<PAGE>



                              Exhibit 4.2




<PAGE>



            MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
                   SELECT GLOBAL 30 PORTFOLIO 2000-2
                       REFERENCE TRUST AGREEMENT


           This Reference Trust Agreement dated           , 2000
 between DEAN WITTER REYNOLDS INC., 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
 "Dean Witter Select Equity Trust, Trust Indenture and Agreement" (the
 "Basic Agreement") dated September 30, 1993.  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 as follows:

           A.   The first sentence of Section 2.01 is amended to add
      the following language at the end of such sentence: "and/or cash
      (or a letter of credit in lieu of cash) with instructions to the
      Trustee to purchase one or more of such Securities which cash
      (or cash in an amount equal to the face amount of the letter of
      credit), to the extent not used by the Trustee to purchase such
      Securities within the 90-day period following the first deposit
      of Securities in the Trust, shall be distributed to Unit Holders
      on the Distribution Date next following such 90-day period or
      such earlier date as the Depositor and the Trustee determine".

           B.   The first sentence of Section 2.06 is amended to add
      the following language after "Securities"))": "and/or cash (or a
      letter of credit in lieu of cash) with instructions to the
      Trustee to purchase one or more Additional Securities which cash
      (or cash in an amount equal to the face amount of the letter of
      credit), to the extent not used by the Trustee to purchase such
      Additional Securities within the 90-day period following the
      first deposit of Securities in the Trust, shall be distributed




<PAGE>



                                  -2-


      to Unit Holders on the Distribution Date next following such 90-
      day period or such earlier date as the Depositor and the Trustee
      determine".

           C.   Article III, entitled "Administration of Trust",
      Section 3.01 Initial Cost shall be amended as follows:

                Section 3.01 Initial Cost shall be amended to
           substitute the following language:

                     "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 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




<PAGE>



                                  -3-


                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."

           D.   The third paragraph of Section 3.05 is hereby amended
      to add the following sentence after the first sentence thereof:
      "Depositor may direct the Trustee to invest the proceeds of any
      sale of Securities not required for the redemption of Units in
      eligible money market instruments selected by the Depositor
      which will include only negotiable certificates of deposit or
      time deposits of domestic banks which are members of the Federal
      Deposit Insurance Corporation and which have, together with
      their branches or subsidiaries, more than $2 billion in total
      assets, except that certificates of deposit or time deposits of
      smaller domestic banks may be held provided the deposit does not
      exceed the insurance coverage on the instrument (which currently
      is $100,000), and provided further that the Trust's aggregate
      holding of certificates of deposit or time deposits issued by
      the Trustee may not exceed the insurance coverage of such
      obligations and U.S. Treasury notes or bills (which shall be
      held until the maturity thereof) each of which matures prior to
      the earlier of the next following Distribution Date or 90 days
      after receipt, the principal thereof and interest thereon (to
      the extent such interest is not used to pay Trust expenses) to
      be distributed on the earlier of the 90th day after receipt or
      the next following Distribution Date."

           E.   The first sentence of each of Sections 3.10, 3.11 and
      3.12 is amended to insert the following language at the
      beginning of such sentence, "Except as otherwise provided in
      Section 3.13,".

           F.   The following new Section 3.13 is added:

           Section 3.13.  Extraordinary Event - Security Retention and
      Voting.  In the event the Trustee is notified of any action to
      be taken or proposed to be taken by holders of the securities
      held by the Trust in connection with any proposed merger,
      reorganization, spin-off, split-off or split-up by the issuer of
      stock or securities held in the Trust, the Trustee shall take




<PAGE>



                                  -4-


      such action or refrain from taking any action, as appropriate,
      so as to insure that the securities are voted as closely as
      possible in the same manner and in the same general proportion
      as are the securities held by owners other than the Trust.  If
      stock or securities are received by the Trustee, with or without
      cash, as a result of any merger, reorganization, spin-off,
      split-off or split-up by the issuer of stock or securities held
      in the Trust, the Trustee at the direction of the Depositor may
      retain such stock or securities in the Trust.  Neither the
      Depositor nor the Trustee shall be liable to any person for any
      action or failure to take action with respect to this section.

           G.   Section 1.01 is amended to add the following
      definition:  (9) "Deferred Sales Charge" shall mean any deferred
      sales charge payable in accordance with the provisions of
      Section 3.14 hereof, as set forth in the prospectus for a Trust.
      Definitions following this definition (9) shall be renumbered.

           H.   Section 3.05 is hereby amended to add the following
      paragraph after the end thereof:  On each Deferred Sales Charge
      payment date set forth in the prospectus for a Trust, the
      Trustee shall pay the account created pursuant to Section 3.14
      the amount of the Deferred Sales Charge payable on each such
      date as stated in the prospectus for a Trust.  Such amount shall
      be withdrawn from the Principal Account from the amounts therein
      designated for such purpose.

           I.   Section 3.06B(3) shall be amended by adding the
      following:  "and any Deferred Sales Charge paid".

           J.   Section 3.08 shall be amended by adding the following
      at the end thereof:  "In order to pay the Deferred Sales Charge,
      the Trustee shall sell or liquidate an amount of Securities at
      such time and from time to time and in such manner as the
      Depositor shall direct such that the proceeds of such sale or
      liquidation shall equal the amount required to be paid to the
      Depositor pursuant to the Deferred Sales Charge program as set
      forth in the prospectus for a Trust.




<PAGE>


                                  -5-


           K.   Section 3.14 shall be added as follows:

           Section 3.14.  Deferred Sales Charge.  If the prospectus
      for a Trust specifies a Deferred Sales Charge, the Trustee
      shall, on the dates specified in and as permitted by the
      prospectus, withdraw from the Income Account if such account is
      designated in the prospectus as the source of the payments of
      the Deferred Sales Charge, or to the extent funds are not
      available in that account or if such account is not so
      designated, from the Principal Account, an amount per Unit
      specified in the prospectus and credit such amount to a special,
      non-Trust account maintained at the Trustee out of which the
      Deferred Sales Charge will be distributed to the Depositor.  If
      the Income Account is not designated as the source of the
      Deferred Sales Charge payment or if the balances in the Income
      and Principal Accounts are insufficient to make any such
      withdrawal, the Trustee shall, as directed by the Depositor,
      either advance funds, if so agreed to by the Trustee, in an
      amount equal to the proposed withdrawal and be entitled to
      reimbursement of such advance upon the deposit of additional
      monies in the Income Account or the Principal Account, sell
      Securities and credit the proceeds thereof to such special
      Depositor's account or credit Securities in kind to such special
      Depositor's Account.  Such directions shall identify the
      Securities, if any, to be sold or distributed in kind and shall
      contain, if the Trustee is directed by the Depositor to sell a
      Security, instructions as to execution of such sales.  If a Unit
      Holder redeems Units prior to full payment of the Deferred Sales
      Charge, the Trustee shall, if so provided in the prospectus, on
      the Redemption Date, withhold from the Redemption Price payment
      to such Unit Holder an amount equal to the unpaid portion of the
      Deferred Sales Charge and distribute such amount to such special
      Depositor's account or, if the Depositor shall purchase such
      Unit pursuant to the terms of Section 5.02 hereof, the Depositor
      shall pay the Redemption Price for such Unit less the unpaid
      portion of the Deferred Sales Charge.  The Depositor may at any
      time instruct the Trustee to distribute to the Depositor cash or
      Securities previously credited to the special Depositor's
      account.

           L.   The following new Section 3.15 is added:

           Section 3.15.  Foreign Exchange Transactions; Reclaiming
      Foreign Taxes.  (a) For any Trust holding Securities denominated
      in a currency other than U.S. dollars, the Depositor shall
      direct the Trustee with respect to the circumstances under which
      foreign exchange transactions are to be entered into and
      calculations under this Indenture are to be made, in order to
      convert amounts receivable in respect of the Securities in
      foreign currencies into U.S. dollars.




<PAGE>



                                  -6-


           (b)  The Trustee shall take such action as the Sponsor
      shall direct or, if not so directed, use reasonable efforts to
      reclaim or recoup any amounts of non-U.S. tax paid by the Trust
      or withheld from Income received by the Trust to which the Trust
      may be entitled as a refund.

           M.   The following paragraphs are inserted after the first
      paragraph in Section 4.01:

           "With respect to foreign securities, each security
           listed on a securities exchange will be valued at the
           last closing sale price on the relevant stock exchange
           or if no such price exists at the closing offer price
           thereof.

           If the Trust holds securities denominated in a
           currency other than U.S. dollars, the evaluations
           shall be converted to U.S. dollars based, during the
           initial offering period, on the offering side of the
           relevant currency exchange rate, and subsequent to
           such period, on the bid side of the relevant exchange
           rate, including the cost of a forward foreign exchange
           contract in the relevant currency to correspond to the
           Trustee's settlement requirement for redemption
           requests as quoted to the Trustee by one or more banks
           designated by the Depositor, unless the Security is in
           the form of an American depository share or receipt,
           in which case the evaluations shall be based upon the
           U.S. dollar prices in the market for American
           depository shares or receipts (unless the Trustee
           deems such prices inappropriate as a basis for
           valuation)."

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




<PAGE>



                                  -7-


                                  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 Global 30 Portfolio 2000-2 (the
      "Select 30 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               for the
      Select 30 Trust.

           E.   A Unit is hereby declared initially equal to
      1/      th for the Select 30 Trust.

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

           G.   The term "Record Dates" shall mean            ,     ,
                   ,     ,             ,      and            ,
      and such other date as the Depositor may direct.

           H.   The term "Distribution Dates shall mean            ,
          ,             ,     ,              ,      and             ,
           and such other date as the Depositor may direct.

           I.   The term "Termination Date" shall mean

           ,     .

           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 $     per 100 Units.

           L.   For a Unit Holder to receive "in-kind" distribution
      during the life of the Trust other than in connection with a
      rollover, such Unit Holder must tender at least 25,000 Units for




<PAGE>



                                  -8-


      redemption.  On the In-Kind Date there is no minimum amount of
      Units that a Unit Holder must tender in order to receive an "in-
      kind" distribution.

           M.   The Indenture 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.

           (Signatures and acknowledgments on separate pages)