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    1095 Avenue of the Americas

    New York, NY 10036-6797

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    www.dechert.com

        Allison M Fumai

    allison.fumai@dechert.com

    +1 212 698 3526 Direct

    +1 698 698 3599 Fax

June 26, 2024

Securities and Exchange Commission

Judiciary Plaza

100 F Street, NE

Washington, D.C. 20549

Attention: Michael A. Rosenberg

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

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

Dear Mr. Rosenberg:

Thank you for your telephonic
comments regarding the Registrant’s registration statement on Form N-1A relating to certain changes to the Global Sustain Portfolio
(to be renamed Global Stars Portfolio, the “Fund”) filed with the Securities and Exchange Commission (the “SEC”
or “Commission”) on April 30, 2024 (“Post-Effective Amendment 261”). The Registrant has considered your comments
and has authorized us to make responses, changes and acknowledgements discussed below relating to the Registrant’s registration
statement on its behalf. Below, we describe the changes made to the registration statement in response to the comments of the Commission
staff (the “Staff”) 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. 262 to the Registrant’s registration statement on Form N-1A
(the “Amendment”).

Comment 1.          The
Staff notes that the term “Stars” in the Fund’s name may be misleading as it could suggest that the securities comprising
the Fund’s portfolio are more advantageous than other securities. Accordingly, please delete the term “Stars” from the
Fund’s name or otherwise explain how the Fund complies with Section 35(d) of the Investment Company Act of 1940 (the “1940
Act”).

Response
1. The Registrant respectfully declines to change the name of the Portfolio.

Section 35(d) of the 1940 Act
prohibits a registered investment company from adopting as part of its name any word or words that the Commission finds are materially
deceptive or misleading. To the Registrant’s knowledge, the Commission has not made such a finding, nor does the Registrant believe
that the facts in this circumstance would support such a determination. In adopting Rule 35d-1, the SEC stated that “[i]n determining
whether a particular name is misleading, the [Staff] will consider whether the name would lead a reasonable investor to conclude that
the company invests in a manner that is inconsistent with the company’s intended investments or the risks of those investments.”
See Investment Company Names, Investment Company Act Release No. 24828 (Jan. 17, 2001). The Registrant believes
that the term “Stars” in the Fund’s name would not lead a reasonable investor to conclude that the Fund invests in a
manner that is inconsistent with the company’s intended investments or the risks of those investments because the name does not
connote a particular investment emphasis and could reasonably have different meanings to different investors and, particularly when viewed
in the context of the Fund’s principal investment strategies, is not misleading.

However, to further clarify the intended
meaning of the term “Stars,” the sections of the Fund’s prospectus entitled “Fund Summary—Principal Investment
Strategies” and “Details of the Fund—Process” will be revised in the Amendment as follows (additions denoted in
bold and underline):

The Adviser and/or the Fund’s “Sub-Adviser,”
Morgan Stanley Investment Management Limited (“MSIM Limited”), seek to identify securities of issuers located throughout the
world that they believe are “Stars,” which for this purpose are growth-oriented high quality compounders, that
is, high quality companies characterized by difficult to replicate intangible assets (such as intellectual property, brands, or network
effects) with a large growth opportunity and high returns on incremental operating capital employed. The Adviser and/or Sub-Adviser also
seek to identify capable management teams able to allocate incremental capital effectively to grow the franchise, maintain the intangible
assets and sustain or improve returns on operating capital.

Comment
2.          Consistent with the Staff’s position regarding funds with “Global” in their name, please describe
how the Fund will invest its assets in securities that are tied economically to a number of countries throughout the world. For example,
the Fund could include a policy that, under normal market conditions, it will invest at least 40% of its assets in companies organized
or located in multiple countries outside the United States, or companies doing a substantial amount of business in countries outside the
United States. See footnote 42 to Investment Company Act Release No. IC-24828 (Feb. 1, 2001).

Response
2. The Registrant confirms that the Fund expects to invest a substantial portion of its assets in the securities of issuers
located in multiple countries throughout the world. Consistent with footnote 42 to the release adopting Rule 35d-1 (Release No. IC-24828,
January 17, 2001), the Fund intends to invest its assets in investments that are economically tied to a number of countries throughout
the world.

The Registrant believes that the disclosure
included in the section of the Fund’s prospectus entitled “Details of the Fund— Approach,” that the Adviser and/or
Sub-Adviser invests primarily in companies “located throughout the world, including developed and emerging market countries”
(emphasis added) is sufficient and respectfully declines to make changes to this disclosure.

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Comment 3.         Please
supplementally inform the Staff why the Board of Directors of the Registrant (the “Board”) believes the changes reflected
in Post-Effective Amendment 261 are consistent with its fiduciary duties and are in the best interests of the Fund’s shareholders.
In your response: (i) explain in detail what information the Board considered, and how it weighed the information in arriving at
its decision; (ii) explain in detail why the Board concluded that this approach was better for shareholders than other alternatives,
such as liquidating the Fund and starting a new Fund; and (iii) support your explanation of the Board’s deliberations with
data. For example, if cost was a consideration, provide data on the expected cost savings from the proposed changes, as compared with
starting a new Fund.

Response
3. In connection with its meeting held on April 24-25, 2024, the Board, which is comprised solely of Directors who are
not considered to be “interested person[s]” of the Registrant under the 1940 Act, considered and approved, among other matters
relating to the Fund, the changes to the Fund’s name and investment process, as reflected in Post-Effective Amendment 261. In considering
these proposed changes, the Directors reviewed information provided by Morgan Stanley Investment Management, Inc., the Fund’s
adviser (the “Adviser”) and Morgan Stanley Investment Management Limited, the Fund’s sub-adviser (together with the
Adviser, the “Advisers”), in advance of the meeting, including a presentation discussing the Advisers’ rationale for
proposing the changes. In addition to considering the Advisers’ rationale for the proposal (including, among other factors, the
Fund’s relatively small net asset level and the potential for increased growth opportunities), the Board also received and considered
information regarding, among other things, the proposed investment process, including certain similarities and differences between the
current and proposed investment strategies. In addition, the Board received and considered information regarding the portfolio transition,
including estimated portfolio turnover, trading costs and tax implications. The Board discussed the proposed changes with representatives
of the Adviser and Sub-Adviser during the meeting held on April 24-25, 2024.

The Board also considered that the Adviser
agreed to reduce the advisory fees of the Fund from 0.70% of the portion of the average daily net assets not exceeding $500 million and
0.65% of the portion of the average daily net assets exceeding $500 million to 0.65% of the portion of the average daily net assets not
exceeding $500 million and 0.60% of the portion of the average daily net assets exceeding $500 million. The Board also considered that,
although there may be certain expenses associated with the implementation of these changes, the Adviser agreed to reduce its advisory
fee and/or reimburse the Fund so that the total annual fund operating expenses, excluding acquired fund fees and expenses (as applicable),
certain investment related expenses, taxes, interest and other extraordinary expenses (including litigation), will not exceed 0.80% for
Class I, 1.15% for Class A, 1.90% for Class C and 0.75% for Class R6, which would represent a reduction of 0.10% for
each share class relative to the Fund’s then-current expense cap.

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The Board considered that its approval
of the proposed changes would provide shareholders the opportunity to continue to invest in the Fund and that shareholders would be sent
advance notice of the changes and have a meaningful period of time prior to the effective date of the changes to decide whether to remain
invested in the Fund or redeem their investment.

In evaluating the proposed changes, the
Directors considered their duties under the 1940 Act, as well as under the general principles of state law, and the standards used by
courts in determining whether investment company boards have fulfilled their duties. To assist the Directors in their deliberations, the
Directors consulted with their independent legal counsel, including in executive session. In considering the approval of these changes,
the Directors reviewed and evaluated the information and factors they believed to reasonably be necessary and appropriate in light of
legal advice furnished to them by their independent legal counsel and through the exercise of their own business judgment. Individual
Directors may have weighed certain factors or information differently, and the Board did not consider any single factor or information
controlling in reaching its decision.

Based on the information presented, and
other information and factors deemed relevant to each Director in the exercise of his or her business judgment, the Directors concluded
that the proposed changes were in the best interest of the Fund’s shareholders and the Directors approved the proposed changes.

Comment
4.          Please explain why the Adviser believes these changes are consistent with its fiduciary duties to the Fund.

Response
4. The Registrant has confirmed with the Adviser that, based on the information presented and summarized in Response 3, among
other considerations, the Adviser believes that these changes are consistent with its fiduciary duties to the Fund.

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Comment 5.          Please
confirm whether the Fund has notified its shareholders of the changes to the Fund. If the Fund has notified its shareholders, please provide
the Staff with a copy of the notice. If the Fund has yet to notify its shareholders, please inform the Staff of when the Fund plans to
distribute such notice, and how it intends to do so.

Response
5. The Fund notified its shareholders of the changes to the Fund via a supplement, which was filed with the SEC on April 26,
2024, and a supplement which was filed with the SEC on April 30, 2024. The Registrant notes that the notice of these changes was
transmitted to shareholders.

Comment 6.         What
is the composition of the Fund’s shareholder base (e.g., affiliated v. unaffiliated, retail v. institutional, domestic v.
foreign)? What percentage of the Fund’s shares are held by retail investors?

Response
6. As of the date of this letter, the Adviser held less than 1% of the Fund’s outstanding
shares as seed capital. The remainder of the Fund’s shares as of such
date were predominantly held through omnibus accounts for which the Fund does not have transparency as to the composition of the Fund’s shareholder
base.

Comment
7.          Please explain in your response why making these changes in a post-effective amendment to the registration statement
of an existing fund, as opposed to an amendment adding a new fund, is consistent with the text and policy of Rule 485(a) under
the Securities Act of 1933, as amended (the “Securities Act”). Explain why you believe this does not provide an unfair competitive
advantage over other registrants, which add new series under Rule 485(a)(2) pursuant to post-effective amendments that go effective
in 75 days (as opposed to 60 days).

Response
7. The Registrant filed Post-Effective Amendment 261 to its registration statement pursuant to Rule 485(a)(1) to
make these changes to the Fund’s principal investment strategies because the Fund is an existing portfolio of the Registrant. Rule 485(a)(2) provides
for automatic effectiveness in seventy-five days for a post-effective amendment filed for the purpose of adding a new series of a registrant.
In comparison, Rule 485(a)(1) provides for automatic effectiveness in sixty days for a post-effective amendment filed for purposes
other than as set forth in Rule 485(a)(2). Accordingly, we believe filing a post-effective amendment under Rule 485(a)(1) to
make these changes is effectively contemplated by the text of Rule 485(a).

We believe it would not have been appropriate
for the Registrant to have filed a post-effective amendment under Rule 485(a)(2) under the Securities Act for this purpose as
that provision provides for automatic effectiveness in seventy-five days for a post-effective amendment filed for the purpose of adding
a new series of a registrant, which the Fund is not. We note that filings made pursuant to either Rule 485(a)(1) or Rule 485(a)(2) are
subject to review by the Staff.

      5

We believe that the Registrant has not
gained an unfair competitive advantage over other registrants because the changes to the Fund’s registration statement will have
been publicly available for at least sixty days before effectiveness and the Registrant filed Post-Effective Amendment 261 pursuant to
Commission rules regarding post-effective amendments to registration statements for a purpose other than adding a new series. Furthermore,
we note that Rule 485(a)(1) is available to every registrant and Rule 485(a)(1) is regularly used by registrants to
make material changes to registration statements for funds and making such a filing is consistent with long standing, accepted industry
practice. Moreover, registrants that make filings pursuant to Rule 485(a)(2) for the purpose of adding a new series may request
that the registration statement go effective before the seventy-fifth day after filing in accordance with Commission rules.

Comment 8.          Please
inform the Staff in your response letter what percentage of the Fund’s current portfolio needs to be re-positioned as a result of
these changes.

Response
8. The Registrant anticipates that approximately 40% of the Fund’s portfolio will be repositioned as a result of these
changes.

Comment 9.          Please
confirm whether any shareholders have contacted the Registrant, Fund or financial intermediaries regarding the changes to the Fund. If
so, please describe the nature of such confirmations.

Response
9. As of the date of this letter, the Registrant is not aware of any shareholder contacting the Registrant or the Fund regarding
the changes to the Fund. As of the date of this letter, the Registrant is also not aware of any such inquiries to financial intermediaries.

Comment 10.       With
respect to footnote 1 to the Annual Fund Operating Expenses table for the Fund, please revise Class A shares’ maximum deferred
sales charge (load) to reflect the contingent deferred sales charge (“CDSC”) of 1.00% imposed on Class A s