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:
06/30/97
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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 1,627,287,712.70 and $2,312,677,584.95,
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 1,627,287,712.70 and $2,312,677,584.95, 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 16,534,038.218 and $53,682,362.66, 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): $ 2,312,677,584.95
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(ii) Aggregate price of shares
issued in connection with
dividend reinvestment plans
(from Item 11, if applicable): + 53,682,362.66
-----------------------
(iii) Aggregate price of shares
redeemed or repurchased during
the fiscal year (if applicable): - 2,191,419,525.43
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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): $ 174,940,422.18
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(vi) Multiplier prescribed
by Section 6(b) of the Securities
Act of 1933 or other applicable
law or regulation (see x 1/33 of 1%
Instruction C.6): -----------------------
(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 53,012.25
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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: August 25, 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/ Joanna Haigney
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Joanna Haigney, Assistant Treasurer
Date August 25, 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:
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 Government Obligations Money Market Fund
Morgan Stanley High Yield Fund - Class A
Morgan Stanley High Yield Fund - Class B
Morgan Stanley High Yield Fund - Class C
Morgan Stanley International Magnum Fund - Class A
Morgan Stanley International Magnum Fund - Class B
Morgan Stanley International Magnum 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 Money Market Fund
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
Morgan Stanley Worldwide High Income Fund - Class A
Morgan Stanley Worldwide High Income Fund - Class B
Morgan Stanley Worldwide High Income Fund - Class C
2000 Logan Square Morgan, Lewis
Philadelphia, PA 19103-6993 & Bockius LLP
215-963-5000 Counselors At Law
Fax: 215-963-5299
August 22, 1997
Morgan Stanley Fund, Inc.
P.O. Box 418256
Kansas City, Missouri 64141
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 "Company") is a corporation
organized under the laws of the State of Maryland with its
principal executive offices in Oakbrook Terrace, Illinois.
The Company 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 Company in
reliance upon Rule 24f-2, adopted under the 1940 Act, during
the Company's fiscal year ended June 30, 1997, the
registration of which is made definite by the filing of the
attached Notice.
We have reviewed all proceedings taken by the Company in
connection with the offer and sale of the shares of common
stock, par value $.001 per share, which have been offered
under prospectuses included as part of the Company'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 Company's
prospectuses included as part of the Company's Registration
Statement, legally issued, fully paid and nonassessable by
the Company.
Very truly yours,
/s/ Morgan Lewis & Bockius, LLP
