<PAGE>
Filer: MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
SELECT 5 INDUSTRIAL PORTFOLIO 2000-6
Investment Company Act No. 811-5065
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
SELECT 5 INDUSTRIAL PORTFOLIO 2000-6
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 agents 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 pursu-
ant to Rule 24f-2 promulgated under the Investment Company
Act of 1940, as amended
F. Proposed maximum offering price to the public of the secu-
rities 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.
The registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effec-
tive date until the registrant shall file a further amend-
ment which specifically states that this Registration
Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until
the Registration Statement shall become effective on such
date as the Commission, acting pursuant to said Section
8(a), may determine.
<PAGE>
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
SELECT 5 INDUSTRIAL PORTFOLIO 2000-6
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. ORGANIZATION 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 ) Introduction; Amendment
Indenture ) 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
_________________________
* Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
10. General Information regarding )
Trust's Securities and Rights )
of Holders )
(a) Type of Securities ) Rights of Unit Holders
(Registered or Bearer) )
(b) Type of Securities ) Administration of the
(Cumulative or Distribu- ) Trust - Distribution
tive) )
(c) Rights of Holders as to ) Redemption; Public Offer-
withdrawal or redemption ) fering of Units -
) Secondary Market
(d) Rights of Holders as to ) Public Offering of Units
conversion, transfer, par- ) - Secondary Market; Ex-
tial redemption and simi- ) change Option; Redemp-
lar matters ) tion; Rights of Unit
) Holders -Certificates
)
(e) Lapses or defaults with ) *
respect to periodic pay- )
ment plan certificates )
(f) Voting rights as to Secu- ) Rights of Unit Holders -
rities under the Indenture ) Certain Limitations;
) Amendment and Termina-
) tion 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 - Sum-
) mary Description of the
) Portfolios
(2) Terms and Conditions ) Amendment and Termina-
of Trust's Securities ) tion of the Indenture
(3) Provisions of Inden- ) Amendment and Termina-
ture ) tion of the Indenture
_________________________
* Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
(4) Identity of Depositor ) Sponsor; Trustee
and Trustee )
(h) Security Holders Consent )
required to change: )
(1) Composition of assets ) Amendment and Termina-
of Trust ) tion of the Indenture
(2) Terms and conditions ) Amendment and Termina-
of Trust's Securities ) tion of the Indenture
(3) Provisions of Inden- ) Amendment and Termina-
ture ) tion of the Indenture
(4) Identity of Depositor ) *
and Trustee )
(i) Other principal features ) Cover of Prospectus; Tax
of the Trust's Securities ) Status
11. Type of securities comprising ) The Trust - Summary De-
units ) scription of the Portfo-
) lios; Objectives and Se-
) curities Selection; The
) Trust - Special Consid-
) erations
12. Type of securities comprising ) *
periodic payment certificates )
13. (a) Load, fees, expenses, etc. ) Summary of Essential In-
) formation; Public Offer-
) ing of Units - Public
) Offering Price; - Profit
) of Sponsor;- Volume Dis-
) count; Expenses and
) Charges
(b) Certain information re- ) *
garding periodic payment )
certificates )
_________________________
* 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 In-
) formation; Public Offer-
) ing of Units
) - Public Offering Price;
) - Profit of Sponsor; -
) Volume Discount
)
(d) Price differentials ) Public Offering of Units
) - Public Offering Price
)
)
(e) Certain other loads, fees, ) Rights of Unit Holders -
expenses, etc. payable by ) Certificates
holders )
(f) Certain profits receivable ) Redemption - Purchase by
by depositor, principal ) the Sponsors of Units
underwriters, trustee or ) Tendered for Redemption
affiliated persons )
(g) Ratio of annual charges to ) *
income )
14. Issuance of trust's securities ) Introduction; Rights of
) Unit Holders - Certifi-
) cates
15. Receipt and handling of pay- ) Public Offering of Units
ments from purchasers ) - Profit of Sponsor
)
16. Acquisition and disposition of ) Introduction; Amendment
underlying securities ) and Termination of the
) Indenture; Objectives
) and Securities Selec-
) tion; The Trust - Sum-
) mary Description of the
) Portfolio; Sponsor - Re-
) sponsibility
)
_________________________
* Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
17. Withdrawal or redemption ) Redemption; Public Of-
) fering of Units - Secon-
) dary Market
18. (a) Receipt and disposition of ) Administration of the
income ) Trust; Reinvestment Pro-
) grams
(b) Reinvestment of distribu- ) Reinvestment Programs
tions )
(c) Reserves or special fund ) Administration of the
) Trust - Distribution
(d) Schedule of distribution ) *
19. Records, accounts and report ) Administration of the
) Trust - Records and Ac-
) counts; - Reports to
) Unit Holders
20. Certain miscellaneous provi- ) Amendment and Termina-
sions of the trust agreement ) tion of the Indenture;
) Sponsor - Limitation on
) Liability - Resignation;
) Trustee - Limitation on
) Liability - Resignation
)
21. Loans to security holders ) *
22. Limitations on liability of de- ) Sponsor, Trustee;
positor, trustee, custodian, ) Evaluator - Limitation
etc. ) on Liability
23. Bonding arrangements ) Included on Form
N-8B-2
24. Other material provisions of ) *
the trust agreement )
III. ORGANIZATION PERSONNEL AND
AFFILIATED PERSONS OF DEPOSITOR
_________________________
* Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
25. Organization of Depositor ) Sponsor
26. Fees received by Depositor ) Expenses and Charges -
) fees; Public Offering of
) Units - Profit of Spon-
) sor
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 ) *
Directors of Depositor )
32. Compensation of Directors of ) *
Depositor )
33. Compensation of employees of ) *
Depositor )
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 Units
ties by states ) - Public Distribution
)
36. Suspension of sales of trust's ) *
securities )
37. Revocation of authority to dis- ) *
tribute )
_________________________
* Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
38. (a) Method of distribution ) Public Offering of Units
(b) Underwriting agreements )
(c) Selling agreements )
39. (a) Organization of principal ) Sponsor
underwriter )
(b) N.A.S.D. membership of )
principal underwriter )
40. Certain fees received by prin- ) Public Offering of Units
cipal underwriter ) - Profit of Sponsor
)
41. (a) Business of principal un- ) Sponsor
derwriter )
(b) Branch offices of princi- ) *
pal 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 ) Public Offering of Units
price to certain persons ) - Volume Discount; Ex-
) change Option
45. Suspension of redemption rights ) *
46. (a) Redemption valuation ) Public Offering of
) Units- Secondary Market;
) Redemption
(b) Schedule as to redemption ) *
price )
_________________________
* Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
47. Maintenance of position in un- ) See items 10(d), 44 and
derlying securities ) 46
V. INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN
48. Organization and regulation of ) Trustee
Trustee )
49. Fees and expenses of Trustee ) Expenses and Charges
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 can- ) *
cellation )
(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; Objectives
eliminating securities ) and Securities Selec-
from the Trust ) tion; The Trust - Sum-
) mary Description of the
) Portfolio; Sponsor - Re-
) sponsibility
_________________________
* Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
(b) Elimination of securities ) *
from the Trust )
(c) Substitution and elimina- ) Introduction; Objectives
tion of securities from ) and Securities Selec-
the Trust ) tion; Sponsor - Respon-
) sibility
(d) Description of any funda- ) *
mental policy of the Trust )
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 Financial
(Instruction 1(c) to Form S-6) ) Condition
_________________________
* Not applicable, answer negative or not required.
<PAGE>
SUBJECT TO COMPLETION OCTOBER 10, 2000
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
SELECT 5 INDUSTRIAL PORTFOLIO 2000-6
A "UNIT INVESTMENT TRUST"
The attached final prospectus for a prior Series of
Morgan Stanley Dean Witter Select Equity Trust Select 5 Indus-
trial Portfolio is hereby used as a preliminary prospectus for
Morgan Stanley Dean Witter Select Equity Trust Select 5 Indus-
trial Portfolio 2000-6. The narrative information relating to
the operation of this Series and the structure of the final
prospectus for this Series will be substantially the same as
that set forth in the attached prospectus. Information with
respect to pricing, the number of units, dates and summary in-
formation regarding the characteristics of securities to be de-
posited in this Series is not now available and will be differ-
ent from that included in the attached final prospectus since
each Series has a unique Portfolio. Accordingly, the informa-
tion contained herein with regard to the previous Series should
be considered as being included for informational purposes
only.
Investors should contact account executives of the
Sponsor who will be informed of the expected effective date of
this Series and who will be supplied with complete information
with respect to such Series on the date of the effectiveness of
the registration statement relating to Units of this Series.
OFFERS TO SELL OR THE SOLICITATION OF ORDERS TO BUY
MAY ONLY BE MADE IN THOSE JURISDICTIONS IN WHICH THE SECURITIES
OF A TRUST HAVE BEEN REGISTERED. INVESTORS SHOULD CONTACT
ACCOUNT EXECUTIVES OF THE SPONSOR TO DETERMINE WHETHER THE
SECURITIES OF A PARTICULAR TRUST HAVE BEEN REGISTERED FOR SALE
IN THE STATE IN WHICH THEY RESIDE.
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.
<PAGE>
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
SELECT 5 INDUSTRIAL PORTFOLIO 2000-5
This prospectus dated September 1, 2000, File No. 333-
42918, is hereby incorporated by reference herein.
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
SELECT 5 INDUSTRIAL PORTFOLIO 2000-4
This prospectus dated June 30, 2000, File No. 333-
37826, is hereby incorporated by reference herein.
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
SELECT 5 INDUSTRIAL PORTFOLIO 2000-3
This prospectus dated May 2, 2000, File No. 333-
33542, is hereby incorporated by reference herein.
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
SELECT 5 INDUSTRIAL PORTFOLIO 2000-2
This prospectus dated March 1, 2000, File No. 333-
96215, is hereby incorporated by reference herein.
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
SELECT 5 INDUSTRIAL PORTFOLIO 2000-1
This prospectus dated January 5, 2000, File No. 333-
91017, is hereby incorporated by reference herein.
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
SELECT 5 INDUSTRIAL PORTFOLIO 99-6
This prospectus dated November 2, 1999, File No. 333-
88445, is hereby incorporated by reference herein.
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
SELECT 5 INDUSTRIAL PORTFOLIO 99-5
This prospectus dated September 1, 1999, File
No. 333-84651, is hereby incorporated by reference herein.
<PAGE>
PART II. ADDITIONAL INFORMATION NOT REQUIRED IN PROSPECTUS
CONTENTS OF REGISTRATION STATEMENT
This registration statement on Form S-6 comprises the follow-
ing documents:
The facing sheet.
The Cross Reference Sheet.
The Prospectus.
The signatures.
Listed below are the names and registration numbers of each
previous Series of Morgan Stanley Dean Witter Select Equity Trust, the
final prospectus for any of which is used as a preliminary prospectus
for Morgan Stanley Dean Witter Select Equity Trust Select 5 Industrial
Portfolio 2000-6. These prior final prospectuses are incorporated
herein by reference.
Morgan Stanley Dean Witter Select Equity Trust
Select 5 Industrial Portfolio 2000-5
(Registration No. 333-42918)
Morgan Stanley Dean Witter Select Equity Trust
Select 5 Industrial Portfolio 2000-4
(Registration No. 333-37826)
Morgan Stanley Dean Witter Select Equity Trust
Select 5 Industrial Portfolio 2000-3
(Registration No. 333-33542)
Morgan Stanley Dean Witter Select Equity Trust
Select 5 Industrial Portfolio 2000-2
(Registration No. 333-96215)
Morgan Stanley Dean Witter Select Equity Trust
Select 5 Industrial Portfolio 2000-1
(Registration No. 333-91017)
Morgan Stanley Dean Witter Select Equity Trust
Select 5 Industrial Portfolio 99-6
(Registration No. 333-88445)
Morgan Stanley Dean Witter Select Equity Trust
Select 5 Industrial Portfolio 99-5
(Registration No. 333-84651)
Written consents of the following persons:
. Cahill Gordon & Reindel (included in Exhibit 5)
. Grant Thornton LLP
<PAGE>
The following Exhibits:
*EX-3(i) Certificate of Incorporation of Dean Witter Rey-
nolds 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 Draft of Reference Trust Agreement.
**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 se-
curities 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.
*EX-99 Information as to Officers and Directors of Dean
Witter Reynolds Inc. is incorporated by refer-
ence 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 Exchanges
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.
** The Amendment dated December 30, 1997 to the Trust Indenture and
Agreement is incorporated by reference to exhibit of same desig-
nation filed with the Securities and Exchange Commission as an
exhibit to the Dean Witter Select Equity Trust, Select 5 Industrial
Portfolio 98-1, Registration No. 333-41783.
*** Filed herewith.
**** To be filed by amendment.
***** Previously Filed.
<PAGE>
****** 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
Pursuant to the requirements of the Securities Act of
1933, the registrant, Morgan Stanley Dean Witter Select Equity
Trust Select 5 Industrial Portfolio 2000-6, has duly caused this
Registration Statement to be signed on its behalf by the under-
signed, thereunto duly authorized, all in the City of New York
and State of New York on the 10th day of October, 2000.
MORGAN STANLEY DEAN WITTER
SELECT EQUITY TRUST
SELECT 5 INDUSTRIAL PORTFOLIO
2000-6
(Registrant)
By: Dean Witter Reynolds Inc.
(Depositor)
/s/Michael D. Browne
Michael D. Browne
Authorized Signatory
<PAGE>
Pursuant to the requirements of the Securities Act of
1933, this 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 10th day of
October, 2000.
DEAN WITTER REYNOLDS INC.
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/Michael D. Browne
Michael D. Browne
Attorney-in-fact*, **,
***, ****, *****, ******
_____________________
* Executed copies of the Powers of Attorney 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 Trust, Select 10 Indus-
trial Portfolio 97-1, File No. 333-16839.
** Executed copies of Powers of Attorney 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 Trust, Select 10 Industrial
Portfolio 96-4, File No. 333-10499.
*** Executed copies of Powers of Attorney have been filed with
the Securities and Exchange Commission in connection with
the Registration Statement on Form S-6 for Dean Witter Se-
lect Equity Trust, Select 10 International Series 95-1, File
No. 33-56389.
<PAGE>
**** Executed copies of Powers of Attorney have been filed with
the Securities and Exchange Commission in connection with
Post-Effective Amendment No. 1 to Form S-6 for Morgan Stan-
ley Dean Witter Select Equity Trust, Select 10 Industrial
Portfolio 99-4, File No. 333-79905.
***** Executed copies of Powers of Attorney have been filed with
the Securities and Exchange Commission in connection with
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.
****** Executed copies of Powers of Attorney have been filed with
the Securities and Exchange Commission in connection with
Amendment No. 1 to the Registration Statement on Form S-6
for Morgan 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. Document
*EX-3(i) Certificate of Incorporation of Dean Witter Rey-
nolds 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 Draft of Reference Trust Agreement.
**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 se-
curities 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.
*EX-99 Information as to Officers and Directors of Dean
Witter Reynolds Inc. is incorporated by refer-
ence 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 Exchanges
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.
** The Amendment dated December 30, 1997 to the Trust Indenture and
Agreement is incorporated by reference to exhibit of same desig-
nation filed with the Securities and Exchange Commission as an
exhibit to the Dean Witter Select Equity Trust, Select 5 Industrial
Portfolio 98-1, Registration No. 333-41783.
*** Filed herewith.
**** To be filed by amendment.
***** Previously Filed.
<PAGE>
****** 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.
