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 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: 1
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3. Investment Company Act File Number: 811-7140
Securities Act File Number: 33-51294
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4. Last day of fiscal year for which this notice is filed:
06/30/96
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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 46,111,977 and $622,904,910, 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 46,111,977 and $622,904,910, 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 871,934 and $10,990,239, 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): $ 622,904,910
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(ii) Aggregate price of shares
issued in connection with
dividend reinvestment plans
(from Item 11, if applicable): + 10,990,239
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(iii) Aggregate price of shares
redeemed or repurchased during
the fiscal year (if applicable): - 244,726,178
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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): $ 389,168,971
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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 1/2900
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(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 134,196.20
======================
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: August 23, 1996
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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 August 23, 1996
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* Please print the name and title of the signing officer below the signature.
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<PAGE>
Item 2. Name of each series or class of funds for which this notice is filed:
Morgan Stanley Aggressive Equity Fund - Class A
Morgan Stanley Aggressive Equity Fund - Class B
Morgan Stanley Aggressive Equity Fund - Class C
Morgan Stanley American Value Fund - Class A
Morgan Stanley American Value Fund - Class B
Morgan Stanley American Value Fund - Class C
Morgan Stanley Asian Growth Fund - Class A
Morgan Stanley Asian Growth Fund - Class B
Morgan Stanley Asian Growth Fund - Class C
Morgan Stanley Emerging Markets Fund - Class A
Morgan Stanley Emerging Markets Fund - Class B
Morgan Stanley Emerging Markets Fund - Class C
Morgan Stanley Global Equity Allocation Fund - Class A
Morgan Stanley Global Equity Allocation Fund - Class B
Morgan Stanley Global Equity Allocation Fund - Class C
Morgan Stanley Global Fixed Income Fund - Class A
Morgan Stanley Global Fixed Income Fund - Class B
Morgan Stanley Global Fixed Income Fund - Class C
Morgan Stanley Latin American Fund - Class A
Morgan Stanley Latin American Fund - Class B
Morgan Stanley Latin American Fund - Class C
Morgan Stanley Worldwide High Income Fund - Class A
Morgan Stanley Worldwide High Income Fund - Class B
Morgan Stanley Worldwide High Income Fund - Class C
Morgan Stanley High Yield Fund - Class A
Morgan Stanley High Yield Fund - Class B
Morgan Stanley High Yield Fund - Class C
Morgan Stanley U.S. Real Estate Fund - Class A
Morgan Stanley U.S. Real Estate Fund - Class B
Morgan Stanley U.S. Real Estate Fund - Class C
[LETTERHEAD OF MORGAN, LEWIS & BOCKIUS LLP]
August 19, 1996
Morgan Stanley Fund, Inc.
P.O. Box 2798
Boston, MA 02208-2798
Re: Rule 24f-2 Notice for Morgan Stanley Fund, Inc.
(File Nos. 33-51294 and 811-7140)
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Gentlemen:
Morgan Stanley Fund, Inc. (the "Fund") is a corporation organized
under the laws of the State of Maryland with its principal
executive offices in New York, New York. The Fund is an open-end
management investment company with diversified and non-
diversified series 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, sold by the
Fund in reliance upon Rule 24f-2, adopted under the 1940 Act,
during the Fund's fiscal year ended June 30, 1996, the
registration of which is made definite by the filing of the
attached Notice.
We have reviewed all proceedings taken by the Fund in connection
with the offer and sale of the shares of common stock, par value
$.001 per share, which have been offered under a prospectus
included as part of the Fund's Registration Statement on Form N-
1A, as amended to date, which has been filed with the Commission
under the Securities Act of 1933, as amended, and the 1940 Act
(collectively, the "Registration Statement").
We are of the opinion that such shares of common stock sold
pursuant to the Registration Statement were, when issued in
return for the payment described in the Fund's prospectus
included as part of the Fund's Registration Statement, legally
issued, fully paid and nonassessable by the Fund.
Very truly yours,
MORGAN, LEWIS & BOCKIUS LLP
By: /s/ Richard W. Grant
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Richard W. Grant, a Partner
