Exhibit 4.b

                                                      Executed in 6 Parts
                                                      Counterpart No. (   )


                              NATIONAL EQUITY TRUST

                           TOP TEN PORTFOLIO SERIES 38

                            REFERENCE TRUST AGREEMENT

      This Reference Trust  Agreement  dated November 20, 2002 among  Prudential
Investment   Management  Services  LLC,  as  Depositor,   Prudential  Securities
Incorporated,  as Portfolio  Supervisor,  and The Bank of New York,  as Trustee,
sets forth  certain  provisions  in full and  incorporates  other  provisions by
reference to the document entitled  "National Equity Trust,  Trust Indenture and
Agreement"  (the "Basic  Agreement")  dated February 2, 2000. Such provisions as
are set  forth  in full  herein  and  such  provisions  as are  incorporated  by
reference constitute a single instrument (the "Indenture").

                                WITNESSETH THAT:

      In  consideration  of the  premises  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 Basic  Agreement 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.

      A. Article I, entitled "Definitions," shall be amended as follows:

            (i) Section  1.01-Definitions  shall be amended to add the following
      definition at the end thereof:


<PAGE>

                                      -2-


      "Portfolio  Supervisor" of the Trust shall have the meaning assigned to it
in Part II of the Reference Trust Agreement.

      B. Article III,  entitled  "Administration  of Trust," shall be amended as
follows:

            (i) The  third  paragraph  of  Section  3.05-Distribution  shall  be
      amended by deleting  any  reference  to  Depositor  and  replacing it with
      Portfolio Supervisor.

            (ii) Section  3.14-Deferred Sales Charge shall be amended to add the
      following sentences at the end thereof:

            "References  to Deferred  Sales Charge in this Trust  Indenture  and
            Agreement  shall include any Creation and  Development Fee indicated
            in the  prospectus  for a Trust.  The Creation and  Development  Fee
            shall  be  payable  on each  date  so  designated  and in an  amount
            determined as specified in the prospectus for a Trust."

      C. Article VIII, entitled "Depositor," shall be amended as follows:

            (i)  Section  8.07-Compensation  shall be  amended by  deleting  any
      reference to Depositor and replacing it with Portfolio Supervisor.

      D. Article IX, entitled "Additional Covenants;  Miscellaneous Provisions,"
shall be amended as follows:

            (i) The first  sentence of Section  9.05 - Written  Notice  shall be
      amended by deleting the language  "Prudential  Securities  Incorporated at
      One  Seaport  Plaza,  New York,  New York  10292"  and  replacing  it with
      "Prudential  Investment  Management  LLC at 100 Mulberry  Street,  Gateway
      Center Three, Newark, New Jersey 07102".

                                    Part II.

                      SPECIAL TERMS AND CONDITIONS OF TRUST

     The following special terms and conditions are hereby agreed to:

<PAGE>

                                      -3-

      A. The Trust is  denominated  National  Equity  Trust,  Top Ten  Portfolio
Series 38.

      B. The Units of the Trust shall be subject to a deferred sales charge.

      C. The publicly traded stocks listed in Schedule A hereto are those which,
subject  to the terms of this  Indenture,  have been or are to be  deposited  in
Trust under this Indenture as of the date hereof.

      D.  The term  "Depositor"  shall  mean  Prudential  Investment  Management
Services LLC.

      E.  The term  "Portfolio  Supervisor"  shall  mean  Prudential  Securities
Incorporated.

      F. The aggregate  number of Units referred to in Sections 2.03 and 9.01 of
the Basic Agreement is 125,000 as of the date hereof.

      G. A Unit of the Trust is hereby  declared  initially equal to 1/125,000th
of the Trust.

      H. The term "First Settlement Date" shall mean November 26, 2002.

      I. The terms  "Computation Day" and "Record Date" mean on the tenth day of
February 2003, May 2003, August 2003, and November 2003.

      J. The term  "Distribution  Date"  shall mean on the  twenty-fifth  day of
February 2003, May 2003, August 2003, and November 2003.

      K. The term "Termination Date" shall mean December 18, 2003.

      L. The Trustee's Annual Fee shall be $.90 (per 1,000 Units) for 49,999,999
and below units outstanding $.84 (per 1,000 Units) on the next 50,000,000 Units,
$.78 (per 1,000 Units) on the next 100,000,000 Units, and $.66 (per 1,000 Units)
on Units in excess of 200,000,000  Units.  In calculating  the Trustee's  annual
fee, the fee  applicable to the number of units  outstanding  shall apply to all
units outstanding.

      M. The Portfolio  Supervisor's  portfolio supervisory service fee shall be
$.25 per 1,000 Units.

               [Signatures and acknowledgments on separate pages]

<PAGE>


                                      -4-

The Schedule of Portfolio  Securities  in Part A of the  prospectus  included in
this Registration  Statement for National Equity Trust, Top Ten Portfolio Series
38 is hereby incorporated by reference herein as Schedule A hereto.

<PAGE>

                                            PRUDENTIAL INVESTMENT MANAGEMENT
                                            SERVICES LLC,
                                            (Depositor)

                                            By /s/ Richard R. Hoffmann
                                               ---------------------------------
                                                   Richard R. Hoffmann
                                                   Vice President


                                            PRUDENTIAL SECURITIES INCORPORATED
                                            (Portfolio Supervisor)

                                            By /s/ Richard R. Hoffmann
                                               ---------------------------------
                                                   Richard R. Hoffmann
                                                   Vice President

<PAGE>

                                            THE BANK OF NEW YORK
                                            Trustee


                                            By: /s/ Brian Aarons
                                               ---------------------------------
                                                   Brian Aarons
                                                   Title: Vice President

(SEAL)

ATTEST:

By: /s/ Dorothy Alencastro
    -------------------------------------
        Dorothy Alencastro
        Title: Assistant Vice President


STATE OF NEW YORK  )
                      : ss.:
COUNTY OF NEW YORK )

     I, Emanuel  Lytle,  Jr., a Notary  Public in and for the said County in the
state  aforesaid,  do hereby  certify that Brian  Aarons and Dorothy  Alencastro
personally  known to me to be the same persons whose names are subscribed to the
foregoing  instrument  and  personally  known to me to be a Vice  President  and
Assistant Vice President,  respectively of The Bank of New York, appeared before
me this  day in  person,  and  acknowledged  that  they  signed,  sealed  with a
corporate  seal of The Bank of New York,  and delivered  the said  instrument as
their  free  and  voluntary  act as  such  Vice  President  and  Assistant  Vice
President,  respectively,  and as the free and  voluntary act of The Bank of New
York, for the uses and purposes therein set forth.

     GIVEN, under my hand and notarial seal this 20th day of November, 2002.

                                          /s/  Emanuel Lytle, Jr.
                                          -------------------------------
                                               Emanuel Lytle, Jr.
                                               Notary Public

(SEAL)