Morgan Stanley Institutional Fund, Inc. 1221 Avenue of the Americas New York, New York 10020 October 28, 2005 Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: Morgan Stanley Institutional Fund, Inc. - Focus Equity Portfolio (File Nos. 33-23166 and 811-05624) Dear Sir or Madam: We are electronically filing via EDGAR, pursuant to Rule 14a-6a under the Securities Exchange Act of 1934, preliminary copies of proxy material, including a Notice of Special Meeting, Proxy Statement and form of Proxy, to be furnished to shareholders of the aforementioned fund and the Schedule 14A information required to accompany the filing, in connection with a Special Meeting of Shareholders scheduled to be held on January 24, 2006. We are filing preliminary proxy materials due to the fact that the materials contain a proposal to change the Focus Equity Portfolio from a diversified fund to a non-diversified fund. Please contact me at (212) 762-5442 if you have any questions or comments concerning this matter. Very truly yours, /s/ Rita Rubin Rita Rubin Assistant Secretary
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PRE 14A Filing
Morgan Stanley Institutional Fund PRE 14APreliminary proxy
Filed: 28 Oct 05, 12:00am