MORGAN STANLEY DEAN WIT SEL EQ TR STR SM CA POR 2000-1, 487, 2000-10-18

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<PAGE>

File No. 333-43326

Investment Company Act No. 811-5065

Filer: MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST

STRATEGIC SMALL-CAP PORTFOLIO 2000-1

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 1
TO
FORM S-6

For Registration Under the Securities Act of 1933 of Securities of
Unit Investment Trusts Registered on Form N-8B-2.

A. Exact name of Trust:

MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST STRATEGIC SMALL-CAP
PORTFOLIO 2000-1

B. Name of Depositor:

DEAN WITTER REYNOLDS INC.

C. Complete address of Depositor's principal executive office:

DEAN WITTER REYNOLDS INC.
Two World Trade Center
New York, New York 10048

D. Name and complete address of agent for service:

MR. MICHAEL D. BROWNE
DEAN WITTER REYNOLDS INC.
Unit Trust Department
Two World Trade Center - 59th Floor
New York, New York 10048

--------------

Copy to:

KENNETH W. ORCE, ESQ.
CAHILL GORDON & REINDEL
80 Pine Street
New York, New York 10005

<PAGE>

E. Total and amount of securities being registered:

An indefinite number of Units of Beneficial Interest pursuant to
Rule 24f-2 promulgated under the Investment Company Act of 1940, as
amended

F. Proposed maximum offering price to the public of the securities being
registered:

Indefinite

G. Amount of filing fee:

N/A

H. Approximate date of proposed sale to public:

AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THE REGISTRATION
STATEMENT.

Check box if it is proposed that this filing will
/x/ become effective immediately upon filing on October 18, 2000 pursuant to
Rule 487.

<PAGE>

MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
STRATEGIC SMALL-CAP PORTFOLIO 2000-1

Cross Reference Sheet

Pursuant to Rule 404(c) of Regulation C
under the Securities Act of 1933

(Form N-8B-2 Items required by Instruction 1
as to Prospectus on Form S-6)

FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS

I. ORGANIZATIONAL AND GENERAL INFORMATION

1. (a) Name of Trust ) Front Cover
(b) Title of securities issued )

2. Name and address of Depositor ) Table of Contents

3. Name and address of Trustee ) Table of Contents

4. Name and address of principal ) Table of Contents
Underwriter )

5. Organization of Trust ) Introduction

6. Execution and termination of In- ) Introduction; Amend-
denture ) ment and Termination
) of the Indenture

7. Changes of name ) Included in Form
) N-8B-2

8. Fiscal Year ) Included in Form
) N-8B-2

9. Litigation ) *

II. GENERAL DESCRIPTION OF THE TRUST
AND SECURITIES OF THE TRUST

10. General Information regarding )
Trust's Securities and Rights of )
Holders )

(a) Type of Securities ) Rights of Unit Hold-
(Registered or Bearer) ) ers

<PAGE>

FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS

(b) Type of Securities (Cumula- ) Administration of the
tive or Distributive) ) Trust-Distribution

(d) Rights of Holders as to ) Public Offering of
conversion, transfer, par- ) Units - Secondary
tial redemption and similar ) Market; Exchange Op-
matters ) tion; Redemption;
) Rights of Unit Hold-
) ers - Certificates

(e) Lapses or defaults with re- ) *
spect to periodic payment )
plan certificates )

(f) Voting rights as to Securi- ) Rights of Unit Hold-
ties under the Indenture ) ers - Certain Limita-
) tions; Amendment and
) Termination of the
) Indenture

(g) Notice to Holders as to )
change in )

(1) Composition of assets ) Administration of the
of Trust ) Trust - Reports to
) Unit Holders; The
) Trust - Summary De-
) scription of the
) Portfolios

(2) Terms and Conditions ) Amendment and Termi-
of Trust's Securities ) nation of the Inden-
) ture

(3) Provisions of Inden- ) Amendment and Termi-
ture ) nation of the Inden-
) ture

(4) Identity of Depositor ) Sponsor; Trustee
and Trustee )

----------
* Not applicable, answer negative or not required.

<PAGE>

FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS

(h) Security Holders Consent )
required to change )

(1) Composition of assets of ) Amendment and Termi-
Trust ) nation of the Inden-
) ture

(2) Terms and conditions of ) Amendment and Termi-
Trust's Securities ) nation of the Inden-
) ture

(3) Provisions of Indenture ) Amendment and Termi-
) nation of the Inden-
) ture

(4) Identity of Depositor and) *
Trustee )

(i) Other principal features ) Cover of Prospectus;
of the Trust's Securities ) Tax Status

11. Type of securities comprising ) The Trust - Summary
units ) Description of the
) Portfolios; Objec-
) tives and Securities
) Selection; The Trust
) - Special Considera-
) tions

12. Type of securities comprising ) *
periodic payment certificates )

13. (a) Load, fees, expenses, etc. ) Summary of Essential
) Information; Public
) Offering of Units -
) Public Offering
) Price; - Profit of
) Sponsor; - Volume
) Discount; Expenses
) and Charges

(b) Certain information regard- ) *
ing periodic payment cer- )
tificates )

----------
* Not applicable, answer negative or not required.

<PAGE>

FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS

(c) Certain percentages ) Summary of Essential
) Information; Public
) Offering of Units -
) Public Offering
) Price; - Profit of
) Sponsor; - Volume
) Discount

(d) Price differentials ) Public Offering of
) Units - Public Offer-
) ing Price

(e) Certain other loans, fees, ) Rights of Unit Hold-
expenses, etc. payable by ) ers - Certificates
holders )

(f) Certain profits receivable ) Redemption - Purchase
by depositor, principal un- ) by the Sponsors of
derwriters, trustee or af- ) Units Tendered for
filiated persons ) Redemption

(g) Ratio of annual charges to ) *
income )

14. Issuance of trust's securities ) Introduction; Rights
) of Unit Holders -
) Certificates

15. Receipt and handling of payments ) Public Offering of
from purchasers ) Units - Profit of
) Sponsor

16. Acquisition and disposition of ) Introduction; Amend-
underlying securities ) ment and Termination
) of the Indenture; Ob-
) jectives and Securi-
) ties Selection; The
) Trust - Summary De-
) scription of the
) Portfolio; Sponsor -
) Responsibility

17. Withdrawal or redemption ) Redemption; Public
) Offering of Units -
) Secondary Market

----------
* Not applicable, answer negative or not required.

<PAGE>

FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS

18. (a) Receipt and disposition of ) Administration of the
income ) Trust; Reinvestment
) Programs

(b) Reinvestment of distribu- ) Reinvestment Programs
tions )

(d) Schedule of distribution ) *

19. Records, accounts and report ) Administration of the
) Trust-Records and Ac-
) counts; - Reports to
) Unit Holders

20. Certain miscellaneous provisions ) Amendment and Termi-
of trust agreement ) nation of the Inden-
) ture; Sponsor - Limi-
) tation on Liability -
) Resignation; Trustee
) - Limitation on Li-
) ability - Resignation

21. Loans to security holders ) *

22. Limitations on liability of de- ) Sponsor, Trustee;
positor, trustee, custodian, ) Evaluator - Limita-
etc. ) tion on Liability

23. Bonding arrangements ) Included in Form N-
) 8B-2

24. Other material provisions of ) *
trust agreement

III. ORGANIZATION PERSONNEL AND
AFFILIATED PERSONS OF DEPOSITOR

25. Organization of Depositor ) Sponsor

26. Fees received by Depositor ) Expenses and Charges
) - fees; Public Offer-
) ing of Units - Profit
) of Sponsor

----------
* Not applicable, answer negative or not required.

<PAGE>

FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS

27. Business of Depositor ) Sponsor and Included
) in Form N-8B-2

28. Certain information as to offi- ) Included in Form
cials and affiliated persons of ) N-8B-2
Depositor

29. Voting securities of Depositor ) Included in Form
) N-8B-2

30. Persons controlling Depositor ) *

31. Compensation of Officers and Di- ) *
rector of Depositor )

32. Compensation of Directors of De- ) *
positor )

33. Compensation of employees of De- ) *
positor )

34. Remuneration of other persons ) *
for certain services rendered to )
trust )

IV. DISTRIBUTION AND REDEMPTION OF SECURITIES

35. Distribution of trust's securi- ) Public Offering of
ties by states ) Units - Public Dis-
) tribution

36. Suspension of sales of trust's ) *
securities )

37. Revocation of authority to dis- ) *
tribute )

38. (a) Method of distribution ) Public Offering of
(b) Underwriting agreements ) Units
(c) Selling agreements )

39. (a) Organization of principal ) Sponsor
underwriter )
(b) N.A.S.D. membership of )
principal underwriter )

----------
* Not applicable, answer negative or not required.

<PAGE>

Form N-8B-2 Form S-6
Item Number Heading in Prospectus

40. Certain fees received by princi- ) Public Offering of
pal underwriter ) Units - Profit of
) Sponsor

41. (a) Business of principal un- ) Sponsor
derwriter )
(b) Branch offices of principal ) *
underwriter )
(c) Salesman of principal un- ) *
derwriter )

42. Ownership of trust's securities ) *
by certain persons )

43. Certain brokerage commissions ) *
received by principal under- )
writer )

44. (a) Method of valuation ) Public Offering of
) Units
(b) Schedule as to offering ) *
price )
(c) Variation in offering price ) Public Offering of
to certain persons ) Units - Volume Dis-
) count; Exchange op-
) tion

45. Suspension of redemption rights ) *

46. (a) Redemption valuation ) Public Offering of
) Units - Secondary
) Market; Redemption
(b) Schedule as to redemption ) *
price )

47. Maintenance of position in un- ) See items 10(d), 44
derlying securities ) and 46

V. INFORMATION CONCERNING THE
TRUSTEE OR CUSTODIAN

48. Organization and regulation of ) Trustee
Trustee )

49. Fees and expenses of Trustee ) Expenses and Charges

----------
* Not applicable, answer negative or not required.

<PAGE>

Form N-8B-2 Form S-6
Item Number Heading in Prospectus

50. Trustee's lien ) Expenses and Charges

VI. INFORMATION CONCERNING INSURANCE OF
HOLDERS OF SECURITIES

51. (a) Name and address of Insur- ) *
ance Company )
(b) Type of policies ) *
(c) Type of risks insured and ) *
excluded )
(d) Coverage of policies ) *
(e) Beneficiaries of policies ) *
(f) Terms and manner of cancel- ) *
lation )
(g) Method of determining pre- ) *
miums )
(h) Amount of aggregate premi- ) *
ums paid )
(i) Persons receiving any part ) *
of premiums )
(j) Other material provisions ) *
of the Trust relating to )
insurance )

VII. POLICY OF REGISTRANT

52. (a) Method of selecting and ) Introduction Objec-
eliminating securities from ) tives and Securities
the Trust ) Selection; The Trust
) - Summary Description
) of the Portfolio
) Sponsor - Responsi-
) bility

(b) Elimination of securities ) *
from the Trust )

(c) Substitution and elimina- ) Introduction Objec-
tion of securities from the ) tives and Securities
Trust ) Selection; Sponsor -
) Responsibility

(d) Description of any funda- ) *
mental policy of the Trust )

----------
* Not applicable, answer negative or not required.

<PAGE>

Form N-8B-2 Form S-6
Item Number Heading in Prospectus

53. Taxable status of the Trust ) Cover of Prospectus;
) Tax Status

VIII. FINANCIAL AND STATISTICAL INFORMATION

54. Information regarding the ) *
Trust's past ten fiscal years )

55. Certain information regarding ) *
periodic payment plan certifi- )
cates )

56. Certain information regarding ) *
periodic payment plan certifi- )
cates )

57. Certain information regarding ) *
periodic payment plan certifi- )
cates )

58. Certain information regarding ) *
periodic payment plan certifi- )
cates )

59. Financial statements ) Statement of Finan-
(Instruction 1(c) to Form S-6) ) cial condition

----------
* Not applicable, answer negative or not required.
<PAGE>
MORGAN STANLEY DEAN WITTER

[LOGO] UNIT INVESTMENT TRUST
SELECT EQUITY TRUSTS

STRATEGIC SMALL-CAP PORTFOLIO 2000-1

--------------------------------------------------------------------------------

(A Unit Investment Trust)
-----------------------------------------------------------------------------

Trust objective: to provide capital appreciation through an investment for
approximately 1 year in a fixed portfolio consisting of fifty common stocks
selected by applying a quantitative stock selection model.

The value of the Units of the Trust will fluctuate with the value of the
Portfolio of underlying Securities, and dividends may fluctuate or not be paid.

AN INVESTMENT IN THE TRUST IS NOT A DEPOSIT OF ANY BANK AND IS NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT
AGENCY. INVESTMENT IN UNITS OF THE TRUST IS SUBJECT TO INVESTMENT RISK,
INCLUDING THE POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.

<TABLE>
<CAPTION>
SPONSOR TRUSTEE
------- -------
<S> <C>
Dean Witter Reynolds The Chase Manhattan Bank
Inc. 270 Park Avenue
2 World Trade Center New York, New York 10017
New York, New York 10048
</TABLE>

--------------------------------------------------------------------------------

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

PROSPECTUS DATED OCTOBER 18, 2000

<PAGE>
SUMMARY OF ESSENTIAL INFORMATION

MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST

STRATEGIC SMALL-CAP PORTFOLIO 2000-1

AS OF OCTOBER 17, 2000, THE INITIAL DATE OF DEPOSIT

<TABLE>
<S> <C>
Aggregate Value at the Evaluation Time of Securities in
Trust..................................................... $249,038.23
Number of Units(1).......................................... 25,130
Fractional Undivided Interest in the Trust Represented by
Each Unit................................................. 1/25,130
Public Offering Price Per 100 Units:
Value of Securities in the Trust........................ $ 986.24
Plus Value of Securities for Organization Costs(2)...... 4.76
Total Value of Securities............................... 991.00
Plus Sales Charge of 2.90% of Public Offering Price(3)
(2.926% of the amount invested in Securities).......... 29.00
Less Deferred Sales Charge per 100 Units................ (20.00)
-----------
Public Offering Price per 100 Units(4).................. $ 1,000.00
===========
Sponsor's Repurchase Price per 100 Units and Redemption
Price per 100 Units (based on the value of the underlying
Securities, $29.00 less than the Public Offering Price per
100 Units)(5)............................................. $ 971.00
===========
</TABLE>

<TABLE>
<S> <C>
Evaluation Time: Close of the market: 4:00 p.m., New York time.

Minimum Purchase: The minimum initial investment is $1,000 ($100 if the initial purchase is through an
IRA). The minimum subsequent investment is $100.

Distributions will be made on the Distribution Date of on or about January 25, 2002 to holders of record
on the Record Date of January 18, 2002.

The Mandatory Termination Date of the Trust is January 18, 2002, although the Trust may terminate earlier
if the value of the Trust at any time is less than 40% of the market value of the Securities deposited
into the Trust. If you wish to receive Securities in-kind, you must elect prior to the in-kind
Distribution Date of December 5, 2001. During the 30 business day period after that date, the Liquidation
Period, the remaining Securities will be sold and the final distribution made (without interest on these
proceeds) within 5 business days after the proceeds of the last sale are received by the Trust.
</TABLE>

i
<PAGE>
SUMMARY OF ESSENTIAL INFORMATION--(continued)

------------------------

(1)The number of Units will increase as the Sponsor deposits additional
Securities into the Trust. See "Unit Creation--Deposit of Securities" in
Part B.

(2)Unit Holders will bear Organization Costs, which include the cost of
preparation and printing of the Indenture, Registration Statement and other
documents relating to the Trust, Federal and State registration fees and costs,
fees of the Portfolio Consultant, initial fees of the Trustee, and legal and
auditing expenses. At the close of the initial offering period, Securities will
be sold or cash will be used to reimburse the Sponsor for its advancements
towards organization costs. Organization Costs per Unit have been estimated
based on a Trust with $25 million of assets. If the assets of the Trust are less
than $25 million, the Organization Costs per Unit is likely to be greater than
the estimate shown.

(3)You will pay a maximum total sales charge of 2.9% of the Public Offering
Price. The sales charge has two components, an Initial Sales Charge and a
Deferred Sales Charge. The Initial Sales Charge is calculated by subtracting the
Deferred Sales Charge of $20.00 per 100 Units from the total sales charge. On
the date of this Summary of Essential Information, the Initial Sales Charge is
$9.00 per 100 Units (0.90% of the Public Offering Price). The amount of the
Initial Sales Charge will change and may be more than $9.00 per 100 Units as the
value of the Securities changes after the Initial Date of Deposit. The Initial
Sales Charge is reduced if you purchase Units with a value of $25,000 or more.
(See "Public Offering of Units--Volume Discount"). You will pay a sales charge
on all of the Securities, including the Securities held to pay Organization
Costs.

To pay the Deferred Sales Charge, the Trustee will sell Trust assets equal
to $4.00 per 100 Units on each Deferred Sales Charge Payment Date (the last
business day of each month, over a 5 month period beginning January 31, 2001).
If you sell, redeem or exchange your Units before the last Deferred Sales Charge
Payment Date the proceeds payable to you will be reduced by the amount of any
unpaid Deferred Sales Charge.

(4)This is the price as of the Initial Date of Deposit only and will change
on subsequent dates.

(5)This is the price as of the Initial Date of Deposit only and will change
on subsequent dates. This price reflects deductions for remaining Deferred Sales
Charge payments ($20.00 per 100 Units initially). In addition, after the initial
offering period, the repurchase and cash redemption prices will be further
reduced to reflect the Trust's estimated brokerage costs of selling Securities
to meet redemptions, currently estimated at $1.50 per 100 Units.

ii
<PAGE>
SUMMARY OF ESSENTIAL INFORMATION--(continued)

FEE TABLE

THIS FEE TABLE IS INTENDED TO HELP YOU TO UNDERSTAND THE COSTS AND EXPENSES THAT
YOU WILL BEAR DIRECTLY OR INDIRECTLY. SEE PUBLIC OFFERING OF UNITS AND EXPENSES
AND CHARGES. ALTHOUGH THE TRUST HAS A TERM OF APPROXIMATELY ONE YEAR, AND IS A
UNIT INVESTMENT TRUST RATHER THAN A MUTUAL FUND, THIS INFORMATION IS PRESENTED
TO PERMIT A COMPARISON OF FEES AND EXPENSES, ASSUMING THE PRINCIPAL AMOUNT AND
DISTRIBUTIONS ARE EXCHANGED EACH YEAR INTO A NEW TRUST SUBJECT ONLY TO THE
DEFERRED SALES CHARGE AND TRUST EXPENSES.

<TABLE>
<CAPTION>
AMOUNT PER
$1,000
INVESTMENT
IN 100
UNIT HOLDER TRANSACTION EXPENSES UNITS
-------------------------------- ----------
<S> <C> <C>
Initial Sales Charge Imposed on Purchase.................... 0.90%(a) $ 9.00
Deferred Sales Charge per Year.............................. 2.00%(a) 20.00
----- ------
Maximum Sales Charge per Year............................... 2.90% $29.00
===== ======

ORGANIZATION COSTS.......................................... 0.476% $ 4.76

ESTIMATED ANNUAL TRUST OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS) (b)
Trustee's Fee including Estimated Expenses (c)............ 0.110% $ 1.10
Sponsor's Portfolio Supervision Fee (c)................... 0.025 0.25
Bookkeeping and Administrative Fees....................... -- --
Other Operating Expenses.................................. -- --
----- ------
Total................................................. 0.135% $ 1.35
</TABLE>

iii
<PAGE>
FEE TABLE--(continued)

EXAMPLE

<TABLE>
<CAPTION>
CUMULATIVE EXPENSES PAID FOR PERIOD
-----------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------- -------- -------- --------
<S> <C> <C> <C> <C>
An investor would pay the following expenses on a $10,000
investment,
assuming an estimated operating expense ratio and
organization cost
of 0.611% and a 5% annual return on the investment
throughout
the periods................................................ $351 $888 $1,450 $2,977

The Example assumes all dividends and distributions will be reinvested and uses a 5% annual rate of
return as mandated by Securities and Exchange Commission regulations applicable to mutual funds. For
purposes of the Example, the Deferred Sales Charge imposed on reinvestment of dividends is not
reflected until the year following payment of the dividend; the cumulative expenses would be higher if
sales charges on reinvested dividends were reflected in the year of reinvestment. Because the
reductions to the repurchase and cash redemption prices described in footnote 5 on page ii apply only
to the secondary market, these reductions have not been reflected in the figures above. The Example
should not be considered a representation of past or future expenses or annual rate of return; the
actual expenses and rate of return may be more or less than those assumed for purposes of the Example.
</TABLE>

-------------------

(a) The Initial Sales Charge is actually the difference between 2.90% and the
Deferred Sales Charge of $20.00 per 100 Units; it will exceed 0.90% if the
Public Offering Price exceeds $1,000 per 100 Units.

The Deferred Sales Charge is paid at a rate of $4.00 per 100 Units per
month on each of the 5 Deferred Sales Charge Payment Dates, irrespective of
the purchase or redemption price per Unit. If a Holder sells Units before
all of these payments have been made, any unpaid Deferred Sales Charge will
be deducted from the sales proceeds. If the Unit purchase price exceeds
$1000 per 100 Units, the Deferred Sales Charge will be less than 2.00%; if
the Unit purchase price is less than $1000 per 100 Units, the Deferred
Sales Charge will exceed 2.00%.

(b) The estimates do not include the costs paid by the Trust of purchasing and
selling Securities.

(c) The fees accrue daily and are payable on each Distribution Date. The
Sponsor estimates that dividends from the Securities (based on the last
dividends actually paid) will be sufficient to pay the estimated expenses
of the Trust. See: "Expenses and Charges". The Trustee's fee is based on a
Trust with assets of $50 million. If Trust assets are less than $50
million, the Trustee's fee will be higher. In addition to the Trustee's
fee, brokerage costs which the Trust will pay to purchase Securities are
currently estimated at $1.25 per 100 Units.

iv
<PAGE>
SUMMARY OF ESSENTIAL
INFORMATION--

INVESTMENT NAME AND STRUCTURE: The Morgan Stanley Dean Witter Select Equity
Trust Strategic Small-Cap Portfolio 2000-1 (the "Trust")--a unit investment
trust composed of publicly-traded common stocks or contracts to purchase those
stocks (the "Securities").

OBJECTIVE: To provide capital appreciation through investment in 50 common
stocks, which have the potential for above-average capital appreciation. The
Portfolio was selected as of October 13, 2000 (the Stock Selection Date) from
among the stocks in the Russell 2000 Index(1). There can be no assurance that
the Trust will achieve its objective. The Portfolio is designed with the
objective of capital appreciation and is not appropriate for those investors who
are not willing to assume the increased risks involved with a portfolio of
small-cap stocks nor for those seeking preservation of capital or current
income. Dividend income is not an objective of the Trust.

INVESTMENT SUMMARY: The Portfolio consists of 50 common stocks identified by
a proprietary, quantitative stock selection model developed by Lightstone
Capital Management LLC (LCM), Portfolio Consultant to the Trust. The Selection
Model seeks to identify stocks that have a strong potential for above-average
capital appreciation over the approximate one-year life of the Trust. The
Selection Model seeks to identify 25 "growth" stocks and 25 "growth" stocks with
"value" attributes.

The "growth" stocks generally have exhibited such characteristics as
relatively high price to earnings, price to sales or price to book value ratios,
as well as modest to no dividend payments and betas that have tended to be
higher than 1.00, and may be generally characterized as growth-oriented stocks.
A stock's "beta" is a measure of its price volatility relative to the volatility
of the S&P 500 Index. Due to the characteristics mentioned above, they have
exhibited and may be expected to exhibit relatively higher price volatility and
may be riskier to own than stocks that have lower price to earnings, price to
sales or price to book value ratios, higher dividend payouts and lower betas
some of which may be generally characterized as value-oriented stocks.

In an attempt to reduce potential Portfolio volatility, half of the
Portfolio is selected by first applying selection criteria that can help
identify relative "value" attributes in a particular stock. In a relative
comparison to the "growth" stock half of the Portfolio, which excludes the
additional value-oriented screen, these stocks may generally exhibit lower price
to earnings ratios, price to book ratios, or betas, in addition to having lower
price to sales ratios. However, these stocks may not necessarily be perceived as
"value" stocks in comparison to other sectors of the equity markets.

The Selection Model applies certain criteria to choose the Portfolio from
the companies comprising the Russell 2000 Index. The
Russell 2000-Registered Trademark- Index measures the performance of the 2,000
smallest companies in the Russell 3000 Index, and currently represents
approximately 8% of the total market capitalization of the
Russell 3000-Registered Trademark- Index. The
Russell 3000-Registered Trademark- Index measures the performance of the 3,000
largest US companies based on total market capitalization, and currently
represents approximately 98% of the publicly investable US equity market. A
company's stock will generally be considered small-cap if the company's market
capitalization is less than $1.5 billion. The Trust permits investors to buy and
hold a fixed portfolio for approximately one year. At the end of the year, the
Trust will be liquidated and it is intended that the Selection Model will be
reapplied to select a new Portfolio if a new trust is offered.

Although the Trust is a one-year investment, the strategy is long-term.
Investors should consider reinvesting in successive trusts, if available, for at
least three to five years, to take advantage of the long-term strategy.
Reinvesting each year requires your payment of the deferred sales charge each
year, and will result in current tax consequences unless you hold your Units in
a tax advantaged account.

------------------------
(1) "Russell 2000"-Registered Trademark- is a trademark of The Frank Russell
Company. The Portfolio Securities do not reflect any recommendations of The
Frank Russell Company with regard to utilizing the current universe of
Russell 2000 Index stocks, and were solely selected by the Selection Model.
The Trust is not sponsored, managed, sold or promoted by The Frank Russell
Company. The Frank Russell Company is not affiliated with the Sponsor.

v
<PAGE>
TRUST SECURITIES: The Portfolio Securities consist of common stocks
identified through a Selection Model developed by LCM. LCM is a registered
investment adviser whose president is John B. Lightstone, PhD. LCM is in the
business of developing investment strategies for various investment products.

The Selection Model is comprised of two processes which are applied at the
time of the Trust's formation to the stocks in the Russell 2000 Index. Each
process identifies 25 stocks for the portfolio.

Process One - seeking to identify "growth" stocks: Begin with the 2000
stocks in the Russell 2000 Index. Apply the Earnings Pressure screen to the 2000
stocks. The Earnings Pressure screen is as follows:

(a) The estimated earnings for the next 12 months using analysts consensus
estimates(2) of earnings per share (EPS) available as of the Stock Selection
Date is obtained for each company.

(b) The estimated 12-month consensus earnings for one month, two months and
three months before the Stock Selection Date is obtained for each company. A
weighted average of estimated 12-month consensus earnings is then calculated
over the most recent three months before the Stock Selection Date.

(c) The Selection Model calculates the percentage change between the
12-month estimated consensus earnings for each of the companies as of the Stock
Selection Date and the weighted average of estimated 12-month consensus earnings
over the most recent three months before the Stock Selection Date.

(d) The Selection Model weights the percentage change in 12-month estimated
consensus earnings by factors developed by LCM which seek to take into account
the likely impact of these changes on the future price of the stock, such as the
extent of agreement in consensus earnings estimates among analysts and the
number of upward and downward revisions by analysts.

(e) The stocks are ranked from highest to lowest based on the resulting
weighted percentage change in estimated 12-month consensus earnings and the 25
stocks with the highest weighted percentage change in estimated 12-month
consensus earnings are selected.

Process Two - seeking to identify "growth" stocks with "value" attributes:
Begin with the 2000 stocks in the Russell 2000 Index and select the 200 stocks
with the lowest price to sales ratio (current stock price divided by the sales
per share ("PSR")). A low PSR can be considered to be a significant "value"
attribute. Apply the Earnings Pressure screen to the 200 stocks. The stocks are
ranked from highest to lowest and the 25 stocks with the highest weighted
percentage change in estimated 12-month consensus earnings are selected.

If one or more stocks are selected by both Processes One and Two, it will be
counted as one selection only. As a result, to get to a total of 50 stocks,
additional stocks will be identified and selected by alternately applying
Process Two to arrive at another stock and then Process One to arrive at another
stock, continuing as necessary to get to 50 stocks. The 50 stocks are generally
equally-weighted, although there are certain variations based on market factors,
including average daily trading volume. See the "Schedule of Portfolio
Secuities" for the market value weightings of each security in the Trust as of
the Initial Date of Deposit.

Following the initial deposit, the Sponsor expects to deposit additional
Securities, contracts to purchase additional Securities together with a letter
of credit and/or cash with instructions to purchase additional Securities to
create Additional Units. To the extent practicable, the proportionate
relationship between the number of shares of each Security in the Portfolio will
be maintained.

------------------------
(2) The Portfolio Consultant obtains analysts consensus earnings estimates from
information providers that are not affiliated with the Sponsor or the
Portfolio Consultant. The consensus earnings estimates are the average of
earnings estimates provided by analysts reporting to the information
providers. The Sponsor assumes no responsibility for the accuracy of the
data. The Sponsor has not independently verified the data and, therefore,
does not guarantee the accuracy of the data. The Sponsor is not aware that
the data is inaccurate.

vi
<PAGE>
PORTFOLIO CHARACTERISTICS. The Portfolio of the Trust consists of 50 issues
of common stocks, issued by companies in the categories set forth below:

<TABLE>
<CAPTION>
PERCENTAGE OF
CATEGORIES AGGREGATE MARKET VALUE
OF ISSUER OF TRUST PORTFOLIO*
--------- ----------------------
<S> <C>
Retail 19.04%
Computers 12.42%
Distributors 8.05%
HealthCare 6.18%
Services 6.12%
Homebuilding 6.03%
Electronics 5.97%
Oil & Gas 4.07%
Truckers 3.97%
E-Commerce 2.12%
Gaming, Lottery &
Parimutual Companies 2.04%
Beverages 2.03%
Metal Fabricators 2.03%
Real Estate Investment
Trusts 2.03%
Foods 2.02%
Iron & Steel 2.02%
Textiles 2.02%
Communication Equipment 2.01%
Equipment 2.00%
Publishing 2.00%
Electronic Companies 1.98%
Office Equipment & Supplies 1.96%
Chemicals 1.90%
</TABLE>

* As of Initial Date of Deposit, subject to future change.

RISK FACTORS: An investment in Units of the Trust should be made with an
understanding of the following risks associated with the Trust's fixed portfolio
of common stocks:

Risks inherent in an investment in common stocks include:

- price fluctuation,

- volatility inherent in equity securities, particularly to small-cap
stocks, and

- dividends may fluctuate or not be paid at any time.

If the Selection Model were applied after the Stock Selection Date, the
later applied Selection Model may select a portfolio that is substantially
different from the portfolio of this Trust.

The Trust is not designed to be nor is it a complete equity investment
program. The Securities, and hence the Units, may be unsuitable for investors
depending on their specific investment objectives and financial position. The
Portfolio Securities represent a limited subset of securities in the
Russell 2000 Index and their performance, dividend income and daily pricing will
not track that of the Russell 2000 Index.

Securities characterized as small-cap securities generally exhibit higher
price volatility and trade at higher multiples of price to earnings (or exhibit
no current earnings at all), in comparison to the Russell 3000 Index or
Russell 2000 Index as a whole and in comparison to many of the stocks that
comprise each Index. A small-cap company may have:

- a limited product line

- limited financial resources

- reduced access to capital markets

- greater susceptibility to economic downturns

- greater likelihood of adverse events resulting in bankruptcy

Small-cap securities, especially those with relatively higher percentage
changes in analysts' earnings estimates, are likely to exhibit substantial price
volatility and speculative trading.

Securities may appreciate or depreciate in value (or pay dividends)
depending on the full range of economic and market influences (both domestic and
international) affecting corporate profitability, the financial condition of
issuers and the prices of equity securities in general and the Securities in
particular. The value of a Unit may decline and when you sell or redeem your
Unit it may be worth less than what you paid for it. Securities may only be sold
for limited reasons, such as a material deterioration in the financial condition
of an issuer. During the life of the Trust, Securities will not be sold to take
advantage of market fluctuations. Equity markets have been at historically high
levels and we cannot assure that these levels will continue.

vii
<PAGE>
There are risks inherent in an investment in common stocks, including risks
associated with the limited rights of holders of common stock to receive
payments from issuers of that stock. These rights are inferior to those of
creditors and holders of debt obligations or preferred stock. Also, holders of
common stock have the right to receive dividends only when, as and if such
dividends are declared by the issuer's board of directors.

In addition, the Sponsor and its affiliates, through separate trading,
lending, investment banking or other business activities, may adversely impact
the price of the underlying Securities.

Additional Risk Factors. See also notes to "Schedule of Portfolio
Securities" and "The Trust--Risk Factors" in Part B.

DISTRIBUTION: The Trustee will distribute net income on each Distribution
Date to holders of record on the immediately preceding Record Date as set forth
on page i above. If Securities are sold and the sales proceeds are not used to
redeem Units, the sales proceeds will be distributed to Unit Holders. Upon
termination of the Trust, the Trustee will distribute to each Unit Holder of
record its pro rata share of the Trust's assets, less expenses and less any
Deferred Sales Charge then payable. Unit Holders can elect to invest their
distributions automatically in units of a New Series, if offered by the Sponsor.
Units acquired through investment upon termination will be subject only to a
deferred sales charge (see "Administration of the Trust--Termination").

The Sponsor anticipates that dividends from the Securities will be
sufficient to:

- pay expenses of the Trust and

- after paying expenses, to make the periodic net income distributions to
Unit Holders.

This expectation is based on the last dividend actually paid by the
companies included in the Schedule of Portfolio Securities. (See: "Expenses and
Charges" and "Administration of the Trust--Distribution".)

PUBLIC OFFERING PRICE: The Public Offering Price per 100 Units is computed
after receipt of a purchase order on the basis of

- the total value of the underlying Securities and

- cash held by the Trust.

The assets are reduced by Trust expenses and liabilities and then divided by
the number of Units outstanding times 100. A sales charge is then added. Further
details can be found on pages i and ii above, particularly footnote 3. (See
"Public Offering of Units--Public Offering Price".)

Unit Holders acquiring units in any future series through an exchange or
rollover of units of a previous series will acquire those units subject only to
the Deferred Sales Charge. Investors desiring to invest in successive trusts at
a reduced sales charge must elect to do so before the termination of their
existing trust.

MARKET FOR UNITS: The Sponsor, although not obligated to do so, intends to
maintain a market for the Units. If this market is not maintained, a Unit Holder
will be able to dispose of his Units through redemption at prices based on the
aggregate value of the underlying Securities. The sale or redemption price will
be the then current Unit net asset value including deduction for any remaining
Deferred Sales Charge.

TERMINATION: The Trust will terminate approximately 1 year after the Initial
Date of Deposit regardless of market conditions at that time. Unit Holders may
elect to receive shares in-kind. The Trust will then liquidate generally over a
14 business day period. Cash held upon this sale of Securities will be held
uninvested in non-interest bearing accounts created by the Indenture until
distributed pro rata to Unit Holders on or about January 25, 2002. The Trustee
will benefit from holding the cash because it can earn interest on it during the
period.

The amount realized by a Unit Holder upon termination may be less than the
amount paid by the Unit Holder. Sales of Securities in the Trust during the
period before termination and upon termination may be at a lower price than
might otherwise be realized if the sale were not required at that time. (See:
"Administration of the Trust--Distribution".)

Because the Trust is not managed and the Securities can only be sold during
the Liquidation Period or under certain other limited circumstances described in
this Prospectus, the proceeds received from the sale of Securities may be less
than could be obtained if the sale had taken place at a different time.
Depending on the volume of Securities sold and the prices of and demand for
Securities at the

viii
<PAGE>
time of such sale, the sales of Securities from the Trust may tend to depress
the market prices of those Securities and hence the value of the Units, thus
reducing termination proceeds available to Unit Holders. To lessen potential
adverse price consequences of heavy volume trading in the Securities taking
place over a short period of time and to provide an average market price for the
Securities, the Trustee will follow procedures set forth in the Indenture to
sell the Securities in an orderly fashion over a period not to exceed the
Liquidation Period.

The Sponsor can give no assurance, however, that these procedures will
lessen negative price consequences or provide a better price for these
Securities. The Trust may terminate earlier than on the Mandatory Termination
Date if the value of the Trust is less than forty percent of the value of all of
the Securities at the time they are acquired by the Trust.

LITIGATION AND LEGISLATION: The Sponsor does not know of any pending
litigation as of the initial date of deposit that might reasonably be expected
to have a material adverse effect on the Portfolio, although pending litigation
may have a material adverse effect on the value of Securities in the Portfolio.
In addition, at any time after the initial date of deposit, litigation may be
initiated on a variety of grounds, or legislation may be enacted, affecting the
Securities in the Portfolio or the issuers of the Securities. Future litigation,
legislation, regulation or deregulation may have a material adverse effect on
the Portfolio or may impair the ability of the issuers of the Securities to
achieve their business goals.

INDEX PAST PERFORMANCE: The chart below shows how the Russell 2000 Index has
performed over the past 20 years relative to the S&P 500 Index.

<TABLE>
<CAPTION>
RUSSELL 2000-REGISTERED TRADEMARK- INDEX S&P 500 INDEX(1)*
YEAR ENDED 12/31 TOTAL RETURN* TOTAL RETURN
--------------------- ---------------------------------------- -----------------
<S> <C> <C>
1980 38.58 32.42
1981 2.03 -4.91
1982 24.95 21.41
1983 29.13 22.51
1984 -7.30 6.27
1985 31.05 32.16
1986 5.68 18.47
1987 -8.77 5.23
1988 24.89 16.81
1989 16.24 31.49
1990 -19.51 -3.17
1991 46.05 30.55
1992 18.41 7.67
1993 18.91 9.99
1994 -1.82 1.31
1995 28.44 37.43
1996 16.49 23.07
1997 22.36 33.36
1998 -2.55 28.58
1999 21.26 20.89
Average annual total
return 13.96% 17.87%
</TABLE>

------------------------

* Returns represent price changes plus dividends reinvested.
SOURCE: IBBOTSON ASSOCIATES, INC.

(1) "S&P-Registered Trademark- 500" is a registered trademark of the McGraw-Hill
Companies, Inc. The Trust is not sponsored, managed, sold or promoted by
Standard & Poor's.

Investors should note that the Trust's portfolio, and an individual
investment in Trust units, may perform better or worse than the Russell 2000
Index for a number of reasons, including:

- the Trust's portfolio contains 50 stocks, which is only a small fraction
(1/40(th)) of the 2000 stocks in the Index

- the Trust's stocks were chosen based on the selection process criteria,
and not with the objective of tracking the Index

- the performance of the Trust's portfolio, and an individual investment in
units, will be reduced by Trust sales charges, expenses and commissions
incurred in buying and selling portfolio securities, while Index
performance does not take into account such things

- a portfolio, and an individual investment in units, each will have their
own beginning and ending dates, and, therefore, each will be affected by
the different market factors applying at such times

Past performance is no guarantee of future results.

ix
<PAGE>
INDEPENDENT AUDITORS' REPORT

THE UNIT HOLDERS, SPONSOR AND TRUSTEE

MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
STRATEGIC SMALL-CAP PORTFOLIO 2000-1

We have audited the accompanying statement of financial condition, including
the schedule of portfolio securities, of the Morgan Stanley Dean Witter Select
Equity Trust Strategic Small-Cap Portfolio 2000-1 as of October 17, 2000. This
financial statement is the responsibility of the Trustee. Our responsibility is
to express an opinion on this financial statement based on our audit.

We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statement is free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statement. Our procedures included confirmation of an irrevocable letter of
credit for the purchase of securities, as shown in the statement of financial
condition as of October 17, 2000, by correspondence with The Chase Manhattan
Bank, the Trustee. An audit also includes assessing the accounting principles
used and significant estimates made by the Trustee, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the statement of financial condition referred to above
presents fairly, in all material respects, the financial position of the Morgan
Stanley Dean Witter Select Equity Trust Strategic Small-Cap Portfolio 2000-1 as
of October 17, 2000, in accordance with accounting principles generally accepted
in the United States of America.

GRANT THORNTON LLP

October 17, 2000
Chicago, Illinois

x
<PAGE>
STATEMENT OF FINANCIAL CONDITION

MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST

STRATEGIC SMALL-CAP PORTFOLIO 2000-1

INITIAL DATE OF DEPOSIT, OCTOBER 17, 2000

<TABLE>
<S> <C>
TRUST PROPERTY
Sponsor's Contracts to purchase underlying Securities
backed by an irrevocable letter of credit (a)(b)....... $249,038.23
-----------
Total................................................. $249,038.23
===========
LIABILITIES AND INTEREST OF UNIT HOLDERS
Liabilities
Deferred portion of sales charge (c).................. $ 5,026.00
Organization Costs (b)................................ 1,196.19
-----------
Subtotal.............................................. 6,222.19
-----------
Interest of Unit Holders--
Units of fractional undivided interest outstanding:
Cost to investors (d)................................. 251,300.88
Less: Gross underwriting commissions (e).............. (7,288.65)
Less: Organization Costs (b).......................... (1,196.19)
-----------
Net amount applicable to investors...................... 242,816.04
-----------
Total................................................. $249,038.23
===========
</TABLE>

xi
<PAGE>
------------------------

(a) The aggregate value of the Securities represented by Contracts to Purchase
listed under "Schedule of Portfolio Securities" and their cost to the Trust
are the same. The value is determined by the Trustee on the basis set forth
under "Public Offering of Units--Public Offering Price". A $300,000.00
irrevocable letter of credit drawn on Danske Bank has been deposited with
the Trustee.

(b) A portion of the Public Offering Price consists of Securities in an amount
sufficient to pay for all or a portion of the costs incurred in establishing
the Trust. The Sponsor will be reimbursed for the organization costs at the
close of the initial offering period. Organization costs per unit have been
estimated based on a Trust with projected total assets of $25 million. To
the extent the assets of the Trust are less than $25 million, the
organization costs may be less, although the per Unit amount may increase.
If the assets of the Trust are more, the organization costs may be higher,
although the per Unit amount may decrease.

(c) Represents the aggregate amount of mandatory distributions of $4.00 per 100
Units per month payable on the last business day of each month from January
31, 2001 through May 31, 2001. Distributions will be made to an account
maintained by the Trustee from which the Unit Holders' Deferred Sales Charge
obligation to the Sponsor will be satisfied. If Units are redeemed prior to
May 31, 2001, the remaining portion of the obligation applicable to such
Units will be transferred to such account on the redemption date.

(d) The aggregate Public Offering Price is computed on the basis set forth under
"Public Offering of Units--Public Offering Price."

(e) The maximum aggregate sales charge of 2.90% of the Public Offering Price per
100 Units is computed on the basis set forth under "Public Offering of
Units--Public Offering Price".

xii
<PAGE>

SCHEDULE OF PORTFOLIO SECURITIES

MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
STRATEGIC SMALL-CAP PORTFOLIO 2000-1
ON INITIAL DATE OF DEPOSIT, OCTOBER 17, 2000

<TABLE>
<CAPTION>
PROPORTIONATE PERCENTAGE
RELATIONSHIP OF AGGREGATE PRICE PER
PORTFOLIO NUMBER OF BETWEEN NO. MARKET VALUE SHARE TO
NO. NAME OF ISSUER SHARES OF SHARES OF TRUST TRUST
--- --------------------------------------------- ------ --------- ------------ -----
<C> <S> <C> <C> <C> <C>
1 About.com, Inc. (2) 273 1.59 % 2.03 % $ 18.5000
2 AK Steel Holding Corporation 558 3.25 2.02 9.0000
3 AmeriSource Health Corporation (2) 110 0.64 2.03 46.0000
4 Anixter International, Inc. (2) 227 1.32 2.01 22.0000
5 Arkansas Best Corporation (2) 329 1.91 1.95 14.7500
6 Avis Group Holdings, Inc. (2) 184 1.07 2.00 27.0625
7 Aztar Corporation (2) 365 2.12 2.04 13.9375
8 Bindley Western Industries, Inc. 134 0.78 2.00 37.2500
9 Cerner Corporation (2) 96 0.56 2.04 52.8750
10 Chicos Fas, Inc. (2) 146 0.85 2.00 34.1875
11 Constellantion Brands, Inc. (2) 104 0.61 2.03 48.6250
12 Cymer, Inc. (2) 271 1.58 2.00 18.3750
13 Denbury Resources, Inc. (2) 681 3.96 2.05 7.5000
14 Drugstore.com, Inc. (2) 2,033 11.83 2.14 2.6250
15 DSP Group, Inc. (2) 152 0.88 1.97 32.3125
16 Foundation Health Systems, Inc. (2) 309 1.80 2.01 16.1875
17 Grace (W.R.) & Company (2) 1,199 6.98 1.90 3.9375
18 Group 1 Automotive, Inc. (2) 472 2.75 1.79 9.4375
19 Haverty Furniture Companies, Inc. 512 2.98 2.04 9.9375
20 Hot Topic, Inc. (2) 169 0.98 1.98 29.1250
21 HotJobs.com, Limited (2) 406 2.36 2.12 13.0000
22 Insight Enterprises, Inc. (2) 250 1.45 2.03 20.1875
23 Jupiter Media Metrix, Inc. (2) 423 2.46 2.07 12.1875
24 Kaufman and Broad Home Corporation 193 1.12 2.01 25.9375
25 Laboratory Corporation of America Holdings 41 123.6250
(2) 0.24 2.04
26 Lennar Corporation 172 1.00 2.02 29.2500
27 Michaels Stores, Inc. (2) 140 0.81 1.99 35.4375
28 Network Commerce, Inc. (2) 1,709 9.95 2.06 3.0000
29 NorthWestern Corporation 242 1.41 1.98 20.3750
30 Owens & Minor, Inc. 325 1.89 2.00 15.3125
31 Performance Food Group Company (2) 149 0.87 2.02 33.7500
32 Pericom Semiconductor Corporation (2) 208 1.21 1.90 22.7500
33 Philips-Van Heusen Corporation 470 2.74 2.02 10.6875
34 Pioneer-Standard Electronics, Inc. 468 2.72 2.10 11.1875
35 Plains Resources, Inc. (2) 265 1.54 2.02 18.9375

COST OF
PORTFOLIO SECURITIES
NO. TO TRUST (1)
--- ------------
<C> <C>
1 $ 5,050.50
2 5,022.00
3 5,060.00
4 4,994.00
5 4,852.75
6 4,979.50
7 5,087.19
8 4,991.50
9 5,076.00
10 4,991.38
11 5,057.00
12 4,979.63
13 5,107.50
14 5,336.63
15 4,911.50
16 5,001.94
17 4,721.06
18 4,454.50
19 5,088.00
20 4,922.13
21 5,278.00
22 5,046.88
23 5,155.31
24 5,005.94
25 5,068.63

26 5,031.00
27 4,961.25
28 5,127.00
29 4,930.75
30 4,976.56
31 5,028.75
32 4,732.00
33 5,023.13
34 5,235.75
35 5,018.44
</TABLE>

xiii
<PAGE>

COST OF
PORTFOLIO SECURITIES
NO. TO TRUST (1)
--- ------------
<C> <C>
36 $ 5,184.00
37 5,011.31
38 5,032.00
39 4,992.81
40 5,212.50
41 5,061.50
42 4,968.69
43 5,060.75
44 5,032.50
45 5,310.63
46 2,542.50
47 4,877.81
48 5,426.88
49 4,975.00
50 5,045.25
-----------
$249,038.23
===========
</TABLE>

------------------------

(1) All Securities are represented entirely by contracts to purchase entered
into on October 17, 2000. Valuation of Securities by the Trustee was made on
the basis of the closing sale price on the exchange where the security is
listed, or on the last sale price if not listed, at the Evaluation Time on
October 17, 2000. The aggregate purchase price to the Sponsor for the
Securities deposited in the Trust is $249,553.75. The Sponsor had a loss on
the Initial Date of Deposit of $515.52.

(2) These securities currently do not pay a dividend.

CONFLICTS OF INTEREST

The Sponsor and its affiliates may perform or seek to perform investment
banking services for, and may have acted as an underwriter, manager or
co-manager of a public offering of the securities of the above issuers during
the last three years and may do so from time to time throughout the life of the
Trust. The Sponsor or its affiliates may serve as specialists in one or more of
the Securities in this Trust on one or more stock exchanges, or markets, may
make markets in or may have a long or short position in or effect transactions
in any of these stocks or in options or other instruments related to one or more
of the Securities, and may be on the opposite side of public orders executed on
the floor of an exchange where the Securities are listed. An officer, director
or employee of the Sponsor or affiliates may be an officer or director of one or
more of the issuers of the Securities in the Trust. The Sponsor or affiliates
may trade for their own account as an odd-lot dealer, market maker, block
positioner and/or arbitrageur in any of the Securities or related options or
other instruments related to one or more of the Securities. The Sponsor, its
affiliates, directors, elected officers, employees and employee benefits
programs may have either a long or short position in any Security or related
option.

xiv
<PAGE>

THE 50 STOCKS OF THE STRATEGIC SMALL-CAP
PORTFOLIO--(As of October 17, 2000)

<TABLE>
<S> <C>
ABOUT.COM, INC., an Internet media company, provides a branded network of
several channels and topic-specific Web sites led by human
guides. The company's GuideSite includes a filtered
directory and original content, as well as community
features that include chat, discussion forums,
newsletters, and event calendars.
AK STEEL HOLDING CORPORATION through its wholly-owned subsidiary, AK Steel Corporation,
produces flat rolled carbon steel. The company produces
coated, cold rolled, and hot rolled carbon steel for the
automotive, appliance, construction, and manufacturing
markets. AK Steel also cold rolls and aluminum coats
stainless steel for automotive industry customers.
AMERISOURCE HEALTH CORPORATION distributes wholesale pharmaceutical and related health
care products and services. The company's customers
include hospitals and managed care facilities, independent
community pharmacies, and chain drug stores, including
pharmacy departments of supermarkets and mass
merchandisers.
ANIXTER INTERNATIONAL, INC. distributes communications and specialty wire and cable
products. The company distributes wiring systems for
voice, data, and video networks and electrical power
applications in North America, Europe, Asia, and Latin
America.
ARKANSAS BEST CORPORATION provides motor carrier, intermodal, and ocean
transportation operations. The company transports a
variety of goods around the world. Arkansas Best also
provides truck tire retreading services and sells new
tires.
AVIS GROUP HOLDINGS, INC. is a holding company which operates a general use car
rental business. The company also provides integrated card
payment, vehicle leasing, and value-added vehicle
management services. Avis Group conducts operations in
North America and other countries around the world.
AZTAR CORPORATION operates various gaming and hotel facilities in the United
States. The company currently operates facilities in
Atlantic City, New Jersey, as well as in Las Vegas and
Laughlin, Nevada. Aztar also operates facilities in
Missouri and Indiana. The company's facilities include
Tropicana Resort and Casino, Ramada Express Hotel and
Casino, and Casino Aztar.
BINDLEY WESTERN INDUSTRIES, INC. is a wholesale distributor of pharmaceuticals and related
health care products. The company's product lines include
prescription drugs, dialysis supplies, health and beauty
care products, and home health care merchandise. Bindley
also distributes specialty pharmaceuticals to the
alternate site healthcare market and provides
patient-specific biopharmaceuticals.
</TABLE>

xv
<PAGE>

<TABLE>
<S> <C>
CERNER CORPORATION designs, develops, markets, installs, and supports
information technology and content solutions for
healthcare organizations and consumers. The company's
systems, implemented on a member or patient, accumulate
data on care provided and provide access for users of
clinical information.
CHICO'S FAS, INC. sells private label casual clothing and related
accessories. The company's products include color
coordinated tops, pants, shorts, skirts, dresses, and
other accessories. Chico's operates throughout the United
States.
CONSTELLATION BRANDS, INC. produces, markets, and distributes beverage alcohol
products in North America and the United Kingdom. The
company markets various brands of imported beers, wines,
spirits, cider, and bottled water. Constellation also
wholesales drinks in the United Kingdom.
CYMER, INC. supplies excimer laser illumination sources for use in
deep ultra-violet photolithography systems. The Company's
lasers are incorporated into step-and-repeat and
step-and-scan photolithography systems for use in the
manufacture of semiconductors.
DENBURY RESOURCES, INC. acquires, develops, operates, and explores oil and gas
properties, primarily in the Gulf Coast region of the
United States.
DRUGSTORE.COM, INC. operates an online drugstore. The company operates a
retail store and information site for health, beauty,
wellness, personal care, and pharmacy products.
DSP GROUP, INC. develops and markets digital signal processing (DSP) cores
and integrated solutions for the consumer and computer
telephony markets. The company combines digital signal
processing, speech processing algorithms, and telephony
algorithms to provide a variety of application-specific
DSPs.
FOUNDATION HEALTH SYSTEMS, INC. provides managed health care benefits and products. The
company's health maintenance organization, insured
preferred provider organization, and government contracts
subsidiaries provide health benefits to individuals in
various states. Foundation Health provides group,
individual, Medicare risk, Medicaid, and CHAMPUS programs.
GRACE (W.R.) & COMPANY supplies specialty chemical, construction, and container
products. The company's customers include the food,
consumer products, petroleum refinery, and construction
industries. W.R. Grace's businesses focus on catalysts and
silica products, construction products, and container
products.
GROUP 1 AUTOMOTIVE, INC., through its subsidiaries, owns and operates automobile
dealerships. The company sells new and used cars and light
trucks. provides maintenance and repair services, and
sells replacement parts. The company also arranges related
financing, insurance, and extended service contracts.
Group 1 operates in Florida, Georgia, Colorado, Oklahoma,
New Mexico, and Texas.
</TABLE>

xvi
<PAGE>

<TABLE>
<S> <C>
HAVERTY FURNITURE COMPANIES, INC. sells home furnishings. The company stores are located in
southern and central United States. Haverty's offers brand
name furniture, such as Broyhill, Thomasville,
Lane/Action, La-Z-Boy, and Clayton Marcus.
HOT TOPIC, INC. operates stores selling music-related apparel,
accessories, and gift items for young men and women
principally between the ages of 12 and 22. The company
operates stores across the United States.
HOTJOBS.COM, LIMITED provides Internet-based recruiting solutions. The
company's services provide a direct exchange of
information between job seekers and employers.
Hotjobs.com's employment exchange allows member employers
to access its database of job seekers and provides member
employers with the tools to post, track, and manage job
openings in a real-time environment.
INSIGHT ENTERPRISES, INC. is a global direct marketer of computers, hardware, and
software. The company markets a variety of brand name
products through outbound telemarketing, electronic
commerce, electronic marketing, and direct mail catalogs.
Insight's customers include small- and medium-sized
businesses.
JUPITER MEDIA METRIX, INC. delivers Internet measurement, analysis, intelligence, and
events. The company provides businesses with global
resources for understanding and profiting from the
Internet. Jupiter Media provides advice, predictions,
access to analysts, measurement services, and other
services through Media Metrix, AdRelevence, Jupiter
Research, and Jupiter Events brands.
KAUFMAN AND BROAD HOME CORPORATION builds single-family homes with operations in seven
western states, and international operations in France and
Mexico. The company's homes in the United States are
primarily for first-time buyers, and are close to
metropolitan areas. Kaufman builds homes, as well as
commercial projects and high-density residential
properties in France.
LABORATORY CORPORATION OF AMERICA is a clinical laboratory organization. The company offers
HOLDINGS a wide range of clinical laboratory tests which are used
by the medical profession in routine testing, patient
diagnosis, and in the monitoring and treatment of disease.
Laboratory Corporation operates a network of laboratories
and service sites which serve clients across the United
States.
LENNAR CORPORATION is a homebuilder with operations in Florida, California,
Texas, Arizona, and Nevada. The company's financial
services division provides residential mortgage services,
title, closing, and other ancillary services for its
homebuyers and other customers.
MICHAELS STORES, INC. owns and operates a chain of retail specialty stores
featuring a variety of home decorations and arts and
crafts items. The company operates Michaels and Aaron
Brothers stores in the United States, Canada, and Puerto
Rico. The products include picture frames, art and hobby
supplies, silk and dried flowers, and seasonal
merchandise.
</TABLE>

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NETWORK COMMERCE, INC. provides technology, services, and commerce networks for
Internet sites, businesses, and merchants. The company's
Network Commerce Distributed CommerceSuite includes a
business network, and consumer network, and electronic
business services. Network Commerce operates a
business-to-business marketplace and directory, a consumer
shopping network, and other Web sites.
NORTHWESTERN CORPORATION provides services and solutions. The company distributes
propane on a retail basis, and provides electric and
natural gas service to Midwestern customers. NorthWestern
also provides communication and data solutions and network
services, as well as heating, ventilating, air
conditioning, and plumbing services.
OWENS & MINOR, INC. distributes medical/surgical supplies throughout the
United States. The company's customers include hospitals,
integrated healthcare systems, and group purchasing
organizations. Owens & Minor also provides services in
supply chain management, logistics, and technology.
PERFORMANCE FOOD GROUP COMPANY markets and distributes food and food-related products to
foodservice customers. The company's customers include
restaurants, hotels, cafeterias, schools, healthcare
facilities, and other institutions. Performance Food
operates primarily in the Southern, Southwestern,
Midwestern, and Northeastern United States.
PERICOM SEMICONDUCTOR CORPORATION designs, develops, and markets interface integrated
circuits for the transfer, routing, and timing of
high-speed digital and analog signals. Interface IC's
transfer, route and time electrical signals among a
system's microprocessor, memory and peripherals, and
enable high signal quality and full utilization of the
available speed and bandwidth.
PHILLIPS-VAN HEUSEN CORPORATION designs, sources, manufactures, and markets men's,
women's, and children's apparel and footwear. The
company's products are sold under the Van Heusen, Bass,
Izod, and Geoffrey Beene brand names. Phillips-Van Heusen
markets its products at a wholesale level through
department store chains and directly to consumers through
retail stores.
PIONEER-STANDARD ELECTRONICS, INC. distributes electronic components and computer systems.
The company provides semiconductors, integrated circuits,
embedded computing solutions, passive components,
interconnects, power products, and more. Pioneer-Standard
has operations throughout North America and worldwide
distribution to Asia and Europe.
PLAINS RESOURCES, INC. explores, acquires, develops, and exploits crude oil and
natural gas properties. The company is involved in the
midstream activities of marketing transportation,
terminalling, and storage of crude oil. The company
operates in the United States and the Gulf of Mexico.
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PROFESSIONAL DETAILING, INC. provides comprehensive customized sales solutions on an
outsourced basis to the United States pharmaceutical
industry. The company designs and implements product
detailing programs for both prescription and over-the-
counter pharmaceutical products.
RENT-A-CENTER, INC. operates franchised and company-owned Rent-A-Center and
ColorTyme rent-to-own merchandise stores. The company's
stores offer home electronics, appliances, furniture, and
accessories under flexible rental purchase agreements.
Rent-A-Center operates across the United States and Puerto
Rico.
ROADWAY EXPRESS, INC. provides less-than-truckload shipping services throughout
North America and overseas. The company transports general
commodity freight which includes apparel, appliances,
automotive parts, chemicals, food, glass, and furniture.
Roadway offers two-day, regional, national, and
international transport services.
SCHOLASTIC CORPORATION is a global children's publishing and media company that
produces and distributes educational materials for use in
school and at home. The company provides children's books,
textbooks, magazines, technology-based products, teacher
materials, television programming, videos, and toys.
Scholastic operates throughout the world.
SERENA SOFTWARE, INC. provides eBusiness infrastructure software change
management solutions. The company's products and services
manage and control software change.
SL GREEN REALTY CORPORATION is a fully integrated, self-administered and self-managed
real estate investment trust. The Trust owns, manages,
leases, acquires, and repositions Class B office
properties in Manhattan located in New York.
SOFTWARE TECHNOLOGIES CORPORATION provides e-Business integration software that enables the
seamless flow of information within and among enterprises
on a global basis. The company's e*Gate software suite
provides companies with a configuration platform to
connect applications and systems.
SONIC AUTOMOTIVE, INC. is an automotive retailer. The company operates
dealerships and collision repair centers in the
metropolitan southeastern, midwestern, and southwestern
United States. The company sells new and used cars and
light trucks as well as replacement parts. Sonic also
provides vehicle maintenance, warranty, paint, and repair
services, and arranges financing.
SUIZA FOODS CORPORATION manufactures and distributes dairy products, fruit juices,
bottled water, and coffee. The company also manufactures
rigid plastic packaging. Suiza Foods markets its dairy
products under private labels, as well as its own brands
such as International Delight, Naturally Yours, Velda
Farms, and Country Fresh.
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SYNCOR INTERNATIONAL CORPORATION provides radiopharmaceuticals, value-added specialized
pharmacy services, and medical imaging services. The
company operates nuclear pharmacies in the United States
and internationally. Syncor also owns or operates medical
imaging centers in the United States and Puerto Rico.
UNITED AUTO GROUP, INC. acquires and operates franchised automobile dealerships.
The company's franchises are located throughout the United
States and Puerto Rico. United Auto's dealerships sell new
and used vehicles through United Auto Care, Inc. and
United Auto Care Products, Inc.
UNITED STATIONERS, INC. is a wholesale distributor of business products throughout
the United States. The company offers office products,
computer supplies, office furniture, and facilities
management supplies primarily to commercial and contract
office products dealers. United Stationers operates a
network of regional distribution centers.
VERITY, INC. develops, markets, and supports knowledge retrieval
software products for corporate intranets and extranets,
online publishers and e-commerce providers, original
equipment manufacturers, and independent software vendors.
The company's products manage text-based information
residing on their networks, making corporate content
reusable across intranets, the Internet, and CD-ROM.
WEBB (DEL) CORPORATION builds active adult communities for people 55 or older.
The company operates communities in Arizona, Nevada,
California, South Carolina, Texas, Florida, and Illinois.
Del Webb also builds family communities in Arizona and
Nevada, and is building country club communities in
Arizona and Nevada.
WOLVERINE TUBE, INC. manufactures and distributes copper and copper alloy
tubing, rod, bar, and strip products. The company's
customers include residential and commercial air
conditioning and refrigeration equipment manufacturers,
appliance manufacturers, automotive manufacturers, and
utilities and other power generating industries.
</TABLE>

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PROSPECTUS PART B

MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST

INTRODUCTION

Dean Witter Reynolds Inc. (the "Sponsor") and The Chase Manhattan Bank (the
"Trustee") signed a Trust Indenture and Agreement and a related Reference Trust
Agreement that created this series of the Morgan Stanley Dean Witter Select
Equity Trust under the laws of the State of New York. Dean Witter Reynolds Inc.
is a principal operating subsidiary of Morgan Stanley Dean Witter & Co., a
publicly-held corporation.

THE TRUST

OBJECTIVE AND SECURITIES SELECTION

The objective of the Trust is:

- capital appreciation potential through an investment for approximately one
year in a fixed portfolio of publicly-traded common stock.

The Trust's Securities* were chosen in the manner described in the "Summary
of Essential Information" in Part A. There is, of course, no guarantee that the
Trust will achieve its objective.

SUMMARY DESCRIPTION OF THE PORTFOLIO

The Trust consists of

(1) the Securities listed under "Schedule of Portfolio Securities" as
may continue to be held in the Trust;

(2) any additional Securities and contributed cash that the Trust
acquires and holds pursuant to the provisions of the Indenture;

(3) undistributed income; and

(4) undistributed cash realized from the disposition of Securities See:
"Administration of the Trust".

Because the Trust may sell certain Securities or reduce their percentage
under certain circumstances, and may acquire additional Securities from time to
time, the Trust is not expected to retain for any length of time its present
size and exact composition. See: "Unit Creation--Deposit of Securities" and
"Administration of the Trust--Portfolio Supervision".

The Trust is organized as a unit investment trust and not as a management
investment company. Therefore, neither the Trustee nor the Sponsor has the
authority to manage the Trust's assets in an attempt to take advantage of
various market conditions to increase the Trust's net asset value. Further, the
Trust may dispose of its Securities only under limited circumstances. See:
"Administration of the Trust--Portfolio Supervision".

------------------------
* The term "Securities" includes the initially deposited common stock, and any
additional common stock or contracts to purchase additional common stock,
subsequently acquired by the Trust pursuant to the Indenture and Agreement.
<PAGE>
The Trust is an unmanaged, fixed portfolio of common stocks. After the
selection and the initial deposit of Securities, the Securities might not have
been chosen by the Selection Model if it were applied at a later date or the
Securities may no longer be included in the Russell 2000 Index.

On and after the Initial Date of Deposit, however, the Sponsor expects to
deposit additional Securities and sell the additional Units created. These
deposits generally will reflect the stock and their proportionate number of
shares in the Portfolio, as of the Initial Date of Deposit. The sale of
additional Units and the sale of Units in the secondary market may continue even
though the Securities would no longer be chosen for deposit into the Trust if
the selection process were to be made at such later time. The Securities were
selected irrespective of any buy or sell recommendation by the Sponsor or any
affiliate.

There is no assurance that the Trust will declare or pay any distributions
in the future.

RISK FACTORS

If you invest in Units of the Trust, you should understand the risks of an
investment in publicly-traded common stock. These risks include the risk that
the value of the Portfolio and hence of the Units will decline with decreases in
the market value of the Securities. See the risks described in the "Summary of
Essential Information" in Part A of the Prospectus, as well as those set forth
below.

There is no assurance that the objective of the Trust will be met because
the Securities may rise or fall in value, and pay dividends, depending on the
full range of economic and market influences affecting:

- corporate profitability,

- the financial condition of issuers,

- the prices of equity securities in general, and

- the stocks that this Trust buys in particular.

As the Sponsor creates Additional Units, all Units may represent more or
less of a particular Security, in terms of percentage of aggregate market value
of the portfolio. In addition, the brokerage fees incurred in purchasing
Securities with any deposited cash will be borne by the Trust. Any Unit Holder
who purchased Units before the purchase of Securities with the deposited cash
would have his holdings diluted as a result of any of those brokerage fees.

Fluctuating Security Value

The value of the Securities, and therefore the value of Units, will
fluctuate and can decline, depending upon the full range of economic and market
influences which may affect the market value of the Securities. Certain risks
are inherent in an investment in equity securities, including (1) the risk that
the financial condition of one or more of the issuers of the Securities may
worsen; or (2) the general condition of the common stock market may weaken. In
either case, the value of the Portfolio Securities and hence the value of Units
may decline.

Common stocks are susceptible to general stock market movements and to
volatile and unpredictable increases and decreases in value as market confidence
in and perceptions of the issuers change from time to time. Investors base these
perceptions upon such factors as:

- expectations regarding domestic and foreign economic, monetary and fiscal
policies;

- inflation and interest rates;

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- currency exchange rates, economic expansion or contraction; and

- global or regional political, economic or banking conditions.

The Sponsor cannot predict the direction or scope of any of these factors.
Additionally, stock markets have recently been at historically high levels and
we cannot give any assurance that these levels will continue.

We can give no assurance that the Trust will effectively achieve its
objective over its one-year life. We can likewise give no assurance that future
portfolios selected using the same methodology as the Trust during consecutive
one-year periods will meet their objectives. The Trust is not designed to be a
complete equity investment program.

Payment Risks

There are certain payment risks involved in owning common stocks. Risks
include those arising from the fact that the rights of holders of common and
preferred stocks to receive payments from the issuers of those stocks are
generally inferior to those of creditors of, or holders of debt obligations
issued by, those issuers. Furthermore, the rights of holders of common stocks
are inferior to the rights of holders of preferred stocks. Holders of common
stocks of the type held in the Portfolio have a right to receive dividends only
when, as and if, and in the amounts, declared by the issuer's board of
directors. Holders of common stocks such as those in the Portfolio also have a
right to participate in amounts available for distribution by the issuer only
after all other claims on the issuer have been paid or provided for. Neither
preferred nor common stocks represent an obligation or liability of the issuer.
Therefore, they do not offer any assurance of income or provide the degree of
protection of capital of debt securities.

The issuance of debt securities, as compared with both preferred and common
stock, will create prior claims for payment of principal and interest in the
case of debt securities. The issuance of preferred stock, as compared with
common stock, will create prior claims for payment of dividends and liquidation
preferences in the case of preferred stock. These prior claims could adversely
affect (1) the ability and inclination of the issuer to declare or pay dividends
on its common stock or (2) the rights of holders of common stock with respect to
assets of the issuer upon liquidation or bankruptcy. Further, common stocks lack
a fixed principal amount and a maturity date but have values which are subject
to market fluctuations for as long as the common stocks remain outstanding.
Common stocks are thus unlike debt securities which typically have a stated
principal amount payable at maturity. Additionally, market timing and volume
trading will also affect the underlying value of Securities, including the
Sponsor's buying of additional Securities and the Trust's selling of Securities
during the Liquidation Period.

The value of the Securities in the Portfolio thus may fluctuate over the
entire life of the Trust to values higher or lower than those on the Initial
Date of Deposit. The Sponsor may direct the Trustee to dispose of Securities
under certain specified circumstances (See "Administration of the
Trust--Portfolio Supervision"). However, the Trustee will not dispose of
Securities solely as a result of normal fluctuations in market value.

Possible Lack of Market

We can give no assurance that a market will be made for any of the
Securities, that any market for the Securities will continue or that the
Securities in any markets made will be liquid. In addition, the Trust may be
restricted under the Investment Company Act of 1940 from selling Securities to
the Sponsor and its affiliates. The price at which the Securities may be sold in
connection with redemptions and the value of the Trust will be adversely
affected if trading markets for the Securities are limited or absent.

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Deferred Sales Charge

On each Deferred Sales Charge Payment Date, the Trust will sell Securities
pro rata in an amount equal to $4.00 per 100 Units to pay the Deferred Sales
Charge. The Trust will distribute the proceeds of these sales to the Sponsor. As
the Trust sells Securities to pay the Deferred Sales Charge, a Unit Holder's
assets will be reduced and income per Unit may be reduced.

Reimbursement Costs

The Securities intended to be used to reimburse the Sponsor for the Trust's
organization costs may decrease in value during the initial offering period. To
the extent the proceeds from the sale of these Securities are insufficient to
repay the Sponsor for the organization costs, the Trustee will sell additional
Securities to allow the full reimbursement of the Sponsor. In that event, the
net asset value per Unit will be reduced by the amount of additional Securities
sold.

UNIT CREATION--DEPOSIT OF SECURITIES

On the date that the Trust was created, the Sponsor deposited with the
Trustee certain Securities and contracts and funds (represented by irrevocable
letter(s) of credit issued by major commercial bank(s)) for the purchase of the
Securities. The Securities were deposited at prices equal to their market value
as determined by the Trustee. The Sponsor may also deposit cash or a letter of
credit and instruct the Trustee to purchase Securities. The Sponsor created the
Trust simultaneously with the deposit of the Securities with the Trustee and the
execution of the Indenture and the Reference Trust Agreement. The Trustee then
immediately recorded the Sponsor as owner of the Units comprising the entire
ownership of the Trust.

Through this Prospectus, the Sponsor is offering the Units, including
Additional Units, as defined below, for sale to the public. The holders of Units
(the "Unit Holders") will have the right to have their Units redeemed at a price
based on the market value of the Securities if they cannot be sold in the
secondary market which the Sponsor, although not obligated to, proposes to
maintain. A secondary market for Units is a market where Units are bought and
sold after their original issue. In addition, the Sponsor may offer for sale,
through this Prospectus, Units which the Sponsor may have repurchased in the
secondary market or upon the tender by a Unit Holder of Units for redemption.
The Trustee has not participated in the selection of Securities for the Trust.
Neither the Sponsor nor the Trustee nor any of their affiliates will be liable
in any way for any default, failure or defect in any Securities.

With the deposit of the Securities in the Trust on the Initial Date of
Deposit, the Sponsor established a proportionate relationship between the number
of shares of each Security in the Portfolio. You may find the original
proportionate relationships on the Initial Date of Deposit in the "Schedule of
Portfolio Securities". The original proportionate relationships are subject to
adjustment under certain limited circumstances. See: "Administration of the
Trust--Portfolio Supervision". Under the Indenture and Agreement, the Sponsor
can deposit additional Securities and contracts to purchase additional
Securities together with a letter of credit or cash. The Sponsor may then give
instructions to the Trustee to purchase additional Securities in order to create
additional Units ("Additional Units"). Any such additional deposits made in the
90 day period following the creation of the Trust will consist of Securities of
the same issuers as those already in the Trust. These deposits will be in
amounts which maintain, to the extent practicable, the original proportionate
relationship between the number of shares of each Security and any cash in the
Portfolio. It may not be possible to maintain the exact original proportionate
relationship because of price changes or other reasons. After the 90 day period
following the Initial Date of Deposit any deposit of additional Securities and
cash must replicate the portfolio exactly as it was immediately before that
deposit.

Since the Sponsor deposits cash or a letter of credit in lieu of cash and
gives instructions to the Trustee to purchase additional Securities to create
Additional Units, Units, including previously issued Units, may represent more
or less of that Security and more or less of other Securities in the Portfolio
of the Trust. This is because the price of a Security fluctuates between the
time the cash is deposited and the time the cash is used to purchase the
Security.

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<PAGE>
The Trustee may hold any cash deposited with instructions to purchase
Securities in an interest-bearing account. Any interest earned on such cash will
be the property of the Trust. Unit Holders will receive, as a distribution on
the earlier of (1) the first Distribution Date or (2) 90 days after the Initial
Date of Deposit:

- any cash deposited with instruction to purchase Securities that is not
used to purchase Securities, and

- any interest not used to pay Trust expenses.

The Sponsor may acquire large volumes of additional Securities for deposit
into the Trust over a short period of time. These acquisitions may tend to raise
the market prices of these Securities. To minimize the risk of price
fluctuations when purchasing Securities, the Trust may purchase Securities at
the closing price as of the Evaluation Time. To do so, the Trust may enter into
trades with unaffiliated broker/dealers for the purchase of large quantities of
shares. These trades will be entered into at an increased commission cost which
the Trust will bear. See "Summary of Essential Information". The Sponsor cannot
currently predict the actual market impact of the Sponsor's purchases of
additional Securities because it does not know the actual volume of Securities
to be purchased and the supply and price of these Securities.

This prospectus may be used to continuously offer additional Units for sale
to the public. Units will be sold by the Sponsor to investors at the Public
Offering Price next computed after receipt of the investor's order to purchase
Units, if Units are available to fill orders on the day that that price is set.
If Units are not available or are insufficient to fill the order, the Sponsor
will reject the investor's order. The number of Units available may be
insufficient to meet demand. This may be because of the Sponsor's inability to
or decision not to purchase and deposit underlying Securities in amounts
sufficient to maintain the proportionate numbers of shares of each Security as
required to create additional Units. The Sponsor may, if unable to accept orders
on any given day, offer to execute the order as soon as sufficient Units can be
created. You will be deemed to have placed a new order for that number of Units
each day until that order is accepted. The Sponsor will execute your order, when
Units are available, at the Public Offering Price next calculated after the
Sponsor accepts your continuing order. You will, of course, be able to revoke
your purchase offer at any time before acceptance by the Sponsor. The Sponsor
will execute orders to purchase in the order it determines that they are
received. However, the Sponsor will accept indications of interest before the
effectiveness of the registration of the offering of Trust Units which become
orders upon effectiveness according to the order in which the Sponsor receives
the indications of interest.

5
<PAGE>
On the Initial Date of Deposit, each Unit represented the fractional
undivided interest in the Securities and net income of the Trust set forth under
"Summary of Essential Information". Afterwards, if you redeem any Units, the
amount of Securities in the Trust will decline, and the fractional undivided
interest represented by each remaining Unit in the balance of the Trust will
increase. However, if the Trust issues Additional Units, the Securities in the
Trust will increase by amounts allocable to such Additional Units and the
fractional undivided interest in the Trust will fall. Units will remain
outstanding until you or any Unit Holder, including the Sponsor, redeem them
upon tender to the Trustee, or until the termination of the Trust on the terms
specified in the Indenture and Agreement. Only the Trustee can redeem Units. You
can tender your Units to the Trustee for redemption, sell them to the Sponsor if
the Sponsor is willing to buy the Units or hold them until the Trust terminates.

TAX STATUS OF THE TRUST

In the opinion of Cahill Gordon & Reindel, special counsel for the Sponsor,
under existing Federal income tax law:

The Trust is not an association taxable as a corporation for Federal income
tax purposes. Income received by the Trust will be treated as income of the Unit
Holders in the manner set forth below.

Under the grantor trust rules of Sections 671-678 of the Internal Revenue
Code of 1986, as amended, each Unit Holder will be considered to be the owner of
a pro rata portion of each asset in the Trust. The total tax cost of each Unit
purchased solely for cash will equal the cost of Units, including the Initial
Sales Charge. A Unit Holder should determine the tax cost for each asset
represented by the Unit Holder's Units purchased solely for cash by allocating
the total cost for such Units, including the Initial Sales Charge, among the
assets in the Trust represented by the Units in proportion to the relative fair
market values thereof on the date the Unit Holder purchases such Units.

The proceeds actually received by a Unit Holder upon termination of the
Trust or redemption of Units will have been reduced by the Deferred Sales Charge
and the charge for organizational expenses. The relevant tax reporting forms
sent to a Unit Holder will also reflect the actual amounts paid to him, which
will have been reduced by the Deferred Sales Charge and the charge for
organizational expenses. Accordingly, you should not increase the total cost for
your Units by the amount of the Deferred Sales Charge and the charge for
organizational expenses.

You as a Unit Holder will be considered to have received all of the
dividends paid on your pro rata portion of each Security when the Trust receives
these dividends including the portion of the dividend used to pay ongoing
expenses. In the case of a corporate Unit Holder, these dividends will qualify
for the 70% dividends received deduction for corporations to the same extent as
if the corporate Unit Holder held the dividend-paying stock directly. An
individual Unit Holder who itemizes deductions will be entitled to an itemized
deduction for his pro rata share of fees and expenses paid by the Trust as if he
paid those fees and expenses directly. You are entitled to this deduction only
to the extent that this amount together with your other miscellaneous deductions
exceeds 2% of your adjusted gross income. A corporate Unit Holder will not be
subject to this 2% floor.

Under the position taken by the Internal Revenue Service in Revenue Ruling
90-7, a distribution by the Trustee to you or to your agent of your pro rata
share of the Securities in kind upon redemption or termination of the Trust will
not be a taxable event to you. Your basis for these Securities will be equal to
your basis for the same Securities, previously represented by your Units, before
this distribution. The holding period for these Securities will include the
period during which you held the Units. You will have a taxable gain or loss,
which will be a capital gain or loss except in the case of a dealer, when you
dispose of these Securities in a taxable transfer.

Under the income tax laws of the State and City of New York, the Trust is
not an association taxable as a corporation. These tax laws will treat the
income of the Trust as the income of the Unit Holders.

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<PAGE>

In connection with the In-kind Rollover Option set forth under
"Termination--In-Kind Rollover Option", you will not be taxed upon the receipt
in kind from the Terminating Trust and the deposit in the New Trust of the
Duplicated Stocks. Your basis in these Duplicated Stocks will be your basis in
these Duplicated Stocks prior to the distribution from the Terminating Trust.
The holding period of these Duplicated Stocks will include the period during
which you held the Units. To the extent the Agent sells Securities received in
kind on your behalf, you will have a taxable gain or loss, which will be a
capital gain or loss except in the case of a dealer. Your basis in
non-Duplicated Stocks will equal the purchase price paid by the Agent.

If the proceeds that the Distribution Agent or the Trustee receives upon the
sale of an underlying Security exceed your adjusted tax cost allocable to the
Security disposed of, you will realize a taxable gain to the extent of that
excess. Conversely, if the proceeds that the Distribution Agent or the Trustee
receives upon the sale of an underlying Security are less than your adjusted tax
cost allocable to the Security disposed of, you will realize a loss for tax
purposes to the extent of that difference. However, if the Trustee reinvests
proceeds in a New Series in connection with an exchange or non-In-Kind Rollover,
the Internal Revenue Service may not allow that loss for the underlying
securities in each trust which are substantially identical or if the purchase of
units of the New Series takes place less than thirty-one days after the sale of
the underlying Security.

Under the Internal Revenue Code, capital gain of individuals, estates and
trusts from Securities held for more than one year is subject to a maximum
nominal tax rate of 20%. That capital gain may, however, result in a
disallowance of itemized deductions and/ or affect a personal exemption
phase-out. The capital gain rate of 20% will be unavailable to you for those
Securities which you have held for less than a year and a day at the time of
sale. This includes sales occasioned by mandatory or early termination of the
Trust or the exchange or rollover of Units.

From time to time Congress considers proposals to reduce the rate of the
dividends-received deduction. This type of legislation, if enacted into law,
would reduce the after-tax return to investors who can take advantage of the
deduction.

Foreign Unit Holders (including nonresident alien individuals, foreign
corporations, and foreign partnerships) not engaged in a U.S. trade or business
generally will be subject to a 30% withholding tax (or lower applicable treaty
rate) on dividend distributions.

You should consult your tax advisor about how the above general information
applies to your own situation.

RETIREMENT PLANS

Units of the Trust may be suited for purchase by Individual Retirement
Accounts and pension plans or profit sharing and other qualified retirement
plans. If you are contemplating establishing a qualified retirement plan or IRA
or investing funds of such a plan or IRA in Trust Units, you should consult your
tax advisor about the tax consequences of any action.

Forms and arrangements for establishing qualified retirement plans and IRAs
are available from:

- the Sponsor

- other brokerage firms

- other financial institutions

Fees and charges with respect to such plans and IRAs are not uniform and may
vary from time to time as well as from institution to institution.

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PUBLIC OFFERING OF UNITS

PUBLIC OFFERING PRICE

The Public Offering Price of the Units is calculated on each business day by
the following formula: the aggregate market value of the Portfolio Securities
and other Trust assets, as determined by the Trustee, next computed after
receipt of a purchase order is reduced by Trust liabilities and then divided by
the number of Units outstanding. The Units outstanding may be split to create
greater or fewer units (a reverse split). The sales charge shown in "Summary of
Essential Information" is added to the net asset value per Unit. The Sponsor may
add to the Public Offering Price commissions and any other transactional costs,
if any, in connection with the deposit of additional Securities or contracts to
purchase additional Securities for the creation of Additional Units.

After the Initial Date of Deposit, the Sponsor will include in the Public
Offering Price a proportionate share of cash amounts in the Income Account and
Principal Account and amounts receivable in respect of stocks trading
ex-dividend, other than money required to be distributed to Unit Holders on a
Distribution Date and money required to redeem tendered Units.

The Income Account is an account maintained by the Trustee of the Trust to
hold the income from the Securities received by the Trust. In the event a stock
is trading ex-dividend at the time of deposit of additional Securities, the
Sponsor will add to the Public Offering Price an amount equal to the dividend
that would be received if such stock were to receive a dividend. The Public
Offering Price per Unit is calculated to five decimal places and rounded up or
down to three decimal places. The Public Offering Price on any particular date
will vary from the Public Offering Price on the Initial Date of Deposit, set
forth in the "Summary of Essential Information", in accordance with:

- fluctuations in the aggregate market value of the Securities

- the amount of available cash on hand in the Trust

- the amount of Trust fees and expenses.

A portion of the Public Offering Price also consists of cash or securities
in an amount sufficient to pay for all or a portion of the organization costs
incurred in establishing the Trust. The Sponsor will receive the estimated
organization costs as of the close of the initial offering period. See "Expenses
and Charges--Organization Costs."

As more fully described in the Indenture, the Trustee determines the
aggregate market value of the Securities based on closing prices on the day it
makes the valuation as described under "Redemption--Computation of Redemption
Price". If there are no reported prices, the Trustee takes into account the same
factors referred to under "Redemption--Computation of Redemption Price".
Determinations are effective for transactions effected after the last preceding
determination.

SALES CHARGES

The sales charge consists of an Initial Sales Charge and a Deferred Sales
Charge. To compute the Initial Sales Charge, deduct the Deferred Sales Charge of
$20.00 per 100 Units from the total sales charge. The Initial Sales Charge that
a Unit Holder pays may be more or less than the Initial Sales Charge on the
Initial Date of Deposit because of the fluctuation of the value of the
Securities from that on the Initial Date of Deposit. The Deferred Sales Charge
will be paid through five monthly payments of $4.00 per 100 Units per month
commencing on the first Deferred Sales Charge Payment Date shown on the Summary
of Essential Information. The Deferred Sales Charge will be paid with money
acquired through the sale of Securities on each Deferred Sales Charge Payment
Date

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or distribution of cash available for payment. To the extent that the entire
Deferred Sales Charge relating to your Units has not been paid at the time of
repurchase, redemption or exchange of the Units, we will deduct any unpaid
amount from the sale, redemption or exchange proceeds or in calculating an in
kind distribution.

For purchases of Units with a value of $25,000 or more, we will reduce the
Initial Sales Charge on a graduated basis as shown below under "Volume
Discount". Units purchased pursuant to the Reinvestment Program are subject only
to any remaining Deferred Sales Charge payments; see "Reinvestment Program".
Unit Holders investing the proceeds of distribution from a previous terminating
Series of Morgan Stanley Dean Witter Select Equity Trust, upon purchase of Units
of the Trust, will be subject only to the Deferred Sales Charge on those Units.
If you acquire Units of the Trust in an exchange of units of a different unit
investment trust sponsored by the Sponsor you will not have to pay an initial
sales charge at the time of the exchange. However, these acquired Units will be
subject to the Deferred Sales Charge.

PUBLIC DISTRIBUTION

The Sponsor directly and through dealers will distribute to the public, at
the Public Offering Price determined as provided above, Units issued on the
Initial Date of Deposit and Additional Units issued in connection with
additional deposits of Securities. They may offer to the public unsold Units or
Units acquired by the Sponsor in the secondary market referred to below, by this
Prospectus, at the then-current Public Offering Price determined as provided
above.

The Sponsor intends to qualify Units in states selected by the Sponsor for
sale by the Sponsor and through dealers who are members of the National
Association of Securities Dealers, Inc. The Sponsor will sell Units to dealers
during the initial offering period at prices which reflect a concession of 70%
of the applicable sales charge, subject to change from time to time. In
addition, sales of Units may be made according to distribution arrangements with
certain banks and/or other entities. These banks and entities are subject to
regulation by the Office of the Comptroller of the Currency or by other bank
regulatory authorities and are acting as agents for their customers. These banks
and/or entities are making Units of the Trust available to their customers on an
agency basis. A portion of the sales charge that these customers pay is retained
by or remitted to these banks or entities in an amount equal to the amount
customarily received by an agent for acting in this capacity in connection with
the purchase of Units. The Sponsor reserves the right to reject, in whole or in
part, any order for the purchase of Units.

SECONDARY MARKET

While not obligated to do so, the Sponsor presently intends to maintain, at
its expense, a secondary market for Units of this series of the Morgan Stanley
Dean Witter Select Equity Trust. The Sponsor also presently intends to
continuously offer to repurchase Units from Unit Holders at the Sponsor's
Repurchase Price. The Sponsor computes the Repurchase Price by adding:

- the aggregate value of the Securities in the Trust, and

- any cash on hand in the Trust, including dividends receivable on stocks
trading ex-dividend, other than money required to redeem tendered Units
and cash the Sponsor deposited to purchase Securities or cash held in the
Reserve Account

- less expenses of the Trust, (includes Trustee fee, Sponsor fee, counsel's
expenses and taxes, if any), and

- less any remaining unpaid portion of the Deferred Sales Charge, and

- less cash held for distribution to Unit Holders of record as of a date on
or prior to the evaluation

and then dividing the result by the number of Units outstanding, as of the date
of such computation.

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In addition, after the initial offering period, the Sponsor's Repurchase
Price will be reduced to reflect the estimated costs of liquidating the
Securities to meet redemption requests. The only sales charge incurred when a
Unit Holder sells Units back to the Sponsor is the payment of the unpaid portion
of the Deferred Sales Charge. The Sponsor may reoffer to the public any Units
repurchased by the Sponsor at the Sponsor's Repurchase Price. The reoffering
price will be the then-current Public Offering Price. The Sponsor will bear any
profit or loss resulting from the resale of these Units.

The Sponsor may temporarily or permanently discontinue the repurchase of
Units of this series at the Sponsor's Repurchase Price if the supply of Units
exceeds demand or for any other business reason. In this event, although under
no obligation to do so, the Sponsor may, as a service to Unit Holders, offer to
repurchase Units at the "Redemption Price". Alternatively, Unit Holders may
redeem their Units through the Trustee.

PROFIT OF SPONSOR

The Sponsor receives a sales charge on Units sold to the public and to
dealers. The Sponsor may have also realized a profit or sustained a loss on the
deposit of the Securities in the Trust. This profit or loss represents the
difference between the cost of the Securities to the Sponsor and the cost of the
Securities to the Trust. For a description of this profit or loss and the amount
of this difference on the Initial Date of Deposit see "Schedule of Portfolio
Securities". The Sponsor may realize a similar profit or loss in connection with
each additional deposit of Securities. In addition, the Sponsor may have acted
as broker in transactions relating to the purchase of Securities for deposit in
the Trust. During the initial public offering period the Sponsor may realize
additional profit or sustain a loss due to daily fluctuations in the prices of
the Securities in the Trust and thus in the Public Offering Price of Units the
Sponsor receives. If the Sponsor receives cash from the Unit Holders before the
settlement date for the purchase of Units or before the payment for Securities
upon their delivery, the Sponsor may use the cash in the Sponsor's business and
may benefit from the use of the cash.

The Sponsor may also realize profits or sustain losses while maintaining a
secondary market in the Units. These profits or losses are the amount of any
difference between the prices at which the Sponsor buys Units and the prices,
including a sales charge, at which the Sponsor resells these Units or the prices
at which the Sponsor redeems these Units, as the case may be.

VOLUME DISCOUNT

Although under no obligation to do so, the Sponsor intends to permit volume
purchasers of Units to purchase Units at a reduced sales charge. The Sponsor may
at any time change the amount by which the sales charge is reduced. The Sponsor
may also discontinue the discount altogether.

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The sales charge of 2.90% of the Public Offering Price will decline as shown
on the following graduated scale for sales of at least $25,000 to any person
during the Initial Offering Period. The sales charge in the secondary market,
which will decline as shown on the following graduated scale, consists of an
Initial Sales Charge and the remaining portions of the Deferred Sales Charge.
The following scale assumes a Public Offering Price of $1,000.00 per 100 units:

<TABLE>
<CAPTION>
SALES CHARGE
-------------------------------------------
PERCENT OF
PERCENT OF THE AMOUNT INVESTED
PUBLIC OFFERING PRICE IN SECURITIES
--------------------- -------------------
<S> <C> <C>
Less than $25,000.................................... 2.90 % 2.926%
$25,000 to $49,999................................... 2.75 2.775
$50,000 to $99,999................................... 2.50 2.523
$100,000 to $249,999................................. 2.25 2.270
$250,000 to $999,999................................. 2.00 2.018
$1,000,000 or more................................... 1.00 1.009
</TABLE>

The reduced sales charges as shown on the chart above will apply to all
purchases of Units of this Trust on any one day by the same person, partnership
or corporation, other than a dealer, in the amounts stated above. For purchases
of $250,000.00 or more, the sales charge consists solely of a deferred sales
charge of $20.00 per 100 units for a purchase of $250,000.00 to $999,999.99 and
adjusted to total $10.00 per 100 units for a purchase of $1,000,000.00 or more.

Units held in the name of your spouse or in the name of your child under age
21 are deemed for the purposes of the volume discount to be registered in your
name. The reduced sales charges are also applicable to a trustee or other
fiduciary, including a partnership or corporation purchasing Units for a single
trust estate or single fiduciary account.

REDEMPTION

RIGHT OF REDEMPTION

You may redeem one or more of your Units at the Redemption Price upon
delivery of a request for redemption to the Trustee at its unit investment trust
office in the City of New York, in form satisfactory to the Trustee. You may
tender Units for redemption at any time after the settlement date for purchase.
The Redemption Price per Unit is calculated as set forth under "Computation of
Redemption Price". There is no sales charge incurred when you tender your Units
to the Trustee for redemption other than for the payment of any Deferred Sales
Charge then due.

On the third business day following the tender to the Trustee of Units to be
redeemed, you will be entitled to receive cash per Unit equal to the Redemption
Price per Unit. The Trustee will determine the Redemption Price as of the
Evaluation Time on the date of tender. The Evaluation Time is the close of the
market, generally 4:00 PM New York time.

The "date of tender" is the date on which the Trustee receives Units.
However, for Units received after the Evaluation Time, the date of tender is the
next day on which the New York Stock Exchange is open for trading. These Units
will be deemed to have been tendered to the Trustee on that day for redemption
at the Redemption Price computed on that day.

During the period in which the Sponsor maintains a secondary market for
Units, the Sponsor may repurchase any Unit presented for tender to the Trustee
for redemption no later than the close of business on the next Business Day
following that presentation.

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REDEMPTION PROCEDURES

In connection with each redemption the Sponsor will direct the Trustee to
redeem Units in accordance with the procedures set forth in either (1) or (2)
below.

(1) The Trustee will redeem Units solely in cash for any one Unit Holder
tendering less than 25,000 Units. If you request redemption of at least 25,000
Units, the Sponsor may determine, at its discretion, to direct the Trustee to
redeem Units "in-kind" by distributing Portfolio Securities to you. The Sponsor
may direct the Trustee to redeem Units "in-kind" even if it is then maintaining
a secondary market in Units of the Trust. If you redeem Units "in-kind" you will
receive an amount and value of Trust Securities per Unit equal to the Redemption
Price Per Unit as determined at the Evaluation Time next following the tender as
set forth in this Prospectus under "Computation of Redemption Price" below. The
Trustee will hold the distribution "in-kind" for redemption of Units for your
account, and for disposition in accordance with your instructions. You will be
entitled to receive (1) whole shares of each of the underlying Portfolio
Securities, plus (2) cash equal to your pro rata share of the cash balance of
the Income and Principal Accounts and (3) cash from the Principal Account equal
to the fractional shares to which you are entitled. The Trustee, in connection
with implementing the redemption "in-kind" procedures outlined above, may make
any adjustments necessary to reflect differences between (1) the Redemption
Price of Units and (2) the value of the Securities distributed "in-kind" as of
the date of tender. If the Principal Account does not contain amounts sufficient
to cover the required cash distribution to you, the Trustee may sell Securities
in the Trust Portfolio in the manner discussed below. If you receive redemption
distributions of Securities "in-kind" you may incur brokerage costs and odd-lot
charges in converting those Securities into cash. The Trustee will assess
transfer charges to Unit Holders taking Securities "in-kind" according to its
usual practice.

The portion of the Redemption Price which represents your interest in the
Income Account will be withdrawn from the Income Account to the extent
available. The balance paid on any redemption, including dividends receivable on
stocks trading ex-dividend, if any, will be drawn from the Principal Account to
the extent that funds are available for that purpose. The Agreement authorizes
the Trustee to sell Securities in order to provide funds for redemption. To the
extent Securities are sold, the size of the Trust will decline. These sales may
be required at a time when Securities would not otherwise be sold and might
result in lower prices than might otherwise be realized. The Redemption Price
you receive may be more or less than the purchase price you originally paid. The
price difference will depend on the value of the Securities in the Portfolio at
the time of redemption. Moreover, due to the minimum lot size in which
Securities may be required to be sold, the proceeds of these sales may exceed
the amount necessary for payment of Units redeemed. These excess proceeds will
be distributed pro rata to all remaining Unit Holders of record on the next
following Record Date.

The Sponsor will supply to the Trustee a list of Securities to sell for
purposes of redeeming Units. If the Sponsor does not instruct the Trustee, the
Trustee will select the Securities to sell so as to maintain, as closely as
practicable, the proportionate relationship between the number of shares of each
Security in the Trust.

(2) The Trustee will redeem Units in-kind by an in-kind distribution to The
Chase Manhattan Bank as the Distribution Agent. You will be able to receive
in-kind an amount per Unit equal to the Redemption Price per Unit as determined
as of the day of tender. In-kind distributions to Unit Holders will take the
form of whole shares of Securities. The Distribution Agent will distribute cash
in lieu of fractional shares. The whole shares, fractional shares and cash
distributed to the Distribution Agent will total an amount equal to the
Redemption Price per Unit.

The Distribution Agent shall hold distributions in-kind upon the redemption
of Units. You shall be deemed to have designated the Distribution Agent as your
agent upon purchase of a Unit, for your account, and for disposition in
accordance with your instructions as follows:

(i) The Distribution Agent shall sell the In-Kind Distribution as of the
close of business on the date of tender or as soon as possible afterwards. The
Distribution Agent shall then remit to you, within three business days, the net
proceeds of the sale, after

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deducting any brokerage commissions and transfer taxes on the sale. However, you
may request a distribution of the Securities as set forth in paragraph
(ii) below. The Distribution Agent may sell the Securities through the Sponsor,
and the Sponsor may charge brokerage commissions on those sales.

(ii) If you request distribution in-kind and tender more than 25,000 Units,
the Distribution Agent shall sell any portion of the In-Kind Distribution
represented by fractional interests in shares. The Distribution Agent shall then
distribute (1) the net cash proceeds plus (2) any other distributable cash to
you together with (3) certificates or book-entry credit to your account at the
Sponsor of each of the whole shares of Securities comprising the In-Kind
Distribution.

The 25,000 Unit threshold will not apply to redemptions in-kind in
connection with a rollover or on an In-Kind Distribution Date in connection with
the termination of the Trust.

The portion of the Redemption Price which represents your interest in the
Income Account shall be withdrawn from the Income Account to the extent
available. The balance paid on any redemption, including dividends receivable on
stocks trading ex-dividend, if any, will be withdrawn from the Principal Account
to the extent that funds are available for that purpose. To the extent
Securities are distributed in-kind to the Distribution Agent, the size of the
Trust will be reduced. Sales by the Distribution Agent may be required at a time
when Securities would not otherwise be sold and might result in lower prices
than might otherwise be realized. The Redemption Price you receive may be more
or less than the purchase price you originally paid, depending on the value of
the Securities in the Portfolio at the time of redemption.

COMPUTATION OF REDEMPTION PRICE

The Trust Evaluation per Unit is determined as of the Evaluation Time stated
under "Summary of Essential Information" above:

- semiannually, on the last Business Day of each of the months of June and
December,

- on the day on which you tender any Unit of the Trust for redemption,
unless you tender after the Evaluation Time on such day. In this case
Tender shall be considered to have been made on the next day on which the
New York Stock Exchange is open for trading.

- on any other Business Day desired by the Sponsor or the Trustee.

I. To determine the Trust Evaluation per Unit, add:

(1) The aggregate value of Securities in the Trust, as the Trustee
determines,

(2) Cash on hand in the Trust, including dividends receivable on stocks
trading ex-dividend, other than money deposited to purchase Securities or money
credited to the Reserve Account,

(3) All other assets of the Trust,

II. Then deduct from the resulting figure:

(1) amounts representing any applicable taxes or governmental charges
payable by the Trust for the purpose of making an addition to the reserve
account,

(2) amounts representing estimated accrued fees and expenses of the Trust,
including legal and auditing expenses,

(3) amounts representing unpaid fees of the Trustee, the Sponsor and
counsel,

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(4) any remaining unpaid portion of the Deferred Sales Charge, and

(5) cash held to redeem tendered Units and for distribution to Unit Holders
of record as of the Business Day prior to the Evaluation on the days or dates
set forth above;

III. Divide the result of the above computation by the total number of Units
outstanding on the date of this Evaluation. The resulting figure equals the
Redemption Price for each Unit.

In addition, after the initial offering period, the Redemption Price will be
reduced to reflect the estimated costs of liquidating the Securities to meet the
redemption.

The Trustee shall determine the aggregate value of the Securities in good
faith in the following manner:

- If the Securities are listed on one or more national securities exchanges,
the Trustee shall base its valuation on the closing price on the exchange
which is the principal market for those Securities. The exchange shall be
the New York Stock Exchange if the Securities are listed there, unless the
Trustee deems that price inappropriate as a basis for valuation.

- If the Securities are not listed, or, if listed and their principal market
is a different exchange or there is no closing price on that exchange, the
Trustee shall base its valuation on the closing price in the
over-the-counter market, unless the Trustee deems that price an
inappropriate basis for valuation.

If there is no closing price, the Trustee shall use any of the following
methods which it deems appropriate:

- on the basis of current bid prices of the Securities obtained from
investment dealers or brokers, including the Sponsor, who customarily deal
in securities comparable to those held by the Trust, or

- if bid prices are not available for any of the Securities, on the basis of
bid prices for comparable securities, or

- by appraisal of the value of the Securities on the bid side of the market
or by another appraisal method which the Trustee deems appropriate, or

- by any combination of the above.

POSTPONEMENT OF REDEMPTION

Your right of redemption may be suspended and the payment of the Redemption
Price per Unit to you may be postponed for more than seven calendar days
following a tender of Units for redemption

- for any period during which the New York Stock Exchange, Inc. is closed,
other than for customary weekend and holiday closings, or

- for any period during which, as determined by the Securities and Exchange
Commission, either trading on the New York Stock Exchange, Inc. is
restricted or an emergency exists as a result of which disposal or
evaluation of the Securities is not reasonably practicable, or

- for any other periods that the Securities and Exchange Commission may by
order permit. The Trustee is not liable to any person or in any way for
any loss or damage that may result from any suspension or postponement of
this kind.

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EXCHANGE OPTION

Unit Holders of any Morgan Stanley Dean Witter Select Trust or any holders
of units of any other unit investment trust may elect to exchange any or all of
their Units for units of one or more of any series of the Morgan Stanley Dean
Witter Select Equity Trust that may from time to time be made available for such
exchange by the Sponsor, called the "Exchange Trusts".

An exchange of this kind is implemented by a sale of Units and a purchase of
the units of an Exchange Trust. You may acquire these units at prices based on
reduced sales charges per unit. The purpose of this reduced sales charge is to
permit the Sponsor to pass on the cost savings resulting from this exchange to
the Holder who wishes to exchange units. The cost savings result from reductions
in time and expense related to advice, financial planning and operational
expense required for the Exchange Option.

Each Exchange Trust has different investment objectives. You should read the
Prospectus for the applicable Exchange Trust carefully to determine the
investment objective before you exercise this option.

This option will be available provided that (1) the Sponsor maintains a
secondary market in units of the applicable Exchange Trust and (2) units of the
applicable Exchange Trust are available for sale and are lawfully qualified for
sale in the state in which you are a resident. While the Sponsor presently
intends to maintain a secondary market for the units of Exchange Trusts, there
is no obligation on its part to do so. Therefore, we do not promise that a
market for units will in fact exist on any given date in which you wish to sell
or exchange Units, and we do not promise that the Exchange Option will be
available to any Unit Holder. The Sponsor reserves the right to modify, suspend
or terminate this option. The Sponsor will give sixty days notice before the
date of the termination of or a material amendment to the Exchange Option.
However, the Sponsor will not have to give notice in certain circumstances
approved by the Securities and Exchange Commission. In the event the Exchange
Option is not available to you at the time you wish to exercise that option, we
will immediately notify you and we will not take any action with respect to your
tendered Units without further instruction from you.

You may make exchanges in whole units only. We will return any excess
proceeds from the surrender of your Units. Alternatively, you may make up any
difference between (1) the amount representing the Units being submitted for
exchange and (2) the amount representing the units being acquired up to the next
highest number of whole units. The full value of the units, including any
make-up amount, will be subject to a sales charge.

An exchange of Units pursuant to the Exchange Option will constitute a
"taxable event" under the Code. You will recognize a gain or loss at the time of
exchange. However, if you exchange Units for units of any series of the Exchange
Trusts which are grantor trusts for U.S. federal income tax purposes, the
Internal Revenue Service may seek to disallow any loss incurred upon that
exchange. The IRS may seek to disallow the loss to the extent that (1) the
underlying securities in each Trust are substantially identical and (2) the
purchase of the units of an Exchange Trust takes place less than thirty-one days
after the sale of the Units. In order to avoid the potential disallowance of
losses for tax purposes, you may notify the Sponsor that you wish to purchase
units of the Exchange Trust on the thirty-first day after the day of the sale of
the Units exchanged. The Sponsor will deposit the proceeds of the Units
surrendered in your brokerage account with the Sponsor. You may withdraw the
proceeds at any time. You may use cash from the account to purchase units of the
Exchange Trust on the thirty-first day after the day of sale of the Units
exchanged in accordance with the procedures set forth above. You may revoke the
order to purchase by calling your financial advisor at any time before the
purchase on the thirty-first day.

The Sponsor will purchase units at a price based upon the value of the Trust
per unit plus the applicable sales charge of 2.0%. However, we do not promise
that a market for units will exist on that date or that units will be available
for purchase on such date. If units are unavailable, the Sponsor may acquire
units in the secondary market or create units as soon as possible thereafter.
The Sponsor will sell these units based on the value of the Trust per unit on
the date of purchase of the units plus the applicable sales charge of 2.0%. The
order does not create a contract or option to acquire units. If the Sponsor does
not hold units in its inventory on the thirty-first day or if the Sponsor does
not create additional units or is unable to acquire units in the secondary
market, the

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Sponsor will not purchase units of the Exchange Trust and the cash will remain
in your account. If you exchange Units of one Trust for units of another Trust,
you should consult your tax advisor regarding the extent to which that exchange
results in the recognition of a loss for Federal and/or state or local income
tax purposes.

To exercise the Exchange Option, you should notify the Sponsor of your
desire to acquire units of one or more of the Exchange Trusts. Upon the exchange
of Units of the Trust, we will deduct any Deferred Sales Charge balance from the
exchange proceeds. If units of the applicable outstanding series of the Exchange
Trust are available for sale at that time, you may select the series or group of
series for which the Units are to be exchanged. You will be provided with a
current prospectus or prospectuses relating to each series in which interest is
indicated.

The exchange transaction will operate in a manner essentially identical to
any secondary market transaction. Units will be repurchased at a price based
upon the aggregate bid side evaluation per Unit of the Securities in the
Portfolio. We will sell units of the Exchange Trust to you at a price equal to:

- the net asset value based on the offering or bid side evaluation, as
applicable, per unit of the securities in the Exchange Trust's Portfolio,
plus

- accrued interest, if any, and

- the applicable sales charge of 2.0% of the Public Offering Price per Unit.

If the Exchange Trust is a series of Morgan Stanley Dean Witter Select
Equity Trust, the applicable sales charge on that Trust will be the Deferred
Sales Charge of that Trust. The Deferred Sales Charge may be more or less than
2.0% of the Public Offering Price.

REINVESTMENT PROGRAM

You may elect to automatically reinvest the distributions with respect to
your Units in additional Units of the Trust. Reinvestment Units are not subject
to the Initial Sales Charge. You may participate in the Trust's reinvestment
program by filing a written notice of election with the Trustee. The Trustee
must receive your completed notice of election to participate in the Program at
least ten days prior to the Record Date applicable to any distribution in order
for the Program to be in effect for that distribution. You may modify or revoke
elections on similar notice.

The Trustee will use these distributions, to the extent reinvested in the
Trust, at the direction of the Sponsor in one or both of the following manners:

(1) The Trustee may use the distributions to purchase Units of this
Series of the Trust in the Sponsor's inventory. The purchase price payable by
the Trustee for each of these Units will be equal to the applicable Trust
evaluation per Unit on or as soon as possible after the close of business on the
Distribution Date. The Trustee will issue or credit the Units purchased to the
accounts of Unit Holders participating in the Program.

(2) If there are no Units in the Sponsor's inventory, the Sponsor may
purchase additional Securities for deposit into the Trust as described above in
Part B. The Sponsor will deposit the additional Securities with any necessary
cash with the Trustee in exchange for new Units. The Trustee may then use the
distributions to purchase the new Units from the Sponsor. The price for these
new Units will be the applicable Trust evaluation per Unit on or as soon as
possible after the close of business on the Distribution Date. See "Public
Offering of Units--Public Offering Price". The Units purchased by the Trustee
will be issued or credited to the accounts of Unit Holders who participate in
the Program. The Sponsor may terminate the Program if it does not have
sufficient Units in its inventory or if it is no longer practical to create
additional Units.

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No fractional Units will be issued under any circumstances. If, after the
maximum number of full Units has been issued or created at the applicable price,
there remains a portion of the distribution which is not sufficient to purchase
a full Unit at that price, the Trustee will distribute that amount to Unit
Holders. The Trust will bear the cost of administering the reinvestment program.
Thus all Unit Holders will indirectly bear that cost.

RIGHTS OF UNIT HOLDERS

UNIT HOLDERS

A Unit Holder is deemed to be a beneficiary of the Trust created by the
Indenture and Agreement. A Unit Holder is vested with all right, title and
interest in that Trust. As a Unit Holder, you may tender your Units to the
Trustee for redemption at any time.

You are required to hold your Units in uncertificated form. The Trustee will
credit your account with the number of Units you hold. Units are transferable
only on the records of the Trustee upon presentation of evidence satisfactory to
the Trustee for each transfer. Any sums payable for taxes or other governmental
charges imposed upon these transactions must be paid by you and you must comply
with the formalities necessary to redeem Units.

CERTAIN LIMITATIONS

The death or incapacity of any Unit Holder will not operate to terminate the
Trust. Death or incapacity will not entitle your legal representatives or heirs
to claim an accounting or to take any other action or proceeding in any court
for a partition or winding up of the Trust.

Neither you nor any other Unit Holder shall have the right to vote except
with respect to removal of the Trustee or amendment and termination of the
Trust. See "Administration of the Trust--Amendment" and "Administration of the
Trust--Termination". Unit Holders shall have no right to control the operation
or administration of the Trust in any manner. The only time you will have that
right is upon the vote of 51% of the Units outstanding at any time for purposes
of amendment, or termination of the Trust or discharge of the Trustee, all as
provided in the Agreement. However, no Unit Holder shall ever be under any
liability to any third party for any action that the Trustee or Sponsor takes.
You will be unable to dispose of any of the Securities in the Portfolio, as
such, and will not be able to vote the Securities. The Trustee, as holder of the
Securities, will have the right to vote all of the voting Securities held in the
Trust. The Trustee will vote these Securities in accordance with the
instructions of the Sponsor, if given. Otherwise the Trustee shall vote as it,
in its sole discretion, shall determine.

EXPENSES AND CHARGES

The Summary of Essential Information in Part A lists the estimated annual
Trust expenses. If actual expenses exceed the estimated amounts, the Trust will
bear the excess.

ORGANIZATION COSTS

You and the other Unit Holders will bear all or a portion of the
organization costs and charges incurred in connection with the establishment of
the Trust. These costs and charges will include:

- the cost of the preparation, printing and execution of the Indenture,
Registration Statement and other documents relating to the Trust

- Federal and State registration fees and costs

- the initial fees and expenses of the Trustee

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- the fee of the Portfolio Consultant

- legal and auditing expenses.

The Sponsor will pay advertising and selling expenses at no cost to the
Trust.

TRUST FEES AND EXPENSES

The Sponsor's fee, earned for portfolio supervisory services, is based upon
the largest number of Units outstanding during the computation period. The
Sponsor's fee as set forth in "Summary of Essential Information" may exceed the
actual costs of providing portfolio supervisory services for this Trust. At no
time will the total amount the Sponsor receives for portfolio supervisory
services rendered to all series of the Morgan Stanley Dean Witter Select Equity
Trust in any calendar year exceed the aggregate cost to it of supplying those
services in that year.

Under the Indenture and Agreement for its services as Trustee and evaluator,
the Trustee receives the fee set forth in "Summary of Essential Information".
The Trust bears its regular expenses, including certain mailing and printing
expenses.

The Sponsor's fee, the Trustee's fees and the Trust's expenses accrue daily
but are payable only on or before each Distribution Date from the Income
Account, to the extent funds are available and, thereafter from the Principal
Account. Any of these fees may increase without your approval or the approval of
the other Unit Holders in proportion to increases under the classification "All
Services Less Rent" in the Consumer Price Index published by the United States
Department of Labor or, if no longer published, a similar index. The Trustee,
pursuant to normal banking procedures, also receives benefits to the extent that
it holds funds on deposit in various non-interest bearing accounts created under
the Indenture and Agreement.

OTHER CHARGES

The Trust does or may incur the following additional charges as more fully
described in the Indenture and Agreement:

- fees of the Trustee for extraordinary services

- expenses of the Trustee, including legal and auditing expenses, and of
counsel that the Sponsor designated

- various governmental charges

- expenses and costs of any action the Trustee takes to protect the Trust
and the rights and interests of you and the other Unit Holders

- indemnification of the Trustee for any loss, liability or expenses it
incurred in the administration of the Trust without gross negligence, bad
faith, wilful malfeasance or wilful misconduct on its part or reckless
disregard of its obligations and duties

- indemnification of the Sponsor for any losses, liabilities and expenses
incurred in acting as Sponsor or Depositor under the Agreement without
gross negligence, bad faith, wilful malfeasance or wilful misconduct or
reckless disregard of its obligations and duties

- expenditures incurred in contacting Unit Holders upon termination of the
Trust, and

- brokerage commissions or charges incurred in connection with the purchase
or sale of Securities.

PAYMENT

The fees and expenses set forth in this Prospectus are payable out of the
Trust. When the Trustee pays them or when they are owed to the Trustee, they are
secured by a lien on the Trust. Dividends on the Securities are expected to be
sufficient to pay the estimated expenses of the Trust. If the balances in the
Income and Principal Account are insufficient to provide for amounts payable

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by the Trust, the Trustee has the power to sell Securities to pay those amounts.
To the extent that the Trustee sells Securities, the size of the Trust will
decline and the proportions of the types of Securities may change. These sales
might be required at a time when Securities would not otherwise be sold. These
sales might result in lower prices than might otherwise be realized. Moreover,
due to the minimum lot size in which Securities may be required to be sold, the
proceeds of these sales may exceed the amount necessary for the payment of these
fees and expenses.

ADMINISTRATION OF THE TRUST

RECORDS AND ACCOUNTS

The Trustee will keep records and accounts of all transactions of the Trust
at its unit investment trust office at 4 New York Plaza, New York, New York
10004. Unit Holders may inspect these records and accounts at reasonable times
during normal business hours. The Trustee will additionally keep on file for
inspection by Unit Holders an executed copy of the Indenture and Agreement
together with a current list of the Securities then held in the Trust. In
connection with the storage and handling of certain Securities deposited in the
Trust, the Trustee is authorized to use the services of the Depository Trust
Company. These services would include safekeeping of the Securities,
coupon-clipping, computer book-entry transfer and institutional delivery
services.

DISTRIBUTION

The Record Dates and the Distribution Dates are set forth in Part A of this
prospectus. See "Summary of Essential Information". The distributions will be an
amount equal to:

- the Unit Holder's pro rata portion of the amount of dividend income
received by the Trust, plus

- proceeds of the sale of Portfolio Securities, including capital gains, not
used for the redemption of Units, if any, less

- the Trustee's fees and expenses and less the Sponsor's portfolio
supervision fees.

Distributions for the account of beneficial owners of Units registered in
"street name" that the Sponsor holds will be made to the investment account of
such beneficial owners maintained with the Sponsor. Whenever regulatory or tax
purposes require or whenever the Sponsor directs, the Trustee may make special
distributions on special distribution dates to Unit Holders of record on special
record dates that the Trustee declares.

The Trustee credits dividends payable to the Trust as a holder of record of
its Securities to an Income Account, as of the date on which the Trust is
entitled to receive those dividends. The Trustee credits to a Principal Account
other receipts, including (1) return of investment and gain and (2) amounts
received upon the sale, pursuant to the Indenture and Agreement, of rights to
purchase other Securities distributed in respect of the Securities in the
Portfolio. The Trust will distribute the above distributions to each Unit Holder
as of a Record Date on the next following Distribution Date or shortly
thereafter.

The Trustee will hold proceeds it receives from the disposition of any of
the Securities which are not used for redemption of Units in the Principal
Account until it distributes those proceeds on the Distribution Date following
their receipt. The Trustee does not need to make a distribution from the
Principal Account if its balance is less than $1.00 per 100 Units outstanding.
The Trustee may create a Reserve Account by withdrawing from the Income or
Principal Accounts, from time to time, amounts it deems necessary to establish a
reserve for any taxes or other governmental charges that may be payable out of
the Trust. Funds the Trustee holds in the various accounts created under the
Indenture are non-interest bearing to Unit Holders. The Trustee receives the
benefit of holding these funds which are interest-bearing to it.

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On each Deferred Sales Charge Payment Date the Trustee will sell Securities
pro rata in an amount equal to $4.00 per 100 Units. The Trustee will use the
money it obtains to pay the Deferred Sales Charge and will distribute the
proceeds to the Sponsor.

The Trustee will follow a policy of placing securities acquisition or
disposition transactions with a broker or dealer only if it expects to obtain
favorable prices and executions of orders. The Trustee generally makes
transactions in Securities held in the Trust in brokerage transactions, as
distinguished from principal transactions. In connection with the brokerage
transactions, the Sponsor may act as broker and receive commissions if the
Trustee expects to obtain the most favorable prices and execution. In placing
Securities transactions, the Trustee will not consider statistical and research
information furnished to it by any of the securities dealers through which the
Trustee executes transactions.

PORTFOLIO SUPERVISION

The Trustee will adjust the original proportionate relationship between the
number of shares of each Security in the Trust to reflect:

- the occurrence of a stock dividend

- a stock split

- a merger

- a reorganization or

- a similar event which affects the capital structure of the issuer of a
Security in the Trust but which does not affect the Trust's percentage
ownership of the common stock equity of that issuer at the time of that
event.

If the Trust receives the securities of another issuer as the result of
(1) a merger or reorganization, (2) a spin-off, (3) a split-off or (4) a
split-up of the issuer of a Security included in the original portfolio, the
Trust may:

- hold those securities as if they were one of the Securities initially
deposited and

- adjust the proportionate relationship accordingly for all subsequent
deposits.

The Sponsor or the Trustee does not "manage" the Portfolio of the Trust.
Only the provisions of the Indenture and Agreement govern their activities
described below. The Sponsor may direct the Trustee to dispose of Securities
upon:

- failure of the issuer of a Security in the Trust to declare or pay
anticipated cash dividends

- institution of certain materially adverse legal proceedings

- default under certain documents materially and adversely affecting future
declaration or payment of dividends, or

- the occurrence of other market or credit factors that in the opinion of
the Sponsor would make the retention of these Securities in the Trust
detrimental to the interests of the Unit Holders.

The Sponsor will direct the Trustee to sell Securities to pay portions of
the Deferred Sales Charge. Except as otherwise discussed herein, the acquisition
of any Securities for the Trust other than those initially deposited and those
deposited in order to create additional Units, is prohibited. The Indenture
authorizes the Sponsor to direct the Trustee to invest the proceeds of any sale
of Securities not required for the redemption of Units in eligible money market
instruments. The Sponsor will select these instruments, which will include only
(1) negotiable certificates of deposit or (2) 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

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assets. However, the Trust may hold certificates of deposit or time deposits of
smaller domestic banks provided the deposit does not exceed the insurance
coverage on the instrument, which currently is $100,000. Also, the Trust's
aggregate holding of certificates of deposit or time deposits that the Trustee
issued may not exceed the insurance coverage of these obligations. U.S. Treasury
notes or bills, which the Trust shall hold until their maturity, must mature
prior to the earlier of the next following Distribution Date or 90 days after
receipt. The Trust shall distribute the principal and interest of each Treasury
note or bill, to the extent that interest is not used to pay Trust expenses, on
the earlier of the 90th day after receipt or the next following Distribution
Date.

During the life of the Trust, the Sponsor, as part of its administrative
responsibilities, shall conduct reviews to determine whether or not to recommend
the disposition of Securities. In addition, the Sponsor shall undertake to
perform any other reviews and procedures as it deems necessary in order for it
to give the consents and directions, including directions as to voting on the
underlying Securities, that the Indenture and Agreement require. The Sponsor
shall receive the portfolio supervisory fee referred to under "Summary of
Essential Information" for (1) performing the administrative services in making
those recommendations and (2) giving those consents and directions, and
(3) making the reviews called for.

VOTING OF THE PORTFOLIO SECURITIES

The Indenture and Agreement states that the Trustee will exercise voting
rights with respect to the Portfolio Securities and Replacement Securities, if
any, in accordance with the Indenture or the directions that the Sponsor gives.

REPORTS TO UNIT HOLDERS

With each distribution, the Trustee will furnish to Unit Holders a statement
of the amount of income and other receipts distributed, including the proceeds
of the sale of the Securities. The statement shall express proceeds in each case
as a dollar amount per Unit.

Within a reasonable period of time after the last Business Day in each
calendar year, but not later than February 15, the Trustee will furnish to each
person who at any time during that calendar year was a Unit Holder of record a
statement setting forth:

1. As to the Income and Principal Account:

- the amount of income received on the Securities;

- the amount paid for redemption of Units;

- the deductions for applicable taxes or other governmental charges, if any,
and fees and expenses of the Sponsor, the Trustee and counsel;

- the deductions of portions of the Deferred Sales Charge;

- the amounts distributed from the Income Account;

- any other amount credited to or deducted from the Income Account; and

- the net amount remaining after those payments and deductions expressed
both as a total dollar amount and as a dollar amount per Unit outstanding
on the last business day of that calendar year.

2. The following information:

- a list of the Securities as of the last business day of that calendar
year;

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- the number of Units outstanding as of the last business day of that
calendar year;

- the Unit Value (as defined in the Agreement) based on the last Evaluation
made during that calendar year; and

- the amounts actually distributed during that calendar year from the Income
and Principal Accounts, separately stated, expressed both as total dollar
amounts and as dollar amounts per Unit outstanding on the Record Dates for
those distributions.

AMENDMENT

The Trustee and the Sponsor or their respective successors may amend the
Indenture and Agreement from time to time without the consent of any of the Unit
Holders

- to cure any ambiguity or to correct or supplement any provision contained
in the Indenture and Agreement which may be defective or inconsistent with
any other provision contained therein;

- to change any provision in the Indenture and Agreement as the Securities
and Exchange Commission or any successor governmental agency exercising
similar authority may require; or

- to make another provision in regard to matters or questions arising in the
Indenture and Agreement as shall not adversely affect the interest of the
Unit Holders.

The parties to the Indenture and Agreement may also amend that document from
time to time or they may waive the performance of any of the provisions of the
Indenture and Agreement for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of the Indenture and
Agreement or of modifying in any manner the rights of the Unit Holders, if the
express written consent of Holders of Units evidencing 51% of the Units at the
time outstanding under the Indenture and Agreement is obtained. No party,
however, may amend the Indenture and Agreement, or waive may any provision
thereof, so as to (1) increase the number of Units issuable in respect of the
Trust above the aggregate number specified in Part 2 of the Agreement or any
lesser amount that may be outstanding at any time during the term of the
Indenture except as the result of the deposit of additional Securities, as
therein provided, or reduce the relative interest in the Trust of any Unit
Holder without his consent, (2) permit the deposit or acquisition of securities
or other property either in addition to or in substitution for any of the
Securities except in the manner permitted by the Trust Indenture as in effect on
the date of the first deposit of Securities or permit the Trustee to engage in
business or investment activities not specifically authorized in the Indenture
and Agreement as originally adopted or (3) adversely affect the characterization
of the Trust as a grantor trust for federal income tax purposes.

TERMINATION

The Indenture and Agreement provides that the Trust will be liquidated
during the Liquidation Period as set forth under "Summary of Essential
Information" and terminated at the end of that period. Additionally, if the
value of the Trust as shown by any evaluation is less than forty percent (40%)
of the value of the Securities deposited in the Trust on the Initial Date of
Deposit and acquired afterwards, the Trustee will, if the Sponsor directs in
writing, terminate the Trust. The Trust may also be terminated at any time by
the written consent of Unit Holders owning 51% or more of the Units then
outstanding. Unit Holders will receive final distributions according to their
Election Instructions. Final distributions are the Unit Holders pro rata
distributions realized from the sale of Portfolio Securities plus any other
Trust assets, less Trust expenses. The Election Instructions will provide for
the following distribution options: (1) cash distributions; (2) distributions
"in kind"; or (3) investment of the distributions attributable to your Units in
units of a subsequent new series of the Morgan Stanley Dean Witter Select Equity
Trust (the "New Series") as the Sponsor designates if the New Series is offered
at that time (the "Rollover Option"). Unit Holders who do not tender properly
completed Election instructions to the Trustee will be considered to have
elected a cash distribution.

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CASH OR "IN-KIND" DISTRIBUTIONS. Unit Holders who hold Units at termination
will receive distributions from their Units in cash. Unitholders may, however,
indicate to the Trustee that they wish to receive termination distributions
"in-kind". To do so, return to the Trustee properly completed Election
Instructions, which the Trustee distributed to Unit Holders of record 45 days
prior to the Termination Date. You do not need any minimum number of Units to
elect an in-kind distribution. The Trustee will duly honor any election
instructions that it receives on or before the In-Kind Distribution Date. You
will be entitled to receive whole shares of each of the underlying Portfolio
Securities and cash from the Principal Account equal to the fractional shares to
which you are entitled. If you receive distributions of Securities "in-kind",
you may incur brokerage and odd-lot costs in converting those Securities into
cash. The Trustee will transfer the Securities to be delivered in-kind to your
account and for disposition in accordance with your instructions.

NON IN-KIND ROLLOVER OPTION. You may elect to invest the distributions
attributable to your Units in units of a New Series subject only to the deferred
sales charge on the units of the New Series. We expect that the terms of the New
Series will be substantially the same as the terms of the Trust described in
this Prospectus. We also expect that similar options to invest in a subsequent
series of the Trust will be exercisable for termination distributions from each
New Series of the trust approximately one year after that New Series' creation.
The availability of this option does not constitute a solicitation of an offer
to purchase Units of a New Series or any other security. We will treat your
election to exercise this option as an indication of interest only. At any time
prior to your purchase of units of a New Series, you may change your investment
strategy and receive, in cash, the proceeds of the sale of the Securities.

IN-KIND ROLLOVER OPTION. The Sponsor may offer Unit Holders the ability to
"roll over" their Units of the Trust for Units of a subsequent series as set
forth below. It this feature is offered, the following structure will be
implemented for those rollovers. Although the Sponsor may offer Unit Holders
this additional termination alternative, the Sponsor reserves the right in its
sole discretion to decline to offer this alternative for any reason. If the
Sponsor determines to offer this alternative, it will notify Unit Holders, who
will then notify the Sponsor whether they wish to participate. This rollover
will occur at least 30 days before the scheduled termination of the Terminating
Trust.

If you wish to reinvest your interests in Units of the Trust in units of a
newly created series of Morgan Stanley Dean Witter Select Equity Trust,
Strategic Small-Cap Portfolio, you may do so by so advising your account
executive. This exchange will be effected by an in-kind redemption from the
Terminating Trust and subsequent in kind deposit with the Trustee of the New
Trust, as follows:

The Chase Manhattan Bank will act as agent on your behalf in connection with
the creation of a unit of the New Trust. The Agent will deposit the number and
types of securities constituting a unit of the New Trust in-kind in the New
Trust. Certain stocks contained in the Terminating Trust are likely to be
included in the portfolio of the New Trust. A Unit Holder in the Terminating
Trust who elects to receive his interest in the Terminating Trust in-kind and
who wishes to purchase units in the New Trust by an in-kind contribution to the
New Trust would direct the Agent to carry out the transactions necessary to
consummate the in-kind deposit. The Agent would have the authorization to
receive your in-kind distribution from the Terminating Trust and to assemble and
deposit, on your behalf, the package of stocks needed to make up a unit in the
New Trust. This assembly and deposit would include an in-kind contribution to
the New Trust of an appropriate amount of your interest in Duplicated Stocks.
The Agent would sell securities distributed in-kind from the Terminating Trust
not required to make up a unit in the New Trust. The Agent would utilize the
cash proceeds of each sale to purchase the stocks, other than the Duplicated
Stocks, necessary to constitute a unit of the New Trust. The proceeds of these
sales will be reduced and the cost of these purchases will increase by any
applicable brokerage commissions. If additional cash is necessary to purchase
stocks, you would pay that cash to the Agent. You would receive any cash not
used to make up a unit in the New Trust. The Agent will sell fractional
interests received from the Terminating Trust. The Agent will use the cash
proceeds of that sale to purchase securities for deposit in the New Trust. If
the Agent does not use the proceeds for those purposes,

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the Agent will distribute them to you. Upon receipt of the in-kind deposit, the
Trustee will issue the appropriate number of units in the New Trust to the Unit
Holder on whose behalf the Agent acted. If you acquire units pursuant to an
in-kind deposit into a New Trust from a Terminating Trust, you will not be
subject to an Initial Sales Charge on those units. You will be subject only to a
Deferred Sales Charge.

We will also offer the ability to purchase units of the New Trust by the
deposit of securities in-kind to persons who were not Unit Holders in a
Terminating Trust. Any such person may contribute whole shares in-kind to a New
Trust. He will be required to pay the Initial Sales Charge to the Sponsor in
connection with the in-kind purchase of units. These units will be subject to a
Deferred Sales Charge.

METHOD OF SECURITIES DISPOSAL. The Trustee will begin to sell the remaining
Securities held in the Trust on the next business day following the In-Kind
Date. Since the Trust is not managed, Securities in the Portfolio must be sold
in accordance with the Indenture. The Indenture provides for sales over a period
of days or on any one day during the Liquidation Period set forth in the
"Summary of Essential Information". The Trustee will deposit proceeds of these
sales into the Trust. The Trustee will hold those proceeds in a non-interest
bearing account to Unit Holders until distributed, and the Trustee will receive
benefit from such proceeds. The sales of Portfolio Securities may tend to
depress the market prices for these Securities and thus reduce the proceeds
available to Unit Holders. The Sponsor believes that gradual liquidation of
Securities during the Liquidation Period may mitigate negative market price
consequences stemming from the trading of large volumes of Securities over a
short period of time. There can be no assurance, however, that these procedures
will effectively mitigate any adverse price consequences of heavy volume trading
or that these procedures will produce a better price for Unit Holders than might
have been obtained had all the Securities been sold on one particular day during
the Liquidation Period.

After (1) deducting brokerage charges and costs incurred in connection with
the sale of Securities and any fees and expenses of the Trust and (2) paying
into the Reserve Account any amount required for taxes or other governmental
charges that may be payable by the Trust, the Trustee will distribute to each
Unit Holder after due notice of termination of the Trust, the Unit Holders pro
rata share of the Income and Principal Accounts. The sale of Securities in the
Trust upon termination may result in a lower amount than might otherwise be
realized it such sale were not required at that time. For this reason, among
others, the amount you may realize upon termination may be less than the amount
you paid for Units.

The Division of Investment Management of the SEC believes that the rollover
option constitutes an "exchange offer", for the purposes of Section 11(c) of the
Investment Company Act of 1940, and would therefore be prohibited without an
exemptive order. The Sponsor has obtained an exemptive order under Section
11(c) which it believes permits it to offer the rollover. There can be no
assurance that the SEC will concur with the Sponsor's position. Additional
regulatory approvals may be required.

RESIGNATION, REMOVAL AND LIABILITY

REGARDING THE TRUSTEE

The Trustee is under no liability for:

- any action taken in good faith in reliance on apparently properly executed
documents or

- for the disposition of cash or Securities in the Trust.

The Trustee is not liable or responsible in any way for depreciation or loss as
a result of the Trustee's disposition of any Securities. However, the Trustee is
liable for wilful misfeasance, bad faith or gross negligence in the performance
of its duties. The Trustee is also liable if it recklessly disregards its
obligations and duties under the Indenture and Agreement. In the event of a
failure of the

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Sponsor to act, the Trustee may act under the Indenture and Agreement. In that
case, the Trustee shall not be liable for any action taken by it in good faith.
The Trustee will not be personally liable for any taxes or other governmental
charges imposed upon the Trust or in respect of the Securities or dividends. The
Agreement also contains other customary provisions limiting the liability of the
Trustee and providing for the indemnification of the Trustee for any loss or
claim accruing to it without (1) gross negligence, (2) bad faith, (3) wilful
misconduct, (4) wilful misfeasance or (5) reckless disregard of its duties and
obligations under the Agreement on its part.

The Trustee or any successor may resign by executing an instrument in
writing, filing the instrument with the Sponsor and mailing a copy of that
notice of resignation to all Unit Holders then of record. Upon receiving that
notice, the Sponsor will use its best efforts to appoint a successor Trustee
promptly. If the Trustee becomes incapable of acting or becomes bankrupt or if
public authorities take over its affairs, or if the Sponsor determines to remove
the Trustee because of (i) a material deterioration in the Trustee's
creditworthiness or (ii) one or more negligent acts by the Trustee, which result
in a material adverse effect, makes the removal of the Trustee in the best
interest of the Unit Holders, the Sponsor may remove the Trustee and appoint a
successor as provided in the Agreement. If within 30 days of the resignation of
a Trustee the Sponsor has not appointed a successor or, if appointed, it has not
accepted the appointment, the retiring Trustee may apply to a court of competent
jurisdiction for the appointment of a successor. The resignation or removal of a
Trustee becomes effective only when the successor trustee accepts its
appointment as such or when a court of competent jurisdiction appoints a
successor trustee.

REGARDING THE SPONSOR

The Sponsor will be under no liability to the Trust or to Unit Holders for
taking any action or for refraining from any action in good faith or for errors
in judgment. Likewise, the Sponsor will not be liable or responsible in any way
for depreciation or loss resulting from the disposition of any Security. The
Sponsor will, however, be liable for (1) its own wilful misfeasance, (2) wilful
misconduct, (3) bad faith, (4) gross negligence or (5) reckless disregard of its
duties and obligations under the Agreement.

If at any time the Sponsor (1) resigns under the Agreement or (2) fails or
is incapable of performing its duties under the Agreement or (3) becomes
bankrupt or (4) has its affairs taken over by public authorities, the Agreement
directs the Trustee to act. The Trustee will either (1) appoint a successor
Sponsor or Sponsors at rates of compensation that the Trustee finds reasonable
and which does not exceed amounts prescribed by the Securities and Exchange
Commission, or (2) terminate the Trust Indenture and Agreement and the Trust and
liquidate the Trust. The Trustee will promptly notify Unit Holders of any of
these actions.

MISCELLANEOUS

SPONSOR

Dean Witter Reynolds Inc. is a principal operating subsidiary of Morgan
Stanley Dean Witter & Co., a publicly-held corporation. On May 31, 1997, Dean
Witter, Discover & Co., Dean Witter's former parent company, and Morgan Stanley
Group Inc. merged to form Morgan Stanley Dean Witter & Co. Dean Witter is a
financial services company that provides to its individual, corporate, and
institutional clients services as

- a broker in securities and commodities

- a dealer in corporate, municipal, and government securities

- an investment banker

- an investment adviser, and

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- an agent in the sale of life insurance and various other products and
services.

Dean Witter is a member firm of the New York Stock Exchange, the American
Stock Exchange, other major securities exchanges and the National Association of
Securities Dealers. Dean Witter currently services its clients through a network
of more than 350 domestic and international offices with approximately 13,000
financial advisors servicing individual and institutional client accounts.

TRUSTEE

The Trustee is Chase Manhattan Bank. It is a New York bank with its
principal executive office located at 270 Park Avenue, New York, New York 10017
and its unit investment trust office at 4 New York Plaza, New York, New York
10004. The Trustee is subject to supervision and examination by the
Superintendent of Banks of the State of New York, the Federal Deposit Insurance
Corporation and the Board of Governors of the Federal Reserve System. In
connection with the storage and handling of certain Securities deposited in the
Trust, the Trustee may use the services of the Depository Trust Company. These
services may include safekeeping of the Securities and coupon-clipping, computer
book-entry transfer and institutional delivery service. The Depository Trust
Company is a limited purpose trust company organized under the Banking Law of
the State of New York, a member of the Federal Reserve System and a clearing
agency registered under the Securities Exchange Act of 1934.

PORTFOLIO CONSULTANT

Lightstone Capital Management LLC is a registered investment adviser whose
president is John B. Lightstone, PhD. LCM is in the business of developing
investment strategies for various investment products.

LEGAL OPINIONS

Cahill Gordon & Reindel, 80 Pine Street, New York, New York 10005, as
special counsel for the Sponsor has passed upon the legality of the Units
offered by this Prospectus.

INDEPENDENT AUDITORS

Grant Thornton LLP, certified public accountants, has audited the Statement
of Financial Condition of this series of the Morgan Stanley Dean Witter Select
Equity Trust included in this Prospectus. Grant Thornton LLP has provided a
report as set forth in this Prospectus. The Statement is included in reliance
upon that report given upon the authority of that firm as experts in accounting
and auditing.

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YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR THAT
WE HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS NOT CONTAINED IN THIS DOCUMENT. THE REGISTRATION
STATEMENT FOR THE TRUST AND ITS EXHIBITS, WHICH HAVE BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933 (FILE
NO. 333-43326) AND THE INVESTMENT COMPANY ACT OF 1940 (FILE NO. 811-5065),
CONTAIN INFORMATION THAT IS NOT CONTAINED IN THIS PROSPECTUS. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN
OFFER TO BUY, SECURITIES IN ANY STATE TO ANY PERSON TO WHOM IT IS NOT LAWFUL
TO MAKE SUCH OFFER IN SUCH STATE.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
PART A
Summary of Essential Information.............. i
Independent Auditors' Report.................. x
Statement of Financial Condition.............. xi
Schedule of Portfolio Securities.............. xiii
PART B
Introduction.................................. 1
The Trust..................................... 1
Objectives and Securities Selection....... 1
Summary Description of the Portfolio...... 1
Risk Factors.............................. 2
Unit Creation--Deposit of Securities.......... 4
Tax Status of the Trust....................... 6
Retirement Plans.............................. 7
Public Offering of Units...................... 8
Public Offering Price..................... 8
Sales Charges............................. 8
Public Distribution....................... 9
Secondary Market.......................... 9
Profit of Sponsor......................... 10
Volume Discount........................... 10
Redemption.................................... 11
Right of Redemption....................... 11
Redemption Procedures..................... 12
Computation of Redemption Price........... 13
Postponement of Redemption................ 14
Exchange Option............................... 15
Reinvestment Program.......................... 16
Rights of Unit Holders........................ 17
Unit Holders.............................. 17
Certain Limitations....................... 17
Expenses and Charges.......................... 17
Organization Costs........................ 17
Trust Fees and Expenses................... 18
Other Charges............................. 18
Payment................................... 18
Administration of the Trust................... 19
Records and Accounts...................... 19
Distribution.............................. 19
Portfolio Supervision..................... 20
Voting of the Portfolio Securities........ 21
Reports to Unit Holders................... 21
Amendment................................. 22
Termination............................... 22
Resignation, Removal and Liability............ 24
Regarding the Trustee..................... 24
Regarding the Sponsor..................... 25
Miscellaneous................................. 25
Sponsor................................... 25
Trustee................................... 26
Portfolio Consultant...................... 26
Legal Opinions............................ 26
Independent Auditors.......................... 26
</TABLE>

CLF#37738

MORGAN STANLEY DEAN WITTER

[LOGO] UNIT INVESTMENT TRUST
SELECT EQUITY TRUSTS

STRATEGIC SMALL-CAP

PORTFOLIO 2000-1

----------------------
(A Unit Investment Trust)

READ AND RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE.

This prospectus may be used as a preliminary prospectus for a future series,
such as when Units of this Trust are no longer available, or for Investors who
will reinvest into subsequent series of the Trust. In such cases, Investors
should note that:

The information in this prospectus is not complete and may be changed. We
may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.

MORGAN STANLEY DEAN WITTER IS A SERVICE MARK OF MORGAN STANLEY DEAN WITTER &
CO.
<PAGE>

PART II. ADDITIONAL INFORMATION NOT REQUIRED IN PROSPECTUS

CONTENTS OF REGISTRATION STATEMENT

This registration statement on Form S-6 comprises the following documents:

The facing sheet.

The Cross Reference Sheet.

The Prospectus.

The signatures.

Written consents of the following persons:

- Cahill Gordon & Reindel (included in Exhibit 5)

- Grant Thornton LLP

The following Exhibits:

****EX-3(i) Certificate of Incorporation of Dean Witter Reynolds Inc.

****EX-3(ii) By-Laws of Dean Witter Reynolds Inc.

*EX-4.1 Trust Indenture and Agreement, dated January 22, 1991.

*EX-4.15 Amendment to Exhibit 4.1 dated December 30, 1997.

**EX-4.2 Reference Trust Agreement dated October 17, 2000.

****EX-4.3 Amendment dated July 18, 1995 to Trust Indenture and
Agreement dated January 27, 1991.

**EX-5 Opinion of counsel as to the legality of the securities
being registered.

**EX-23.1 Consent of Independent Auditors.

**EX-23.2 Consent of Cahill Gordon & Reindel (included in Exhibit
5).

***EX-24 Powers of Attorney executed by a majority of the Board of
Directors of Dean Witter Reynolds Inc.

<PAGE>

****EX-99 Information as to Officers and Directors of Dean Witter
Reynolds Inc. is incorporated by reference to Schedules
A and D of Form BD filed by Dean Witter Reynolds Inc.
pursuant to Rules 15b1-1 and 15b3-1 under the Securities
Exchange Act of 1934 (1934 Act File No. 8-14172).

*****EX-99.A(11) Code of Ethics

-------------------------
* Incorporated by reference to exhibit of same designation filed with
the Securities and Exchange Commission as an exhibit to the
Registration Statement of Morgan Stanley Dean Witter Select Equity
Trust Select 5 Industrial Portfolio 2000-2, Registration No.
333-96215 and as filed as an exhibit to Dean Witter Select Equity
Trust, Select 5 Industrial Portfolio 98-1, Registration No.
333-41783.

** Filed herewith.

*** Previously filed.

**** Incorporated by reference to exhibit of same designation filed with
the Securities and Exchange Commission as an exhibit to the
Registration Statement of Morgan Stanley Dean Witter Select Equity
Trust Select 5 Industrial Portfolio 2000-2, Registration No.
333-96215.

***** Incorporated by reference to exhibit of same designation filed with
the Securities and Exchange Commission as an exhibit to the
Registration Statement of Morgan Stanley Dean Witter Select Equity
Trust Strategic Growth Large-Cap Portfolio 2000-2, Registration No.
333-33512.

<PAGE>

SIGNATURES

The Registrant, Morgan Stanley Dean Witter Select Equity Trust
Strategic Small-Cap Portfolio 2000-1 hereby identifies the Dean Witter Select
Equity Trust Strategic Small-Cap Portfolio 99-1 for purposes of the
representations required by Rule 487 and represents the following:

1) That the portfolio securities deposited in the series with respect to
which this registration statement is being filed do not differ
materially in type or quality from those deposited in such previous
series;

2) That, except to the extent necessary to identify the specific
portfolio securities deposited in, and to provide essential financial
information for, the series with respect to the securities of which
this registration statement is being filed, this registration
statement does not contain disclosures that differ in any material
respect from those contained in the registration statement for such
previous series as to which the effective date was determined by the
Commission or the staff; and

3) That it has complied with Rule 460 under the Securities Act of 1933.

Pursuant to the requirements of the Securities Act of 1933, the
registrant, Morgan Stanley Dean Witter Select Equity Trust Strategic Small-Cap
Portfolio 2000-1 has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of New York and State of New York on the 17th day of
October, 2000.

MORGAN STANLEY DEAN WITTER SELECT
EQUITY TRUST STRATEGIC SMALL-CAP
PORTFOLIO 2000-1
(Registrant)

By: Dean Witter Reynolds Inc.
(Depositor)

/s/Thomas Hines
---------------
Thomas Hines
Authorized Signatory

<PAGE>
-2-

Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed on behalf of Dean
Witter Reynolds Inc., the Depositor by the following person in the following
capacities and by the following persons who constitute a majority of the
Depositor's Board of Directors in the City of New York, and State of New York,
on this 17th day of October, 2000.

NAME OFFICE

Philip J. Purcell Chairman & Chief )
Executive Officer )
and Director* )
Bruce F. Alonso Director
Richard M. DeMartini Director
Raymond J. Drop Director
James F. Higgins Director
Donald G. Kempf, Jr. Director
John J. Mack Director
Mitchell M. Merin Director
Stephen R. Miller Director
John H. Schaefer Director
Thomas C. Schneider Director
Alan A. Schroder Director
Robert G. Scott Director

By: /s/Thomas Hines
---------------
Thomas Hines
Attorney-in-fact*
---------------------

* Executed copies of the Powers of Attorney of the Board Members listed above
have been filed with the Securities and Exchange Commission in connection
with Amendment No. 1 to the Registration Statement on Form S-6 for Dean
Witter Select Equity, Select 10 Industrial Portfolio 97-1, File No.
333-16839, Amendment No. 1 to the Registration Statement on Form S-6 for
Dean Witter Select Equity Trust, Select 10 Industrial Portfolio 96-4, File
No. 333-10499, the Registration Statement on Form S-6 for Dean Witter
Select Equity Trust, Select 10 International Series 95-1, File No.
33-56389, Post-Effective Amendment No. 1 to Form S-6 for Morgan Stanley
Dean Witter Select Equity Trust Select 10 Industrial Portfolio 99-4, File
No. 333-79905, Amendment No. 1 to the Registration Statement on Form S-6
for Morgan Stanley Dean Witter Select Equity Trust Morgan Stanley
High-Technology 35 Index Portfolio 2000-1, File No. 333-91713, and
Amendment No. 1 to the Registration Statement on Form S-6 for Morgan

<PAGE>
-3-

Stanley Dean Witter Select Equity Trust The Competitive Edge Best Ideas
Portfolio Series 2000-3, File No. 333-37846.

<PAGE>

Exhibit Index
To
Form S-6
Registration Statement
Under the Securities Act of 1933

EXHIBIT NO. TITLE OF DOCUMENT

****EX-3(i) Certificate of Incorporation of Dean Witter Reynolds Inc.

****EX-3(ii) By-Laws of Dean Witter Reynolds Inc.

*EX-4.1 Trust Indenture and Agreement, dated January 22, 1991.

*EX-4.15 Amendment to Exhibit 4.1 dated December 30, 1997.

**EX-4.2 Reference Trust Agreement dated October 17, 2000.

****EX-4.3 Amendment dated July 18, 1995 to Trust Indenture and
Agreement dated January 22, 1991.

**EX-5 Opinion of counsel as to the legality of the securities
being registered.

**EX-23.1 Consent of Independent Auditors.

**EX-23.2 Consent of Cahill Gordon & Reindel (included in Exhibit
5).

***EX-24 Powers of Attorney executed by a majority of the Board of
Directors of Dean Witter Reynolds Inc.

<PAGE>
-2-

****EX-99 Information as to Officers and Directors of Dean Witter
Reynolds Inc. is incorporated by reference to Schedules A
and D of Form BD filed by Dean Witter Reynolds Inc.
pursuant to Rules 15b1-1 and 15b3-1 under the Securities
Exchange Act of 1934 (1934 Act File No. 8-14172).

*****EX-99.A(11) Code of Ethics

------------------------
* Incorporated by reference to exhibit of same designation filed
with the Securities and Exchange Commission as an exhibit to
the Registration Statement of Morgan Stanley Dean Witter
Select Equity Trust Select 5 Industrial Portfolio 2000-2,
Registration No. 333-96215 and as filed as an exhibit to Dean
Witter Select Equity Trust, Select 5 Industrial Portfolio
98-1, Registration No. 333-41783.

** Filed herewith.

*** Previously filed.

**** Incorporated by reference to exhibit of same designation filed
with the Securities and Exchange Commission as an exhibit to
the Registration Statement of Morgan Stanley Dean Witter
Select Equity Trust Select 5 Industrial Portfolio 2000-2,
Registration No. 333-96215.

***** Incorporated by reference to exhibit of same designation filed
with the Securities and Exchange Commission as an exhibit to
the Registration Statement of Morgan Stanley Dean Witter
Select Equity Trust Strategic Growth Large-Cap Portfolio
2000-2, Registration No. 333-33512.