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                           Exhibit 4.2




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              MORGAN STANLEY SELECT EQUITY TRUST
           STRATEGIC GROWTH LARGE-CAP PORTFOLIO 2001-3
                    REFERENCE TRUST AGREEMENT

          This Reference Trust Agreement dated             , 2001
between MORGAN STANLEY DW INC., as Depositor, and The Chase
Manhattan Bank, as Trustee, sets forth certain provisions in full
and incorporates other provisions by reference to the document
entitled "Sears Equity Investment Trust, Trust Indenture and
Agreement" dated January 22, 1991, as amended on March 16, 1993
and July 18, 1995 (the "Basic Agreement").  Such provisions as
are incorporated by reference constitute a single instrument (the
"Indenture").

                         WITNESSETH THAT:

          In consideration of the premises and of the mutual
agreements herein contained, the Depositor and the Trustee agree
as follows:

                                I.

              STANDARD TERMS AND CONDITIONS OF TRUST

          Subject to the provisions of Part II hereof, all the
provisions contained in the Basic Agreement are herein incorpo-
rated by reference in their entirety and shall be deemed to be a
part of this instrument as fully and to the same extent as though
said provisions had been set forth in full in this instrument ex-
cept that the Basic Agreement is hereby amended in the following
manner:

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

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

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

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

          D.   Section 3.01 is amended to substitute the follow-
     ing:




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          Section 3.01.  Initial Cost  The costs of organizing
     the Trust and sale of the Trust Units shall, to the extent
     of the expenses reimbursable to the Depositor provided be-
     low, be borne by the Unit Holders, provided, however, that,
     to the extent all of such costs are not borne by Unit Hold-
     ers, the amount of such costs not borne by Unit Holders
     shall be borne by the Depositor and, provided further, how-
     ever, that the liability on the part of the Depositor under
     this section shall not include any fees or other expenses
     incurred in connection with the administration of the Trust
     subsequent to the deposit referred to in Section 2.01.  Upon
     notification from the Depositor that the primary offering
     period is concluded, the Trustee shall withdraw from the Ac-
     count or Accounts specified in the Prospectus or, if no Ac-
     count is therein specified, from the Principal Account, and
     pay to the Depositor the Depositor's reimbursable expenses
     of organizing the Trust and sale of the Trust Units in an
     amount certified to the Trustee by the Depositor.  If the
     balance of the Principal Account is insufficient to make
     such withdrawal, the Trustee shall, as directed by the De-
     positor, sell Securities identified by the Depositor, or
     distribute to the Depositor Securities having a value, as
     determined under Section 4.01 as of the date of distribu-
     tion, sufficient for such reimbursement.  The reimbursement
     provided for in this section shall be for the account of the
     Unitholders of record at the conclusion of the primary of-
     fering period and shall not be reflected in the computation
     of the Unit Value prior thereto.  As used herein, the De-
     positor's reimbursable expenses of organizing the Trust and
     sale of the Trust Units shall include the cost of the ini-
     tial preparation and typesetting of the registration state-
     ment, prospectuses (including preliminary prospectuses), the
     indenture, and other documents relating to the Trust, SEC
     and state blue sky registration fees, the cost of the ini-
     tial valuation of the portfolio and audit of the Trust, the
     initial fees and expenses of the Trustee, and legal and
     other out-of-pocket expenses related thereto, but not in-
     cluding the expenses incurred in the printing of preliminary
     prospectuses and prospectuses, expenses incurred in the
     preparation and printing of brochures and other advertising
     materials and any other selling expenses.  Any cash which
     the Depositor has identified as to be used for reimbursement
     of expenses pursuant to this Section shall be reserved by
     the Trustee for such purpose and shall not be subject to
     distribution or, unless the Depositor otherwise directs,
     used for payment of redemptions in excess of the per-Unit
     amount allocable to Units tendered for redemption.

          E.   Reference to "Dean Witter Reynolds Inc." is replaced
     by "Morgan Stanley DW Inc."

          F.   Section 2.03 is amended to add the following to the
     end of the first paragraph thereof.  The number of Units may be
     increased through a split of the Units or decreased through a
     reverse split thereof, as directed by the Depositor, which
     revised number of Units shall be recorded by Trustee on its books.


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                                    II.

                 SPECIAL TERMS AND CONDITIONS OF TRUST

          The following special terms and conditions are hereby
agreed to:

          A.  The  Trust is  denominated  Morgan  Stanley  Select
Equity  Trust Strategic Growth Large-Cap Portfolio 2001-3 (the
"Strategic Growth Trust").

          B.   The publicly traded stocks listed in Schedule A
hereto are those which, subject to the terms of this Indenture,
have been or are to be deposited in trust under this Indenture.

          C.   The term, "Depositor" shall mean Morgan Stanley
DW Inc.

          D.   The aggregate number of Units referred to in Sec-
tions 2.03 and 9.01 of the Basic Agreement is       for the Stra-
tegic Growth Trust.

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

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

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

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

          I.   The term "Termination Date" shall mean
          ,     .

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

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




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and $      per 100 Units if the greatest number of Units out-
standing during the period is 4,999,999 or less.

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

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

        (Signatures and acknowledgments on separate pages)