U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
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1. Name and address of issuer:
Morgan Stanley Institutional Fund, Inc.
1221 Avenue of the Americas
New York, New York 10020
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2. Name of each series or class of funds for which this notice is
filed:
Number of Additional Pages: 2
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3. Investment Company Act File Number: 811-5624
Securities Act File Number: 33-23166
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4. Last day of fiscal year for which this notice is filed:
12/31/96
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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:
[ ]
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6. Date of termination of issuer's declaration under rule 24f-
2(a)(1), if applicable (see Instruction A.6):
None
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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
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8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
None
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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 19,236,200,899 and $21,823,752,832,
respectively.
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<PAGE>
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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 19,236,200,899 and $21,823,752,832, respectively.
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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 102,021,549 and $485,199,833, respectively.
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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): $ 21,823,752,832
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(ii) Aggregate price of shares issued in
connection with dividend reinvestment plans
(from Item 11, if applicable): + 485,199,833
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(iii) Aggregate price of shares redeemed or
repurchased during
the fiscal year (if applicable): - 20,179,888,237
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(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
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(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): $ 2,129,064,428
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(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933
or other applicable law or regulation
(see Instruction C.6): x 1/33 of 1%
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(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 645,171
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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.
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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 21, 1997
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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
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James R. Rooney, Treasurer
Date February 21, 1997
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* Please print the name and title of the signing officer below the signature.
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Item 2. Name of each series or class of funds for which this notice is filed:
Active Country Allocation Portfolio - Class A
Active Country Allocation Portfolio - Class B
Aggressive Equity Portfolio - Class A
Aggressive Equity Portfolio - Class B
Asian Equity Portfolio - Class A
Asian Equity Portfolio - Class B
Balanced Portfolio - Class A
Balanced Portfolio - Class B
Emerging Growth Portfolio - Class A
Emerging Growth Portfolio - Class B
Emerging Markets Portfolio - Class A
Emerging Markets Portfolio - Class B
Emerging Markets Debt Portfolio - Class A
Emerging Markets Debt Portfolio - Class B
Equity Growth Portfolio - Class A
Equity Growth Portfolio - Class B
European Equity Portfolio - Class A
European Equity Portfolio - Class B
Fixed Income Portfolio - Class A
Fixed Income Portfolio - Class B
Global Equity Portfolio - Class A
Global Equity Portfolio - Class B
Global Fixed Income Portfolio - Class A
Global Fixed Income Portfolio - Class B
Gold Portfolio - Class A
Gold Portfolio - Class B
High Yield Portfolio - Class A
High Yield Portfolio - Class B
International Equity Portfolio - Class A
International Equity Portfolio - Class B
International Magnum Portfolio - Class A
International Magnum Portfolio - Class B
International Small Cap Portfolio - Class A
Japanese Equity Portfolio - Class A
Japanese Equity Portfolio - Class B
<PAGE>
PAGE 2 - (CONTINUED)
Item 2. Name of each series or class of funds for which this
notice is filed:
Latin American Portfolio - Class A
Latin American Portfolio - Class B
Money Market Portfolio - Class A
Municipal Bond Portfolio - Class A
Municipal Bond Portfolio - Class B
Municipal Money Market Portfolio - Class A
Small Cap Value Equity Portfolio - Class A
Small Cap Value Equity Portfolio - Class B
Technology Portfolio - Class A
Technology Portfolio - Class B
U.S. Real Estate Portfolio - Class A
U.S. Real Estate Portfolio - Class B
Value Equity Portfolio - Class A
Value Equity Portfolio - Class B
[LETTERHEAD OF MORGAN, LEWIS & BOCKIUS LLP]
February 20, 1997
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)
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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, 1996.
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
