Morgan Stanley Tax Managed Growth Fund – ‘NSAR-B/A’ for 8/31/03 – ‘EX-99.77B ACCT LTTR’

On:  Wednesday, 12/15/04, at 12:20pm ET   ·   Effective:  12/15/04   ·   For:  8/31/03   ·   Accession #:  1167420-4-327   ·   File #:  811-09769

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Amendment to Annual Report by an Investment Company   —   Form N-SAR   —   ICA’40
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: NSAR-B/A    Amendment to Annual Report by an Investment           11     45K 
                Company                                                          
 2: EX-99.77B ACCT LTTR  Independent Public Accountant's Report on     2±     8K 
                Internal Controls                                                
 3: EX-99.77O RULE 10F-3  Transaction Effected Pursuant to Rule        1      5K 
                10f-3                                                            

‘EX-99.77B ACCT LTTR’   —   Independent Public Accountant’s Report on Internal Controls

INDEPENDENT AUDITORS' REPORT                                                    

To the Shareholders and Board of Trustees of                                    
Morgan Stanley Tax-Managed Growth Fund:                                         

In planning and performing our audit of the financial statements                
of Morgan Stanley Tax-Managed Growth Fund (the "Fund") for                      
the year ended August 31, 2003 (on which we have issued our                     
report dated October 21, 2003), we considered its internal                      
control, including control activities for safeguarding securities,              
in order to determine our auditing procedures for the purpose of                
expressing our opinion on the financial statements and to                       
comply with the requirements of Form N-SAR, and not to                          
provide assurance on the Fund's internal control.                               

The management of the Fund is responsible for establishing and                  
maintaining internal control.  In fulfilling this responsibility,               
estimates and judgments by management are required to assess                    
the expected benefits and related costs of controls.  Generally,                
controls that are relevant to an audit pertain to the entity's                  
objective of preparing financial statements for external purposes               
that are fairly presented in conformity with accounting                         
principles generally accepted in the United States of America.                  
Those controls include the safeguarding of assets against                       
unauthorized acquisition, use, or disposition.                                  

Because of inherent limitations in any internal control,                        
misstatements due to error or fraud may occur and not be                        
detected.  Also, projections of any evaluation of internal control              
to future periods are subject to the risk that the internal control             
may become inadequate because of changes in conditions or that                  
the degree of compliance with policies or procedures may                        
deteriorate.                                                                    

Our consideration of the Fund's internal control would not                      
necessarily disclose all matters in the internal control that might             
be material weaknesses under standards established by the                       
American Institute of Certified Public Accountants.  A material                 
weakness is a condition in which the design or operation of one                 
or more of the internal control components does not reduce to a                 
relatively low level the risk that misstatements caused by error                
or fraud in amounts that would be material in relation to the                   
financial statements being audited may occur and not be                         
detected within a timely period by employees in the normal                      
course of performing their assigned functions.  However, we                     
noted no matters involving the Fund's internal control and its                  
operation, including controls for safeguarding securities, that we              
consider to be material weaknesses as defined above as of                       
August 31, 2003.                                                                

This report is intended solely for the information and use of                   
management, the Shareholders and Board of Trustees of Morgan                    
Stanley Tax-Managed Growth Fund, and the Securities and                         
Exchange Commission and is not intended to be and should not                    
be used by anyone other than these specified parties.                           

Deloitte & Touche LLP                                                           
New York, New York                                                              
October 21, 2003                                                                

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘NSAR-B/A’ Filing		Date		Other Filings
Filed on / Effective on:		12/15/04
		10/21/03
For Period end:		8/31/03		24F-2NT,  N-CSR,  N-CSR/A,  NSAR-B
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