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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0001167420-04-000342.txt : 20041229
<SEC-HEADER>0001167420-04-000342.hdr.sgml : 20041229
<ACCEPTANCE-DATETIME>20041229114315
ACCESSION NUMBER:		0001167420-04-000342
CONFORMED SUBMISSION TYPE:	NSAR-B
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20041031
FILED AS OF DATE:		20041229
DATE AS OF CHANGE:		20041229
EFFECTIVENESS DATE:		20041229

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MORGAN STANLEY QUALITY MUNICIPAL INCOME TRUST
		CENTRAL INDEX KEY:			0000885125
		IRS NUMBER:				136993836
		STATE OF INCORPORATION:			MA
		FISCAL YEAR END:			1031

	FILING VALUES:
		FORM TYPE:		NSAR-B
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-06591
		FILM NUMBER:		041229908

	BUSINESS ADDRESS:	
		STREET 1:		C/O MORGAN STANLEY TRUST
		STREET 2:		HARBORSIDE FINANCIAL CENTER, PLAZA TWO
		CITY:			JERSEY CITY
		STATE:			NJ
		ZIP:			07311
		BUSINESS PHONE:		(212) 869-6397

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MORGAN STANLEY DEAN WITTER QUALITY MUNICIPAL INCOME TRUST
		DATE OF NAME CHANGE:	19981221

	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>answer.fil
<TEXT>
<PAGE>      PAGE  1
000 B000000 10/31/2004
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 MORGAN STANLEY QUALITY MUNICIPAL INCOME TRUST
001 B000000 811-06591
001 C000000 2127625260
002 A000000 1221 AVENUE OF THE AMERICAS
002 B000000 NEW YORK
002 C000000 NY
002 D010000 10020
003  000000 N
004  000000 N
005  000000 N
006  000000 N
007 A000000 N
007 B000000  0
007 C010100  1
007 C010200  2
007 C010300  3
007 C010400  4
007 C010500  5
007 C010600  6
007 C010700  7
007 C010800  8
007 C010900  9
007 C011000 10
008 A000001 MORGAN STANLEY INVESTMENT ADVISORS INC.
008 B000001 A
008 C000001 801-42061
008 D010001 NEW YORK
008 D020001 NY
008 D030001 10020
012 A000001 MORGAN STANLEY TRUST
012 B000001 84-5710
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 ARAB MALAYSIA SECURITIES
014 B000001 8-00000
014 A000002 CHINA INTERNATIONAL CAPITAL CORPORATION LTD.
014 B000002 8-00000
<PAGE>      PAGE  2
014 A000003 HC SECURITIES
014 B000003 8-00000
014 A000004 JM MS FIXED INCOME SECURITIES PRIVATE LIMITED
014 B000004 8-00000
014 A000005 JM MORGAN STANLEY PRIVATE LIMITED
014 B000005 8-00000
014 A000006 JM MORGAN STANLEY SECURITIES PRIVATE LIMITED
014 B000006 8-00000
014 A000007 JM MS RETAIL SERVICES PRIVATE LIMITED
014 B000007 8-00000
014 A000008 MORGAN STANLEY & CO. INCORPORATED
014 B000008 8-15869
014 A000009 MORGAN STANLEY & CO. LIMITED
014 B000009 8-00000
014 A000010 MORGAN STANLEY ASIA LIMITED
014 B000010 8-00000
014 A000011 MORGAN STANLEY CANADA LIMITED
014 B000011 8-00000
014 A000012 MORGAN STANLEY QUILTER LIMITED
014 B000012 8-00000
014 A000013 MS DEAN WITTER AUSTRALIA SECURITIES LIMITED
014 B000013 8-00000
014 A000014 MORGAN STANLEY JAPAN LIMITED
014 B000014 8-00000
014 A000015 MORGAN STANLEY NIPPON SECURITIES, LTD.
014 B000015 8-00000
014 A000016 MORGAN STANLEY, S.V., S.A.
014 B000016 8-00000
014 A000017 MORGAN STANLEY DW INC.
014 B000017 8-14172
014 A000018 MORGAN STANLEY INTERNATIONAL LIMITED
014 B000018 8-00000
014 A000019 MORGAN STANLEY SECURITIES LIMITED
014 B000019 8-00000
014 A000020 MORGAN STANLEY BANK AG
014 B000020 8-00000
014 A000021 MORGAN STANLEY DISTRIBUTION INC.
014 B000021 8-44766
014 A000022 MORGAN STANLEY DISTRIBUTORS INC.
014 B000022 8-45262
014 A000023 MORGAN STANLEY MARKET PRODUCTS INC.
014 B000023 8-37795
014 A000024 MS SECURITIES SERVICES INC.
014 B000024 8-26804
014 A000025 PRIME DEALER SERVICES CORP.
014 B000025 8-47025
014 A000026 VAN KAMPEN FUNDS INC.
014 B000026 8-19412
015 A000001 THE BANK OF NEW YORK
015 B000001 C
015 C010001 NEW YORK
<PAGE>      PAGE  3
015 C020001 NY
015 C030001 10286
015 E010001 X
018  000000 Y
019 A000000 Y
019 B000000  107
019 C000000 MORGANSTAN
020 A000001 GOLDMAN SACHS & CO.
020 B000001 13-5108880
020 C000001     34
020 C000002      0
020 C000003      0
020 C000004      0
020 C000005      0
020 C000006      0
020 C000007      0
020 C000008      0
020 C000009      0
020 C000010      0
021  000000       34
022 A000001 MERRILL LYNCH, PIERCE, FENNER & SMITH INC.
022 B000001 13-5674085
022 C000001     75869
022 D000001     91674
022 A000002 MORGAN GUARANTY TRUST CO. OF N.Y.
022 B000002 N/A
022 C000002     84443
022 D000002     60338
022 A000003 EDWARDS (A.G.) & SONS, INC.
022 B000003 43-0895447
022 C000003     20200
022 D000003     13489
022 A000004 BEAR STEARNS & CO. INC.
022 B000004 13-3299429
022 C000004     15243
022 D000004      7845
022 A000005 LEHMAN BROTHERS INC.
022 B000005 13-2518466
022 C000005     12318
022 D000005      5340
022 A000006 PAINEWEBBER INC.
022 B000006 13-2638166
022 C000006      4197
022 D000006     12100
022 A000007 CITIGROUP INC.
022 B000007 52-1568099
022 C000007      4000
022 D000007      5624
022 A000008 CITIGROUP GLOBAL MARKETS INC.
022 B000008 11-2418191
022 C000008      4100
<PAGE>      PAGE  4
022 D000008      1679
022 A000009 LOOP CAPITAL MARKETS LLC
022 B000009 36-4164012
022 C000009         0
022 D000009      5630
022 A000010 FIRST TENNESSEE BANK NA
022 B000010 62-0201385
022 C000010      5464
022 D000010         0
023 C000000     246990
023 D000000     236259
024  000000 N
025 D000001       0
025 D000002       0
025 D000003       0
025 D000004       0
025 D000005       0
025 D000006       0
025 D000007       0
025 D000008       0
026 A000000 N
026 B000000 Y
026 C000000 Y
026 D000000 Y
026 E000000 N
026 F000000 Y
026 G010000 N
026 G020000 N
026 H000000 N
027  000000 N
028 A010000         0
028 A020000         0
028 A030000         0
028 A040000         0
028 B010000         0
028 B020000         0
028 B030000         0
028 B040000         0
028 C010000         0
028 C020000         0
028 C030000         0
028 C040000         0
028 D010000         0
028 D020000         0
028 D030000         0
028 D040000         0
028 E010000         0
028 E020000         0
028 E030000         0
028 E040000         0
028 F010000         0
<PAGE>      PAGE  5
028 F020000         0
028 F030000         0
028 F040000         0
028 G010000         0
028 G020000         0
028 G030000         0
028 G040000         0
028 H000000         0
030 A000000      0
030 B000000  0.00
030 C000000  0.00
031 A000000      0
031 B000000      0
032  000000      0
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035  000000      0
036 B000000      0
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042 E000000   0
042 F000000   0
042 G000000   0
042 H000000   0
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044  000000      0
045  000000 Y
046  000000 N
047  000000 Y
048  000000  0.350
048 A010000        0
048 A020000 0.000
048 B010000        0
048 B020000 0.000
048 C010000        0
048 C020000 0.000
048 D010000        0
048 D020000 0.000
048 E010000        0
048 E020000 0.000
048 F010000        0
048 F020000 0.000
048 G010000        0
048 G020000 0.000
048 H010000        0
048 H020000 0.000
048 I010000        0
048 I020000 0.000
048 J010000        0
<PAGE>      PAGE  6
048 J020000 0.000
048 K010000        0
048 K020000 0.000
049  000000 N
050  000000 N
051  000000 N
052  000000 N
053 A000000 N
054 A000000 Y
054 B000000 Y
054 C000000 Y
054 D000000 N
054 E000000 N
054 F000000 N
054 G000000 Y
054 H000000 Y
054 I000000 N
054 J000000 Y
054 K000000 N
054 L000000 Y
054 M000000 Y
054 N000000 N
054 O000000 Y
055 A000000 N
055 B000000 N
056  000000 Y
057  000000 N
058 A000000 N
059  000000 Y
060 A000000 Y
060 B000000 Y
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062 A000000 Y
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062 D000000   0.0
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062 F000000   0.0
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062 P000000   0.0
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062 R000000   0.0
063 A000000   0
<PAGE>      PAGE  7
063 B000000 18.4
064 A000000 Y
064 B000000 N
066 A000000 N
067  000000 N
068 A000000 N
068 B000000 N
069  000000 N
070 A010000 Y
070 A020000 N
070 B010000 N
070 B020000 N
070 C010000 Y
070 C020000 N
070 D010000 N
070 D020000 N
070 E010000 Y
070 E020000 Y
070 F010000 N
070 F020000 N
070 G010000 Y
070 G020000 N
070 H010000 N
070 H020000 N
070 I010000 N
070 I020000 N
070 J010000 Y
070 J020000 N
070 K010000 Y
070 K020000 N
070 L010000 N
070 L020000 N
070 M010000 N
070 M020000 N
070 N010000 Y
070 N020000 N
070 O010000 Y
070 O020000 N
070 P010000 Y
070 P020000 Y
070 Q010000 N
070 Q020000 N
070 R010000 N
070 R020000 N
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071 B000000    128191
071 C000000    602081
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<PAGE>      PAGE  8
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072 N000000       17
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072 S000000       16
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072 U000000        0
072 V000000        0
072 W000000     1145
072 X000000     3690
072 Y000000        4
072 Z000000    26822
072AA000000    13401
072BB000000    17559
072CC010000     8509
072CC020000        0
072DD010000    28036
072DD020000        0
072EE000000     8366
073 A010000   0.8650
073 A020000   0.0000
073 B000000   0.3187
073 C000000   0.0000
074 A000000       13
074 B000000        0
074 C000000     8700
074 D000000   599408
074 E000000        0
074 F000000        0
074 G000000        0
074 H000000        0
074 I000000        0
074 J000000      315
074 K000000        0
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074 M000000     1037
074 N000000   618944
074 O000000     2036
074 P000000      219
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<PAGE>      PAGE  9
074 R010000        0
074 R020000        0
074 R030000        0
074 R040000      830
074 S000000   208306
074 T000000   407553
074 U010000    26432
074 U020000        0
074 V010000    15.42
074 V020000     0.00
074 W000000   0.0000
074 X000000     4874
074 Y000000     1290
075 A000000        0
075 B000000   414238
076  000000    13.83
077 A000000 Y
077 B000000 Y
077 C000000 N
077 D000000 N
077 E000000 N
077 F000000 N
077 G000000 N
077 H000000 N
077 I000000 N
077 J000000 N
077 K000000 N
077 L000000 N
077 M000000 N
077 N000000 N
077 O000000 Y
077 P000000 N
077 Q010000 Y
077 Q020000 Y
077 Q030000 N
078  000000 N
080 A000000 ICI MUTUAL INSURANCE COMPANY
080 B000000 GULF, ZURICH, FIDELITY AND DEPOSIT ET AL
080 C000000   150000
081 A000000 Y
081 B000000 106
082 A000000 N
082 B000000        0
083 A000000 N
083 B000000        0
084 A000000 N
084 B000000        0
085 A000000 Y
085 B000000 N
086 A010000      0
086 A020000      0
<PAGE>      PAGE  10
086 B010000   1263
086 B020000  17572
086 C010000      0
086 C020000      0
086 D010000      0
086 D020000      0
086 E010000      0
086 E020000      0
086 F010000      0
086 F020000      0
087 A010000 SHARES OF BENEFICIAL INTEREST
087 A020000 61745P734
087 A030000 IQI
088 A000000 N
088 B000000 N
088 C000000 N
088 D000000 Y
SIGNATURE   THOMAS SMITH
TITLE       VICE PRESIDENT


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77O RULE 10F-3
<SEQUENCE>2
<FILENAME>iqi10f3.txt
<TEXT>
                  Morgan Stanley Quality Municipal Income Trust
                          Item 77(O) 10F-3 Transactions
                         May 1, 2004 - October 31, 2004



 Security  Purcha   Size   Offeri    Total    Amount   % of    % of
Purchased    se/     of      ng    Amount of    of    Offeri   Fund   Brokers
            Trade  Offeri  Price   Offering   Shares    ng      s
            Date     ng      of               Purcha  Purcha   Tota
                           Shares               sed     sed     l
                                                By      By     Asse
                                               Fund    Fund     ts
 State of  5/6/04    -     $103.3 $7,921,515  10,000   0.13%   1.65    Lehman
Californi                    3       ,000      ,000             %    Brothers,
    a                                                                Citigroup,
 Economic                                                            JPMorgan,
 Recovery                                                             Banc of
  Bonds                                                               America
                                                                     Securities
                                                                        LLC,
                                                                      Goldman,
                                                                      Sachs &
                                                                        Co.,
                                                                       Morgan
                                                                     Stanley &
                                                                         Co
                                                                     Incorporat
                                                                      ed, A.G.
                                                                     Edwards &
                                                                     Sons Inc.,
                                                                      Banc One
                                                                      Capital
                                                                      Markets
                                                                       Inc.,
                                                                     Chatsworth
                                                                     Securities
                                                                        LLC,
                                                                      Commerce
                                                                      Capital
                                                                      Markets,
                                                                       First
                                                                       Albany
                                                                      Capital
                                                                       Inc.,
                                                                     Henderson
                                                                      Capital
                                                                      Partners
                                                                     LLC, Loop
                                                                      Capital
                                                                      Markets
                                                                        LLC,
                                                                      O'Connor
                                                                     Southwest
                                                                     Securities
                                                                     , Ramirez
                                                                       & Co.
                                                                       Inc.,
                                                                      Redwood
                                                                     Securities
                                                                       Group,
                                                                       Inc.,
                                                                      Siebert
                                                                     Brandford
                                                                      Shank &
                                                                      Co. LLC,
                                                                      Stone &
                                                                     Youngberg
                                                                     LLC, Wells
                                                                       Fargo
                                                                     Institutio
                                                                        nal
                                                                     Securities
                                                                       , LLC,
                                                                       Bear,
                                                                     Stearns &
                                                                      Co. Inc,
                                                                      ABN AMRO
                                                                     Financial
                                                                      Services
                                                                       Inc.,
                                                                      Brandis
                                                                      Tallman
                                                                     LLC, CIBC
                                                                       World
                                                                      Markets
                                                                       Corp.,
                                                                      Estrada
                                                                     Hinojosa &
                                                                      Company
                                                                     Inc, Great
                                                                      Pacific
                                                                     Securities
                                                                     , Jackson
                                                                     Securities
                                                                       , M.R.
                                                                       Beal &
                                                                      Company,
                                                                       Piper
                                                                     Jaffray &
                                                                        Co.,
                                                                      Raymond
                                                                      James &
                                                                     Associates
                                                                       Inc.,
                                                                      Roberts
                                                                      and Ryan
                                                                     Investment
                                                                      s Inc.,
                                                                      Stephens
                                                                       Inc.,
                                                                       Sutter
                                                                     Securities
                                                                       Inc.,
                                                                      Western
                                                                     Municipal
                                                                     Securities
                                                                     Corporatio
                                                                     n, E.J. De
                                                                     La Rosa &
                                                                     Co., Inc.,
                                                                      Merrill
                                                                      Lynch &
                                                                      Co., UBS
                                                                     Financial
                                                                      Services
                                                                       Inc.,
                                                                     Backstrom
                                                                      McCarley
                                                                      Berry &
                                                                      Co. LLC,
                                                                      Cabrera
                                                                      Capital
                                                                      Markets
                                                                     Inc., City
                                                                      National
                                                                     Securities
                                                                       Inc.,
                                                                      Fidelity
                                                                      Capital
                                                                      Markets,
                                                                     Grigsby &
                                                                     Associates
                                                                       Inc.,
                                                                       Janney
                                                                     Montgomery
                                                                     Scott LLC,
                                                                       Melvin
                                                                     Securities
                                                                        LLC,
                                                                      Prager,
                                                                      Sealy &
                                                                     Co., LLC,
                                                                      RBC Dain
                                                                     Rauscher,
                                                                     SBK-Brooks
                                                                     Investment
                                                                       Corp,
                                                                      Stinson
                                                                     Securities
                                                                        LLC,
                                                                      Wachovia
                                                                       Bank,
                                                                      National
                                                                     Associatio
                                                                         n,
                                                                     Westhoff,
                                                                      Cone, &
                                                                     Holmstedt

                                                                        UBS
                                                                     Financial
                                                                      Services
                                                                       Inc.,
  Puerto   5/13/0    -     $104.9 $1,167,965  4,000,   0.34%   0.66    Lehman
   Rico       4              3       ,000       000             %    Brothers,
  Public                                                              Merrill
Buildings                                                             Lynch &
Authority                                                            Co., Banc
                                                                     of America
                                                                     Securities
                                                                        LLC,
                                                                     JPMorgan,
                                                                     Samuel A.
                                                                     Ramirez &
                                                                     Co., Inc.,
                                                                     Citigroup,
                                                                       Morgan
                                                                      Stanley,
                                                                      Goldman,
                                                                      Sachs &
                                                                        Co.,
                                                                      Raymond
                                                                      James &
                                                                     Associates
                                                                      , Inc.,
                                                                      Wachovia
                                                                       Bank,
                                                                      National
                                                                     Associatio
                                                                         n

                                                                       Bear,
                                                                     Stearns &
                                                                     Co. Inc.,
 City of   5/20/0    -     $101.6 $3,029,170  15,000   0.50%   2.49    Piper
 Houston,     4              2       ,000      ,000             %    Jaffray &
    TX                                                               Co., Banc
 Utility                                                             of America
  System                                                             Securities
Ser. 2004                                                               LLC,
                                                                     Citigroup,
                                                                     JPMorgan,
                                                                        The
                                                                      Malachi
                                                                       Group
                                                                       Inc.,
                                                                       Morgan
                                                                      Stanley,
                                                                      Goldman,
                                                                      Sachs &
                                                                     Co., Banc
                                                                        One
                                                                      Capital
                                                                      Markets,
                                                                       Inc.,
                                                                      Estrada
                                                                     Hinojosa &
                                                                     Co., Inc.,
                                                                       Lehman
                                                                     Brothers,
                                                                      Merrill
                                                                     Lynch, RBC
                                                                        Dain
                                                                     Rauscher,
                                                                        UBS
                                                                     Financial
                                                                      Services
                                                                       Inc.,
                                                                      Siebert
                                                                     Brandford
                                                                      Shank &
                                                                     Co., LLC,
                                                                      Cabrera
                                                                      Capital
                                                                      Markets
                                                                       Inc.,
                                                                       First
                                                                       Albany
                                                                      Capital,
                                                                        Loop
                                                                      Capital
                                                                      Markets,
                                                                       Morgan
                                                                      Keegan,
                                                                     Ramirez &
                                                                     Co., Inc.








</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q2 ITEM 405
<SEQUENCE>3
<FILENAME>iqi77q2.txt
<TEXT>
11



                 MORGAN STANLEY CLOSED-END FUNDS
                    MORGAN STANLEY TRUST FSB

                      AMENDEND AND RESTATED
              TRANSFER AGENCY AND SERVICE AGREEMENT

      AMENDED AND RESTATED AGREEMENT made as of the 1st   day  of
September, 2000, and amended on November 1, 2004, by and  between
each  of  the  Morgan  Stanley Closed-end  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 1221 Avenue
of  the  Americas, New York, New York 10020, and  MORGAN  STANLEY
TRUST FSB ("Morgan Stanley 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 MORGAN STANLEY TRUST as
its   transfer  agent,  dividend  disbursing  agent,  shareholder
servicing  agent,  registrar and agent  in  connection  with  the
Fund's  Dividend  Reinvestment  Plan  and  MORGAN  STANLEY  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 MORGAN STANLEY TRUST

      1.1   Subject to the terms and conditions set forth in this
Agreement,  the  Fund hereby employs and appoints MORGAN  STANLEY
TRUST  to act as, and MORGAN STANLEY 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   MORGAN STANLEY 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  MORGAN
     STANLEY TRUST, MORGAN STANLEY 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.  MORGAN STANLEY 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,  MORGAN STANLEY 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, MORGAN STANLEY  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), MORGAN  STANLEY  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)  MORGAN STANLEY TRUST shall provide such additional
     services and functions not specifically described herein  as
     may  be mutually agreed between MORGAN STANLEY TRUST and the
     Fund.   Procedures  applicable  to  such  services  may   be
     established from time to time by agreement between the  Fund
     and MORGAN STANLEY TRUST.

                  ARTICLE 2 - FEES AND EXPENSES

      2.1   For  performance by MORGAN STANLEY TRUST pursuant  to
this  Agreement, each Fund agrees to pay MORGAN STANLEY 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 one-half (1/2) of 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 MORGAN STANLEY 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;  provided,  however, that such fee shall not  at  any  time
exceed the average fee published by the then current ICI Transfer
Agency Fee survey with respect to funds affiliated with a broker-
dealer.   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
MORGAN STANLEY TRUST.

      2.2   In addition to the fees paid under Section 2.1 above,
the  Fund  agrees to reimburse MORGAN STANLEY TRUST  for  out-of-
pocket  expenses or advances incurred by MORGAN STANLEY TRUST  in
connection  with  the services rendered by MORGAN  STANLEY  TRUST
hereunder.   In addition, any other expenses incurred  by  MORGAN
STANLEY 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 MORGAN STANLEY TRUST by
the  Fund  upon  request  prior  to  the  mailing  date  of  such
materials.

  ARTICLE 3 - REPRESENTATIONS AND WARRANTIES OF MORGAN STANLEY
                              TRUST

      MORGAN  STANLEY 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 MORGAN STANLEY  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  MORGAN STANLEY TRUST shall not be responsible for, and
the  Fund  shall indemnify and hold MORGAN STANLEY TRUST harmless
from  and  against, any and all losses, damages, costs,  charges,
counsel fees, payments, expenses and liability arising out of  or
attributable to:

           (d)  All actions of MORGAN STANLEY 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.

           (e)  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.

           (f)  The reliance on or use by MORGAN STANLEY TRUST or
     its  agents  or subcontractors of information,  records  and
     documents which (i) are received by MORGAN STANLEY 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.

           (g)   The  reliance on, or the carrying out by  MORGAN
     STANLEY  TRUST  or  its  agents or  subcontractors  of,  any
     instructions or requests of the Fund.

           (h)   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  MORGAN STANLEY 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  MORGAN  STANLEY TRUST as a result of the  lack  of  good
faith,  negligence or willful misconduct of MORGAN STANLEY TRUST,
its officers, employees or agents.

      5.3   At  any  time MORGAN STANLEY 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  MORGAN  STANLEY
TRUST  under  this Agreement, and MORGAN STANLEY  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.   MORGAN  STANLEY 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 MORGAN STANLEY  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.   MORGAN STANLEY 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 MORGAN
                          STANLEY TRUST

      6.1 The Fund shall promptly furnish to MORGAN STANLEY 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 MORGAN STANLEY 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 MORGAN STANLEY 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
     MORGAN  STANLEY TRUST deems to be appropriate  or  necessary
     for the proper performance of its duties.

      6.2  MORGAN  STANLEY 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  MORGAN  STANLEY 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,  MORGAN
STANLEY TRUST agrees that all such records prepared or maintained
by  MORGAN STANLEY TRUST relating to the services to be performed
by  MORGAN STANLEY 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 MORGAN STANLEY 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 MORGAN STANLEY TRUST and the Fund.

     6.5  In case of any request or demands for the inspection of
the  Shareholder records of the Fund, MORGAN STANLEY  TRUST  will
endeavor  to notify the Fund and to secure instructions  from  an
authorized  officer  of the Fund as to such  inspection.   MORGAN
STANLEY  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, as amended and restated, shall remain
in  full  force and effect until August 1, 2005 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 MORGAN STANLEY 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, MORGAN
STANLEY  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  MORGAN  STANLEY 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  MORGAN  STANLEY  TRUST;  provided,
however,  that  such  person  or entity  has  and  maintains  the
qualifications, if any, required to perform such obligations  and
duties   and  that  MORGAN  STANLEY  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 MORGAN STANLEY 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  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 MORGAN STANLEY TRUST  as
directors,  officers,  employees,  agents  and  shareholders   or
otherwise,  and  that the directors, officers, employees,  agents
and shareholders of MORGAN STANLEY 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  Investment
Advisors  Inc.  ("Additional Funds")  desires  to  retain  MORGAN
STANLEY TRUST to act as transfer agent, dividend disbursing agent
and/or  shareholder  servicing agent, and  MORGAN  STANLEY  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  MORGAN  STANLEY  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 MORGAN  STANLEY
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 MORGAN  STANLEY
TRUST  and  the  Fund issued by a surety company satisfactory  to
MORGAN STANLEY TRUST, except that MORGAN STANLEY TRUST may accept
an  affidavit  of  loss and indemnity agreement executed  by  the
registered  holder  (or legal representative) without  surety  in
such  form as MORGAN STANLEY TRUST deems appropriate indemnifying
MORGAN  STANLEY  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 MORGAN
STANLEY  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]
1221 Avenue of the Americas
New York, New York 10020

Attention:  General Counsel

To MORGAN STANLEY TRUST:

Morgan Stanley 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
Amended and Restated 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.

                              MORGAN STANLEY CLOSED-END FUNDS

  Taxable Fixed-Income Closed-End Funds
1.   Morgan Stanley Government Income Trust
2.   Morgan Stanley Income Securities Inc.
3.   Morgan Stanley Prime Income Trust
  Tax-Exempt Fixed-Income Closed-End Funds
4.   Morgan Stanley California Insured Municipal Income Trust
5.   Morgan Stanley California Quality Municipal Securities
6.   Morgan Stanley Insured California Municipal Securities
7.   Morgan Stanley Insured Municipal Bond Trust
8.   Morgan Stanley Insured Municipal Income Trust
9.   Morgan Stanley Insured Municipal Securities
10.  Morgan Stanley Insured Municipal Trust
11.  Morgan Stanley Municipal Income Opportunities Trust
12.  Morgan Stanley Municipal Income Opportunities Trust II
13.  Morgan Stanley Municipal Income Opportunities Trust III
14.  Morgan Stanley Municipal Premium Income Trust
15.  Morgan Stanley New York Quality Municipal Securities
16.  Morgan Stanley Quality Municipal Income Trust
17.  Morgan Stanley Quality Municipal Investment Trust
18.  Morgan Stanley Quality Municipal Securities

                              By:

                              Name:     _______________________

                              Title:    _______________________
ATTEST:

____________________________

Name:     ______________________

Title:    ______________________

                              MORGAN STANLEY TRUST FSB

                              By:

                              Name:     _______________________

                              Title:    _______________________
ATTEST:

____________________________

Name:     ______________________

Title:    ______________________


                           SCHEDULE A

                    MORGAN STANLEY TRUST FSB
                        CLOSED-END FUNDS
              SHAREHOLDER ACCOUNT MAINTENANCE FEES
               RATES PER TRANSFER AGENCY AGREEMENT
                     AS OF NOVEMBER 1, 2004



Closed-end Funds                                  $11.51
      Prime Income Trust                           $11.80

A  fee  equal  to 1/12 of the fee set forth above, for  providing
Forms 1099 for accounts closed during the year, payable following
the   end  of  the  calendar  year.  Out-of-pocket  expenses   in
accordance with Section 2.2 of the Agreement. Fees for additional
services  not set forth in this Agreement shall be as  negotiated
between the parties.



                            Exhibit A

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

Dear Sir or Madam:

The  undersigned,  (name  of  investment  company),  a  (Maryland
corporation/Massachusetts business trust) (the  "Fund"),  desires
to  employ and appoint Morgan Stanley Trust FSB ("MORGAN  STANLEY
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 MORGAN STANLEY TRUST of fees as set out in  the  fee
schedule  attached  hereto as Schedule A,  MORGAN  STANLEY  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 MORGAN STANLEY 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,

                              Morgan Stanley [             ] Fund

                              By:  __________________________

                                                           Title:
__________________________

                                                            Date:
__________________________

ACCEPTED AND AGREED TO:

Morgan Stanley Trust FSB

By:  _______________________

Title:    ______________________

Date:     _____________________

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>4
<FILENAME>iqi77b.txt
<TEXT>








REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

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, 2004 (on which we
have issued our report dated December 14, 2004), 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 Trusts 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 entitys
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 Trusts internal control would not
necessarily disclose all matters in the internal control that might
be material weaknesses under standards established by the
Public Company Accounting Oversight Board (United States).
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 Trusts internal
control and its operation, including controls for safeguarding
securities, that we consider to be material weaknesses as defined
above as of October 31, 2004.

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 14, 2004

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