Exhibit 99.(a)(28)

MORGAN STANLEY INSTITUTIONAL FUND, INC.

ARTICLES SUPPLEMENTARY

MORGAN STANLEY INSTITUTIONAL FUND, INC., a Maryland corporation (the “Corporation”), having its principal place of business at 1221 Avenue of the Americas, New York, New York 10020, does hereby certify to the State Department of Assessments and Taxation of Maryland (the “Department”) that:

FIRST: The Corporation is registered as an open-end investment company under the Investment Company Act of 1940.

SECOND: The Board of Directors of the Corporation (the “Board of Directors”), at a meeting duly convened and held on April 25, 2006, adopted resolutions which:

(a)           authorize the Corporation to liquidate the assets, and redeem all of the issued and outstanding shares, of Municipal Money Market Portfolio — Class A, Money Market Portfolio — Class A and Money Market Portfolio — Class B (the “Liquidated Portfolios”); and

(b)           authorize the reduction to zero of the number of shares of common stock classified as shares of each of the Liquidated Portfolios, and the elimination of the Liquidated Portfolios, effective upon completion of the redemption of all of the issued and outstanding shares of the Liquidated Portfolios.

THIRD: The redemption of all of the issued and outstanding shares of each of the Liquidated Portfolios has been completed and no shares of the Liquidated Portfolio are outstanding; and the number of shares of each of the Liquidated Portfolios has been reduced to zero resulting in the decrease in the aggregate number of shares of common stock which the Corporation has authorized to issue from twenty-nine billion (29,000,000,000) shares of common stock to nineteen billion (19,000,000,000) shares of common stock.

FOURTH: As of immediately before the decrease in the number of authorized shares of the Liquidated Portfolios and the aggregate number of authorized shares of stock of all classes, as set forth above, the total number of shares of stock of all classes that the Corporation had authority to issue was twenty-nine billion (29,000,000,000) shares of common stock, having an aggregate par value of thirty-one million dollars ($31,000,000) and designated and classified in the following portfolios and classes:

NAME OF CLASS	NUMBER OF SHARES OF COMMON STOCK CLASSIFIED AND ALLOCATED
Active International Allocation Portfolio – Class A	500,000,000 shares
Active International Allocation Portfolio – Class B	500,000,000 shares
Emerging Markets Debt Portfolio – Class A†	500,000,000 shares
Emerging Markets Debt Portfolio – Class B†	500,000,000 shares
Emerging Markets Portfolio – Class A	500,000,000 shares

Emerging Markets Portfolio – Class B	500,000,000 shares
Focus Equity Portfolio – Class A	500,000,000 shares
Focus Equity Portfolio – Class B	500,000,000 shares
Global Franchise Portfolio – Class A	500,000,000 shares
Global Franchise Portfolio – Class B	500,000,000 shares
Global Value Equity Portfolio — Class A	500,000,000 shares
Global Value Equity Portfolio – Class B	500,000,000 shares
International Equity Portfolio – Class A	500,000,000 shares
International Equity Portfolio – Class B	500,000,000 shares
International Growth Equity Portfolio – Class A	500,000,000 shares
International Growth Equity Portfolio – Class B	500,000,000 shares
International Magnum Portfolio – Class A	500,000,000 shares
International Magnum Portfolio – Class B	500,000,000 shares
International Real Estate Portfolio – Class A	500,000,000 shares
International Real Estate Portfolio – Class B	500,000,000 shares
International Small Cap Portfolio – Class A	1,000,000,000 shares
Large Cap Relative Value Portfolio – Class A	500,000,000 shares
Large Cap Relative Value Portfolio – Class B	500,000,000 shares
Money Market Portfolio – Class A	4,000,000,000 shares
Money Market Portfolio – Class B	2,000,000,000 shares
Municipal Money Market Portfolio – Class A	4,000,000,000 shares
Small Company Growth Portfolio – Class A	500,000,000 shares
Small Company Growth Portfolio – Class B	500,000,000 shares
Systematic Active Large Cap Core Portfolio — Class A	500,000,000 shares
Systematic Active Large Cap Core Portfolio — Class B	500,000,000 shares
Systematic Active Small Cap Core Portfolio — Class A	500,000,000 shares
Systematic Active Small Cap Core Portfolio — Class B	500,000,000 shares
Systematic Active Small Cap Growth Portfolio — Class A	500,000,000 shares
Systematic Active Small Cap Growth Portfolio — Class B	500,000,000 shares
Systematic Active Small Cap Value Portfolio – Class A	500,000,000 shares
Systematic Active Small Cap Value Portfolio — Class B	500,000,000 shares
U.S. large Cap Growth Portfolio – Class A	500,000,000 shares
U.S. large Cap Growth Portfolio – Class B	500,000,000 shares
U.S. Real Estate Portfolio – Class A	500,000,000 shares
U.S. Real Estate Portfolio — Class B	500,000,000 shares
Total	29,000,000,000 shares

†  The par value of all shares of common stock of all portfolios and classes that the Corporation has authority to issue is $0.001 per share, with the exception of the shares of common stock classified as Emerging Markets Debt Portfolio – Class A and Emerging Markets Debt Portfolio – Class B, which have a par value of 30,003 per share.

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FIFTH: After giving effect to the decrease in the number of authorized shares of stock of the Liquidated Portfolios and the aggregate number of authorized shares of stock of all classes, as set forth above, the total number of shares of stock of all classes that the Corporation has authority to issue is nineteen billion (19,000,000,000) shares of common stock, having an aggregate par value of twenty-one million dollars ($21,000,000) and designated and classified in the following portfolios and classes:

NAME OF CLASS	NUMBER OF SHARES  OF COMMON STOCK Classified AND ALLOCATED
Active International Allocation Portfolio – Class A	500,000,000 shares
Active International Allocation Portfolio – Class B	500,000,000 shares
Emerging Markets Debt Portfolio – Class A†	500,000,000 shares
Emerging Markets Debt Portfolio – Class B†	500,000,000 shares
Emerging Markets Portfolio – Class A	500,000,000 shares
Emerging Markets Portfolio – Class B	500,000,000 shares
Focus Equity Portfolio – Class A	500,000,000 shares
Focus Equity Portfolio – Class B	500,000,000 shares
Global Franchise Portfolio – Class A	500,000,000 shares
Global Franchise Portfolio – Class B	500,000,000 shares
Global Value Equity Portfolio – Class A	500,000,000 shares
Global Value Equity Portfolio – Class B	500,000,000 shares
International Equity Portfolio – Class A	500,000,000 shares
International Equity Portfolio – Class B	500,000,000 shares
International Growth Equity Portfolio – Class A	500,000,000 shares
International Growth Equity Portfolio – Class B	500,000,000 shares
International Magnum Portfolio – Class A	500,000,000 shares
International Magnum Portfolio – Class B	500,000,000 shares
International Real Estate Portfolio – Class A	500,000,000 shares
International Real Estate Portfolio – Class B	500,000,000 shares
International Small Cap Portfolio – Class A	1,000,000,000 shares
Large Cap Relative Value Portfolio – Class A	500,000,000 shares
Large Cap Relative Value Portfolio – Class B	500,000,000 shares
Small Company Growth Portfolio – Class A	500,000,000 shares
Small Company Growth Portfolio – Class B	500,000,000 shares
Systematic Active Large Cap Core Portfolio – Class A	500,000,000 shares
Systematic Active Large Cap Core Portfolio – Class B	500,000,000 shares
Systematic Active Small Cap Core Portfolio – Class A	500,000,000 shares
Systematic Active Small Cap Core Portfolio – Class B	500,000,000 shares
Systematic Active Small Cap Growth Portfolio – Class A	500,000,000 shares
Systematic Active Small Cap Growth Portfolio – Class B	500,000,000 shares
Systematic Active Small Cap Value Portfolio – Class A	500,000,000 shares
Systematic Active Small Cap Value Portfolio – Class B	500,000,000 shares
U.S. Large Cap Growth Portfolio – Class A	500,000,000 shares
U.S. Large Cap Growth Portfolio – Class B	500,000,000 shares

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U.S. Real Estate Portfolio – Class A	500,000,000 shares
U.S. Real Estate Portfolio – Class B	500,000,000 shares
Total	19,000,000,000 shares

†  The par value of all shares of common stock of all portfolios and classes that the Corporation has authority to issue is $0.001 per share, with the exception of the shares of common stock classified as Emerging Markets Debt Portfolio – Class A and Emerging Markets Debt Portfolio – Class B, which have a par value of $0.003 per share.

SIXTH: The number of shares of stock of the Liquidated Portfolios, and the aggregate number of shares of stock of all classes, that the Corporation has authority to issue has been decreased by the Board of Directors in accordance with Section 2-105(c) of the Maryland General Corporation Law.

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IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be signed in its name and on its behalf by its President and attested to on its behalf by its Secretary on this 24th day of  August, 2006.

MORGAN STANLEY INSTITUTIONAL FUND, INC.
By:	/s/ Ronald E. Robison
	Ronald E. Robison
	President

ATTEST:

/s/ Mary E. Mullin

Mary E. Mullin

Secretary

THE UNDERSIGNED, President of MORGAN STANLEY INSTITUTIONAL FUND, INC., who executed on behalf of the Corporation the foregoing Articles Supplementary of which this certificate is made a part, hereby acknowledges, in the name and on behalf of the Corporation, the foregoing Articles Supplementary to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned President acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

/s/ Ronald E. Robison

Ronald E. Robison

President

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