SecProbe.io

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                        Morgan Stanley Mid-Cap Value Fund
                           1221 Avenue of the Americas
                               New York, NY 10020

December 23, 2005

Securities and Exchange Commission
Judiciary Plaza
100 F Street, NE
Washington, DC 20549

Attention:   Larry Greene, Division of Investment Management
             Mail Stop 0505

RE:  MORGAN STANLEY MID-CAP VALUE FUND
     (FILE NOS. 333-59140 AND 811-10359)

Dear Mr. Greene:

Thank you for your telephonic comments regarding the registration statement on
Form N-1A for Morgan Stanley Mid-Cap Value Fund (the "Fund") filed with the
Securities and Exchange Commission on October 26, 2005. 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 number
5 to the Fund's registration statement on Form N-1A, which will be filed via
EDGAR on or about December 23, 2005.

            GENERAL COMMENTS TO FORM N-1A

COMMENT 1.  PLEASE CONFIRM THAT THE FUND IS COMPLYING WITH THE PRIVACY POLICY
            NOTIFICATION REQUIREMENTS OF THE GRAMM-LEACH-BLILEY ACT AND
            DISTRIBUTING ITS PRIVACY POLICY TO INVESTORS.

                    RESPONSE 1. The Fund provides its privacy policy annually in
                    accordance with the requirements of Regulation S-P.

COMMENT 2.  PLEASE CONFIRM THAT THE REGISTRATION STATEMENT INCLUDES THE
            ANTI-MONEY LAUNDERING AND CUSTOMER VERIFICATION DISCLOSURE REQUIRED
            BY THE U.S. PATRIOT ACT.

                    RESPONSE 2. The requisite notice of the customer
                    identification verification policy is disclosed in the
                    account application form. Anti-money laundering and customer
                    verification disclosure is also included under the
                    "Shareholder Information-How to Buy Shares" section of the
                    Fund's prospectus.

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            COMMENTS TO THE PROSPECTUS

COMMENT 3.  CONSIDER INCLUDING THE ORDER PROCESSING FEE IN THE FEE TABLE OR AS A
            FOOTNOTE TO THE FEE TABLE AND IN THE EXAMPLE.

                    RESPONSE 3. The Order Processing Fee is not a fee imposed by
                    the Fund. It is a fee that Morgan Stanley DW Inc. charges
                    its clients. Therefore, it should not be included in the fee
                    table, as a footnote to the fee table or in the Example.

COMMENT 4.  IF A DESCRIPTION OF THE FUND'S POLICIES AND PROCEDURES WITH RESPECT
            TO THE DISCLOSURE OF THE FUND'S PORTFOLIO SECURITIES IS AVAILABLE ON
            THE FUND'S WEBSITE, PLEASE SO STATE IN THE PROSPECTUS.

                    RESPONSE 4. Such a description does not appear on the Fund's
                    website.

COMMENT 5.  HAVE FUND SHAREHOLDERS APPROVED THE AMENDED AND RESTATED INVESTMENT
            ADVISORY AGREEMENT?

                    RESPONSE 5. The Fund's investment advisory agreement was
                    amended and restated to remove the administrative services
                    component from the Management Agreement and to reduce the
                    investment advisory fee. The administrative services
                    previously provided to the Fund by the Investment Adviser
                    are being provided by Morgan Stanley Services Company Inc.
                    ("Administrator") pursuant to a separate administration
                    agreement entered into by the Fund with the Administrator.
                    Such change resulted in a reduction in the advisory fee
                    concurrent with the implementation of an administration fee
                    equal to the amount of the advisory fee reduction pursuant
                    to the new administration agreement. Shareholder approval
                    was not required.

COMMENT 6.  CONSIDER ADDING ADDITIONAL DISCLOSURE REGARDING FAIR VALUATION TO
            THE SECTION "PRICING FUND SHARES".

                    RESPONSE 6. We respectfully acknowledge the comment, but
                    believe the current disclosure is sufficient.

COMMENT 7.  SUPPLEMENTALLY DISCUSS WHETHER WRITTEN NOTICE WITH RESPECT TO THE
            FUND'S POLICY "TO REJECT, LIMIT OR PROHIBIT EXCHANGES WITHOUT PRIOR
            NOTICE, AT ITS SOLE DISCRETION ..." SET FORTH IN THE "LIMITATIONS ON
            EXCHANGES" SECTION OF THE PROSPECTUS HAS BEEN ADEQUATELY PROVIDED TO
            INVESTORS IN ACCORDANCE WITH RULE 11A-3. CLARIFY THAT THE FUND WOULD
            ONLY REJECT THE PURCHASE PORTION OF AN EXCHANGE REQUEST.

                    RESPONSE 7. The Fund's ability to reject, limit or prohibit
                    exchanges is designed to offer the Fund flexibility to
                    address market timing abuses as they occur. The Release
                    adopting the rules requiring enhanced market timing
                    disclosure specifically authorizes such a policy provided it
                    is disclosed in the Fund's prospectus. Further, written
                    notice of the policy,

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                    as disclosed in the Fund's prospectus, is consistent with
                    the provisions of Rule 11a-3(b)(6)(ii). Exchange requests
                    consist of a redemption of Fund shares and a simultaneous
                    purchase of another fund's shares. The Fund reserves the
                    right to reject any exchange request for any reason. The
                    Fund would not reject a valid redemption request.

COMMENT 8.  CONSIDER ADDING ADDITIONAL DISCLOSURE REGARDING REVENUE SHARING TO
            THE SECTION "ADDITIONAL INFORMATION".

                    RESPONSE 8. We respectfully acknowledge the comment, but
                    believe the current disclosure is sufficient.

COMMENT 9.  IN THE SECTION TITLED "FUND MANAGEMENT", (1) PLEASE CLARIFY WHETHER
            THERE ARE MEMBERS OF THE PORTFOLIO MANAGEMENT TEAM THAT ARE INVOLVED
            WITH THE MANAGEMENT OF THE FUND THAT ARE NOT DISCLOSED IN THE
            PROSPECTUS, AND (2) EXPLAIN SUPPLEMENTALLY WHETHER THE FOLLOWING
            SENTENCE IS CONSISTENT WITH ITEM 5(a)(2) AND ITEM 15(a) OF
            FORM N-1A: "THE COMPOSITION OF THE PORTFOLIO MANAGEMENT TEAM MAY
            CHANGE WITHOUT NOTICE FROM TIME TO TIME."

                    RESPONSE 9. The Fund has revised the disclosure to clarify
                    the team and its members jointly and primarily responsible
                    for the day-to-day management of the Fund.

                              The referenced disclosure states that the
                    composition of the team may change without notice from time
                    to time. We note supplementally that to the extent that a
                    team member with primary responsibility for the day-to-day
                    management of the Fund's portfolio changes, the Fund intends
                    to supplement its Prospectus and its Statement of Additional
                    Information with the information required by Item 5(a)(2)
                    and Item 15(a) for such team member.

COMMENT 10. IN THE "FEES AND EXPENSES" SECTION OF THE PROSPECTUS, CONSIDER
            MOVING THE FOOTNOTES TO AFTER THE EXAMPLE.

                    RESPONSE 10. We respectfully acknowledge the comment, but
                    believe the current placement of the footnote is
                    appropriate. The footnotes refer to the Annual Fund
                    Operating Expenses and although arguably the Annual Fund
                    Operating Expenses and the Example constitute the "Fee
                    Table", we believe that to move the footnotes to below the
                    Example would diminish the impact of the information and
                    could result in a shareholder being unable to locate the
                    footnotes.

COMMENT 11. SUPPLEMENTALLY CONFIRM THAT THE DISCUSSION REGARDING THE BASIS FOR
            THE BOARD OF TRUSTEES' APPROVAL OF THE INVESTMENT ADVISORY AGREEMENT
            APPEARS IN THE FUND'S ANNUAL REPORT TO SHAREHOLDERS.

                    RESPONSE 11. The noted discussion appears in the Fund's
                    annual report to shareholders.

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COMMENT 12. TO THE EXTENT THAT THE FUND INVESTS IN CONVERTIBLE SECURITIES
            RATED BELOW INVESTMENT GRADE, PLEASE INCLUDE THE RELEVANT RISK
            DISCLOSURE.

                    RESPONSE 12. The relevant risk disclosure has been added to
                    the Prospectus section entitled "Principal Risks" and also
                    in the Fund's Statement of Additional Information.

COMMENT 13. IN CONNECTION WITH THE FUND'S USE OF FORWARD FOREIGN CURRENCY
            EXCHANGE CONTRACTS, PLEASE CONFIRM THE APPROPRIATE USE OF
            "SEGREGATING ASSETS" AND INCLUSION OF APPLICABLE DISCLOSURE.

                    RESPONSE 13. The applicable disclosure is included in the
                    Fund's Statement of Additional Information.

            COMMENTS TO THE SAI

COMMENT 14. IN THE SECTION ENTITLED "FUND MANAGEMENT - PORTFOLIO MANAGER
            COMPENSATION STRUCTURE," (1) INCLUDE ONLY THE DISCRETIONARY
            COMPENSATION RECEIVED BY THE PORTFOLIO MANAGERS OF THE FUND DURING
            THE LAST YEAR AND (2) CONFIRM THAT YOU ARE PROVIDING THE REQUESTED
            INFORMATION.

                    RESPONSE 14. We believe the current disclosure is in
                    compliance with SEC Release 2004-89. This Release requires
                    that the SAI include disclosure regarding the structure of,
                    and the method used to determine, the compensation of its
                    portfolio managers. The Release notes that the purpose of
                    this disclosure is to help investors better understand a
                    portfolio manager's incentives in managing a fund and to
                    shed light on possible conflicts of interest that could
                    arise when a portfolio manager manages other accounts.
                    Therefore, in order to achieve this purpose, the disclosure,
                    in our view, should include all possible forms of
                    compensation that are available to the portfolio manager in
                    connection with managing the portfolio and other accounts.
                    Please note that we revised the disclosure to clarify that
                    investment performance, upon which a portfolio manager's
                    compensation is linked, is calculated for one-, three-, and
                    five-year periods measured against a fund's/account's
                    primary benchmark, indices and/or peer groups, where
                    applicable.

COMMENT 15. PLEASE REVISE THE "DISCLOSURE OF PORTFOLIO HOLDINGS" SECTION TO
            CLARIFY WHAT TIME LAG THERE IS WITH RESPECT TO DISSEMINATION OF
            PUBLIC PORTFOLIO HOLDINGS INFORMATION. PLEASE SUPPLEMENTALLY DISCUSS
            WHY PERSONS WHO OWE A DUTY OF TRUST OR CONFIDENCE TO THE FUND MAY
            RECEIVE NON-PUBLIC PORTFOLIO HOLDINGS INFORMATION WITHOUT ENTERING
            INTO A NON-DISCLOSURE AGREEMENT. PLEASE PROVIDE A LIST OF ALL
            ONGOING ARRANGEMENTS.

                    RESPONSE 15. We respectfully acknowledge the comment, but
                    believe the current disclosure is sufficient. Persons who
                    owe a duty of trust or

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                    confidence to the Fund (such as lawyers and accountants)
                    have non-disclosure obligations with respect to many kinds
                    of information concerning the Fund, including non-public
                    portfolio holdings information. Requiring such persons to
                    enter into a non-disclosure agreement would be redundant. A
                    current list of all ongoing arrangements has been added to
                    the definitive SAI.

As you have requested and consistent with SEC Release 2004-89, the Fund hereby
acknowledges that:

-     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 (630) 684-6301. Thank you.

Sincerely,

/s/ Elizabeth Nelson

Elizabeth Nelson

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