MORGAN STANLEY DEAN WITTER INSTITUTIONAL FUND INC
497, 2000-02-01
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                       SUPPLEMENT DATED FEBRUARY 1, 2000
                        TO PROSPECTUS DATED MAY 1, 1999
               AS AMENDED AND SUPPLEMENTED THROUGH JUNE 30, 1999

                                       OF

                         EUROPEAN REAL ESTATE PORTFOLIO
                          ASIAN REAL ESTATE PORTFOLIO
                           U.S. REAL ESTATE PORTFOLIO

                               PORTFOLIOS OF THE

              MORGAN STANLEY DEAN WITTER INSTITUTIONAL FUND, INC.
                                 P.O. BOX 2798
                             BOSTON, MASSACHUSETTS
                                   02208-2798
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    The Prospectus is hereby amended and supplemented to reflect changes in the
portfolio management of the European Real Estate and Asian Real Estate
Portfolios. Daniel A. Policy no longer serves as a Portfolio Manager to the
European Real Estate Portfolio. Timothy Jensen no longer serves as a Portfolio
Manager to the Asian Real Estate Portfolio. Theodore R. Bigman and Jan Willem
de Geus will continue to share primary responsibility for managing the assets of
the European Real Estate Portfolio. Theodore R. Bigman, joined by Angeline Ho,
now share primary responsibility for managing the assets of the Asian Real
Estate Portfolio. Accordingly, the paragraphs "EUROPEAN REAL ESTATE EQUITY
PORTFOLIO" and "ASIAN REAL ESTATE PORTFOLIO" on page 8 are hereby deleted and
replaced with the following:

EUROPEAN REAL ESTATE PORTFOLIO
THEODORE R. BIGMAN AND JAN WILLEM DE GEUS

Theodore R. Bigman joined MSDW Investment Management in 1995 and currently is a
Managing Director of MSDW Investment Management and Morgan Stanley. He has
primary responsibility for managing MSDW Investment Management's global real
estate securities business. Prior to joining MSDW Investment Management, he was
a Director at CS First Boston, where he worked for eight years in the Real
Estate Group. While at CS First Boston, Mr. Bigman established and managed that
firm's REIT effort, which included primary responsibility for $2.5 billion of
initial public offerings by REITs. Mr. Bigman graduated from Brandeis University
in 1983 with a B.A. in Economics and received his M.B.A. from Harvard University
in 1987. Jan Willem de Geus joined MSDW Investment Management in 1997 to
establish and manage the European Real Estate Portfolio and currently is a Vice
President of MSDW Investment Management. During March through May 1999, he
departed MSDW Investment Management to act as a consultant in the real estate
securities business. Before joining MSDW Investment Management in 1997, he was
employed at the Dutch Metalworkers Pensionfund (MPMA), where he worked for four
years in the international real estate department. At the MPMA he was involved
in the acquisition of direct real estate, was responsible for selecting REIT
managers in the United States and was a portfolio manager of international real
estate securities. He graduated from the University of Nijmegen in 1991 with a
doctorate in city planning with a specialization in real estate and received a
masters degree in real estate investment from the Pennsylvania State University
in 1993. He is currently in the
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final stage of finishing his RBA (the Dutch equivalent of an American CFA).
Mr. Bigman has shared primary responsibility for managing the Portfolio's assets
since January 1999. Mr. de Geus had primary responsibility for managing the
Portfolio's assets from its inception until his departure in February 1999 and
has shared primary responsibility for managing the Portfolio's assets since his
return in June 1999.

ASIAN REAL ESTATE PORTFOLIO
THEODORE R. BIGMAN AND ANGELINE HO

Information about Theodore R. Bigman is included under the European Real Estate
Portfolio above. Angeline Ho joined MSDW Investment Management in 1997 as a
senior associate. Prior to joining MSDW Investment Management, she was a senior
research analyst at Schroder Securities from 1993 to 1995, and at SocGen-Crosby
Securities from 1995 to 1997, where she was primarily responsible for the
coverage of the listed real estate securities in Singapore and Malaysia. Prior
to 1991, she worked for Debenham Tewson International where she was involved in
property appraisal and consultancy. She is a qualified property appraiser,
received a B.Sc. with honours in Estate Management from the National University
of Singapore and an M.B.A. in Accountancy from the Nanyang Technological
University. Mr. Bigman has shared primary responsibility for managing the
Portfolio's assets since June 1999. Ms. Ho has shared primary responsibility for
managing the Portfolio's assets since January 2000.

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