N-CSRS


INVESTMENT MANAGEMENT

Welcome, Shareholder:

In this report, you’ll learn about how your investment in Morgan Stanley Municipal Income Opportunities Trust III performed during the semiannual period. We will provide an overview of the market conditions, and discuss some of the factors that affected performance during the reporting period. In addition, this report includes the Fund’s financial statements and a list of Fund investments.

Market forecasts provided in this report may not necessarily come to pass. There is no assurance that the Fund will achieve its investment objective. The Fund is subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund’s shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund.

Income earned by certain securities in the portfolio may be subject to the federal alternative minimum tax (AMT).

Fund Report

For the six months ended September 30, 2008

Market Conditions

The broad financial markets were highly volatile throughout the reporting period as the credit crisis intensified, the housing market continued to decline, inflationary pressures grew and the economy appeared headed into recession. In early September 2008, however, investor confidence plummeted and the markets began a downward spiral following the government’s takeover of Fannie Mae and Freddie Mac and the bankruptcy of Lehman Brothers. In the weeks that followed, several other financial institutions were forced into mergers, rescued by government loans, or failed altogether as the value of their assets severely eroded. The credit markets became paralyzed as banks refused to lend while investors fled risk assets in favor of Treasury securities. In an effort to unlock the credit markets the Federal government interceded with various supportive measures including a $700 billion bailout plan.

The municipal bond market had already been under pressure for several months prior to September, due in part to the credit rating downgrades of various monoline bond insurers and the deterioration of the auction rate and variable rate markets. The failure of Lehman Brothers, however, prompted a wave of forced selling in the municipal market as leveraged buyers, mutual funds and brokerage firms began deleveraging, putting significant pressure on prices, severely eroding liquidity, and creating a technical demand/supply imbalance in the market. As a result, municipal yields rose, particularly on the long end of the yield curve, far exceeding those of comparable Treasuries by the end of the period. For the third quarter of 2008, the short end of the curve outperformed the long end by roughly 900 basis points. For the six-month reporting period, yields on 30-year AAA rated municipal bonds rose from 4.89 percent to 5.25 percent and the 30-year municipal-to-Treasury ratio, which measures the relative attractiveness of the two sectors, increased from 114 percent to 125 percent, indicating that municipals underperformed Treasuries while becoming relatively cheaper. As would be expected in the risk-averse and volatile environment, higher-quality municipal bonds outperformed lower-quality issues. Over the course of the period, high-yield municipal credit spreads widened from 278 basis points to 304 basis points.

Performance Analysis

For the six-month period ended September 30, 2008, the net asset value (NAV) of Morgan Stanley Municipal Income Opportunities Trust III (OIC) decreased from $8.80 to $8.14 per share. Based on this change plus reinvestment of tax-free dividends totaling $0.27 per share, the Fund’s total NAV return was –4.58 percent. OIC’s value on the New York Stock Exchange (NYSE) moved from $8.96 to $6.93 per share during the same period. Based on this change plus reinvestment of dividends, the Fund’s total market return was –20.21 percent. OIC’s NYSE market price was at a 14.86 percent discount to its NAV. During the fiscal period, the Fund purchased and retired 6,501 shares of common stock at a weighted average market discount of 9.36 percent. Past performance is no guarantee of future results.

Monthly dividends for the fourth quarter of 2008, declared in October increased from $0.045 to $0.0475 per share. The dividend reflects the current level of the Fund’s net investment income. OIC’s level of undistributed net investment income was $0.082

per share on September 30, 2008 versus $0.083 per share six months earlier.¹

The Fund’s emphasis on high-yield municipal bonds, which represented more than two-thirds of portfolio assets as of the end of the period, held back performance as the increasingly risk-averse environment led this sector of the market to lag the high-quality sector. Other detractors during the period from performance included continued weakness in the tobacco bond sector and an underweighted exposure to the utility sector, which performed relatively well during the period.

Other investments, however, helped enhance the Fund’s performance. An overweight allocation to health care, coupled with strong security selection in the sector, were additive to returns, particularly within the life care (CCRC) sub-sector. Security selection within the industrial development revenue/pollution control revenue (IDR/PCR) sector was also beneficial. The Fund’s lack of airline bond investments within the sector was particularly advantageous as rising fuel costs have put considerable pressure on the airline industry. Lastly, the Fund’s pre-refunded holdings helped boost returns for the period. These highly-rated, short-term securities benefited from the outperformance of the short end of the municipal yield curve and the high-quality sector of the market.

The Fund’s duration* was relatively unchanged during the review period, remaining neutral to slightly longer, and therefore had little impact on performance. Sector exposure was relatively unchanged as well. The Fund’s investments remained well-diversified across a broad range of sectors, the largest weightings of which were in the life care, hospital, and special tax districts sectors as of the end of the period.

OIC’s procedure for reinvesting all dividends and distributions in common shares is through purchases in the open market. This method helps support the market value of the Fund’s shares. In addition, we would like to remind you that the Trustees have approved a share repurchase program whereby the Fund may, when appropriate, purchase shares in the open market or in privately negotiated transactions at a price not above market value or net asset value, whichever is lower at the time of purchase.

Performance data quoted represents past performance, which is no guarantee of future results, and current performance may be lower or higher than the figures shown. Investment return, net asset value and common share market price will fluctuate and Fund shares, when sold, may be worth more or less than their original cost.

There is no guarantee that any sectors mentioned will continue to perform as discussed herein or that securities in such sectors will be held by the Fund in the future.

¹ Income earned by certain securities in the portfolio may be subject to the federal alternative minimum tax (AMT).

* A measure of the sensitivity of a bond’s price to changes in interest rates, expressed in years. Each year of duration represents an expected 1 percent change in the price of a bond for every 1 percent change in interest rates. The longer a bond’s duration, the greater the effect of interest-rate movements on its price. Typically, funds with shorter durations perform better in rising-interest-rate environments, while funds with longer durations perform better when rates decline.


TOP FIVE SECTORS as of 09/30/08
Life Care	28	.5%
Special Tax Districts	16	.6
Hospital	15	.0
Refunded	7	.2
Higher Education	6	.8


LONG-TERM CREDIT ANALYSIS
as of 09/30/08
Aaa/AAA	3	.2%
Aa/AA	1	.4
A/A	2	.0
Baa/BBB	15	.2
Ba/BB or Less	8	.3
NR	69	.9


SUMMARY OF INVESTMENTS BY STATE CLASSIFICATION as of 09/30/08
Florida	18	.1	%
California	7	.9
Pennsylvania	7	.1
New Jersey	5	.4
Texas	5	.4
Illinois	5	.2
Virginia	4	.8
Missouri	4	.5
Connecticut	3	.5

Massachusetts	3	.5
South Carolina	3	.3
Arizona	2	.9
Ohio	2	.8
Indiana	2	.5
Minnesota	2	.5
Colorado	2	.4
Michigan	2	.3
New York	2	.3
Kansas	2	.2
Maryland	2	.1
Wyoming	2	.0
Nevada	1	.9
Oklahoma	1	.8
Tennessee	1	.6
Washington	1	.6
Iowa	1	.6
District of Columbia	1	.0
Louisiana	0	.9
Alabama	0	.9
Hawaii	0	.9
North Carolina	0	.5
West Virginia	0	.5
Utah	0	.5
North Dakota	0	.3
Mississippi	0	.3

Total Long-Term Investments	107	.0
Short-Term Investments	1	.2
Liability for Floating Rate Note Obligations	(9	.7	)
Other Assets in Excess of Liabilities	1	.5

Net Assets	100	.0	%

Subject to change daily. Provided for informational purposes only and should not be deemed a recommendation to buy or sell the securities mentioned or securities in the sectors shown above. Top five sectors are as a percentage of total investments and Long-term credit analysis are as a percentage of total long-term investments. Summary of investments by state classification are as a percentage of net assets. Securities are classified by sectors that represent broad groupings of related industries. Morgan Stanley is a full-service securities firm engaged in securities trading and brokerage activities, investment banking, research and analysis, financing and financial advisory services. Rating allocations based upon ratings as issued by Standard and Poor’s and Moody’s, respectively.

For More Information About Portfolio Holdings

Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its semiannual and annual reports within 60 days of the end of the fund’s second and fourth fiscal quarters. The semiannual reports and the annual reports are filed electronically with the Securities and Exchange Commission (SEC) on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the semiannual and annual reports to fund shareholders and makes these reports available on its public web site, www.morganstanley.com. Each Morgan Stanley fund also files a complete schedule of portfolio holdings with the SEC for the fund’s first and third fiscal quarters on Form N-Q. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, nor are the reports posted to the Morgan Stanley public web site. You may, however, obtain the Form N-Q filings (as well as the Form N-CSR and N-CSRS filings) by accessing the SEC’s web site, http://www.sec.gov. You may also review and copy them at the SEC’s public reference room in Washington, DC. Information on the operation of the SEC’s public reference room may be obtained by calling the SEC at (800) SEC-0330. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC’s e-mail address (publicinfo@sec.gov) or by writing the public reference section of the SEC, Washington, DC 20549-0102.

Investment Advisory Agreement Approval

Nature, Extent and Quality of Services

The Board reviewed and considered the nature and extent of the investment advisory services provided by the Investment Adviser (as defined herein) under the advisory agreement, including portfolio management, investment research and fixed income securities trading. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services provided by the Fund’s Administrator (as defined herein) under the administration agreement, including accounting, clerical, bookkeeping, compliance, business management and planning, and the provision of supplies, office space and utilities at the Investment Adviser’s expense. (The Investment Adviser and the Administrator together are referred to as the “Adviser” and the advisory and administration agreements together are referred to as the “Management Agreement.”) The Board also compared the nature of the services provided by the Adviser with similar services provided by non-affiliated advisers as reported to the Board by Lipper Inc. (“Lipper”).

The Board reviewed and considered the qualifications of the portfolio managers, the senior administrative managers and other key personnel of the Adviser who provide the advisory and administrative services to the Fund. The Board determined that the Adviser’s portfolio managers and key personnel are well qualified by education and/or training and experience to perform the services in an efficient and professional manner. The Board concluded that the nature and extent of the advisory and administrative services provided were necessary and appropriate for the conduct of the business and investment activities of the Fund. The Board also concluded that the overall quality of the advisory and administrative services was satisfactory.

Performance Relative to Comparable Funds Managed by Other Advisers

On a regular basis, the Board reviews the performance of all funds in the Morgan Stanley Fund Complex, including the Fund, compared to their peers, paying specific attention to the underperforming funds. In addition, the Board specifically reviewed the Fund’s performance for the one-, three- and five-year periods ended December 31, 2007, as shown in a report provided by Lipper (the “Lipper Report”), compared to the performance of comparable funds selected by Lipper. The Board also discussed with the Adviser the performance goals and the actual results achieved in managing the Fund. The Board concluded that the Fund’s performance was acceptable.

Fees Relative to Other Proprietary Funds Managed by the Adviser with Comparable Investment Strategies

The Board reviewed the advisory and administrative fee (together, the “management fee”) rate paid by the Fund under the Management Agreement. The Board noted that the management fee rate was comparable to

the management fee rates charged by the Adviser to other proprietary funds it manages with investment strategies comparable to those of the Fund.

Fees and Expenses Relative to Comparable Funds Managed by Other Advisers

The Board reviewed the management fee rate and total expense ratio of the Fund as compared to the average management fee rate and average total expense ratio for funds, selected by Lipper (the “expense peer group”), managed by other advisers with investment strategies comparable to those of the Fund, as shown in the Lipper Report. The Board concluded that the Fund’s management fee rate and total expense ratio were competitive with those of its expense peer group.

Breakpoints and Economies of Scale

The Board reviewed the structure of the Fund’s management fee schedule under the Management Agreement and noted that it does not include any breakpoints. The Board considered that the Fund is a closed-end fund and, therefore, that the Fund’s assets are not likely to grow with new sales or grow significantly as a result of capital appreciation. The Board concluded that economies of scale for the Fund were not a factor that needed to be considered at the present time.

Profitability of the Adviser and Affiliates

The Board considered information concerning the costs incurred and profits realized by the Adviser and affiliates during the last year from their relationship with the Fund and during the last two years from their relationship with the Morgan Stanley Fund Complex and reviewed with the Adviser the cost allocation methodology used to determine the profitability of the Adviser and affiliates. Based on its review of the information it received, the Board concluded that the profits earned by the Adviser and affiliates were not excessive in light of the advisory, administrative and other services provided to the Fund.

Fall-Out Benefits

The Board considered so-called “fall-out benefits” derived by the Adviser and affiliates from their relationship with the Fund and the Morgan Stanley Fund Complex, such as commissions on the purchase and sale of Fund shares and “float” benefits derived from handling of checks for purchases and sales of Fund shares, through a broker-dealer affiliate of the Adviser. The Board also considered that, from time to time, the Adviser may, directly or indirectly, effect trades on behalf of certain Morgan Stanley Funds through various electronic communications networks or other alternative trading systems in which the Adviser’s affiliates have ownership interests and/or board seats. The Board concluded that the commissions were competitive with those of other broker-dealers and the float benefits were relatively small.

Soft Dollar Benefits

The Board considered whether the Adviser realizes any benefits from commissions paid to brokers who execute securities transactions for the Fund (“soft dollars”). The Board noted that the Fund invests only in fixed income securities, which do not generate soft dollars.

Adviser Financially Sound and Financially Capable of Meeting the Fund’s Needs

The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement.

Historical Relationship Between the Fund and the Adviser

The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund’s operations and the Board’s confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that it is beneficial for the Fund to continue its relationship with the Adviser.

Other Factors and Current Trends

The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund’s Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund’s business.

General Conclusion

After considering and weighing all of the above factors, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year.

Morgan Stanley Municipal Income Opportunities Trust III

Portfolio of Investments - September 30, 2008 (unaudited)


PRINCIPAL
AMOUNT IN			COUPON				MATURITY
THOUSANDS			RATE				DATE	VALUE
		Tax-Exempt Municipal Bonds (107.0%)
		Alabama (0.9%)
$	500	Colbert County – Northwest Health Care Authority, Helen Keller Hospital Ser 2003		5	.75	%	06/01/27	$	441,530
	200	Cullman Medical Clinic Board, Cullman Medical Park South, Regional Medical Center, Inc. Ser 1993-A		6	.50		02/15/23		193,110

									634,640

		Arizona (2.9%)
	650	Pima County Industrial Development Authority, Constellation Schools Ser 2008		7	.00		01/01/38		576,167
	1,000	Pima County Industrial Development Authority, Noah Webster Basic School Ser 2004 A		6	.125		12/15/34		887,840
	400	Pima County Industrial Development Authority, Water and Wastewater Global Water Resources LLC Ser 2007 (AMT)		6	.55		12/01/37		337,536
	250	Pinal County Electrical District #4, Electric System Ser 2008		6	.00		12/01/38		227,580

									2,029,123

		California (7.9%)
	970	California County Tobacco Securitization Agency, Gold County Settlement Funding Corp Ser 2006		0	.00		06/01/33		125,615
	200	California Municipal Finance Authority Educational Facility, High Tech High-Media Arts Ser 2008 A (b)		5	.875		07/01/28		181,642
	325	California Statewide Communities Development Authority, Daughters of Charity Ser 2005 A		5	.00		07/01/39		254,413
	500	California Statewide Communities Development Authority, Lancer Educational Student Housing LLC Ser 2007		5	.625		06/01/33		408,685
	200	California Statewide Communities Development Authority, Thomas Jefferson School of Law Ser 2008 A		7	.25		10/01/38		182,822
	475	Carlsbad Community Facilities District #3 Ser 2006		5	.30		09/01/36		386,389
	2,000	Golden State Tobacco Securitization Corporation, Asset Backed Ser 2007 A-1 (a)		5	.125		06/01/47		1,344,512
	450	Quechan Indian Tribe FT Yuma Indian Reservation Ser 2008		7	.00		12/01/27		406,715
	1,300	San Diego County, San Diego Natural History Museum (COPs)		5	.60		02/01/18		1,191,658
	1,000	San Marcos Community Facilities District # 2002-01, University Commons Ser 2004		5	.90		09/01/28		895,510
	5,000	Silicon Valley Tobacco Securitization Authority, Santa Clara Tobacco Securitization Corp Ser 2007 C		0	.00		06/01/56		75,600

									5,453,561

See Notes to Financial Statements

Morgan Stanley Municipal Income Opportunities Trust III

Portfolio of Investments - September 30, 2008 (unaudited) continued


PRINCIPAL
AMOUNT IN			COUPON				MATURITY
THOUSANDS			RATE				DATE		VALUE
		Colorado (2.4%)
$	1,000	Copperleaf Metropolitan District # 2 Ser 2006		5	.95	%	12/01/36		$	741,130
	500	Elk Valley Public Improvement Corporation Ser 2001 A		7	.30		09/01/22			489,215
	500	Elk Valley Public Improvement Corporation Ser 2001 A		7	.35		09/01/31			465,610

										1,695,955

		Connecticut (3.5%)
	1,000	Georgetown Special Taxing District Ser 2006 A (b)		5	.125		10/01/36			678,130
	500	Mashantucket (Western) Pequot Tribe, Special Ser 2007 A (b)		6	.50		09/01/31			441,665
	1,500	Mohegan Tribe of Indians, Gaming Authority Ser 2001 (b)		6	.25		01/01/31			1,302,705

										2,422,500

		District of Columbia (1.0%)
	705	Metropolitan Washington Airports Authority, District of Columbia & Virginia, CaterAir International Corp Ser 1991 (AMT) (c)		10	.125		09/01/11			704,958


		Florida (18.1%)
	500	Alachua County Industrial Development, North Florida Retirement Village Ser 2007		5	.875		11/15/36			404,045
	480	Bellalago Educational Facilities Benefits District, Bellalago Charter School Ser 2004 B		5	.80		05/01/34			435,571
	300	Brevard County Health Facilities Authority, Buena Vida Estates, Inc Ser 2007		6	.75		01/01/37			267,945
	1,550	Broward County Professional Sports Facilities, Civic Arena Refg 2006 A (FSA Insd) (a)		5	.00		09/01/23			1,487,058
	500	Fiddlers Creek Community Development District #1 Ser 2005		6	.00		05/01/38			429,605
	250	Fountainbleau Lakes Community Development District Ser 2007 B		6	.00		05/01/15			224,173
	1,000	Grand Bay at Doral Community Development District Ser 2007 A		6	.00		05/01/39			733,030
	250	Miami Beach Health Facilities Authority, Mount Sinai Medical Center Refg Ser 2004		6	.75		11/15/21			234,582
	1,000	Midtown Miami Community Development District, Parking Garage Ser 2004 A		6	.25		05/01/37			858,750
	1,100	Orange County Health Facilities Authority, Orlando Lutheran Towers Inc Ser 2005		5	.375		07/01/20			932,294
	2,000	Orange County Health Facilities Authority, Westminister Community Care Services Inc Ser 1999		6	.75		04/01/34			1,890,020
	1,000	Pinellas County Health Facilities Authority, Oaks of Clearwater Ser 2004		6	.25		06/01/34			936,980
	1,500	South Miami Health Facilities Authority, Baptist Health South Florida Obligated Group Ser 2007 (a)		5	.00		08/15/32			1,292,185
	2,000	St Johns County Industrial Development Authority, Glenmoor Ser 1999 A		8	.00		01/01/10	(d)		2,170,740
	300	Tolomato Community Development District, Special Assessment Ser 2007		6	.55		05/01/27			278,718

										12,575,696

See Notes to Financial Statements

Morgan Stanley Municipal Income Opportunities Trust III

Portfolio of Investments - September 30, 2008 (unaudited) continued


PRINCIPAL
AMOUNT IN			COUPON				MATURITY
THOUSANDS			RATE				DATE		VALUE
		Hawaii (0.9%)
$	640	Hawaii Ser 2008 DK (a)		5	.00	%	05/01/23		$	634,096

		Illinois (5.2%)
	500	Bolingbrook, Sales Tax Ser 2005		6	.25		01/01/24			461,470
	500	Chicago Lake Shore East Ser 2002		6	.75		12/01/32			472,160
	260	Hampshire Special Service Area #18 Ser 2007 A		6	.00		03/01/44			200,236
	500	Illinois Finance Authority, Elmhurst Memorial Healthcare Ser 2008 A		5	.625		01/01/37			442,510
	500	Illinois Finance Authority, Landing at Plymouth Place Ser 2005 A		6	.00		05/15/37			406,145
	500	Illinois Finance Authority, Montgomery Place Ser 2006 A		5	.75		05/15/38			390,155
	750	Illinois Health Facilities Authority, Villa St Benedict Ser 2003 A-1		6	.90		11/15/33			568,575
	500	Pingree Grove Special Service Area # 7, Cambridge Lakes Ser 2006-1		6	.00		03/01/36			413,245
	300	Will-Kankakee Regional Development Authority, Senior Estates Supportive Living Ser 2007 ( AMT)		7	.00		12/01/42			267,879

										3,622,375

		Indiana (2.5%)
	275	Saint Joseph County, Holy Cross Village at Notre Dame Ser 2006 A		6	.00		05/15/26			236,434
	1,500	Upland, Taylor University Ser 2002		6	.25		09/01/28			1,518,360

										1,754,794

		Iowa (1.6%)
	915	Iowa Health Facilities Development Financing Authority, Care Initiatives Ser 1996		9	.25		07/01/11	(d)		1,077,056


		Kansas (2.2%)
	500	Olathe, Catholic Care Ser 2006 A		6	.00		11/15/38			414,405
	1,000	Overland Park Development Corporation, Convention Center Hotel Ser 2000 A		7	.375		01/01/11	(d)		1,096,810

										1,511,215

		Louisiana (0.9%)
	448	Lakeshore Villages Master Community Development District, Special Assessment Ser 2007		5	.25		07/01/17			389,859
	300	Louisiana Public Facilities Authority, Lake Charles Memorial Hospital Refg Ser 2007		6	.375		12/01/34			262,437

										652,296

		Maryland (2.1%)
	500	Maryland Health & Higher Educational Facilities Authority, King Farm Presbyterian Community Ser 2007 A		5	.30		01/01/37			368,650
	1,235	Maryland Industrial Development Financing Authority, Medical Waste Associates LP 1989 Ser (AMT)		8	.75		11/15/10			1,058,963

										1,427,613

See Notes to Financial Statements

Morgan Stanley Municipal Income Opportunities Trust III

Portfolio of Investments - September 30, 2008 (unaudited) continued


PRINCIPAL
AMOUNT IN			COUPON				MATURITY
THOUSANDS			RATE				DATE	VALUE
		Massachusetts (3.5%)
$	645	Massachusetts Development Finance Agency, Kennedy-Donovan Center Inc 1990 Issue		7	.50	%	06/01/10	$	646,593
	1,425	Massachusetts Development Finance Agency, Loomis Communities Ser 1999 A		5	.625		07/01/15		1,424,459
	400	Massachusetts Development Finance Authority, Evergreen Center Ser 2005		5	.50		01/01/35		324,248

									2,395,300

		Michigan (2.3%)
	250	Dearborn Economic Development Corporation, Henry Ford Village, Inc. Refg Ser 2008		7	.00		11/15/28		237,587
	630	Detroit Sewage Disposal, Refg Sr Lien Ser 2001 C-2 (BHAC FGIC Insd) (a)		5	.25		07/01/29		603,834
	1,000	Michigan Tobacco Settlement Finance Authority Ser 2007 A		6	.00		06/01/48		755,410

									1,596,831

		Minnesota (2.5%)
	1,250	Aitkin, Riverwood Healthcare Center Ser 2006		5	.60		02/01/32		1,080,837
	500	Buffalo, Central Minnesota Senior Housing Ser 2006 A		5	.50		09/01/33		410,095
	250	North Oaks, Presbyterian Homes of North Oaks Ser 2007		6	.125		10/01/39		223,025

									1,713,957

		Mississippi (0.3%)
	200	Mississippi Business Finance Corporation, System Energy Resources, Inc. Ser 1998		5	.875		04/01/22		184,652


		Missouri (4.5%)
	250	Branson Regional Airport Transportation Development District Ser 2007 B (AMT)		6	.00		07/01/37		183,145
	1,000	Des Peres, West County Center Ser 2002		5	.75		04/15/20		928,230
	1,000	Kansas City Industrial Development Authority, Bishop Spencer 2004 Ser I		6	.25		01/01/24		896,590
	1,000	Kansas City Industrial Development Authority, Plaza Library Ser 2004		5	.90		03/01/24		888,550
	250	St Louis County Industrial Development Authority, St Andrews Resources for Seniors Ser 2007 A		6	.375		12/01/41		211,755

									3,108,270

		Nevada (1.9%)
	490	Clark County Special Improvement District #142, Mountain’s Edge Ser 2003		6	.375		08/01/23		444,954
	1,000	Director of the State of Nevada, Department of Business and Industry, Las Vegas Monorail 2nd Tier Ser 2000		7	.375		01/01/40		240,400

See Notes to Financial Statements

Morgan Stanley Municipal Income Opportunities Trust III

Portfolio of Investments - September 30, 2008 (unaudited) continued


PRINCIPAL
AMOUNT IN			COUPON				MATURITY
THOUSANDS			RATE				DATE		VALUE
$	500	Henderson Local Improvement District #T-18 Ser 2006		5	.30	%	09/01/35		$	320,135
	300	Sparks Local Improvement District #3 Ser 2008		6	.50		09/01/20			282,450

										1,287,939

		New Jersey (5.4%)
	500	New Jersey Economic Development Authority, Cedar Crest Village Inc Ser 2001 A		7	.25		11/15/11	(d)		563,710
	1,000	New Jersey Economic Development Authority, Franciscan Oaks Ser 1997		5	.70		10/01/17			938,470
	1,000	New Jersey Economic Development Authority, Franciscan Oaks Ser 1997		5	.75		10/01/23			888,010
	500	New Jersey Economic Development Authority, Lions Gate Ser 2005 A		5	.875		01/01/37			410,370
	1,000	New Jersey Health Care Facilities Financing Authority, Raritan Bay Medical Center Ser 1994		7	.25		07/01/27			942,360

										3,742,920

		New York (2.3%)
	1,000	Mount Vernon Industrial Development Agency, Meadowview at the Wartburg Ser 1999		6	.20		06/01/29			884,390
	700	New York City Industrial Development Agency, 7 World Trade Center LLC Ser 2005 A		6	.50		03/01/35			705,691

										1,590,081

		North Carolina (0.5%)
	200	North Carolina Medical Care Commission Health Care Facilities, Pennybyrn at Maryfield Ser 2005 A		6	.125		10/01/35			165,772
	250	North Carolina Medical Care Commission Health Care Facilities, South Minster Ser 2007 A		5	.75		10/01/37			216,947

										382,719


		North Dakota (0.3%)
	250	Ward County, Health Care Facilities Trinity Obligated Group Ser 2006		5	.125		07/01/29			212,625

		Ohio (2.8%)
	1,400	Buckeye Tobacco Settlement Financing Authority, Asset-Backed Ser 2007 A-2 (a)		5	.875		06/01/30			1,131,298
	300	Centerville Health Care, Bethany Lutheran Village Ser 2007 A		6	.00		11/01/38			241,149
	450	Cuyahoga County Health Care & Independent Living Facilities, Eliza Jennings Senior Care Ser 2007 A		5	.75		05/15/27			371,016
	200	Tuscarawas County Hospital Facilities, The Twin City Hospital Ser 2007		6	.35		11/01/37			169,986

										1,913,449

See Notes to Financial Statements

Morgan Stanley Municipal Income Opportunities Trust III

Portfolio of Investments - September 30, 2008 (unaudited) continued


PRINCIPAL
AMOUNT IN			COUPON				MATURITY
THOUSANDS			RATE				DATE	VALUE
		Oklahoma (1.8%)
$	300	Chickasaw Nation Health Systems Ser 2007		6	.25	%	12/01/32	$	280,185
	1,000	Oklahoma Development Finance Authority, Comanche County Hospital 2000 Ser B		6	.60		07/01/31		974,730

									1,254,915

		Pennsylvania (7.1%)
	1,100	Allegheny County Hospital Development Authority, West Penn Ser 2007 A		5	.375		11/15/40		764,258
	500	Allegheny County Redevelopment Authority, Pittsburgh Mills Ser 2004		5	.60		07/01/23		450,200
	750	Bucks County Industrial Development Authority, Ann’s Choice Ser 2005 A		6	.25		01/01/35		610,920
	1,000	Harrisburg Authority, Harrisburg University of Science & Technology Ser 2007 B		6	.00		09/01/36		863,860
	500	Montgomery County Industrial Development Authority, Whitemarsh Community Ser 2005		6	.25		02/01/35		419,140
	500	Pennsylvania Economic Development Financing Authority, Reliant Energy Inc Ser 2001 A (AMT)		6	.75		12/01/36		440,415
	1,500	Pennsylvania Housing Finance Agency Ser 2007-100A (AMT) (a)		5	.10		10/01/22		1,373,325

									4,922,118

		South Carolina (3.3%)
	750	Myrtle Beach Tax Increment, Myrtle Beach Air Force Base Ser 2006 A		5	.30		10/01/35		551,288
	1,100	South Carolina Jobs-Economic Development Authority, Lutheran Homes Ser 2007		5	.50		05/01/28		886,512
	750	South Carolina Jobs-Economic Development Authority, Wesley Commons Ser 2006		5	.30		10/01/36		564,697
	325	South Carolina Jobs-Economic Development Authority, Woodlands at Furman Ser 2007 A		6	.00		11/15/37		265,304

									2,267,801

		Tennessee (1.6%)
	500	Shelby County Health, Educational & Housing Facilities Board, Trezevant Manor Ser 2006 A		5	.75		09/01/37		414,375
	750	Shelby County Health, Educational & Housing Facilities Board, Village at Germantown Ser 2003 A		7	.25		12/01/34		705,645

									1,120,020

		Texas (5.4%)
	500	Austin Convention Enterprises Inc, Convention Center Hotel Ser 2006 B		5	.75		01/01/34		410,445
	500	Decatur Hospital Authority, Wise Regional Health Ser 2004 A		7	.125		09/01/34		488,250
	500	HFDC Central Texas Inc, Legacy at Willow Bend, Ser 2006 A		5	.75		11/01/36		385,250
	1,000	Lubbock Health Facilities Development Corporation, Carillon Ser 2005 A		6	.50		07/01/26		893,610

See Notes to Financial Statements

Morgan Stanley Municipal Income Opportunities Trust III

Portfolio of Investments - September 30, 2008 (unaudited) continued


PRINCIPAL
AMOUNT IN			COUPON				MATURITY
THOUSANDS			RATE				DATE	VALUE
$	1,760	Texas Department of Housing and Community Affairs Ser 2007 B (AMT) (a)		5	.15	%	09/01/27	$	1,538,642

									3,716,197

		Utah (0.5%)
	350	Emery County Environmental Improvement, PacifiCorp Ser 1996 (AMT)		6	.15		09/01/30		317,751

		Virginia (4.8%)
	2,527	Chesterfield County Industrial Development Authority, Brandermill Woods Ser 1998		6	.50		01/01/28		2,348,661
	1,000	Peninsula Ports Authority of Virginia, Baptist Homes Ser 2006 C		5	.40		12/01/33		762,680
	300	Peninsula Town Center Community Development Authority Ser 2007		6	.45		09/01/37		250,593

									3,361,934

		Washington (1.6%)
	285	Washington Housing Finance Commission, FNMA Collateralized Refg Ser 1990 A		7	.50		07/01/23		285,368
	1,000	Washington Housing Finance Commission, Skyline at First Hill Ser 2007 A		5	.625		01/01/38		800,100

									1,085,468

		West Virginia (0.5%)
	425	West Virginia Hospital Finance Authority, Thomas Health System, Inc. Ser 2008		6	.50		10/01/38		377,302


		Wyoming (2.0%)
	1,500	Teton County Hospital District, St John’s Medical Center Ser 2002		6	.75		12/01/27		1,398,585

		Total Tax-Exempt Municipal Bonds (Cost $83,663,506)							74,146,712

		Short-Term Tax-Exempt Municipal Obligation (0.4%)
		Texas
	250	Harris County Health Facilities Development Corporation, Baylor College of Medicine Ser 2007-A-5 (AMBAC Insd) (e) (Reset date 10/01/2008) (Cost $250,000)		9	.00		11/15/47		250,000


NUMBER OF
SHARES (000)

		Short-Term Investment (f) (0.8%)
		Investment Company
	580	Morgan Stanley Institutional Liquidity Tax-Exempt Portfolio – Institutional Class (Cost $580,068)							580,068

		Total Investments (Cost $84,493,574)							74,976,780

See Notes to Financial Statements

Morgan Stanley Municipal Income Opportunities Trust III

Portfolio of Investments - September 30, 2008 (unaudited) continued


PRINCIPAL
AMOUNT IN
THOUSANDS					VALUE
			Floating Rate Note Obligations Related to Securities Held (-9.7%)
$	(6,693	)	Notes with interest rates ranging from 5.61% to 7.58% at September 30, 2008 and contractual maturities of collateral ranging from 10/01/22 to 06/01/47 (See Note 1D) (g) (Cost $(6,693,000))		$	(6,693,000	)

			Total Net Investments (Cost $77,800,574) (h)	98.5%		68,283,780
			Other Assets in Excess of Liabilities	1.5		1,008,020

			Net Assets	100.0%	$	69,291,800


AMT		Alternative Minimum Tax.
COPs		Certificates of Participation.
(a)		Underlying security related to inverse floater entered into by the Fund (See Note 1D).
(b)		Resale is restricted to qualified institutional investors.
(c)		Joint exemption.
(d)		Prerefunded to call date shown.
(e)		Auction rate security.
(f)		See Note 3 to the financial statements regarding investments in Morgan Stanley Institutional Liquidity Tax-Exempt Portfolio - Institutional Class.
(g)		Floating rate note obligations related to securities held. The interest rates shown reflect the rates in effect at September 30, 2008.
(h)		The aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is $595,654 and the aggregate gross unrealized depreciation is $10,112,448, resulting in net unrealized depreciation of $9,516,794.


Bond Insurance:
AMBAC		AMBAC Assurance Corporation.
BHAC		Berkshire Hathaway Assurance Corporation.
FGIC		Financial Guaranty Insurance Company.
FSA		Financial Security Assurance, Inc.

See Notes to Financial Statements

Morgan Stanley Municipal Income Opportunities Trust III

Financial Statements

Statement of Assets and Liabilities

September 30, 2008 (unaudited)


Assets:
Investments in securities, at value (cost $83,913,506)	$	74,396,712
Investment in affiliate, at value (cost $580,068)		580,068
Receivable for:
Interest		1,431,837
Dividends from affiliate		2,105
Investment sold		2,026
Prepaid expenses and other assets		7,725

Total Assets		76,420,473

Liabilities:
Floating rate note and dealer trusts obligations		6,693,000
Payable for:
Investment purchased		250,000
Shares of beneficial interest repurchased		33,052
Investment advisory fee		32,160
Administration fee		5,161
Transfer agent fee		3,685
Accrued expenses and other payables		111,615

Total Liabilities		7,128,673

Net Assets	$	69,291,800

Composition of Net Assets:
Paid-in-capital	$	81,204,840
Net unrealized depreciation		(9,516,794	)
Accumulated undistributed net investment income		700,214
Accumulated net realized loss		(3,096,460	)

Net Assets	$	69,291,800

Net Asset Value Per Share
8,509,356 shares outstanding (unlimited shares authorized of $.01 par value)		$8.14

See Notes to Financial Statements

Morgan Stanley Municipal Income Opportunities Trust III

Financial Statements continued

Statement of Operations

For the six months ended September 30, 2008 (unaudited)


Net Investment Income:
Income
Interest	$	2,684,469
Dividends from affiliate		3,883

Total Income		2,688,352

Expenses
Investment advisory fee		187,375
Interest and residual trust expenses		90,901
Administration fee		29,980
Professional fees		29,165
Shareholder reports and notices		24,322
Listing fees		9,477
Transfer agent fees and expenses		6,673
Trustees’ fees and expenses		3,537
Custodian fees		460
Other		11,194

Total Expenses		393,084
Less: expense offset		(422	)
Less: rebate from Morgan Stanley affiliated cash sweep (Note 3)		(187	)

Net Expenses		392,475

Net Investment Income		2,295,877

Realized and Unrealized Loss:
Net realized loss		(644,839	)
Net change in unrealized appreciation/depreciation		(4,993,434	)

Net Loss		(5,638,273	)

Net Decrease	$	(3,342,396	)

See Notes to Financial Statements

Morgan Stanley Municipal Income Opportunities Trust III

Financial Statements continued

Statements of Changes in Net Assets


	FOR THE SIX			FOR THE YEAR
	MONTHS ENDED			ENDED
	SEPTEMBER 30, 2008			MARCH 31, 2008
	(unaudited)

Increase (Decrease) in Net Assets:
Operations:
Net investment income	$	2,295,877		$	4,467,824
Net realized loss		(644,839	)		(1,949,251	)
Net change in unrealized appreciation/depreciation		(4,993,434	)		(8,796,322	)

Net Decrease		(3,342,396	)		(6,277,749	)
Dividends to shareholders from net investment income		(2,299,282	)		(4,605,157	)
Decrease from transactions in shares of beneficial interest		(48,624	)		(147,152	)

Net Decrease		(5,690,302	)		(11,030,058	)
Net Assets:
Beginning of period		74,982,102			86,012,160

End of Period
(Including accumulated undistributed net investment income of $700,214 and $703,619, respectively)	$	69,291,800		$	74,982,102

See Notes to Financial Statements

Morgan Stanley Municipal Income Opportunities Trust III

Financial Statements continued

Statement of Cash Flows

For the six months ended September 30, 2008 (unaudited)


Increase (Decrease) in cash:
Cash Flows Provided by Operating Activities:
Net decrease in net assets from operations	$	(3,342,396	)

Adjustments to reconcile net decrease in net assets from operations to net cash provided by operating activities:
Net realized loss on investments		644,839
Net change in unrealized depreciation on investments		4,993,434
Amortization of premium		14,020
Accretion of discount		(29,963	)
Cost of purchases of investments		(10,584,355	)
Proceeds from sales of investments		9,123,690
Net sale of short-term investments		1,977,818
Increase in interest receivables and other assets		(23,371	)
Decrease in accrued expenses and other payables		(8,043	)

Total Adjustments		6,108,069


Net Cash Provided by Operating Activities		2,765,673

Cash Flows from Financing Activities
Repurchased shares		(15,572	)
Dividends paid		(2,299,282	)
Net change in proceeds from floating rate note obligations		(532,000	)


Net Cash Used for Financing Activities		(2,846,854	)

Net Decrease in Cash		(81,181	)
Cash at the Beginning of the Period		81,181

Cash at the End of the Period	$	—

Supplemental Disclosure of Cash Flow Information
Cash paid during the year for interest	$	90,901

See Notes to Financial Statements

Morgan Stanley Municipal Income Opportunities Trust III

Notes to Financial Statements - September 30, 2008 (unaudited)

1. Organization and Accounting Policies

Morgan Stanley Municipal Income Opportunities Trust III (the “Fund”), is registered under the Investment Company Act of 1940, as amended, as a diversified, closed-end management investment company. The Fund’s investment objective is to provide a high level of current income which is exempt from federal income tax. The Fund was organized as a Massachusetts business trust on February 20, 1990 and commenced operations on April 30, 1990.

The following is a summary of significant accounting policies:

A. Valuation of Investments — (1) portfolio securities are valued by an outside independent pricing service approved by the Trustees. The pricing service uses both a computerized grid matrix of tax-exempt securities and evaluations by its staff, in each case based on information concerning market transactions and quotations from dealers which reflect the mean between the last reported bid and asked price. The portfolio securities are thus valued by reference to a combination of transactions and quotations for the same or other securities believed to be comparable in quality, coupon, maturity, type of issue, call provisions, trading characteristics and other features deemed to be relevant. The Trustees believe that timely and reliable market quotations are generally not readily available for purposes of valuing tax-exempt securities and that the valuations supplied by the pricing service are more likely to approximate the fair value of such securities; (2) futures are valued at the latest sale price on the commodities exchange on which they trade unless it is determined that such price does not reflect their market value, in which case they will be valued at their fair value as determined in good faith under procedures established by and under the supervision of the Trustees; (3) interest rate swaps are marked-to-market daily based upon quotations from market makers; (4) investments in open-end mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value as of the close of each business day; and (5) short-term debt securities having a maturity date of more than sixty days at time of purchase are valued on a mark-to-market basis until sixty days prior to maturity and thereafter at amortized cost based on their value on the 61st day. Short-term debt securities having a maturity date of sixty days or less at the time of purchase are valued at amortized cost.

B. Accounting for Investments — Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on security transactions are determined by the identified cost method. Discounts are accreted and premiums are amortized over the life of the respective securities and are included in interest income. Interest income is accrued daily.

C. Futures Contracts — A futures contract is an agreement between two parties to buy and sell financial instruments or contracts based on financial indices at a set price on a future date. Upon entering into such a contract, the Fund is required to pledge to the broker cash, U.S. Government securities or other liquid portfolio securities equal to the minimum initial margin requirements of the applicable futures exchange.

Morgan Stanley Municipal Income Opportunities Trust III

Notes to Financial Statements - September 30, 2008 (unaudited) continued

Pursuant to the contract, the Fund agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments known as variation margin are recorded by the Fund as unrealized gains and losses. Upon closing of the contract, the Fund realizes a gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed.

D. Floating Rate Note and Dealer Trusts Obligations Related to Securities Held — The Fund enters into transactions in which it transfers to Dealer Trusts (“Dealer Trusts”), fixed rate bonds in exchange for cash and residual interests in the Dealer Trusts’ assets and cash flows, which are in the form of inverse floating rate investments. The Dealer Trusts fund the purchases of the fixed rate bonds by issuing floating rate notes to third parties and allowing the Fund to retain residual interest in the bonds. The Fund enters into shortfall agreements with the Dealer Trusts which commit the Fund to pay the Dealer Trusts, in certain circumstances, the difference between the liquidation value of the fixed rate bonds held by the Dealer Trusts and the liquidation value of the floating rate notes held by third parties, as well as any shortfalls in interest cash flows. The residual interests held by the Fund (inverse floating rate investments) include the right of the Fund (1) to cause the holders of the floating rate notes to tender their notes at par at the next interest rate reset date, and (2) to transfer the municipal bond from the Dealer Trusts to the Fund, thereby collapsing the Dealer Trusts. The Fund accounts for the transfer of bonds to the Dealer Trusts as secured borrowings, with the securities transferred remaining in the Fund’s investment assets, and the related floating rate notes reflected as Fund liabilities under the caption “floating rate note obligations” on the Statement of Assets and Liabilities. The Fund records the interest income from the fixed rate bonds under the caption “Interest Income” and records the expenses related to floating rate note obligations and any administrative expenses of the Dealer Trusts under the caption “Interest and residual trust expenses” in the Fund’s Statement of Operations. The notes issued by the Dealer Trusts have interest rates that reset weekly and the floating rate note holders have the option to tender their notes to the Dealer Trusts for redemption at par at each reset date. At September 30, 2008, Fund investments with a value of $8,273,652 are held by the Dealer Trusts and serve as collateral for the $6,693,000 in floating rate note obligations outstanding at that date. Contractual maturities of the floating rate note obligations and interest rates in effect at September 30, 2008 are presented in the Portfolio of Investments.

E. Interest Rate Swaps — Interest rate swaps involve the exchange of commitments to pay and receive interest based on a notional principal amount. Net periodic interest payments to be received or paid are accrued daily and are recorded as realized gains or losses in the Statement of Operations.

F. Federal Income Tax Policy — It is the Fund’s policy to comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable and non taxable income to its shareholders. Therefore, no provision for federal income taxes is

Morgan Stanley Municipal Income Opportunities Trust III

Notes to Financial Statements - September 30, 2008 (unaudited) continued

required. The Fund files tax returns with the U.S. Internal Revenue Service, New York State and New York City. The Fund adopted the provisions of the Financial Accounting Standards Board (“FASB”) Interpretation No. 48 (“FIN 48”) Accounting for Uncertainty in Income Taxes, on September 27, 2007. FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. If applicable, the Fund recognizes the interest accrued related to unrecognized tax benefits in interest expense and penalties in other expenses in the Statement of Operations. Each of the tax years in the four year period ended March 31, 2008, remains subject to examination by taxing authorities.

G. Dividends and Distributions to Shareholders — Dividends and distributions to shareholders are recorded on the ex-dividend date.

H. Use of Estimates — The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts and disclosures. Actual results could differ from those estimates.

2. Investment Advisory/Administration Agreements

Pursuant to an Investment Advisory Agreement with Morgan Stanley Investment Advisors Inc. (the “Investment Adviser”) the Fund pays the Investment Adviser an advisory fee, calculated weekly and payable monthly, by applying the annual rate of 0.50% to the Fund’s average weekly net assets.

Pursuant to an Administration Agreement with Morgan Stanley Services Company Inc. (the “Administrator”), an affiliate of the Investment Adviser, the Fund pays an administration fee, calculated weekly and payable monthly, by applying the annual rate of 0.08% to the Fund’s average weekly net assets.

Under an agreement between the Administrator and State Street Bank and Trust Company (“State Street”), State Street provides certain administrative services to the Fund. For such services, the Administrator pays State Street a portion of the fee the Administrator receives from the Fund.

3. Security Transactions and Transactions with Affiliates

The Fund invests in Morgan Stanley Institutional Liquidity Tax-Exempt Portfolio — Institutional Class, an open-end management investment company managed by an affiliate of the Investment Adviser. Investment advisory fees paid by the Fund are reduced by an amount equal to the advisory and administrative service fees paid by Morgan Stanley Institutional Liquidity Tax-Exempt Portfolio — Institutional Class with respect to assets invested by the Fund in Morgan Stanley Institutional Liquidity Tax-Exempt Portfolio — Institutional Class. For the six months ended September 30, 2008, advisory fees paid were reduced by $187 relating to the Fund’s investment in Morgan Stanley Institutional Liquidity Tax-Exempt Portfolio — Institutional Class. Income distributions earned by the Fund are recorded as dividends from affiliate in the Statement of

Morgan Stanley Municipal Income Opportunities Trust III

Notes to Financial Statements - September 30, 2008 (unaudited) continued

Operations and totaled $3,883. During the six months ended September 30, 2008, cost of purchases and sales of Morgan Stanley Institutional Liquidity Tax-Exempt Portfolio — Institutional Class were $6,984,084 and $7,011,902, respectively.

The cost of purchases and proceeds from sales of portfolio securities, excluding short-term investments, for the six months ended September 30, 2008 aggregated $9,574,079 and $9,060,525, respectively. Included in the aforementioned transactions are purchases of $966,594 with other Morgan Stanley funds.

The Fund has an unfunded noncontributory defined benefit pension plan covering certain independent Trustees of the Fund who will have served as independent Trustees for at least five years at the time of retirement. Benefits under this plan are based on factors which include years of service and compensation. The Trustees voted to close the plan to new participants and eliminate the future benefits growth due to increases to compensation after July 31, 2003. Aggregate pension costs for the six months ended September 30, 2008, included in Trustees’ fees and expenses in the Statement of Operations amounted to $2,873. At September 30, 2008, the Fund had an accrued pension liability of $58,407 which is included in accrued expenses in the Statement of Assets and Liabilities.

The Fund has an unfunded Deferred Compensation Plan (the “Compensation Plan”) which allows each independent Trustee to defer payment of all, or a portion, of the fees he or she receives for serving on the Board of Trustees. Each eligible Trustee generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the net asset value of the Fund.

4. Dividends

On October 14, 2008, the Fund declared the following dividends from net investment income:


AMOUNT	RECORD	PAYABLE
PER SHARE	DATE	DATE
$0.0475	October 24, 2008	October 31, 2008
$0.0475	November 21, 2008	November 28, 2008
$0.0475	December 19, 2008	December 26, 2008

Morgan Stanley Municipal Income Opportunities Trust III

Notes to Financial Statements - September 30, 2008 (unaudited) continued

5. Shares of Beneficial Interest

Transactions in shares of beneficial interest were as follows:


							CAPITAL
							PAID IN
				PAR VALUE			EXCESS OF
	SHARES			OF SHARES			PAR VALUE
Balance, March 31, 2007		8,532,857		$	85,329		$	81,316,727
Shares repurchased (weighted average discount 6.84%)^†		(17,000	)		(170	)		(146,982	)
Reclassification due to permanent book/tax differences		—			—			(1,440	)

Balance, March 31, 2008		8,515,857			85,159			81,168,305
Shares repurchased (weighted average discount 9.36%)^†		(6,501	)		(65	)		(48,559	)

Balance, September 30, 2008		8,509,356		$	85,094		$	81,119,746

The Trustees have approved a share repurchase program whereby the Fund may, when appropriate, purchase shares in the open market or in privately negotiated transactions at a price not above market value or net asset value, whichever is lower at the time of purchase.


†		The Trustees have voted to retire the shares purchased.

6. Expense Offset

The expense offset represents a reduction of the fees and expenses for interest earned on cash balances maintained by the Fund with the transfer agent and custodian.

7. Purposes of and Risks Relating to Certain Financial Instruments

The Fund may invest a portion of its assets in inverse floating rate instruments, either through outright purchases of inverse floating rate securities or through the transfer of bonds to a Dealer Trust in exchange for cash and residual interests in the Dealer Trust. These investments are typically used by the Fund in seeking to enhance the yield of the portfolio. These instruments typically involve greater risks than a fixed rate municipal bond. In particular, these instruments are acquired through leverage or may have leverage embedded in them and therefore involve many of the risks associated with leverage. Leverage is a speculative technique that may expose the Fund to greater risk and increased costs. Leverage may cause the Fund’s net asset value to be more volatile than if it had not been leveraged because leverage tends to magnify the effect of any increases or decreases in the value of the Fund’s portfolio securities. The use of leverage may also cause the Fund to liquidate portfolio positions when it may not be advantageous to do so in order to satisfy its obligations with respect to inverse floating rate instruments.

To hedge against adverse interest rate changes, the Fund may invest in financial futures contracts or municipal bond index futures contracts (“futures contracts”).

Morgan Stanley Municipal Income Opportunities Trust III

Notes to Financial Statements - September 30, 2008 (unaudited) continued

These futures contracts involve elements of market risk in excess of the amount reflected in the Statement of Assets and Liabilities. The Fund bears the risk of an unfavorable change in the value of the underlying securities. Risks may also arise upon entering into these contracts from the potential inability of the counterparties to meet the terms of their contracts.

The Fund may enter into interest rate swaps and may purchase or sell interest rate caps, floors and collars. The Fund expects to enter into these transactions primarily to manage interest rate risk, hedge portfolio positions and preserve a return or spread on a particular investment or portion of its portfolio. The Fund may also enter into these transactions to protect against any increase in the price of securities the Fund anticipates purchasing at a later date. Interest rate swap transactions are subject to market risk, risk of default by the other party to the transaction, risk of imperfect correlation and manager risk. Such risks may exceed the related amounts shown in the Statement of Assets and Liabilities.

8. Federal Income Tax Status

The amount of dividends and distributions from net investment income and net realized capital gains are determined in accordance with federal income tax regulations which may differ from generally accepted accounting principles. These “book/tax” differences are either considered temporary or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the capital accounts based on their federal tax-basis treatment; temporary differences do not require reclassification. Dividends and distributions which exceed net investment income and net realized capital gains for tax purposes are reported as distributions of paid-in-capital.

As of March 31, 2008, the Fund had temporary book/tax differences primarily attributable to post-October losses (capital losses incurred after October 31 within the taxable year which are deemed to arise on the first business day of the Fund’s next taxable year) and book amortization of discounts on debt securities.

9. Fair Valuation Measurements

The Fund adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“FAS 157”), effective December 1, 2007. In accordance with FAS 157, fair value is defined as the price that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market the most advantageous market for the investment or liability. FAS 157 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value

Morgan Stanley Municipal Income Opportunities Trust III

Notes to Financial Statements - September 30, 2008 (unaudited) continued

measurements for disclosure purposes. Various inputs are used in determining the value of the Fund’s investments. The inputs are summarized in the three broad levels listed below.


	•	Level 1 — quoted prices in active markets for identical investments

	•	Level 2 — other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

	•	Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used as of September 30, 2008 in valuing the Fund’s investments carried at value:

FAIR VALUE MEASUREMENTS AT SEPTEMBER 30, 2008 USING

QUOTED PRICES IN

SIGNIFICANT

ACTIVE MARKET FOR

OTHER OBSERVABLE

UNOBSERVABLE

IDENTICAL ASSETS

INPUTS

TOTAL

(LEVEL 1)

(LEVEL 2)

(LEVEL 3)

Investments in Securities

68,283,780

580,068

$67,703,712

—

10. Accounting Pronouncement

On March 19, 2008, FASB released Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB statement No. 133 (“SFAS 161”). SFAS 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. The application of SFAS 161 is required for fiscal years beginning after November 15, 2008 and interim periods within those fiscal years. At this time, management is evaluating the implications of SFAS 161 and its impact on the financial statements has not been determined.

11. Subsequent Event

Subsequent to September 30, 2008, conditions in the worldwide debt and equity markets have deteriorated significantly. These conditions have had a negative effect on the market value of the Fund’s investments since September 30, 2008.

Morgan Stanley Municipal Income Opportunities Trust III

Financial Highlights

Selected ratios and per share data for a share of beneficial interest outstanding throughout each period:


	FOR THE SIX
	MONTHS ENDED			FOR THE YEAR ENDED MARCH 31,
	SEPTEMBER 30, 2008			2008			2007			2006			2005			2004
	(unaudited)

Selected Per Share Data:
Net asset value, beginning of period		$8.80			$10.08			$9.77			$9.51			$9.39			$9.33

Income (loss) from investment operations:
Net investment income⁽¹⁾		0.27			0.52			0.52			0.55			0.53			0.52
Net realized and unrealized gain (loss)		(0.66	)		(1.26	)		0.34			0.22			0.10			0.09

Total income (loss) from investment operations		(0.39	)		(0.74	)		0.86			0.77			0.63			0.61

Less dividends from net investment income		(0.27	)		(0.54	)		(0.55	)		(0.53	)		(0.53	)		(0.56	)

Anti-dilutive effect of acquiring treasury shares⁽¹⁾		0.00	⁽⁵⁾		0.00	⁽⁵⁾		0.00	⁽⁵⁾		0.02			0.02			0.01

Net asset value, end of period		$8.14			$8.80			$10.08			$9.77			$9.51			$9.39

Market value, end of period		$6.93			$8.96			$10.21			$9.60			$8.27			$8.92

Total Return⁽²⁾		(20.21	)%⁽⁶⁾		(7.06	)%		12.42	%		22.84	%		(1.27	)%		10.00	%
Ratios to Average Net Assets:
Total expenses (before expense offset)		1.04	%⁽⁴⁾⁽⁷⁾		1.02	%⁽³⁾⁽⁴⁾		0.82	%⁽³⁾		0.79	%⁽³⁾		0.93	%⁽³⁾		1.02	%⁽³⁾
Total expenses (before expense offset, exclusive of interest and residual trust expenses)		0.80	%⁽⁴⁾⁽⁷⁾		0.79	%⁽³⁾⁽⁴⁾		0.79	%⁽³⁾		0.79	%⁽³⁾		0.93	%⁽³⁾		1.02	%⁽³⁾
Net investment income.		6.10	%⁽⁴⁾⁽⁷⁾		5.48	%⁽³⁾⁽⁴⁾		5.25	%⁽³⁾		5.74	%⁽³⁾		5.68	%⁽³⁾		5.59	%⁽³⁾
Supplemental Data:
Net assets, end of period, in thousands		$69,292			$74,982			$86,012			$83,797			$84,380			$85,549
Portfolio turnover rate		11	%⁽⁶⁾		30	%		28	%		20	%		17	%		12	%


(1)		The per share amounts were computed using an average number of shares outstanding during the period.
(2)		Total return is based upon the current market value on the last day of each period reported. Dividends and distributions are assumed to be reinvested at the prices obtained under the Fund’s dividend reinvestment plan. Total return does not reflect brokerage commissions.
(3)		Does not reflect the effect of expense offset of 0.01%.
(4)		Reflects rebate of certain Fund expenses in connection with the investments in Morgan Stanley Institutional Liquidity Tax-Exempt Portfolio — Institutional Class during the period. The rebate had an effect of less than 0.005%.
(5)		Includes anti-dilutive effect of acquiring treasury shares of less than $0.01.
(6)		Not annualized.
(7)		Annualized.

See Notes to Financial Statements

Morgan Stanley Municipal Income Opportunities Trust III

Morgan Stanley Advisor Closed-End Funds
An Important Notice Concerning Our U.S. Privacy Policy (unaudited)

We are required by federal law to provide you with a copy of our Privacy Policy annually.

The following Policy applies to current and former individual investors in Morgan Stanley Advisor closed-end funds. This Policy is not applicable to partnerships, corporations, trusts or other non-individual clients or account holders. Please note that we may amend this Policy at any time, and will inform you of any changes to this Policy as required by law.

We Respect Your Privacy

We appreciate that you have provided us with your personal financial information. We strive to maintain the privacy of such information while we help you achieve your financial objectives. This Policy describes what non-public personal information we collect about you, why we collect it, and when we may share it with others. We hope this Policy will help you understand how we collect and share non-public personal information that we gather about you. Throughout this Policy, we refer to the non-public information that personally identifies you or your accounts as “personal information.”


1.	What Personal Information Do We Collect About You?

To serve you better and manage our business, it is important that we collect and maintain accurate information about you. We may obtain this information from applications and other forms you submit to us, from your dealings with us, from consumer reporting agencies, from our Web sites and from third parties and other sources.

For example:


•	We may collect information such as your name, address, e-mail address, telephone/fax numbers, assets, income and investment objectives through applications and other forms you submit to us.

•	We may obtain information about account balances, your use of account(s) and the types of products and services you prefer to receive from us through your dealings and transactions with us and other sources.

•	We may obtain information about your creditworthiness and credit history from consumer reporting agencies.

•	We may collect background information from and through third-party vendors to verify representations you have made and to comply with various regulatory requirements.

•	If you interact with us through our public and private Web sites, we may collect information that you provide directly through online communications (such as an e-mail address). We may also collect information about your Internet service provider, your domain name, your computer’s operating system and Web browser, your use of our Web sites and your product and service preferences, through the use of “cookies.” “Cookies” recognize your computer each time you return to one of our sites, and help to improve our sites’

Morgan Stanley Municipal Income Opportunities Trust III

Morgan Stanley Advisor Closed-End Funds
An Important Notice Concerning Our U.S. Privacy Policy (unaudited) continued

content and personalize your experience on our sites by, for example, suggesting offerings that may interest you. Please consult the Terms of Use of these sites for more details on our use of cookies.


2.	When Do We Disclose Personal Information We Collect About You?

To provide you with the products and services you request, to serve you better and to manage our business, we may disclose personal information we collect about you to our affiliated companies and to non-affiliated third parties as required or permitted by law.

A. Information We Disclose to Our Affiliated Companies. We do not disclose personal information that we collect about you to our affiliated companies except to enable them to provide services on our behalf or as otherwise required or permitted by law.

B. Information We Disclose to Third Parties. We do not disclose personal information that we collect about you to non-affiliated third parties except to enable them to provide services on our behalf, to perform joint marketing agreements with other financial institutions, or as otherwise required or permitted by law. For example, some instances where we may disclose information about you to non-affiliated third parties include: for servicing and processing transactions, to offer our own products and services, to protect against fraud, for institutional risk control, to respond to judicial process or to perform services on our behalf. When we share personal information with these companies, they are required to limit their use of personal information to the particular purpose for which it was shared and they are not allowed to share personal information with others except to fulfill that limited purpose.


3.	How Do We Protect the Security and Confidentiality of Personal Information We Collect About You?

We maintain physical, electronic and procedural security measures to help safeguard the personal information we collect about you. We have internal policies governing the proper handling of client information. Third parties that provide support or marketing services on our behalf may also receive personal information, and we require them to adhere to confidentiality standards with respect to such information.

Trustees

Frank L. Bowman

Michael Bozic

Kathleen A. Dennis

James F. Higgins

Dr. Manuel H. Johnson

Joseph J. Kearns

Michael F. Klein

Michael E. Nugent

W. Allen Reed

Fergus Reid

Officers

Michael E. Nugent

Chairperson of the Board

Randy Takian

President and Principal Executive Officer

Kevin Klingert

Vice President

Dennis F. Shea

Vice President

Amy R. Doberman

Vice President

Carsten Otto

Chief Compliance Officer

Stefanie V. Chang Yu

Vice President

Francis J. Smith

Treasurer and Chief Financial Officer

Mary E. Mullin

Secretary

Transfer Agent

Computershare Trust Company, N.A.

P.O. Box 43078

Providence, RI 02940-3078

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

Two World Financial Center

New York, New York 10281

Legal Counsel

Clifford Chance US LLP

31 West 52nd Street

New York, New York 10019

Counsel to the Independent Trustees

Kramer Levin Naftalis & Frankel LLP

1177 Avenue of the Americas

New York, New York 10036

Investment Adviser

Morgan Stanley Investment Advisors Inc.

522 Fifth Avenue

New York, New York 10036

The financial statements included herein have been taken from the records of the Fund without examination by the independent auditors and accordingly they do not express an opinion thereon.

INVESTMENT MANAGEMENT

Morgan Stanley

Municipal Income

Opportunities Trust III

NYSE: OIC

Semiannual
Report

September 30, 2008

OICSAN

IU08-05812P-Y09/08

Item 9. Closed-End Fund Repurchases

REGISTRANT PURCHASE OF EQUITY SECURITIES

(d) Maximum

Number (or

Number of

Approximate

Shares (or

Dollar Value)

Units)

of Shares (or

(a) Total

Purchased as

Units) that May

Number of

Part of Publicly

Yet Be

Shares (or

(b) Average

Announced

Purchased

Units)

Price Paid per

Plans or

Under the Plans

Period

Purchased

Share (or Unit)

Programs

or Programs

April 1, 2008

N/A

April 30, 2008

May 1, 2008 —

N/A

May 31, 20008

June 1, 2008 —

N/A

June 30, 2008

July 1, 2008 —

N/A

July 31, 2008

August 1, 2008 —

N/A

August 31, 2008

September 1, 2008 —

6,501

7.5248

N/A

September 30, 2008

Total

6,501

7.5248

N/A

Item 10. Submission of Matters to a Vote of Security Holders

Not applicable.

Item 11. Controls and Procedures

(a) The Trust’s/Fund’s principal executive officer and principal financial officer have concluded that the Trust’s/Fund’s disclosure controls and procedures are sufficient to ensure that information required to be disclosed by the Trust/Fund in this Form N-CSR

was recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, based upon such officers’ evaluation of these controls and procedures as of a date within 90 days of the filing date of the report.

(b) There were no changes in the registrant’s internal control over financial reporting that
occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Exhibits

(a) Code of Ethics – Not applicable for semiannual reports.

(b) A separate certification for each principal executive officer and principal financial officer of the registrant are attached hereto as part of EX-99.CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Morgan Stanley Municipal Income Opportunities Trust III


/s/ Randy Takian Randy Takian
Principal Executive Officer
November 18, 2008

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


/s/ Randy Takian Ronald E. Robison
Principal Executive Officer
November 18, 2008


/s/ Francis Smith Francis Smith
Principal Financial Officer
November 18, 2008


522 Fifth Avenue, New York, New York		10036
(Address of principal executive offices)		(Zip code)