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    1095 Avenue of the Americas

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    www.dechert.com

    Allison
    M Fumai

    allison.fumai@dechert.com

    +1 212 698 3526 Direct

    +1 698 698 3599 Fax

April 24, 2024

Securities and Exchange Commission

Judiciary Plaza

100 F Street, NE

Washington, D.C. 20549

Attention: Eileen Smiley

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

(File No. 33-23166; 811-05624)

Dear Ms. Smiley:

Thank you for your telephonic
comments regarding the Fund’s registration statement on Form N-1A relating to certain changes to the Passport Overseas Equity
Portfolio and Emerging Markets ex China Portfolio (“Post Effective Amendment 259”), filed with the Securities and Exchange
Commission (the “SEC” or “Commission”) on March 1, 2024. 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 Commission staff’s comments and provide any
responses to or any supplemental explanations of such comments, as requested. These changes are expected to be reflected in Post-Effective
Amendment No. 260 to the Fund’s registration statement on Form N-1A (“Post Effective Amendment 260”), which
will be filed via EDGAR on or before April 29, 2024.

Prospectus

Passport Overseas Equity Portfolio - Summary

  Comment 1.
  With respect to footnote 3 to the Annual Fund Operating Expenses table for the Fund, please consider clarifying that the fee waiver
and/or expense reimbursement arrangement will extend for one year before it may be terminated.

Response
1.       We respectfully acknowledge the comment; however, we believe the existing disclosure is
responsive to Item 3 of Form N-1A. We will consider further clarifications to this disclosure in connection with a future filing.

  Comment 2.
  With respect to footnote 3 to the Annual Fund Operating Expenses table for the Fund, please consider clarifying, if true, that the
fee waiver and/or expense reimbursement arrangement may only be terminated by the Board of Directors.

Response
2.       We respectfully acknowledge the comment; however, we believe the existing disclosure is
responsive to Item 3 of Form N-1A. We will consider further clarifications to this disclosure in connection with a future filing.

  Comment 3.
  The following disclosure, describing whether an issuer is considered to be from a particular country or geographic region is included
in the section entitled “Details of the Funds—Passport Overseas Equity Portfolio—Principal Investment Strategies”:

“An issuer is considered to be
from a particular country or geographic region if: (i) its principal securities trading market is in that country or geographic region;
(ii) alone or on a consolidated basis it derives 50% or more of its annual revenue or profits from goods produced, sales made or
services performed in that country or geographic region or has at least 50% of its assets, core business operations and/or employees in
that country or geographic region; or (iii) it is organized under the laws of, or has a principal office in, that country or geographic
region.”

Please add corresponding disclosure
to the section entitled “Fund Summary—Passport Overseas Equity Portfolio—Principal Investment Strategies” or a
cross-reference to the aforementioned section.

Response
3.       We respectfully acknowledge the comment; however, we believe the existing disclosure is
responsive to Item 4 of Form N-1A. We will consider further clarifications to this disclosure in connection with a future filing.

  Comment 4.
  With respect to the last sentence of the second paragraph under “Fund Summary—Passport Overseas Equity Portfolio—Principal
Investment Strategies,” please revise the disclosure to identify specific examples of the ESG criteria that the Adviser considers
when making investment decisions. Please also disclose (1) whether the Fund’s ESG criteria are applied to every investment
it makes or only to certain investments and (2) whether ESG is the exclusive factor considered or whether it is one of several factors.

Response
4.       We respectfully acknowledge the comment; however, we believe the existing disclosure to
be appropriate. In particular, Item 9(b)(2) of Form N-1A requires a registrant to “[e]xplain in general terms how
the Fund’s adviser decides which securities to buy and sell.” The current disclosure states that the investment process considers
analysis of sustainability with respect to financial strength, environmental and social factors and governance, which is further clarified
by the ESG Investment Risk disclosure. In addition, we supplementally confirm that the Adviser considers various factors in determining
the materially important environmental and/or social issues facing a company and ESG is not the sole determinant incorporated in the decision
whether to select an investment.

    2

  Comment 5.
  With respect to the third sentence of the third paragraph under “Fund Summary—Passport Overseas Equity Portfolio—Principal
Investment Strategies,” which states “the equity securities in which the Fund may invest include common stock, preferred
stock, convertible securities, depositary receipts, rights and warrants. Please confirm supplementally to the Staff whether convertible
securities includes in-the-money and out-of-the-money convertible securities. If so, please include disclosure that convertible securities,
other than those that are deep out-of-the-money, are included as equity securities for purposes of the policy with regard to the investment
of 80% of the fund’s assets (the “80% Test”). See amended Rule 35d-1 under the Investment Company Act of 1940.

Response
5.       We respectfully acknowledge the comment; however, we believe that the current disclosure
is appropriate. Convertible securities generally do not comprise a material portion of the Fund’s investments.

  Comment 6.
  Please consider removing the liquidity risk disclosure from the section of the Fund’s prospectus entitled “Fund Summary—Passport
Overseas Equity Portfolio—Principal Investment Risks” if the Fund does not principally invest in illiquid or restricted investments.

Response
6.       We believe that the Fund’s current disclosure is appropriate. The liquidity risk
disclosure is designed to capture a general principal risk applicable to the Fund’s portfolio. Depending on market conditions, any
security in the Fund’s portfolio could present liquidity risk. Furthermore, liquidity risk is an inherent risk of investing in foreign
and emerging market securities, which is a principal investment strategy of the Fund.

  Comment 7.
  Please provide information for all instances that are blank or bracketed in Post Effective Amendment 259.

Response
7.       This information will be completed in Post Effective Amendment 260.

    3

Emerging Markets ex China Portfolio - Summary

  Comment 8.
  With respect to footnote 3 to the Annual Fund Operating Expenses table for the Fund, please consider clarifying that the fee waiver
and/or expense reimbursement arrangement will extend for one year before it may be terminated.

Response
8.       Please refer to the response to Comment 1 above.

  Comment 9.
  With respect to footnote 3 to the Annual Fund Operating Expenses table for the Fund, please consider clarifying, if true, that the
fee waiver and/or expense reimbursement arrangement may only be terminated by the Board of Directors

Response
9.       Please refer to the response to Comment 2 above.

  Comment 10.
  The section entitled “Additional Information About Fund Investment Strategies and Related Risks—Non-Diversification Risk”
indicates that the Fund is non-diversified. Please add corresponding disclosure to the sections entitled “Fund Summary—Emerging
Markets ex China Portfolio—Principal Investment Strategies” and “Fund Summary—Emerging Markets ex China Portfolio—Principal
Investment Risks.”

Response
10.     The Registrant notes that the Fund is diversified, however, the aforementioned risk disclosed
in the section entitled “Additional Information About Fund Investment Strategies and Related Risks—Non-Diversification Risk”
applies to another fund in the multi-fund prospectus. In Post-Effective Amendment 260, it will be clarified that Non-Diversification Risk
applies only to the specific non-diversified fund, Emerging Markets Leaders Portfolio.

  Comment 11.
  The following disclosure, describing whether an issuer is considered to be from an emerging markets country is included in the section
entitled “Details of the Funds—Emerging Markets ex China Portfolio—Principal Investment Strategies”:

“The Adviser and/or Sub-Adviser
consider an issuer to be located in an emerging market country if (i) its principal securities trading market is in an emerging market
country, (ii) alone or on a consolidated basis it derives 50% or more of its annual revenue or profits from goods produced, sales
made or services performed in emerging market countries or has at least 50% of its assets, core business operations and/or employees in
emerging markets countries or (iii) it is organized under the laws of, or has a principal office in, an emerging market country.
By applying this test, it is possible that a particular issuer could be deemed to be located in more than one country.”

    4

Please add corresponding disclosure
to the section entitled “Fund Summary—Emerging Markets ex China Portfolio—Principal Investment Strategies” or
a cross-reference to the aforementioned section.

Response
11.     Please refer to the response to Comment 3 above.

  Comment 12.
  With respect to the third paragraph under “Fund Summary—Emerging Markets ex China Portfolio—Principal Investment
Strategies,” please revise the disclosure to identify specific examples of the ESG criteria that the Adviser considers when making
investment decisions. Please also disclose (1) whether the Fund’s ESG criteria are applied to every investment it makes or
only to certain investments and (2) whether ESG is the exclusive factor considered or whether it is one of several factors.

Response
12.     We respectfully acknowledge the comment; however, we believe the existing disclosure to
be appropriate. In particular, Item 9(b)(2) of Form N-1A requires a registrant to “[e]xplain in general terms how
the Fund’s adviser decides which securities to buy and sell.” The current disclosure states that the investment process integrates
environmental, social and governance issues when making investment decisions and that the Adviser and/or Sub-Adviser believe that monitoring
ESG helps build a more complete picture of the quality of company management and the opportunities and risks facing companies, which is
further clarified by the ESG Investment Risk disclosure. In addition, we supplementally confirm that the Adviser considers various factors
in determining the materially important environmental and/or social issues facing a company and ESG is not the sole determinant incorporated
in the decision whether to select an investment.

  Comment 13.
  Please confirm supplementally that the Fund does not consider convertible securities to be equity securities for purposes of the Fund’s
80% Test. If it does, please refer to Comment 5 above.

Response
13.     We supplementally confirm that the Fund does not consider convertible securities as equity
securities for purposes of the Fund’s 80% Test.

  Comment 14.
  With respect to “Fund Summary—Emerging Markets ex China Portfolio—Principal Risks—Equity Securities,”
please specify what types comprise “related instruments.”

Response
14.     We respectfully acknowledge the comment; however, we believe the existing disclosure to
be adequate.

    5

  Comment 15.
  Please consider removing the liquidity risk disclosure from the section of the Fund’s prospectus entitled “Fund Summary—Emerging
Markets ex China Portfolio—Principal Investment Risks” if the Fund does not principally invest in illiquid or restricted
investments.

Response
15.     Please refer to the response to Comment 6 above.

Passport Overseas Equity Portfolio –
Details of the Fund

  Comment 16.
  The disclosure describing whether an issuer is considered to be from an emerging markets country included in the section entitled
 “Details of the Funds—Passport Overseas Equity—Process” indicates “By applying this test, it is possible
that a particular issuer could be deemed to be located in more than one country.”

Please explain supplementally whether
a company that is deemed to be in the U.S. and another country would be eligible for inclusion in the portfolio. If so, please add disclosure
that even if a security is deemed to be from the U.S. but also another country that it could be included in the portfolio.

Response
16.     The Registrant confirms that, for purposes of the 80% Test of whether such issuer is located
outside the United States, if an issuer satisfies at least one prong of the test, the Registrant will deem the issuer to be located outside
the United States.

  Comment 17.
  Please revise the disclosure to clarify when the Fund will consider environmental, social and governance (“ESG”) issues
and how the consideration of ESG issues will impact the investment process.

Response
17.     We respectfully acknowledge the comment; however, we believe the existing disclosure to
be appropriate. In particular, Item 9(b)(2) of Form N-1A requires a registrant to “[e]xplain in general terms how
the Fund’s adviser decides which securities to buy and sell.” The current disclosure states that “[t]he investment process
integrates information about ESG issues when making investment decisions. The Adviser and/or Sub-Adviser believe that monitoring ESG helps
build a more complete picture of the quality of company management and the opportunities and risks facing companies.” This is further
clarified by disclosure stating that they may engage portfolio companies with respect to ESG matters and how these may affect long-term
financial performance.

    6

Emerging Markets ex China Portfolio –
Details of the Fund

  Comment 18.
  The disclosure describing whether an issuer is considered to be from an emerging markets country included in the section entitled
 “Details of the Funds—Emerging Markets ex China—Process” indicates “By applying this test, it is possible
that a particular issuer could be deemed to be located in more than one country.”

Please explain supplementally whether
a company that is deemed to be in the U.S. and another country would be eligible for inclusion in the portfolio. If so, please add disclosure
that even if a security is deemed to be from the U.S. but also another country that it could be included in the portfolio.

Response
18.     The Registrant confirms that, for purposes of the 80% Test of whether such issuer is located
in an emerging market country, if an issuer satisfies at least one prong of the test, the Registrant will deem the issuer to be located
in the emerging market country.

  Comment 19.
  Please revise the disclosure to clarify when the Fund will consider environmental, social and governance (“ESG”) issues
and how the consideration of ESG issues will impact the investment process.

Response
19.     We respectfully acknowledge the comment; however, we believe the existing disclosure to
be appropriate. In particular, Item 9(b)(2) of Form N-1A requires a registrant to “[e]xplain in general terms how
the Fund’s adviser decides which securities to buy and sell.” The current disclosure states that “[t]he investment process
integrates information about ESG issues when making investment decisions. The Adviser and/or Sub-Adviser believe that monitoring ESG helps
build a more complete picture of the quality of company manage