EX-99.77Q1 OTHR EXHB

MORGAN STANLEY INVESTMENT MANAGEMENT
CODE OF ETHICS



Effective August 16, 2002



(Print Name)


The investment advisors, advisors, distribution companies
 and related service companies listed on the attached
 Schedule A that operate within Morgan Stanley Investment
Management (each; a "Covered Company" and collectively,
 "Investment Management") have adopted this Code of Ethics
 (the "Code"). The principal objectives of the Code are (i)
 to provide policies and procedures consistent with
applicable law and regulation, including Rule 17j-1
under the Investment Company Act of 1940, as amended
 (the "1940 Act"), and Section 204 A of the Investment
 Advisers Act of 1940, as amended (the "Advisers Act"),
  and (ii) to ensure that thepersonal trading and other
 business activities of Employees of Investment Management
(defined in Section III. below) are conducted in a manner
 consistent with applicable law and regulation and the
 general principles set forth in the Code.

Employees of Investment Management are also subject to the
 "Morgan Stanley Code of Conduct - Securities and Asset
 Management Businesses" (the "Code of Conduct"). The Code
of Conduct can be found on the Morgan Stanley Today intranet
 site at http://law.corp.msdw.com:8080/portal/cr/code_of_conduct_
securities_assetmgmt_12_7_00.pdf
Employees are reminded that they are also subject to other
 Morgan Stanley Investment Management policies, including
 policies on insider trading, the receipt of gifts, the
 handling of all internally distributed proprietary and
 confidential information, Morgan Stanley Investment
Management Senior Loan Firewall Procedures, and service as a
director of a publicly traded company. All internally
 distributed information is proprietary and confidential
 information and should not be discussed with people outside
 of Morgan Stanley Investment Management or
shared with anybody outside of the Investment Department.

I.	 Summary of Policy/Procedures

The Code is designed to ensure that all acts, practices and
 courses of business engaged in by Employees are conducted
 in accordance with the highest possible standards and to
prevent abuses or even the appearance of abuses by Employees
 relating to their personal trading and other business activity.
 The Code accomplishes this by requiring, among other

things, that Employees:

?	Pre-clear all personal securities transactions,
 including transactions in Morgan Stanley securities;
?	Pre-clear the opening of brokerage accounts and
maintain such accounts at Morgan Stanley (exception
 may be granted in unusual circumstances by the Local
 Compliance Group);
?	Report all securities transactions on a quarterly
 basis;
?	Not enter into a personal transaction in a Covered
 Security (defined in Section V. below) if there is an
 open order to purchase or sell that Covered Security
 for a Fund or a Managed Account
(defined in Section II. below);
?	Not acquire any security in an initial public
offering (IPO) or any other public underwriting;
?	Not acquire any private placements unless special
 permission is obtained from the Code of Ethics Review
 Committee (defined in Section VI. below);
?	Not serve on the board of any company without prior
 approval from the Code of Ethics Review Committee;
?	Not sell Covered Securities at a profit unless
the Covered Securities have been held for at least 60 days;
?	Not sell Covered Securities under any circumstances
 unless the Covered
Securities have been held for at least 30 days;
?	Not purchase any Covered Security sold by the Employee
 within the previous 30 days;
?	Not purchase any Covered Security sold by the Employee
 within the previous sixty days if the purchase price is
lower than any sale price within the 60-day period;
?	Report all holdings on an annual basis and certify
annually that they have read and understand the provisions
 of the Code;
?	Who are portfolio managers or analysts, or who report
 to a portfolio manager or analyst, not trade in a security
 if accounts they manage trade in the same security
within the 7 days prior to or 7 days following the Employee's
 transaction.

While the provisions of the Code, including exceptions to its
 general provisions, are more specifically described below,
 each Employee should note that with respect to their personal
securities transactions, compliance with the Code is a matter
 of understanding the basic requirements set forth above and
 making sure that the steps the Employee takes with respect to
each personal securities transaction, and their personal
investment activity in general, are in accordance with these
 requirements.  Employees with interpretative questions or
 any other questions are strongly urged to consult with their
Local Compliance Group prior to taking the action in question.




II.	General Principles

	A.	Shareholder and Client Interests Come First

Every Employee owes a fiduciary duty to the shareholders
 of registered investment companies (each; a "Fund" and
 collectively, the "Funds") and to the Managed Account
 Clients (defined as clients other than registered investment
companies including unregistered investment companies,
 institutional clients and individuals). This means that
 in every decision relating to investments, every
Employee must recognize the needs and interests of the Fund
shareholders and the Managed Account Clients, and be certain
that at all times the interests of the Fund shareholders and
 other Managed Account Clients are placed ahead of any
personal interest.

	B.	Avoid Actual and Potential Conflicts of Interest

The restrictions and requirements of the Code are designed
 to prevent behavior, which actually or potentially conflicts,
 or raises the appearance of actual or potential conflict,
with the interests of the Fund shareholders or the Managed
Account Clients. It is of the utmost importance that the
Personal Securities Transactions of Employees
(defined in Section IV below) be conducted in a
manner consistent with both the letter and spirit of the Code,
 including these principles, to ensure the avoidance of any
 such conflict of interest, or abuse of an
individual's position of trust and responsibility.

III.	Access Persons

"Access Persons" shall include all directors, officers,
 and employees of Investment Management as well as certain
 other persons falling within such definition under Rule
17j-1 under the 1940 Act and such other persons that may be
 so deemed by each Local Compliance Group from time to time,
except those persons who are not officers and
directors of an investment adviser under Morgan Stanley
Investment Management and who meet the following
criteria: (i) directors and officers of Morgan Stanley
Distributors, Morgan Stanley Distribution,
Morgan Stanley & Co., and Van Kampen Funds Inc. (each
a "Distributor" and collectively, the "Distributors")
that do not devote substantially all of their working
 time to the activities (including distribution activities)
 of an investment adviser under Morgan Stanley
Investment Management; (ii) directors and officers of the
Distributors that do not, in connection with their regular
 functions and duties, participate in, obtain information
 with respect to, or make recommendations as to, or purchase
 and sell securities on behalf of a Fund or a Managed Account
Client; and (iii) directors and officers of the Distributors
 that do not have access to information regarding the day-to-
day investment activities of Investment Management shall not
 be deemed Access Persons.  Such persons are, however, subject
to the Code of Conduct. The Local Compliance Group for each
 Covered Company will identify all Access Persons of Investment
Management and notify them of their pre-clearance and reporting
 obligations at the time they become an Access Person.
Access Persons will be referred to as "Employees" throughout
 the Code. Employees with questions concerning their status as
Access Persons are urged to consult with their Local Compliance Group.

IV. 	Grounds for Disqualification from Employment

Pursuant to the terms of Section 9 of the 1940 Act, no director,
 officer or employee of a Covered Company may become, or continue
 to remain, an officer, director or employee without an exemptive
order issued by the U.S. Securities and Exchange Commission if
such director, officer or employee:

A. within the past ten years has been convicted of any
 felonyor misdemeanor (i) involving the purchase or sale
 of any security; or (ii) arising out of their conduct as
an underwriter, broker, dealer, investment adviser, municipal
 securities dealer, government securities broker, government
 securities dealer, transfer agent, or entity or person required
 to be registered under the U.S. Commodity Exchange
Act, or as an affiliated person, salesman or employee of any
investment company, bank, insurance company or entity or person
 required to be registered under the Commodity Exchange Act; or

B. is or becomes permanently or temporarily enjoined
 by any court from: (i) acting as an underwriter, broker,
 dealer, investment adviser, municipal securities dealer,
government securities broker, government securities dealer,
 transfer agent, or
entity or person required to be registered under the U.S.
 Commodity Exchange
Act, or as an affiliated person, salesman or employee of any
 investment company,
bank, insurance company or entity or person required to be
 registered under the
U.S. Commodity Exchange Act; or (ii) engaging in or continuing
 any conduct or
practice in connection with any such activity or in connection
 with the purchase or
sale of any security.

It is your obligation to immediately report any conviction or
 injunction falling within the
foregoing provisions to the Chief Legal or Compliance Officer
 of Investment
Management.

V.	Personal Securities Transactions

	A.	Prohibited Conduct

No Employee shall buy or sell any "Covered Security"
(defined as all securities,
including any option to purchase or sell, and any security
 convertible into or
exchangeable for such securities, with the exception of those
 described in sub-
section C.3. below) for his/her own account or for an account
 in which the
individual has, or as a result of the transaction acquires,
 any direct or indirect
"beneficial ownership" (referred to herein as a
"Personal Securities Transaction")
unless:

1. pre-clearance of the transaction has been
 obtained; and

2. the transaction is reported in writing to the Local
 Compliance Group in accordance with the requirements below.

C. Restrictions and Limitations on Personal Securities
 Transactions

Except where otherwise indicated, the following restrictions
 and limitations govern
investments and personal securities transactions by Employees:

1. Covered Securities (defined in sub-section A. above)
 purchased may not
be sold until at least 30 calendar days from the purchase
trade date and
may not be sold at a profit until at least 60 calendar days
 from the purchase
trade date.  Covered Securities sold may not be repurchased
until at least
30 calendar days from the sale trade date. In addition,
Covered Securities
sold may not be purchased at a lower price until at least
 60 calendar days
from the sale trade date.  Any violation may result in
disgorgement of all
profits from the transactions as well as other possible
 sanctions.

2.	No short sales are permitted.

2. No transactions in options or futures are permitted,
 except that listed
options may be purchased, and covered calls written.
  No option may be
purchased or written if the expiration date is less than
60 calendar days
from the date of purchase.  No option position may be
closed at a profit
less than 60 calendar days from the date it is established.

3. No Employee may acquire any security in an initial
 public
 offering (IPO) or
any other public underwriting.  No Employee shall purchase
 shares of a
registered investment company that is managed by a Covered
 Company if
such investment company is not generally available to the
 public, unless
the vehicle is designed for Morgan Stanley employees and
there is no
intention of it becoming public in the future.

5a.	Private placements of any kind may only be acquired
 with special
permission from the Code of Ethics Review Committee and,
if approved,
will be subject to continuous monitoring by the Local
Compliance Group for
possible future conflict.  Any Employee wishing to
request approval for
private placements must complete a Private Placement
 Approval Request
Form and submit the form to the Local Compliance Group.
A copy of the
Private Placement Approval Request Form, which may be
revised from
time to time, is attached as Exhibit A. Where the Code
 of Ethics Review
Committee approves any acquisition of a private placement,
 its decision
and reasons for supporting the decision will be documented
 in a written
report, which is to be kept for five years by the Local
 Compliance Group
after the end of the fiscal year in which the approval
 was granted.

5b.	Any Employee who has a personal position in an issuer
 through a private
placement must affirmatively disclose that interest if such
 person is
involved in consideration of any subsequent investment
decision by a Fund
or Managed Account regarding any security of that issuer
 or its affiliate. In
such event, the President or Chief Investment Officer of
Investment
Management shall independently determine the final investment
 decision.
Written records of any such circumstance shall be sent to the
 Local
Compliance Group and maintained for a period of five years after
 the end
of the fiscal year in which the approval was granted.

Restrictions 6.a. and 6.b. apply only to portfolio managers
 and research analysts (and
all persons reporting to portfolio managers and research analysts)
 of Investment
Management. Restriction 6.c. applies only to personnel in the
 trading department of
each Covered Company.

6a.	No purchase or sale transaction may be made in any
Covered Security by
any portfolio manager or research analyst (or person reporting
 to a
portfolio manager or research analyst) for a period of 7
 calendar days
before or after that Covered Security is bought or sold by
 any Fund (other
than Morgan Stanley Value-Added Market Series, Morgan Stanley
 Select
Dimensions Investment Series - Value-Added Market Portfolio,
 and
Morgan Stanley index funds, or Portfolios) or any Managed Account
 (other
than index-based Managed Accounts) for which such portfolio
 manager or
research analyst (or person reporting to a portfolio manager
 or research
analyst) serves in that capacity.

6b.	The definition of portfolio manager shall also extend
 to any person involved
in determining the composition of the portfolios of Funds that
 are UITs or
who have knowledge of a composition of a UIT portfolio prior
 to deposit.
These individuals shall not buy or sell a Covered Security
 within 7 calendar
days before or after such Covered Security is included in the
initial deposit
of a UIT portfolio.

6c.	No purchase or sale transaction may be made in any
Covered Security
traded through the appropriate Covered Company's trading
desk(s) (as
determined by the Local Compliance Group) by any person on
 that trading
desk at the same time that any Fund (other than Morgan
Stanley Value-
Added Market Series, Morgan Stanley Select Dimensions
Investment
Series-Value-Added Market Portfolio, and Morgan Stanley
 index funds, or
Portfolios) or any Managed Account (other than index-based
 Managed
Accounts) has a pending purchase or sale order in that same
 Covered
Security.

6d.	Any transaction by persons described in sub-sections
6.a., 6.b., and 6.c.
above within such enumerated period may be required to be
reversed, if
applicable, and any profits or, at the discretion of the
Code of Ethics
Review Committee, any differential between the sale price
of the Personal
Security Transaction and the subsequent purchase or sale
price by a
relevant Fund or Managed Account during the enumerated
period, will be
subject to disgorgement; other sanctions may also be applied.

7. No Employee shall purchase or sell any Covered
Security which to their
knowledge at the time of such purchase or sale: (i) is being
 considered
for purchase or sale by a Fund or a Managed Account; or (ii)
 is being
purchased or sold by a Fund or a Managed Account.  With respect
 to
portfolio managers and research analysts (and all persons
 reporting to
portfolio managers and research analysts) of a Covered Company,
 no
such persons may purchase shares of a closed-end investment
 company
over which such person exercises investment discretion.

8. If a transaction is not executed on the day pre-clearance
 is granted, it is
required that pre-clearance be sought again on a subsequent day
(i.e.,
open orders, such as limit orders, good until cancelled orders
 and stop-loss
orders, must be cleared each day until the transaction is
 effected).

9.	Employees shall not participate in investment clubs.

Important: Regardless of the limited applicability of
 Restrictions 6.a., 6.b., and
6.c. each Local Compliance Group monitors all transactions by
 Employees in all
locations in order to ascertain any pattern of conduct that may
 evidence actual or
potential conflicts with the principles and objectives of the
 Code, including a
pattern of front-running.  The Compliance Group of each Covered
 Company: (i) on
a quarterly basis, will provide the Boards of Directors/Trustees
 of the Funds it
manages with a written report that describes any issues that arose
 during the
previous quarter under the Code and, if applicable, any Funds'
Sub-Adviser's
Code of Ethics, including but not limited to, information
about material violations
and sanctions imposed in response to the material violations;
 and (ii) on an annual
basis, will certify that each Covered Company has adopted procedures
reasonably necessary to prevent its Employees from violating
 the Code.  Also, as
stated elsewhere in this Code, any violation of the foregoing
 restrictions may
result in disgorgement of all profits from the transactions
 as well as other possible
sanctions.

	C.	Pre-Clearance Requirement

		1.	Procedures

			(a)	From Whom Obtained

All Employees are required to obtain pre-clearance of a
 Personal
Securities Transaction by: (i) confirming that no open
 orders exist
in the same or related security with the appropriate
trading desk(s)
(as determined by the Local Compliance Group); and (ii)
 having
the transaction approved by the Local Compliance Group.

Portfolio managers and research analysts (or persons
reporting to
portfolio managers or research analysts) of Investment
Management seeking approval for a Personal Securities
Transaction must obtain an additional approval signature
 from a
designated Senior Portfolio Manager (prior to
pre-clearance from
the Local Compliance Group).  Trading desk personnel
 at any
Covered Company seeking approval for a Personal
Securities
Transaction must obtain an additional approval signature
 from their
immediate supervisor prior to pre-clearance from
the Local
Compliance Group.

A copy of the Personal Securities Transaction Approval
 Form, which
may be revised from time to time, is attached as
Exhibit B.

Each Local Compliance Group has implemented procedures
reasonably designed to monitor purchases and sales
 effected
pursuant to these pre-clearance procedures.

(b)	Permitted Brokerage Accounts

All securities transactions must be made through a
Morgan Stanley
brokerage account . No other brokerage accounts are
permitted
unless special permission is obtained from the Local
Compliance
Group.  If an Employee maintains an account(s) outside
 of Morgan
Stanley, that Employee must transfer his/her account
(s) to a Morgan
Stanley brokerage account as soon as practical (generally
 thirty
days or less).  Failure to do so will be considered a
 significant
violation of the Code.  In the event permission to
 maintain an
outside brokerage account is granted by the Local
Compliance
Group, it is the responsibility of the Employee to
arrange for
duplicate confirmations of all securities transactions
and monthly
brokerage statements to be sent to the Local Compliance
 Group.

Prior to opening a Morgan Stanley brokerage account,
Employees
must obtain approval from their Local Compliance Group.
  No
Employee may open a brokerage account unless a completed
 and
signed copy of a Morgan Stanley Employee Account Request
 Form
is submitted to the Local Compliance Group for approval.
 A copy of
the Morgan Stanley Employee Account Request Form, which
 may
be revised from time to time, is attached as Exhibit C.
  After
account has been opened, Employees are responsible for
 reporting
their Morgan Stanley account number to the Local
Compliance
Group.

 (c)	Personal Securities Transaction Approval Form

Pre-clearance must be obtained by completing and signing
 the
Personal Securities Transaction Approval Form, provided
for that
purpose, and obtaining the proper pre-clearance signatures.
  The
Approval Form must also indicate, as applicable, the name
 of the
individual's financial advisor, the branch office numbers,
 as well as
other required information.

If an Employee has more than one account under his/her
 control,
the Employee must indicate for which account the trade
 is intended
on the Personal Securities Transaction Approval Form.
 Employees
are required to have duplicate copies of their trade
 confirms and
account statements (which can be electronically
transmitted) sent to
the Local Compliance Group for each account the Employee
 has, or
as a result of the transaction acquires, any direct
 or indirect
beneficial ownership (as defined in sub-section
 C.4.  below).

			(d)	Filing

After all required signatures are obtained, the Personal
Securities
Transaction Approval Form must be filed with the Local
 Compliance
Group by noon of the day following execution of the
trade for filing in
the respective individual's Code of Ethics file.  The
 Employee should
retain a copy for his/her records. (The Local Compliance
 Group will
also retain a copy of the form if a pre-clearance request
 is denied.)

		2.	Factors Considered in Pre-Clearance of
 Personal Securities Transactions

In reviewing any trade for approval, the following factors,
 among others, will
generally be considered in determining whether or not to
clear a proposed
transaction:

(a) Whether the amount or the nature of the
 transaction,
 or the person
making it, is likely to affect the price or market of
 security that is held
by a Fund or a Managed Account Client.

(b) Whether the purchase or sale transaction of the
 Covered Security
by the Employee: (i) is being considered for purchase or
 sale by a
Fund or a Managed Account; or (ii) is being purchased or
 sold by a
Fund or a Managed Account Client.

(c) Whether the individual making the proposed
 purchase
 or sale is
likely to benefit from purchases or sales being made or
 considered
on behalf of any Fund or a Managed Account Client.

(d) Whether the transaction is non-volitional on the
 part of the
individual.

(e) Whether the transaction is conducted in a manner
 that is consistent
with the Code to avoid any potential for appearance of
 impropriety.

In addition to the requirements set forth in the Code,
the Local Compliance
Group and/or, if applicable, designated Senior Portfolio
Manager/immediate trading room supervisor (as appropriate),
 in keeping
with the general principles and objectives of the Code, may
 refuse to grant
pre-clearance of a Personal Securities Transaction in their
 sole discretion
without being required to specify any reason for the refusal.

		3.     	Exempt Securities

(a) The securities listed below are exempt from:
(i) the restrictions of
Section V., sub-sections B.1. , B.6. and B.7.; (ii)
 the pre-clearance
requirements; and (iii) the initial, quarterly and
 annual reporting
requirements.  Accordingly, it is not necessary to
obtain pre-
clearance for Personal Securities Transactions in any
 of the
following securities, nor is it necessary to report
such securities in
the quarterly transaction reports or the initial and
annual securities
holdings list:

(i)	Direct obligations of the United States Government ;
(ii)	Bank Certificates of Deposit;
(iii)	Bankers' Acceptances;
(iv)	Commercial Paper;
(v) High Quality Short-Term Debt Instruments
(which for these
purposes are repurchase agreements and any instrument
that has a maturity at issuance of less than 366 days
 that is
rated in one of the two highest categories by a
Nationally
Recognized Statistical Rating Organization); and
(vi) Shares of open-end investment companies
(mutual funds).
(Exchange Traded Funds ("ETFs") and Closed-end funds
must be pre-cleared and are subject to all other
 reporting
requirements.)

(b) Transactions in redeemable Unit Investment Trusts
 are exempt from
the restrictions contained in Section V., sub-sections
B.1. , B.6. and
B.7 and the pre-clearance requirement of Section V.,
 sub-section
C., but are subject to the initial, quarterly and
annual reporting
requirements of Section V. , sub-section D.

(c) All Employees wishing to participate in an
 issuer's direct stock
purchase plan or automatic dividend reinvestment
 plans must
submit a memorandum to the Local Compliance Group
stating the
name and the amount to be invested in the plan.
Any sale
transactions from an automatic dividend reinvestment
 plan must be
pre-approved. Purchases under an issuer's direct
stock purchase
plan or automatic dividend reinvestment plan are
exempt from the
restrictions contained in sub-sections B.1. , B.6.
 and B.7. and the
pre-clearance requirement but are subject to the
 initial, quarterly
and annual reporting requirements.

(d) Holdings and transactions in MWD stock  are subject
(e)  to the initial,
quarterly and annual reporting requirements as well as the
 30-day
holding period restriction and the 60-day short swing profit
 restriction
and the pre-clearance requirements described above.  The
restrictions imposed by Morgan Stanley on Senior Management
 and
other persons in connection with transactions in MWD stock
 are in
addition to this Code, and must be observed to the extent
applicable. Employees are required to read the Code of
Conduct for
a listing of specific restrictions and limitations
 relating to the
purchase or sale of MWD stock.

(f) Employees may maintain fully discretionary accounts
 managed by
either an internal or external registered investment
 adviser
provided that each of the following conditions
are met: (i) the
investment program is offered by Morgan Stanley;
(ii) the portfolio
manager's strategy/investment discipline/investment
 program
offered/utilized is the same for both Employee and
 non-Employee
client accounts; (iii) written permission is obtained
 from the
Director of Compliance and the Chief Investment
Officer (or their
designees) prior to opening a fully discretionary
account; (iv)
written certification is obtained stating that there
 will be no
communication between the portfolio manager and the
 Employee
with regard to investment decisions prior to execution;
and (v)
Employee accounts will be treated no differently
from non-
Employee accounts. The Employee must designate
duplicate
copies of trade confirmations and monthly statements
to be sent
to the Compliance Department. To the extent that an
Employee
directs trades for tax purposes, that Employee shall
 obtain pre-
clearance for each transaction from his/her Local
Compliance
Group.

		4.	Accounts Covered

An Employee must obtain pre-clearance for any Personal
 Securities
Transaction if such Employee has, or as a result of the
 transaction
acquires, any direct or indirect beneficial ownership
 in the security.

The term "beneficial ownership" shall be interpreted with
 reference to the
definition contained in the provisions of Section 16 of
 the Securities
Exchange Act of 1934. Generally, a person is regarded
as having
beneficial ownership of securities held in the name of:

(a)	the individual; or

(b)	a husband, wife or a minor child; or

(c) 	a relative sharing the same house; or

(d)	other person if the Employee:

(i) obtains benefits substantially equivalent to
ownership of the
securities;

(ii) can obtain ownership of the securities immediately
 or at
some future time; or

(iii) can have investment discretion or otherwise can
 exercise
control.

The following circumstances constitute Beneficial Ownership
 by an
Employee of securities held by a trust:

(a) Ownership of securities as a trustee where either
 the Employee or
members of the Employee's immediate family have a vested
interest in
the principal or income of the trust.

(b) Estate or trust accounts in which the Employee has
 the power to effect
investment decisions, unless a specific exemption is granted.

(c) Any Employee who is a settlor of a trust is required
to comply with all
the provisions of the Code, unless special exemption in advance
 is
granted by the Local Compliance Group and: (i) the Employee
 does not
have any direct or indirect beneficial interest in the trust;
 (ii) the
Employee does not have the direct or indirect power to
effect
investment decisions for the trust, and (iii) the consent
 of all the
beneficiaries is required in order for the Employee to revoke the trust.

It is the responsibility of the Employee to arrange for
 duplicate
confirmations of all securities transactions and monthly
 statements to be
sent to the Local Compliance Group.  The final determination
 of beneficial
ownership is a question to be determined in light of the
facts of each
particular case.  If there are any questions as to
beneficial ownership,
please contact your Local Compliance Group.

		5.	Exemption from Pre-clearance Requirement

Pre-clearance is not required for any account where the
Employee does
not have direct or indirect beneficial ownership.  In case
 of doubt as to
whether an account is covered by the Code, Employees must
 consult with
their Local Compliance Group.

D.	Report of Transactions

1.	Transactions and Accounts Covered

(a) All Personal Securities Transactions in Covered
(b)  Securities must be
reported in the next quarterly transaction report after
the transaction
is effected.  The quarterly report shall contain the
following
information:

(i) The date of the transaction, the title, interest
rate and
maturity date  (if applicable), number of shares and
principal
amount of each security involved;

(ii) The nature of the transaction (i.e., purchase,
sale, or any
other type of acquisition or disposition);

(iii) The price at which the purchase or sale was
effected;

(iv) The name of the broker, dealer, or bank with,
or through
which, the purchase or sale was effected; and

(v) The date the report was submitted to the
Local Compliance
Group by such person.

In addition, any new brokerage account(s) opened
during the
quarter without approval from the Local Compliance
 Group as well
as the date(s) the account(s) was (were) opened must
 be reported.
The report must contain the following information:

(i) The name of the broker, dealer, or bank with
whom the
	account was established;

(ii)	The date the account was established; and

(ii) The date the report was submitted to the Local
 Compliance
Group.

(c) An Employee need not make a quarterly transaction
(d)  report if
he/she: (i) maintains only a Morgan Stanley brokerage
account and
the report would duplicate information contained in the
broker trade
confirms, system generated reports or account statements
received
by the Local Compliance Group; and (ii) has not opened any
new
brokerage accounts or mutual fund accounts with brokerage
facilities without obtaining approval from their Local
Compliance
Group during the quarter.

2.       Time of Reporting

(a) Initial Listing of Securities Holdings and Brokerage
 Accounts Report

	Each Employee must provide an Initial Listing of
Securities Holdings
and Brokerage Accounts Report to their Local Compliance
Group
disclosing: (i) all Covered Securities, including private
placement
securities, beneficially owned by the Employee listing the
title of the
security, number of shares held, and principal amount of
 the
security; (ii) the name of the broker dealer or financial
institution
where the Employee maintains a personal account; and (iii)
 the date
the report is submitted by the Employee.  New Access Persons
 will
be required to provide a listing as of the date such
person becomes
an Access Person of all holdings in Covered Securities
 and all
outside brokerage accounts and mutual fund accounts with
brokerage facilities.  This report must be provided no
later than 10
calendar days after a person becomes an Access Person.

(b) Quarterly Securities Transactions and New
Brokerage Account(s)
Reports

	Quarterly Securities Transactions and New Brokerage
Account(s)
Reports must be submitted by Employees within 10 calendar
days
after the end of each calendar quarter. Any new brokerage
account(s) opened during the quarter without their Local
Compliance Group's prior approval, as well as the date(s)
the
account(s) was (were) opened, must be reported within 10
calendar
days after the end of each calendar quarter.

(c) Annual Listing of Securities Holdings Reports and
Certification of
Compliance

The Annual Listing of Securities Holdings Report and
 Certification of
Compliance requires all Employees to provide an annual
 listing of
holdings of: (i) all Covered Securities beneficially owned,
 listing the
title of the security, number of shares held, and
principal amount
of the security as of December 31 of the preceding
year, (ii) the
name of any broker dealer or financial institution
 where the
account(s) in which Covered Securities were maintained,
 as of
December 31 of the preceding year; and (iii) the date
the report is
submitted.   This report must be provided no later than
 30 calendar
days after December 31 each year.  In the case of
Employees
maintaining Morgan Stanley brokerage accounts for
which broker
trade confirms, system generated reports or account
statements are
already received on a quarterly basis by the Local
 Compliance
Group, an annual certification (Certification of
Compliance) that the
holdings information already provided to the Local
 Compliance
Group accurately reflects all such holdings will
satisfy the
aforementioned requirement.

		3.	Form of Reporting

The Initial Listing of Securities Holdings and Brokerage
Accounts Report,
Quarterly Securities Transactions and New Brokerage Account
(s) Reports,
and the Annual Listing of Securities Holdings Report and
 Certification of
Compliance must be completed on the appropriate forms,
attached as
Exhibits D, E, and F respectively, which would be provided
by each Local
Compliance Group.  By not submitting a quarterly transaction
report form,
an Employee will be deemed to have represented that such
person has: (i)
executed reportable transactions only in accounts listed
 with the Local
Compliance Group; or (ii) only traded securities exempt
from the reporting
requirements.  Copies of the Initial Listing of Securities
Holdings Report
and Brokerage Accounts Report, Quarterly Securities
Transactions and
New Brokerage Account(s) Reports, and the Annual Listing
 of Securities
Holdings Report and Certification of Compliance, which
may be revised
from time to time, are attached as Exhibits D, E, and F,
 respectively.

		4.	Responsibility to Report

The responsibility for reporting is imposed on each
individual required to
make a report.  Any effort by a Covered Company to
 facilitate the reporting
process does not change or alter that individual's
 responsibility.

5.	Leave of Absence

Employees on leave of absence may not be subject to
the pre-clearance
and reporting provisions of the Code, provided that,
during their leave
period, they: (i) do not participate in, obtain
information with respect to,
make recommendations as to, or make the purchase and
sale of securities
on behalf of a Fund or a Managed Account Client; and
(ii) do not have
access to information regarding the day-to-day
investment activities of
Investment Management.

		6.	Where to File Report

All reports must be filed by Employees with their
Local Compliance Group.

		7.	Responsibility to Review

Each Local Compliance Group will review all Initial
Listing of Securities
Holdings and Brokerage Accounts Reports, Quarterly
 Securities
Transactions and New Brokerage Account(s) Reports,
and Annual Listing
of Securities Holdings Reports and Certification of
 Compliance, filed by
Employees, as well as broker confirmations, system
generated reports,
and account statements.

VI.	Review Committee

A Code of Ethics Review Committee, consisting of the
President/Chief Operating Officer,
Chief Investment Officer, Chief Legal Officer, and the
Chief Administrative Officer -
Investments of Morgan Stanley Investment Management or
their designees will review
and consider any proper request of an Employee for relief
or exemption from any
restriction, limitation or procedure contained herein
consistent with the principles and
objectives outlined in this Code.  The Committee shall meet
 on an ad hoc basis, as it
deems necessary, upon written request by an Employee stating
the basis for the
requested relief.  The Committee's decision is within its
sole discretion.

VII.	Service as a Director

No Employee may serve on the board of any company without
prior approval of the Code
of Ethics Review Committee.  If such approval is granted,
it will be subject to the
implementation of information barrier procedures to isolate
any such person from making
investment decisions for Funds or Managed Accounts concerning
the company in
question.

VIII.	Gifts

No Employee shall accept directly or indirectly anything of
 value, including gifts and
gratuities, in excess of $100 per year from any person or entity
 that does business with
any Fund or Managed Account, not including occasional meals
 or tickets to theater or
sporting events or other similar entertainment.

IX.	Sanctions

Upon discovering a violation of this Code, Investment
Management may impose such
sanctions as they deem appropriate, including a reprimand
 (orally or in writing),
demotion, suspension or termination of employment and/or
other possible sanctions.
The President/Chief Operating Officer of Investment
Management and the Chief Legal
Officer or Compliance Officer together, are authorized
 to determine the choice of
sanctions to be imposed in specific cases, including
termination of employment.

X.	Employee Certification

Employees are required to sign a copy of this Code
indicating their understanding of, and
their agreement to abide by the terms of this Code.

In addition, Employees will be required to certify
annually that: (i) they have read and
understand the terms of this Code and recognize the
responsibilities and obligations
incurred by their being subject to this Code; and (ii)
they are in compliance with the
requirements of this Code, including but not limited to
the reporting of all brokerage
accounts, and the pre-clearance of all non-exempt Personal
Securities Transactions in
accordance with this Code.


I have read and understand the terms of the above Code.
 I recognize the responsibilities and
obligations, including but not limited to my quarterly
transaction, annual listing of holdings,
and initial holdings reporting obligations (as applicable),
 incurred by me as a result of my
being subject to this Code.  I hereby agree to abide by
the above Code.



(Signature)					(Date)


(Print name)


MORGAN STANLEY INVESTMENT MANAGEMENT CODE OF ETHICS

Dated: August 16, 2002


								SCHEDULE A


MORGAN STANLEY INVESTMENT ADVISORS INC. ("ADVISORS")
MORGAN STANLEY INVESTMENT MANAGEMENT INC. ("MSIM")
MORGAN STANLEY INVESTMENT GROUP INC. ("MSIG")
MORGAN STANLEY INVESTMENT MANAGEMENT LIMITED ("MSIM-LTD.")
MORGAN STANLEY INVESTMENT MANAGEMENT COMPANY ("MSIM-SINGAPORE")
MORGAN STANLEY ASSET & INVESTMENT TRUST
MANAGEMENT CO., LIMITED ("MSAITM-TOKYO")
MORGAN STANLEY INVESTMENT MANAGEMENT
PRIVATE LIMITED ("MSIM MUMBAI")
MORGAN STANLEY INVESTMENTS LP ("MSI-LP")
MORGAN STANLEY ALTERNATIVE INVESTMENT PARTNERS LP ("AIP-LP")
MORGAN STANLEY AIP GP LP  ("AIP GP-LP")
MORGAN STANLEY SERVICES COMPANY INC. ("SERVICES")
MORGAN STANLEY DISTRIBUTORS INC. ("MORGAN STANLEY DISTRIBUTORS")
MORGAN STANLEY DISTRIBUTION, INC. ("MORGAN STANLEY DISTRIBUTION")
MORGAN STANLEY & CO. INCORPORATED  ("MORGAN STANLEY & CO.")
VAN KAMPEN INVESTMENT ADVISORY CORP. ("VKIAC")
VAN KAMPEN ASSET MANAGEMENT INC. ("VKAM")
VAN KAMPEN ADVISORS INC. ("VK ADVISORS")
VAN KAMPEN INVESTMENTS, INC. ("VK INVESTMENTS")
VAN KAMPEN FUNDS INC. ("VK FUNDS")


















  Morgan Stanley brokerage account shall mean an account
 with an affiliated Morgan Stanley broker in the Employee's
local jurisdiction.
  Includes securities that carry full faith and credit of
the U.S. government for the timely payment of principal and
interest, such as Ginnie
Maes, U.S. Savings Bonds, and U.S. Treasuries.
  In connection with the sale of MWD stock, periodic
 purchases through employer sponsored equity purchase plans
 shall not be looked to in
calculating the 30-day holding period restriction or the
 60-day short swing profit restriction.,
  For MSAITM-Tokyo, the receipt of gifts shall not be in
 excess of 20,000 per year.  For MSIM-Mumbai, the receipt
 of gifts shall not be in
excess of INR 4,500.  For MSIM-Singapore, the receipt of
 gifts shall not be in excess of SGD 170.  For MSIM-Ltd,
 the receipt of gifts shall
not be in excess of Europe 50 or equivalent.







1

EX-99.77Q1 OTHR EXHB

MSDW ASSET MANAGEMENT
Code of Ethics For Registered Investment Companies

I.	Introduction

This Code of Ethics (the "Code") applies to the
 registered investment companies (each, a
"Fund" and collectively, the "Funds") advised or
managed by any affiliate of Morgan Stanley
Dean Witter & Co. (MSDW), except for any investment
 company (i) for which Van Kampen
Asset Management, Inc. acts as Investment Adviser
or Investment Manager or (ii) that is sub-
advised, but not advised by, an advisory affiliate
 of MSDW, in compliance with Rule 17j-1
promulgated by the Securities and Exchange
Commission ("SEC") under the Investment
Company Act of 1940, as amended (the "1940 Act").
  This Code covers all persons who are
"Access Persons" of the Funds, as that term is
defined in Rule 17j-1.  To the extent that any such
individuals are subject to compliance with the
Code of Ethics of the Funds' Investment
Adviser(s) or Investment Manager(s) (any such
entity may be referred to as an "Investment
Adviser"), and/or Sub-Adviser(s), as applicable,
 whose Codes have also been established
pursuant to Rule 17j-1, compliance by such individuals
 with the provisions of the Code of the
applicable Investment Adviser shall constitute
compliance with this Code.  The Code will only
be effective for a Fund upon its adoption by that
Fund's Board of Directors or Trustees pursuant
to Rule 17j-1.

II.	Personal Transactions

A. Reports of Transactions - Independent
Directors/Trustees

A director or trustee of a Fund who is not an
"interested person" of the Fund within the
meaning of section 2(a)(19) of the 1940 Act
("an Independent Director/Trustee") shall report
quarterly to the Fund any personal transaction in
 a security if he or she knows or in the course of
his/her duties as a Director/Trustee of the Fund,
 should have known that:  the Fund has
purchased or sold the same security, or the Fund's
 Investment Adviser considered purchasing or
selling the same security, during the 15 day period
 immediately before or after the
Director/Trustee's transaction in the same security.

B. Reports of Transactions, Brokerage Accounts and
 Holdings - Access Persons Who
Are Not Independent Directors/Trustees

An Access Person who is not an Independent
Director/Trustee of a Fund shall report all
non-exempt securities transactions and new brokerage
 accounts on a quarterly basis.

An Access Person who is not an Independent
Director/Trustee of a Fund shall provide
annually: (i) a listing of holdings of all securities
 beneficially owned as of December 31 of the
preceding year, except securities exempt from reporting
 under Section  II(D)(2) hereof, listing the
title of the security, number of shares held, and
 principal amount of the security, (ii) the name of
any broker dealer or financial institution where an
 account was maintained, as of December 31 of
the preceding year (a current listing will also
 be required upon the effectiveness of this Code)
 and
(iii) the date the Report is submitted by the
Access Person.  An Access Person who is not an
Independent Director/Trustee of a Fund must obtain
 approval from the Fund before directly or
indirectly acquiring beneficial ownership in any
 securities in an initial public offering or in a
limited offering.  The information must be current
 as of a date not more than 30 days before the
report is submitted.  New Access Persons who are
 not Independent Directors/Trustees of a Fund
will be required to provide a listing of all
non-exempt securities holdings, with the information set
forth above, as of the date of commencement of
 employment as well as a listing of all outside
brokerage accounts no later than ten days after
 that person becomes an Access Person.

C. Reports of Transactions, Brokerage Accounts
 and Holdings - General

Any quarterly report required under Section II(A)
 or (B) above must be made within ten
days after the end of the calendar quarter in which
 the personal transaction occurred.  The report
may be made on the form provided by the applicable
 Fund's Investment Adviser or may consist
of a broker statement that provides at least the
 same information.  In the event that the Investment
Adviser already maintains a record of the required
information, an Access Person may satisfy this
requirement by (i) confirming in writing
(which may include e-mail) the accuracy and completeness
of the record and disclosing the beneficial ownership
 of securities (if any) not listed on the account
statement and (ii) recording the date of the
confirmation.  Copies of the Investment Advisers'
forms, which may be revised at any time, are attached.

The Compliance Group of a Fund's Investment Adviser
 will identify and advise all Access
Persons of the Fund, including the Independent
Directors/Trustees, subject to the reporting
requirement under (A) or (B) above, of their
reporting requirement.  Each report required under
Section II(A) or (B) above will be submitted for
 review by the applicable Compliance Group of the
Investment Adviser.

D.	Definitions and Exemptions

(1)	Definitions

For purposes of this Code the term
"personal transaction" means the purchase or sale,
 or
other acquisition or disposition, of a security for
 the account of the individual making the
transaction or for an account in which he or she has,
 or as a result of the transaction acquires, any
direct or indirect beneficial ownership in a security.

The term "beneficial ownership" shall be interpreted
 with reference to the definition
contained in the provisions of Section 16 of the
Securities Exchange Act of 1934, as
amended. Generally, under Section 16, a person is
 regarded as having beneficial ownership
of securities held in the name of:

(a)	the individual; or

(b) a husband, wife or a minor child;
  or

(c) a relative sharing the same
 household; or

(d) other person if the Access
 Person:

(i) obtains benefits substantially equivalent
 to ownership
 of the securities; or

(ii) can obtain ownership of the securities
 immediately
 or at some future time.

The term "Access Person" is defined by Rule 17j-1
 under the
1940 Act as (i) any
director, officer, or general partner of a fund or
 of a fund's investment adviser, or any
employee of a fund or of a fund's investment adviser
 (or of any company in a Control
relationship to the Fund or investment adviser) who,
 in connection with his or her regular
functions or duties, participates in the selection
 of a fund's portfolio securities or who has
access to information regarding a fund's future
purchases or sales of portfolio securities;
or (ii) any director, officer, or general partner
of a principal underwriter who in the
ordinary course of business, makes, participates
 in or obtains information regarding, the
purchase or sale of securities for the fund for
which the principal underwriter acts, or
whose functions or duties in the ordinary course
of business relate to the making of any
recommendation to the fund regarding the purchase
or sale of securities.

(2)	Exemptions

No report is required for a personal transaction
in any of the following securities:

(i)	U.S. Government Securities;
(ii)	Bank Certificates of Deposit;
(iii)	Bankers' Acceptances;
(iv)	Commercial Paper;
(v)	U.S. Government Agency Securities;
(vi) High Quality Short-Term Instruments
(including repurchase
agreements); and
(vi) Open-end registered investment companies
(mutual funds).

Also, no report is required with respect to (i)
 any account over which the access person
has no influence or control.

III.	Code Violations

Any officer of a Fund who discovers a violation or
apparent violation of this Code by an
Access Person shall bring the matter to the attention
 of the Chief Executive Officer or General
Counsel of the Fund who shall then report the matter
to the Board of Directors or the Board of
Trustees, as the case may be, of the Fund.  The Board
 shall determine whether a violation has
occurred and, if it so finds, may impose such
sanctions, if any, as it considers appropriate.

IV.	Administration of Code of Ethics

No less frequently than annually the Board of Directors
 or the Board of Trustees of each
of the Funds shall be provided with a written report by
 each of the Funds and the applicable
Investment Advisers (and, if applicable, the
Sub-Adviser(s)), that describes any new issues
arising under the Code, including information on
 material violations of the Code of Ethics or
procedures and sanctions imposed, and certifies
that each Fund and the Investment Advisers
(and, if applicable, the Sub-Adviser(s)) have adopted
 procedures reasonably necessary to prevent
Access Persons from violating the Code of Ethics.





GEORGE/CODETHICS-MSDW Funds

EX-99.77Q3 CERT

MORGAN STANLEY QUALITY MUNICIPAL INCOME TRUST

Exhibit 77Q3:	Certification

(a)(i) The Principal Executive Officer and Principal Financial
Officer of Morgan Stanley Quality Municipal Income Trust (the
"Fund") have evaluated the disclosure controls and procedures
(as defined in Rule 30a-2(c)) of the Fund within 90 days of the
filing date of this Form N-SAR (the "Effective Date") and they
believe that the disclosure controls and procedures are
effective.

(a)(ii)  There have been no significant changes in Morgan
Stanley Quality Municipal Income Trust' internal controls or in
other factors that could significantly affect these controls
subsequent to the date of their evaluation, including any
corrective actions with regard to significant deficiencies and
material weaknesses.

(a)(iii) CERTIFICATIONS

I, Mitchell M. Merin, certify that:

1.	I have reviewed this report on Form N-SAR 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 information included in
this report, and the financial statements on which the
financial information is based, 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 registrants' other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in the 30a-2(c) under the
Investment Company Act) for the registrant and have:

a)	designed such disclosure controls and procedures 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)	evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this report (the "Evaluation Date"); and

c)	presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;

5.	The registrants' other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing he
equivalent functions):

a)	all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize, and
report financial data and have identified for the
registrant's auditors any material weaknesses in internal
controls; and

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

6. The registrant's other certifying officers and I have
indicated in this report whether or not there were
significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies
and material weaknesses.

Date: December 19, 2002


				______
	Mitchell M. Merin
President and Chief Executive Officer






















MORGAN STANLEY QUALITY MUNICIPAL INCOME TRUST

Exhibit 77Q3:	Certification


(a)(iii) CERTIFICATIONS

I, Francis Smith, certify that:

1.	I have reviewed this report on Form N-SAR 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 information included
in this report, and the financial statements on which the
financial information is based, 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 registrants' other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in the 30a-2(c) under
the Investment Company Act) for the registrant and have:

a)	designed such disclosure controls and procedures 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)	evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within
90 days prior to the filing date of this report (the
"Evaluation Date"); and

c)	presented in this report our conclusions about the
effectiveness of the disclosure controls and
procedures based on our evaluation as of the
Evaluation Date;

5.	The registrants' other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing he
equivalent functions):

a)	all significant deficiencies in the design or
operation of internal controls which could adversely
affect the registrant's ability to record, process,
summarize, and report financial data and have
identified for the registrant's auditors any material
weaknesses in internal controls; and

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

6.	The registrant's other certifying officers and I have
indicated in this report whether or not there were
significant changes in internal controls or in other
factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.

Date: December 19, 2002




Francis Smith
Chief Financial Officer

EX-99.77Q1 OTHR EXHB

             Morgan Stanley Quality Municipal Income Trust
                     Item 77(o) 10f-3 Transactions
                   April 1, 2002 - September 30, 2002


Security Date     Price  Shares    % of  Total       Purcha  Broker
         of       Of     Purchase  Asse  Issued      sed
         Purcha   Shares d         ts                By
         se                                          Fund

Alaska   03/27/   Variou 3,000,00  0.55  $127,720,0   2.35%   UBS Paine
Inter      02       s    0           %       00                Webber,
Airpts                                                         Lehman
Syst,                                                          Bros.,
AK, Ser                                                        Salomon
2002 B                                                          Smith
(AMBAC)                                                        Barney

Connecti 06/13/   $105.0 2,000,00  0.31  $379,500,0   0.53%  M.R. Beal,
cutt,      02       1    0           %       00                Quick &
Ser 2002                                                       Reilly,
B                                                              Advest,
(Aa2/AA)                                                        Belle
                                                               Haven,
                                                             Fahnestock,
                                                                David
                                                               Lerner,
                                                                Loop
                                                               Capital
                                                                Mkts,
                                                               Merrill
                                                               Lynch,
                                                              Ramirez,
                                                              RBC Dain
                                                              Rauscher,
                                                             Roosevelt &
                                                             Cross, SBK-
                                                               Brooks,
                                                               William
                                                                Blair

Metropol 05/09/   Variou 10,000,0  1.54  $2,894,185   0.35%     Bear
itan       02       s    00          %      ,000              Stearns,
Trans                                                         JPMorgan,
Auth,                                                          Salomon
NY, Refg                                                        Smith
Ser 2002                                                       Barney,
A                                                               First
(AMBAC)                                                        Albany,
                                                               Lehman
                                                               Bros.,
                                                               Merrill
                                                             Lynch, UBS
                                                                Paine
                                                             Webber, ABN
                                                                AMRO,
                                                             Advest/Lebe
                                                             nthal, CIBC
                                                             World Mkts,
                                                              Commerce
                                                               Capital
                                                                Mkts,
                                                             Fahnestock,
                                                               Jackson
                                                               Secs.,
                                                               Quick &
                                                               Reilly,
                                                              Ramirez,
                                                               Raymond
                                                             James, RBC
                                                                Dain
                                                              Rauscher,
                                                             Roosevelt &
                                                               Cross,
                                                               Siebert
                                                              Brandford
                                                               Shank,
                                                              Wachovia

NYC Muni 06/20/   Variou 3,500,00  0.53  $891,090,0   0.39%   UBS Paine
Wtr Fin    02       s    0           %       00                Webber,
Auth,                                                          Merrill
NY, 2003                                                       Lynch,
Ser                                                             First
(Aa2/AA)                                                       Albany,
                                                               Goldman
                                                             Sachs, Bear
                                                              Stearns,
                                                               Lehman
                                                               Bros.,
                                                              JPMorgan,
                                                               Salomon
                                                                Smith
                                                               Barney
                                                               Siebert
                                                              Brandford
                                                             Shank, M.R.
                                                             Beal, CIBC
                                                             World Mkts,
                                                              RBC Dain
                                                              Rauscher,
                                                                A.G.
                                                              Edwards,
                                                                First
                                                              American
                                                             Municipals,
                                                             Prudential,
                                                               Quick &
                                                               Reilly,
                                                               Raymond
                                                               James,
                                                             Roosevelt &
                                                                Cross

NYC      06/14/   $108.5 2,000,00  0.31  $1,239,894   0.16%    Lehman
Transiti   02       0    0           %      ,143               Bros.,
onal Fin                                                       Merrill
Auth,                                                          Lynch,
NY, Refg                                                      JPMorgan,
2003 Ser                                                     Advest/Lebe
(Aaa/AA+                                                     nthal, Bear
)                                                             Stearns,
                                                              RBC Dain
                                                              Rauscher,
                                                                First
                                                               Albany,
                                                               Goldman
                                                             Sachs, UBS
                                                                Paine
                                                               Webber,
                                                              Ramirez,
                                                               Salomon
                                                                Smith
                                                               Barney,
                                                             CIBC World
                                                                Mkts,
                                                              Commerce
                                                               Capital
                                                             Mkts, A.G.
                                                              Edwards,
                                                               Jackson
                                                             Secs, Legg
                                                             Mason Wood
                                                               Walker,
                                                                Loop
                                                               Capital
                                                                Mkts,
                                                             Prudential,
                                                               Quick &
                                                               Reilly,
                                                               Raymond
                                                               James,
                                                             Roosevelt &
                                                               Cross,
                                                               Siebert
                                                              Brandford
                                                                Shank

Jacksonv 08/01/   $102.3 3,300,00  0.50  $513,200,0   0.64%   JPMorgan,
ille       02       4    0           %       00                 Bear
Elec                                                          Stearns,
Auth,                                                          Salomon
FL, St                                                          Smith
John Pwr                                                       Barney,
Pt, Refg                                                       Banc of
Issue                                                         America,
Ser 17,                                                        Goldman
(Aa2/AA)                                                       Sachs,
                                                               Lehman
                                                               Bros.,
                                                               Merrill
                                                             Lynch, UBS
                                                                Paine
                                                               Webber

Lower    09/26/   $102.8 4,800,00  0.71  $120,965,0   3.97%    Goldman
Colorado   02       1                %       00              Sachs, Bear
Rvr                                                           Stearns,
Auth, TX                                                        A.G.
Refg Ser                                                      Edwards,
2002                                                         Apex Pryor,
(MBIA)                                                          First
                                                             Southwest,
                                                              JPMorgan,
                                                               Lehman
                                                               Bros.,
                                                               Morgan
                                                             Keegan, UBS
                                                                Paine
                                                               Webber,
                                                               Salomon
                                                                Smith
                                                               Barney

EX-99.77Q1 OTHR EXHB

                                    BY-LAWS


                                       OF


                 MORGAN STANLEY QUALITY MUNICIPAL INCOME TRUST


                 AMENDED AND RESTATED AS OF SEPTEMBER 24, 2002


                                   ARTICLE I

                                  DEFINITIONS

     The terms "Commission," "Declaration," "Distributor," "Investment
Adviser," "Majority Shareholder Vote," "1940 Act," "Shareholder," "Shares,"
"Transfer Agent," "Trust," "Trust Property," and "Trustees" have the respective
meanings given them in the Declaration of Trust of Morgan Stanley Quality
Municipal Income Trust dated March 12, 1992, as amended from time to time.


                                   ARTICLE II

                                    OFFICES

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

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


                                  ARTICLE III

                            SHAREHOLDERS' MEETINGS

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

     SECTION 3.2. Annual Meetings. An annual meeting of Shareholders, at which
the Shareholders shall elect Trustees and transact such other business as may
properly come before the meeting, shall be held, commencing in 1993, in October
of each year, the precise date during October to be fixed by the Board of
Trustees.

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


C61055 QUALMUNINC


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

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


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

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

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

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

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


                                       2


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

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

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

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

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

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

                                   ARTICLE IV

                                   TRUSTEES

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

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


                                       3


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

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

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

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

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

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

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


                                       4


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

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

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

       (2) The determination shall be made:

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

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

       (iii) By the Shareholders.

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

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

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

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

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

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

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

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

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

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

                                       5


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

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

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

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

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

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


                                   ARTICLE V

                                  COMMITTEES

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

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

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

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

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


                                       6


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


                                   ARTICLE VI

                                   OFFICERS

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

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

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

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

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

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

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

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

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


                                       7


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

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

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

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

     SECTION 6.14. The Chief Financial Officer. The Chief Financial Officer
shall keep or cause to be kept full and accurate accounts of receipts and
disbursements in books belonging to the Trust, and he or she shall render to
the Trustees and the President, whenever any of them require it, an account of
his or her transactions as Chief Financial Officer and of the financial
condition of the Trust, and he or she shall perform such other duties as the
Trustees or the President may from time to time prescribe.

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


                                  ARTICLE VII

                          DIVIDENDS AND DISTRIBUTIONS

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

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


                                  ARTICLE VIII

                            CERTIFICATES OF SHARES

     SECTION 8.1. Certificates of Shares. Certificates for Shares of each
series or class of Shares shall be in such form and of such design as the
Trustees shall approve, subject to the right of the Trustees to change such
form and design at any time or from time to time, and shall be entered in the
records of the Trust as they are issued. Each such certificate shall bear a
distinguishing number; shall exhibit the holder's name and certify the number
of full Shares owned by such holder; shall be signed by or in the name of the
Trust by the President, or a Vice President, and countersigned by the Secretary
or an Assistant


                                       8


Secretary or the Treasurer and an Assistant Treasurer of the Trust; shall be
sealed with the seal; and shall contain such recitals as may be required by
law. Where any certificate is signed by a Transfer Agent or by a Registrar, the
signature of such officers and the seal may be facsimile, printed or engraved.
The Trust may, at its option, determine not to issue a certificate or
certificates to evidence Shares owned of record by any Shareholder.

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

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

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


                                   ARTICLE IX

                                   CUSTODIAN

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

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

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

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

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

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

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


                                       9


                                   ARTICLE X

                               WAIVER OF NOTICE

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


                                   ARTICLE XI

                                 MISCELLANEOUS

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

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

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

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

     SECTION 11.5. Orders for Payment of Money. All orders or instructions for
the payment of money of the Trust, and all notes or other evidences of
indebtedness issued in the name of the Trust, shall be signed by such officer
or officers or such other person or persons as the Trustees may from time to
time designate, or as may be specified in or pursuant to the agreement between
the Trust and the bank or trust company appointed as Custodian of the
securities and funds of the Trust.


                                  ARTICLE XII

                      COMPLIANCE WITH FEDERAL REGULATIONS

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


                                       10


                                 ARTICLE XIII

                                  AMENDMENTS


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


                                  ARTICLE XIV

                             DECLARATION OF TRUST


     The Declaration of Trust establishing Morgan Stanley Quality Municipal
Income Trust, dated March 12, 1992, a copy of which, together with all
amendments thereto, is on file in the office of the Secretary of the
Commonwealth of Massachusetts, provides that the name Morgan Stanley Quality
Municipal Income Trust refers to the Trustees under the Declaration
collectively as Trustees, but not as individuals or personally; and no Trustee,
Shareholder, officer, employee or agent of Morgan Stanley Quality Municipal
Income Trust shall be held to any personal liability, nor shall resort be had
to their private property for the satisfaction of any obligation or claim or
otherwise, in connection with the affairs of said Morgan Stanley Quality
Municipal Income Trust, but the Trust Estate only shall be liable.


                                       11

EX-99.77B ACCT LTTR

INDEPENDENT AUDITORS' REPORT

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

In planning and performing our audit of the financial statements
of Morgan Stanley Quality Municipal Income Trust (the "Trust"),
for the year ended October 31, 2002 (on which we have issued our
report dated December 9, 2002), we considered its internal
control, including control activities for safeguarding
securities, in order to determine our auditing procedures for
the purpose of expressing our opinion on the financial
statements and to comply with the requirements of Form N-SAR,
and not to provide assurance on the Trust's internal control.

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

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

Our consideration of the Trust's internal control would not
necessarily disclose all matters in the internal control that
might be material weaknesses under standards established by the
American Institute of Certified Public Accountants.  A material
weakness is a condition in which the design or operation of one
or more of the internal control components does not reduce to a
relatively low level the risk that misstatements caused by error
or fraud in amounts that would be material in relation to the
financial statements being audited may occur and not be detected
within a timely period by employees in the normal course of
performing their assigned functions.  However, we noted no
matters involving the Trust's internal control and its
operation, including controls for safeguarding securities, that
we consider to be material weaknesses as defined above as of
October 31, 2002.

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




Deloitte & Touche LLP
New York, New York
December 9, 2002