<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>4
<FILENAME>emdop.txt
<DESCRIPTION>AUDIT
<TEXT>

Report of Ernst & Young LLP, Independent Auditors

To the Shareholders and
Board of Directors of Morgan Stanley
Emerging Markets Debt Fund, Inc.

In planning and performing our audit of the
financial statements of Morgan Stanley Emerging
 Markets Debt Fund, Inc. for the year ended December
 31, 2001, 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, not to provide assurance on internal control.

The management of Morgan Stanley Emerging Markets
Debt Fund, Inc. 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 generally accepted accounting
 principles. Those controls include the safeguarding of
assets against unauthorized acquisition, use, or disposition.

Because of inherent limitations in internal control, error
 or fraud may occur and not be detected.  Also, projection
 of any evaluation of internal control to future periods is
 subject to the risk that it may become inadequate because
of changes in conditions or that the effectiveness of the
design and operation may deteriorate.

Our consideration of 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 internal control and its operation,
 including controls for safeguarding securities, that we
consider to be material weaknesses as defined above as of
December 31, 2001.

This report is intended solely for the information and use
of management and the Board of Directors of Morgan Stanley
Emerging Markets Debt Fund, Inc. and the Securities and Exchange
 Commission and is not intended to be and should not be used
by anyone other than these specified parties.



Ernst & Young LLP

Boston, Massachusetts
February 11, 2002


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</DOCUMENT>
