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CONSENT OF INDEPENDENT AUDITORS
We consent to the use in this Post-Effective Amendment No. 2 to Registration
Statement No. 333-67701 of Morgan Stanley Dean Witter Prime Income Trust on Form
N-2 of our report dated November 13, 2000, appearing in the Statement of
Additional Information and incorporated by reference in the Prospectus, and to
the references to us under the captions "Financial Highlights" and "Experts" in
the Prospectus and "Experts" in the Statement of Additional Information, both of
which are part of such Registration Statement.
Deloitte & Touche LLP
New York, New York
December 15, 2000
