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                        Exhibit 4.2

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             MORGAN STANLEY SELECT EQUITY TRUST
            SELECT 5 INDUSTRIAL 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 Select 5 Industrial Portfolio 2001-3 (the "Select 5 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 Se-
lect 5 Trust.

       E.   A Unit is hereby declared initially equal to
1/     th for the Select 5 Trust.

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

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

       H.   The term "Distribution Dates shall mean         ,
2001,          , 2001,           , 2001 and             , 2001
and such other date as the Depositor may direct.

       I.   The term "Termination Date" shall mean           ,
2001.

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

       K.   The Trustee's annual fee as defined in Section
6.04 of the Indenture shall be $     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)