Exhibit 10.05


                                ESCROW AGREEMENT




                                                                October 14, 1997



The Chase Manhattan Bank
450 W. 33rd Street, 15th Floor
New York, New York  10001

Attn:  Mr. Paul Gilkeson

      Re:   Morgan Stanley Tangible Asset Fund L.P.
            Escrow Account
            ----------------------------------------

Gentlemen:

            In  accordance  with   arrangements   made  by  Demeter   Management
Corporation, a Delaware corporation (the "General Partner"), on behalf of Morgan
Stanley Tangible Asset Fund L.P. (the  "Partnership"),  and Dean Witter Reynolds
Inc., the selling agent for the Partnership  (the  "Depositor";  the Partnership
and  the  Depositor  being  herein  sometimes  collectively  referred  to as the
"Parties" or, individually,  as a "Party"),  the Depositor shall: (i) deliver to
you,  as Escrow  Agent,  all  subscription  funds  (by the  direct  transfer  of
immediately  available  funds  into  the  non-interest  bearing  escrow  account
established by you for the Partnership,  for investment in your interest bearing
money  market   account)   received  by  the  Depositor  from  each   subscriber
("Subscriber" or, collectively,  the "Subscribers") during the "Offering Period"
(as  described  in the  Partnership's  Prospectus,  as the same may be  updated,
supplemented,  and amended from time to time (the  "Prospectus"))  in connection
with the offering to the public of Units of Limited Partnership  Interest of the
Partnership (the "Units") and (ii) also promptly transmit to the General Partner
a complete report of all funds  deposited with you. You, as Escrow Agent,  shall
hold such  subscription  funds  together with any additions,  substitutions,  or
other  financial  instruments  in which such funds may be  invested or for which
such funds may be exchanged  (collectively referred to herein as the "Fund"), IN
ESCROW upon the following terms:

            1. (a) Following  receipt by you of written  notice from the General
Partner that the General  Partner has rejected a Subscriber's  subscription,  in
whole  or in part,  during  the  Offering  Period,  you  shall  transmit  to the
Depositor, as soon as practicable but in no event later than three business days
following  receipt  by you of such  notice,  the  amount  of  such  Subscriber's
subscription  funds that shall have been  deposited  with you hereunder and that
the General  Partner shall have notified you have been rejected and any interest
earned on the Fund and allocated to the rejected amount of such  subscription in
accordance with Section 2 hereof.  You shall at the same time give notice to the
Depositor  of the amount of  aggregate  subscription  funds  and/or  interest so
returned.

               (b) On the second  business day before the  scheduled day of each
closing during the Offering Period (closings are currently  scheduled to be held
on December 1, 1997, January 2, 1998, and February 2, 1998), the General Partner
shall notify you of the portion of the Fund that represents  subscriptions to be
accepted by the General Partner for the Partnership equal to the number of Units
subscribed  for  multiplied  by a price per Unit  equal to 100% of the Net Asset
Value  thereof  as of the  close  of  business  on  the  last  day of the  month
immediately  preceding such closing. Upon receipt by you of joint written notice
from the General  Partner and the  Depositor on the date of each such closing to
the effect that all of the terms and  conditions  with respect to the release of
subscription  funds from escrow set forth in the Prospectus have been fulfilled,
you shall  promptly pay and deliver to the  Partnership  the portion of the Fund
specified in the General  Partner's prior  instructions  (excluding any interest
earned on the Fund and funds relating to rejected subscriptions).

               (c) On the  date  of  each  closing,  or as  soon  thereafter  as
practicable, you shall transmit to the Depositor an amount representing: (i) for
each Subscriber whose  subscription  shall be accepted by the General Partner in
whole or in part, any interest  earned on the Fund and allocated to the accepted
portion of such  Subscriber's  subscription in accordance with Section 2 hereof,
and (ii) for each Subscriber whose  subscription shall have been rejected by the
General Partner in whole or in part but whose  subscription funds shall not have
been  previously  returned to the Depositor by you in accordance  with the first
paragraph of this  Section 1, such  Subscriber's  subscription  funds that shall
have been  deposited with you hereunder and that shall have been rejected by the
General  Partner,  and any  interest  earned  on the Fund and  allocated  to the
rejected amount of such  subscription  in accordance with Section 2 hereof.  You
shall at the same time give notice to the Depositor of the  aggregate  amount of
subscription funds and/or interest so returned.

               (d)  Notwithstanding  subparagraph  (a) of this Paragraph 1, upon
receipt by you during the  Offering  Period of written  notice  from the General
Partner that a Subscriber  has been rejected  (because  good funds  representing
payment for Units have not been  deposited in a  Subscriber's  customer  account
with the Depositor or because such Subscriber has provided bad funds in the form
of a bad check, draft, or otherwise to the Depositor), you shall transmit to the
Depositor,  within three business days following  receipt by you of such notice,
the amount of subscription  funds deposited with you hereunder  relating to that
amount (the portion of such Subscriber's  subscription for which good funds have
not been provided)  together with any interest  earned on the Fund and allocated
to such portion of such a  subscription  in accordance  with Section 2 hereof to
the date of such return, and shall immediately notify the General Partner of the
return of such funds.

            2. You shall hold the Fund  (including any interest  earned thereon)
for the account of the Partnership pending delivery to either the Partnership or
the Depositor, pursuant to Paragraphs 1 or 3 hereof, as the case may be. On each
day that  subscription  funds are  transferred  to you hereunder in  immediately
available  funds and receipt is confirmed  before 2:00 P.M., New York City time,
you shall  immediately  invest such  subscription  funds solely in your interest
bearing money market account.  If  subscription  funds are transferred to you in
immediately  available  funds and receipt is confirmed after 2:00 P.M., New York
City time,  you shall so invest such funds on the next day.  Interest  earned on
the  Fund  shall  be  allocated   by  the   Depositor   among  the   subscribers
proportionately  based on (A) the amount of their  respective  subscriptions  on
deposit  in the Fund  and (B) the  period  of time  from  the  date  that  their
respective subscriptions shall have been deposited in the Fund to the earlier of
the  delivery of the Fund to the  Partnership  at a closing or the  Depositor in
accordance with Sections 1 or 3 hereof, as the case may be.

            3. If, during the Partnership's Offering Period, you are notified in
writing  jointly by the Parties that the  offering of Units for the  Partnership
has been terminated,  and that no First Closing will be held, you shall transmit
to the  Depositor,  as soon as  practicable  but in no event  later  than  three
business days after receipt by you of such notice,  an amount  representing  the
full amount of all  subscription  funds that shall have been  deposited with you
hereunder,  together  with any interest  earned on the Fund in  accordance  with
Paragraph 2 hereof.  You shall at the same time give notice to the  Depositor of
the aggregate amounts of subscription funds and/or interest so returned.

            4. The Parties further agree with you as follows:

               (a) Your duties and  responsibilities  shall be limited solely to
those expressly set forth in this Agreement and are  ministerial in nature.  You
shall  neither be  subject  to nor  obliged  to  recognize  any other  agreement
between,  or other direction or instruction of, any or all of the Parties or any
Subscriber even though reference thereto may be made herein; provided,  however,
that with your written  consent,  this  Agreement  may be amended at any time or
times by an instrument in writing signed by the Parties.

               (b) You are authorized, in your sole discretion, to disregard any
and all  notices  or  instructions  given by any of the  Parties or by any other
person,  firm, or  corporation,  except only such notices or instructions as are
hereunder provided for and orders or process of any court entered or issued with
or  without  jurisdiction.  If the  Fund  or any  part  thereof  is at any  time
attached,  garnished,  or  levied  upon  under  any  court  order or in case the
payment,  assignment,  transfer,  conveyance,  or  delivery of the Fund shall be
stayed or enjoined by any court order, or in case any order, judgment, or decree
shall be made or entered by any court  affecting  the Fund or any part  thereof,
then and in any such event you are authorized,  in your sole discretion, to rely
upon and comply  with any such  order,  writ,  judgment,  or decree that you are
advised by legal  counsel of your own  choosing is binding  upon you, and if you
comply with any such order, writ, judgment, or decree you shall not be liable to
any of the Parties or to any other  person,  firm, or  corporation  by reason of
such  compliance  even  though  such  order,  writ,  judgment,  or decree may be
subsequently reversed, modified, annulled, set aside, or vacated.

               (c) You shall be fully  protected  in  relying  upon any  written
notice,  demand,  certificate,  document,  or instrument believed by you in good
faith to be genuine and to have been signed or presented by the proper person or
persons  or Party or  Parties.  The  Parties  shall  provide  you with a list of
officers  and  employees  who  shall  be  authorized  to  deliver   instructions
hereunder.  You shall not be liable  for any  action  taken or omitted by you in
connection herewith in good faith and in the exercise of your own best judgment.

               (d)  Should any  dispute  arise  with  respect  to the  delivery,
ownership,  right of possession,  and/or  disposition of the subscription  funds
deposited  with  you  hereunder,  or  should  any  claim  be made  upon any such
subscription funds by a third party, you, upon receipt of written notice of such
dispute by any of the Parties or by a third party,  are  authorized and directed
to retain in your  possession all or any of such  subscription  funds until such
dispute  shall  have been  settled  either by mutual  agreement  of the  parties
involved  or by final  order,  decree,  or  judgment  of any court in the United
States.

               (e) If for any reason funds are  deposited in the escrow  account
other than by transfer of immediately available funds, you shall proceed as soon
as practicable to collect checks, drafts, and other collection items at any time
deposited with you hereunder. All such collections shall be subject to the usual
collection  agreement  regarding  items  received  by  your  commercial  banking
department  for deposit or  collection;  provided,  however,  that if any check,
draft,  or other  collection  item at any time  deposited  with you hereunder is
returned to you as being uncollectible (except by reason of an account closing),
you shall attempt a second time to collect such item before  returning such item
to the Depositor as uncollectible.  Subject to the foregoing, you shall promptly
notify the Parties of any uncollectible  check,  draft, or other collection item
deposited with you hereunder and shall promptly return such  uncollectible  item
to the  Depositor,  in which case you shall not be liable to pay any interest on
the  subscription  funds  represented by such  uncollectible  item. In no event,
however,  shall  you be  required  or have a duty to take any  legal  action  to
enforce payment of any check or note deposited hereunder.

               (f) You shall not be responsible  for the sufficiency or accuracy
of the form,  execution,  validity, or genuineness of documents now or hereafter
deposited with you hereunder,  or for any lack of endorsement thereon or for any
description  therein,  nor shall you be  responsible or liable in any respect on
account  of the  identity,  authority,  or rights of the  persons  executing  or
delivering or purporting to execute or deliver any such document, or endorsement
or this Agreement. You shall not be liable for any loss sustained as a result of
any investment  made pursuant to the  instructions of the Parties or as a result
of any liquidation of an investment  prior to its maturity or the failure of the
Parties  to give you any  instructions  to  invest or  reinvest  the Fund or any
earnings thereon.

               (g) All  notices  required or desired to be  delivered  hereunder
shall be in writing and shall be effective when delivered  personally on the day
delivered,  or when given by  registered  or certified  mail,  postage  prepaid,
return  receipt  requested,  on the day of receipt,  addressed as follows (or to
such other address as the party entitled to notice shall hereafter  designate in
accordance with the terms hereof):

                  if to the Partnership or the General Partner:

                  Demeter Management Corporation
                  Two World Trade Center, 62nd Floor
                  New York, New York  10048
                  Attn: Mr. Mark J. Hawley
                        President

                  if to the Depositor:

                  Dean Witter Reynolds Inc.
                  Two World Trade Center, 62nd Floor
                  New York, New York  10048
                  Attn: Mr. Mark J. Hawley
                        Executive Vice President

                  in either case with a copy to:

                  Cadwalader, Wickersham & Taft
                  100 Maiden Lane
                  New York, New York  10038
                  Attn:  Edwin L. Lyon, Esq.

                  if to you:

                  The Chase Manhattan Bank
                  450 W. 33rd Street, 15th Floor
                  New York, New York  10001
                  Attn:  Mr. Paul Gilkeson

Whenever,  under the terms hereof, the time for giving a notice or performing an
act falls on a Saturday,  Sunday, or legal holiday,  such time shall be extended
to the next business day.

               (h) The  Depositor  agrees  to  indemnify,  defend,  and hold you
harmless from and against, any and all loss, damage, tax, liability, and expense
that may be incurred by you  arising  out of or in  connection  with your duties
hereunder,  except as caused by your gross  negligence,  bad  faith,  or willful
misconduct, including the legal costs and expenses of defending yourself against
any claim or liability in connection with your performance hereunder.

               (i) You shall be paid by the  Depositor a single fee of $3,000 in
advance for your services with respect to the first year from the date hereof or
any portion thereof in connection herewith. In addition, the Depositor shall pay
an additional $3,000 fee for any services  provided  hereunder in any subsequent
year.

               (j) It is understood that you may at any time resign hereunder as
Escrow  Agent by giving  written  notice of your  resignation  to the Parties at
their  address set forth above at least 20 days prior to the date  specified for
such  resignation  to  take  effect,   and  upon  the  effective  date  of  such
resignation,  all property then held by you hereunder  shall be delivered by you
to such person as may be designated jointly by the Parties in writing, whereupon
all your  obligations  hereunder shall cease and terminate.  If you shall resign
prior to the conclusion of the first 60 days of the Offering  Period,  you shall
pay back to the  Depositor  an amount equal to the product of $50 and the number
of days remaining until the 60th day of the Offering Period. If you shall resign
at or after the  conclusion  of the first 60 days of the  Offering  Period,  you
shall  have  no  obligation  to pay any  amount  back  to the  Depositor.  If no
successor  Escrow Agent has been  appointed or has accepted such  appointment by
such  date,  all  your  obligations   hereunder  shall  nevertheless  cease  and
terminate.  Your sole  responsibility  thereafter  shall be to keep  safely  all
property then held by you and to deliver the same to a person  designated by the
Parties hereto or in accordance with the directions of a final order or judgment
of a court of competent jurisdiction.

            5. This  Agreement  shall be governed by and construed in accordance
with the law of the State of New York and any action brought  hereunder shall be
brought  in the  courts of the State of New York,  sitting  in the County of New
York.

            6. The undersigned  Escrow Agent hereby  acknowledges  and agrees to
hold,  deal with,  and  dispose  of, the Fund  (including  any  interest  earned
thereon) and any other  property at any time held by the Escrow Agent  hereunder
in accordance with this Agreement.



<PAGE>




If the foregoing Agreement is satisfactory to you, please so indicate by signing
at the place provided below.

                                   Sincerely,


                                   MORGAN STANLEY TANGIBLE ASSET
                                   FUND L.P.

                                   By:  Demeter Management Corporation



                                   By: /s/ Mark J. Hawley
                                       ----------------------------
                                       Mark J. Hawley
                                       President



                                   DEAN WITTER REYNOLDS INC.



                                   By: /s/ Mark J. Hawley
                                       ----------------------------
                                       Mark J. Hawley
                                       Executive Vice President


Accepted:

THE CHASE MANHATTAN BANK


By: /s/ Paul Gilkeson
    ----------------------------
    Name:  Paul Gilkeson
    Title: Vice-President