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