EXHIBIT 4.(b)

                                                            Executed in 6 Parts
                                                           Counterpart No. (   )

                              NATIONAL EQUITY TRUST

                           OTC GROWTH TRUST SERIES 24

                            REFERENCE TRUST AGREEMENT

     This Reference Trust Agreement dated December 11, 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:

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     "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:

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A.   The Trust is denominated National Equity Trust, OTC Growth Trust Series 24.

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 December 17, 2002.

I.   The terms "Computation Day" and "Record Date" shall be on such dates as the
     Sponsor shall direct.

J.   The term "Distribution Date" shall be on such dates as the Sponsor shall
     direct.

K.   The term "Termination Date" shall mean February 26, 2004.

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]

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The Schedule of Portfolio Securities in Part A of the prospectus included in
this Registration Statement for National Equity Trust, OTC Growth Trust Series
24 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

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                                                       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 11th day of December, 2002.

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

(SEAL)