U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
1. Name and address of issuer:
Morgan Stanley Institutional Fund, Inc.
1221 Avenue of the Americas
New York, New York 10020
2. Name of each series or class of funds for which this notice is
filed:
Number of Additional Pages: 1
3. Investment Company Act File Number: 811-5624
Securities Act File Number: 33-23166
4. Last day of fiscal year for which this notice is filed:
12/31/95
5. Check box if this notice is being filed more than 180 days after
the close of the issuer's fiscal year for purposes of
reporting securities sold after the close of the fiscal
year but before termination of the issuer's 24f-2 declaration:
[ ]
6. Date of termination of issuer's declaration under rule 24f-
2(a)(1), if applicable (see Instruction A.6):
None
7. Number and amount of securities of the same class or series
which had been registered under the Securities Act of 1933 other
than pursuant to rule 24f-2 in a prior fiscal year, but which
remained unsold at the beginning of the fiscal year:
None
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold during the
fiscal year:
The number and aggregate sale price of securities sold during
the fiscal year were 11,439,803,326.590 and $13,540,091,392.73,
respectively.
<PAGE>
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
The number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to rule
24f-2 were 11,439,803,326.590 and $13,540,091,392.73,
respectively.
11. Number and aggregate sale price of securities issued during the
fiscal year in connection with dividend reinvestment plans,
if applicable (see Instruction B.7):
The number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment plans
were 85,868,492.382 and $472,958,978.44, respectively.
12. Calculation of registration fee:
(i) Aggregate sale price of
securities sold during the fiscal
year in reliance on
rule 24f-2 (from Item 10): $13,540,091,392.73
------------------
(ii) Aggregate price of shares
issued in connection with
dividend reinvestment plans
(from Item 11, if applicable): + 472,958,978.44
------------------
(iii) Aggregate price of shares
redeemed or repurchased during
the fiscal year (if applicable): -13,033,495,875.88
------------------
(iv) Aggregate price of shares
redeemed or repurchased and
previously applied as a reduction
to filing fees pursuant to
rule 24e-2 (if applicable): + 0
------------------
(v) Net aggregate price of securities
sold and issued during the fiscal
year in reliance on rule 24f-2
[line (i), plus line (ii) less
line (iii), plus line
(iv))] (if applicable): $ 979,554,495.29
------------------
(vi) Multiplier prescribed by
Section 6(b) of the Securities
Act of 1933 or other
applicable law or regulation
(see Instruction C.6): x 1/2900
-----------------
(vii) Fee due [line (i) or line
(v) multiplied by line (vi)]: $ 337,777.41
-----------------
INSTRUCTION: Issuers should complete line (ii), (iii), (iv), and (v)
only if the form is being filed within 60 days after
the close of the issuer's fiscal year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's
Rules of Informal and Other Procedures (17CFR 202.3a).
[ X ]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository: February 15, 1996
SIGNATURES
This report has been signed below by the following persons
on behalf of the issuer and in the capacities and on the dates
indicated.
By (Signature and Title)* /s/ James R. Rooney
--------------------------
James R. Rooney, Treasurer
Date February 15, 1996
-----------------
* Please print the name and title of the signing officer below the signature.
Item 2. Name of each series or class of funds for which this
notice is filed:
Active Country Allocation Portfolio
Aggressive Equity Portfolio
Asian Equity Portfolio
Balanced Portfolio
Emerging Growth Portfolio
Emerging Markets Debt Portfolio
Emerging Markets Portfolio
Equity Growth Portfolio
European Equity Portfolio
Fixed Income Portfolio
Global Equity Portfolio
Global Fixed Income Portfolio
Gold Portfolio
High Yield Portfolio
International Equity Portfolio
International Small Cap Portfolio
Japanese Equity Portfolio
Latin American Portfolio
Money Market Portfolio
Municipal Bond Portfolio
Municipal Money Market Portfolio
Small Cap Value Equity Portfolio
U.S. Real Estate Portfolio
Value Equity Portfolio
[ LETTERHEAD OF MORGAN, LEWIS & BOCKIUS LLP ]
February 12, 1996
Morgan Stanley Institutional Fund, Inc.
1221 Avenue of the Americas
New York, New York 10020
Re: Rule 24f-2 Notice for Morgan Stanley Institutional
Fund, Inc. (Registration No. 33-23166)
--------------------------------------------------
Gentlemen:
Morgan Stanley Institutional Fund, Inc. (the "Fund") is a
corporation organized under the laws of the State of Maryland
with its principal place of business in New York, New York.
The Fund is an open-end management investment company with
diversified and non-diversified series and is registered with
the Securities and Exchange Commission (the "Commission") under
the Investment Company Act of 1940, as amended (the "1940
Act"). This opinion relates to shares of common stock, par
value $.001 per share (the "Common Stock"), issued by the Fund
in reliance upon Rule 24f-2, adopted under the 1940 Act, for
the fiscal year ended December 31, 1995.
We have reviewed all proceedings taken by the Fund in
connection with the offer and sale of the shares of Common
Stock which have been offered under prospectuses (collectively,
the "Prospectus") included as part of the Fund's Registration
Statement on Form N-1A, as amended through the date hereof,
which has been filed with the Commission under the Securities
Act of 1933, as amended, and the 1940 Act.
We are of the opinion that the shares of Common Stock, the
registration of which is made definite by the filing of the
attached Rule 24f-2 Notice, when sold and issued in return for
payment as described in the Prospectus, were legally issued,
fully paid and nonassessable by the Fund.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
cc: Valerie Y. Lewis
