1095 Avenue of the Americas
New York, NY  10036-6797 +1  212  698  3500  Main +1  212  698  3599  Fax www.dechert.com STUART STRAUSS stuart.strauss@dechert.com +1 212 698 3529  Direct +1 212 698 0452  Fax

April 27, 2015

Securities and Exchange Commission

Judiciary Plaza

100 F Street, NE

Washington, D.C.  20549

Attention:Asen Parachkevov, Division of Investment Management

Re:Morgan Stanley Institutional Fund, Inc. (the “Fund”)

(File No. 033-23166; 811-05624)

Dear Mr. Parachkevov:

Thank you for your telephonic comments regarding the Fund’s registration statement on Form N-1A relating to the addition of Class C shares of the Active International Allocation, Advantage, Asian Equity, Emerging Markets Domestic Debt, Emerging Markets External Debt, Emerging Markets Leaders, Emerging Markets, Frontier Emerging Markets, Global Advantage, Global Discovery, Global Franchise, Global Infrastructure, Global Insight, Global Opportunity, Global Quality, Global Real Estate, Growth, Insight, International Advantage, International Equity, International Opportunity, International Real Estate, Multi-Asset, Opportunity, Small Company Growth and U.S. Real Estate Portfolios (the “Portfolios”), filed with the Securities and Exchange Commission (the “Commission”) on February 27, 2015.  The Fund has considered your comments and has authorized us to make responses, changes and acknowledgements discussed below relating to the Fund’s registration statement on its behalf.  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 No. 137 to the Fund’s registration statement on Form N-1A, which will be filed via EDGAR on or about April 24, 2015.

GENERAL COMMENTS TO FORM N-1A

Comment 1.Please file a letter responding to these comments from the Staff of the Commission that incorporates the “Tandy” information via EDGAR.

Response 1.This response letter, which incorporates the “Tandy” information, will be filed via EDGAR as correspondence separate from the registration statement filing.

COMMENTS TO THE PROSPECTUS

Comment 2.Please confirm supplementally that the fee waiver arrangements for each Portfolio are reflected in the applicable example only in the period(s) for which the fee waiver arrangements are expected to continue.

Response 2.We confirm that the fee waivers are reflected in the applicable example for those periods for which the fee waivers are expected to continue.  Pursuant to Instruction 4(a) to Item 3 of Form N-1A, an adjustment to reflect any expense reimbursement or fee waiver arrangement may be reflected in the period(s) for which the expense reimbursement or fee waiver arrangement is expected to continue.  Morgan Stanley Investment Management Inc., the investment adviser to each Portfolio, expects the fee waiver and/or expense reimbursement to continue indefinitely, unless terminated by the Fund’s Board of Directors.

Comment 3.Please revise the disclosure to indicate the specific date on which each Portfolio’s fee waiver is expected to expire.

Response 3.We respectfully acknowledge your comment; however, we believe that the current disclosure complies with the requirements of Item 3 of Form N-1A.

Comment 4.Please supplementally confirm the basis for the “Other Expenses” of the Portfolios.

Response 4.Because Class C shares of the Portfolios have been in operation for less than six months, pursuant to Instruction 6(a) of Item 3, the Portfolios have disclosed in a footnote to the fee table that “Other Expenses” are based on estimated amounts for the current fiscal year. We hereby supplementally confirm that the Other Expenses numbers have been generated based on the operations of the applicable Portfolio during the previous fiscal year.

In addition, we are authorized by our client to acknowledge the following on the Fund’s behalf:

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

·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

·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) 698-3529 (tel) or (212) 698-0453 (fax) or Gladys Chang of Morgan Stanley at (212) 296-6147 (tel) or (212) 507-8213 (fax).  Thank you.

Best regards,

/s/ Stuart M. Strauss

Stuart M. Strauss

cc:Joseph C. Benedetti

Daniel E. Burton

Gladys Chang

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