<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>6
<FILENAME>auditopinionltr.txt
<TEXT>







REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

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) for the year ended May 31, 2004 (on which we
have issued our report dated July 16, 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 Funds 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 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 Funds 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 Funds internal
control and its operation, including controls for safeguarding
securities, that we consider to be material weaknesses as defined
above as of May 31, 2004.

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 16, 2004

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