U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
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1. Name and address of issuer:
Morgan Stanley Universal Funds, Inc.
1221 Avenue of the Americas
New York, New York 10020
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2. Name of each series or class of funds for which this notice is
filed:
Morgan Stanley Emerging Markets Equity Portfolio
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3. Investment Company Act File Number: 811-7607
Securities Act File Number: 333-3013
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4. Last day of fiscal year for which this notice is filed:
12/31/96
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5. Check box if this notice is being filed more than 180 days after
the close of the issuer's fiscal year for purposes of reporting
securities sold after the close of th fiscal year but before
termination of the issuer's 24f-2 declaration:
[ ]
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6. Date of termination of issuer's declaration under rule 24f-
2(a)(1), if applicable (see Instruction A.6):
N/A
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7. Number and amount of securities of the same class or series
which had been registered under the Securities Act of 1933 other
than pursuant to rule 24f-2 in a prior fiscal year, but which
remained unsold at the beginning of the fiscal year:
None
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8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
None
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9. Number and aggregate sale price of securities sold during the
fiscal year:
None+
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+ The Fund is a mutual fund designed to provide investment vehicles for
variable annuity contracts and variable life insurance policies and
for certain tax-qualified investors. The Fund is not required to
include securities sold to an unmanaged separate account that issues
interests therein that are registered under the Securities Act and on
which registration fees have been or will be paid. Accordingly, the
Fund is not required to pay a registration fee pursuant to Rule 24f-2
and Instructions B.5 and C.4 of Form 24f-2.
<PAGE>
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10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
None+
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11. Number and aggregate sale price of securities issued during the
fiscal year in connection with dividend reinvestment plans, if
applicable (see Instruction B.7):
None+
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12. Calculation of registration fee:
(i) Aggregate sale price of securities sold
during the fiscal year in reliance
on rule 24f-2 (from Item 10): $ 0+
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(ii) Aggregat price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): + 0+
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(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): - 0
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(iv) Aggregate price of shares redeemed
or repurchased and previously
applied as a reduction to filing fees
pursuant to rule 24e-2 (if applicable): + 0
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(v) Net aggregate price of securities
sold and issued during the fiscal year
in reliance on rule 24f-2 [line (i),
plus line (ii) less line (iii), plus
line (iv))] (if applicable): $ 0+
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(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or other
applicable law or regulation
(see Instruction C.6): x 1/33 of 1%
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(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 0+
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Instruction: Issuers should complete line (ii), (iii), (iv), and (v) only
if the form is being filed within 60 days after the close of
the issuer's fiscal year. See Instruction C.3.
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13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the Commission's
Rules of Informal and Other Procedures (17CFR 202.3a).
[ ]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository: N/A
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SIGNATURES
This report has been signed below by the following persons
on behalf of the issuer and in the capacities and on the dates
indicated.
By (Signature and Title)* /s/ James R. Rooney
----------------------------------------
James R. Rooney, Treasurer
Date February 28, 1997
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* Please print the name and title of the signing officer below the signature.
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+ The Fund is a mutual fund designed to provide investment vehicles for
variable annuity contracts and variable life insurance policies and
for certain tax-qualified investors. The Fund is not required to
include securities sold to an unmanaged separate account that issues
interests therein that are registered under the Securities Act and on
which registration fees have been or will be paid. Accordingly, the
Fund is not required to pay a registration fee pursuant to Rule 24f-2
and Instructions B.5 and C.4 of Form 24f-2.
[LETTERHEAD OF MORGAN, LEWIS & BOCKIUS LLP]
February 26, 1997
Morgan Stanley Universal Funds, Inc.
1221 Avenue of the Americas
New York, New York 10020
Re: Rule 24f-2 Notice for
Morgan Stanley Universal Funds, Inc.
(File Nos. 333-3013 and 811-760
------------------------------------
Gentlemen:
Morgan Stanley Universal Funds, Inc. (the "Fund") is a
corporation organized under the laws of the State of Maryland
with its principal executive offices in New York, New York.
The Fund is an open-end management investment company with
diversified and nondiversified series registered with the
Securities and Exchange Commission (the "Commission") under
the Investment Company Act of 1940, as amended (the "1940
Act"). This opinion relates to shares of common stock, par
value $.001 per share (the "Common Stock"), sold by the Fund
in reliance upon Rule 24f-2 during its initial fiscal period
ended December 31, 1996, the registration of which is made
definite by the filing of the attached Notice.
We have reviewed all proceedings taken by the Fund in
connection with the offer and sale of the shares of Common
Stock which have been offered under prospectuses included as
part of the Fund's Registration Statement on Form N-1A, which
has been filed with the Commission under the Securities Act
of 1933, as amended and the 1940 Act (collectively, the
"Registration Statement").
We are of the opinion that the shares of Common Stock sold
pursuant to the Registration Statement were, when issued in
return for the payment described in the Fund's prospectuses
included as part of the Fund's Registration Statement,
legally issued, fully paid and nonassessable by the Fund.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
cc: Valerie Y. Lewis
