MORGAN STANLEY INSTITUTIONAL FUND, INC.
522 Fifth Avenue
New York, NY 10036
July 23, 2012
VIA EDGAR
U.S. Securities and Exchange Commission
Judiciary Plaza
100 F Street, N.E.
Washington, D.C. 20549
Attention: Larry L. Greene, Senior Counsel, Division of Investment Management
Re: Morgan Stanley Institutional Fund, Inc.
Registration Statement on Form N-14 (File No. 333-181668)
Dear Mr. Greene:
On behalf of Morgan Stanley Institutional Fund, Inc., a Maryland corporation (the “Registrant”), transmitted herewith for filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, is Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-14 (the “Registration Statement”) relating to (i) a proposed Agreement and Plan of Reorganization, pursuant to which substantially all of the assets and liabilities of Morgan Stanley International Value Equity Fund will be transferred to the International Equity Portfolio, a series of the Registrant (“MSIF International Equity”), in exchange for shares of common stock of MSIF International Equity and (ii) a proposed Agreement and Plan of Reorganization, pursuant to which substantially all of the assets and liabilities of Morgan Stanley International Fund will be transferred to the Active International Allocation Portfolio, a series of the Registrant (“MSIF Active International”), in exchange for shares of common stock of MSIF Active International.
No fees are required in connection with this filing. Should you have any questions regarding the Registration Statement or the foregoing matters, please do not hesitate to contact me at 212.296.6980 (tel) or 212.507.8599 (fax) or Kristin M. Hester of Dechert LLP at 212.649.8796 (tel) or 212.698.3599 (fax).
| Very truly yours, |
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| /s/ Daniel E. Burton |
| Daniel E. Burton |
| Assistant Secretary |
Enclosures
cc: Stefanie V. Chang Yu