EX-99.77B ACCT LTTR

INDEPENDENT AUDITORS' REPORT

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

In planning and performing our audit of the financial
statements of Morgan Stanley Quality Municipal Income
Trust (the "Trust"), formerly Morgan Stanley Dean Witter
 Quality Municipal Income Trust, for the year ended
October 31, 2001 (on which we have issued our report
dated December 20, 2001), 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 Trust's
internal control.

The management of the Trust 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 Trust's internal control would no
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 Trust's internal control
and its operation, including controls for safeguarding
securities, that we consider to be material weaknesses
as defined above as of October 31, 2001.

This report is intended solely for the information and use
of management, the Board of Trustees and Shareholders of
Morgan Stanley Quality Municipal 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
December 20, 2001

EX-99.77O RULE 10F-3

Morgan Stanley Quality Municipal Income Trust
Item 77(o) 10f-3 Transactions
April 1, 2001 - September 30, 2001


Security
Date of
Purchas
e
Price
Of Shares
Shares
Purchased
% of
Assets
Total
Issued
Purchas
ed
By Fund
Broker

New York
City, NY
Wtr Fin
Auth Ser
2001 B
(Aa2/AA)
8/3/01
$98.041
20,000,000


2.95%


$218,035,000
9.17%

Paine
Webber

F:\legal\msdata\paraleg\10f-3\quality muni income trust

EX-99.77Q1 OTHR EXHB

CERTIFICATE


	The undersigned hereby certifies that he is the
Secretary of Morgan Stanley Dean Witter Quality Municipal
Income Trust (the "Trust"), an unincorporated business trust
organized under the laws of the Commonwealth of
Massachusetts, that annexed hereto is an Amendment to the
Declaration of Trust of the Trust adopted by the Trustees of
the Trust on April 26, 2001 as provided in Section 8.3 of the
said Declaration, said Amendment to take effect on December
20, 2001, and I do hereby further certify that such amendment
has not been amended and is on the date hereof in full force
and effect.

	Dated this 20th day of December, 2001.




					       /s/ Barry Fink
						Barry Fink
						Secretary













AMENDMENT





Dated:			December 20, 2001

To be Effective:	December 20, 2001





TO
MORGAN STANLEY DEAN WITTER
QUALITY MUNICIPAL INCOME TRUST
DECLARATION OF TRUST
DATED
MARCH 12, 1992


Amendment dated December 20, 2001 to the Declaration of
Trust
(the "Declaration") of Morgan Stanley Dean Witter Quality
Municipal Income Trust
(the "Trust") dated March 12, 1992


	WHEREAS, the Trust was established by the Declaration
on the date hereinabove set forth under the laws of the
Commonwealth of Massachusetts; and

	WHEREAS, the Trustees of the Trust have deemed it
advisable to change the name of the Trust to "Morgan
Stanley Quality Municipal Income Trust," such change to be
effective on December 20, 2001;

NOW, THEREFORE:

	1.  Section 1.1 of Article I of the Declaration is
hereby amended so that that Section shall read in its
entirety as follows:

"Section 1.1. Name.  The name of the Trust
created hereby is the Morgan Stanley Quality
Municipal Income Trust and so far as may be
practicable the Trustees shall conduct the
Trust's activities, execute all documents and sue
or be sued under that name, which name (and the
word "Trust" whenever herein used) shall refer to
the Trustees as Trustees, and not as individuals,
or personally, and shall not refer to the
officers, agents, employees or Shareholders of
the Trust.  Should the Trustees determine that
the use of such name is not advisable, they may
use such other name for the Trust as they deem
proper and the Trust may hold its property and
conduct its activities under such other name."

	2.  Subsection (r) of Section 1.2 of Article I of the
Declaration is hereby amended so that that Subsection shall
read in its entirety as follows:

"Section 1.2. Definitions.

"(r)  "Trust" means the Morgan Stanley Quality
Municipal Income Trust."

	3.  Section 10.7 of Article X of the Declaration is
hereby amended so that that Section shall read as follows:

"Section 10.7. Use of the name "Morgan Stanley."
Morgan Stanley Dean Witter & Co. ("MSDW") has
consented to the use by the Trust of the
identifying name "Morgan Stanley," which is a
property right of MSDW.  The Trust will only use
the name "Morgan Stanley" as a component of its
name and for no other purpose, and will not
purport to grant to any third party the right to
use the name "Morgan Stanley" for any purpose.
MSDW, or any corporate affiliate of MSDW, may use
or grant to others the right to use the name
"Morgan Stanley," or any combination or
abbreviation thereof, as all or a portion of a
corporate or business name or for any commercial
purpose, including a grant of such right to any
other investment company.  At the request of MSDW
or any corporate affiliate of MSDW, the Trust
will take such action as may be required to
provide its consent to the use of the name
"Morgan Stanley," or any combination or
abbreviation thereof, by MSDW or any corporate
affiliate of MSDW, or by any person to whom MSDW
or a corporate affiliate of MSDW shall have
granted the right to such use.  Upon the
termination of any investment advisory agreement
into which a corporate affiliate of MSDW and the
Trust may enter, the Trust shall, upon request of
MSDW or any corporate affiliate of MSDW, cease to
use the name "Morgan Stanley" as a component of
its name, and shall not use the name, or any
combination or abbreviation thereof, as part of
its name or for any other commercial purpose, and
shall cause its officers, Trustees and
Shareholders to take any and all actions which
MSDW or any corporate affiliate of MSDW may
request to effect the foregoing and to reconvey
to MSDW any and all rights to such name."

	4. The Trustees of the Trust hereby reaffirm the
Declaration, as amended, in all respects.

	5.  This Amendment may be executed in more than one
counterpart, each of which shall be deemed an original, but
all of which together shall constitute one and the same
document.



  IN WITNESS WHEREOF, the undersigned, the Trustees of the Trust, have
executed this instrument this 20th day of December, 2001.



/s/ Michael Bozic
Michael Bozic, as Trustee
and not individually
c/o Mayer, Brown & Platt
Counsel to the Independent Trustees
1675 Broadway
New York, NY 10019



/s/ Charles A. Fiumefreddo
Charles A. Fiumefreddo, as Trustee
and not individually
c/o Morgan Stanley Dean Witter Trust FSB
Harborside Financial Center, Plaza Two
Jersey City, NJ 07311

/s/ Edwin J. Garn
Edwin J. Garn, as Trustee
and not individually
c/o Summit Ventures LLC
1 Utah Center
201 S. Main Street
Salt Lake City, UT 84111

/s/ Wayne E. Hedien
Wayne E. Hedien, as Trustee
and not individually
c/o Mayer, Brown & Platt
Counsel to the Independent Trustees
1675 Broadway
New York, NY 10019



/s/ James F. Higgins
James F. Higgins, as Trustee
and not individually
c/o Morgan Stanley Dean Witter Trust FSB
Harborside Financial Center, Plaza Two
Jersey City, NJ 07311
/s/ Manuel H. Johnson
Manuel H. Johnson, as Trustee
and not individually
c/o Johnson Smick International Inc.
1133 Connecticut Avenue, NW
Washington, D.C.  20036




/s/ Michael E. Nugent
Michael E. Nugent, as Trustee
and not individually
c/o Triumph Capital, L.P.
237 Park Avenue
New York, NY  10017



/s/ Philip J. Purcell
Philip J. Purcell, as Trustee
and not individually
1585 Broadway
New York, NY  10036
/s/ John L Schroeder
John L. Schroeder, as Trustee
and not individually
c/o Mayer, Brown & Platt
Counsel to the Independent Trustees
1675 Broadway
New York, NY 10019




	STATE OF NEW YORK	)
			)ss.:
	COUNTY OF NEW YORK	)


	On this 20th day of December, 2001, MICHAEL BOZIC,
CHARLES A. FIUMEFREDDO, EDWIN J. GARN, JAMES F. HIGGINS,
WAYNE E. HEDIEN, MANUEL H. JOHNSON, MICHAEL E. NUGENT,
PHILIP J. PURCELL and JOHN L. SCHROEDER, known to me to
be the individuals described in and who executed the
foregoing instrument, personally appeared before me and
they severally acknowledged the foregoing instrument to
be their free act and deed.





							/s/ Rosemarie Costagliola
							Notary Public


	Rosemarie Costagliola
	NOTARY PUBLIC, State of New York
	No. 01CO6016161
	Qualified in New York County
	Commission Expires November 9, 2002