<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>2
<FILENAME>auditletter.txt
<DESCRIPTION>AUDIT OPINION
<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, 2003, 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 assessthe 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.
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, 2003.

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, 2004





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</DOCUMENT>
