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                                   Exhibit 4.2





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                 MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
                      SELECT 5 INDUSTRIAL PORTFOLIO 2000-3
                            REFERENCE TRUST AGREEMENT

                  This Reference Trust Agreement dated May 1, 2000 between DEAN
WITTER REYNOLDS INC., as Depositor, and The Chase Manhattan Bank, as Trustee,
sets forth certain provisions in full and incorporates other provisions by
reference to the document entitled "Sears Equity Investment Trust, Trust
Indenture and Agreement" dated January 22, 1991, as amended on March 16, 1993,
July 18, 1995 and December 30, 1997 (the "Basic Agreement"). 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:

                                       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 except that the Basic Agreement is hereby amended in the
following manner:

                  A.       Article I, Section 1.01, paragraph (29) defining
                           "Trustee" shall be amended as follows:

                           "'Trustee' shall mean The Chase Manhattan Bank, or
                           any successor trustee appointed as hereinafter
                           provided."


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                  B.       Reference to United States Trust Company of New York
                           in its capacity as Trustee is replaced by The Chase
                           Manhattan Bank throughout the Basic Agreement.

                  C.       Reference to "Dean Witter Select Equity Trust" is
                           replaced by "Morgan Stanley Dean Witter Select Equity
                           Trust".

                  D.       Section 3.01 is amended to substitute the following:

                           SECTION 3.01. INITIAL COST The costs of organizing
                  the Trust and sale of the Trust Units shall, to the extent of
                  the expenses reimbursable to the Depositor provided below, be
                  borne by the Unit Holders, PROVIDED, HOWEVER, that, to the
                  extent all of such costs are not borne by Unit Holders, the
                  amount of such costs not borne by Unit Holders shall be borne
                  by the Depositor and, PROVIDED FURTHER, HOWEVER, that the
                  liability on the part of the Depositor under this section
                  shall not include any fees or other expenses incurred in
                  connection with the administration of the Trust subsequent to
                  the deposit referred to in Section 2.01. Upon notification
                  from the Depositor that the primary offering period is
                  concluded, the Trustee shall withdraw from the Account or
                  Accounts specified in the Prospectus or, if no Account is
                  therein specified, from the Principal Account, and pay to the
                  Depositor the Depositor's reimbursable expenses of organizing
                  the Trust and sale of the Trust Units in an amount certified
                  to the Trustee by the Depositor. If the balance of the
                  Principal Account is insufficient to make such withdrawal, the
                  Trustee shall, as directed by the Depositor, sell Securities
                  identified by the Depositor, or distribute to the Depositor
                  Securities having a value, as determined under Section 4.01 as
                  of the date of distribution, sufficient for such
                  reimbursement. The reimbursement provided for in this section
                  shall be for the account of the Unitholders of record at the
                  conclusion of the primary offering period and shall not be
                  reflected in the computation of the Unit Value prior thereto.
                  As used herein, the Depositor's reimbursable expenses of
                  organizing the Trust and sale of the Trust Units shall include
                  the cost of the initial preparation


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                  and typesetting of the registration statement, prospectuses
                  (including preliminary prospectuses), the indenture, and other
                  documents relating to the Trust, SEC and state blue sky
                  registration fees, the cost of the initial valuation of the
                  portfolio and audit of the Trust, the initial fees and
                  expenses of the Trustee, and legal and other out-of-pocket
                  expenses related thereto, but not including the expenses
                  incurred in the printing of preliminary prospectuses and
                  prospectuses, expenses incurred in the preparation and
                  printing of brochures and other advertising materials and any
                  other selling expenses. Any cash which the Depositor has
                  identified as to be used for reimbursement of expenses
                  pursuant to this Section shall be reserved by the Trustee for
                  such purpose and shall not be subject to distribution or,
                  unless the Depositor otherwise directs, used for payment of
                  redemptions in excess of the per-Unit amount allocable to
                  Units tendered for redemption.

                                       II.

                      SPECIAL TERMS AND CONDITIONS OF TRUST

                  The following special terms and conditions are hereby agreed
to:

                  A.       The Trust is denominated Morgan Stanley Dean Witter
         Select Equity Trust Select 5 Industrial Portfolio 2000-3 (the "Select 5
         Trust").

                  B.       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.

                  C.       The term, "Depositor" shall mean Dean Witter Reynolds
         Inc.

                  D.       The aggregate number of Units referred to in Sections
         2.03 and 9.01 of the Basic Agreement is 24,923 for the Select 5 Trust.

                  E.       A Unit is hereby declared initially equal to
         1/24,923th for the Select 5 Trust.

                  F.       The term "In-Kind Distribution Date" shall mean
         June 12, 2001.


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                  G.       The term "Record Dates" shall mean December 1, 2000,
         March 1, 2001 and July 2, 2001 and such other date as the Depositor
         may direct.

                  H.       The term "Distribution Dates" shall mean
         December 15, 2000, March 15, 2001 and on or about July 10, 2001
         and such other date as the Depositor may direct.

                  I.       The term "Termination Date" shall mean July 2, 2001.

                  J.       The Depositor's Annual Portfolio Supervision Fee
         shall be a maximum of $0.25 per 100 Units.

                  K. The Trustee's annual fee as defined in Section 6.04 of the
         Indenture shall be $.90 per 100 Units if the greatest number of Units
         outstanding during the period is 10,000,000 or more; $.96 per 100 Units
         if the greatest number of Units outstanding during the period is
         between 5,000,000 and 9,999,999; and $1.00 per 100 Units if the
         greatest number of Units outstanding during the period is 4,999,999
         or less.

                  L. For a Unit Holder to receive an "in--kind" distribution
         during the life of the Trust, such Unit Holder must tender at least
         25,000 Units for redemption. There is no minimum amount of Units that a
         Unit Holder must tender in order to receive an "in-kind" distribution
         on the In-Kind Date or in connection with a rollover.

                  M. Paragraph (b)(ii) of Section 9.03 is amended to provide
         that the period during which the Trustee shall liquidate the Trust
         Securities shall not exceed 14 business days commencing on the first
         business day following the In-Kind Date.



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                  (Signatures and acknowledgments on separate pages)









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                  The Schedule of Portfolio Securities in the prospectus
included in this Registration Statement is hereby incorporated by reference
herein as Schedule A hereto.