Dean Witter Select Government Trust GNMA Portfolio Series 17 – ‘485BPOS’ on 8/6/98

As of:  Thursday, 8/6/98   ·   Effective:  8/6/98   ·   Accession #:  840581-98-24   ·   File #:  33-26230

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Document/Exhibit                   Description                      Pages   Size 

 1: 485BPOS     S-6/A                                                 69    252K 
 3: EX-23       Consents of Experts and Counsel                        4     12K 
 4: EX-27       Financial Data Schedule (Pre-XBRL)                     3±    10K 
 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. 5                
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:                                           

MORGAN STANLEY 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                                 

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

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MORGAN STANLEY 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-                    
Indenture                         stration of the Trust-              
         Termination

7.   Changes of name                   *30                                      

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

9.   Litigation                        *30                                      

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

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

__________________                                                              

*30  Not applicable, answer negative or not required.                           

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

(a)  Type of Securities           Rights of Unit Holders              
(Registered or Bearer)                                      

(b)  Type of Securities           Administration of the               
(Cumulative or Distribu-     Trust-Distribution from        
tive)                        the Interest, Principal        
                   and Capital Gains Ac-
    counts

(c)  Rights of Holders as to      Rights of Unit Holders-             
Withdrawal or Redemption     Unit Holders; Redemp-          
                   tion; Public Offering
                     of Units-Secondary Mar-
                  ket; Exchange Option

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

(e)  Lapses or defaults with      *30                                 
respect to periodic pay-                                    
ment plan certificates                                      

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

(g)  Notice to Holders as to      Amendment and Termina-              
change in:                   tion of the Indenture          

1)   Assets of Trust         Administration of the          
                    Trust-Portfolio Super-
                vision; The Trust-
                    Summary Description of
           the Portfolio

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

__________________                                                              

*30  Not applicable, answer negative or not required.                           

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

3)   Provisions of Trust     Administration of the          
             Trust-Amendment

4)   Identity of Depositor   Resignation, Removal           
and Trustee             and 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 and       
                    Termination of the In-
     denture

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

3)   Provisions of Inden-    Administration of the          
ture                    Trust-Amendment           

4)   Identity of Depositor   *30                            
and Trustee                                       

11.  Type of securities comprising     The Trust-Summary De-                    
units                             scription of the Port-              
                   folio; Objectives and
                   Securities Selection;
                    Special Considerations

12.  Type of securities comprising     *30                                      
periodic payment certificates                                         

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

(b)  Certain information re-      *30                                 
garding periodic payment                                    
certificates                                                

__________________                                                              

*30  Not applicable, answer negative or not required.                           

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

(c)  Certain percentages          Public Offering of                  
                   Units-Public Offering
                    Price;-Profit of Spon-
                   sor;-Volume Discount;
             Exchange Option

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

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

(f)  Ratio of annual charges to   *30                                 
income                                                      

14.  Issuance of trust's securities    Introduction                             

15.  Receipt and handling of pay-      Public Offering of                       
ments from purchasers             Units-Profit of Sponsor             

16.  Acquisition and disposition of    Introduction; Admini-                    
underlying securities             stration of the Trust-              
                    Portfolio Supervision;
                  The Trust-Objectives
                   and Securities Selec-
                   tion Summary Descrip-
                   tion of the Portfolio

17.  Withdrawal or redemption by Se-   Redemption; Public Of-                   
curity Holders                    fering of Units-                    
              Secondary Market

18.  (a)  Receipt and disposition of   Administration of the                    
income                       Trust; Exchange Option;        
                    Rights of Unit Holders

(b)  Reinvestment of distribu-    Reinvestment Programs               
tions                                                       

__________________                                                              

*30  Not applicable, answer negative or not required.                           

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

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

(d)  Schedule of distribution     *30                                 

19.  Records, accounts and report      Administration of the                    
                     Trust; Resignation, Re-
                 moval and Liability

20.  Certain miscellaneous provi-      Administration of the                    
sions of the trust                Trust-Amendment; Termi-             
                  nation, Resignation,
                   Removal and Liability
                     Regarding the Trustee;-
                   Regarding the Sponsor

21.  Loans to security holders         *30                                      

22.  Limitations on liability          Resignation, Removal                     
           and Liability

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

24.  Other material provisions of      *30                                      
the 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 offi-   *30                                      
cials and affiliated persons of                                       
Depositor                                                             

__________________                                                              

*30  Not applicable, answer negative or not required.                           

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

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

30.  Persons controlling Depositor     *30                                      

31.  Payments by Depositor for cer-    *30                                      
tain other services                                                   

32.  Payments by Depositor for cer-    *30                                      
tain other services rendered to                                       
trust                                                                 

33.  Remuneration of employees of      *30                                      
Depositor for certain services                                        
rendered to trust                                                     

34.  Remuneration of other persons     *30                                      
for certain services rendered                                         
to trust                                                              

IV.  Distribution and Redemption of Securities                        

35.  Distribution of trust's securi-   Public Offering of                       
ties by states                    Units-Public Distribu-              
  tion

36.  Suspension of sales of trust's    *30                                      
securities                                                            

37.  Revocation of authority to dis-   *30                                      
tribute                                                               

38.  (a)  Method of distribution       Public Offering of                       
(b)  Underwriting agreements      Units                               
(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 prin-    Public Offering of                       
cipal underwriter                 Units-Profit of Sponsor             

__________________                                                              

*30  Not applicable, answer negative or not required.                           

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

41.  (a)  Business of principal un-    Miscellaneous-Sponsor                    
derwriter                                                   

(b)  Branch officers of princi-   *30                                 
pal underwriter                                             

(c)  Salesman of principal un-    *30                                 
derwriter                                                   

42.  Ownership of trust's securities   *30                                      
by certain persons                                                    

43.  Certain brokerage commissions     *30                                      
received by principal under-                                          
writer                                                                

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

(b)  Schedule as to offering      *30                                 
price                                                       

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

45.  Suspension of redemption rights   *30                                      

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

(b)  Schedule as to redemption    *30                                 
price                                                       

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

V.  Information concerning the Trustee or Custodian                   

__________________                                                              

*30  Not applicable, answer negative or not required.                           

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

48.  Organization and regulation of    Miscellaneous-Trustee                    
Trustee                                                               

49.  Fees and expenses of Trustee      The Trust-Estimated An-                  
                     nual Income and Current
                  Expenses and Charges

50.  Trustee's lien                    Expenses and Charges                     

VI.  Information concerning Insurance                                 
of Holders of Securities                                    

51.  (a)  Name and address of Insur-   *30                                      
ance Company                                                

(b)  Type of policies             *30                                 

(c)  Type of risks insured and    *30                                 
excluded                                                    

(d)  Coverage of policies         *30                                 

(e)  Beneficiaries of policies    *30                                 

(f)  Terms and manner of can-     *30                                 
cellation                                                   

(g)  Method of determining pre-   *30                                 
miums                                                       

(h)  Amount of aggregate premi-   *30                                 
ums paid                                                    

(i)  Who receives any part of     *30                                 
premiums                                                    

(j)  Other material provisions    *30                                 
of the Trust relating to                                    
insurance                                                   

VII.  Policy of Registrant                                            

__________________                                                              

*30  Not applicable, answer negative or not required.                           

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

52.  (a)  Method of selecting and      Administration of the                    
eliminating securities       Trust-Portfolio Super-         
from the Trust               vision; the Trust-             
                    Objectives and Securi-
               ties Selection; -
                    Summary Description of
           the Portfolio

(b)  Elimination of securities    *30                                 
from the Trust                                              

(c)  Policy of Trust regarding    Administration of the               
substitution and elimina-    Trust-Portfolio Super-         
tion of securities           vision; the Trust-             
                    Objectives and Securi-
            ties Selection
                     -Summary Description of
           the Portfolio

(d)  Description of any funda-    Administration of the               
mental policy of the Trust   Trust-Portfolio Super-         
                vision; the Trust-
                    Objectives and Securi-
            ties Selection
                     -Summary Description of
           the Portfolio

53.  (a)  Taxable status of the        Cover of Prospectus;                     
Trust                        Tax Status                     

(b)  Qualification of the Trust   Federal Taxation                    
as regulated investment      *30                            
company                                                     

VIII.  Financial and Statistical Information                          

54.  Information regarding the         *30                                      
Trust's past ten fiscal years                                         

55.  Certain information regarding     *30                                      
periodic payment plan certifi-                                        
cates                                                                 

__________________                                                              

*30  Not applicable, answer negative or not required.                           

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

56.  Certain information regarding     *30                                      
periodic payment plan certifi-                                        
cates                                                                 

57.  Certain information regarding     *30                                      
periodic payment plan certifi-                                        
cates                                                                 

58.  Certain information regarding     *30                                      
periodic payment plan certifi-     cates                              

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

__________________                                                              

*30  Not applicable, answer negative or not required.                           

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LOGO                                                                            

Morgan Stanley 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 port-                 
folio 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 com-                 
pleted.  The Units offered hereby are issued and outstanding                    
Units which have been acquired by the Sponsor either by pur-                    
chase 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 guar-                 
anteed or endorsed by, any bank, and the Units are not feder-                   
ally insured by the Federal Deposit Insurance Corporation, Fed-                 
eral Reserve Board, or any other agency.                                        

Prospectus dated August 6, 1998                 

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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.                                 

MORGAN STANLEY 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 Portfolios............      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              

A-1                 

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                                      Page

Certain Limitations..............................     29              
Expenses and Charges..................................     30                   
Fees.............................................     30              
Other Charges....................................     30              
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                                        

                            MORGAN STANLEY DEAN WITTER SELECT GOVERNMENT TRUST                               
                                         GNMA PORTFOLIO SERIES 17                                            

                                            As of May 31, 1998                                               

                                                                                                             

FACE AMOUNT OF SECURITIES             $33,273,753     DAILY RATE AT WHICH ESTIMATED NET                      
                                                        INTEREST ACCRUES PER 1,000 UNITS        .0132%       
NUMBER OF UNITS                        44,798,186                                                            
                                                      ESTIMATED CURRENT RETURN (based on                     
FRACTIONAL UNDIVIDED INTEREST IN THE                    Public Offering Price)<F2>              6.132%       
  TRUST REPRESENTED BY EACH UNIT       44,798,186                                                            
                                                      ESTIMATED LONG TERM RETURN (based on                   
PUBLIC OFFERING PRICE                                   Public Offering Price)<F2>              5.920%       

  Aggregate bid side evaluation                       RECORD DATE:  The seventeenth day of                   
    of Securities in the Trust        $33,269,309       each month                                           

  Divided by 44,798,186 Units                         DISTRIBUTION DATE:  The twenty-third                   
    multiplied by 1,000               $    742.65       day of each month                                    

  Plus sales charge 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)<F3>                         30.14       therein is less than $5 per 1,000                    
                                                        Units outstanding                                    
Public Offering Price per 1,000 Units      772.79                                                            
                                                      TRUSTEE'S ANNUAL FEE  (including                       
  Plus undistributed principal and                      estimated expenses and Evaluator's                   
    net investment income and                           fee) $2.47 per $1,000 face amount                    
    accrued interest per 1,000 Units        11.50<F1>   of underlying Securities                 $2.47       

    Adjusted Public Offering Price                    SPONSOR'S ANNUAL PORTFOLIO SUPERVISION                 
     (per 1,000 Units)                $    784.29       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                          $2.72       
  underlying Securities, $30.14                                                                              
  less than Adjusted Public                           EVALUATOR'S FEE FOR EACH EVALUATION:                   
  Offering Price per 1,000 Units)     $    754.15       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      5.011%                                                           
                                                      MANDATORY TERMINATION DATE:  January 1, 2042           
  Less estimated annual expenses per                                                                         
    1,000 Units ($2.72) expressed                                                                            
    as a percentage                          .272%    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                           4.739%      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 three business days after purchase) for Units purchased on May 29, 1998, the    
last trading date during the period.  (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.)                                                                                    

                                                A-3                                                          


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SUMMARY OF ESSENTIAL INFORMATION                  
(Continued)                 

THE TRUST -- The Morgan Stanley 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 Inden-                   
ture (as hereinafter defined).  The objectives of the Trust are                 
to provide safety of capital and to obtain current monthly dis-                 
tributions 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 in-                 
terest rates and ranges of maturities in the portfolio of the                   
Trust (the "Portfolio") at the time of the creation of the ad-                  
ditional Units.                                                                 

The guaranteed payment of principal and interest af-        
forded 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 addi-                  
tion, 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 ad-                 
vantage 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 de-          
rived from principal, prepayments of principal, if any, and in-                 
terest received by the Trust will be made, on or shortly after                  
the twenty-third day of each month to each Unit Holder of rec-                  
ord on the seventeenth day of such month.  Alternatively, Unit                  
Holders may elect to have their monthly distributions rein-                     
vested 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 13, 1998 in the                  
following percentages: 6.50% Ginnie Maes having a range of ma-                  
turity dates from May 15, 2023 to June 1, 2024 (50.60% of the                   

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aggregate principal amount of the Trust), and 7.00% Ginnie Maes                 
having a range of maturity dates from November 15, 2022 to                      
June 1, 2024 (49.40% 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 of-                    
fered at the Public Offering Price plus an amount equal to the                  
offered Units proportional share of accrued interest on the un-                 
derlying 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 Esti-                    
mated Current Return does not, however, take into account tim-                  
ing of distributions of income and any other amounts, nor any                   
delays in payment, on Units, and only partially takes into ac-                  
count the effect of premiums paid and discounts realized in the                 
purchase of Units.  Estimated Long-Term Return is the net an-                   
nual 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 Secu-        
rity is used to compute the Estimated Long-Term Return of the                   
Trust and is a critical factor in such computation.  The ex-                    
pected average life of a Security is the weighted average time                  
to principal repayment, after taking into account scheduled am-                 
ortization and assumed prepayments.  The estimated average life                 
of the Trust is the face value weighted average of the esti-                    
mated 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                     

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discount and higher if such Securities are priced at a premium.                 
To calculate estimated  average life for each of the Securi-                    
ties, the present average age of available Ginnie Maes in the                   
marketplace with the same coupon has been considered; the cal-                  
culation of estimated average life is based upon actual recent                  
prepayments, industry assumptions about prepayments and analy-                  
sis of several factors including, among other things, the cou-                  
pon, 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 av-                 
erage 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 re-                     
turns.  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, sub-                 
stitution, payment, prepayment or maturity of underlying Secu-                  
rities.  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 Esti-                 
mated 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 An-                   
nual 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 Mar-                 
ket".)  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 Securi-                  
ties.  (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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MORGAN STANLEY DEAN WITTER SELECT GOVERNMENT TRUST                  
GNMA PORTFOLIO SERIES 17                  
_______________                 

INTRODUCTION                  

The Morgan Stanley 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 De-                   
posit (collectively, the "Indenture")a, among Dean Witter Rey-                  
nolds 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 Morgan Stanley Dean Witter &                  
Co. ("MSDW"), a publicy traded corporation.  (See:  "Sponsor".)                 
The purpose and objectives of the Trust are to provide inves-                   
tors 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 certifi-                     
cates, which are taxable mortgage-backed Securities of the                      
modified pass-through type ("Ginnie Maes"), issued and guaran-                  
teed 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 execu-                  
tion 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 Cer-                  
tificates (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, al-                   
though 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.                                

a    Reference is hereby made to said Indenture and any state-                  
ments 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 de-         
posit additional Securities (the "Additional Securities"),                      
which may result in a potential corresponding increase in the                   
number of Units outstanding (the "Additional Units").  Such Ad-                 
ditional Units may be continuously offered for sale to the pub-                 
lic 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 maturi-                   
ties in the Portfolio at the time of the creation of the Addi-                  
tional Units.  Precise duplication of this original proportion-                 
ate relationship may not be possible because fractions of Gin-                  
nie Maes may not be purchased, but duplication will continue to                 
be the goal in connection with the deposit of any such Addi-                    
tional Securities.  Any deposit by the Sponsor of Additional                    
Securities will attempt to duplicate this original proportion-                  
ate relationship between principal amounts of Ginnie Maes of                    
specific interest rates and ranges of maturities in the Portfo-                 
lio established on the Date of Deposit.                                         

On July 13, 1998, each Unit represented the frac-           
tional 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 be-                    
cause Additional Securities may be deposited into the Trust                     
from time to time, the Trust is not expected to retain its pre-                 
sent 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 13, 1998, the Trust consisted of the Securi-        
ties 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 li-                  
able in any way for any default, failure or defect in any Secu-                 
rities.                                                                         

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                   

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value of the Portfolio, and hence of the Units, will decline                    
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 un-                  
derlying 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 experi-                   
enced 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 na-                  
tional debt, and material reformulations of Federal tax, mone-                  
tary and regulatory policies.  These conditions have been asso-                 
ciated with wide fluctuations in interest rates and thus in the                 
value of fixed rate debt obligations.  The Sponsor cannot pre-                  
dict 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, in-         
cluding the Securities in the Portfolio, is determined by a va-                 
riety of additional factors, including:  (i) the prevailing                     
structure and the direction of trends in the yield curve, par-                  
ticularly 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 invest-                  
ment portfolios of banking and thrift institutions, which could                 
be adversely affected by changes in the treatment of the Secu-                  
rities 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 insol-                   
vent, 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 participat-                 
ing 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 suffi-                  
cient to meet future needs, and enable GNMA to forbear request-                 
ing financial assistance from the Secretary of the Treasury                     

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pursuant to its established line of credit.  The Sponsor is un-                 
able 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 Securi-                   
ties".  (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 se-                 
curities offering the safety of capital provided by an invest-                  
ment guaranteed by the Government National Mortgage Association                 
but who do not wish to invest the minimum $25,000 which is re-                  
quired 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 Spon-                  
sor.  (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 cur-                     
rently prevailing interest rates.  The current returns of secu-                 
rities 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 secu-                 
rity at par will result in a reduction in yield.  If currently                  
prevailing interest rates for newly issued and otherwise compa-                 
rable securities increase, the market premium of previously is-                 
sued securities will decline and if currently prevailing inter-                 
est rates for newly issued comparable securities decline, the                   
market premium of previously issued securities will increase,                   
other things being equal.  Market premium attributable to in-                   
terest 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 guaran-         
teed as to payments of principal and interest by GNMA.  As used                 
herein, the term "Securities" includes all Ginnie Maes depos-                   
ited in the Trust listed under "Schedule of Portfolio Securi-                   
ties", herein, and any additional Ginnie Maes which may be ac-                  
quired 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 Informa-                    
tion".  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 securi-                  
ties within such group on the basis of the difference in the                    
maturity dates of each Ginnie Mae.  As long as this market con-                 
dition 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 fu-                  
ture, however, a difference in maturity could affect the market                 
value of the individual Ginnie Maes.  At such time, any addi-                   
tional purchases by the Trust will take into account the ma-                    
turities 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 respec-                   
tive 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 Gin-                  
nie Maes at par pursuant to prepayments of mortgages will oper-                 
ate 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 increas-                 
ing 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 pur-                   
chased 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 redemp-                  
tion, 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 secu-                  
rities, including the guaranty of GNMA; the basis of selection                  

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and acquisition of the Ginnie Maes included in the Portfolio;                   
and the expected life of the Ginnie Maes and the Trust.  The                    
"Schedule of Portfolio Securities" contains information con-                    
cerning 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 legisla-         
tion bearing on GNMA is subject to amendment by Congress in a                   
fashion that could materially affect the scope of GNMA's ac-                    
tivities 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 sec-                  
ondary 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 in-                    
sured by the Federal Housing Administration ("FHA") and guaran-                 
teed 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, in-        
cluding fraudulent activity in connection with mortgage origi-                  
nations and applications for a GNMA commitment; increasing num-                 
bers 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.                                                                        

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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                      
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 in-                   
terest 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 com-                  
mercial bank.  The issuer is responsible for acquiring, origi-                  
nating and servicing the mortgages; and for marketing the Gin-                  
nie 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 ca-                   
pacity 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 govern-                   
mental 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 princi-                  
pal 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 ad-                 
ditional criteria of GNMA.                                                      

To obtain a GNMA commitment to guarantee securities,        
an approved issuer will file with GNMA an application contain-                  
ing 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 mort-                   
gage 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 or-                  
der, GNMA will issue its commitment, and will assign a GNMA                     
pool number to the pool.  Upon completion of the required docu-                 
mentation (including detailed information as to the underlying                  
mortgages, a custodial agreement with a Federal or state regu-                  
lated financial institution satisfactory to GNMA pursuant to                    
which the underlying mortgages will be held in safekeeping, and                 

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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 aggre-                 
gate 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 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 in-                  
stallments.  All installments are applied first to interest and                 
then in reduction of principal balance then outstanding.  In-                   
terest 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, to-                    
gether 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 re-                    
ceived 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 pur-                   
pose, the guaranty agreements between the issuers and GNMA re-                  
quire the issuers to make advances sufficient for such pay-                     
ments.  If the issuers fail to make such payments, GNMA will do                 
so.                                                                             

Ginnie Maes are based upon and backed by the aggre-         
gate 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.                    

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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                   
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 Veter-                  
ans 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 un-                 
der 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 con-                   
stitute general obligations of the United States backed by its                  
full faith and credit."a                                                        

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 obliga-                   
tions 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 indi-                 
cated 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 reg-                 
istered 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.                     

a    Any statement in this Prospectus that a particular Secu-                   
rity 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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Life of the Securities and of the Trust                                         

Monthly payments of principal will be made, and addi-       
tional 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 mortga-                 
gors.  While the mortgages on 1- to 4-family dwellings underly-                 
ing 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, re-                 
financings 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.  How-                    
ever, 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 mort-                 
gages 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 be-                  
havior 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 borrow-                 
ers 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 prop-                  
erty.                                                                           

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                   

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Ginnie Mae investors.  It is not possible to meaningfully pre-                  
dict prepayment levels regarding the Ginnie Maes in the Portfo-                 
lio.  Therefore, the termination of the Trust might be acceler-                 
ated 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 circum-                  
stances may result in an accelerated termination of the 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 pay-                  
ment of an overall premium or a discount, respectively, above                   
or below the stated principal amounts of the underlying mort-                   
gages; 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 Stan-                  
dard & Poor's Corporation.  (See:  "Description of Rating".)                    
Standard & Poor's Corporation has been compensated by the Spon-                 
sor 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 Spon-                   
sor:  (i) the types of such securities available; (ii) the                      
prices and yields of such securities relative to other compara-                 
ble 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 Ad-                 
ditional Units) together with accrued and undistributed inter-                  
est thereon and undistributed cash representing payments and                    
prepayments of principal and proceeds realized from the dispo-                  

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sition 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 de-                 
scribed herein, the Trust is not expected to retain its present                 
size and composition.  The Indenture permits the Sponsor to in-                 
crease 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 13, 1998, each Unit represented the frac-           
tional undivided interest in the Trust set forth under "Summary                 
of Essential Information".  Thereafter, if any Units are re-                    
deemed 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 rep-                 
resented by each Unit in the balance will be decreased, al-                     
though the actual interest in the Trust represented by each                     
Unit will remain unchanged.  Units will remain outstanding un-                  
til 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 13, 1998, the estimated net annual income per       
1,000 Units was estimated to be the amount set forth above un-                  
der "Summary of Essential Information".  This figure is com-                    
puted by dividing the total gross annual interest income ex-                    
pected to be received by the Trust by the number of Units out-                  
standing 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 Securi-                 
ties are deposited into the Trust, as the expenses of the Trust                 

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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                     
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 Secu-                 
rities are deposited into the Trust, or as the expenses of the                  
Trust change.                                                                   

Payments received on the mortgages underlying the Se-       
curities in the Portfolio will consist of a portion represent-                  
ing interest and a portion representing principal.  Although                    
the aggregate monthly payment made by the obligor on each mort-                 
gage remains constant (aside from optional prepayments of prin-                 
cipal), in the early years the larger proportion of each such                   
payment will represent interest, while in later years, the pro-                 
portion 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 un-                   
paid principal balances of such underlying mortgages may have                   
been greatly reduced.  To the extent that the underlying mort-                  
gages bearing higher interest rates in the Portfolio are pre-                   
paid faster than the other underlying mortgages, the net annual                 
interest rate per 1,000 Units and the current return with re-                   
spect to the Units can be expected to decline.  Monthly pay-                    
ments to the Unit Holders will reflect all of the foregoing                     
factors.                                                                        

On July 13, 1998, 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 13, 1998, are set forth under "Summary of                   
Essential Information", herein, and give different information                  
about the return to investors.  Estimated Current Return on a                   

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Unit represents return based on the Public Offering Price and                   
the maximum applicable sales charge and is computed by multi-                   
plying 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 Offer-                  
ing Price per 1,000 Units (including the maximum sales charge                   
but not including accrued interest on the Securities).  Esti-                   
mated Current Return does not take into account timing of dis-                  
tributions of income and other amounts (including delays) on                    
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 esti-                   
mated 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, Esti-                   
mated Long-Term Return will be higher if the Trust contains se-                 
curities priced at a discount and lower if the securities are                   
priced at premium.  Conversely, if the Trust has a longer aver-                 
age 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 calcu-                  
late estimated average life of each of the Securities, an as-                   
sumption 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 es-                 
timation 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 esti-                    
mated average life calculated for the Trust is provided under                   
the "Summary of Essential Information", herein.  Both the pre-                  
payment 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 ac-                  
tual long term returns will be different from the estimated av-                 
erage 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                   

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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.                                                                         

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 inter-                  
est on a calendar month basis, accrued interest on the Securi-                  
ties 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 Rec-        
ord 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 im-                 
pact 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 inter-                  
est, 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 meet certain diver-                 
sification criteria regarding Trust investment, and must dis-                   
tribute 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                    

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income distributed to its Unit Holders.  If, in any taxable                     
year, the Trust were to fail to qualify as a regulated invest-                  
ment company under the Code, the Trust would be taxed for that                  
year in the same manner as an ordinary corporation and distri-                  
butions 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 ex-                 
tent derived from current or accumulated earnings and profits,                  
would be taxable to the recipient Unit Holders as ordinary in-                  
come even if those distributions might otherwise have been con-                 
sidered 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 invest-        
ment company for any year, it must pay out its earnings and                     
profits accumulated in that year (less the interest charge men-                 
tioned below, if applicable) and may be required to pay an in-                  
terest charge to the Treasury on 50% of such earnings and prof-                 
its before it can again qualify as a regulated investment com-                  
pany.                                                                           

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 distri-                  
bution 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 ex-                  
tent that the proceeds of sales or other dispositions are not                   
reinvested or used to redeem Units) of underlying Securities in                 
the Trust.                                                                      

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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 origi-                  
nal 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 al-                  
locable 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 in-                 
come, the amount of such distributions will be treated as a re-                 
turn 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 item-                   
ized deductions, including investment expenses.  The Code di-                   
rects 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 of-        
fered 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., in-                  

dividuals, 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 compu-                 
tations are made on a calendar year basis and the allocation of                 
such expenses among affected investors may be done by the regu-                 
lated 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 ap-       
ply to indirect deductions through a publicly offered regulated                 
investment company.  The term "publicly offered regulated in-                   
vestment company" is defined as meaning a regulated investment                  

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company the units of ownership of which are "continuously of-                   
fered" or regularly traded on an established securities market                  
or "held by or for no fewer than 500 persons at all times dur-                  
ing 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                     
which are redeemed (or in respect of which the liquidating dis-                 
tributions 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 circum-                   
stances, 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 20%.  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 Reve-                 
nue Service that they are subject to backup withholding.                        
Backup withholding is not an additional tax.  Any amounts with-                 
held 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 distributee                 
will be subject to United States federal withholding taxes at a                 
30% rate or a lesser rate established by treaty unless the dis-                 
tribution is a capital gain dividend.  Foreign Unit Holders                     

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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 advi-        
sors 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  par-                  
ticipation 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 ex-                  
penses 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 in-                  
vested.  The Sales Charge is 3.90% of the Public Offering                       
Price.  A proportionate share of accrued and undistributed in-                  
terest on the Securities to the settlement date for Units pur-                  
chased is also added to the Public Offering Price.  (See:                       
"Estimated Annual Income, Estimated Current Return and Esti-                    
mated 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 Addi-                     
tional 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 Securi-                   
ties 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                   

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(including the Sponsor), (b) if bid prices are not available                    
for the Securities, on the basis of current bid prices for com-                 
parable securities, (c) by determining the value of the Securi-                 
ties 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 pre-                   
ceding 24-hour period.  Evaluations, for purposes of redemp-                    
tions 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, dur-                  
ing which the total amount of payments (including prepayments,                  
if any) of principal for the preceding month on the various                     
mortgages underlying each of the Ginnie Maes in the Portfolio                   
will not yet have been reported by the issuer and made gener-                   
ally available to the public.  During this period, the precise                  
principal amount of the underlying mortgages remaining out-                     
standing 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 differ-                 
ences in such principal amounts from month to month will be ma-                 
terial 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 re-                   
spect 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.  Never-                  
theless, 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 Hold-                   
ers, designed to minimize the impact of such differences upon                   
the calculation of the Public Offering Price per Unit, the                      

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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 13, 1998, 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 Prospec-                 
tus at the then current Public Offering Price calculated 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 cus-                 
tomers 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 underwrit-                  
ing 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 mar-                 
ket for Units of this series of the Dean Witter Select Govern-                  
ment 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 Re-                  
purchase Price is computed by adding to the aggregate of the                    
bid prices of the Securities in the Trust, any money in the In-                 
terest 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                  

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on the Securities, deducting therefrom expenses of the Trustee,                 
Sponsor, Evaluator and counsel, and taxes, if any, and then di-                 
viding 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 cur-                  
rent 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, occasion-                 
ally, from time to time, or permanently, discontinue the repur-                 
chase of Units of this series at the Sponsor's Repurchase                       
Price.  In such event, although under no obligation to do so,                   
the Sponsor may, as a service to Unit Holders, offer to repur-                  
chase Units at the Redemption Price, a price based on the cur-                  
rent bid prices for the Securities, plus accrued interest.  Al-                 
ternatively, 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 Of-                   
fering 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 Spon-                  
sor 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 Secu-                  
rities 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 discon-                 

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tinue 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 re-                 
lated expenses relating to volume purchases.                                    

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

        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 sin-                 
gle 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 mar-                  

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ket 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 Morgan Stanley 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  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 per-                  
mit 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 re-                 
lated to advice, financial planning and operational expense re-                 
quired for the Exchange Option.  The following Exchange Trusts                  
are currently available:  the Dean Witter Select Municipal                      
Trust, the Morgan Stanley Dean Witter Select Government Trust,                  
the Morgan Stanley Dean Witter Select Equity Trust, the Dean                    
Witter Select Corporate Trust and the Dean Witter Select In-                    
vestment Trust.                                                                 

Each Exchange Trust has a different investment objec-       
tive; 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 Ex-                     
change 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 mar-                 
ket 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 avail-                   
able 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 fur-                  
ther instruction from the Unit Holder.                                          

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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 permit-                  
ted to make up any difference between the amount representing                   
the Units being submitted for exchange and the amount repre-                    
senting 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 an-                 
other 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.                     

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 Ex-                   
change 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 es-       
sentially 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 Pub-                  
lic 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 distribu-           
tions, 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                    

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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 secu-                 
rities 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 Pro-                   
gram 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 dis-                  
cretion.  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                   
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 partici-                  
pating in the Program.  (ii) If there are no Units in the Spon-                 
sor's inventory, the Sponsor may purchase additional Securities                 
in order to maintain, as closely as practical, the proportion-                  
ate relationship between the Securities in the Trust at the                     
time of creation of the additional Units.  The additional secu-                 
rities will be deposited by the Sponsor with the Trustee in ex-                 
change 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 evalua-                   
tion 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 par-                 
ticipating in the Program.                                                      

No fractional Units will be issued under any circum-        
stances.  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 accor-                    
dance 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.                                                               

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Participation in either of the Programs is condi-           
tioned on such Program's lawful qualification for sale in the                   
state in which the Unit Holder is a resident.  For more infor-                  
mation 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 distribu-                    
tions 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 par-                   
ticipate in this Program.  A Unit Holder's election to partici-                 
pate in either reinvestment program will apply to all Units of                  
the Trust owned by such Unit Holder.                                            

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 accompa-                   
nied 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 set-                  
tlement 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 ten-                  
dered 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 Spon-                  
sor, 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 com-                 
puted on that day.                                                              

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Any amounts to be paid on redemption representing in-       
terest shall be withdrawn from the Interest Account to the ex-                  
tent 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 pro-                 
vide 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 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.  Securi-                  
ties 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 Informa-                     
tion", 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 col-                     
lected from matured interest coupons or bonds prepaid, matured                  
or called for redemption, other than money deposited to pur-                    
chase Contract Obligations or money credited to the Reserve Ac-                 
count; 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 pay-                  
able 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 Evalua-                  

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tor) 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 evalua-                 
tion.  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                    
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 Cer-                  
tificates 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 at-                   
torney, together with the payment of $2.00, if required by the                  
Trustee, or such other amount as may be determined by the Trus-                 
tee and approved by the Sponsor, and any other tax or govern-                   
mental 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 Certifi-                 
cate will be issued.                                                            

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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 represen-                  
tatives or heirs of such Unit Holder to claim an accounting or                  
to take any other action or proceeding in any court for a par-                  
tition or winding up of the Trust.                                              

EXPENSES AND CHARGES                  

Fees                                                                            

The Sponsor's fee is set forth in "Summary of Essen-        
tial 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 cre-                  
ated 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 Essen-                 
tial Information".                                                              

The Sponsor's fee, Trustee's fees and the Evaluator's       
fees are payable as of each Record Date from the Interest Ac-                   
count, to the extent funds are available and thereafter from                    
the Principal Account.  Any of such fees may be increased with-                 
out approval of the Unit Holders in accordance with the terms                   
of the Indenture.                                                               

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Other Charges                                                                   

The following additional charges are or may be in-          
curred 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 ex-                   
penses) 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 Trus-                 
tee 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 negli-                   
gence, bad faith or willful misconduct or reckless disregard of                 
its obligations and duties, (g) expenditures incurred in con-                   
tacting 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 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 real-                  
ized.  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 4 New York Plaza, New York, New York 10004.  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                   

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the Securities held in the Trust.  In connection with the stor-                 
age 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 Securi-        
ties (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 Securi-                   
ties, and monies paid (if any) pursuant to any contract of in-                  
surance representing interest on the Securities) as it becomes                  
payable, and credit such interest to a separate Interest Ac-                    
count 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 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 re-                 
ferred 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 appli-                 
cable expenses, funds required for the redemption of Units and,                 
if applicable, reimbursements to the Trustee for interest pay-                  
ments 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".)  Pro-                 
ceeds 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                 

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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 Essen-                  
tial 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 dis-                   
tributions, payments of expenses and redemptions are in ac-                     
counts which are non-interest bearing to Unit Holders and are                   
available for use by The Chase Manhattan Bank, pursuant to nor-                 
mal 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                   
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, ex-                  
pressed 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 Securi-                  
ties, 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 dispo-                 
sition 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 fur-                   

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nish 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 Securi-                   
ties or liquidated damages for default or breach of any condi-                  
tion or terms of any of the Securities (or any instrument un-                   
derlying any of the Securities); the amount paid from the In-                   
terest 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 coun-                   
sel; any other amounts credited to or deducted from the Inter-                  
est 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                     
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 insuffi-                   
cient, 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 ex-                 
pressed 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 ac-                    
countants designated by the Sponsor, and the report of such ac-                 

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countants will be furnished by the Trustee to Unit Holders upon                 
request.                                                                        

SPONSOR                 

Dean Witter Reynolds Inc. ("Dean Witter") is a corpo-       
ration organized under the laws of the State of Delaware and is                 
a principal operating subsidiary of Morgan Stanley Dean Witter                  
& Co. ("MSDW" formerly known as Morgan Stanley, Dean Witter,                    
Discover & Co.), a publicly-traded corporation.  On May 31,                     
1997, Dean Witter, Discover & Co., Dean Witter's former parent                  
company, and Morgan Stanley Group Inc. merged to form MSDW.                     
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 corpo-                   
rate, 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, other major securities exchanges and the Na-                    
tional Association of Securities Dealers.  Dean Witter is cur-                  
rently servicing its clients through a network of more than 350                 
domestic and international offices with approximately 10,000                    
account executives servicing individual and institutional cli-                  
ent accounts.                                                                   

Limitations on Liability                                                        

The Sponsor is liable for the performance of its ob-        
ligations arising from its responsibilities under the Inden-                    
ture, 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 obliga-                   
tions 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 cer-                   
tain 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 decla-                 
ration 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 re-                 
tention of a Security detrimental to the Trust and to the in-                   

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terests of the Unit Holders.  The Sponsor may also direct the                   
Trustee to dispose of a Security if such disposition is desir-                  
able to maintain the qualification of the Trust as a "regulated                 
investment company" under the Internal Revenue Code.                            

The Sponsor intends to monitor continuously develop-        
ments affecting the Securities in the Trust in order to deter-                  
mine whether the Trustee should be directed to dispose of any                   
such Securities.                                                                

In the event that an offer shall be made by an obli-        
gor 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 secu-                  
rities, 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                 
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 underly-                 
ing 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 In-       
denture or shall fail to perform or be incapable of performing                  
its duties thereunder or shall become bankrupt or if its af-                    
fairs are taken over by public authorities, the Indenture di-                   
rects 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,                   

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New York, New York 10017 and its unit investment trust office                   
at 4 New York Plaza, New York, NY 10004.  The Trustee is sub-                   
ject 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 connec-                   
tion with the storage and handling of certain Securities depos-                 
ited in a Trust, the Trustee may use the services of the De-                    
pository 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 un-                  
der 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 disposi-                 
tion 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 In-                 
denture provides that the Trustee shall not be personally li-                   
able 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 mate-                 
rial 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 resig-                  
nation to all Unit Holders then of record, the Trustee and any                  
successor may resign.  In such an event the Sponsor is obli-                    
gated 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 materi-                  
ally failed to perform its duties under the Indenture and the                   
interest of Unit Holders has been substantially impaired as a                   

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result, and such failure has continued for a period of sixty                    
days following the Trustee's receipt of notice of such determi-                 
nation by the Sponsor.  Such resignation or removal shall be-                   
come effective upon the acceptance of appointment by the suc-                   
cessor trustee.  If upon resignation of a trustee no successor                  
has been appointed or, if appointed, has not accepted the ap-                   
pointment 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 ac-                   
cepts its appointment as such or when a court of competent ju-                  
risdiction appoints a successor trustee.                                        

EVALUATOR                 

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

Limitations on Liability                                                        

The Trustee, Sponsor and Unit Holders may rely on any       
evaluation furnished by the Evaluator and shall have no respon-                 
sibility 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 Evalua-                 
tor 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 Of-                 
fering 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 accep-                   

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tance of appointment by a successor evaluator.  If upon resig-                  
nation 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 appoint-                 
ment 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 cor-                  
rect 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 Securi-                 
ties and Exchange Commission, (3) to add or change any provi-                   
sion as is necessary or advisable for the continued qualifica-                  
tion 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 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 con-         
sent 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 remain-                 
ing 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 In-                  
terest 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                  

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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 & Rein-                   
del, 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 appear-                 
ing herein, and are included in reliance upon such report given                 
upon the authority of that firm as experts in accounting and                    
auditing.                                                                       

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 as-                    
sessment 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 ad-                  
dition, 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 in-                   
vestor.                                                                         

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 prin-                 
cipal 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                                           
MORGAN STANLEY DEAN WITTER SELECT GOVERNMENT TRUST                              
GNMA PORTFOLIO SERIES 17                                                        

We have audited the statement of financial condition and schedule of            
portfolio securities of the Morgan Stanley Dean Witter Select Government        
Trust GNMA Portfolio Series 17 as of May 31, 1998, and the related              
statements of operations and changes in net assets for each of the three        
years in the period then ended.  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,      
1998 as shown in the statement of financial condition and schedule of           
portfolio securities by correspondence with The Chase Manhattan Bank, 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 Morgan Stanley Dean     
Witter Select Government Trust GNMA Portfolio Series 17 as of May 31, 1998,     
and the results of its operations and the changes in its net assets for each    
of the three years in the period then ended in conformity with generally        
accepted accounting principles.                                                 

DELOITTE & TOUCHE LLP                                                           

July 21, 1998                                                                   
New York, New York                                                              

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</AUDIT-REPORT>                                                                 

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STATEMENT OF FINANCIAL CONDITION  

MORGAN STANLEY DEAN WITTER SELECT GOVERNMENT TRUST  
GNMA PORTFOLIO SERIES 17  

May 31, 1998  

TRUST PROPERTY  

Investments in Securities - at market value (cost                               
$31,249,867) (Note (a) and Schedule of Portfolio                            
Securities Notes (2) and (3))                                  $33,269,309  

Accrued interest receivable                                          189,026    

Receivable from Broker                                               346,019    

       Total                                                  33,804,354

LIABILITIES AND NET ASSETS  

Less Liabilities:                                                               

Cash overdraft                                                     28,777 

Accrued Sponsors fees                                               9,025 

       Total liabilities                                          37,802

Net Assets:                                                                     

Balance applicable to 44,798,186 Units of                                 
fractional undivided interest outstanding                             
(Note (c)):                                                           

Capital, plus unrealized market apprecia-                           
tion of $2,019,442                         $33,269,309          

Undistributed principal and net investment                          
income (Note (b))                              497,243          

       Net assets                                            $33,766,552

Net asset value per Unit ($33,766,552 divided                                   
by 44,798,186 Units)                                           $     .7538  

See notes to financial statements   

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STATEMENTS OF OPERATIONS  

MORGAN STANLEY DEAN WITTER SELECT GOVERNMENT TRUST  
GNMA PORTFOLIO SERIES 17  

                                 For the years ended May 31,
                                  1998          1997          1996

Investment income - interest          $2,432,303    $2,855,108    $3,243,986    

Other income                                -             -            8,827    

       Total income                2,432,303     2,855,108     3,252,813

Less Expenses:                                                                  

Trustee fees and expenses              86,049       114,401        92,865 

Sponsor fees                            9,025         7,149        12,163 

       Total expenses                 95,074       121,550       105,028

       Investment income - net     2,337,229     2,733,558     3,147,785

Net gain (loss) on investments:                                                 

Realized gain on securities sold                                          
 or redeemed                         304,743       256,496       218,700

Net unrealized market appreciation                                        
  (depreciation)                    1,280,408       868,748    (1,919,696)

Net gain (loss) on invest-                                
          ments                     1,585,151     1,125,244    (1,700,996)

Net increase in net assets resulting                                            
from operations                     $3,922,380    $3,858,802    $1,446,789  

See notes to financial statements   

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STATEMENTS OF CHANGES IN NET ASSETS   

MORGAN STANLEY DEAN WITTER SELECT GOVERNMENT TRUST  
GNMA PORTFOLIO SERIES 17  

                                 For the years ended May 31,
                                  1998          1997          1996

Operations:                                                                     

Investment income - net           $ 2,337,229   $ 2,733,558   $ 3,147,785 

Realized gain on securities sold                                          
 or redeemed                         304,743       256,496       218,700

Net unrealized market apprecia-                                           
  tion (depreciation)               1,280,408       868,748    (1,919,696)

Net increase in net assets                                
resulting from opera-                                 
         tions                     3,922,380     3,858,802     1,446,789

Less Distributions to Unit Holders:                                             

Principal                          (3,924,155)   (2,782,335)   (2,807,365)

Investment income - net            (2,354,480)   (3,270,628)   (3,172,750)

        Total distributions        (6,278,635)   (6,052,963)   (5,980,115)

Plus Capital Share Transactions:                                                

Creation of 788,389 Units                -             -          728,984 

Redemption of 2,003,800 Units,                                            
4,039,361 Units and                                                   
  1,778,096 Units, respectively    (1,583,413)   (3,342,890)   (1,570,539)

Accrued interest on redemption        (10,969)      (20,653)       (8,279)

Total capital share                                       
          transactions             (1,594,382)   (3,363,543)     (849,834)

Net decrease in net assets            (3,950,637)   (5,557,704)   (5,383,160)   

Net assets:                                                                     

Beginning of year                  37,717,189    43,274,893    48,658,053 

End of year (including undistrib-                                         
uted principal and net invest-                                        
ment income of $497,243,                                              
$508,550 and $621,718, respec-                                        
 tively)                         $33,766,552   $37,717,189   $43,274,893

See notes to financial statements   

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NOTES TO FINANCIAL STATEMENTS     

MORGAN STANLEY DEAN WITTER SELECT GOVERNMENT TRUST    
GNMA PORTFOLIO SERIES 17    

May 31, 1998    

(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.                       

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NOTES TO FINANCIAL STATEMENTS     

MORGAN STANLEY DEAN WITTER SELECT GOVERNMENT TRUST    
GNMA PORTFOLIO SERIES 17    

May 31, 1998    

(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, 1998 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 appreciation                             2,019,442
   Cost of securities sold or redeemed                       (6,784,141)
   Principal paydowns                                       (11,118,245)
  Net amount applicable to investors                      $ 33,269,309

(d) OTHER INFORMATION                                                           

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

                           For the years ended May 31,
                              1998         1997         1996

Principal distributions                                           
during year                  $.0861       $.0669       $.0542 

Net investment income dis-                                        
tributions during year       $.0516       $.0570       $.0613 

Net asset value at end                                            
of year                      $.7538       $.8059       $.8512 

Trust Units outstanding                                           
at end of year           44,798,186   46,801,986   50,841,347 

   F-6

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                                                        [Enlarge/Download Table]

                                   SCHEDULE OF PORTFOLIO SECURITIES                                                 

                          MORGAN STANLEY DEAN WITTER SELECT GOVERNMENT TRUST                                        
                                       GNMA PORTFOLIO SERIES 17                                                     

                                             May 31, 1998                                                           

                                                                                    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                               $16,866,244      6.50%       4/15/23 - 8/15/24     $16,702,810   

  2.      Government National Mortgage                                                                              
          Association, Modified                                                                                     
          Pass-Through Mortgage-Backed                                                                              
          Securities                                16,407,509      7.00%       4/15/22 - 7/15/25      16,566,499   

                                                   $33,273,753                                        $33,269,309   

<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, 1998 was determined by the Evaluator on the basis             
of bid side evaluations for the Securities on the last trading date during the period (May 29,                      
1998).                                                                                                              

<F6> At May 31, 1998 the unrealized market appreciation of Securities was comprised of the following:               

       Gross unrealized market appreciation           $2,019,442                                                    

       Gross unrealized market depreciation              -                                                          

       Unrealized market appreciation                 $2,019,442                                                    

    The aggregate cost of the Securities for Federal income tax purposes was $31,249,867 at May 31,                 
    1998.                                                                                                           

                                                 F-7                                                                

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CONTENTS OF REGISTRATION STATEMENT                  

This registration statement comprises the following docu-             
ments:                                                                

The facing sheet.                                                     

The Cross Reference Sheet.                                            

The Prospectus.                                                       

The signatures.                                                       

Consents of the Evaluator, Independent Auditors and Stan-             
dard & 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 re-                     
quirements 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. 5 to the Reg-                 
istration Statement to be signed on its behalf by the under-                    
signed, thereunto duly authorized, all in The City of New York                  
and State of New York on the 6th day of August, 1998.                           

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

By:  DEAN WITTER REYNOLDS INC.
           (Depositor)

       /s/Thomas Hines
    Thomas Hines
            Authorized Signatory

Pursuant to the requirements of the Securities Act of       
1933, this Post-Effective Amendment No. 5 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 major-                 
ity of the Depositor's Board of Directors in The City of New                    
York and State of New York on this 6th day of August, 1998.                     

               DEAN WITTER REYNOLDS INC.

Name                   Office                                                   

Philip J. Purcell      Chairman and Chief Ex-   )                               
ecutive Officer and      )        
Director*                )        
                                      By:/s/Thomas Hines
                                      Thomas Hines
                                      Attorney-in-
                               fact*

*    Executed copies of the Powers of Attorney filed by a ma-                   
jority of the Board of Directors of Dean Witter Reynolds              
Inc. have been previously filed.                                      

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Name                   Office                                                   

Richard M. DeMartini   Director***                                              

Robert J. Dwyer        Director***                                              

Christine A. Edwards   Director***                                              

James F. Higgins       Director***                                              

Charles A. Fiumefreddo Director**                                               

Mitchell M. Merin      Director*                                                

Stephen R. Miller      Director***                                              

Richard F. Powers III  Director*                                                

Philip J. Purcell      Director***                                              

Thomas C. Schneider    Director**                                               

William B. Smith       Director**                                               

*     Executed copies of the Powers of Attorney have been filed                 
with the Securities and Exchange Commission in connection with                  
Amendment No. 1 to the Registration Statement on Form S-6 for Dean              
Witter Select Equity Trust, Select 10 Industrial Portfolio 97-1,                
File No. 333-16839.                                                             

**    Executed copies of Powers of Attorney have been filed with                
the Securities and Exchange Commission in connection with Amend-                
ment No. 1 to the Registration Statement on Form S-6 for Dean Wit-              
ter Select Equity Trust, Select 10 Industrial Portfolio 96-4, File              
No. 333-10499.                                                                  

***   Executed copies of Powers of Attorney have been filed with                
the Securities and Exchange Commission in connection with the Reg-              
istration Statement on Form S-6 for Dean Witter Select Equity                   
Trust, Select 10 International Series 95-1, File No. 33-56389.                  

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘485BPOS’ Filing		Date		First		Last			Other Filings
		6/1/24		16		17
		5/15/23		16
		11/15/22		17
Filed on / Effective on:		8/6/98		12					497J
		7/21/98		59
		7/13/98		16		39
		5/31/98		15		65
		5/29/98		15		65
		5/31/97		53
		6/22/93		19		64
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