CONSENT OF INDEPENDENT AUDITORS


We consent to the use in this Post-Effective Amendment No. 26 to Registration
Statement No. 2-66269 of Morgan Stanley American Opportunities Fund, formerly
Morgan Stanley Dean Witter American Opportunities Fund, on Form N-1A of our
report dated February 11, 2002, incorporated by reference in the Prospectus and
appearing in the Statement of Additional Information, and to the references to
us under the captions "Financial Highlights" in the Prospectus and "Custodian
and Independent Auditors" and "Experts" in the Statement of Additional
Information, both of which are part of such Registration Statement.




Deloitte & Touche LLP
New York, New York
February 25, 2002