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                      MORGAN STANLEY SELECT EQUITY TRUST
                    SELECT S&P INDUSTRIAL PORTFOLIO 2001-3
                          REFERENCE TRUST AGREEMENT

     This Reference Trust Agreement dated June 11, 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, July 18,
1995 and December 30, 1997 (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 incorporated by reference in
their entirety and shall be deemed to be a part of this instrument as fully
and to the same extent as though said provisions had been set forth in full
in this instrument except that the Basic Agreement is hereby amended 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.

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           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 following:


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

           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.

           G.   Rollover Investment by Holders of Defined Asset Funds Select S&P
     Industrial Portfolio 2000 Series C and Defined Asset Funds Select S&P
     Industrial Portfolio 2000 Series D

                         The Depositor has informed certain holders of units of
               Defined Asset Funds Select S&P Industrial Portfolio 2000 Series C
               and Defined Asset Funds Select S&P Industrial Portfolio 2000
               Series D (each a "Defined Asset Funds Terminating Trust") that
               they may elect to apply their Rollover Distribution (as such
               term is defined in Amendment No. 5, dated as of June 1, 1999, to
               the Defined Asset Funds Standard Terms and Conditions of Trust
               dated October 21, 1993) to acquire Units of the Trust.

                         Accordingly, as agent for each holder who has elected
               to make such acquisition, the Depositor hereby delivers to The
               Chase Manhattan Bank, as Distribution Agent, the Rollover
               Distribution of such holder and directs the Distribution Agent
               to take the actions with respect thereto specified in Section
               1.02 of the Distribution Agency Agreement treating the
               Rollover Distribution as such holder's "Termination
               Distribution from an Old Trust" and the Trust as the "New
               Trust." The "Rollover Date" shall be the date of this
               Reference Trust Indenture. The Depositor agrees to perform the
               duties of the Sub-Agent specified in such Section 1.02. The
               Trust shall indemnify The Chase Manhattan Bank against, and
               hold it harmless from, any claim, liability, loss or expense
               incurred by it, individually, as Distribution Agent and
               Trustee (including, without limiting the foregoing, the costs
               and expenses of defending against any such claim or liability)
               arising from actions taken pursuant to the Depositor's
               direction hereby given, and the provisions of Section 6.04 of
               the Basic Agreement shall apply with respect to such
               indemnification.

          H.   Certain Tax Information to be Supplied by Trustee.

                         The Trustee will maintain a record of the daily per-
               Unit purchase price of each Security held in the Trust portfolio
               adjusted for transactions affecting the tax basis of the Trust
               Securities.

                         Based on the record maintained by the Trustee and
               similar information prepared by Merrill Lynch, Pierce, Fenner
               & Smith Incorporated, as Agent for the Sponsors of the Defined
               Asset Funds, and provided to the Trustee by the Depositor with
               respect to the assets of and transactions occurring in each
               preceding trust which offered a tax-free rollover directly, or
               through one or more intermediate trusts, to the Trust (the
               "Defined Asset Funds Historical Data") the Trustee shall, when
               requested by the Depositor, provide the Depositor the
               following information:

                         (i) for each business day of the Trust, a per-Unit
               factor stating, separately, the short- and long-term gain or
               loss which would be recognized on a liquidation of a Unit on
               such day referenced to each potential purchase date for a Unit
               of the Trust and for each preceding trust which offered a
               tax-free rollover directly, or through one or more
               intermeditate trusts, to the Trust; and

                         (ii) with respect to a Unit Holder who has received an
               in-kind redemption and who provides the Trustee with the
               acquisition date or dates of the redeemed Unit or Units, such
               Unit Holder's tax basis in the Securities received in
               connection with such redemption.

                         The Depositor shall make this information available to
               a Unit Holder upon request.

                         The Trustee is authorized to adopt methods and
               conventions which are designed to permit the calculation of
               the specified information with reasonable accuracy and shall
               have no responsibility or liability for immaterial inaccuracy
               resulting from such methods and conventions. The Trustee shall
               have no obligation to verify the accuracy of the Defined Asset
               Funds Historical Data and the Trustee shall in no event be
               liable for loss or liability (including, without limitation,
               any tax liability, penalty or interest) arising from any error
               or omission in the information supplied by the Trustee which
               error or omission is attributable, in whole or part, to error
               or omission in the Defined Asset Funds Historical Data.

                         The Trustee may alter the form and content of the
               information provided pursuant to this paragraph as it shall
               determine appropriate. The Trustee may at any time, upon prior
               notice to the Holders, and shall, when directed by the
               Depositor, cease to maintain and provide the information
               specified in this paragraph.

                                     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
     Select S&P Industrial Portfolio 2001-3 (the "S&P Industrial 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.

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           D.  The aggregate number of Units referred to in Sections 2.03 and
     9.01 of the Basic Agreement is 25,011 for the S&P Industrial Trust.

           E.  A Unit is hereby declared initially equal to 1/25,011 th for
     the S&P Industrial Trust.

           F.  The term "In-Kind Distribution Date" shall mean
     September 11, 2002.

           G.  The term "Record Dates" shall mean February 1, 2002,
     May 1, 2002 and October 1, 2002 and such other date as the Depositor may
     direct.

           H.  The term "Distribution Dates" shall mean February 15, 2002,
     May 15, 2002 and on or about October 8, 2002 and such other date as the
     Depositor may direct.

           I.  The term "Termination Date" shall mean October 1, 2002.

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

           K. The Trustee's annual fee as defined in Section 6.04 of the
     Indenture shall be $0.90 per 100 Units if the greatest number of Units
     outstanding during the period is 10,000,000 or more; $0.96 per 100 Units
     if the greatest number of Units outstanding during the period is between
     5,000,000 and 9,999,999; and $1.00 per 100 Units if the greatest number of
     Units outstanding during the period is 4,999,999 or less.

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

           M.  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.


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                (Signatures and acknowledgments on separate pages)