CERTIFICATION
Pursuant to Rule 497(j) under the Securities Act of 1933, as
amended, and Regulation S-T, Morgan Stanley Institutional Fund,
Inc. (the "Registrant") (1933 Act File No. 33-23166) certifies
that (a) the form of statement of additional information dated
May 1, 1996 as amended August 30, 1996 used with respect to the
International Magnum Portfolio, does not differ materially from
that contained in Post-Effective Amendment No. 31 ("Amendment No.
31") to the Registrant's Registration Statement on Form N-1A, and
(b) Amendment No. 31 was filed electronically with the Commission
(Accession No. 0000912057-96-019372) on August 30, 1996.
MORGAN STANLEY INSTITUTIONAL FUND, INC.
By: /s/ Karl O. Hartmann
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Karl O. Hartmann, Assistant Secretary
