MORGAN STANLEY INSTITUTIONAL FUND INC
497, 1997-03-26
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                        SUPPLEMENT DATED MARCH 26, 1997
                      TO THE PROSPECTUS DATED MAY 1, 1996

                            EQUITY GROWTH PORTFOLIO

                           EMERGING GROWTH PORTFOLIO

                               MICROCAP PORTFOLIO

                          AGGRESSIVE EQUITY PORTFOLIO

                               PORTFOLIOS OF THE

                    MORGAN STANLEY INSTITUTIONAL FUND, INC.
                                 P.O. BOX 2798
                             BOSTON, MASSACHUSETTS
                                   02208-2798
 
                                 -------------
 
    The Prospectus is hereby amended and supplemented to reflect the resignation
of  Dennis  G. Sherva  as Portfolio  Manager of  the Emerging  Growth Portfolio.
Therefore, effective April 1, 1997, Kurt  A. Feuerman, Christopher R. Blair  and
Daniel  R.  Lascano are  assuming  the positions  of  Portfolio Managers  of the
Emerging Growth Portfolio. Accordingly, the first paragraph on Page 26 is hereby
deleted and replaced with the following:
 
    EMERGING GROWTH  PORTFOLIO  --  KURT  A. FEUERMAN,  DANIEL  R.  LASCANO  AND
CHRISTOPHER  R.  BLAIR. Information  about Mr.  Feuerman  is included  under the
Equity Growth Portfolio above.
 
    Daniel Lascano is a  Vice President of Morgan  Stanley Asset Management.  He
joined the Firm in 1993 as an equity analyst. Prior to joining MSAM, Mr. Lascano
worked  at Morgan Stanley  & Co. as  a research assistant  to Kurt Feuerman. Mr.
Lascano graduated from the University of  California at Berkeley with a B.A.  in
Economics and Statistics.
 
    Christopher  Blair  joined  Morgan Stanley  Asset  Management in  1993  as a
Security Analyst  in  the Emerging  Growth  Stock  Group. He  was  elected  Vice
President  in 1996. Prior  to joining MSAM,  he was a  Financial Analyst for two
years in Morgan Stanley's Corporate Finance Department, where he focused on  the
telecommunications  and technology sectors. Mr. Blair graduated with Distinction
from McGill  University with  a B.A.  in Economics  and Political  Science.  Mr.
Feuerman,  Mr.  Lascano and  Mr. Blair  have  shared primary  responsibility for
managing the Portfolio's assets since April 1997.
 
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              PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE.


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