SecProbe.io

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                           Morgan Stanley Income Trust
                           1221 Avenue of the Americas
                               New York, NY 10020

December 23, 2005

Securities and Exchange Commission
Judiciary Plaza
100 F Street, NE
Washington, DC 20549

Attention:  Larry Greene, Division of Investment Management
            Mail Stop 0505

RE:  MORGAN STANLEY INCOME TRUST
     (FILE NOS. 33-24245 AND 811-5654)

Dear Mr. Greene:

Thank you for your telephonic comments regarding the registration statement on
Form N-1A for Morgan Stanley Income Trust (the "Fund") filed with the Securities
and Exchange Commission on October 27, 2005. Below, we describe the changes made
to the registration statement in response to the Staff's comments and provide
any responses to or any supplemental explanations of such comments, as
requested. These changes will be reflected in post-effective amendment number 23
to the Fund's registration statement on Form N-1A, which will be filed via EDGAR
on or about December 23, 2005.

             GENERAL COMMENTS TO FORM N-1A

COMMENT 1.   PLEASE CONFIRM THAT THE FUND IS COMPLYING WITH THE PRIVACY POLICY
             NOTIFICATION REQUIREMENTS OF THE GRAMM-LEACH-BLILEY ACT AND
             DISTRIBUTING ITS PRIVACY POLICY TO INVESTORS.

                  RESPONSE 1. The Fund provides its privacy policy annually in
                  accordance with the requirements of Regulation S-P.

COMMENT 2.   PLEASE CONFIRM THAT THE REGISTRATION STATEMENT INCLUDES THE
             ANTI-MONEY LAUNDERING AND CUSTOMER VERIFICATION DISCLOSURE REQUIRED
             BY THE U.S. PATRIOT ACT.

                  RESPONSE 2. The requisite notice of the customer
                  identification verification policy is disclosed in the account
                  application form. Anti-money laundering and customer
                  verification disclosure is also included under the
                  "Shareholder Information-How to Buy Shares" section of the
                  Fund's prospectus.

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             COMMENTS TO THE PROSPECTUS

COMMENT 3.   UNDER THE "PRINCIPAL INVESTMENT STRATEGIES" SECTION, THE FUND WILL
             NORMALLY INVEST AT LEAST 80% OF ITS ASSETS IN INVESTMENT GRADE
             FIXED-INCOME SECURITIES. THE SECOND SENTENCE OF THE FIRST PARAGRAPH
             OF THAT SECTION STATES THAT "THESE SECURITIES MAY INCLUDE CORPORATE
             DEBT SECURITIES, PREFERRED STOCKS...." THE FIRST SENTENCE OF THE
             SECOND PARAGRAPH OF THAT SECTION STATES: "FIXED-INCOME SECURITIES
             ARE DEBT SECURITIES SUCH AS BONDS AND NOTES." WITH REGARD TO
             PREFERRED STOCKS, PLEASE RECONCILE THESE TWO SENTENCES.

                  RESPONSE 3. The second sentence has been so revised.

COMMENT 4.   IF THE FUND MAY INVEST IN DEPOSITARY RECEIPTS, PLEASE ADD
             APPLICABLE DISCLOSURE UNDER THE "PRINCIPAL INVESTMENT STRATEGIES"
             SECTION.

                  RESPONSE 4. The Fund does not invest in depositary receipts.
                  The disclosure has been revised accordingly.

COMMENT 5.   CONSIDER INCLUDING THE ORDER PROCESSING FEE IN THE FEE TABLE OR AS
             A FOOTNOTE TO THE FEE TABLE AND IN THE EXAMPLE.

                  RESPONSE 5. The Order Processing Fee is not a fee imposed by
                  the Fund. It is a fee that Morgan Stanley DW Inc. charges its
                  clients. Therefore, it should not be included in the fee
                  table, as a footnote to the fee table or in the Example.

COMMENT 6.   IF A DESCRIPTION OF THE FUND'S POLICIES AND PROCEDURES WITH RESPECT
             TO THE DISCLOSURE OF THE FUND'S PORTFOLIO SECURITIES IS AVAILABLE
             ON THE FUND'S WEBSITE, PLEASE SO STATE IN THE PROSPECTUS.

                  RESPONSE 6. Such a description does not appear on the Fund's
                  website.

COMMENT 7.   HAVE FUND SHAREHOLDERS APPROVED THE AMENDED AND RESTATED INVESTMENT
             ADVISORY AGREEMENT?

                  RESPONSE 7. The Fund's investment advisory agreement was
                  amended and restated to remove the administrative services
                  component from the Management Agreement and to reduce the
                  investment advisory fee. The administrative services
                  previously provided to the Fund by the Investment Adviser are
                  being provided by Morgan Stanley Services Company Inc.
                  ("Administrator") pursuant to a separate administration
                  agreement entered into by the Fund with the Administrator.
                  Such change resulted in a reduction in the advisory fee
                  concurrent with the implementation of an administration fee
                  equal to the amount of the advisory fee reduction pursuant to
                  the new administration agreement. Shareholder approval was not
                  required.

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COMMENT 8.   CONSIDER ADDING ADDITIONAL DISCLOSURE REGARDING FAIR VALUATION TO
             THE SECTION "PRICING FUND SHARES."

                  RESPONSE 8. We respectfully acknowledge the comment, but
                  believe the current disclosure is sufficient.

COMMENT 9.   SUPPLEMENTALLY DISCUSS WHETHER WRITTEN NOTICE WITH RESPECT TO THE
             FUND'S POLICY "TO REJECT, LIMIT OR PROHIBIT EXCHANGES WITHOUT PRIOR
             NOTICE, AT ITS SOLE DISCRETION ..." SET FORTH IN THE "LIMITATIONS
             ON EXCHANGES" SECTION OF THE PROSPECTUS HAS BEEN ADEQUATELY
             PROVIDED TO INVESTORS IN ACCORDANCE WITH RULE 11a-3. CLARIFY THAT
             THE FUND WOULD ONLY REJECT THE PURCHASE PORTION OF AN EXCHANGE
             REQUEST.

                  RESPONSE 9. The Fund's ability to reject, limit or prohibit
                  exchanges is designed to offer the Fund flexibility to address
                  market timing abuses as they occur. The Release adopting the
                  rules requiring enhanced market timing disclosure specifically
                  authorizes such a policy provided it is disclosed in the
                  Fund's prospectus. Further, written notice of the policy, as
                  disclosed in the Fund's prospectus, is consistent with the
                  provisions of Rule 11a-3(b)(6)(ii). Exchange requests consist
                  of a redemption of Fund shares and a simultaneous purchase of
                  another Fund's shares. The Fund reserves the right to reject
                  any exchange request for any reason. The Fund would not reject
                  a valid redemption request.

COMMENT 10.  CONSIDER ADDING ADDITIONAL DISCLOSURE REGARDING REVENUE SHARING TO
             THE SECTION "ADDITIONAL INFORMATION".

                  RESPONSE 10. We respectfully acknowledge the comment, but
                  believe the current disclosure is sufficient.

COMMENT 11.  IN THE "FEES AND EXPENSES" SECTION OF THE PROSPECTUS, CONSIDER
             MOVING THE FOOTNOTES TO AFTER THE EXAMPLE.

                  RESPONSE 11. We respectfully acknowledge the comment, but
                  believe the current placement of the footnote is appropriate.
                  The footnotes refer to the Annual Fund Operating Expenses and
                  although arguably the Annual Fund Operating Expenses and the
                  Example constitute the "Fee Table", we believe that to move
                  the footnotes to below the Example would diminish the impact
                  of the information and could result in a shareholder being
                  unable to locate the footnotes.

COMMENT 12.  SUPPLEMENTALLY CONFIRM THAT THE DISCUSSION REGARDING THE BASIS FOR
             THE BOARD OF TRUSTEES' APPROVAL OF THE INVESTMENT ADVISORY
             AGREEMENT APPEARS IN THE FUND'S ANNUAL REPORT TO SHAREHOLDERS.

                  RESPONSE 12. The noted discussion appears in the Fund's annual
                  report to shareholders.

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             COMMENTS TO THE SAI

COMMENT 13.  IN THE SECTION ENTITLED "FUND MANAGEMENT - PORTFOLIO MANAGER
             COMPENSATION STRUCTURE," (1) INCLUDE ONLY THE DISCRETIONARY
             COMPENSATION RECEIVED BY THE PORTFOLIO MANAGERS OF THE FUND DURING
             THE LAST YEAR AND (2) CONFIRM THAT YOU ARE PROVIDING THE REQUESTED
             INFORMATION.

                  RESPONSE 13. We believe the current disclosure is in
                  compliance with SEC Release 2004-89. This Release requires
                  that the SAI include disclosure regarding the structure of,
                  and the method used to determine, the compensation of its
                  portfolio managers. The Release notes that the purpose of this
                  disclosure is to help investors better understand a portfolio
                  manager's incentives in managing a fund and shed light on
                  possible conflicts of interest that could arise when a
                  portfolio manager manages other accounts. Therefore, in order
                  to achieve this purpose, the disclosure, in our view, should
                  include all possible forms of compensation that are available
                  to the portfolio manager in connection with managing the
                  portfolio and other accounts. Please note that we revised the
                  disclosure to clarify that investment performance, upon which
                  a portfolio manager's compensation is linked, is calculated
                  for one-, three-, and five-year periods measured against a
                  fund's/account's primary benchmark, indices and/or peer
                  groups, where applicable.

COMMENT 14.  PLEASE REVISE THE "DISCLOSURE OF PORTFOLIO HOLDINGS" SECTION TO
             CLARIFY WHAT TIME LAG THERE IS WITH RESPECT TO DISSEMINATION OF
             PUBLIC PORTFOLIO HOLDINGS INFORMATION. PLEASE SUPPLEMENTALLY
             DISCUSS WHY PERSONS WHO OWE A DUTY OF TRUST OR CONFIDENCE TO THE
             FUND MAY RECEIVE NON-PUBLIC PORTFOLIO HOLDINGS INFORMATION WITHOUT
             ENTERING INTO A NON-DISCLOSURE AGREEMENT. PLEASE PROVIDE A LIST OF
             ALL ONGOING ARRANGEMENTS.

                  RESPONSE 14. We respectfully acknowledge the comment, but
                  believe the current disclosure is sufficient. Persons who owe
                  a duty of trust or confidence to the Fund (such as lawyers and
                  accountants) have non-disclosure obligations with respect to
                  many kinds of information concerning the Fund, including
                  non-public portfolio holdings information. Requiring such
                  persons to enter into a non-disclosure agreement would be
                  redundant. A current list of all ongoing arrangements has
                  been added to the definitive SAI.

As you have requested and consistent with SEC Release 2004-89, the Fund hereby
acknowledges that:

     -    the Fund is responsible for the adequacy and accuracy of the
          disclosure in the filings;

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     -    the Staff's comments or changes to disclosure in response to Staff
          comments in the filings reviewed by the Staff do not foreclose the
          Commission from taking any action with respect to the filings; and

     -    the Fund may not assert Staff comments as a defense in any proceeding
          initiated by the Commission or any person under the federal securities
          laws of the United States.

If you would like to discuss any of these responses in further detail or if you
have any questions, please feel free to contact me at (212) 762-6641. Thank you.

Sincerely,

/s/ Sheri L. Schreck

Sheri L. Schreck

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