MORGAN STANLEY INSTITUTIONAL FUND, INC. 1221 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10020 November 17, 2006 VIA EDGAR --------- Securities and Exchange Commission Judiciary Plaza 100 F Street, NE Washington, D.C. 20549 Re: Morgan Stanley Institutional Fund, Inc. (the "Fund") (File No. 811-05624) Ladies and Gentlemen: On behalf of the Fund, we transmit for filing under the Securities Exchange Act of 1934 and the Investment Company Act of 1940, each as amended, a definitive copy of the following documents: (i) a notice of meeting, proxy statement, form of proxy and form of voting instruction card relating to a special meeting of shareholders of the Fund for the consideration of a proposal to change the fund from a diversified fund to a non-diversified fund, in the form in which such material is to be furnished by the management of the Fund to the Fund's shareholders; and (ii) Schedule 14A. The Fund anticipates mailing copies of the definitive notice of meeting, proxy statement, form of proxy and voting instruction card on or about November 17, 2006. No fee is required in connection with this filing. If you have any questions concerning the foregoing, please do not hesitate to contact me at (212) 762-5442. Sincerely, /s/ Rita Rubin Rita Rubin
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DEF 14A Filing
Morgan Stanley Institutional Fund DEF 14ADefinitive proxy
Filed: 17 Nov 06, 12:00am