Morgan Stanley Value Fund (MVUAX) CORRESP Correspondence with SEC

                            MORGAN STANLEY VALUE FUND
                           1221 Avenue of the Americas
                               New York, NY 10020

January 26, 2007

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Attention: Larry Greene, Division of Investment Management

RE:  MORGAN STANLEY VALUE FUND
     (FILE NOS. 333-58643 AND 811-8861)

Dear Mr. Greene:

Thank you for your telephonic comments regarding the registration statement on
Form N-1A for Morgan Stanley Value Fund (the "Fund") filed with the Securities
and Exchange Commission on November 27, 2006. Below, we describe the changes
made to the registration statement in response to the Staff's comments and
provide any responses to or any supplemental explanations of such comments, as
requested. These changes will be reflected in post-effective amendment number 11
to the Fund's registration statement on Form N-1A, which will be filed via EDGAR
on or about January 26, 2007.

           GENERAL COMMENTS TO FORM N-1A
           -----------------------------

COMMENT 1. PLEASE FILE A RESPONSE LETTER TO THESE COMMENTS VIA EDGAR, INCLUDING
           THE "TANDY" PROVISION.

               Response 1. This response letter addressing the Staff's comments
               has been filed via EDGAR correspondence, including the "Tandy"
               provision, separate from the corresponding Post-Effective
               Amendment.

           COMMENTS TO THE PROSPECTUS
           --------------------------

COMMENT 2. IN THE "FEES AND EXPENSES" SECTION OF THE PROSPECTUS, CONSIDER MOVING
           THE FOOTNOTES TO AFTER THE EXAMPLE.

               Response 2. We respectfully acknowledge the comment, but believe
               the current placement of the footnotes is appropriate. We believe
               that to move the footnotes to below the Example would diminish
               the impact of the information and could result in a shareholder
               being unable to locate the footnotes.

COMMENT 3. PLEASE INCLUDE THE ORDER PROCESSING FEE IN THE FEE TABLE AS REQUIRED
           BY FORM N-1A UNLESS AN INVESTOR CAN PURCHASE SHARES WITHOUT BEING A
           MORGAN STANLEY CLIENT.



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               Response 3. Form N-1A requires that the costs and expenses that
               an investor will bear directly or indirectly be included in the
               fee table. The order processing fee that Morgan Stanley DW Inc.
               charges clients when a client purchases or tenders shares of the
               Fund is not required to be included in the fee table because only
               investors that purchase shares through Morgan Stanley DW Inc.
               would be subject to that fee.

           COMMENTS TO THE SAI
           -------------------

COMMENT 4. IN THE SECTION ENTITLED "FUND MANAGEMENT - PORTFOLIO MANAGER
           COMPENSATION STRUCTURE," INCLUDE ONLY THE DISCRETIONARY COMPENSATION
           RECEIVED BY THE PORTFOLIO MANAGERS OF THE FUND DURING THE LAST YEAR.

               Response 4. We believe the current disclosure is in compliance
               with SEC Release 2004-89. This Release requires that the SAI
               include disclosure regarding the structure of, and the method
               used to determine, the compensation of its portfolio managers.
               The Release notes that the purpose of this disclosure is to help
               investors better understand a portfolio manager's incentives in
               managing a fund and shed light on possible conflicts of interest
               that could arise when a portfolio manager manages other accounts.
               Therefore, in order to achieve this purpose, the disclosure, in
               our view, should include all possible forms of compensation that
               are available to the portfolio manager in connection with
               managing the portfolio and other accounts. Please note that we
               revised the disclosure to clarify that investment performance,
               upon which a portfolio manager's compensation is linked, is
               calculated for one-, three-, and five-year periods measured
               against a fund's/account's primary benchmark, indices and/or peer
               groups, where applicable.

As you have requested and consistent with SEC Release 2004-89, the Fund hereby
acknowledges that:

     o    the Fund is responsible for the adequacy and accuracy of the
          disclosure in the filings;

     o    the Staff's comments or changes to disclosure in response to Staff
          comments in the filings reviewed by the Staff do not foreclose the
          Commission from taking any action with respect to the filings; and

     o    the Fund may not assert Staff comments as a defense in any proceeding
          initiated by the Commission or any person under the federal securities
          laws of the United States.

If you would like to discuss any of these responses in further detail or if you
have any questions, please feel free to contact me at (212) 762-6641. Thank you.

Sincerely,

/s/ Sheri L. Schreck

Sheri L. Schreck



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