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<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>3
<FILENAME>acctletter.txt
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INDEPENDENT AUDITORS' REPORT

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

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

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

This report is intended solely for the information and use of management,
 the Shareholders and Board of
Trustees of Morgan Stanley Municipal Income Opportunities 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
July 9, 2002

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