Exhibit 1.1(b)

                        Nuveen Unit Trusts, Series 128
                         Trust Indenture and Agreement

                           Dated: July 18, 2001

     This Trust Indenture and Agreement by and between Nuveen Investments,
as Depositor and The Bank of New York, as Trustee, sets forth certain
provisions in full and incorporates other provisions by reference to the
document entitled "Standard Terms and Conditions of Trust for Nuveen Unit
Trusts, Series 104 and certain subsequent Series, effective October 5, 2000"
(herein called the "Standard Terms and Conditions of Trust"), and such
provisions as are set forth in full and such provisions as are incorporated by
reference constitute a single instrument. All references herein to Articles and
Sections are to Articles and Sections of the Standard Terms and Conditions of
Trust.


                               Witnesseth That:

     In consideration of the promises and of the mutual agreements herein
contained, the Depositor and the Trustee agree as follows:

                                    Part I

                    Standard Terms and Conditions of Trust

     Subject to the Provisions of Part II hereof, all the provisions contained
in the Standard Terms and Conditions of Trust are herein incorporated by
reference in their entirety and shall be deemed to be a part of this instrument
as fully and to the same extent as though said provisions had been set forth in
full in this instrument.

                                    Part II

                     Special Terms and Conditions of Trust

     The following special terms and conditions are hereby agreed to:

          (a) The above-referenced Series consists of the Trust Fund(s)
     included in the Prospectus.

          (b) The Securities defined in Section 1.01(1) listed in Schedule A
     hereto have been deposited in trust for the Trust Fund(s) included in the
     Prospectus for the above-referenced Series under this Trust Indenture and
     Agreement.

          (c) The fractional undivided interest in and ownership of a Trust Fund
     represented by each Unit for the Trust Fund on the Initial Date of Deposit
     is 1/(the number of Units) set forth under the caption "Statement(s) of
     Condition--Interest of Unitholders: Units of fractional undivided interest
     outstanding" in the Prospectus.


          (d) The number(s) of Units created of a Trust Fund(s) are as set forth
     under the caption "Statement(s) of Condition--Interest of Unitholders:
     Units of fractional undivided interest outstanding" in the Prospectus for
     the Trust Fund(s).

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          In Witness Whereof, Nuveen Investments has caused this Trust
Indenture and Agreement for Nuveen Unit Trusts, Series 128 to be executed by its
President, one of its Vice Presidents or one of its Assistant Vice Presidents
and its corporate seal to be hereto affixed and attested by its Secretary or its
Assistant Secretary and The Bank of New York has caused this Trust Indenture
and Agreement to be executed by one of its Vice Presidents or Second Vice
Presidents and its corporate seal to be hereto affixed and attested to by one of
its Assistant Treasurers; all as of the day, month and year first above
written.



                                       Nuveen Investments,
                                            Depositor


                                       By /s/ Thomas C. Muntz
                                         ------------------------
                                          Authorized Officer


(Seal)

Attest:

By /s/ Nicholas Dalmaso
  -------------------------
     Assistant Secretary

                                       The Bank of New York, Trustee


                                       By /s/ Thomas Porrazzo
                                         ----------------------------
                                           Vice President or
                                           Authorized Officer


(Seal)

Attest:

By /s/ Arkadiy Zavulunov
  --------------------------
      Assistant Treasurer

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                Schedule A to the Trust Indenture and Agreement

                        Securities Initially Deposited

                                      in

                        Nuveen Unit Trusts, SERIES 128


    (Note:  Incorporated herein and made a part hereof is the "Schedule(s) of
            Investments" as set forth for the Trust Fund(s) in the
            Prospectus.)

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