EX-99.77Q1 OTHR EXHB

                                    BY-LAWS


                                      OF


                 MORGAN STANLEY MUNICIPAL PREMIUM INCOME TRUST

                   AMENDED AND RESTATED AS OF APRIL 24, 2003


                                   ARTICLE I

                                  DEFINITIONS

     The terms "Commission," "Declaration," "Distributor," "Investment
Adviser," "Majority Shareholder Vote," "1940 Act," "Shareholder," "Shares,"
"Transfer Agent," "Trust," "Trust Property," and "Trustees" have the respective
meanings given them in the Declaration of Trust of Morgan Stanley Municipal
Premium Income Trust dated November 16, 1988, as amended from time to time.


                                   ARTICLE II

                                    OFFICES

     SECTION 2.1. Principal Office. Until changed by the Trustees, the
principal office of the Trust in the Commonwealth of Massachusetts shall be in
the City of Boston, County of Suffolk.

     SECTION 2.2. Other Offices. In addition to its principal office in the
Commonwealth of Massachusetts, the Trust may have an office or offices in the
City of New York, State of New York, and at such other places within and
without the Commonwealth as the Trustees may from time to time designate or the
business of the Trust may require.


                                  ARTICLE III

                            SHAREHOLDERS' MEETINGS

     SECTION 3.1. Place of Meetings. Meetings of Shareholders shall be held at
such place, within or without the Commonwealth of Massachusetts, as may be
designated from time to time by the Trustees.

     SECTION 3.2. Annual Meetings. An annual meeting of Shareholders, at which
the Shareholders shall elect Trustees and transact such other business as may
properly come before the meeting, shall be held, commencing in 1989, in
December of each year, the precise date during December to be fixed by the
Board of Trustees.

     SECTION 3.3. Special Meetings. Special meetings of Shareholders of the
Trust shall be held whenever called by the Board of Trustees or the President
of the Trust. Special meetings of Shareholders shall also be called by the
Secretary: (i) with respect to matters not requiring voting by the Common
Shareholders and the Preferred Shareholders voting as separate classes, upon
the written request of the holders of Shares entitled to vote not less than
twenty-five percent (25%) of all the votes entitled to be cast at such meeting;
(ii) with respect to matters requiring voting by the Common Shareholders and
the Preferred Shareholders voting as separate classes, upon the written request
of not less than 25% of the outstanding Common Shares and not less than the
percentage of the Preferred Shares as set forth in the designation pursuant to
Section 6.1 of the Declaration of Trust each voting as separate classes; or
(iii) in the case of a meeting for the purpose of voting on the removal of any
Trustee or Trustees, upon written request of the class of Shareholders entitled
to vote on the removal of such Trustee or Trustees holding in the aggregate not
less than 10% of the outstanding shares of such class. Any written request for
a special meeting shall state the purpose or purposes of such meeting and the
matters proposed to be acted on thereat. The Secretary shall inform such
Shareholders of the reasonable estimated cost of preparing and mailing such
notice of the meeting, and, upon payment to the Trust of such costs, the
Secretary shall give notice stating the purpose or purposes of the meeting to
all entitled to vote at such meeting. No special


C61055 MUNIPREINCOME


meeting need be called upon the request of the holders of Shares entitled to
cast less than a majority of all votes entitled to be cast at such meeting, to
consider any matter which is substantially the same as a matter voted upon at
any special meeting of Shareholders held during the preceding twelve months.

     SECTION 3.4. Notice of Meetings. Written or printed notice of every
Shareholders' meeting stating the place, date, and purpose or purposes thereof,
shall be given by the Secretary not less than ten (10) nor more than ninety
(90) days before such meeting to each Shareholder entitled to vote at such
meeting. Such notice shall be deemed to be given when deposited in the United
States mail, postage prepaid, directed to the Shareholder at his address as it
appears on the records of the Trust.

     SECTION 3.5. Quorum and Adjournment of Meetings. Except as otherwise
provided by law, by the Declaration or by these By-Laws, at all meetings of
Shareholders, the holders of a majority of the Shares issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
be requisite and shall constitute a quorum for the transaction of business. In
the absence of a quorum, the Shareholders present or represented by proxy and
entitled to vote thereat shall have the power to adjourn the meeting from time
to time. The Shareholders present in person or represented by proxy at any
meeting and entitled to vote thereat also shall have the power to adjourn the
meeting from time to time if the vote required to approve or reject any
proposal described in the original notice of such meeting is not obtained (with
proxies being voted for or against adjournment consistent with the votes for
and against the proposal for which the required vote has not been obtained).
The affirmative vote of the holders of a majority of the Shares then present in
person or represented by proxy shall be required to adjourn any meeting. Any
adjourned meeting may be reconvened without further notice or change in record
date. At any reconvened meeting at which a quorum shall be present, any
business may be transacted that might have been transacted at the meeting as
originally called.

     SECTION 3.6. Voting Rights, Proxies. At each meeting of Shareholders, each
holder of record of Shares entitled to vote thereat shall be entitled to one
vote in person or by proxy for each Share of beneficial interest of the Trust
and for the fractional portion of one vote for each fractional Share entitled
to vote so registered in his or her name on the records of the Trust on the
date fixed as the record date for the determination of Shareholders entitled to
vote at such meeting. Without limiting the manner in which a Shareholder may
authorize another person or persons to act for such Shareholder as proxy
pursuant hereto, the following shall constitute a valid means by which a
Shareholder may grant such authority:

   (i) A Shareholder may execute a writing authorizing another person or
   persons to act for such Shareholder as proxy. Execution may be accomplished
   by the Shareholder or such Shareholder's authorized officer, director,
   employee, attorney-in-fact or another agent signing such writing or causing
   such person's signature to be affixed to such writing by any reasonable
   means including, but not limited to, by facsimile or telecopy signature. No
   written evidence of authority of a Shareholder's authorized officer,
   director, employee, attorney-in-fact or other agent shall be required; and

   (ii) A Shareholder may authorize another person or persons to act for such
   Shareholder as proxy by transmitting or authorizing the transmission of a
   telegram or cablegram or by other means of telephonic, electronic or
   computer transmission to the person who will be the holder of the proxy or
   to a proxy solicitation firm, proxy support service organization or like
   agent duly authorized by the person who will be the holder of the proxy to
   receive such transmission, provided that any such telegram or cablegram or
   other means of telephonic, electronic or computer transmission must either
   set forth or be submitted with information from which it can be determined
   that the telegram, cablegram or other transmission was authorized by the
   Shareholder.

No proxy shall be valid after eleven months from its date, unless otherwise
provided in the proxy. At all meetings of Shareholders, unless the voting is
conducted by inspectors, all questions relating to the qualification of voters
and the validity of proxies and the acceptance or rejection of votes shall be
decided by the chairman of the meeting. In determining whether a telegram,
cablegram or other electronic transmission is valid, the chairman or inspector,
as the case may be, shall specify the information upon which he or she relied.
Pursuant to a resolution of a majority of the Trustees, proxies may be
solicited in


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the name of one or more Trustees or Officers of the Trust. Proxy solicitations
may be made in writing or by using telephonic or other electronic solicitation
procedures that include appropriate methods of verifying the identity of the
Shareholder and confirming any instructions given thereby.

     SECTION 3.7. Vote Required. Except as otherwise provided by law, by the
Declaration of Trust, these By-Laws or resolution of the Trustees specifying a
greater or lesser vote required for the transaction of any item of business at
any meeting of Shareholders, at each meeting of Shareholders at which a quorum
is present, all matters shall be decided by the vote of a majority of the
Shares present in person or represented by proxy and entitled to vote,
provided, however, that with respect to any matter required to be voted on
separately by class of Shares the matter shall be decided by the vote of a
majority of the Shares so present or represented and entitled to vote on the
subject matter.

     SECTION 3.8. Inspectors of Election. In advance of any meeting of
Shareholders, the Trustees may appoint Inspectors of Election to act at the
meeting or any adjournment thereof. If Inspectors of Election are not so
appointed, the chairman of any meeting of Shareholders may, and on the request
of any Shareholder or his proxy shall, appoint Inspectors of Election of the
meeting. In case any person appointed as Inspector fails to appear or fails or
refuses to act, the vacancy may be filled by appointment made by the Trustees
in advance of the convening of the meeting or at the meeting by the person
acting as chairman. The Inspectors of Election shall determine the number of
Shares outstanding, the Shares represented at the meeting, the existence of a
quorum, the authenticity, validity and effect of proxies, shall receive votes,
ballots or consents, shall hear and determine all challenges and questions in
any way arising in connection with the right to vote, shall count and tabulate
all votes or consents, determine the results, and do such other acts as may be
proper to conduct the election or vote with fairness to all Shareholders. On
request of the chairman of the meeting, or of any Shareholder or his proxy, the
Inspectors of Election shall make a report in writing of any challenge or
question or matter determined by them and shall execute a certificate of any
facts found by them.

     SECTION 3.9. Inspection of Books and Records. Shareholders shall have such
rights and procedures of inspection of the books and records of the Trust as
are granted to Shareholders under Section 32 of the Business Corporation Law of
the Commonwealth of Massachusetts.

     SECTION 3.10. Action by Shareholders Without Meeting. Except as otherwise
provided by law, the provisions of these By-Laws relating to notices and
meetings to the contrary notwithstanding, any action required or permitted to
be taken at any meeting of Shareholders may be taken without a meeting if a
majority of the Shareholders entitled to vote upon the action consent to the
action in writing and such consents are filed with the records of the Trust.
Such consent shall be treated for all purposes as a vote taken at a meeting of
Shareholders.

     SECTION 3.11. Presence at Meetings. Presence at meetings of shareholders
requires physical attendance by the shareholder or his or her proxy at the
meeting site and does not encompass attendance by telephonic or other
electronic means.

                                   ARTICLE IV

                                   TRUSTEES

     SECTION 4.1. Meetings of the Trustees. The Trustees may in their
discretion provide for regular or special meetings of the Trustees. Regular
meetings of the Trustees may be held at such time and place as shall be
determined from time to time by the Trustees without further notice. Special
meetings of the Trustees may be called at any time by the President and shall
be called by the President or the Secretary upon the written request of any two
(2) Trustees.

     SECTION 4.2. Notice of Special Meetings. Written notice of special
meetings of the Trustees, stating the place, date and time thereof, shall be
given not less than two (2) days before such meeting to each Trustee,
personally, by telegram, by mail, or by leaving such notice at his place of
residence or usual place of business. If mailed, such notice shall be deemed to
be given when deposited in the United States mail, postage prepaid, directed to
the Trustee at his address as it appears on the records of the Trust. Subject
to the provisions of the 1940 Act, notice or waiver of notice need not specify
the purpose of any special meeting.


                                       3


     SECTION 4.3. Telephone Meetings. Subject to the provisions of the 1940
Act, any Trustee, or any member or members of any committee designated by the
Trustees, may participate in a meeting of the Trustees, or any such committee,
as the case may be, by means of a conference telephone or similar
communications equipment if all persons participating in the meeting can hear
each other at the same time. Participation in a meeting by these means
constitutes presence in person at the meeting.

     SECTION 4.4. Quorum, Voting and Adjournment of Meetings. At all meetings
of the Trustees, a majority of the Trustees shall be requisite to and shall
constitute a quorum for the transaction of business. If a quorum is present,
the affirmative vote of a majority of the Trustees present shall be the act of
the Trustees, unless the concurrence of a greater proportion is expressly
required for such action by law, the Declaration or these By-Laws. If at any
meeting of the Trustees there be less than a quorum present, the Trustees
present thereat may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall have been obtained.

     SECTION 4.5. Action by Trustees Without Meeting. The provisions of these
By-Laws covering notices and meetings to the contrary notwithstanding, and
except as required by law, any action required or permitted to be taken at any
meeting of the Trustees may be taken without a meeting if a consent in writing
setting forth the action shall be signed by all of the Trustees entitled to
vote upon the action and such written consent is filed with the minutes of
proceedings of the Trustees.

     SECTION 4.6. Expenses and Fees. Each Trustee may be allowed expenses, if
any, for attendance at each regular or special meeting of the Trustees, and
each Trustee who is not an officer or employee of the Trust or of its
investment manager or underwriter or of any corporate affiliate of any of said
persons shall receive for services rendered as a Trustee of the Trust such
compensation as may be fixed by the Trustees. Nothing herein contained shall be
construed to preclude any Trustee from serving the Trust in any other capacity
and receiving compensation therefor.

     SECTION 4.7. Execution of Instruments and Documents and Signing of Checks
and Other Obligations and Transfers. All instruments, documents and other
papers shall be executed in the name and on behalf of the Trust and all checks,
notes, drafts and other obligations for the payment of money by the Trust shall
be signed, and all transfer of securities standing in the name of the Trust
shall be executed, by the Chairman, the President, any Vice President or the
Treasurer or by any one or more officers or agents of the Trust as shall be
designated for that purpose by vote of the Trustees; notwithstanding the above,
nothing in this Section 4.7 shall be deemed to preclude the electronic
authorization, by designated persons, of the Trust's Custodian (as described
herein in Section 9.1) to transfer assets of the Trust, as provided for herein
in Section 9.1.

     SECTION 4.8. Indemnification of Trustees, Officers, Employees and
Agents. (a) The Trust shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Trust) by reason of the fact
that he is or was a Trustee, officer, employee, or agent of the Trust. The
indemnification shall be against expenses, including attorneys' fees,
judgments, fines, and amounts paid in settlement, actually and reasonably
incurred by him in connection with the action, suit, or proceeding, if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Trust, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Trust, and, with respect to any criminal action or proceeding,
had reasonable cause to believe that his conduct was unlawful.

     (b) The Trust shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or on behalf of the Trust to obtain a judgment or decree in its favor
by reason of the fact that he is or was a Trustee, officer, employee, or agent
of the Trust. The indemnification shall be against expenses, including
attorneys' fees actually and reasonably incurred by him in connection with the
defense or settlement of the action or suit, if he acted in good faith


                                       4


and in a manner he reasonably believed to be in or not opposed to the best
interests of the Trust; except that no indemnification shall be made in respect
of any claim, issue, or matter as to which the person has been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
Trust, except to the extent that the court in which the action or suit was
brought, or a court of equity in the county in which the Trust has its
principal office, determines upon application that, despite the adjudication of
liability but in view of all circumstances of the case, the person is fairly
and reasonably entitled to indemnity for those expenses which the court shall
deem proper, provided such Trustee, officer, employee or agent is not adjudged
to be liable by reason of his willful misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in the conduct of his office.

     (c) To the extent that a Trustee, officer, employee, or agent of the Trust
has been successful on the merits or otherwise in defense of any action, suit
or proceeding referred to in subsection (a) or (b) or in defense of any claim,
issue or matter therein, he shall be indemnified against expenses, including
attorneys' fees, actually and reasonably incurred by him in connection
therewith.

     (d) (1) Unless a court orders otherwise, any indemnification under
subsections (a) or (b) of this section may be made by the Trust only as
authorized in the specific case after a determination that indemnification of
the Trustee, officer, employee, or agent is proper in the circumstances because
he has met the applicable standard of conduct set forth in subsections (a) or
(b).

       (2) The determination shall be made:

         (i) By the Trustees, by a majority vote of a quorum which consists of
       Trustees who were not parties to the action, suit or proceeding; or

         (ii) If the required quorum is not obtainable, or if a quorum of
       disinterested Trustees so directs, by independent legal counsel in a
       written opinion; or

         (iii) By the Shareholders.

     (3) Notwithstanding any provision of this Section 4.8, no person shall be
   entitled to indemnification for any liability, whether or not there is an
   adjudication of liability, arising by reason of willful misfeasance, bad
   faith, gross negligence, or reckless disregard of duties as described in
   Section 17(h) and (i) of the Investment Company Act of 1940 ("disabling
   conduct"). A person shall be deemed not liable by reason of disabling
   conduct if, either:

         (i) a final decision on the merits is made by a court or other body
       before whom the proceeding was brought that the person to be indemnified
       ("indemnitee") was not liable by reason of disabling conduct; or

         (ii) in the absence of such a decision, a reasonable determination,
       based upon a review of the facts, that the indemnitee was not liable by
       reason of disabling conduct, is made by either--

            (A) a majority of a quorum of Trustees who are neither "interested
          persons" of the Trust, as defined in Section 2(a)(19) of the
          Investment Company Act of 1940, nor parties to the action, suit or
          proceeding, or

            (B) an independent legal counsel in a written opinion.

     (e) Expenses, including attorneys' fees, incurred by a Trustee, officer,
employee or agent of the Trust in defending a civil or criminal action, suit or
proceeding may be paid by the Trust in advance of the final disposition thereof
if:

       (1) authorized in the specific case by the Trustees; and

     (2) the Trust receives an undertaking by or on behalf of the Trustee,
   officer, employee or agent of the Trust to repay the advance if it is not
   ultimately determined that such person is entitled to be indemnified by the
   Trust; and

       (3) either, (i) such person provides a security for his undertaking, or

         (ii) the Trust is insured against losses by reason of any lawful
advances, or

                                       5


         (iii) a determination, based on a review of readily available facts,
       that there is reason to believe that such person ultimately will be
       found entitled to indemnification, is made by either--

            (A) a majority of a quorum which consists of Trustees who are
          neither "interested persons" of the Trust, as defined in Section
          2(a)(19) of the 1940 Act, nor parties to the action, suit or
          proceeding, or

            (B) an independent legal counsel in a written opinion.

     (f) The indemnification provided by this Section shall not be deemed
exclusive of any other rights to which a person may be entitled under any
by-law, agreement, vote of Shareholders or disinterested Trustees or otherwise,
both as to action in his official capacity and as to action in another capacity
while holding the office, and shall continue as to a person who has ceased to
be a Trustee, officer, employee, or agent and inure to the benefit of the
heirs, executors and administrators of such person; provided that no person may
satisfy any right of indemnity or reimbursement granted herein or to which he
may be otherwise entitled except out of the property of the Trust, and no
Shareholder shall be personally liable with respect to any claim for indemnity
or reimbursement or otherwise.

     (g) The Trust may purchase and maintain insurance on behalf of any person
who is or was a Trustee, officer, employee, or agent of the Trust, against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such. However, in no event will the Trust purchase
insurance to indemnify any officer or Trustee against liability for any act for
which the Trust itself is not permitted to indemnify him.

     (h) Nothing contained in this Section shall be construed to protect any
Trustee or officer of the Trust against any liability to the Trust or to its
security holders to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office.


                                   ARTICLE V

                                  COMMITTEES

     SECTION 5.1. Executive and Other Committees. The Trustees, by resolution
adopted by a majority of the Trustees, may designate an Executive Committee
and/or committees, each committee to consist of two (2) or more of the Trustees
of the Trust and may delegate to such committees, in the intervals between
meetings of the Trustees, any or all of the powers of the Trustees in the
management of the business and affairs of the Trust. In the absence of any
member of any such committee, the members thereof present at any meeting,
whether or not they constitute a quorum, may appoint a Trustee to act in place
of such absent member. Each such committee shall keep a record of its
proceedings.

     The Executive Committee and any other committee shall fix its own rules or
procedure, but the presence of at least fifty percent (50%) of the members of
the whole committee shall in each case be necessary to constitute a quorum of
the committee and the affirmative vote of the majority of the members of the
committee present at the meeting shall be necessary to take action.

     All actions of the Executive Committee shall be reported to the Trustees
at the meeting thereof next succeeding to the taking of such action.

     SECTION 5.2. Advisory Committee. The Trustees may appoint an advisory
committee which shall be composed of persons who do not serve the Trust in any
other capacity and which shall have advisory functions with respect to the
investments of the Trust but which shall have no power to determine that any
security or other investment shall be purchased, sold or otherwise disposed of
by the Trust. The number of persons constituting any such advisory committee
shall be determined from time to time by the Trustees. The members of any such
advisory committee may receive compensation for their services and may be
allowed such fees and expenses for the attendance at meetings as the Trustees
may from time to time determine to be appropriate.

     SECTION 5.3. Committee Action Without Meeting. The provisions of these
By-Laws covering notices and meetings to the contrary notwithstanding, and
except as required by law, any action required


                                       6


or permitted to be taken at any meeting of any Committee of the Trustees
appointed pursuant to Section 5.1 of these By-Laws may be taken without a
meeting if a consent in writing setting forth the action shall be signed by all
members of the Committee entitled to vote upon the action and such written
consent is filed with the records of the proceedings of the Committee.


                                   ARTICLE VI

                                   OFFICERS

     SECTION 6.1. Executive Officers. The executive officers of the Trust shall
be a Chairman, a Principal Executive Officer, a President, a Chief Financial
Officer, one or more Vice Presidents, a Secretary and a Treasurer. The Chairman
shall be selected from among the Trustees but none of the other executive
officers need be a Trustee. Two or more offices, except those of President and
any Vice President, may be held by the same person, but no officer shall
execute, acknowledge or verify any instrument in more than one capacity. The
executive officers of the Trust shall be elected annually by the Trustees and
each executive officer so elected shall hold office until his or her successor
is elected and has qualified.

     SECTION 6.2. Other Officers and Agents. The Trustees may also elect one or
more Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers
and may elect, or may delegate to the Chairman the power to appoint, such other
officers and agents as the Trustees shall at any time or from time to time deem
advisable.

     SECTION 6.3. Term and Removal and Vacancies. Each officer of the Trust
shall hold office until his or her successor is elected and has qualified. Any
officer or agent of the Trust may be removed by the Trustees whenever, in their
judgment, the best interests of the Trust will be served thereby, but such
removal shall be without prejudice to the contractual rights, if any, of the
person so removed.

     SECTION 6.4. Compensation of Officers. The compensation of officers and
agents of the Trust shall be fixed by the Trustees, or by the Chairman to the
extent provided by the Trustees with respect to officers appointed by the
Chairman.

     SECTION 6.5. Powers and Duties. All officers and agents of the Trust, as
between themselves and the Trust, shall have such authority and perform such
duties in the management of the Trust as may be provided in or pursuant to
these By-Laws or, to the extent not so provided, as may be prescribed by the
Trustees; provided that no rights of any third party shall be affected or
impaired by any such By-Law or resolution of the Trustees unless such third
party has knowledge thereof.

     SECTION 6.6. The Chairman. The Chairman shall preside at all meetings of
the Shareholders and of the Trustees and shall perform such other duties as the
Trustees may from time to time prescribe.

     SECTION 6.7. The President. The President shall have general and active
management of the business of the Trust. He or she shall see that all orders
and resolutions of the Board of Trustees are carried into effect. He or she
shall have such other duties as may be prescribed from time to time by the
Board of Trustees. The President shall be authorized to delegate to one or more
Vice Presidents such of his or her powers and duties at such times and in such
manner as he or she may deem advisable.

     SECTION 6.7.1. The Principal Executive Officer. The Principal Executive
Officer shall be considered the principal executive officer of the Trust for
purposes of Section 6 of the Securities Act of 1933, as amended, and shall have
the responsibility conferred upon the principal executive officer of an issuer
under the Sarbanes-Oxley Act of 2002.

     SECTION 6.8. The Vice Presidents. The Vice Presidents shall be of such
number and shall have such titles as may be determined from time to time by the
Trustees. The Vice President, or, if there shall be more than one, the Vice
Presidents in such order as may be determined from time to time by the Trustees
or the Chairman, shall, in the absence or disability of the President, exercise
the powers and perform the duties of the President, and shall perform such
other duties as the Trustees or the Chairman may from time to time prescribe.


                                       7


     SECTION 6.9. The Assistant Vice Presidents. The Assistant Vice President,
or, if there shall be more than one, the Assistant Vice Presidents in such
order as may be determined from time to time by the Trustees or the Chairman,
shall perform such duties and have such powers as may be assigned them from
time to time by the Trustees or the Chairman.


     SECTION 6.10. The Secretary. The Secretary shall attend all meetings of
the Trustees and all meetings of the Shareholders and record all the
proceedings of the meetings of the Shareholders and of the Trustees in a book
to be kept for that purpose, and shall perform like duties for the standing
committees when required. He or she shall give, or cause to be given, notice of
all meetings of the Shareholders and special meetings of the Trustees, and
shall perform such other duties and have such powers as the Trustees or the
Chairman may from time to time prescribe. He or she shall keep in safe custody
the seal of the Trust and affix or cause the same to be affixed to any
instrument requiring it, and, when so affixed, it shall be attested by his or
her signature or by the signature of an Assistant Secretary.


     SECTION 6.11. The Assistant Secretaries. The Assistant Secretary, or, if
there shall be more than one, the Assistant Secretaries in such order as may be
determined from time to time by the Trustees or the Chairman, shall, in the
absence or disability of the Secretary, perform the duties and exercise the
powers of the Secretary and shall perform such duties and have such other
powers as the Trustees or the Chairman may from time to time prescribe.


     SECTION 6.12. The Treasurer. The Treasurer shall perform such duties as
the Board of Trustees or the President may from time to time prescribe.


     SECTION 6.13. The Assistant Treasurers. The Assistant Treasurer, or, if
there shall be more than one, the Assistant Treasurers in such order as may be
determined from time to time by the Trustees or the Chairman, shall, in the
absence or disability of the Treasurer, perform the duties and exercise the
powers of the Treasurer and shall perform such other duties and have such other
powers as the Trustees or the Chairman may from time to time prescribe.


     SECTION 6.14. The Chief Financial Officer. The Chief Financial Officer
shall keep or cause to be kept full and accurate accounts of receipts and
disbursements in books belonging to the Trust, and he or she shall render to
the Trustees and the President, whenever any of them require it, an account of
his or her transactions as Chief Financial Officer and of the financial
condition of the Trust, and he or she shall perform such other duties as the
Trustees or the President may from time to time prescribe. He or she shall be
considered the principal financial officer of the Trust for purposes of Section
6 of the Securities Act of 1933, as amended, and shall have the responsibility
conferred upon the principal financial officer of an issuer under the
Sarbanes-Oxley Act of 2002.


     SECTION 6.15. Delegation of Duties. Whenever an officer is absent or
disabled, or whenever for any reason the Trustees may deem it desirable, the
Trustees may delegate the powers and duties of an officer or officers to any
other officer or officers or to any Trustee or Trustees.


                                  ARTICLE VII

                          DIVIDENDS AND DISTRIBUTIONS


     Subject to any applicable provisions of law and the Declaration, dividends
and distributions upon the Shares may be declared at such intervals as the
Trustees may determine, in cash, in securities or other property, or in Shares,
from any sources permitted by law, all as the Trustees shall from time to time
determine.


     Inasmuch as the computation of net income and net profits from the sales
of securities or other properties for federal income tax purposes may vary from
the computation thereof on the records of the Trust, the Trustees shall have
power, in their discretion, to distribute as income dividends and as capital
gain distributions, respectively, amounts sufficient to enable the Trust to
avoid or reduce liability for federal income taxes.


                                       8


                                 ARTICLE VIII

                            CERTIFICATES OF SHARES

     SECTION 8.1. Certificates of Shares. Certificates for Shares of the Trust
shall be in such form and of such design as the Trustees shall approve, subject
to the right of the Trustees to change such form and design at any time or from
time to time, and shall be entered in the records of the Trust as they are
issued.

     Each such certificate shall bear a distinguishing number; shall exhibit
the holder's name and certify the number of full Shares owned by such holder;
shall be signed by or in the name of the Trust by the President, or a Vice
President, and countersigned by the Secretary or an Assistant Secretary or the
Treasurer and an Assistant Treasurer of the Trust; shall be sealed with the
seal; and shall contain such recitals as may be required by law. Where any
certificate is signed by a Transfer Agent or by a Registrar, the signature of
such officers and the seal may be facsimile, printed or engraved. The Trust
may, at its option, determine not to issue a certificate or certificates to
evidence Shares owned of record by any Shareholder.

     In case any officer or officers who shall have signed, or whose facsimile
signature or signatures shall appear on, any such certificate or certificates
shall cease to be such officer or officers of the Trust, whether because of
death, resignation or otherwise, before such certificate or certificates shall
have been delivered by the Trust, such certificate or certificates shall,
nevertheless, be adopted by the Trust and be issued and delivered as though the
person or persons who signed such certificate or certificates or whose
facsimile signature or signatures shall appear therein had not ceased to be
such officer or officers of the Trust.

     No certificate shall be issued for any share until such share is fully
paid.

     SECTION 8.2. Lost, Stolen, Destroyed and Mutilated Certificates. The
Trustees may direct a new certificate or certificates to be issued in place of
any certificate or certificates theretofore issued by the Trust alleged to have
been lost, stolen or destroyed, upon satisfactory proof of such loss, theft, or
destruction; and the Trustees may, in their discretion, require the owner of
the lost, stolen or destroyed certificate, or his legal representative, to give
to the Trust and to such Registrar, Transfer Agent and/or Transfer Clerk as may
be authorized or required to countersign such new certificate or certificates,
a bond in such sum and of such type as they may direct, and with such surety or
sureties, as they may direct, as indemnity against any claim that may be
against them or any of them on account of or in connection with the alleged
loss, theft or destruction of any such certificate.


                                   ARTICLE IX

                                   CUSTODIAN

     SECTION 9.1. Appointment and Duties. The Trust shall at times employ a
bank or trust company having capital, surplus and undivided profits of at least
five million dollars ($5,000,000) as custodian with authority as its agent, but
subject to such restrictions, limitations and other requirements, if any, as
may be contained in these By-Laws and the 1940 Act:

         (1) to receive and hold the securities owned by the Trust and deliver
       the same upon written or electronically transmitted order;

         (2) to receive and receipt for any moneys due to the Trust and deposit
       the same in its own banking department or elsewhere as the Trustees may
       direct;

         (3) to disburse such funds upon orders or vouchers;

all upon such basis of compensation as may be agreed upon between the Trustees
and the custodian. If so directed by a Majority Shareholder Vote, the custodian
shall deliver and pay over all property of the Trust held by it as specified in
such vote.

     The Trustees may also authorize the custodian to employ one or more
sub-custodians from time to time to perform such of the acts and services of
the custodian and upon such terms and conditions as may be agreed upon between
the custodian and such sub-custodian and approved by the Trustees.


                                       9


     SECTION 9.2. Central Certificate System. Subject to such rules,
regulations and orders as the Commission may adopt, the Trustees may direct the
custodian to deposit all or any part of the securities owned by the Trust in a
system for the central handling of securities established by a national
securities exchange or a national securities association registered with the
Commission under the Securities Exchange Act of 1934, or such other person as
may be permitted by the Commission, or otherwise in accordance with the 1940
Act, pursuant to which system all securities of any particular class or series
of any issuer deposited within the system are treated as fungible and may be
transferred or pledged by bookkeeping entry without physical delivery of such
securities, provided that all such deposits shall be subject to withdrawal only
upon the order of the Trust.


                                   ARTICLE X

                               WAIVER OF NOTICE

     Whenever any notice of the time, place or purpose of any meeting of
Shareholders, Trustees, or of any committee is required to be given in
accordance with law or under the provisions of the Declaration or these
By-Laws, a waiver thereof in writing, signed by the person or persons entitled
to such notice and filed with the records of the meeting, whether before or
after the holding thereof, or actual attendance at the meeting of shareholders,
Trustees or committee, as the case may be, in person, shall be deemed
equivalent to the giving of such notice to such person.


                                   ARTICLE XI

                                 MISCELLANEOUS

     SECTION 11.1. Location of Books and Records. The books and records of the
Trust may be kept outside the Commonwealth of Massachusetts at such place or
places as the Trustees may from time to time determine, except as otherwise
required by law.

     SECTION 11.2. Record Date. The Trustees may fix in advance a date as the
record date for the purpose of determining the Shareholders entitled to (i)
receive notice of, or to vote at, any meeting of Shareholders, or (ii) receive
payment of any dividend or the allotment of any rights, or in order to make a
determination of Shareholders for any other proper purpose. The record date, in
any case, shall not be more than one hundred eighty (180) days, and in the case
of a meeting of Shareholders not less than ten (10) days, prior to the date on
which such meeting is to be held or the date on which such other particular
action requiring determination of Shareholders is to be taken, as the case may
be. In the case of a meeting of Shareholders, the meeting date set forth in the
notice to Shareholders accompanying the proxy statement shall be the date used
for purposes of calculating the 180 day or 10 day period, and any adjourned
meeting may be reconvened without a change in record date. In lieu of fixing a
record date, the Trustees may provide that the transfer books shall be closed
for a stated period but not to exceed, in any case, twenty (20) days. If the
transfer books are closed for the purpose of determining Shareholders entitled
to notice of a vote at a meeting of Shareholders, such books shall be closed
for at least ten (10) days immediately preceding the meeting.

     SECTION 11.3. Seal. The Trustees shall adopt a seal, which shall be in
such form and shall have such inscription thereon as the Trustees may from time
to time provide. The seal of the Trust may be affixed to any document, and the
seal and its attestation may be lithographed, engraved or otherwise printed on
any document with the same force and effect as if it had been imprinted and
attested manually in the same manner and with the same effect as if done by a
Massachusetts business corporation under Massachusetts law.

     SECTION 11.4. Fiscal Year. The fiscal year of the Trust shall end on such
date as the Trustees may by resolution specify, and the Trustees may by
resolution change such date for future fiscal years at any time and from time
to time.

     SECTION 11.5. Orders for Payment of Money. All orders or instructions for
the payment of money of the Trust, and all notes or other evidences of
indebtedness issued in the name of the Trust, shall be signed by such officer
or officers or such other person or persons as the Trustees may from time to
time


                                       10


designate, or as may be specified in or pursuant to the agreement between the
Trust and the bank or trust company appointed as Custodian of the securities
and funds of the Trust.


                                  ARTICLE XII

                      COMPLIANCE WITH FEDERAL REGULATIONS


     The Trustees are hereby empowered to take such action as they may deem to
be necessary, desirable or appropriate so that the Trust is or shall be in
compliance with any federal or state statute, rule or regulation with which
compliance by the Trust is required.


                                  ARTICLE XIII

                                  AMENDMENTS


     These By-Laws may be amended, altered, or repealed, or new By-Laws may be
adopted, (a) by a Majority Shareholder Vote, or (b) by the Trustees; provided,
however, that no By-Law may be amended, adopted or repealed by the Trustees if
such amendment, adoption or repeal requires, pursuant to law, the Declaration,
or these By-Laws, a vote of the Shareholders. The Trustees shall in no event
adopt By-Laws which are in conflict with the Declaration, and any apparent
inconsistency shall be construed in favor of the related provisions in the
Declaration.


                                  ARTICLE XIV

                             DECLARATION OF TRUST


     The Declaration of Trust establishing Morgan Stanley Municipal Premium
Income Trust, dated November 16, 1988, a copy of which, together with all
amendments thereto, is on file in the office of the Secretary of the
Commonwealth of Massachusetts, provides that the name Morgan Stanley Municipal
Premium Income Trust refers to the Trustees under the Declaration collectively
as Trustees, but not as individuals or personally; and no Trustee, Shareholder,
officer, employee or agent of Morgan Stanley Municipal Premium Income Trust
shall be held to any personal liability, nor shall resort be had to their
private property for the satisfaction of any obligation or claim or otherwise,
in connection with the affairs of said Morgan Stanley Municipal Premium Income
Trust, but the Trust Estate only shall be liable.


                                       11

EX-99.77B ACCT LTTR

INDEPENDENT AUDITORS' REPORT

To the Shareholders and Board of Trustees of
Morgan Stanley Municipal Premium Income Trust:

In planning and performing our audit of the financial statements
of Morgan Stanley Municipal Premium Income Trust (the
"Fund") for the year ended May 31, 2003 (on which we have
issued our report dated July 8, 2003), we considered its internal
control, including control activities for safeguarding securities,
in order to determine our auditing procedures for the purpose of
expressing our opinion on the financial statements and to
comply with the requirements of Form N-SAR, and not to
provide assurance on the Fund's internal control.

The management of the Fund is responsible for establishing and
maintaining internal control.  In fulfilling this responsibility,
estimates and judgments by management are required to assess
the expected benefits and related costs of controls.  Generally,
controls that are relevant to an audit pertain to the entity's
objective of preparing financial statements for external purposes
that are fairly presented in conformity with accounting
principles generally accepted in the United States of America.
Those controls include the safeguarding of assets against
unauthorized acquisition, use, or disposition.

Because of inherent limitations in any internal control,
misstatements due to error or fraud may occur and not be
detected.  Also, projections of any evaluation of internal control
to future periods are subject to the risk that the internal control
may become inadequate because of changes in conditions or that
the degree of compliance with policies or procedures may
deteriorate.

Our consideration of the Fund's internal control would not
necessarily disclose all matters in the internal control that might
be material weaknesses under standards established by the
American Institute of Certified Public Accountants.  A material
weakness is a condition in which the design or operation of one
or more of the internal control components does not reduce to a
relatively low level the risk that misstatements caused by error
or fraud in amounts that would be material in relation to the
financial statements being audited may occur and not be
detected within a timely period by employees in the normal
course of performing their assigned functions.  However, we
noted no matters involving the Fund's internal control and its
operation, including controls for safeguarding securities, that we
consider to be material weaknesses as defined above as of May
31, 2003.

This report is intended solely for the information and use of
management, the Shareholders and Board of Trustees of Morgan
Stanley Municipal Premium Income Trust, and the Securities
and Exchange Commission and is not intended to be and should
not be used by anyone other than these specified parties.




Deloitte & Touche LLP
New York, New York
July 8, 2003

EX-99.77O RULE 10F-3

             Morgan Stanley Municipal Premium Income Trust
                     Item 77(o) 10f-3 Transactions
                    January 1, 2003 - June 30, 2003


Security    Date    Price    Shares    % of  Total        Purchas  Broker
            of      Of       Purchas   Asset Issued       ed
            Purcha  Shares   ed        s                  By Fund
            se
Los         02/20/  Various  2,000,0   0.74% $2,100,000,   0.14%   Merrill
Angeles       03                00               000               Lynch &
Unified                                                            Co.; Banc
School                                                             of
District,                                                          America
2003 Ser A                                                         Securitie
(MBIA)(Aaa                                                         s LLC;
/AAA)                                                              Lehman
                                                                   Brothers;
                                                                   Salomon
                                                                   Smith
                                                                   Barney;
                                                                   UBS
                                                                   PaineWebb
                                                                   er Inc.;
                                                                   E.J. De
                                                                   La Rosa &
                                                                   Co.,
                                                                   Inc.;
                                                                   Prudentia
                                                                   l
                                                                   Securitie
                                                                   s
                                                                   Incorpora
                                                                   ted;
                                                                   Siebert
                                                                   Brandford
                                                                   Shank &
                                                                   Co., LLC;
                                                                   U.S.
                                                                   Bancorp
                                                                   Piper
                                                                   Jaffray