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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0000885601-00-000003.txt : 20001225
<SEC-HEADER>0000885601-00-000003.hdr.sgml : 20001225
ACCESSION NUMBER:		0000885601-00-000003
CONFORMED SUBMISSION TYPE:	NSAR-B
PUBLIC DOCUMENT COUNT:		7
CONFORMED PERIOD OF REPORT:	20001031
FILED AS OF DATE:		20001222

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MORGAN STANLEY DEAN WITTER QUALITY MUNICIPAL INCOME TRUST
		CENTRAL INDEX KEY:			0000885125
		STANDARD INDUSTRIAL CLASSIFICATION:	UNKNOWN SIC - 0000 [0000]
		IRS NUMBER:				136993836
		STATE OF INCORPORATION:			MA
		FISCAL YEAR END:			1031

	FILING VALUES:
		FORM TYPE:		NSAR-B
		SEC ACT:		
		SEC FILE NUMBER:	811-06591
		FILM NUMBER:		794171

	BUSINESS ADDRESS:	
		STREET 1:		TWO WORLD TRADE CENTER
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10048
		BUSINESS PHONE:		2123921600

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	INTERCAPITAL QUALITY MUNICIPAL INCOME TRUST
		DATE OF NAME CHANGE:	19920929

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	INTERCAPITAL QUALITY MUNICIPAL INVESTMENT TRUST II
		DATE OF NAME CHANGE:	19600201
</SEC-HEADER>
<DOCUMENT>
<TYPE>NSAR-B
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>N-SAR (6.1)
<TEXT>

<PAGE>      PAGE  1
000 B000000 10/31/2000
000 C000000 0000885125
000 D000000 N
000 E000000 NF
000 F000000 Y
000 G000000 N
000 H000000 N
000 I000000 6.1
000 J000000 A
001 A000000 MSDW QUALITY MUNICIPAL INCOME TRUST
001 B000000 811-6591
001 C000000 2123921600
002 A000000 2 WORLD TRADE CENTER
002 B000000 NEW YORK
002 C000000 NY
002 D010000 10048
003  000000 N
004  000000 N
005  000000 N
006  000000 N
007 A000000 N
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007 C011000 10
008 A000001 MORGAN STANLEY DEAN WITTER ADVISORS INC.
008 B000001 A
008 C000001 801-42061
008 D010001 NEW YORK
008 D020001 NY
008 D030001 10048
012 A000001 MORGAN STANLEY DEAN WITTER TRUST FSB
012 B000001 84-1785
012 C010001 JERSEY CITY
012 C020001 NJ
012 C030001 07311
013 A000001 DELOITTE & TOUCHE LLP
013 B010001 NEW YORK
013 B020001 NY
013 B030001 10281
014 A000001 DEAN WITTER REYNOLDS INC.
014 B000001 8-14172
014 A000002 MORGAN STANLEY & CO. INCORPORATED
014 B000002 8-15869
<PAGE>      PAGE  2
015 A000001 THE BANK OF NEW YORK
015 B000001 C
015 C010001 NEW YORK
015 C020001 NY
015 C030001 10286
015 E010001 X
018  000000 Y
019 A000000 Y
019 B000000  130
019 C000000 MSDW-FUNDS
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022 A000001 EDWARDS (A.G.) & SONS, INC.
022 B000001 43-0895447
022 C000001     58506
022 D000001     42570
022 A000002 MERRILL LYNCH, PIERCE, FENNER & SMITH INC.
022 B000002 13-5674085
022 C000002     33300
022 D000002     40078
022 A000003 MORGAN (J.P) SECURITIES INC.
022 B000003 13-3224016
022 C000003     41575
022 D000003     31500
022 A000004 SMITH BARNEY SHEARSON INC.
022 B000004 13-1912900
022 C000004     12401
022 D000004     38751
022 A000005 PAINEWEBBER INC.
022 B000005 13-2638166
022 C000005     32492
022 D000005      5405
022 A000006 GOLDMAN, SACHS & CO.
022 B000006 13-5108880
022 C000006     10972
022 D000006     14516
022 A000007 LEHMAN BROTHERS INC.
022 B000007 13-2518466
022 C000007      7000
022 D000007     10646
022 A000008 BEAR, STEARNS & CO. INC.
022 B000008 13-3299429
<PAGE>      PAGE  3
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022 D000008         0
022 A000009 IN HOUSE TRADE-AA TAX TRUST
022 B000009 13-3075002
022 C000009         0
022 D000009     12540
022 A000010 RAYMOND JAMES & ASSOCIATES, INC.
022 B000010 59-1237041
022 C000010         0
022 D000010      8329
023 C000000     212722
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024  000000 N
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080 B000000 GULF, VIGILANT, TRAVELERS & CONTINENTAL
080 C000000   150000
081 A000000 Y
081 B000000 132
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087 A020000 45844G109
087 A030000 XIQIX
088 A000000 N
088 B000000 N
088 C000000 N
088 D000000 Y
SIGNATURE   BARRY FINK
TITLE       VICE PRESIDENT


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27
<SEQUENCE>2
<FILENAME>0002.txt
<FLAWED>
<TEXT>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
Morgan Stanley Dean Witter Municipal Income Trust (IQI)
</LEGEND>

<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          OCT-31-2000
<PERIOD-END>                               OCT-31-2000
<INVESTMENTS-AT-COST>                      644,844,269
<INVESTMENTS-AT-VALUE>                     675,833,908
<RECEIVABLES>                               11,545,221
<ASSETS-OTHER>                                 326,421
<OTHER-ITEMS-ASSETS>                        10,475,104
<TOTAL-ASSETS>                             698,180,654
<PAYABLE-FOR-SECURITIES>                  (21,405,133)
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                    (900,852)
<TOTAL-LIABILITIES>                       (22,305,985)
<SENIOR-EQUITY>                            208,000,000
<PAID-IN-CAPITAL-COMMON>                   430,512,889
<SHARES-COMMON-STOCK>                       30,738,920
<SHARES-COMMON-PRIOR>                       32,730,413
<ACCUMULATED-NII-CURRENT>                    2,529,092
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                      3,843,049
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                    30,989,639
<NET-ASSETS>                               675,874,669
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                           40,488,840
<OTHER-INCOME>                                       0
<EXPENSES-NET>                             (3,503,995)
<NET-INVESTMENT-INCOME>                     36,984,845
<REALIZED-GAINS-CURRENT>                     4,965,229
<APPREC-INCREASE-CURRENT>                    2,723,226
<NET-CHANGE-FROM-OPS>                       44,673,300
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                 (37,387,606)
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                (1,991,493)
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                    (19,304,423)
<ACCUMULATED-NII-PRIOR>                      2,931,853
<ACCUMULATED-GAINS-PRIOR>                  (1,122,180)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                      (2,384,156)
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                            (3,535,729)
,<AVERAGE-NET-ASSETS>                      469,465,170
<PER-SHARE-NAV-BEGIN>                            14.88
<PER-SHARE-NII>                                   1.17
<PER-SHARE-GAIN-APPREC>                           0.36
<PER-SHARE-DIVIDEND>                            (1.19)
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              15.22
<EXPENSE-RATIO>                                   0.75


</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>0003.txt
<TEXT>


                                                            (5)
July 3, 2000

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549


Commissioners:


 We have read the statements made by the below-noted Funds
 (copy attached), which we understand will be filed with the
 Commission, pursuant to Item 77K of Form N-SAR, as part of
 each of the below-noted Fund's Form N-SAR for the period
 ending subsequent to the date of this letter. We agree with
 the statements concerning our Firm to be included in such
Form
 N-SARs.
                                                Commission
                           Fund                     File
Number

Active Assets California Tax-Free Trust           33-41685
Active Assets Institutional Money Trust           333-91725
Active Assets Government Securities Trust         2-71558
Active Assets Money Trust                         2-71560
Active Assets Premier Money Trust                 333-91727
Active Assets Tax-Free Trust                      2-71559
Morgan Stanley Dean Witter Aggressive Equity Fund 333-39579
Morgan Stanley Dean Witter 21st Century Trend Fund  333-
88703 Morgan Stanley Dean Witter American Opportunities
  Fund                                             2-66269
Morgan Stanley Dean Witter Balanced Growth Fund   33-56853
Morgan Stanley Dean Witter Balanced Income Fund   3-56851
Morgan Stanley Dean Witter California Insured
Municipal Income Trust                            33-54606
Morgan Stanley Dean Witter California Quality
Municipal Securities                              33-59282
Morgan Stanley Dean Witter California Tax-Free
  Daily Income Trust                               33-21803
Morgan Stanley Dean Witter California Tax-Free
 Income Fund                                      2-91103
Morgan Stanley Dean Witter Capital Growth Securities33-32519
Morgan Stanley Dean Witter Competitive Edge Fund  333-38297
Morgan Stanley Dean Witter Convertible Securities
  Trust                                            2-97963
Morgan Stanley Dean Witter Developing Growth
Securities Trust                                  2-81151
                                                Commission
                           Fund                     File
Number
Morgan Stanley Dean Witter Diversified Income Trust 33-44782
Morgan Stanley Dean Witter Dividend Growth Securities
 Inc.                                               2-70423
Morgan Stanley Dean Witter Equity Fund              333-
49585
Morgan Stanley Dean Witter European Growth Fund Inc.33-33530
Morgan Stanley Dean Witter Federal Securities Trust 33-10363
Morgan Stanley Dean Witter Financial Services Trust 333-
16177 Morgan Stanley Dean Witter Fund of Funds      333-
30765
Morgan Stanley Dean Witter Global Dividend Growth
Securities                                          33-59004
Morgan Stanley Dean Witter Global Utilities Fund    33-50907
Morgan Stanley Dean Witter Government Income Trust  33-18699
Morgan Stanley Dean Witter Growth Fund              33-45450
Morgan Stanley Dean Witter Hawaii Municipal Trust   33-58175
Morgan Stanley Dean Witter Health Science Trust     33-48189
Morgan Stanley Dean Witter High Income Advantage
Trust                                               33-15361
Morgan Stanley Dean Witter High Income Advantage
Trust II                                            33-23013
Morgan Stanley Dean Witter High Income Advantage
Trust III                                           33-25764
Morgan Stanley Dean Witter High Yield
Securities Inc.                                     2-64782
Morgan Stanley Dean Witter Income Builder Fund      333-
01995
Morgan Stanley Dean Witter Income Securities Inc.   2-46859
Morgan Stanley Dean Witter Information Fund         33-87472
Morgan Stanley Dean Witter Insured California
Municipal Securities                                33-50713
Morgan Stanley Dean Witter Insured Municipal
Bond Trust                                          33-33631
Morgan Stanley Dean Witter Insured Municipal
Income Trust                                        33-46371
Morgan Stanley Dean Witter Insured Municipal
Securities                                          33-50663
Morgan Stanley Dean Witter Insured Municipal Trust  33-43096
Morgan Stanley Dean Witter Intermediate Income
Securities                                          33-24245
Morgan Stanley Dean Witter International Fund       333-
66203
Morgan Stanley Dean Witter International
SmallCap Fund                                       33-53295
Morgan Stanley Dean Witter Japan Fund               333-
00437
Morgan Stanley Dean Witter Latin American
Growth Fund                                         33-46515
Morgan Stanley Dean Witter Limited Term
Municipal Trust                                     33-62158
Morgan Stanley Dean Witter Liquid Asset Fund Inc.   2-53856
                                                Commission
                           Fund                     File
Number

Morgan Stanley Dean Witter Market Leader Trust      333-
15813
Morgan Stanley Dean Witter Mid-Cap Dividend
Growth Securities                                   333-
43135
Morgan Stanley Dean Witter Mid-Cap Equity Trust     33-63685
Morgan Stanley Dean Witter Municipal Income
Opportunities Trust                                 33-22764
Morgan Stanley Dean Witter Municipal Income
Opportunities Trust II                              33-27712
Morgan Stanley Dean Witter Municipal Income
Opportunities Trust III                             33-33598
Morgan Stanley Dean Witter Municipal Income Trust     33-
15283
Morgan Stanley Dean Witter Municipal Income
Trust II                                            33-20697
Morgan Stanley Dean Witter Municipal Income
Trust III                                           33-29765
Morgan Stanley Dean Witter Municipal Premium
Income Trust                                        33-25605
Morgan Stanley Dean Witter Natural Resource
Development Securities Inc.                         2-70421
Morgan Stanley Dean Witter New Discoveries Fund     333-
37936
Morgan Stanley Dean Witter New York Municipal
Money Market Trust                                  33-32763
Morgan Stanley Dean Witter New York Quality
Municipal Securities                                33-59248
Morgan Stanley Dean Witter New York Tax-Free
Income Fund                                         2-95664
Morgan Stanley Dean Witter Next Generation Trust    333-
82729
Morgan Stanley Dean Witter North American
Government Income Trust                             33-46049
Morgan Stanley Dean Witter Pacific Growth Fund Inc. 33-35541
Morgan Stanley Dean Witter Prime Income Trust       333-
67701
Morgan Stanley Dean Witter Quality Municipal
Income Trust                                        33-46372
Morgan Stanley Dean Witter Quality Municipal
Investment Trust                                    33-43000
Morgan Stanley Dean Witter Quality Municipal
Securities                                          33-59284
Morgan Stanley Dean Witter Real Estate Fund         333-
68077
Morgan Stanley Dean Witter S&P 500 Index Fund       333-
29721
Morgan Stanley Dean Witter S&P 500 Select Fund      333-
56609
Morgan Stanley Dean Witter Select Municipal
Reinvestment Fund                                   2-84376
Morgan Stanley Dean Witter Short-Term Bond Fund     33-50857
Morgan Stanley Dean Witter Short-Term U.S.
Treasury Trust                                      33-41187
Morgan Stanley Dean Witter Small Cap Growth Fund    33-48765
Morgan Stanley Dean Witter Special Value Fund       333-
06935
Morgan Stanley Dean Witter Strategist Fund          33-23669



                                                Commission
                           Fund                     File
Number

Morgan Stanley Dean Witter Tax-Exempt
Securities Trust                                    2-66268
Morgan Stanley Dean Witter Tax-Free Daily
Income Trust                                        2-67087
Morgan Stanley Dean Witter Tax-Managed Growth Fund  333-
93935 Morgan Stanley Dean Witter Total Market Index Fund
333-74337 Morgan Stanley Dean Witter Total Return Trust
33-81012
Morgan Stanley Dean Witter U.S. Government Money
Market Trust                                        2-74980
Morgan Stanley Dean Witter U.S. Government
Securities Trust                                    2-86966
Morgan Stanley Dean Witter Utilities Fund           33-18983
Morgan Stanley Dean Witter Value Fund               333-
58643
Morgan Stanley Dean Witter Value-Added
 Market Series                                      33-14629
Morgan Stanley Dean Witter World Wide Income Trust    33-
26375 Morgan Stanley Dean Witter Multi-State Municipal
Series Trust                                        33-37562
Morgan Stanley Dean Witter Select Dimensions
Investment Series                                   33-54047
Morgan Stanley Dean Witter Variable Investment
 Series                                             2-82510
TCW/DW Term Trust 2000                              33-64472
TCW/DW Term Trust 2002                              33-51482
TCW/DW Term Trust 2003                              33-57252

Very truly yours,



PricewaterhouseCoopers LLP




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>0004.txt
<TEXT>




Change in Independent Accountant


On  July  1,  2000  PricewaterhouseCoopers LLP  resigned  as
independent accountants of the Fund.

The  reports of PricewaterhouseCoopers LLP on the  financial
statements  of  the  Fund  for the  past  two  fiscal  years
contained  no adverse opinion or disclaimer of  opinion  and
were  not  qualified  or modified as to  uncertainty,  audit
scope or accounting principle.

In connection with its audits for the two most recent fiscal
years  and  through    July  1, 2000,  there  have  been  no
disagreements with PricewaterhouseCoopers LLP on any  matter
of  accounting principles or practices, financial  statement
disclosure,   or   auditing  scope   or   procedure,   which
disagreements  if  not  resolved  to  the  satisfaction   of
PricewaterhouseCoopers LLP would have caused  them  to  make
reference   thereto  in  their  report  on   the   financial
statements for such years.

The  Fund  has  requested  that  PricewaterhouseCoopers  LLP
furnish  it  with  a  letter addressed to  the  SEC  stating
whether or not it agrees with the above statements.  A  copy
of such letter, dated July 3, 2000 is filed as an Exhibit to
this Form           N -SAR.

The   Fund,   with   the   approval   of   its   Board    of
Directors/Trustees and its Audit Committee, engaged Deloitte
&  Touche LLP as its new independent accountants as of  July
1, 2000.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>5
<FILENAME>0005.txt
<TEXT>




                    AMENDED AND RESTATED
           TRANSFER AGENCY AND SERVICE AGREEMENT

                            with

            MORGAN STANLEY DEAN WITTER TRUST FSB


























                                          [closed-end funds]

                      TABLE OF CONTENTS


                                                         Page

Article 1      Terms of Appointment................. 1

Article 2      Fees and Expenses................. 4

Article 3      Representations and Warranties of MSDW TRUST........ 5

Article 4      Representations and Warranties of the Fund........ 5

Article 5      Duty of Care and Indemnification............ 6

Article 6      Documents and Covenants of the Fund and MSDW TRUST..9

Article 7      Duration and Termination of Agreement..........12

Article 8      Assignment......................13

Article 9      Affiliations....................13

Article 10          Amendment......................14

Article 11          Applicable Law...................14

Article 12          Miscellaneous.....................14

Article 13          Merger of Agreement................16

Article 14          Personal Liability...................16









                             -i-
 AMENDEND AND RESTATED TRANSFER AGENCY AND SERVICE AGREEMENT


          AMENDED AND RESTATED AGREEMENT made as of the 1st

day of September, 2000 by and between each of the Funds

listed on the signature page hereof, each of such Funds

acting severally on its own behalf and not jointly with any

of such other Funds (each such Fund hereinafter referred to

as the "Fund"), each such Fund having its principal office

and place of business at Two World Trade Center, New York,

New York, 10048, and MORGAN STANLEY DEAN WITTER TRUST FSB

("MSDW TRUST"), a federally chartered savings bank, having

its principal office and place of business at Harborside

Financial Center, Plaza Two, Jersey City, New Jersey 07311.


          WHEREAS, the Fund desires to appoint MSDW TRUST as

its transfer agent, dividend disbursing agent, shareholder

servicing agent, registrar and agent in connection with the

Fund's Dividend Reinvestment Plan and MSDW TRUST desires to

accept such appointment;


          NOW THEREFORE, in consideration of the mutual

covenants herein contained, the parties hereto agree as

follows:


Article 1      Terms of Appointment; Duties of MSDW TRUST

               1.1  Subject to the terms and conditions set

forth in this Agreement, the Fund hereby employs and

appoints MSDW TRUST to act as, and MSDW TRUST agrees to act

as, the transfer agent for each series and class of shares

of the Fund ("Shares"), dividend disbursing agent,

shareholder servicing agent, registrar and agent in

connection with the Fund's Dividend Reinvestment Plan (the

"Plan").


               1.2  MSDW TRUST agrees that it will perform

the following services:


               (a)  In accordance with procedures

established from time to time by agreement between the Fund

and MSDW TRUST shall:


               (i)  In accordance with instructions from the

Fund given by Certificate of the Secretary of the Fund,

issue Shares upon receipt of payment therefor, and issue

certificates therefore or hold such Shares in book form in

the appropriate Shareholder account;


               (ii)  Effect transfers of Shares by the

registered owners thereof upon receipt of appropriate

instructions;


               (iii)     Prepare and transmit payments for

dividends and distributions declared by the Fund in

accordance with instructions and serve as the plan agent for

the Plan and purchase and issue shares in accordance with

such Plan;


               (iv) Maintain records of account for and

advise the Fund and its Shareholders as to the foregoing;


               (v)  Record the issuance of Shares of the

Fund and maintain pursuant to Rule 17Ad-10(e) under the

Securities Exchange Act of 1934 ("1934 Act") a record of the

total number of Shares of the Fund which are authorized,

based upon data provided to it by the Fund, and issued and

outstanding.  MSDW TRUST shall also provide to the Fund on a

regular basis the total number of Shares which are

authorized, issued and outstanding and shall notify the Fund

in case any proposed issue of Shares by the Fund would

result in an overissue.  In case any issue of Shares would

result in an overissue, MSDW TRUST shall refuse to issue

such Shares and shall not countersign and issue any

certificates requested for such Shares.  When recording the

issuance of Shares, MSDW TRUST shall have no obligation to

take cognizance of any Blue Sky laws relating to the issue

of sale of such Shares, which functions shall be the sole

responsibility of the Fund.


               (b)  In addition to and not in lieu of the

services set forth in the above paragraph (a), MSDW TRUST

shall:

               (i)  perform all of the customary services of

a transfer agent, dividend disbursing agent, registrar and,

as relevant, shareholder servicing agent, including but not

limited to, maintaining all Shareholder accounts, preparing

Shareholder meeting lists, mailing proxies, receiving and

tabulating proxies, mailing shareholder reports, withholding

taxes on U.S. resident and non-resident alien accounts,

preparing and filing appropriate forms required with respect

to dividends and distributions by federal tax authorities

for all Shareholders, and providing Shareholder account

information;

               (ii)  open any and all bank accounts which

may be necessary or appropriate in order to provide the

foregoing services; and

               (iii)  provide a system that will enable the

Fund to monitor the total number of Shares sold in each

State or other jurisdiction.


               (c)  MSDW TRUST shall provide such additional

services and functions not specifically described herein as

may be mutually agreed between MSDW TRUST and the Fund.

Procedures applicable to such services may be established

from time to time by agreement between the Fund and MSDW

TRUST.



Article 2      Fees and Expenses

               2.1  For performance by MSDW TRUST pursuant

to this Agreement, each Fund agrees to pay MSDW TRUST an

annual maintenance fee for each Shareholder account and

certain transactional fees, if applicable, as set out in the

respective fee schedule attached hereto as Schedule A.  Such

fee shall be increased or decreased on August 1st of each

year by an amount equal to the change in the Consumer Price

Index-All Urban Consumers Not Seasonably Adjusted for U.S.

City AverageFinancial Services all Urban Consumers, as

published by the Bureau of Labor Statistics of the United

States Department of Labor (or another comparable measure of

employee wages and salaries and employer costs for employee

benefits as mutually agreed to by the Fund and MSDW Trust)

for the twelve-month period ending on March 31st of that

year and shall be reflected in a revised Schedule A dated as

of August 1 of each year.  Such fees and out-of-pocket

expenses and advances identified under Section 2.2 below may

be changed from time to time subject to mutual written

agreement between the Fund and MSDW TRUST.



               2.2  In addition to the fees paid under

Section 2.1 above, the Fund agrees to reimburse MSDW TRUST

for out-of-pocket expenses or advances incurred by MSDW

TRUST in connection with the services rendered by MSDW TRUST

hereunder.  In addition, any other expenses incurred by MSDW

TRUST at the request or with the consent of the Fund will be

reimbursed by the Fund.



               2.3  The Fund agrees to pay all fees and

reimbursable expenses within a reasonable period of time

following the mailing of the respective billing notice.

Postage for mailing of dividends, proxies, Fund reports and

other mailings to all Shareholder accounts shall be advanced

to MSDW TRUST by the Fund upon request prior to the mailing

date of such materials.

Article 3      Representations and Warranties of MSDW TRUST

               MSDW TRUST represents and warrants to the

Fund that:

               3.1  It is a federally chartered savings bank

whose principal office is in New Jersey.


               3.2  It is and will remain registered with

the U.S. Securities and Exchange Commission ("SEC") as a

Transfer Agent pursuant to the requirements of Section 17A

of the 1934 Act.


               3.3  It is empowered under applicable laws

and by its charter and By-Laws to enter into and perform

this Agreement.


               3.4  All requisite corporate proceedings have

been taken to authorize it to enter into and perform this

Agreement.


               3.5  It has and will continue to have access

to the necessary facilities, equipment and personnel to

perform its duties and obligations under this Agreement.


               3.6  It complies and will continue to comply

with New York Stock Exchange Rule 496.


Article 4      Representations and Warranties of the Fund

               The Fund represents and warrants to MSDW

TRUST that:


               4.1  It is a corporation duly organized and

existing and in good standing under the laws of Maryland or

a trust duly organized and existing and in good standing

under the laws of Massachusetts, as the case may be.


               4.2  It is empowered under applicable laws

and by its Articles of Incorporation or Declaration of

Trust, as the case may be, and under its By-Laws to enter

into and perform this Agreement.


               4.3  All corporate proceedings necessary to

authorize it to enter into and perform this Agreement have

been taken.


               4.4  It is a closed-end investment company

registered with the SEC under the Investment Company Act of

1940, as amended (the "1940 Act").



Article 5      Duty of Care and Indemnification

               5.1  MSDW TRUST shall not be responsible for,

and the Fund shall indemnify and hold MSDW TRUST harmless

from and against, any and all losses, damages, costs,

charges, counsel fees, payments, expenses and liability

arising out of or attributable to:


               (a)  All actions of MSDW TRUST or its agents

or subcontractors required to be taken pursuant to this

Agreement, provided that such actions are taken in good

faith and without negligence or willful misconduct.


               (b)  The Fund's refusal or failure to comply

with the terms of this Agreement, or which arise out of the

Fund's lack of good faith, negligence or willful misconduct

or which arise out of breach of any representation or

warranty of the Fund hereunder.


               (c)  The reliance on or use by MSDW TRUST or

its agents or subcontractors of information, records and

documents which (i) are received by MSDW TRUST or its agents

or subcontractors and furnished to it by or on behalf of the

Fund, and (ii) have been prepared and/or maintained by the

Fund or any other person of firm on behalf of the Fund.


               (d)  The reliance on, or the carrying out by

MSDW TRUST or its agents or subcontractors of, any

instructions or requests of the Fund.


               (e)  The offer or sale of Shares in violation

of any requirement under the federal securities laws or

regulations or the securities or Blue Sky laws of any State

or other jurisdiction that such Shares be registered in such

State or other jurisdiction or in violation of any stop

order or other determination or ruling by any federal agency

or any State or other jurisdiction with respect to the offer

or sale of such Shares in such State or other jurisdiction.


               5.2  MSDW TRUST shall indemnify and hold the

Fund harmless from or against any and all losses, damages,

costs, charges, counsel fees, payments, expenses and

liability arising out of or attributable to any action or

failure or omission to act by MSDW TRUST as a result of the

lack of good faith, negligence or willful misconduct of MSDW

TRUST, its officers, employees or agents.


               5.3  At any time MSDW TRUST may apply to any

officer of the Fund for instructions, and may consult with

legal counsel to the Fund, with respect to any matter

arising in connection with the services to be performed by

MSDW TRUST under this Agreement, and MSDW TRUST and its

agents or subcontractors shall not be liable and shall be

indemnified by the Fund for any action taken or omitted by

it in reliance upon such instructions or upon the opinion of

such counsel.  MSDW TRUST, its agents and subcontractors

shall be protected and indemnified in acting upon any paper

or document furnished by or on behalf of the Fund,

reasonably believed to be genuine and to have been signed by

the proper person or persons, or upon any instruction,

information, data, records or documents provided to MSDW

TRUST or its agents or subcontractors by machine readable

input, telex, CRT data entry or other similar means

authorized by the Fund, and shall not be held to have notice

of any change of authority of any person, until receipt of

written notice thereof from the Fund.  MSDW TRUST, its

agents and subcontractors shall also be protected and

indemnified in recognizing stock certificates which are

reasonably believed to bear the proper manual or facsimile

signature of the officers of the Fund, and the proper

countersignature of any former transfer agent or registrar,

or of a co-transfer agent or co-registrar.



               5.4  In the event either party is unable to

perform its obligations under the terms of this Agreement

because of acts of God, strikes, equipment or transmission

failure or damage reasonably beyond its control, or other

causes reasonably beyond its control, such party shall not

be liable for damages to the other for any damages resulting

from such failure to perform or otherwise from such causes.


               5.5  Neither party to this Agreement shall be

liable to the other party for consequential damages under

any provision of this Agreement or for any act or failure to

act hereunder.


               5.6  In order that the indemnification

provisions contained in this Article 5 shall apply, upon the

assertion of a claim for which either party may be required

to indemnify the other, the party seeking indemnification

shall promptly notify the other party of such assertion, and

shall keep the other party advised with respect to all

developments concerning such claim.  The party who may be

required to indemnify shall have the option to participate

with the party seeking indemnification in the defense of

such claim.  The party seeking indemnification shall in no

case confess any claim or make any compromise in any case in

which the other party may be required to indemnify it except

with the other party's prior written consent.


Article 6      Documents and Covenants of the Fund and MSDW

TRUST



               6.1  The Fund shall promptly furnish to MSDW

TRUST the following, unless previously furnished to Dean

Witter Trust Company, the prior transfer agent of the Fund:

               (a)  If a corporation:

               (i)  A certified copy of the resolution of

the Board of Directors of the Fund authorizing the

appointment of MSDW TRUST and the execution and delivery of

this Agreement;


               (ii) A certified copy of the Articles of

Incorporation and By-Laws of the Fund and all amendments

thereto;


               (iii)     Certified copies of each vote of

the Board of Directors designating persons authorized to

give instructions on behalf of the Fund and signature cards

bearing the signature of any officer of the Fund or any

other person authorized to sign written instructions on

behalf of the Fund.


               (iv) A specimen of the certificate for Shares

of the Fund in the form approved by the Board of Directors,

with a certificate of the Secretary of the Fund as to such

approval;


               (b)  If a business trust:


               (i)  a certified copy of the resolution of

the Board of Trustees of the Fund authorizing the

appointment of MSDW TRUST and the execution and delivery of

this agreement;


               (ii) A certified copy of the Declaration of

Trust and By-Laws of the Fund and all amendments thereto;


               (iii)     Certified copies of each vote of

the Board of Trustees designating persons authorized to give

instructions on behalf of the Fund and signature cards

bearing the signature of any officer of the Fund or any

other person authorized to sign written instructions on

behalf of the Fund;


               (iv) A specimen of the certificate for Shares

of the Fund in the form approved by the Board of Trustees,

with a certificate of the Secretary of the Fund as to such

approval;


               (c)  The registration statements and any

amendments and supplements thereto filed with the SEC

pursuant to the requirements of the 1933 Act and the 1940

Act;



               (d)  All account application forms, if any,

or other documents relating to Shareholder accounts and/or

relating to any dividend reinvestment plan or other service

offered or to be offered by the Fund; and


               (e)  Such other certificates, documents or

opinions as MSDW TRUST deems to be appropriate or necessary

for the proper performance of its duties.


               6.2  MSDW TRUST hereby agrees to establish

and maintain facilities and procedures reasonably acceptable

to the Fund for safekeeping of Share certificates, check

forms and facsimile signature imprinting devices, if any;

and for the preparation or use, and for keeping account of,

such certificates, forms and devices.


               6.3  MSDW TRUST shall prepare and keep

records relating to the services to be performed hereunder,

in the form and manner as it may deem advisable and as

required by applicable laws and regulations.  To the extent

required by Section 31 of the 1940 Act, and the Rules and

Regulations thereunder, MSDW TRUST agrees that all such

records prepared or maintained by MSDW TRUST relating to the

services to be performed by MSDW TRUST hereunder are the

property of the Fund and will be preserved, maintained and

made available in accordance with such Section 31 of the

1940 Act, and the rules and regulations thereunder, and will

be surrendered promptly to the Fund on and in accordance

with its request.


               6.4  MSDW TRUST and the Fund agree that all

books, records, information and data pertaining to the

business of the other party which are exchanged or received

pursuant to the negotiation or the carrying out of this

Agreement shall remain confidential and shall not be

voluntarily disclosed to any other person except as may be

required by law or with the prior consent of MSDW TRUST and

the Fund.


               6.5  In case of any request or demands for

the inspection of the Shareholder records of the Fund, MSDW

TRUST will endeavor to notify the Fund and to secure

instructions from an authorized officer of the Fund as to

such inspection.  MSDW TRUST reserves the right, however, to

exhibit the Shareholder records to any person whenever it is

advised by its counsel that it may be held liable for the

failure to exhibit the Shareholder records to such person.




Article 7      Duration and Termination of Agreement

               7.1    This Agreement shall remain in full

force and effect until August 1, 2001 and from year-to-year

thereafter unless terminated by either party as provided in

Section 7.2 hereof.


               7.2  This Agreement may be terminated by the

Fund on 60 days written notice and by MSDW TRUST on 90 days

written notice to the other party without payment of any

penalty.


               7.3  Should the Fund exercise its right to

terminate, all out-of-pocket expenses associated with the

movement of records and other materials will be borne by the

Fund.  Additionally, MSDW TRUST reserves the right to charge

for any other reasonable fees and expenses associated with

such termination.


Article 8      Assignment

               8.1  Except as provided in Section 8.3 below,

neither this Agreement nor any rights or obligations

hereunder may be assigned by either party without the

written consent of the other party.


               8.2  This Agreement shall inure to the

benefit of and be binding upon the parties and their

respective permitted successors and assigns.


               8.3  MSDW TRUST may, in its sole discretion

and without further consent by the Fund, subcontract, in

whole or in part, for the performance of its obligations and

duties hereunder with any person or entity including but not

limited to companies which are affiliated with MSDW TRUST;

provided, however, that such person or entity has and

maintains the qualifications, if any, required to perform

such obligations and duties and that MSDW TRUST shall be as

fully responsible to the Fund for the acts and omissions of

any agent or subcontractor as it is for its own acts or

omissions under this Agreement.


Article 9      Affiliations

               9.1  MSDW TRUST may now or hereafter, without

the consent of or notice to the Fund, function as transfer

agent, registrar and/or shareholder servicing agent for any

other investment company registered with the SEC under the

1940 Act and for any other issuer, including without

limitation any investment company whose adviser,

administrator, sponsor or principal underwriter is or may

become affiliated with Morgan Stanley Dean Witter & Co. or

any of its direct or indirect subsidiaries or affiliates.



               9.2  It is understood and agreed that the

Directors or Trustees (as the case may be), officers,

employees, agents and shareholders of the Fund, and the

directors, officers, employees, agents and shareholders of

the Fund's investment adviser and/or distributor, are or may

be interested in MSDW TRUST as directors, officers,

employees, agents and shareholders or otherwise, and that

the directors, officers, employees, agents and shareholders

of MSDW TRUST may be interested in the Fund as Directors or

Trustees (as the case may be), officers, employees, agents

and shareholders or otherwise, or in the investment adviser

and/or distributor as directors, officers, employees,

agents, shareholders or otherwise.


Article 10     Amendment

               10.1  This Agreement may be amended or

modified by a written agreement executed by both parties and

authorized or approved by a resolution of the Board of

Directors or the Board of Trustees (as the case may be) of

the Fund.


Article 11     Applicable Law

               11.1  This Agreement shall be construed and

the provisions thereof interpreted under and in accordance

with the laws of the State of New York.


Article 12     Miscellaneous

               12.1  In the event that one or more

additional investment companies managed or administered by

Morgan Stanley Dean Witter Advisors Inc. ("Additional

Funds") desires to retain MSDW TRUST to act as transfer

agent, dividend disbursing agent and/or shareholder

servicing agent, and MSDW TRUST desires to render such

services, such services shall be provided pursuant to a

letter agreement, substantially in the form of Exhibit A

hereto, between MSDW TRUST and each Additional Fund.


               12.2  In the event of an alleged loss or

destruction of any Share certificate, no new certificate

shall be issued in lieu thereof, unless there shall first be

furnished to MSDW TRUST an affidavit of loss or non-receipt

by the holder of Shares with respect to which a certificate

has been lost or destroyed, supported by an appropriate bond

satisfactory to MSDW TRUST and the Fund issued by a surety

company satisfactory to MSDW TRUST, except that MSDW TRUST

may accept an affidavit of loss and indemnity agreement

executed by the registered holder (or legal representative)

without surety in such form as MSDW TRUST deems appropriate

indemnifying MSDW TRUST and the Fund for the issuance of a

replacement certificate, in cases where the alleged loss is

in the amount of $1,000 or less.


          12.3  Any notice or other instrument authorized or

required by this Agreement to be given in writing to the

Fund or to MSDW TRUST shall be sufficiently given if

addressed to that party and received by it at its office set

forth below or at such other place as it may from time to

time designate in writing.


To the Fund:

[Name of Fund]
Two World Trade Center
New York, New York  10048

Attention:  General Counsel


To MSDW TRUST:

Morgan Stanley Dean Witter Trust FSB
Harborside Financial Center, Plaza Two
Jersey City, New Jersey  07311

Attention:  President


Article 13     Merger of Agreement

               13.1  This Agreement constitutes the entire

agreement between the parties hereto and supersedes any

prior agreement with respect to the subject matter hereof

whether oral or written.


Article 14     Personal Liability

               14.1  In the case of a Fund organized as a

Massachusetts business trust, a copy of the Declaration of

Trust of the Fund is on file with the Secretary of The

Commonwealth of Massachusetts, and notice is hereby given

that this instrument is executed on behalf of the Board of

Trustees of the Fund as Trustees and not individually and

that the obligations of this instrument are not binding upon

any of the Trustees or shareholders individually but are

binding only upon the assets and property of the Fund;

provided, however, that the Declaration of Trust of the Fund

provides that the assets of a particular Series of the Fund

shall under no circumstances be charged with liabilities

attributable to any other Series of the Fund and that all

persons extending credit to, or contracting with or having

any claim against, a particular Series of the Fund shall

look only to the assets of that particular Series for

payment of such credit, contract or claim.

          IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed in their names and on their
behalf by and through their duly authorized officers, as of
the day and year first above written.

  Taxable Fixed-Income Closed-End Funds

1.   Morgan Stanley Dean Witter Government Income Trust
2.   Morgan Stanley Dean Witter High Income Advantage Trust
3.   Morgan Stanley Dean Witter High Income Advantage Trust
  II
4.   Morgan Stanley Dean Witter High Income Advantage Trust
  III
5.   Morgan Stanley Dean Witter Income Securities Inc.
6.   Morgan Stanley Dean Witter Prime Income Trust

  Tax-Exempt Fixed-Income Closed-End Funds

7.   Morgan Stanley Dean Witter California Insured Municipal
  Income Trust
8.   Morgan Stanley Dean Witter California Quality Municipal
  Securities
9.   Morgan Stanley Dean Witter Insured California Municipal
  Securities
10.  Morgan Stanley Dean Witter Insured Municipal Bond Trust
11.  Morgan Stanley Dean Witter Insured Municipal Income
  Trust
12.  Morgan Stanley Dean Witter Insured Municipal Securities
13.  Morgan Stanley Dean Witter Insured Municipal Trust
14.  Morgan Stanley Dean Witter Municipal Income
  Opportunities Trust
15.  Morgan Stanley Dean Witter Municipal Income
  Opportunities Trust II
16.  Morgan Stanley Dean Witter Municipal Income
  Opportunities Trust III
17.  Morgan Stanley Dean Witter Municipal Income Trust
18.  Morgan Stanley Dean Witter Municipal Income Trust II
19.  Morgan Stanley Dean Witter Municipal Income Trust III
20.  Morgan Stanley Dean Witter Municipal Premium Income
  Trust
21.  Morgan Stanley Dean Witter New York Quality Municipal
  Securities
22.  Morgan Stanley Dean Witter Quality Municipal Income
  Trust
23.  Morgan Stanley Dean Witter Quality Municipal Investment
  Trust
24.  Morgan Stanley Dean Witter Quality Municipal Securities

  TCW/DW Term Trusts

1.   TCW/DW Term Trust 2000
2.   TCW/DW Term Trust 2002
3.   TCW/DW Term Trust 2003






                         By:
                                          Barry Fink
                                          Vice President,
Secretary and
                                    General Counsel
ATTEST:


Assistant Secretary


                         MORGAN STANLEY DEAN WITTER TRUST
FSB

                              By:
                                     Jonathan Thomas
                                     President
ATTEST:


Executive Vice President
                          Exhibit A

Morgan Stanley Dean Witter Trust FSB
Harborside Financial Center, Plaza Two
Jersey City, NJ 07311

Gentlemen:

          The undersigned, (name of investment company), a

(Maryland corporation/Massachusetts business trust) (the

"Fund"), desires to employ and appoint Morgan Stanley Dean

Witter Trust FSB ("MSDW TRUST") to act as transfer agent for

each series and class of shares of the Fund, dividend

disbursing agent shareholder servicing agent, registrar and

agent in connection with the Fund's Dividend Reinvestment

Plan.

          The Fund hereby agrees that, in consideration for

the payment by the Fund to MSDW TRUST of fees as set out in

the fee schedule attached hereto as Schedule A, MSDW TRUST

shall provide such services to the Fund pursuant to the

terms and conditions set forth in the Transfer Agency and

Service Agreement annexed hereto, as if the Fund was a

signatory thereto.

          Please indicate MSDW TRUST's acceptance of

employment and appointment by the Fund in the capacities set

forth above by so indicating in the space provided below.


                              Very truly yours,

                              (Name of Fund)

                              By:__________________________

ACCEPTED AND AGREED TO:

MORGAN STANLEY DEAN WITTER TRUST FSB

By:_______________________
Its:______________________
Date:_____________________

secs/allfnds/msdwtransce2.fsb

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>6
<FILENAME>0006.txt
<TEXT>







INDEPENDENT AUDITORS' REPORT

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


In  planning  and  performing our  audit  of  the  financial
statements  of Morgan Stanley Dean Witter Quality  Municipal
Income  Trust (the "Trust") for the year ended  October  31,
2000  (on which we have issued our report dated December  8,
2000), 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 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, 2000.

This  report is intended solely for the information and  use
of management, the Shareholders and Board of Trustees of the
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 8, 2000

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>7
<FILENAME>0007.txt
<TEXT>

<TABLE>
<CAPTION>
        EXHIBIT 77(O) MORGAN STANLEY DEAN WITTER QUALITY MUNICIPAL INCOME TRUST
        10f-3 transactions for the period April 1, 2000 - September 30, 2000

<S>                              <C>        <C>     <C>        <C>      <C>           <C>         <C>

                                                                          TOTAL
                                                                          ISSUED/
                                 DATE       PRICE   SHARES       % of     PRINCIPAL         PURCHASED
SECURITY                         PURCHASED  SHARE   PURCHASED    Assets   AMOUNT            BY GROUP  BROKER(S)

New York City Municipal Water Finance Authority

                                06/02/00   $98.450  $3,000,000   0.45%   $ 323,740,000.00    0.93%   Paine Webber



F:\LEGAL\MS_DATA\PARALEG\10F-3\Qualinc

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