N-CSR 1 file001.htm ANNUAL REPORT




                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549

                                   FORM N-CSR

                   CERTIFIED SHAREHOLDER REPORT OF REGISTERED
                         MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-06591

Morgan Stanley Quality Municipal Income Trust
               (Exact name of registrant as specified in charter)

1221 Avenue of the Americas, New York, New York 10020
       (Address of principal executive offices)                     (Zip code)

Ronald E. Robison
1221 Avenue of the Americas, New York, New York 10020
                     (Name and address of agent for service)

Registrant's telephone number, including area code: 212-762-4000

Date of fiscal year end: October 31, 2003

Date of reporting period: October 31, 2003


Item 1 - Report to Shareholders

Welcome, Shareholder:

In this report, you'll learn about how your investment in Morgan Stanley Quality Municipal Income Trust performed during the annual 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 Trust's financial statements and a list of Trust investments.

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



	Fund Report
	For the year ended October 31, 2003

Market Conditions

Over the past 12 months the tone of the U.S. economy shifted from weak to accelerating growth culminating in 8.2 percent GDP growth in the third quarter of 2003. One of the most closely watched economic indicators, employment strength, was in negative territory for much of the period. Repeated comments from government and private sector economists suggesting that the U.S. economy might be entering a deflationary period also weighed heavily on investors during much of the year. At the same time, ongoing budgetary and fiscal difficulties at the state and local levels contributed to ratings downgrades for many municipal bonds. The Federal Reserve Board attempted to allay these fears and keep the economy moving forward by cutting the federal funds target rate twice to a level of 1.0 percent.

The uncertain economic climate had an effect on the municipal bond market. While yields on intermediate- and long-term bonds ended the period roughly where they began, the road between those two points was decidedly bumpy. The 12-month period can be divided into two distinct market environments. The first, which lasted from October 2002 to mid-June 2003, saw municipal yields fall by roughly 75 basis points to levels not seen since the late 1960s. Plummeting yields led to a surge in issuance as municipalities moved to lock in new low financing rates and, in the case of older bonds, low refinancing costs. Record levels of supply met with strong demand by investors in search of tax-exempt income to offset low money market rates. Also, the relatively attractive yield of municipal bonds versus Treasuries created demand from institutional taxable investors who "crossed-over" to purchase municipals.

The municipal market reversed abruptly in mid-June, when yields began to climb from their lows and investors shifted their attention to the improving equity market. Participation from cross-over investors also evaporated as taxable yields rose faster than those of tax-exempts. Issuance remained strong through July, but declined over the last three months as yields rose. These forces combined to push municipal-bond yields above their historic lows, ending the fiscal year near where they began.

Performance Analysis

The net asset value (NAV) of Morgan Stanley Quality Municipal Income Trust (IQI) decreased from $15.60 to $15.54 per share for the fiscal year ended October 31, 2003. Based on this change plus the reinvestment of tax-free dividends totaling $0.8975 per share, a short-term capital gain distribution of $0.0115 per share and a long-term capital gain distribution of $0.2898 per share, the Trust's total NAV return was 8.39 percent. IQI's value on the New York Stock Exchange (NYSE) increased from $13.91 to $14.55 per share during the same period. Based on this change plus the reinvestment of tax-free dividends and distributions, the Trust's total market return was 13.82 percent. On October 31, 2003, IQI's NYSE market price was at a 6.37 percent discount to its NAV. Past performance is no guarantee of future results.

Monthly dividends for the fourth quarter of 2003 were declared in September. Beginning with the October payment the monthly payment was decreased from $0.075 to $0.0725 per share. The new dividend reflects the level of the Trust's undistributed net investment income and projected earnings power. The Trust's level of undistributed net investment income was $0.132 per share on October 31, 2003, versus $0.166 per share as of October 31, 2002.

From a strategic point of view, with interest rates at multi-decade lows, we also became increasingly concerned that the next significant shift in interest rates might be upward. As a result, we began to establish a hedge position by selling Treasury futures to reduce the portfolio's duration (a measure of interest rate sensitivity). This allowed us to maintain an average maturity target range of 20 years in order to take advantage of the steepness of the municipal yield curve. Nevertheless, market yields on new investments were lower than the book yields on portfolio holdings called for redemption. The portfolio's duration adjusted for leverage was 11.8 years. We continued to emphasize revenue bonds in sectors tied to reliable income streams from essential services such as municipal electric, transportation and water and sewer. As of October 31, 2003 the Trust's net assets, including preferred shares, of $638 million were diversified across 104 credits in 13 long-term sectors.

As discussed in previous reports, the total income available for distribution to holders of common shares includes incremental income provided by the Trust's outstanding Auction Rate Preferred Shares (ARPS). ARPS dividends reflect prevailing interest rates on maturities normally ranging from one week to two years. Incremental income to holders of common shares depends on two factors. The first is the amount of ARPS outstanding, the second the spread between the portfolio's cost yield and its ARPS expenses (ARPS auction rate and expenses). The greater the spread and the amount of ARPS outstanding, the greater the amount of incremental income available for distribution to holders of common shares. The level of net investment income available for distribution varies with the level of short-term interest rates. ARPS leverage also increases the price volatility of common shares and has the effect of extending portfolio duration.

During the 12-month period, ARPS leverage contributed approximately $0.19 per share to common share earnings. The Trust has five ARPS series totaling $208 million and representing 33 percent of net assets, including preferred shares. All five series are currently in two-year auction modes with maturities ranging from January 2004 to September 2005. The yields range from 1.60 to 2.55 percent.

The Trust'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 Trust's shares. In addition, we would like to remind you that the Trustees have approved a procedure whereby the Trust 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 Trust may also utilize

procedures to reduce or eliminate the amount of outstanding ARPS, including their purchase in the open market or in privately negotiated transactions. During the 12-month period ended October 31, 2003, the Trust purchased and retired 1,171,100 shares of common stock at a weighted average market discount of 8.23 percent.


LARGEST SECTORS
Water & Sewer	24.7	%
Transportation	17.2
General Obligation	14.0
Electric	12.0
Refunded	6.8


CREDIT ANALYSIS
Aaa/AAA	68.4	%
Aa/AA	20.7
A/A	6.7
Baa/BBB	3.2
Ba/BB	1.0

Subject to change daily. Largest sectors and credit analysis are as a percentage of total long-term investments. Provided for informational purposes only and should not be deemed as a recommendation to buy or sell the securities mentioned. Morgan Stanley is a full-service firm engaged in securities trading and brokerage activities, investment banking, research and analysis, financing and financial advisory services.

Results of Annual Shareholder Meeting

On October 29, 2003, an annual meeting of the Trust's shareholders was held for the purpose of voting on the following matters, the results of which were as follows:

(1) Election of Trustees:


Wayne E. Hedien
For:					21,306,961
Withheld:					492,240
Joseph J. Kearns
For:					21,303,061
Withheld:					496,140
Fergus Reid
For:					21,293,817
Withheld:					505,384

(2) Election of Trustee by preferred shareholders:

The following Trustees were not standing for reelection at this meeting: Michael Bozic, Charles A. Fiumefreddo, Edwin J. Garn, James F. Higgins, Michael E. Nugent and Philip J. Purcell.



	Distribution by Maturity
	(% of Long-Term Portfolio)

Weighted Average Maturity: 19 Years

Portfolio structure is subject to change.

Geographic Summary of Investments
Based on Market Value as a Percent of Total Investments


Alabama	1.1	%
Alaska	0.5
Arizona	5.0
California	5.5
Colorado	2.4
Connecticut	0.3
Florida	3.5
Georgia	4.1
Hawaii	3.3
Idaho	1.5	%
Illinois	6.0
Indiana	4.3
Kansas	0.5
Kentucky	1.3
Maine	0.6
Maryland	1.6
Massachusetts	4.9
Michigan	1.3
Minnesota	2.1	%
Missouri	2.8
Montana	0.9
Nevada	1.8
New Jersey	5.6
New Mexico	1.0
New York	11.3
North Carolina	0.7
Ohio	0.8
Pennsylvania	4.3	%
South Carolina	4.4
South Dakota	0.8
Texas	12.0
Virginia	0.4
Washington	3.4


Total	100.0	%



	Call and Cost (Book) Yield Structure

Years Bonds Callable — Weighted Average Call Protection: 8 Years

(Based on Long-Term Portfolio) As of 10/31/03

Cost (Book) Yield^(b) — Weighted Average Book Yield: 5.2%

(Based on Long-Term Portfolio) As of 10/31/03

(a)

May include issues callable in previous years.

(b)

Cost or "book" yield is the annual income earned on a portfolio investment based on its original purchase price before the Trust's operating expenses. For example, the Trust is earning a book yield of 6.7% on 9% of the long-term portfolio that is callable in 2003. Portfolio structure is subject to change.

Morgan Stanley Quality Municipal Income Trust

Portfolio of Investments October 31, 2003


PRINCIPAL AMOUNT IN THOUSANDS			COUPON RATE			MATURITY DATE		VALUE
		Tax-Exempt Municipal Bonds (141.0%)
		General Obligation (19.7%)
$	5,000	California, Various Purpose dtd 05/01/03	5.25 %				02/01/19	$	5,161,400
	2,700	Adams & Arapahoe Counties Joint School District No 32, Colorado, Ser 2003A (FSA)		5.125			12/01/21		2,829,222
	3,500	Denver School District No 1, Colorado, Ser 1999 (FGIC)		5.25			12/01/16		3,807,965
	2,000	Connecticut, 2002 Ser B		5.50			06/15/20		2,178,800
	5,000	Florida State Board of Education, Refg 2002 Ser C (MBIA)		5.00			06/01/20		5,192,699
		Hawaii,
	5,000	1992 Ser BZ		6.00			10/01/10		5,868,100
	8,000	1992 Ser BZ		6.00			10/01/11		9,388,560
	5,000	Honolulu City & County, Hawaii, RITES (MBIA)		7.77	‡		03/01/26		5,342,300
	10,000	Chicago, Illinois, Neighborhoods Alive 21 Ser 2001 A (FGIC)		5.50			01/01/36		10,442,300
	4,000	Cook County, Illinois, Ser 1992 C (FGIC)		6.00			11/15/09		4,689,360
	6,000	Illinois, First Ser 2002 (MBIA)		5.375			07/01/20		6,408,480
		Pennsylvania,
	5,000	RITES PA - 1112 A (MBIA)		8.481	‡		01/01/18		5,563,900
	5,000	RITES PA - 1112 B (MBIA)		8.481	‡		01/01/19		5,478,800
	2,000	Houston, Texas, Refg Ser 2000 (FSA)		5.75			03/01/18		2,241,560
	5,000	Houston Independent School District, Texas, Refg Ser 1999 A (PSF)		5.25			02/15/18		5,321,050
	5,000	Northside Independent School District, Texas, Bldg & Refg Ser 2001 (PSF)		5.00			02/15/26		5,014,750
	78,200								84,929,246
		Educational Facilities Revenue (3.5%)
		Arizona Board of Regents,
	1,650	University of Arizona Ser 2001 A COPs (Ambac)		5.50			06/01/15		1,832,111
	1,740	University of Arizona Ser 2001 A COPs (Ambac)		5.50			06/01/16		1,928,703
	1,835	University of Arizona Ser 2001 A COPs (Ambac)		5.50			06/01/17		2,023,840
	940	University of Arizona Ser 2001 A COPs (Ambac)		5.50			06/01/18		1,032,280
	4,000	Massachusetts Health & Educational Facilities Authority Brandeis University 1998 Ser I (MBIA)		4.75			10/01/28		3,927,040
	2,000	Ohio State University, General Receipts Ser 2002 A		5.125			12/01/31		2,034,780
	2,000	Pennsylvania State University, Refg Ser 2002		5.25			08/15/14		2,237,680
	14,165								15,016,434
		Electric Revenue (16.9%)
	6,000	Salt River Project Agricultural Improvement & Power District, Arizona, 2002 Ser B		5.00			01/01/31		6,047,880
	5,000	California Department of Water Resources, Power Supply Ser 2002 A		5.75			05/01/17		5,456,850

See Notes to Financial Statements

Morgan Stanley Quality Municipal Income Trust

Portfolio of Investments October 31, 2003 continued


PRINCIPAL AMOUNT IN THOUSANDS			COUPON RATE			MATURITY DATE		VALUE
$	3,300	Jacksonville Electric Authority, Florida, St Johns Power Park Refg Issue 2 Ser 17		5.00	%		10/01/18	$	3,422,100
	2,000	Orlando Utilities Commission, Florida, Water & Electric Ser 2001		5.25			10/01/19		2,133,320
	370	Municipal Electric Authority of Georgia, Power 1992 Ser B (Secondary MBIA)		6.375			01/01/16		378,891
	2,000	Western Minnesota Municipal Power Agency, 2003 Ser A (MBIA)		5.00			01/01/30		2,018,900
		Long Island Power Authority, New York,
	4,000	Ser 2003 B		5.25			06/01/13		4,292,480
	10,000	Ser 2000 A (FSA)††		0.00			06/01/16		5,818,700
	5,325	Ser 2003 C		5.50			09/01/19		5,648,387
		South Carolina Public Service Authority,
	5,000	Refg Ser 2002 D (FSA)		5.00			01/01/20		5,182,000
	3,700	Refg Ser 2003 (Ambac)		5.00			01/01/20		3,840,563
	7,000	Refg Ser 2003 A (Ambac)		5.00			01/01/22		7,177,590
	7,000	Energy Northwest, Washington, Columbia Refg Ser 2001 C (MBIA)		5.75			07/01/18		7,770,210
		Grant County Public Utility District #2, Washington,
	5,000	Electric Refg Ser 2001 H (FSA)		5.375			01/01/18		5,352,350
	8,220	Priest Rapids Hydro Second Ser 1992 A		5.00			01/01/23		8,220,000
	73,915								72,760,221
		Hospital Revenue (6.7%)
	3,500	Birmingham-Carraway Special Care Facilities Financing Authority, Alabama, Carraway Methodist Hlth Ser 1995 A (Connie Lee)		5.875			08/15/15		3,799,390
		Maryland Health & Higher Educational Facilities Authority,
	5,000	University of Maryland Medical Ser 2001		5.25			07/01/28		5,005,850
	1,500	University of Maryland Medical Ser 2002		6.00			07/01/32		1,572,075
	3,000	Lorain County, Ohio, Catholic Healthcare Partners Ser 2001 A		5.625			10/01/17		3,196,170
	3,000	Philadelphia Hospitals & Higher Education Facilities Authority, Pennsylvania, Chestnut Hill Hospital Ser 1992		6.375			11/15/11		3,015,810
	7,000	South Carolina Jobs-Economic Development Authority, Bon Secours Health Ser 2002 A		5.625			11/15/30		7,056,490
	5,000	South Dakota Health & Educational Facilities Authority, Queen of Peace Hospital Ser 1992 (MBIA)		6.70			07/01/17		5,199,750
	28,000								28,845,535

See Notes to Financial Statements

Morgan Stanley Quality Municipal Income Trust

Portfolio of Investments October 31, 2003 continued


PRINCIPAL AMOUNT IN THOUSANDS			COUPON RATE			MATURITY DATE		VALUE
		Industrial Development/Pollution Control Revenue (6.2%)
$	6,000	California Pollution Control Financing Authority, Keller Canyon Landfill Co/Browning-Ferris Industries Inc Ser 1992 (AMT)		6.875	%		11/01/27	$	5,981,820
	5,000	Michigan Strategic Fund, Detroit Edison Co Ser 2001 C (AMT)		5.65			09/01/29		5,094,550
		Brazos River Authority, Texas,
	10,000	Houston Lighting & Power Co Ser 1992 B (MBIA)		6.375			04/01/12		10,341,500
	3,000	TXU Electric Refg Ser 1999 C (AMT)		7.70			04/01/32		3,331,740
	2,000	Sabine River Authority, Texas, TXU Electric Co Refg Ser 2001 B (AMT) (Mandatory Tender 11/01/11)		5.75			05/01/30		2,089,860
	26,000								26,839,470
		Mortgage Revenue – Multi-Family (4.0%)
	7,000	Illinois Housing Development Authority, Ser I		6.625			09/01/12		7,075,040
		Missouri Housing Development Commission,
	4,530	Federally Insured Mortgage Loans Refg Ser 11/15/92		6.50			07/01/16		4,531,495
	5,715	Federally Insured Mortgage Loans Refg Ser 11/15/92		6.60			07/01/24		5,716,943
	17,245								17,323,478
		Mortgage Revenue – Single Family (4.5%)
	665	Idaho Housing Agency, 1992 Ser E (AMT)		6.75			07/01/12		670,466
	5,565	Idaho Housing & Finance Association, 2000 Ser E (AMT)		6.00			01/01/32		5,806,298
	745	Missouri Housing Development Commission, Homeownership Ser 2000 B-1 (AMT)		6.25			03/01/31		779,330
	5,605	Montana Board of Housing, 2000 Ser B (AMT)		6.00			12/01/29		5,801,511
	6,110	New Jersey Housing Mortgage Finance Agency, Home Buyer Ser 2000 CC (AMT) (MBIA)		5.875			10/01/31		6,361,122
	18,690								19,418,727
		Public Facilities Revenue (8.1%)
	4,000	Arizona School Facilities Board, Ser 2003 A COPs (MBIA)		5.25			09/01/17		4,337,400
	5,000	Phoenix Industrial Development Authority, Arizona, Capital Mall LLC Ser 2000 (Ambac)		5.50			09/15/27		5,316,950
	2,000	Sacramento Financing Authority, California, City Hall 2002 Ser A (FSA)		5.00			12/01/32		2,010,360
	3,000	Broward County School Board, Florida, Ser 2001 A COPs (FSA)		5.00			07/01/26		3,025,440
	4,000	Orange County School Board, Florida, Ser 2001 A COPs (Ambac)		5.25			08/01/14		4,412,840
	1,400	Marion County Convention & Recreational Facilities Authority, Indiana, Refg Ser 2003 A (Ambac)		5.00			06/01/21		1,433,138
	2,655	Kentucky State Property & Buildings Commission, Project # 79 (MBIA)		5.00			10/01/22		2,728,066

See Notes to Financial Statements

Morgan Stanley Quality Municipal Income Trust

Portfolio of Investments October 31, 2003 continued


PRINCIPAL AMOUNT IN THOUSANDS			COUPON RATE			MATURITY DATE		VALUE
$	5,000	Kansas City School District, Missouri, Elementary School Refg Ser 2003 B (FGIC)		5.00	%		02/01/14	$	5,429,900
	3,000	Albuquerque, New Mexico, Gross Receipts Refg Ser 1999 C		5.25			07/01/17		3,227,640
	3,000	Pennsylvania Public School Building Authority, Philadelphia School District Ser 2003 (FSA)		5.00			06/01/33		3,018,030
	33,055								34,939,764
		Resource Recovery Revenue (0.8%)
	3,000	Northeast Maryland Waste Disposal Authority, Montgomery County Ser 2003 (AMT) (Ambac)		5.50			04/01/16		3,228,090
		Transportation Facilities Revenue (24.3%)
	3,000	Alaska International Airports, Ser 2002 B (Ambac)		5.25			10/01/27		3,076,290
	2,000	Arizona Transportation Board, Highway Refg Ser 2002 A		5.25			07/01/19		2,171,400
	3,000	Phoenix Civic Improvement Corporation, Arizona, Airport Ser 2002 B (AMT) (FGIC)		5.25			07/01/32		3,048,840
	5,000	California Infrastructure & Economic Development Bank, Bay Area Toll Bridges Seismic Retrofit First Lien Ser 2003 A (Ambac)		5.00			07/01/36		5,026,300
	4,000	Port of Oakland, California, Ser 2002 L (AMT) (FGIC)		5.00			11/01/32		3,970,920
	5,000	Georgia State Road & Tollway Authority, DRIVERS Ser 373 RITES		7.33	‡		10/01/11		5,316,950
	4,000	Chicago, Illinois, O'Hare Int'l Airport, 3rd Lien Ser 2003 B-2 (FSA) (AMT)		5.75			01/01/23		4,262,800
	4,000	Regional Transportation Authority, Illinois, Refg Ser 1999 (FSA)		5.75			06/01/21		4,566,000
	7,500	Indiana Transportation Finance Authority, Ser 2000		5.375			12/01/25		7,842,300
	3,400	Maine Turnpike Authority, Ser 2000 (FGIC)		5.50			07/01/30		3,617,396
	3,000	Wayne County, Michigan, Detroit Metropolitan Wayne County Airport Refg Ser 2002 D (AMT) (FGIC)		5.50			12/01/17		3,189,330
	1,000	St Louis, Missouri, Lambert – St Louis Int'l Airport Ser 2001 A (MBIA)		5.00			07/01/26		1,006,260
		Clark County, Nevada,
	1,000	Jet Aviation Fuel Tax Ser 2003 C (AMT) (Ambac)		5.375			07/01/19		1,032,890
	1,100	Jet Aviation Fuel Tax Ser 2003 C (AMT) (Ambac)		5.375			07/01/20		1,130,217
	2,000	Jet Aviation Fuel Tax Ser 2003 C (AMT) (Ambac)		5.375			07/01/22		2,038,200
	4,595	Nevada Department of Business and Industry, Las Vegas Monorail 1st Tier Ser 2000 (Ambac)		0.00			01/01/22		1,762,137
		New Jersey Transportation Trust Fund Authority,
	350	1998 Ser A (FSA)		4.50			06/15/19		351,712
	5,000	1999 Ser A		5.75			06/15/20		5,719,400
	12,000	New Jersey Turnpike Authority, Ser 2003 A (FGIC)		5.00			01/01/27		12,155,279
	10,000	Metropolitan Transportation Authority, New York, Transportation Refg Ser 2002 A (FGIC)		5.00			11/15/25		10,115,800

See Notes to Financial Statements

Morgan Stanley Quality Municipal Income Trust

Portfolio of Investments October 31, 2003 continued


PRINCIPAL AMOUNT IN THOUSANDS			COUPON RATE			MATURITY DATE		VALUE
		Triborough Bridge & Tunnel Authority, New York,
$	5,000	Refg 2002 E (MBIA)		5.25	%		11/15/22	$	5,264,500
	6,000	Ser 2001 A		5.00			01/01/32		6,023,520
		Houston, Texas,
	6,000	Airport Sub Lien Ser 2000 A (AMT) (FSA)		5.875			07/01/17		6,440,940
	5,000	Airport Sub Lien Ser 2000 A (AMT) (FSA)		5.625			07/01/30		5,182,950
	102,945								104,312,331
		Water & Sewer Revenue (34.8%)
	3,000	Birmingham, Alabama, Water & Sewer Ser 1998 A		4.75			01/01/21		3,009,360
	3,800	Phoenix Civic Improvment Corporation, Arizona, Jr Lien Water Ser 2002		5.00			07/01/26		3,839,672
	3,000	East Bay Municipal Utility District, California, Water Ser 2001 (MBIA)		5.00			06/01/26		3,030,060
	3,720	San Diego County Water Authority, California, Ser 2002 A COPs (MBIA)		5.00			05/01/27		3,750,802
	3,500	Broward County, Florida, Water & Sewer Utility Ser 2003 (MBIA)		5.00			10/01/24		3,557,330
	10,000	Augusta, Georgia, Water and Sewerage Ser 2000 (FSA)		5.25			10/01/30		10,352,100
	10,000	Indiana Bond Bank, Revolving Fund Ser 2001 A		5.00			02/01/23		10,184,000
	5,000	Louisville & Jefferson County Metropolitan Sewer District, Kentucky, Ser 1999 A (FGIC)		5.75			05/15/33		5,436,600
		Massachusetts Water Resources Authority,
	10,000	1998 Ser A (FSA)		4.50			08/01/22		9,691,300
	5,000	2000 Ser A (FGIC)		5.75			08/01/39		5,473,500
	5,345	Las Vegas Valley Water District, Nevada, Water Impr Refg Ser 2003 A (FGIC)		5.25			06/01/20		5,657,308
	10,000	Passaic Valley Sewerage Commissioners, New Jersey, Ser F (FGIC)		5.00			12/01/20		10,459,100
	3,000	Rio Rancho, New Mexico, Water & Wastewater Refg Ser 1999 (Ambac)		5.25			05/15/19		3,197,520
		New York City Municipal Water Finance Authority, New York,
	3,500	2003 Ser A		5.375			06/15/19		3,765,895
	18,000	2001 Ser B		5.00			06/15/26		18,100,979
	10,000	2004 Ser A		5.00			06/15/35		9,985,200
	4,500	Charlotte, North Carolina, Water & Sewer Ser 2001		5.125			06/01/26		4,637,475
	4,000	Western Carolina Regional Sewer Authority, South Carolina, Ser 2001 (FSA)		5.375			03/01/18		4,353,240
	10,000	Austin, Texas, Water & Wastewater Refg Ser 2001 A (FSA)		5.125			05/15/27		10,133,900
	5,000	Houston, Texas, Water & Sewer Refg Ser 2002 (FSA)		5.00			12/01/30		5,010,650

See Notes to Financial Statements

Morgan Stanley Quality Municipal Income Trust

Portfolio of Investments October 31, 2003 continued


PRINCIPAL AMOUNT IN THOUSANDS			COUPON RATE			MATURITY DATE			VALUE
$	13,960	San Antonio, Texas, Water & Refg Ser 2001 (FGIC)		5.00	%		05/15/26		$	14,029,381
	2,000	Fairfax County Water Authority, Virginia, Refg Ser 1992		6.00			04/01/22			2,246,280
	146,325									149,901,652
		Other Revenue (1.9%)
		Boulder County, Colorado,
	1,750	University Corp for Atmospheric Research Ser 2002 (MBIA)		5.375			09/01/18			1,897,648
	1,750	University Corp for Atmospheric Research Ser 2002 (MBIA)		5.375			09/01/21			1,868,370
	2,000	New York City Transitional Finance Authority, New York, Refg Ser 2003 A		5.50			11/01/26			2,238,520
	2,000	Philadelphia, Pennsylvania, Gas Works First Ser 1998 B (FSA)		5.00			07/01/28			2,005,220
	7,500									8,009,758
		Refunded (9.6%)
	5,000	Atlanta, Georgia, Airport Ser 2000 A (FGIC)		5.50			01/01/10	†		5,749,500
	4,000	Colorado Department of Transportation, Ser 2001 A (MBIA)		5.50			06/15/11	†		4,621,560
	3,500	Clayton County Water Authority, Georgia, Ser 2001		5.125			05/01/11	†		3,951,185
	3,000	Kansas Department of Transportation, Ser 2000 A		5.75			09/01/10	†		3,387,480
	10,000	Massachusetts, Ser 2000 C		5.75			10/01/10	†		11,613,100
	5,000	Dauphin County General Authority, Pennsylvania, HAPSO Group Inc/ The Western Pennsylvania Hospital Refg 1992 Ser A (MBIA) (ETM)		6.25			07/01/16			5,915,250
	5,200	San Antonio, Texas, Electric & Gas Ser 2000 A		5.75			02/01/10	†		6,023,940
	35,700									41,262,015
	584,740	Total Tax-Exempt Municipal Bonds (Cost $575,951,094)								606,786,721
		Short-Term Tax-Exempt Municipal Obligations (5.0%)
	2,700	Idaho Health Facilities Authority, St Lukes Regional Medical Center Ser 2000 (FSA) (Demand 11/01/03)		1.15	*		07/01/30			2,700,000
	7,400	Indiana Health Facility Financing Authority, Clarian Health Obligated Group Ser 2000 B (Demand 11/01/03)		1.15	*		03/01/30			7,400,000
	11,250	Minneapolis & Saint Paul Housing & Redevelopment Authority, Minnesota, Group Health Plan Inc Ser 1992 (Redeemed 12/01/03)		6.90			10/15/22			11,395,688
	21,350	Total Short-Term Tax-Exempt Municipal Obligations (Cost $21,180,348)								21,495,688
$	606,090	Total Investments (Cost $597,131,442) (a) (b)					146.0	%		628,282,409
		Other Assets in Excess of Liabilities					2.4			10,423,909
		Preferred Shares of Beneficial Interest					(48.4	)		(208,352,949	)
		Net Assets Applicable to Common Shareholders					100.0	%	$	430,353,369

See Notes to Financial Statements

Morgan Stanley Quality Municipal Income Trust

Portfolio of Investments October 31, 2003 continued

Note:

The categories of investments are shown as a percentage of net assets applicable to common shareholders.

AMT

Alternative Minimum Tax.

COPs

Certificates of Participation.

ETM

Escrowed to maturity.

PSF

Texas Permanent School Fund Guarantee Program.

DRIVERS

Derivative Inverse Tax-Exempt Receipts.

RITES

Residual Interest Tax-Exempt Securities.

†

Prerefunded to call date shown.

††

This security has been physically segregated in connection with open futures contracts.

‡

Current coupon rate for residual interest bonds. This rate resets periodically as the auction rate on the related security changes.

Current coupon of variable rate demand obligation.

(a)

Securities have been designated as collateral in an amount equal to $167,050,818 in connection with the open futures contracts.

(b)

The aggregate cost for federal income tax purposes is $596,933,069. The aggregate gross unrealized appreciation is $31,590,403 and the aggregate gross unrealized depreciation is $241,063, resulting in net unrealized appreciation of $31,349,340.

Bond Insurance:

Ambac

Ambac Assurance Corporation.

Connie Lee

Connie Lee Insurance Company – a wholly owned subsidiary of Ambac Assurance Corporation.

FGIC

Financial Guaranty Insurance Company.

FSA

Financial Security Assurance Inc.

MBIA

Municipal Bond Investors Assurance Corporation.

Futures Contracts Open at October 31, 2003:


NUMBER OF CONTRACTS	LONG/SHORT	DESCRIPTION, DELIVERY MONTH AND YEAR	UNDERLYING FACE AMOUNT AT VALUE	UNREALIZED DEPRECIATION
825	Short	U.S. Treasury Notes 5 yr December/2003	$(92,245,313)	$(1,801,624)
750	Short	U.S. Treasury Notes 10 yr December/2003	(84,222,660)	(1,801,162)
		Total unrealized depreciation		$(3,602,786)

See Notes to Financial Statements

Morgan Stanley Quality Municipal Income Trust

Financial Statements

Statement of Assets and Liabilities

October 31, 2003


Assets:
Investments in securities, at value (cost $597,131,442)	$	628,282,409
Cash		452,900
Receivable for:
Interest		9,852,445
Investment sold		65,677
Prepaid expenses		957,847
Total Assets		639,611,278
Liabilities:
Payable for:
Variation margin		399,605
Investment management fee		214,310
Common shares of beneficial interest repurchased		168,946
Accrued expenses		122,099
Total Liabilities		904,960
Preferred shares of beneficial interest (at liquidation value) (1,000,000 shares authorized of non-participating $.01 par value, 4,160 shares outstanding)		208,352,949
Net Assets Applicable to Common Shareholders	$	430,353,369
Composition of Net Assets Applicable to Common Shareholders:
Common shares of beneficial interest (unlimited shares authorized of $.01 par value, 27,695,820 shares outstanding)	$	387,187,147
Net unrealized appreciation		27,548,181
Accumulated undistributed net investment income		3,649,160
Accumulated undistributed net realized gain		11,968,881
Net Assets Applicable to Common Shareholders	$	430,353,369
Net Asset Value Per Common Share ($430,353,369 divided by 27,695,820 common shares outstanding)		$15.54

Statement of Operations

For the year ended October 31, 2003


Net Investment Income:
Interest Income	$	32,690,624
Expenses
Investment management fee		2,280,162
Auction commission fees		928,557
Transfer agent fees and expenses		163,762
Professional fees		69,044
Shareholder reports and notices		38,542
Auction agent fees		38,356
Custodian fees		33,537
Trustees' fees and expenses		19,166
Registration fees		18,192
Other		58,707
Total Expenses		3,648,025
Less: expense offset		(21,764	)
Net Expenses		3,626,261
Net Investment Income		29,064,363
Net Realized and Unrealized Gain (Loss):
Net Realized Gain on:
Investments		7,075,126
Futures contracts		5,064,805
Net Realized Gain		12,139,931
Net Change in Unrealized Appreciation on:
Investments		(2,148,977	)
Futures contracts		(3,602,786	)
Net Depreciation		(5,751,763	)
Net Gain		6,388,168
Dividends to preferred shareholders from net investment income		(4,630,727	)
Net Increase	$	30,821,804

See Notes to Financial Statements

Morgan Stanley Quality Municipal Income Trust

Financial Statements continued

Statement of Changes in Net Assets


	FOR THE YEAR ENDED OCTOBER 31, 2003			FOR THE YEAR ENDED OCTOBER 31, 2002
Increase (Decrease) in Net Assets:
Operations:
Net investment income	$	29,064,363		$	32,382,430
Net realized gain		12,139,931			8,419,810
Net change in unrealized appreciation		(5,751,763	)		(8,005,786	)
Dividends to preferred shareholders from net investment income		(4,630,727	)		(5,809,343	)
Net Increase		30,821,804			26,987,111
Dividends and Distributions to Common Shareholders from:
Net investment income		(25,758,247	)		(25,572,207	)
Net realized gain		(8,460,780	)		(11,698,701	)
Total Dividends and Distributions		(34,219,027	)		(37,270,908	)
Decrease from transactions in common shares of beneficial interest		(16,666,151	)		(12,402,037	)
Net Decrease		(20,063,374	)		(22,685,834	)
Net Assets Applicable to Common Shareholders:
Beginning of period		450,416,743			473,102,577
End of Period
(Including accumulated undistributed net investment income of $3,649,160 and $4,802,722, respectively)	$	430,353,369		$	450,416,743

See Notes to Financial Statements

Morgan Stanley Quality Municipal Income Trust

Notes to Financial Statements October 31, 2003

1. Organization and Accounting Policies

Morgan Stanley Quality Municipal Income Trust (the "Trust") is registered under the Investment Company Act of 1940, as amended, as a diversified, closed-end management investment company. The Trust's investment objective is to provide current income which is exempt from federal income tax. The Trust was organized as a Massachusetts business trust on March 12, 1992 and commenced operations on September 29, 1992.

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 bid side of the market each day. 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; (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; and (3) 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. 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 Trust 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. Pursuant to the contract, the Trust 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 Trust as unrealized gains and losses. Upon closing of the contract, the Trust 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. Federal Income Tax Policy — It is the Trust's policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable and nontaxable income to its shareholders. Accordingly, no federal income tax provision is required.

Morgan Stanley Quality Municipal Income Trust

Notes to Financial Statements October 31, 2003 continued

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

F. 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 Management Agreement

Pursuant to an Investment Management Agreement with Morgan Stanley Investment Advisors Inc. (the "Investment Manager"), the Trust pays a management fee, calculated weekly and payable monthly, by applying the annual rate of 0.35% to the Trust's weekly net assets including preferred shares.

3. Security Transactions and Transactions with Affiliates

The cost of purchases and proceeds from sales of portfolio securities, excluding short-term investments, for the year ended October 31, 2003 aggregated $254,631,110 and $257,195,390, respectively. Included in the aforementioned transactions are purchases and sales of $45,741,950 and $46,917,607, respectively with other Morgan Stanley funds, including a net realized loss of $1,679,559.

Morgan Stanley Trust, an affiliate of the Investment Manager, is the Trust's transfer agent. At October 31, 2003, the Trust had transfer agent fees and expenses payable of approximately $11,700.

The Trust has an unfunded noncontributory defined benefit pension plan covering all independent Trustees of the Trust who will have served as independent Trustees for at least five years at the time of retirement. Benefits under this plan are based on years of service and compensation during the last five years of service. Aggregate pension costs for the year ended October 31, 2003 included in Trustees' fees and expenses in the Statement of Operations amounted to $6,344. At October 31, 2003, the Trust had an accrued pension liability of $50,762 which is included in accrued expenses in the Statement of Assets and Liabilities.

4. Preferred Shares of Beneficial Interest

The Trust is authorized to issue up to 1,000,000 non-participating preferred shares of beneficial interest having a par value of $.01 per share, in one or more series, with rights as determined by the Trustees, without approval of the common shareholders. The Trust has issued Series 1 through 5 Auction Rate Preferred Shares ("Preferred Shares") which have a liquidation value of $50,000 per share plus the redemption premium, if any, plus accumulated but unpaid dividends, whether or not declared, thereon to the date of distribution. The Trust may redeem such shares, in whole or in part, at the original purchase price of $50,000 per share plus accumulated but unpaid dividends, whether or not declared, thereon to the date of redemption.

Morgan Stanley Quality Municipal Income Trust

Notes to Financial Statements October 31, 2003 continued

Dividends, which are cumulative, are reset through auction procedures.


SERIES	SHARES*	AMOUNT IN THOUSANDS*	RATE*	RESET DATE	RANGE OF DIVIDEND RATES**
1	1,120	$56,000	1.60%	01/05/05	1.09% – 1.76%
2	400	20,000	1.70	07/07/05	0.68 – 1.70
3	1,120	56,000	2.20	07/08/04	2.20
4	1,120	56,000	2.55	01/08/04	2.55
5	400	20,000	1.70	09/02/05	0.70 – 1.70

As of October 31, 2003.

For the year ended October 31, 2003.

Subsequent to October 31, 2003 and up through December 5, 2003, the Trust paid dividends to each of the Series 1 through 5 at rates ranging from 1.60% to 2.55% in the aggregate amount of $705,898.

The Trust is subject to certain restrictions relating to the preferred shares. Failure to comply with these restrictions could preclude the Trust from declaring any distributions to common shareholders or purchasing common shares and/or could trigger the mandatory redemption of preferred shares at liquidation value.

The preferred shares, which are entitled to one vote per share, generally vote with the common shares but vote separately as a class to elect two Trustees and on any matters affecting the rights of the preferred shares.

5. Common Shares of Beneficial Interest

Transactions in common shares of beneficial interest were as follows:


	SHARES			PAR VALUE			CAPITAL PAID IN EXCESS OF PAR VALUE
Balance, October 31, 2001		29,742,820		$	297,428		$	415,957,907
Treasury shares purchased and retired (weighted average discount 7.45%)*		(875,900	)		(8,759	)		(12,393,278	)
Balance, October 31, 2002		28,866,920			288,669			403,564,629
Treasury shares purchased and retired (weighted average discount 8.23%)*		(1,171,100	)		(11,711	)		(16,654,440	)
Balance, October 31, 2003		27,695,820		$	276,958		$	386,910,189

The Trustees have voted to retire the shares purchased.

Morgan Stanley Quality Municipal Income Trust

Notes to Financial Statements October 31, 2003 continued

6. Dividends to Common Shareholders

On September 23, 2003, the Trust declared the following dividends from net investment income:

AMOUNT
PER SHARE

RECORD
DATE

PAYABLE
DATE

$0.0725

November 7, 2003

November 21, 2003

$0.0725

December 5, 2003

December 19, 2003

7. Expense Offset

The expense offset represents a reduction of the custodian fees for earnings on cash balances maintained by the Trust.

8. Risks Relating to Certain Financial Instruments

The Trust may invest a portion of its assets in residual interest bonds, which are inverse floating rate municipal obligations. The prices of these securities are subject to greater market fluctuations during periods of changing prevailing interest rates than are comparable fixed rate obligations.

At October 31, 2003, the Trust held positions in residual interest bonds having a total value of $21,701,950, which represents 5.0% of the Trust's net assets applicable to common shareholders.

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

These futures contracts involve elements of market risk in excess of the amount reflected in the Statement of Assets and Liabilities. The Trust bears the risk of an unfavorable change in the value of the underlying securities.

At October 31, 2003, the Trust had outstanding futures contracts.

9. 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.

Morgan Stanley Quality Municipal Income Trust

Notes to Financial Statements October 31, 2003 continued

The tax character of distributions paid was as follows:


	FOR THE YEAR ENDED OCTOBER 31, 2003		FOR THE YEAR ENDED OCTOBER 31, 2002
Tax-exempt income	$	30,041,987	$	31,546,403
Ordinary income		330,519		118,384
Long-term capital gains		8,351,665		11,580,317
Total distributions	$	38,724,171	$	43,245,104

As of October 31, 2003, the tax-basis components of accumulated earnings were as follows:


Undistributed tax-exempt income	$	3,419,857
Undistributed ordinary income		434,641
Undistributed long-term gains		8,366,095
Net accumulated earnings		12,220,593
Temporary differences		(403,711	)
Net unrealized appreciation		31,349,340
Total accumulated earnings	$	43,166,222

As of October 31, 2003, the Trust had temporary book/tax differences primarily attributable to book amortization of discounts on debt securities, mark-to-market of open futures contracts and dividend payable and permanent book/tax differences attributable to tax adjustments on debt securities sold by the Trust. To reflect reclassifications arising from the permanent differences, accumulated undistributed net realized gain was charged and accumulated undistributed net investment income was credited $171,049.

Morgan Stanley Quality Municipal Income Trust

Financial Highlights

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


	FOR THE YEAR ENDED OCTOBER 31,
	2003			2002			2001			2000			1999
Selected Per Share Data:
Net asset value, beginning of period	$	15.60		$	15.91		$	15.22		$	14.88		$	16.26
Income (loss) from investment operations:
Net investment income*		1.01			1.11			1.16			1.17			1.16
Net realized and unrealized gain (loss)		0.24			0.01			0.76			0.26			(1.36	)
Common share equivalent of dividends paid to preferred shareholders*		(0.16	)		(0.20	)		(0.27	)		(0.26	)		(0.22	)
Total income (loss) from investment operations		1.09			0.92			1.65			1.17			(0.42	)
Less dividends and distributions from:
Net investment income		(0.90	)		(0.87	)		(0.87	)		(0.93	)		(0.93	)
Net realized gain		(0.30	)		(0.39	)		(0.13	)		—			(0.05	)
Total dividends and distributions		(1.20	)		(1.26	)		(1.00	)		(0.93	)		(0.98	)
Anti-dilutive effect of acquiring treasury shares*		0.05			0.03			0.04			0.10			0.02
Net asset value, end of period	$	15.54		$	15.60		$	15.91		$	15.22		$	14.88
Market value, end of period	$	14.55		$	13.91		$	14.48		$	13.313		$	13.25
Total Return†		13.82	%		4.94	%		16.59	%		7.51	%		(10.21	)%
Ratios to Average Net Assets of Common Shareholders:
Expenses (before expense offset)		0.83	% ⁽¹⁾		0.78	% ⁽¹⁾		0.74	%		0.75	% ⁽¹⁾		0.73	%
Net investment income before preferred stock dividends		6.58	%		7.19	%		7.47	%		7.83	%		7.32	%
Preferred stock dividends		1.05	%		1.29	%		1.71	%		1.74	%		1.42	%
Net investment income available to common shareholders		5.53	%		5.90	%		5.76	%		6.09	%		5.90	%
Supplemental Data:
Net assets applicable to common shareholders, end of period, in thousands		$430,353			$450,417			$473,103			$467,875			$487,179
Asset coverage on preferred shares at end of period		307	%		316	%		325	%		324	%		333	%
Portfolio turnover rate		41	%		20	%		19	%		15	%		21	%

The per share amounts were computed using an average number of common shares outstanding during the period.

†

Total return is based upon the current market value on last day of each period reported. Dividends and distributions are assumed to be reinvested at the prices obtained under the Trust's dividend reinvestment plan. Total return does not reflect brokerage commissions.

(1)

Does not reflect the effect of the expense offset of 0.01%.

See Notes to Financial Statements

Morgan Stanley Quality Municipal Income Trust

Independent Auditors' Report

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

We have audited the accompanying statement of assets and liabilities of Morgan Stanley Quality Municipal Income Trust (the "Trust"), including the portfolio of investments, as of October 31, 2003, and the related statements of operations for the year then ended and changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Trust's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of October 31, 2003, by correspondence with the custodian and broker. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Morgan Stanley Quality Municipal Income Trust as of October 31, 2003, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP
New York, New York
December 15, 2003

2003 Federal Tax Notice (unaudited)

During the year ended October 31, 2003, the Trust paid the following per share amounts from tax-exempt income: $0.93 to common shareholders, $828 to Series 1 preferred shareholders, $509 to Series 2 preferred shareholders, $1,026 to Series 3 preferred shareholders, $1,158 to Series 4 preferred shareholders and $514 to Series 5 preferred shareholders. For the year ended October 31, 2003, the Trust paid the following per share amounts from long-term capital gains: $0.27 to common shareholders, $53 to Series 1 preferred shareholders, $95 to Series 2 preferred shareholders, $231 to Series 3 preferred shareholders, $267 to Series 4 preferred shareholders and $92 to Series 5 preferred shareholders.

Morgan Stanley Quality Municipal Income Trust

Trustee and Officer Information

Independent Trustees:

Name, Age and Address of
Independent Trustee

Position(s) Held with Registrant

Term of
Office and
Length of
Time
Served*

Principal Occupation(s)
During Past 5 Years**

Number of Portfolios
in Fund Complex Overseen by Trustee***

Other Directorships Held by Trustee

Michael Bozic (62)
c/o Mayer, Brown, Rowe & Maw LLP Counsel to the Independent Directors
1675 Broadway
New York, NY

Trustee

Since
April 1994

Retired; Director or Trustee of the Retail Funds and TCW/DW Term Trust 2003 (since April 1994) and the Institutional Funds (since July 2003); formerly Vice Chairman of Kmart Corporation (December 1998-October 2000), Chairman and Chief Executive Officer of Levitz Furniture Corporation (November 1995-November 1998) and President and Chief Executive Officer of Hills Department Stores (May 1991-July 1995); formerly variously Chairman, Chief Executive Officer, President and Chief Operating Officer (1987-1991) of the Sears Merchandise Group of Sears, Roebuck & Co.

211

Director of Weirton Steel Corporation.

Edwin J. Garn (71)
c/o Summit Ventures LLC
1 Utah Center
201 S. Main Street
Salt Lake City, UT

Trustee

Since January 1993

Director or Trustee of the Retail Funds and TCW/DW Term Trust 2003 (since January 1993) and the Institutional Funds (since July 2003); member of the Utah Regional Advisory Board of Pacific Corp.; formerly United States Senator (R-Utah) (1974-1992) and Chairman, Senate Banking Committee (1980-1986), Mayor of Salt Lake City, Utah (1971-1974), Astronaut, Space Shuttle Discovery (April 12-19, 1985), and Vice Chairman, Huntsman Corporation (chemical company).

211

Director of Franklin Covey (time management systems), BMW Bank of North America, Inc. (industrial loan corporation), United Space Alliance (joint venture between Lockheed Martin and the Boeing Company) and Nuskin Asia Pacific (multilevel marketing); member of the board of various civic and charitable organizations.

Wayne E. Hedien (69)
c/o Mayer, Brown, Rowe & Maw LLP
Counsel to the Independent Directors
1675 Broadway
New York, NY

Trustee

Since September 1997

Retired; Director or Trustee of the Retail Funds and TCW/DW Term Trust 2003; (Since September 1997) and the Institutional Funds (since July 2003); formerly associated with the Allstate Companies (1966-1994), most recently as Chairman of The Allstate Corporation (March 1993-December 1994) and Chairman and Chief Executive Officer of its wholly-owned subsidiary, Allstate Insurance Company (July 1989-December 1994).

211

Director of The PMI Group Inc. (private mortgage insurance); Trustee and Vice Chairman of The Field Museum of Natural History; director of various other business and charitable organizations.

Morgan Stanley Quality Municipal Income Trust

Trustee and Officer Information continued

Name, Age and Address of
Independent Trustee

Position(s) Held with Registrant

Term of
Office and
Length of
Time
Served*

Principal Occupation(s)
During Past 5 Years**

Number of Portfolios
in Fund Complex Overseen by Trustee***

Other Directorships Held by Trustee

Dr. Manuel H. Johnson (54)
c/o Johnson Smick International, Inc.
2099 Pennsylvania
Avenue, N.W.
Suite 950
Washington, D.C.

Trustee

Since
July 1991

Chairman of the Audit Committee and Director or Trustee of the Retail Funds and TCW/DW Term Trust 2003 (since July 1991) and the Institutional Funds (since July 2003); Senior Partner, Johnson Smick International, Inc., a consulting firm; Co-Chairman and a founder of the Group of Seven Council (G7C), an international economic commission; formerly Vice Chairman of the Board of Governors of the Federal Reserve System and Assistant Secretary of the U.S. Treasury.

211

Director of NVR, Inc. (home construction); Chairman and Trustee of the Financial Accounting Foundation (oversight organization of the Financial Accounting Standards Board); Director of RBS Greenwich Capital Holdings (financial holding company).

Joseph J. Kearns (61)
PMB754
23852 Pacific Coast Highway
Malibu, CA

Trustee

Since
July 2003

Deputy Chairman of the Audit Committee and Director or Trustee of the Retail Funds and TCW/DW Term Trust 2003 (since July 2003) and the Institutional Funds (since August 1994); previously Chairman of the Audit Committee of the Institutional Funds (October 2001-July 2003); President, Kearns & Associates LLC (investment consulting); formerly CFO of the J. Paul Getty Trust.

212

Director of Electro Rent Corporation (equipment leasing), The Ford Family Foundation, and the UCLA Foundation.

Michael E. Nugent (67)
c/o Triumph Capital, L.P.
445 Park Avenue
New York, NY

Trustee

Since
July 1991

Chairman of the Insurance Committee and Director or Trustee of the Retail Funds and TCW/DW Term Trust 2003 (since July 1991) and the Institutional Funds (since July 2001); General Partner of Triumph Capital, L.P., a private investment partnership; formerly Vice President, Bankers Trust Company and BT Capital Corporation (1984-1988).

211

Director of various business organizations.

Fergus Reid (71)
85 Charles Colman Blvd.
Pawling, NY

Trustee

Since
July 2003

Chairman of the Governance Committee and Director or Trustee of the Retail Funds and TCW/DW Term Trust 2003 (since July 2003) and the Institutional Funds (since June 1992); Chairman of Lumelite Plastics Corporation.

212

Trustee and Director of certain investment companies in the JPMorgan Funds complex managed by JP Morgan Investment Management Inc.

Morgan Stanley Quality Municipal Income Trust

Trustee and Officer Information continued

Interested Trustees:

Name, Age and Address of
Interested Trustee

Position(s) Held with Registrant

Term of
Office and
Length of
Time
Served*

Principal Occupation(s)
During Past 5 Years**

Number of Portfolios
in Fund Complex Overseen by Trustee***

Other Directorships Held by Trustee

Charles A. Fiumefreddo (70)
c/o Morgan Stanley Trust
Harborside Financial Center,
Plaza Two,
Jersey City, NJ

Chairman of the Board and Trustee

Since
July 1991

Chairman and Director or Trustee of the Retail Funds and TCW/DW Term Trust 2003 (since July 1991) and the Institutional Funds (since July 2003); formerly Chief Executive Officer of the Retail Funds and the TCW/DW Term Trust 2003 (until September 2002).

211

None

James F. Higgins (55)
c/o Morgan Stanley Trust
Harborside Financial Center,
Plaza Two,
Jersey City, NJ

Trustee

Since
June 2000

Director or Trustee of the Retail Funds and TCW/DW Term Trust 2003 (since June 2000) and the Institutional Funds (since July 2003); Senior Advisor of Morgan Stanley (since August 2000); Director of the Distributor and Dean Witter Realty Inc.; previously President and Chief Operating Officer of the Private Client Group of Morgan Stanley (May 1999-August 2000), and President and Chief Operating Officer of Individual Securities of Morgan Stanley (February 1997-May 1999).

211

Director of AXA Financial, Inc. and The Equitable Life Assurance Society of the United States (financial services).

Philip J. Purcell (60)
1585 Broadway
New York, NY

Trustee

Since
April 1994

Director or Trustee of the Retail Funds and TCW/DW Term Trust 2003 (since April 1994) and the Institutional Funds (since July 2003); Chairman of the Board of Directors and Chief Executive Officer of Morgan Stanley and Morgan Stanley DW Inc.; Director of the Distributor; Chairman of the Board of Directors and Chief Executive Officer of Novus Credit Services Inc.; Director and/or officer of various Morgan Stanley subsidiaries.

211

Director of American Airlines, Inc. and its parent company, AMR Corporation.

This is the earliest date the Trustee began serving the funds advised by Morgan Stanley Investment Advisors Inc. (the "Investment Manager") (the "Retail Funds").

The dates referenced below indicating commencement of services as Director/Trustee for the Retail Funds and the funds advised by Morgan Stanley Investment Management Inc., Morgan Stanley Investments LP and Morgan Stanley AIP GP LP (the "Institutional Funds") reflect the earliest date the Director/Trustee began serving the Retail or Institutional Funds as applicable.

***

The Fund Complex includes all open-end and closed-end funds (including all of their portfolios) advised by the Investment Manager and any funds that have an investment advisor that is an affiliated person of the Investment Manager (including but not limited to Morgan Stanley Investment Management Inc. and Morgan Stanley Investments LP).

Morgan Stanley Quality Municipal Income Trust

Trustee and Officer Information continued

Officers:

Name, Age and Address of
Executive Officer

Position(s)
Held with
Registrant

Term of
Office and
Length of
Time
Served*

Principal Occupation(s) During Past 5 Years**

Mitchell M. Merin (50)
1221 Avenue of the Americas
New York, NY

President

Since May 1999

President and Chief Operating Officer of Morgan Stanley Investment Management Inc.; President, Director and Chief Executive Officer of the Investment Manager and Morgan Stanley Services; Chairman, Chief Executive Officer and Director of the Distributor; Chairman and Director of the Transfer Agent; Director of various Morgan Stanley subsidiaries; President Morgan Stanley Investments LP (since February 2003); President of the Institutional Funds (since July 2003) and President of the Retail Funds and TCW/DW Term Trust 2003 (since May 1999); Trustee (since July 2003) and President (since December 2002) of the Van Kampen Closed-End Funds; Trustee (since May 1999) and President (since October 2002) of the Van Kampen Open-End Funds.

Ronald E. Robison (64)
1221 Avenue of the Americas
New York, NY

Executive Vice President and Principal Executive Officer

Since April 2003

Chief Global Operations Officer and Managing Director of Morgan Stanley Investment Management Inc.; Managing Director of Morgan Stanley & Co. Incorporated; Managing Director of Morgan Stanley; Managing Director, Chief Administrative Officer and Director of the Investment Manager and Morgan Stanley Services; Chief Executive Officer and Director of the Transfer Agent; Executive Vice President and Principal Executive Officer of the Institutional Funds (since July 2003); and the TCW/DW Term Trust 2003 (since April 2003); previously President of the Institutional Funds (March 2001-July 2003) and Director of the Institutional Funds (March 2001-July 2003).

Barry Fink (48)
1221 Avenue of the Americas
New York, NY

Vice President and General Counsel

Since
February 1997

General Counsel (since May 2000) and Managing Director (since December 2000) of Morgan Stanley Investment Management; Managing Director (since December 2000), Secretary (since February 1997) and Director (since July 1998) of the Investment Manager and Morgan Stanley Services; Assistant Secretary of Morgan Stanley DW; Chief Legal Officer of Morgan Stanley Investments LP (since July 2002); Vice President of the Institutional Funds (since July 2003); Vice President and Secretary of the Distributor; previously Secretary of the Retail Funds (February 1997-July 2003); previously Vice President and Assistant General Counsel of the Investment Manager and Morgan Stanley Services (February 1997-December 2001).

Joseph J. McAlinden (60)
1221 Avenue of the Americas
New York, NY

Vice President

Since July 1995

Managing Director and Chief Investment Officer of the Investment Manager, Morgan Stanley Investment Management Inc. and Morgan Stanley Investments LP; Director of the Transfer Agent, Chief Investment Officer of the Van Kampen Funds; Vice President of the Institutional Funds (since July 2003) and the Retail Funds (since July 1995).

Stefanie V. Chang (36)
1221 Avenue of the Americas
New York, NY

Vice President

Since July 2003

Executive Director of Morgan Stanley & Co. and Morgan Stanley Investment Management Inc. and Vice President of the Institutional Funds (since December 1997) and the Retail Funds (since July 2003); formerly practiced law with the New York law firm of Rogers & Wells (now Clifford Chance LLP).

Morgan Stanley Quality Municipal Income Trust

Trustee and Officer Information continued

Name, Age and Address of
Executive Officer

Position(s)
Held with
Registrant

Term of
Office and
Length of
Time
Served*

Principal Occupation(s) During Past 5 Years**

Francis J. Smith (38)
c/o Morgan Stanley Trust
Harborside Financial Center,
Plaza Two,
Jersey City, NJ

Treasurer and Chief Financial Officer

Treasurer since July 2003 and Chief Financial Officer since September 2002

Executive Director of the Investment Manager and Morgan Stanley Services (since December 2001); previously Vice President of the Retail Funds (September 2002-July 2003); previously Vice President of the Investment Manager and Morgan Stanley Services (August 2000-November 2001) and Senior Manager at PricewaterhouseCoopers LLP (January 1998-August 2000).

Thomas F. Caloia (57)
c/o Morgan Stanley Trust
Harborside Financial Center,
Plaza Two,
Jersey City, NJ

Vice President

Since July 2003

Executive Director (since December 2002) and Assistant Treasurer of the Investment Manager, the Distributor and Morgan Stanley Services; previously Treasurer of the Retail Funds (April 1989-July 2003); formerly First Vice President of the Investment Manager, the Distributor and Morgan Stanley Services.

Mary E. Mullin (36)
1221 Avenue of the Americas
New York, NY

Secretary

Since July 2003

Vice President of Morgan Stanley & Co. Incorporated and Morgan Stanley Investment Management Inc.; Secretary of the Institutional Funds (since June 1999) and the Retail Funds (since July 2003); formerly practiced law with the New York law firms of McDermott, Will & Emery and Skadden, Arps, Slate, Meagher & Flom LLP.

This is the earliest date the Officer began serving the Retail Funds. Each Officer serves an indefinite term, until his or her successor is elected.

The dates referenced below indicating commencement of service as an Officer for the Retail and Institutional Funds reflect the earliest date the Officer began serving the Retail or Institutional Funds as applicable.


Trustees Michael Bozic Charles A. Fiumefreddo Edwin J. Garn Wayne E. Hedien James F. Higgins Dr. Manuel H. Johnson Joseph J. Kearns Michael E. Nugent Philip J. Purcell Fergus Reid Officers Charles A. Fiumefreddo Chairman of the Board Mitchell M. Merin President Ronald E. Robison Executive Vice President and Principal Executive Officer Barry Fink Vice President and General Counsel Joseph J. McAlinden Vice President Stefanie V. Chang Vice President Francis J. Smith Treasurer and Chief Financial Officer Thomas F. Caloia Vice President Mary E. Mullin Secretary Transfer Agent Morgan Stanley Trust Harborside Financial Center, Plaza Two Jersey City, New Jersey 07311 Independent Auditors Deloitte & Touche LLP Two World Financial Center New York, New York 10281 Investment Manager Morgan Stanley Investment Advisors Inc. 1221 Avenue of the Americas New York, New York 10020 Investments and services offered through Morgan Stanley DW Inc., member SIPC. © 2003 Morgan Stanley 37954RPT-00-13053L03-OP-12/03		MORGAN STANLEY FUNDS
		Morgan Stanley Quality Municipal Income Trust Annual Report October 31, 2003










                                [REPORT TO COME]













Item 2.  Code of Ethics.

(a) The Trust has adopted a code of ethics (the "Code of Ethics") that applies
to its principal executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar functions,
regardless of whether these individuals are employed by the Trust or a third
party.

(b)  No information need be disclosed pursuant to this paragraph.

(c)  Not applicable.

(d)  Not applicable.

(e)  Not applicable.

(f)

     (1)  The Trust's Code of Ethics is attached hereto as Exhibit A.

     (2)  Not applicable.

     (3)  Not applicable.


Item 3.  Audit Committee Financial Expert.

The Trust's Board of Trustees has determined that it has two "audit committee
financial experts" serving on its audit committee, each of whom are
"independent" Trustees: Dr. Manuel H. Johnson and Joseph J. Kearns. Under
applicable securities laws, a person who is determined to be an audit committee
financial expert will not be deemed an "expert" for any purpose, including
without limitation for the purposes of Section 11 of the Securities Act of 1933,
as a result of being designated or identified as an audit committee financial
expert. The designation or identification of a person as an audit committee
financial expert does not impose on such person any duties, obligations, or
liabilities that are greater than the duties, obligations, and liabilities
imposed on such person as a member of the audit committee and Board of Trustees
in the absence of such designation or identification.


Item 4. Principal Accountant Fees and Services

Applicable only for reports covering fiscal years ending on or after December
15, 2003.



                                       2




Item 5. Audit Committee of Listed Registrants.

Applicable only for reports covering periods ending on or after the earlier of
(i) the first annual shareholder meeting after January 15, 2004 or (ii) October
31, 2004.


Item 6. [Reserved.]

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End
Management Investment Companies.

The Trust invests in exclusively non-voting securities and therefore this item
is not applicable.


Item 8. [Reserved.]


Item 9 - Controls and Procedures

(a) The Trust's principal executive officer and principal financial officer have
concluded that the Trust's disclosure controls and procedures are sufficient to
ensure that information required to be disclosed by the Trust 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.

    There were no significant changes or corrective actions with regard to
significant deficiencies or material weaknesses in the Trust's internal controls
or in other factors that could significantly affect the Trust's internal
controls subsequent to the date of their evaluation.


(b) There were no changes in the registrant's internal control over financial
reporting that occurred during the registrant's most recent fiscal half-year
(the registrant's second fiscal half-year in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting.










                                       2



Item 10 Exhibits

(a) The Code of Ethics for Principal Executive and Senior Financial Officers is
attached hereto.

(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.









































                                       3



                                   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 Quality Municipal Income Trust


/s/ Ronald E. Robison
Ronald E. Robison
Principal Executive Officer
December 18, 2003

        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/ Ronald E. Robison
Ronald E. Robison
Principal Executive Officer
December 18, 2003


/s/ Francis Smith
Francis Smith
Principal Financial Officer
December 18, 2003




















                                       4



                                                                    EXHIBIT 10 A


      CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS
                              ADOPTED JULY 31, 2003

I.   This Code of Ethics (the "Code") for the investment companies within the
     Morgan Stanley complex identified in Exhibit A (collectively, "Funds"
     and each, a "Fund") applies to each Fund's Principal Executive Officer,
     President, Principal Financial Officer and Treasurer (or persons
     performing similar functions) ("Covered Officers" each of whom are set
     forth in Exhibit B) for the purpose of promoting:

     o   honest and ethical conduct, including the ethical handling of actual or
         apparent conflicts of interest between personal and professional
         relationships.

     o   full, fair, accurate, timely and understandable disclosure in reports
         and documents that a company files with, or submits to, the Securities
         and Exchange Commission ("SEC") and in other public communications made
         by the Fund;

     o   compliance with applicable laws and governmental rules and regulations;

     o   prompt internal reporting of violations of the Code to an appropriate
         person or persons identified in the Code; and

     o   accountability for adherence to the Code.

               Each Covered Officer should adhere to a high standard of business
ethics and should be sensitive to situations that may give rise to actual as
well as apparent conflicts of interest. Any question about the application of
the Code should be referred to the General Counsel or his/her designee (who is
set forth in Exhibit C).


II.  COVERED OFFICERS SHOULD HANDLE ETHICALLY ACTUAL AND APPARENT CONFLICTS OF
     INTEREST

     OVERVIEW. A "conflict of interest" occurs when a Covered Officer's private
interest interferes, or appears to interfere, with the interests of, or his
service to, the Fund.




                                       5



For example, a conflict of interest would arise if a Covered Officer, or a
member of his family, receives improper personal benefits as a result of his
position with the Fund.

     Certain conflicts of interest arise out of the relationships between
Covered Officers and the Fund and already are subject to conflict of interest
provisions in the Investment Company Act of 1940 ("Investment Company Act") and
the Investment Advisers Act of 1940 ("Investment Advisers Act"). For example,
Covered Officers may not individually engage in certain transactions (such as
the purchase or sale of securities or other property) with the Fund because of
their status as "affiliated persons" (as defined in the Investment Company Act)
of the Fund. The Fund's and its investment adviser's compliance programs and
procedures are designed to prevent, or identify and correct, violations of these
provisions. This Code does not, and is not intended to, repeat or replace these
programs and procedures, and such conflicts fall outside the parameters of this
Code, unless or until the General Counsel determines that any violation of such
programs and procedures is also a violation of this Code.

     Although typically not presenting an opportunity for improper personal
benefit, conflicts may arise from, or as a result of, the contractual
relationship between the Fund and its investment adviser of which the Covered
Officers are also officers or employees. As a result, this Code recognizes that
the Covered Officers will, in the normal course of their duties (whether
formally for the Fund or for the investment adviser, or for both), be involved
in establishing policies and implementing decisions that will have different
effects on the Fund and its investment adviser. The participation of the Covered
Officers in such activities is inherent in the contractual relationship between
the Fund and the investment adviser and is consistent with the performance by
the Covered Officers of their duties as officers of the Fund. Thus, if performed
in conformity with the provisions of the Investment Company Act and the
Investment Advisers Act, such activities will be deemed to have been handled
ethically. In addition, it is recognized by the Funds' Boards of
Directors/Trustees ("Boards") that the Covered Officers may also be officers or
employees of one or more other investment companies covered by this or other
codes.

     Other conflicts of interest are covered by the Code, even if such conflicts
of interest are not subject to provisions in the Investment Company Act and the
Investment Advisers Act. The following list provides examples of conflicts of
interest under the Code, but Covered Officers should keep in mind that these
examples are not exhaustive. The overarching principle is that the personal
interest of a Covered Officer should not be placed improperly before the
interest of the Fund.

     Each Covered Officer must not:

     o   use his personal influence or personal relationships improperly to
         influence investment decisions or financial reporting by the Fund
         whereby the Covered Officer would benefit personally (directly or
         indirectly) to the detriment of the Fund;





                                       6



     o   cause the Fund to take action, or fail to take action, for the
         individual personal benefit of the Covered Officer rather than the
         benefit of the Fund; or

     o   use material non-public knowledge of portfolio transactions made or
         contemplated for, or actions proposed to be taken by, the Fund to trade
         personally or cause others to trade personally in contemplation of the
         market effect of such transactions.

     Each Covered Officer must, at the time of signing this Code, report to the
General Counsel all affiliations or significant business relationships outside
the Morgan Stanley complex and must update the report annually.

     Conflict of interest situations should always be approved by the General
Counsel and communicated to the relevant Fund or Fund's Board. Any activity or
relationship that would present such a conflict for a Covered Officer would
likely also present a conflict for the Covered Officer if an immediate member of
the Covered Officer's family living in the same household engages in such an
activity or has such a relationship. Examples of these include:

     o   service or significant business relationships as a director on the
         board of any public or private company;

     o   accepting directly or indirectly, anything of value, including gifts
         and gratuities in excess of $100 per year from any person or entity
         with which the Fund has current or prospective business dealings, not
         including occasional meals or tickets for theatre or sporting events or
         other similar entertainment; provided it is business-related,
         reasonable in cost, appropriate as to time and place, and not so
         frequent as to raise any question of impropriety;

     o   any ownership interest in, or any consulting or employment relationship
         with, any of the Fund's service providers, other than its investment
         adviser, principal underwriter, or any affiliated person thereof; and

     o   a direct or indirect financial interest in commissions, transaction
         charges or spreads paid by the Fund for effecting portfolio
         transactions or for selling or redeeming shares other than an interest
         arising from the Covered Officer's employment, such as compensation or
         equity ownership.


III. DISCLOSURE AND COMPLIANCE

     o   Each Covered Officer should familiarize himself/herself with the
         disclosure and compliance requirements generally applicable to the
         Funds;

     o   each Covered Officer must not knowingly misrepresent, or cause others
         to misrepresent, facts about the Fund to others, whether within or
         outside the




                                       7



         Fund, including to the Fund's Directors/Trustees and auditors, or to
         governmental regulators and self-regulatory organizations;

     o   each Covered Officer should, to the extent appropriate within his area
         of responsibility, consult with other officers and employees of the
         Funds and their investment advisers with the goal of promoting full,
         fair, accurate, timely and understandable disclosure in the reports and
         documents the Funds file with, or submit to, the SEC and in other
         public communications made by the Funds; and

     o   it is the responsibility of each Covered Officer to promote compliance
         with the standards and restrictions imposed by applicable laws, rules
         and regulations.


IV.  REPORTING AND ACCOUNTABILITY

     Each Covered Officer must:

     o   upon adoption of the Code (thereafter as applicable, upon becoming a
         Covered Officer), affirm in writing to the Boards that he has received,
         read and understands the Code;

     o   annually thereafter affirm to the Boards that he has complied with the
         requirements of the Code;

     o   not retaliate against any other Covered Officer, other officer or any
         employee of the Funds or their affiliated persons for reports of
         potential violations that are made in good faith; and

     o   notify the General Counsel promptly if he/she knows or suspects of any
         violation of this Code. Failure to do so is itself a violation of this
         Code.

     The General Counsel is responsible for applying this Code to specific
situations in which questions are presented under it and has the authority to
interpret this Code in any particular situation. However, any waivers(1) sought
by a Covered Officer must be considered by the Board of the relevant Fund or
Funds.

     The Funds will follow these procedures in investigating and enforcing this
Code:

     o   the General Counsel will take all appropriate action to investigate any
         potential violations reported to him;



-----------
1    Item 2 of Form N-CSR defines "waiver" as "the approval by the registrant of
     a material departure from a provision of the code of ethics."









                                       8



     o   if, after such investigation, the General Counsel believes that no
         violation has occurred, the General Counsel is not required to take any
         further action;

     o   any matter that the General Counsel believes is a violation will be
         reported to the relevant Fund's Audit Committee;

     o   if the directors/trustees/managing general partners who are not
         "interested persons" as defined by the Investment Company Act (the
         "Independent Directors/Trustees/Managing General Partners") of the
         relevant Fund concur that a violation has occurred, they will consider
         appropriate action, which may include review of, and appropriate
         modifications to, applicable policies and procedures; notification to
         appropriate personnel of the investment adviser or its board; or a
         recommendation to dismiss the Covered Officer or other appropriate
         disciplinary actions;

     o   the Independent Directors/Trustees/Managing General Partners of the
         relevant Fund will be responsible for granting waivers of this Code, as
         appropriate; and

     o   any changes to or waivers of this Code will, to the extent required, be
         disclosed as provided by SEC rules.


V.   OTHER POLICIES AND PROCEDURES

     This Code shall be the sole code of ethics adopted by the Funds for
purposes of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules and
forms applicable to registered investment companies thereunder. Insofar as other
policies or procedures of the Funds, the Funds' investment advisers, principal
underwriters, or other service providers govern or purport to govern the
behavior or activities of the Covered Officers who are subject to this Code,
they are superseded by this Code to the extent that they overlap or conflict
with the provisions of this Code unless any provision of this Code conflicts
with any applicable federal or state law, in which case the requirements of such
law will govern. The Funds' and their investment advisers' and principal
underwriters' codes of ethics under Rule 17j-1 under the Investment Company Act
and Morgan Stanley's Code of Ethics are separate requirements applying to the
Covered Officers and others, and are not part of this Code.

VI.  AMENDMENTS

     Any amendments to this Code, other than amendments to Exhibits A, B or C,
must be approved or ratified by a majority vote of the Board of each Fund,
including a majority of Independent Directors/Trustees/Managing General
Partners.








                                       9



VII.    CONFIDENTIALITY

        All reports and records prepared or maintained pursuant to this Code
will be considered confidential and shall be maintained and protected
accordingly. Except as otherwise required by law or this Code, such matters
shall not be disclosed to anyone other than the Independent
Directors/Trustees/Managing General Partners of the relevant Fund or Funds and
their counsel, the relevant Fund or Funds and their counsel and the relevant
investment adviser and its counsel.


































                                       10



VIII.   INTERNAL USE

        The Code is intended solely for the internal use by the Funds and does
not constitute an admission, by or on behalf of any Fund, as to any fact,
circumstance, or legal conclusion



I have read and understand the terms of the above Code. I recognize the
responsibilities and obligations incurred by me as a result of my being subject
to the Code. I hereby agree to abide by the above Code.


------------------------------------

Date:_______________________________
































                                       11



                                    EXHIBIT B

                               INSTITUTIONAL FUNDS
                                COVERED OFFICERS

                          Mitchell M. Merin - President
  Ronald E. Robison - Executive Vice President and Principal Executive Officer
            James W. Garrett - Chief Financial Officer and Treasurer

                                  RETAIL FUNDS
                                COVERED OFFICERS

                          Mitchell M. Merin - President
  Ronald E. Robison - Executive Vice President and Principal Executive Officer
               Frank Smith - Chief Financial Officer and Treasurer









































                                       12



                                    EXHIBIT C

                                 GENERAL COUNSEL

                                   Barry Fink










































                                       13



                                                                   EXHIBIT 10 B1

                  CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

                                 CERTIFICATIONS

I, Ronald E. Robison, certify that:

1.   I have reviewed this report on Form N-CSR of Morgan Stanley Quality
     Municipal Income Trust;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such statements
     were made, not misleading with respect to the period covered by this
     report;

3.   Based on my knowledge, the financial statements and other financial
     information included in this report, fairly present in all material
     respects the financial condition, results of operations, changes in net
     assets, and cash flows (if the financial statements are required to include
     a statement of cash flows) of the registrant as of, and for, the periods
     presented in this report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Rule 30a-3(c) under the Investment Company Act of 1940) for the
     registrant and have:

a)   designed such disclosure controls and procedures, or caused such disclosure
     controls and procedures to be designed under our supervision, to ensure
     that material information relating to the registrant, including its
     consolidated subsidiaries, is made known to us by others within those
     entities, particularly during the period in which this report is being
     prepared;

[b)  Omitted.]

c)   evaluated the effectiveness of the registrant's disclosure controls and
     procedures and presented in this report our conclusions about the
     effectiveness of the disclosure controls and procedures, as of a date
     within 90 days prior to the filing date of this report based on such
     evaluation; and

d)   disclosed in this report any change in the registrant's internal control
     over financial reporting that occurred during the registrant's most recent
     fiscal half-year (the registrant's second fiscal half-year in the case of
     an annual report) that has materially affected, or is reasonably likely to
     materially affect, the registrant's internal control over financial
     reporting; and

5.   The registrant's other certifying officer(s) and I have disclosed to the
     registrant's auditors and the audit committee of the registrant's board of
     directors (or persons performing the equivalent functions):

a)   all significant deficiencies and material weaknesses in the design or
     operation of internal control over financial reporting which are reasonably
     likely to adversely affect the registrant's ability to record, process,
     summarize, and report financial information; and








                                       14



b)   any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's internal controls
     over financial reporting.

Date: December 18, 2003

                                                   /s/ Ronald E. Robison
                                                   Ronald E. Robison
                                                   Principal Executive Officer









































                                       15



                                                                   EXHIBIT 10 B2

                  CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

                                 CERTIFICATIONS

I,   Francis Smith, certify that:

6.   I have reviewed this report on Form N-CSR of Morgan Stanley Quality
     Municipal Income Trust;

7.   Based on my knowledge, this report does not contain any untrue statement of
     a material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such statements
     were made, not misleading with respect to the period covered by this
     report;

8.   Based on my knowledge, the financial statements and other financial
     information included in this report, fairly present in all material
     respects the financial condition, results of operations, changes in net
     assets, and cash flows (if the financial statements are required to include
     a statement of cash flows) of the registrant as of, and for, the periods
     presented in this report;

9.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Rule 30a-3(c) under the Investment Company Act of 1940) for the
     registrant and have:

b)   designed such disclosure controls and procedures, or caused such disclosure
     controls and procedures to be designed under our supervision, to ensure
     that material information relating to the registrant, including its
     consolidated subsidiaries, is made known to us by others within those
     entities, particularly during the period in which this report is being
     prepared;

[b)  Omitted.]

e)   evaluated the effectiveness of the registrant's disclosure controls and
     procedures and presented in this report our conclusions about the
     effectiveness of the disclosure controls and procedures, as of a date
     within 90 days prior to the filing date of this report based on such
     evaluation; and

f)   disclosed in this report any change in the registrant's internal control
     over financial reporting that occurred during the registrant's most recent
     fiscal half-year (the registrant's second fiscal half-year in the case of
     an annual report) that has materially affected, or is reasonably likely to
     materially affect, the registrant's internal control over financial
     reporting; and

10.  The registrant's other certifying officer(s) and I have disclosed to the
     registrant's auditors and the audit committee of the registrant's board of
     directors (or persons performing the equivalent functions):

c)   all significant deficiencies and material weaknesses in the design or
     operation of internal control over financial reporting which are reasonably
     likely to adversely affect the registrant's ability to record, process,
     summarize, and report financial information; and



                                       16



d)   any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's internal controls
     over financial reporting.

Date: December 18, 2003

                                                   /s/ Francis Smith
                                                   Francis Smith
                                                   Principal Financial Officer
































                                       17



                            SECTION 906 CERTIFICATION

                Certification Pursuant to 18 U.S.C. Section 1350,
                             As Adopted Pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002

Morgan Stanley Quality Municipal Income Trust

        In connection with the Report on Form N-CSR (the "Report") of the
above-named issuer for the period ended October 31, 2003 that is accompanied by
this certification, the undersigned hereby certifies that:

1.   The Report fully complies with the requirements of Section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and

2.   The information contained in the Report fairly presents, in all material
     respects, the financial condition and results of operations of the Issuer.



Date: December 18, 2003                            /s/ Ronald E. Robison
                                                   ---------------------------
                                                   Ronald E. Robison
                                                   Principal Executive Officer



A signed original of this written statement required by Section 906 has been
provided to Morgan Stanley Quality Municipal Income Trust and will be retained
by Morgan Stanley Quality Municipal Income Trust and furnished to the Securities
and Exchange Commission or its staff upon request.































                                       18



                            SECTION 906 CERTIFICATION

                Certification Pursuant to 18 U.S.C. Section 1350,
                             As Adopted Pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002

Morgan Stanley Quality Municipal Income Trust

        In connection with the Report on Form N-CSR (the "Report") of the
above-named issuer for the period ended October 31, 2003 that is accompanied by
this certification, the undersigned hereby certifies that:

1.   The Report fully complies with the requirements of Section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and

2.   The information contained in the Report fairly presents, in all material
     respects, the financial condition and results of operations of the Issuer.



Date: December 18, 2003                            /s/ Francis Smith
                                                   -----------------------------
                                                   Francis Smith
                                                   Principal Financial Officer


A signed original of this written statement required by Section 906 has been
provided to Morgan Stanley Quality Municipal Income Trust and will be retained
by Morgan Stanley Quality Municipal Income Trust and furnished to the Securities
and Exchange Commission or its staff upon request.

Manuel H. Johnson