BY-LAWS





                                       OF





                 MORGAN STANLEY INSURED MUNICIPAL INCOME TRUST



                 AMENDED AND RESTATED AS OF SEPTEMBER 24, 2002





                                   ARTICLE I



                                  DEFINITIONS



     The terms "Commission," "Declaration," "Distributor," "Investment

Adviser," "Majority Shareholder Vote," "1940 Act," "Shareholder," "Shares,"

"Transfer Agent," "Trust," "Trust Property," and "Trustees" have the respective

meanings given them in the Declaration of Trust of Morgan Stanley Insured

Municipal Income Trust dated March 12, 1992, as amended from time to time.





                                   ARTICLE II



                                    OFFICES



     SECTION 2.1. Principal Office. Until changed by the Trustees, the

principal office of the Trust in the Commonwealth of Massachusetts shall be in

the City of Boston, County of Suffolk.



     SECTION 2.2. Other Offices. In addition to its principal office in the

Commonwealth of Massachusetts, the Trust may have an office or offices in the

City of New York, State of New York, and at such other places within and

without the Commonwealth as the Trustees may from time to time designate or the

business of the Trust may require.





                                  ARTICLE III



                            SHAREHOLDERS' MEETINGS



     SECTION 3.1. Place of Meetings. Meetings of Shareholders shall be held at

such place, within or without the Commonwealth of Massachusetts, as may be

designated from time to time by the Trustees.



     SECTION 3.2. Annual Meetings. An annual meeting of Shareholders, at which

the Shareholders shall elect Trustees and transact such other business as may

properly come before the meeting, shall be held, commencing in 1993, in October

of each year, the precise date during October to be fixed by the Board of

Trustees.



     SECTION 3.3. Special Meetings. Special meetings of Shareholders of the

Trust shall be held whenever called by the Board of Trustees or the President

of the Trust. Special meetings of Shareholders shall also be called by the

Secretary: (i) with respect to matters not requiring voting by the Common

Shareholders and the Preferred Shareholders voting as separate classes, upon

the written request of the holders of Shares entitled to vote not less than

twenty-five percent (25%) of all the votes entitled to be cast at such meeting;

(ii) with respect to matters requiring voting by the Common Shareholders and

the Preferred Shareholders voting as separate classes, upon the written request

of not less than 25% of the outstanding Common Shares and not less than the

percentage of the Preferred Shares as set forth in the designation pursuant to

Section 6.1 of the Declaration of Trust each voting as separate classes; or

(iii) in the case of a meeting for the purpose of voting on the removal of any

Trustee or Trustees, upon written request of the class of Shareholders entitled

to vote on the removal of such Trustee or Trustees holding in the aggregate not

less than 10% of the outstanding shares of such class. Any written request for

a special meeting shall state the purpose or purposes of such meeting and the

matters proposed to be acted on thereat. The Secretary shall inform such

Shareholders of the reasonable estimated cost of preparing and mailing such

notice of the meeting, and, upon payment to the Trust of such costs, the

Secretary shall give notice stating the purpose or purposes of the meeting to

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