EX-99.77B ACCT LTTR 3 a05emergingmarketsdebtn-sar.htm

               Report of Independent Registered Public Accounting
          Firm

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. (the  "Fund")
as  of  and  for the year ended December 31, 2009, in  accordance
with  the  standards  of the Public Company Accounting  Oversight
Board  (United States), we considered the Fund's internal control
over  financial  reporting, including controls over  safeguarding
securities, as a basis for designing our auditing procedures  for
the purpose of expressing our opinion on the financial statements
and  to  comply with the requirements of Form N-SAR, but not  for
the  purpose of expressing an opinion on the effectiveness of the
Fund's internal control over financial reporting. Accordingly, we
express no such opinion.


The  management  of the Fund is responsible for establishing  and
maintaining effective internal control over financial  reporting.
In  fulfilling  this responsibility, estimates and  judgments  by
management  are  required  to assess the  expected  benefits  and
related  costs  of  controls.  A  Fund's  internal  control  over
financial  reporting is a process designed to provide  reasonable
assurance  regarding the reliability of financial  reporting  and
the preparation of financial statements for external purposes  in
accordance  with  generally  accepted  accounting  principles.  A
Fund's  internal control over financial reporting includes  those
policies  and  procedures that (1) pertain to the maintenance  of
records that, in reasonable detail, accurately and fairly reflect
the  transactions and dispositions of the assets of the Fund; (2)
provide  reasonable assurance that transactions are  recorded  as
necessary  to  permit  preparation  of  financial  statements  in
accordance  with  generally accepted accounting  principles,  and
that receipts and expenditures of the Fund are being made only in
accordance with authorizations of management and directors of the
Fund;  and  (3) provide reasonable assurance regarding prevention
or   timely  detection  of  unauthorized  acquisition,   use   or
disposition of a Fund's assets that could have a material  effect
on the financial statements.


Because  of  its  inherent  limitations,  internal  control  over
financial  reporting  may  not prevent or  detect  misstatements.
Also,  projections of any evaluation of effectiveness  to  future
periods  are  subject  to  the  risk  that  controls  may  become
inadequate  because of changes in conditions, or that the  degree
of compliance with the policies or procedures may deteriorate.


A  deficiency in internal control over financial reporting exists
when  the  design  or  operation of  a  control  does  not  allow
management or employees, in the normal course of performing their
assigned  functions,  to  prevent or detect  misstatements  on  a
timely  basis.  A  material  weakness  is  a  deficiency,  or   a
combination  of deficiencies, in internal control over  financial
reporting,  such  that there is a reasonable possibility  that  a
material  misstatement of the Fund's annual or interim  financial
statements will not be prevented or detected on a timely basis.


Our  consideration of the Fund's internal control over  financial
reporting  was  for the limited purpose described  in  the  first
paragraph and would not necessarily disclose all deficiencies  in
internal   control  that  might  be  material  weaknesses   under
standards  established by the Public Company Accounting Oversight
Board  (United States). However, we noted no deficiencies in  the
Fund's   internal  control  over  financial  reporting  and   its
operation, including controls over safeguarding securities,  that
we  consider  to be a material weakness as defined  above  as  of
December 31, 2009.

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 23, 2010