MORGAN STANLEY FUND INC
497, 1995-09-01
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<PAGE>
                        SUPPLEMENT DATED AUGUST 31, 1995
                     TO THE PROSPECTUS DATED AUGUST 1, 1995

                           MORGAN STANLEY FUND, INC.
                                 P.O. BOX 2798
                             BOSTON, MASSACHUSETTS
                                   02208-2798
                                 -------------

    The prospectus dated August 1, 1995 (the "Prospectus") of the Morgan Stanley
Fund,  Inc. (the "Fund") is hereby amended and supplemented, effective September
1, 1995, by the following:

    The  first  two  sentences  of  the  second  paragraph  under  the   heading
"Administration" on page 59 are deleted and replaced by the following:

    In  a merger completed  on September 1, 1995,  the Chase Manhattan Bank,
    N.A. ("Chase") succeeded to all of the rights and obligations under  the
    U.S.  Trust Administration Agreement between  the Adviser and the United
    States Trust Company of New York ("U.S. Trust"), pursuant to which  U.S.
    Trust had agreed to provide certain administrative services to the Fund.
    Pursuant  to  a  delegation  clause  in  the  U.S.  Trust Administration
    Agreement, U.S. Trust delegated  its administration responsibilities  to
    Mutual  Funds Service  Company ("MFSC"  or the  "Transfer Agent"), which
    after the merger with Chase is  a subsidiary of Chase and will  continue
    to provide certain administrative services to the Fund.
                                 --------------

    The  information in  paragraph "2)B."  of the  "Purchase of  Shares" section
under the heading  "Initial Purchases Directly  From the Fund  -- 2) By  Federal
Funds Wire" on page 69 is deleted and replaced by the following:
                           Chase Manhattan Bank, N.A.
                           One Chase Manhattan Plaza
                            New York, NY 10081-1000
                                 ABA# 021000021
                               DDA# 910-2-732907
                        Attn: Morgan Stanley Fund, Inc.
            Ref: (Fund name, your account number, your account name)

         Please call the Fund at 1-800-282-4404 prior to wiring funds.
                                 --------------

    The  language in the second paragraph of  "2)C." of the "Purchase of Shares"
section under the  heading "Initial Purchases  Directly From the  Fund -- 2)  By
Federal Funds Wire" on page 70 is deleted and replaced by the following:

    Federal  Funds purchase orders will  be accepted only on  a day on which
    the Fund and Chase  (the "Custodian Bank") are  open for business.  Your
    bank may charge a service fee for wiring funds.
                                 --------------

    The  first  two  sentences under  the  heading "Custodian"  in  the "General
Information" section on page 82 are deleted and replaced by the following:

    As of September 1,  1995, domestic securities and  cash are held by  the
    Chase  Manhattan Bank, N.A.,  New York ("Chase"),  which replaced United
    States Trust  Company of  New York,  New York,  as the  Fund's  domestic
    custodian. Chase is not an affiliate of the Adviser of Distributor.
                                 --------------

               PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
<PAGE>
                        SUPPLEMENT DATED AUGUST 31, 1995
        TO THE STATEMENT OF ADDITIONAL INFORMATION DATED AUGUST 1, 1995

                           MORGAN STANLEY FUND, INC.
                                 P.O. BOX 2798
                             BOSTON, MASSACHUSETTS
                                   02208-2798
                                 -------------

    The  Statement of Additional Information dated August 1, 1995 (the "SAI") of
the Morgan Stanley Fund, Inc.
(the "Fund") is hereby amended and supplemented by adding the following  indices
to   page  29  in  the  "Performance  Information"  section  under  the  heading
"Comparisons":

    (cc) Morgan Stanley Capital International Emerging Markets Global  Latin
       American  Index  -- an  unmanaged,  arithmetic market  value weighted
       average of  the  performance of  over  196 securities  on  the  stock
       exchanges  of Argentina,  Brazil, Chile,  Columbia, Mexico,  Peru and
       Venezuela (Assumes reinvestment of dividends).

    (dd) IFC Global Total  Return Composite Index --  an unmanaged index  of
       common  stocks and includes 18 developing countries in Latin America,
       East and  South Asia,  Europe, the  Middle East  and Africa  (net  of
       dividends reinvested).

    (ee)  EMBI+ --  Expanding on the  EMBI, which includes  only Bradys, the
       EMBI+ includes a broader group  of Brady Bonds, loans, Eurobonds  and
       U.S. Dollar local markets instruments. A more comprehensive benchmark
       than  EMBI, the EMBI+ covers 49 instruments from 14 countries. At $98
       billion, its market  cap is nearly  50% higher than  the EMBI's.  The
       EMBI+  is not,  however, intended to  replace the EMBI  but rather to
       complement it. The EMBI continues to represent the most liquid,  most
       easily  traded segment of the market,  while the EMBI+ represents the
       broader market, including more of the assets that investors typically
       hold in their portfolios. Both of these indices are published daily.


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