MORGAN STANLEY INSTITUTIONAL FUND INC
N-30B-2, 1995-06-08
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<PAGE>
- --------------------------------------------------
OFFICERS AND DIRECTORS

Frederick B. Whittemore     James W. Grisham
  CHAIRMAN OF THE           VICE PRESIDENT
  BOARD                     Harold J. Schaaff, Jr.
Warren J. Olsen             VICE PRESIDENT
  PRESIDENT AND             Joseph P. Stadler
  DIRECTOR                  VICE PRESIDENT
John P. Britton             Valerie Y. Lewis
  DIRECTOR                  SECRETARY
George R. Bunn, Jr.         Karl Hartmann
  DIRECTOR                  ASSISTANT SECRETARY
A. MacDonald Caputo         Hilary D. Toole
  DIRECTOR                  ASSISTANT SECRETARY
Peter E. de Svastich        James R. Rooney
  DIRECTOR                  TREASURER
Gerard E. Jones             Timothy F. Osborne
  DIRECTOR                  ASSISTANT TREASURER

- ---------------------------------------------
INVESTMENT ADVISER AND ADMINISTRATOR
Morgan Stanley Asset Management Inc.
1221 Avenue of the Americas
New York, New York 10020
- ---------------------------------------------
CUSTODIANS
The United States Trust Company of New York
770 Broadway
New York, New York 10003

Morgan Stanley Trust Company
One Pierrepont Plaza
Brooklyn, New York 11210
- ---------------------------------------------
LEGAL COUNSEL
Morgan, Lewis & Bockius
2000 One Logan Square
Philadelphia, Pennsylvania 19103
- ---------------------------------------------
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP
1177 Avenue of the Americas
New York, New York 10036

- ---------------------------------------------
For current performance, current net asset value, or for assistance with your
account, please contact the Fund at (800) 548-7786. This report is authorized
for distribution only to shareholders and others who have received a copy of the
prospectus of Morgan Stanley Institutional Fund, Inc.

[LOGO] MORGAN STANLEY
       INSTITUTIONAL FUND, INC.
       P.O. Box 2798
       Boston, MA 02208-2798

[LOGO] MORGAN STANLEY
       INSTITUTIONAL FUND, INC.

                           EMERGING GROWTH PORTFOLIO
                              FIRST QUARTER REPORT
                                 MARCH 31, 1995
<PAGE>
LETTER TO SHAREHOLDERS
- -------

The Emerging Growth Portfolio invests primarily in growth-oriented common stocks
of small-to-medium sized domestic corporations and, to a limited extent, foreign
corporations.  Such  companies generally  have gross  revenues ranging  from $10
million to $750 million.

The total return of  the Portfolio for  the three month  period ended March  31,
1995  was 6.58% as compared to 8.68% for the NASDAQ Composite Index for the same
period. Total return for  the past twelve months  and the average annual  return
for  the five year period ended March 31, 1995 and for the period from inception
in November  1989  through  March  31, 1995,  were  10.62%,  9.99%  and  10.68%,
respectively,  compared to  9.92%, 13.93%  and 11.40%  for the  NASDAQ Composite
Index for the same periods.

PERFORMANCE COMPARED TO THE NASDAQ
COMPOSITE INDEX1

<TABLE>
<CAPTION>
                                      TOTAL RETURNS(2)
                  ---------------------------------------------------------
                                                               AVERAGE
                                          AVERAGE ANNUAL     ANNUAL SINCE
                     YTD       ONE YEAR      FIVE YEAR        INCEPTION
                  ----------  ----------  ---------------  ----------------
<S>               <C>         <C>         <C>              <C>
PORTFOLIO.......       6.58%      10.62%          9.99%           10.68%
INDEX...........       8.68        9.92          13.93            11.40
<FN>
- -------------
1.  The NASDAQ Composite is an unmanaged index of common stocks.
2.  Total returns for the  Portfolio reflect expenses  waived or reimbursed,  if
    applicable,  by the  Adviser. Without  such waiver  and reimbursement, total
    returns would be lower.
</TABLE>

PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE.

The 6.6% gain in the MSIF Emerging Growth Portfolio in the first quarter of 1995
was a continuation of the strong uptrend  that was reported for the second  half
of  1994. The Lipper Small  Growth Fund Index was  up a bit less  at 5.6% in the
first quarter, so  it was  a good  performance period  on both  an absolute  and
relative basis.

The  broader U.S. stock market was also  quite buoyant in the first three months
of 1995 with  a 9.0% return  for the  S&P 500 (excluding  dividends). The  sharp
rally  in the  bond market  since last  November and  the consequent  decline in
long-term interest  rates  has  provided  a  favorable  backdrop  for  equities.
Increasing  belief that the Federal Reserve may have engineered a glidepath to a
soft landing for the U.S. economy was also a positive factor. While difficult to
quantify, the recent  disappointing investment  returns in  foreign markets  may
also  be having a beneficial effect in drawing money to U.S. equity investments.
Most important of all, U.S. corporations are showing very strong earnings  gains
and providing fundamental support for share prices.

One  of the anomalies of the first quarter was the capitalization size effect on
performance where large  capitalization stocks generally  performed much  better
than  the smaller capitalization group. Standard  & Poor's now has three indexes
that  capture  the  large  (S&P  500),  mid  (S&P  400),  and  small  (S&P  600)
capitalization  sectors of  the market.  The S&P  600 Small  Cap Index  was just
introduced in October 1994. Excluding dividends, the large-cap S&P 500 increased
9.0% in the first quarter, the mid-cap S&P 400 rose 7.6%, and the small-cap  S&P
600  gained only 4.4%. Emerging growth stocks were the best performing small-cap
style, but still  generally underperformed the  large cap sectors.  Part of  the
reason  for the large cap outperformance may  have been the weakness in the U.S.
dollar. Many big companies are multinationals  with 40% - 60% of their  business
outside  of the U.S., compared  to only 5% - 25%  for the typical small company.
The weak dollar  results in  greater currency-related earnings  gains for  large
companies  versus small ones. The market seemed  to recognize this effect in the
first quarter. As  a result  of the strong  large-cap performance  in the  first
quarter,  the relative valuation attractiveness of  small growth stocks has been
further enhanced.

Our outlook for emerging growth  stocks during 1995/1996 remains very  positive.
Valuations  continue to be  reasonable and relative  earnings gains should favor
growth stocks rather than cyclical companies.  The major caveat would be if  the
U.S.    stock    market    were    to    enter    a    bear    phase.    We   do

                                       1
<PAGE>
not see a  bear market in  the near future,  but the above-average  beta of  the
Emerging  Growth Portfolio does not provide  defensive characteristics in a down
market.

The performance of the Emerging Growth Portfolio in the first quarter was  again
led  by  technology stocks,  particularly semiconductors,  semiconductor capital
equipment, and computer  software. Some  of the  best performing  stocks in  the
Portfolio  in these  areas were Xilinx,  gaining 14.3%,  Electroglas, 31.1%, and
Progress Software, 37.7%. The healthcare sector also continued the recovery from
the bottom reached in April 1993 with first quarter gains of 35.5% in  Medaphis,
27.8% for Vencor, and 20.5% for Biomet.

The  restaurant stocks rebounded in the first  quarter after a very poor year in
1994. Price/earnings  ratios for  restaurant  stocks had  declined to  very  low
levels  creating attractive valuations despite  some slowing in industry growth.
Sonic Corp. (gaining  29.6% in the  quarter) is our  largest restaurant  holding
followed  by  Cracker  Barrel Old  Country  Store (gaining  20.9%).  We recently
eliminated our position in Brinker International since we believe there are more
attractive restaurant industry investments at the present time. While the  broad
consumer  part of the  Portfolio was buoyed by  restaurant stocks, the retailing
sector continued to  be difficult. Consumer  spending is erratic  month-to-month
and the market is currently ignoring retail stocks. However, like the restaurant
stocks last year, specialty retail stock valuations are becoming very attractive
and  we have been adding to our positions in Bed, Bath & Beyond (declining 17.5%
in the first  quarter), Central Tractor  Farm & Country  (declining 12.1%),  and
Helig Meyers (declining 12.0%).

The  business services  sector has been  one of the  Portfolio's most consistent
performers on a long term basis. Most of these companies have a high  percentage
of  stable, recurring revenues and  rarely disappoint our earnings expectations.
They never seem to be spectacular in  any one quarter, but tend to deliver  more
stable  returns than  such highly volatile  areas as  technology and healthcare.
Some of our favorite businesses in this area are CUC International (credit  card
enhancement  services), Cintas (uniform rentals  and laundry), and Viking Office
Products (Mail order office supplies).

At the end of the first quarter, the Portfolio was diversified in 71 stocks with
a cash reserve of 5.6% of net assets. The market value of the net assets of  the
Portfolio  was  $127.4  million.  The  ten  largest  holdings  in  the Portfolio
comprised 23.4% of the net assets.

                              TEN LARGEST HOLDINGS

<TABLE>
<CAPTION>
                                             PERCENT OF
COMPANY                                      NET ASSETS
- ------------------------------------------  -------------
<S>                                         <C>
Xilinx....................................         3.4%
CUC International.........................         2.7
Linear Technology.........................         2.6
Informix..................................         2.4
Healthsource..............................         2.2
Viking Office Products....................         2.1
Progress Software.........................         2.0
First Financial Management................         2.0
SunGard Data Systems......................         2.0
R.P. Scherer..............................         2.0
                                                   ---
                                                  23.4%
                                                   ---
                                                   ---
</TABLE>

- ----------
THE PERFORMANCE RESULTS PROVIDED ARE FOR INFORMATIONAL PURPOSES ONLY AND  SHOULD
NOT  BE CONSTRUED  AS A  GUARANTEE OF  THE PORTFOLIO'S  FUTURE PERFORMANCE. PAST
PERFORMANCE SHOWN IS NOT PREDICTIVE OF FUTURE PERFORMANCE. INVESTMENT RETURN AND
PRINCIPAL VALUE WILL FLUCTUATE SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED,  MAY
BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST.

                                       2
<PAGE>
INVESTMENTS (UNAUDITED)
- ---------
MARCH 31, 1995
<TABLE>
<CAPTION>
                                                   VALUE
 SHARES                                            (000)
- --------                                         ---------
<C>        <S>                                   <C>
COMMON STOCKS (94.7%)
  CAPITAL GOODS/CONSTRUCTION (0.6%)
    ENVIRONMENTAL CONTROLS (0.6%)
  50,000    Western Waste Industries             $     806
                                                 ---------
  CONSUMER-CYCLICAL (21.6%)
    AUTOMOTIVE (1.5%)
  60,000    Pep Boys-Manny, Moe & Jack               1,860
                                                 ---------
    FOOD SERVICE & LODGING (7.5%)
  99,000    Bertucci's, Inc.                           842
  21,200    Brinker International, Inc.                352
  80,000    Cheesecake Factory, Inc.                 1,480
  90,000    Cracker Barrel Old Country Store,
             Inc.                                    2,003
  50,000    Hospitality Franchise Systems,
             Inc.                                    1,600
  80,000    ShoLodge, Inc.                           1,160
  80,000    Sonic Corp.                              2,080
                                                 ---------
                                                     9,517
                                                 ---------
    LEISURE RELATED (0.0%)
   4,740    National Gaming Corp.                       40
                                                 ---------
    PRINTING & PUBLISHING (2.5%)
  44,700    Lee Enterprises, Inc.                    1,581
  29,700    Scholastic Corp.                         1,611
                                                 ---------
                                                     3,192
                                                 ---------
    RETAIL-GENERAL (10.1%)
  85,000    Bed, Bath & Beyond, Inc.                 2,104
  90,000    Central Tractor Farm & Country,
             Inc.                                    1,148
  70,000    Dress Barn, Inc.                           683
  70,000    General Nutrition Cos., Inc.             1,942
  70,000    Heilig Meyers Co.                        1,531
  40,000    Kohl's Corp.                             1,770
  80,000    Lechters, Inc.                           1,320
  80,000    Sunglass Hut International, Inc.         2,340
                                                 ---------
                                                    12,838
                                                 ---------
  TOTAL CONSUMER-CYCLICAL                           27,447
                                                 ---------
  CONSUMER-STAPLES (25.1%)
    DRUGS (5.5%)
  50,000    Forest Laboratories, Inc.                2,381
  40,000    Genzyme Corp. - General Division         1,550
  80,000    Immucor, Inc.                              540
  50,000    Scherer (R.P.) Corp.                     2,513
                                                 ---------
                                                     6,984
                                                 ---------
    HEALTH CARE SUPPLIES & SERVICES (19.6%)
  50,000    Arrow International, Inc.                1,712

<CAPTION>
                                                   VALUE
 SHARES                                            (000)
- --------                                         ---------
<C>        <S>                                   <C>
  41,600    Ballard Medical Products             $     525
 100,000    Biomet, Inc.                             1,675
  80,000    Haemonetics Corp.                        1,160
  55,000    Health Management, Inc.                  1,031
  65,000    Health Management Systems, Inc.          2,372
  60,000    Healthsource, Inc.                       2,843
  55,000    HEALTHSOUTH Rehabilitation Corp.         2,234
  50,000    IDEXX Laboratories, Inc.                 2,075
  85,000    Mariner Health Group, Inc.               1,647
  50,000    Physician Corp. of America               1,125
  90,000    Quantum Health Resources, Inc.           1,868
  65,000    Vencor, Inc.                             2,316
  75,000    Vivra, Inc.                              2,419
                                                 ---------
                                                    25,002
                                                 ---------
  TOTAL CONSUMER-STAPLES                            31,986
                                                 ---------
  FINANCE (7.0%)
    BANKING (1.1%)
  45,000    State Street Boston Corp.                1,434
                                                 ---------
    FINANCIAL SERVICES (3.6%)
 100,000    Cash America International, Inc.           700
  35,000    First Financial Management Corp.         2,529
  75,000    SEI Corp.                                1,388
                                                 ---------
                                                     4,617
                                                 ---------
    INSURANCE (2.3%)
  50,000    Mutual Risk Management Ltd.              1,394
  50,000    NAC Re Corp.                             1,487
                                                 ---------
                                                     2,881
                                                 ---------
  TOTAL FINANCE                                      8,932
                                                 ---------
  MATERIALS (3.4%)
    MISCELLANEOUS MATERIALS & COMMODITIES (3.4%)
  85,000    Viking Office Products, Inc.             2,592
  90,000    X-Rite, Inc.                             1,755
                                                 ---------
  TOTAL MATERIALS                                    4,347
                                                 ---------
  SERVICES (9.1%)
    PROFESSIONAL SERVICES (9.1%)
  60,000    Cintas Corp.                             2,250
  90,000    CUC International, Inc.                  3,499
 110,000    G & K Services, Inc., Class A            2,035
  32,400    Medaphis Corp.                           2,025
  50,000    Premier Industrial Corp.                 1,181
  46,800    Vallen Corp.                               655
                                                 ---------
  TOTAL SERVICES                                    11,645
                                                 ---------
</TABLE>

                                       3
<PAGE>
<TABLE>
<CAPTION>
                                                   VALUE
 SHARES                                            (000)
- --------                                         ---------
<C>        <S>                                   <C>
  TECHNOLOGY (27.9%)
    ELECTRONICS (13.0%)
  39,200    Electroglas, Inc.                    $   1,715
  55,000    Fusion Systems Corp.                     1,609
  24,600    Level One Communications, Inc.             400
  60,000    Linear Technology, Inc.                  3,330
  62,000    Maxim Integrated Products, Inc.          2,248
  40,000    Molex, Inc., Class A                     1,350
  50,000    Sensormatic Electronics                  1,400
  65,000    Xilinx, Inc.                             4,387
                                                 ---------
                                                    16,439
                                                 ---------
    OFFICE EQUIPMENT (13.4%)
  70,000    BISYS Group, Inc.                        1,584
  55,000    Compuware Corp.                          2,007
  60,000    Concord EFS Corp.                        1,635
  60,000    EMC Corp.                                1,005
  90,000    Informix Corp.                           3,094
  50,000    Progress Software Corp.                  2,563
  50,000    SPS Transaction Services, Inc.           1,750
  55,000    SunGard Data Systems, Inc.               2,516
  20,000    Wall Data, Inc.                            915
                                                 ---------
                                                    17,069
                                                 ---------
    TELECOMMUNICATIONS (1.5%)
  70,000    Banyan Systems, Inc.                     1,032
  40,000    Mobile Telecommunications
             Technologies Corp.                        925
                                                 ---------
                                                     1,957
                                                 ---------
  TOTAL TECHNOLOGY                                  35,465
                                                 ---------
TOTAL COMMON STOCKS (Cost $87,644)                 120,628
                                                 ---------
<CAPTION>

  FACE
 AMOUNT                                            VALUE
 (000)                                             (000)
- --------                                         ---------
<C>        <S>                                   <C>
SHORT-TERM INVESTMENT (5.6%)
  US GOVERNMENT AND AGENCY OBLIGATION (5.6%)
$  7,200    Federal Home Loan Bank
             Discount Note, 5.92%, 4/04/95
              (Cost $7,197)                      $   7,197
                                                 ---------
TOTAL INVESTMENTS (100.3%) (Cost $94,841)          127,825
                                                 ---------
OTHER ASSETS AND LIABILITIES (-0.3%)
  Other Assets                                         136
  Liabilities                                         (577)
                                                 ---------
                                                      (441)
                                                 ---------

NET ASSETS (100%)                                $ 127,384
                                                 ---------
                                                 ---------
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE
PER SHARE
  Applicable to 7,414,386 outstanding $.001
  par value shares (authorized 500,000,000
  shares)                                        $   17.18
                                                 ---------
                                                 ---------
<FN>
- -------------
Interest rate disclosed for U.S. Government & Agency Discount Note represents
effective yield.
</TABLE>

                                       4
<PAGE>
- --------------------------------------------------
OFFICERS AND DIRECTORS

Frederick B. Whittemore     James W. Grisham
  CHAIRMAN OF THE           VICE PRESIDENT
  BOARD                     Harold J. Schaaff, Jr.
Warren J. Olsen             VICE PRESIDENT
  PRESIDENT AND             Joseph P. Stadler
  DIRECTOR                  VICE PRESIDENT
John P. Britton             Valerie Y. Lewis
  DIRECTOR                  SECRETARY
George R. Bunn, Jr.         Karl Hartmann
  DIRECTOR                  ASSISTANT SECRETARY
A. MacDonald Caputo         Hilary D. Toole
  DIRECTOR                  ASSISTANT SECRETARY
Peter E. de Svastich        James R. Rooney
  DIRECTOR                  TREASURER
Gerard E. Jones             Timothy F. Osborne
  DIRECTOR                  ASSISTANT TREASURER

- ---------------------------------------------
INVESTMENT ADVISER AND ADMINISTRATOR
Morgan Stanley Asset Management Inc.
1221 Avenue of the Americas
New York, New York 10020
- ---------------------------------------------
CUSTODIANS
The United States Trust Company of New York
770 Broadway
New York, New York 10003

Morgan Stanley Trust Company
One Pierrepont Plaza
Brooklyn, New York 11210
- ---------------------------------------------
LEGAL COUNSEL
Morgan, Lewis & Bockius
2000 One Logan Square
Philadelphia, Pennsylvania 19103
- ---------------------------------------------
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP
1177 Avenue of the Americas
New York, New York 10036

- ---------------------------------------------
For current performance, current net asset value, or for assistance with your
account, please contact the Fund at (800) 548-7786. This report is authorized
for distribution only to shareholders and others who have received a copy of the
prospectus of Morgan Stanley Institutional Fund, Inc.

[LOGO] MORGAN STANLEY
       INSTITUTIONAL FUND, INC.
       P.O. Box 2798
       Boston, MA 02208-2798

[LOGO] MORGAN STANLEY
       INSTITUTIONAL FUND, INC.

                         INTERNATIONAL EQUITY PORTFOLIO
                              FIRST QUARTER REPORT
                                 MARCH 31, 1995
<PAGE>
LETTER TO SHAREHOLDERS
- -------

The  investment  objective of  the International  Equity Portfolio  is long-term
capital appreciation through investment primarily  in common stocks of  non-U.S.
issuers.  Common stocks for this purpose  include common stocks and equivalents,
such as securities convertible into common stocks, and securities having  common
stock characteristics, such as rights and warrants to purchase common stocks.

For the three month period ended March 31, 1995 the Portfolio had a total return
of  -1.10%  against  an  increase  of  1.86%  for  the  Morgan  Stanley  Capital
Intenational (MSCI) EAFE Index. The total  return for the one year period  ended
March  31, 1995, the average annual return  for the five year period ended March
31, 1995 and the average  annual total return for  the period from inception  in
August 1989 through March 31, 1995 were 3.55%, 9.94% and 9.94%, respectively, as
compared to 6.08%, 6.46% and 2.42% for the Index for the same periods.

PERFORMANCE COMPARED TO THE MORGAN STANLEY CAPITAL INTERNATIONAL (MSCI) EAFE
INDEX1

<TABLE>
<CAPTION>
                                    TOTAL RETURNS2
              ----------------------------------------------------------
                                          AVERAGE
                                        ANNUAL FIVE     AVERAGE ANNUAL
                 YTD        ONE YEAR        YEAR       SINCE INCEPTION
              ----------  ------------  ------------  ------------------
<S>           <C>         <C>           <C>           <C>
PORTFOLIO...      -1.10%        3.55%         9.94%            9.94%
INDEX.......       1.86         6.08          6.46             2.42
<FN>
- -------------
1.  The  MSCI EAFE  Index is  an unmanaged index  of common  stocks and includes
    Europe, Australia  and the  Far East  (assumes dividends  reinvested net  of
    withholding taxes).
2.  Total  returns for the Portfolio reflect  expenses waived and reimbursed, if
    applicable, by the  Adviser. Without  such waiver  and reimbursement,  total
    returns would be lower.
</TABLE>

PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE.

The  Portfolio lagged  its benchmark  during the  period under  review due  to a
combination of  currency  movements,  foreign exchange  hedges  and  weak  stock
selection.  The  single positive  feature was  the  beneficial effects  from the
underweight position in the Japanese stock market.

The dominant feature of the  first quarter was the  abject weakness of the  U.S.
dollar  against the deutsche  mark and the  Japanese yen. It  is noteworthy that
both the U.S.  bond market  and stock market  regarded this  development if  not
positively  at least with equanimity while the German and Japanese stock markets
reacted  negatively   as  the   global  competitiveness   of  their   respective
manufacturing  sectors eroded significantly during  the quarter. The Portfolio's
overweight position in non-U.S. global manufacturing enter-
prises and its underweighting of domestic stocks was the principal factor behind
the disappointing returns from stock selection during the quarter.

Meanwhile  the  notable   negative  contribution  from   currency  hedging   was
attributable  to value  driven investment decisions  (forward hedges  of yen and
deutsche mark  bloc  currencies) which,  with  the benefit  of  hindsight,  took
insufficient notice of the lack of political will in the United States to defend
the  dollar.  The German  authorities are  proving  similarly insouciant  to the
strength of the deutsche mark, but it is our strong contention that the  current
level  of the yen will force the  Japanese government to change monetary policy.
 Simply stated, this  is a socio-economic  necessity and the  threat to  Japan's
financial  system via  a spate  of manufacturing  bankruptcies should  lead to a
concerted effort to reverse the rise of the yen. If the government fails, a more
unpleasant catalyst will manifest itself in the real economy.

As to the structure  of the Portfolio, after  a disappointing quarter our  value
work  shows  there to  be little  reason  for any  substantial change  to either
industry or country weightings. Despite  the continued weakness of the  Japanese
stock

                                       1
<PAGE>
market, outside the blue chip exporters stocks are expensive on an international
basis and business franchises are generally of a less than compelling quality.

GERMANY

    The  Morgan Stanley Capital International Germany Index increased by 4.0% in
U.S. dollar terms  but declined by  8.2% in  local currency terms  in the  first
quarter  of 1995. As these returns illustrate  it was a difficult period for the
equity market while the deutsche mark continued to be strong. Not  surprisingly,
it  was the  companies in  the export sector  which were  the poorest performers
while the domestic franchise companies such  as retail, were the strongest.  The
outlook for inflation continues to look good despite the wage deal agreed in the
engineering   sector  which  was  above   expectations.  Two  important  factors
contributing to  continued  low inflation  are  the sustained  strength  of  the
deutsche mark and the failure of the unemployment rate to improve. The number of
unemployed  is  now  stable  at  around  8.1  million.  The  German authorities'
confidence about the continued  low level of inflation  was evidenced when  they
unexpectedly  reduced the Discount Rate  by one half of  one percent in the last
week. We are taking  advantage of the  currency market weakness  to add to  some
positions in the Portfolio.

FRANCE

    During  the first quarter  of 1995 the  Morgan Stanley Capital International
France Index increased by 12.4% in U.S. dollar terms and by 1.0% in French franc
terms. These increases make it the  best performing market in Europe during  the
quarter,  an impressive achievement  when the currency  volatility is taken into
consideration. Consumer spending last year was higher than in most countries due
to government created fiscal incentives. Spending decelerated markedly, however,
once these incentives  were removed. Looking  forward, expected substantial  tax
rises  following the  election could  further restrict  consumer spending. There
has, however, been a noticeable pick  up in business investment from the  recent
low  levels  helped  by high  cash  balances  and rising  order  books. Although
inflation levels remain low,  the relative weakness of  the franc has  prevented
the  Banque de France from  following the Germans with  lower interest rates. In
the stock  market in  the first  quarter we  saw initial  strength in  cyclicals
followed  later by  outperformance by  defensive sectors.  Financial stocks have
continued to perform poorly due primarily to further concerns over the  property
sector.

SWITZERLAND

    The  Morgan Stanley Capital International Switzerland Index rose by 11.8% in
U.S. dollar terms but declined by 3.8% in Swiss franc terms in the first quarter
of 1995.  As  noted in  the  1994 annual  report,  the Swiss  economy  witnessed
stronger  domestic  demand  than most  countries  in  1994. Later  in  the year,
however, the pace  of recovery in  domestic demand slowed  as consumer  spending
flattened.  This trend has continued into 1995  and with imports slowing the net
trade balance has improved despite the strength of the franc. Domestic demand is
likely to  remain subdued  in coming  months  as any  improvement in  wages  and
employment  will be offset  by the introduction  of Value Added  Tax eating into
real wages. We must  question, however, whether the  increased level of  exports
can  be sustained with a strengthening franc. The weakness of domestic demand in
Germany, a key export  market, will also limit  Swiss exports. As expected,  the
Swiss  authorities were  quick to  follow the German  cut in  interest rates and
Swiss policy will continue to be closely  linked to moves by the Bundesbank.  We
continue  to find well  managed cheap companies  in Switzerland, particularly in
the small and medium sized ranges.

                                       2
<PAGE>
NETHERLANDS

    In the  first  quarter of  1995  the Morgan  Stanley  Capital  International
Netherlands Index increased by 9.3% in U.S. dollar terms but declined by 3.6% in
local  currency terms. As stated in  previous quarterly reports, the downturn in
the Netherlands was less  severe than the  rest of Europe  due primarily to  the
exposure  of exporters to the faster growing  markets of the U.S. and Asia. This
exposure  has  also  been  the  catalyst  for  economic  recovery.  Most  recent
indicators continue to show that the Dutch economy is making steady progress and
the  recovery is broadly based. Consumer spending is benefitting from a recovery
in real disposable incomes  while the employment  picture continues to  improve.
With  an  unemployment  rate of  around  9%,  however, income  growth  and hence
consumer spending will remain  subdued continuing to  hold down inflation.  This
relatively  strong economic environment allowed  the Dutch authorities to follow
the German lead and cut interest rates late in the quarter. The Dutch market  is
particularly  sensitive  to the  U.S. dollar  and recent  weakness has  hurt the
equity market. Looking forward, however, this continues to be a market  offering
good value to the equity investor.

SPAIN

    During  the first quarter  of 1995 the  Morgan Stanley Capital International
Spain Index fell  by 0.5% in  U.S. dollar terms  and by 4.8%  in local  currency
terms.  The investment environment in Spain continues to be poor with fears over
interest rates, higher inflation and  the uncertain political picture all  areas
of  concern. Since the beginning of the year the intervention rate has increased
by more than 1% against the  trend in much of the  rest of Europe. It is  likely
these  official interest rate  rises will continue  while pressures on inflation
continue to grow. Inflationary pressure is  primarily a result of higher  import
prices  and an increase  in the cost of  food. There has  been weakness in labor
costs, however, with the unemployment rate still around 24%. As a result of  the
weak  peseta the export markets are still  the driving force behind the economy.
We are happy to use the weakness of  the Spanish market to add to our  positions
while we find particularly good value in the banking sector.

ITALY

    The  Morgan Stanley Capital  International Italy Index fell  by 8.4% in U.S.
dollar terms and by  4.2% in local  currency terms in  the first quarter.  These
poor  returns make it  the worst performing  market in Europe.  Much like Spain,
Italy is suffering  from higher interest  rates, poor inflation  figures and  an
unstable  political environment. The parliament recently passed a mini-budget of
Itl 20 trillion  with the  intention of paying  down the  national deficit.  The
recent increases in interest rates, however, will mean that most of this will go
towards  paying off the additional  interest costs on the  debt. The majority of
these funds  will  be raised  through  indirect  taxes which  will  put  further
pressure  on inflation.  The most recent  CPI figures  are already disappointing
showing a rise in the headline rate of 4.2% from 3.7%. Economic growth in  Italy
is  being driven by continuing strong exports  aided by the weak lira. With this
weak market performance we are finding  new investment opportunities as well  as
adding to existing positions offering good value.

UNITED KINGDOM

    In the first quarter of 1995 the Morgan Stanley Capital International (MSCI)
U.K. Index increased by 6.5% in U.S. dollar terms and by 2.3% in local currency.

The  market appears to have  broken out of its narrow  trading range of the last
few quarters, taking pace  mainly from U.S.  developments. U.S. Federal  Reserve
rates  increased from 5.5% to  6% on February 1,  1995, with U.K. interest rates
rising the next day from 6.2% to 6.7%.  The latter continues to be in line  with
aggressive  (compared  to  the  U.S.)  U.K.  tightening  to  pre-empt inflation.

                                       3
<PAGE>
Falling long gilt yields in the U.S.  on hopes of peaked-out interest rates  and
expectations  of a  "soft landing"  were reciprocated  in the  U.K. to  a lesser
extent. Short rate (June) sterling contracts fell from 8.1% at the start of  the
quarter  to 7.2% by the end,  leading to a pick up  in the U.K. market. This was
magnified in  the  MSCI  U.K. Index  in  dollar  terms due  to  dollar  weakness
following fall out from the Mexican crisis.

Industrial  production figures showed a continuing slowdown since mid-1994, with
manufacturing output falling to  3.3% year-on-year in  January 1995 compared  to
5.1%  year-on-year in December 1994. Retail sales were down to 2.6% year-on-year
in February 1995, compared to 3.6% year-on-year in December 1994, reflecting the
impact of  tax  increases and  the  diversion  of expenditure  to  the  National
Lottery.  At 2.7% year-on-year in February 1995 compared to 2.5% year-on-year in
December 1994,  inflation is  past its  trough  and gradual  pick up  should  be
anticipated,  albeit from a low base. These  figures appear to indicate that the
U.K. economy may be  slowing to a sustainable  rate of long-term growth  without
causing  excessive inflation, with monetary policy currently on hold. The latter
may change with resultant further  tightening of interest rates, should  leading
indicators  depart from government targets, and  some question marks remain over
likely government  actions  -- particularly  tax  cuts  -- as  the  prospect  of
elections draws closer.

Electricity/Utilities  was dramatically the worst  performing sector -- which we
avoided -- following belated  intervention by the Regulator  in response to  the
hostile  bid by Trafalgar House for Northern Electric. As this intervention came
two days after the  placing of the U.K.  government's remaining interest in  the
electricity    generating   companies,   this   precipitated   their   collapse,
institutional apoplexy and brought down the other utilities on fear of increased
regulatory and political risk.

The company results season  began in February. Fears  of margin erosion  through
inability  to  pass  on  increased  raw  material  costs  appear  to  have  been
exaggerated. To date, dividend growth has, in general, been better than expected
(circa 11% versus 9%) and upgrades pencilled in for both earnings and  dividends
for  1995 give  underpinning for market  strength. Value remains  scarce in this
environment.

JAPAN

    During the first quarter of 1995 the Japanese stock market fell sharply with
the Morgan Stanley Capital International  (MSCI) Japan Index declining 15.2%  in
local  currency. However, the  strength of the  yen was such  during the quarter
that the fall of the MSCI Japan Index in U.S. dollar terms was 2.1%.

The Japanese stock market suffered two traumas during the quarter, the demise of
Barings and  the  Kobe earthquake.  It  is significant  that  Barings'  problems
derived  from a speculative  presumption that Japan's  stock market would remain
trading within a  narrow range protected  on the downside  by public money.  The
shock  of the Kobe earthquake not only revealed the absence of this public money
but it  also triggered  a flood  of selling  from Barings'  liquidators as  they
sought  to  reduce the  stricken  bank's futures  exposure  to the  fall  in the
Japanese stock market. Therefore, the fall in this market can be argued to  have
been  substantially  attributable to  exceptional  factors. However,  the recent
strength of the yen and the inevitable  depressing effect this will have on  the
Japanese  manufacturing  sector  has  given  fundamental  backing  to  the stock
markets' depressed levels.  Indeed, if no  respite is provided  by the  currency
markets,  there is a  meaningful chance of  a further fall  out in the financial
sector as  banks confront  a new  spate of  bankruptcies from  Japan's huge  but
largely  unlisted small company  sector. Valuations among  the export blue chips
and some domestic franchise stocks are  attractive on an international basis  at
current levels, but

                                       4
<PAGE>
otherwise Japanese companies sell on premium multiples without the justification
of either competitive advantage or superior growth potential.

Now that it has been shown that this market will not necessarily be supported at
artificially  high levels,  it has  further meaningful  downside if  the current
strength of the yen persists.

HONG KONG

    During the first quarter the Morgan Stanley Capital International Hong  Kong
Index appreciated 4.4% in U.S. dollar terms and 4.3% in Hong Kong dollar terms.

These  solid, if  unspectacular, returns conceal  considerable volatility during
the quarter.  In January  the market  suffered a  sharp decline  as the  Mexican
debacle  introduced an element of  panic to a market  already depressed by local
interest rate hikes  and a  weakening property market.  Despite some  lackluster
corporate results, the stock market has recovered sharply in recent weeks taking
heart  from some better  than expected prices achieved  at local government land
auctions and a fall in interest rates in the U.S.

At the market's current level, we believe it is discounting a moderate  recovery
in the all important local property market. We believe that this is unlikely for
the  balance of the current year and  that prices will remain mired 30-40% below
peak levels for some  time. The reason for  our skepticism is the  unsustainably
high  levels from which residential prices have fallen, coupled with the outlook
for sustained tight money in both Hong Kong and China. This view is that of  the
minority  and contrasts with the optimistic forecasts from leading developers as
they recently  announced their  results. However,  given their  working  capital
problems  as volumes and  prices contract, one  would hardly expect  them not to
talk the market up.

Meanwhile, it is  perhaps worth noting  that Hong Kong  will become a  political
adjunct  of China in just over two years. The nagging uncertainties this process
entails will come into ever sharper focus as June 1997 approaches.

AUSTRALIA

    The Morgan Stanley  Capital International Australia  Index declined 4.0%  in
U.S. dollar terms during the first quarter of 1995 but appreciated 1.5% in local
currency terms.

Like  all minor currencies  with high levels of  government debt, the Australian
dollar was under siege  during the quarter, with  the weakness of metals  prices
also  weighing  against sentiment.  This  factor was  also  reflected in  a poor
showing from the mining stocks after a period of prolonged relative strength.

The upward  move  in short-term  and  long-term interest  rates  resulting  from
currency weakness will slow the domestic economy from mid-year while the housing
cycle  has already  peaked. The profit  outlook for  domestic stocks, therefore,
appears worrisome especially since wage  settlements are running well in  excess
of any price increase achievable in the current environment.

We  believe the  Australian stock  market is  therefore correctly  valued at its
current modest levels.

- ----------
THE COUNTRY SPECIFIC PERFORMANCE RESULTS PROVIDED ARE FOR INFORMATIONAL PURPOSES
ONLY AND  SHOULD NOT  BE CONSTRUED  AS  A GUARANTEE  OF THE  PORTFOLIO'S  FUTURE
PERFORMANCE.  PAST PERFORMANCE  SHOWN IS  NOT PREDICTIVE  OF FUTURE PERFORMANCE.
INVESTMENT RETURN  AND PRINCIPAL  VALUE  WILL FLUCTUATE  SO THAT  AN  INVESTOR'S
SHARES,  WHEN REDEEMED,  MAY BE  WORTH MORE  OR LESS  THAN THEIR  ORIGINAL COST.
PLEASE SEE  THE PROSPECTUS  FOR  A DESCRIPTION  OF CERTAIN  RISK  CONSIDERATIONS
ASSOCIATED WITH INTERNATIONAL INVESTING.

                                       5
<PAGE>
INVESTMENTS (UNAUDITED)
- ---------
MARCH 31, 1995
<TABLE>
<CAPTION>
                                               VALUE
  SHARES                                       (000)
- ----------                                   ---------
<C>         <S>                              <C>
COMMON STOCKS (94.0%)
  AUSTRALIA (4.2%)
 3,300,000   Brambles Industries Ltd.        $  30,575
 3,099,526   CSR Ltd.                            9,769
 1,500,000   McPherson's Ltd.                      176
 3,934,882   Westpac Banking Corp.              14,075
                                             ---------
                                                54,595
                                             ---------
  BELGIUM (1.7%)
    63,700   Arbed S.A.                          8,941
   155,500   Delhaize Freres et Cie, 'Le
              Lion', S.A.                        6,263
   160,000   G.I.B. Holdings, Ltd.               7,008
     2,156   G.I.B. Holdings, Ltd. (New)            93
                                             ---------
                                                22,305
                                             ---------
  DENMARK (1.0%)
   149,700   Danisco                             5,701
   169,000   Unidanmark A/S, Class A
              (Registered)                       6,838
                                             ---------
                                                12,539
                                             ---------
  FINLAND (1.4%)
   350,000   Huhtamaki Oy, Series 1             10,416
   505,400   Kansallis-Osake Pankki                478
   721,000   Pohjola Insurance Co., Ltd.,
              Class B                            7,135
                                             ---------
                                                18,029
                                             ---------
  FRANCE (5.7%)
    12,500   Bongrain S.A.                       7,478
   111,560   Cie de Saint Gobain                13,809
   153,050   Credit Lyonnais CDI                 7,097
   186,724   Elf Aquitaine                      14,541
    15,000   PSA Peugeot Citroen S.A.            2,099
    25,800   Salomon S.A., Series A             10,307
   242,500   Thomson CSF                         6,500
   224,170   Total S.A., Class B                13,308
                                             ---------
                                                75,139
                                             ---------
  GERMANY (10.7%)
   110,000   BASF AG                            22,311
   105,000   Bayer AG                           25,784
   105,000   Bremer Vulkan Verbund AG            6,047
    46,200   Commerzbank AG                     10,776
     1,850   Hoechst AG                            382
    55,000   Karstadt AG                        22,370
    73,125   Mannesmann AG                      18,884
    27,050   Varta AG                            5,427
    75,000   Veba AG                            27,110
                                             ---------
                                               139,091
                                             ---------
  HONG KONG (0.0%)
    90,600   China Light & Power Co., Ltd.         410
                                             ---------

<CAPTION>
                                               VALUE
  SHARES                                       (000)
- ----------                                   ---------
<C>         <S>                              <C>

  ITALY (3.2%)
 2,560,500   Olivetti Di Risp (NCS)          $   1,881
 2,568,000   SME Meridonale                      6,000
 9,000,000   Stet Di Risp (NCS)                 18,048
 4,720,000   Telecom Italia S.p.A.              10,987
 2,655,000   Telecom Italia S.p.A Di Risp
              (NCS)                              4,935
                                             ---------
                                                41,851
                                             ---------
  JAPAN (21.2%)
   570,000   Aisin Seiki Co., Ltd.               7,285
   840,000   Canon, Inc.                        13,831
 1,300,000   Daibiru Corp.                      14,519
     3,000   East Japan Railway Co.             14,681
 1,800,000   Fuji Photo Film Ltd.               42,694
 2,134,000   Hitachi Ltd.                       22,114
 1,630,000   Kao Corp.                          19,331
   890,000   Kirin Brewery Co., Ltd.             9,633
 1,700,000   Matsushita Electric Industries
              Ltd.                              27,404
    81,000   Murata Manufacturing Co., Ltd.      3,143
 2,302,000   Nichido Fire & Marine
              Insurance Co.                     18,580
     1,460   Nippon Telegraph & Telephone
              Corp.                             12,574
   290,000   Sony Corp.                         14,525
   750,000   Stanley Electric Co.                5,095
 2,215,700   Sumitomo Rubber Industries         17,986
   305,000   TDK Corp.                          14,223
   595,000   Toyo Seikan Kaisha Ltd.            18,497
                                             ---------
                                               276,115
                                             ---------
  NETHERLANDS (12.7%)
   769,128   ABN Amro Holdings N.V.             28,171
   112,500   Akzo Nobel N.V.                    12,267
    79,082   Hollandsche Beton Groep N.V.       12,589
   629,362   Internationale Nederlanden
              Groep N.V.                        30,994
   247,500   Koninklijke Bijenkorf Beheer
              N.V.                              17,442
   153,050   Nedlloyd Groep N.V.                 4,288
   256,600   Oce-Van Der Grinten N.V.           13,052
 1,122,000   Phillips Electronics N.V.          38,046
    61,200   Randstad Holdings N.V.              3,521
    39,415   Unilever N.V. (Certificate)         5,147
                                             ---------
                                               165,517
                                             ---------
  NEW ZEALAND (0.4%)
 2,098,671   Fisher & Paykel Industries
              Ltd.                               5,471
   392,500   Smith City Group Ltd.                  --
                                             ---------
                                                 5,471
                                             ---------
</TABLE>

                                       6
<PAGE>
<TABLE>
<CAPTION>
                                               VALUE
  SHARES                                       (000)
- ----------                                   ---------
<C>         <S>                              <C>
  NORWAY (1.4%)
 2,265,000   Den Norske Bank A/S, Class A
              Free                           $   6,045
   600,000   Hafslund Nycomed, Class B          11,791
                                             ---------
                                                17,836
                                             ---------
  SINGAPORE (2.9%)
 9,000,000   Jardine Strategic Holdings,
              Inc.                              34,200
 3,265,000   Neptune Orient Lines Ltd.
              (Foreign)                          4,023
                                             ---------
                                                38,223
                                             ---------
  SPAIN (3.6%)
   366,300   Banco Espanol de Credito S.A.       2,497
   297,500   Grupo Duro Felguera S.A.              989
 2,345,000   Iberdrola S.A.                     13,859
   294,000   Sevillana de Electricidad S.A.      1,330
 2,250,000   Telefonica Nacional de Espana
              S.A.                              28,458
                                             ---------
                                                47,133
                                             ---------
  SWEDEN (2.0%)
 2,350,000   Skandinaviska Enskilda Banken,
              Class A                           12,077
   473,000   S.K.F. AB, Class B                  7,848
   401,200   Svenska Cellulosa AB, Class B       6,332
                                             ---------
                                                26,257
                                             ---------
  SWITZERLAND (8.7%)
    29,583   Alusuisse-Lonza Holdings Ltd.
              (Registered)                      15,997
     2,605   Ascom Holdings AG (Bearer)          2,787
    25,000   Ciba-Geigy AG (Registered)         16,579
     8,000   Forbo Holdings AG (Registered)      7,609
     1,650   Grands Magasins Jelmoli
              (Bearer)                             908
    19,585   Grands Magasins Jelmoli
              (Registered)                       2,156
    26,000   Holderbank Glarus (Bearer)         18,959
    27,740   Moevenpick Holding AG
              (Participating Certificates)      11,726
    20,000   Nestle S.A. (Registered)           19,463
    31,500   SwissAir (Registered)              17,338
                                             ---------
                                               113,522
                                             ---------
  UNITED KINGDOM (13.2%)
 1,065,000   Associated British Foods plc       10,516
 1,360,104   Automated Security Holdings
              plc                                1,310
 1,400,000   Barclays plc                       14,118
 1,820,000   Bass plc                           16,174
   580,000   BOC Group plc                       6,572
 3,090,000   Christian Salvesen plc             12,454
 2,300,221   Forte plc                           8,489
 2,138,606   Grand Metropolitan plc             13,847
 4,841,985   John Mowlem & Co. plc               6,388
 1,100,000   Kwik Save Group plc                 9,651
   843,000   McAlpine (Alfred) plc               1,897
<CAPTION>
                                               VALUE
  SHARES                                       (000)
- ----------                                   ---------
<C>         <S>                              <C>
 1,888,978   Pilkington plc                  $   5,015
 1,404,000   Reckitt & Colman plc               14,113
 2,074,589   Rolls-Royce plc                     5,356
 3,345,205   Royal Insurance Holdings plc       15,541
 1,500,000   Tate & Lyle plc                    10,562
   755,000   Unilever plc                       14,946
 3,070,000   WPP Group plc                       5,069
                                             ---------
                                               172,018
                                             ---------
TOTAL COMMON STOCKS (Cost $1,003,890)        1,226,051
                                             ---------
PREFERRED STOCKS (4.8%)
  GERMANY (4.8%)
    30,450   Fag Kugelfischer AG                 3,331
   100,000   RWE AG                             26,367
    29,525   Spar Handels AG                     7,293
   125,000   Volkswagen AG                      25,081
                                             ---------
TOTAL PREFERRED STOCKS (Cost $54,443)           62,072
                                             ---------
CONVERTIBLE PREFERRED SECURITIES (0.2%)
  HONG KONG (0.2%)
 1,863,000   Jardine Strategic Holdings,
              Inc. IDR, 7.50%, 5/07/97           2,371
                                             ---------
  NETHERLANDS (0.0%)
     1,506   ABN Amro Holdings N.V.                  6
     2,196   International Nederlanden
              Groep N.V.                            11
                                             ---------
                                                    17
                                             ---------
TOTAL CONVERTIBLE PREFERRED SECURITIES
 (Cost $1,923)                                   2,388
                                             ---------
<CAPTION>
  NO. OF
  RIGHTS
- ----------
<C>         <S>                              <C>
RIGHTS (0.0%)
  UNITED KINGDOM (0.0%)
   384,183   Rolls-Royce plc (Cost $0)              37
                                             ---------
<CAPTION>
  NO. OF
 WARRANTS
- ----------
<C>         <S>                              <C>
WARRANTS (0.0%)
  SWITZERLAND (0.0%)
       120   Ciba-Geigy AG, expiring
              6/06/95                               --
     7,280   Forbo Holdings AG
              (Registered), expiring
              11/01/95                               8
                                             ---------
TOTAL WARRANTS (Cost $1)                             8
                                             ---------
<CAPTION>
   FACE
  AMOUNT
  (000)
- ----------
<C>         <S>                              <C>
SHORT-TERM INVESTMENTS (1.8%)
  US GOVERNMENT AND AGENCY OBLIGATIONS
(1.8%)
$    3,600   Federal Home Loan Mortgage
              Corp., 4/04/95                     3,598
</TABLE>

                                       7
<PAGE>
<TABLE>
<CAPTION>
   FACE
  AMOUNT                                       VALUE
  (000)                                        (000)
- ----------                                   ---------
<C>         <S>                              <C>
SHORT-TERM INVESTMENTS -- (CONTINUED)
$   20,000   Federal Home Loan Mortgage
              Corp., 4/18/95                 $  19,944
                                             ---------
TOTAL SHORT-TERM INVESTMENTS (Cost $23,542)     23,542
                                             ---------
TOTAL FOREIGN & US SECURITIES (100.8%)
  (Cost $1,083,799)                          1,314,098
                                             ---------
FOREIGN CURRENCY (1.2%)
L    5,101   British Pound                       8,257
 DM 10,735   Deutsche Mark                       7,776
 SP    426   Spanish Peseta                          3
  CHF   38   Swiss Franc                            34
                                             ---------
TOTAL FOREIGN CURRENCY (Cost $15,855)           16,070
                                             ---------
TOTAL INVESTMENTS (102.0%) (Cost
$1,099,654)                                  1,330,168
                                             ---------

<CAPTION>

                                               VALUE
                                               (000)
                                               --
<C>         <S>                              <C>
OTHER ASSETS AND LIABILITIES (-2.0%)
  Other Assets                                 $  15,810
  Liabilities                                    (41,360)
                                               ---------
                                                 (25,550)
                                               ---------

NET ASSETS (100%)                              $1,304,618
                                               ---------
                                               ---------

NET ASSET VALUE, OFFERING AND REDEMPTION
PRICE PER SHARE
  Applicable to 90,743,965 outstanding $.001
  par value shares (authorized 500,000,000
  shares)                                         $14.38
                                               ---------
                                               ---------
<FN>
- -------------
IDR -- International Depositary Receipt
NCS -- Non Convertible Shares
</TABLE>

                                       8
<PAGE>
- --------------------------------------------------
OFFICERS AND DIRECTORS

Frederick B. Whittemore     James W. Grisham
  CHAIRMAN OF THE           VICE PRESIDENT
  BOARD                     Harold J. Schaaff, Jr.
Warren J. Olsen             VICE PRESIDENT
  PRESIDENT AND             Joseph P. Stadler
  DIRECTOR                  VICE PRESIDENT
John P. Britton             Valerie Y. Lewis
  DIRECTOR                  SECRETARY
George R. Bunn, Jr.         Karl Hartmann
  DIRECTOR                  ASSISTANT SECRETARY
A. MacDonald Caputo         Hilary D. Toole
  DIRECTOR                  ASSISTANT SECRETARY
Peter E. de Svastich        James R. Rooney
  DIRECTOR                  TREASURER
Gerard E. Jones             Timothy F. Osborne
  DIRECTOR                  ASSISTANT TREASURER

- ---------------------------------------------
INVESTMENT ADVISER AND ADMINISTRATOR
Morgan Stanley Asset Management Inc.
1221 Avenue of the Americas
New York, New York 10020
- ---------------------------------------------
CUSTODIANS
The United States Trust Company of New York
770 Broadway
New York, New York 10003

Morgan Stanley Trust Company
One Pierrepont Plaza
Brooklyn, New York 11210
- ---------------------------------------------
LEGAL COUNSEL
Morgan, Lewis & Bockius
2000 One Logan Square
Philadelphia, Pennsylvania 19103
- ---------------------------------------------
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP
1177 Avenue of the Americas
New York, New York 10036

- ---------------------------------------------
For current performance, current net asset value, or for assistance with your
account, please contact the Fund at (800) 548-7786. This report is authorized
for distribution only to shareholders and others who have received a copy of the
prospectus of Morgan Stanley Institutional Fund, Inc.

[LOGO] MORGAN STANLEY
       INSTITUTIONAL FUND, INC.
       P.O. Box 2798
       Boston, MA 02208-2798

[LOGO] MORGAN STANLEY
       INSTITUTIONAL FUND, INC.

                             VALUE EQUITY PORTFOLIO
                              FIRST QUARTER REPORT
                                 MARCH 31, 1995
<PAGE>
LETTER TO SHAREHOLDERS
- -------

Our  value  investment philosophy  is based  on the  premise that  a diversified
portfolio  of  undervalued  securities  will  outperform  the  market  over  the
long-term  and  can be  expected  to preserve  principal  in a  difficult market
environment.

Key aspects of our philosophy are as follows:
    Reversion to mean valuation levels (return to the long-term average) is  the
    most consistent and powerful force in investing.

    We buy companies selling at less that our research measures to be their true
    worth.

    Our   Portfolio   is   characterized   by   a   distinctly   below   average
    price-to-earnings ratio, price-to-book ratio, and a high dividend yield.

    We limit our  universe of investments  to larger, liquid  stocks. This is  a
    list similar to the S&P 500.

    Investment  decisions are based on research undertaken by the Morgan Stanley
    Asset Management/Chicago investment team.

The total return of the Value Equity Portfolio for the three month period  ended
March  31, 1995 was 9.91% as  compared to 9.73% for the  S&P 500 Index and 8.40%
for the Indata Equity-Median Index, for  the same periods. Total return for  the
past twelve months, and the average annual return for the five year period ended
March  31, 1995 and for the period  from inception in January 1990 through March
31, 1995 were 11.99%,  9.47% and 9.47%, respectively,  compared to 15.54,  11.40
and  11.83%  for the  S&P  500, and  11.70%, 11.05%  and  11.51% for  the Indata
Equity-Median for the same periods.

PERFORMANCE COMPARED TO THE S&P 500 INDEX AND THE INDATA EQUITY - MEDIAN
INDEX(1)

<TABLE>
<CAPTION>
                                         TOTAL RETURNS2
                       --------------------------------------------------
                                                 AVERAGE       AVERAGE
                                                 ANNUAL        ANNUAL
                                       ONE        FIVE          SINCE
                           YTD        YEAR        YEAR        INCEPTION
                       -----------  ---------  -----------  -------------
<S>                    <C>          <C>        <C>          <C>
PORTFOLIO............         9.91%     11.99%        9.47%         9.47%
S&P 500..............         9.73      15.54        11.40         11.83
INDATA EQUITY -
 MEDIAN..............         8.40      11.70        11.05         11.51
<FN>
- -------------
1.  The Indata  Equity -  Median and  the S&P  500 Stock  Indices are  unmanaged
    indices  of  common stocks.  The Indata  Equity -  Median Index  includes an
    average asset allocation of 5% cash and 95% equity based on $340 billion  in
    assets among 1,197 portfolios for the quarter ended March 31, 1995.
2.  Total  returns for the Portfolio reflect  expenses waived and reimbursed, if
    applicable, by the  Adviser. Without  such waiver  and reimbursement,  total
    returns would be lower.
</TABLE>

PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE.

The  Portfolio, after fees and expenses,  modestly outperformed the broad market
with a  return of  9.91% versus  the S&P  500 return  of 9.73%  before fees  and
expenses.  U.S.  equity style  was not  a  factor as  the S&P/Barra  Value Index
returned 9.64% and the S&P/Barra Growth Index returned 9.82% for the quarter.

The average  equity fund  returned 8.4%  in the  quarter as  measured by  Indata
Equity-Median, and the Value Equity Portfolio's return of 9.91% placed it in the
top  quartile of  U.S. equity  funds. Also,  for the  quarter, the  Value Equity
Portfolio outperformed the average U.S. equity mutual fund which returned 7.2%.

The Portfolio holds undervalued companies with a wide valuation gap as  compared
to the characteristics of the S&P 500:

<TABLE>
<CAPTION>
                                      P/E       PRICE-TO-BOOK
                                      ---     -----------------
<S>                                <C>        <C>
VALUE EQUITY PORTFOLIO...........       13.6X           2.3X
S&P 500..........................       16.3X           2.9X
</TABLE>

                                       1
<PAGE>
During   the  quarter,  the  best  performing  sectors  in  the  portfolio  were
transportation,  up   23%,  technology,   up  13%,   insurance,  up   13%,   and
communications,  up 9%. The sector which underperformed the most was metals down
8.0%.

There was limited  turnover in  the portfolio in  the quarter.  In January,  the
Portfolio's  weighting in the financial and cyclical sectors were increased with
additions to the current holdings  of J.P. Morgan, Mellon, Boatmens  Bancshares,
Bankers  Trust, AON, Monsanto, Hanson, Deere,  and Phelps Dodge. The Portfolio's
weighting in the  health care,  staples, and  energy sectors  were reduced  with
partial  sales of Becton  Dickinson, Baxter, Merck, Heinz,  CPC, Mobil and Royal
Dutch Petroleum. No new companies were added to the Portfolio in January.

In February, the technology exposure was  decreased with the sale of IBM.  Since
its   low   of  $41.63,   IBM  is   up  78%   and  we   believe  it   is  fairly
valued. IBM's rebound was  driven by significant changes  that resulted in  free
cash  flow improving to a positive  $18 per share from a  low of negative $5 per
share in  1991.  The  key changes  were  a  reduction in  staffing,  a  dividend
reduction,  decreases in expenditures on  research and development, decreases in
capital expenditures,  and  a moderate  reduction  in sales  and  administration
costs. The improved cash flow did not, however, come from improved margins which
have  shrunk from 50% in 1991 to 39% in 1994. At IBM's current valuation levels,
we believe IBM is fairly valued.

Individual issues which exhibited positive excess total returns relative to  the
S&P  500 in the quarter  included Mellon with a  33% return; Burlington Northern
with a 23% return; Bank of America with  a 22% return; Deere with a 23%  return;
and,  Woolworth with a 21% return. Holdings exhibiting negative relative returns
included Phelps Dodge, down 8%; Bankers Trust, down 6%; and Ford, down 4%.

- ----------
THE PERFORMANCE RESULTS PROVIDED ARE FOR INFORMATIONAL PURPOSES ONLY AND  SHOULD
NOT  BE CONSTRUED  AS A  GUARANTEE OF  THE PORTFOLIO'S  FUTURE PERFORMANCE. PAST
PERFORMANCE SHOWN IS NOT PREDICTIVE OF FUTURE PERFORMANCE. INVESTMENT RETURN AND
PRINCIPAL VALUE WILL FLUCTUATE SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED,  MAY
BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST.

                                       2
<PAGE>
INVESTMENTS (UNAUDITED)
- ----------
MARCH 31, 1995
<TABLE>
<CAPTION>
                                                      VALUE
  SHARES                                              (000)
- --------------------------------------------------  ---------
<C>         <S>                                     <C>
COMMON STOCKS (96.7%)
  AEROSPACE (2.4%)
    31,800  United Technologies Corp.               $   2,198
                                                    ---------
  BANKING (11.3%)
    33,350  BankAmerica Corp.                           1,609
    28,300  Bankers Trust (New York) Corp.              1,479
    41,200  Boatmens Bancshares, Inc.                   1,246
    52,100  Chemical Banking Corp.                      1,967
    49,650  Mellon Bank Corp.                           2,023
    29,900  Morgan (J.P.) & Co., Inc.                   1,824
                                                    ---------
                                                       10,148
                                                    ---------
  CAPITAL GOODS (2.3%)
    25,400  Deere & Co.                                 2,064
                                                    ---------
  CHEMICALS (4.2%)
    29,675  Eastman Chemical Co.                        1,651
    26,600  Monsanto Co.                                2,135
                                                    ---------
                                                        3,786
                                                    ---------
  COMMUNICATIONS (7.6%)
    45,100  NYNEX Corp.                                 1,787
    40,500  SBC Communications, Inc.                    1,706
    64,400  Sprint Corp.                                1,948
    35,600  U.S. West, Inc.                             1,424
                                                    ---------
                                                        6,865
                                                    ---------
  CONSUMER--DURABLES (4.5%)
    63,600  Ford Motor Co.                              1,717
    52,900  General Motors Corp.                        2,341
                                                    ---------
                                                        4,058
                                                    ---------
  CONSUMER--RETAIL (5.4%)
    95,700  Kmart Corp.                                 1,316
    30,800  V.F. Corp.                                  1,636
   102,600  Woolworth Corp.                             1,885
                                                    ---------
                                                        4,837
                                                    ---------
  CONSUMER--SERVICE & GROWTH (5.9%)
    65,900  Deluxe Corp.                                1,878
    32,000  Eastman Kodak Co.                           1,700
    88,700  Ogden Corp.                                 1,785
                                                    ---------
                                                        5,363
                                                    ---------
  CONSUMER--STAPLES (8.9%)
    43,800  American Brands, Inc.                       1,719
    31,500  Anheuser Busch Cos., Inc.                   1,847
    21,700  CPC International, Inc.                     1,175
    73,100  Fleming Cos., Inc.                          1,654
    43,000  Heinz (H.J.) Co.                            1,655
                                                    ---------
                                                        8,050
                                                    ---------

<CAPTION>
                                                      VALUE
  SHARES                                              (000)
- --------------------------------------------------  ---------
<C>         <S>                                     <C>
  ENERGY (6.9%)
    47,200  Ashland Oil, Inc.                       $   1,681
    14,550  Mobil Corp.                                 1,348
    11,350  Royal Dutch Petroleum Co.                   1,362
    27,650  Texaco, Inc.                                1,839
                                                    ---------
                                                        6,230
                                                    ---------
  FINANCIAL--DIVERSIFIED (1.8%)
    46,550  Student Loan Marketing Association          1,623
                                                    ---------
  HEALTH CARE (11.2%)
    52,700  Bausch & Lomb Inc.                          1,884
    52,400  Baxter International, Inc.                  1,716
    15,600  Becton Dickinson & Co.                        846
    29,000  Bristol-Myers Squibb Co.                    1,827
    42,600  Merck & Co., Inc.                           1,816
    56,300  Upjohn Co.                                  2,013
                                                    ---------
                                                       10,102
                                                    ---------
  INDUSTRIAL (3.8%)
    80,700  Hanson plc ADR                              1,523
    48,800  Rockwell International Corp.                1,903
                                                    ---------
                                                        3,426
                                                    ---------
  INSURANCE (5.8%)
    48,800  American General Corp.                      1,574
    50,400  Aon Corp.                                   1,840
    35,800  St. Paul Cos., Inc.                         1,790
                                                    ---------
                                                        5,204
                                                    ---------
  METALS (2.3%)
    36,100  Phelps Dodge Corp.                          2,053
                                                    ---------
  TECHNOLOGY (2.6%)
    48,000  Harris Corp.                                2,298
                                                    ---------
  TRANSPORTATION (2.6%)
    39,100  Burlington Northern, Inc.                   2,322
                                                    ---------
  UTILITIES (7.2%)
    77,300  General Public Utilities Corp.              2,251
    71,400  Northern Indiana Public Service Co.         2,222
    64,900  Texas Utilities Co.                         2,061
                                                    ---------
                                                        6,534
                                                    ---------
TOTAL COMMON STOCKS (Cost $83,611)                     87,161
                                                    ---------
<CAPTION>
  NO. OF
 WARRANTS
- ----------
<C>         <S>                                     <C>
WARRANTS (0.0%)
  BANKING (0.0%)
            Chase Manhattan Corp., expiring
        23   6/30/96
            (Cost $0)                                  --
                                                    ---------
</TABLE>

                                       3
<PAGE>

<TABLE>
<CAPTION>
   FACE
  AMOUNT                                              VALUE
  (000)                                               (000)
- ----------                                         -----------
<C>         <S>                                    <C>
SHORT-TERM INVESTMENT (3.0%)
  REPURCHASE AGREEMENT (3.0%)
 $   2,741  U.S. Trust, 6.00%, dated 3/31/95, due
             4/03/95, to be repurchased at
             $2,742, collateralized by $2,630
             Government National Mortgage
             Association, 9.00%-10.00%, due
             12/15/01-4/15/10, valued at $2,774
             (Cost $2,741)                          $   2,741
                                                   -----------
TOTAL INVESTMENTS (99.7%) (Cost $86,352)               89,902
                                                   -----------
OTHER ASSETS AND LIABILITIES (0.3%)
  Other Assets                                            379
  Liabilities                                            (133 )
                                                   -----------
                                                          246
                                                   -----------

NET ASSETS (100%)                                  $   90,148
                                                   -----------
                                                   -----------
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE
PER SHARE
  Applicable to 7,442,025 outstanding $.001 par
  value shares (authorized 500,000,000 shares)     $    12.11
                                                   -----------
                                                   -----------
<FN>
- -------------
ADR -- American Depositary Receipt
</TABLE>

                                       4
<PAGE>
- --------------------------------------------------
OFFICERS AND DIRECTORS

Frederick B. Whittemore     James W. Grisham
  CHAIRMAN OF THE           VICE PRESIDENT
  BOARD                     Harold J. Schaaff, Jr.
Warren J. Olsen             VICE PRESIDENT
  PRESIDENT AND             Joseph P. Stadler
  DIRECTOR                  VICE PRESIDENT
John P. Britton             Valerie Y. Lewis
  DIRECTOR                  SECRETARY
George R. Bunn, Jr.         Karl Hartmann
  DIRECTOR                  ASSISTANT SECRETARY
A. MacDonald Caputo         Hilary D. Toole
  DIRECTOR                  ASSISTANT SECRETARY
Peter E. de Svastich        James R. Rooney
  DIRECTOR                  TREASURER
Gerard E. Jones             Timothy F. Osborne
  DIRECTOR                  ASSISTANT TREASURER

- ---------------------------------------------
INVESTMENT ADVISER AND ADMINISTRATOR
Morgan Stanley Asset Management Inc.
1221 Avenue of the Americas
New York, New York 10020
- ---------------------------------------------
CUSTODIANS
The United States Trust Company of New York
770 Broadway
New York, New York 10003

Morgan Stanley Trust Company
One Pierrepont Plaza
Brooklyn, New York 11210
- ---------------------------------------------
LEGAL COUNSEL
Morgan, Lewis & Bockius
2000 One Logan Square
Philadelphia, Pennsylvania 19103
- ---------------------------------------------
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP
1177 Avenue of the Americas
New York, New York 10036

- ---------------------------------------------
For current performance, current net asset value, or for assistance with your
account, please contact the Fund at (800) 548-7786. This report is authorized
for distribution only to shareholders and others who have received a copy of the
prospectus of Morgan Stanley Institutional Fund, Inc.

[LOGO] MORGAN STANLEY
       INSTITUTIONAL FUND, INC.
       P.O. Box 2798
       Boston, MA 02208-2798

[LOGO] MORGAN STANLEY
       INSTITUTIONAL FUND, INC.

                               BALANCED PORTFOLIO
                              FIRST QUARTER REPORT
                                 MARCH 31, 1995
<PAGE>
LETTER TO SHAREHOLDERS
- -------

The  Balanced Portfolio's  value investment philosophy  is based  on the premise
that a diversified portfolio of undervalued stocks and bonds will outperform the
market over  the  long-term and  can  be expected  to  preserve principal  in  a
difficult market environment.

The  Balanced  Portfolio's  asset allocation  strategy  between  equities, fixed
income and cash is based upon Morgan Stanley Asset Management/Chicago's estimate
of the Portfolio's  risk. Since equities  are the highest  risk asset class,  we
have  maintained a  below average  equity exposure  during past  periods of high
market valuation. Typically, our equity exposure will range between 35% and  65%
with an expected long term average of 55%.

The  total return of  the Portfolio for  the three month  period ended March 31,
1995 was 7.10% as compared to 6.40% for the Indata Balanced-Median Index for the
same period. Total  return for  the past twelve  months and  the average  annual
return  for the five  year period ended March  31, 1995 and  for the period from
inception in February 1990 through March  31, 1995 were 7.31%, 8.93% and  8.86%,
respectively,  compared to 8.80%, 9.32% and 9.43% for the Indata Balanced-Median
Index for the same periods.

                         PERFORMANCE COMPARED TO INDATA
                             BALANCED-MEDIAN INDEX1

<TABLE>
<CAPTION>
                                TOTAL RETURNS2
            -------------------------------------------------------
                                          AVERAGE        AVERAGE
                                          ANNUAL      ANNUAL SINCE
               YTD        ONE YEAR       FIVE YEAR      INCEPTION
            ----------  -------------  -------------  -------------
<S>         <C>         <C>            <C>            <C>
Portfolio..      7.10%        7.31%          8.93%          8.86%
Index.....       6.40         8.80           9.32           9.43
<FN>
- -------------
1.  The Indata Balanced-Median Index is an unmanaged index and includes an asset
    allocation of 5% cash, 42%  bonds and 53% equity  based on $55.0 billion  in
    assets  among 566 Portfolios  for the quarter ended  March 31, 1995 (assumes
    dividends reinvested). The Index returns  are gross of management fees;  the
    Portfolio returns are net of management fees and expenses.
2.  Total  returns for the Portfolio reflect  expenses waived and reimbursed, if
    applicable, by the  Adviser. Without  such waiver  and reimbursement,  total
    returns would be lower.
</TABLE>

PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE.

Our asset allocation, based on market value at March 31, 1995 is as follows:

<TABLE>
<S>                                           <C>
Equities....................................       46.6%
Fixed Income................................       45.3
Cash and other net assets...................        8.1
                                              ----------
                                                  100.0%
                                              ----------
                                              ----------
</TABLE>

With  the strong growth  in corporate earnings,  the market, as  measured by the
Standard & Poor's 500 Stock Index (S&P 500), is in the middle of it's historical
valuation range. The  current level of  equity exposure is  47%, down from  last
quarter's  level of 50%.  The 1995 Q1  decrease in equity  exposure reflects the
recent strong performance of  the U.S. equity market  and our expectations  that
the  equity exposure can be increased later in the year if there is any weakness
in the  market. At  current valuation  levels, we  expect to  be 50%  to 55%  in
equities by year end. The decrease in equity exposure to 47% was accomplished by
investing  the stock dividend and  bond coupon flows in  cash, and modest profit
taking in a few stocks.

To put the current asset allocation in perspective, the equity exposure had been
increased in 1994 from  45% to 50%.  The 1994 increase  was based on  increasing
earnings,  and the price decline  in the S&P 500. Since  the 1994 Q2 increase in
equity exposure, the market is up 16%.

EQUITIES

    For the quarter,  the equity  component of the  Balanced Portfolio  returned
10.23%  before deducting expenses versus  the S&P 500 return  of 9.7%. US equity
style was not  a factor  as the  S&P/Barra Value  Index returned  9.64% and  the
S&P/Barra Growth Index returned 9.82% for the quarter.

The  median equity return in balanced portfolios  for the quarter as measured by
Indata, was 9%

                                       1
<PAGE>
and the top quartile was 9.9%,  placing the Balanced Portfolio's equity  portion
return in the top quartile.

The  Portfolio holds undervalued companies with a wide valuation gap as compared
to the characteristics of the S&P 500:

<TABLE>
<CAPTION>
                                     P/E        PRICE-TO-BOOK
                                    -----     ------------------
<S>                               <C>         <C>
Portfolio -- equity portion.....       13.6x            2.3x
S&P 500.........................       16.3x            2.9x
</TABLE>

During  the  quarter,  the  best  performing  sectors  in  the  Portfolio   were
transportation,   up   23%,  technology,   up  13%,   insurance,  up   13%,  and
communications, up 9%. The sector that  underperformed the most was metals  down
8.0%.

There  was limited  turnover in  the Portfolio in  the quarter.  In January, the
Portfolio's weighting in the financial and cyclical sectors were increased  with
additions  to the current holdings of  J.P. Morgan, Mellon, Boatmens Bancshares,
Bankers Trust, AON, Monsanto, Hanson,  Deere, and Phelps Dodge. The  Portfolio's
weighting  in the  health care,  staples, and  energy sectors  were reduced with
partial sales of Becton  Dickinson, Baxter, Merck, Heinz,  CPC, Mobil and  Royal
Dutch. No new companies were added to the Portfolio in January.

In  February, the technology exposure was decreased  with the sale of IBM. Since
its low of  $41.63, IBM  is up 78%  and we  believe it is  fairly valued.  IBM's
rebound  was  driven by  significant  changes that  resulted  in free  cash flow
improving to a positive  $18 per share from  a low of negative  $5 per share  in
1991.  The  key changes  were  a reduction  in  staffing, a  dividend reduction,
decreases in  expenditures on  research and  development, decreases  in  capital
expenditures,  and a moderate  reduction in sales  and administration costs. The
improved cash  flow did  not, however,  come from  improved margins  which  have
shrunk  from 50% in 1991  to 39% in 1994. At  IBM's current valuation levels, we
believe IBM is fairly valued. We have not yet purchased a stock to replace  IBM,
however, some of the proceeds were used to add to our holding of Phelps Dodge.

Individual  issues which exhibited positive excess total returns relative to the
S&P 500  included Mellon  with a  33%  return; Burlington  Northern with  a  23%
return,  Bank  of  America with  a  22% return;  Deere  with a  23%  return; and
Woolworth with  a  21% return.  Holdings  exhibiting negative  relative  returns
included Phelps Dodge, down 8%; Bankers Trust, down 6%; and Ford down 4%.

FIXED INCOME

    The  fixed income component of the  Balanced Portfolio continues to maintain
100% exposure to intermediate-term U.S. Government securities. For the three and
twelve month  periods ended  March 31,  1995, the  fixed income  portion of  the
Portfolio  had total returns of 4.9% and 3.8%  against a return of 4.4% and 4.5%
for the Lehman  Intermediate Government/Corporate Bond  Index (the  fixed-income
benchmark for MSAM/Chicago).

The  fixed-income portion of the Portfolio began the quarter at approximately an
index neutral weighted  average maturity.  In the quarter,  interest rates  fell
across  the maturity  spectrum, with  the biggest decreases  at 2-3  years and 5
years. The Portfolio benefited from the reshaping of the yield curve as it holds
US Treasuries  in maturities  of 3  and  5 years.  There was  no change  in  the
maturity of the Portfolio in the quarter. With inflation at approximately the 3%
level,  and intermediate  yields (5  year maturity)  at the  7.1% level,  we are
comfortable with our current position.

- ----------
THE PERFORMANCE RESULTS PROVIDED ARE FOR INFORMATIONAL PURPOSES ONLY AND  SHOULD
NOT  BE CONSTRUED  AS A  GUARANTEE OF  THE PORTFOLIO'S  FUTURE PERFORMANCE. PAST
PERFORMANCE SHOWN IS NOT PREDICTIVE OF FUTURE PERFORMANCE. INVESTMENT RETURN AND
PRINCIPAL VALUE WILL FLUCTUATE SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED,  MAY
BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST.

                                       2
<PAGE>
INVESTMENTS (UNAUDITED)
- ----------
MARCH 31, 1995
<TABLE>
<CAPTION>
                                                  VALUE
 SHARES                                           (000)
- --------                                         --------
<C>        <S>                                   <C>
COMMON STOCKS (46.6%)
  AEROSPACE (1.1%)
   3,300    United Technologies Corp.            $    228
                                                 --------
  BANKING (5.4%)
   3,700    BankAmerica Corp.                         179
   3,400    Bankers Trust (New York) Corp.            178
   4,700    Boatmens Bancshares, Inc.                 142
   5,800    Chemical Banking Corp.                    219
   5,400    Mellon Bank Corp.                         220
   3,300    Morgan (J.P.) & Co., Inc.                 201
                                                 --------
                                                    1,139
                                                 --------
  CAPITAL GOODS (1.0%)
   2,600    Deere & Co.                               211
                                                 --------
  CHEMICALS (1.9%)
   3,425    Eastman Chemical Co.                      190
   2,700    Monsanto Co.                              217
                                                 --------
                                                      407
                                                 --------
  COMMUNICATIONS (4.0%)
   5,500    NYNEX Corp.                               218
   5,000    SBC Communications, Inc.                  211
   7,200    Sprint Corp.                              218
   4,700    U.S. West, Inc.                           188
                                                 --------
                                                      835
                                                 --------
  CONSUMER-DURABLES (2.3%)
   7,300    Ford Motor Co.                            197
   6,400    General Motors Corp.                      283
                                                 --------
                                                      480
                                                 --------
  CONSUMER-RETAIL (2.8%)
  11,600    Kmart Corp.                               160
   3,800    V.F. Corp.                                202
  12,700    Woolworth Corp.                           233
                                                 --------
                                                      595
                                                 --------
  CONSUMER-SERVICE & GROWTH (2.9%)
   8,100    Deluxe Corp.                              231
   3,400    Eastman Kodak Co.                         181
   9,600    Ogden Corp.                               193
                                                 --------
                                                      605
                                                 --------
  CONSUMER-STAPLES (4.1%)
   4,400    American Brands, Inc.                     173
   3,300    Anheuser Busch Cos., Inc.                 193
   2,500    CPC International, Inc.                   135
   9,400    Fleming Cos., Inc.                        213
   4,000    Heinz (H.J.) Co.                          154
                                                 --------
                                                      868
                                                 --------

<CAPTION>
                                                  VALUE
 SHARES                                           (000)
- --------                                         --------
<C>        <S>                                   <C>

  ENERGY (3.3%)
   5,400    Ashland Oil, Inc.                    $    192
   1,350    Mobil Corp.                               125
   1,250    Royal Dutch Petroleum Co.                 150
   3,500    Texaco, Inc.                              233
                                                 --------
                                                      700
                                                 --------
  FINANCIAL-DIVERSIFIED (0.8%)
   5,100    Student Loan Marketing Association        178
                                                 --------
  HEALTH CARE (5.0%)
   6,400    Bausch & Lomb Inc.                        229
   5,100    Baxter International, Inc.                167
   1,400    Becton Dickinson & Co.                     76
   3,100    Bristol-Myers Squibb Co.                  195
   4,400    Merck & Co., Inc.                         188
   5,300    Upjohn Co.                                189
                                                 --------
                                                    1,044
                                                 --------
  INDUSTRIAL (1.8%)
   8,500    Hanson plc ADR                            160
   5,500    Rockwell International Corp.              215
                                                 --------
                                                      375
                                                 --------
  INSURANCE (3.0%)
   7,900    American General Corp.                    255
   5,300    Aon Corp.                                 193
   3,800    St. Paul Cos., Inc.                       190
                                                 --------
                                                      638
                                                 --------
  METALS (1.2%)
   4,300    Phelps Dodge Corp.                        245
                                                 --------
  TECHNOLOGY (1.2%)
   5,200    Harris Corp.                              249
                                                 --------
  TRANSPORTATION (1.2%)
   4,300    Burlington Northern, Inc.                 255
                                                 --------
  UTILITIES (3.6%)
   8,400    General Public Utilities Corp.            245
   8,500    Northern Indiana Public Service
             Co.                                      264
   7,850    Texas Utilities Co.                       249
                                                 --------
                                                      758
                                                 --------
TOTAL COMMON STOCKS (Cost $8,966)                   9,810
                                                 --------
<CAPTION>

  FACE
 AMOUNT
 (000)
- --------
<C>        <S>                                   <C>

FIXED INCOME SECURITIES (45.3%)
  US TREASURY NOTES (45.3%)
$  4,875    8.25%, 7/15/98                          5,053
   4,803    5.50%, 4/15/00                          4,484
                                                 --------
TOTAL FIXED INCOME SECURITIES (Cost $9,858)         9,537
                                                 --------
</TABLE>

                                       3
<PAGE>
<TABLE>
<CAPTION>
  FACE
 AMOUNT                                           VALUE
 (000)                                            (000)
- --------                                         --------
<C>        <S>                                   <C>
SHORT-TERM INVESTMENT (7.0%)
  REPURCHASE AGREEMENT (7.0%)
$  1,473    U.S. Trust, 6.00%, dated 3/31/95,
             due 4/03/95, to be repurchased at
             $1,474, collateralized by $1,425
             Government National Mortgage
             Association, 9.50%-10.00%, due
             10/15/09-11/15/09, valued at
             $1,529 (Cost $1,473)                $  1,473
                                                 --------
TOTAL INVESTMENTS (98.9%) (Cost $20,297)           20,820
                                                 --------
OTHER ASSETS AND LIABILITIES (1.1%)
  Other Assets                                        274
  Liabilities                                         (42)
                                                 --------
                                                      232
                                                 --------

NET ASSETS (100%)                                $ 21,052
                                                 --------
                                                 --------
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE
PER SHARE
  Applicable to 2,286,131 outstanding $.001
  par value shares (authorized 500,000,000
  shares)                                        $   9.21
                                                 --------
                                                 --------
<FN>
- -------------
ADR -- American Depositary Receipt
</TABLE>

                                       4
<PAGE>
- --------------------------------------------------
OFFICERS AND DIRECTORS

Frederick B. Whittemore     James W. Grisham
  CHAIRMAN OF THE           VICE PRESIDENT
  BOARD                     Harold J. Schaaff, Jr.
Warren J. Olsen             VICE PRESIDENT
  PRESIDENT AND             Joseph P. Stadler
  DIRECTOR                  VICE PRESIDENT
John P. Britton             Valerie Y. Lewis
  DIRECTOR                  SECRETARY
George R. Bunn, Jr.         Karl Hartmann
  DIRECTOR                  ASSISTANT SECRETARY
A. MacDonald Caputo         Hilary D. Toole
  DIRECTOR                  ASSISTANT SECRETARY
Peter E. de Svastich        James R. Rooney
  DIRECTOR                  TREASURER
Gerard E. Jones             Timothy F. Osborne
  DIRECTOR                  ASSISTANT TREASURER

- ---------------------------------------------
INVESTMENT ADVISER AND ADMINISTRATOR
Morgan Stanley Asset Management Inc.
1221 Avenue of the Americas
New York, New York 10020
- ---------------------------------------------
CUSTODIANS
The United States Trust Company of New York
770 Broadway
New York, New York 10003

Morgan Stanley Trust Company
One Pierrepont Plaza
Brooklyn, New York 11210
- ---------------------------------------------
LEGAL COUNSEL
Morgan, Lewis & Bockius
2000 One Logan Square
Philadelphia, Pennsylvania 19103
- ---------------------------------------------
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP
1177 Avenue of the Americas
New York, New York 10036

- ---------------------------------------------
For current performance, current net asset value, or for assistance with your
account, please contact the Fund at (800) 548-7786. This report is authorized
for distribution only to shareholders and others who have received a copy of the
prospectus of Morgan Stanley Institutional Fund, Inc.

[LOGO] MORGAN STANLEY
       INSTITUTIONAL FUND, INC.
       P.O. Box 2798
       Boston, MA 02208-2798

[LOGO] MORGAN STANLEY
       INSTITUTIONAL FUND, INC.

                             FIXED INCOME PORTFOLIO
                              FIRST QUARTER REPORT
                                 MARCH 31, 1995
<PAGE>
LETTER TO SHAREHOLDERS
- -------

The  Fixed Income Portfolio  invests primarily in a  diversified portfolio of US
Government  securities,   corporate   bonds  (including   competitively   priced
Eurodollar bonds), mortgage-backed securities and other fixed income securities.
Targeted  rates of return for  the Portfolio are based  on current and projected
market economic conditions and on a conservative investment management approach.

For the three month period ended March 31, 1995, the Fixed Income Portfolio  had
a  total return of 4.55% against a return of 5.04% for the Lehman Aggregate Bond
Index. The total return for  the one year period ended  March 31, 1995, and  the
average  annual return for the  period from inception in  May 1991 through March
31, 1995, were 4.58% and 7.47%, respectively, as compared to 4.99% and 7.87% for
the Lehman Aggregate Bond Index for the same periods. As of March 31, 1995,  the
Portfolio had an SEC 30-day yield of 7.12%.

PERFORMANCE COMPARED TO THE LEHMAN AGGREGATE BOND INDEX1

<TABLE>
<CAPTION>
                                    TOTAL RETURNS(2)
                      --------------------------------------------
                                                      AVERAGE
                                                   ANNUAL SINCE
                         YTD        ONE YEAR         INCEPTION
                      ----------  -------------  -----------------
<S>                   <C>         <C>            <C>
PORTFOLIO...........       4.55%        4.58%            7.47%
INDEX...............       5.04         4.99             7.87
<FN>
- -------------
1.  The  Lehman  Aggregate Bond  Index  is an  unmanaged  index made  up  of the
    Government/Corporate Index,  the Mortgage-Backed  Securities Index  and  the
    Asset-Backed Securities Index.
2.  Total  returns for the Portfolio reflect  expenses waived and reimbursed, if
    applicable, by the  Adviser. Without  such waiver  and reimbursement,  total
    returns would be lower.
</TABLE>

PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE.

During  the first  quarter of  1995, the  bond market  dramatically reversed its
course from 1994, providing its best total return performance in several  years.
After  delivering negative  returns for  1994, the  broader bond  market indices
produced returns of roughly five percent  over the quarter. While a  combination
of  factors contributed  to this  strong performance,  three were  probably most
important. These were  indications of a  slower rate of  growth in the  economy,
changing  perceptions among market  participants about the  prospects for future
Federal Reserve tightenings of  monetary policy, and the  need for investors  to
put  to work  large cash positions  that had accumulated  in portfolios. Against
this backdrop of very strong domestic  bond market performance was the  behavior
of  the U.S. Dollar, which set new lows against the German Mark and Japanese Yen
over the quarter.

Entering 1995, market expectations were  generally for a continuation of  strong
economic  growth, further tightening by the Federal Reserve, and rising interest
rates, as had occurred in 1994. While the  Fed did indeed tighten at the end  of
January,  increasing both  the Federal  Funds Rate and  the Discount  Rate by 50
basis points, subsequent economic releases suggested that higher rates had begun
to have an effect in slowing the economy. More important, perhaps, comments made
by Federal  Reserve Chairman  Greenspan in  February, as  well as  by other  Fed
members,  led many market participants to  conclude that the Fed itself believed
it had successfully engineered  a "soft landing" for  the economy. As a  result,
many  concluded  that the  Fed  was near  the end  of  its tightenings  for this
interest rate cycle.

This significant change in investor psychology was coupled with high cash levels
at many institutions, as well as  durations that were generally below target  at
the  start of the year. As investors sought to put their cash to work and extend
duration, the market rallied substantially, with ten-year yields falling by over
60 basis points over the

                                       1
<PAGE>
quarter. The drop in rates  was accompanied by a  sharp steepening of the  yield
curve  over  the  quarter,  with the  two-year  to  thirty-year  Treasury spread
increasing from 18 basis points to 65  basis points over the period. At  current
rate levels, the market appears to be pricing in no further Fed tightenings.

While  U.S. interest rates  were falling over  the quarter, the  U.S. dollar was
declining dramatically against the deutsche  mark and the Japanese yen,  falling
more  than ten percent against each  currency. Thus, foreign investors seemed to
be expressing a very different view towards U.S. financial assets than  domestic
investors.  Ironically, this decline in the dollar may have helped the U.S. bond
market and contributed to  the steepening of the  yield curve, as Central  Banks
bought Treasury securities in an effort to stabilize the U.S. currency.

From a sector standpoint, non-Treasury sectors performed well versus Treasuries.
As investors sought incremental yield for their portfolios, both corporate bonds
and  mortgage-backed securities tightened in spread and outperformed Treasuries.
Strong market technicals, in terms  of limited issuance and generally  favorable
credit  trends, helped these sectors.  The outperformance was particularly large
in lower rated investment grade corporates,  with the split-rated sector of  the
corporate market providing the best returns.

                         FIRST QUARTER STRATEGY REVIEW

During  the first quarter, we kept our duration target very close to that of the
benchmark. Our  yield  curve  distribution was  relatively  barbelled,  with  an
overweighting  in the long end  of the curve and  the two-to-four-year sector of
the curve. Much  of our overweighting  in the two-to-four-year  area was in  the
adjustable rate mortgage sector, which we saw as an attractive value opportunity
relative  to similar duration alternatives.  We were underweighted in Treasuries
over the quarter, favoring sectors providing incremental yield spread and expect
to continue with this strategy in the second quarter.

                           OUTLOOK FOR SECOND QUARTER

While economic growth may be  moderating and the pace  of Fed tightening may  be
slowing,  we do  not anticipate extending  portfolio duration  in the near-term.
Current interest  rate levels  appear  to already  discount  a slowdown  in  the
economy  and absent Fed easing, which we do  not expect any time soon, we do not
see much room  for rates to  rally. To the  extent the market  does not  receive
continued confirmation of the slowdown scenarios, it is vulnerable to a setback.
We  continue to carry a barbell  structure emphasizing adjustable rate mortgages
on the short-end and maintain an overweighting of high quality spread product to
gain incremental yield against the benchmark.

- ----------
THE PERFORMANCE RESULTS PROVIDED  ARE FOR INFORMATION  PURPOSES ONLY AND  SHOULD
NOT  BE CONSTRUED  AS A  GUARANTEE OF  THE PORTFOLIO'S  FUTURE PERFORMANCE. PAST
PERFORMANCE SHOWN IS NOT PREDICTIVE OF FUTURE PERFORMANCE. INVESTMENT RETURN AND
PRINCIPAL VALUE WILL FLUCTUATE SO THAT  AN INVESTOR'S SHARES, WHEN REDEEMED  MAY
BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST.

                                       2
<PAGE>
INVESTMENTS (UNAUDITED)
- ---------
MARCH 31, 1995
<TABLE>
<CAPTION>
   FACE
  AMOUNT                                         VALUE
  (000)                                          (000)
- ----------                                     ---------
<C>         <S>                                <C>
FIXED INCOME SECURITIES (97.3%)
  US GOVERNMENT AND AGENCY OBLIGATIONS (63.8%)
             US Treasury Notes (23.1%)
$   13,000   7.375%, 11/15/97                  $  13,142
    20,000   8.25%, 7/15/98                       20,731
    12,500   7.25%, 8/15/04                       12,502
                                               ---------
                                                  46,375
                                               ---------
             Federal Home Loan Mortgage
              Corporation (7.1%)
        18   13.00%, 9/01/10                          20
    13,930   9.00%, 1/01/25-2/01/25               14,318
                                               ---------
                                                  14,338
                                               ---------
             Government National Mortgage
              Association (33.6%)
         9   11.00%, 12/15/15                         10
        18   10.00%, 5/15/19                          20
    10,095   6.00%, 2/15/24                        8,776
    24,062   7.00%, 5/15/24                       22,505
    25,808   7.50%, 12/20/24 - 3/20/25            26,338
    10,000   8.00%, 3/15/25                        9,906
                                               ---------
                                                  67,555
                                               ---------
  TOTAL US GOVERNMENT AND AGENCY OBLIGATIONS     128,268
                                               ---------
  FOREIGN GOVERNMENT AND AGENCY OBLIGATIONS (7.5%)
     5,000   Hydro Quebec 8.05%, 7/07/24           5,013
    12,500   Republic of Italy 6.875%,
              9/27/23                             10,039
                                               ---------
  TOTAL FOREIGN GOVERNMENT AND AGENCY
   OBLIGATIONS                                    15,052
                                               ---------
  CORPORATE BONDS AND NOTES (23.4%)
    FINANCE (18.4%)
     6,000   CCP Insurance 10.50%, 12/15/04        5,824
     7,500   Farmers Insurance 8.625%,
              5/01/24                              6,703
    10,000   Ford Motor Credit Co. 5.625%,
              3/03/97                              9,711
    10,000   General Motors Acceptance Corp.
              7.375%, 6/22/00                      9,799
     5,000   Goldman Sachs 7.80%, 7/15/02          4,911
                                               ---------
                                                  36,948
                                               ---------
    METALS (2.5%)
     5,000   USX Corp. 9.125%, 1/15/13             5,026
                                               ---------
    UTILITIES (2.5%)
     5,000   Central Maine Power 7.98%,
              10/04/96                             5,049
                                               ---------
  TOTAL CORPORATE BONDS AND NOTES                 47,023
                                               ---------

<CAPTION>

   FACE
  AMOUNT                                         VALUE
  (000)                                          (000)
- ----------                                     ---------
<C>         <S>                                <C>
  ASSET BACKED SECURITIES (2.6%)
$       23   Case Equipment Loan Trust, 92-A
              5.40%, 6/15/98                   $      23
        35   Federal Home Loan Mortgage
              Corp., REMIC 16-B 10.00%,
              10/15/19                                35
        24   Federal National Mortgage
              Association REMIC 92-59F
              6.525%, 8/25/06                         24
       100   Ford Credit Auto Loan Master
              Trust, 92-1A 6.875%, 1/15/99           100
        21   General Motors Acceptance Corp.
              Trust, 92-D 5.55%, 5/15/97              21
     5,000   Resolution Trust Corp. 9.00%,
              3/25/17                              5,101
                                               ---------
  TOTAL ASSET BACKED SECURITIES                    5,304
                                               ---------
TOTAL FIXED INCOME SECURITIES (Cost $194,734)    195,647
                                               ---------
SHORT-TERM INVESTMENT (6.5%)
  REPURCHASE AGREEMENT (6.5%)
    13,042   Goldman Sachs 6.20%, dated
              3/31/95, due 4/03/95, to be
              repurchased at $13,049,
              collateralized by $10,020
              United States Treasury Bonds,
              11.875%, due 11/15/03, valued
              at $13,392 (Cost $13,042)           13,042
                                               ---------
TOTAL INVESTMENTS (103.8%) (Cost $207,776)       208,689
                                               ---------
OTHER ASSETS AND LIABILITIES (-3.8%)
  Other Assets                                     4,975
  Liabilities                                    (12,616)
                                               ---------
                                                  (7,641)
                                               ---------
NET ASSETS (100%)                              $ 201,048
                                               ---------
                                               ---------
NET ASSET VALUE, OFFERING AND
REDEMPTION PRICE PER SHARE
  Applicable to 19,919,752 outstanding $.001
  par value shares (authorized 500,000,000
  shares)                                      $   10.09
                                               ---------
                                               ---------
<FN>
- -------------
REMIC -- Real Estate Mortgage Investment Conduit
</TABLE>

                                       3
<PAGE>
- --------------------------------------------------
OFFICERS AND DIRECTORS

<TABLE>
<S>                      <C>
Frederick B. Whittemore  James W. Grisham
  CHAIRMAN OF THE        VICE PRESIDENT
  BOARD                  Harold J. Schaaff, Jr.
Warren J. Olsen          VICE PRESIDENT
  PRESIDENT AND          Joseph P. Stadler
  DIRECTOR               VICE PRESIDENT
John P. Britton          Valerie Y. Lewis
  DIRECTOR               SECRETARY
George R. Bunn, Jr.      Karl Hartmann
  DIRECTOR               ASSISTANT SECRETARY
A. MacDonald Caputo      Hilary D. Toole
  DIRECTOR               ASSISTANT SECRETARY
Peter E. de Svastich     James R. Rooney
  DIRECTOR               TREASURER
Gerard E. Jones          Timothy F. Osborne
  DIRECTOR               ASSISTANT TREASURER
</TABLE>

- ---------------------------------------------
INVESTMENT ADVISER AND ADMINISTRATOR
Morgan Stanley Asset Management Inc.
1221 Avenue of the Americas
New York, New York 10020
- ---------------------------------------------
CUSTODIANS
The United States Trust Company of New York
770 Broadway
New York, New York 10003

Morgan Stanley Trust Company
One Pierrepont Plaza
Brooklyn, New York 11210
- ---------------------------------------------
LEGAL COUNSEL
Morgan, Lewis & Bockius
2000 One Logan Square
Philadelphia, Pennsylvania 19103
- ---------------------------------------------
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP
1177 Avenue of the Americas
New York, New York 10036

- ---------------------------------------------
For current performance, current net asset value, or for assistance with your
account, please contact the Fund at (800) 548-7786. This report is authorized
for distribution only to shareholders and others who have received a copy of the
prospectus of Morgan Stanley Institutional Fund, Inc.

[LOGO] MORGAN STANLEY
       INSTITUTIONAL FUND, INC.
       P.O. Box 2798
       Boston, MA 02208-2798

[LOGO] MORGAN STANLEY
       INSTITUTIONAL FUND, INC.

                            GLOBAL EQUITY PORTFOLIO
                              FIRST QUARTER REPORT
                                 MARCH 31, 1995
<PAGE>
LETTER TO SHAREHOLDERS
- -------

The  Global Equity Portfolio is  managed with the objective  of obtaining a high
total return by  investing in  markets worldwide, including  the United  States.
Investments  may also be  made with discretion in  smaller companies or emerging
markets.

The total return of  the Portfolio for  the three month  period ended March  31,
1995 was 3.29% as compared to 4.68% for the Morgan Stanley Capital International
(MSCI)  World Index for the same period.  The total return for the twelve months
ended March 31, 1995 and the average annual return for the period from inception
in July 1992 through  March 31, 1995  for the Portfolio  were 3.68% and  17.65%,
respectively,  compared to 9.32%  and 11.11% for  MSCI World Index  for the same
periods.

PERFORMANCE COMPARED TO THE MORGAN STANLEY CAPITAL INTERNATIONAL (MSCI) WORLD
INDEX1

<TABLE>
<CAPTION>
                                 TOTAL RETURNS2
                  --------------------------------------------
                                              AVERAGE ANNUAL
                     YTD        ONE YEAR     SINCE INCEPTION
                  ----------  ------------  ------------------
<S>               <C>         <C>           <C>
PORTFOLIO.......       3.29%        3.68%           17.65%
INDEX...........       4.68         9.32            11.11
<FN>
- -------------

1.  The MSCI World  Index is an  unmanaged index of  common stocks and  includes
    securities  listed  on  the stock  exchanges  of the  U.S.,  Europe, Canada,
    Australia, New Zealand and the Far East (assumes dividends reinvested).

2.  Total returns for the Portfolio  reflect expenses waived and reimbursed,  if
    applicable,  by the  Adviser. Without  such waiver  and reimbursement, total
    returns would be lower.
</TABLE>

PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE.

The outstanding feature of  the equity markets in  the three months ended  March
31,  1995 has been the turbulent impact of currencies, most notably the weakness
of the U.S.  dollar and  the strength  of the  deutsche mark  and Japanese  yen.
Returns to date for the world's stock markets clearly reflect this with the U.S.
market  up 9.5% and the Japanese and German markets down 15.2% and 8.2% in local
currency terms but  down 2.1% and  up 4.0% in  U.S. dollar terms,  respectively.
Europe  is experiencing a  strong export-led recovery  accompanied by fairly low
levels of inflation.  This is  clearly positive for  the bond  markets and  thus
equity  prices,  although with  the  qualification that  companies  are enjoying
little or  no unit  pricing  power. Thus,  going  forward, growth  in  corporate
profitability will continue to rely on productivity improvements. In relation to
the U.S. the recent rally in the bond market was in line with our forecast. With
current  yields now fair however,  we believe that the  rally has run its course
and that the Dow is unlikely to get much more help from this quarter. The latest
evidence from  the U.S.  points to  a soft  landing although  the high  capacity
utilization  in the manufacturing heartland of the mid-west does give some cause
for concern  given  the tightness  of  the labor  market.  If evidence  of  wage
inflation  accumulates in the months ahead, this could oblige the Fed to tighten
monetary policy.

The outlook for  the markets  continues to be  driven by  currency concerns.  We
remain  concerned about the possibility  of a banking crisis  in Japan. With the
Japanese yen at over two standard deviations overvalued against the U.S.  dollar
on  a purchasing power parity basis, the competitiveness of companies exports is
substantially curtailed. The deutsche  mark is also  overvalued on a  purchasing
power  parity basis. We are concerned that while the German and the U.S. current
account deficits  as a  percentage of  GNP are  not dissimilar  (1.8% and  2.1%,
respectively),  Germany's budget  deficit at 3.8%  of GNP  is significantly more
worrysome than  that of  the U.S.  at  just 2.6%  of GNP.  With the  real  yield
differential  between Germany and the U.S. widening in favor of the U.S. dollar,
we believe the dollar should strengthen over time. Nevertheless, we would be the
first to admit that sentiment is  running very strongly against the U.S.  dollar
and

                                       1
<PAGE>
that  it is difficult to see a short-term catalyst to reverse this, other than a
financial dislocation in Japan.

In the  United  States market  the  Portfolio  has had  a  slightly  underweight
position  relative  to the  MSCI  World Index.  Within  the U.S.,  we  have been
overweight  in  basic  industrial  and   financial  stocks,  which  had   become
under-valued  in the  wake of  the bond-market crash  of 1994.  We believe these
sectors offer further upside as we move into the second quarter.

In Europe, our overweight position relative  to the World Index is  concentrated
in  Holland, Switzerland,  and the U.K.,  where we  have been able  to find high
quality financial and consumer non-durable stocks. The continued availability of
attractive opportunities may  cause our  European weighting to  increase in  the
second quarter.

We  remain  significantly  underweight  in  Japan.  Despite  the  high  relative
valuation of  the  overall market,  certain  high-quality blue  chips  trade  at
significant  discounts  to  their global  counterparts.  Accordingly,  we remain
opportunistic in looking for additional opportunities in the months ahead.

- ----------
THE COUNTRY  SPECIFIC PERFORMANCE  RESULTS  PROVIDED IN  THIS OVERVIEW  ARE  FOR
INFORMATIONAL  PURPOSES ONLY AND SHOULD  NOT BE CONSTRUED AS  A GUARANTEE OF THE
PORTFOLIO'S FUTURE  PERFORMANCE. PAST  PERFORMANCE SHOWN  IS NOT  PREDICTIVE  OF
FUTURE PERFORMANCE. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO THAT
AN  INVESTOR'S  SHARES, WHEN  REDEEMED, MAY  BE  WORTH MORE  OR LESS  THAN THEIR
ORIGINAL COST.  PLEASE SEE  THE PROSPECTUS  FOR A  DESCRIPTION OF  CERTAIN  RISK
CONSIDERATIONS ASSOCIATED WITH INTERNATIONAL INVESTING.

                                       2
<PAGE>
INVESTMENTS (UNAUDITED)
- ---------
MARCH 31, 1995
<TABLE>
<CAPTION>
                                                     VALUE
  SHARES                                             (000)
- ----------                                         ---------
<C>         <S>                                    <C>
COMMON STOCKS (98.9%)
 AUSTRALIA (1.7%)
    50,000   Brambles Industries Ltd.              $     463
   400,000   McPherson's Ltd.                             47
   270,000   Westpac Banking Corp.                       966
                                                   ---------
                                                       1,476
                                                   ---------
 BELGIUM (1.8%)
    38,000   Delhaize Freres et Cie, 'Le Lion',
              S.A.                                     1,530
                                                   ---------
 CANADA (0.4%)
   200,000   Canadian Pioneer Energy                     243
    70,000   Northern Reef Exploration Ltd.               83
                                                   ---------
                                                         326
                                                   ---------
 FRANCE (5.2%)
     1,800   Bongrain S.A.                             1,077
    12,000   Credit Lyonnais CDI                         556
    18,573   Elf Aquitaine                             1,446
     7,200   Labinal S.A.                              1,133
     6,000   Sediver S.A.                                261
                                                   ---------
                                                       4,473
                                                   ---------
 GERMANY (8.7%)
     6,500   BASF AG                                   1,318
     5,372   Bayer AG                                  1,319
    10,000   Bremer Vulkan Verbund AG                    576
     3,000   Karstadt AG                               1,220
     3,000   Mannesmann AG                               775
     2,764   Sinn AG                                     671
     3,825   Varta AG                                    767
     1,910   Veba AG                                     690
       260   Volkswagen AG                                66
                                                   ---------
                                                       7,402
                                                   ---------
 IRELAND (2.7%)
   737,397   Anglo Irish Bank Corp. plc                  580
    73,900   Arnotts plc                                 288
   470,000   Avonmore Foods plc, Class A                 892
   230,000   Green Property plc                          504
                                                   ---------
                                                       2,264
                                                   ---------
 ITALY (2.7%)
   500,000   Stet Di Risp (NCS)                        1,003
   700,000   Telecom Italia S.p.A Di Risp (NCS)        1,301
                                                   ---------
                                                       2,304
                                                   ---------
 JAPAN (9.2%)
    80,000   Fuji Photo Film Ltd.                      1,898
    24,000   Hitachi Ltd.                                249
   110,000   Kao Corp.                                 1,305
   130,000   Nichido Fire & Marine Insurance Co.       1,049
    18,000   Sony Corp.                                  901
    30,000   Stanley Electric Co.                        204
   100,100   Sumitomo Rubber Industries                  813
     5,000   TDK Corp.                                   233

<CAPTION>

                                                     VALUE
  SHARES                                             (000)
- ----------                                         ---------
<C>         <S>                                    <C>
    40,000   Toyo Seikan Kaisha Ltd.               $   1,243
                                                   ---------
                                                       7,895
                                                   ---------
 NETHERLANDS (8.5%)
    46,222   ABN Amro Holdings N.V.                    1,693
     2,050   Hollandsche Beton Groep N.V.                326
    31,393   Internationale Nederlanden Groep
              N.V.                                     1,546
    40,000   Koninklijke Van Ommern N.V.               1,051
    15,160   Nedlloyd Groep N.V.                         425
    10,000   Oce-Van Der Grinten N.V.                    509
    50,000   Philips Electronics N.V.                  1,695
                                                   ---------
                                                       7,245
                                                   ---------
 SPAIN (2.2%)
    79,500   Iberdrola SA                                470
   112,300   Telefonica Nacional de Espana S.A.        1,420
                                                   ---------
                                                       1,890
                                                   ---------
 SWEDEN (1.4%)
   230,000   Skandinaviska Enskilda Banken, Class
              A                                        1,182
                                                   ---------
 SWITZERLAND (7.2%)
       800   Ascom Holdings AG (Bearer)                  856
     1,000   Bobst AG (Bearer)                         1,374
     1,800   Ciba-Geigy AG (Registered)                1,194
       700   Forbo Holding AG (Registered)               666
       195   Kuoni Riesebuero AG (Participating
              Certificates)                              292
     1,400   Magazine Globus (Participating
              Certificates)                              906
       900   Schweizerische
              Industrie-Gesellschaft Holdings
              (Registered)                               832
                                                   ---------
                                                       6,120
                                                   ---------
 UNITED KINGDOM (9.9%)
    51,443   Barclays plc                                519
   100,000   Bass plc                                    889
   300,000   Christian Salvesen plc                    1,209
   150,000   Forte plc                                   553
   219,726   John Mowlem & Co. plc                       290
   150,000   Kwik Save Group plc                       1,316
   180,000   Matthews (Bernard) plc                      323
    49,900   McAlpine (Alfred) plc                       112
   653,333   Pentos plc                                   --
    93,333   Perry Group plc                             210
   259,552   Pilkington plc                              689
    60,674   Rolls-Royce plc                             157
   200,000   Tate & Lyle plc                           1,408
    40,000   Unilever plc                                792
   133,000   Wembley plc                                  13
                                                   ---------
                                                       8,480
                                                   ---------
 UNITED STATES (37.3%)
    89,000   Addington Resources, Inc.                   845
    21,000   Aluminum Company of America                 869
</TABLE>

                                       3
<PAGE>
<TABLE>
<CAPTION>
                                                     VALUE
  SHARES                                             (000)
- ----------                                         ---------
<C>         <S>                                    <C>
 UNITED STATES (CONTINUED)
    30,000   American Pacific Corp.                $     204
    22,050   AMR Corp.                                 1,428
    59,975   Aviall, Inc.                                397
    50,500   Beazer Homes USA, Inc.                      682
    40,000   Brooklyn Bancorp, Inc.                    1,290
   150,000   Cadiz Land Co., Inc.                        637
    85,000   Comsat Corp.                              1,583
    57,000   Cray Research, Inc.                       1,047
    80,000   Data General Corp.                          590
   110,000   Egghead, Inc.                               935
    50,000   Enhance Financial Services Group,
              Inc.                                       850
    45,000   Finova Group, Inc.                        1,485
    30,000   Gap, Inc.                                 1,065
   134,200   GenRad, Inc.                                738
    16,000   Georgia Pacific Corp.                     1,276
   220,000   Jardine Strategic Holdings, Inc.            836
    60,000   Johnstown America Industries, Inc.          810
    31,000   Kaiser Resources, Inc.                      225
    41,500   Mellon Bank Corp.                         1,691
    65,000   Mercer International, Inc.                  942
    42,500   Midlantic Corp.                           1,456
    21,600   MMI Cos., Inc.                              373
    12,000   National Gypsum Co.                         603
    16,000   Pacific Bank N.A. (New)                     302
    27,000   Paco Pharmaceutical Services, Inc.          329
    24,000   Philip Morris Cos., Inc.                  1,566
    12,000   Prime Retail, Inc.                          153
    47,500   Rohr, Inc.                                  499
    15,000   Ryder Systems, Inc.                         360
    52,000   Sierra Tucson Cos., Inc.                    156
    25,000   Sun Co., Inc.                               713
    17,000   Team, Inc.                                   29
    13,100   Tecumseh Products Co., Class A              649
    21,000   Unionfed Financial Corp. (New)                6
    29,200   US Shoe Corp.                               770
    20,000   UST Corp.                                   215
    70,000   Waban, Inc.                               1,383
   195,000   WorldCorp, Inc.                           1,877
                                                   ---------
                                                      31,864
                                                   ---------
TOTAL COMMON STOCKS (Cost $81,655)                    84,451
                                                   ---------

<CAPTION>

                                                     VALUE
  SHARES                                             (000)
- ----------                                         ---------
<C>         <S>                                    <C>

PREFERRED STOCK (0.8%)
 GERMANY (0.8%)
     3,000   Volkswagen AG (Cost $647)             $     602
                                                   ---------
CONVERTIBLE PREFERRED SECURITY (0.0%)
 UNITED STATES (0.0%)
    21,000   Jardine Strategic Holdings, Inc.
              IDR, 7.50%, 5/07/97 (Cost $21)              27
                                                   ---------
<CAPTION>

  NO. OF
 WARRANTS
- ----------
<C>         <S>                                    <C>
WARRANTS (0.0%)
 SWITZERLAND (0.0%)
       500   Forbo Holdings (Registered),
              expiring 11/01/95 (Cost $0)                  1
                                                   ---------
</TABLE>

<TABLE>
<CAPTION>
  AMOUNT
  (000)
- ----------
<C>         <S>                                   <C>
FOREIGN CURRENCY (0.0%)
   L     1  British Pound                                 1
   SP   14  Spanish Peseta                               --
                                                  ---------
TOTAL FOREIGN CURRENCY (Cost $1)                          1
                                                  ---------
TOTAL INVESTMENTS (99.7%) (Cost $82,324)             85,082
                                                  ---------
OTHER ASSETS AND LIABILITIES (0.3%)
  Other Assets                                          516
  Liabilities                                          (225)
                                                  ---------
                                                        291
                                                  ---------
NET ASSETS (100%)                                 $  85,373
                                                  ---------
                                                  ---------
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE
PER SHARE
  Applicable to 6,283,053 outstanding $.001 par
  value shares (authorized 500,000,000 shares)    $   13.59
                                                  ---------
                                                  ---------
<FN>
- -------------
IDR -- International Depositary Receipt
NCS -- Non Convertible Shares
</TABLE>

                                       4
<PAGE>
- --------------------------------------------------
OFFICERS AND DIRECTORS

Frederick B. Whittemore     James W. Grisham
  CHAIRMAN OF THE           VICE PRESIDENT
  BOARD                     Harold J. Schaaff, Jr.
Warren J. Olsen             VICE PRESIDENT
  PRESIDENT AND             Joseph P. Stadler
  DIRECTOR                  VICE PRESIDENT
John P. Britton             Valerie Y. Lewis
  DIRECTOR                  SECRETARY
George R. Bunn, Jr.         Karl Hartmann
  DIRECTOR                  ASSISTANT SECRETARY
A. MacDonald Caputo         Hilary D. Toole
  DIRECTOR                  ASSISTANT SECRETARY
Peter E. de Svastich        James R. Rooney
  DIRECTOR                  TREASURER
Gerard E. Jones             Timothy F. Osborne
  DIRECTOR                  ASSISTANT TREASURER

- ---------------------------------------------
INVESTMENT ADVISER AND ADMINISTRATOR
Morgan Stanley Asset Management Inc.
1221 Avenue of the Americas
New York, New York 10020
- ---------------------------------------------
CUSTODIANS
The United States Trust Company of New York
770 Broadway
New York, New York 10003

Morgan Stanley Trust Company
One Pierrepont Plaza
Brooklyn, New York 11210
- ---------------------------------------------
LEGAL COUNSEL
Morgan, Lewis & Bockius
2000 One Logan Square
Philadelphia, Pennsylvania 19103
- ---------------------------------------------
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP
1177 Avenue of the Americas
New York, New York 10036

- ---------------------------------------------
For current performance, current net asset value, or for assistance with your
account, please contact the Fund at (800) 548-7786. This report is authorized
for distribution only to shareholders and others who have received a copy of the
prospectus of Morgan Stanley Institutional Fund, Inc.

[LOGO] MORGAN STANLEY
       INSTITUTIONAL FUND, INC.
       P.O. Box 2798
       Boston, MA 02208-2798

[LOGO] MORGAN STANLEY
       INSTITUTIONAL FUND, INC.

                           EUROPEAN EQUITY PORTFOLIO
                              FIRST QUARTER REPORT
                                 MARCH 31, 1995
<PAGE>
LETTER TO SHAREHOLDERS
- -------

The  investment objective of the European  Equity Portfolio is to seek long-term
capital growth through investment in  common stocks of European issuers.  Common
stocks  for  this  purpose include  stocks  and equivalents  such  as securities
convertible into  common stocks  and securities  having equity  characteristics,
such as rights and warrants to purchase common stock.

The  approach taken  in selecting investments  for the Portfolio  is oriented to
individual stock selection and is value driven. The initial step in  identifying
attractive undervalued securities is the screening of European databases. Stocks
are  screened for  undervaluation on  two primary  criteria, cash  flow and book
value, and three secondary criteria, earnings, sales and yield. Once stocks have
been selected  from  this  screening  process, they  are  put  through  detailed
fundamental analysis. Important areas covered during this in-depth study include
the  companies' balance sheets  and cash flows,  franchise, products, management
and the strategic value of the businesses' assets.

The total return of  the Portfolio for  the three month  period ended March  31,
1995,   was  1.66%  as  compared  to   6.17%  for  the  Morgan  Stanley  Capital
International (MSCI) Europe Index during the same period. Total returns for  the
past  twelve months and the average annual  return for the period from inception
in April  1993 through  March 31,  1995, were  4.13% and  20.66%,  respectively,
compared to 10.25% and 14.83% for the MSCI Europe Index for the same periods.

PERFORMANCE COMPARED TO THE MORGAN STANLEY CAPITAL INTERNATIONAL (MSCI) EUROPE
INDEX(1)

<TABLE>
<CAPTION>
                                 TOTAL RETURNS(2)
                    ------------------------------------------
                                               AVERAGE ANNUAL
                       YTD        ONE YEAR    SINCE INCEPTION
                    ----------  ------------  ----------------
<S>                 <C>         <C>           <C>
PORTFOLIO.........       1.66%        4.13%          20.66%
INDEX.............       6.17        10.25           14.83
<FN>
- -------------
1.  The MSCI Europe Index is an unmanaged index of common stocks and includes 14
    countries throughout Europe.
2.  Total  returns for the Portfolio reflect  expenses waived and reimbursed, if
    applicable, by the  Adviser. Without  such waiver  and reimbursement,  total
    returns would be lower.
</TABLE>

PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE.

In  the first quarter of 1995 the investment environment in Europe was dominated
by currency volatility and interest rate  moves. Countries in the deutsche  mark
block,  Germany, Switzerland and the Netherlands, have seen currency strength as
investors have moved funds  to the "quality" markets.  These are all markets  in
which  there  continues to  be  low inflation.  Towards  the end  of  March this
environment allowed the Bundesbank to lower the discount rate by one half of one
percent. The Swiss and Dutch authorities immediately followed this lead.

In the Southern European markets the situation is quite different. In both Spain
and Italy there continues to be fears over interest rates, higher inflation  and
the  uncertain political picture.  In both markets we  have seen weak currencies
despite an increase in interest rates. In  France the franc has also been  under
pressure but lower rates in Germany has eased this situation.

As  you can see, this was a difficult  quarter for the Portfolio with nearly all
the underperformance coming  in March. There  was a combination  of reasons  for
this  underperformance. Overall, this was not a good month for value investments
following two  good  years in  1993  and  1994. In  particular,  companies  with
cyclical  characteristics, which  are cheap  on price  to book  value, performed
badly while growth  companies generally  performed better.  Looking at  specific
markets we were hurt by our overweight position in Italy which was down 8.39% in
U.S.  dollar terms.  Other underperforming  markets in  which we  are overweight
include Germany  -8.7%,  Switzerland  -3.5%  and  Finland  -7.8%,  although  the
strength  of the Swiss franc and deutsche  mark has offset the decline. The best
performing markets were the U.K. and France.

                                       1
<PAGE>
Looking forward,  we  remain  optimistic  as  we  are  finding  good  investment
opportunities  in  many of  these markets.  The  Italian market,  in particular,
appears to have overreacted to short-term political and economic sentiment.

During the quarter,  we added the  following new investments  to the  Portfolio:
Banco de Santander in Spain and BSM, Tate and Lyle in the UK.

Following  its acquisition of Banesto, Santander  has repositioned itself as the
main domestic bank  in Spain. Recovery  of non-performing loans,  lower cost  of
funding and aggressive cost cutting should drive Banesto earnings recovery above
Pts 40 billion, the dilutive threshold for Santander. The bank's tier ratios are
above   10%,  and  it  consolidated  coverage  of  doubtful  loans  above  100%,
substantially stronger  than  its  European competitors.  The  valuation  should
benefit  from  the trend  of lower  provisioning  and higher  productivity, both
leading to a normalized ROE above 15%.

BSM is the only  nationwide driving tuition  chain with a  15% market share  and
strong  brand recognition in a  fragmented market. In total,  it has 139 offices
through which the  franchised driving instructors  operate. The group  generates
substantial  amounts of  free cashflow  and is placed  for strong  growth in the
future.

Tate and Lyle  is one  of the  world's best  known sugar  and sweetener  brands,
operating  across the  globe in both  regulated and  unregulated markets. Unlike
some sugar companies it has expanded  into related business and is  particularly
strong in the U.K. and U.S. Establishing its global network has led to increased
debt  levels, but the company  is now producing strong  cashflow to service this
debt and continue to grow the business.

- ----------
THE COUNTRY  SPECIFIC PERFORMANCE  RESULTS  PROVIDED ARE  MEASURED BY  THE  MSCI
EUROPE INDEX AND ARE FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE CONSTRUED
AS  A GUARANTEE OF THE PORTFOLIO'S FUTURE PERFORMANCE. PAST PERFORMANCE SHOWN IS
NOT PREDICTIVE OF FUTURE PERFORMANCE. INVESTMENT RETURN AND PRINCIPAL VALUE WILL
FLUCTUATE SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS
THAN THEIR ORIGINAL COST. PLEASE SEE THE PROSPECTUS FOR A DESCRIPTION OF CERTAIN
RISK CONSIDERATIONS ASSOCIATED WITH INTERNATIONAL INVESTING.

                                       2
<PAGE>
INVESTMENTS (UNAUDITED)
- ---------
MARCH 31, 1995
<TABLE>
<CAPTION>
                                                   VALUE
 SHARES                                            (000)
- --------                                         ---------
<C>        <S>                                   <C>
COMMON STOCKS (88.1%)
  BELGIUM (3.5%)
   4,500    Arbed S.A.                           $     632
  11,000    Delhaize Freres et Cie, 'Le Lion',
             S.A.                                      443
   5,000    G.I.B. Holdings, Ltd.                      219
      55    G.I.B. Holdings, Ltd. (New)                  2
                                                 ---------
                                                     1,296
                                                 ---------
  DENMARK (1.2%)
  11,160    Unidanmark A/S, Class A
             (Registered)                              452
                                                 ---------
  FINLAND (3.8%)
  25,500    Amer-Yhtymae Oy, Class A                   432
  17,500    Huhtamaki Oy, Series 1                     521
  40,600    Kansallis-Osake Pankki                      38
  40,000    Pohjola Insurance Co., Ltd., Class
             B                                         396
                                                 ---------
                                                     1,387
                                                 ---------
  FRANCE (12.6%)
   1,200    Bongrain S.A.                              718
   3,700    Cie de Saint Gobain                        458
  15,500    Credit Lyonnais CDI                        719
   6,800    Elf Aquitaine                              529
   3,400    Eridania Beghin-Say S.A.                   548
   3,805    Legris Industries S.A.                     286
   2,700    Precision Mecaniques Labinal S.A.          425
  21,000    Thomson CSF                                563
   7,000    Total S.A., Class B                        415
                                                 ---------
                                                     4,661
                                                 ---------
  GERMANY (9.9%)
   2,700    BASF AG                                    548
   1,760    Bayer AG                                   432
   8,000    Bremer Vulkan Verbund AG                   461
   1,880    Commerzbank AG                             439
     800    Karstadt AG                                325
   1,200    Mannesmann AG                              310
   2,700    Varta AG                                   542
   1,700    Veba AG                                    614
                                                 ---------
                                                     3,671
                                                 ---------
  ITALY (5.4%)
 250,000    Cogefar                                    176
 110,000    Editoriale L'Expresso S.p.A.               181
  20,305    Safilo S.p.A.                              131
 310,000    Stet Di Risp (NCS)                         622
 205,500    Telecom Italia S.p.A.                      478
  10,000    Telecom Italia S.p.A. Di Risp
             (NCS)                                      18
 130,000    Unicem Di Risp (NCS)                       379
                                                 ---------
                                                     1,985
                                                 ---------

<CAPTION>
                                                   VALUE
 SHARES                                            (000)
- --------                                         ---------
<C>        <S>                                   <C>
  NETHERLANDS (10.5%)
  20,000    ABN Amro Holdings N.V.               $     732
   3,300    Akzo Nobel N.V.                            360
   3,500    Hollandsche Beton Groep N.V.               557
  12,500    Internationale Nederlanden Groep
             N.V.                                      616
   6,000    Koninklijke Bijenkorf Beheer N.V.          423
  15,000    Koninklijke Van Ommeren N.V.               394
  23,500    Philips Electronics N.V.                   797
                                                 ---------
                                                     3,879
                                                 ---------
  NORWAY (2.5%)
 100,000    Den Norkse Bank A/S, Class A Free          267
  16,000    Hafslund Nycomed, Class B                  314
  28,000    Saga Petroleum A/S, Class B                349
                                                 ---------
                                                       930
                                                 ---------
  PORTUGAL (0.4%)
@  1,905    Portuguese Investment Fund                 127
                                                 ---------
  SPAIN (7.1%)
  63,000    Asturiana de Zinc S.A.                     536
   5,000    Banco de Santander S.A.                    175
  24,280    Banco Espanol de Credito S.A.              165
   9,518    Bodegas y Bebidas S.A.                     259
   7,870    Grupo Duro Felguera S.A.                    26
 100,000    Iberdrola S.A.                             591
  35,500    Sevillana de Electricidad S.A.             161
  57,000    Telefonica Nacional de Espana S.A.         721
                                                 ---------
                                                     2,634
                                                 ---------
  SWEDEN (1.8%)
  69,700    Skandinaviska Enskilda Banken,
             Class A                                   358
  19,000    S.K.F. AB, Class B                         315
                                                 ---------
                                                       673
                                                 ---------
  SWITZERLAND (14.2%)
     870    Alusuisse-Lonza Holdings Ltd.
             (Registered)                              470
     500    Ascom Holdings AG (Bearer)                 535
     360    Bobst AG (Bearer)                          495
     700    Ciba-Geigy AG (Bearer)                     466
     175    Ciba-Geigy AG (Registered)                 116
     100    Forbo Holding AG (Bearer)                  188
     500    Forbo Holding AG (Registered)              476
     700    Hero AG (Bearer)                           382
     500    Holderbank Glarus AG (Bearer)              365
     750    Magazine Globus (Participating
             Certificates)                             485
     300    Moevenpick Holding AG
             (Participating Certificates)              127
</TABLE>

                                       3
<PAGE>
<TABLE>
<CAPTION>
                                                   VALUE
 SHARES                                            (000)
- --------                                         ---------
<C>        <S>                                   <C>
  SWITZERLAND (CONTINUED)
     670    Schweizerische
             Industrie-Gesellschaft Holdings
             (Registered)                        $     620
     950    SwissAir (Registered)                      523
                                                 ---------
                                                     5,248
                                                 ---------
  UNITED KINGDOM (15.2%)
 145,500    Asprey plc                                 179
  70,000    Associated British Foods plc               691
 249,990    Automated Security Holdings plc            241
  20,000    Bass plc                                   178
 200,000    BET plc                                    351
  70,000    BSM Group plc                              173
 152,550    Christian Salvesen plc                     615
 118,856    John Mowlem & Co. plc                      157
  75,000    Kwik Save Group plc                        658
  24,895    McAlpine (Alfred) plc                       56
  66,000    Reckitt & Colman plc                       663
  37,401    Rolls-Royce plc                             97
 170,000    Royal Insurance Holdings plc               790
  95,165    Sketchley plc                              129
  85,000    Tate & Lyle plc                            598
 253,775    Wembley plc                                 25
                                                 ---------
                                                     5,601
                                                 ---------
TOTAL COMMON STOCKS (Cost $32,685)                  32,544
                                                 ---------
PREFERRED STOCKS (4.7%)
  GERMANY (4.7%)
   1,400    RWE AG                                     369
   3,000    Spar Handels AG                            741
   3,200    Volkswagen AG                              642
                                                 ---------
TOTAL PREFERRED STOCKS (Cost $1,702)                 1,752
                                                 ---------
<CAPTION>

 NO. OF                                            VALUE
 RIGHTS                                            (000)
- --------                                         ---------
<C>        <S>                                   <C>
RIGHTS (0.0%)
  UNITED KINGDOM (0.0%)
    6,926   Rolls-Royce plc (Cost $0)             $       1
                                                  ---------
<CAPTION>

  FACE
 AMOUNT
  (000)
- ---------
<C>        <S>                                   <C>
SHORT-TERM INVESTMENT (1.8%)
  REPURCHASE AGREEMENT (1.8%)
$       646   U.S. Trust, 6.00%, dated 3/31/95,
               due 4/03/95, to be repurchased at
               $646, collateralized by $635
               Government National Mortgage
               Association 9.50% - 10.00%, due
               10/15/09 - 11/15/09, valued at
               $676 (Cost $646)                         646
                                                  ---------
FOREIGN CURRENCY (10.7%)
 L        6   British Pound                              10
  DM  5,166   Deutsche Mark                           3,742
  FM     56   Finnish Markka                             13
IL  310,178   Italian Lira                              182
                                                  ---------
TOTAL FOREIGN CURRENCY (Cost $3,863)                  3,947
                                                  ---------
TOTAL INVESTMENTS (105.3%) (Cost $38,896)            38,890
                                                  ---------
OTHER ASSETS AND LIABILITIES (-5.3%)
  Other Assets                                        194
  Liabilities                                      (2,152)
                                                   ------
                                                   (1,958)
                                                   ------
NET ASSETS (100%)                                  $36,932
                                                   ------
                                                   ------
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE
PER SHARE
  Applicable to 2,858,538 outstanding $.001 par
  value shares (authorized 500,000,000 shares)     $ 12.92
                                                   ------
                                                   ------
<FN>
- -------------
NCS -- Non Convertible Shares
  @ -- The fund is advised by an affiliate.
</TABLE>

                                       4
<PAGE>
- --------------------------------------------------
OFFICERS AND DIRECTORS

Frederick B. Whittemore  James W. Grisham
  CHAIRMAN OF THE        VICE PRESIDENT
  BOARD                  Harold J. Schaaff, Jr.
Warren J. Olsen          VICE PRESIDENT
  PRESIDENT AND          Joseph P. Stadler
  DIRECTOR               VICE PRESIDENT
John P. Britton          Valerie Y. Lewis
  DIRECTOR               SECRETARY
George R. Bunn, Jr.      Karl Hartmann
  DIRECTOR               ASSISTANT SECRETARY
A. MacDonald Caputo      Hilary D. Toole
  DIRECTOR               ASSISTANT SECRETARY
Peter E. de Svastich     James R. Rooney
  DIRECTOR               TREASURER
Gerard E. Jones          Timothy F. Osborne
  DIRECTOR               ASSISTANT TREASURER

- ---------------------------------------------
INVESTMENT ADVISER AND ADMINISTRATOR
Morgan Stanley Asset Management Inc.
1221 Avenue of the Americas
New York, New York 10020
- ---------------------------------------------
CUSTODIANS
The United States Trust Company of New York
770 Broadway
New York, New York 10003

Morgan Stanley Trust Company
One Pierrepont Plaza
Brooklyn, New York 11210
- ---------------------------------------------
LEGAL COUNSEL
Morgan, Lewis & Bockius
2000 One Logan Square
Philadelphia, Pennsylvania 19103
- ---------------------------------------------
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP
1177 Avenue of the Americas
New York, New York 10036

- ---------------------------------------------
For current performance, current net asset value, or for assistance with your
account, please contact the Fund at (800) 548-7786. This report is authorized
for distribution only to shareholders and others who have received a copy of the
prospectus of Morgan Stanley Institutional Fund, Inc.

[LOGO] MORGAN STANLEY
       INSTITUTIONAL FUND, INC.
       P.O. Box 2798
       Boston, MA 02208-2798

[LOGO] MORGAN STANLEY
       INSTITUTIONAL FUND, INC.

                         GLOBAL FIXED INCOME PORTFOLIO
                              FIRST QUARTER REPORT
                                 MARCH 31, 1995
<PAGE>
LETTER TO SHAREHOLDERS
- -------

The  Global Fixed Income Portfolio aims to  produce an attractive rate of return
by investing  in  fixed  income  securities  issued  by  governments,  agencies,
supranational  entities  and  corporations  with  varing  maturities  in various
currencies.

The total return of  the Portfolio for  the three month  period ended March  31,
1995 was 6.61% as compared to 9.98% for the J.P. Morgan Traded Global Bond Index
for  the same period.  Total return for  the past twelve  months and the average
annual total return for the period from inception in May 1991 through March  31,
1995  for the Portfolio  were 3.28% and 7.63%,  respectively, compared to 12.08%
and 10.98% for the J.P. Morgan Traded Global Bond Index during the same periods.

PERFORMANCE COMPARED TO THE J.P. MORGAN TRADED GLOBAL BOND INDEX1

<TABLE>
<CAPTION>
                                    TOTAL RETURNS2
                      ------------------------------------------
                                                 AVERAGE ANNUAL
                                                     SINCE
                         YTD        ONE YEAR       INCEPTION
                      ----------  ------------  ----------------
<S>                   <C>         <C>           <C>
PORTFOLIO...........       6.61%        3.28%           7.63%
INDEX...............       9.98        12.08           10.98
<FN>
- -------------
1.  The J.P. Morgan Traded Global Bond Index is an unmanaged index of securities
    and includes Australia,  Belgium, Canada, Denmark,  France, Germany,  Italy,
    Japan,  The Netherlands,  Spain, Sweden, the  United Kingdom  and the United
    States.
2.  Total returns for the Portfolio  reflect expenses waived and reimbursed,  if
    applicable,  by the  Adviser. Without  such waiver  and reimbursement, total
    returns would be lower.
</TABLE>

PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE.

During the quarter,  U.S. bonds rallied  across all maturities  and produced  an
overall  return  approaching  5.0%.  The  three  main  sectors  --  governments,
corporates  and  mortgages  --  performed  equally  well  indicating  no   major
misvaluations.   Although  the  economy  continued   to  display  high  capacity
utilization levels, employment rates and credit demand, bonds were encouraged by
some signs of a slowdown in activity.  Confidence grew in the likelihood of  the
economy  achieving a "soft landing" with slowing growth and stable inflation. In
February the Federal Reserve raised interest  rates by another 0.5% to 6.0%  but
expectations  of further monetary tightening  were scaled back considerably. The
yield curve steepened with the spread between two and thirty year bonds widening
by nearly fifty basis points as shorter securities reacted more favorably to the
drop in  forward rates.  The Portfolio  increased its  weighting to  U.S.  bonds
during  the quarter but maintained a near  neutral duration in its holdings. The
Canadian bond market  produced a slightly  higher return than  the U.S. but  ten
year  yield spreads over  U.S. bonds fluctuated  in a volatile  range of 130-180
basis points. The Portfolio took opportunities to reduce Canadian exposure  down
to a neutral weighting. Although the market was encouraged by a credible budget,
tighter  monetary  policy  and continued  low  inflation, the  threat  of Quebec
separatism and credit rating downgrades,  together with investors' concern  over
Canada's  high debt  levels ensured that  a sizable risk  premium continued. The
Portfolio held longer dated  Australian bonds which returned  over 3.0% for  the
quarter.  Their recurring influence was an  indication of slowing growth and the
government attempting to avoid further interest rate hikes by promising a  tough
budget in May. The Portfolio's New Zealand bonds gained over 5.0% with the yield
curve  becoming more  inverse as  the reserve  bank reiterated  its intention to
control inflation through tight  monetary policy. Japanese  bonds were the  best
performers  over the quarter  despite having the  world's lowest running yields.
The surge in the  yen was seen  as a market positive  by dampening the  economic
recovery and putting further downward pressure on inflation. Domestic investors'
caution  about non-yen  assets, a  weak stock  market and  buoyant savings flows
ensured a strong liquidity boost to  bonds. Towards quarter end key money  rates
fell  below 2.0% and the Bank of Japan came under increasing pressure to cut the
Official Discount  Rate. The  Portfolio maintained  an underweight  position  in

                                       1
<PAGE>
yen  bonds  to  the  detriment of  relative  performance.  However  duration was
increased in March  to exploit the  rally and gain  yield. The Euroyen  holdings
also outperformed government bonds.

The  German and Dutch  markets produced the  top returns in  Europe with both up
nearly 5.0%.  German bonds  were  supported by  a  continued downward  trend  in
headline  inflation and money  supply data and  the Bundesbank's unexpected 0.5%
easing of the discount rate at quarter end. Although wage agreements were higher
than anticipated, the safe haven flow of funds into bundes ensured their  strong
performance.  Yield spreads between the deutsche mark bloc and the high yielding
markets  widened  considerably  in  response  to  currency  turmoil,   political
uncertainty  and  a  continuing  risk averse  attitude  of  investors.  Bonds in
countries with weak currencies also began  to factor in the consequent risks  of
higher  inflation and economic growth relative  to those with strong currencies.
Strains within  the  Exchange  Rate  Mechanism  brought  forward  interest  rate
increases  in France,  Denmark, Belgium, Ireland  and Spain  and flattened their
yield curves. Outside of  the ERM, Italy, Sweden  and the UK also  independently
raised  their rates. The  Portfolio benefitted from  overweighting the hard core
markets with longer duration bonds.

First quarter  foreign exchange  developments were  dominated by  a  significant
depreciation  of the U.S. dollar, particularly  against the yen and the deutsche
mark. By the end of the  period the unit had fallen  over 15% versus the yen  to
reach a post war low of below Y87. It touched an all time of below DM1.35 versus
the deutsche mark before recovering slightly to end down over 13%.

The  dollar remained  hostage to  the familiar  structural problems  of the U.S.
current account deficit, budget  deficit and low level  of national savings.  In
addition,  evidence of  moderating economic growth  caused the  market to revise
down its expectations  for the path  of U.S.  interest rates. The  shock of  the
Mexican  peso devaluation and associated uncertainty was another negative. There
was disappointment that the balanced budget amendment was defeated in the Senate
at a time when polititians were discussing tax cuts. Sentiment was also dampened
by a perception of  limited concern among U.S.  policy makers over the  dollar's
decline.  (On a trade weighted  basis its fall was  marginal because of the weak
currencies of  the U.S.'s  major trading  partners --  Canada and  Mexico).  The
dollar's  status as  a reserve currency  was increasingly  questioned as central
banks seemed  inclined  to  diversify their  currency  holdings.  The  Portfolio
maintained  a  slightly overweight  dollar  weighting by  hedging  from European
currencies. Although there seems little immediate reason for a strong rebound in
confidence in  the dollar,  it remains  cheaply valued  and competitive  on  any
measure  of purchasing power parity which  will encourage direct investment into
the U.S. Gradual  progress on  reducing the budget  and trade  deficits will  be
positives  and the currency may benefit from an upward revision to U.S. interest
rate expectations. The Australian dollar  ended its long period of  appreciation
and  fell by 5.4%  against the U.S. over  the quarter. It  was undermined by the
large current account deficit, some signs of economic slowdown, a reluctance  by
the  authorities to raise interest  rates further and a  softening of base metal
prices. The Portfolio fully hedged its Australian exposure into the New  Zealand
dollar  which rose by 2.2% as the Reserve Bank remained hawkish on inflation and
interest rates. The Canadian  dollar traded within a  range of C$1.43 to  C$1.38
and ended the quarter largely unchanged. Significant intervention by the Bank of
Japan  did little  to dent  the surge  in the  yen, which  also managed  to rise
against the deutsche mark.  It remained supported by  the large current  account
surplus,  capital repatriation and a reluctance of Japanese investors to recycle
their surpluses overseas. Judging the yen  to be very overvalued, the  Portfolio
maintained an underweight yen currency position which was the largest factor for
performance lagging the benchmark. In Europe, deutsche mark strength against the
dollar  and country  specific problems  led to  turmoil on  the cross  rates and
devaluations of the Spanish peseta and Portuguese escudo.

                                       2
<PAGE>
The deutsche mark, Swiss  franc and Dutch guilder  benefitted from a safe  haven
status  as sterling, the French franc, Italian lira, Spanish peseta, and Swedish
krona hit all time lows. Currencies were sold heavily wherever there were doubts
about governments' determination  to deal  with inflation and  debt problems  or
concerns  about political stability. German rate cuts resulted in little relief.
The  Portfolio  maintained  neutral  or  underweight  positions  in  the  weaker
currencies.

Bonds  have  staged  a  notable  rally  this year  as  there  has  been  a sharp
improvement in the  markets' assessment of  the likely path  of global  interest
rates  in 1995. This has been accompanied by  a reduction in risk premia in many
markets and  a  perception that  the  global  economic recovery  has  lost  some
momentum.  At present levels, the U.S. market is discounting much favorable news
in terms of economic slowdown, subdued  inflation and an end to Fed  tightening.
Consequently  bond yields will correct higher  if growth accelerates again. This
could however create another buying opportunity  as long as the Fed reacts  with
appropriate  monetary tightening. European  and Japanese bonds may  also be in a
more consolidating phase  following their gains.  Within Europe higher  yielding
markets  discount a lot of  bad news but they have  limited scope to converge to
the core countries while relative fiscal, inflation and political risks  remain.
From  a  longer  term  view  bonds  remain  a  very  good  value  relative  to a
structurally benign global inflation background.

- ----------
THE COUNTRY SPECIFIC PERFORMANCE RESULTS PROVIDED ARE FOR INFORMATIONAL PURPOSES
ONLY AND  SHOULD NOT  BE CONSTRUED  AS  A GUARANTEE  OF THE  PORTFOLIO'S  FUTURE
PERFORMANCE.  PAST PERFORMANCE  SHOWN IS  NOT PREDICTIVE  OF FUTURE PERFORMANCE.
INVESTMENT RETURN  AND PRINCIPAL  VALUE  WILL FLUCTUATE  SO THAT  AN  INVESTOR'S
SHARES,  WHEN REDEEMED,  MAY BE  WORTH MORE  OR LESS  THAN THEIR  ORIGINAL COST.
PLEASE SEE  THE PROSPECTUS  FOR  A DESCRIPTION  OF CERTAIN  RISK  CONSIDERATIONS
ASSOCIATED WITH INTERNATIONAL INVESTING.

                                       3
<PAGE>
INVESTMENTS (UNAUDITED)
- ---------
MARCH 31, 1995

<TABLE>
<CAPTION>
    FACE
   AMOUNT                                                           VALUE
   (000)                                                            (000)
- ------------                                                       --------
<S>           <C>                                                  <C>
FIXED INCOME SECURITIES (92.0%)
  AUSTRALIAN DOLLAR (2.8%)
    GOVERNMENT BONDS (2.8%)
 A$   3,800    Government of Australia 7.00%, 4/15/00              $  2,503
                                                                   --------
  BRITISH POUND (3.5%)
    GOVERNMENT BONDS (3.5%)
 L    2,000    United Kingdom Treasury Bond 8.00%, 6/10/03            3,128
                                                                   --------
  CANADIAN DOLLAR (3.0%)
    EUROBONDS (3.0%)
 C$   1,500    British Columbia Province 7.75%, 6/16/03               1,013
      2,500    Export-Import Bank of Japan 7.75%, 10/08/02            1,659
                                                                   --------
                                                                      2,672
                                                                   --------
  DANISH KRONE (7.3%)
    GOVERNMENT BONDS (7.3%)
 DK 40,500     Kingdom of Denmark 7.00%, 12/15/04                     6,510
                                                                   --------
  DEUTSCHE MARK (10.8%)
    EUROBONDS (4.5%)
 DM  6,000     LKB Baden-Wurttemberg 6.50%, 9/15/08                   3,951
                                                                   --------
    GOVERNMENT BONDS (6.3%)
      4,500    Deutschland Republic 6.50%, 7/15/03                    3,122
      3,500    Treuhandanstalt 6.75%, 5/13/04                         2,462
                                                                   --------
                                                                      5,584
                                                                   --------
                                                                      9,535
                                                                   --------
  FINNISH MARKKA (3.0%)
    GOVERNMENT BONDS (3.0%)
 FM 12,000     Finnish Government 9.50%, 3/15/04                      2,671
                                                                   --------
</TABLE>

<TABLE>
<CAPTION>
    FACE
   AMOUNT                                                           VALUE
   (000)                                                            (000)
- ------------                                                       --------
<S>           <C>                                                  <C>
  FRENCH FRANC (6.3%)
    GOVERNMENT BONDS (6.3%)
 FF  16,000    France O.A.T. 6.75%, 10/25/03                       $  3,075
     11,800    France O.A.T. 8.50%, 12/26/12                          2,516
                                                                   --------
                                                                      5,591
                                                                   --------
  ITALIAN LIRA (4.2%)
    GOVERNMENT BONDS (4.2%)
 IL7,395,000   Republic of Italy Treasury Bond 8.50%, 8/01/99         3,707
                                                                   --------
  JAPANESE YEN (5.6%)
    EUROBONDS (5.6%)
 Y   95,000    International Bank for Reconstruction &
                Development 5.25%, 3/20/02                            1,211
    300,000    International Bank for Reconstruction &
                Development 4.75%, 12/20/04                           3,741
                                                                   --------
                                                                      4,952
                                                                   --------
  NETHERLANDS GUILDER (8.3%)
    GOVERNMENT BONDS (8.3%)
 NG 11,500     Government of the Netherlands 7.25%, 1/10/04           7,412
                                                                   --------
  NEW ZEALAND DOLLAR (3.2%)
    GOVERNMENT BONDS (3.2%)
 NZ$ 4,300     New Zealand Government 8.00%, 4/15/04                  2,822
                                                                   --------
  SPANISH PESETA (3.8%)
    GOVERNMENT BONDS (3.8%)
 SP 465,000    Spanish Government 10.90%, 8/30/03                     3,395
                                                                   --------
</TABLE>

                                       4
<PAGE>
<TABLE>
<CAPTION>
    FACE
   AMOUNT                                                           VALUE
   (000)                                                            (000)
- ------------                                                       --------
<S>           <C>                                                  <C>
  UNITED STATES DOLLAR (30.2%)
    EUROBONDS (2.4%)
 $    2,000    Republic of Italy 6.875%, 9/27/23                   $  1,616
        500    Statens Bostads 8.50%, 5/30/97                           510
                                                                   --------
                                                                      2,126
                                                                   --------
    US GOVERNMENT AND AGENCY OBLIGATIONS (24.5%)
               US Treasury Bonds
        500      12.75%, 11/15/10                                       693
      4,330      8.125%, 8/15/19                                      4,591
               US Treasury Notes
      1,000      7.875%, 2/15/96                                      1,011
      1,600      7.625%, 4/30/96                                      1,617
        400      5.875%, 5/31/96                                        397
      2,070      6.25%, 2/15/03                                       1,950
        675      7.25%, 5/15/04                                         675
               US Treasury STRIPS
      1,600      2/15/98, Principal Only                              1,316
        352      5/15/03, Principal Only                                197
               Government National Mortgage Association
      3,280      ARM 7.00%, 9/20/24                                   3,300
      5,905      ARM 7.50%, 1/20/25                                   6,025
                                                                   --------
                                                                     21,772
                                                                   --------
    CORPORATE BONDS AND NOTES (2.2%)
      2,000    Salomon, Inc. 6.32%, 2/05/97                           1,948
                                                                   --------
    YANKEE BONDS (1.1%)
      1,000    Hydro Quebec 8.05%, 7/07/24                            1,000
                                                                   --------
                                                                     26,846
                                                                   --------
 TOTAL FIXED INCOME SECURITIES (Cost $78,523)                        81,744
                                                                   --------
</TABLE>

<TABLE>
<CAPTION>
    FACE
   AMOUNT                                                           VALUE
   (000)                                                            (000)
- ------------                                                       --------
<S>           <C>                                                  <C>
  SHORT-TERM INVESTMENTS (7.1%)
    DEUTSCHE MARK (5.9%)
      TIME DEPOSIT (5.9%)
 DM  7,243     ING Bank 4.625%, 4/04/95                            $  5,247
                                                                   --------
    UNITED STATES DOLLAR (1.2%)
      REPURCHASE AGREEMENT (1.2%)
 $    1,056    U.S. Trust, 6.00%, dated 3/31/95, due 4/03/95, to
                be repurchased at $1,057, collateralized by $990
                Government National Mortgage Association,
                9.50%-10.00%, due 10/15/09-4/15/10, valued at
                $1,067                                                1,056
                                                                   --------
 TOTAL SHORT-TERM INVESTMENTS (Cost $6,186)                           6,303
                                                                   --------
 TOTAL INVESTMENTS (99.1%) (Cost $84,709)                            88,047
                                                                   --------
 OTHER ASSETS AND LIABILITIES (0.9%)
  Other Assets                                                       57,068
  Liabilities                                                       (56,283)
                                                                   --------
                                                                        785
                                                                   --------
NET ASSETS (100%)                                                  $ 88,832
                                                                   --------
                                                                   --------
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE
  Applicable to 8,246,445 outstanding $.001 par value shares
  (authorized 500,000,000 shares)                                  $  10.77
                                                                   --------
                                                                   --------
</TABLE>

                                       5
<PAGE>
- -------------------------------------------------
OFFICERS AND DIRECTORS

Frederick B. Whittemore James W. Grisham
  CHAIRMAN OF THE       VICE PRESIDENT
  BOARD                 Harold J. Schaaff, Jr.
Warren J. Olsen         VICE PRESIDENT
  PRESIDENT AND         Joseph P. Stadler
  DIRECTOR              VICE PRESIDENT
John P. Britton         Valerie Y. Lewis
  DIRECTOR              SECRETARY
George R. Bunn, Jr.     Karl Hartmann
  DIRECTOR              ASSISTANT SECRETARY
A. MacDonald Caputo     Hilary D. Toole
  DIRECTOR              ASSISTANT SECRETARY
Peter E. de Svastich    James R. Rooney
  DIRECTOR              TREASURER
Gerard E. Jones         Timothy F. Osborne
  DIRECTOR              ASSISTANT TREASURER

- --------------------------------------------
INVESTMENT ADVISER AND ADMINISTRATOR
Morgan Stanley Asset Management Inc.
1221 Avenue of the Americas
New York, New York 10020
- --------------------------------------------
CUSTODIANS
The United States Trust Company of New York
770 Broadway
New York, New York 10003

Morgan Stanley Trust Company
One Pierrepont Plaza
Brooklyn, New York 11210
- --------------------------------------------
LEGAL COUNSEL
Morgan, Lewis & Bockius
2000 One Logan Square
Philadelphia, Pennsylvania 19103
- --------------------------------------------
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP
1177 Avenue of the Americas
New York, New York 10036

- --------------------------------------------
For current performance, current net asset value, or for assistance with your
account, please contact the Fund at (800) 548-7786. This report is authorized
for distribution only to shareholders and others who have received a copy of the
prospectus of Morgan Stanley Institutional Fund, Inc.

[LOGO] MORGAN STANLEY
       INSTITUTIONAL FUND, INC.
       P.O. Box 2798
       Boston, MA 02208-2798

[LOGO] MORGAN STANLEY
       INSTITUTIONAL FUND, INC.

                            EQUITY GROWTH PORTFOLIO
                              FIRST QUARTER REPORT
                                 MARCH 31, 1995
<PAGE>
LETTER TO SHAREHOLDERS
- -------

The  Equity  Growth  Portfolio  employs  a  growth-oriented  investment strategy
seeking long-term capital  appreciation. The Portfolio  seeks to accomplish  its
objective  by investing primarily in equities of medium and large capitalization
companies exhibiting sustainable earnings growth.

The total return of  the Portfolio for  the three month  period ended March  31,
1995  was  9.93% compared  to 9.73%  for the  S&P 500  Index. Compared  to other
domestic  equity  funds  in  general,  and  growth  funds  in  particular,   the
Portfolio's  performance was stronger. The Lipper Growth Fund Index gained 7.23%
while the Russell  1000 Growth Index  rose 9.52%. In  fact, according to  Lipper
Analytical  Services, the S&P 500 Index beat 90% of domestic equity mutual funds
in the first quarter. This continues a  trend established in 1994, when the  S&P
500 Index outperformed 78% of U.S. equity funds.

PERFORMANCE COMPARED TO THE S&P 500 INDEX1

<TABLE>
<CAPTION>
                                  TOTAL RETURNS2
                    ------------------------------------------
                                               AVERAGE ANNUAL
                       YTD        ONE YEAR    SINCE INCEPTION
                    ----------  ------------  ----------------
<S>                 <C>         <C>           <C>
PORTFOLIO.........       9.93%       15.08%           9.40%
INDEX.............       9.73        15.54           10.66
<FN>
- -------------
1.  The S&P 500 is an unmanaged index of common stocks.
2.  Total  returns for the Portfolio reflect  expenses waived and reimbursed, if
    applicable, by the  Adviser. Without  such waiver  and reimbursement,  total
    returns would be lower.
</TABLE>

PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE.

There  are likely a variety  of reasons for the  recent underperformance of most
equity funds relative to the S&P 500. But the most compelling reason, we  think,
is  the return to favor  of large capitalization consumer  staple groups such as
foods, beverages, tobaccos, household products and pharmaceuticals. These groups
make up  a very  significant percentage  of  the S&P  500 and  they tend  to  be
underowned by institutional investors and mutual funds.

We  think this is relevant because, after  underperforming the market in 1992 to
1993, the large  cap consumer  staple stocks began  to outperform  again in  the
second  quarter of  1994, and  we believe this  may continue  for several years.
There are several reasons for this:

1.  The economic recovery  is now getting quite  old by historic standards,  and
    even  if we  have a  "soft landing" rather  than recession,  the earnings of
    economically sensitive  companies will  ultimately falter.  This is  already
    starting  to occur, as  companies in many early-cycle  sectors such as autos
    and housing are experiencing downward street earnings estimate revisions. By
    comparison, the  earnings  stability  of  consumer  staple  companies  looks
    attractive.

2.  The pricing pressures experienced by consumer staple companies -- from drugs
    to foods to tobacco -- in the early 1990s, forced restructuring actions that
    has  led to  stronger earnings growth  prospects. In a  more subdued pricing
    environment, the quality of stated earnings is higher.

3.  Many  of the  better positioned consumer  staple companies  have very  large
    international operations, so the weak dollar is a positive.

4.    Share  repurchase  activity is  at  an  all-time high  for  many  of these
    companies.

At March 31, 1995, the Portfolio had  20% of net assets in consumer staples,  up
from  17% at December 31,  1994, and 16% at January  1994. We have increased our
weighting in this group since the first  quarter ended. Philip Morris is by  far
the largest holding in the Portfolio at 7.7% of net assets. This was our largest
holding  for part of 1994 as  well, but we cut it  back late in the year because
the stock had a nice gain, and we felt that anticipation of the widely  followed
Castano  class action decision would  act as a cloud  and restrain investors. In
February, the judge  did in fact  certify a  class action, but  the decision  is
complicated  and not  as bad  for the industry  as the  media made  it seem. Yet
Philip Morris stock dropped  over $4 in  two days and  we began repurchasing  it
aggressively  in the  high $50s and  low $60s.  The stock closed  the quarter at
$65 3/8 and we were paid a dividend of $0.83 in March.

Despite the recent strength  in Philip Morris, we  believe it remains  extremely
attractive. In fact, it is now only back to where it was trading four years ago,
while  earnings  and  dividends are  50%  higher.  Business is  very  strong and
consensus

                                       1
<PAGE>
earnings expectations have moved  up consistently over  the past four  quarters.
Earnings  should grow at least 15% annually over the next 3-5 years, but the P/E
multiple at $65 3/8 is  only 10 and 8 1/2  on 1995 and 1996 estimated  earnings,
respectively.  The dividend yield is  about 5% and we  expect the dividend to be
raised at least 18% in August.

Other significant consumer staple holdings at March 31, 1995 include Coca  Cola,
UST (since sold), Kellogg, Pfizer, Schering Plough and Duracell.

During  late  1994 and  early  1995, we  pared  back our  large  financial stock
exposure. We  had  substantial  profits in  this  area  and felt  there  was  an
opportunity  to  redeploy  these profits  in  more traditional  growth  areas --
namely, consumer staples and retail growth. Still, financial stocks made up  14%
of  the  Portfolio net  assets  at March  31, 1995  somewhat  above the  S&P 500
weighting.  Our  important  holdings  here  include  Fannie  Mae,  Wells  Fargo,
Citicorp, JP Morgan and American Express.

We  took some  profits in technology  early in the  quarter and so  far this has
proven to be a mistake. Our weighting in this sector is 11%, with the  important
holdings  being AT&T, Intel, IBM,  Watkins Johnson, Applied Materials, Cabletron
Systems and Motorola.

Defense and defense-based conglomerates accounted for 7% of the Portfolio's  net
assets  at March 31,  1995. This was a  big sector for us  in 1994, with Grumman
being acquired  and McDonnell  Douglas  rising 34%  against a  flattish  overall
market.  We continue to feel the downsizing of the defense industry will provide
very attractive restructuring opportunities and rapid EPS growth for the  better
positioned  companies. Our largest holdings  here are McDonnell Douglas, Litton,
United Technologies,  Allied Signal,  Rockwell and  General Motors  Hughes.  The
latter  four companies  are really growth  cyclicals, in our  view, with defense
components. Other  growth cyclicals  in the  Portfolio include  Chrysler,  Ford,
Goodyear, Hercules and Gannett.

If  there is one investment theme that  we currently find most compelling, it is
searching for non-cyclical growth stocks that have not yet moved. Over the  past
year, the stocks of powerful growth companies with high earnings visibility have
experienced significant P/E expansion. Examples include Coca Cola, up 41% in the
12  months ended March 31; Microsoft, up 68%; Pfizer, up 62%; and Intel, up 26%.
Clearly, the market is  forecasting a slowdown in  cyclical company earnings  at
some  point, and is saying that growth is valuable. The retail growth sector has
not participated in  this move. Trends  in the  retail sector are  not great  --
e.g.,  consumer spending is spotty and labor costs are rising. But retail growth
companies are  not just  retailers;  they are  also  growth companies.  So,  for
example,  if Home Depot's same-store sales go from  up 10% to up 6%, and margins
stay flat instead of rising modestly, but square footage growth is 25%, revenues
and earnings still grow at  roughly 30%. Home Depot's EPS  grew 23% in 1993  and
30%  in 1994. While this is  down from prior years, it  is above the growth rate
that Coca Cola achieved in both years.  Yet Coke stock is up 39% since  year-end
1992  while Home  Depot is down  12%. With momentum  investors currently selling
retail  growth  stocks  due  to  decelerating  trends,  we  think  there  is  an
opportunity  to buy some of the best franchises in the sector at P/Es much lower
than in recent years.  Our biggest bets here  are Home Depot, Autozone,  Lowe's,
Cracker Barrel and General Nutrition.

- ----------
THE  PERFORMANCE RESULTS PROVIDED ARE FOR INFORMATIONAL PURPOSES ONLY AND SHOULD
NOT BE CONSTRUED  AS A  GUARANTEE OF  THE PORTFOLIO'S  FUTURE PERFORMANCE.  PAST
PERFORMANCE SHOWN IS NOT PREDICTIVE OF FUTURE PERFORMANCE. INVESTMENT RETURN AND
PRINCIPAL  VALUE WILL FLUCTUATE SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED, MAY
BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST.

                                       2
<PAGE>
INVESTMENTS (UNAUDITED)
- ----------
MARCH 31, 1995
<TABLE>
<CAPTION>
                                                     VALUE
  SHARES                                             (000)
- ----------                                         ---------
<C>         <S>                                    <C>
COMMON STOCKS (85.9%)
  CAPITAL GOODS/CONSTRUCTION (9.6%)
    AEROSPACE & DEFENSE (7.3%)
     6,900   Boeing Co.                            $     372
    28,600   General Motors Corp., Class H             1,180
    22,100   Loral Corp.                                 939
    46,100   McDonnell Douglas Corp.                   2,570
    25,800   Rockwell International Corp.              1,006
    37,200   United Technologies Corp.                 2,571
                                                   ---------
                                                       8,638
                                                   ---------
    BUILDING & CONSTRUCTION (0.6%)
    33,300   USG Corp.                                   766
                                                   ---------
    ELECTRICAL EQUIPMENT (0.9%)
    20,600   General Electric Co.                      1,115
                                                   ---------
    MACHINERY (0.8%)
    16,900   Caterpillar, Inc.                           940
                                                   ---------
  TOTAL CAPITAL GOODS/CONSTRUCTION                    11,459
                                                   ---------
  CONSUMER-CYCLICAL (23.3%)
    AUTOMOTIVE (3.1%)
    43,700   Chrysler Corp.                            1,830
    28,600   Ford Motor Co.                              772
    28,600   Goodyear Tire & Rubber Co.                1,051
                                                   ---------
                                                       3,653
                                                   ---------
    BROADCAST-RADIO & TELEVISION (2.8%)
     6,940   CBS, Inc.                                   444
    63,700   New World Communications                  1,099
    31,200   Turner Broadcasting System, Inc.,
              Class B                                    546
    25,918   Viacom, Inc., Class B                     1,160
                                                   ---------
                                                       3,249
                                                   ---------
    FOOD SERVICE & LODGING (3.1%)
    50,850   Boston Chicken, Inc.                        826
    88,600   Cracker Barrel Old Country Store,
              Inc.                                     1,982
    51,000   Wendy's International, Inc.                 835
                                                   ---------
                                                       3,643
                                                   ---------
    GAMING & LODGING (0.7%)
    21,450   National Gaming Corp.                       182
    16,100   Promus Cos., Inc.                           604
                                                   ---------
                                                         786
                                                   ---------
    HOUSEHOLD FURNISHINGS & APPLIANCES (1.1%)
    29,400   Duracell International, Inc.              1,316
                                                   ---------
    LEISURE RELATED (1.5%)
    24,700   Eastman Kodak Co.                         1,312
    20,800   Toy Biz, Inc.                               408
                                                   ---------
                                                       1,720
                                                   ---------

<CAPTION>
                                                     VALUE
  SHARES                                             (000)
- ----------                                         ---------
<C>         <S>                                    <C>
    PUBLISHING (2.2%)
    32,800   Gannett Co., Inc.                     $   1,751
    22,600   Time Warner, Inc.                           853
                                                   ---------
                                                       2,604
                                                   ---------
    RETAIL-GENERAL (8.8%)
   108,100   Autozone, Inc.                            2,689
    90,800   General Nutrition Cos., Inc.              2,520
    19,800   Harcourt General, Inc.                      772
    57,300   Home Depot, Inc.                          2,536
    54,500   Lowe's Cos., Inc.                         1,880
                                                   ---------
                                                      10,397
                                                   ---------
  TOTAL CONSUMER-CYCLICAL                             27,368
                                                   ---------
  CONSUMER-STAPLES (20.2%)
    BEVERAGES & TOBACCO (12.0%)
    48,100   Coca Cola Co.                             2,718
    26,600   PepsiCo, Inc.                             1,037
   139,800   Philip Morris Cos., Inc.                  9,122
    41,550   UST, Inc.                                 1,319
                                                   ---------
                                                      14,196
                                                   ---------
    DRUGS (3.3%)
    21,700   Merck & Co., Inc.                           925
    20,450   Pfizer, Inc.                              1,754
    15,800   Schering-Plough Corp.                     1,175
                                                   ---------
                                                       3,854
                                                   ---------
    FOOD (2.4%)
    32,700   Kellogg Co.                               1,909
    19,900   Ralston Purina Group                        950
                                                   ---------
                                                       2,859
                                                   ---------
    HEALTH CARE SUPPLIES & SERVICES (1.9%)
    29,400   Columbia/HCA Healthcare Corp.             1,264
    20,900   United Healthcare Corp.                     977
                                                   ---------
                                                       2,241
                                                   ---------
    PERSONAL CARE PRODUCTS (0.6%)
     8,100   Gillette Co.                                661
                                                   ---------
  TOTAL CONSUMER-STAPLES                              23,811
                                                   ---------
  DIVERSIFIED (1.1%)
    32,300   AlliedSignal, Inc.                        1,268
                                                   ---------
  ENERGY (2.9%)
    COAL, GAS, & OIL (2.9%)
    10,400   Exxon Corp.                                 694
    13,900   Mobil Corp.                               1,288
    12,400   Royal Dutch Petroleum Co.                 1,488
                                                   ---------
  TOTAL ENERGY                                         3,470
                                                   ---------
</TABLE>

                                       3
<PAGE>
<TABLE>
<CAPTION>
                                                     VALUE
  SHARES                                             (000)
- ----------                                         ---------
<C>         <S>                                    <C>
  FINANCE (13.5%)
    BANKING (3.6%)
    21,600   Citicorp                              $     918
    23,000   Morgan (J.P.) & Co., Inc.                 1,403
    12,600   Wells Fargo & Co.                         1,970
                                                   ---------
                                                       4,291
                                                   ---------
    FINANCIAL SERVICES (8.7%)
    63,200   American Express Co.                      2,204
    18,300   Dean Witter Discover & Co.                  746
    13,000   Federal Home Loan Mortgage Corp.            787
    56,200   Federal National Mortgage
              Association                              4,573
     9,700   Franklin Resources, Inc.                    377
    16,700   Salomon, Inc.                               566
     9,800   Student Loan Marketing Association          342
    19,400   Travelers, Inc.                             749
                                                   ---------
                                                      10,344
                                                   ---------
    INSURANCE (1.2%)
    19,900   Exel Ltd.                                   878
    26,900   PartnerRe Holdings, Ltd.                    572
                                                   ---------
                                                       1,450
                                                   ---------
  TOTAL FINANCE                                       16,085
                                                   ---------
  MATERIALS (2.6%)
    CHEMICALS (2.1%)
    37,400   Hercules, Inc.                            1,744
     8,700   Monsanto Co.                                698
                                                   ---------
                                                       2,442
                                                   ---------
    FOREST PRODUCTS & PAPER (0.5%)
    10,800   Mead Corp.                                  579
                                                   ---------
  TOTAL MATERIALS                                      3,021
                                                   ---------
  SERVICES (1.5%)
    PROFESSIONAL SERVICES (0.9%)
    27,800   CUC International, Inc.                   1,081
                                                   ---------
    TRANSPORTATION (0.6%)
    10,500   AMR Corp.                                   680
                                                   ---------
  TOTAL SERVICES                                       1,761
                                                   ---------
  TECHNOLOGY (11.2%)
    COMPUTERS (2.0%)
    21,350   Cabletron Systems, Inc.                     958
    16,900   International Business Machines
              Corp.                                    1,384
                                                   ---------
                                                       2,342
                                                   ---------
    ELECTRONICS (6.3%)
    16,800   Applied Material, Inc.                      926
    15,850   Intel Corp.                               1,345
    76,900   Litton Industries, Inc.                   2,759
    16,600   Motorola, Inc.                              907
    38,400   Watkins-Johnson Co.                       1,469
                                                   ---------
                                                       7,406
                                                   ---------
<CAPTION>
                                                     VALUE
  SHARES                                             (000)
- ----------                                         ---------
<C>         <S>                                    <C>
    SOFTWARE SERVICES (0.3%)
     9,400   Lotus Development Corp.               $     359
                                                   ---------
    TELECOMMUNICATIONS (2.6%)
    41,100   Airtouch Communications                   1,120
    38,200   American Telephone & Telegraph Corp.      1,977
                                                   ---------
                                                       3,097
                                                   ---------
  TOTAL TECHNOLOGY                                    13,204
                                                   ---------
TOTAL COMMON STOCKS (COST $93,562)                   101,447
                                                   ---------
<CAPTION>

  NO. OF
  RIGHTS
- ----------
<C>         <S>                                    <C>
RIGHTS (0.0%)
    BROADCAST RADIO & TELEVISION (0.0%)
    38,800   Viacom, Inc., expiring 7/07/95 (Cost
              $168)                                       46
                                                   ---------
<CAPTION>

   FACE
  AMOUNT
  (000)
- ----------
<C>         <S>                                    <C>
SHORT-TERM INVESTMENT (10.4%)
    REPURCHASE AGREEMENT (10.4%)
$   12,307   Goldman Sachs 6.20%, dated 3/31/95,
              due 4/3/95, to be repurchased at
              $12,313, collateralized by $10,075
              United States Treasury Bonds,
              11.125%, due 8/15/03, valued at
              $12,628 (Cost $12,307)                  12,307
                                                   ---------
TOTAL INVESTMENTS (96.3%) (COST $106,037)            113,800
                                                   ---------
OTHER ASSETS AND LIABILITIES (3.7%)
  Other Assets                                         8,836
  Liabilities                                         (4,417)
                                                   ---------
                                                       4,419
                                                   ---------

NET ASSETS (100%)                                  $ 118,219
                                                   ---------
                                                   ---------
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE
PER SHARE
  Applicable to 9,314,621 outstanding $.001 par
  value shares (authorized 500,000,000 shares)        $12.69
                                                   ---------
                                                   ---------
</TABLE>

                                       4
<PAGE>
- --------------------------------------------------
OFFICERS AND DIRECTORS

Frederick B. Whittemore     James W. Grisham
  CHAIRMAN OF THE           VICE PRESIDENT
  BOARD                     Harold J. Schaaff, Jr.
Warren J. Olsen             VICE PRESIDENT
  PRESIDENT AND             Joseph P. Stadler
  DIRECTOR                  VICE PRESIDENT
John P. Britton             Valerie Y. Lewis
  DIRECTOR                  SECRETARY
George R. Bunn, Jr.         Karl Hartmann
  DIRECTOR                  ASSISTANT SECRETARY
A. MacDonald Caputo         Hilary D. Toole
  DIRECTOR                  ASSISTANT SECRETARY
Peter E. de Svastich        James R. Rooney
  DIRECTOR                  TREASURER
Gerard E. Jones             Timothy F. Osborne
  DIRECTOR                  ASSISTANT TREASURER

- ---------------------------------------------
INVESTMENT ADVISER AND ADMINISTRATOR
Morgan Stanley Asset Management Inc.
1221 Avenue of the Americas
New York, New York 10020
- ---------------------------------------------
CUSTODIANS
The United States Trust Company of New York
770 Broadway
New York, New York 10003

Morgan Stanley Trust Company
One Pierrepont Plaza
Brooklyn, New York 11210
- ---------------------------------------------
LEGAL COUNSEL
Morgan, Lewis & Bockius
2000 One Logan Square
Philadelphia, Pennsylvania 19103
- ---------------------------------------------
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP
1177 Avenue of the Americas
New York, New York 10036

- ---------------------------------------------
For current performance, current net asset value, or for assistance with your
account, please contact the Fund at (800) 548-7786. This report is authorized
for distribution only to shareholders and others who have received a copy of the
prospectus of Morgan Stanley Institutional Fund, Inc.

[LOGO] MORGAN STANLEY
       INSTITUTIONAL FUND, INC.
       P.O. Box 2798
       Boston, MA 02208-2798

[LOGO] MORGAN STANLEY
       INSTITUTIONAL FUND, INC.

                             ASIAN EQUITY PORTFOLIO
                              FIRST QUARTER REPORT
                                 MARCH 31, 1995
<PAGE>
LETTER TO SHAREHOLDERS
- -------

The  investment objective  of the  Asian Equity  Portfolio is  to seek long-term
capital appreciation by investing primarily in common stocks which are traded on
recognized exchanges of Hong Kong, Singapore, Malaysia, Thailand, Indonesia  and
the  Philippines.  The Portfolio  may  also invest  in  common stocks  traded on
markets in  Taiwan, South  Korea, India,  Pakistan, Sri  Lanka and  other  Asian
developing markets which are open for foreign investment. The Portfolio does not
intend  to invest  in securities  which are  principally traded  in Japan  or in
companies organized under the laws of Japan.

The total return of  the Portfolio for  the three month  period ended March  31,
1995   was  -2.64%  as  compared  to  -1.77%  for  the  Morgan  Stanley  Capital
International (MSCI) Combined Far East Free ex-Japan Index for the same  period.
Total  return for the twelve months ended  March 31, 1995 and the average annual
return for the period from inception in July 1991 through March 31, 1995 for the
Portfolio were 4.13% and 23.68%, respectively, compared to 2.13% and 20.18%  for
the MSCI Combined Far East Free ex-Japan Index for the same periods.

PERFORMANCE COMPARED TO THE MORGAN STANLEY CAPITAL INTERNATIONAL (MSCI) COMBINED
FAR EAST FREE EX-JAPAN INDEX1

<TABLE>
<CAPTION>
                                TOTAL RETURNS(2)
                   ------------------------------------------
                                              AVERAGE ANNUAL
                      YTD        ONE YEAR    SINCE INCEPTION
                   ----------  ------------  ----------------
<S>                <C>         <C>           <C>
PORTFOLIO........      -2.64%        4.13%          23.68%
INDEX............      -1.77         2.13           20.18
<FN>
- -------------

1.  The  MSCI Combined  Far East  Free ex-Japan Index  is an  unmanaged index of
    common stocks and includes Indonesia, Hong Kong, Malaysia, the  Philippines,
    Korea, Taiwan and Thailand (assumes dividends reinvested).

2.  Total  returns for the Portfolio reflect  expenses waived and reimbursed, if
    applicable, by the  Adviser. Without  such waiver  and reimbursement,  total
    returns would be lower.
</TABLE>

PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE.

Asian  markets  continued their  downward,  volatile spirals  for  two principal
reasons. First, interest rate  uncertainty lingered. Notwithstanding signs  that
the  Fed had  ceased raising rates,  there were indications  that Asia's central
banks would  pursue tighter  monetary  policies to  slow their  own  overheating
economies.  Given  that  most  regional  markets  are  dollar-bloc  markets and,
further, that  Asia remains  heavily dependent  on Japanese  imports (22-23%  of
total  imports), the rapidly  appreciating yen (up 13.4%  versus the U.S. dollar
over 1Q95) put upward pressure on domestic inflation.

Second, a  series of  unrelated  and unexpected  events rattled  Asian  markets,
including  a  run  on  Asian  currencies, the  disruptive  effects  of  the Kobe
earthquake,  strained  Sino-US  relations,  the  Barings  collapse,  and,   most
significantly, the sharp fall in the U.S. dollar.

Following  the  botched  handling  of the  Mexican  peso  devaluation, investors
attempted to  pinpoint similarly  situated Asian  currencies. Ignoring  critical
differences  in the  composition of  Asia's current  account deficits  -- higher
savings rates, less  short-term foreign  capital, less  consumption spending  --
investors  targeted the Indonesian rupiah, the  Thai baht and the Philipine peso
as candidates for  devaluation. The  central banks' swift  and unified  response
effectively stabilized the region's currencies.

Barings'  collapse caused investors  to question whether  the recurrence of such
crises (Barings, Orange County,  and Mexico) could  be prevented. Asian  markets
ultimately  proved resilient  as investors  recognized that  adequate safeguards
were in place and that Asia's  regulators were eminently qualified to cope  with
such crises.

Although  the  Kobe earthquake  disrupted production  across Asia,  it unsettled
markets only

                                       1
<PAGE>
briefly. The expected slowdown in  foreign investment was welcomed by  Southeast
Asia's  overheating economies. However,  the stronger yen may  trigger a wave of
overseas investments, which could rekindle inflationary concerns.

China made concessions on intellectual property rights in order to avert a trade
war with the US, a move well received by the market and presumably by  potential
investors in China.

The  most significant  factor impacting Asian  markets over the  quarter was the
sharp fall of the US dollar. In  addition to the impact of the dollar's  decline
on  inflation, those  countries saddled with  yen denominated debt,  such as the
Philippines, Thailand and Indonesia, were particularly hard hit.

PERFORMANCE

The Portfolio underperformed the Index  because of its underweight positions  in
Malaysia  (2.2%) and Hongkong (3.4%). The Portfolio benefited, however, from its
underweight positions in Thailand (-10.8%), a market dominated by  interest-rate
sensitive  stocks, illiquid Indonesia (-6.3%), Taiwan (-8.9%) and Korea (-3.4%).
Whereas the prospect  for Indonesia does  look bright because  of the heavy  new
issues  calendar, we  expect rebounds  in Thailand,  Korea and  Taiwan. Thailand
should rebound with  an improvement in  liquidity. Taiwan and  Korea, which  are
gaining export shares of the global market at the expense of Japanese exporters,
should perform reasonably well.

- ----------
THE  COUNTRY SPECIFIC PERFORMANCE  RESULTS PROVIDED ARE AS  MEASURED BY THE MSCI
COMBINED FAR EAST FREE  EX-JAPAN INDEX AND ARE  FOR INFORMATIONAL PURPOSES  ONLY
AND   SHOULD  NOT  BE  CONSTRUED  AS  A  GUARANTEE  OF  THE  PORTFOLIO'S  FUTURE
PERFORMANCE. PAST PERFORMANCE  SHOWN IS  NOT PREDICTIVE  OF FUTURE  PERFORMANCE.
INVESTMENT  RETURN  AND PRINCIPAL  VALUE WILL  FLUCTUATE  SO THAT  AN INVESTOR'S
SHARES, WHEN  REDEEMED, MAY  BE WORTH  MORE OR  LESS THAN  THEIR ORIGINAL  COST.
PLEASE  SEE  THE PROSPECTUS  FOR A  DESCRIPTION  OF CERTAIN  RISK CONSIDERATIONS
ASSOCIATED WITH INTERNATIONAL INVESTING.

                                       2
<PAGE>
INVESTMENTS (UNAUDITED)
- ----------
MARCH 31, 1995
<TABLE>
<CAPTION>
                                                      VALUE
  SHARES                                              (000)
- -----------                                         ---------
<C>           <S>                                   <C>
COMMON STOCKS (97.0%)
  AUSTRALIA (0.0%)
     75,000    Odin Mining & Investment Co., Ltd.   $      33
                                                    ---------
  CHINA (2.0%)
    890,400    China Merchants Shekou Port
                Services, Class B                         501
  5,505,000    Maanshan Iron & Steel Co.,
                Class H                                 1,139
    200,000    Shanghai Diesel Engine Co., Ltd.,
                Class B                                   150
    265,000    Shanghai Erfanji Co., Ltd., Class
                B                                          49
    313,235    Shanghai Jin Jiang Tower Ltd.,
                Class B                                   115
  1,601,600    Shanghai Jinqiao, Class B                1,038
    590,900    Shanghai Phoenix Bicycle Ltd.,
                Class B                                   171
    500,000    Shanghai Refrigerator Compressor,
                Class B                                   226
    638,000    Shanghai Tyre & Rubber Co., Class
                B                                         179
    120,000    Shanghai Yaohua Pilkington Glass,
                Class B                                   132
    180,400    Shenzhen Chiwan Wharf Holdings,
                Class B                                    82
  4,965,000    Yizheng Chemical Fibre Co.,
                Class H                                 1,766
                                                    ---------
                                                        5,548
                                                    ---------
  HONG KONG (27.0%)
  2,637,000    Cheung Kong Holdings Ltd.               11,494
    580,000    China Light & Power Co., Ltd.            2,813
  1,883,500    Citic Pacific Ltd.                       4,653
  5,600,000    C.P. Pokphand Co., Ltd.                  1,666
 10,622,000    Guangdong Investments Ltd.               5,152
    610,000    Harbin Power Equipment Co.                 175
    538,000    Hong Kong & Shanghai Bank Holdings
                plc                                     6,071
    860,500    Hong Kong Electric Holdings Ltd.         2,755
  5,414,000    Hong Kong Telecommunications Ltd.       10,539
  1,523,000    Hopewell Holdings Ltd.                   1,073
  1,923,000    Hutchison Whampoa Ltd.                   8,481
  1,735,000    New World Development Co., Ltd.          4,724
     51,000    Shandong Huaneng Power Co., Ltd.
                ADR                                       459
    200,000    Sum Cheong International                   114
    612,100    Sun Hung Kai Properties Ltd.             4,176

<CAPTION>
                                                      VALUE
  SHARES                                              (000)
- -----------                                         ---------
<C>           <S>                                   <C>
    661,560    Swire Pacific Ltd., Class A          $   4,513
  1,026,000    Varitronix International Ltd.            1,513
  2,160,000    Wai Kee Holdings Ltd.                      346
    868,000    Wharf Holdings Ltd.                      2,835
                                                    ---------
                                                       73,552
                                                    ---------
  INDIA (1.0%)
     38,000    Grasim Industries Ltd. GDR                 779
     51,000    Hindalco Industries Ltd. GDR             1,453
     34,000    SIV Industries Ltd. GDR                    459
                                                    ---------
                                                        2,691
                                                    ---------
  INDONESIA (5.9%)
    600,000    Asiana Imi Industries (Foreign)            375
    378,000    Bank International Indonesia
                (Foreign)                                 916
    450,000    Barito Pacific Timber (Foreign)            608
    621,826    Charoen Pokphand (Foreign)               1,153
    517,500    Duta Pertiwi PT (Foreign)                  671
    125,000    Indocement Tunggal (Foreign)               394
    700,000    Indosat PT (Foreign)                     2,565
    513,000    Jembo Cable Co. (Foreign)                  458
    351,600    Kalbe Farma (Foreign)                    1,347
    210,000    Keramika Indonesia Association
                (Foreign)                                 253
    100,750    Modern Photo Film Co. (Foreign)            412
  1,000,000    Ometraco (Foreign)                         804
  1,068,000    Polysindo Eka Perkasa (Foreign)            525
    916,800    Sona Topas Tourism (Foreign)             1,557
    277,333    Sorini Corp. (Foreign)                     942
     85,000    Suba Indah (Foreign)                        72
    184,200    Tempo Scan Pacific (Foreign)               782
  1,250,000    Ultra Jaya Milk (Foreign)                1,117
    644,800    United Tractors (Foreign)                1,138
                                                    ---------
                                                       16,089
                                                    ---------
  KOREA (2.5%)
     44,900    Korea Electric Power (Foreign)           1,564
     81,200    Pohang Iron & Steel Co., Ltd. ADR        2,345
     14,100    Samsung Electronics                      2,104
     16,411    Samsung Electronics GDS
                (non voting shares)                       730
        679    Samsung Electronics GDS                     44
                                                    ---------
                                                        6,787
                                                    ---------
  MALAYSIA (21.9%)
    596,000    Bandar Raya Developments Bhd.            1,130
    811,500    Genting Bhd.                             7,312
</TABLE>

                                       3
<PAGE>
<TABLE>
<CAPTION>
                                                      VALUE
  SHARES                                              (000)
- -----------                                         ---------
<C>           <S>                                   <C>
  MALAYSIA (CONTINUED)
    734,000    Land & General Holdings Bhd.         $   2,248
    414,000    Magnum Corp. Bhd.                          789
  1,642,500    Malayan Banking Bhd.                    11,099
    955,316    Malaysian International Shipping
                (Foreign)                               2,756
  1,347,000    Malaysian Resources Corp. Bhd.           2,502
    447,333    Mulpha International Bhd.                  640
  1,000,000    Renong Bhd.                              1,549
  1,144,000    Resorts World Bhd.                       5,922
    650,000    Sime Darby Bhd.                          1,618
    810,000    Tan & Tan Development Bhd.                 954
    241,000    Tanjong plc                                709
    373,000    Technology Resources Industries
                Bhd.                                    1,069
  1,203,000    Telekom Malaysia Bhd.                    8,320
  1,106,000    Tenaga Nasional Bhd.                     4,546
    500,000    Time Engineering Bhd.                    1,166
    932,757    United Engineers Ltd. (Malaysia)         5,455
                                                    ---------
                                                       59,784
                                                    ---------
  PAKISTAN (0.3%)
      7,300    Pakistan Telecommunications GDR            672
                                                    ---------
  PHILIPPINES (4.5%)
  1,421,000    Aboitiz Equity Ventures                    261
    708,000    Ayala Corp., Class B                       888
  1,148,500    Ayala Land Inc., Class B                 1,353
    366,600    International Container Terminal
                Services, Class B                         258
  2,579,000    JG Summit Holding, Class B                 697
    133,300    Manila Electric Co., Class B             1,364
  2,194,400    Petron Corp.                             1,568
     18,125    Philippine Long Distance Telephone
                Co. ADR                                 1,097
     15,430    Philippine Long Distance Telephone
                Co., Class B                              917
     82,540    Philippine National Bank, Class B          698
    244,000    San Miguel Corp., Class B                1,102
  3,860,000    SM Prime Holdings, Inc., Class B         1,162
  1,381,500    Universal Robina                           787
                                                    ---------
                                                       12,152
                                                    ---------
  SINGAPORE (15.5%)
    252,000    British-American Tobacco Co.             1,178
    875,080    City Developments Ltd.                   4,803
    400,000    DBS Land Ltd.                            1,065
    572,500    Development Bank of Singapore Ltd.
                (Foreign)                               6,001
    248,800    Fraser & Neave Ltd.                      2,643
    800,000    IPC Corp.                                  499
     93,750    Jurong Engineering Ltd.                    515
<CAPTION>
                                                      VALUE
  SHARES                                              (000)
- -----------                                         ---------
<C>           <S>                                   <C>
    738,000    Keppel Corp., Ltd.                   $   5,958
    717,166    Oversea-Chinese Banking Corp.
                (Foreign)                               7,212
    183,000    Sembawang Shipyards Corp.                1,270
    146,000    Singapore Airlines Ltd. (Foreign)        1,458
    169,500    Singapore Press Holdings (Foreign)       2,869
  1,949,000    Singapore Technologies Industrial
                Corp.                                   2,388
    532,000    Straits Steamship Land Ltd.              1,733
    500,000    Straits Trading Co., Ltd.                1,204
    155,000    United Overseas Bank Ltd.                1,537
                                                    ---------
                                                       42,333
                                                    ---------
  TAIWAN (0.4%)
    160,000    Taiwan Semiconductor Mfg. Co.            1,157
                                                    ---------
  THAILAND (16.0%)
     60,000    Advanced Information Services Co.
                (Foreign)                                 833
    861,500    Bangkok Bank Ltd. (Foreign)              7,627
     27,000    Banpu Public Co. Ltd. (Foreign)            502
    390,000    Electricity Generating Public Co.
                (Foreign)                                 974
    870,900    Finance One Co., Ltd. (Foreign)          4,810
    174,900    International Engineering Co.,
                Ltd. (Foreign)                          1,222
     98,200    Land & House Co., Ltd. (Foreign)         1,675
    324,000    MDX Co., Ltd.                              602
     13,000    MDX Co., Ltd. (Foreign)                     27
    516,800    National Finance & Securities Co.
                Ltd. (Foreign)                          1,669
    185,800    Phatra Thanakit Co., Ltd.
                (Foreign)                               1,215
     94,100    Shinawatra Computer Co., Ltd
                (Foreign)                               2,140
     54,000    Siam Cement Co., Ltd. (Foreign)          3,101
    105,500    Siam Commercial Bank                       758
    221,300    Siam Commercial Bank (Foreign)           1,869
    158,100    Somprasong Land Co., Ltd.
                (Foreign)                                 507
    691,300    Telecomasia Corp. (Foreign)              2,807
    991,270    Thai Farmers Bank, Ltd. (Foreign)        8,373
    300,000    Thai Telephone &
                Telecommunications Co. (Foreign)        2,266
    375,000    Wongpaitoon Footware Co., Ltd.
                (Foreign)                                 563
                                                    ---------
                                                       43,540
                                                    ---------
TOTAL COMMON STOCKS (Cost $233,219)                   264,338
                                                    ---------
</TABLE>

                                       4
<PAGE>
<TABLE>
<CAPTION>
  NO. OF                                              VALUE
 WARRANTS                                             (000)
- -----------                                         ---------
<C>           <S>                                   <C>
WARRANTS (0.2%)
  HONG KONG (0.0%)
    432,000    Wai Kee Holdings Ltd., expiring
                12/31/96                            $       4
                                                    ---------
  THAILAND (0.2%)
     66,050    Finance One Co., Ltd., expiring
                3/15/99                                   408
    157,200    National Finance & Securities Co.
                Ltd., expiring 11/15/99                    --
                                                    ---------
                                                          408
                                                    ---------
TOTAL WARRANTS (Cost $0)                                  412
                                                    ---------
<CAPTION>

   FACE
  AMOUNT
   (000)
- -----------
<C>           <S>                                   <C>
CONVERTIBLE DEBENTURES (0.3%)
 KOREA (0.3%)
$     1,700    Daewoo Corp. 0.00%, 12/31/04
                (Cost $1,730)                             914
                                                    ---------
SHORT-TERM INVESTMENT (0.1%)
   REPURCHASE AGREEMENT (0.1%)
        403    U.S. Trust, 6.00%,
                dated 3/31/95, due 4/03/95,
                to be repurchased at $403,
                collateralized by $390 Government
                National Mortgage Association,
                9.50%-10.00%,
                due 11/15/09-4/15/10,
                valued at $421 (Cost $403)                403
                                                    ---------
TOTAL FOREIGN & US SECURITIES (97.6%)
(Cost $235,352)                                       266,067
                                                    ---------
<CAPTION>
  AMOUNT                                              VALUE
   (000)                                              (000)
- -----------                                         ---------
<C>           <S>                                   <C>
FOREIGN CURRENCY (2.8%)
HK$   2,021    Hong Kong Dollar                     $     261
KW       24    Korean Won                                  --
MA     1,169   Malaysian Ringgit                          462
PH        39   Philippine Peso                              2
S$        23   Singapore Dollar                            16
T$   163,523   Taiwan Dollar                            6,290
TB    14,389   Thailand Baht                              584
                                                    ---------
TOTAL FOREIGN CURRENCY (Cost $7,605)                    7,615
                                                    ---------
TOTAL INVESTMENTS (100.4%)
  (Cost $242,957)                                     273,682
                                                    ---------
OTHER ASSETS AND LIABILITIES (-0.4%)
  Other Assets                                          1,382
  Liabilities                                          (2,477)
                                                    ---------
                                                       (1,095)
                                                    ---------
NET ASSETS (100%)                                   $ 272,587
                                                    ---------
                                                    ---------
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE
PER SHARE
   Applicable to 14,643,432 outstanding $.001 par
     value shares (authorized 500,000,000 shares)      $18.61
                                                    ---------
                                                    ---------
<FN>
- -------------
ADR -- American Depositary Receipt
GDR -- Global Depositary Receipt
GDS -- Global Depositary Shares
</TABLE>

                                       5
<PAGE>
- --------------------------------------------------
OFFICERS AND DIRECTORS

Frederick B. Whittemore     James W. Grisham
  CHAIRMAN OF THE           VICE PRESIDENT
  BOARD                     Harold J. Schaaff, Jr.
Warren J. Olsen             VICE PRESIDENT
  PRESIDENT AND             Joseph P. Stadler
  DIRECTOR                  VICE PRESIDENT
John P. Britton             Valerie Y. Lewis
  DIRECTOR                  SECRETARY
George R. Bunn, Jr.         Karl Hartmann
  DIRECTOR                  ASSISTANT SECRETARY
A. MacDonald Caputo         Hilary D. Toole
  DIRECTOR                  ASSISTANT SECRETARY
Peter E. de Svastich        James R. Rooney
  DIRECTOR                  TREASURER
Gerard E. Jones             Timothy F. Osborne
  DIRECTOR                  ASSISTANT TREASURER

- ---------------------------------------------
INVESTMENT ADVISER AND ADMINISTRATOR
Morgan Stanley Asset Management Inc.
1221 Avenue of the Americas
New York, New York 10020
- ---------------------------------------------
CUSTODIANS
The United States Trust Company of New York
770 Broadway
New York, New York 10003

Morgan Stanley Trust Company
One Pierrepont Plaza
Brooklyn, New York 11210
- ---------------------------------------------
LEGAL COUNSEL
Morgan, Lewis & Bockius
2000 One Logan Square
Philadelphia, Pennsylvania 19103
- ---------------------------------------------
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP
1177 Avenue of the Americas
New York, New York 10036

- ---------------------------------------------
For current performance, current net asset value, or for assistance with your
account, please contact the Fund at (800) 548-7786. This report is authorized
for distribution only to shareholders and others who have received a copy of the
prospectus of Morgan Stanley Institutional Fund, Inc.

[LOGO] MORGAN STANLEY
       INSTITUTIONAL FUND, INC.
       P.O. Box 2798
       Boston, MA 02208-2798

[LOGO] MORGAN STANLEY
       INSTITUTIONAL FUND, INC.

                           EMERGING MARKETS PORTFOLIO
                              FIRST QUARTER REPORT
                                 MARCH 31, 1995
<PAGE>
LETTER TO SHAREHOLDERS
- -------

The  investment  objective  of  the Emerging  Markets  Portfolio  is  to provide
long-term capital  appreciation  by investing  in  common stocks  and  preferred
stocks of emerging country issuers.

The  total return of  the Portfolio for  the three month  period ended March 31,
1995 was -16.97% compared to -12.97%  for the IFC Global Total Return  Composite
Index  during the same period. Total returns  for the past twelve months and the
average annual return for  the period from inception  in September 1992  through
March 31, 1995 for the Portfolio were -21.54% and 15.16%, respectively, compared
to  -4.91% and 18.51%  for the IFC  Global Total Return  Composite Index for the
same periods.

PERFORMANCE COMPARED TO THE IFC GLOBAL TOTAL RETURN COMPOSITE INDEX(1)

<TABLE>
<CAPTION>
                               TOTAL RETURNS(2)
                   -----------------------------------------
                                                AVERAGE
                                              ANNUAL SINCE
                      YTD       ONE YEAR       INCEPTION
                   ----------  -----------  ----------------
<S>                <C>         <C>          <C>
PORTFOLIO........     -16.97%      -21.54%         15.16%
INDEX............     -12.97        -4.91          18.51
<FN>
- -------------
1.  The IFC Global Total Return Composite Index is an unmanaged index of  common
    stocks and includes 18 developing countries in Latin America, East and South
    Asia, Europe, the Middle East and Africa (assumes dividends reinvested).
2.  Total  returns for the Portfolio reflect  expenses waived and reimbursed, if
    applicable, by the  Adviser. Without  such waiver  and reimbursement,  total
    returns would be lower.
</TABLE>

PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE.

The correction in emerging markets has continued over the first quarter of 1995,
but  by the end of March the momentum in most of the emerging markets had turned
positive. The fundamentally strong economic outlook for the emerging markets  of
Asia,  Europe and even Latin America  has not disappeared. However, the emerging
markets have been unable to escape  the dominant factor currently affecting  the
global  investment scene:  the dislocation  in the  currency markets  due to the
level of non-trading  flows. Estimates  of speculative  versus commercial  flows
range  from 8 to 1 to 50 to 1.  Whichever estimate is closer to the mark matters
less than the dwarfing of worldwide commercial transactions today by speculative
flows. So  much  so that  commerce  has ceased  to  be of  significance  in  the
short-term movements of currencies.

Speculation  obviously magnifies any  sign of currency  weakness and the Mexican
peso crisis provided ample  evidence of how  far down a  currency can be  driven
once  pushed into free-fall. Thankfully, the  speculators don't always win. When
the currencies in Thailand and Hong Kong were attacked recently, the strong  and
immediate  responses from the respective central banks successfully counteracted
the pressure.  Current US  dollar weakness  has even  had a  positive impact  on
emerging  market exports  due to the  links of  many of their  currencies to the
dollar.

Undoubtedly the last six months have  been a difficult time for emerging  market
investors,  but  there  is  a  silver lining.  More  timely  and  higher quality
information monitoring systems  are being  introduced. These will  act as  early
warning  signals  to detect  dislocations such  as  the Mexican  current account
deficit. Recent events have  illustrated the strength  of purpose of  government
ministers,  central bankers and  civil servants in the  emerging markets to deal
with what initially have seemed overwhelming  odds. With the support of  outside
agencies  such  as  the  IMF,  the developing  countries  show  strong  signs of
continuing their  economic reform  programs. Mexico  has provided  a lesson  for
other  countries about the  downside of overconfidence.  Countries such as India
and South  Africa will  now, no  doubt, be  reluctant to  make their  currencies
freely convertible until their economies are strong enough to resist speculative
pressures.

In  Latin  America,  the  aftermath  of  the  Mexican  peso  devaluation created
spillover crises in Argentina and Brazil. Mexico introduced a credible  economic
program  in early March  which, combined with the  $50 billion financial package
led by  President  Clinton, let  the  Mexican  government take  control  of  the
country's   situation.   Nobody   doubts   that   the   Mexican   economy   will

                                       1
<PAGE>
suffer the pains  of austerity, but  most of  the bad economic  news is  already
discounted  by the stockmarket, and the recent trade numbers, showing a surplus,
suggest that the current account adjustment is happening rapidly.

Both Argentina and  Brazil took  measures to avoid  "another Mexico"  situation.
Brazil saw the effect of unwarranted market disappointment over the slow pace of
fiscal  reform but the government  also clearly signaled its  priority to stem a
deteriorating trade  balance  by  introducing tariffs  on  consumer  goods.  The
Argentinean  economics  Minister  Domingo  Cavallo  combined  a  large financial
assistance package from abroad, with  a domestic austerity package and  restored
confidence to the banking sector.

The  economic  and financial  situation  in Mexico  and  Latin America  began to
stabilize in mid-March and all the regions' markets finished the quarter with an
upward momentum.

Asia has suffered over  the quarter from concerns  over the succession in  China
(now  resolved), the decline in the Hong Kong property market (now showing signs
of stability) and fears that the Japanese earthquake would cause repatriation of
Japanese  monies  for  the  re-building  process.  The  Indian  stockmarket  was
depressed by the poor results achieved by the ruling Congress party in the State
elections.  The  March budget  was  also not  as  fiscally stringent  as foreign
investors had wished. We believe, however, that even if the Congress party loses
the general  election next  year  the reform  process  in India  will  continue.
Economic  growth will be underpinned by the amount of domestic investment in the
economy which is boosted by corporate profits growing in excess of 40% last year
and 35% this year.

The Portfolio has 28% in Latin America, 28%  in Asia, 18% in Europe, 15% in  the
Sub-continent  and 5% in Africa/Middle East. It maintains positions in a diverse
group of  companies with  solid long-term  growth prospects.  The difference  in
performance  between the Portfolio  and the IFC  Global Index is  due to several
factors.

First, Malaysia, which rose 1.9% over the  quarter, is 15.5% of the Index and  a
very  small weighting in the Portfolio. We  remain negative on the prospects for
the Malaysian stockmarket given the outlook of rising inflation and an expanding
current account deficit.

Second, the Portfolio has  14.6% in Brazil  compared to 9.1%  in the Index.  The
Brazilian  stockmarket had a volatile quarter during which it fell 31.3% overall
but also experienced a rise of more than  25% in a single day. We are  extremely
upbeat  about a recovery in  the stockmarket given the  growth prospects for the
Brazilian private sector, while the public sector has attractive assets at cheap
valuation levels. Thirdly, an underweight position in Korea had a small negative
impact.

Fourth, overweight positions in Taiwan,  Morocco, Israel, Turkey, South  Africa,
Indonesia  and Hong Kong,  and an underweight in  Mexico all helped performance.
Hong Kong rose 3.4% while Turkey is  the best performing emerging market in  the
world year-to-date with a rise of 24.9% in dollars.

Despite  predictions to  the contrary,  the long-term  foreign direct investment
flows of the type which creates factories and employment in the emerging markets
have only slowed slightly. Companies such  as General Motors, Anheuser Busch  or
Chrysler  are  still investing  in  the emerging  markets  because they  see the
potential of large domestic  populations with growing  middle class incomes.  We
believe  that  the correction  in  emerging markets  has  been overdone  and the
markets should rebound from here. Once  again there is tremendous value. We  are
back to the levels of valuation which existed before the markets surged ahead in
1993.  The price to earnings  ratio of the securities  in the Portfolio today is
approximately 13x estimated  1995 earnings  and earnings are  projected to  grow
around 20%.

- ------------
THE  COUNTRY  SPECIFIC  PERFORMANCE RESULTS  PROVIDED  IN THIS  OVERVIEW  ARE AS
MEASURED BY THE IFC GLOBAL TOTAL RETURN COMPOSITE INDEX AND MSCI EAFE INDEX  AND
ARE  FOR INFORMATIONAL PURPOSES ONLY AND SHOULD  NOT BE CONSTRUED AS A GUARANTEE
OF THE PORTFOLIO'S FUTURE PERFORMANCE. PAST PERFORMANCE SHOWN IS NOT  PREDICTIVE
OF  FUTURE PERFORMANCE. INVESTMENT RETURN AND  PRINCIPAL VALUE WILL FLUCTUATE SO
THAT AN INVESTOR'S SHARES, WHEN REDEEMED, MAY  BE WORTH MORE OR LESS THAN  THEIR
ORIGINAL  COST.  PLEASE SEE  THE PROSPECTUS  FOR A  DESCRIPTION OF  CERTAIN RISK
CONSIDERATIONS ASSOCIATED WITH INTERNATIONAL INVESTING.

                                       2
<PAGE>
INVESTMENTS (UNAUDITED)
- ----------
MARCH 31, 1995
<TABLE>
<CAPTION>
                                                          VALUE
         SHARES                                           (000)
- ---------------                                         ---------
<C>               <S>                                   <C>
COMMON STOCKS (79.0%)
  ARGENTINA (4.0%)
              6    Acindar Industrial S.A.              $      --
         81,501    Banco de Galicia y Buenos Aires,
                    Class B                                   314
        468,403    Banco de Galicia y Buenos Aires
                    ADR                                     7,143
        185,816    Banco del Sud Argentina, Class B         1,189
        135,400    Banco Frances ADS                        2,437
        193,932    Banesto Banco Shaw S.A., Class B           621
         83,975    Buenos Aires Embotelladora ADR           2,183
         63,352    Capex S.A., Class A                        348
        119,200    Capex S.A. ADR                           1,311
         35,855    Central Puerto S.A. ADR                    529
        484,827    CIADEA (Renault) S.A.                    2,497
        893,378    Cia Naviera Perez Companc, Class B       3,323
         22,700    Inversiones & Representacion S.A.
                    GDR                                       443
         89,537    Massalin Particulares, Class B             734
        425,335    Quilmes Industrial S.A.                  7,018
      3,804,600    Siderca                                  2,283
                                                        ---------
                                                           32,373
                                                        ---------
  BRAZIL (4.8%)
     18,483,200    Banco Nacional S.A.                        329
        111,995    Cia Energetica de Minas Gerais ADR       2,240
    115,021,740    Cia Energetica de Sao Paulo              3,902
        245,160    Cia Energetica de Sao Paulo ADR          2,881
     62,407,000    Cia Paulista de Forca E Luz              2,742
    132,425,000    Cia Siderurgica Nacional                 3,092
         34,000    Cigarros Souza Cruz                        176
      3,800,000    Eletrobras                                 748
          9,400    Rhodia-Ster ADS                            115
      9,012,000    Servicos de Eletricdad                   2,656
    191,153,000    Telecomunicacoes Brasileiras             4,444
        462,564    Telecomunicacoes Brasileiras ADR        12,374
      5,175,000    Telecomunicacoes de Sao Paulo              604

<CAPTION>
                                                          VALUE
         SHARES                                           (000)
- ---------------                                         ---------
<C>               <S>                                   <C>
        251,300    Usinas Siderurgicas de Minas
                    Gerais ADR                          $   2,890
                                                        ---------
                                                           39,193
                                                        ---------
  CHILE (0.3%)
        129,810    Banco Osorno y La Union ADR              1,655
         17,555    Sociedad Quimica y Minera de Chile
                    S.A. ADR                                  527
                                                        ---------
                                                            2,182
                                                        ---------
  CHINA (1.8%)
        750,000    Beiren Printing Machine, Class H           162
      3,008,400    China Merchants Shekou Port
                    Services, Class B                       1,693
     11,144,000    Maanshan Iron & Steel Co., Class H       2,306
      1,862,000    Shanghai Diesel Engine Co., Ltd.,
                    Class B                                 1,397
        803,000    Shanghai Erfanji Co., Ltd., Class
                    B                                         149
        500,000    Shanghai Industries Sewing
                    Machine, Class B                          142
        949,975    Shanghai Jin Jiang Tower Ltd.,
                    Class B                                   348
      3,618,680    Shanghai Jinqiao, Class B                2,345
      1,062,750    Shanghai Outer Gaoqiao Free Zone,
                    Class B                                   574
         14,550    Shanghai Petrochemical Co. ADR             429
        903,800    Shanghai Phoenix Bicycle Ltd.,
                    Class B                                   262
        962,000    Shanghai Refrigerator Compressor,
                    Class B                                   435
        450,000    Shanghai Shangling Electric, Class
                    B                                         323
        986,000    Shanghai Tyre & Rubber Co., Class
                    B                                         276
        354,000    Shanghai Yaohua Pilkington Glass,
                    Class B                                   389
      1,200,000    Shanghai Lujiazui Finance & Trade
                    Development Co., Class B                  876
      1,874,400    Shenzhen Chiwan Wharf Holdings,
                    Class B                                   855
</TABLE>

                                       3
<PAGE>
<TABLE>
<CAPTION>
                                                          VALUE
         SHARES                                           (000)
- ---------------                                         ---------
<C>               <S>                                   <C>
  CHINA (CONTINUED)
      5,382,000    Yizheng Chemical Fibre Co., Class
                    H                                   $   1,914
                                                        ---------
                                                           14,875
                                                        ---------
  COLOMBIA (1.0%)
     17,130,000    Banco de Colombia                        6,882
         78,070    Cementos Paz Del Rio ADR                 1,386
                                                        ---------
                                                            8,268
                                                        ---------
  GREECE (2.6%)
        298,500    Aegek                                    6,180
        174,130    Delta Dairy S.A.                         3,439
        110,000    Ergo Bank S.A.                           4,570
        289,155    Hellenic Bottling Co. S.A.               7,077
                                                        ---------
                                                           21,266
                                                        ---------
  HONG KONG (7.0%)
      1,123,000    Cheung Kong Holdings Ltd.                4,894
      1,981,000    Citic Pacific Ltd.                       4,893
     13,654,000    C.P. Pokphand Co., Ltd.                  4,062
         65,800    Great Wall Electric Ltd. ADR               243
      9,008,000    Guangdong Investments Ltd.               4,369
        528,000    Hang Seng Bank Ltd.                      3,722
      2,220,000    Harbin Power Equipment Co.                 639
      1,966,000    Hong Kong Telecommunications Ltd.        3,827
      5,830,000    Hopewell Holdings Ltd.                   4,109
      1,715,000    Hutchison Whampoa Ltd.                   7,564
      1,789,000    New World Development Co., Ltd.          4,871
        160,000    Shandong Huaneng Power Co., Ltd.
                    ADR                                     1,440
        286,000    Sun Hung Kai Properties Ltd.             1,951
        857,000    Swire Pacific Ltd., Class A              5,847
      2,004,000    Varitronix International Ltd.            2,955
      2,700,000    Wai Kee Holdings Ltd.                      433
        462,000    Wharf Holdings Ltd.                      1,509
                                                        ---------
                                                           57,328
                                                        ---------
  HUNGARY (0.3%)
         65,000    Egis                                     1,179
        102,500    Gedeon Richter Ltd.                      1,512
                                                        ---------
                                                            2,691
                                                        ---------
  INDIA (11.3%)
        230,000    American Dry Fruits                        417
            120    Andhra Valley Power Supply, Class
                    B                                           4
        100,000    AP Rayon, Class B                          271
        100,000    Aruna Sugars & Enterprises, Class
                    B                                         167
         41,200    Bajaj Auto Ltd., Class A                   911
        975,000    Balaji Foods & Feeds                       776
         15,000    Ballapur Industries Ltd., Class B          110
<CAPTION>
                                                          VALUE
         SHARES                                           (000)
- ---------------                                         ---------
<C>               <S>                                   <C>

         20,000    Baroda Rayon Corp.                   $     395
        269,334    Bharat Forge Co., Ltd., Class A          1,115
      3,300,000    Bharat Heavy Electricals                12,080
         12,800    Bharat Petroleum Corp., Ltd.               118
        375,000    Bharat Pipes & Fittings Ltd.,
                    Class B                                   283
        100,000    BPL Ltd.                                   541
         27,400    Cable Corp. of India Ltd.                  126
        195,000    Carrier Aircon Ltd., Class B               947
         90,000    Cosmo Films Ltd.                           458
         25,000    Crompton Greaves                           119
         77,000    DCM Shriram Industries Ltd.                613
         38,800    Delta Industries Ltd.                      173
        185,000    Essab India Ltd.                           486
          5,400    Fabworth (India) Ltd.                        6
         57,166    Flex Industries Ltd.                       400
          5,000    Fuller                                      81
        371,800    Garware Plastics & Polyester,
                    Class A                                 3,255
        314,500    Geekay Exim Ltd.                         1,802
        475,000    Godrej Soaps Ltd.                        2,495
         44,800    Hero Honda, Class B                        321
          1,700    Hindustan Petroleum Corp.                   18
        108,280    Housing Development Finance Corp.        6,894
         78,000    India Magnum Fund, Class A               3,744
         55,194    India Magnum Fund, Class B               2,649
            100    Indian Rayon & Industries Ltd.,
                    Class A                                     1
         40,000    Indian Seamless Steel & Alloys              24
        644,650    India Organic Chemical Ltd.              1,206
         60,000    Indo Gulf Fertilizer & Chemical,
                    Class A                                   134
        380,800    Indo Rama Synthetic, Class B             1,136
        100,000    Infosys Technology Ltd.                  1,512
        160,200    ITC Argotech, Class B                      994
          2,850    ITW Signode Ltd., Class B                   22
        403,200    Jai Parabolic Springs Ltd.                 642
        237,600    JK Synthetics Ltd.                         276
         98,500    Kiloskar Oil Engine, Class B               431
          1,200    Lakme Ltd., Class B                         14
        145,000    Laser Lamp                                 134
        150,000    Lekshima Precision                         430
        770,000    Mahanagar Telephone Nigam                4,228
         80,484    Mahavir Spinning Mills Ltd.                500
         22,300    Mahindra Ugine Steel, Class B               28
        687,000    Maikaal Fibres                             394
        197,500    Mardia Chemicals Ltd.                      802
             20    Motor Industries Co., Ltd., Class
                    A                                           4
         73,650    MRF Ltd., Class B                        4,923
         24,000    Mukand Iron & Steel Works, Class A         199
</TABLE>

                                       4
<PAGE>
<TABLE>
<CAPTION>
                                                          VALUE
         SHARES                                           (000)
- ---------------                                         ---------
<C>               <S>                                   <C>
  INDIA (CONTINUED)
         21,606    Nahar Spinning Mills Ltd., Class B   $     533
         15,800    Nath Pulp & Paper Mills Ltd.                31
         25,000    OM Sindoori Hotels Ltd.                     56
        500,000    Orkay Industries Ltd.                      374
        250,000    Patheja Forgings & Auto, Class B           915
        395,500    PCS Data Products Ltd., Class B            264
         51,900    Pentafour Products Ltd., Class B            70
        240,700    Philips India, Ltd.                      2,069
        275,000    Polar Latex                                241
        232,700    Priyadarshini Cement Ltd., Class B         333
         14,000    Pudumjee                                   114
        350,000    PVD Plastic Mouldings Inds. Ltd.,
                    Class B                                   348
            850    Ranbaxy Laboratories Ltd., Class B          17
          9,300    Raymond Synthetics Ltd., Class B             6
          3,150    Reliance Industries Ltd., Class A           26
          3,770    Reliance Industries Ltd. GDS                62
         73,581    Reliance Industries Ltd. GDS (New)       1,140
        100,000    Rossel Industries Ltd.                     271
        100,000    Saurashtra Cement & Chemicals,
                    Class B                                   302
        415,000    SCICI Ltd., Class B                      1,106
         50,000    Secals Ltd.                                127
         30,000    Shanti Gears Ltd., Class B                 162
        108,000    Sharp Industries Ltd.                      155
        360,000    Shipping Corp. of India                    530
         87,818    Shree Vindhya Paper Mills                  419
         13,200    S.K.F. Bearings Ltd.                     1,313
         45,000    Sri Venkatesa Mills Ltd.                   231
      1,499,550    State Bank of India                      8,401
         21,850    Sundaram Finance, Class B                  243
        938,500    Super Forgings & Steels                  1,344
        233,300    Tata Engineering & Loco, Class A         3,119
          3,935    Tata Hydro Electric Power                  128
            220    Tata Power Co., Ltd.                         9
        450,000    Titagarh Steel Ltd.                        931
          1,600    T.P.I. India Ltd.                            3
         10,000    T.V.S. Suzuki                               70
        205,000    Uniworth International Ltd., Class
                    B                                         251
        783,000    Uttam Galva Steels Ltd., Class A           723
          9,604    Videocon International Ltd., Class
                    A                                          33
         81,600    Videsh Sanchar Nigam Ltd.                1,844
        710,040    VXL Ltd.                                   932
<CAPTION>
                                                          VALUE
         SHARES                                           (000)
- ---------------                                         ---------
<C>               <S>                                   <C>
         34,500    Vysya Bank                           $   2,993
                                                        ---------
                                                           92,048
                                                        ---------
  INDONESIA (5.2%)
         26,400    Astra International                         38
         72,000    Astra International (Foreign)               79
      1,373,000    Bank Bali (Foreign)                      3,129
      1,673,000    Barito Pacific Timber (Foreign)          2,261
      3,324,098    Charoen Pokphand (Foreign)               6,164
        612,500    Duta Pertiwi PT (Foreign)                  794
      1,046,000    Indocement Tunggal (Foreign)             3,295
      1,200,000    Indosat PT (Foreign)                     4,397
      1,308,600    Jembo Cable Co. (Foreign)                1,170
      1,398,200    Kalbe Farma (Foreign)                    5,357
        468,000    Keramika Indonesia Association
                    (Foreign)                                 565
        325,500    Modern Photo Film Co. (Foreign)          1,331
      1,068,000    Polysindo Eka Perkasa (Foreign)          1,050
      1,386,400    Sona Topas Tourism (Foreign)             2,354
      1,203,000    Sorini Corp. (Foreign)                   4,085
        150,000    Suba Indah (Foreign)                       241
        584,000    Tempo Scan Pacific (Foreign)             2,479
      2,109,000    United Tractors (Foreign)                3,722
                                                        ---------
                                                           42,511
                                                        ---------
  ISRAEL (2.1%)
         47,870    Elbit Ltd.                               3,064
          2,740    First International Bank                   321
          2,710    First International Bank of Israel         309
        515,467    Israel Land Development Co.              1,670
         26,470    Koor Industries Ltd.                     2,067
        331,778    Osem Investment Ltd.                     2,195
        137,336    PEC Israel Economic Corp.                3,605
         54,397    Scitex Ltd.                                986
        153,115    Super Sol Ltd., Class B                  2,662
                                                        ---------
                                                           16,879
                                                        ---------
  MALAYSIA (0.2%)
        735,000    Bandar Raya Developments Bhd.            1,394
                                                        ---------
  MEXICO (5.8%)
        359,112    Apasco S.A., Class A                       978
      2,178,350    Banacci, Class B                         2,565
        438,912    Banacci, Class L                           488
        676,890    Cemex CPO ADR                            2,863
         12,500    Desc Sociedad de Fomento
                    Industrial S.A. de CV                     103
          3,370    FEMSA ADR                                   62
        694,000    FEMSA, Class B                           1,162
        609,355    Grupo Carso ADR                          5,318
         21,500    Grupo Carso S.A. Class A1                   94
      1,654,500    Grupo Financiero Banamex Accival,
                    Class C                                 1,899
        972,603    Grupo Financiero Bancomer ADR            3,526
</TABLE>

                                       5
<PAGE>
<TABLE>
<CAPTION>
                                                          VALUE
         SHARES                                           (000)
- ---------------                                         ---------
<C>               <S>                                   <C>
  MEXICO (CONTINUED)
      4,423,500    Grupo Financiero Bancomer, Class B   $     710
      2,386,000    Grupo Financiero Bancomer, Class C         421
      1,857,000    Grupo Financiero Bancrecer, Class
                    B                                         686
         69,380    Grupo Financiero GBM Atlantico ADR         200
        948,360    Grupo Financiero Probursa, Class B         139
      3,906,660    Grupo Financiero Probursa, Class C         575
        120,800    Grupo Financiero Serfin S.A. ADR           574
      2,254,000    Grupo Herdez, Class A                      617
         55,000    Grupo Iusacell S.A. ADR, Class D           571
          5,000    Grupo Iusacell S.A. ADR, Class L            59
        182,571    Grupo Mexicano Desarrollo ADR,
                    Class B                                   456
         42,960    Grupo Mexicano Desarrollo, Class L         123
         52,600    Grupo Sidek S.A. ADR                       177
      1,451,800    Grupo Sidek S.A., Class A                  889
      1,167,000    Grupo Sidek S.A., Class B                  714
         55,344    Grupo Sidek S.A., Class L                   50
        134,000    Grupo Televisa S.A. ADR                  2,228
        435,952    Grupo Tribasa S.A. ADR                   2,507
         68,060    Hylsamex S.A. ADR                          630
        310,400    Interceramica, Class C                     466
         30,600    Interceramica ADR                          233
         98,600    Panamerican Beverages, Inc., Class
                    A                                       2,576
        344,125    Telefonos de Mexico S.A. ADR,
                    Class L                                 9,808
      1,194,000    Tolmex S.A,. Class B2                    2,720
                                                        ---------
                                                           47,187
                                                        ---------
  MOROCCO (1.6%)
         55,123    Ona Group                                2,379
        146,300    Sni Maroc                                8,067
         58,000    Wafabank                                 2,590
                                                        ---------
                                                           13,036
                                                        ---------
  PAKISTAN (2.5%)
         78,120    Adamjee Insurance Co., Ltd.                329
      1,040,900    Bank of Punjub                             970
        731,314    Cherat Cement Ltd.                       1,612
          5,577    Crescent Investment Bank                     7
         36,000    Cresent Textile Mills Ltd.                  29
        760,500    Dewan Salman Fibre                       3,106
        695,800    D.G. Khan Cement Ltd.                      893
      3,017,900    Fauji Fertilizer Co., Ltd.               6,897
        595,725    Muslim Commercial Bank Ltd.                942
<CAPTION>
                                                          VALUE
         SHARES                                           (000)
- ---------------                                         ---------
<C>               <S>                                   <C>
        781,191    Nishat Mills Ltd.                    $     785
         20,000    Pakistan State Oil Co., Ltd.               205
         20,070    Pakistan Telecommunications              2,017
         26,900    Pakistan Telecommunications GDR          2,475
        298,000    Zahur Textile Mills                         36
                                                        ---------
                                                           20,303
                                                        ---------
  PERU (0.7%)
        273,890    Cementos Norte Pacasmayo, Class T          820
        497,000    Cementos Yura                            3,109
         12,325    Cerveceria Backus y Johnson, Class
                    C                                         225
        396,386    Nacional de Cerveza, Class T               220
        473,696    Southern Peru Copper, Class T            1,623
                                                        ---------
                                                            5,997
                                                        ---------
  PHILIPPINES (2.9%)
      3,133,250    Ayala Land Inc., Class B                 3,690
      7,772,250    JG Summit Holding, Class B               2,101
        306,465    Manila Electric Co., Class B             3,136
      1,000,000    Negros Navigation Co., Inc.                336
      6,800,000    Petron Corp.                             4,857
         47,490    Philippine Long Distance Telephone
                    Co. ADR                                 2,873
          2,000    Philippine Long Distance Telephone
                    Co., Class B                              119
        226,858    Philippine National Bank, Class B        1,918
        419,500    San Miguel Corp., Class B                1,895
      8,472,500    SM Prime Holdings, Inc., Class B         2,551
                                                        ---------
                                                           23,476
                                                        ---------
  POLAND (0.8%)
          2,350    Bank Rozwoju Eksportu S.A.                  29
         33,400    Eastbridge                               2,245
        137,620    Elektrim                                   456
      2,028,000    International UNP Holdings               1,233
        186,870    Mostostal Exports, Class A               1,024
         15,000    Okocim                                     331
          8,925    Wedel S.A.                                 474
         15,735    Zyweic                                     929
                                                        ---------
                                                            6,721
                                                        ---------
  PORTUGAL (0.1%)
         13,800    Jeronimo Martins                           625
          8,990    Portuguese Investment Fund                 598
                                                        ---------
                                                            1,223
                                                        ---------
  RUSSIA (2.2%)
          4,000    Alliance Celluose, Class B               8,045
        313,000    Russian Telecom Development Corp.        3,130
        400,000    SFMT Inc.                                4,000
</TABLE>

                                       6
<PAGE>
<TABLE>
<CAPTION>
                                                          VALUE
         SHARES                                           (000)
- ---------------                                         ---------
<C>               <S>                                   <C>
  RUSSIA (CONTINUED)
            990    Storyfirst Communications, Inc.,
                    Class C                             $     661
          2,640    Storyfirst Communications, Inc.,
                    Class D                                 1,980
                                                        ---------
                                                           17,816
                                                        ---------
  SOUTH AFRICA (3.0%)
         44,000    Anglo American Industrial
                    Corporation Ltd.                        2,243
        700,000    Bidvest Group Ltd.                       3,363
      1,223,150    Gencor Ltd.                              3,935
        796,900    Liberty Life Strategic Investments       2,608
        929,146    Sasol Ltd.                               8,863
        433,074    Trans Natal Coal Corp., Ltd.             3,196
                                                        ---------
                                                           24,208
                                                        ---------
  SRI LANKA (0.0%)
         19,575    Aitken Spence & Co., Ltd.                   73
        113,000    Distillers Corp. S.A. Ltd.                  15
         81,200    John Keells Holdings Ltd.                  312
                                                        ---------
                                                              400
                                                        ---------
  TAIWAN (4.0%)
      1,896,600    Hocheng Group Corp.                      8,973
      1,696,000    Taiwan Semiconductor Mfg. Co.           12,265
      2,223,891    United Micro Electronics Corp.,
                    Ltd.                                   11,035
                                                        ---------
                                                           32,273
                                                        ---------
  THAILAND (7.3%)
        293,250    Advanced Information Services Co.
                    (Foreign)                               4,073
      1,265,600    Bangkok Bank Ltd.                        9,200
        419,500    Bangkok Bank Ltd. (Foreign)              3,714
         49,719    Ban Pu Coal Co. Ltd. (Foreign)             925
      2,587,800    Finance One Co., Ltd. (Foreign)         14,292
        131,060    International Engineering Co.,
                    Ltd.                                      915
        432,740    International Engineering Co.,
                    Ltd. (Foreign)                          2,987
        144,400    Land & House Co., Ltd. (Foreign)         2,463
        598,300    MDX Co., Ltd.                            1,112
        234,635    Phatra Thanakit Co., Ltd.                1,458
        546,265    Phatra Thanakit Co., Ltd.
                    (Foreign)                               3,571
         31,100    SeaFresh Industry Co., Ltd.
                    (Foreign)                                 202
        141,800    Shinawatra Computer Co., Ltd
                    (Foreign)                               3,225
         60,000    Siam Cement Co., Ltd. (Foreign)          3,445
<CAPTION>
                                                          VALUE
         SHARES                                           (000)
- ---------------                                         ---------
<C>               <S>                                   <C>
      1,211,000    Thai Farmers Bank Ltd.               $   7,868
                                                        ---------
                                                           59,450
                                                        ---------
  TURKEY (6.9%)
      1,548,000    Aksa                                     1,431
      2,900,000    Borusan                                  2,577
     13,001,600    Ege Biracilik Ve Malt Sanayii           12,170
      3,878,000    Ege Seramik Sanayii Ve Ticaret
                    A.S.                                    1,815
      6,776,000    Koc Yatirim Ve Sanayii Mamulleri         6,342
        812,000    Migros Turk TAS                          2,309
     11,810,000    Sarkuysan                                8,116
      3,551,000    Tat Konserue                             5,974
      9,611,000    Tofas Turk Otomobil Fabrikasi            8,199
        120,000    Tofas Turk Otomobil Fabrikasi GDR,
                    Class E                                   486
      1,302,075    Turkas Petroculuk A.S.                     455
      1,085,600    Turkiye Garanti Bankasi ADR              3,257
     31,055,000    Yapi Ve Kredi Bankasi A.S.               3,017
                                                        ---------
                                                           56,148
                                                        ---------
  UNITED KINGDOM (0.3%)
        909,844    Lonrho plc                               2,231
                                                        ---------
  ZIMBABWE (0.3%)
      1,980,000    Trans Zambezi Industries Ltd.            2,574
                                                        ---------
TOTAL COMMON STOCKS (Cost $744,011)                       644,051
                                                        ---------
PREFERRED STOCKS (9.8%)
  BRAZIL (9.8%)
  1,103,022,183    Banco Bradesco                           7,423
    323,910,000    Banco do Brasil                          3,354
     18,800,000    Banco do Estado Sao Paulo                  111
    298,898,880    Banco Nacional S.A.                      4,987
     20,516,870    Bombril                                    490
     13,825,000    Brahma (Preferred)                       3,306
     21,189,000    Brasmotor S.A.                           4,832
    118,244,284    Cia Acos Especiais Itabira                 875
     96,442,105    Cia Energetica de Minas Gerias           1,931
     43,924,470    Cia Energetica de Sao Paulo              1,759
     16,959,000    Cia Paulista de Forca E Luz                641
    904,000,000    Cia Siderurgica Paulista, Class B        1,579
     61,724,850    Eletrobras                              11,809
     33,404,000    Itaubanco                                7,952
     37,930,101    Lojas Americanas S.A.                      717
        105,758    Lojas Americanas (Bonus)                    15
        270,000    Multibras S.A.                             247
    104,153,333    Petrobras                                7,241
     77,529,000    Petrobras Distribuidora                  2,354
         12,500    Sadia Concordia                             11
    135,699,175    Telecomunicacoes Brasileiras             3,653
     45,160,815    Telecomunicacoes de Sao Paulo            4,672
  5,521,151,000    Usinas Siderurgicas de Minas
                    Gerias                                  6,326
</TABLE>

                                       7
<PAGE>
<TABLE>
<CAPTION>
                                                          VALUE
         SHARES                                           (000)
- ---------------                                         ---------
<C>               <S>                                   <C>
  BRAZIL (CONTINUED)
     26,163,000    Vale Do Rio Doce                     $   3,536
                                                        ---------
TOTAL PREFERRED STOCKS (Cost $80,529)                      79,821
                                                        ---------
<CAPTION>
         NO. OF
         RIGHTS
- ---------------
<C>               <S>                                   <C>
RIGHTS (0.0%)
  INDIA (0.0%)
        157,250    Geekay Exim Ltd.                           275
          2,500    Pentafour Products Ltd., Class B            --
                                                        ---------
                                                              275
                                                        ---------
  PAKISTAN (0.0%)
         20,625    Dewan Salman Fibre                          --
         92,643    Muslim Commercial Bank Ltd.                 26
                                                        ---------
                                                               26
                                                        ---------
  PERU (0.0%)
         32,305    Southern Peru Copper, Class T               --
                                                        ---------
TOTAL RIGHTS (Cost $351)                                      301
                                                        ---------
<CAPTION>
         NO. OF
       WARRANTS
- ---------------
<C>               <S>                                   <C>
WARRANTS (0.0%)
  HONG KONG (0.0%)
        540,000    Wai Kee Holdings Ltd., expiring
                    12/31/96                                    5
                                                        ---------
  INDIA (0.0%)
         33,571    Bharat Forge, expiring 6/95                 --
         27,383    Flex Industries Ltd., expiring
                    11/23/97                                   --
         44,702    Garware Plastics & Polyesters,
                    expiring 6/22/97                           --
                                                        ---------
                                                               --
                                                        ---------
  POLAND (0.0%)
      1,014,000    International UNP Holdings,
                    expiring 12/31/95                          --
                                                        ---------
  THAILAND (0.0%)
             10    Finance One Co., Ltd., expiring
                    3/15/99                                    --
                                                        ---------
TOTAL WARRANTS (Cost $0)                                        5
                                                        ---------
<CAPTION>
         NO. OF
          UNITS
- ---------------
<C>               <S>                                   <C>
UNITS (0.6%)
  HUNGARY (0.5%)
         42,000    Mol Magyar Olay-ES                       4,233
                                                        ---------
  MEXICO (0.1%)
        308,100    Interceramica                              408
                                                        ---------
TOTAL UNITS (Cost $5,800)                                   4,641
                                                        ---------
<CAPTION>
                                                            VALUE
         SHARES                                             (000)
- ---------------                                         ---------
<C>               <S>                                   <C>
PURCHASED OPTIONS (0.0%)
  BRAZIL (0.0%)
     37,900,000    Cia Paulista de Forca E Luz,
                    strike price BRL 70, expiring
                    10/16/95 (Cost $2)                  $      63
                                                        ---------
<CAPTION>
     FACE
    AMOUNT
     (000)
- ---------------
<C>               <S>                                   <C>
BONDS (0.3%)
  ECUADOR (0.3%)
$         3,932    Republic of Ecuador Discount
                    Bonds, (Floating Rate) 7.25%,
                    2/28/25                                 1,779
          3,716    Republic of Ecuador PDI Bonds,
                    (Floating Rate) 7.25%, 2/27/15            855
                                                        ---------
                                                            2,634
                                                        ---------
  INDIA (0.0%)
          3,141    Shree Vindhya 16.00%, 4/01/95               55
                                                        ---------
  POLAND (0.0%)
             54    Republic of Poland PDI, Zero
                    Coupon, 12/29/49                           22
                                                        ---------
TOTAL BONDS (Cost $2,846)                                   2,711
                                                        ---------
CONVERTIBLE DEBENTURES (0.6%)
  COLOMBIA (0.3%)
          4,115    Banco de Colombia 5.20%, 2/01/99         2,860
                                                        ---------
  INDIA (0.3%)
IR           25    Bharat Pipes & Fittings Ltd.,
                    Series B, Zero Coupon, 12/31/99            91
            336    DCM Shriram Industries, Zero
                    Coupon, 3/01/00                           641
             15    Indian Seamless, 10.00%, 10/12/99           60
            134    Jai Parabolic Ltd., Series B, Zero
                    Coupon, 4/01/95                           569
          1,467    Mahavir Spinning Mills Ltd.,
                    Series A, Zero Coupon, 12/31/99            51
            783    Uttam Galva Steels Ltd., Class B
                    Zero Coupon, 12/01/10                     997
                                                        ---------
                                                            2,409
                                                        ---------
TOTAL CONVERTIBLE DEBENTURES (Cost $6,151)                  5,269
                                                        ---------
NON-CONVERTIBLE DEBENTURES (0.6%)
  INDIA (0.6%)
             34    Bharat Forge Co., Ltd.,
                    7.25%,3/04/00                              49
            341    DCM Shriram Industries Ltd.,
                    16.50%, 3/01/00                           499
          4,470    Garware Plastics & Polyester,
                    16.00%, 5/01/05                           142
</TABLE>

                                       8
<PAGE>
<TABLE>
<CAPTION>
     FACE
    AMOUNT                                                  VALUE
     (000)                                                  (000)
- ---------------                                         ---------
<C>               <S>                                   <C>
  INDIA (CONTINUED)
 IR           8    Mahavir Spinning Mills Ltd.,
                    Series B, Zero Coupon, 12/31/99     $      28
            500    Raymond Wollen Mills 16.00%,
                    12/31/99                                1,693
             70    Saurashtra Cement & Chemicals,
                    Zero Coupon, 12/31/99                   2,162
                                                        ---------
TOTAL NON-CONVERTIBLE DEBENTURES (Cost $5,030)              4,573
                                                        ---------
LOAN AGREEMENTS (2.9%)
  PANAMA (0.9%)
$        19,402    Republic of Panama Unrestructured
                    Loans (Floating Rate)                   7,663
                                                        ---------
  RUSSIA (2.0%)
 CHF      1,910    Bank for Foreign Economic Affairs
                    (Floating Rate)                           333
$        25,657    Bank for Foreign Economic Affairs
                    (Floating Rate)                         5,708
          9,293    Bank for Foreign Economic Affairs,
                    Series A (Floating Rate)                2,068
         32,090    Bank for Foreign Economic Affairs,
                    Series B (Floating Rate)                7,140
          1,000    Bank for Foreign Economic Affairs,
                    Series C (Floating Rate)                  222
          1,913    Bank for Foreign Economic Affairs,
                    Series E (Floating Rate)                  426
                                                        ---------
                                                           15,897
                                                        ---------
TOTAL LOAN AGREEMENTS (Cost $37,996)                       23,560
                                                        ---------
SHORT-TERM INVESTMENT (2.3%)
  REPURCHASE AGREEMENT (2.3%)
         18,360    Goldman Sachs & Co., 6.05% dated
                    3/31/95, due 4/03/95 to be
                    repurchased at $18,369,
                    collateralized by $14,100 United
                    States Treasury Notes 13.375%,
                    due 8/15/01, valued at $18,778
                    (Cost $18,360)                         18,360
                                                        ---------
<CAPTION>

    AMOUNT                                                  VALUE
     (000)                                                  (000)
- ---------------                                         ---------
<C>               <S>                                   <C>
FOREIGN CURRENCY (3.5%)
 BLR        316    Brazilian Real                         $   351
 CP     220,527    Colombian Peso                             244
 HK$     18,301    Hong Kong Dollar                         2,367
IR      523,635    Indian Rupee                            16,668
IN    4,996,179    Indonesian Rupiah                        2,232
 MA         506    Malaysian Ringgit                          200
 MP       2,311    Mexican Peso                               340
PR        8,428    Pakistani Rupee                            273
 PHP        117    Philippines Peso                             5
 PZ         275    Polish Zloty                               117
 AR         332    South African Rand                          93
SL          101    Sri Lankan Rupee                             2
T$       63,654    Taiwan Dollar                            2,449
TB       73,480    Thailand Baht                            2,984
TL    5,979,559    Turkish Lira                               142
                                                        ---------
TOTAL FOREIGN CURRENCY (Cost $28,468)                      28,467
                                                        ---------
TOTAL INVESTMENTS (99.6%) (Cost $929,544)                 811,822
                                                        ---------
OTHER ASSETS AND LIABILITIES (0.4%)
 Other Assets                                              11,450
 Liabilities                                               (8,323)
                                                        ---------
                                                            3,127
                                                        ---------
NET ASSETS (100%)                                       $ 814,949
                                                        ---------
                                                        ---------
NET ASSET VALUE, OFFERING AND
REDEMPTION PRICE PER SHARE
  Applicable to 63,899,377 outstanding $.001 par
  value shares (authorized 500,000,000 shares)             $12.75
                                                        ---------
                                                        ---------
<FN>
- ---------------
ADR -- American Depositary Receipt
ADS -- American Depositary Shares
GDR -- Global Depositary Receipt
GDS -- Global Depositary Shares
</TABLE>

                                       9
<PAGE>
- --------------------------------------------------
OFFICERS AND DIRECTORS

Frederick B. Whittemore     James W. Grisham
  CHAIRMAN OF THE           VICE PRESIDENT
  BOARD                     Harold J. Schaaff, Jr.
Warren J. Olsen             VICE PRESIDENT
  PRESIDENT AND             Joseph P. Stadler
  DIRECTOR                  VICE PRESIDENT
John P. Britton             Valerie Y. Lewis
  DIRECTOR                  SECRETARY
George R. Bunn, Jr.         Karl Hartmann
  DIRECTOR                  ASSISTANT SECRETARY
A. MacDonald Caputo         Hilary D. Toole
  DIRECTOR                  ASSISTANT SECRETARY
Peter E. de Svastich        James R. Rooney
  DIRECTOR                  TREASURER
Gerard E. Jones             Timothy F. Osborne
  DIRECTOR                  ASSISTANT TREASURER

- ---------------------------------------------
INVESTMENT ADVISER AND ADMINISTRATOR
Morgan Stanley Asset Management Inc.
1221 Avenue of the Americas
New York, New York 10020
- ---------------------------------------------
CUSTODIANS
The United States Trust Company of New York
770 Broadway
New York, New York 10003

Morgan Stanley Trust Company
One Pierrepont Plaza
Brooklyn, New York 11210
- ---------------------------------------------
LEGAL COUNSEL
Morgan, Lewis & Bockius
2000 One Logan Square
Philadelphia, Pennsylvania 19103
- ---------------------------------------------
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP
1177 Avenue of the Americas
New York, New York 10036

- ---------------------------------------------
For current performance, current net asset value, or for assistance with your
account, please contact the Fund at (800) 548-7786. This report is authorized
for distribution only to shareholders and others who have received a copy of the
prospectus of Morgan Stanley Institutional Fund, Inc.

[LOGO] MORGAN STANLEY
       INSTITUTIONAL FUND, INC.
       P.O. Box 2798
       Boston, MA 02208-2798

[LOGO] MORGAN STANLEY
       INSTITUTIONAL FUND, INC.

                      ACTIVE COUNTRY ALLOCATION PORTFOLIO
                              FIRST QUARTER REPORT
                                 MARCH 31, 1995
<PAGE>
LETTER TO SHAREHOLDERS
- -------

The Active Country Allocation Portfolio invests in international equity markets,
with  emphasis placed upon  country, rather than  stock selection. This approach
reflects an investment  philosophy that  a diversified  selection of  securities
representing exposure to each country that we find attractive is, we believe, an
effective  way  to maximize  the return  and minimize  the risk  associated with
global investing.

The total return of  the Portfolio for  the three month  period ended March  31,
1995   was  -4.04%  as  compared  to   1.86%  for  the  Morgan  Stanley  Capital
International (MSCI) EAFE Index  for the same period.  The total return for  the
twelve months ended March 31, 1995, and the average annual return for the period
from  inception in January  1992 through March  31, 1995 for  the Portfolio were
- -2.71% and 5.77%, respectively, as compared to 6.08% and 9.51% for the Index for
the same periods.

PERFORMANCE  COMPARED  TO  MORGAN  STANLEY  CAPITAL  INTERNATIONAL  (MSCI)  EAFE
INDEX(1)

<TABLE>
<CAPTION>
                                    TOTAL RETURNS(2)
                       -------------------------------------------
                                                      AVERAGE
                                                   ANNUAL SINCE
                          YTD        ONE YEAR        INCEPTION
                       ----------  ------------  -----------------
<S>                    <C>         <C>           <C>
PORTFOLIO............      -4.04%        -2.71%           5.77%
INDEX................       1.86          6.08            9.51
<FN>
- -------------
1.  The  MSCI EAFE  Index is  an unmanaged index  of common  stocks and includes
    Europe, Australia  and the  Far East  (assumes dividends  reinvested net  of
    withholding taxes).
2.  Total  returns for the Portfolio reflect  expenses waived and reimbursed, if
    applicable, by the  Adviser. Without  such waiver  and reimbursement,  total
    returns would be lower.
</TABLE>

PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE.

Equity  markets in the first quarter generally performed poorly. Returns for the
major international  markets  were  a  disappointment  and  dominated  by  Japan
(-15.3%)   and  Germany  (-8.2%).  However,  due  to  the  strength  of  foreign
currencies, U.S. based investors benefitted when the equity market returns  were
translated from local currency to U.S. dollars. The EAFE Index in local currency
terms  lost 7.8% for the  first quarter and gained 1.9%  in U.S. dollars for the
same  period.  Our  country  selection   this  quarter  added  to   performance,
highlighted  by our overweight positions in the Netherlands, Belgium and France.
Our underweight  positions in  Japan  and Germany  were  correct as  the  equity
returns  were  negative but  their  impact on  the  portfolio was  muted  by the
weakness of  the  U.S. dollar  against  both of  these  currencies.  Underweight
positions in the U.K., Singapore and Malaysia detracted from performance.

In the Far East, we maintain an overweight position in Australia and are neutral
in  Hong Kong and Japan.  Our European holdings focus  on our favored markets of
France, Belgium, the Netherlands and Italy. Spain has become a market  weighting
while the U.K. and Germany are underweight.

The  AUSTRALIAN equity market rose  1.5% in local currency  terms but the Aussie
dollar weakened  during the  quarter and  the return  for U.S.  investors was  a
disappointment,  -4.0%. Fears over  continuing increases in  interest rates from
the Reserve  Bank  and a  deteriorating  current account  surplus  overhung  the
market. This uneasiness has subsided recently as economic growth has shown signs
of  slowing and the market has responded  positively. We reduced our position in
March as the market became less attractive in the valuation rankings but  remain
overweight.

JAPAN  became  more  attractive on  valuations  and we  increased  our weighting
towards a  neutral  stance  during  the quarter  (although  we  remain  slightly
underweight).  The yen has further strengthened over the last three months which
continues to pressure corporate  profits and to  dampen economic prospects.  The
government  will further  use fiscal  policy in  an effort  to boost  the anemic
economy. The recent cut in  the ODR and the fall  in real interest rates  should
help make the equity market more attractive. Our equity underweight was positive
to returns as the market fell -15.3% but this was

                                       1
<PAGE>
dampened  by  our underweight  position in  the  currency. At  the start  of the
quarter, we reduced our hedge from the full position to hedge half of our  local
currency exposure.

HONG  KONG rebounded from its  poor showing in the  fourth quarter and performed
well this quarter, +4.3%  in U.S. dollars. The  equity market was relieved  that
U.S.  rates are near their  peak. Favorable land sales  and news from China that
the government may be able to achieve  a soft landing as inflation and  economic
growth have moderated were also positive. We have a neutral stance in the market
as  we  are still  cautious  about the  quality  of earnings  and  the uncertain
political landscape in the approaching transition.

INDONESIA is not a fantastic value  when judged solely on price/book value,  but
when  you account for its long-term growth  potential, it is the most attractive
in our investment  universe. The market  had a disappointing  quarter, -6.2%  in
U.S.  dollars. GDP growth in 1994  was a robust 7.4% and  is expected to be more
than 7% in  1995. A  large contributor to  this growth  is domestic  consumption
fueled  by  minimum  wages which  have  increased  70% in  the  last  two years.
Consumption should abate as interest rates continue to rise and wage concessions
become less generous.  As inflation pressures  subside, investors worries  about
the liquidity situation should diminish.

FRANCE,  a focus of the Portfolio, remains an overweight position and the market
is attractively valued. The equity market  performed well in the first  quarter,
+1.0%  in local  currency terms and  +12.4% in  U.S. dollars. The  impact on the
Portfolio of the strong franc was  softened as our currency exposure was  hedged
until  late February. Although  the Socialist candidate Jospin  led in the first
round of voting, Chirac is expected to win the second round on May 7th. Chirac's
focus is  economic  growth  at any  cost  to  cure the  current  economic  ills,
especially  high  unemployment  which  remains above  12%.  His  agenda includes
structural changes to the economy such as making the labor market more flexible.
The risk remains  that his resolve  on the  franc-fort policy is  tested by  the
markets  and that the French franc is  allowed to depreciate versus the deutsche
mark.

BELGIUM performed relatively  well in local  currency terms, -3.9%  and in  U.S.
dollars  had  a  very  good  quarter,  +8.8%. The  market  is  one  of  the most
attractively valued in the EAFE  Index at 1.42 on  price/ book value. The  prime
minister  surprised the markets  by calling national  elections earlier than had
been anticipated which will be held on May  21st. This could be a positive if  a
stronger coalition is brought in to deal effectively with the government deficit
as the new government will be responsible for negotiating and ratifying the 1996
budget.  The Belgian franc, which closely follows the deutsche mark, appreciated
quite strongly since  the start of  the year  and we recently  hedged our  franc
exposure back to dollars. Relative to the last five years the currency is nearly
14%  overvalued  on  inflation and  producer  price adjusted  measures  but more
importantly is pegged to the deutsche mark, which is even more overvalued.

The NETHERLANDS rewarded U.S.  investors as the market  rose 9.3% this  quarter.
Economic  growth  is strong,  spurred  mainly by  investment  spending, although
consumer demand  is  languid. Investment  outlays  are anticipated  to  increase
strongly  this year and will be helped by government spending in response to the
destructive floods of this  winter. Consumer spending,  which represents 60%  of
GDP, is hindered by a very low savings rate and minimal increases in real wages.
The market is attractively valued and we are overweight.

ITALY suffered from political uncertainty but we feel the bad news has been more
than  fully  discounted  by the  equity,  bond  and currency  markets.  The Dini
administration was successful in passing a mini-budget and has made progress  on
pension reform. The government budget will run a primary surplus this year. If a
substantial  package on  pension reform  is achieved,  government finances could
begin to improve significantly. The major  obstacle is the interest payments  on
outstanding debt, especially given rising interest rates. The current government
is by definition an interim one and the uncertainty of what will follow and when
elections will be held continues to unsettle the markets. The Italian market has
moved up the valuation rankings and is one

                                       2
<PAGE>
of  the most attractive. The lira is extremely undervalued, it fell more than 4%
in the first quarter against the U.S. dollar. Relative to its five year  history
on  a PPI adjusted basis, the lira  is nearly 17% undervalued. We are overweight
the market  and expect  the equity  market and  currency to  recover from  these
levels.

We  scaled back  our position  in SPAIN  this quarter.  The market  continued to
languish and  fell  4.8%  in  dollars  in the  first  quarter.  Equities  had  a
particularly  bad month in March  on the back of  the devaluation of the peseta,
disappointing news on inflation and the prospects for interest rates.  Municipal
elections  are to be  held on May  28th and pose  a small risk  to the governing
coalition as the Socialists are expected to fare poorly. Although the market  is
very   attractively  valued,   the  risks   and  the   likelihood  of  continued
underperformance outweigh the  potential upside.  We removed  our peseta  hedges
this quarter.

PORTUGUESE  equities were down 6.0% in escudos but rose 3.6% in U.S. dollars for
the first quarter. The currency was  devalued in March amid pressures of  rising
inflation,  political  uncertainty  and  the  attractiveness  of  the  hard-core
European currencies, particularly  the deutsche mark.  Inflation was  negatively
affected by an increase in VAT rates and the annual reset of fixed prices by the
government.   Political  uncertainty   resulted  from   Prime  Minister  Silva's
announcement in January that  he would resign as  head of the Social  Democratic
Party.  Silva has  governed for ten  years and  the Social Democrats  hold a 59%
majority in the National Assembly. It  is not anticipated that the  government's
pro-Europe  stance  or the  Social Democrats  majority will  be affected  in the
National Assembly elections to be held in October. There was improvement in  the
federal budget deficit achieved mainly by increased receipts from indirect taxes
and  flat real current  expenditures. The market is  very attractively valued on
price/book value and has a dividend yield  of almost 4%. We are maintaining  our
position there.

GERMANY  is expensive in  relative and absolute  terms and we  maintain our zero
weight. The market had a tough quarter,  -8.2% in local currency terms, but  the
deutsche  mark was quite strong  and in U.S. dollar  terms the market return was
+4.0%. Our underweight of the equity market was correct but the currency's  safe
haven value was highly sought, and the deutsche mark appreciated strongly.

The U.K. market performed well in the first quarter, +2.3% in local currency and
6.5%  in U.S. dollars. The market was buoyed by the outlook of moderate economic
growth combined with low  inflation. The Bank of  England raised rates 50  basis
points  to 6.75% for the  minimum lending rate. The  Bank's proactive role along
with mixed economic  news calmed fears  of rising inflation.  We continue to  be
underweight  the U.K. as  the earnings cycle  has peaked and  valuations are not
compelling.

MEXICO plunged this quarter as the local currency MSCI EAFE Index fell 20.4% and
the currency  depreciated  more than  20.0%.  Bad news  permeated  sentiment  as
economic   forecasts  were  revised  (economic  growth  downward  and  inflation
expectations upward) and more allegations of political corruption unfolded.  The
Zedillo    administration,   recovered   from   the   earlier   perceptions   of
indecisiveness, is viewed more positively now. If the administration is able  to
move forward on political reform the reaction would be very favorable as popular
support  for these measures is very strong.  We have sold down our holdings into
market strength  and will  continue to  scale back  our position  as the  market
rallies.  The medium  term will  be very  difficult and  it is  uncertain if the
political and social wills exist to see difficult reforms put into place.

BRAZIL was added to the portfolio in March following its poor performance  since
the  start of the  year. Although Brazil  must focus on  the structural economic
problems,  we  think  that  the  political  will  exists  to  deal  with   these
effectively.  Inflation expectations have risen  recently due to strong domestic
demand and recent  weakening of the  currency. The government  must now rely  on
domestic means to quell inflationary pressures given that demand is strong.

We  added  a small  position  to ARGENTINA  in March  as  the market  had become
extremely attractive. The  market fell 8.7%  in U.S. dollar  terms in the  first

                                       3
<PAGE>
quarter  and its price  to book value during  the quarter was  close to one. The
country's economic fundamentals are good and the market has suffered in sympathy
with the Mexican  crisis. The government  secured a financing  package and  took
measures  to achieve a fiscal surplus. There  will be a Presidential election in
May and the current President Menem is anticipated to win.

In conclusion, international  equity markets performed  poorly during the  first
quarter.  This was due partly to dollar weakness and also the spillover from the
Mexican crisis. There  were also  lingering worries about  U.S. interest  rates.
However,  for a dollar based investor the strength of overseas currencies offset
the equity market  weakness. Looking  forward we expect  to see  something of  a
reversal in this pattern. Global markets should start to settle down -- the bear
market  that  started in  February 1994  must be  approaching its  end, although
further rises in U.S. interest rates remain  a possibility. At the same time  we
are  unlikely to see a repetition  of the currency developments witnessed during
the first part of 1995. If  anything we now expect international equity  markets
to  strengthen but would not be surprised  to see the returns offset by overseas
currency weakness. The  ideal stance in  this environment would  be long  equity
markets but short currency exposure -- hence our currency hedging.

- ------------
THE  COUNTRY SPECIFIC PERFORMANCE  RESULTS PROVIDED ARE AS  MEASURED BY THE MSCI
EAFE INDEX AND ARE FOR INFORMATIONAL  PURPOSES ONLY AND SHOULD NOT BE  CONSTRUED
AS  A GUARANTEE OF THE PORTFOLIO'S FUTURE PERFORMANCE. PAST PERFORMANCE SHOWN IS
NOT PREDICTIVE OF FUTURE PERFORMANCE. INVESTMENT RETURN AND PRINCIPAL VALUE WILL
FLUCTUATE SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS
THAN THEIR ORIGINAL COST. PLEASE SEE THE PROSPECTUS FOR A DESCRIPTION OF CERTAIN
RISK CONSIDERATIONS ASSOCIATED WITH INTERNATIONAL INVESTING.

                                       4
<PAGE>
INVESTMENTS (UNAUDITED)
- ----------
MARCH 31, 1995
<TABLE>
<CAPTION>
                                                       VALUE
    SHARES                                             (000)
- ----------                                         ---------
<C>          <S>                                   <C>
COMMON STOCKS (98.7%)
  ARGENTINA (0.9%)
    20,600    Acindar Industrial S.A.              $      11
    28,000    Alpargatas S.A.                             12
    32,100    Astra, Class B                              42
     5,200    Atanor S.A.                                  8
    10,400    Bagley S.A. Class B                         27
    19,000    Banco de Galicia y Buenos Aires             73
    11,600    Banco Frances del Rio Plata                 71
        80    Buenos Aires Embotelladora, Class
               B                                         106
     4,200    Central Costanera S.A., Class B             12
     2,600    Central Puerto S.A.                          9
    43,200    Cia Celulosa Argentina S.A.                 11
     7,800    CIADEA (Renault) S.A.                       40
    69,738    Cia Naviera Perez Companc, Class B         258
    20,400    Comercial del Plata S.A.                    44
    17,200    Indupa S.A.                                  7
     4,400    Industrias Petroquimicas                    18
     5,000    Juan Minetti S.A.                           17
    25,400    Ledesma S.A.                                31
     6,300    Molinos Rio de la Plata, Class B            32
     5,600    Sevel Argentina S.A., Series C              10
    97,300    Siderca                                     58
    40,100    Telecom Argentina S.A., Class B            175
    48,000    Telefonica de Argentina, Class B           117
    38,100    Transportadora de Gas del Sur,
               S.A., Class B                              72
    14,145    YPF S.A.                                   270
                                                   ---------
                                                       1,531
                                                   ---------
  AUSTRALIA (5.6%)
    54,400    Amcor Ltd.                                 373
    30,700    Ampolex Ltd.                                78
    51,200    Australian National Industries
               Ltd.                                       47
   112,900    Boral Ltd. (Bon Shares Plan)               285
    21,600    Brambles Industries Ltd.                   200
   149,200    Broken Hill Proprietary Co., Ltd.        1,955
    58,799    Burns, Philip & Co., Ltd.                  138
    27,800    Coca-Cola Amatil Ltd.                      169
   120,300    Coles Myer Ltd.                            401
    45,900    CRA Ltd.                                   598
    90,292    CSR Ltd.                                   285
   276,700    Fosters Brewing Corp.                      229
    71,736    General Property Trust                     123
   116,500    Goodman Fielder Ltd.                       100
    30,900    ICI Australia Ltd.                         204

<CAPTION>
                                                       VALUE
    SHARES                                             (000)
- ----------                                         ---------
<C>          <S>                                   <C>
    23,000    Lend Lease Corp., Ltd.               $     280
   143,890    MIM Holdings Ltd.                          197
   123,664    National Australia Bank Ltd.             1,044
    28,600    Newcrest Mining Ltd.                       109
   168,600    News Corp., Ltd.                           807
    74,200    North Broken Hill Peko Ltd.                166
   101,400    Pacific Dunlop Ltd.                        222
    84,600    Pioneer International Ltd.                 197
    26,800    Renison Goldfields Consolidated
               Ltd.                                       81
    58,400    Santos Ltd.                                153
    64,400    Southcorp Holdings Ltd.                    134
    41,800    TNT Ltd.                                    55
    91,000    Western Mining Corp. Holdings Ltd.         458
    17,057    Westfield Trust                             10
     6,098    Westfield Trust (New)                       11
   164,400    Westpac Banking Corp.                      588
                                                   ---------
                                                       9,697
                                                   ---------
  BELGIUM (5.5%)
     6,300    AG Financiere et de Reassurance du
               Groupe                                    597
       420    Baekaert S.A.                              282
       700    Cimenteries CBR Cementbedrijven            279
     9,500    Delhaize Freres et Cie, 'Le Lion',
               S.A.                                      383
     8,200    Electrabel S.A.                          1,758
     1,800    Electrabel S.A., Series 1                  386
       211    Generale de Banque (New)                    62
     2,700    Generale de Banque S.A.                    798
     4,700    Gevaert Photo-Producten S.A.               241
        36    Glaverbel                                    5
       900    Glaverbel S.A.                             119
     4,300    Groupe Bruxelles Lambert S.A.              522
     2,500    Kredietbank S.A.                           560
     4,240    Petrofina S.A.                           1,237
     2,350    Reunies Electrobel & Tractebel
               S.A.                                      771
     2,450    Royale Belge                               402
     1,525    Solvay et Cie S.A.                         746
     4,650    Union Miniere S.A.                         307
                                                   ---------
                                                       9,455
                                                   ---------
  BRAZIL (0.3%)
 2,500,000    Banco do Brasil                             26
   550,000    Cia Paulista de Forca E Luz                 24
    70,000    Cia Siderurgica de Tubarao                  47
 1,300,000    Cia Siderurgica Nacional                    30
</TABLE>

                                       5
<PAGE>
<TABLE>
<CAPTION>
                                                       VALUE
    SHARES                                             (000)
- ----------                                         ---------
<C>          <S>                                   <C>
  BRAZIL (CONTINUED)
 1,600,000    Eletrobras                           $     315
   210,000    Itaubanco                                   50
    16,000    Sadia Concordia                             14
                                                   ---------
                                                         506
                                                   ---------
  FRANCE (11.5%)
     1,950    Accor S.A.                                 232
    11,000    Alcatel Alsthom                            989
    11,600    AXA S.A.                                   589
    13,600    Banque Nationale de Paris                  688
       600    BIC Corp.                                   97
     2,000    Bouygues                                   221
     5,600    B.S.N. S.A.                                947
     1,900    Carrefour Supermarch S.A.                  953
       400    Chargeurs S.A.                              84
     1,700    Cie Bancaire S.A.                          189
     6,000    Cie de Saint Gobain                        743
    11,700    Cie de Suez, S.A.                          564
     8,200    Cie Financiere de Paribas, Class A         487
     8,100    Cie Generale des Eaux                      819
    18,100    Elf Aquitaine                            1,409
     6,100    Elf Sanofi                                 350
     2,300    Eridania Beghin-Say S.A.                   371
     5,600    Etablissements Economiques du
               Casino                                    175
     4,000    Havas S.A.                                 300
     6,600    Lafarge Coppee S.A.                        498
     5,200    L'Air Liquide                              850
       225    Legrand                                    326
     4,500    L'Oreal                                  1,189
     5,600    LVMH Moet Hennessy Louis Vuitton         1,093
     5,100    Lyonnaise des Eaux Demez                   470
     8,100    Michelin CGDE, Class B                     347
     3,800    Pernod-Ricard                              275
     1,350    Pinault-Printemps S.A.                     315
     1,500    Promodes                                   343
     3,600    PSA Peugeot Citrogen S.A.                  504
    18,200    Rhone-Poulenc S.A., Class A                425
       375    SAGEM                                      211
       750    Saint Louis S.A.                           234
     4,000    Schneider S.A.                             294
     2,000    Simco S.A.                                 177
       345    Societe Eurafrance S.A.                    101
     6,100    Societe Generale                           705
    10,300    Thomson CSF                                276
<CAPTION>
                                                       VALUE
    SHARES                                             (000)
- ----------                                         ---------
<C>          <S>                                   <C>
    15,000    Total S.A., Class B                  $     890
                                                   ---------
                                                      19,730
                                                   ---------
  HONG KONG (2.7%)
    26,000    Applied International Holdings               2
    26,792    Bank of East Asia Ltd.                      76
    99,000    Cathay Pacific Airways Ltd.                153
    73,000    Cheung Kong Holdings Ltd.                  318
    67,500    China Light & Power Co., Ltd.              327
    52,000    Chinese Estates Holdings                    38
    26,000    Dickson Concepts International
               Ltd.                                       14
    22,000    Giordano Holdings Ltd.                      15
    41,000    Hang Lung Development Co.                   62
    63,300    Hang Seng Bank                             446
     6,400    Hong Kong Aircraft Engineering Co.
               Ltd.                                       17
    64,000    Hong Kong & China Gas Co. Ltd.             114
    42,000    Hong Kong & Shanghai Hotel                  49
   364,000    Hong Kong Telecommunications Ltd.          708
   140,000    Hopewell Holdings Ltd.                      99
   119,000    Hutchison Whampoa Ltd.                     525
    35,000    Hysan Development Ltd.                      78
    14,000    Johnson Electric Holdings Ltd.              33
    19,000    Miramar Hotel & Investment Ltd.             37
    50,065    New World Development Co., Ltd.            136
    47,000    Oriental Press Group                        20
    46,940    Shangri-La Asia Ltd.                        52
    54,000    Shun Tak Holdings Ltd.                      32
    62,000    South China Morning Post                    35
    34,000    Stelux Holdings Ltd.                        10
    75,000    Sun Hung Kai Properties Ltd.               512
    53,000    Swire Pacific Ltd., Class A                362
    14,000    Television Broadcasts Ltd.                  48
    72,000    Wharf Holdings Ltd.                        235
     5,000    Wing Lung Bank Ltd.                         33
                                                   ---------
                                                       4,586
                                                   ---------
  INDONESIA (3.1%)
   218,000    Bank Dagang Nasional (Foreign)             326
 1,248,000    Barito Pacific Timber (Foreign)          1,687
   353,000    Gadjah Tunggal (Foreign)                   379
   401,000    Hanajaya Mandala Sampoerna               2,123
   344,000    Jakarta International Hotel &
               Development                               292
    37,000    Matahari Putra Prima                        56
</TABLE>

                                       6
<PAGE>
<TABLE>
<CAPTION>
                                                       VALUE
    SHARES                                             (000)
- ----------                                         ---------
<C>          <S>                                   <C>
  INDONESIA (CONTINUED)
    34,000    Panbrothers Tex (Foreign)            $      16
   187,000    Sinar Mas Agro                             203
   123,000    United Tractors (Foreign)                  217
                                                   ---------
                                                       5,299
                                                   ---------
  ITALY (7.5%)
   100,000    Alitalia S.p.A.                             53
   116,520    Assicurazioni Generali S.p.A.            2,596
   266,000    Banca Commerciale Italiana                 517
    50,000    Banca Nazionaia Deli                        43
    87,000    Banco Ambrosiano Ven                       271
    29,000    Benetton Group S.p.A.                      245
    14,000    Cartiere Burgo                              95
    26,000    Cogefar                                     18
   338,000    Credito Italiano                           319
    99,000    Edison S.p.A.                              383
     8,000    Falck Italian                               11
   368,000    Fiat S.p.A.                              1,377
   110,000    Fiat S.p.A. Di Risp (NCS)                  256
    37,500    Fidis Italian                               75
    40,000    Gilardini                                   89
   109,500    Istituto Bancario San Paolo                569
    13,500    Italcementi                                 37
    30,500    Italcementi Di Risp                        166
   109,000    Italgas                                    247
    73,500    Mediobanca S.p.A.                          504
   780,000    Montedison S.p.A.                          494
   135,000    Montedison S.p.A. Di Risp (NCS)             72
   185,000    Olivetti S.A.                              174
   188,500    Parmalat Finanziaria S.p.A.                149
   240,000    Pirelli S.p.A.                             307
    40,400    R.A.S. S.p.A.                              360
    15,600    R.A.S. S.p.A. Di Risp (NCS)                 86
    24,000    Rinascente                                 119
     2,700    Risanamento Di Napoli                       39
     7,000    Saffa                                       21
    19,000    SAI                                        183
    65,000    Saipan                                     120
    15,000    Sasib                                       61
    35,500    Sirti S.p.A.                               229
    59,000    SME Meridonale                             138
    95,000    SNIA BPO S.p.A.                            102
   810,000    Telecom Italia S.p.A.                    1,885
   235,000    Telecom Italia S.p.A. Di Risp
               (NCS)                                     437
                                                   ---------
                                                      12,847
                                                   ---------
  JAPAN (35.1%)
     3,000    Advantest Corp.                             88
<CAPTION>
                                                       VALUE
    SHARES                                             (000)
- ----------                                         ---------
<C>          <S>                                   <C>
    37,000    Ajinomoto Co.                        $     420
    19,000    Aoki Corp.                                  96
     3,000    Aoyama Trading Co.                          44
    74,000    Asahi Bank Ltd.                            869
    19,000    Asahi Breweries Ltd.                       219
    56,000    Asahi Chemical Industry Co., Ltd.          405
    56,000    Asahi Glass Co., Ltd.                      658
    56,000    Bank of Tokyo                              909
    18,000    Bridgestone Co.                            268
    55,000    Canon, Inc.                                906
    31,000    Casio Computer Co.                         325
    37,000    Chiba Bank                                 367
     7,000    Chiyoda Corp.                               82
    19,000    Chugai Pharmaceuticals Co.                 203
    34,000    Citizen Watch Co., Ltd.                    229
    85,000    Dai-Ichi Kangyo Bank                     1,605
    19,000    Daikin Industries Ltd.                     163
    38,000    Dai Nippon Printing Co., Ltd.              575
     8,000    Daishowa Paper Manufacturing Co.,
               Ltd.                                       45
    19,000    Daiwa House Industry                       311
    37,000    Daiwa Securities Co., Ltd.                 423
    13,000    Ebara                                      190
    10,700    Fanuc                                      466
    84,000    Fuji Bank                                1,789
    29,000    Fuji Photo Film Ltd.                       688
   111,000    Fujitso Ltd.                             1,106
    30,000    Furukawa Electric Co.                      171
    37,000    Hankyu Corp.                               222
    19,000    Hazama Corp.                                95
   153,000    Hitachi Ltd.                             1,586
    51,000    Honda Motor Co.                            869
    63,000    Industrial Bank of Japan                 1,632
    14,000    Ito Yokado Ltd.                            693
    74,000    Japan Airlines Co.                         541
    46,000    Japan Energy Corp.                         173
    20,000    Joyo Bank                                  171
    18,000    Jusco Co., Ltd                             344
    37,000    Kajima Corp.                               358
    12,100    Kansai Electric Power Co.                  312
    37,000    Kao Corp.                                  439
    95,000    Kawasaki Steel Corp.                       373
    56,000    Kinki Nippon Railway                       504
    37,000    Kirin Brewery Co., Ltd.                    400
   111,000    Kobe Steel Ltd.                            308
    87,000    Komatsu Ltd.                               626
    56,000    Kubota Corp.                               391
    37,000    Kumagai Gumi Co.                           185
</TABLE>

                                       7
<PAGE>
<TABLE>
<CAPTION>
                                                       VALUE
    SHARES                                             (000)
- ----------                                         ---------
<C>          <S>                                   <C>
  JAPAN (CONTINUED)
     7,000    Kyocera Ltd.                         $     521
    19,000    Kyowa Hakko Kogyo                          188
    12,000    Kyushu Matsushita Electric                 270
    17,000    Makita Corp.                               251
    55,000    Marubeni Corp.                             279
    18,000    Marui Co.                                  284
    80,000    Matsushita Electric Industries
               Ltd.                                    1,290
     7,600    Mitsubishi Chemical Corp.                   42
    51,000    Mitsubishi Corp.                           617
    67,000    Mitsubishi Electric Co.                    492
    40,000    Mitsubishi Estate Co., Ltd.                450
   148,000    Mitsubishi Heavy Industries Ltd.         1,061
    48,400    Mitsubishi Kasei Co.                       267
    37,000    Mitsubishi Materials Corp.                 179
    36,000    Mitsubishi Trust & Banking Co.             526
    56,000    Mitsui & Co.                               439
    37,000    Mitsui Engineering & Shipbuilding          101
    31,000    Mitsui Fudosan Co.                         342
    38,000    Mitsukoshi Ltd.                            320
     4,800    Mochida Pharmaceutical                      93
    13,000    Murata Manufacturing Co., Ltd.             504
    94,000    NEC Corp.                                1,006
    38,000    New Oji Paper Co., Ltd.                    382
    19,000    NGK Insulators                             173
   108,000    NKK Corp.                                  287
    19,000    Nippon Denso Co., Ltd.                     370
    37,000    Nippon Express Co., Ltd.                   366
    19,000    Nippon Fire & Marine Insurance Co.         135
    18,000    Nippon Light Metal                          95
    18,000    Nippon Meat Packers, Inc.                  249
    55,000    Nippon Oil Co.                             347
    37,000    Nippon Paper Industries Co.                248
   139,000    Nippon Steel Co.                           536
    56,000    Nippon Yusen                               343
    70,000    Nissan Motor Co.                           533
    56,000    Nomura Securities Co.                    1,044
    42,000    Obayashi Corp.                             311
    32,000    Odakyu Electric Railway Co.                247
    30,000    Olympus Optical Co., Ltd.                  295
   111,000    Osaka Gas Co.                              438
    19,000    Penta-Ocean Construction                   140
     9,000    Pioneer Electric Corp.                     181
     4,000    Rohm Co.                                   174
    92,000    Sakura Bank                              1,122
    20,900    Sankyo Co., Ltd                            481
<CAPTION>
                                                       VALUE
    SHARES                                             (000)
- ----------                                         ---------
<C>          <S>                                   <C>
    55,000    Sanyo Electric Co., Ltd.             $     317
     4,000    Secom Co., Ltd.                            247
     4,400    Sega Enterprises                           213
    19,000    Sekisui House Co., Ltd.                    245
     9,900    Seven-Eleven Japan                         694
    66,000    Sharp Corp.                              1,071
    19,000    Shin-Etsu Chemical Co.                     356
    26,000    Shinizu Corp.                              250
     8,000    Shiseido Co., Ltd.                         101
    37,000    Shizuoka Bank                              447
    37,000    Showa Denko                                124
    16,000    Sony Corp.                                 801
    93,000    Sumitomo Bank                            1,981
    19,000    Sumitomo Cement                             90
    74,000    Sumitomo Chemical Co.                      392
    39,000    Sumitomo Corp. Ind.                        336
    25,000    Sumitomo Electric Ind.                     323
     8,000    Sumitomo Forestry Co.                      138
   148,000    Sumitomo Metal Ind.                        546
    37,000    Taisei Corp., Ltd.                         241
    37,000    Takeda Chemical                            486
     7,000    TDK Corp.                                  327
    37,000    Teijin Ltd.                                196
    37,000    Tobu Railway Co.                           235
    58,000    Tokai Bank                                 708
    56,000    Tokio Marine & Fire Insurance Co.          635
     9,000    Tokyo Dome Corp.                           145
    40,700    Tokyo Electric Power Co.                 1,275
     6,000    Tokyo Electron Ltd.                        182
   111,000    Tokyo Gas Co.                              484
    37,000    Tokyu Corp.                                239
    26,000    Toppan Printing Co., Ltd.                  356
    55,000    Toray Industries Inc.                      373
    73,000    Toshiba Corp.                              495
    18,000    Toto Ltd.                                  280
    37,000    Toyobo Co.                                 146
    86,000    Toyota Motor Corp.                       1,753
    37,000    Ube Industries Ltd.                        153
    37,000    Yamaichi Securities Co.                    245
    18,000    Yamanouchi Pharmaceutical Co.              394
    37,000    Yasuda Trust & Banking Co.                 273
                                                   ---------
                                                      60,154
                                                   ---------
  MEXICO (1.1%)
     7,800    Aerovias de Mexico S.A. CPO                 --
     8,900    Apasco S.A., Class A                        24
    16,500    Banacci, Class B                            19
    27,400    CEMEX, Series B                             60
</TABLE>

                                       8
<PAGE>
<TABLE>
<CAPTION>
                                                       VALUE
    SHARES                                             (000)
- ----------                                         ---------
<C>          <S>                                   <C>
  MEXICO (CONTINUED)
     7,100    CEMEX S.A. CPO                       $      15
    76,000    Cifra S.A. de C.V., Class B                 95
    50,400    Cifra S.A. de C.V., Class C                 61
    33,040    Comerci                                     18
     6,600    Empresas ICA Sociedad Controladora
               S.A. de C.V.                               39
    29,000    Empresas la Moderna S.A., Class
               ACP                                        71
    35,850    FEMSA, Class B                              59
     5,700    FEMSA, Class L                              11
    57,600    Grupo Carso S.A. Class A1                  248
     2,600    Grupo de Modelo S.A., Class C               31
    29,100    Grupo Financiero Banamex Accival,
               Class C                                    33
    24,400    Grupo Financiero Bancomer, Class B           4
    82,400    Grupo Financiero Bancomer, Class C          15
     4,900    Grupo Financiero Banorte, Class C            4
    12,200    Grupo Financiero Serfin, Class BCP           9
    70,500    Grupo Gigante S.A., Class B                 15
    11,000    Grupo Industrial Alfa S.A., Class
               A                                          79
    26,100    Grupo Industrial Maseca, Class B2           16
    10,800    Grupo Sidek S.A., Class B                    7
    22,082    Grupo Situr S.A., Class BCP                  8
    14,263    Grupo Televisa S.A. CPO                    116
    18,200    Grupo Tribasa S.A. CPO                      51
     7,359    Kimberly Clark de Mexico, Class A           60
   501,400    Telefonos de Mexico S.A., Class L          711
     9,300    Tolmex S.A., Class B2                       21
    18,900    Vitro S.A.                                  54
                                                   ---------
                                                       1,954
                                                   ---------
  NETHERLANDS (7.8%)
    23,100    ABN Amro Holdings N.V.                     846
     5,900    Akzo Nobel N.V.                            644
    49,500    Elsevier N.V.                              519
     3,000    Heineken N.V.                              508
    20,700    Internationale Nederlanden Groep
               N.V.                                    1,019
     6,300    KLM Royal Dutch Airlines N.V.              185
<CAPTION>
                                                       VALUE
    SHARES                                             (000)
- ----------                                         ---------
<C>          <S>                                   <C>
     4,900    Koninklijke Ahold N.V.               $     169
     7,800    Koninklijke KNP BT N.V.                    229
     2,300    Koninklijke Nederlandsche
               Hoogovens N.V.                             91
    41,600    Koninklijke PTT Nederland N.V.           1,470
     1,750    Nedlloyd Groep N.V.                         49
    25,000    Philips Electronics N.V.                   848
    40,100    Royal Dutch Petroleum Co.                4,796
     2,200    Stork N.V.                                  58
    12,000    Unilever N.V.                            1,567
     5,200    Wolters Kluwer N.V.                        400
                                                   ---------
                                                      13,398
                                                   ---------
  PORTUGAL (2.3%)
    45,200    Banco Chemical S.A. (Registered)           475
    75,000    Banco Commercial Portugues
               (Registered)                            1,047
    25,000    Banco Portugues de Investimento
               (New)                                     441
     5,100    Companhia Portuguesa Radio Marconi
               S.A.                                      221
     5,500    Companhia Portuguesa Radio Marconi
               S.A. (Registered)                         238
     4,900    Corticeira Amorim S.A.                      77
     9,000    Jeronimo Martins                           408
    18,300    Lisnave-Estaleiros Navais de
               Lisboa S.A.                                89
     6,200    Mota e Companhia S.A.                      138
    27,000    Sonae Investmentos                         648
     6,600    UNICER-Uniao Cervejeira S.A.               101
                                                   ---------
                                                       3,883
                                                   ---------
  SPAIN (4.2%)
    12,000    Argentaria S.A.                            349
    19,700    Autopistas Concesionaria                   158
     1,100    Averinox S.A.                              106
    23,500    Banco Bilbao Vizcaya S.A.                  596
    15,300    Banco Central Hispano Americano
               S.A.                                      334
    15,100    Banco de Santander S.A.                    529
    10,033    Banco Espanol de Credito, S.A.              68
     2,000    Corporacion Financiera Alba                 91
       272    Corporacion Mapfre                          10
     7,500    Dragados y Construccion S.A.                87
     5,600    Ebro Agricolas S.A.                         55
    25,700    Empresa Nacional de Electricdad
               S.A.                                    1,094
       317    Energia E Industrias Aragonesas              1
    10,200    Ercros S.A.                                 10
</TABLE>

                                       9
<PAGE>
<TABLE>
<CAPTION>
                                                       VALUE
    SHARES                                             (000)
- ----------                                         ---------
<C>          <S>                                   <C>
  SPAIN (CONTINUED)
     3,100    FASA Renault S.A.                    $      95
     1,500    Fomento Construction Contractas
               S.A.                                      115
     3,700    Gas Natural SDG S.A.                       304
       585    Gines Navarro Construction                   8
    87,700    Iberdrola S.A.                             518
       350    Inmobilaria Metro Vasco Central
               S.A.                                        9
     2,430    Mapfre S.A.                                 98
     1,100    Portland Valderrivas S.A.                   69
    31,200    Repsol S.A.                                883
     3,700    Tabacalera S.A., Class A                   111
    92,200    Telefonica Nacional de Espana S.A.       1,166
    30,600    Union Electrica Fenosa S.A.                116
     4,100    Uralita S.A.                                39
     4,500    Vallehermoso S.A.                           62
     2,900    Viscofan Envolturas Celulosicas
               S.A.                                       35
       900    Zardoya Otis S.A.                           82
                                                   ---------
                                                       7,198
                                                   ---------
  THAILAND (0.1%)
    12,200    CMIC Finance & Securities Co.,
               Ltd. (Foreign)                             45
    18,300    Dhana Siam Finance & Securities
               Co., Ltd. (Foreign)                        89
                                                   ---------
                                                         134
                                                   ---------
  UNITED KINGDOM (11.0%)
    48,300    Abbey National plc                         368
    35,559    Argyll Group plc                           165
    33,900    Arjo Wiggins Appleton plc                  140
    13,700    Associated British Foods plc               135
    51,981    Barclays plc                               524
    25,300    Bass plc                                   225
    83,916    BAT Industries plc                         596
    16,100    BICC plc                                    87
    30,232    Blue Circle Industries plc                 145
    15,300    BOC Group plc                              173
    29,700    Boots Co. plc                              245
    13,600    Bowater plc                                 99
    20,400    BPB Industries plc                          92
    13,362    British Aerospace plc                      103
    27,700    British Airways plc                        183
   135,500    British Gas plc                            628
   162,586    British Petroleum Co. plc                1,129
    82,200    British Steel plc                          214
   163,400    British Telecommunications plc           1,034
<CAPTION>
                                                       VALUE
    SHARES                                             (000)
- ----------                                         ---------
<C>          <S>                                   <C>
   100,400    BTR plc                              $     533
     6,881    Burmah Castrol plc                          97
    60,662    Cable & Wireless plc                       381
    30,243    Cadbury Schweppes plc                      217
    18,600    Caradon plc                                 79
    20,400    Coats Viyella plc                           65
    12,518    Commercial Union plc                       110
    11,900    Courtaulds plc                              84
     8,559    De La Rue Co. plc                          120
    14,400    Eastern Electricity plc                    133
    29,900    Forte plc                                  110
    16,600    General Accident plc                       152
    90,700    General Electric plc                       435
    12,700    GKN plc                                    127
    66,700    Glaxo Holdings plc                         762
    66,755    Grand Metropolitan plc                     432
    28,900    Great Universal Stores plc                 262
    39,184    Guardian Royal Exchange plc                115
    49,200    Guinness plc                               371
   145,125    Hanson plc                                 545
    29,634    Harrisons & Crossfields plc                 76
    56,666    HSBC Holdings plc                          631
    20,400    Imperial Chemical Industries plc           240
    40,616    Ladbroke Group plc                         111
    17,800    Land Securities plc                        171
    25,358    Lasmo plc                                   66
    33,280    Lloyds Bank plc                            332
    21,093    Lonrho plc                                  52
    82,200    Marks and Spencer plc                      555
    13,600    MEPC plc                                    87
    36,400    National Power plc                         252
    15,300    North West Water Group plc                 136
    24,600    Peninsular & Oriental Steam
               Navigation Co.                            236
    34,215    Pilkington plc                              91
    61,089    Prudential Corp. plc                       307
    12,700    Rank Organization plc                       83
    19,025    Redland plc                                134
    22,400    Reed International plc                     281
    44,600    Reuters Holdings plc                       344
     7,600    RMC Group plc                              124
    26,017    Royal Bank of Scotland Group plc           171
    21,400    Royal Insurance Holdings plc                99
    34,700    RTZ Corp. plc                              450
    47,762    Sainsbury (J) plc                          330
    21,300    Scottish Power plc                         111
    44,100    Sears plc                                   75
    19,700    Sedgwick Group plc                          48
</TABLE>

                                       10
<PAGE>
<TABLE>
<CAPTION>
                                                       VALUE
    SHARES                                             (000)
- ----------                                         ---------
<C>          <S>                                   <C>
  UNITED KINGDOM (CONTINUED)
    10,200    Slough Estates plc                   $      36
    36,900    SmithKline Beecham plc, Class A            286
     9,100    Southern Electricity plc                    86
    32,504    Tarmac plc                                  61
    17,134    Taylor Woodrow plc                          32
    45,483    Tesco plc                                  197
    16,362    Thames Water plc                           127
    14,579    THORN EMI plc                              259
    11,918    TI Group plc                                73
    30,500    Trafalgar House plc                         27
    18,200    Unilever plc                               360
    29,943    Vodafone Group plc                          96
    17,400    Zeneca Group plc                           245
                                                   ---------
                                                      18,893
                                                   ---------
TOTAL COMMON STOCKS (Cost $164,491)                  169,265
                                                   ---------
PREFERRED STOCKS (1.1%)
  AUSTRALIA (0.2%)
    84,100    News Corp., Ltd.                           365
                                                   ---------
  BRAZIL ( 0.7%)
18,666,000    Aracruz Celelose S.A., Class B              34
11,100,000    Banco Bradesco                              75
 1,100,000    Banco do Estado Sao Paulo                    6
   145,000    Brahma                                      35
   700,000    Ceval Alimentos S.A.                         9
 1,050,000    Cia Brasileira de Petroleo
               Ipiranga                                   14
 2,372,500    Cia Energetica de Minas Gerais              48
    60,000    Cia Energetica de Sao Paulo                  2
 1,550,000    Eletrobras                                 297
    15,000    Industrias Klabin de Papel e
               Celulose S.A.                              17
    65,000    Itausa Investimentos Itau S.A.              31
 2,200,000    Petrobras                                  153
   250,000    Servicos de Eletricdade                     74
 7,300,000    Telecomunicacoes Brasileiras               197
   375,000    Telecomunicacoes de Sao Paulo               39
33,500,000    Usinas Siderurgicas de Minas
               Gerias                                     38
 1,150,000    Vale Do Rio Doce                           155
                                                   ---------
                                                       1,224
                                                   ---------
  ITALY (0.2%)
   140,000    Fiat S.p.A.                                339
                                                   ---------
<CAPTION>
                                                       VALUE
    SHARES                                             (000)
- ----------                                         ---------
<C>          <S>                                   <C>

  NETHERLANDS (0.0%)
       453    Koninklijke KNP BT N.V.              $       2
                                                   ---------
  THAILAND (0.0%)
     3,050    CMIC Finance & Securities Co.,
               Ltd. (Foreign)                              1
                                                   ---------
TOTAL PREFERRED STOCKS (Cost $2,005)                   1,931
                                                   ---------
<CAPTION>

  NO. OF
  RIGHTS
- ----------
<C>          <S>                                   <C>
RIGHTS (0.1%)
  PORTUGAL (0.1%)
     6,600    UNICER-Uniao Cervejeira S.A.               101
                                                   ---------
  UNITED KINGDOM (0.0%)
     4,141    Cadbury Schweppes plc                        7
                                                   ---------
TOTAL RIGHTS (Cost $7)                                   108
                                                   ---------
<CAPTION>

  NO. OF
 WARRANTS
- ----------
<C>          <S>                                   <C>
WARRANTS (0.0%)
  BELGIUM (0.0%)
       347    Petrofina S.A., expiring 6/03/97             6
                                                   ---------
  HONG KONG (0.0%)
     4,400    Applied International Holdings,
               expiring 12/30/99                          --
                                                   ---------
  ITALY (0.0%)
    24,000    Credito Italiano, expiring
               12/31/97                                   --
     2,950    R.A.S. S.p.A., expiring 11/30/97            10
     1,550    R.A.S. S.p.A., expiring 12/31/97             3
                                                   ---------
                                                          13
                                                   ---------
  THAILAND (0.0%)
     6,400    National Finance & Securities Co.
               Ltd.                                       --
                                                   ---------
TOTAL WARRANTS (Cost $0)                                  19
                                                   ---------
<CAPTION>

  NO. OF
  UNITS
- ----------
<C>          <S>                                   <C>
UNITS (0.2%)
  AUSTRALIA (0.1%)
    85,631    Westfield Trust                            149
                                                   ---------
  UNITED KINGDOM (0.1%)
    35,700    SmithKline Beecham plc                     263
                                                   ---------
TOTAL UNITS (Cost $373)                                  412
                                                   ---------
</TABLE>

                                       11
<PAGE>

<TABLE>
<CAPTION>
   FACE
  AMOUNT                                               VALUE
  (000)                                                (000)
- ----------                                         ---------
<C>          <S>                                   <C>
FOREIGN CURRENCY (0.0%)
A$       7    Australian Dollar                    $       5
L        12   British Pound                               19
DM       1    Deutsche Mark                                1
Y       356   Japanese Yen                                 4
SP     134    Spanish Peseta                               1
                                                   ---------
TOTAL FOREIGN CURRENCY (Cost $30)                         30
                                                   ---------
TOTAL INVESTMENTS (100.1%) (Cost $166,906)           171,765
                                                   ---------
OTHER ASSETS AND LIABILITIES (-0.1%)
   Other Assets                                        8,399
   Liabilities                                        (8,629)
                                                   ---------
                                                        (230)
                                                   ---------
NET ASSETS (100%)                                  $ 171,535
                                                   ---------
                                                   ---------
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE
   Applicable to 15,960,317 outstanding $.001
   par value shares (authorized 500,000,000
   shares)                                         $   10.75
                                                   ---------
                                                   ---------
- ----------------
ADR -- American Depositary Receipt
NCS -- Non Convertible Shares
</TABLE>

                                       12
<PAGE>
- --------------------------------------------------
OFFICERS AND DIRECTORS

Frederick B. Whittemore     James W. Grisham
  CHAIRMAN OF THE           VICE PRESIDENT
  BOARD                     Harold J. Schaaff, Jr.
Warren J. Olsen             VICE PRESIDENT
  PRESIDENT AND             Joseph P. Stadler
  DIRECTOR                  VICE PRESIDENT
John P. Britton             Valerie Y. Lewis
  DIRECTOR                  SECRETARY
George R. Bunn, Jr.         Karl Hartmann
  DIRECTOR                  ASSISTANT SECRETARY
A. MacDonald Caputo         Hilary D. Toole
  DIRECTOR                  ASSISTANT SECRETARY
Peter E. de Svastich        James R. Rooney
  DIRECTOR                  TREASURER
Gerard E. Jones             Timothy F. Osborne
  DIRECTOR                  ASSISTANT TREASURER

- ---------------------------------------------
INVESTMENT ADVISER AND ADMINISTRATOR
Morgan Stanley Asset Management Inc.
1221 Avenue of the Americas
New York, New York 10020
- ---------------------------------------------
CUSTODIANS
The United States Trust Company of New York
770 Broadway
New York, New York 10003

Morgan Stanley Trust Company
One Pierrepont Plaza
Brooklyn, New York 11210
- ---------------------------------------------
LEGAL COUNSEL
Morgan, Lewis & Bockius
2000 One Logan Square
Philadelphia, Pennsylvania 19103
- ---------------------------------------------
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP
1177 Avenue of the Americas
New York, New York 10036

- ---------------------------------------------
For current performance, current net asset value, or for assistance with your
account, please contact the Fund at (800) 548-7786. This report is authorized
for distribution only to shareholders and others who have received a copy of the
prospectus of Morgan Stanley Institutional Fund, Inc.

[LOGO] MORGAN STANLEY
       INSTITUTIONAL FUND, INC.
       P.O. Box 2798
       Boston, MA 02208-2798

[LOGO] MORGAN STANLEY
       INSTITUTIONAL FUND, INC.

                       INTERNATIONAL SMALL CAP PORTFOLIO
                              FIRST QUARTER REPORT
                                 MARCH 31, 1995
<PAGE>
LETTER TO SHAREHOLDERS
- -------

The  International Small Cap  Portfolio seeks capital  appreciation by investing
primarily in the  common stocks  of non-U.S.  issuers. The  Portfolio applies  a
disciplined   bottom-up  value  approach   to  identify  and   invest  in  small
capitalization companies which are both  attractive businesses and available  at
cheap  prices.  A  market  capitalization  cut-off of  US$500m  is  used  as our
definition of "small".

The total return of  the Portfolio for  the three month  period ended March  31,
1995   was  -2.54%  as  compared  to   1.86%  for  the  Morgan  Stanley  Capital
International (MSCI) EAFE Index for the  same period. Total return for the  past
twelve  months and the average annual total return for the period from inception
in December 1992 through  March 31, 1995 were  -8.57% and 19.52%,  respectively,
compared to 6.08% and 17.70% for MSCI EAFE Index during the same periods.

PERFORMANCE COMPARED TO THE MORGAN STANLEY CAPITAL INTERNATIONAL (MSCI) EAFE
INDEX(1)

<TABLE>
<CAPTION>
                                 TOTAL RETURNS(2)
                    ------------------------------------------
                                               AVERAGE ANNUAL
                       YTD        ONE YEAR    SINCE INCEPTION
                    ----------  ------------  ----------------
<S>                 <C>         <C>           <C>
PORTFOLIO.........      -2.54%        -8.57%         19.52%
INDEX.............       1.86          6.08          17.70
<FN>
- -------------
1.  The  MSCI EAFE Index  is an unmanaged  index of common  stocks, and includes
    Europe, Australia and the Far  East Index (assumes dividends reinvested  net
    of withholding taxes).
2.  Total  returns for the Portfolio reflect  expenses waived and reimbursed, if
    applicable, by the  Adviser. Without  such waiver  and reimbursement,  total
    returns would be lower.
</TABLE>

PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE.

The  outstanding feature  of the  first quarter  has clearly  been the turbulent
impact of  currencies most  notably the  weakness  of the  U.S. dollar  and  the
strength  of the deutsche mark and Japanese yen. Returns to date for the world's
stock markets reflect this with the MSCI EAFE Index down 1.27% in local currency
terms but  up  6.2%  when  translated into  the  U.S.  dollar.  The  significant
underperformance of the International Small Cap Portfolio in March was largely a
result  of  the  impact of  these  extreme  currency movements,  resulting  in a
reversal of the sizeable outperformance of the Index for the first two months of
the year. The  benefits of  being underweight in  the weak  Japanese market  and
overweight in the strong Australian market were more than offset by the strength
of  the yen and weakness of the Australian dollar. The Portfolio's overweighting
in the very weak German market also penalized performance and was not offset  by
the  strength of the deutsche mark.  The Portfolio's Japanese yen, deutsche mark
and Swiss franc hedges all negatively impacted the quarter's return although the
Spanish peseta hedge served to protect the Portfolio's Spanish weighting  during
the recent devaluation. Given the general weakness of the international markets,
we  saw further  evidence of safe  haven investing with  investors favoring more
liquid issues/blue chips rather  than small caps. The  rally in the U.K.  equity
market  in recent weeks, driven by weakness in sterling, did not feed through to
small caps. Similarly in Japan, small caps have fallen further over the  quarter
than larger companies.

The  Portfolio's small cap investments have continued to report a string of good
results for the 1994 financial year end and valuation levels look compelling. We
are continuing  to find  a surplus  of strong,  well managed  smaller  companies
selling at very depressed levels and have taken advantage of cash inflows to the
Portfolio  to build a number of new positions as well as to average down on many
of the existing holdings.

Looking forward,  we  do not  anticipate  any  major shift  in  the  Portfolio's
geographic  mix,  which  results  purely  from  bottom-up  stock  selection. The
majority of new research ideas coming through in our value screens are still  in
Continental   Europe  although   following  further   weakness  in   U.K.  small

                                       1
<PAGE>
caps  more  value  is  emerging  there.  Given  our  concerns  over  the  likely
deleterious  effect of the yen/ dollar exchange  rate at these levels, we do not
anticipate any change  to the Portfolio's  significant underweighting in  Japan.
Too  many of the  smaller companies that  appear in our  screens of the Japanese
market are the very  manufacturing companies way back  in the supply chain  that
simply  cannot survive with the  yen at its current  level. Also, we believe the
risk of a banking crisis based on a spate of fresh bankruptcies is high.

As we  have discussed  in the  past, as  the non-tariff  barriers in  Japan  are
steadily  dismantled too few  of Japan's smaller  companies will find themselves
able to compete  against a more  international field of  competitors. Given  the
sizeable  decline in  the Japanese market,  there are many  new companies coming
through in our value screens  but we will continue  to only invest in  companies
that  are not only cheaply valued but  also have a strong business franchise and
management and good prospects.

- ----------
THE COUNTRY SPECIFIC PERFORMANCE  RESULTS PROVIDED ARE AS  MEASURED BY THE  MSCI
EAFE  INDEX AND ARE FOR INFORMATIONAL PURPOSES  ONLY AND SHOULD NOT BE CONSTRUED
AS A GUARANTEE OF THE PORTFOLIO'S FUTURE PERFORMANCE. PAST PERFORMANCE SHOWN  IS
NOT PREDICTIVE OF FUTURE PERFORMANCE. INVESTMENT RETURN AND PRINCIPAL VALUE WILL
FLUCTUATE SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS
THAN THEIR ORIGINAL COST. PLEASE SEE THE PROSPECTUS FOR A DESCRIPTION OF CERTAIN
RISK CONSIDERATIONS ASSOCIATED WITH INTERNATIONAL INVESTING.

                                       2
<PAGE>
INVESTMENTS (UNAUDITED)
- ----------
MARCH 31, 1995
<TABLE>
<CAPTION>
                                                    VALUE
 SHARES                                             (000)
- ---------                                         ---------
<C>         <S>                                   <C>
COMMON STOCKS (94.1%)
 AUSTRALIA (8.7%)
  701,440    Australian National Industries
              Ltd.                                $     643
  990,079    Bains Harding Ltd.                         348
2,655,700    BRL Hardy Ltd.                           2,784
  140,833    BRL Hardy Ltd. (New)                        26
2,230,000    Burswood Property Trust                  2,288
2,351,732    Country Road Ltd.                        1,982
3,099,000    McPhersons Ltd.                            364
5,138,265    Parbury Ltd.                             2,034
1,249,957    S.E.A.S. Sapfor Ltd.                     4,169
1,721,500    Solution 6 Holdings Ltd.                 1,249
                                                  ---------
                                                     15,887
                                                  ---------
 DENMARK (1.6%)
   87,200    SYD-Sonderjylland Holdings               2,890
                                                  ---------
 FINLAND (2.7%)
  115,000    Amer-Yhtymae Oy, Class A                 1,950
  180,000    Hartwall Oy, Class A                     2,906
                                                  ---------
                                                      4,856
                                                  ---------
 FRANCE (11.2%)
   53,500    Dauphin O.T.A.                           2,658
    5,400    De Dietrich et Compagnie                 3,040
   10,870    Europeene de Propulsion S.A.               731
    5,515    Galeries Layfayette                      2,617
   39,000    Legris Industries S.A.                   2,930
   24,500    Precision Mecaniques Labinal S.A.        3,854
   14,000    Omnium de Gestion & Finance              1,884
   61,700    Sediver S.A.                             2,682
                                                  ---------
                                                     20,396
                                                  ---------
 GERMANY (6.2%)
   12,500    Duerr Beteiligungs AG                    3,930
   10,688    Sinn AG                                  2,593
   20,000    Varta AG                                 4,013
    2,210    Vossloh AG                                 789
                                                  ---------
                                                     11,325
                                                  ---------
 HONG KONG (1.8%)
5,200,000    Pico Far East Holdings Ltd.                558
7,093,000    Tungtex Holdings Co., Ltd.                 917
5,130,000    Vitasoy International Holdings
              Ltd.                                    1,875
                                                  ---------
                                                      3,350
                                                  ---------
 IRELAND (3.0%)
1,081,176    Anglo Irish Bank Corp. plc (Irish
              Pound Shares)                             851
  275,110    Arnotts plc                              1,071
1,070,000    Avonmore Foods plc, Class A              2,031
  687,000    Green Property plc                       1,505
                                                  ---------
                                                      5,458
                                                  ---------

<CAPTION>
                                                    VALUE
 SHARES                                             (000)
- ---------                                         ---------
<C>         <S>                                   <C>
 ITALY (1.4%)
  184,000    Editoriale L'Expresso S.p.A.         $     302
   30,000    Safilo S.p.A.                              193
  444,000    Unicem Di Risp (NCS)                     1,294
   44,000    Vincenzo Zucchi S.p.A.                     189
  212,500    Vincenzo Zucchi S.p.A. (NCS)               523
                                                  ---------
                                                      2,501
                                                  ---------
 JAPAN (9.3%)
   15,000    Daikin Manufacturing Ltd.                  268
  231,000    Foster Electric Co., Ltd.                1,388
  707,000    Japan Oil Transportation                 4,086
  213,000    Japan Vilene Co., Ltd.                   1,472
   99,000    Kansei Corp.                               800
  124,000    Nifco, Inc.                              1,828
  358,000    Toc Co.                                  3,772
  442,000    Tokai Senko K.K.                         2,112
  170,000    Toyoda Gosei Co.                         1,333
                                                  ---------
                                                     17,059
                                                  ---------
 NETHERLANDS (9.5%)
   20,900    Ahrend Groep N.V.                        2,670
   10,790    Holdingsmij de Telegraaf N.V.            1,236
   23,000    Hollandsche Beton Groep N.V.             3,661
   28,885    Industriemij Welna N.V.                    918
  134,000    Koninklijke Van Ommeren N.V.             3,520
   41,000    Konin Nijverdal Ten Carte N.V.           2,030
    8,450    Polynorm N.V.                              875
   44,400    Randstad Holdings N.V.                   2,554
                                                  ---------
                                                     17,464
                                                  ---------
 NEW ZEALAND (2.1%)
  645,592    Fisher & Paykel Industries Ltd.          1,683
  359,600    Wilson & Horton Ltd.                     2,130
                                                  ---------
                                                      3,813
                                                  ---------
 NORWAY (1.7%)
   11,500    Adelsten, Class B                        1,655
  228,020    Oceanor                                    498
    8,450    Simrad A/S Nokio, Class A                   89
   90,000    Simrad A/S Nokio, Class B                  946
                                                  ---------
                                                      3,188
                                                  ---------
 SPAIN (4.8%)
  285,000    Asturiana del Zinc S.A.                  2,426
   80,816    Bodegas Y Bebidas S.A.                   2,197
   90,000    Gas y Electricidad S.A.                  3,730
   40,285    Viscofan Envolturas Celulosicas
              S.A.                                      484
                                                  ---------
                                                      8,837
                                                  ---------
 SWITZERLAND (15.3%)
    4,000    Bobst AG (Bearer)                        5,495
</TABLE>

                                       3
<PAGE>
<TABLE>
<CAPTION>
                                                    VALUE
 SHARES                                             (000)
- ---------                                         ---------
<C>         <S>                                   <C>
 SWITZERLAND -- (CONTINUED)
    8,400    Elco Looser Holding AG
              (Registered)                        $   3,625
      885    Grands Magasins Jelmoli (Bearer)           487
    4,185    Hero AG (Bearer)                         2,285
      995    Kuoni Riesebuero AG (Participating
              Certificates)                           1,490
    1,650    LEM Holdings AG                            468
    5,424    Magazine Globus (Participating
              Certificates)                           3,511
      375    Magazine Globus (Registered)               239
    5,850    Porst Holding AG (Bearer)                1,185
      590    Schweizerische Industrie-
              Gesellschaft Holdings (Bearer)          1,143
    4,400    Schweizerische Industrie-
              Gesellschaft Holdings
              (Registered)                            4,069
    5,800    Zellweger Uster AG (Bearer)              3,882
                                                  ---------
                                                     27,879
                                                  ---------
 UNITED KINGDOM (14.8%)
3,631,578    Anglo Irish Bank Corp. plc
              (British Pound Shares)                  2,822
  525,000    Asprey plc                                 646
   31,700    Bespak plc                                 159
1,449,216    Blagden Industries plc                   2,557
  212,000    Bluebird Toys plc                          772
  920,000    BSM Group plc                            2,279
  447,000    Burtonwood Brewery plc                   1,165
3,790,000    Casket plc                                 890
  214,300    Church & Co. plc                         1,578
  162,120    Davis Service Group plc                    556
3,045,850    Donelon Tyson plc                          493
  952,000    GEI International plc                    1,341
  212,000    Hadleigh Industries Group plc              518
  390,000    Hornby Group plc                           713
  877,294    John Mowlem & Co. plc                    1,157
  206,335    Mallett plc                                281
1,637,405    Matthews (Bernard) plc                   2,942
   22,000    Moss Bros. Group plc                       124
  117,905    Partridge Fine Arts plc                    160
2,659,393    Pentos plc                                  --
  345,526    Perry Group plc                            777
3,093,500    Shandwick plc                            1,753
  691,000    Sketchley plc                              940
1,500,000    The 600 Group plc                        1,943
  418,735    Waterman Partnership Holdings plc          352
  620,000    Wembley plc                                 60
  804,695    YRM plc                                     85
                                                  ---------
                                                     27,063
                                                  ---------
TOTAL COMMON STOCKS (Cost $176,375)                 171,966
                                                  ---------
<CAPTION>
                                                    VALUE
 SHARES                                             (000)
- ---------                                         ---------
<C>         <S>                                   <C>

PREFERRED STOCKS (1.9%)
 GERMANY (1.9%)
    2,400    Jil Sander AG                        $   1,521
    7,745    Shaerf AG                                1,908
                                                  ---------
TOTAL PREFERRED STOCKS (Cost $3,316)                  3,429
                                                  ---------
</TABLE>
<TABLE>
<CAPTION>
   NO. OF
  WARRANTS
- -------------
<C>             <S>                               <C>
WARRANTS (0.0%)
 HONG KONG (0.0%)
      452,000    Pico Far East Holdings Ltd,
                  expiring 4/30/96 (Cost $0)             5
                                                  ---------

<CAPTION>
    FACE
   AMOUNT
    (000)
- -------------
<C>             <S>                               <C>
CONVERTIBLE DEBENTURES (0.1%)
 ITALY (0.1%)
IL    518,000    Mediobanca S.p.A. 5.50%,
                  1/01/00 (Cost $328)                  264
                                                  ---------
TOTAL FOREIGN SECURITIES (96.1%) (Cost             175,664
$180,019)
                                                  ---------
SHORT-TERM INVESTMENT (5.5%)
  REPURCHASE AGREEMENT (5.5%)
$      10,114    Goldman Sachs, 6.05%, dated
                  3/31/95, due 4/03/95, to be
                  repurchased at $10,119,
                  collateralized by $7,770
                  United States Treasury Bonds
                  13.375% due 8/15/01, valued
                  at $10,348 (Cost $10,114)         10,114
                                                  ---------
FOREIGN CURRENCY (0.6%)
A$          6    Australian Dollar                       4
 L          2    British Pound                           3
  FM      218    Finnish Markka                         50
 FF       477    French Franc                           99
SP    105,750    Spanish Peseta                        833
                                                  ---------
TOTAL FOREIGN CURRENCY (Cost $978)                     989
                                                  ---------
TOTAL INVESTMENTS (102.2%) (Cost $191,111)         186,767
                                                  ---------
OTHER ASSETS AND LIABILITIES (-2.2%)
 Other Assets                                          847
 Liabilities                                        (4,823)
                                                  ---------
                                                    (3,976)
                                                  ---------
NET ASSETS (100%)                                 $182,791
                                                  ---------
                                                  ---------
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE
PER SHARE
  Applicable to 12,396,928 outstanding $.001
  par value shares (authorized 500,000,000
  shares)                                         $  14.74
                                                  ---------
                                                  ---------
<FN>
- -------------
NCS -- Non Convertible Shares
</TABLE>

                                       4
<PAGE>
- --------------------------------------------------
OFFICERS AND DIRECTORS

Frederick B. Whittemore     James W. Grisham
  CHAIRMAN OF THE           VICE PRESIDENT
  BOARD                     Harold J. Schaaff, Jr.
Warren J. Olsen             VICE PRESIDENT
  PRESIDENT AND             Joseph P. Stadler
  DIRECTOR                  VICE PRESIDENT
John P. Britton             Valerie Y. Lewis
  DIRECTOR                  SECRETARY
George R. Bunn, Jr.         Karl Hartmann
  DIRECTOR                  ASSISTANT SECRETARY
A. MacDonald Caputo         Hilary D. Toole
  DIRECTOR                  ASSISTANT SECRETARY
Peter E. de Svastich        James R. Rooney
  DIRECTOR                  TREASURER
Gerard E. Jones             Timothy F. Osborne
  DIRECTOR                  ASSISTANT TREASURER

- ---------------------------------------------
INVESTMENT ADVISER AND ADMINISTRATOR
Morgan Stanley Asset Management Inc.
1221 Avenue of the Americas
New York, New York 10020
- ---------------------------------------------
CUSTODIANS
The United States Trust Company of New York
770 Broadway
New York, New York 10003

Morgan Stanley Trust Company
One Pierrepont Plaza
Brooklyn, New York 11210
- ---------------------------------------------
LEGAL COUNSEL
Morgan, Lewis & Bockius
2000 One Logan Square
Philadelphia, Pennsylvania 19103
- ---------------------------------------------
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP
1177 Avenue of the Americas
New York, New York 10036

- ---------------------------------------------
For current performance, current net asset value, or for assistance with your
account, please contact the Fund at (800) 548-7786. This report is authorized
for distribution only to shareholders and others who have received a copy of the
prospectus of Morgan Stanley Institutional Fund, Inc.

[LOGO] MORGAN STANLEY
       INSTITUTIONAL FUND, INC.
       P.O. Box 2798
       Boston, MA 02208-2798

[LOGO] MORGAN STANLEY
       INSTITUTIONAL FUND, INC.

                              HIGH YIELD PORTFOLIO
                              FIRST QUARTER REPORT
                                 MARCH 31, 1995
<PAGE>
LETTER TO SHAREHOLDERS
- -------

The  High  Yield Portfolio  seeks to  maximize  total return  by investing  in a
diversified portfolio of fixed income securities that offer a higher yield  than
that offered by debt securities in the three highest rating categories.

The  total return of  the Portfolio for  the three month  period ended March 31,
1995, was 6.11% as compared  to 4.71% for the CS  First Boston High Yield  Index
for  the same period. Total  returns for the past  twelve months and the average
annual return for the period from inception in September 1992 through March  31,
1995,  were 2.37% and 9.48%,  respectively, compared to 4.80%  and 9.40% for the
Index during the same periods.

PERFORMANCE COMPARED TO THE CS FIRST BOSTON HIGH YIELD INDEX(1)

<TABLE>
<CAPTION>
                                  TOTAL RETURNS(2)
                    --------------------------------------------
                                                AVERAGE ANNUAL
                       YTD        ONE YEAR      SINCE INCEPTION
                    ----------  -------------  -----------------
<S>                 <C>         <C>            <C>
PORTFOLIO.........       6.11%         2.37%            9.48%
INDEX.............       4.71          4.80             9.40
<FN>
- -------------
1.  The CS First Boston  High Yield Index  is an unmanaged  index of high  yield
    corporate bonds.
2.  Total  returns for the  Portfolio reflect expenses  waived or reimbursed, if
    applicable, by the  Adviser. Without  such waiver  and reimbursement,  total
    returns would be lower.
</TABLE>

PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE.

The high yield market was strong in the first quarter of 1995. A strong Treasury
market  and a firm equity market underpinned the good results in high yield. Ten
year Treasury bond yields declined over sixty  basis points to 7.2% and the  S&P
500  returned  9.7%.  Technical  factors  in the  high  yield  market  were also
favorable. New  issuance  was light  and  mutual  fund cash  flows  returned  to
positive  territory  after experiencing  outflows  in 1994.  By  the end  of the
quarter the CS First Boston High Yield  Index spread to Treasuries stood at  429
basis  points, nearly  fifty basis  points higher than  at the  beginning of the
year. If Treasuries stabilize, spreads could tighten.

At the end  of the  year, we  stated that  we felt  the casino  sector had  been
oversold  and that we would add to our  exposure. This turned out to be the case
as it was the  best performing sector  in the market for  the first quarter.  As
casinos  are  our second  largest industry  holding  with approximately  an 8.9%
weighting, it contributed  to our  outperformance. We  also continue  to have  a
meaningful  position in  the cable  television and  broadcasting sector. Pricing
re-regulation is behind the  cable industry and we  like the powerful cash  flow
these  companies generate. Furthermore  we believe the  cable companies are well
positioned in the emerging marketplace for video and telephone services.

Several IPOs also buoyed the market in  the quarter. Two of the large  leveraged
buyouts of the 1980s, Fort Howard and American Standard, finally returned to the
public  markets. In  addition, Bell and  Howell announced its  intention to sell
equity to the public.

Investors began to differentiate sector bets within the cyclicals. For  example,
while  paper companies  performed well  in the  marketplace, steel  credits have
weakened. Investors  grew concerned  when Nucor  announced price  reductions  on
certain  product lines that the steel  industry had peaked. Finally, the biggest
news in the market occurred after the  end of the quarter when the McCaw  family
announced  its intention to  invest $1 billion  in Nextel, a  high yield credit.
Nextel and  other technology  bonds  rallied sharply  on  this news  and  helped
highlight some of the asset values that exist in the high yield market.

The  conflicting earnings  outlook makes  us somewhat  cautious looking forward.
Also the  calendar for  new  issues seems  to be  building  rapidly. More  of  a
barbelled  strategy may be appropriate at this time. That is to say, underweight
the   medium    quality   sector    that   may    feel   pressure    from    new

                                       1
<PAGE>
issue  pricing and a softer economy, and overweight higher quality and selective
lower quality credits. We believe  this will give us  a good blend of  portfolio
stability with the potential of some upside kicker.

- ----------
THE  PERFORMANCE RESULTS PROVIDED ARE FOR INFORMATIONAL PURPOSES ONLY AND SHOULD
NOT BE CONSTRUED  AS A  GUARANTEE OF  THE PORTFOLIO'S  FUTURE PERFORMANCE.  PAST
PERFORMANCE SHOWN IS NOT PREDICTIVE OF FUTURE PERFORMANCE. INVESTMENT RETURN AND
PRINCIPAL  VALUE WILL FLUCTUATE SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED, MAY
BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST.

                                       2
<PAGE>
INVESTMENTS (UNAUDITED)
- ----------
MARCH 31, 1995
<TABLE>
<CAPTION>
 FACE
AMOUNT                                          VALUE
 (000)                                          (000)
- -------                                        --------
<C>    <S>                                     <C>
CORPORATE BONDS AND NOTES (83.2%)
AEROSPACE & DEFENSE (3.0%)
$  500  Sabreliner Corp., Series A, 12.50%,
         4/15/03                               $    435
 1,500  Tracor, Inc., 10.875%, 8/15/01            1,504
                                               --------
                                                  1,939
                                               --------
BROADCAST-RADIO & TELEVISION (12.0%)
 2,250  Ackerley Communications, Inc., Series
         B, 10.75%, 10/01/03                      2,256
 1,000  Cablevision Systems Corp., 9.875%,
         2/15/13                                    961
 2,250  Continental Cablevision, Inc., 9.50%,
         8/01/13                                  2,143
   600  Helicon Group, Series B, 9.00% to
         11/01/96, 11.00% to 11/01/03               521
   400  Heritage Media, 11.00%, 10/01/02            418
   500  Katz Corp., 12.75%, 11/15/02                518
   850  Rogers Cablesystems, Inc., (Yankee
         Bond), 10.00%, 3/15/05                     846
   225  SpectraVision, Inc., (Floating Rate),
         11.65%, 12/01/02                            27
                                               --------
                                                  7,690
                                               --------
BUILDING MATERIALS & COMPONENTS (4.9%)
 2,000  Tarkett International, 9.00%, 3/01/02     1,882
   850  USG Corp., 8.75%, 3/01/17                   765
   750  Walter Industries Corp., 17.00%,
         1/01/96                                    486
                                               --------
                                                  3,133
                                               --------
CHEMICALS (3.7%)
 1,000  General Chemical, 9.25%, 8/15/03            958
 1,000  Plastic Specialties & Technologies,
         Inc., 11.25%, 12/01/03                     896
   500  Sherritt, Inc., 10.50%, 3/31/14             498
                                               --------
                                                  2,352
                                               --------
COAL, GAS & OIL (2.0%)
 1,300  Clark R&M Holdings, Zero Coupon,
         2/15/00                                    751
   474  Columbia Gas Systems, Inc., Employee
         Thrift Plan Obligation, 9.875%,
         11/30/01                                   512
                                               --------
                                                  1,263
                                               --------
ELECTRICAL EQUIPMENT (1.4%)
 1,000  Protection One Alarm, Inc., 12.00%,
         11/01/03                                   930
                                               --------
ELECTRONICS (4.9%)
   400  ADT Operations, 9.25%, 8/01/03              389

<CAPTION>
 FACE
AMOUNT                                          VALUE
 (000)                                          (000)
- -------                                        --------
<C>    <S>                                     <C>
$1,500  Bell & Howell Co., Series B, 0.00% to
         3/01/00, 11.50% to 3/01/05            $    802
 1,500  Imax Corp., 7.00% to 3/01/97, 10.00%
         to 3/01/01                               1,303
 1,500  International Semi-Tech, (Yankee
         Bond), 0.00% to 8/15/00, 11.50% to
         8/15/03                                    660
                                               --------
                                                  3,154
                                               --------
 ENVIRONMENTAL CONTROLS (0.6%)
   500  Envirotest Systems Corp., 9.125%,
         3/15/01                                    400
                                               --------
 FINANCIAL SERVICES (5.8%)
   800  GPA Delaware, Inc., 8.75%, 12/15/98         635
 1,209  GPA Equipment Trust, Participating
         Certificates, (Floating Rate),
         9.125%, 12/02/96                         1,088
   550  GPA Investments, 6.40%, 11/19/98            374
 1,189  Tiphook Finance Corp., 8.00%, 3/15/00       904
   886  Tiphook Finance Corp., 10.75%,
         11/01/02                                   709
                                               --------
                                                  3,710
                                               --------
 FOOD (2.7%)
   750  Americold Corp. 1st Mortgage Bond,
         Series B, 11.50%, 3/01/05                  688
 1,150  Pilgrim's Pride Corp., 10.875%,
         8/01/03                                  1,044
                                               --------
                                                  1,732
                                               --------
 FOOD SERVICE & LODGING (2.1%)
 1,300  Motels of America, 12.00%, 4/15/04        1,319
                                               --------
 FOREST PRODUCTS & PAPER (2.0%)
 1,250  Stone Consolidated, Senior Secured
         Notes, 10.25%, 12/15/00                  1,269
                                               --------
 GAMING & LODGING (0.7%)
   300  GNF Corp. (Bally), 10.625%, 4/01/03         231
   275  Louisiana Casino Cruises, 11.50%,
         12/01/98                                   241
                                               --------
                                                    472
                                               --------
 HEALTH CARE SUPPLIES & SERVICES (0.8%)
   625  Eyecare Centers of America, 12.00%,
         10/01/03                                   492
                                               --------
 PACKAGING & CONTAINER (5.5%)
   500  Owens-Illinois, Inc., 10.50%, 6/15/02       509
   500  Owens-Illinois, Inc., 9.75%, 8/15/04        485
 2,000  Owens-Illinois, Inc., 9.95%, 10/15/04     1,955
   600  Stone Container Corp., 9.875%,
         2/01/01                                    581
                                               --------
                                                  3,530
                                               --------
</TABLE>

                                       3
<PAGE>
<TABLE>
<CAPTION>
 FACE
AMOUNT                                          VALUE
 (000)                                          (000)
- -------                                        --------
<C>    <S>                                     <C>
PUBLISHING (7.2%)
$1,000  Marvel III Holdings Inc., Series B,
         9.125%, 2/15/98                       $    893
 1,900  Marvel Parent Holdings, Zero Coupon,
         4/15/98                                  1,204
 2,750  Viacom International, 8.00%, 7/07/06      2,489
                                               --------
                                                  4,586
                                               --------
RETAIL-GENERAL (3.3%)
   625  Penn Traffic Co., 9.625%, 4/15/05           577
 2,175  Southland Corp., 5.00%, 12/15/03          1,534
                                               --------
                                                  2,111
                                               --------
TELECOMMUNICATIONS (5.0%)
 4,000  Dial Call Communications, 0.00% to
         4/15/99, 12.25% to 4/15/04               1,520
   450  Horizon Cellular Telephone, 0.00% to
         10/01/97, 11.375% to 10/01/00              339
 1,500  Telefonica de Argentina, (Yankee
         Bond), 11.875%, 11/01/04                 1,331
                                               --------
                                                  3,190
                                               --------
TEXTILES & APPAREL (4.3%)
 1,000  PT Polysindo Eka Perkasa, (Yankee
         Bond), 13.00%, 6/15/01                     920
 2,000  Westpoint Stevens, Inc., 9.375%,
         12/15/05                                 1,835
                                               --------
                                                  2,755
                                               --------
TRANSPORTATION (4.9%)
   393  America West Airlines, 6.00%, 3/31/97       369
 2,000  Moran Transportation Co., 11.75%,
         7/15/04                                  1,923
 1,000  Venture Holdings, 9.75%, 4/01/04            866
                                               --------
                                                  3,158
                                               --------
UTILITIES (6.4%)
   650  AES Corp., 9.75%, 6/15/00                   638
 1,478  Beaver Valley Funding Corp., (Lease
         Obligation Bond), 9.00%, 6/01/17         1,131
 2,400  First PV Funding Corp., (Lease
         Obligation Bond), 10.15%, 1/15/16        2,367
                                               --------
                                                  4,136
                                               --------
TOTAL CORPORATE BONDS AND NOTES (Cost
$56,422)                                         53,321
                                               --------
FOREIGN GOVERNMENT OBLIGATIONS (1.3%)
BONDS (1.3%)
 1,500  Republic of Argentina, Series L,
         (Floating Rate), 7.313%, 3/31/05
         (Cost $1,057)                              808
                                               --------
<CAPTION>

                                                VALUE
SHARES                                          (000)
- -------                                        --------
<C>    <S>                                     <C>
COMMON STOCKS (0.3%)
BUILDING MATERIALS & COMPONENTS (0.1%)
 3,110  Walter Industries, Inc.                $     34
                                               --------
FINANCIAL SERVICES (0.0%)
   729  Duff & Phelps Corp.                           8
   243  Duff & Phelps Credit Rating Co.               3
 1,268  WestFed Holdings, Inc., Class B              --
                                               --------
                                                     11
                                               --------
FOOD SERVICE & LODGING (0.2%)
 1,300  Motels of America, Inc.                     104
                                               --------
GAMING & LODGING (0.0%)
   500  Trump Taj Mahal, Class A                      5
                                               --------
MACHINERY (0.0%)
    25  Bucyrus-Erie                                 --
                                               --------
TOTAL COMMON STOCKS (Cost $163)                     154
                                               --------
PREFERRED STOCKS (0.0%)
FINANCIAL SERVICES (0.0%)
 3,239  WestFed Holdings, Inc., Series A
         (Cost $57)                                  --
                                               --------
CONVERTIBLE PREFERRED STOCKS (1.7%)
TRANSPORTATION (1.7%)
20,000  Delta Air Lines, Inc., Series C,
         $3.50, 12/31/49 (Cost $993)              1,065
                                               --------
<CAPTION>
NO. OF
RIGHTS
- -------
<C>    <S>                                     <C>
RIGHTS (0.0%)
BROADCAST-RADIO & TELEVISION (0.0%)
35,000  SpectraVision, Inc., expiring
         10/08/97 (Cost $133)                         5
                                               --------
</TABLE>

<TABLE>
<CAPTION>
 NO. OF
WARRANTS
- --------
<C>      <S>                                      <C>
WARRANTS (0.3%)
AEROSPACE & DEFENSE (0.0%)
    500   Sabreliner Corp., expiring 4/15/03             5
                                                  --------
ELECTRICAL EQUIPMENT (0.2%)
 28,000   Protection One Alarm, Inc., expiring
           11/01/03                                    126
                                                  --------
GAMING & LODGING (0.0%)
  1,250   Capital Gaming International, Inc.,
           expiring 2/01/99                             --
  2,700   Casino Magic Corp., expiring 10/14/96         --
    825   Louisiana Casino Cruises, expiring
           12/01/98                                     13
                                                  --------
                                                        13
                                                  --------
</TABLE>

                                       4
<PAGE>
<TABLE>
<CAPTION>
 NO. OF                                            VALUE
WARRANTS                                           (000)
- --------                                          --------
<C>      <S>                                      <C>
 HEALTH CARE SUPPLIES & SERVICES (0.0%)
    625   Eye Care Centers of America, expiring
           10/01/03                               $      3
                                                  --------
 INSURANCE (0.0%)
    500   Horace Mann Educators Corp., expiring
           8/15/99                                       8
                                                  --------
 METALS (0.0%)
  5,000   Sheffield Steel Corp., expiring
           11/01/01                                     30
                                                  --------
 PACKAGING & CONTAINER (0.0%)
  1,000   Crown Packaging Holdings, expiring
           11/01/03                                     30
                                                  --------
 REAL ESTATE (0.1%)
  1,000   Petro PSC Properties L.P., expiring
           6/01/97                                      33
                                                  --------
 TELECOMMUNICATIONS (0.0%)
  4,000   Dial Page, Inc., expiring 4/25/99             --
                                                  --------
TOTAL WARRANTS (Cost $221)                             248
                                                  --------
<CAPTION>
 NO. OF
 UNITS
 (000)
- --------
<C>      <S>                                      <C>
UNITS (9.7%)
GAMING & LODGING (8.2%)
  1,750   Casino America, 11.50%, 11/15/01           1,702
  2,208   Maritime Group, 13.50%, 2/15/97            1,082
    500   Santa Fe Hotel, Inc., 11.00%, 12/15/00       491
  2,564   Trump Taj Mahal Funding Inc., PIK,
           11.35%, 11/15/99                          1,942
                                                  --------
                                                     5,217
                                                  --------
METALS (1.5%)
  1,000   Sheffield Steel Corp., 12.00%,
           11/01/01                                    980
                                                  --------
TOTAL UNITS (Cost $7,884)                            6,197
                                                  --------
<CAPTION>

  FACE
 AMOUNT                                            VALUE
 (000)                                             (000)
- --------                                          --------
<C>      <S>                                      <C>
SHORT-TERM INVESTMENT (0.8%)
REPURCHASE AGREEMENT (0.8%)
$   513   U.S. Trust, 6.00%, dated 3/31/95, due
           4/03/95, to be repurchased at $513,
           collateralized by $500 Government
           National Mortgage Association, 9.00%
           - 9.50%, due 12/15/04 - 6/15/05,
           valued at $523 (Cost $513)             $    513
                                                  --------
TOTAL INVESTMENTS (97.3%) (Cost $67,443)            62,311
                                                  --------
OTHER ASSETS AND LIABILITIES (2.7%)
  Other Assets                                       1,876
  Liabilities                                         (135)
                                                  --------
                                                     1,741
                                                  --------

NET ASSETS (100.0%)                                $64,052
                                                  --------
                                                  --------
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE
PER SHARE
  Applicable to 6,511,994 outstanding $.001 par
  value shares (authorized 500,000,000 shares)    $   9.84
                                                  --------
                                                  --------
<FN>
- -------------
PIK -- Payment-In-Kind. Income may be received in additional securities or cash
at the discretion of the issuer.

Floating Rate Securities. The interest rate changes on these instruments are
based on changes in a designated base rate. The rates shown are those in effect
on March 31, 1995.
</TABLE>

                                       5
<PAGE>
- --------------------------------------------------
OFFICERS AND DIRECTORS

<TABLE>
<S>                      <C>
Frederick B. Whittemore  James W. Grisham
  CHAIRMAN OF THE        VICE PRESIDENT
  BOARD                  Harold J. Schaaff, Jr.
Warren J. Olsen          VICE PRESIDENT
  PRESIDENT AND          Joseph P. Stadler
  DIRECTOR               VICE PRESIDENT
John P. Britton          Valerie Y. Lewis
  DIRECTOR               SECRETARY
George R. Bunn, Jr.      Karl Hartmann
  DIRECTOR               ASSISTANT SECRETARY
A. MacDonald Caputo      Hilary D. Toole
  DIRECTOR               ASSISTANT SECRETARY
Peter E. de Svastich     James R. Rooney
  DIRECTOR               TREASURER
Gerard E. Jones          Timothy F. Osborne
  DIRECTOR               ASSISTANT TREASURER
</TABLE>

- ---------------------------------------------
INVESTMENT ADVISER AND ADMINISTRATOR
Morgan Stanley Asset Management Inc.
1221 Avenue of the Americas
New York, New York 10020
- ---------------------------------------------
CUSTODIANS
The United States Trust Company of New York
770 Broadway
New York, New York 10003

Morgan Stanley Trust Company
One Pierrepont Plaza
Brooklyn, New York 11210
- ---------------------------------------------
LEGAL COUNSEL
Morgan, Lewis & Bockius
2000 One Logan Square
Philadelphia, Pennsylvania 19103
- ---------------------------------------------
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP
1177 Avenue of the Americas
New York, New York 10036

- ---------------------------------------------
For current performance, current net asset value, or for assistance with your
account, please contact the Fund at (800) 548-7786. This report is authorized
for distribution only to shareholders and others who have received a copy of the
prospectus of Morgan Stanley Institutional Fund, Inc.

[LOGO] MORGAN STANLEY
       INSTITUTIONAL FUND, INC.
       P.O. Box 2798
       Boston, MA 02208-2798

[LOGO] MORGAN STANLEY
       INSTITUTIONAL FUND, INC.

                        SMALL CAP VALUE EQUITY PORTFOLIO
                              FIRST QUARTER REPORT
                                 MARCH 31, 1995
<PAGE>
LETTER TO SHAREHOLDERS
- -------

The  Small  Cap Value  Portfolio invests  in small  companies that  our research
indicates are  undervalued, of  high quality,  and will  reward the  shareholder
through high current dividend income. The Portfolio's disciplined value approach
seeks  to outperform the Russell 2500 Small Company Index in the longer term. We
believe our emphasis on high quality companies and high yielding securities will
help the Portfolio perform particularly well in difficult markets.

The Small Cap Value Portfolio selects companies that can be purchased at bargain
prices. Bargains mostly arise as a  result of public overreactions to  temporary
problems  associated with an otherwise healthy  company, or because a company is
neglected and  currently out-of-the  limelight  of investors'  interest.  Often,
these  companies operate as  major players in  very focused markets  and are not
widely followed by the investment community.

The total return of  the Portfolio for  the three month  period ended March  31,
1995 was 4.47% as compared to 7.39% and 9.73% for the Russell 2500 Index and the
S&P  500 Index, respectively,  for the same  period. Total returns  for the past
twelve months and the average annual return of the Portfolio for the period from
inception in  December  1992  through  March 31,  1995  were  6.65%  and  8.67%,
respectively,  compared  to  8.66%  and  11.30%  for  the  Russell  2500  Index,
respectively, and, 15.54% and 9.36% for the S&P 500 Index, respectively, for the
same periods.

PERFORMANCE COMPARED TO THE RUSSELL 2500 AND S&P 500 INDICES(1)

<TABLE>
<CAPTION>
                                   TOTAL RETURNS(2)
                      ------------------------------------------
                                                 AVERAGE ANNUAL
                         YTD        ONE YEAR    SINCE INCEPTION
                      ----------  ------------  ----------------
<S>                   <C>         <C>           <C>
PORTFOLIO...........       4.47%        6.65%           8.67%
RUSSELL 2500........       7.39         8.66           11.30
S&P 500.............       9.73        15.54            9.36
<FN>
- -------------
1.  The Russell 2500  and the S&P  500 Indices are  unmanaged indices of  common
    stock.
2.  Total  returns for the Portfolio reflect  expenses waived and reimbursed, if
    applicable, by the  Adviser. Without  such waiver  and reimbursement,  total
    returns would be lower.
</TABLE>

PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE.

The  Portfolio  had  a  strong  start  in  January  of  the  new  year  1995  by
outperforming most small cap indices. We attribute the outperformance in January
to  the  continued  very  positive  earnings  progression  of  the   Portfolio's
companies.  As  most  upside  surprises  were  the  result  of  more streamlined
production processes  and  not solely  sales  related, we  expect  the  positive
earnings  trend to  continue. However,  as the  quarter progressed  the pendulum
swung ever more  heavy towards  the belief that  an economic  "soft landing"  is
achievable.   The  ensuing  enthusiasm  lifted  the  stock  market  up  sharply,
particularly highly  visible, larger,  growth-oriented companies.  For the  full
quarter  the Russell 2000 Small Company Index  trailed the S&P 500 Large Company
Index significantly.

Our outlook on  the fundamental  strength of the  Portfolio's companies  remains
very  positive as reflected by strong  fourth quarter earnings. In addition, the
Portfolio's industrial companies saw productivity increases twice as high as the
average domestic  small company.  This  should bode  particularly well  for  the
anticipated scenario of slower economic growth.

Although   January's  performance  was  driven   by  company  specific  earnings
announcements, performance later in the  quarter was driven heavily by  industry
effects.  The best performing industries were clearly healthcare and technology.
Although the Portfolio's healthcare and technology companies averaged a 20%  and
9%  return respectively  for the  quarter, the  Portfolio holds  a below average
weighting in these  industries as  we could  not find  enough inexpensive,  good
quality  companies to invest in  these areas. Other areas  of strong returns for
the Portfolio were specific  late cyclical companies such  as paper (+8.9%)  and
capital  goods (+9.7%). Banks and  insurance companies showed strong performance
(+11%, +7.2%) after reporting mostly excellent fourth quarter earnings. Laggards
during the quarter were utility  companies(+1.7%), retail stocks (-4.6%),  after
another  disappointing Christmas  season in apparel,  and transportation (-5.8%)
anticipating weaker volume in a slowing economy.

During the quarter we purchased Jackpot Enterprises, a gaming route operator  in
Nevada  at a price  close to its book  value, a 4% dividend  yield, and a superb
balance sheet  showing a  net  cash position.  Jackpot  leases retail  space  in
Nevada's major chain stores where it operates gaming machines. We expect Jackpot
to take advantage of the fragmented

                                       1
<PAGE>
yet  growing market in  gaming route operations.  The Portfolio purchased Gerber
Scientific, Inc. at an inexpensive  130% of book value  and a dividend yield  of
2.5%.   Gerber  Scientific  develops  and   markets  computer-aided  design  and
manufacturing systems mainly for  the garment industry. As  a true global  niche
operator  in its segment, Gerber conducts about 50% of its sales outside the US.
We also added Manufactured Home Communities, Inc. to the Portfolio. The  company
owns  67  manufactured housing  communities in  20 states.  We expect  long term
growth to  come  from  rental  income on  properties,  the  consolidation  of  a
fragmented  industry, and the increase in retirement population in the company's
sun belt locations. We  also took a  position in Core  Industries (140% of  book
value,  3% dividend yield). The company  operates in three niche areas including
the production of high end farm equipment.

The Portfolio added SkyWest Inc., one  of the largest regional airlines  located
in  Utah. We purchased  SkyWest at 1.3x  book value with  a strong balance sheet
supporting a 15% share buyback program. We believe SkyWest operates with a  long
term  high growth strategy. We believe  the stock is temporary undervalued since
the company has  suffered from  recent heightened safety  concerns for  commuter
airlines.  The most recent addition to the  Portfolio is Augat Inc., the world's
largest manufacturer of connector products which we bought at a low 140% of book
value. Through its communication division Augat sells products such as cable  TV
connectors.  This  provides  the  Portfolio  exposure  to  the  strongly growing
telecommunication industry without  having to pay  the high multiples  typically
associated with these industries.

The  purchase of six new  positions during the first  quarter of 1995 translates
into a 24% annual turnover ratio. This is in line with our targeted low turnover
rate of 20 - 30%.

Corresponding Portfolio sales took advantage of sharply increasing valuations in
the health care industry. We sold Diagnostic Products, Inc. based on  valuation.
The  company has been successful in bringing a critical amount of new diagnostic
tests and test equipment  to the market. We  purchased Diagnostic Products at  a
price-to-book  multiple of 1.8X in March 1994;  the company currently sells at a
2.8X price-to-book multiple. Similarly,  taking advantage of sharply  increasing
prices  in the healthcare  industry, we sold Bergen  Brunswig Corp, a California
distributor of  ethical drugs.  In January  we sold  Fourth Financial  Corp.,  a
banking  company located in  midwestern Kansas based on  valuation. We also sold
American Maize Co., a manufacturer of corn sweeteners and tobacco products.  The
company  received a  purchase offer by  Paris-based Eridania Beghin  Say S.A. at
very favorable terms. We sold  the stock since we  regarded it as fully  valued,
and  due to  the ownership structure  of the company  there was a  risk the deal
would not be  consummated. Although Beghin  Say raised the  offer and the  stock
price  rose even higher the  buyout was finally stopped  by the courts. American
Maize today  trades at  a level  below our  sales price.  We feel  this  example
underlines the importance of our disciplined sell rule which requires a stock to
be traded when it is fairly valued and not to engage in takeover speculation.

STRATEGY

    The  Small Cap Value Equity Portfolio offers the consistent application of a
disciplined value driven  investment process  to its participants.  As such,  we
will  pursue  our  search for  smaller  companies  that our  research  shows are
undervalued, are  of high  quality  and pay  above  average dividend  yield.  We
believe these companies will be well positioned to achieve superior total return
for the longer term.

- ------------
THE  PERFORMANCE RESULTS PROVIDED ARE FOR INFORMATIONAL PURPOSES ONLY AND SHOULD
NOT BE CONSTRUED  AS A  GUARANTEE OF  THE PORTFOLIO'S  FUTURE PERFORMANCE.  PAST
PERFORMANCE SHOWN IS NOT PREDICTIVE OF FUTURE PERFORMANCE. INVESTMENT RETURN AND
PRINCIPAL  VALUE WILL FLUCTUATE SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED, MAY
BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST.

                                       2
<PAGE>
INVESTMENTS (UNAUDITED)
- ----------
MARCH 31, 1995
<TABLE>
<CAPTION>
                                                     VALUE
  SHARES                                             (000)
- -------------------------------------------------  ---------
<C>        <S>                                     <C>
COMMON STOCKS (96.7%)
  AEROSPACE (3.3%)
   33,500  AAR Corp.                               $     406
   18,000  Thiokol Corp.                                 511
   85,300  United Industrial Corp.                       458
                                                   ---------
                                                       1,375
                                                   ---------
  BANKING (8.4%)
   15,000  Deposit Guaranty Corp.                        510
   15,950  First Security Corp. (Delaware)               383
   11,400  Mercantile Bancorp.                           416
   18,600  Onbancorp, Inc.                               474
   19,285  Southern National Corp.                       383
   16,000  Standard Federal Bank                         430
   25,110  Summit Bancorp., Inc.                         471
   12,400  Union Bank of San Francisco                   428
                                                   ---------
                                                       3,495
                                                   ---------
  BUILDING (3.1%)
   11,500  Ameron, Inc. (Delaware)                       391
   29,800  Gilbert Associates, Inc., Class A             373
   24,500  Pratt & Lambert, Inc.                         514
                                                   ---------
                                                       1,278
                                                   ---------
  CAPITAL GOODS (3.1%)
   21,403  Binks Manufacturing Co.                       471
   30,200  Cascade Corp.                                 400
   19,500  Starret (L.S.) Co., Class A                   427
                                                   ---------
                                                       1,298
                                                   ---------
  CHEMICALS (4.2%)
   29,920  Aceto Corp.                                   456
   21,400  Dexter Corp.                                  468
   22,000  Learonal, Inc.                                423
   23,800  Quaker Chemical Corp.                         405
                                                   ---------
                                                       1,752
                                                   ---------
  COMMUNICATIONS (1.1%)
   23,600  Comsat Corp.                                  440
                                                   ---------
  CONSUMER - DURABLES (2.9%)
   19,200  Arvin Industries, Inc.                        408
   23,298  Knape & Vogt Manufacturing Co.                349
   31,300  Oneida Ltd.                                   454
                                                   ---------
                                                       1,211
                                                   ---------
  CONSUMER - RETAIL (5.6%)
   28,800  CPI Corp.                                     457
   41,900  Deb Shops, Inc.                               168
   23,800  Edison Brothers Stores, Inc.                  354
   21,700  Guilford Mills, Inc.                          467
   10,600  Springs Industries, Inc., Class A             397
   38,600  Venture Stores, Inc.                          478
                                                   ---------
                                                       2,321
                                                   ---------

<CAPTION>
                                                     VALUE
  SHARES                                             (000)
- -------------------------------------------------  ---------
<C>        <S>                                     <C>
  CONSUMER - STAPLES (4.6%)
   13,802  Block Drug Co., Inc., Class A           $     483
   27,800  Coors (Adolph), Inc., Class B                 455
   25,900  International Multifoods Corp.                515
   27,400  Nash Finch Co.                                435
                                                   ---------
                                                       1,888
                                                   ---------
  ENERGY (2.4%)
   18,000  Diamond Shamrock, Inc.                        475
   19,300  Ultramar Corp.                                502
                                                   ---------
                                                         977
                                                   ---------
  FINANCIAL - DIVERSIFIED (3.1%)
   13,900  Finova Group, Inc.                            459
   10,100  GATX Corp.                                    452
   25,000  Manufactured Home Communities, Inc.           384
                                                   ---------
                                                       1,295
                                                   ---------
  HEALTH CARE (4.8%)
   15,500  Beckman Instruments, Inc.                     459
   31,500  Bindley Western Industries                    508
   53,200  Hooper Holmes, Inc.                           538
   63,700  Kinetic Concepts, Inc.                        494
                                                   ---------
                                                       1,999
                                                   ---------
  INDUSTRIAL (6.6%)
   15,200  American Filtrona Corp.                       414
   11,400  Barnes Group, Inc.                            502
   33,700  GenCorp, Inc.                                 425
   44,500  Kaman Corp., Class A                          495
   32,900  Zero Corp. (Delaware)                         465
   24,300  Zurn Industries, Inc.                         446
                                                   ---------
                                                       2,747
                                                   ---------
  INSURANCE (5.4%)
   14,200  Argonaut Group, Inc.                          426
   25,000  Enhance Financial Services Group, Inc.        425
   15,500  Provident Life & Accident Co. of
            America, Class B                             351
   17,700  Selective Insurance Group, Inc.               509
   13,300  USLife Corp.                                  507
                                                   ---------
                                                       2,218
                                                   ---------
  METALS (2.1%)
    7,700  Carpenter Technology Corp.                    445
   11,400  Cleveland-Cliffs Iron Co.                     439
                                                   ---------
                                                         884
                                                   ---------
  PAPER & PACKAGING (3.5%)
   15,500  Ball Corp.                                    533
   11,400  Potlatch Corp.                                480
   23,500  Sealright Co., Inc.                           446
                                                   ---------
                                                       1,459
                                                   ---------
</TABLE>

                                       3
<PAGE>
<TABLE>
<CAPTION>
                                                     VALUE
  SHARES                                             (000)
- -------------------------------------------------  ---------
<C>        <S>                                     <C>
  SERVICES (12.6%)
   20,500  ABM Industries, Inc.                    $     466
   17,200  Angelica Corp.                                473
   24,000  Bowne & Co.                                   387
   27,700  Cross (A.T.) Co., Class A                     409
   27,800  Gibson Greetings, Inc.                        247
   40,000  Handleman Co.                                 430
   45,000  Jackpot Enterprises, Inc.                     411
   17,400  National Service Industries, Inc.             470
   23,900  New England Business Services, Inc.           439
   53,400  Piccadilly Cafeterias, Inc.                   487
   32,500  Russ Berrie & Co., Inc.                       467
   16,100  Wallace Computer Services, Inc.               517
                                                   ---------
                                                       5,203
                                                   ---------
  TECHNOLOGY (8.8%)
   28,000  Augat, Inc.                                   514
   11,500  Avnet, Inc.                                   464
   41,000  Core Industries, Inc.                         497
   21,800  Cubic Corp.                                   425
   33,700  Gerber Scientific, Inc.                       484
   15,900  Joslyn Corp.                                  390
   19,400  MTS Systems Corp.                             466
   23,500  National Computer Systems, Inc.               394
                                                   ---------
                                                       3,634
                                                   ---------
  TRANSPORTATION (2.9%)
   20,800  Overseas Shipholding Group, Inc.              426
   29,600  SkyWest, Inc.                                 440
   20,400  Yellow Corp.                                  327
                                                   ---------
                                                       1,193
                                                   ---------
  UTILITIES (8.2%)
   17,700  Central Hudson Gas & Electric                 465
   35,000  Central Maine Power Co.                       385
    9,300  Commonwealth Energy Systems Cos.              381
   15,000  Eastern Enterprises                           416
   22,900  Oneok, Inc.                                   432
   13,700  Orange & Rockland Utilities, Inc.             442
   13,500  SJW Corp.                                     437
   28,500  Washington Water Power Co.                    428
                                                   ---------
                                                       3,386
                                                   ---------
TOTAL COMMON STOCKS (Cost $39,923)                    40,053
                                                   ---------
</TABLE>

<TABLE>
<CAPTION>
  FACE
 AMOUNT                                             VALUE
  (000)                                             (000)
- ---------                                         ---------
<C>        <S>                                    <C>
SHORT-TERM INVESTMENT (3.3%)
  REPURCHASE AGREEMENT (3.3%)


$1,351     U.S. Trust, 6.00%, dated 3/31/95, due
            4/03/95, to be repurchased at
            $1,352, collateralized by $1,305
            Government National Mortgage
            Association, 9.50%-10.00%, due
            10/15/09 - 11/15/09, valued at
            $1,401 (Cost $1,351)                     $1,351
                                                  ---------
TOTAL INVESTMENTS (100.0%) (Cost $41,274)            41,404
                                                  ---------
OTHER ASSETS AND LIABILITIES (0.0%)
  Other Assets                                          117
  Liabilities                                          (113)
                                                  ---------
                                                          4
                                                  ---------

NET ASSETS (100%)                                 $  41,408
                                                  ---------
                                                  ---------
NET ASSET VALUE, OFFERING AND
REDEMPTION PRICE PER SHARE
  Applicable to 3,811,868 outstanding $.001 par
  value shares (authorized 500,000,000 shares)    $   10.86
                                                  ---------
                                                  ---------
</TABLE>

                                       4
<PAGE>
- --------------------------------------------------
OFFICERS AND DIRECTORS

Frederick B. Whittemore  James W. Grisham
  CHAIRMAN OF THE        VICE PRESIDENT
  BOARD                  Harold J. Schaaff, Jr.
Warren J. Olsen          VICE PRESIDENT
  PRESIDENT AND          Joseph P. Stadler
  DIRECTOR               VICE PRESIDENT
John P. Britton          Valerie Y. Lewis
  DIRECTOR               SECRETARY
George R. Bunn, Jr.      Karl Hartmann
  DIRECTOR               ASSISTANT SECRETARY
A. MacDonald Caputo      Hilary D. Toole
  DIRECTOR               ASSISTANT SECRETARY
Peter E. de Svastich     James R. Rooney
  DIRECTOR               TREASURER
Gerard E. Jones          Timothy F. Osborne
  DIRECTOR               ASSISTANT TREASURER

- ---------------------------------------------
INVESTMENT ADVISER AND ADMINISTRATOR
Morgan Stanley Asset Management Inc.
1221 Avenue of the Americas
New York, New York 10020
- ---------------------------------------------
CUSTODIANS
The United States Trust Company of New York
770 Broadway
New York, New York 10003

Morgan Stanley Trust Company
One Pierrepont Plaza
Brooklyn, New York 11210
- ---------------------------------------------
LEGAL COUNSEL
Morgan, Lewis & Bockius
2000 One Logan Square
Philadelphia, Pennsylvania 19103
- ---------------------------------------------
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP
1177 Avenue of the Americas
New York, New York 10036

- ---------------------------------------------
For current performance, current net asset value, or for assistance with your
account, please contact the Fund at (800) 548-7786. This report is authorized
for distribution only to shareholders and others who have received a copy of the
prospectus of Morgan Stanley Institutional Fund, Inc.

[LOGO] MORGAN STANLEY
       INSTITUTIONAL FUND, INC.
       P.O. Box 2798
       Boston, MA 02208-2798

[LOGO] MORGAN STANLEY
       INSTITUTIONAL FUND, INC.

                                 GOLD PORTFOLIO
                              FIRST QUARTER REPORT
                                 MARCH 31, 1995
<PAGE>
LETTER TO SHAREHOLDERS
- -------

The  Morgan  Stanley  Institutional  Fund's  Gold  Portfolio  seeks  to  provide
long-term capital appreciation by investing  primarily in the equity  securities
of foreign and domestic issuers engaged in gold-related activities.

The  total return of  the Portfolio for  the three month  period ended March 31,
1995 was 3.97% as compared to 11.56% for the Philadelphia Gold and Silver  Index
for the same period. The total return for the twelve months ended March 31, 1995
and  the average annual  return for the  period from inception  in February 1994
through March 31, 1995, were -3.99% and -4.21%, respectively, for the Portfolio,
compared to -8.77% and  -10.10% for the Philadelphia  Gold and Silver Index  for
the same periods.

PERFORMANCE COMPARED TO THE PHILADELPHIA
GOLD AND SILVER INDEX(1)

<TABLE>
<CAPTION>
                                      TOTAL RETURNS2
                         ----------------------------------------
                                                      AVERAGE
                                                    ANNUAL SINCE
                            YTD        ONE YEAR      INCEPTION
                         ----------  ------------  --------------
<S>                      <C>         <C>           <C>
PORTFOLIO..............       3.97%       -3.99%         -4.21%
INDEX..................      11.56        -8.77         -10.10
</TABLE>

- -------------

1. The  Philadelphia Gold  and Silver Index  is an unmanaged  index comprised of
   nine leading companies involved in the mining of gold and silver.

2. Total returns for the  Portfolio reflect expenses  waived and reimbursed,  if
   applicable,  by  the Adviser.  Without such  waiver and  reimbursement, total
   returns would be lower.

PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE.

Financial events  during the  first  quarter of  1995  continued in  an  erratic
pattern.  World currency volatility has  escalated after destabilizing events in
Mexico. The U.S. dollar has suffered a precipitous plunge of 10% to 15%  against
the  safe-haven  currencies of  Japan,  Germany, and  Switzerland,  resulting in
financial market dislocations.

Interestingly, U.S.  stocks and  bonds have  rallied in  the midst  of the  U.S.
dollar's  demise.  Although a  cheaper dollar  increases  the risk  of importing
inflation, the currencies of our North American trading partners have been  even
weaker  than the  U.S. dollar.  This effect  has offset  investors' inflationary
expectations and allowed U.S. financial assets to rally.

However, this rally has  only partially offset big  losses by Japanese,  German,
and  Swiss holders of dollar assets.  Continuing currency losses have emphasized
the increasing  attraction  of precious  metals.  Instances of  gold  buying  by
Japanese  and Swiss  investors have begun  to surface,  reportedly running three
times normal.

The Federal Reserve has kept monetary  policy constant and seems disinclined  to
support  the  dollar  with  higher  interest  rates.  The  Bundesbank,  however,
surprised the currency markets with a late March interest rate cut which snapped
precious metals from  their doldrums. Gold  briefly touched $400  per ounce  and
silver rallied 20 percent. Investors who had shunned gold for deutsche marks (as
a safe haven with yield) stampeded back to precious metals.

We  continue to see positive  developments on the supply  side of gold. Producer
selling by mining companies  seems to be slowing.  Production can only be  "sold
forward"  once before the pace  must slow. Recent reports  of central bank sales
seem to  have slowed  also. Production  from South  Africa is  slower than  most
predictions, and outbreaks of labor unrest continue.

As  gold investors,  we continue  to be  encouraged. With  destabilized currency
markets,  financial  markets   at  highs,   and  great   supply  versus   demand
fundamentals,  we believe that positive returns  for precious metals are likely.
Gold can again be viewed as a safe haven and an exciting asset class.

- ----------
THE PERFORMANCE RESULTS PROVIDED ARE FOR INFORMATIONAL PURPOSES ONLY AND  SHOULD
NOT  BE CONSTRUED  AS A  GUARANTEE OF  THE PORTFOLIO'S  FUTURE PERFORMANCE. PAST
PERFORMANCE SHOWN IS NOT PREDICTIVE OF FUTURE PERFORMANCE. INVESTMENT RETURN AND
PRINCIPAL VALUE WILL FLUCTUATE SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED,  MAY
BE  WORTH MORE OR LESS THAN THEIR ORIGINAL COST. PLEASE SEE THE PROSPECTUS FOR A
DESCRIPTION  OF  CERTAIN  RISK  CONSIDERATIONS  ASSOCIATED  WITH   INTERNATIONAL
INVESTING.

                                       1
<PAGE>
INVESTMENTS (UNAUDITED)
- ----------
MARCH 31, 1995
<TABLE>
<CAPTION>
                                                    VALUE
   SHARES                                           (000)
- ------------                                       -------
<C>           <S>                                  <C>
COMMON STOCKS (95.8%)
  AUSTRALIA (14.2%)
     200,000   Acacia Resources Ltd.               $   355
     500,000   Central Norseman Gold Corporation
                Ltd.                                   322
     418,000   Delta Gold N.L.                         827
     462,100   Gold Mines of Kalgoorlie Ltd.           369
     390,000   Great Central Mines N.L.                629
      25,000   Great Central Mines N.L. ADR            127
     321,000   Newcrest Mining Ltd.                  1,219
      75,000   Poseidon Gold Ltd.                      137
     500,000   Wiluna Mines Ltd.                       421
                                                   -------
                                                     4,406
                                                   -------
  CANADA (41.1%)
     230,400   Bema Gold Corp.                         435
      25,000   BGR Precious Metals, Inc., Class A      266
     100,000   Bolivar Goldfields Ltd.                 114
      60,000   Cambior, Inc.                           692
     500,000   Campbell Resources, Inc.                350
     105,800   Dakota Mining Corp.                     172
     102,500   Echo Bay Mines Ltd.                   1,063
      50,000   Euro-Nevada Mining Corp.              1,323
      10,000   Franco-Nevada Mining Corp. Ltd.         497
     126,700   Goldcorp Inc., Class A                  918
     131,300   Hemlo Gold Mines, Inc.                1,313
      45,500   Kinross Gold Corp.                      256
     300,000   Miramar Mining                        1,395
      56,946   Placer Dome, Inc.                     1,388
      80,600   Prime Resource Group, Inc.              548
     450,000   Royal Oak Mines, Inc.                 1,491
      75,000   TVX Gold, Inc.                          489
                                                   -------
                                                    12,710
                                                   -------
  UNITED STATES (40.5%)
     163,800   Amax Gold, Inc.                         962
      98,047   Barrick Gold Corp.                    2,451
       3,828   Freeport McMoran Copper & Gold,
                Inc., Class A                           84
     125,000   Freeport McMoran, Inc.                2,266
      97,400   Gold Reserve Corp.                      658
      72,700   Homestake Mining Co.                  1,345
      63,800   Newmont Gold Co.                      2,640
      10,000   Newmont Mining Corp.                    427
      35,985   Pegasus Gold, Inc.                      441
     100,000   Santa Fe Pacific Gold Corp.           1,263
                                                   -------
                                                    12,537
                                                   -------
TOTAL COMMON STOCKS (Cost $30,999)                  29,653
                                                   -------

<CAPTION>

   NO. OF                                           VALUE
  WARRANTS                                          (000)
- ------------                                       -------
<C>           <S>                                  <C>
WARRANTS (0.1%)
  UNITED STATES (0.1%)
      25,000   Gold Reserve Corp. (Cost $0)        $    29
                                                   -------
<CAPTION>

    FACE
   AMOUNT
   (000)
- ------------
<C>           <S>                                  <C>
CONVERTIBLE BONDS (1.9%)
  CANADA (1.4%)
    $    400   Bema Gold Corp. 7.50%, 9/28/99          418
                                                   -------
  UNITED STATES (0.5%)
         250   Canyon Resources 6.00%, 6/01/98         170
                                                   -------
TOTAL CONVERTIBLE BONDS (Cost $684)                    588
                                                   -------
TOTAL FOREIGN AND US SECURITIES (97.8%)
(Cost $31,683)                                      30,270
                                                   -------
SHORT-TERM INVESTMENT (2.4%)
  REPURCHASE AGREEMENT (2.4%)
         743   U.S. Trust, 6.00%, dated 3/31/95,
                due 4/03/95, to be repurchased at
                $743, collateralized by $725
                Government National Mortgage
                Association, 9.50%-10.00%, due
                9/15/09-11/15/09, valued at $775
                (Cost $743)                            743
                                                   -------
TOTAL INVESTMENTS (100.2%) (Cost $32,426)           31,013
                                                   -------
OTHER ASSETS AND LIABILITIES (-0.2%)
  Other Assets                                          51
  Liabilities                                         (100)
                                                   -------
                                                       (49)
                                                   -------

NET ASSETS (100%)                                  $30,964
                                                   -------
                                                   -------
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE
PER SHARE
  Applicable to 3,357,860 outstanding $.001 par
  value shares (authorized 500,000,000 shares)     $  9.22
                                                   -------
                                                   -------
<FN>
- -------------
ADR -- American Depositary Receipt
</TABLE>

                                       2
<PAGE>
- --------------------------------------------------
OFFICERS AND DIRECTORS

Frederick B. Whittemore     James W. Grisham
  CHAIRMAN OF THE           VICE PRESIDENT
  BOARD                     Harold J. Schaaff, Jr.
Warren J. Olsen             VICE PRESIDENT
  PRESIDENT AND             Joseph P. Stadler
  DIRECTOR                  VICE PRESIDENT
John P. Britton             Valerie Y. Lewis
  DIRECTOR                  SECRETARY
George R. Bunn, Jr.         Karl Hartmann
  DIRECTOR                  ASSISTANT SECRETARY
A. MacDonald Caputo         Hilary D. Toole
  DIRECTOR                  ASSISTANT SECRETARY
Peter E. de Svastich        James R. Rooney
  DIRECTOR                  TREASURER
Gerard E. Jones             Timothy F. Osborne
  DIRECTOR                  ASSISTANT TREASURER

- ---------------------------------------------
INVESTMENT ADVISER AND ADMINISTRATOR
Morgan Stanley Asset Management Inc.
1221 Avenue of the Americas
New York, New York 10020
- ---------------------------------------------
CUSTODIANS
The United States Trust Company of New York
770 Broadway
New York, New York 10003

Morgan Stanley Trust Company
One Pierrepont Plaza
Brooklyn, New York 11210
- ---------------------------------------------
LEGAL COUNSEL
Morgan, Lewis & Bockius
2000 One Logan Square
Philadelphia, Pennsylvania 19103
- ---------------------------------------------
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP
1177 Avenue of the Americas
New York, New York 10036

- ---------------------------------------------
For current performance, current net asset value, or for assistance with your
account, please contact the Fund at (800) 548-7786. This report is authorized
for distribution only to shareholders and others who have received a copy of the
prospectus of Morgan Stanley Institutional Fund, Inc.

[LOGO] MORGAN STANLEY
       INSTITUTIONAL FUND, INC.
       P.O. Box 2798
       Boston, MA 02208-2798

[LOGO] MORGAN STANLEY
       INSTITUTIONAL FUND, INC.

                           JAPANESE EQUITY PORTFOLIO
                              FIRST QUARTER REPORT
                                 MARCH 31, 1995
<PAGE>
LETTER TO SHAREHOLDERS
- -------

The  investment objective of the Japanese  Equity Portfolio is to seek long-term
capital appreciation by  investing primarily  in equity  securities of  Japanese
issuers.  Equity securities  are defined  as common  and preferred  stocks, debt
securities convertible into common stock and common stock purchase warrants.

The total return of  the Portfolio for  the three month  period ended March  31,
1995,  was  -8.95%  as  compared  to  -2.13%  for  the  Morgan  Stanley  Capital
International (MSCI) Japan Index  during the same period.  The total return  for
the  period from inception  in April 1994  through March 31,  1995, was -10.50%,
compared to 0.21% for the MSCI Japan Index during the same period.

PERFORMANCE COMPARED TO THE MORGAN STANLEY CAPITAL INTERNATIONAL (MSCI) JAPAN
INDEX(1)

<TABLE>
<CAPTION>
                                     TOTAL RETURNS(2)
                                 ------------------------
                                                 SINCE
                                     YTD       INCEPTION
                                 -----------  -----------
<S>                              <C>          <C>
PORTFOLIO......................       -8.95%      -10.50%
INDEX..........................       -2.13         0.21
<FN>
- -------------
1.  The MSCI  Japan  Index is  an  unmanaged  index of  common  stocks  (assumes
    dividends reinvested).
2.  Total  returns for the Portfolio reflect  expenses waived and reimbursed, if
    applicable, by the  Adviser. Without  such waiver  and reimbursement,  total
    returns would be lower.
</TABLE>

PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE.

The year 1995 began trading with the first 4 trading days down, an unprecedented
occurrence  over the last 50  years. In retrospect, this  was an ominous sign of
events to come.  Since then  a series  of nightmares  became a  reality for  the
Japanese  equity market. First it was the  fall-out of the Mexican peso on world
markets and then the great Hanshin  earthquake followed by the scandals  related
to  the Tokyo Kyodo Bank. The Japanese public  outcry on the use of public funds
as a solution for non-performing loans began to grow when it was discovered that
the government announced Tokyo Kyodo was suspected of illicit dealings. For this
reason,  negative  sentiment  for  the  proposed  solution  for  Japanese  Banks
portfolios  appeared to  be ventilated  through further  sales of  securities by
investors of all classes. The  massive rally in the  yen beginning in March  was
initially  triggered by the  Mexican crisis and followed  by "flight to quality"
currencies such as the deutsche mark  and yen. However, the relaxed attitude  by
Japanese  authorities to stem  this rise further  propelled the yen  to all time
highs.

During the last quarter, the earthquake in Kobe temporarily lifted  construction
related  issues. The perceived positive effects of Sumitomo bank's write-off and
the Mitsubishi Bank/Bank of Tokyo  announced merger also boosted banking  stocks
for  a few days. Unfortunately, as a  result of the "nightmares" mentioned above
the market lacked energy for a sustainable rally and very quickly these  sectors
joined the next down-leg of the overall market.

Foreign  investors  who actively  purchased approximately  $40 billion  worth of
Japanese equities during 1994 on the assumption of an economic recovery in Japan
became less convinced of the magnitude  of this anticipated recovery as the  new
year  progressed. As we went from one disaster to another, repatriation of funds
accelerated to home markets and the notion of country risk associated with Japan
began to be magnified. Furthermore, U.S. equity and bond markets staged a strong
rally  during  this  period  and  global  funds  ear-marked  for   international
investments  found their weightings increased in the U.S. Japanese institutional
investors, on the other hand, aggressively increased their structural selling of
equities to  meet year  end balance  sheet requirements  and to  raise funds  to
offset  non-performing loans.  The supply-demand  situation was  bleak for these
reasons   and    taken    as    a   whole    a    significant    negative    for

                                       1
<PAGE>
Japanese  equities.  Despite the  catastrophic  earthquake the  Japanese economy
still showed signs of a  recovery and the Tankan  report released in March  also
confirmed  a  firmer  business  climate. Although  the  positive  results  of an
improving economy began to  emerge, spirits were  severely dampened by  multiple
domestic  problems of the yen, Barings, and the earthquake, and a perceived risk
premium began to  emerge in  equity valuations as  investors questioned  Japan's
ability to overcome these problems.

During  the 2nd quarter of  1995 we expect the equity  market to test the bottom
and begin looking "forward" by discounting the economic recovery which we  still
believe  will occur. Clearly, the key will be the foreign exchange markets. With
the unprecedented and rapid rise in the yen, Japanese authorities will be forced
to examine  and  critically dissect  the  reasons for  this  dramatic  increase.
Historically  Japan has managed to cope with various crises and adversity. While
the current  government seems  "unorganized", there  is a  growing voice  within
Japan,  the Keidanren and MITI to name  two, that are aggressively voicing their
dissatisfaction for the inactivity of the government. These groups are demanding
immediate action in the  form of market opening  measures, a discount rate  cut,
tax  cuts and additional stimulus packages.  It is now becoming strongly evident
to the Japanese that  domestic demand creation  must occur for  the yen to  stem
it's  rise. Perhaps a good example of the public dissatisfaction and the message
to the current government is the surprise victory by two "independents" who were
recently elected as governors  in Tokyo and Osaka.  These two are advocating  no
public  money intervention to  rescue Tokyo Kyodo  Bank and a  more sensible and
responsible government which should address the needs of the Japanese public. In
our opinion this  is a  very strong sign  of changes  to occur. We  feel as  the
perception  of  change  regarding Japan  takes  effect in  the  foreign exchange
markets the equity market will also be positively affected.

Japanese stocks fell during the first quarter under extremely disastrous events.
Equally, as  pressure is  eased on  the currency,  the market  should also  find
renewed buyers. The U.S. appears to be on course for a soft landing scenario and
we  believe that  rapid gains  from the  current levels  to 18,500  are possible
during the  2nd quarter.  Simply  stated, this  is  because the  market  dropped
precipitously  on unparalleled  bad news which  should be  already factored into
prices. If the discount rate  is lowered by 75  b.p., for example, the  dividend
yield  on equities will  be about the same  as the ODR and  this should begin to
attract Japanese retail investors. Above 18,500, however, unless  non-performing
loans  are addressed, there will likely be further "structured selling" by banks
to raise  cash  to  meet balance  sheet  requirements.  In summary,  as  the  Y$
(yen-dollar)  rate stabilizes  during the  quarter we  expect economic sensitive
sectors to benefit, where  we still remain  overweighted, and find  increasingly
compelling  valuations.  Beyond this  we believe  1995 will  be remembered  as a
significant year of change as  Japan critically and meaningfully addresses  both
trade and domestic structural problems.

- ----------
THE  COUNTRY SPECIFIC PERFORMANCE  RESULTS PROVIDED ARE AS  MEASURED BY THE MSCI
JAPAN INDEX AND ARE FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE  CONSTRUED
AS  A GUARANTEE OF THE PORTFOLIO'S FUTURE PERFORMANCE. PAST PERFORMANCE SHOWN IS
NOT PREDICTIVE OF FUTURE PERFORMANCE. INVESTMENT RETURN AND PRINCIPAL VALUE WILL
FLUCTUATE SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS
THAN THEIR ORIGINAL COST. PLEASE SEE THE PROSPECTUS FOR A DESCRIPTION OF CERTAIN
RISK CONSIDERATIONS ASSOCIATED WITH INTERNATIONAL INVESTING.

                                       2
<PAGE>
INVESTMENTS (UNAUDITED)
- ---------
MARCH 31, 1995
<TABLE>
<CAPTION>
                                                  VALUE
 SHARES                                           (000)
- ---------                                       ---------
<C>        <S>                                  <C>
COMMON STOCKS (96.2%)
  CAPITAL EQUIPMENT (23.1%)
   70,000   Amada Co., Ltd.                     $     742
   40,000   Daifuku                                   534
   60,000   Daikin Industries Ltd.                    512
   31,000   Fuji Machine Manufacturing Co.            867
   70,000   Kyudenko Co., Ltd.                        935
   80,000   Matsui Construction                       700
  120,000   Mitsubishi Heavy Industries Ltd.          861
   36,000   Nifco, Inc.                               531
   60,000   Ricoh Co., Ltd.                           562
   70,000   Taisei Corp., Ltd.                        455
  111,000   Teijin Seiki Co., Ltd.                    528
  100,000   Tsubakimoto Chain                         548
                                                ---------
                                                    7,775
                                                ---------
  CONSUMER GOODS (15.9%)
   11,400   FamilyMart Co.                            525
    9,000   Ito-Yokado Co., Ltd.                      445
   70,000   Japan Vilene Co., Ltd.                    484
   17,000   Nintendo Corp., Ltd.                    1,035
  130,000   Nissan Motor Co.                          991
   16,500   Sankyo Co., Ltd.                          380
  100,000   Suzuki Motor Co., Ltd.                  1,070
   20,000   Yamanouchi Pharmaceutical Co.             438
                                                ---------
                                                    5,368
                                                ---------
  ELECTRICAL & ELECTRONICS (24.7%)
   30,000   CMK                                       456
  115,000   Hitachi Ltd.                            1,192
    6,000   Kyocera Corp.                             446
   70,000   Matsushita Electric Industries
             Ltd.                                   1,128
   70,000   Mitsumi Electric Co., Ltd.              1,112
   90,000   NEC Corp.                                 963
   11,000   Sony Corp.                                551
   70,000   Stanley Electric Co.                      476
   20,000   TDK Corp.                                 933
  160,000   Toshiba Corp.                           1,085
                                                ---------
                                                    8,342
                                                ---------
  FINANCE (11.3%)
   40,000   Daiwa Securities Co., Ltd.                458
   44,000   Keihanshin Real Estate                    360

<CAPTION>
                                                  VALUE
 SHARES                                           (000)
- ---------                                       ---------
<C>        <S>                                  <C>
   60,000   Mitsubishi Estate Co., Ltd.         $     675
   60,000   Nichido Fire & Marine Insurance           484
   25,000   Nomura Securities Co.                     466
   46,000   Sumitomo Corp.'s Leasing Ltd.             334
   50,000   Sumitomo Marine & Fire Insurance          425
   95,000   Sumitomo Realty & Development             613
                                                ---------
                                                    3,815
                                                ---------
  MATERIALS (9.2%)
   50,000   Asahi Tec Corp.                           440
   90,000   Kaneka Corp.                              601
   95,000   Kansei Corp.                              768
   78,000   Okura Industrial Co., Ltd.                597
   60,000   Sekisui Chemical Co.                      712
                                                ---------
                                                    3,118
                                                ---------
  SERVICES (12.0%)
   20,000   Dai Nippon Printing Co., Ltd.             311
   45,000   Inabata & Co.                             326
   85,000   Nippon Konpo Unyu Soko                    794
   32,000   Nishio Rent All Co.                       884
   21,000   Sangetsu Co., Ltd.                        619
   10,000   Secom Co., Ltd.                           616
   75,000   Tokyu Corp.                               485
                                                ---------
                                                    4,035
                                                ---------
TOTAL COMMON STOCKS (Cost $34,345)                 32,453
                                                ---------
<CAPTION>
 AMOUNT
  (000)
- ---------
<C>        <S>                                  <C>
FOREIGN CURRENCY (0.0%)
 Y     11   Japanese Yen (Cost $0)                     --
                                                ---------
TOTAL INVESTMENTS (96.2%) (Cost $34,345)           32,453
                                                ---------
OTHER ASSETS AND LIABILITIES (3.8%)
  Other Assets                                      3,063
  Liabilities                                      (1,780)
                                                ---------
                                                    1,283
                                                ---------
NET ASSETS (100%)                               $  33,736
                                                ---------
                                                ---------
NET ASSET VALUE, OFFERING AND
REDEMPTION PRICE PER SHARE
  Applicable to 3,767,611 outstanding $.001
  par value shares (authorized 500,000,000
  shares)                                       $    8.95
                                                ---------
                                                ---------
</TABLE>

                                       3
<PAGE>
- --------------------------------------------------
OFFICERS AND DIRECTORS

Frederick B. Whittemore     James W. Grisham
  CHAIRMAN OF THE           VICE PRESIDENT
  BOARD                     Harold J. Schaaff, Jr.
Warren J. Olsen             VICE PRESIDENT
  PRESIDENT AND             Joseph P. Stadler
  DIRECTOR                  VICE PRESIDENT
John P. Britton             Valerie Y. Lewis
  DIRECTOR                  SECRETARY
George R. Bunn, Jr.         Karl Hartmann
  DIRECTOR                  ASSISTANT SECRETARY
A. MacDonald Caputo         Hilary D. Toole
  DIRECTOR                  ASSISTANT SECRETARY
Peter E. de Svastich        James R. Rooney
  DIRECTOR                  TREASURER
Gerard E. Jones             Timothy F. Osborne
  DIRECTOR                  ASSISTANT TREASURER

- ---------------------------------------------
INVESTMENT ADVISER AND ADMINISTRATOR
Morgan Stanley Asset Management Inc.
1221 Avenue of the Americas
New York, New York 10020
- ---------------------------------------------
CUSTODIANS
The United States Trust Company of New York
770 Broadway
New York, New York 10003

Morgan Stanley Trust Company
One Pierrepont Plaza
Brooklyn, New York 11210
- ---------------------------------------------
LEGAL COUNSEL
Morgan, Lewis & Bockius
2000 One Logan Square
Philadelphia, Pennsylvania 19103
- ---------------------------------------------
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP
1177 Avenue of the Americas
New York, New York 10036

- ---------------------------------------------
For current performance, current net asset value, or for assistance with your
account, please contact the Fund at (800) 548-7786. This report is authorized
for distribution only to shareholders and others who have received a copy of the
prospectus of Morgan Stanley Institutional Fund, Inc.

[LOGO] MORGAN STANLEY
       INSTITUTIONAL FUND, INC.
       P.O. Box 2798
       Boston, MA 02208-2798

[LOGO] MORGAN STANLEY
       INSTITUTIONAL FUND, INC.

                        EMERGING MARKETS DEBT PORTFOLIO
                              FIRST QUARTER REPORT
                                 MARCH 31, 1995
<PAGE>
LETTER TO SHAREHOLDERS
- -------

The  investment objective of  the Emerging Markets Debt  Portfolio is high total
return  through  investment   primarily  in  debt   securities  of   government,
government-related and corporate issuers located in emerging countries.

The  total return of  the Portfolio for  the three month  period ended March 31,
1995 was -14.35% as compared to -11.08% for the JP Morgan Emerging Markets  Bond
Index  for the same period.  The total return for  the twelve months ended March
31, 1995 and the average  annual total return for  the period from inception  in
February  1994 through March 31, 1995 for  the Portfolio was -8.38% and -23.26%,
respectively, as compared  to -11.18%  and -24.41%  for the  JP Morgan  Emerging
Markets Bond Index for the same periods.

PERFORMANCE COMPARED TO THE J.P. MORGAN EMERGING MARKETS BOND INDEX(1)

<TABLE>
<CAPTION>
                         TOTAL RETURNS(2)
              ---------------------------------------
                                          AVERAGE
                                        ANNUAL SINCE
                 YTD       ONE YEAR      INCEPTION
              ----------  -----------  --------------
<S>           <C>         <C>          <C>
PORTFOLIO...     -14.35%       -8.38%       -23.26%
INDEX.......     -11.08       -11.18        -24.41
<FN>
- -------------
1.  The  J.P.  Morgan Emerging  Markets Bond  Index is  a market  weighted index
    composed of  all Brady  bonds outstanding  and includes  Argentina,  Brazil,
    Bulgaria, Mexico, Nigeria, the Philippines, Poland and Venezuela.
2.  Total  returns for the Portfolio reflect  expenses waived and reimbursed, if
    applicable, by the  Adviser. Without  such waiver  and reimbursement,  total
    returns would be lower.
</TABLE>

PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE.

The  Mexican peso devaluation of December 20  set the tone for emerging debt and
equity markets in the new  year. The first quarter  saw violent swings in  Brady
bond prices in the developing countries.

The  Mexican financial crisis was brought  about by the combination of economic,
financial and political factors. An excessive reliance of short-term debt linked
to the U.S.  dollar, current account  deficits, an overvalued  exchange rate,  a
loose   monetary  policy,  political  and   social  tensions  and  a  mismanaged
devaluation produced a  financial crisis  in Mexico, leading  to withdrawals  by
foreign  investors and a run on the  country's foreign exchange reserves. A lack
of refinancing alternatives in a hostile external environment drove fixed income
and equity prices down as Mexico sought funds from its partners in Nafta and the
multilateral agencies in order to avoid rescheduling its liabilities.

Domestic political dynamics determined the price behavior of assets for much  of
the  quarter. President Clinton's  bold move to bypass  Congress by tapping into
the Exchange Stabilization Fund to provide Mexico with a potential US$20 billion
in credits and/or guarantees was a  turning point in the market's evaluation  of
potential  default risk. The market remained skeptical as the Mexican government
did not  announce specific  details  about their  revised economic  targets  and
measures  to stabilize their  economy in a  post-devaluation environment. It was
not until March 9, 1995 that a comprehensive new economic program was  unveiled.
March 9, 1995 also saw the low in the JP Morgan Emerging Markets Bond Index.

A  high  level of  systemic  risk in  the  market produced  high  volatility and
correlations across  all  emerging markets  countries.  The sell-off,  at  times
indiscriminate,  created  high  correlations thereby  reducing  the  benefits of
diversification in fund portfolios. Reactions to political and economic news and
events during periods of falling  liquidity caused price volatilities to  remain
at  the  high  end  of  their  ranges.  Constant  re-valuation  of  default risk
exacerbated by poor technical conditions (such as the need of broker/dealers  to
hedge  illiquid Eurobond and local currency debt with liquid Brady bonds and the
unwinding of  structured notes,  as prices  hit stop-loss  levels) caused  asset
prices  to decline  precipitously. We also  underestimated the  herd instinct of
non-dedicated emerging markets funds to  lighten up their positions in  emerging
markets.

MEXICO

Fears  of an unraveling of the economy and the financial system caused an exodus
of   funds   from   Mexican    assets.   Local   markets'   assets,    Eurobonds

                                       1
<PAGE>
and  Brady  bonds were  all hit.  Some  Mexican corporate  valuations approached
liquidation levels. Price  declines in the  Brady bonds were  about 30%. As  the
Mexican authorities struggled to put together a comprehensive economic plan, the
Peso became the barometer of sentiment. After the Peso had devalued by about 70%
in nominal terms within a few weeks, we felt it was appropriate to add positions
in  several types of Mexican assets: Brady bonds, sovereign Eurobonds, Tesebonos
at yields of  25 to  30% and  short-term Peso-denominated  paper (Cetes).  These
additions  brought our  Mexican holdings  at quarter  end to  almost 17%  of the
Portfolio.

BRAZIL

Brazil, the  best performing  country  in 1994,  disappointed greatly  in  1995.
Market  expectations of rapid constitutional reform facilitating deregulation of
the economy, fiscal reform  and faster privatization were  dashed as the  reform
process  got  bogged down  in  political gamesmanship  and  a perceived  lack of
visible leadership in  publicly shaping  the agenda  for reform.  The Real  Plan
succeeded  in bringing down  inflation but a  lack of progress  on fiscal reform
left the strong nominal exchange rate to bear too heavy a burden of  adjustment.
Deterioration  in the trade performance  in the first quarter,  on the back of a
booming economy forced the economic team  to rethink their strong exchange  rate
policy  and  a  confused  attempt  at  a  controlled  devaluation  added  to the
uncertainty in the market.

Revaluation of market  expectations regarding the  pace of reform  and a  market
adjustment  to slightly  higher inflation  and weaker  trade performance suggest
that asset  prices will  react positively  to any  incremental progress  in  the
reform  process. Brazil retains the top weighting  in our portfolio at 23%. Over
the coming quarters, we look for  a reversal in Brazil's first quarter  relative
underperformance.

ARGENTINA

Investors fearing a devaluation and/or sequestration of bank assets took capital
out  of the banking system and the country  on the heels of the Mexican debacle.
Although Argentina avoided the price declines in January, the straight jacket of
the Convertibility Plan brought  about a severe  contraction in domestic  credit
following the capital flight. High interest rates and the drying up of liquidity
forced  many  banks  and financial  institutions,  in a  overbanked  country, to
liquidate portfolios of  liquid securities.  Some were even  suspended from  the
clearing system and put into receivership. Finance Minister Cavallo attempted to
tackle  the problem by addressing the growing  deficit in the fiscal accounts by
cutting expenditure and raising revenues.

Price deflation,  improvements in  the  trade accounts,  an eventual  return  of
capital  into  the  system,  the  strengthening  of  the  political  position of
President Menem in his attempts to further reform the remaining static  elements
in  the Argentine system and a decisive election victory are long-term positives
for Argentina. Price recovery from default  levels has been swift and  Argentina
was the best performer in March.

We  added to our Argentine position during  the broad market collapse. At 16% of
the Portfolio, Argentina remains one of our top three weightings. We  anticipate
a  re-election of  President Menem  in May,  and a  continuation of  the market-
oriented policies under the leadership of Finance Minister Cavallo.

VENEZUELA

Venezuelan bonds  entered the  quarter  at already  high yields.  Its  perceived
insularity  from external shocks stemming from  a high level of foreign reserves
and its cash flows from the oil  sector attracted funds seeking refuge from  the
"tequila  effect." The domestic economy continues  to suffer from high inflation
and low growth  as the  government has  been unable  to resolve  the problem  of
excessive  liquidity  which arose  due  to the  bailout  of the  banking system.
Continued price  and  foreign  exchange controls  have  limited  investment  and
growth.  A lack of  progress on the  fiscal and monetary  fronts could result in
further unraveling of the economy. The Venezuelan position has been reduced over
the quarter as funds have been added into Argentina and Mexico.

                                       2
<PAGE>
OTHER

RUSSIAN Vnesheconombank loans have performed poorly  for most of the quarter  as
the  market remains  skeptical about  Russia's intentions  in moving  forward on
re-negotiating its  commercial  bank  debt.  Additionally,  President  Yeltsin's
weakened  commitment  to reforms  and  the cost  of  the Chechnya  conflict were
negative forces affecting market sentiment. On the positive side the IMF program
to stabilize the rouble and the domestic economy should introduce an element  of
discipline  into domestic economic policy formation and performance. Progress in
negotiations with official creditors and commercial banks should provide support
to prices in the next quarter.

MOROCCO Tranche A loans lost about 13% over the quarter. 1994 will prove to be a
hard act to follow  in terms of  economic performance. A  drought in 1995  could
result in lower growth, higher inflation and worsened foreign trade performance.
However,  continued progress in  privatization and a  relatively modest external
debt burden  should  permit  the  country to  fund  emergency  food  imports  to
alleviate  the supply shock. We had 9%  of the Portfolio in Morocco at quarter's
end and look to gradually reduce the position on the asset's strength.

ECUADOR is the latest entrant into the Brady club, having issued Brady bonds  on
February  28, 1995. Competent handling of  the exchange rate and monetary policy
at the time of the border conflict with Peru improved the markets perception  of
economic  policy  making  in the  country.  Decisive actions  to  restore fiscal
equilibrium aided by  buoyant oil  prices and  potential privatization  revenues
should  attract investment in their bonds. We expect PANAMA to be the next Brady
country, and anticipate bonds to be issued  before the end of 1995. We  continue
to hold 5% in Panamanian non-performing loans.

MARKET OUTLOOK

The first quarter crash has sobered both policy-makers and investors in emerging
markets.  The central lesson learned from December  20, 1994 was that the market
will exact a severe  penalty upon countries which  stray from prudent,  balanced
macroeconomic  policies.  We  are  impressed  with  the  steps  taken  by  other
countries, most notably Argentina, in immediate response to the Mexican  crisis.
We  believe the long-term fundamentals of  emerging markets are intact, the past
three months have instilled discipline, and valuations are most compelling.

- ------------

THE COUNTRY  SPECIFIC  PERFORMANCE RESULTS  PROVIDED  IN THIS  OVERVIEW  ARE  AS
MEASURED  BY THE IFC  GLOBAL INDEX AND  ARE FOR INFORMATIONAL  PURPOSES ONLY AND
SHOULD NOT BE CONSTRUED  AS A GUARANTEE OF  THE PORTFOLIO'S FUTURE  PERFORMANCE.
PAST  PERFORMANCE  SHOWN IS  NOT  PREDICTIVE OF  FUTURE  PERFORMANCE. INVESTMENT
RETURN AND PRINCIPAL  VALUE WILL FLUCTUATE  SO THAT AN  INVESTOR'S SHARES,  WHEN
REDEEMED,  MAY BE WORTH  MORE OR LESS  THAN THEIR ORIGINAL  COST. PLEASE SEE THE
PROSPECTUS FOR  A DESCRIPTION  OF CERTAIN  RISK CONSIDERATIONS  ASSOCIATED  WITH
INTERNATIONAL INVESTING.

                                       3
<PAGE>
INVESTMENTS (UNAUDITED)
- ----------
MARCH 31, 1995
<TABLE>
<CAPTION>
   FACE
  AMOUNT                                         VALUE
  (000)                                          (000)
- ----------                                     ---------
<C>         <S>                                <C>
DEBT INSTRUMENTS (97.1%)
  ALGERIA (1.1%)
    LOAN AGREEMENTS (1.1%)
$    5,788   Algeria Refinanced Loan
              Agreements, Tranche A,
              (Floating Rate), 8.313%,
              3/04/00                          $   1,592
                                               ---------
  ARGENTINA (16.2%)
    BONDS (16.2%)
$    3,000   Republic of Argentina Discount
              Bonds, (Floating Rate), 7.125%,
              3/31/23                              1,590
     4,500   Republic of Argentina Local
              Markets Trust, 13.375%, 8/15/01      3,139
    22,350   Republic of Argentina, Series L,
              (Floating Rate), 7.313%,
              3/31/05                             12,124
    16,050   Republic of Argentina Par Bonds,
              Series L, (Floating Rate)
              4.25%, 3/31/23                       6,621
                                               ---------
                                                  23,474
                                               ---------
  BRAZIL (22.8%)
    BONDS (22.8%)
$    1,600   Federative Republic of Brazil
              Debt Conversion Bonds, Series
              L, (Floating Rate), 6.75%,
              4/15/12                                704
    10,750   Federative Republic of Brazil EI
              Bonds, (Floating Rate), 6.688%,
              4/15/06                              5,456
     7,200   Federative Republic of Brazil
              New Money Bonds, Series L,
              (Floating Rate), 6.75%, 4/15/09      3,258
    19,000   Federative Republic of Brazil
              Par Bonds, Series YL3,
              (Floating Rate), 4.00%, 4/15/24      6,888
     3,750   Federative Republic of Brazil
              Par Bonds, Series YL4,
              (Floating Rate), 4.00%, 4/15/24      1,359
    41,295   Federative Republic of Brazil,
              Series C, (Floating Rate),
              4.00%, 4/15/14                      15,382
                                               ---------
                                                  33,047
                                               ---------

<CAPTION>

   FACE
  AMOUNT                                         VALUE
  (000)                                          (000)
- ----------                                     ---------
<C>         <S>                                <C>

  BULGARIA (3.0%)
    BONDS (3.0%)
$    1,700   Bulgaria Discount, Series A,
              "Euro", (Floating Rate),
              7.563%, 7/28/24                  $     727
     2,291   Bulgaria Discount, Series A,
              (Floating Rate), 6.0625%,
              7/28/24                                979
       762   Bulgaria Discount, Series B,
              (Floating Rate), 6.5625%,
              7/28/24                                325
     6,483   Bulgaria Interest Arrears Bonds,
              (Floating Rate), 6.0625%,
              7/28/11                              2,221
                                               ---------
                                                   4,252
                                               ---------
  ECUADOR (5.9%)
    BONDS (5.9%)
$   14,681   Republic of Ecuador Discount
              Bonds, (Floating Rate), 7.25%,
              2/28/25                              6,643
       845   Republic of Ecuador IE Bonds,
              (Floating Rate), 7.688%,
              12/21/04                               418
     6,407   Republic of Ecuador PDI Bonds,
              (Floating Rate), 7.25%, 2/27/15      1,474
                                               ---------
                                                   8,535
                                               ---------
  MEXICO (16.6%)
    LOAN AGREEMENTS (3.3%)
$    8,664   United Mexican States Old New
              Money Loans, (Floating Rate),
              7.125% - 7.625%, 7/26/06             4,700
                                               ---------
    BILLS (11.9%)
             MEXICAN CETES
    11,282    Zero Coupon, 5/25/95                 1,484
    11,202    Zero Coupon, 6/01/95                 1,453
    12,860    Zero Coupon, 6/15/95                 1,625
     5,872    Zero Coupon, 7/06/95                   714
    16,163    Zero Coupon, 8/17/95                 1,822
    13,125    Zero Coupon, 8/24/95                 1,467
     5,513    Zero Coupon, 8/31/95                   609
     6,426    Zero Coupon, 9/07/95                   702
     7,298    Zero Coupon, 2/22/96                   628
</TABLE>

                                       4
<PAGE>
<TABLE>
<CAPTION>
   FACE
  AMOUNT                                         VALUE
  (000)                                          (000)
- ----------                                     ---------
<C>         <S>                                <C>
  MEXICO (CONTINUED)
$    7,058   Mexican Tesobonos, Series E,
              Zero Coupon, 5/04/95             $   6,845
                                               ---------
    BONDS (1.4%)                                  17,349
                                               ---------
     4,000   Petro Mexicanos, 8.625%,
              12/01/23                             1,980
                                               ---------
                                                  24,029
                                               ---------
  MOROCCO (8.9%)
    LOAN AGREEMENTS (8.9%)
$   22,000   Morocco Restructuring and
              Consolidating Agreement,
              Tranche A, (Floating Rate),
              7.375%, 1/01/09 (Participation:
              Chase Manhattan Bank, JP
              Morgan, Lehman Brothers,
              Goldman Sachs, Salomon
              Brothers)                           12,870
                                               ---------
  NIGERIA (1.8%)
    BONDS (1.8%)
$    7,000   Central Bank of Nigeria Par
              Bonds, (Floating Rate), 6.25%,
              11/15/20 (Including 7,000
              Warrants)                            2,678
                                               ---------
  PANAMA (4.8%)
    LOAN AGREEMENTS (4.8%)
$    9,929   Republic of Panama Refinanced
              Loan Agreement, (Floating Rate)      3,922
     7,800   Republic of Panama
              Unrestructured Loans, (Floating
              Rate)                                3,081
                                               ---------
                                                   7,003
                                               ---------
  POLAND (1.2%)
    BONDS (1.2%)
$    4,170   Republic of Poland Interest
              Arrears PDI Bonds, 3.25%,
              10/27/14                             1,678
                                               ---------
  RUSSIA (4.8%)
    LOAN AGREEMENTS (4.8%)
$   13,000   Bank for Foreign Economic
              Affairs, (Floating Rate)             2,958
     9,000   Bank for Foreign Economic
              Affairs, Tranche A, (Floating
              Rate)                                2,048
     3,293   Bank for Foreign Economic
              Affairs, Tranche B, (Floating
              Rate)                                  749

<CAPTION>
   FACE
  AMOUNT                                         VALUE
  (000)                                          (000)
- ----------                                     ---------
<C>         <S>                                <C>
$    2,964   Bank for Foreign Economic
              Affairs, Tranche C, (Floating
              Rate)                            $     674
     1,500   Bank for Foreign Economic
              Affairs, Tranche D, (Floating
              Rate)                                  341
       443   Bank for Foreign Economic
              Affairs, Tranche E, (Floating
              Rate)                                  101
       300   Bank for Foreign Economic
              Affairs, Tranche F, (Floating
              Rate)                                   68
                                               ---------
                                                   6,939
                                               ---------
  VENEZUELA (10.0%)
    BONDS (10.0%)
$   29,000   Republic of Venezuela Debt
              Conversion Bonds, Series DL,
              (Floating Rate), 7.688%,
              12/18/07                            12,253
       250   Republic of Venezuela Front
              Loaded Interest Reduction
              Bonds, Series A, (Floating
              Rate), 7.3125%, 3/31/07                106
     5,000   Republic of Venezuela Front
              Loaded Interest Reduction
              Bonds, Series B, (Floating
              Rate), 7.3125%, 3/31/07              2,125
                                               ---------
                                                  14,484
                                               ---------
TOTAL DEBT INSTRUMENTS (Cost $162,314)           140,581
                                               ---------
SHORT-TERM INVESTMENTS (8.3%)
  U.S. GOVERNMENT AND AGENCY OBLIGATIONS (3.1%)
$    4,600   Federal National Mortgage
              Association, Discount Notes,
              4/17/95                              4,588
                                               ---------
  REPURCHASE AGREEMENT (5.2%)
     7,508   Goldman Sachs, 6.05%, dated
              3/31/95, due 4/03/95, to be
              repurchased at $7,512,
              collateralized by $7,565 U.S.
              Treasury Notes, 8.375%, due
              8/15/00, valued at $7,706            7,508
                                               ---------
TOTAL SHORT-TERM INVESTMENTS (Cost $12,096)       12,096
                                               ---------
  FOREIGN CURRENCY (0.1%)
  Y      5   Japanese Yen                             --
   MXP 741   Mexican Peso                            109
                                               ---------
TOTAL FOREIGN CURRENCY (Cost $99)                    109
                                               ---------
TOTAL INVESTMENTS (105.5%) (Cost $174,509)       152,786
                                               ---------
</TABLE>

                                       5
<PAGE>
<TABLE>
<CAPTION>
                                                 VALUE
                                                 (000)
                                               ---------
OTHER ASSETS AND LIABILITIES (-5.5%)
<C>         <S>                                <C>
  Other Assets                                 $  23,002
  Liabilities                                    (30,965)
                                               ---------
                                                  (7,963)
                                               ---------
NET ASSETS (100%)                              $ 144,823
                                               ---------
                                               ---------
NET ASSET VALUE, OFFERING AND
REDEMPTION PRICE PER SHARE
  Applicable to 20,856,674 outstanding $.001
  par value shares (authorized 500,000,000
  shares)                                      $    6.94
                                               ---------
                                               ---------
  <FN>

  ---------------
  Y    -- Japanese Yen
  MXP -- Mexican Peso

  Floating Rate Securities. The interest rate changes on these instruments are
  based on changes in a designated base rate. The rates shown are those in
  effect on March 31, 1995.
</TABLE>

                                       6
<PAGE>
- --------------------------------------------------
OFFICERS AND DIRECTORS

Frederick B. Whittemore     James W. Grisham
  CHAIRMAN OF THE           VICE PRESIDENT
  BOARD                     Harold J. Schaaff, Jr.
Warren J. Olsen             VICE PRESIDENT
  PRESIDENT AND             Joseph P. Stadler
  DIRECTOR                  VICE PRESIDENT
John P. Britton             Valerie Y. Lewis
  DIRECTOR                  SECRETARY
George R. Bunn, Jr.         Karl Hartmann
  DIRECTOR                  ASSISTANT SECRETARY
A. MacDonald Caputo         Hilary D. Toole
  DIRECTOR                  ASSISTANT SECRETARY
Peter E. de Svastich        James R. Rooney
  DIRECTOR                  TREASURER
Gerard E. Jones             Timothy F. Osborne
  DIRECTOR                  ASSISTANT TREASURER

- ---------------------------------------------
INVESTMENT ADVISER AND ADMINISTRATOR
Morgan Stanley Asset Management Inc.
1221 Avenue of the Americas
New York, New York 10020
- ---------------------------------------------
CUSTODIANS
The United States Trust Company of New York
770 Broadway
New York, New York 10003

Morgan Stanley Trust Company
One Pierrepont Plaza
Brooklyn, New York 11210
- ---------------------------------------------
LEGAL COUNSEL
Morgan, Lewis & Bockius
2000 One Logan Square
Philadelphia, Pennsylvania 19103
- ---------------------------------------------
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP
1177 Avenue of the Americas
New York, New York 10036

- ---------------------------------------------
For current performance, current net asset value, or for assistance with your
account, please contact the Fund at (800) 548-7786. This report is authorized
for distribution only to shareholders and others who have received a copy of the
prospectus of Morgan Stanley Institutional Fund, Inc.

[LOGO] MORGAN STANLEY
       INSTITUTIONAL FUND, INC.
       P.O. Box 2798
       Boston, MA 02208-2798

[LOGO] MORGAN STANLEY
       INSTITUTIONAL FUND, INC.

                            MUNICIPAL BOND PORTFOLIO
                              FIRST QUARTER REPORT
                                 MARCH 31, 1995
<PAGE>
LETTER TO SHAREHOLDERS
- -------

The  Municipal  Bond Portfolio  commenced operations  on  January 18,  1995. The
Portfolio seeks high  current income consistent  with preservation of  principal
through  investment  in a  portfolio  consisting primarily  of  intermediate and
long-term investment  grade  Municipal Obligations,  the  interest on  which  is
exempt from Federal income tax.

The  total return of the Portfolio for  the period from inception on January 18,
1995 through March 31, 1995 was 2.20% as compared to 3.31% for the Lehman Seven-
Year Municipal Bond Index for the same period.

PERFORMANCE COMPARED TO THE LEHMAN 7YR MUNICIPAL BOND INDEX(1)

<TABLE>
<CAPTION>
                                              TOTAL RETURNS(2)
                                             -------------------
                                               SINCE INCEPTION
                                             -------------------
<S>                                          <C>
PORTFOLIO..................................            2.20%
INDEX......................................            3.31%
<FN>
- -------------

1.  The Lehman 7yr Municipal Bond Index consists of investment grade bonds  with
    maturities  between 6-8 years,  rated B, AA  or better. All  bonds have been
    taken from deals done within the last 5 years, of $50 million or larger.

2.  Total returns for the Portfolio  reflect expenses waived and reimbursed,  if
    applicable,  by the  Adviser. Without  such waiver  and reimbursement, total
    returns would be lower.
</TABLE>

PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE.

The U.S. fixed income markets staged a strong rally during the first quarter  of
1995,  rebounding significantly  from the  lows seen  during the  4th quarter of
1994. While a  combination of  factors contributed to  this strong  performance,
three  were probably most important. These were  indications of a slower rate of
growth in the economy, changing perceptions among market participants about  the
prospects  for future  Federal Reserve tightenings  of monetary  policy, and the
need for investors to put to work  large cash positions that had accumulated  in
the  portfolios.  Against  this backdrop  of  very strong  domestic  bond market
performance was the behavior of the U.S. dollar, which set new lows against  the
German mark and Japanese yen over the quarter.

Entering  1995, market expectations were generally  for a continuation of strong
economic growth, further tightening by the Federal Reserve, and rising  interest
rates,  as had occurred in 1994. While the  Fed did indeed tighten at the end of
January, increasing both  the Federal  Funds Rate and  the Discount  Rate by  50
basis points, subsequent economic releases suggested that higher rates had begun
to have an effect in slowing the economy. More important, perhaps, comments made
by  Federal Reserve  Chairman Greenspan  in February,  as well  as by  other Fed
members, led many market participants to  conclude that the Fed itself  believed
it  had successfully engineered a  "soft landing" for the  economy. As a result,
many concluded  that the  Fed  was near  the end  of  its tightenings  for  this
interest rate cycle.

In the municipal bond market, this significant change in investor psychology led
to  strong demand from individuals  in the 1-5 year  range and from property and
casualty insurance companies in  the 10-15 year  range. Tax-exempt mutual  funds
saw  cash positions start to build up  from January 1 coupon payments, calls and
maturities, and redemption activity, which was  heavy during the 4th quarter  of
1994,  subsided, and subscriptions started to reappear. This demand was met with
a limited amount of new issue supply; new issue supply during the first  quarter
totaled  $27.6 billion, a 46% decrease from  1994's first quarter. We expect new
issuance levels to remain low as long as reducing taxes and curtailing  spending
are the prevalent themes in statehouses across the country.

The   Portfolio  is  invested  in  very  high  credit  quality  bonds,  with  an
overweighting in premium  coupon pre-refunded bonds  ("Pre-re's") with short  to
intermediate  maturities.  Pre-re's  are  AAA rated  securities  that  have been
escrowed in U.S. Treasuries and generally have maturities in the 1-7 year range.
As the outstanding  supply of Pre-re's  continues to shrink  and new  refundings
remain virtually non-existent, the relative value of outstanding Pre-re's should
continue  to appreciate. The majority of  the Portfolio's other holdings include
state general  obligation and  state  agency bonds.  With many  high-tax  states
looking  to  cut  personal income  tax  rates,  we expect  most  states  to keep
borrowings to a minimal level to control annual debt service payments. The  high
ratings and state income tax advantage for individuals should keep demand up for
this  type  of bond.  The Portfolio  is defensively  positioned with  an average
maturity of 5 1/2 years and a weighted average duration of 4 years.

Municipal bonds  are currently  trading at  historically expensive  levels as  a
percentage of U.S. Treasury yields.

                                       1
<PAGE>
Most of this "richness" can be attributed to the low level of new municipal bond
issuance.  Various  factors  in  the  future  could  have  an  impact  on  these
Municipal/Treasury yield ratios.  These include: a  more balanced  supply/demand
scenario  in  the  municipal  market,  the  outcome  of  current  proposals  for
overhauling the U.S. income tax system (including the flat tax proposal), and  a
sharp  decline in  the prices  of U.S.  Treasury securities  which would  have a
larger impact on the municipal market. We feel municipal are very expensive  and
the  expectation  for further  tightening is  limited. We  expect the  ratios to
remain at current levels or more likely cheapen up as market participants  focus
on the extremely tight levels and take some profits.

While  economic growth may be  moderating and the pace  of Fed tightening may be
slowing, we do  not anticipate  extending portfolio duration  in the  near-term.
Current  interest  rate levels  appear  already to  discount  a slowdown  in the
economy, and absent Fed easing, which we do not expect any time soon, we do  not
see  much room  for rates to  rally. To the  extent the market  does not receive
continued confirmation of the slowdown scenario, it is vulnerable to a  setback.
We  will continue  our focus on  the high  quality sector of  the municipal bond
market and will eventually look to extend the duration of the Portfolio.

- ------------
THE PERFORMANCE RESULTS PROVIDED  ARE FOR INFORMATION  PURPOSES ONLY AND  SHOULD
NOT  BE CONSTRUED  AS A  GUARANTEE OF  THE PORTFOLIO'S  FUTURE PERFORMANCE. PAST
PERFORMANCE SHOWN IS NOT PREDICTIVE OF FUTURE PERFORMANCE. INVESTMENT RETURN AND
PRINCIPAL VALUE WILL FLUCTUATE SO THAT  AN INVESTOR'S SHARES, WHEN REDEEMED  MAY
BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST.

                                       2
<PAGE>
INVESTMENTS (UNAUDITED)
- ----------

MARCH 31, 1995
<TABLE>
<CAPTION>
   FACE
  AMOUNT                                                 VALUE
  (000)                                                  (000)
- ----------                                           ---------
<C>         <S>                                      <C>
TAX-EXEMPT INSTRUMENTS (100.8%)
   DAILY VARIABLE RATE BONDS (16.1%)
 $   1,000   Birmingham, Alabama, Medical Clinic
              Board Revenue, University of Alabama
              Hospital Services Fund, 4.50%,
              12/01/26                               $   1,000
     1,000   Hapeville, Georgia, Industrial
              Development Authority, Series 85,
              4.60%, 11/01/15                            1,000
     1,500   Hurley, New Mexico, Pollution Control
              Revenue Bonds, 4.55%, 12/01/15             1,500
       400   Louisiana Public Facilities Authority,
              Industrial Development, Kenner Hotel
              Series, 4.60%, 12/01/15                      400
       100   Maricopa County, Arizona, Pollution
              Control Revenue, Series B, 4.55%,
              5/01/29                                      100
     1,000   New York City, New York, Water Finance
              Authority, Water and Sewer System
              Revenue, Series 94C, 4.60%, 6/15/22        1,000
     1,000   Pennsylvania State Higher Educational
              Facilities Authority, Colleges &
              Universities Revenue Bonds, 4.45%,
              10/01/09                                   1,000
     1,300   Valdez, Alaska, Marine Terminal
              Authority, Exxon, Series 85, 4.55%,
              10/01/25                                   1,300
                                                     ---------
TOTAL DAILY VARIABLE RATE BONDS                          7,300
                                                     ---------
   FIXED RATE INSTRUMENTS (84.7%)
     2,000   Connecticut State Special Obligation,
              Tax Revenue Bonds,
              Transportation 6.50%, 7/01/09,
              Prerefunded 7/01/99 at 102                 2,153
     1,000   De Kalb County, Georgia General
              Obligation Bonds, 7.30%, 1/01/00,
              Prerefunded 1/01/97 at 102                 1,062
     1,000   De Kalb County, Georgia, Water & Sewer
              Revenue Bonds 7.00%, 10/01/06              1,067
     1,120   Fairfax County, Virginia, Water
              Authority, Water Revenue Bonds,
              6.13%, 1/01/29,
              Prerefunded 1/01/00 at 100                 1,174
     1,000   Georgia State, General Obligation
              Bonds, Series E, 6.75%, 12/01/02           1,110

<CAPTION>
   FACE
  AMOUNT                                                 VALUE
  (000)                                                  (000)
- ----------                                           ---------
<C>         <S>                                      <C>

 $     500   Hawaii State, General Obligation
              Bonds, Series BS, 6.70%, 9/01/97       $     522
     1,000   Hawaii State, General Obligation
              Bonds, Series CJ, 6.20%, 1/01/12           1,022
     1,000   Howard County, Maryland, Consolidated
              Public Improvement General Obligation
              Bonds, Series A, 7.20%, 8/01/03,
              Prerefunded 8/01/96 at 102                 1,054
     1,500   Intermountain Power Agency, Utah,
              Power Supply Revenue Bonds, Series D,
              8.38%, 7/01/12                             1,637
     1,000   Kentucky State Housing Corp. Revenue
              Bonds, Series A, 6.00%, 7/01/10            1,007
     1,155   Maryland State Department of
              Transportation, Construction Revenue
              Bonds, Second Issue, 6.80%, 11/01/05,
              Prerefunded 11/01/99 at 102                1,262
     1,000   Massachusetts State Consolidated Loan,
              Series A, 7.50%, 3/01/03                   1,110
     1,500   Massachusetts State Consolidated Loan,
              Series A, 7.63%, 6/01/08,
              Prerefunded 6/01/01 at 102                 1,719
     1,625   Michigan State Housing Development
              Authority Revenue Bonds, Series A,
              6.75%, 12/01/14                            1,676
     1,500   Minnesota State General Obligation
              Bonds, 7.00%, 8/01/99,
              Prerefunded 8/01/96 at 100                 1,550
     1,400   Mississippi State General Obligation
              Bonds, 6.00%, 2/01/09                      1,433
     1,475   Montana State General Obligation
              Bonds, Long Range Building Program,
              Series C, 6.00%, 8/01/13                   1,502
     1,500   Municipal Assistance Corp. for City of
              New York, New York, Refunding Revenue
              Bonds, Series 56, 7.90%, 7/01/98,
              Prerefunded 7/01/96 at 102                 1,593
     1,050   Northern California Power Agency,
              Public Power Refunding Revenue Bonds,
              Hydro Electric Project 8.00%,
              7/01/13,
              Prerefunded 7/01/96 at 102                 1,114
     1,500   North Little Rock, Arkansas, Electric
              Revenue Refunding Bonds, Murray Lock
              & Dam Hydro, 7.40%, 7/01/15,
              Prerefunded 7/01/96 at 102                 1,582
       500   Ohio State General Obligation Bonds,
              6.20%, 8/01/12                               520
</TABLE>

                                       3
<PAGE>
<TABLE>
<CAPTION>
   FACE
  AMOUNT                                                 VALUE
  (000)                                                  (000)
- ----------                                           ---------
<C>         <S>                                      <C>
   FIXED RATE INSTRUMENTS (CONTINUED)
 $   1,000   Ohio State Housing Finance Agency,
              Residential Mortgage Revenue Bonds,
              Series A-1, 6.20%, 9/01/14             $   1,009
     1,400   Rhode Island Depositors Economic
              Protection Corp., Special Obligation
              Revenue Bonds, Series A, 7.25%,
              8/01/21,
              Prerefunded 8/01/96 at 102                 1,475
     1,000   Sacramento, California, Municipal
              Utility District, Electric Revenue
              Bonds, Series Q, 7.50%, 5/01/16,
              Prerefunded 5/01/96 at 102                 1,052
     1,350   San Antonio, Texas General Obligation
              Bonds, 6.50%, 8/01/14                      1,405
     1,000   Santa Clara Valley, California Water
              District, Water Revenue Bonds, 5.75%,
              6/01/04,
              Prerefunded 6/01/96 at 100                 1,016
     1,000   Virginia Beach, Virginia General
              Obligation Bonds, 6.00%, 9/01/10           1,022
       500   Virginia State Housing Development
              Authority, Commonwealth Mortgage
              Revenue Bonds, Series B, 6.60%,
              1/01/12                                      513
     1,000   Virginia State Housing Development
              Authority, Commonwealth Mortgage
              Revenue Bonds, Series B, 6.65%,
              1/01/13                                    1,025
     1,500   Washington State General Obligation
              Bonds, Series 86-D, 8.00%, 9/01/09,
              Prerefunded 9/01/96 at 100                 1,571
     1,350   Wisconsin State General Obligation
              Bonds, 6.00%, 5/01/02                      1,414
                                                     ---------
TOTAL FIXED RATE INSTRUMENTS                            38,371
                                                     ---------
 TOTAL TAX-EXEMPT INSTRUMENTS (100.8%)
   (Cost $45,067)                                       45,671
                                                     ---------
 TOTAL INVESTMENTS (100.8%)   (Cost $45,067)            45,671
                                                     ---------
<CAPTION>

                                                         VALUE
                                                         (000)
                                                     ---------
<C>         <S>                                      <C>

 OTHER ASSETS AND LIABILITIES (-0.8%)
  Other Assets                                       $     684
  Liabilities                                           (1,063)
                                                     ---------
                                                          (379)
                                                     ---------
NET ASSETS (100%)                                    $  45,292
                                                     ---------
                                                     ---------
 NET ASSET VALUE, OFFERING AND
 REDEMPTION PRICE PER SHARE
  Applicable to 4,448,146 outstanding $.001 par
  value shares (authorized 500,000,000 shares)       $   10.18
                                                     ---------
                                                     ---------
<FN>
- -------------
Variable/Floating Rate Instruments. The interest rate changes on these
instruments are based upon a designated base rate. These instruments are payable
on demand and are secured by a letter of credit or other support agreements.
Maturity dates disclosed for Variable/Floating Rate Instruments are the ultimate
maturity dates. The effective maturity dates for such securities are the next
interest reset dates which are seven days or less.

Prerefunded Bonds. Outstanding bonds have been refunded to the first call date
(prerefunded date) by the issuance of new bonds. Principal and interest are paid
from monies escrowed in U.S. Treasury securities. Prerefunded bonds are
generally re-rated AAA due to the U.S. Treasury escrow.
</TABLE>

                                       4
<PAGE>
- --------------------------------------------------
OFFICERS AND DIRECTORS

Frederick B. Whittemore     James W. Grisham
  CHAIRMAN OF THE           VICE PRESIDENT
  BOARD                     Harold J. Schaaff, Jr.
Warren J. Olsen             VICE PRESIDENT
  PRESIDENT AND             Joseph P. Stadler
  DIRECTOR                  VICE PRESIDENT
John P. Britton             Valerie Y. Lewis
  DIRECTOR                  SECRETARY
George R. Bunn, Jr.         Karl Hartmann
  DIRECTOR                  ASSISTANT SECRETARY
A. MacDonald Caputo         Hilary D. Toole
  DIRECTOR                  ASSISTANT SECRETARY
Peter E. de Svastich        James R. Rooney
  DIRECTOR                  TREASURER
Gerard E. Jones             Timothy F. Osborne
  DIRECTOR                  ASSISTANT TREASURER

- ---------------------------------------------
INVESTMENT ADVISER AND ADMINISTRATOR
Morgan Stanley Asset Management Inc.
1221 Avenue of the Americas
New York, New York 10020
- ---------------------------------------------
CUSTODIANS
The United States Trust Company of New York
770 Broadway
New York, New York 10003

Morgan Stanley Trust Company
One Pierrepont Plaza
Brooklyn, New York 11210
- ---------------------------------------------
LEGAL COUNSEL
Morgan, Lewis & Bockius
2000 One Logan Square
Philadelphia, Pennsylvania 19103
- ---------------------------------------------
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP
1177 Avenue of the Americas
New York, New York 10036

- ---------------------------------------------
For current performance, current net asset value, or for assistance with your
account, please contact the Fund at (800) 548-7786. This report is authorized
for distribution only to shareholders and others who have received a copy of the
prospectus of Morgan Stanley Institutional Fund, Inc.

[LOGO] MORGAN STANLEY
       INSTITUTIONAL FUND, INC.
       P.O. Box 2798
       Boston, MA 02208-2798

[LOGO] MORGAN STANLEY
       INSTITUTIONAL FUND, INC.

                            LATIN AMERICAN PORTFOLIO
                              FIRST QUARTER REPORT
                                 MARCH 31, 1995
<PAGE>
LETTER TO SHAREHOLDERS
- -------

The  investment objective of  the Latin American  Portfolio is long-term capital
appreciation through investment primarily in equity securities of Latin American
issuers. The Portfolio may also invest  in debt securities issued or  guaranteed
by a Latin American government or governmental entity.

For  the period from inception  on January 18, 1995  through March 31, 1995, the
total return of the Portfolio was -27.40% versus -23.20% for the Morgan  Stanley
Capital International Latin America Global Index (MSCI Index). The MSCI Index is
a  broad-based  market cap  weighted composite  index covering  at least  60% of
markets in Mexico, Argentina, Brazil, Chile, Colombia, Peru and Venezuela.

The selling panic that began  in the last two weeks  of 1994 in response to  the
Mexican  currency crisis continued  during the quarter  as investors feared that
other countries in the region, despite significant fundamental differences, were
vulnerable to  a Mexico-style  crisis. Although  the Portfolio  was  underweight
Mexico  for the  period, Brazil  and Argentina,  two of  the Portfolio's largest
overweights, were  hit hard  both  by domestic  factors  and the  Mexico  ripple
effect.  At the same time the Portfolio  was hurt by its underweight position in
Chile which, despite its high valuations,  declined the least in the region  due
to  the stability  of its  economy and  the insulating  effect of  the country's
restrictions on foreign investment.

Over the first  quarter, the  MSCI Index  for Brazil  decreased 31.3  % in  U.S.
dollars.  The  decline  was driven  by  concern  about political  delays  in the
constitutional reform process  and by  reversal of the  country's trade  balance
from a surplus to a deficit.

Although  Cardoso's Plan Real has  successfully stabilized the Brazilian economy
and brought about inflation control, there is significant opposition to the pace
and  manner  in   which  structural   reforms  are  being   introduced  by   the
administration.  During the quarter, Congress  handed Cardoso procedural defeats
on social security reform. While this  is a secondary issue, Congress wanted  to
send the message that the major reforms will need to be negotiated. In response,
the   administration  has   shifted  to   a  strategy   implementing  the  least
controversial   amendments,   while   negotiating   privatization   and   fiscal
restructuring,  the  most  significant  reforms, behind  the  scenes.  We expect
progress on privatization and fiscal  reform to proceed steadily, albeit  slowly
and  with a  low degree  of visibility.  As a  result, we  expect the  market to
continue to be highly sensitive to political developments.

On  the   economic  front,   the   success  of   the   Plan  Real   produced   a
post-stabilization  increase in domestic  demand which has  led to concerns that
inflation could re-ignite. This possibility  of resurgent inflation remains  the
major risk in the market. With the decline in inflation, the purchasing power of
the  poorest segments of society increased dramatically leading to a consumption
boom despite high interest  rates and consumer credit  restrictions. Due to  the
high  real  rates,  capital inflows  and  Cardoso's monetary  policy,  the real,
Brazil's currency, appreciated against  the dollar, further increasing  consumer
purchasing  power. As  a result, imports  surged, exports  declined and Brazil's
trade surplus turned to  a deficit. This  shift in the  balance of payments  was
exacerbated  as investors  grew concerned  over the  current account  deficit in
light of the  Mexican experience. The  government has taken  steps to  alleviate
these  pressures.  Nevertheless, we  view Brazil's  finances as  inherently more
stable due to the  country's high foreign exchange  reserves, low level of  debt
and low level of foreign investors in the market.

                                       1
<PAGE>
We  expect outperformance of the  stock market as Cardoso  makes progress on the
political front and as global  investors distinguish between Brazil's  financial
position  and that of Mexico prior to its crisis. Thus, the Portfolio expects to
continue overweighting Brazilian equities throughout 1995.

The Mexican market's first quarter plunge of 42.8% in U.S. dollars (comprising a
22% decline in the Bolsa and a 20% drop in the value of the peso) was driven  by
a  general crisis  of confidence  regarding economic  and political  concerns. A
currency crisis, sparked by the  devaluation of the peso  at the close of  1994,
developed  into a liquidity  squeeze as investors  refused to roll-over maturing
debt of both  sovereign and private  sector borrowers. Due  to excessively  high
levels  of short-term  debt at  both the country  and company  level, the market
sold-off indiscriminately on concerns that the liquidity problems could  produce
a systemic solvency crisis as in the early 1980's.

Although  the Zedillo administration handled  the devaluation poorly, the policy
action is a positive development from a fundamental, long-term perspective.  The
weaker peso makes Mexico more competitive globally and will hasten the country's
transition to an export-driven economy. The key issue is how long the adjustment
period will be. In the near-term we expect a deep recession as the stabilization
program,  based on orthodox fiscal and monetary policy, imposes strict austerity
on the country. Zedillo's democratic reforms have led to increased participation
in government of the  PAN, the dominant opposition  party, which holds  orthodox
economic views similar to those of the President. Thus, as the two major parties
in  Mexico are behind the  program, we expect disciplined  adherence in spite of
potential political turbulence.

By the end of the first quarter, a small, but promising trade surplus  indicated
a  positive outlook  for the program.  By the  close of the  quarter, the market
began to recover as: 1) a U.S.-led international support effort provided funding
for maturing sovereign  debt; 2)  political developments  increased Mexican  and
international confidence in President Zedillo's ability to govern and commitment
to  political reform; 3) the Mexican  government's economic program showed early
progress  towards  correcting  the  trade  imbalances  which  had  led  to   the
devaluation;  4) buyers  were attracted  to equities  selling at  distress level
valuations.

Mexico is not yet out of the woods either politically or economically;  however,
the  fundamentals  are  improving, valuations  are  low and  sentiment  is still
negative. Thus, we are increasing positions  in selected companies on the  basis
of attractive valuations.

The  MSCI Index  for Argentina  decreased 10.4%  in U.S.  dollars for  the first
quarter. Unlike  Brazil,  Argentina's fundamentals  have  been affected  by  the
capital  outflows from Latin America due to  its currency peg to the dollar. The
central bank has responded to the crisis  by raising interest rates at the  cost
of  slowing the economy. In addition, the economy withstood a run on the banking
system as depositors grew concerned over the risk of systemic failures. The  key
event for the second quarter will be the presidential election in May. We expect
reelection  of President Menem and continuity of the Argentine economic program.
While we  expect a  period of  slow GDP  growth and,  perhaps a  recession,  the
Portfolio will add selected stocks as valuations reach attractive levels.

The Chilean market fell 6.2% in the first quarter. The market was insulated from
the Latin America sell-off due to both the country's strong fundamentals and its
restrictions  on  capital  repatriation  by  foreigners.  Despite  Chile's solid
fundamentals, due  to  its  investment restrictions  and  high  valuations,  the
Portfolio will likely continue its underweighting of the market throughout 1995.

                                       2
<PAGE>
Colombia  declined 6.5%  in the first  quarter. While Colombia,  like Chile, has
solid fundamentals and is relatively insulated from external events due to a low
level of  participation  by foreign  investors,  the country  has  a  structural
inflation  problem  which  the  central bank  has  been  combating  through high
interest rates.  Due to  strong growth  from increasing  oil revenues,  interest
rates  are likely to remain high throughout 1995. The Portfolio will participate
only in selected companies.

Peru decreased 21.4%  for the  quarter as a  minor, but  highly visible,  border
conflict  with  Ecuador  spooked  investors.  Peru  is  currently  negotiating a
settlement with  Ecuador and  investors  have now  focused on  the  overwhelming
victory  by President  Fujimori and  continuation of  his economic  program. The
Portfolio increased  its exposure  to Peru  during the  quarter and  we  believe
Peru's strong fundamentals will drive good market performance.

Despite  its closed  economy and markets,  Venezuela decreased  16.1% during the
quarter as local  investors grew  disillusioned with the  progress of  President
Caldera's  economic measures. The Portfolio is  likely to continue its nearly 0%
allocation due to the  currency controls and populist  economic policies of  the
Caldera administration.

Despite the volatility of this quarter, the Latin American story remains intact.
By  the end of the quarter, the  markets began to recover as investors commenced
bottom-fishing. Over the last three weeks  of March, Brazil rose 37%,  Argentina
44%  and Mexico 32%. Yet, valuations  are still low, fundamentals are improving,
and sentiment is  still negative. While  we expect continued  volatility in  the
near-term,  the  confluence of  these three  factors is  what leads  to superior
investment performance over the long-term. Thus, we are increasing positions  in
selected companies on the basis of attractive valuations.

- ----------

THE COUNTRY SPECIFIC PERFORMANCE RESULTS PROVIDED ARE FOR INFORMATIONAL PURPOSES
ONLY  AND  SHOULD NOT  BE CONSTRUED  AS  A GUARANTEE  OF THE  PORTFOLIO'S FUTURE
PERFORMANCE. PAST PERFORMANCE  SHOWN IS  NOT PREDICTIVE  OF FUTURE  PERFORMANCE.
INVESTMENT  RETURN  AND PRINCIPAL  VALUE WILL  FLUCTUATE  SO THAT  AN INVESTOR'S
SHARES, WHEN  REDEEMED, MAY  BE WORTH  MORE OR  LESS THAN  THEIR ORIGINAL  COST.
PLEASE  SEE  THE PROSPECTUS  FOR A  DESCRIPTION  OF CERTAIN  RISK CONSIDERATIONS
ASSOCIATED WITH INTERNATIONAL INVESTING.

                                       3
<PAGE>
INVESTMENTS (UNAUDITED)
- ----------
MARCH 31, 1995
<TABLE>
<CAPTION>
                                                   VALUE
 SHARES                                            (000)
- --------                                         ---------
<C>        <S>                                   <C>
COMMON STOCKS (60.1%)
 ARGENTINA (16.0%)
   7,360    BAESA ADR                            $     192
  18,787    Banco de Galicia y Buenos Aires
             ADR                                       286
  25,400    Banco del Sud Argentina, Class B           163
 110,000    Banco del Suquia, Class B                  148
  34,100    Capex S.A. ADR                             375
  25,000    CIADEA (Renault) S.A.                      129
  18,100    Corporation Cementera Argentina,
             Class B                                    85
  20,414    Quilmes Industrial S.A.                    337
     631    Telecom Argentina S.A. ADR                  27
   2,200    Telefonica de Argentina S.A. ADR            53
                                                 ---------
                                                     1,795
                                                 ---------
 BRAZIL (22.0%)
  17,500    Cia Energetica de Minas Gerais ADR         350
3,100,000   Cia Energetica de Sao Paulo                105
   7,500    Cia Energetica de Sao Paulo ADR             88
4,950,000   Cia Paulista de Forca E Luz                218
8,900,000   Cia Siderurgica Nacional                   208
1,467,000   Eletrobras                                 289
  30,700    Eletrobras ADR                             307
  27,300    Rhodia-Ster ADS                            334
 375,000    Servicos de Eletricdad                     111
  11,400    Telecomunicacoes Brasileiras ADR           305
  14,100    Usinas Siderurgicas de Minas
             Gerais ADR                                162
                                                 ---------
                                                     2,477
                                                 ---------
 CHILE (2.0%)
   4,550    Banco Osorno y La Union ADR                 58
   2,100    Embotelladora Andina ADR                    55
   6,350    Maderas Y Sinteticos S.A. ADR              108
                                                 ---------
                                                       221
                                                 ---------
 MEXICO (18.0%)
  62,000    Apasco S.A.                                169
  32,200    Cemex CPO ADR                              136
  14,000    Desc Sociedad de Fomento
             Industrial S.A. ADR                       115
  78,000    FEMSA, Class B                             131
   9,000    Grupo Carso S.A. ADR                        79
  86,300    Grupo Financiero Banamex Accival,
             Class C                                    99
  80,900    Grupo Financiero Bancomer ADR              293
  29,000    Grupo Mexicano Desarrollo ADR,
             Class B                                    72
  95,000    Grupo Sidek S.A., Class B                   58

<CAPTION>
                                                   VALUE
 SHARES                                            (000)
- --------                                         ---------
<C>        <S>                                   <C>
   2,500    Grupo Televisa S.A. ADR              $      42
  10,150    Grupo Tribasa S.A. ADR                      58
  14,700    Hylsamex S.A. ADR                          136
   7,600    Panamerican Beverages, Inc., Class
             A                                         199
   8,630    Telefonos de Mexico S.A. ADR,
             Class L                                   246
  84,400    Tolmex S.A., Class B2                      192
                                                 ---------
                                                     2,025
                                                 ---------
 PERU (2.1%)
  65,000    Banco de Credito del Peru                  106
 113,500    Telefonica del Peru S.A., Class B          132
                                                 ---------
                                                       238
                                                 ---------
TOTAL COMMON STOCKS (Cost $8,548)                    6,756
                                                 ---------
PREFERRED STOCKS (31.5%)
 BRAZIL (31.5%)
49,800,000  Banco Bradesco                             335
19,940,000  Banco do Brasil                            206
7,300,000   Banco do Estado Sao Paulo                   43
3,200,000   Banco Nacional S.A.                         53
 330,000    Brahma                                      79
 390,000    Centrais Eletricas de Santa
             Catarina, Class B                         228
1,300,000   Cia Energetica de Sao Paulo                 52
5,760,000   Cia Paulista de Forca E Luz                218
 550,000    Coteminas                                  144
 267,000    Dixie Laleka S.A.                          181
1,490,000   Eletrobras                                 285
 250,000    Iochpe Maxion S.A.                         121
1,120,000   Itaubanco                                  267
4,600,000   Lojas Renner                                81
 151,000    Multibras S.A.                             138
3,470,000   Petrobras                                  241
30,000,000  Refrigeracao Parana                         58
11,800,000  Telecomunicacoes Brasileiras               318
2,390,000   Telecomunicacoes de Sao Paulo              247
 460,000    Vale Do Rio Doce                            62
 320,000    WEG S.A.                                   185
                                                 ---------
TOTAL PREFERRED STOCKS (Cost $4,346)                 3,542
                                                 ---------
<CAPTION>
  FACE
 AMOUNT
 (000)
- --------
<C>        <S>                                   <C>
CONVERTIBLE DEBENTURES (2.7%)
 COLOMBIA (2.7%)
$      430  Banco de Colombia 5.20%, 2/01/99
             (Cost $386)                               299
                                                 ---------
</TABLE>

                                       4
<PAGE>
<TABLE>
<CAPTION>
 NO. OF                                            VALUE
 UNITS                                             (000)
- --------                                         ---------
UNITS (0.6%)
<C>        <S>                                   <C>
 MEXICO (0.6%)
  52,000    Interceramica (Cost $124)            $      69
                                                 ---------
<CAPTION>
 SHARES
- --------
<C>        <S>                                   <C>
PURCHASED OPTIONS (0.1%)
 BRAZIL (0.1%)
 700,000    Eletrobras call, expiring 6/19/95,
             strike price BRL 30.58 (Cost $46)           7
                                                 ---------
<CAPTION>
  FACE
 AMOUNT
 (000)
- --------
<C>        <S>                                   <C>
SHORT-TERM INVESTMENT (9.8%)
 REPURCHASE AGREEMENT (9.8%)
$  1,106    U.S. Trust, 6.00%, dated 3/31/95,
             due 4/03/95, to be repurchased at
             $1,107, collateralized by $1,070
             Government National Mortgage
             Association 8.50% - 10.00%, due
             11/15/09 - 12/15/09, valued at
             $1,147 (Cost $1,106)                    1,106
                                                 ---------
<CAPTION>

 AMOUNT                                            VALUE
 (000)                                             (000)
- --------                                         ---------
<C>        <S>                                   <C>
FOREIGN CURRENCY (0.0%)
BLR    3    Brazilian Real (Cost $4)             $       4
                                                 ---------

TOTAL INVESTMENTS (104.8%) (Cost $14,560)           11,783
                                                 ---------
OTHER ASSETS AND LIABILITIES (-4.8%)
  Other Assets                                         494
  Liabilities                                       (1,037)
                                                 ---------
                                                      (543)
                                                 ---------
NET ASSETS (100%)                                $  11,240
                                                 ---------
                                                 ---------
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE
PER SHARE
  Applicable to 1,547,450 outstanding $.001
  par value shares (authorized 500,000,000
  shares)                                        $    7.26
                                                 ---------
                                                 ---------
<FN>
- -------------
ADR -- American Depositary Receipt
ADS -- American Depositary Share
</TABLE>

                                       5
<PAGE>
- --------------------------------------------------
OFFICERS AND DIRECTORS

Frederick B. Whittemore     James W. Grisham
  CHAIRMAN OF THE           VICE PRESIDENT
  BOARD                     Harold J. Schaaff, Jr.
Warren J. Olsen             VICE PRESIDENT
  PRESIDENT AND             Joseph P. Stadler
  DIRECTOR                  VICE PRESIDENT
John P. Britton             Valerie Y. Lewis
  DIRECTOR                  SECRETARY
George R. Bunn, Jr.         Karl Hartmann
  DIRECTOR                  ASSISTANT SECRETARY
A. MacDonald Caputo         Hilary D. Toole
  DIRECTOR                  ASSISTANT SECRETARY
Peter E. de Svastich        James R. Rooney
  DIRECTOR                  TREASURER
Gerard E. Jones             Timothy F. Osborne
  DIRECTOR                  ASSISTANT TREASURER

- ---------------------------------------------
INVESTMENT ADVISER AND ADMINISTRATOR
Morgan Stanley Asset Management Inc.
1221 Avenue of the Americas
New York, New York 10020
- ---------------------------------------------
CUSTODIANS
The United States Trust Company of New York
770 Broadway
New York, New York 10003

Morgan Stanley Trust Company
One Pierrepont Plaza
Brooklyn, New York 11210
- ---------------------------------------------
LEGAL COUNSEL
Morgan, Lewis & Bockius
2000 One Logan Square
Philadelphia, Pennsylvania 19103
- ---------------------------------------------
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP
1177 Avenue of the Americas
New York, New York 10036

- ---------------------------------------------
For current performance, current net asset value, or for assistance with your
account, please contact the Fund at (800) 548-7786. This report is authorized
for distribution only to shareholders and others who have received a copy of the
prospectus of Morgan Stanley Institutional Fund, Inc.

[LOGO] MORGAN STANLEY
       INSTITUTIONAL FUND, INC.
       P.O. Box 2798
       Boston, MA 02208-2798

[LOGO] MORGAN STANLEY
       INSTITUTIONAL FUND, INC.

                           U.S. REAL ESTATE PORTFOLIO
                              FIRST QUARTER REPORT
                                 MARCH 31, 1995
<PAGE>
LETTER TO SHAREHOLDERS
- -------

The  U.S. Real Estate  Portfolio commenced operations on  February 24, 1995. The
Portfolio seeks to provide  above average current  income and long-term  capital
appreciation  by investing  primarily in equity  securities of  companies in the
U.S. real estate industry, including real estate investment trusts.

The total return of the Portfolio for the period from inception on February  24,
1995  through March 31, 1995  was 0.70% compared to  -0.44% for the NAREIT Index
(excluding Healthcare) for the same period.

PERFORMANCE COMPARED TO NATIONAL ASSOCIATION OF REAL ESTATE INVESTMENT TRUSTS
(NAREIT) INDEX(1)

<TABLE>
<CAPTION>
                                              TOTAL
                                           RETURNS(2)
                                         ---------------
<S>                                      <C>
PORTFOLIO..............................         0.70%
INDEX..................................        -0.44
<FN>
- -------------

1.  The NAREIT  Index  is  a  market  weighted  index  of  tax  qualified  REITS
    (excluding healthcare REITS) listed on the New York Stock Exchange, American
    Stock Exchange and the NASDAQ National Market System, including dividends.

2.  Total  returns for the Portfolio reflect  expenses waived and reimbursed, if
    applicable, by the  Adviser. Without  such waiver  and reimbursement,  total
    returns would be lower.
</TABLE>

PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE.

We  believe that the current valuation in  the REIT market is depressed relative
to underlying property fundamentals and may be poised for an upward  correction.
Our conviction is based upon several key factors:

  -  Underlying  property  performance in  the majority  of real  estate markets
     continues to improve. This is evidenced by gains in occupancies and  rental
     rates and decreases in leasing concessions to tenants.

  -  The  majority of REITs  have continued on  the path of  continued growth in
     Funds from Operations  as a result  of improvements in  the performance  of
     their underlying assets and growth through acquisition and new development.

  -  REIT  valuations have in many instances  fallen to levels below the private
     market value of their real estate. Although discounts may be appropriate in
     selected instances  for weaker  REITs, we  believe that  in most  instances
     asset value provides a floor for the valuation of REITs.

It is noteworthy that studies undertaken by a number of securities analysts with
regard  to  the historical  performance of  equity REITs  also suggest  that the
sector is  becoming  undervalued  relative to  other  fixed  income  instruments
(Treasuries  and utility stocks). While we  concur with the conclusions, we tend
to ascribe less value to historical studies of the REIT market primarily because
it has changed markedly  since 1991 and  the emergence of  more than eighty  new
REITs.

Despite  these positive fundamentals, two factors continue to act as an overhang
on the REIT market:

  -  Since mid-1994 the  REIT market has  suffered from downward  pressure as  a
     result  of a number of institutional investors  exiting in whole or in part
     from REIT shares. We see  this trend slowing as  a number of the  "momentum
     players"  who entered  the market during  the IPO wave  have already exited
     and, more  importantly, public  pension funds  and foreign  investors  have
     begun to participate in a more meaningful manner as buyers of shares.

  -  The  market continues  to witness disappointing  announcements from certain
     REITs at a fairly consistent, albeit  slowing, pace. They have ranged  from
     announcements  that development schedules are  behind pace to announcements
     by companies that are unable to meet their earnings projections from  their
     initial public offerings (most often due to increases in floating rate debt
     costs).  In general,  these announcements  are delivered  by companies that
     have failed to make the necessary

                                       1
<PAGE>
     transition from real  estate promoters  to public companies  (and have  not
     learned that overpromising is a dangerous exercise).

Since  this is our first letter to shareholders, it is appropriate to provide an
overview of our strategy.  While our goal  is to provide  a diverse exposure  to
each  property type  and region,  our objective is  not simply  to replicate the
existing market basket of public real estate securities through a passive  index
approach.  Rather, we  bring to the  market a view  towards portfolio weightings
based upon our analysis  of relative opportunity within  each property type  and
geographic  region.  Within the  property  sectors (e.g.,  multi-family, office,
retail), the primary drivers affecting portfolio weighting are perceived  demand
for  space and actual and future  competitive supply from new construction. With
respect to  regional  allocations, the  most  important factors  include  demand
drivers such as population growth, income and employment and supply-side drivers
such  as  existing  vacancy, zoning  restrictions  on new  development,  and the
availability of new  construction financing.  The focus of  these property  type
considerations  and regional factors is an asset allocation matrix that provides
us with an overall view as to the Portfolio's optimal allocation across property
sectors and regions.

Within this asset  allocation framework,  we then attempt  to select  individual
securities  with  the best  risk-adjusted  total return  potential.  The primary
driver for security selection is value. We screen each security for value  using
a  variety of  measurements, including  implied value  per square  foot, implied
property cap rate, comparison of cash flow multiples across comparable companies
and, lastly, discounted cash flow analysis, which captures the growth  component
of  both the existing property  portfolio as well as  projected additions to the
portfolio. While value, and specifically underlying property asset value, is the
principal consideration in the selection of individual securities, we also apply
an overlay  of  structural  and  qualitative factors  such  as  REIT  structure,
management tenure and depth, and capital structure.

At  March 31,  the Portfolio had  over 20%  of its assets  invested in companies
focused in  the  office  and  industrial  sectors  of  the  market.  This  is  a
significant  overweighting relative to the NAREIT Index and reflects our current
conviction that there  will be strong  recoveries in the  office and  industrial
markets. These markets have generally been characterized by a lack of new supply
since the early 1990's, while demand has continued to recover with the growth of
the economy. As a result, occupancy rates have increased and net effective rents
have  recently  begun to  improve. From  an external  growth perspective,  it is
important to note  that this is  one sector in  which positive spread  investing
continues  to exist, and rental rates have improved in some areas to justify new
development, particularly in  the industrial  sector. This  allows companies  to
provide  both internal growth from gains in  their existing portfolio as well as
external growth.

Two examples of our positions in this sector are Spieker Properties ("SPK")  and
Carr  Realty ("CRE"). Spieker represents an excellent opportunity to participate
in the emerging recovery  of the office and  industrial property markets in  the
Pacific  Northwest and Northern California. In addition, Spieker, a company deep
in management talent,  has demonstrated its  capabilities for innovative  growth
through   value-added  acquisitions.  The  company  has  a  strong  pipeline  of
acquisitions and  has  demonstrated its  access  to the  capital  markets.  Carr
represents  an interesting value play in  the office sector. The company's stock
has been penalized for  a perceived lack  of strong growth  and exposure to  the
possible  downsizing of Washington D.C. office usage. We believe that at current
prices the shares represent a significant discount to private market value for a
portfolio of Class "A"  office properties in one  the nation's strongest  office
markets.

Another  large position both at quarter-end  and currently is Equity Residential
Properties Trust ("EQR"). We consider Equity Residential to be an excellent play
on the continuing growth in the multifamily market. The company possesses one of
the deepest management teams in the entire REIT market and has the capability to
expand   or    contract   in    multiple    markets   given    their    national

                                       2
<PAGE>
approach.  For example, we applaud their decision to sell selected assets in San
Antonio and  redeploy  these funds  to  stronger markets.  Despite  the  reduced
opportunities  in  positive  spread  acquisitions,  Equity  Residential  has the
capability to  grow  cash  flow  significantly from  internal  growth.  We  have
increased our stake in the company since quarter-end from 4.7% to a weighting in
excess  of  5%,  due  to softening  in  the  stock price,  which  we  believe is
unwarranted and represents a good buying opportunities in the REIT market.

At quarter-end, we were market-weighted in the multi-family market with 26.9% of
assets in  this  sector. Although  we  are encouraged  by  growth in  rents  and
occupancies  and see only moderate additions to supply, we continue to study the
market carefully for signs of weakness, particularly in southwestern cities with
most new construction. As a result, we are somewhat defensive in our posture for
this market and  as a result,  have targeted  REITs that are  dominant in  their
markets and face the least competition from new supply.

The Portfolio also includes a significant overweighting in the manufactured home
community  business. We consider this to be a very attractive sector of the real
estate market with fairly little downside risk as evidenced by a proven  ability
to  maintain  high occupancies  and rental  growth in  excess of  inflation with
little exposure in terms  of capital expenditures. Our  largest position is  Sun
Communities  ("SUI")  which  expects to  grow  cash flow  primarily  from rental
increases and  will provide  additional growth  from increased  occupancies  and
selected  expansions of  existing communities.  Continued strong  performance by
this company should narrow its valuation discount versus its peer group.

Overall, the Portfolio is underweighted  in the retail sector  as a result of  a
persistent  over-supply of retail square footage per capita as well as continued
weakness in retail sales.  We are particularly underweighted  in the "strip"  or
"open-air"  shopping center sub-sector. We believe that the neighborhood centers
that are the mainstay for many of the REITs in this sub-sector will have greater
difficulties competing  with  power  centers  and other  retail  forms.  We  do,
however,   have  confidence   in  Developers   Diversified  Realty   ("DDR"),  a
multi-dimensional company with  capabilities in  development, redevelopment  and
opportunistic  acquisitions.  We  believe that  this  company is  trading  at an
undeserved discount to its peers  due primarily to a  shorter track record as  a
public company.

We  are  approximately market-weighted  in  the regional  mall  sector primarily
because valuations have reached levels  that are attractive compared to  private
market  values. DeBartolo  Realty ("EJD") is  an excellent example  of a company
that provides an opportunity  to invest in a  solid portfolio of regional  malls
currently trading at a discount. This is accentuated by the built-in growth from
rental  increases at lease roll-overs, increased occupancies at several recently
developed  centers  as  well  as  growth  from  expansion  within  the  existing
portfolio.

In  addition,  we  are  overweighted  in  the  factory  outlet  sector.  This is
predominantly because  we believe  that this  sector has  been oversold  due  to
investor  concerns about its  long-term viability. At  a significant discount to
the REIT market in terms of cash  flow multiples, selected outlet stocks can  be
attractive.

It  is worth noting that  we continue to see  opportunities for the Portfolio to
profit from the very problems that have hurt the performance of the sector.  Due
to relative illiquidity and an investor universe in which certain players do not
have  great conviction in their REIT  positions, both negative announcements and
trading pressure  have made  stock prices  volatile. Often  this price  movement
permits  us to increase our position in core holdings at attractive levels or to
create a short-term  trading opportunity  in shares that  are not  in our  model
portfolio.

Finally,  it is  worthwhile to  discuss performance  measures. We  are using the
NAREIT Index for  Equity REITs  excluding Healthcare as  our primary  benchmark,
although  we believe that it has some  imperfections. One key shortcoming of the
measure is that  it only includes  REITs and  does not include  any real  estate
operating    companies.   For   example,   we   believe   that   Host   Marriott

                                       3
<PAGE>
("HMT") provides  an excellent  play in  the ownership  of full  service  middle
market  hotels, while the Rouse  Company ("ROUS"), a non-REIT,  is a peer of the
other large regional mall  REITs included in the  Index. Another shortcoming  of
the  Index is  that it  is composed  of all  REITs, including  those with market
capitalizations below $100 million, which are generally illiquid. In addition to
the NAREIT Index, we  will also monitor the  Portfolio performance versus  other
benchmarks  including the Wilshire Real Estate Index and the Morgan Stanley REIT
Index, which is expected to become effective in the near term.

- ----------
THE PERFORMANCE RESULTS PROVIDED  ARE FOR INFORMATION  PURPOSES ONLY AND  SHOULD
NOT  BE CONSTRUED  AS A  GUARANTEE OF  THE PORTFOLIO'S  FUTURE PERFORMANCE. PAST
PERFORMANCE SHOWN IS NOT PREDICTIVE OF FUTURE PERFORMANCE. INVESTMENT RETURN AND
PRINCIPAL VALUE WILL FLUCTUATE SO THAT  AN INVESTOR'S SHARES, WHEN REDEEMED  MAY
BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST.

                                       4
<PAGE>
INVESTMENTS (UNAUDITED)

- ------------
MARCH 31, 1995
<TABLE>
<CAPTION>
                                                      VALUE
  SHARES                                              (000)
- ----------                                          ---------
<C>         <S>                                     <C>
COMMON STOCKS (96.2%)
 APARTMENT (26.9%)
    42,200   Associated Estates Realty Corp.        $     791
    29,700   Avalon Properties, Inc.                      583
    25,800   Bay Apartment Communities, Inc.              474
    13,200   Camden Properties Trust                      282
    18,900   Columbus Realty Trust                        354
    37,500   Equity Residential Properties Trust          975
    42,000   Home Properties of New York, Inc.            772
    31,400   Irvine Apartment Communities, Inc.           491
    41,700   Wellsford Residential Property Trust         870
                                                    ---------
                                                        5,592
                                                    ---------
 LODGING/LEISURE (3.4%)
    48,100   Host Marriott Corp.                          571
     7,400   National Golf Properties, Inc.               146
                                                    ---------
                                                          717
                                                    ---------
 MANUFACTURED HOME (8.3%)
    29,900   Chateau Properties, Inc.                     594
    24,400   Manufactured Home Communities, Inc.          375
    33,300   Sun Communities, Inc.                        749
                                                    ---------
                                                        1,718
                                                    ---------
 OFFICE (8.2%)
    26,500   Beacon Properties Corp.                      527
    22,400   Cali Realty Corp.                            389
    45,200   Carr Realty Corp.                            785
                                                    ---------
                                                        1,701
                                                    ---------
 OFFICE AND INDUSTRIAL (12.3%)
    35,100   Duke Realty Investments, Inc.                930
    32,400   Liberty Property Trust                       628
    51,100   Spieker Properties, Inc.                   1,016
                                                    ---------
                                                        2,574
                                                    ---------
 SELF STORAGE (1.4%)
     5,300   Shurgard Storage Centers, Inc.,
              Series A                                    126
    10,000   Storage Equities, Inc.                       170
                                                    ---------
                                                          296
                                                    ---------
 SHOPPING CENTER (35.7%)
   FACTORY OUTLET CENTER (8.9%)
    15,800   Chelsea GCA Realty, Inc.                     409
    35,300   Factory Stores of America, Inc.              724
    16,900   Horizon Outlet Centers, Inc.                 376
    14,300   Tanger Factory Outlet Centers, Inc.          340
                                                    ---------
                                                        1,849
                                                    ---------

<CAPTION>
                                                      VALUE
  SHARES                                              (000)
- ----------                                          ---------
<C>         <S>                                     <C>

   REGIONAL MALL (17.5%)
    57,700   Crown American Realty Trust            $     750
    58,400   DeBartolo Realty Corp.                       825
    49,700   Glimcher Realty Trust                        994
    27,500   Macerich Co.                                 560
    54,600   Taubman Centers, Inc.                        526
                                                    ---------
                                                        3,655
                                                    ---------
   STRIP CENTER (9.3%)
    26,300   Developers Diversified Realty Corp.          743
    14,800   Federal Realty Investment Trust              314
    14,000   JP Realty, Inc.                              284
     6,200   Kimco Realty Corp.                           238
    12,300   Price REIT, Inc., Series B                   352
                                                    ---------
                                                        1,931
                                                    ---------
 TOTAL SHOPPING CENTER                                  7,435
                                                    ---------
TOTAL COMMON STOCKS (Cost $20,129)                     20,033
                                                    ---------
<CAPTION>
   FACE
  AMOUNT
  (000)
- ----------
<C>         <S>                                     <C>
SHORT-TERM INVESTMENT (5.5%)
 REPURCHASE AGREEMENT (5.5%)
$    1,152   U.S. Trust, 6.00%, dated 3/31/95, due
              4/03/95, to be repurchased at
              $1,153, collateralized by $1,135
              Government National Mortgage
              Association 8.50% - 10.00%, due
              10/15/09 - 12/15/09 valued at $1,198
              (Cost $1,152)                             1,152
                                                    ---------

TOTAL INVESTMENTS (101.7%) (Cost $21,281)              21,185
                                                    ---------
OTHER ASSETS AND LIABILITIES (-1.7%)
  Other Assets                                            802
  Liabilities                                          (1,166)
                                                    ---------
                                                         (364)
                                                    ---------
NET ASSETS (100%)                                   $  20,821
                                                    ---------
                                                    ---------
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER
SHARE
  Applicable to 2,066,858 outstanding $.001
  par value shares (authorized 500,000,000 shares)  $   10.07
                                                    ---------
                                                    ---------
</TABLE>

                                       5
<PAGE>
- --------------------------------------------------
OFFICERS AND DIRECTORS

Frederick B. Whittemore     James W. Grisham
  CHAIRMAN OF THE           VICE PRESIDENT
  BOARD                     Harold J. Schaaff, Jr.
Warren J. Olsen             VICE PRESIDENT
  PRESIDENT AND             Joseph P. Stadler
  DIRECTOR                  VICE PRESIDENT
John P. Britton             Valerie Y. Lewis
  DIRECTOR                  SECRETARY
George R. Bunn, Jr.         Karl Hartmann
  DIRECTOR                  ASSISTANT SECRETARY
A. MacDonald Caputo         Hilary D. Toole
  DIRECTOR                  ASSISTANT SECRETARY
Peter E. de Svastich        James R. Rooney
  DIRECTOR                  TREASURER
Gerard E. Jones             Timothy F. Osborne
  DIRECTOR                  ASSISTANT TREASURER

- ---------------------------------------------
INVESTMENT ADVISER AND ADMINISTRATOR
Morgan Stanley Asset Management Inc.
1221 Avenue of the Americas
New York, New York 10020
- ---------------------------------------------
CUSTODIANS
The United States Trust Company of New York
770 Broadway
New York, New York 10003

Morgan Stanley Trust Company
One Pierrepont Plaza
Brooklyn, New York 11210
- ---------------------------------------------
LEGAL COUNSEL
Morgan, Lewis & Bockius
2000 One Logan Square
Philadelphia, Pennsylvania 19103
- ---------------------------------------------
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP
1177 Avenue of the Americas
New York, New York 10036

- ---------------------------------------------
For current performance, current net asset value, or for assistance with your
account, please contact the Fund at (800) 548-7786. This report is authorized
for distribution only to shareholders and others who have received a copy of the
prospectus of Morgan Stanley Institutional Fund, Inc.

[LOGO] MORGAN STANLEY
       INSTITUTIONAL FUND, INC.
       P.O. Box 2798
       Boston, MA 02208-2798

[LOGO] MORGAN STANLEY
       INSTITUTIONAL FUND, INC.

                          AGGRESSIVE EQUITY PORTFOLIO
                              FIRST QUARTER REPORT
                                 MARCH 31, 1995
<PAGE>
LETTER TO SHAREHOLDERS
- -------

The  Aggressive  Equity Portfolio  commenced operations  on  March 8,  1995. The
Portfolio  seeks  long-term   capital  appreciation   through  a   concentrated,
non-diversified portfolio of U.S. stocks. Short sales and options can be used to
enhance  performance. It is anticipated that the Portfolio will hold 30 names or
less, although it may hold more from time to time.

From inception on March 8, 1995  through March 31, 1995, the Portfolio's  return
was  3.90%. This compares to a  total return of 3.80% for  the S&P 500 and 2.91%
for the Lipper Capital Appreciation Index for the same period.

PERFORMANCE COMPARED TO THE LIPPER CAPITAL APPRECIATION INDEX AND THE S&P 500
INDEX(1)

<TABLE>
<CAPTION>
                                         TOTAL RETURNS(2)
                                         -----------------
                                                YTD
                                         -----------------
<S>                                      <C>
PORTFOLIO..............................           3.90%
LIPPER CAPITAL APPRECIATION INDEX......           2.91%
S&P 500 INDEX..........................           3.80%
<FN>
- -------------
1.  The Lipper Capital Appreciation Index is a composite of mutual funds managed
    for maximum  capital gains.  The S&P  500 is  an unmanaged  index of  common
    stocks.
2.  Total  returns for the Portfolio reflect  expenses waived and reimbursed, if
    applicable, by the  Adviser. Without  such waiver  and reimbursement,  total
    returns would be lower.
</TABLE>

PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE.

The  largest holding in the Portfolio at March  31, by a wide margin, was Philip
Morris, representing 18.4%. We believe Philip Morris stock has tremendous upside
potential over the next 1 - 2 years. If we are wrong, though, the dividend yield
is 5% currently; and this should rise to about 6% in August. If the stock merely
goes back to where it peaked in 1992, the return, excluding dividends, would  be
30%.  In 1992, Philip Morris earned $5.45 and the dividend was $2.60. This year,
the company should earn $6.50 and next year $7.60, and by August 1996 we  expect
the  dividend to be $4.50.  As always, political and  legal issues exist, but we
believe they are  widely discounted.  Business is very  strong, street  earnings
estimates  have been moving up consistently over  the past few quarters, and the
stock's peer group -- other consumer staples -- has exploded over the past  year
and  is now  pushing toward  the high  end of  historical P/E  ranges. If Philip
Morris traded at its 10-year high P/E  on next year's earnings a year from  now,
the  stock  would return  85%, plus  dividends.  We doubt  this will  occur, but
investors who missed the move in consumer staple stocks, and look at the P/Es of
stocks like Coca Cola (24x) and Pfizer (18x), should find Philip Morris' 10  P/E
and recession-resistant 15% growth rate compelling.

And investors, in our view, are underestimating the positive shift in management
strategy.  During the 1980s, Philip Morris stock rose sixfold despite increasing
political, legal and  social pressures  on the cigarette  industry. The  sixfold
increase  in value is  also remarkable in  light of the  two enormously dilutive
acquisitions made during the decade -- General  Foods in 1985 and Kraft in  1988
- --  totalling nearly $19 billion. These  acquisitions were supposed to raise the
stock's P/E  multiple,  making up  for  the  dilution in  earnings.  That  never
happened.  Food  and beer  now represent  40%  of profits,  but the  stock still
languishes at a tobacco multiple.  Had the company used  the $19 billion to  buy
back  stock, EPS would be  sharply higher today. New  management is committed to
making only  fill-in acquisitions,  and is  actually divesting  low-return  food
assets.  The  dividend  payout  ratio  has been  moved  up  over  50%  and stock
repurchases are running  at a 3-4%  annual rate, the  most aggressive return  of
cash to shareholders ever.

Our  position in Philip Morris is part  of a big overweight in consumer staples.
Other significant holdings in  this area at March  31 include UST (since  sold),
Kellogg, Ralston Purina, Coca Cola,

                                       1
<PAGE>
Duracell  and Pfizer. Our total  consumer staple weighting was  33% at March 31,
versus an S&P 500 weighting of 22%.

Our other  meaningful sector  bets are  financial services  (7%), retail  (14%),
defense and defense-based conglomerates (9%) and technology (11%).

Fannie Mae, our largest financial stock holding, is still attractive despite its
more than 10% move since we acquired it. The stock is still below its level of a
year  ago by nearly 10%, and the P/E on projected 1995 earnings is only about 10
times. In 1994,  interest rates  soared and,  while earnings  growth slowed,  it
remained  in double  digit territory. Now,  with the yield  curve flattening and
interest rates  stabilizing, the  company's growth  fundamentals are  likely  to
reaccelerate.  Our other financial  stocks include Citicorp,  Wells Fargo, Exel,
PartnerRe and American Express.

Retailers really stand out as having missed  the growth stock rally of the  past
year.  Some of the best growth retailers are  trading at levels of one or two or
even three years  ago despite  rapid underlying earnings  growth. Investors  are
currently  looking at the glass as being  half empty in this sector, focusing on
issues like rising labor  costs, a soft  consumer spending environment,  slowing
same-store  sales. We are excited about the opportunity to own such high-quality
growth companies at their lowest P/Es in years. Our major holdings in this  area
include Home Depot, Lowe's, Autozone, General Nutrition and Cracker Barrel.

Restructuring  in  the defense  industry  is leading  to  impressive bottom-line
growth  and  shareholder-oriented  actions.  McDonnell  Douglas  (3.2%  of   the
Portfolio),  for example, is  in the midst  of a 15%  buyback program. Litton, a
3.3% holding, is  looking for  accretive acquisitions while  working on  raising
operating  margins. Lockheed Martin, purchased since the end of the quarter, has
tremendous cost-cutting  opportunities  due to  the  synergies from  the  recent
merger  of two large defense contractors. In  all three cases, P/Es are low, EPS
growth should be double digit, and  there are events that could cause  consensus
earnings estimates to rise.

It  is difficult to not  own technology stocks in  light of the extremely strong
fundamentals in this sector. Yet, our  exposure here is modest compared to  many
growth-oriented  investors due to  the fact that  event risk is  high. Our major
holdings here are IBM, Intel, Cabletron, Watkins Johnson and Applied Materials.

- ----------
THE PERFORMANCE RESULTS PROVIDED ARE FOR INFORMATIONAL PURPOSES ONLY AND  SHOULD
NOT  BE CONSTRUED  AS A  GUARANTEE OF  THE PORTFOLIO'S  FUTURE PERFORMANCE. PAST
PERFORMANCE SHOWN IS NOT PREDICTIVE OF FUTURE PERFORMANCE. INVESTMENT RETURN AND
PRINCIPAL VALUE WILL FLUCTUATE SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED,  MAY
BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST.

                                       2
<PAGE>
INVESTMENTS (UNAUDITED)
- ----------
MARCH 31, 1995
<TABLE>
<CAPTION>
                                                   VALUE
 SHARES                                            (000)
- ---------                                         -------
<C>         <S>                                   <C>
COMMON STOCKS (83.5%)
 CAPITAL GOODS/CONSTRUCTION (7.6%)
  AEROSPACE (6.6%)
    1,200    Boeing Co.                           $    65
    4,300    McDonnell Douglas Corp.                  240
    2,700    United Technologies Corp.                186
                                                  -------
                                                      491
                                                  -------
  MACHINERY (1.0%)
    1,400    Caterpillar, Inc.                         78
                                                  -------
TOTAL CAPITAL GOODS/CONSTRUCTION                      569
                                                  -------
 CONSUMER CYCLICAL (18.7%)
  FOOD SERVICE & LODGING (2.6%)
    5,800    Boston Chicken, Inc.                      94
    4,400    Cracker Barrel Old Country Store,
              Inc.                                     99
                                                  -------
                                                      193
                                                  -------
  HOUSEHOLD FURNISHINGS & APPLIANCES (1.3%)
    2,100    Duracell International, Inc.              94
                                                  -------
  PUBLISHING (0.8%)
    1,200    Gannett Co., Inc.                         64
                                                  -------
  RETAIL - GENERAL (14.0%)
   12,100    Autozone, Inc.                           301
    9,300    General Nutrition Cos., Inc.             258
    2,900    Harcourt General, Inc.                   113
    6,100    Home Depot, Inc.                         270
    3,100    Lowe's Cos., Inc.                        107
                                                  -------
                                                    1,049
                                                  -------
TOTAL CONSUMER CYCLICAL                             1,400
                                                  -------
 CONSUMER STAPLES (32.5%)
  BEVERAGES & TOBACCO (24.1%)
    3,400    Coca-Cola Co.                            192
   21,100    Philip Morris Cos., Inc.               1,377
    7,300    UST, Inc.                                232
                                                  -------
                                                    1,801
                                                  -------
  DRUGS (1.6%)
    1,400    Pfizer, Inc.                             120
                                                  -------
  FOOD (5.1%)
    4,700    Kellogg Co.                              274
    2,300    Ralston Purina Group                     110
                                                  -------
                                                      384
                                                  -------
  HEALTH CARE SUPPLIES & SERVICES (1.7%)
    1,500    Columbia/HCA Healthcare Corp.             64
    1,300    United Healthcare Corp.                   61
                                                  -------
                                                      125
                                                  -------
TOTAL CONSUMER STAPLES                              2,430
                                                  -------
FINANCE (12.1%)
 BANKING (2.8%)
    2,700    Citicorp                                 115
      600    Wells Fargo & Co.                         94
                                                  -------
                                                      209
                                                  -------

<CAPTION>
                                                   VALUE
 SHARES                                            (000)
- ---------                                         -------
<C>         <S>                                   <C>
  FINANCIAL SERVICES (7.0%)
    1,900    American Express Co.                 $    66
    4,700    Federal National Mortgage
              Association                             382
    1,800    First USA, Inc.                           76
                                                  -------
                                                      524
                                                  -------
  INSURANCE (2.3%)
    1,300    Exel Ltd.                                 57
    5,500    PartnerRe Holdings Ltd.                  117
                                                  -------
                                                      174
                                                  -------
TOTAL FINANCE                                         907
                                                  -------

 MATERIALS (2.0%)
  CHEMICALS (2.0%)
    3,200    Hercules, Inc.                           149
                                                  -------

 TECHNOLOGY (10.6%)
  COMPUTERS (2.5%)
    1,500    Cabletron Systems, Inc.                   67
    1,400    International Business Machines
              Corp.                                   115
                                                  -------
                                                      182
                                                  -------
  ELECTRONICS (8.1%)
    2,300    Applied Material, Inc.                   127
    1,400    Intel Corp.                              119
    6,800    Litton Industries, Inc.                  244
    3,100    Watkins-Johnson Co.                      118
                                                  -------
                                                      608
                                                  -------
TOTAL TECHNOLOGY                                      790
                                                  -------
TOTAL COMMON STOCKS (Cost $6,054)                   6,245
                                                  -------
</TABLE>

<TABLE>
<CAPTION>
  FACE
 AMOUNT
 (000)
- --------
<C>        <S>                                   <C>
SHORT-TERM INVESTMENT (13.4%)
 US GOVERNMENT AND AGENCY OBLIGATION (13.4%)
$  1,000    Federal Home Loan Mortgage Corp.
             Discount Note, 4/3/95 (Cost
             $1,000)                               1,000
                                                 -------

TOTAL INVESTMENTS (96.9%) (Cost $7,054)            7,245
                                                 -------
OTHER ASSETS AND LIABILITIES (3.1%)
  Other Assets                                       840
  Liabilities                                       (605)
                                                 -------
                                                     235
                                                 -------
NET ASSETS (100%)                                $ 7,480
                                                 -------
                                                 -------
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE
PER SHARE
  Applicable to 719,607 outstanding $.001 par
  value shares (authorized 500,000,000 shares)   $ 10.39
                                                 -------
                                                 -------
</TABLE>

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