<PAGE>
SUPPLEMENT DATED FEBRUARY 14, 1997
TO THE PROSPECTUS DATED JANUARY 31, 1997
MONEY MARKET PORTFOLIO
FIXED INCOME PORTFOLIO
HIGH YIELD PORTFOLIO
CORE EQUITY PORTFOLIO
GROWTH PORTFOLIO
VALUE PORTFOLIO
MID CAP GROWTH PORTFOLIO
MID CAP VALUE PORTFOLIO
U.S. REAL ESTATE PORTFOLIO
INTERNATIONAL FIXED INCOME PORTFOLIO
EMERGING MARKETS DEBT PORTFOLIO
GLOBAL EQUITY PORTFOLIO
INTERNATIONAL MAGNUM PORTFOLIO
EMERGING MARKETS EQUITY PORTFOLIO
ASIAN EQUITY PORTFOLIO
BALANCED PORTFOLIO
MULTI-ASSET-CLASS PORTFOLIO
PORTFOLIOS OF THE
MORGAN STANLEY UNIVERSAL FUNDS, INC. (THE "FUND")
P.O. BOX 2798
BOSTON, MASSACHUSETTS
02208-2798
----------------
On February 5, 1997, Morgan Stanley Group Inc. and Dean Witter, Discover &
Co. announced that they had entered into an Agreement and Plan of Merger to
form Morgan Stanley, Dean Witter, Discover & Co. Morgan Stanley Group Inc. is
the direct and indirect parent, respectively, of Morgan Stanley Asset
Management Inc. and Miller Anderson & Sherrerd, LLP, the Fund's investment
advisers. Subject to certain conditions being met, it is currently anticipated
that the transaction will close in mid-1997. Thereafter, Morgan Stanley Asset
Management Inc. and Miller Anderson & Sherrerd, LLP will be subsidiaries of
Morgan Stanley, Dean Witter, Discover & Co.
Dean Witter, Discover & Co. is a financial services company with three major
businesses: full service brokerage, credit services and asset management.
----------------
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
<PAGE>
MORGAN STANLEY UNIVERSAL FUNDS, INC.
SUPPLEMENT DATED FEBRUARY 14, 1997
TO THE PROSPECTUS DATED JANUARY 31, 1997
----------------
On February 5, 1997, Morgan Stanley Group Inc. and Dean Witter, Discover &
Co. announced that they had entered into an Agreement and Plan of Merger to form
Morgan Stanley, Dean Witter, Discover & Co. Morgan Stanley Group Inc. is the
direct parent of Morgan Stanley Asset Management Inc., the investment adviser
to the portfolios offered by the Prospectus. Subject to certain conditions being
met, it is currently anticipated that the transaction will close in mid-1997.
Thereafter, Morgan Stanley Asset Management Inc. will be a subsidiary of Morgan
Stanley, Dean Witter, Discover & Co.
Dean Witter, Discover & Co. is a financial services company with three
major businesses: full service brokerage, credit services and asset management.
-------------
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
<PAGE>
SUPPLEMENT DATED FEBRUARY 14, 1997
TO THE PROSPECTUS DATED JANUARY 13, 1997
FIXED INCOME PORTFOLIO
HIGH YIELD PORTFOLIO
GROWTH PORTFOLIO
VALUE PORTFOLIO
MID CAP VALUE PORTFOLIO
GLOBAL EQUITY PORTFOLIO
INTERNATIONAL MAGNUM PORTFOLIO
EMERGING MARKETS EQUITY PORTFOLIO
PORTFOLIOS OF THE
MORGAN STANLEY UNIVERSAL FUNDS, INC. (THE "FUND")
P.O. BOX 2798
BOSTON, MASSACHUSETTS
02208-2798
----------------
On February 5, 1997, Morgan Stanley Group Inc. and Dean Witter, Discover &
Co. announced that they had entered into an Agreement and Plan of Merger to
form Morgan Stanley, Dean Witter, Discover & Co. Morgan Stanley Group Inc. is
the direct and indirect parent, respectively, of Morgan Stanley Asset
Management Inc. and Miller Anderson & Sherrerd, LLP, the Fund's investment
advisers. Subject to certain conditions being met, it is currently anticipated
that the transaction will close in mid-1997. Thereafter, Morgan Stanley Asset
Management Inc. and Miller Anderson & Sherrerd, LLP will be subsidiaries of
Morgan Stanley, Dean Witter, Discover & Co.
Dean Witter, Discover & Co. is a financial services company with three major
businesses: full service brokerage, credit services and asset management.
----------------
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
<PAGE>
SUPPLEMENT DATED FEBRUARY 14, 1997
TO THE PROSPECTUS DATED OCTOBER 1, 1996
EMERGING MARKETS EQUITY PORTFOLIO
A PORTFOLIO OF THE
MORGAN STANLEY UNIVERSAL FUNDS, INC.
P.O. BOX 2798
BOSTON, MASSACHUSETTS
02208-2798
----------------
On February 5, 1997, Morgan Stanley Group Inc. and Dean Witter, Discover &
Co. announced that they had entered into an Agreement and Plan of Merger to
form Morgan Stanley, Dean Witter, Discover & Co. Morgan Stanley Group Inc. is
the direct parent of Morgan Stanley Asset Management Inc., the investment
adviser to the Portfolio offered by the Prospectus. Subject to certain
conditions being met, it is currently anticipated that the transaction will
close in mid-1997. Thereafter, Morgan Stanley Asset Management Inc. will be a
subsidiary of Morgan Stanley, Dean Witter, Discover & Co.
Dean Witter, Discover & Co. is a financial services company with three major
businesses: full service brokerage, credit services and asset management.
----------------
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
