EX-99.77D POLICIES

     Morgan Stanley Quality Municipal Income Trust (the
     "Fund")
     Item 77D

     The Board recently approved the following:

     The Fund may invest a portion of its assets in
     structured investments, structured notes and other
     types of similarly structured products consistent with
     the Fund's investment objectives and policies.
     Generally, structured investments are interests in
     entities organized and operated for the purpose of
     restructuring the investment characteristics of
     underlying investment interests or securities. These
     investment entities may be structured as trusts or
     other types of pooled investment vehicles. This type of
     restructuring generally involves the deposit with or
     purchase by an entity of the underlying investments and
     the issuance by that entity of one or more classes of
     securities backed by, or representing interests in, the
     underlying investments or referencing an indicator
     related to such investments. The cash flow or rate of
     return on the underlying investments may be apportioned
     among the newly issued securities to create different
     investment characteristics, such as varying maturities,
     credit quality, payment priorities and interest rate
     provisions. The cash flow or rate of return on a
     structured investment may be determined by applying a
     multiplier to the rate of total return on the
     underlying investments or referenced indicator.

     Structured notes are derivative securities for which
     the amount of principal repayment and/or interest
     payments is based on the movement of one or more
     "factors." These factors include, but are not limited
     to, currency exchange rates, interest rates (such as
     the prime lending rate or LIBOR), referenced bonds and
     stock indices. Some of these factors may or may not
     correlate to the total rate of return on one or more
     underlying instruments referenced in such notes. In
     some cases, the impact of the movements of these
     factors may increase or decrease through the use of
     multipliers or deflators. The Fund will use structured
     notes consistent with its investment objectives and
     policies.

     The cash flow or rate of return on a structured
     investment may be determined by applying a multiplier
     to the rate of total return on the underlying
     investments or referenced indicator. Application of a
     multiplier is comparable to the use of financial
     leverage, a speculative technique. Leverage magnifies
     the potential for gain and the risk of loss. As a
     result, a relatively small decline in the value of
     the underlying investments or referenced indicator
     could result in a relatively large loss in the value
     of a structured product. Holders of structured
     products bear risks of the underlying investments,
     index or reference obligation and are subject to
     counterparty risk. The Fund may have the right to
     receive payments to which it is entitled only from
     the structured product, and generally does not have
     direct rights against the issuer. While certain
     structured investment vehicles enable the investor to
     acquire interests in a pool of securities without the
     brokerage and other expenses associated with directly
     holding the same securities, investors in structured
     vehicles generally pay their share of the investment
     vehicle's administrative and other expenses. Certain
     structured products may be thinly traded or have a
     limited trading market and may have the effect of
     increasing the Fund's illiquidity to the extent that
     the Fund, at a particular point in time, may be
     unable to find qualified buyers for these securities.

     Investments in structured notes involve risks including
     interest rate risk, credit risk and market risk. Where
     the Fund's investments in structured notes are based
     upon the movement of one or more factors, including
     currency exchange rates, interest rates, referenced
     bonds and stock indices, depending on the factor used
     and the use of multipliers or deflators, changes in
     interest rates and movement of the factor may cause
     significant price fluctuations.  Additionally, changes
     in the reference instrument or security may cause the
     interest rate on the structured note to be reduced to
     zero and any further changes in the reference
     instrument may then reduce the principal amount payable
     on maturity. Structured notes may be less liquid than
     other types of securities and more volatile than the
     reference instrument or security underlying the note.

EX-99.77B ACCT LTTR

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors, Trustees and Shareholders of
Morgan Stanley Quality Municipal Income Trust:
In planning and performing our audit of the financial statements of Morgan Stanley Quality Municipal Income Trust (the “Trust”) as of and for the year ended October 31, 2006 (on which we have issued our report dated January 12, 2007), in accordance with the standards of the Public Company Accounting Oversight Board (United States), we considered its internal control over financial reporting, including control activities for safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-SAR, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting.  Accordingly, we express no such opinion.
The management of the Trust is responsible for establishing and maintaining effective internal control over financial reporting.  In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls.  The Trust’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  Such internal control includes policies and procedures that provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of a Trust’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
A control deficiency exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis.  A significant deficiency is a control deficiency, or combination of control deficiencies, that adversely affect the Trust’s ability to initiate, authorize, record, process or report  external financial data reliably in accordance with generally accepted accounting principles such that there is more than a remote likelihood that a misstatement of the Trust’s annual or interim financial statements that is more than inconsequential will not be prevented or detected.  A material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.
Our consideration of the Trust’s internal control over financial reporting was for the limited purpose described in the first paragraph and would not necessarily disclose all deficiencies in  internal control that might be significant deficiencies or material weaknesses under standards established by the Public Company Accounting Oversight Board (United States).  However, as discussed below, we noted the following deficiency in the design of the Trust’s internal control over financial reporting, that we consider to be a material weakness, as defined above, as of October 31, 2006.

The Trust’s controls related to the review and analysis of the relevant terms and conditions of certain transfers of securities were not designed to appropriately determine whether the transfers qualified for sale accounting under the provisions of Statement of Financial Accounting Standards No. 140 "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities." As a result of this weakness, material adjustments to the Trust’s financial statements and financial highlights as of and for the period ended October 31, 2006, prior to their filing, were recorded to appropriately account for such transfers of securities as secured borrowings, rather than sales.  The effects of the adjustments on the financial statements were to increase assets and liabilities by corresponding and equal amounts, and to increase interest income and interest expense by corresponding and equal amounts. Additionally, adjustments were made to certain ratios reported in the financial highlights f
or the current year. This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the financial statements as of and for the year ended October 31, 2006, of the Trust  and this report does not affect our report on such financial statements.
This report is intended solely for the information and use of shareholders, management and the Board of Directors and 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.



New York, New York
January 12, 2007