CONSENT OF MAYER, BROWN, ROWE & MAW

     We hereby consent to the reference to our firm under the caption "Fund
Counsel" in the Statement of Additional Information comprising a part of
Post-Effective Amendment No. 48 to the Form N-1A Registration Statement of
Morgan Stanley Institutional Fund, Inc., File No. 33-23166. We do not thereby
admit that we are within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933 or the rules and regulations of the
Securities and Exchange Commission thereunder.



                                       MAYER, BROWN, ROWE & MAW


New York, NY
April 30, 2002