<PAGE>
SUPPLEMENT DATED FEBRUARY 19, 1997
TO THE PROSPECTUSES DATED JANUARY 2, 1997
MORGAN STANLEY FUND, INC. (THE "FUND")
P.O. BOX 41826
KANSAS CITY, MISSOURI
64141
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On February 5, 1997, Morgan Stanley Group Inc. and Dean Witter, Discover &
Co. announced that they had entered into an Agreement and Plan of Merger to form
Morgan Stanley, Dean Witter, Discover & Co. Morgan Stanley Group Inc. is the
direct parent of Morgan Stanley Asset Management Inc., the Fund's investment
adviser. Subject to certain conditions being met, it is currently anticipated
that the transaction will close in mid-1997. Thereafter, Morgan Stanley Asset
Management Inc. will be a subsidiary of Morgan Stanley, Dean Witter, Discover &
Co.
Dean Witter, Discover & Co. is a financial services company with three major
businesses: full service brokerage, credit services and asset management.
--------------
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
<PAGE>
SUPPLEMENT DATED FEBRUARY 19, 1997
TO THE PROSPECTUS DATED JANUARY 2, 1997
MORGAN STANLEY AGGRESSIVE EQUITY FUND
MORGAN STANLEY AMERICAN VALUE FUND
MORGAN STANLEY EQUITY GROWTH FUND
MORGAN STANLEY MID CAP GROWTH FUND
MORGAN STANLEY U.S. REAL ESTATE FUND
MORGAN STANLEY VALUE FUND
PORTFOLIOS OF THE
MORGAN STANLEY FUND, INC. (THE "FUND")
P.O. BOX 41826
KANSAS CITY, MISSOURI
64141
-------------
On February 5, 1997, Morgan Stanley Group Inc. and Dean Witter, Discover &
Co. announced that they had entered into an Agreement and Plan of Merger to form
Morgan Stanley, Dean Witter, Discover & Co. Morgan Stanley Group Inc. is the
direct and indirect parent, respectively, of Morgan Stanley Asset Management
Inc. and Miller Anderson & Sherrerd, LLP, the Fund's investment advisers.
Subject to certain conditions being met, it is currently anticipated that the
transaction will close in mid-1997. Thereafter, Morgan Stanley Asset Management
Inc. and Miller Anderson & Sherrerd, LLP will be subsidiaries of Morgan Stanley,
Dean Witter, Discover & Co.
Dean Witter, Discover & Co. is a financial services company with three major
businesses: full service brokerage, credit services and asset management.
--------------
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
