<PAGE>
SUPPLEMENT DATED AUGUST 19, 1996
TO PROSPECTUS DATED MAY 1, 1996
EMERGING MARKETS PORTFOLIO
EMERGING MARKETS DEBT PORTFOLIO
PORTFOLIOS OF THE
MORGAN STANLEY INSTITUTIONAL FUND, INC.
P.O. BOX 2798
BOSTON, MASSACHUSETTS
02208-2798
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The Prospectus is hereby amended and supplemented to reflect the addition of
a Portfolio Manager to the Emerging Markets Portfolio.
ADDITION OF PORTFOLIO MANAGER. Marianne L. Hay has joined Madhav Dhar as a
portfolio manager with primary responsibility for managing the assets of the
Emerging Markets Portfolio. Accordingly, the second paragraph on p. 26 of the
Prospectus is deleted and replaced with the following paragraph:
EMERGING MARKETS PORTFOLIO -- MADHAV DHAR AND MARIANNE L. HAY. 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 a Director of the Morgan Stanley
Emerging Markets Fund, Inc. (a closed-end investment company). He holds
a B.S. (honors) from St. Stephens College, Delhi University (India), and
an M.B.A. from Carnegie-Mellon University. Mr. Dhar has had primary
responsibility for managing the Portfolio's assets since its inception.
Marianne L. Hay, a Managing Director of Morgan Stanley & Co.
Incorporated, shares primary responsibility for managing the Portfolio's
assets. She joined the Adviser in June 1993 to work with the Adviser's
senior management covering all emerging markets, asset allocation,
product development and client services. Ms. Hay has 17 years of
investment experience. Prior to joining the Adviser, she was a director
of Martin Currie Investment Management, Ltd. where her responsibilities
included geographic asset allocation and portfolio management for global
and emerging markets funds, as well as being director in charge of the
company's North American clients. Prior to her tenure at Martin Currie
Investment Management, Ltd. she worked for the Bank of Scotland and the
investment management firm of Ivory and Sime plc. She graduated with an
honors degree in genetics from Edinburgh University and holds a Diploma
in Education and the qualification of the Association of the Institute
of Bankers in Scotland.
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<PAGE>
SUPPLEMENT DATED AUGUST 19, 1996
TO PROSPECTUS DATED MAY 1, 1996
SMALL CAP VALUE EQUITY PORTFOLIO
VALUE EQUITY PORTFOLIO
BALANCED PORTFOLIO
PORTFOLIOS OF THE
MORGAN STANLEY INSTITUTIONAL FUND, INC.
P.O. BOX 2798
BOSTON, MASSACHUSETTS
02208-2798
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The Prospectus is hereby amended and supplemented to reflect a change in
Portfolio Managers for the Small Cap Value Equity Portfolio.
REPLACEMENT OF PORTFOLIO MANAGER. Christian K. Stadlinger, a Portfolio
Manager of the Small Cap Value Equity Portfolio of the Fund, resigned from
Morgan Stanley Asset Management Inc. in August, 1996. Gary D. Haubold and
William B. Gerlach have therefore assumed primary responsibility for managing
the assets of the Small Cap Value Equity Portfolio. Accordingly, the third full
paragraph on p. 18 is deleted and replaced with the following paragraph:
PORTFOLIO MANAGERS
Stephen C. Sexauer and Alford E. Zick, Jr. have primary
responsibility for managing the Balanced Portfolio and the Value Equity
Portfolio and have had such responsibility since the Portfolios'
inception in February and January, 1990, respectively. Gary D. Haubold
and William B. Gerlach share primary responsibility for managing the
Small Cap Value Equity Portfolio and have had such responsibility since
August, 1996.
Additionally, the first full paragraph on p. 19 of the Prospectus is deleted
and replaced with the following paragraphs:
GARY D. HAUBOLD. Mr. Haubold joined the Adviser in July, 1996 and
has served as a portfolio manager with the Adviser's affiliate, Miller
Anderson & Sherrerd, LLP for the past three years. Prior thereto, Mr.
Haubold held several positions at Wood, Struthers & Winthrop including
Vice President and Director of Equity Research, Portfolio Manager and
Senior Vice President. Mr. Haubold has a B.S. degree (Magna Cum Laude)
in Civil Engineering from Rice University and an M.B.A. from the
University of Pennsylvania -- The Wharton School. In addition, Mr.
Haubold is a member of the New York Society of Security Analysts and is
a Certified Financial Analyst.
WILLIAM B. GERLACH. Mr. Gerlach joined the Adviser in July, 1996
and has worked with the Adviser's affiliate, Miller Anderson & Sherrerd,
LLP for the past five years. Previously, he was with Alphametrics
Corporation and Wharton Econometric Forecasting Associates. Mr. Gerlach
received a B.A. in Economics from Haverford College.
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