<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>2
<FILENAME>emdaudit.txt
<DESCRIPTION>AUDIT LETTER
<TEXT>

Report of Ernst & Young LLP, Independent Registered Public Accounting Firm

To the Stockholders 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. (the "Fund") for the
year ended December 31, 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, not to provide assurance on 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 U.S. 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 of 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 internal control and its operation,
including controls for safeguarding securities, that we
consider to be material weaknesses as defined above as of
December 31, 2004.

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, 2005




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</DOCUMENT>
