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                             Exhibit 4.2

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                  MORGAN STANLEY SELECT EQUITY TRUST
                SELECT 10 INDUSTRIAL PORTFOLIO 2001-5
                      REFERENCE TRUST AGREEMENT

             This Reference Trust Agreement dated           , 2001
   between MORGAN STANLEY DW INC., as Depositor, and The Bank
   of New York, as Trustee, sets forth certain provisions in full
   and incorporates other provisions by reference to the document
   entitled "Dean Witter Select Equity Trust, Trust Indenture and
   Agreement" (the "Basic Agreement") dated September 30, 1993.
   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 in-
   strument except that the Basic Agreement is hereby amended as
   follows:

             A.   The first sentence of Section 2.01 is amended to
        add the following language at the end of such sentence:
        "and/or cash (or a letter of credit in lieu of cash) with
        instructions to the Trustee to purchase one or more of
        such Securities which cash (or cash in an amount equal to
        the face amount of the letter of credit), to the extent
        not used by the Trustee to purchase such Securities within
        the 90-day period following the first deposit of Securi-
        ties in the Trust, shall be distributed to Unit Holders on
        the Distribution Date next following such 90-day period or
        such earlier date as the Depositor and the Trustee deter-
        mine".

             B.   The first sentence of Section 2.06 is amended to
        add the following language after "Securities"))": "and/or
        cash (or a letter of credit in lieu of cash) with

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        instructions to the Trustee to purchase one or more Addi-

        tional Securities which cash (or cash in an amount equal
        to the face amount of the letter of credit), to the extent
        not used by the Trustee to purchase such Additional Secu-
        rities within the 90-day period following the first de-
        posit of Securities in the Trust, shall be distributed to
        Unit Holders on the Distribution Date next following such
        90-day period or such earlier date as the Depositor and
        the Trustee determine".

             C.   Article III, entitled "Administration of Trust",
        Section 3.01 Initial Cost shall be amended as follows:

                  (i)  the first part of the first sentence of
             Section 3.01 Initial Cost shall be amended to substi-
             tute the following language before the phrase
             "provided, however":

                       "With respect to the Trust, the cost of the
                  preparation, printing and execution of the Cer-
                  tificates, Indenture, Registration Statement and
                  other documents relating to the Trust, Federal
                  and State registration fees and costs, the ini-
                  tial fees and expenses of the Trustee, legal and
                  auditing expenses and other out-of-pocket organ-
                  izational expenses, to the extent not borne by
                  the Sponsor, shall be paid by the Trust;"

             D.   The third paragraph of Section 3.05 is hereby
        amended to add the following sentence after the first sen-
        tence thereof:  "Depositor may direct the Trustee to in-
        vest the proceeds of any sale of Securities not required
        for the redemption of Units in eligible money market in-
        struments selected by the Depositor which will include
        only negotiable certificates of deposit or 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
        assets, except that certificates of deposit or time depos-
        its of smaller domestic banks may be held provided the de-
        posit does not exceed the insurance coverage on the in-
        strument (which currently is $100,000), and provided fur-
        ther that the Trust's aggregate holding of certificates of
        deposit or time deposits issued by the Trustee may not ex-
        ceed the insurance coverage of such obligations and U.S.
        Treasury notes or bills (which shall be held until the ma-
        turity thereof) each of which matures prior to the earlier
        of the next following Distribution Date or 90 days after

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        receipt, the principal thereof and interest thereon (to
        the extent such interest is not used to pay Trust ex-
        penses) to be distributed on the  earlier of the 90th day
        after receipt or the next following Distribution Date."

             E.   The first sentence of each of Sections 3.10,
        3.11 and 3.12 is amended to insert the following language
        at the beginning of such sentence, "Except as otherwise
        provided in Section 3.13,".

             F.   The following new Section 3.13 is added:

             Section 3.13.  Extraordinary Event - Security Reten-
        tion and Voting.  In the event the Trustee is notified of
        any action to be taken or proposed to be taken by holders
        of the securities held by the Trust in connection with any
        proposed merger, reorganization, spin-off, split-off or
        split-up by the issuer of stock or securities held in the
        Trust, the Trustee shall take such action or refrain from
        taking any action, as appropriate,  so as to insure that
        the securities are voted as closely as possible in the
        same manner and in the same general proportion as are the
        securities held by owners other than the Trust.  If stock
        or securities are received by the Trustee, with or without
        cash, as a result of any merger, reorganization, spin-off,
        split-off or split-up by the issuer of stock or securities
        held in the Trust, the Trustee at the direction of the De-
        positor may retain such stock or securities in the Trust.
        Neither the Depositor nor the Trustee shall be liable to
        any person for any action or failure to take action with
        respect to this section.

             G.   Section 1.01 is amended to add the following
        definition:  (9) "Deferred Sales Charge" shall mean any
        deferred sales charge payable in accordance with the pro-
        visions of Section 3.12 hereof, as set forth in the pro-
        spectus for a Trust.  Definitions following this defini-
        tion (9) shall be renumbered.

             H.   Section 3.05 is hereby amended to add the fol-
        lowing paragraph after the end thereof:  On each Deferred
        Sales Charge payment date set forth in the prospectus for
        a Trust, the Trustee shall pay the account created pursu-
        ant to Section 3.12 the amount of the Deferred Sales
        Charge payable on each such date as stated in the prospec-
        tus for a Trust.  Such amount shall be withdrawn from the
        Principal Account from the amounts therein designated for
        such purpose.

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             I.   Section 3.06B(3) shall be amended by adding the
        following:  "and any Deferred Sales Charge paid".

             J.   Section 3.08 shall be amended by adding the fol-
        lowing at the end thereof:  "In order to pay the Deferred
        Sales Charge, the Trustee shall sell or liquidate an
        amount of Securities at such time and from time to time
        and in such manner as the Depositor shall direct such that
        the proceeds of such sale or liquidation shall equal the
        amount required to be paid to the Depositor pursuant to
        the Deferred Sales Charge program as set forth in the pro-
        spectus for a Trust.

             K.   Section 3.12 shall be added as follows:

             Section 3.12.  Deferred Sales Charge.  If the pro-
        spectus for a Trust specifies a Deferred Sales Charge, the
        Trustee shall, on the dates specified in and as permitted
        by the prospectus, withdraw from the Income Account if
        such account is designated in the prospectus as the source
        of the payments of the Deferred Sales Charge, or to the
        extent funds are not available in that account or if such
        account is not so designated, from the Principal Account,
        an amount per Unit specified in the prospectus and credit
        such amount to a special, non-Trust account maintained at
        the Trustee out of which the Deferred Sales Charge will be
        distributed to the Depositor.  If the Income Account is
        not designated as the source of the Deferred Sales Charge
        payment or if the balances in the Income and Principal Ac-
        counts are insufficient to make any such withdrawal, the
        Trustee shall, as directed by the Depositor, either ad-
        vance funds, if so agreed to by the Trustee, in an amount
        equal to the proposed withdrawal and be entitled to reim-
        bursement of such advance upon the deposit of additional
        monies in the Income Account or the Principal Account,
        sell Securities and credit the proceeds thereof to such
        special Depositor's account or credit Securities in kind
        to such special Depositor's Account.  Such directions
        shall identify the Securities, if any, to be sold or dis-
        tributed in kind and shall contain, if the Trustee is di-
        rected by the Depositor to sell a Security, instructions
        as to execution of such sales.  If a Unit Holder redeems
        Units prior to full payment of the Deferred Sales Charge,
        the Trustee shall, if so provided in the prospectus, on
        the Redemption Date, withhold from the Redemption Price
        payment to such Unit Holder an amount equal to the unpaid
        portion of the Deferred Sales Charge and distribute such
        amount to such special Depositor's account or, if the

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        Depositor shall purchase such Unit pursuant to the terms

        of Section 5.02 hereof, the Depositor shall pay the Re-
        demption Price for such Unit less the unpaid portion of
        the Deferred Sales Charge.  The Depositor may at any time
        instruct the  Trustee to distribute to the Depositor cash
        or Securities previously credited to the special Deposi-
        tor's account.

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

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

             N.   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.

                                 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 10 Industrial Portfolio
   2001-5 (the "Select 10 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
   Sections 2.03 and 9.01 of the Basic Agreement is        for the
   Select 10 Trust.

             E.   A Unit is hereby declared initially equal to
   1/      th for the Select 10 Trust.

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

             G.   The term "Record Dates" shall mean            ,
   2001,              , 2001,             , 2002 and            ,
   2002 and such other date as the Depositor may direct.

             H.   The term "Distribution Dates shall mean
     , 2001,             , 2001,              , 2002 and
     , 2002 and such other date as the Depositor may direct.


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             I.   The term "Termination Date" shall mean        ,
   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 $     per 100 Units.

             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.   The Indenture is amended to provide that the pe-
   riod during which the Trustee shall liquidate the Trust Securi-
   ties shall not exceed 14 business days commencing on the first
   business day following the In-Kind Date.

         (Signatures and acknowledgments on separate pages)