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Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RULE 24F-2 NOTICE FOR
DEAN WITTER SELECT EQUITY TRUST
SELECT 10 INDUSTRIAL PORTFOLIO 94-2
Registration Number 33-52229
May 5, 1995
Pursuant to Regulation 270.24f-2 ("Rule 24f-2")
promulgated under the Investment Company Act of 1940, as
amended, Dean Witter Reynolds Inc., as Sponsor of the
above-referenced trust (the "Trust"), a unit investment trust
which elected to register an indefinite number of units in
accordance with Rule 24f-2, hereby submits the notice and
information required by Rule 24f-2:
(i) The fiscal year for which this notice is filed
is the period beginning on and including May 6, 1994 and
ending on and including May 5, 1995 (the "Period"). The
election to register an indefinite number of securities
pursuant to Rule 24f-2 was terminated, effective immediately,
by Post-Effective Amendment No. 1 to the Registration Statement
filed on May 5, 1995.
(ii) The number or amount of securities of the same
class or series which have been registered under the Securities
Act of 1933, as amended, other than pursuant to Rule 24f-2 but
which remain unsold at the beginning of the Period was none.
(iii) The number or amount of securities registered
during the Period other than pursuant to Rule 24f-2 was none.
(iv) The number of securities sold during the Period
was 6,467,049.1
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1 Actual aggregate sale price for which securities were sold
was $63,165,861.00, less actual aggregate price of
securities redeemed or repurchased, $9,686,136.00, equals
the net aggregate sale price of $53,479,725.00.
A filing fee in the amount of $17,941.41 (the total fee of
$18,441.41, in respect of $53,479,725.00 amount of
securities of the Sponsor, net of the $500.00 initial
Footnote continued on next page.
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(v) Based on the number of securities referred to in
paragraph (iv) above, net of redemptions or repurchases
referred to in the footnote, the number of securities sold
during the Period in reliance upon registration pursuant to
Rule 24f-2 was 5,522,635.
Very truly yours,
DEAN WITTER REYNOLDS INC.
By Michael D. Browne
Michael D. Browne
Vice President
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Footnote continued from previous page.
filing fee for the Trust as the 24f-2 election was
terminated, effective immediately, by Post-Effective
Amendment No. 1 to the Registration Statement filed May 5,
1995), has been included in this filing via wire transfer
to the designated lock-box.
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(Letterhead of Cahill Gordon & Reindel)
May 5, 1995
(212) 701-3000
Dean Witter Reynolds Inc.
Two World Trade Center
New York, New York 10048
Re: DEAN WITTER SELECT EQUITY TRUST,
SELECT 10 INDUSTRIAL PORTFOLIO 94-2
Gentlemen:
We have acted as special counsel for you, as
Sponsor of the above-referenced trust, (a unit investment
trust, herein called the "Trust"), in connection with the
issuance under a Trust Indenture and Agreement and related
Reference Trust Agreement (collectively, the "Indenture"),
among you and The Bank of New York, as Trustee, of units of
fractional undivided interest in the Trust (in the
aggregate, the "Units").
During the fiscal year ended May 5, 1995, certain
Units were sold by you upon their initial issuance and/or
in connection with your maintenance of a secondary market
for Units. The Bank of New York, as Trustee, has confirmed
that certificates evidencing the Units have been executed
and delivered by the depositor and the Trustee or the
ownership of Units has been recorded on the books of the
Trustee, in either case in accordance with the Indenture.
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We have examined copies of such documents
delivered by The Bank of New York, the Indenture, the form
of certificate evidencing the Units, the Rule 24f-2 Notice
being filed today with the Securities and Exchange
Commission and such other documents as we have deemed
necessary or advisable for purposes of this opinion. We
have assumed that the copies of the documents we have
reviewed and the signatures thereon are genuine.
Based upon the foregoing, and in reliance upon
such documents delivered by The Bank of New York, we are of
the opinion that the Units, registration of which such Rule
24f-2 Notice makes definite in number, were legally issued,
fully paid and nonassessable.
Very truly yours,
CAHILL GORDON & REINDEL
