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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
Morgan Stanley India Investment Fund, Inc.
- -------------------------------------------------------------------
(Name of Issuer)
Common Stock
- -------------------------------------------------------------------
(Title of Class of Securities)
61745C10
- --------------
(CUSIP NUMBER)
Check the following box if a fee is being paid with this statement.[ ] (A fee
is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 (the "1934 Act") or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
<PAGE>
Page 2 of 7 Pages
CUSIP NO. 61745C10 13G
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mercury Asset Management Group Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
England
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
NONE
6. SHARED VOTING POWER
1,255,100
7. SOLE DISPOSITIVE POWER
1,255,100
8. SHARED DISPOSITIVE POWER
NONE
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
NONE (ownership disclaimed pursuant to Section 13d-4 of the 1934 Act)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.6%
12. TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILING OUT!
<PAGE>
Page 3 of 7 Pages
SCHEDULE 13G
ITEM 1 (a) Name of Issuer:
--------------
Morgan Stanley India Investment Fund, Inc. (the "Company")
ITEM 1 (b) Address of Issuer's Principal Executive Offices:
-----------------------------------------------
1221 Avenue of the Americas
New York, NY 10020
ITEM 2 (a) Name of Persons Filing:
---------------------
Mercury Asset Management Group Ltd.
ITEM 2 (b) Address of Principal Business Office or, if none, Residence:
-----------------------------------------------------------
33 King William Street
London EC4R9AS
England
ITEM 2 (c) Citizenship:
-----------
See Item 4 of Cover Pages
ITEM 2 (d) Title of Class of Securities:
----------------------------
Common Stock
ITEM 2 (e) CUSIP NUMBER:
See Cover Page
<PAGE>
Page 4 of 7 Pages
ITEM 3
Mercury Asset Management Group Ltd. is a parent holding company in accordance
with section 240.13d-1(b)(ii)(G).
ITEM 4 Ownership
---------
(a) Amount Beneficially Owned:
See Item 9 of Cover Pages.
(b) Percent of Class:
See Item 11 of Cover Pages
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
See Item 5 of Cover Pages
(ii) shared power to vote or to direct the vote:
See Item 6 of the Cover Pages
(iii) sole power to dispose of or to direct the disposition of:
See Item 7 of Cover Pages
(iv) shared power to dispose of or direct the disposition of:
See Item 8 of Cover Pages
ITEM 5 Ownership of Five Percent or Less of a Class.
--------------------------------------------
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following: [X]
<PAGE>
Page 5 of 7 Pages
ITEM 6 Ownership of More than Five Percent on Behalf of Another Person.
---------------------------------------------------------------
Not applicable
ITEM 7 Identification and Classification of the Subsidiary Which
---------------------------------------------------------
Acquired the Security Being Reported on by the Parent Holding Company.
---------------------------------------------------------------------
SEE EXHIBIT B
ITEM 8 Identification and Classification of Members of the Group.
----------------------------------------------------------
Not Applicable
ITEM 9 Notice of Dissolution of Group.
------------------------------
Not Applicable
ITEM 10 Certification
-------------
By signing below each of the undersigned certifies that, to the best of
their knowledge and belief, the securities referred to above were acquired
and are held in the ordinary course of business and were not acquired and are
not held for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were not
acquired and are not held in connection with or as a participant in any
transaction having such purpose or effect.
<PAGE>
Page 6 of 7 Pages
Signature.
- ---------
After reasonable inquiry and to the best of my knowledge and belief, each
of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: January 28, 1999
Mercury Asset Management Group Ltd.
/s/ Ira P. Shapiro
- -----------------------------
Name: Ira P. Shapiro
Title: Attorney-In-Fact*
- -----------------------------------
*Signed pursuant to a power of attorney, dated November 6, 1998, included as
exhibit A to a Schedule 13G filed with the Securities and Exchange Commission
by Merrill Lynch & Co., Inc. with respect to British Biotech plc.
<PAGE>
Page 7 of 7 Pages
EXHIBIT B
ITEM 7 DISCLOSURE RESPECTING SUBSIDIARIES
The relevant subsidiaries of Mercury Asset Management Group Ltd. are:
(1) Mercury Asset Management Ltd., a corporation primarily engaged in
business of managing portfolio investments for its investment clients,
organized under the laws of England; (ii) Mercury Fund Managers
Limited, a corporation primarily engaged in the business of managing
portfolio investments for its investment clients under the laws of
England; (iii) ML Mercury Asset Management Japan Ltd., a corporation
primarily engaged in the business of managing portfolio investments
for its investment clients organized under the laws of Japan; and (iv)
Mercury Asset Management Channel Islands Ltd., a corporation primarily
engaged in the business of managing portfolio investments for its
clients, organized under the laws of Jersey Channel Island.
