ginnie Maes were acquired by the Trust is lower or                   
higher than par (which represents the price at which such                       
Ginnie Maes will be redeemed upon prepayment).  Redemption of                   
premium Ginnie Maes at par pursuant to prepayments of mortgages                 
will operate to lower the current return on Units outstanding                   
at that time, since premium Ginnie Maes normally carry higher                   
interest coupons than par or discount Ginnie Maes.  If mortgage                 
rates decline in the future, such prepayments may occur with                    
increasing frequency because, among other reasons, mortgagors                   
may be able to refinance their outstanding mortgages at lower                   
interest rates.  The inclusion of the sales charge on Units,                    
when added to the aggregate offering side evaluation of Ginnie                  
Maes purchased at a slight discount may increase the purchase                   
price of Units to a price greater than par, resulting in a                      
reduction of current return and a loss to Unit Holders in the                   
event redemption, payment or prepayment of Ginnie Maes occurs.                  
(See:  "The Trust -- Life of the Securities and of the Trust".)                 

Set forth below is a brief description of the current   
method of origination of Ginnie Maes; the nature of such                        
securities, including the guaranty of GNMA; the basis of                        
selection and acquisition of the Ginnie Maes included in the                    

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Portfolio; and the expected life of the Ginnie Maes and the                     
Trust.  The "Schedule of Portfolio Securities" contains                         
information concerning the coupon rates and range of stated                     
maturities of the Ginnie Maes in the Trust.                                     

Government National Mortgage Association                                        

The Government National Mortgage Association ("GNMA")   
is a wholly-owned corporate instrumentality of the United                       
States within the Department of Housing and Urban Development                   
("HUD") with its principal office at 451 Seventh Street, S.W.,                  
Washington, D.C. 20410.  GNMA was created in 1968 through                       
amendment of Title III of the National Housing Act.  Under the                  
provisions of the Housing and Urban Development Act of 1968,                    
the Federal National Mortgage Association ("FNMA"), originally                  
established in 1938, was rechartered as a private corporation                   
to provide secondary market support for the private residential                 
mortgage market.  GNMA was established to administer mortgage                   
support programs which could not be carried out in the private                  
market.                                                                         

The National Housing Act and other Federal              
legislation bearing on GNMA is subject to amendment by Congress                 
in a fashion that could materially affect the scope of GNMA's                   
activities and operations.                                                      

The Mortgage-Backed Securities ("MBS") Program is       
GNMA's most important ongoing activity.  The MBS program was                    
initially authorized in 1968 to increase liquidity in the                       
secondary mortgage market and attract new sources of capital                    
for residential loans.  Through the MBS program, GNMA                           
guarantees privately issued securities backed by pools of                       
mortgages insured by the Federal Housing Administration ("FHA")                 
and guaranteed by the Veterans Administration ("VA").  Certain                  
mortgage loans guaranteed by the Farmers Home Administration                    
("FmHA") are also eligible collateral.                                          

GNMA is also subject to certain operating risks,        
including fraudulent activity in connection with mortgage                       
originations and applications for a GNMA commitment; increasing                 
numbers of defaults by lender-servicers, such as the default of                 
Guardian Bank N.A. in June 1989; and the financial instability                  
of the savings and loan industry.  GNMA has been experiencing                   
significant losses in connection with the VA-guaranteed and                     
FHA-guaranteed mortgage programs and the mobile home insurance                  
program.                                                                        

Origination                                                                     

The Ginnie Maes included in the Portfolio are backed    
by the indebtedness secured by underlying mortgage pools of                     
long-term mortgages for 1- to 4-family dwellings (having a                      

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stated maturity of up to 30 years).  In general, the mortgages                  
in these pools provide for monthly payments over the life of                    
the mortgage (aside from prepayments) designed to repay the                     
principal of the mortgage over such period, together with                       
interest at the fixed rate on the unpaid balance.  The pool of                  
mortgages which is to underlie a particular new issue of Ginnie                 
Maes is assembled by the proposed issuer of such Ginnie Maes,                   
typically a mortgage banking firm, savings institution or                       
commercial bank.  The issuer is responsible for acquiring,                      
originating and servicing the mortgages; and for marketing the                  
Ginnie Maes.  An issuer of Ginnie Maes must be an FHA-approved                  
mortgagee, an approved GNMA/FNMA servicer, and meet certain net                 
worth requirements established by GNMA.  If homeowners fail to                  
make timely payments on their mortgages, the issuers of Ginnie                  
Maes, using their own resources, must advance the scheduled                     
payments to the registered holders.                                             

The mortgages which are to comprise a new Ginnie Mae    
pool may have been originated by the issuer itself in its                       
capacity as a mortgage lender, or may be acquired by the issuer                 
from a third party.  Such third party may be another mortgage                   
banker, a banking institution, the Veterans Administration                      
(which in certain instances acts as a direct lender and thus                    
originates its own mortgages) or one of several other                           
governmental agencies.  All mortgages in any given pool are                     
FHA-insured, FmHA-insured, or VA-guaranteed.  Such mortgages                    
will have a date for the first scheduled monthly payment of                     
principal that is not more than one year prior to the date on                   
which GNMA issues its guaranty commitment described below, will                 
have comparable interest rates and maturity dates, and will                     
meet additional criteria of GNMA.                                               

To obtain a GNMA commitment to guarantee securities,    
an approved issuer will file with GNMA an application                           
containing information about itself, describing generally the                   
pooled mortgages, and requesting that GNMA approve the issue                    
and issue its commitment (subject to GNMA's satisfaction with                   
the mortgage documents and other relevant documentation) to                     
guarantee the timely payment of principal of and interest on                    
the Ginnie Maes to be issued by the issuer.  If the application                 
is in order, GNMA will issue its commitment, and will assign a                  
GNMA pool number to the pool.  Upon completion of the required                  
documentation (including detailed information as to the                         
underlying mortgages, a custodial agreement with a Federal or                   
state regulated financial institution satisfactory to GNMA                      
pursuant to which the underlying mortgages will be held in                      
safekeeping, and a detailed guaranty agreement between GNMA and                 
the issuer), the issuance of the Ginnie Maes is permitted.                      
When the Ginnie Maes are issued, GNMA will endorse its guaranty                 
thereon.  The aggregate principal amount of Ginnie Maes issued                  
will be equal to the then aggregate unpaid principal balances                   
of the pooled mortgages.  The interest rate borne by newly                      

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issued Ginnie Maes is currently fixed at 1/2 of 1% below the                    
interest rate of the pooled 1- to 4-family mortgages, the                       
differential being applied to the payment of servicing and                      
custodial charges as well as GNMA's guaranty fee.                               

Nature of Ginnie Maes                                                           

All of the Ginnie Maes in the Portfolio are Modified    
Pass-Through Mortgage-Backed Securities.  Payment of principal                  
of and interest on the Ginnie Maes will be made in monthly                      
installments.  All installments are applied first to interest                   
and then in reduction of principal balance then outstanding.                    
Interest is paid at the specified rate on the unpaid portion of                 
the principal.  The amount of principal due on the Ginnie Maes                  
is in an amount equal to the scheduled principal amortization                   
currently due on the pooled mortgages.  However, payment of                     
principal and interest is subject to adjustment by reason of                    
any prepayments or other early or unscheduled recoveries of                     
principal on the pooled mortgages.  In any event, the issuer                    
will pay to the holders of the Ginnie Maes monthly installments                 
of not less than the interest due at the specified rate,                        
together with any scheduled installments of principal whether                   
or not collected from the mortgagor and any prepayments or                      
early recovery of principal.                                                    

The Ginnie Maes in the Portfolio are guaranteed as to   
timely payment of principal and interest by GNMA.  Funds                        
received by the issuers on account of the mortgages backing the                 
Ginnie Maes in the Portfolio are intended to be sufficient to                   
make the required payments of principal of and interest on such                 
Ginnie Maes but, if such funds are insufficient for that                        
purpose, the guaranty agreements between the issuers and GNMA                   
require the issuers to make advances sufficient for such                        
payments.  If the issuers fail to make such payments, GNMA will                 
do so.                                                                          

Ginnie Maes are based upon and backed by the            
aggregate indebtedness secured by the underlying FHA-insured,                   
FmHA-insured or VA-guaranteed mortgages and, except to the                      
extent of funds received by the issuers on account of such                      
mortgages, Ginnie Maes do not constitute a liability of nor                     
evidence any recourse against such issuers; recourse thereon is                 
solely against GNMA.  Holders of Ginnie Maes (such as the                       
Trust) have no security interest in or lien on the underlying                   
mortgages.                                                                      

GNMA Guaranty                                                                   

GNMA is authorized by Section 306(g) of Title III of    
the National Housing Act to guarantee the timely payment of the                 
principal of and interest on securities which are based on and                  
backed by a pool composed of mortgages insured by the Federal                   

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Housing Administration under the National Housing Act, as                       
amended, or insured by the Farmer's Home Administration under                   
Title V of the Housing Act of 1949 or guaranteed by the                         
Veterans Administration under the Servicemen's Readjustment Act                 
of 1944, as amended, or Chapter 37 of Title 38, United States                   
Code.  Section 306(g) provides further that "The full faith and                 
credit of the United States is pledged to the payment of all                    
amounts which may be required to be paid under any guaranty                     
under this subsection."  An opinion, dated December 9, 1969, of                 
William H. Rehnquist, Assistant Attorney General of the United                  
States, states that such guaranties under Section 306(g) of                     
Ginnie Maes are authorized to be made by GNMA and "would                        
constitute general obligations of the United States backed by                   
its full faith and credit."*                                                    

GNMA, in its corporate capacity under Section 306(d)    
of Title III of the National Housing Act, may issue, and has                    
warranted to the holders of Ginnie Maes that, if necessary, it                  
will issue, to the United States Treasury its general                           
obligations in an amount outstanding at any one time sufficient                 
to enable GNMA, with no limitations as to amount, to perform                    
its obligations under its guaranty.  The Treasury Department is                 
authorized to purchase any obligations so issued, and has                       
indicated that it will make loans to GNMA, if needed, to                        
implement the aforementioned guaranty.                                          

GNMA does not guarantee yield or price, nor does it     
guarantee payment to, or recoveries by, investors in funds or                   
trusts (such as the Trust).  Claims to GNMA can be made by                      
registered holders (such as the Trust) of GNMA certificates,                    
and not by beneficial owners.                                                   

The GNMA guaranty referred to herein relates only to    
payment of principal of and interest on the Ginnie Maes in the                  
Portfolio and not to the Units of the Trust offered hereby.                     

Life of the Securities and of the Trust                                         

Monthly payments of principal will be made, and         
additional prepayments of principal may be made, to the Trust                   
in respect of the mortgages underlying the Ginnie Maes in the                   
Portfolio.  All of the mortgages in the pools relating to the                   
Ginnie Maes in the Portfolio are subject to prepayment without                  
any significant premium or penalty at the option of the                         
mortgagors.  While the mortgages on 1- to 4-family dwellings                    

_________________________                                                       
*     Any statement in this Prospectus that a particular Security is backed     
by the full faith and credit of the United States is based upon the 
opinion of an Assistant Attorney General of the United States and   
should be so construed.                                             

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underlying the Ginnie Maes have a stated maturity of up to 30                   
years, it has been the experience of the mortgage industry that                 
the average life of comparable mortgages, owing to prepayments,                 
refinancings and payments from foreclosures is considerably                     
less.                                                                           

In the mid-1970's, published yield tables for Ginnie    
Maes utilized a 12 year average life assumption for Ginnie Mae                  
pools of 25-30 year mortgages on 1- to 4-family dwellings.                      
This assumption was derived from the FHA experience relating to                 
prepayments on such mortgages during the period from the                        
mid-1950's to the mid-1970's.  This 12 year average life                        
assumption was calculated in respect of a period during which                   
mortgage lending rates were fairly stable.  The assumption now                  
may no longer be an accurate measure of the average life of                     
Ginnie Maes or their underlying single family mortgage pools.                   
However, current yield tables, published in 1981, still utilize                 
the 12 year average life assumption and Ginnie Maes continue to                 
be traded based on this assumption.  By comparison, the Federal                 
Home Loan Mortgage Corporation in September 1988 reduced its                    
estimate of the weighted average life of the conventional                       
mortgages in its portfolio to 8.5 years for loans with                          
scheduled maturities of 25 to 30 years and to 6 years for loans                 
with scheduled maturities of 15 years.  The principal repayment                 
behavior of any individual mortgage will likely vary from this                  
estimate.  A major determinant of prepayment behavior is the                    
size of the difference between the borrower's mortgage rate and                 
prevailing interest rates on fixed-rate mortgages.  For                         
borrowers with fixed-rate mortgages, prepayments will                           
accelerate when borrowers' mortgage rates are above current                     
fixed-rate mortgage interest rates and slow when their                          
fixed-rates are below market rates.  However, some prepayments                  
of lower coupon mortgages may occur even when fixed-rate                        
mortgage rates are only slightly above the lower coupon                         
mortgages' rates, because a borrower may wish to refinance and                  
receive cash for equity value in a property.                                    

A number of additional factors, including homeowners'   
mobility, change in family size and mortgage market interest                    
rates will affect the average life of the Ginnie Maes in the                    
Portfolio.  Accordingly, there can be no assurance that the                     
prepayment levels which will be actually realized will conform                  
to the experience of the FHA, other mortgage lenders or other                   
Ginnie Mae investors.  It is not possible to meaningfully                       
predict prepayment levels regarding the Ginnie Maes in the                      
Portfolio.  Therefore, the termination of the Trust might be                    
accelerated as a result of prepayments made as described                        
herein.                                                                         

In addition to prepayments as described above, sales    
of Securities in the Portfolio under certain permitted                          
circumstances may result in an accelerated termination of the                   

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Trust.  Also, it is possible that, in the absence of a                          
secondary market for the Units or otherwise, redemptions of                     
Units may occur in sufficient numbers to reduce the Portfolio                   
to a size resulting in such termination.  Early termination of                  
the Trust may have important consequences to the Unit Holders;                  
e.g., to the extent that Units were purchased with a view to an                 
investment of longer duration, the overall investment program                   
of the investor may require readjustment; or the overall return                 
on investment may be less or greater than anticipated,                          
depending in part on whether the purchase price paid for Units                  
represented the payment of an overall premium or a discount,                    
respectively, above or below the stated principal amounts of                    
the underlying mortgages; and/or the proceeds of the sale of                    
the Securities sold may be less than the value of such                          
Securities at the time a Unit Holder purchased Units, possibly                  
resulting in a loss to such Unit Holder.                                        

Rating of Units                                                                 

Standard & Poor's Corporation has rated the Units of    
the Trust "AAA".  This is the highest rating assigned by                        
Standard & Poor's Corporation.  (See:  "Description of                          
Rating".)  Standard & Poor's Corporation has been compensated                   
by the Sponsor for its services in rating Units of the Trust.                   

Objectives and Securities Selection                                             

In selecting Securities for deposit in the Trust, the   
following factors, among others, were considered by the                         
Sponsor:  (i) the types of such securities available; (ii) the                  
prices and yields of such securities relative to other                          
comparable securities; and (iii) the maturities of such                         
securities.                                                                     

The Trust consists of the unamortized principal         
amount of the Securities listed under "Schedule of Portfolio                    
Securities", herein, as may continue to be held from time to                    
time in the Trust and any additional Securities acquired and                    
held by the Trust pursuant to the provisions of the Indenture                   
(including provisions with respect to deposits into the Trust                   
of Additional Securities in connection with the issuance of                     
Additional Units) together with accrued and undistributed                       
interest thereon and undistributed cash representing payments                   
and prepayments of principal and proceeds realized from the                     
disposition of Securities.  Neither the Sponsor nor the Trustee                 
shall be liable in any way for any default, failure or defect                   
in any of the Securities.                                                       

Because regular payments of principal and prepayments   
of principal are to be received and certain of the Securities                   
from time to time may be redeemed or will mature in accordance                  
with their terms or may be sold under certain circumstances                     

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described herein, the Trust is not expected to retain its                       
present size and composition.  The Indenture permits the                        
Sponsor to increase the size of the Trust and the number of                     
Units thereunder by the deposit of Additional Securities and                    
the issuance of a corresponding number of Additional Units.                     

The Units                                                                       

On July 2, 1996, each Unit represented the fractional   
undivided interest in the Trust set forth under "Summary of                     
Essential Information".  Thereafter, if any Units are redeemed                  
by the Trustee, the face amount of Securities in the Trust will                 
be reduced by amounts allocable to redeemed Units, and the                      
fractional undivided interest represented by each Unit in the                   
balance will be increased, although the actual interest in the                  
Trust represented by each Unit will remain unchanged.  However,                 
if additional Units are issued by the Trust (through deposit by                 
the Sponsor of Additional Securities in connection with the                     
issuance of Additional Units), the aggregate value of                           
Securities in the Trust will be increased by amounts allocable                  
to Additional Units, and the fractional undivided interest                      
represented by each Unit in the balance will be decreased,                      
although the actual interest in the Trust represented by each                   
Unit will remain unchanged.  Units will remain outstanding                      
until redeemed upon tender to the Trustee by any Unit Holder                    
(which may include the Sponsor) or until the termination of the                 
Trust itself (see:  "Redemption" and "Amendment and Termination                 
of the Indenture -- Termination").                                              

Estimated Annual Income, Estimated Current Return and Estimated                 
Long-Term Return Per 1,000 Units                                                

On July 2, 1996, the estimated net annual income per    
1,000 Units was estimated to be the amount set forth above                      
under "Summary of Essential Information".  This figure is                       
computed by dividing the total gross annual interest income                     
expected to be received by the Trust by the number of Units                     
outstanding on such date, less estimated annual fees and                        
expenses of the Trustee, the Sponsor and the Evaluator,                         
multiplied by 1,000 Units.  Thereafter, the net annual income                   
per 1,000 Units will change whenever Securities mature, are                     
redeemed, sold, paid, prepaid, exchanged or as substitute or                    
additional Securities are deposited into the Trust, as the                      
expenses of the Trust change or if there is a default on an                     
underlying Security and the GNMA does not pay principal and                     
interest at the time and in the amount called for by the                        
Security in default.  The fees of the Trustee and the Evaluator                 
are subject to change without the consent of Unit Holders.                      
(See:  "Expenses and Charges".)                                                 

Interest on the Securities, less estimated expenses     
of the Trust, is expected to accrue at the daily rate shown                     

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under "Summary of Essential Information", herein.  This rate                    
will change as Securities mature, are redeemed or are sold,                     
paid, prepaid or exchanged or as substitute or additional                       
Securities are deposited into the Trust, or as the expenses of                  
the Trust change.                                                               

Payments received on the mortgages underlying the       
Securities in the Portfolio will consist of a portion                           
representing interest and a portion representing principal.                     
Although the aggregate monthly payment made by the obligor on                   
each mortgage remains constant (aside from optional prepayments                 
of principal), in the early years the larger proportion of each                 
such payment will represent interest, while in later years, the                 
proportion representing interest will decline and the                           
proportion representing principal will increase.  However, by                   
reason of optional prepayments, principal payments in the                       
earlier years on the mortgages underlying the Securities may be                 
substantially in excess of those required by the amortization                   
schedules of such mortgages.  Therefore, principal and interest                 
payments in later years may be substantially less since the                     
aggregate unpaid principal balances of such underlying                          
mortgages may have been greatly reduced.  To the extent that                    
the underlying mortgages bearing higher interest rates in the                   
Portfolio are prepaid faster than the other underlying                          
mortgages, the net annual interest rate per 1,000 Units and the                 
current return with respect to the Units can be expected to                     
decline.  Monthly payments to the Unit Holders will reflect all                 
of the foregoing factors.                                                       

On July 2, 1996, the estimated current return was as    
set forth under "Summary of Essential Information", herein.  As                 
the Public Offering Price will vary due to fluctuations in the                  
offering prices of the Securities and the net annual income per                 
1,000 Units may change with events discussed above, it may be                   
expected that such events will be reflected in a change in the                  
estimated current return.  In addition, the estimated current                   
return will be higher for purchasers entitled to a reduced                      
sales charge.                                                                   

The Estimated Current Return and the Estimated          
Long-Term Return on July 2, 1996, are set forth under "Summary                  
of Essential Information", herein, and give different                           
information about the return to investors.  Estimated Current                   
Return on a Unit represents return based on the Public Offering                 
Price and the maximum applicable sales charge and is computed                   
by multiplying the estimated net annual interest rate per 1,000                 
Units (which shows the return per 1,000 Units based on $1,000                   
face amount) by $1,000 and dividing the result by the Public                    
Offering Price per 1,000 Units (including the maximum sales                     
charge but not including accrued interest on the Securities).                   
Estimated Current Return does not take into account timing of                   
distributions of income and other amounts (including delays) on                 

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Units, and it only partially reflects the effect of premiums                    
paid and discounts realized in the purchase price of Units.                     

Unlike Estimated Current Return, Estimated Long-Term    
Return is a measure of the estimated return to the investor                     
earned over the estimated life of the Trust.  The Estimated                     
Long-Term Return represents an average of the yields to                         
estimated average life of the securities in the Portfolio and                   
is adjusted to reflect expenses and sales charges.  The                         
estimated long-term return figure is calculated by the Sponsor                  
in the manner discussed below, using an estimated average life                  
for each of the Securities.  Estimated average life is an                       
essential factor in the calculation of Estimated Long-Term                      
Return.  When the Trust has a shorter average life than is                      
estimated, Estimated Long-Term Return will be higher if the                     
Trust contains securities priced at a discount and lower if the                 
securities are priced at premium.  Conversely, if the Trust has                 
a longer average life than is estimated, Estimated Long-Term                    
Return will be lower when the securities are priced at a                        
discount and higher if the securities are priced at a premium.                  
In order to calculate estimated average life of each of the                     
Securities, an assumption about the present average life of the                 
Securities available in the marketplace with the same coupon                    
was made.  With this assumption, an annualized prepayment rate                  
for the mortgages underlying the Securities can be estimated.                   
Such estimation includes consideration of recent payment data,                  
the coupon, the housing environment, the present interest rate                  
(no change in interest rate is assumed) and historical trends.                  
Based upon these factors, an estimated prepayment rate for the                  
remaining term of the mortgage pool is determined, which is the                 
basis for calculating the estimated average life.  The                          
estimated average life calculated for the Trust is provided                     
under the "Summary of Essential Information", herein.  Both the                 
prepayment assumptions and the estimated average life set forth                 
herein are subject to change with alterations in the data used                  
in any of the underlying assumptions.  Therefore, the actual                    
average lives of the Securities in the Portfolio and their                      
actual long term returns will be different from the estimated                   
average lives and the estimated long-term returns used herein.                  
In calculating Estimated Long-Term Return, the average yield                    
for the Portfolio is derived by weighing each security's yield                  
by the market value of the security and by the amount of time                   
remaining to the estimated average life.  Once the average                      
Portfolio yield is computed, this figure is then adjusted for                   
estimated expenses and the effect of the maximum sales charge                   
paid by investors.  Estimated Long-Term Return calculation does                 
not take into account certain delays in distributions of income                 
and the timing of other receipts and distributions on Units and                 
may, depending on maturities, over or understate the impact of                  
sales charges.  Both of these factors may result in a lower                     
figure.                                                                         

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In addition to the Public Offering Price, the price     
of a Unit includes the Unit's share of accrued interest on the                  
Securities.  Because the Securities in the Trust accrue                         
interest on a calendar month basis, accrued interest on the                     
Securities at any point in time will be greater than the amount                 
of interest actually received by the Trust and distributed to                   
Unit Holders.  Therefore, the Unit's share of accrued interest                  
is always added to the value of the Units.  If a Unit Holder                    
sells all or a portion of his Units, he is entitled to receive                  
his proportionate share of the accrued interest on the                          
Securities from the purchaser of his Units.  Similarly, if a                    
Unit Holder redeems all or a portion of his Units, the                          
Redemption Price per Unit will include accrued interest on the                  
Securities.                                                                     

The price of Units which settle after the first         
Record Date of the Trust will include an item of accrued                        
interest equal to the interest accrued on the underlying                        
Securities to the settlement date for Units.                                    

FEDERAL TAXATION      

The following discussion offers only a brief outline    
of the federal income tax consequences of investing in the                      
Trust.  Investors should consult their own tax advisors for                     
more detailed information and for information regarding the                     
impact of state, local or foreign taxes upon such an                            
investment.                                                                     

The Trust has elected and intends to continue to        
qualify to be taxed as a regulated investment company under                     
Subchapter M of the Internal Revenue Code of 1986, as amended                   
(the "Code").  Generally, to qualify as a regulated investment                  
company for a taxable year the Trust must derive at least 90%                   
of its income from certain specified sources, including                         
interest, dividends, gains from the disposition of securities,                  
and other income derived with respect to its business of                        
investing in securities.  In addition, the Trust must derive                    
less than 30% of its gross income from the disposition of                       
securities held for less than three months, must meet certain                   
diversification criteria regarding Trust investment, and must                   
distribute annually at least 90% of its investment company                      
taxable income.  For any year in which the Trust qualifies for                  
taxation as a regulated investment company, the Trust is not                    
taxed on income distributed to its Unit Holders.  If, in any                    
taxable year, the Trust were to fail to qualify as a regulated                  
investment company under the Code, the Trust would be taxed for                 
that year in the same manner as an ordinary corporation and                     
distributions to its Unit Holders would not be deductible by                    
the Trust in computing its taxable income.  In addition, in the                 
event of a failure to qualify as a regulated investment company                 
for a taxable year, that year's Trust distributions, to the                     

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extent derived from current or accumulated earnings and                         
profits, would be taxable to the recipient Unit Holders as                      
ordinary income even if those distributions might otherwise                     
have been considered distributions of capital gains.                            

If the Trust fails to distribute in each calendar       
year at least (i) 98% of its ordinary income for such calendar                  
year and (ii) 98% of its capital gain net income (both                          
long-term and short-term) for the 12 months ended October 31 of                 
such calendar year (or December 31, if the Trust qualifies to                   
so elect and does so), the Trust will be subject to a 4% excise                 
tax on the undistributed income if income tax on such income                    
has not been paid by the Trust.  In addition, the Trust will be                 
subject to such excise tax on any portion (not taxed to the                     
Trust) of the respective 2% balances which are not distributed                  
during the succeeding calendar year.                                            

If the Trust fails to qualify as a regulated            
investment company for any year, it must pay out its earnings                   
and profits accumulated in that year (less the interest charge                  
mentioned below, if applicable) and may be required to pay an                   
interest charge to the Treasury on 50% of such earnings and                     
profits before it can again qualify as a regulated investment                   
company.                                                                        

Generally, distributions paid by the Trust are          
treated as received in the taxable year of the distribution;                    
however, any amounts designated for distribution by the Trust                   
with respect to October, November or December of any calendar                   
year as payable to Unit Holders of record on a specified date                   
in such a month and which are actually paid during January of                   
the following year, will be treated as received on December 31                  
of the preceding year.  The Indenture requires current                          
distribution to Unit Holders of the entire net income and net                   
capital gain, if any, of the Trust and cash proceeds of                         
redemptions, maturities, or sales representing recovery of cost                 
(to the extent that the proceeds of sales or other dispositions                 
are not reinvested or used to redeem Units) of underlying                       
Securities in the Trust.                                                        

Distributions to Unit Holders (other than capital       
gain distributions) will be taxable as ordinary income to such                  
Unit Holders to the extent paid from interest, net short-term                   
capital gain proceeds, realized market discount and any                         
original issue discount and accrued market discount includible                  
in the Trust's gross income for the taxable year with respect                   
to which the distribution is made less the sum of the Trust's                   
allocable deductible expenses, amount of accrued interest paid                  
on the underlying Securities purchased by the Trust and                         
amortized bond premium.  To the extent that distributions to a                  
Unit Holder with respect to any year are not taxable as                         
ordinary income, the amount of such distributions will be                       

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treated as a return of capital and will reduce the Unit                         
Holder's basis in his Units and, to the extent that they exceed                 
his basis, will be generally taxed as a capital gain.                           
Distributions credited to the account of a Unit Holder will be                  
taxable as described above whether such amounts are actually                    
distributed to such Unit Holder or are reinvested.                              

Individual investors should note that the Code places   
a floor of 2% of adjusted gross income on miscellaneous                         
itemized deductions, including investment expenses.  The Code                   
directs the Secretary of the Treasury to prescribe regulations                  
prohibiting indirect deduction through a pass-thru entity (such                 
as the Trust) of amounts not allowable as a deduction under                     
this rule if paid or incurred directly by an individual.                        

Temporary Regulations applicable to "nonpublicly        
offered regulated investment companies" have been issued.                       
Under these temporary regulations, in general, (i) specified                    
expenses of the regulated investment company or, at the                         
election of the regulated investment company, 40% of its                        
expenses, exclusive of expenses which are specifically excluded                 
from miscellaneous itemized deductions if incurred by an                        
individual, are allocated among its shareholders who are                        
"affected investors" (i.e., individuals, estates, trusts and                    
pass-thru entities having such shareholders), and (ii) such                     
investors are treated as having received or accrued                             
distributions in an aggregate amount equal to the investor's                    
share of such expenses and to have incurred investment expenses                 
in the same aggregate amount.  These computations are made on a                 
calendar year basis and the allocation of such expenses among                   
affected investors may be done by the regulated investment                      
company on any reasonable basis (which basis, if utilizing                      
distributions to affected investors, may exclude some of such                   
distributions).                                                                 

The Code provides that the 2% floor rule will not       
apply to indirect deductions through a publicly offered                         
regulated investment company.  The term "publicly offered                       
regulated investment company" is defined as meaning a regulated                 
investment company the units of ownership of which are                          
"continuously offered" or regularly traded on an established                    
securities market or "held by or for no fewer than 500 persons                  
at all times during the taxable year."  The Sponsor believes                    
that the Trust has qualified as a "publicly offered regulated                   
investment company" in the past but is unable to state whether                  
or not the Trust will qualify in the future for treatment as a                  
"publicly offered regulated investment company."                                

Gain or loss will be realized by each Unit Holder to    
the extent that the proceeds of redemption of his Units (or                     
distributions received upon liquidation of his Units) exceed or                 
are less than the Unit Holder's tax cost basis of his Units                     

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which are redeemed (or in respect of which the liquidating                      
distributions are made).                                                        

Distributions of net capital gain (designated as such   
by the Trust) will be taxable to Unit Holders as long-term                      
capital gain regardless of the length of time the Units have                    
been held by a Unit Holder.  A redemption of Units will be a                    
taxable event for a Unit Holder and, depending on the                           
circumstances, may give rise to gain or loss.  Under the Code,                  
net capital gain (i.e., the excess of net long-term capital                     
gain over net short-term capital loss) of individuals, estates                  
and trusts is subject to a maximum nominal tax rate of 28%.                     
Such net capital gain may, however, result in a disallowance of                 
itemized deductions and/or affect a personal exemption phase-                   
out.                                                                            

Information with respect to the Federal income tax      
status of each year's distributions will be supplied to Unit                    
Holders.                                                                        

The Trust is required to withhold U.S. federal income   
tax at the rate of 31% of all taxable distributions payable to                  
holders of Trust Units who fail to provide the Trust with their                 
correct taxpayer identification numbers or to make required                     
certifications, or who have been notified by the Internal                       
Revenue Service that they are subject to backup withholding.                    
Backup withholding is not an additional tax.  Any amounts                       
withheld may be credited against U.S. federal income tax                        
liability of a holder of a Trust Unit.                                          

Distributions paid to foreign Unit Holders which do     
not constitute income effectively connected with the conduct of                 
a trade or business within the United States by the distibutee                  
will be subject to United States federal withholding taxes at a                 
30% rate or a lesser rate established by treaty unless the                      
distribution is a capital gain dividend.  Foreign Unit Holders                  
should consult their own tax counsel with respect to United                     
States tax consequences of ownership of Units.                                  

Other Taxation                                                                  

Investors are advised to consult their own tax          
advisors with respect to the application to their own                           
circumstances of the above-described general taxation rules and                 
with respect to the state, local or foreign tax consequences to                 
them of an investment in Trust Units.                                           

RETIREMENT PLANS      

The Units of the Trust may be suited for purchase by    
Individual Retirement Accounts and pension, profit-sharing and                  
other qualified retirement plans.  Investors considering                        

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participation in any such plan should review specific tax laws                  
and pending legislation related thereto and should consult                      
their attorneys or tax advisers with respect to the                             
establishment and maintenance of any such plan.                                 

PUBLIC OFFERING OF UNITS      

Public Offering Price                                                           

The Public Offering Price of Units is computed by       
adding to the aggregate bid price of the Securities in the                      
Trust, any money in the Interest and Principal Accounts other                   
than money held to make payments to Unit Holders on a monthly                   
Distribution Date and amounts representing taxes, fees and                      
expenses of the Trust and money required to redeem tendered                     
Units, by dividing such sum by the number of Units outstanding                  
and then adding a Sales Charge of 4.058% of the net amount                      
invested.  The Sales Charge is 3.90% of the Public Offering                     
Price.  A proportionate share of accrued and undistributed                      
interest on the Securities to the settlement date for Units                     
purchased is also added to the Public Offering Price.  (See:                    
"Estimated Annual Income, Estimated Current Return and                          
Estimated Long-Term Return Per 1,000 Units".)  In addition,                     
amounts necessary to be collected by the Trustee to permit the                  
Trustee to make equal distributions to all Unit Holders will be                 
added to the Public Offering Price upon the initial sale of                     
Additional Units.  The Public Offering Price on the date of                     
this Prospectus or on any subsequent date will vary in                          
accordance with fluctuations in the evaluation of the                           
underlying Securities in the Trust.                                             

The aggregate bid prices of the Securities in the       
Trust shall be determined for the Trust by the Evaluator in the                 
following manner:  (a) on the basis of current bid prices for                   
the Securities as obtained from investment dealers or brokers                   
(including the Sponsor), (b) if bid prices are not available                    
for the Securities, on the basis of current bid prices for                      
comparable securities, (c) by determining the value of the                      
Securities on the bid side of the market by appraisal, or (d)                   
by any combination of the above.  Evaluations made for purposes                 
of secondary market transactions by the Sponsor will be made on                 
the bid side of the market on each business day as of the                       
Evaluation Time, effective for all sales made during the                        
preceding 24-hour period.  Evaluations, for purposes of                         
redemptions by the Trustee, will be made each business day as                   
of the Evaluation Time, effective for all redemptions made                      
subsequent to the last preceding determination.                                 

There is a period of a few days (usually about ten      
business days), beginning on the first day of each month,                       
during which the total amount of payments (including                            
prepayments, if any) of principal for the preceding month on                    

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the various mortgages underlying each of the Ginnie Maes in the                 
Portfolio will not yet have been reported by the issuer and                     
made generally available to the public.  During this period,                    
the precise principal amount of the underlying mortgages                        
remaining outstanding for each Ginnie Mae in the Portfolio, and                 
therefore the precise principal amount of such Security, will                   
not be known, although the precise principal amount outstanding                 
for the preceding month will be known.  Therefore, the precise                  
amount of principal to be acquired by the Trustee as a holder                   
of such Securities and distributed to Unit Holders with the                     
next monthly distribution will not be known.  The Sponsor does                  
not expect that the amounts of such prepayments and the                         
differences in such principal amounts from month to month will                  
be material in relation to the Trust due to the number of                       
mortgages underlying each Ginnie Mae and the number of such                     
Securities in the Trust.  However, there can be no assurance                    
that they will not be material.  For purposes of the                            
determination by the Evaluator of the bid prices of the Ginnie                  
Maes in the Portfolio and for purposes of calculations of                       
accrued interest with respect to the Units, during the period                   
in each month prior to the time when the precise amounts of                     
principal of the Ginnie Maes for the month become publicly                      
available, the Evaluator will base its evaluations and                          
calculations (which are the basis for calculations of the                       
Public Offering Price, the Sponsor's Repurchase Price and the                   
Redemption Price per Unit) upon the principal amount                            
outstanding for the preceding month.  The Sponsor expects that                  
the differences in such principal amounts from month to month                   
will not be material to the Trust.  Nevertheless, the Sponsor                   
will attempt to adopt procedures as to pricing and evaluation                   
for the Units of the Trust, with such modifications, if any,                    
deemed necessary by the Sponsor for the protection of the Unit                  
Holders, upon notice to the Unit Holders, designed to minimize                  
the impact of such differences upon the calculation of the                      
Public Offering Price per Unit, the Sponsor's Repurchase Price                  
per Unit or the Redemption Price per Unit.  No assurance can be                 
given that any such procedures can be successfully designed by                  
the Sponsor.                                                                    

On July 2, 1996, the Public Offering Price per 1,000    
Units (based on the bid side evaluation of the Securities in                    
the Trust) exceeded the Sponsor's Repurchase Price per 1,000                    
Units and the Redemption Price per 1,000 Units (based upon the                  
bid side evaluation of the Securities in the Trust) by the                      
amounts set forth in "Summary of Essential Information",                        
herein.                                                                         

Public Distribution                                                             

Units acquired by the Sponsor in the secondary market   
referred to below may be offered to the public by this                          
Prospectus at the then current Public Offering Price calculated                 

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daily plus accrued interest on the Securities.  The Sponsor                     
intends to qualify Units in states selected by the Sponsor for                  
sale by the Sponsor and through dealers who are members of the                  
National Association of Securities Dealers, Inc.  In addition,                  
sales of Units may be made pursuant to distribution                             
arrangements with certain banks and/or other entities subject                   
to regulation by the Office of the Comptroller of the Currency                  
which are acting as agents for their customers.  These banks                    
and/or entities are making Units of the Trust available to                      
their customers on an agency basis.  A portion of the sales                     
charge paid by these customers is retained by or remitted to                    
such banks or entities in an amount equal to the fee                            
customarily received by an agent for acting in such capacity in                 
connection with the purchase of Units.  The Glass-Steagall Act                  
prohibits banks from underwriting certain securities, including                 
Units of the Trust; however, this Act does permit certain                       
agency transactions, and banking regulators have not indicated                  
that these particular agency transactions are impermissible                     
under this Act.  In Texas, as well as certain other states, any                 
bank making Units available must be registered as a                             
broker-dealer in that State.                                                    

Secondary Market                                                                

While not obligated to do so, it is the Sponsor's       
present intention to maintain, at its expense, a secondary                      
market for Units of this series of the Dean Witter Select                       
Government Trust and to continuously offer to repurchase Units                  
from Unit Holders at the applicable Sponsor's Repurchase Price.                 
(See:  "Summary of Essential Information".)  The Sponsor's                      
Repurchase Price is computed by adding to the aggregate of the                  
bid prices of the Securities in the Trust, any money in the                     
Interest and Principal Accounts other than money held to make                   
payments to Unit Holders on a monthly Distribution Date and                     
money required to redeem tendered Units, plus accrued interest                  
on the Securities, deducting therefrom expenses of the Trustee,                 
Sponsor, Evaluator and counsel, and taxes, if any, and then                     
dividing the resulting sum by the number of Units outstanding,                  
as of the date of such computation.  There is no refund of the                  
sales charge nor is there any additional sales charge incurred,                 
when a Unit Holder sells Units back to the Sponsor.  Any Units                  
repurchased by the Sponsor at the Sponsor's Repurchase Price                    
may be reoffered to the public by the Sponsor at the then                       
current Public Offering Price, plus accrued interest.  Any                      
profit or loss resulting from the resale of such Units will                     
belong to the Sponsor.                                                          

If the supply of Units exceeds demand (or for any       
other business reason), the Sponsor may, at any time,                           
occasionally, from time to time, or permanently, discontinue                    
the repurchase of Units of this series at the Sponsor's                         
Repurchase Price.  In such event, although under no obligation                  

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to do so, the Sponsor may, as a service to Unit Holders, offer                  
to repurchase Units at the Redemption Price, a price based on                   
the current bid prices for the Securities, plus accrued                         
interest.  Alternatively, Unit Holders may redeem their Units                   
through the Trustee.  The Redemption Price per Unit is computed                 
in the same manner as the Sponsor's Repurchase Price, and is                    
based on the bid side evaluation of the Securities.  There is                   
no refund of the sales charge, nor is any additional sales                      
charge incurred, when a Unit Holder redeems Units.  If the                      
Sponsor repurchases Units in the secondary market at the                        
Redemption Price, it may reoffer these Units in the secondary                   
market at the Public Offering Price or the Sponsor may tender                   
Units so purchased to the Trustee for redemption.  In no event                  
will the price offered by the Sponsor for the repurchase of                     
Units be less than the current Redemption Price of those Units.                 
(See:  "Redemption", herein.)                                                   

Profit of Sponsor                                                               

The Sponsor may realize profits (or sustain losses)     
while maintaining a secondary market in the Units, in the                       
amount of any difference between the prices at which the                        
Sponsor buys Units (based on the bid side of the Securities in                  
the Trust) and the prices at which the Sponsor resells such                     
Units (such prices include a sales charge) or the prices at                     
which the Sponsor redeems such Units (based on the bid side of                  
the Securities in the Trust), as the case may be.                               

Volume Discount                                                                 

Although under no obligation to do so, the Sponsor      
intends to permit volume purchasers of Units to purchase Units                  
at a reduced sales charge.  The Sponsor may at any time change                  
the amount by which the sales charge is reduced, or may                         
discontinue the discount altogether.  This discount in the                      
sales charge is available to volume purchasers of Units due to                  
the realization of economies of scale in sales effort and sales                 
related expenses relating to volume purchases.                                  

The sales charge will be reduced pursuant to the        
following graduated scale for sales to any person of at least                   
$100,000:                                                                       

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                      Sales Charge
                        Percent of Public       Percent of Net
Aggregate Value of Units          Offering Price         Amount Invested        

Less than $100,000........             3.90%                 4.058%             
$100,000 to $249,999......             3.50%                 3.627%             
$250,000 to $499,999......             3.00%                 3.093%             
$500,000 to $749,000......             2.50%                 2.564%             
$750,000 to $999,999......             2.00%                 2.041%             
$1,000,000 or more........             1.50%                 1.523%             

The reduced sales charges as shown on the chart above   
will apply to all purchases of Units of this Trust only on any                  
one day by the same person, partnership or corporation (other                   
than a dealer) in the amounts stated herein.                                    

Units held in the name of the purchaser's spouse or     
in the name of a purchaser's child under the age of 21 are                      
deemed for the purposes hereof to be registered in the name of                  
the purchaser.  The reduced sales charges are also applicable                   
to a trustee or other fiduciary, including a partnership or                     
corporation, purchasing Units for a single trust estate or                      
single fiduciary account.                                                       

Sales to dealers will be made at prices which include   
a concession as follows:                                                        

Sales Charge       Dealer Concession        

3.90%                  2.73%          
3.50%                  2.45%          
3.00%                  2.10%          
2.50%                  1.75%          
2.00%                  1.40%          
1.50%                  1.05%          

Dealers purchasing certain dollar amounts of Units      
during the life of the Trust will be entitled to additional                     
concession benefits.  The dealer concession for secondary                       
market sales may differ from the concessions set forth in the                   
above schedule.  The Sponsor reserves the right, at any time,                   
to change the level of dealer concessions.                                      

EXCHANGE OPTION     

Unit Holders of any Dean Witter Trust or any holders    
of units of any other unit investment trust (collectively,                      
"Holders") may elect to exchange any or all of their units of                   
each series of the Dean Witter Select Government Trust for                      
units of one or more of any series of the Dean Witter Select                    
Government Trust or for units of any additional Dean Witter                     
Trusts that may from time to time be made available for such                    

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exchange by the Sponsor (the "Exchange Trusts").  Such Units                    
may be acquired at prices based on reduced sales charge per                     
Unit.  The purpose of such reduced sales charge is to permit                    
the Sponsor to pass on to the Holder who wishes to exchange                     
Units the cost savings resulting from such exchange of Units.                   
The cost savings result from reductions in time and expense                     
related to advice, financial planning and operational expense                   
required for the Exchange Option.  The following Exchange                       
Trusts are currently available:  the Dean Witter Select                         
Municipal Trust, the Dean Witter Select Government Trust, the                   
Dean Witter Select Equity Trust, the Dean Witter Select                         
Corporate Trust and the Dean Witter Select Investment Trust.                    

Each Exchange Trust has a different investment          
objective; a Holder should read the prospectus for the                          
applicable Exchange Trust carefully to determine the investment                 
objective prior to exercise of this option.                                     

This option will be available provided the Sponsor      
maintains a secondary market in units of the applicable                         
Exchange Trust and provided that units of the applicable                        
Exchange Trust are available for sale and are lawfully                          
qualified for sale in the state in which the Holder is a                        
resident.  While it is the Sponsor's present intention to                       
maintain a secondary market for the units of all such trusts,                   
there is no obligation on its part to do so.  Therefore, there                  
is no assurance that a market for units will in fact exist on                   
any given date on which a Holder wishes to sell or exchange its                 
Units; thus there is no assurance that the Exchange Option will                 
be available to any Holder.  The Sponsor reserves the right to                  
modify, suspend or terminate this option at any time without                    
further notice to Unit Holders.  In the event the Exchange                      
Option is not available to a Unit Holder at the time such Unit                  
Holder wishes to exercise it, the Unit Holder will be                           
immediately notified and no action will be taken with respect                   
to its Units without further instruction from the Unit Holder.                  

Exchanges will be effected in whole units only.  Any    
excess proceeds from the surrender of a Unit Holder's Units                     
will be returned.  Alternatively, Unit Holders will be                          
permitted to make up any difference between the amount                          
representing the Units being submitted for exchange and the                     
amount representing the Units being acquired up to the next                     
highest number of whole Units.                                                  

An exchange of Units pursuant to the Exchange Option    
will constitute a "taxable event" under the Code, i.e., a                       
Holder will recognize a gain or loss at the time of exchange.                   
A Unit Holder who exchanges Units of one Trust for Units of                     
another Trust should consult his or her tax advisor regarding                   
the extent to which such exchange results in the recognition of                 
a loss for Federal and/or state or local income tax purposes.                   

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To exercise the Exchange Option, a Unit Holder should   
notify the Sponsor of its desire to use the proceeds from the                   
sale of its Units to purchase units of one or more of the                       
Exchange Trusts.  If units of the applicable outstanding series                 
of the Exchange Trust are at that time available for sale, the                  
Holder may select the series or group of series for which such                  
Units are to be exchanged.  The Holder will be provided with a                  
current prospectus or prospectuses relating to each series in                   
which interest is indicated.                                                    

The exchange transaction will operate in a manner       
essentially identical to any secondary market transaction,                      
i.e., Units will be repurchased at a price equal to the                         
aggregate bid side evaluation per Unit of the Securities in the                 
Portfolio, plus accrued interest.  Units of the Exchange Trust                  
will be sold to the Unit Holder at a price equal to the                         
evaluation per unit of the securities in that portfolio, plus                   
accrued interest and the applicable sales charge of $25 (or per                 
1,000 Units in the case of a unit priced at about $1.00) or                     
2.50% of the Public Offering Price where the cost per Unit is                   
significantly less than $1.00.  If a Unit Holder has held its                   
Units for less than a five month period, the sales charge shall                 
be the greater of (i) $25 or (ii) the difference between the                    
original sales charge on the Units owned and the sales charge                   
on the Exchange Trust.                                                          

REINVESTMENT PROGRAMS     

Unit Holders may elect to have interest                 
distributions, principal distributions or both interest and                     
principal distributions with respect to their Units (rounded                    
down to the nearest dollar) automatically reinvested in either                  
additional Units of the Trust, without a sales charge, or                       
shares of the Dean Witter U.S. Government Money Market Trust,                   
without a sales charge.  The Dean Witter U.S. Government Money                  
Market Trust is composed primarily of high-yielding short-term                  
government securities that are managed by the InterCapital                      
Division of the Sponsor.  The Unit Holder may participate in                    
either of the Trust's reinvestment programs (a "Program") by                    
contacting an account executive of the Sponsor.  The Unit                       
Holder's election must be received by the Trustee at least ten                  
days prior to the Record Day applicable to any distribution in                  
order for a Program to be in effect as to such distribution.                    
Elections may be modified or revoked on similar notice.  The                    
Sponsor may suspend or terminate either or both reinvestment                    
option(s) at its discretion.  Thereafter, distributions                         
received by the Trust would be distributed in monthly                           
installments to all Unit Holders.                                               

Such distributions, to the extent reinvested in Units   
of the Trust, will be used by the Trustee at the direction of                   
the Sponsor in one or both of the following manners.  (i) The                   

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distributions may be used by the Trustee to purchase Units of                   
this Series of the Trust held in the Sponsor's inventory.  The                  
purchase price payable by the Trustee for each of such Units                    
will be equal to the applicable Trust evaluation per Unit on                    
(or as soon as possible after) the close of business on the                     
Distribution Date.  The Units so purchased by the Trustee will                  
be issued or credited to the accounts of Unit Holders                           
participating in the Program.  (ii) If there are no Units in                    
the Sponsor's inventory, the Sponsor may purchase additional                    
Securities in order to maintain, as closely as practical, the                   
proportionate relationship between the Securities in the Trust                  
at the time of creation of the additional Units.  The                           
additional securities will be deposited by the Sponsor with the                 
Trustee in exchange for new Units.  The distributions may then                  
be used by the Trustee to purchase the new Units from the                       
Sponsor.  The price for such new Units will be the applicable                   
Trust evaluation per Unit on (or as soon as possible after) the                 
close of business on the Distribution Date.  (See:  "Public                     
Offering -- Public Offering Price".)  The Units so purchased by                 
the Trustee will be issued or credited to the accounts of Unit                  
Holders participating in the Program.                                           

No fractional Units will be issued under any            
circumstances.  If, after the maximum number of full Units have                 
been issued or credited at the applicable price, there remains                  
a portion of the distribution which is not sufficient to                        
purchase a full Unit at such price, the Trustee shall hold such                 
cash for the benefit of such Unit Holder and shall apply such                   
cash on the next Distribution Date, along with any                              
distributions then made, toward the purchase of additional full                 
Units in accordance with the Program.  The cost of                              
administering the program will be borne by the Trust and thus                   
will be borne indirectly by all Unit Holders.                                   

Participation in either of the Programs is              
conditioned on such Program's lawful qualification for sale in                  
the state in which the Unit Holder is a resident.  For more                     
information concerning the Dean Witter U.S. Government Money                    
Market Trust, the Unit Holder should contact an account                         
executive of the Sponsor.  A Unit Holder who elects to reinvest                 
distributions in the Dean Witter U.S. Government Money Market                   
Trust will be sent a prospectus for such trust.  The Unit                       
Holder should read such prospectus carefully before deciding to                 
participate in this Program.  A Unit Holder's election to                       
participate in either reinvestment program will apply to all                    
Units of the Trust owned by such Unit Holder.                                   

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REDEMPTION      

Right of Redemption                                                             

Units represented by a Certificate may be redeemed at   
the Redemption Price, computed as set forth below, upon tender                  
of such Certificate to the Trustee at its unit investment trust                 
office in the City of New York, properly endorsed or                            
accompanied by a written instrument of transfer in form                         
satisfactory to the Trustee, as set forth in the Certificate,                   
and executed by the Unit Holder or its authorized attorney.  A                  
Unit Holder may tender his Units for redemption at any time                     
after the settlement date for purchase, whether or not such                     
Unit Holder has received a definitive Certificate.  The                         
Redemption Price per Unit is calculated by adding to the                        
current bid prices for the Securities in the Trust (1) any                      
money in the Principal Account and Interest Account, other than                 
money required to redeem tendered Units, (2) a proportionate                    
share of accrued interest and undistributed interest income on                  
the Securities not subject to collection and distribution,                      
determined to the day of tender plus a sum equivalent to the                    
amount of accrued interest which would have been payable with                   
respect to such tendered Units to, but not including, the fifth                 
business day following the date of tender, deducting therefrom                  
expenses of the Trustee, the Sponsor, the Evaluator and counsel                 
and taxes, if any, and dividing the resulting sum by the number                 
of Units outstanding as of the date of such computation.  There                 
is no sales charge incurred when a Unit Holder tenders Units to                 
the Trustee for redemption.  The Unit Holder is entitled to                     
receive the Redemption Price on the seventh calendar day                        
following tender.  The date of tender is deemed to be the date                  
on which Units are received by the Trustee, except that as                      
regards Units received after the Evaluation Time, the date of                   
tender is the first day after such date on which the New York                   
Stock Exchange is open for trading, and such Units will be                      
deemed to have been tendered to the Trustee on such day for                     
redemption at the Redemption Price computed on that day.                        

Any amounts to be paid on redemption representing       
interest shall be withdrawn from the Interest Account to the                    
extent funds are available.  All other amounts paid on                          
redemption shall be withdrawn from the Principal Account.  The                  
Trustee is authorized by the Indenture to sell Securities in                    
order to provide funds for redemption.  To the extent                           
Securities are sold, the size of a Trust will be reduced and                    
the proportions of types of Securities in the Trust will                        
change.  Such sales may be required at a time when Securities                   
would not otherwise be sold and might result in lower prices                    
than might otherwise be realized.  Moreover, due to the minimum                 
principal amount in which Securities may be required to be                      
sold, the proceeds of such sales may exceed the amount                          
necessary for payment of Units redeemed.  Such excess proceeds                  

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will be distributed pro rata to all remaining Unit Holders of                   
record.                                                                         

Securities to be sold for purposes of redeeming Units   
will be selected from a list supplied by the Sponsor.                           
Securities will be chosen for this list by the Sponsor on the                   
basis of such market and credit factors as it may determine are                 
in the best interest of the Trust.  Provision is made under the                 
Indenture for the Sponsor to specify minimum face amounts in                    
which blocks of Securities are to be sold in order to obtain                    
the best price for the Trust.                                                   

Computation of Redemption Price                                                 

The value of the Trust is determined as of the          
Evaluation Time stated under "Summary of Essential                              
Information", above, and (a) semiannually, on June 30 and                       
December 31 of each year (or the last business day prior                        
thereto), (b) on the day on which any Unit is tendered for                      
redemption and (c) on any other business day desired by the                     
Trustee or requested by the Sponsor:                                            

(1) by adding:  the aggregate bid side evaluation of                
Securities in the Trust, as determined by the Evaluator; cash                   
on hand in the Trust or moneys in the process of being                          
collected from matured interest coupons or bonds prepaid,                       
matured or called for redemption, other than money deposited to                 
purchase Contract Obligations or money credited to the Reserve                  
Account; and accrued but unpaid interest on the Securities at                   
the close of business on the date of such Evaluation; and then,                 

(2) by deducting from the resulting figure:  amounts                
representing any applicable taxes or governmental charges                       
payable out of the Trust for the purpose of making an addition                  
to the reserve account (as defined in the Indenture, the                        
"Reserve Account"), amounts representing accrued expenses of                    
the Trust (including, but not limited to, amounts representing                  
unpaid fees of the Trustee, the Sponsor, bond counsel and the                   
Evaluator) and monies held for distribution to Unit Holders of                  
record as of a date prior to the evaluation being made on the                   
days or dates set forth above; and then,                                        

(3) by dividing the result of the above computation by the          
total number of Units outstanding on the date of evaluation.                    
The resulting figure equals the Redemption Price per Unit.                      

Postponement of Redemption                                                      

The right of redemption may be suspended and payment    
of the Redemption Price per Unit postponed for more than seven                  
calendar days following a tender of Units for redemption for                    
any period during which the New York Stock Exchange, Inc. is                    

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closed, other than for customary weekend and holiday closings,                  
or during which trading on that Exchange is restricted or an                    
emergency exists as a result of which disposal or evaluation of                 
the Securities is not reasonably practicable, or for such other                 
periods as the Securities and Exchange Commission may by order                  
permit.  The Trustee is not liable to any person or in any way                  
for any loss or damage that may result from any such suspension                 
or postponement.                                                                

RIGHTS OF UNIT HOLDERS      

Unit Holders                                                                    

A Unit Holder is deemed to be a beneficiary of the      
Trust created by the Indenture and vested with all right, title                 
and interest in the Trust created therein.  A Unit Holder may                   
at any time tender a Certificate to the Trustee for redemption.                 
Ownership of Units is evidenced by registered Certificates of                   
Beneficial Interest issued in denominations of one or more                      
Units and executed by the Trustee and the Sponsor.  These                       
Certificates are transferable or interchangeable upon                           
presentation at the corporate trust office of the Trustee,                      
properly endorsed or accompanied by an instrument of transfer                   
satisfactory to the Trustee and executed by the Unit Holder or                  
its authorized attorney, together with the payment of $2.00, if                 
required by the Trustee, or such other amount as may be                         
determined by the Trustee and approved by the Sponsor, and any                  
other tax or governmental charge imposed upon the transfer of                   
Certificates.  The Trustee will replace any mutilated, lost,                    
stolen or destroyed Certificate upon proper identification,                     
satisfactory indemnity and payment of charges incurred.  Any                    
mutilated Certificate must be presented to the Trustee before                   
any substitute Certificate will be issued.                                      

Certain Limitations                                                             

Consent of Unit Holders is not required except with     
respect to amendment and termination of the Trust.  (See:                       
"Amendment and Termination of the Indenture".)  Unit Holders                    
shall have no right to control the operation or administration                  
of the Trust in any manner, except upon the vote of 51% of the                  
Unit Holders outstanding at any time for purposes of amendment,                 
or termination of the Trust, all as provided in the Indenture;                  
however, no Unit Holder shall ever be under any liability to                    
any third party for any action taken by the Trustee, the                        
Evaluator or the Sponsor.                                                       

The death or incapacity of any Unit Holder will not     
operate to terminate the Trust nor entitle the legal                            
representatives or heirs of such Unit Holder to claim an                        
accounting or to take any other action or proceeding in any                     
court for a partition or winding up of the Trust.                               

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EXPENSES AND CHARGES      

Fees                                                                            

The Sponsor's fee is set forth in "Summary of           
Essential Information -- Sponsor's Annual Supervision Fee".                     
Such fee, which is calculated on an annual basis, is earned for                 
Portfolio supervisory services and is paid monthly.                             

For its services as Trustee under the Indenture, the    
Trustee receives annually the amount set forth under "Summary                   
of Essential Information", computed on the basis of the largest                 
principal amount of Securities in the Trust at any time during                  
the period with respect to which such compensation is made.                     
The Trustee also receives benefits to the extent that it holds                  
funds on deposit in various non-interest bearing accounts                       
created under the Indenture.                                                    

For each evaluation of the Securities in the Trust,     
the Evaluator shall receive against a statement submitted to                    
the Trustee without a fee as set forth under "Summary of                        
Essential Information".                                                         

The Sponsor's fee, Trustee's fees and the Evaluator's   
fees are payable as of each Record Date from the Interest                       
Account, to the extent funds are available and thereafter from                  
the Principal Account.  Any of such fees may be increased                       
without approval of the Unit Holders in accordance with the                     
terms of the Indenture.                                                         

Other Charges                                                                   

The following additional charges are or may be          
incurred by the Trust, as more fully described in the                           
Indenture:  (a) fees of the Trustee for extraordinary services,                 
(b) expenses of the Trustee (including legal and auditing                       
expenses) and of counsel designated by the Sponsor, (c) various                 
governmental charges, (d) expenses and costs of any action                      
taken by the Trustee to protect the Trust and the rights and                    
interests of the Unit Holders, (e) indemnification of the                       
Trustee for any loss, liability or expenses incurred by it in                   
the administration of the Trust without gross negligence, bad                   
faith or willful misconduct on its part or reckless disregard                   
of its obligations and duties, (f) indemnification of the                       
Sponsor for any losses, liabilities and expenses incurred in                    
acting as Sponsor or Depositor under the Indenture without                      
gross negligence, bad faith or willful misconduct or reckless                   
disregard of its obligations and duties, (g) expenditures                       
incurred in contacting Unit Holders upon termination of the                     
Trust and (h) to the extent then lawful, expenses (including                    
legal, auditing and printing expenses) of maintaining                           
registration or qualification of the Units and/or the Trust                     

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under Federal or state securities laws so long as the Sponsor                   
is maintaining a market for the Units.                                          

The fees and expenses set forth herein are payable      
out of each Trust and when so paid by or owing to the Trustee                   
are secured by a lien on that Trust.  If the balances in the                    
Interest and Principal Accounts are insufficient to provide for                 
amounts payable by the Trust, the Trustee has the power to sell                 
Securities to pay such amounts.  To the extent Securities are                   
sold, the size of the Trust will be reduced and the proportions                 
of the types of Securities will change.  Such sales might be                    
required at a time when Securities would not otherwise be sold                  
and might result in lower prices than might otherwise be                        
realized.  Moreover, due to the minimum principal amount in                     
which Securities may be required to be sold, the proceeds of                    
such sales may exceed the amount necessary for the payment of                   
such fees and expenses.                                                         

ADMINISTRATION OF THE TRUST       

Records and Accounts                                                            

The Trustee will keep records and accounts of all       
transactions of the Trust at its unit investment trust office                   
at 770 Broadway, New York, New York 10003.  These records and                   
accounts and executed copies of the Indenture will be available                 
for inspection by Unit Holders at reasonable times during                       
normal business hours.  The Trustee will additionally keep on                   
file for inspection by Unit Holders a current list of the                       
Securities held in the Trust.  In connection with the storage                   
and handling of certain Securities deposited in the Trust, the                  
Trustee is authorized to use the services of Depository Trust                   
Company.  These services would include safekeeping of the                       
Securities, coupon-clipping, computer book-entry transfer and                   
institutional delivery services.  The Depository Trust Company                  
is a limited purpose trust company organized under the Banking                  
Law of the State of New York, a member of the Federal Reserve                   
System and a clearing agency registered under the Securities                    
Exchange Act of 1934.                                                           

Distribution                                                                    

The Trustee will collect the interest on the            
Securities (including monies representing penalties for the                     
failure to make timely payments on the Securities, liquidated                   
damages for default or breach of any condition or term of the                   
Securities, and monies paid (if any) pursuant to any contract                   
of insurance representing interest on the Securities) as it                     
becomes payable, and credit such interest to a separate                         
Interest Account created by the Indenture.  All monies received                 
by the Trustee from sources other than interest will be                         
credited to a separate Principal Account.  All funds collected                  

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or received will be held by the Trustee in trust without                        
interest to Unit Holders as part of the Trust or the Reserve                    
Account (if any) established pursuant to the Indenture, for                     
taxes or charges referred to herein until required to be                        
disbursed in accordance with the provisions of the Indenture.                   

Distribution of Interest and Principal                                          

Interest and principal received by the Trust, net of    
expenses and charges, will be distributed on each Distribution                  
Date on a pro rata basis to Unit Holders of record as of the                    
preceding Record Date.  All distributions will be net of                        
applicable expenses, funds required for the redemption of Units                 
and, if applicable, reimbursements to the Trustee for interest                  
payments advanced to Unit Holders.  (See:  "Summary of                          
Essential Information", "Expenses and Charges" and                              
"Redemption".)                                                                  

The pro rata share of the Interest Account and the      
pro rata share of cash in the Principal Account represented by                  
each Unit will be computed by the Trustee each month as of the                  
Record Date.  (See:  "Summary of Essential Information".)                       
Proceeds received from the disposition of any of the Securities                 
subsequent to a Record Date and prior to the next succeeding                    
Distribution Date will be held in the Principal Account and                     
will not be distributed until the following Distribution Date.                  
The distribution to Unit Holders as of each Record Date will be                 
made on the following Distribution Date or shortly thereafter                   
and shall consist of an amount substantially equal to such Unit                 
Holders' pro rata share of the Interest Account after deducting                 
estimated expenses (the "Interest Distribution") plus such Unit                 
Holders' pro rata share of the cash balance in the Principal                    
Account computed as of the close of business on the preceding                   
Record Date.  Persons who purchase Units between a Record Date                  
and a Distribution Date will receive their first distribution                   
on the second Distribution Date following their purchase of                     
Units.  No distribution need be made from the Principal Account                 
if the balance therein is less than an amount sufficient to                     
distribute $.005 per Unit.  The Interest Distribution per Unit                  
initially will be in the amount shown under "Summary of                         
Essential Information" and will change as the income and                        
expenses of the Trust change and as Securities are exchanged,                   
redeemed, paid down or sold.  Funds which are available for                     
future distributions, payments of expenses and redemptions are                  
in accounts which are non-interest bearing to Unit Holders and                  
are available for use by The Chase Manhattan Bank,                              
pursuant to normal banking procedures.                                          

The Trust has been structured so that a positive cash   
balance in the Interest Account will be available to pay the                    
current expenses and charges of the Trust.  Therefore, it is                    
not anticipated that the Trustee will have to sell Securities                   

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in the Trust to pay such expenses.  The Trustee, when making                    
Interest Distributions, will have previously deducted from the                  
Interest Account the expenses and charges mentioned above, and                  
thus will distribute on each Distribution Date an amount which                  
will be less than the interest accrued on the Securities to                     
each Unit Holder on or immediately prior to such Distribution                   
Date by amounts equal to the current expenses and charges of                    
the Trust.                                                                      

Reports to Unit Holders                                                         

With each distribution from the Interest Account or     
Principal Account of the Trust, the Trustee will furnish to the                 
Unit Holders, a statement of the amount being distributed,                      
expressed in each case as a dollar amount per 1,000 Units.  In                  
the event that the Issuer of any of the Securities fails to                     
make payment when due of any interest or principal and such                     
failure results in a change in the amount which would otherwise                 
be distributed as a periodic distribution, the Trustee will,                    
with the first such distribution following such failure, set                    
forth in an accompanying statement, the Issuer and the                          
Securities, the amount of the reduction in the distribution per                 
Unit resulting from such failure, the percentage of the                         
aggregate face amount of Securities which such Security                         
represents and, to the extent then determined, information                      
regarding any disposition or legal action with respect to such                  
Security.  Within a reasonable period of time after the end of                  
each calendar year, but in no event later than February 15, the                 
Trustee will furnish to each person who at any time during such                 
calendar year was a Unit Holder of record a statement setting                   
forth:                                                                          

As to the Interest Account:  the amount of interest     
received on the Securities and amounts representing penalties                   
for the failure to make timely payments on any of the                           
Securities or liquidated damages for default or breach of any                   
condition or terms of any of the Securities (or any instrument                  
underlying any of the Securities); the amount paid from the                     
Interest Account upon the redemption of Units; the deductions                   
from the Interest Account for applicable taxes, and fees and                    
expenses of the Sponsor, the Trustee, the Evaluator and                         
counsel; any other amounts credited to or deducted from the                     
Interest Account; and the net amount remaining after such                       
payments and deductions expressed both as a total dollar amount                 
and as a dollar amount per 1,000 Units outstanding on the last                  
business day of such calendar year.                                             

As to the Principal Account:  the dates of the sale,    
maturity, liquidation or redemption of any of the Securities                    
and the net proceeds received therefrom and from the prepayment                 
of principal of the Securities, excluding any portion credited                  
to the Interest Account; the amount paid from the Principal                     

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Account representing Units which were redeemed; if amounts in                   
the Interest Account were insufficient, the deductions from the                 
Principal Account, if any, for payment of applicable taxes,                     
fees and expenses of the Sponsor, the Trustee, the Evaluator                    
and counsel; if amounts in the Interest Account were                            
insufficient, the deductions from the Principal Account for any                 
other amounts credited to or deducted from the Interest                         
Account; and the net amount remaining after such payments and                   
deductions expressed both as a total dollar amount and as a                     
dollar amount per 1,000 Units outstanding on the last business                  
day of such calendar year.                                                      

The following information:  a list of the Securities    
as of the last business day of such calendar year; the number                   
of Units outstanding on the last business day of such calendar                  
year; the Redemption Price per 1,000 Units based on the last                    
Trust evaluation made during such calendar year; and the                        
amounts actually distributed during such calendar year from the                 
Interest and Principal Accounts, separately stated, expressed                   
both as total dollar amounts and as dollar amounts per 1,000                    
Units outstanding on the Record Dates for such distributions.                   

In order to comply with state and local tax reporting   
requirements, the Trustee will furnish to Unit Holders, upon                    
request, evaluations of the Securities as determined by the                     
Evaluator.  The accounts of the Trust shall be audited not less                 
frequently than annually by independent certified public                        
accountants designated by the Sponsor, and the report of such                   
accountants will be furnished by the Trustee to Unit Holders                    
upon request.                                                                   

SPONSOR     

Dean Witter Reynolds Inc. ("Dean Witter") is a          
corporation organized under the laws of the State of Delaware                   
and is a principal operating subsidiary of Dean Witter,                         
Discover & Co. ("DWDC"), a publicly-traded corporation.  Dean                   
Witter is a financial services company that provides to its                     
individual, corporate, and institutional clients services as a                  
broker in securities and commodities, a dealer in corporate,                    
municipal, and government securities, an investment banker, an                  
investment adviser, and an agent in the sale of life insurance                  
and various other products and services.  Dean Witter is a                      
member firm of the New York Stock Exchange, the American Stock                  
Exchange, the Chicago Board Options Exchange, other major                       
securities exchanges and the National Association of Securities                 
Dealers, and is a clearing member of the Chicago Board of                       
Trade, the Chicago Mercantile Exchange, the Commodity Exchange                  
Inc., and other major commodities exchanges.  Dean Witter is                    
currently servicing its clients through a network of                            
approximately 375 domestic and international offices with                       

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approximately 7,500 account executives servicing individual and                 
institutional client accounts.                                                  

Limitations on Liability                                                        

The Sponsor is liable for the performance of its        
obligations arising from its responsibilities under the                         
Indenture, but will be under no liability to Unit Holders for                   
taking any action or refraining from taking any action in good                  
faith or for errors in judgment or liable or responsible in any                 
way for depreciation or loss incurred by reason of the sale of                  
any Securities, except in case of its own willful misfeasance,                  
bad faith, gross negligence or reckless disregard for its                       
obligations and duties.  (See:  "Sponsor -- Responsibility".)                   

Responsibility                                                                  

In order to maintain the sound investment character     
of the Trust, the Indenture permits the Sponsor to direct the                   
Trustee to dispose of any Security upon the happening of                        
certain events, including, without limitations, default on the                  
payment of principal or interest, or both, and not promptly                     
cured, legal actions which might adversely affect future                        
declaration and payment of principal or interest, institution                   
of certain legal proceedings, a breach under certain documents                  
which regulate the Securities or such other adverse market or                   
credit factors, as in the opinion of the Sponsor would make                     
retention of a Security detrimental to the Trust and to the                     
interests of the Unit Holders.  The Sponsor may also direct the                 
Trustee to dispose of a Security if such disposition is                         
desirable to maintain the qualification of the Trust as a                       
"regulated investment company" under the Internal Revenue Code.                 

The Sponsor intends to monitor continuously             
developments affecting the Securities in the Trust in order to                  
determine whether the Trustee should be directed to dispose of                  
any such Securities.                                                            

In the event that an offer shall be made by an          
obligor of any of the Securities to issue new obligations                       
and/or other property in exchange and substitution for any                      
issue of Securities pursuant to a plan for the refunding or                     
refinancing of such Securities or the restructuring of such                     
issuer's securities, the Depositor shall instruct the Trustee                   
to accept or reject such offers or to take any other action                     
with respect thereto.                                                           

Any property received in such exchange, other than a    
debt obligation, shall be sold for cash by the Trust as soon as                 
practicable and the proceeds credited to the Principal Account                  
and distributed to the holders of Units on the Record Date next                 
following the date of receipt of such cash.  Any obligations so                 

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received in exchange, substitution or pursuant to reinvestment                  
will be held by the Trustee subject to the terms and conditions                 
of the Indenture to the same extent as Securities originally                    
deposited thereunder.  Within five days after the deposit of                    
obligations in exchange or substitution for any of the                          
underlying Securities, the Trustee is required to give notice                   
thereof to each Unit Holder, identifying the Securities                         
eliminated and the Securities substituted therefor.                             

Resignation                                                                     

If at any time the Sponsor shall resign under the       
Indenture or shall fail to perform or be incapable of                           
performing its duties thereunder or shall become bankrupt or if                 
its affairs are taken over by public authorities, the Indenture                 
directs that if upon such action by the Sponsor there would be                  
no Sponsor then acting, the Trustee shall either (1) appoint a                  
successor Sponsor or Sponsors at rates of compensation deemed                   
reasonable by the Trustee not exceeding amounts prescribed by                   
the Securities and Exchange Commission, or (2) terminate the                    
Trust.  The Trustee will promptly notify Unit Holders of any                    
such action.                                                                    

TRUSTEE     

The Trustee is The Chase Manhattan Bank, a New York     
Bank, with its principal executive office at 270 Park Avenue,                   
New York, New York 10017 and its unit investment trust office                   
at 770 Broadway, New York, New York 10003.  The Trustee is                      
subject to supervision by the Superintendent of Banks of the                    
State of New York, the Federal Deposit Insurance Corporation                    
and the Board of Governors of the Federal Reserve System.  In                   
connection with the storage and handling of certain Securities                  
deposited in a Trust, the Trustee may use the services of the                   
Depository Trust Company.  These services may include                           
safekeeping of the Securities and coupon-clipping, computer                     
book-entry transfer and institutional delivery services.  The                   
Depository Trust Company is a limited purpose trust company                     
organized under the Banking Law of the State of New York, a                     
member of the Federal Reserve System and a clearing agency                      
registered under the Securities Exchange Act of 1934.                           

Limitations on Liability                                                        

The Trustee shall not be liable or responsible in any   
way for depreciation or loss incurred by reason of the                          
disposition of any moneys, Securities or Certificates or in                     
respect of any evaluation or for any action taken in good faith                 
reliance on prima facie properly executed documents except in                   
cases of willful misfeasance, bad faith, gross negligence or                    
reckless disregard for its obligations and duties.  In                          
addition, the Indenture provides that the Trustee shall not be                  

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personally liable for any taxes or other governmental charges                   
imposed upon or in respect of the Trust which the Trustee may                   
be required to pay under current or future laws of the United                   
States or any other authority having jurisdiction.                              

Responsibility                                                                  

For information relating to the responsibilities of     
the Trustee under the Indenture, reference is made to the                       
material set forth under "Distribution", "Rights of Unit                        
Holders" and "Sponsor -- Resignation".                                          

Resignation                                                                     

By executing an instrument in writing and filing the    
same with the Sponsor and mailing a copy of a notice of                         
resignation to all Unit Holders then of record, the Trustee and                 
any successor may resign.  In such an event the Sponsor is                      
obligated to appoint a successor trustee as soon as possible.                   
If the Trustee becomes incapable of acting or becomes bankrupt                  
or its affairs are taken over by public authorities, the                        
Sponsor may remove the Trustee and appoint a successor as                       
provided in the Indenture.  The Sponsor may also remove the                     
Trustee in the event that the Sponsor determines that the                       
Trustee has materially failed to perform its duties under the                   
Indenture and the interest of Unit Holders has been                             
substantially impaired as a result, and such failure has                        
continued for a period of sixty days following the Trustee's                    
receipt of notice of such determination by the Sponsor.  Such                   
resignation or removal shall become effective upon the                          
acceptance of appointment by the successor trustee.  If upon                    
resignation of a trustee no successor has been appointed or, if                 
appointed, has not accepted the appointment within thirty days                  
after notification, the retiring trustee may apply to a court                   
of competent jurisdiction for the appointment of a successor.                   
The resignation or removal of a trustee becomes effective only                  
when the successor trustee accepts its appointment as such or                   
when a court of competent jurisdiction appoints a successor                     
trustee.                                                                        

EVALUATOR     

The Evaluator is Muller Data Corporation ("Muller       
Data"), a New York corporation with main offices located 395                    
Hudson Street, New York, New York, 10014.  Muller Data is a                     
wholly owned subsidiary of Thomson Publishing Corporation, a                    
Delaware corporation.                                                           

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Limitations on Liability                                                        

The Trustee, Sponsor and Unit Holders may rely on any   
evaluation furnished by the Evaluator and shall have no                         
responsibility for the accuracy thereof.  Determinations by the                 
Evaluator under the Indenture shall be made in good faith upon                  
the basis of the best information available to it.  The                         
Evaluator shall be under no liability to the Trustee, the                       
Sponsor, or Unit Holders for errors in judgment; except in                      
cases of willful misfeasance, bad faith, gross negligence or                    
reckless disregard of its obligations and duties.                               

Responsibility                                                                  

The Indenture requires the Evaluator to evaluate the    
Securities in the Trust on the basis of their bid prices on the                 
last business day of June and December in each year, on the day                 
on which any Unit is tendered for redemption and on any other                   
day such evaluation is desired by the Trustee or is requested                   
by the Sponsor.  For information relating to the responsibility                 
of the Evaluator to evaluate the Securities on the basis of                     
their bid prices, see:  "Public Offering of Units -- Public                     
Offering Price".                                                                

Resignation                                                                     

The Evaluator may resign or may be removed by the       
Sponsor, and in such event, the Sponsor and the Trustee is to                   
use its best efforts to appoint a satisfactory successor.  Such                 
resignation or removal shall become effective upon the                          
acceptance of appointment by a successor evaluator.  If upon                    
resignation of the Evaluator no successor has accepted                          
appointment within thirty days after notice of resignation, the                 
Evaluator may apply to a court of competent jurisdiction for                    
the appointment of a successor.                                                 

AMENDMENT AND TERMINATION OF THE INDENTURE      

Amendment                                                                       

The Indenture may be amended from time to time by the   
parties thereto without the consent of any of the Unit Holders                  
when such an amendment is (1) to cure any ambiguity or to                       
correct or supplement any provision of the Indenture which may                  
be defective or inconsistent with any other provision contained                 
therein, (2) to change any provision as required by the                         
Securities and Exchange Commission, (3) to add or change any                    
provision as is necessary or advisable for the continued                        
qualification of the Trust as a regulated investment company,                   
(4) to permit the deposit of Additional Securities by                           
supplementing or amending the Indenture, or (5) to make such                    
other provisions as shall not adversely affect the interests of                 

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the Unit Holders; provided, that the Indenture may also be                      
amended by the Sponsor and the Trustee (or the performance of                   
any of the provisions of the Indenture may be waived) with the                  
consent of Unit Holders owning 51% of the Units of the Trust at                 
the time outstanding for the purposes of adding any provisions                  
to or changing in any manner or eliminating any of the                          
provisions of the Indenture or of modifying in any manner the                   
rights of Unit Holders.  In the event of any amendment, the                     
Trustee is obligated to notify promptly all Unit Holders of the                 
substance of such amendment.                                                    

Termination                                                                     

The Trust may be terminated at any time by the          
consent of the holders of 51% of the Units or upon the                          
maturity, redemption, payment, sale or other disposition, as                    
the case may be, of the last Security held in the Trust.                        
However, in no event may the Trust continue beyond the                          
Mandatory Termination Date set forth under "Summary of                          
Essential Information".  In the event of termination, written                   
notice thereof will be sent by the Trustee to all Unit Holders.                 
Within a reasonable period after termination, the Trustee will                  
sell any Securities remaining in the terminated Trust, and,                     
after paying all expenses and charges incurred by the Trust,                    
will distribute to each Unit Holder, upon surrender for                         
cancellation of his Certificate for Units, his pro rata share                   
of the balances remaining in the Interest and Principal                         
Accounts.  The sale of Securities in the Trust upon termination                 
may result in a lower amount than might otherwise be realized                   
if such sale were not required at such time.  For this reason,                  
among others, the amount realized by a Unit Holder upon                         
termination may be less than the principal amount of Securities                 
represented by the Units held by such Unit Holder.                              

LEGAL OPINIONS      

Certain legal matters in connection with the Units      
offered hereby have been passed upon by Cahill Gordon &                         
Reindel, a partnership including a professional corporation, 80                 
Pine Street, New York, New York 10005, as special counsel for                   
the Sponsor.                                                                    

AUDITORS      

The financial statements of the Trust included in       
this Prospectus have been examined by Deloitte & Touche LLP,                    
certified public accountants, as stated in their report                         
appearing herein, and are included in reliance upon such report                 
given upon the authority of that firm as experts in accounting                  
and auditing.                                                                   
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DESCRIPTION OF RATING*      

A Standard & Poor's Corporation rating on the units     
of an investment trust (hereinafter referred to collectively as                 
"units" and "fund") is a current assessment of creditworthiness                 
with respect to the investments held by such fund.  This                        
assessment takes into consideration the financial capacity of                   
the issuers and of any guarantors, insurers, lessees, or                        
mortgagors with respect to such investments.  The assessment,                   
however, does not take into account the extent to which fund                    
expenses or portfolio asset sales for less than the fund's                      
purchase price will reduce payment to the Unit Holder of the                    
interest and principal required to be paid on the portfolio                     
assets.  In addition, the rating is not a recommendation to                     
purchase, sell, or hold units, inasmuch as the rating does not                  
comment as to market price of the units or suitability for a                    
particular investor.                                                            

Funds rated "AAA" are composed exclusively of assets    
that are rated "AAA" by Standard & Poor's and/or certain                        
short-term investments.  Standard & Poor's defines its AAA                      
rating for such assets as the highest rating assigned by                        
Standard & Poor's to a debt obligation.  Capacity to pay                        
interest and repay principal is very strong.                                    

_________________________                                                       
*     As described by Standard & Poor's Corporation.                            

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<AUDIT-REPORT>                                                                  

INDEPENDENT AUDITORS' REPORT    

THE UNIT HOLDERS, SPONSOR AND TRUSTEE                                           
DEAN WITTER SELECT GOVERNMENT TRUST                                             
GNMA PORTFOLIO SERIES 17                                                        

We have audited the statement of financial condition and schedule of            
portfolio securities of the Dean Witter Select Government Trust GNMA            
Portfolio Series 17 as of May 31, 1996, and the related statements of           
operations and changes in net assets for the years ended May 31, 1996 and       
1995 and the period from June 22, 1993 (date of deposit) to May 31, 1994.       
These financial statements are the responsibility of the Trustee (see           
Footnote (a)(1)).  Our responsibility is to express an opinion on these         
financial statements based on our audits.                                       

We conducted our audits in accordance with generally accepted auditing          
standards.  Those standards require that we plan and perform the audit to       
obtain reasonable assurance about whether the financial statements are free     
of material misstatement.  An audit includes examining, on a test basis,        
evidence supporting the amounts and disclosures in the financial statements.    
Our procedures included confirmation of the securities owned as of May 31,      
1996 as shown in the statement of financial condition and schedule of           
portfolio securities by correspondence with The Chase Manhattan Bank,           
(formerly United States Trust Company of New York), the Trustee.  An audit      
also includes assessing the accounting principles used and the significant      
estimates made by the Trustee, as well as evaluating the overall financial      
statement presentation.  We believe that our audits provide a reasonable        
basis for our opinion.                                                          

In our opinion, the financial statements referred to above present fairly,      
in all material respects, the financial position of the Dean Witter Select      
Government Trust GNMA Portfolio Series 17 as of May 31, 1996, and the           
results of its operations and the changes in its net assets for the years       
ended May 31, 1996 and 1995 and the period from June 22, 1993 (date of          
deposit) to May 31, 1994 in conformity with generally accepted accounting       
principles.                                                                     

DELOITTE & TOUCHE LLP                                                           

July 25, 1996                                                                   
New York, New York                                                              

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</AUDIT-REPORT>                                                                 

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STATEMENT OF FINANCIAL CONDITION  

DEAN WITTER SELECT GOVERNMENT TRUST   
GNMA PORTFOLIO SERIES 17  

May 31, 1996  

TRUST PROPERTY  

Investments in Securities - at market value (cost                               
$42,782,889) (Note (a) and Schedule of Portfolio                            
Securities Notes (2) and (3))                                  $42,653,175  

Accrued interest receivable                                          258,133    

Receivable from Broker                                               372,716    

       Total                                                  43,284,024

LIABILITY AND NET ASSETS  

Less Liability:                                                                 

Cash overdraft                                                      9,131 

Net Assets:                                                                     

Balance applicable to 50,841,347 Units of                                 
fractional undivided interest outstanding                             
(Note (c)):                                                           

Capital, plus unrealized market deprecia-                           
tion of $129,714                           $42,653,175          

Undistributed principal and net investment                          
income (Note (b))                              621,718          

       Net assets                                            $43,274,893

Net asset value per Unit ($43,274,893 divided by 50,841,347 Units)    $.8512    

See notes to financial statements   

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STATEMENTS OF OPERATIONS  

DEAN WITTER SELECT GOVERNMENT TRUST   
GNMA PORTFOLIO SERIES 17  

                                                     For the period from
                              For the years ended    June 22, 1993
                                      May 31,        (date of deposit)
                               1996           1995   to May 31, 1994

Investment income - interest     $3,243,986      $2,883,071   $   632,657       

Other income                          8,827         204,441        47,700       

    Total income           3,252,813       3,087,512       680,357

Less Expenses:                                                                  

Trustee fees and expenses         92,865          60,305         9,545    

Sponsor fees                      12,163           9,424         3,239    

    Total expenses           105,028          69,729        12,784

Investment income -                                       
      net                  3,147,785       3,017,783       667,573

Net gain (loss) on investments:                                                 

Realized gain (loss) on                                                   
securities sold or                                                    
redeemed                       218,700          63,954        (5,667) 

Net unrealized market (depre-                                             
ciation) appreciation       (1,919,696)      3,137,363    (1,347,380) 

Net (loss) gain on                                        
       investments         (1,700,996)      3,201,317    (1,353,047)

Net increase (decrease) in net                                                  
assets resulting from opera-                                                
tions                          $1,446,789      $6,219,100   $  (685,474)    

See notes to financial statements   

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STATEMENTS OF CHANGES IN NET ASSETS   

DEAN WITTER SELECT GOVERNMENT TRUST   
GNMA PORTFOLIO SERIES 17  

                                                     For the period from
                              For the years ended    June 22, 1993
                                      May 31,        (date of deposit)
                               1996           1995   to May 31, 1994

Operations:                                                                     

Investment income - net        $ 3,147,785   $ 3,017,783   $   667,573    

Realized gain (loss) on                                                   
securities sold or redeemed      218,700        63,954        (5,667) 

Net unrealized market (depre-                                             
ciation) appreciation         (1,919,696)    3,137,363    (1,347,380) 

Net increase                                              
(decrease) in net                                     
assets resulting                                      
       from operations        1,446,789     6,219,100      (685,474)

Less Distributions to Unit Holders:                                             

Principal                       (2,807,365)   (1,246,253)     (183,762)   

Investment income - net         (3,172,750)   (2,802,427)     (598,100)   

     Total distributions     (5,980,115)   (4,048,680)     (781,862)

Plus Capital Share Transactions:                                                

Creation of 788,389 Units,                                                
26,043,984 Units and                                                  
25,815,070 Units,                                                     
respectively                     728,984    23,016,000    24,905,703  

Redemption of 1,778,096 Units                                             
and 528,000 Units             (1,570,539)     (465,606)         -     

Accrued interest on redemp                                                
tion                              (8,279)       (2,693)         -     

Total capital share                                       
      transactions            (849,834)   22,547,701    24,905,703

Net (decrease) increase in net                                                  
assets                           (5,383,160)   24,718,121    23,438,367     

Net assets:                                                                     

Beginning of period (Note (c))  48,658,053    23,939,932       501,565    

End of period (including un-                                              
distributed principal and                                             
net investment income of                                              
$621,718, $411,894 and                                                
$69,493, respectively)       $43,274,893   $48,658,053   $23,939,932  

See notes to financial statements   

F-4     

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NOTES TO FINANCIAL STATEMENTS     

DEAN WITTER SELECT GOVERNMENT TRUST     
GNMA PORTFOLIO SERIES 17    

May 31, 1996    

(a) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                  

The Trust is registered under the Investment Company Act of 1940 as a   
Unit Investment Trust.  The following is a summary of the significant           
accounting policies of the Trust:                                               

(1) Basis of Presentation                                                       

The Trustee has custody of and responsibility for all accounting        
and financial books, records, financial statements and related                  
data of the Trust and is responsible for establishing and                       
maintaining a system of internal controls directly related to, and              
designed to provide reasonable assurance as to the integrity and                
reliability of, financial reporting of the Trust.  The Trustee is               
also responsible for all estimates and accruals reflected in the                
Trust's financial statements.  The Evaluator determines the price               
for each underlying Security included in the Trust's Portfolio of               
Securities on the basis set forth in this Prospectus, "Public                   
Offering of Units - Public Offering Price".  Under the Securities               
Act of 1933 ("the Act"), as amended, the Sponsor is deemed to be                
an issuer of the Trust Units.  As such, the Sponsor has the                     
responsibility of an issuer under the Act with respect to                       
financial statements of the Trust included in the Trust's                       
Registration Statement under the Act and amendments thereto.                    

(2) Investments                                                                 

Investments are stated at market value as determined by the             
Evaluator based on the bid side evaluations on the last day of                  
trading during the period, except that value on the date of                     
initial deposit (June 22, 1993) represents the cost of investments              
to the Trust based on the offering side evaluations as of the date              
of deposit.  The cost of investments purchased subsequent to the                
date of initial deposit is based on the offering side evaluations               
at the date of purchase.                                                        

(3) Income Taxes                                                                

No provision for Federal income taxes has been made in the              
accompanying financial statements because the Trust has elected                 
and intends to continue to qualify for the tax treatment                        
applicable to "Regulated Investment Companies" under the Internal               
Revenue Code.  Under existing law, if the Trust so qualifies, it                
will not be subject to Federal income tax on net income and                     
capital gains that are distributed to Unit Holders.                             

(4) Expenses                                                                    

The Trust pays annual Trustee's fees, estimated expenses,               
Evaluator's fees, and annual Sponsor's portfolio supervision fees               
and may incur additional charges as explained under "Expenses and               
Charges - Fees" and "- Other Charges" in this Prospectus.                       

F-5     

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NOTES TO FINANCIAL STATEMENTS     

DEAN WITTER SELECT GOVERNMENT TRUST     
GNMA PORTFOLIO SERIES 17    

May 31, 1996    

(5) Other                                                                       

Certain amounts in the prior years' financial statements have been      
reclassified to conform with the current year's presentation.                   

(b) DISTRIBUTIONS                                                               

Monthly distributions of principal, prepayments of principal, if any,   
and interest received by the Trust are made to Unit Holders on or               
shortly after the twenty-third day of each month after deducting                
applicable expenses.  Receipts other than principal and interest, after         
deductions for redemptions and applicable expenses, are distributed as          
explained in "Administration of the Trust - Distribution of Interest            
and Principal" in this Prospectus.                                              

(c) ORIGINAL COST TO INVESTORS                                                  

The original cost to investors represents the aggregate initial public  
offering price as of the date of initial deposit (June 22, 1993)                
exclusive of accrued interest, computed on the basis set forth under            
"Public Offering of Units - Public Offering Price" in this Prospectus.          

A reconciliation of the original cost of Units to investors to the net  
amount applicable to investors as of May 31, 1996 follows:                      

  Cost of 500,000 Units at date of initial deposit         $   521,919
   Less:  Gross underwriting commissions (sales charge)         (20,354)
  Net cost to investors                                        501,565
  Net cost of subsequent deposits                           48,650,688
   Unrealized market depreciation                              (129,714)
   Cost of securities sold or redeemed                       (2,013,058)
   Principal paydowns                                        (4,356,306)
  Net amount applicable to investors                       $42,653,175

F-6     

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NOTES TO FINANCIAL STATEMENTS     

DEAN WITTER SELECT GOVERNMENT TRUST     
GNMA PORTFOLIO SERIES 17    

May 31, 1996    

(d) OTHER INFORMATION                                                           

Selected data for a Unit of the Trust during each period:               

                                                     For the period from
                              For the years ended    June 22, 1993
                                      May 31,        (date of deposit)
                                1996          1995   to May 31, 1994

Principal distributions                                           
during period               $.0542        $.0298      $.0153  

Net investment income dis-                                        
tributions during period    $.0613        $.0637      $.0558  

Net asset value at end                                            
of period                   $.8512        $.9388      $.9097  

Trust Units outstanding                                           
at end of period        50,841,347    51,831,054  26,315,070  

F-7     

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                                                        [Enlarge/Download Table]

                                   SCHEDULE OF PORTFOLIO SECURITIES                                                

                                 DEAN WITTER SELECT GOVERNMENT TRUST                                               
                                       GNMA PORTFOLIO SERIES 17                                                    

                                             May 31, 1996                                                          

                                                                                    Range of                       
Port-                                                                                Stated                        
folio                  Title of Securities            Face         Coupon           Maturity             Market    
 No.                     Contracted For              Amount         Rate            Dates<F4>         Value<F5><F6>

                                                                                                                   
  1.      Government National Mortgage                                                                             
          Association, Modified Pass-                                                                              
          Through Mortgage-Backed                                                                                  
          Securities                               $22,999,246      6.50%       4/15/23 - 8/15/24     $21,238,366  

  2.      Government National Mortgage                                                                             
          Association, Modified                                                                                    
          Pass-Through Mortgage-Backed                                                                             
          Securities                                22,534,492      7.00%       4/15/22 - 8/15/24      21,414,809  

                                                   $45,533,738                                        $42,653,175  

<F4> Each issue of Ginnie Maes listed above is an aggregate of individual Securities having varying                
ranges of maturities within the range specified above.  Each such issue is listed as one                           
category of Securities because current market conditions accord no difference in price among                       
Securities grouped together on the basis of the difference in their maturity dates.  (See "The                     
Trust - Summary Description of the Portfolio," herein.)                                                            

<F5> The market value of the Securities as of May 31, 1996 was determined by the Evaluator on the                  
basis of bid side evaluations for the Securities at such date.                                                     

<F6> At May 31, 1996 the unrealized market depreciation of Securities was comprised of the following:              

       Gross unrealized market appreciation           $   -                                                        

       Gross unrealized market depreciation           129,714                                                      

       Unrealized market depreciation                 $129,714                                                     

    The aggregate cost of the Securities for Federal income tax purposes was $42,782,889 at May 31,                
1996.                                                                                                              
                                    F-8                                                                            


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CONTENTS OF REGISTRATION STATEMENT      

This registration statement comprises the following     
documents:                                              

The facing sheet.                                       

The Cross Reference Sheet.                              

The Prospectus.                                         

The signatures.                                         

Consents of the Evaluator, Independent Auditors         
and Standard & Poor's; all other consents were          
previously filed.                                       

The following exhibits:                                 

23.   1a.    Consent of Muller Data Corporation.            

1b.   Consent of Independent Auditors.        

1d.   Consent of Standard & Poor's Ratings    
       Services, a division of The McGraw-Hill
Companies, Inc.                 

27.          Financial Data Schedule.                       

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CONSENT OF COUNSEL      

The consent of Counsel to the use of its name in the    
prospectus included in this Registration Statement is contained                 
in its opinion filed as EX-5 to this Registration Statement.                    

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SIGNATURES      

Pursuant to the requirements of the Securities Act of   
1933, the registrant, Dean Witter Select Government Trust, GNMA                 
Portfolio Series 17, certifies that it meets all of the                         
requirements for effectiveness of this Registration Statement                   
pursuant to Rule 485(b) under the Securities Act of 1933 and                    
has duly caused this Post-Effective Amendment No. 3 to the                      
Registration Statement to be signed on its behalf by the                        
undersigned, thereunto duly authorized, all in The City of New                  
York and State of New York on the 1st day of August, 1996.                      

    DEAN WITTER SELECT GOVERNMENT TRUST,
GNMA PORTFOLIO SERIES 17        
(Registrant)

By:  DEAN WITTER REYNOLDS INC.  
         (Depositor)

    Thomas Hines
    Thomas Hines
            Authorized Signatory

Pursuant to the requirements of the Securities Act of   
1933, this Post-Effective Amendment No. 3 to the Registration                   
Statement has been signed on behalf of Dean Witter Reynolds Inc.,               
the Depositor, by the following person in the following                         
capacities and by the following persons who constitute a majority               
of the Depositor's Board of Directors in The City of New York and               
State of New York on this 1st day of August, 1996.                              

                             DEAN WITTER REYNOLDS INC.

Name                          Office                                            

Philip J. Purcell             Chairman and Chief    )                           
   Executive Officer     )
   and Director<F34>     )

                               By:
                                              Thomas Hines
                                              Thomas Hines
                                                       Attorney-in-fact<F34>

_________________________                                                       
<F34>   Executed copies of the Powers of Attorney have been filed with the      
Securities and Exchange Commission in connection with the       
Registration Statement on Form S-6 for File No. 33-56389.       

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Name                          Office                                            

Richard M. DeMartini          Director<F34>                                     

Robert J. Dwyer               Director<F34>                                     

Christine A. Edwards          Director<F34>                                     

James F. Higgins              Director<F34>                                     

Stephen R. Miller             Director<F34>                                     

Richard F. Powers             Director<F34>                                     

Philip J. Purcell             Director<F34>                                     

_________________________                                                       
<F34>   Executed copies of the Powers of Attorney have been filed with the      
Securities and Exchange Commission in connection with the       
Registration Statement on Form S-6 for File No. 33-56389.       

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘485BPOS’ Filing		Date		First		Last			Other Filings
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		11/15/22		17
Filed on / Effective on:		8/1/96		12					497J
		7/25/96		59
		7/2/96		20		38
		5/31/96		15		66
		2/28/96		1					24F-2NT
		5/31/95		59
		5/31/94		59		65
		6/22/93		19		65
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