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MORGAN STANLEY INSTITUTIONAL FUND, INC.
STATEMENT OF CERTIFICATION
PURSUANT TO RULE 497(j)
Morgan Stanley Institutional Fund, Inc. (the "Fund") hereby certifies
that the form of the Prospectuses and Statement of Additional Information,
that would have been filed under Paragraph (c) of Rule 497 under the
Securities Act of 1933, as amended, would not have differed from those
contained in Post-Effective Amendment No. 29 to the Fund's Registration
Statement on Form N-1A (File Nos. 33-23166 and 811-5624) which was filed
electronically on Tuesday, April 30, 1996 (Accession No.
0000912057-96-007380).
Morgan Stanley Institutional Fund, Inc.
Dated: May 6, 1996 By /s/ Warren J. Olsen
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Name: Warren J. Olsen
Title: President and
Director
