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

                                    FORM N-PX

               ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
                          MANAGEMENT INVESTMENT COMPANY

INVESTMENT COMPANY ACT FILE NUMBER 811-05898

                        MORGAN STANLEY PRIME INCOME TRUST
               (Exact name of registrant as specified in charter)


                                                                   
  522 Fifth Avenue, New York, New York                                   10036
(Address of principal executive offices)                              (Zip code)


                               Amy Doberman, Esq.
                                Managing Director
                     Morgan Stanley Investment Advisors Inc.
                                522 Fifth Avenue
                            New York, New York 10036
                     (Name and address of agent for service)

Registrant's telephone number, including area code: 800-869-6397

Date of fiscal year end: 9/30

Date of reporting period: 7/1/07 -- 6/30/08


******************************* FORM N-Px REPORT *******************************

ICA File Number: 811-05898
Reporting Period: 07/01/2007 - 06/30/2008
Morgan Stanley Prime Income Trust

====================== MORGAN STANLEY PRIME INCOME TRUST =======================

WKI HOLDING COMPANY, INC.

Ticker:                      Security ID:  929293108
Meeting Date: APR 16, 2008   Meeting Type: Annual
Record Date:  APR 1, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1     Elect Director                            For       For        Management
2     Elect Director                            For       For        Management
3     Elect Director                            For       For        Management
4     Elect Director                            For       For        Management
5     Elect Director                            For       For        Management
6     Elect Director                            For       For        Management


========== END NPX REPORT


                                   SIGNATURES

     Pursuant to the requirements of 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.

(Registrant): Morgan Stanley Prime Income Trust

By (Signature and Title):


/s/ Ronald E. Robison
- ------------------------------------
President and Principal Executive
Officer -- Office of the Funds

Date August 28, 2008


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