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        MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
   MORGAN STANLEY HIGH-TECHNOLOGY 35 INDEX PORTFOLIO 2000-2
                   REFERENCE TRUST AGREEMENT


          This Reference Trust Agreement dated March 20,
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 "Morgan Stanley Dean Witter Select Equity
Trust, Trust Indenture and Agreement" (the "Basic Agreement")
dated September 30, 1993 as amended on December 30, 1997.  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 incorpo-
rated 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 in-
strument 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 Securi-
     ties 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 deter-
     mine".


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          B.   Section 2.03 is amended to add the following to
     the end of the first paragraph thereof.  The number of
     Units may be increased through a split of the Units of de-
     creased through a reverse split thereof, as directed by
     the Depositor, which revised number of Units shall be re-
     corded by Trustee on its books.

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

          D.   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 substi-
tute the following language:

          Section 3.01.  INITIAL COST  The costs of organ-
     izing the Trust and sale of the Trust Units shall, to
     the extent  of the expenses reimbursable to the De-
     positor 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 Sec-
     tion 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 speci-
     fied, from the Principal Account, and pay to the De-
     positor the Depositor's reimbursable expenses of or-
     ganizing 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 di-


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     rected by the Depositor, sell Securities identified
     by the Depositor, or distribute to the Depositor Se-
     curities 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 Uni-
     tholders 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 or-
     ganizing the Trust and sale of the Trust Units shall
     include the cost of the initial preparation and type-
     setting 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 prospec-
     tuses, 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 reimburse-
     ment 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 Deposi-
     tor otherwise directs, used for payment of redemp-
     tions in excess of the per-Unit amount allocable to
     Units tendered for redemption.

          E.   The third paragraph of Section 3.05 is hereby
     amended to add the following sentence after the first sen-
     tence 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 instru-
     ments selected by the Depositor which will include only
     negotiable certificates of deposit or time deposits of do-
     mestic banks which are members of the Federal Deposit In-
     surance Corporation and which have, together with their
     branches or subsidiaries, more than $2 billion in total
     assets, except that certificates of deposit or time depos-
     its of smaller domestic banks may be held provided the de-
     posit does not exceed the insurance coverage on the in-
     strument (which currently is $100,000), and provided fur-
     ther that the Trust's aggregate holding of certificates of
     deposit or time deposits issued by the Trustee may not ex-



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     ceed the insurance coverage of such obligations and U.S.
     Treasury notes or bills (which shall be held until the ma-
     turity thereof) each of which matures prior to the  ear-
     lier 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 ex-
     penses) to be distributed on the earlier of the 90th day
     after receipt or the next following Distribution Date."

          F.   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,".

          G.   The following new Section 3.13 is added

          Section 3.13.  EXTRAORDINARY EVENT-SECURITY RE-
     TENTION AND VOTING.  In the event the Trustee is no-
     tified 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, reorganiza-
     tion, spin-off, split-off or split-up by the issuer
     of stock or securities held in the Trust, the Trustee
     shall take such action or refrain from taking any ac-
     tion, as appropriate,  so as to insure that the secu-
     rities 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, reorgani-
     zation, 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 De-
     positor nor the Trustee shall be liable to any person
     for any action or failure to take action with respect
     to this section.

          H.   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 pro-
     visions of Section 3.14 hereof, as set forth in the pro-
     spectus for a Trust.  Definitions following this defini-
     tion (9) shall be renumbered.

          I.   Section 3.05 is hereby amended to add the fol-
     lowing paragraph after the end thereof:  On each Deferred
     Sales Charge payment date set forth in the prospectus for



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     a Trust, the Trustee shall pay the account created pursu-
     ant to Section 3.14 the amount of the Deferred Sales
     Charge payable on each such date as stated  in the pro-
     spectus for a Trust.  Such amount shall be withdrawn from
     the Principal Account from the amounts therein designated
     for such purpose.

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

          K.   Section 3.08 shall be amended by adding the fol-
     lowing 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 pro-
     spectus for a Trust.

          L.   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 De-
     ferred 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 De-
     ferred Sales Charge payment or if the balances in the
     Income and Principal Accounts are insufficient to
     make any such withdrawal, the Trustee shall, as di-
     rected 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 di-
     rections shall identify the Securities, if any, to be



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     sold or distributed in kind and shall contain, if the
     Trustee is directed by the Depositor to sell a Secu-
     rity, 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 De-
     positor 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.

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

                              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 Morgan Stanley High-Technology 35
Index Portfolio 2000-2 (the "High-Tech 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 24,880 for the
High-Tech Trust.

          E.   A Unit is hereby declared initially equal to
1/24,880th for the High-Tech Trust.



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          F.   The term "In-Kind Distribution Date" shall mean
May 24, 2001.


          G.   The term "Record Dates" shall mean October 1, 2000,
and June 22, 2001 and such other date as the Depositor may direct.

          H.   The term "Distribution Dates shall mean October 15,
2000, and on or about June 29, 2001 and such other date as the
Depositor may direct.

          I.   The term "Termination Date" shall mean
June 22, 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 $0.72 per 100 Units.

          L.   For a Unit Holder to receive an "in-kind" dis-
tribution during the life of the Trust, such Unit Holder must
tender at least 25,000 Units for redemption.  There is no mini-
mum 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.   The Indenture is amended to provide that the pe-
riod during which the Trustee shall liquidate the Trust Securi-
ties shall not exceed 20 business days commencing on the first
business day following the In-Kind Date.

      (Signatures and acknowledgments on separate pages)



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          The Schedule of Portfolio Securities in the prospec-
tus included in this Registration Statement is hereby incorpo-
rated by reference herein as Schedule A hereto.