Edgar Filing: MORGAN STANLEY MUNICIPAL INCOME OPPORTUNITIES TRUST

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-05597

Morgan Stanley Municipal Income Opportunities Trust
(Exact name of registrant as specified in charter)

1221 Avenue of the Americas, New York, New York 10020
(Address of principal executive offices) (Zip code)

Ronald E. Robison
1221 Avenue of the Americas, New York, New York 10020
(Name and address of agent for service)

Registrant's telephone number, including area code: 212-762-4000

Date of fiscal year end: May 31, 2004

Date of reporting period: May 31, 2004

Item 1 - Report to Shareholders

Welcome, Shareholder:

In this report, you'll learn about how your investment in Morgan Stanley
Municipal Income Opportunities Trust
performed during the annual period. We will provide an overview of the market
conditions, and discuss some of the factors that affected performance during the
reporting period. In addition, this report includes the Fund's financial
statements and a list of Fund investments.

Market forecasts provided in this report may not necessarily come to pass. There
is no assurance that the Fund will achieve its investment objective. The Fund is
subject to market risk, which is the possibility that market values of
securities owned by the Fund will decline and, therefore, the value of the Fund
shares may be less than what you paid for them. Accordingly, you can lose money
investing in this Fund.

FUND REPORT

For the year ended May 31, 2004

MARKET CONDITIONS

The U.S. economy continued to show improvement during the Fund's fiscal year
ended May 31, 2004. On the positive side, retail sales fueled year-over-year
gross domestic product growth of 5 percent through the March 2004 calendar
quarter. Historically, higher output has led to higher interest rates; however,
yields remained relatively low during the review period. A combination of low
inflation and weak employment growth caused the Federal Open Market Committee
(the "Fed") to maintain its accommodative monetary policy.

For most of the fiscal period, fears of a jobless recovery supported a positive
outlook for fixed-income investments. Then, surprising job growth in March and
escalating oil prices led investors to anticipate that interest rates would rise
sooner rather than later. While the Fed did not change its short-term lending
rate at its April meeting, it did signal a prospective shift in policy. As a
result, bond yields spiked in April and May.

The supply of new municipal bonds in calendar 2003 reached record levels as many
municipalities took advantage of historically low interest rates to reduce
expenditures by refinancing existing debt at lower yields. Some municipalities
attempted to meet budget needs by issuing additional debt. Issuance slowed from
this record pace in the first months of 2004.

Low interest rates in 2003 and early 2004 slowed demand for municipal bonds.
Retail investors and mutual funds saw little advantage to selling bonds
purchased at higher yields, only to reinvest the proceeds at historically low
yields. However, insurance companies and hedge funds purchased municipal bonds
based on their attractiveness relative to taxable securities. Additionally,
investors stretched for yield by buying lower-rated bonds, and credit spreads
tightened.

PERFORMANCE ANALYSIS

For the 12-month period ended May 31, 2004, Morgan Stanley Municipal Income
Opportunities Trust's (OIA) total NAV return was 3.51 percent. The Fund's total
market return was -2.34 percent. On May 31, 2004, OIA's NYSE market price was at
a 7.56 percent discount to its NAV. Past performance is no guarantee of future
results.

Monthly dividends for the second quarter of 2004, declared in March, were
unchanged at $0.04 per share. The dividend reflects the level of the Fund's

undistributed net investment income and projected earnings power. The Fund's
level of undistributed net investment income was $0.092 per share on May 31,
2004, versus $0.074 per share six months earlier.

The Fund's duration* has been targeted to be shorter than its benchmark index,
thus helping to reduce interest-rate volatility. This positioning reduced upside
performance as rates declined but aided performance when interest rates jumped
in April and May. The portfolio's duration was 7.3 years. OIA's performance
relative to its peer group, the Lipper Closed-End High Yield Municipal Debt
Funds Index, was also hampered by its better quality portfolio at a time when
lower quality issues were outperforming. The Fund's net assets of $156 million
were diversified across 78 credits in 12 long-term sectors.

The Fund's procedure for reinvesting all dividends and distributions in common
shares is through purchases in the open market. This method helps support the
market value of the Fund's shares. In addition, we would like to remind you that
the Trustees have approved a procedure whereby the Fund may, when appropriate,
repurchase its shares in the open market or in privately negotiated transactions
at a price not above market value or net asset value, whichever is lower at the
time of purchase.
----------------------------------------------------
* A measure of the sensitivity of a bond's price to changes in interest rates,
expressed in years. Each year of duration represents an expected 1 percent
change in the price of a bond for every 1 percent change in interest rates.
The longer a bond's duration, the greater the effect of interest-rate
movements on its price. Typically, funds with shorter durations perform better
in rising-interest-rate environments, while funds with longer durations
perform better when rates decline.

TOP FIVE SECTORS

IDR/PCR* 15.5%
Mortgage 14.5%
Hospital 14.0%
Retirement & Life Care Facilities 13.5%
Nursing & Health Related Facilities 11.4%

LONG-TERM CREDIT ANALYSIS

Aaa/AAA 5.4%
Aa/AA 7.6%
A/A 8.1%
Baa/BBB 19.5%
Ba/BB or less 9.6%
NR 49.8%

* Industrial Development/Pollution Control Revenue
Data as of May 31, 2004. Subject to change daily. All percentages for Top Five
Sectors are as a percentage of net assets and all percentages of Long-Term
Credit Analysis are as a percentage of long-term investments. Provided for
informational purposes only and should not be deemed a recommendation to buy or
sell the securities mentioned. Morgan Stanley is a full-service securities firm
engaged in securities trading and brokerage activities, investment banking,
research and analysis, financing and financial advisory services.

RESULTS OF ANNUAL MEETING

ON DECEMBER 16, 2003, AN ANNUAL MEETING OF THE FUND'S SHAREHOLDERS WAS HELD FOR
THE PURPOSE OF VOTING ON ONE MATTER WITH THE FOLLOWING RESULTS:

(1) ELECTION OF TRUSTEES

-------------------------------------------------
WAYNE E. HEDIEN
FOR 15,648,973
WITHHELD 249,481
-------------------------------------------------
MANUEL H. JOHNSON
FOR 15,641,722
WITHHELD 256,732
-------------------------------------------------
JOSEPH J. KEARNS
FOR 15,658,569
WITHHELD 239,885
-------------------------------------------------
FERGUS REID
FOR 15,646,300
WITHHELD 252,154

THE FOLLOWING TRUSTEES WERE NOT STANDING FOR REELECTION AT THIS MEETING: MICHAEL
BOZIC, CHARLES A. FIUMEFREDDO, EDWIN J. GARN, JAMES F. HIGGINS AND MICHAEL E.
NUGENT.

DISTRIBUTION BY MATURITY
(% of Long-Term Portfolio) As of May 31, 2004

WEIGHTED AVERAGE MATURITY: 19 YEARS

1-5 6
5-10 16
10-20 31
20-30 41
30+ 6

Portfolio structure is subject to change.

Geographic Summary of Investments
Based on Market Value as a Percent of Net Assets

Alabama................. 0.6%
Arkansas................ 1.2
California.............. 4.7
Colorado................ 4.5
Connecticut............. 2.5
District of Columbia.... 0.2
Florida................. 8.7
Hawaii.................. 1.9
Illinois................ 2.3
Indiana................. 0.6
Iowa.................... 2.4
Kansas.................. 1.0
Kentucky................ 0.7%
Louisiana............... 0.8
Maryland................ 4.0
Massachusetts........... 6.1
Michigan................ 0.0
Minnesota............... 2.3
Missouri................ 5.8
Nevada.................. 3.7
New Hampshire........... 7.5
New Jersey.............. 4.3
New York................ 6.0
North Carolina.......... 0.7
Ohio.................... 1.2%
Pennsylvania............ 5.0
South Carolina.......... 3.2
Tennessee............... 1.1
Texas................... 3.3
Vermont................. 1.3
Virginia................ 4.8
Washington.............. 3.7
West Virginia........... 1.4
Joint exemption*........ 0.0
----
Total................... 97.5%
====

---------------------
* Joint exemptions have been included in each geographic location.

CALL AND COST (BOOK) YIELD STRUCTURE
(Based on Long-Term Portfolio) As of May 31, 2004

YEARS BONDS CALLABLE -- WEIGHTED AVERAGE CALL PROTECTION: 6 YEARS

2004(a) 12
2005 10
2006 2
2007 3
2008 11
2009 10
2010 9
2011 9
2012 10
2013 10
2014+ 14

COST (BOOK) YIELD(B) -- WEIGHTED AVERAGE BOOK YIELD: 7.3%

2004(a) 9.80
2005 6.70
2006 6.60
2007 5.90
2008 6.50
2009 6.40
2010 7.10
2011 7.00
2012 6.90
2013 6.80
2014+ 8.30

(a) May include issues callable in previous years.

(b) Cost or "book" yield is the annual income earned on a portfolio investment
based on its original purchase price before the Fund's operating expenses.
For example, the Fund is earning a book yield of 9.8% on 12% of the
long-term portfolio that is callable in 2004.

Portfolio structure is subject to change.

Morgan Stanley Municipal Income Opportunities Trust
PORTFOLIO OF INVESTMENTS - MAY 31, 2004

PRINCIPAL
AMOUNT IN COUPON MATURITY
THOUSANDS RATE DATE VALUE
---------------------------------------------------------------------------------------------------------

Tax Exempt Municipal Bonds (96.0%)
General Obligation (0.6%)
$ 1,000 California, Various Purposes Dtd 03/01/04................. 5.00% 02/01/33 $ 952,420
------------
--------
Educational Facilities Revenue (1.1%)
1,200 ABAG Finance Authority for Nonprofit Corporations,
California, National Center for International Schools
COPs.................................................... 7.50 05/01/11 1,274,004
500 San Diego County, California, The Burnham Institute
COPs.................................................... 6.25 09/01/29 507,650
------------
--------
1,781,654
1,700
------------
--------
Hospital Revenue (14.0%)
1,000 Colbert County - Northwest Health Care Authority, Alabama,
Helen Keller Hospital Ser 2003.......................... 5.75 06/01/27 928,500
2,000 Baxter County, Arkansas, Baxter County Regional Hospital
Impr & Refg Ser 1999 B.................................. 5.625 09/01/28 1,940,600
2,000 Hawaii Department of Budget & Finance, Kuakini Health 2002
Ser A................................................... 6.375 07/01/32 2,023,760
1,000 Illinois Health Facilities Authority, Riverside Health Ser
2000.................................................... 6.85 11/15/29 1,071,120
1,000 Indiana Health Facility Financing Authority, Riverview
Hospital Ser 2002....................................... 6.125 08/01/31 1,015,310
2,000 Maryland Health & Higher Educational Facilities Authority,
University of Maryland Medical Center Ser 2000.......... 6.75 07/01/30 2,251,460
1,000 St Louis County Industrial Development Authority,
Missouri, Pediatric Rehabilitation Center Ser 2003 A.... 6.625 11/15/35 1,003,170
3,000 Henderson, Nevada, Catholic Health West 1998 Ser A........ 5.375 07/01/26 2,777,160
1,500 New Hampshire Higher Educational & Health Facilities
Authority, Littleton Hospital Assn Ser 1998 A........... 6.00 05/01/28 1,299,435
2,000 New Jersey Health Care Facilities Financing Authority,
Raritan Bay Medical Center Ser 1994..................... 7.25 07/01/27 2,060,000
1,230 Nassau County Industrial Development Agency, New York,
North Shore Health Ser B................................ 5.875 11/01/11 1,335,300
1,000 Monroe County Hospital Authority, Pennsylvania, Pocono
Medical Center Ser 2003................................. 6.00 01/01/43 989,250
2,000 South Carolina Jobs - Economic Development Authority,
Palmetto Health Alliance, Refg Ser 2003 C............... 6.875 08/01/27 2,136,420
1,000 Knox County Health, Educational & Housing Facility Board,
Tennessee, Baptist Health of East Tennessee Ser 2002.... 6.50 04/15/31 1,012,340
------------
--------
21,843,825
21,730
------------
--------
Industrial Development/Pollution Control Revenue (15.5%)
2,000 Los Angeles, California, American Airlines Inc Terminal 4
Ser 2002 C (AMT)........................................ 7.50 12/01/24 1,659,500
360 Metropolitan Washington Airports Authority, District of
Columbia & Virginia, CaterAir International Corp Ser
1991 (AMT)+............................................. 10.125 09/01/11 360,400

7
See Notes to Financial Statements

Morgan Stanley Municipal Income Opportunities Trust
PORTFOLIO OF INVESTMENTS - MAY 31, 2004 continued

PRINCIPAL
AMOUNT IN COUPON MATURITY
THOUSANDS RATE DATE VALUE
---------------------------------------------------------------------------------------------------------

$ 2,000 Chicago, Illinois, Chicago O'Hare Int'l Airport/United
Airlines Inc Refg Ser 2001 C (a)........................ 6.30% 05/01/16 $ 440,000
1,500 Iowa Finance Authority, IPSCO Inc Ser 1997 (AMT).......... 6.00 06/01/27 1,471,800
1,500 Dayton, Ohio, Emery Air Freight Corp Refg Ser 1998 A...... 5.625 02/01/18 1,354,035
505 Zanesville-Muskingum County Port Authority, Ohio, Anchor
Glass Container Corp Ser 1989 B (AMT)................... 10.25 12/01/08 504,869
2,000 Beaver County Industrial Development Authority,
Pennsylvania, Toledo Edison Co Collateralized Ser 1995
B....................................................... 7.75 05/01/20 2,168,940
3,330 Carbon County Industrial Development Authority,
Pennsylvania, Panther Creek Partners Refg 2000 Ser
(AMT)................................................... 6.65 05/01/10 3,569,494
2,995 Lexington County, South Carolina, Ellett Brothers Inc Refg
Ser 1988................................................ 7.50 09/01/08 2,903,802
1,000 Brazos River Authority, Texas, TXU Electric Refg Ser 1999
A....................................................... 7.70 04/01/33 1,135,160
1,000 Chesterfield County Industrial Development Authority,
Virginia, Virginia Electric & Power Company Ser 1985.... 5.50 10/01/09 1,054,060
Pittsylvania County Industrial Development Authority,
Virginia,
4,500 Multi-Trade Pittsylvania County Ser 1994 A (AMT)........ 7.45 01/01/09 4,098,959
1,500 Multi-Trade Pittsylvania County Ser 1994 A (AMT)........ 7.50 01/01/14 1,311,285
2,000 Upshur County, West Virginia, TJ International Inc Ser
1995 (AMT).............................................. 7.00 07/15/25 2,115,280
------------
--------
24,147,584
26,190
------------
--------
Mortgage Revenue - Multi-Family (7.0%)
Washington County Housing & Redevelopment Authority,
3,885 Courtly Park Ser 1989 A................................. 9.75 06/15/19 3,040,284
1,165 Courtly Park Ser 1989 A (AMT)........................... 10.25 06/15/19 912,009
24,080 Courtly Park Ser 1989 B................................. 0.00 06/15/19 373,240
8,678 Courtly Park Ser 1989 B (AMT)........................... 0.00 06/15/19 134,507
White Bear Lake, Minnesota,
3,715 White Bear Woods Apts Phase II Refg 1989 Ser A.......... 9.75 06/15/19 3,233,015
19,771 White Bear Woods Apts Phase II Refg 1989 Ser B.......... 0.00 06/15/19 306,457
3,000 Brookhaven Industrial Development Agency, New York,
Woodcrest Estates Ser 1998 A (AMT)...................... 6.375 12/01/37 2,897,550
------------
--------
10,897,062
64,294
------------
--------
Mortgage Revenue - Single Family (7.5%)
Colorado Housing & Finance Authority,
215 1996 Ser B (AMT)........................................ 7.65 11/01/26 219,494
1,015 Ser 1998 D-2 (AMT)...................................... 6.35 11/01/29 1,032,783
31,555 New Hampshire Housing Finance Authority, Residential 1983
Ser B................................................... 0.00 01/01/15 10,398,634
------------
--------
11,650,911
32,785
------------
--------

8
See Notes to Financial Statements

Morgan Stanley Municipal Income Opportunities Trust
PORTFOLIO OF INVESTMENTS - MAY 31, 2004 continued

PRINCIPAL
AMOUNT IN COUPON MATURITY
THOUSANDS RATE DATE VALUE
---------------------------------------------------------------------------------------------------------

Nursing & Health Related Facilities Revenue (11.4%)
Escambia County, Florida,
$ 5,470 Pensacola Care Development Centers Ser 1989............. 10.25% 07/01/11 $ 5,478,041
1,255 Pensacola Care Development Centers Ser 1989 A........... 10.25 07/01/11 1,256,845
1,000 Orange County Health Facilities Authority, Florida,
Westminister Community Care Services Inc Ser 1999....... 6.75 04/01/34 848,780
1,000 Pinellas County Health Facilities Authority, Florida, Oaks
of Clearwater Ser 2004.................................. 6.25 06/01/34 981,400
1,965 Iowa Health Facilities Development Financing Authority,
Care Initiatives Ser 1996............................... 9.25 07/01/25 2,309,111
1,205 Kentucky Economic Development Financing Authority, AHF/
Kentucky-Iowa Inc. Ser 2003............................. 6.50# 01/01/29 1,157,848
1,200 Westside Habilitation Center, Louisiana, Intermediate Care
Facility for the Mentally Retarded Refg Ser 1993........ 8.375 10/01/13 1,222,488
1,850 Massachusetts Development Finance Agency, New England
Center for Children Ser 1998............................ 5.875 11/01/18 1,811,557
1,000 Massachusetts Health & Educational Facilities Authority,
The Learning Center for Deaf Children Ser C............. 6.125 07/01/29 955,010
870 Mount Vernon Industrial Development Agency, New York,
Meadowview at the Wartburg Ser 1999..................... 6.00 06/01/09 867,025
3,661 Kirbyville Health Facilities Development Authority, Texas,
Heartway III Corp Ser 1998 A (b)........................ 10.00 03/20/18 917,593
------------
--------
17,805,698
20,476
------------
--------
Recreational Facilities Revenue (6.8%)
2,000 Sacramento Financing Authority, California, Convention
Center Hotel 1999 Ser A................................. 6.25 01/01/30 1,924,420
1,000 San Diego County, San Diego Natural History Museum COPs... 5.70 02/01/28 816,040
2,000 Mohegan Tribe of Indians, Connecticut, Gaming Authority
Ser 2003................................................ 5.25 01/01/33 1,889,780
Mashantucket (Western) Pequot Tribe, Connecticut,
1,010 1996 Ser A (c).......................................... 6.40 09/01/11 1,079,741
1,000 1997 Ser B (c).......................................... 5.75 09/01/27 1,012,320
2,000 St Louis Industrial Development Authority, Missouri, St
Louis Convention Center Headquarters Hotel Ser 2000
(AMT)................................................... 6.875 12/15/20 1,834,420
2,000 Austin Convention Enterprises, Texas, Convention Center
Hotel Ser 2000 A........................................ 6.70 01/01/32 2,067,460
------------
--------
10,624,181
11,010
------------
--------
Retirement & Life Care Facilities Revenue (13.5%)
1,000 St Johns County Industrial Development Authority, Florida,
Glenmoor Ser 1999 A..................................... 8.00 01/01/30 941,130
1,000 Hawaii Department of Budget & Finance, Kahala Nui, 2003
Ser A................................................... 8.00 11/15/33 999,950
1,500 Lenexa, Kansas, Lakeview Village - Southridge Ser 2002
C....................................................... 6.875 05/15/32 1,567,320

9
See Notes to Financial Statements

Morgan Stanley Municipal Income Opportunities Trust
PORTFOLIO OF INVESTMENTS - MAY 31, 2004 continued

PRINCIPAL
AMOUNT IN COUPON MATURITY
THOUSANDS RATE DATE VALUE
---------------------------------------------------------------------------------------------------------

$ 1,500 Maryland Health & Higher Educational Facilities Authority,
Mercy Ridge 2003 Ser A.................................. 6.00% 04/01/35 $ 1,473,390
1,500 Massachusetts Development Finance Agency, Loomis
Communities Ser 1999 A.................................. 5.75 07/01/23 1,357,215
New Jersey Economic Development Authority,
1,000 Cedar Crest Village Inc Ser 2001 A...................... 7.25 11/15/31 1,013,810
1,000 Franciscan Oaks Ser 1997................................ 5.70 10/01/17 943,110
1,000 The Presbyterian Home at Montgomery Ser 2001 A.......... 6.375 11/01/31 1,006,920
2,000 United Methodist Homes of New Jersey Ser 1998........... 5.125 07/01/25 1,712,100
3,250 Suffolk County Industrial Development Agency, New York,
Jefferson's Ferry Ser 1999.............................. 7.25 11/01/28 3,368,332
1,000 North Carolina Medical Care Commission, The Given Estate,
Ser 2003 A.............................................. 6.50 07/01/32 1,008,680
1,000 Chester County Health & Education Facilities Authority,
Pennsylvania, Jenner's Pond Inc Ser 2002................ 7.625 07/01/34 1,002,400
750 Shelby County Health, Educational & Housing Facilities
Board, Tennessee, Village at Germantown Ser 2003 A...... 7.25 12/01/34 752,393
1,000 Houston, Health Facilities Authority, Texas, Buckingham
Senior Living Community Ser 2003 A...................... 7.125 02/15/34 993,740
2,100 Vermont Economic Development Authority, Wake Robin Corp
Ser 1999 A.............................................. 6.75 03/01/29 2,014,572
1,000 Peninsula Ports Authority of Virginia, Virginia Baptist
Homes Ser 2003 A........................................ 7.375 12/01/32 1,039,070
------------
--------
21,194,132
21,600
------------
--------
Tax Allocation Revenue (9.2%)
2,000 Elk Valley Public Improvement Corporation, Colorado Ser
2001 A.................................................. 7.35 09/01/31 2,057,080
2,000 Beacon Lakes, Community Development District, Florida, Ser
2003 A.................................................. 6.90 05/01/35 2,024,900
2,000 Chicago, Illinois, Lake Shore East, Ser 2002.............. 6.75 12/01/32 2,040,680
2,000 Des Peres, Missouri, West County Center Ser 2002.......... 5.75 04/15/20 1,992,640
4,000 Fenton, Missouri, Gravois Bluffs Redevelopment Ser 2001 A
Refg.................................................... 7.00 10/01/21 4,281,080
1,995 Las Vegas District No 808, Nevada, Summerlin Area Ser
2001.................................................... 6.75 06/01/21 2,065,803
------------
--------
14,462,183
13,995
------------
--------
Transportation Facilities Revenue (4.3%)
6,500 E-470 Public Highway Authority, Colorado, Ser 1997 B
(MBIA).................................................. 0.00 09/01/15 3,777,215
1,865 Mid-Bay Bridge Authority, Florida, Sr Lien Crossover Refg
Ser 1993 A (Ambac)...................................... 5.85 10/01/13 2,034,137
1,000 Nevada Department of Business & Industry, Las Vegas
Monorail 2nd Tier Ser 2000.............................. 7.375 01/01/40 971,180
------------
--------
6,782,532
9,365
------------
--------

10
See Notes to Financial Statements

Morgan Stanley Municipal Income Opportunities Trust
PORTFOLIO OF INVESTMENTS - MAY 31, 2004 continued

PRINCIPAL
AMOUNT IN COUPON MATURITY
THOUSANDS RATE DATE VALUE
---------------------------------------------------------------------------------------------------------

Refunded (5.1%)
Massachusetts Health & Educational Facilities Authority,
$ 2,000 Dana Farber Cancer Institute Ser G-1.................... 6.25% 12/01/05++ $ 2,172,800
3,000 Dana Farber Cancer Institute Ser G-1.................... 6.25 12/01/05++ 3,259,200
2,000 Anne Arundel County, Maryland, National Business Park Ser
2000 7.375 07/01/10++ 2,463,480
------------
--------
7,895,480
7,000
------------
--------
231,145 Total Tax-Exempt Municipal Bonds (Cost $165,071,548)......................... 150,037,662
------------
--------
Short-Term Tax Exempt Municipal Obligations (1.5%)
900 Nassau County Industrial Development Agency, New York,
Cold Spring Harbor Laboratory Ser 1999 (Demand
06/01/04)............................................... 1.09* 01/01/34 900,000
1,370 Washington Health Care Facilities Authority, Virginia
Mason Medical Center Ser 1997 B (MBIA) (Demand
06/01/04)............................................... 1.02* 02/15/27 1,370,000
------------
--------
2,270 Total Short-Term Tax Exempt Municipal Obligations (Cost $2,270,000).......... 2,270,000
------------
--------

$233,415 Total Investments (Cost $167,341,548) (d)............................ 97.5% 152,307,662
========
Other Assets in Excess of Liabilities................................ 2.5 3,957,643
----- ------------
Net Assets........................................................... 100.0% $156,265,305
===== ============

---------------------

AMT Alternative Minimum Tax.
COPs Certificates of Participation.
* Current coupon of variable rate demand obligation.
+ Joint exemption in locations shown.
++ Prerefunded to call date shown.
# Currently a 6.50% coupon; increases to 8.00% on January 1,
2009.
(a) Issuer in bankruptcy; non-income producing security.
(b) Bond in default; non-income producing security.
(c) Resale is restricted to qualified institutional investors.
(d) The aggregate cost for federal income tax purposes is
$167,269,034. The aggregate gross unrealized appreciation is
$4,747,894 and the aggregate gross unrealized depreciation
is $19,709,266, resulting in net unrealized depreciation of
$14,961,372.
Bond Insurance:
---------------
Ambac Ambac Assurance Corporation.
MBIA Municipal Bond Investors Assurance Corporation.

11
See Notes to Financial Statements

Morgan Stanley Municipal Income Opportunities Trust
FINANCIAL STATEMENTS

Statement of Assets and Liabilities
May 31, 2004

Assets:
Investments in securities, at value
(cost $167,341,548)....................................... $152,307,662
Cash........................................................ 68,960
Receivable for:
Interest................................................ 3,217,657
Investments sold........................................ 1,006,028
Prepaid expenses and other assets........................... 11,955
------------
Total Assets............................................ 156,612,262
------------
Liabilities:
Payable for:
Shares of beneficial interest repurchased............... 117,836
Investment advisory fee................................. 66,671
Administration fee...................................... 40,003
Accrued expenses and other payables......................... 122,447
------------
Total Liabilities....................................... 346,957
------------
Net Assets.............................................. $156,265,305
============
Composition of Net Assets:
Paid-in-capital............................................. $179,580,659
Net unrealized depreciation................................. (15,033,886)
Accumulated undistributed net investment income............. 1,895,566
Accumulated net realized loss............................... (10,177,034)
------------
Net Assets.............................................. $156,265,305
============
Net Asset Value Per Share,
20,379,272 shares outstanding
(unlimited shares authorized of $.01 par value)............. $7.67
============

12
See Notes to Financial Statements

Morgan Stanley Municipal Income Opportunities Trust
FINANCIAL STATEMENTS continued

Statement of Operations
For the year ended May 31, 2004

Net Investment Income:
Interest Income............................................. $12,139,391
-----------
Expenses
Investment advisory fee..................................... 803,239
Administration fee.......................................... 481,943
Transfer agent fees and expenses............................ 86,674
Shareholder reports and notices............................. 42,210
Professional fees........................................... 33,307
Registration fees........................................... 18,669
Trustees' fees and expenses................................. 11,441
Custodian fees.............................................. 8,984
Other....................................................... 18,731
-----------
Total Expenses.......................................... 1,505,198

Less: expense offset........................................ (8,803)
-----------
Net Expenses............................................ 1,496,395
-----------
Net Investment Income................................... 10,642,996
-----------
Net Realized and Unrealized (Loss):
Net Realized (Loss) on:
Investments................................................. (2,444,756)
Futures contracts........................................... (33,407)
-----------
Net Realized Loss....................................... (2,478,163)
-----------

Net change in unrealized depreciation on investments........ (3,072,450)
-----------
Net Loss................................................ (5,550,613)
-----------
Net Increase................................................ $ 5,092,383
===========

13
See Notes to Financial Statements

Morgan Stanley Municipal Income Opportunities Trust
FINANCIAL STATEMENTS continued

Statement of Changes in Net Assets

FOR THE YEAR FOR THE YEAR
ENDED ENDED
MAY 31, 2004 MAY 31, 2003
------------ ------------

Increase (Decrease) in Net Assets:
Operations:
Net investment income....................................... $ 10,642,996 $ 11,261,555
Net realized loss........................................... (2,478,163) (746,486)
Net change in unrealized depreciation....................... (3,072,450) 1,447,725
------------ ------------
Net Increase............................................ 5,092,383 11,962,794
Dividends to shareholders from net investment income........ (10,327,443) (11,477,477)

Decrease from transactions in shares of beneficial
interest.................................................. (2,707,158) (1,296,401)
------------ ------------
Net Decrease............................................ (7,942,218) (811,084)
Net Assets:
Beginning of period......................................... 164,207,523 165,018,607
------------ ------------
End of Period
(Including accumulated undistributed net investment income
of $1,895,566 and $1,555,984, respectively)................. $156,265,305 $164,207,523
============ ============

14
See Notes to Financial Statements

Morgan Stanley Municipal Income Opportunities Trust
NOTES TO FINANCIAL STATEMENTS - MAY 31, 2004

1. Organization and Accounting Policies

Morgan Stanley Municipal Income Opportunities Trust (the "Fund") is registered
under the Investment Company Act of 1940, as amended, as a diversified,
closed-end management investment company. The Fund's investment objective is to
provide a high level of current income which is exempt from federal income tax.
The Fund was organized as a Massachusetts business trust on June 22, 1988 and
commenced operations on September 19, 1988.

The following is a summary of significant accounting policies:

A. Valuation of Investments -- (1) portfolio securities are valued by an outside
independent pricing service approved by the Trustees. The pricing service uses
both a computerized grid matrix of tax-exempt securities and evaluations by its
staff, in each case based on information concerning market transactions and
quotations from dealers which reflect the mean between the last reported bid and
asked price. The portfolio securities are thus valued by reference to a
combination of transactions and quotations for the same or other securities
believed to be comparable in quality, coupon, maturity, type of issue, call
provisions, trading characteristics and other features deemed to be relevant.
The Trustees believe that timely and reliable market quotations are generally
not readily available for purposes of valuing tax-exempt securities and that the
valuations supplied by the pricing service are more likely to approximate the
fair value of such securities; (2) futures are valued at the latest sale price
on the commodities exchange on which they trade unless it is determined that
such price does not reflect their market value, in which case they will be
valued at their fair value as determined in good faith under procedures
established by and under the supervision of the Trustees; and (3) short-term
debt securities having a maturity date of more than sixty days at time of
purchase are valued on a mark-to-market basis until sixty days prior to maturity
and thereafter at amortized cost based on their value on the 61st day.
Short-term debt securities having a maturity date of sixty days or less at the
time of purchase are valued at amortized cost.

B. Accounting for Investments -- Security transactions are accounted for on the
trade date (date the order to buy or sell is executed). Realized gains and
losses on security transactions are determined by the identified cost method.
Discounts are accreted and premiums are amortized over the life of the
respective securities. Interest income is accrued daily except where collection
is not expected.

C. Federal Income Tax Policy -- It is the Fund's policy to comply with the
requirements of the Internal Revenue Code applicable to regulated investment
companies and to distribute substantially all of its taxable and nontaxable
income to its shareholders. Accordingly, no federal income tax provision is
required.

Morgan Stanley Municipal Income Opportunities Trust
NOTES TO FINANCIAL STATEMENTS - MAY 31, 2004 continued

D. Dividends and Distributions to Shareholders -- Dividends and distributions to
shareholders are recorded on the ex-dividend date.

E. Futures Contracts -- A futures contract is an agreement between two parties
to buy and sell financial instruments or contracts based on financial indices at
a set price on a future date. Upon entering into such a contract, the Fund is
required to pledge to the broker cash, U.S. Government securities or other
liquid portfolio securities equal to the minimum initial margin requirements of
the applicable futures exchange. Pursuant to the contract, the Fund agrees to
receive from or pay to the broker an amount of cash equal to the daily
fluctuation in the value of the contract. Such receipts or payments known as
variation margin are recorded by the Fund as unrealized gains and losses. Upon
closing of the contract, the Fund realizes a gain or loss equal to the
difference between the value of the contract at the time it was opened and the
value at the time it was closed.

F. Use of Estimates -- The preparation of financial statements in accordance
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts and disclosures.
Actual results could differ from those estimates.

2. Investment Advisory/Administration Agreements

Pursuant to an Investment Advisory Agreement with Morgan Stanley Investment
Advisors Inc. (the "Investment Advisor"), the Fund pays an advisory fee,
calculated weekly and payable monthly, by applying the annual rate of 0.50% to
the Fund's weekly net assets.

Pursuant to an Administration Agreement with Morgan Stanley Services Company
Inc. (the "Administrator"), an affiliate of the Investment Advisor, the Fund
pays an administration fee, calculated weekly and payable monthly, by applying
the annual rate of 0.30% to the Fund's weekly net assets.

3. Security Transactions and Transactions with Affiliates

The cost of purchases and proceeds from sales of portfolio securities, excluding
short-term investments, for the year ended May 31, 2004 aggregated $15,096,103
and $19,689,278, respectively.

Morgan Stanley Trust, an affiliate of the Investment Advisor and Administrator,
is the Fund's transfer agent. At May 31, 2004, the Fund had transfer agent fees
and expenses payable of approximately $13,000.

The Fund has an unfunded noncontributory defined benefit pension plan covering
certain independent Trustees of the Fund who will have served as independent
Trustees for at least five years at the time

Morgan Stanley Municipal Income Opportunities Trust
NOTES TO FINANCIAL STATEMENTS - MAY 31, 2004 continued

of retirement. Benefits under this plan are based on factors which include years
of service and compensation. Aggregate pension costs for the year ended May 31,
2004 included in Trustees' fees and expenses in the Statement of Operations
amounted to $7,475. At May 31, 2004, the Fund had an accrued pension liability
of $60,904 which is included in accrued expenses in the Statement of Assets and
Liabilities. On December 2, 2003, the Trustees voted to close the plan to new
participants and eliminate the future benefits growth due to increases to
compensation after July 31, 2003.

Effective April 1, 2004, the Fund began an unfunded Deferred Compensation Plan
(the "Compensation Plan") which allows each independent Trustee to defer payment
of all, or a portion, of the fees he receives for serving on the Board of
Trustees. Each eligible Trustee generally may elect to have the deferred amounts
credited with a return equal to the total return on one or more of the Morgan
Stanley funds that are offered as investment options under the Compensation
Plan. Appreciation/depreciation and distributions received from these
investments are recorded with an offsetting increase/decrease in the deferred
compensation obligation and do not affect the net asset value of the Fund.

4. Shares of Beneficial Interest

Transactions in shares of beneficial interest were as follows:

CAPITAL
PAID IN
PAR VALUE EXCESS OF
SHARES OF SHARES PAR VALUE
---------- --------- ------------

Balance, May 31, 2002....................................... 20,932,272 $209,322 $198,359,971
Treasury shares purchased and retired (weighted average
discount 5.83%*).......................................... (175,800) (1,758) (1,294,643)
Reclassification due to permanent book/tax differences...... -- -- (10,136,557)
---------- -------- ------------
Balance, May 31, 2003....................................... 20,756,472 207,564 186,928,771
Treasury shares purchased and retired (weighted average
discount 6.73%)*.......................................... (377,200) (3,772) (2,703,386)
Reclassification due to permanent book/tax differences...... -- -- (4,848,518)
---------- -------- ------------
Balance, May 31, 2004....................................... 20,379,272 $203,792 $179,376,867
========== ======== ============

---------------------
* The Trustees have voted to retire the shares purchased.

5. Federal Income Tax Status

The amount of dividends and distributions from net investment income and net
realized capital gains are determined in accordance with federal income tax
regulations which may differ from generally accepted accounting principles.
These "book/tax" differences are either considered temporary or permanent in
nature. To the extent these differences are permanent in nature, such amounts
are

Morgan Stanley Municipal Income Opportunities Trust
NOTES TO FINANCIAL STATEMENTS - MAY 31, 2004 continued

reclassified within the capital accounts based on their federal tax-basis
treatment; temporary differences do not require reclassification. Dividends and
distributions which exceed net investment income and net realized capital gains
for tax purposes are reported as distributions of paid-in-capital.

The tax character of distributions paid was as follows:

FOR THE YEAR FOR THE YEAR
ENDED ENDED
MAY 31, 2004 MAY 31, 2003
------------ ------------

Tax-exempt income........................................... $10,327,443 $11,477,477

As of May 31, 2004, the tax-basis components of accumulated losses were as
follows:

Undistributed tax-exempt income............................. $ 1,911,775
Undistributed ordinary income............................... 35,181
------------
Net accumulated earnings.................................... 1,946,956
Capital loss carryforward*.................................. (7,279,954)
Post-October losses......................................... (2,897,080)
Temporary differences....................................... (123,904)
Net unrealized depreciation................................. (14,961,372)
------------
Total accumulated losses.................................... $(23,315,354)
============

* During the year ended May 31, 2004 the Fund utilized $395,542 of its net
capital loss carryforward. As of May 31, 2004, the Fund had a net capital loss
carryforward of $7,279,954 of which $700,037 will expire on May 31, 2006,
$87,017 will expire on May 31, 2008, $4,628,820 will expire on May 31, 2009 and
$1,864,080 will expire on May 31, 2011 to offset future capital gains to the
extent provided by regulations.

As of May 31, 2004, the Fund had temporary book/tax differences primarily
attributable to post-October losses (capital losses incurred after October 31
within the taxable year which are deemed to arise on the first business day of
the Fund's next taxable year) and book amortization of discount on debt
securities and permanent book/tax differences primarily attributable to an
expired capital loss carryforward. To reflect reclassifications arising from the
permanent differences, paid-in-capital was charged $4,848,518, accumulated
undistributed net investment income was credited $24,029 and accumulated net
realized loss was credited $4,824,489.

Morgan Stanley Municipal Income Opportunities Trust
NOTES TO FINANCIAL STATEMENTS - MAY 31, 2004 continued

6. Dividends

The Fund declared the following dividends from net investment income:

DECLARATION AMOUNT RECORD PAYABLE
DATE PER SHARE DATE DATE
-------------- --------- ----------------- ------------------

March 30, 2004 $0.04 June 4, 2004 June 18, 2004
June 29, 2004 $0.04 July 9, 2004 July 23, 2004
June 29, 2004 $0.04 August 6, 2004 August 20, 2004
June 29, 2004 $0.04 September 3, 2004 September 17, 2004

7. Expense Offset

The expense offset represents a reduction of the custodian fees for earnings on
cash balances maintained by the Fund.

8. Risks Relating to Certain Financial Instruments

The Fund may invest a portion of its assets in residual interest bonds, which
are inverse floating rate municipal obligations. The prices of these securities
are subject to greater market fluctuations during periods of changing prevailing
interest rates than are comparable fixed rate obligations.

To hedge against adverse interest rate changes, the Fund may invest in financial
futures contracts or municipal bond index futures contracts ("futures
contracts").

These futures contracts involve elements of market risk in excess of the amount
reflected in the Statement of Assets and Liabilities. The Fund bears the risk of
an unfavorable change in the value of the underlying securities. Risks may also
arise upon entering into these contracts from the potential inability of the
counterparties to meet the terms of their contracts.

Morgan Stanley Municipal Income Opportunities Trust
FINANCIAL HIGHLIGHTS

Selected ratios and per share data for a share of beneficial interest
outstanding throughout each period:

FOR THE YEAR ENDED MAY 31
---------------------------------------------------------
2004 2003 2002 2001 2000
--------- --------- --------- --------- ---------

Selected Per Share Data:

Net asset value, beginning of the period................... $7.91 $7.88 $8.03 $7.79 $8.69
----- ----- ----- ----- -----

Income (loss) from investment operations:
Net investment income*................................. 0.52 0.54 0.55 0.55 0.57
Net realized and unrealized gain (loss)................ (0.26) 0.04 (0.13) 0.28 (0.85)
----- ----- ----- ----- -----

Total income (loss) from investment operations............. 0.26 0.58 0.42 0.83 (0.28)
----- ----- ----- ----- -----

Less dividends from net investment income.................. (0.50) (0.55) (0.57) (0.59) (0.62)
----- ----- ----- ----- -----

Net asset value, end of period............................. $7.67 $7.91 $7.88 $8.03 $7.79
===== ===== ===== ===== =====

Market value, end of period................................ $7.09 $7.76 $8.08 $8.53 $8.25
===== ===== ===== ===== =====

Total Return+.............................................. (2.34)% 3.09% 1.42% 10.78% (5.94)%

Ratios to Average Net Assets:
Expenses................................................... 0.94% 0.93%(1) 0.92% 0.93% 0.93%

Net investment income...................................... 6.63% 6.85% 6.92% 6.95% 6.95%

Supplemental Data:
Net assets, end of period, in thousands.................... $156,265 $164,208 $165,019 $168,062 $163,910

Portfolio turnover rate.................................... 10% 8% 7% 16% 13%

---------------------

* The per share amounts were computed using an average number
of shares outstanding during the period.
+ Total return is based upon the current market value on the
last day of each period reported. Dividends are assumed to
be reinvested at the prices obtained under the Fund's
dividend reinvestment plan.
(1) Does not reflect the effect of expense offset of 0.01%.

20
See Notes to Financial Statements

Morgan Stanley Municipal Income Opportunities Trust
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Trustees of
Morgan Stanley Municipal Income Opportunities Trust:

We have audited the accompanying statement of assets and liabilities of Morgan
Stanley Municipal Income Opportunities Trust (the "Fund"), including the
portfolio of investments, as of May 31, 2004, and the related statements of
operations for the year then ended and changes in net assets for each of the two
years in the period then ended, and the financial highlights for each of the
five years in the period then ended. These financial statements and financial
highlights are the responsibility of the Fund's management. Our responsibility
is to express an opinion on these financial statements and financial highlights
based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our procedures included confirmation of
securities owned as of May 31, 2004, by correspondence with the custodian. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of Morgan
Stanley Municipal Income Opportunities Trust as of May 31, 2004, the results of
its operations for the year then ended, the changes in its net assets for each
of the two years in the period then ended, and the financial highlights for each
of the five years in the period then ended, in conformity with accounting
principles generally accepted in the United States of America.

Deloitte & Touche LLP
New York, New York
July 16, 2004

2004 FEDERAL TAX NOTICE (UNAUDITED)

For the year ended May 31, 2004, all of the Fund's dividends
from net investment income were exempt interest dividends,
excludable from gross income for Federal income tax purposes.

Morgan Stanley Municipal Income Opportunities Trust
TRUSTEE AND OFFICER INFORMATION

Independent Trustees:

Number of
Portfolios in
Position(s) Term of Office Fund Complex
Name, Age and Address of Held with and Length of Principal Occupation(s) During Overseen by
Independent Trustee Registrant Time Served* Past 5 Years** Trustee***
--------------------------------------- ----------- -------------- ------------------------------ -------------

Michael Bozic (63) Trustee Since April Private Investor; Director or 208
c/o Kramer Levin Naftalis & Frankel LLP 1994 Trustee of the Retail Funds
Counsel to the Independent Trustees (since April 1994) and the
919 Third Avenue Institutional Funds (since
New York, NY July 2003); formerly Vice
Chairman of Kmart Corporation
(December 1998-October 2000),
Chairman and Chief Executive
Officer of Levitz Furniture
Corporation (November
1995-November 1998) and
President and Chief Executive
Officer of Hills Department
Stores (May 1991-July 1995);
formerly variously Chairman,
Chief Executive Officer,
President and Chief Operating
Officer (1987-1991) of the
Sears Merchandise Group of
Sears, Roebuck & Co.

Edwin J. Garn (71) Trustee Since January Managing Director of Summit 208
c/o Summit Ventures LLC 1993 Ventures LLC; Director or
1 Utah Center Trustee of the Retail Funds
201 S. Main Street (since January 1993) and the
Salt Lake City, UT Institutional Funds (since
July 2003); member of the Utah
Regional Advisory Board of
Pacific Corp.; formerly United
States Senator (R-Utah) (1974-
1992) and Chairman, Senate
Banking Committee (1980-1986),
Mayor of Salt Lake City, Utah
(1971-1974), Astronaut, Space
Shuttle Discovery (April
12-19, 1985), and Vice
Chairman, Huntsman Corporation
(chemical company).

Wayne E. Hedien (70) Trustee Since Retired; Director or Trustee 208
c/o Kramer Levin Naftalis & Frankel LLP September 1997 of the Retail Funds (since
Counsel to the Independent Trustees September 1997) and the
919 Third Avenue Institutional Funds (since
New York, NY July 2003); formerly
associated with the Allstate
Companies (1966-1994), most
recently as Chairman of The
Allstate Corporation (March
1993-December 1994) and
Chairman and Chief Executive
Officer of its wholly-owned
subsidiary, Allstate Insurance
Company (July 1989-December
1994).

Name, Age and Address of
Independent Trustee Other Directorships Held by Trustee
--------------------------------------- -----------------------------------

Michael Bozic (63) Director of Weirton Steel
c/o Kramer Levin Naftalis & Frankel LLP Corporation.
Counsel to the Independent Trustees
919 Third Avenue
New York, NY

Edwin J. Garn (71) Director of Franklin Covey (time
c/o Summit Ventures LLC management systems), BMW Bank of
1 Utah Center North America, Inc. (industrial
201 S. Main Street loan corporation), United Space
Salt Lake City, UT Alliance (joint venture between
Lockheed Martin and the Boeing
Company) and Nuskin Asia Pacific
(multilevel marketing); member of
the board of various civic and
charitable organizations.

Wayne E. Hedien (70) Director of The PMI Group Inc.
c/o Kramer Levin Naftalis & Frankel LLP (private mortgage insurance);
Counsel to the Independent Trustees Trustee and Vice Chairman of The
919 Third Avenue Field Museum of Natural History;
New York, NY director of various other business
and charitable organizations.

Morgan Stanley Municipal Income Opportunities Trust
TRUSTEE AND OFFICER INFORMATION continued

Dr. Manuel H. Johnson (55) Trustee Since July Senior Partner, Johnson Smick 208
c/o Johnson Smick International, Inc. 1991 International, Inc., a
2099 Pennsylvania Avenue, N.W. consulting firm; Chairman of
Suite 950 the Audit Committee and
Washington, D.C. Director or Trustee of the
Retail Funds (since July 1991)
and the Institutional Funds
(since July 2003); Co-
Chairman and a founder of the
Group of Seven Council (G7C),
an international economic
commission; formerly Vice
Chairman of the Board of
Governors of the Federal
Reserve System and Assistant
Secretary of the U.S.
Treasury.

Joseph J. Kearns (61) Trustee Since July President, Kearns & Associates 209
PMB754 2003 LLC (investment consulting);
23852 Pacific Coast Highway Deputy Chairman of the Audit
Malibu, CA Committee and Director or
Trustee of the Retail Funds
(since July 2003) and the
Institutional Funds (since
August 1994); previously
Chairman of the Audit
Committee of the Institutional
Funds (October 2001-July
2003); formerly CFO of the J.
Paul Getty Trust.

Michael E. Nugent (68) Trustee Since July General Partner of Triumph 208
c/o Triumph Capital, L.P. 1991 Capital, L.P., a private
445 Park Avenue investment partnership;
New York, NY Chairman of the Insurance
Committee and Director or
Trustee of the Retail Funds
(since July 1991) and the
Institutional Funds (since
July 2001); formerly Vice
President, Bankers Trust
Company and BT Capital
Corporation (1984-1988).

Fergus Reid (71) Trustee Since July Chairman of Lumelite Plastics 209
c/o Lumelite Plastics Corporation 2003 Corporation; Chairman of the
85 Charles Colman Blvd. Governance Committee and
Pawling, NY Director or Trustee of the
Retail Funds (since July 2003)
and the Institutional Funds
(since June 1992).

Name, Age and Address of
Independent Trustee Other Directorships Held by Trustee
--------------------------------------- -----------------------------------

Dr. Manuel H. Johnson (55) Director of NVR, Inc. (home
c/o Johnson Smick International, Inc. construction); Chairman and Trustee
2099 Pennsylvania Avenue, N.W. of the Financial Accounting
Suite 950 Foundation (oversight organization
Washington, D.C. of the Financial Accounting
Standards Board); Director of RBS
Greenwich Capital Holdings
(financial holding company).

Joseph J. Kearns (61) Director of Electro Rent
PMB754 Corporation (equipment leasing),
23852 Pacific Coast Highway The Ford Family Foundation, and the
Malibu, CA UCLA Foundation.

Michael E. Nugent (68) Director of various business
c/o Triumph Capital, L.P. organizations.
445 Park Avenue
New York, NY

Fergus Reid (71) Trustee and Director of certain
c/o Lumelite Plastics Corporation investment companies in the
85 Charles Colman Blvd. JPMorgan Funds complex managed by
Pawling, NY J.P. Morgan Investment Management
Inc.

Morgan Stanley Municipal Income Opportunities Trust
TRUSTEE AND OFFICER INFORMATION continued

Interested Trustees:

Number of
Portfolios in
Position(s) Term of Office Fund Complex
Name, Age and Address of Held with and Length of Principal Occupation(s) During Overseen by
Interested Trustee Registrant Time Served* Past 5 Years** Trustee***
------------------------------------- ----------- -------------- ------------------------------ -------------

Charles A. Fiumefreddo (71) Chairman of Since July Chairman and Director or 208
c/o Morgan Stanley Trust the Board 1991 Trustee of the Retail Funds
Harborside Financial Center, and Trustee (since July 1991) and the
Plaza Two, Institutional Funds (since
Jersey City, NJ July 2003); formerly Chief
Executive Officer of the
Retail Funds (until September
2002).

James F. Higgins (56) Trustee Since June Director or Trustee of the 208
c/o Morgan Stanley Trust 2000 Retail Funds (since June 2000)
Harborside Financial Center, and the Institutional Funds
Plaza Two, (since July 2003); Senior
Jersey City, NJ Advisor of Morgan Stanley
(since August 2000); Director
of the Distributor and Dean
Witter Realty Inc.; previously
President and Chief Operating
Officer of the Private Client
Group of Morgan Stanley (May
1999-August 2000), and
President and Chief Operating
Officer of Individual
Securities of Morgan Stanley
(February 1997-May 1999).

Name, Age and Address of
Interested Trustee Other Directorships Held by Trustee
------------------------------------- -----------------------------------

Charles A. Fiumefreddo (71) None
c/o Morgan Stanley Trust
Harborside Financial Center,
Plaza Two,
Jersey City, NJ

James F. Higgins (56) Director of AXA Financial, Inc. and
c/o Morgan Stanley Trust The Equitable Life Assurance
Harborside Financial Center, Society of the United States
Plaza Two, (financial services).
Jersey City, NJ

---------------------

* This is the earliest date the Trustee began serving the funds advised by
Morgan Stanley Investment Advisors Inc. (the "Investment Manager") (the
"Retail Funds").
** The dates referenced below indicating commencement of services as
Director/Trustee for the Retail Funds and the funds advised by Morgan
Stanley Investment Management Inc. and Morgan Stanley AIP GP LP (the
"Institutional Funds") reflect the earliest date the Director/Trustee began
serving the Retail or Institutional Funds as applicable.
*** The Fund Complex includes all open-end and closed-end funds (including all
of their portfolios) advised by the Investment Manager and any funds that
have an investment advisor that is an affiliated person of the Investment
Manager (including but not limited to Morgan Stanley Investment Management
Inc.).

Morgan Stanley Municipal Income Opportunities Trust
TRUSTEE AND OFFICER INFORMATION continued

Officers:

Term of
Position(s) Office and
Name, Age and Address of Held with Length of
Executive Officer Registrant Time Served* Principal Occupation(s) During Past 5 Years**
----------------------------- --------------- -------------- ------------------------------------------------------------

Mitchell M. Merin (50) President Since May 1999 President and Chief Operating Officer of Morgan Stanley
1221 Avenue of the Americas Investment Management Inc.; President, Director and Chief
New York, NY Executive Officer of the Investment Manager and Morgan
Stanley Services; Chairman and Director of the Distributor;
Chairman and Director of the Transfer Agent; Director of
various Morgan Stanley subsidiaries; President of the
Institutional Funds (since July 2003) and President of the
Retail Funds (since May 1999); Trustee (since July 2003) and
President (since December 2002) of the Van Kampen Closed-End
Funds; Trustee (since May 1999) and President (since October
2002) of the Van Kampen Open-End Funds.

Barry Fink (49) Vice President Since February General Counsel (since May 2000) and Managing Director
1221 Avenue of the Americas 1997 (since December 2000) of Morgan Stanley Investment
New York, NY Management; Managing Director (since December 2000),
Secretary (since February 1997) and Director (since July
1998) of the Investment Manager and Morgan Stanley Services;
Vice President of the Retail Funds; Assistant Secretary of
Morgan Stanley DW; Vice President of the Institutional Funds
(since July 2003); Managing Director, Secretary and Director
of the Distributor; previously Secretary (February 1997-July
2003) and General Counsel (February 1997-April 2004) of the
Retail Funds; Vice President and Assistant General Counsel
of the Investment Manager and Morgan Stanley Services
(February 1997-December 2001).

Ronald E. Robison (65) Executive Vice Since April Principal Executive Officer-Office of the Funds (since
1221 Avenue of the Americas President and 2003 November 2003); Managing Director of Morgan Stanley & Co.
New York, NY Principal Incorporated, Managing Director of Morgan Stanley; Managing
Executive Director, Chief Administrative Officer and Director of the
Officer Investment Manager and Morgan Stanley Services; Chief
Executive Officer and Director of the Transfer Agent;
Managing Director and Director of the Distributor; Executive
Vice President and Principal Executive Officer of the
Institutional Funds (since July 2003) and the Retail Funds
(since April 2003); Director of Morgan Stanley SICAV (since
May 2004); previously President and Director of the
Institutional Funds (March 2001-July 2003) and Chief Global
Operations Officer of Morgan Stanley Investment Management
Inc.

Joseph J. McAlinden (61) Vice President Since July Managing Director and Chief Investment Officer of the
1221 Avenue of the Americas 1995 Investment Manager and Morgan Stanley Investment Management
New York, NY Inc.; Director of the Transfer Agent, Chief Investment
Officer of the Van Kampen Funds; Vice President of the
Institutional Funds (since July 2003) and the Retail Funds
(since July 1995).

Stefanie V. Chang (37) Vice President Since July Executive Director of Morgan Stanley & Co. Incorporated,
1221 Avenue of the Americas 2003 Morgan Stanley Investment Management Inc. and the Investment
New York, NY Manager; Vice President of the Institutional Funds (since
December 1997) and the Retail Funds (since July 2003);
formerly practiced law with the New York law firm of Rogers
& Wells (now Clifford Chance US LLP).

Morgan Stanley Municipal Income Opportunities Trust
TRUSTEE AND OFFICER INFORMATION continued

Francis J. Smith (38) Treasurer and Treasurer Executive Director of the Investment Manager and Morgan
c/o Morgan Stanley Trust Chief Financial since July Stanley Services (since December 2001); previously Vice
Harborside Financial Center, Officer 2003 and Chief President of the Retail Funds (September 2002-July 2003),
Plaza Two, Financial and Vice President of the Investment Manager and Morgan
Jersey City, NJ Officer since Stanley Services (August 2000-November 2001) and Senior
September 2002 Manager at PricewaterhouseCoopers LLP (January 1998-August
2000).

Thomas F. Caloia (58) Vice President Since July Executive Director (since December 2002) and Assistant
c/o Morgan Stanley Trust 2003 Treasurer of the Investment Manager, the Distributor and
Harborside Financial Center, Morgan Stanley Services; previously Treasurer of the Retail
Plaza Two, Funds (April 1989-July 2003); formerly First Vice President
Jersey City, NJ of the Investment Manager, the Distributor and Morgan
Stanley Services.

Mary E. Mullin (37) Secretary Since July Executive Director of Morgan Stanley & Co. Incorporated,
1221 Avenue of the Americas 2003 Morgan Stanley Investment Management Inc. and the Investment
New York, NY Manager; Secretary of the Institutional Funds (since June
1999) and the Retail Funds (since July 2003); formerly
practiced law with the New York law firms of McDermott, Will
& Emery and Skadden, Arps, Slate, Meagher & Flom LLP.

---------------------

* This is the earliest date the Officer began serving the Retail Funds. Each
Officer serves an indefinite term, until his or her successor is elected.
** The dates referenced below indicating commencement of service as an Officer
for the Retail and Institutional Funds reflect the earliest date the Officer
began serving the Retail or Institutional Funds as applicable.

(This Page Intentionally Left Blank)

TRUSTEES

Michael Bozic
Charles A. Fiumefreddo
Edwin J. Garn
Wayne E. Hedien
James F. Higgins
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael E. Nugent
Fergus Reid

OFFICERS

Charles A. Fiumefreddo
Chairman of the Board

Mitchell M. Merin
President

Ronald E. Robison
Executive Vice President and Principal Executive Officer

Barry Fink
Vice President

Joseph J. McAlinden
Vice President

Stefanie V. Chang
Vice President

Francis J. Smith
Treasurer and Chief Financial Officer

Thomas F. Caloia
Vice President

Mary E. Mullin
Secretary

TRANSFER AGENT

Morgan Stanley Trust
Harborside Financial Center, Plaza Two
Jersey City, New Jersey 07311

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Deloitte & Touche LLP
Two World Financial Center
New York, New York 10281

INVESTMENT MANAGER

Morgan Stanley Investment Advisors Inc.
1221 Avenue of the Americas
New York, New York 10020

Investments and services offered through Morgan Stanley DW Inc., member SIPC.

[MORGAN STANLEY LOGO]

MORGAN STANLEY FUNDS

Morgan Stanley
Municipal Income
Opportunities Trust

Annual Report
May 31, 2004

[MORGAN STANLEY LOGO]

38563RPT-RA04-00347P-Y05/04

Item 2. Code of Ethics.

(a) The Fund has adopted a code of ethics (the "Code of Ethics") that applies
to its principal executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar functions,
regardless of whether these individuals are employed by the Fund or a third
party.

(b) No information need be disclosed pursuant to this paragraph.

(d) Not applicable.

(e) Not applicable.

(f)

(1) The Fund's Code of Ethics is attached hereto as Exhibit A.

(2) Not applicable.

(3) Not applicable.

Item 3. Audit Committee Financial Expert.

The Fund's Board of Trustees has determined that it has two "audit committee
financial experts" serving on its audit committee, each of whom are
"independent" Trustees: Dr. Manuel H. Johnson and Joseph J. Kearns. Under
applicable securities laws, a person who is determined to be an audit committee
financial expert will not be deemed an "expert" for any purpose, including
without limitation for the purposes of Section 11 of the Securities Act of 1933,
as a result of being designated or identified as an audit committee financial
expert. The designation or identification of a person as an audit committee
financial expert does not impose on such person any duties, obligations, or
liabilities that are greater than the duties, obligations, and liabilities
imposed on such person as a member of the audit committee and Board of Trustees
in the absence of such designation or identification.

Item 4. Principal Accountant Fees and Services.

(a)(b)(c)(d) and (g). Based on fees billed for the periods shown:

2004 REGISTRANT COVERED ENTITIES(1)

AUDIT FEES ........................ $ 28,990 N/A

NON-AUDIT FEES
AUDIT-RELATED FEES ...... $ 452(2) $3,364,576(2)
TAX FEES ................ $ 4,134(3) $ 652,431
ALL OTHER FEES .......... $ - $
TOTAL NON-AUDIT FEES .............. $ 4,586 $4,017,007

TOTAL ............................. $ 33,576 $4,017,007

2003 REGISTRANT COVERED ENTITIES(1)

AUDIT FEES ........................ $ 29,673 N/A

NON-AUDIT FEES

AUDIT-RELATED FEES ...... $ 1,341(2) $2,620,902(2)
TAX FEES ................ $ 4,463(3) $ 302,377(4)
ALL OTHER FEES .......... $ - $ 423,095(5)
TOTAL NON-AUDIT FEES .............. $ 5,804 $3,346,374

TOTAL ............................. $ 35,477 $3,346,374

N/A- Not applicable, as not required by Item 4.

(1) Covered Entities include the Adviser (excluding sub-advisors)
and any entity controlling, controlled by or under common
control with the Adviser that provides ongoing services to the
Registrant.

(2) Audit-Related Fees represent assurance and related services
provided that are reasonably related to the performance of the
audit of the financial statements of the Covered Entities' and
funds advised by the Adviser or its affiliates, specifically
data verification and agreed-upon procedures related to asset
securitizations and agreed-upon procedures engagements.

(3) Tax Fees represent tax compliance, tax planning and tax advice
services provided in connection with the preparation and
review of the Registrant's tax returns.

(4) Tax Fees represent tax compliance, tax planning and tax advice
services provided in connection with the review of Covered
Entities' tax returns.

(5) All other fees represent project management for future
business applications and improving business and operational
processes.

(e)(1) The audit committee's pre-approval policies and procedures are as
follows:

AUDIT COMMITTEE
AUDIT AND NON-AUDIT SERVICES
PRE-APPROVAL POLICY AND PROCEDURES
OF THE
MORGAN STANLEY RETAIL AND INSTITUTIONAL FUNDS

AS ADOPTED JULY 31, 2003(1)

1. STATEMENT OF PRINCIPLES

The Audit Committee of the Board is required to review and, in its sole
discretion, pre-approve all Covered Services to be provided by the Independent
Auditors to the Fund and Covered Entities in order to assure that services
performed by the Independent Auditors do not impair the auditor's independence
from the Fund.

The SEC has issued rules specifying the types of services that an
independent auditor may not provide to its audit client, as well as the audit
committee's administration of the engagement of the independent auditor. The
SEC's rules establish two different approaches to pre-approving services, which
the SEC considers to be equally valid. Proposed services either: may be
pre-approved without consideration of specific case-by-case services by the
Audit Committee ("general pre-approval"); or require the specific pre-approval
of the Audit Committee or its delegate ("specific pre-approval"). The Audit
Committee believes that the combination of these two approaches in this Policy
will result in an effective and efficient procedure to pre-approve services
performed by the Independent Auditors. As set forth in this Policy, unless a
type of service has received general pre-approval, it will require specific
pre-approval by the Audit Committee (or by any member of the Audit Committee to
which pre-approval authority has been delegated) if it is to be provided by the
Independent Auditors. Any proposed services exceeding pre-approved cost levels
or budgeted amounts will also require specific pre-approval by the Audit
Committee.

The appendices to this Policy describe the Audit, Audit-related, Tax and
All Other services that have the general pre-approval of the Audit Committee.
The term of any general pre-approval is 12 months from the date of pre-approval,
unless the Audit Committee considers and provides a different period and states
otherwise. The Audit Committee will annually review and pre-approve the services
that may be provided by the Independent Auditors without obtaining specific
pre-approval from the Audit Committee. The Audit Committee will add to or
subtract from the list of general pre-approved services from time to time, based
on subsequent determinations.

---------------------
(1) This Audit Committee Audit and Non-Audit Services Pre-Approval Policy and
Procedures (the "Policy"), adopted as of the date above, supercedes and
replaces all prior versions that may have been adopted from time to time.

The purpose of this Policy is to set forth the policy and procedures by
which the Audit Committee intends to fulfill its responsibilities. It does not
delegate the Audit Committee's responsibilities to pre-approve services
performed by the Independent Auditors to management.

The Fund's Independent Auditors have reviewed this Policy and believes
that implementation of the Policy will not adversely affect the Independent
Auditors' independence.

2. DELEGATION

As provided in the Act and the SEC's rules, the Audit Committee may
delegate either type of pre-approval authority to one or more of its members.
The member to whom such authority is delegated must report, for informational
purposes only, any pre-approval decisions to the Audit Committee at its next
scheduled meeting.

3. AUDIT SERVICES

The annual Audit services engagement terms and fees are subject to the
specific pre-approval of the Audit Committee. Audit services include the annual
financial statement audit and other procedures required to be performed by the
Independent Auditors to be able to form an opinion on the Fund's financial
statements. These other procedures include information systems and procedural
reviews and testing performed in order to understand and place reliance on the
systems of internal control, and consultations relating to the audit. The Audit
Committee will approve, if necessary, any changes in terms, conditions and fees
resulting from changes in audit scope, Fund structure or other items.

In addition to the annual Audit services engagement approved by the Audit
Committee, the Audit Committee may grant general pre-approval to other Audit
services, which are those services that only the Independent Auditors reasonably
can provide. Other Audit services may include statutory audits and services
associated with SEC registration statements (on Forms N-1A, N-2, N-3, N-4,
etc.), periodic reports and other documents filed with the SEC or other
documents issued in connection with securities offerings.

The Audit Committee has pre-approved the Audit services in Appendix B.1.
All other Audit services not listed in Appendix B.1 must be specifically
pre-approved by the Audit Committee (or by any member of the Audit Committee to
which pre-approval has been delegated).

4. AUDIT-RELATED SERVICES

Audit-related services are assurance and related services that are
reasonably related to the performance of the audit or review of the Fund's
financial statements and, to the extent they are Covered Services, the Covered
Entities or that are traditionally performed by the Independent Auditors.
Because the Audit Committee believes that the provision of Audit-related
services does not impair the independence of the auditor and is consistent with
the SEC's rules on auditor independence, the Audit Committee may grant general
pre-approval to Audit-related services. Audit-related services include, among
others, accounting consultations related to accounting, financial reporting or
disclosure matters not classified as "Audit services"; assistance with
understanding and implementing new accounting and financial reporting guidance
from rulemaking authorities; agreed-upon or expanded audit procedures related to
accounting and/or billing records required to respond to or comply with
financial, accounting or regulatory reporting matters; and assistance with
internal control reporting requirements under Forms N-SAR and/or N-CSR.

The Audit Committee has pre-approved the Audit-related services in
Appendix B.2. All other Audit-related services not listed in Appendix B.2 must
be specifically pre-approved by the Audit Committee (or by any member of the
Audit Committee to which pre-approval has been delegated).

5. TAX SERVICES

The Audit Committee believes that the Independent Auditors can provide Tax
services to the Fund and, to the extent they are Covered Services, the Covered
Entities, such as tax compliance, tax planning and tax advice without impairing
the auditor's independence, and the SEC has stated that the Independent Auditors
may provide such services.

Pursuant to the preceding paragraph, the Audit Committee has pre-approved
the Tax Services in Appendix B.3. All Tax services in Appendix B.3 must be
specifically pre-approved by the Audit Committee (or by any member of the Audit
Committee to which pre-approval has been delegated).

6. ALL OTHER SERVICES

The Audit Committee believes, based on the SEC's rules prohibiting the
Independent Auditors from providing specific non-audit services, that other
types of non-audit services are permitted. Accordingly, the Audit Committee
believes it may grant general pre-approval to those permissible non-audit
services classified as All Other services that it believes are routine and
recurring services, would not impair the independence of the auditor and are
consistent with the SEC's rules on auditor independence.

The Audit Committee has pre-approved the All Other services in Appendix
B.4. Permissible All Other services not listed in Appendix B.4 must be
specifically pre-approved by the Audit Committee (or by any member of the Audit
Committee to which pre-approval has been delegated).

7. PRE-APPROVAL FEE LEVELS OR BUDGETED AMOUNTS

Pre-approval fee levels or budgeted amounts for all services to be
provided by the Independent Auditors will be established annually by the Audit
Committee. Any proposed services exceeding these levels or amounts will require
specific pre-approval by the Audit Committee. The Audit Committee is mindful of
the overall relationship of fees for audit and non-audit services in determining
whether to pre-approve any such services.

8. PROCEDURES

All requests or applications for services to be provided by the
Independent Auditors that do not require specific approval by the Audit
Committee will be submitted to the Fund's Chief Financial Officer and must
include a detailed description of the services to be rendered. The Fund's Chief
Financial Officer will determine whether such services are included within the
list of services that have received the general pre-approval of the Audit
Committee. The Audit Committee will be informed on a timely basis of any such
services rendered by the Independent Auditors. Requests or applications to
provide services that require specific approval by the Audit Committee will be
submitted to the Audit Committee by both the Independent Auditors and the Fund's
Chief Financial Officer, and must include a joint statement as to whether, in
their view, the request or application is consistent with the SEC's rules on
auditor independence.

The Audit Committee has designated the Fund's Chief Financial Officer to
monitor the performance of all services provided by the Independent Auditors and
to determine whether such services are in compliance with this Policy. The
Fund's Chief Financial Officer will report to the Audit Committee on a periodic
basis on the results of its monitoring. Both the Fund's Chief Financial Officer
and management will immediately report to the chairman of the Audit Committee
any breach of this Policy that comes to the attention of the Fund's Chief
Financial Officer or any member of management.

9. ADDITIONAL REQUIREMENTS

The Audit Committee has determined to take additional measures on an
annual basis to meet its responsibility to oversee the work of the Independent
Auditors and to assure the auditor's independence from the Fund, such as
reviewing a formal written statement from the Independent Auditors delineating
all relationships between the Independent Auditors and the Fund, consistent with
Independence Standards Board No.

1, and discussing with the Independent Auditors its methods and procedures for
ensuring independence.

10. COVERED ENTITIES

Covered Entities include the Fund's investment adviser(s) and any entity
controlling, controlled by or under common control with the Fund's investment
adviser(s) that provides ongoing services to the Fund(s). Beginning with
non-audit service contracts entered into on or after May 6, 2003, the Fund's
audit committee must pre-approve non-audit services provided not only to the
Fund but also to the Covered Entities if the engagements relate directly to the
operations and financial reporting of the Fund. This list of Covered Entities
would include:

Morgan Stanley Retail Funds

Morgan Stanley Investment Advisors Inc.
Morgan Stanley & Co. Incorporated
Morgan Stanley DW Inc.
Morgan Stanley Investment Management
Morgan Stanley Investments LP
Van Kampen Asset Management Inc.
Morgan Stanley Services Company, Inc.
Morgan Stanley Distributors Inc.
Morgan Stanley Trust FSB

Morgan Stanley Institutional Funds

Morgan Stanley Investment Management Inc.
Morgan Stanley Investments LP
Morgan Stanley & Co. Incorporated
Morgan Stanley Distribution, Inc.
Morgan Stanley AIP GP LP
Morgan Stanley Alternative Investment Partners LP

(e)(2) Beginning with non-audit service contracts entered into on or after May
6, 2003, the audit committee also is required to pre-approve services to Covered
Entities to the extent that the services are determined to have a direct impact
on the operations or financial reporting of the Registrant. 100% of such
services were pre-approved by the audit committee pursuant to the Audit
Committee's pre-approval policies and procedures (attached hereto).

(f) Not applicable.

(g) See table above.

(h) The audit committee of the Board of Trustees has considered whether the
provision of services other than audit services performed by the auditors to the
Registrant and

Covered Entities is compatible with maintaining the auditors' independence in
performing audit services.

Item 5. Audit Committee of Listed Registrants.

Applicable only for reports covering periods ending on or after the earlier of
(i) the first annual shareholder meeting after January 15, 2004 or (ii) October
31, 2004.

Item 6. [Reserved.]

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End
Management Investment Companies.

The Fund invests in exclusively non-voting securities and therefore this item
is not applicable.

Item 8. [Reserved.]

Item 9 - Controls and Procedures

(a) The Fund's principal executive officer and principal financial officer have
concluded that the Fund's disclosure controls and procedures are sufficient to
ensure that information required to be disclosed by the Fund in this Form N-CSR
was recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission's rules and forms, based
upon such officers' evaluation of these controls and procedures as of a date
within 90 days of the filing date of the report.

There were no significant changes or corrective actions with regard to
significant deficiencies or material weaknesses in the Fund's internal controls
or in other factors that could significantly affect the Fund's internal controls
subsequent to the date of their evaluation.

(b) There were no changes in the registrant's internal control over financial
reporting that occurred during the registrant's most recent fiscal half-year
(the registrant's second fiscal half-year in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting.

Item 10 Exhibits

(a) The Code of Ethics for Principal Executive and Senior Financial Officers is
attached hereto.

(b) A separate certification for each principal executive officer and principal
financial officer of the registrant are attached hereto as part of EX-99.CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and
the Investment Company Act of 1940, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.

Morgan Stanley Municipal Income Opportunities Trust

/s/ Ronald E. Robison
Ronald E. Robison
Principal Executive Officer
July 20, 2004

Pursuant to the requirements of the Securities Exchange Act of 1934 and
the Investment Company Act of 1940, this report has been signed by the following
persons on behalf of the registrant and in the capacities and on the dates
indicated.

/s/ Ronald E. Robison
Ronald E. Robison
Principal Executive Officer
July 20, 2004

/s/ Francis Smith
Francis Smith
Principal Financial Officer
July 20, 2004