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SUPPLEMENT DATED APRIL 4, 1996
MORGAN STANLEY INSTITUTIONAL FUND, INC.
P.O. BOX 2798
BOSTON, MASSACHUSETTS
02208-2798
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Each of the prospectuses dated January 2, 1996 of the Equity Growth,
Emerging Growth, MicroCap, Aggressive Equity, Emerging Markets, Emerging Markets
Debt, Global Equity, International Equity, International Small Cap, Asian
Equity, European Equity, Japanese Equity, Latin American, Active Country
Allocation, Fixed Income, Global Fixed Income, Municipal Bond, Mortgage-Backed
Securities, High Yield, Money Market, Municipal Money Market, Small Cap Value
Equity, Value Equity, Balanced, U.S. Real Estate and Gold Portfolios of the
Morgan Stanley Institutional Fund, Inc. (the "Fund") and the prospectus dated
February 15, 1996, of the International Magnum Portfolio of the Fund is hereby
amended and supplemented, effective on March 20, 1996, by the following:
1. The last paragraph under the headings "Minimum Investment and
Account Sizes; Conversion from Class A to Class B Shares" in the
"Purchase of Shares" section is supplemented at the beginning of the
paragraph by the following:
Investors may also invest in the Fund by purchasing shares through a
trust department, broker, dealer, agent, financial planner, financial
services firm or investment adviser. An investor may be charged an
additional service or transaction fee by that institution.
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PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
