<PAGE>
SUPPLEMENT DATED JULY 17, 1995
TO PROSPECTUS DATED MAY 1, 1995
AS PREVIOUSLY SUPPLEMENTED BY SUPPLEMENT DATED JUNE 30, 1995
MORGAN STANLEY INSTITUTIONAL FUND, INC.
P.O. BOX 2798
BOSTON, MASSACHUSETTS
02208-2798
REPLACEMENT OF PORTFOLIO MANAGER. Paul J. Jackson, the Portfolio Manager of
the Active Country Allocation Portfolio (the "Portfolio") of Morgan Stanley
Institutional Fund, Inc. (the "Fund"), resigned from Morgan Stanley Asset
Management Inc. in June, 1995. A team of four Portfolio Managers replaced
Mr. Jackson and now manages the Portfolio. Accordingly, the fourth full
paragraph on p. 13 of the Prospectus of the Portfolio dated May 1, 1995
is deleted and replaced with the following paragraph:
PORTFOLIO MANAGERS -- BARTON M. BIGGS, MADHAV DHAR, FRANCINE J. BOVICH
AND ANN D. THIVIERGE. Barton Biggs has been Chairman and a director of the
Adviser since 1980 and a Managing Director of Morgan Stanley since 1975. He
is also a director of Morgan Stanley Group Inc. and a director and officer
of six registered investment companies to which the Adviser and certain of
its affiliates provide investment advisory services. Mr. Biggs holds a
B.A. from Yale University and an M.B.A. from New York University. Madhav
Dhar is a Managing Director of Morgan Stanley. He joined the Adviser in
1984 to focus on global asset allocation and investment strategy and now
heads the Adviser's emerging markets group and serves as the group's
principal portfolio manager. Mr. Dhar also coordinates the Adviser's
developing country funds effort and has been involved in the launching of
the Adviser's country funds. He is the portfolio manager of the
Emerging Markets Portfolio of the Fund, the Emerging Markets and Global
Equity Allocation Funds of the Morgan Stanley Fund, Inc., and the Morgan
Stanley Emerging Markets Fund, Inc. (a closed-end investment company listed
on the New York Stock Exchange). Mr. Dhar is also a director of the Morgan
Stanley Emerging Markets Fund, Inc. He holds a B.S. (honors) from St.
Stephens College, Delhi University (India), and an M.B.A. from Carnegie-
Mellon University. Francine Bovich joined the Adviser as a Principal in
1993. She is responsible for product development, portfolio management and
communication of the Adviser's asset allocation strategy to institutional
investor clients. Previously, Ms. Bovich was a Principal and Executive Vice
President of Westwood Management Corp. ("Westwood"), a registered
investment adviser. Before joining Westwood, she was a Managing Director of
Citicorp Investment Management, Inc. (now Chancellor Capital Management),
where she was responsible for the Institutional Investment Management
group. Ms. Bovich began her investment career with Banker's Trust Company.
She holds a B.A. in Economics from Connecticut College and an M.B.A. in
Finance from New York University. Ann Thivierge is a Vice President of the
Adviser. She is a member of the Adviser's asset allocation committee,
primarily representing the Total Fund Management team since its inception
in 1991. Prior to joining the Adviser in 1986, she spent two years at
Edgewood Management Company, a privately held investment management firm.
Ms. Thivierge holds a B.A. in International Relations from James Madison
College, Michigan State University, and an M.B.A. in Finance from New York
University.
