Report of Independent Registered Public Accounting
Firm

To the Shareholders and Board of Trustees of
Morgan Stanley Institutional Liquidity Funds:
In planning and performing our audits of the financial
statements of ESG Money Market Portfolio (formerly
Money Market Portfolio), Prime Portfolio, Government
Portfolio, Government Securities Portfolio, Treasury
Portfolio, Treasury Securities Portfolio and Tax-Exempt
Portfolio, (the seven portfolios comprising Morgan
Stanley Institutional Liquidity Funds, (the "Trust"),
(collectively, the "Funds")) as of and for the year ended
October 31, 2019, in accordance with the standards of
the Public Company Accounting Oversight Board
(United States), we considered the Trust's internal
control over financial reporting, including controls over
safeguarding securities, as a basis for designing our
auditing procedures for the purpose of expressing our
opinion on the financial statements and to comply with
the requirements of Form N-CEN, but not for the
purpose of expressing an opinion on the effectiveness of
the Trust's internal control over financial reporting.
Accordingly, we express no such opinion.
The management of the Trust is responsible for
establishing and maintaining effective internal control
over financial reporting. In fulfilling this responsibility,
estimates and judgments by management are required to
assess the expected benefits and related costs of controls.
A company's internal control over financial reporting is
a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the
preparation of financial statements for external purposes
in accordance with U.S. generally accepted accounting
principles. A company's internal control over financial
reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in
accordance with U.S. generally accepted accounting
principles, and that receipts and expenditures of the
company are being made only in accordance with
authorizations of management and directors of the
company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized
acquisition, use or disposition of a company's assets that
could have a material effect on the financial statements.

Because of its inherent limitations, internal control over
financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in
conditions, or that the degree of compliance with the
policies or procedures may deteriorate.

A deficiency in internal control over financial reporting
exists when the design or operation of a control does not
allow management or employees, in the normal course
of performing their assigned functions, to prevent or
detect misstatements on a timely basis. A material
weakness is a deficiency, or a combination of
deficiencies, in internal control over financial reporting,
such that there is a reasonable possibility that a material
misstatement of the company's annual or interim
financial statements will not be prevented or detected on
a timely basis.


Our consideration of the Trust's internal control over
financial reporting was for the limited purpose described
in the first paragraph and would not necessarily disclose
all deficiencies in internal control that might be material
weaknesses under standards established by the Public
Company Accounting Oversight Board (United States).

However, we noted no deficiencies in the Trust's
internal control over financial reporting and its
operation, including controls over safeguarding
securities, that we consider to be a material weakness as
defined above as of October 31, 2019.

This report is intended solely for the information and use
of management and the Board of Trustees of Morgan
Stanley Institutional Liquidity Funds and the Securities
and Exchange Commission and is not intended to be and
should not be used by anyone other than these specified
parties.




/s/ ERNST & YOUNG LLP





Boston, Massachusetts
December 23, 2019