MORGAN STANLEY INDIA INVESTMENT FUND INC, DEF 14A, 1996-05-15

MORGAN STANLEY INDIA INVESTMENT FUND INC
DEF 14A, 1996-05-15

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<PAGE> 1

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:

<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>

Morgan Stanley India Investment Fund, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

------------------------------------------------------------------------

(5) Total fee paid:

------------------------------------------------------------------------

/ / Fee paid previously with preliminary materials.

----------------------------------------------------------------------------

/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

------------------------------------------------------------------------

(2) Form, Schedule or Registration Statement No.:

------------------------------------------------------------------------

(3) Filing Party:

------------------------------------------------------------------------

(4) Date Filed:

------------------------------------------------------------------------
<PAGE> 2

MORGAN STANLEY INDIA INVESTMENT FUND, INC.
C/O MORGAN STANLEY ASSET MANAGEMENT INC.
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020

---------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

---------------------

To Our Stockholders:

Notice is hereby given that the Annual Meeting of Stockholders of Morgan
Stanley India Investment Fund, Inc. (the "Fund") will be held on Wednesday, June
19, 1996, at 8:30 A.M. (New York time), in Conference Room 3 at 1221 Avenue of
the Americas, 22nd Floor, New York, New York 10020, for the following purposes:

1. To elect two Class II Directors for a term of three years.

2. To ratify or reject the selection by the Board of Directors of
Price Waterhouse LLP as independent accountants for the Fund for the fiscal
year ending December 31, 1996.

3. To consider and act upon any other business as may properly come
before the Meeting or any adjournment thereof.

Only stockholders of record at the close of business on April 26, 1996 are
entitled to notice of, and to vote at, this Meeting or any adjournment thereof.

VALERIE Y. LEWIS
Secretary

Dated: May 15, 1996

IF YOU DO NOT EXPECT TO ATTEND THE MEETING, PLEASE SIGN AND PROMPTLY RETURN
THE ENCLOSED PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE. IN ORDER TO AVOID
THE ADDITIONAL EXPENSE TO THE FUND OF FURTHER SOLICITATION, WE ASK YOUR
COOPERATION IN MAILING IN YOUR PROXY PROMPTLY.
<PAGE> 3

MORGAN STANLEY INDIA INVESTMENT FUND, INC.
C/O MORGAN STANLEY ASSET MANAGEMENT INC.
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020

-------------------------------
PROXY STATEMENT
-------------------------------

This statement is furnished by the Board of Directors of Morgan Stanley
India Investment Fund, Inc. (the "Fund") in connection with the solicitation of
Proxies for use at the Annual Meeting of Stockholders (the "Meeting") to be held
on Wednesday, June 19, 1996, at 8:30 A.M. (New York time), in Conference Room 3
at the principal executive office of Morgan Stanley Asset Management Inc.
(hereinafter "MSAM" or the "Manager"), 1221 Avenue of the Americas, 22nd Floor,
New York, New York 10020. The purpose of the Meeting and the matters to be acted
upon are set forth in the accompanying Notice of Annual Meeting of Stockholders.
It is expected that the Notice of Annual Meeting, Proxy Statement and form of
Proxy will first be mailed to stockholders on or about May 15, 1996.

If the accompanying form of Proxy is executed properly and returned, shares
represented by it will be voted at the Meeting in accordance with the
instructions on the Proxy. A Proxy may be revoked at any time prior to the time
it is voted by written notice to the Secretary of the Fund or by attendance at
the Meeting. If no instructions are specified, shares will be voted FOR the
election of the nominees for Directors and FOR ratification of Price Waterhouse
LLP as independent accountants of the Fund for the fiscal year ending December
31, 1996. Abstentions and broker non-votes are each included in the
determination of the number of shares present at the Meeting.

The close of business on April 26, 1996 has been fixed as the record date
for the determination of stockholders entitled to notice of, and to vote at, the
Meeting and at any adjournment thereof. On that date, the Fund had 35,707,092
shares of Common Stock outstanding and entitled to vote. Each share will be
entitled to one vote at the Meeting.

The expense of solicitation will be borne by the Fund and will include
reimbursement to brokerage firms and others for expenses in forwarding proxy
solicitation materials to beneficial owners. The solicitation of Proxies will be
largely by mail, but may include, without cost to the Fund, telephonic,
telegraphic or oral communications by regular employees of the Manager. The
solicitation of Proxies is also expected to include communications by employees
of Shareholder Communications Corporation, a proxy solicitation firm to be
engaged by the Fund at a cost not expected to exceed $5,000 plus expenses.

THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT FOR ITS
FISCAL YEAR ENDED DECEMBER 31, 1995, TO ANY STOCKHOLDER REQUESTING SUCH REPORT.
REQUESTS FOR THE ANNUAL REPORT SHOULD BE MADE IN WRITING TO MORGAN STANLEY INDIA
INVESTMENT FUND, INC., C/O CHASE GLOBAL FUNDS SERVICES COMPANY, P.O. BOX 2798,
BOSTON, MASSACHUSETTS 02208-2798, OR BY CALLING 1-800-221-6726.

Chase Global Funds Services Company is an affiliate of the Fund's
administrator, The Chase Manhattan Bank, N.A. ("Chase Bank"), and provides
administrative services to the Fund. The business address of Chase Bank is One
Chase Manhattan Plaza, New York, New York 10081, and the business address of
Chase Global Funds Services Company is 73 Tremont Street, Boston, Massachusetts
02108.

The Board recommends that the stockholders vote in favor of each of the
matters mentioned in Items 1 and 2 of the Notice of Annual Meeting.
<PAGE> 4

ELECTION OF DIRECTORS
(PROPOSAL NO. 1)

At the Meeting, two Directors will be elected to hold office for a term of
three years and until their successors are duly elected and qualified. It is the
intention of the persons named in the accompanying form of Proxy to vote, on
behalf of the stockholders, for the election of Barton M. Biggs and John A.
Levin as Class II Directors.

Pursuant to the Fund's By-Laws, the terms of office of the Directors are
staggered. The Board of Directors is divided into three classes, designated
Class I, Class II and Class III, with each class having a term of three years.
Each year the term of one class expires. Class I consists of John Sun Yue Chu,
Warren J. Olsen and Fergus Reid. Class II consists of Barton M. Biggs and John
A. Levin. Class III consists of Gerard E. Jones and R.M.J. Gerard La Hausse de
la Louviere. Only the Directors in Class II are being considered for election at
this Meeting.

Pursuant to the Fund's By-Laws, each Director holds office until (i) the
expiration of his term and until his successor has been elected and qualified,
(ii) his death, (iii) his resignation, (iv) December 31 of the year in which he
reaches seventy-three years of age, or (v) his removal as provided by statute or
the Articles of Incorporation.

The Board of Directors has an Audit Committee. The Audit Committee makes
recommendations to the full Board of Directors with respect to the engagement of
independent accountants and reviews with the independent accountants the plan
and results of the audit engagement and matters having a material effect on the
Fund's financial operations. The members of the Audit Committee are currently
Gerard E. Jones, John A. Levin and Fergus Reid, none of whom is an "interested
person," as defined under the Investment Company Act of 1940, as amended (the
"1940 Act"). The Chairman of the Audit Committee is Mr. Jones. The Audit
Committee met twice during the fiscal year ended December 31, 1995. The Board of
Directors does not have nominating or compensation committees or other
committees performing similar functions.

There were four meetings of the Board of Directors held during the fiscal
year ended December 31, 1995. For the fiscal year ended December 31, 1995, each
current Director, during his tenure, attended at least seventy-five percent of
the aggregate number of meetings of the Board and of any committee on which he
served.

Each of the nominees for Director has consented to be named in this Proxy
Statement and to serve as a director if elected. The Board of Directors has no
reason to believe that any of the nominees named above will become unavailable
for election as a director, but if that should occur before the Meeting, Proxies
will be voted for such persons as the Board of Directors may recommend.

2
<PAGE> 5

Certain information regarding the Directors and executive officers of the
Fund is set forth below:

<TABLE>
<CAPTION>
COMMON
STOCK SHARE
BENEFICIALLY EQUIVALENTS
OWNED AS OF OWNED UNDER
POSITION WITH PRINCIPAL OCCUPATIONS AND APRIL 26, DEFERRED FEE
NAME AND ADDRESS THE FUND OTHER AFFILIATIONS AGE 1996** ARRANGEMENTS+ PERCENT
- ------------------------------- --------------- -------------------------------- --- ----------- ------------ -------
<S> <C> <C> <C> <C> <C> <C>
Barton M. Biggs*............... Nominee; Chairman, Director and Managing 63 0 -- ***
1221 Avenue of the Americas Director; and Director of Morgan Stanley
New York, New York 10020 Chairman of Asset Management Inc. and
the Board Chairman and Director of
since 1994 Morgan Stanley Asset
Management Limited; Managing
Director of Morgan Stanley &
Co. Incorporated; Director of
Morgan Stanley Group Inc.;
Member of the Investment
Advisory Council of The
Thailand Fund; Director of the
Rand McNally Company; Member
of the Yale Development Board;
Director and Chairman of the
Board of sixteen U.S.
registered investment
companies managed by Morgan
Stanley Asset Management Inc.
John Sun Yue Chu............... Director Finance director of the ABC 59 0 0 ***
Orchard Towers since 1994 Group of Companies. Previously
Quatre Bornes Managing Director of Crown
Mauritius Eagle Investments Ltd.
Gerard E. Jones................ Director Partner in Richards & O'Neil, 59 5,456 0 ***
Richards & O'Neil, LLP since 1994 LLP; Director of Morgan Stanley
43 Arch Street Institutional Fund, Inc., PCS
Greenwich, Connecticut 06830 Cash Fund, Inc. and Morgan
Stanley Fund, Inc.
R.M.J. Gerard La Hausse........ Director Previously Managing Director of 68 0 0 ***
de la Louviere since 1994 the Anglo-Mauritius Assurance
Saint Clement Street Society Limited; Director of
Curepipe National Mutual Fund Limited,
Mauritius Les Moulins de la Concorde
Limitee, Mauritius Development
Investment Trust Co. Ltd., Sun
Resorts Limited, Dinarobin
Inns and Motels Co. Ltd., The
Mount S.E. Co. Ltd. and
Pharmacie Nouvelle Ltd.
John A. Levin.................. Nominee; President of John A. Levin & 57 5,000 1,067 ***
One Rockefeller Plaza Director Co., Inc.; Director of thirteen
New York, New York 10020 since 1994 U.S. registered investment
companies managed by Morgan
Stanley Asset Management Inc.
</TABLE>

3
<PAGE> 6

<TABLE>
<CAPTION>
COMMON
STOCK SHARE
BENEFICIALLY EQUIVALENTS
OWNED AS OF OWNED UNDER
POSITION WITH PRINCIPAL OCCUPATIONS AND APRIL 26, DEFERRED FEE
NAME AND ADDRESS THE FUND OTHER AFFILIATIONS AGE 1996** ARRANGEMENTS+ PERCENT
- ------------------------------- --------------- -------------------------------- --- ----------- ------------ -------
<S> <C> <C> <C> <C> <C> <C>
Warren J. Olsen*............... Director since Principal of Morgan Stanley & 39 0 -- ***
1221 Avenue of the Americas 1995 and Co. Incorporated and Morgan
New York, New York 10020 President Stanley Asset Management Inc.;
since 1994 Director and President of
sixteen U.S. registered
investment companies managed
by Morgan Stanley Asset
Management Inc.
Fergus Reid.................... Director Chairman and Chief Executive 63 0 0 ***
85 Charles Colman Boulevard since 1995 Officer of Lumelite
Pawling, New York 12564 Corporation; Trustee and
Director of Vista Mutual Fund
Group; Director of Morgan
Stanley Institutional Fund,
Inc., PCS Cash Fund, Inc. and
Morgan Stanley Fund, Inc.
James W. Grisham*.............. Vice President Principal of Morgan Stanley & 54 1,710 -- ***
1221 Avenue of the Americas since 1994 Co. Incorporated and Morgan
New York, New York 10020 Stanley Asset Management Inc.;
Officer of various investment
companies managed by Morgan
Stanley Asset Management Inc.
Harold J. Schaaff, Jr.*........ Vice President Principal of Morgan Stanley & 35 0 -- ***
1221 Avenue of the Americas since 1994 Co. Incorporated and Morgan
New York, New York 10020 Stanley Asset Management Inc.;
General Counsel and Secretary
of Morgan Stanley Asset
Management Inc.; Officer of
various investment companies
managed by Morgan Stanley
Asset Management Inc.
Joseph P. Stadler*............. Vice President Vice President of Morgan Stanley 41 0 -- ***
1221 Avenue of the Americas since 1994 & Co. Incorporated and Morgan
New York, New York 10020 Stanley Asset Management Inc.;
Officer of various investment
companies managed by Morgan
Stanley Asset Management Inc.
Previously with Price
Waterhouse LLP.
Valerie Y. Lewis*.............. Secretary Vice President of Morgan Stanley 40 0 -- ***
1221 Avenue of the Americas since 1994 & Co. Incorporated and Morgan
New York, New York 10020 Stanley Asset Management Inc.;
Officer of various investment
companies managed by Morgan
Stanley Asset Management Inc.
Previously with Citicorp.
</TABLE>

4
<PAGE> 7

- ---------------

* "Interested person" within the meaning of the 1940 Act. Mr. Biggs is
chairman, director and managing director of the Manager, and Messrs. Olsen,
Grisham, Schaaff and Stadler and Ms. Lewis are officers of the Manager.

** This information has been furnished by each Director and officer.

*** Less than 1%.

+ Indicates share equivalents owned by the Directors and held in bookkeeping
accounts by the Fund on behalf of the Directors in connection with the
deferred fee arrangements described below.

Each officer of the Fund will hold such office until a successor has been
duly elected and qualified.

The Fund pays each of its Directors who is not a director, officer or
employee of MSAM or its affiliates, in addition to certain out-of-pocket
expenses, an annual fee of $6,000. Each of the members of the Fund's Audit
Committee receives an additional fee of $1,100 for serving on such committee.
Aggregate fees and expenses paid or payable to the Board of Directors for the
fiscal year ended December 31, 1995 were approximately $63,000.

Each of the Directors who is not an "affiliated person" of MSAM within the
meaning of the 1940 Act may enter into a deferred fee arrangement (the "Fee
Arrangement") with the Fund, pursuant to which such Director defers to a later
date the receipt of his Director's fees. The deferred fees owed by the Fund are
credited to a bookkeeping account maintained by the Fund on behalf of such
Director and accrue income from and after the date of credit in an amount equal
to the amount that would have been earned had such fees (and all income earned
thereon) been invested and reinvested either (i) in shares of the Fund or (ii)
at a rate equal to the prevailing rate applicable to 90-day United States
Treasury Bills at the beginning of each calendar quarter for which this rate is
in effect, whichever method is elected by the Director.

5
<PAGE> 8

Under the Fee Arrangement, deferred Director's fees (including the return
accrued thereon) will become payable in cash upon such Director's resignation
from the Board of Directors in generally equal annual installments over a period
of five years (unless the Fund has agreed to a longer or shorter payment period)
beginning on the first day of the year following the year in which such
Director's resignation occurred. In the event of a Director's death, remaining
amounts payable to him under the Fee Arrangement will thereafter be payable to
his designated beneficiary; in all other events, a Director's right to receive
payments is non-transferable. Under the Fee Arrangement, the Board of Directors
of the Fund, in its sole discretion, has reserved the right, at the request of a
Director or otherwise, to accelerate or extend the payment of amounts in the
deferred fee account at any time after the termination of such Director's
service as a director. In addition, in the event of liquidation, dissolution or
winding-up of the Fund or the distribution of all or substantially all of the
Fund's assets and property to its stockholders (other than in connection with a
reorganization or merger into another fund advised by MSAM), all unpaid amounts
in the deferred fee account maintained by the Fund will be paid in a lump sum to
the Directors participating in the Fee Arrangement on the effective date
thereof.

Currently, John A. Levin is the only Director who has entered into the Fee
Arrangement with the Fund.

6
<PAGE> 9

Set forth below is a table showing the aggregate compensation paid or
payable by the Fund to each of its Directors, as well as the total compensation
paid to each Director of the Fund by the Fund and by other U.S. registered
investment companies advised by MSAM or its affiliates (collectively, the "Fund
Complex"), for their services as Directors of such investment companies for the
fiscal year ended December 31, 1995.

<TABLE>
<CAPTION>
TOTAL COMPENSATION NUMBER OF FUNDS
AGGREGATE PENSION OR RETIREMENT FROM FUND AND IN FUND COMPLEX
COMPENSATION BENEFITS ACCRUED AS PART FUND COMPLEX PAID FOR WHICH
NAME OF DIRECTORS FROM FUND(2)(3) OF THE FUND'S EXPENSES TO DIRECTORS(2)(4) DIRECTOR SERVES(5)
- ----------------------------------------- ------------------------ ------------------ ------------------
<S> <C> <C> <C> <C>
Barton M. Biggs(1) $ 0 None $ 0 16
Warren J. Olsen(1) 0 None 0 16
John Sun Yue Chu 10,500 None 10,500 1
Gerard E. Jones 10,425 None 78,822 9
R.M.J. Gerard La Hausse 10,500 None 10,500 1
John A. Levin 8,800 None 49,546 13
Fergus Reid 3,550 None 56,388 5
Richard E. Salomon 1,646 None 3,253 2
</TABLE>

- ---------------
(1) "Interested persons" of the Fund within the meaning of the 1940 Act. Messrs.
Biggs and Olsen do not receive any compensation from the Fund or any other
investment company in the Fund Complex for their services as a director of
such investment companies.

(2) The amounts reflected in this table include amounts payable by the Fund and
the Fund Complex for services rendered during the fiscal year ended December
31, 1995, regardless of whether such amounts were actually received by the
Directors during such fiscal year.

(3) Mr. Levin earned $8,800 in deferred compensation from the Fund, pursuant to
the deferred fee arrangements described above, including any capital gains
or losses or interest associated therewith, during the fiscal year ended
December 31, 1995. This amount is included in Mr. Levin's aggregate
compensation from the Fund reported in this table.

(4) Mr. Levin earned $21,796 in deferred compensation from the Fund and the Fund
Complex, pursuant to the deferred fee arrangements described above,
including any capital gains or losses or interest associated therewith,
during the fiscal year ended December 31, 1995. This amount is included in
Mr. Levin's aggregate compensation from the Fund and the Fund Complex
reported in this table.

(5) Indicates the total number of boards of directors of investment companies in
the Fund Complex, including the Fund, on which the Director served at any
time during the fiscal year ended December 31, 1995.

(6) On March 14, 1995, Mr. Salomon resigned as a Director of the Fund and the
other fund in the Fund Complex on the board of directors of which he served.
As of the date hereof, Mr. Salomon does not serve as director on any boards
of directors of investment companies in the Fund Complex.

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Fund's officers and directors, and persons who own more than ten percent of
a registered class of the Fund's equity securities, to file reports of ownership
and changes in ownership with the Securities and Exchange Commission (the
"Commission") and the New York Stock Exchange, Inc. Certain Forms 5--Annual
Statement of Beneficial Ownership of Securities were filed late by management of
the Fund, which had undertaken to file such forms on behalf of the Directors and
officers of the Fund. A Form 5 was filed late for each of Mr. Biggs with respect
to two transactions in the Fund's shares, Mr. Grisham with respect to one
transaction in the Fund's shares and Mr. Gerard E. Jones with respect to three
transactions in the Fund's shares.

7
<PAGE> 10

The election of Messrs. Biggs and Levin requires the affirmative vote of a
majority of the votes cast at a meeting at which a quorum is present. Under the
Fund's By-Laws, the presence in person or by proxy of stockholders entitled to
cast a majority of the votes entitled to be cast thereat shall constitute a
quorum. For this purpose, abstentions and broker non-votes will be counted in
determining whether a quorum is present at the Meeting, but will not be counted
as votes cast at the Meeting.

THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE "FOR" THE
ELECTION OF THE TWO NOMINEES AS DIRECTORS.

SELECTION OF INDEPENDENT ACCOUNTANTS
(PROPOSAL NO. 2)

The Board of Directors of the Fund, including a majority of the Directors
who are not interested persons of the Fund, has selected Price Waterhouse LLP as
independent accountants for the Fund for the fiscal year ending December 31,
1996. The ratification of the selection of independent accountants is to be
voted on at the Meeting, and it is intended that the persons named in the
accompanying Proxy will vote for Price Waterhouse LLP. Price Waterhouse LLP acts
as the independent accountants for certain of the other investment companies
advised by MSAM. Although it is not expected that a representative of Price
Waterhouse LLP will attend the Meeting, a representative will be available by
telephone to respond to stockholder questions, if any.

The Board's policy regarding engaging independent accountants' services is
that management may engage the Fund's principal independent accountants to
perform any services normally provided by independent accounting firms, provided
that such services meet any and all of the independence requirements of the
American Institute of Certified Public Accountants and the Commission. In
accordance with this policy, the Audit Committee reviews and approves all
services provided by the independent accountants prior to their being rendered.
The Board of Directors also receives a report from its Audit Committee relating
to all services that have been performed by the Fund's independent accountants.

The ratification of the selection of independent accountants requires the
affirmative vote of a majority of the votes cast at a meeting at which a quorum
is present. For this purpose, abstentions and broker non-votes will be counted
in determining whether a quorum is present at the Meeting, but will not be
counted as votes cast at the Meeting.

THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE "FOR" THIS
PROPOSAL NO. 2.

8
<PAGE> 11

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

To the knowledge of the Fund's management, the following person owned
beneficially more than 5% of the Fund's outstanding shares at April 26, 1996:

<TABLE>
<CAPTION>
NAME AND ADDRESS OF BENEFICIAL AMOUNT AND NATURE OF PERCENT
OWNER BENEFICIAL OWNERSHIP OF CLASS
- --------------------------------- --------------------------------- -------------
<S> <C> <C>
FMR Corp.*....................... 2,883,600 shares, with no voting 8.08%
82 Devonshire Street power and sole dispositive
Boston, Massachusetts 02109 power**
</TABLE>

- ---------------

* Includes 2,812,800 shares held by Fidelity Management & Research Company,
which comprise 7.88% of shares outstanding and 70,800 shares held by Fidelity
Management Trust Company, which comprise 0.20% of shares outstanding. Edward
C. Johnson 3rd, through his control of FMR Corp., is deemed the beneficial
owner of the 2,883,600 shares beneficially owned by FMR Corp.

** Based on a Schedule 13G filed with the Commission on February 13, 1995.

OTHER MATTERS

No business other than as set forth herein is expected to come before the
Meeting, but should any other matter requiring a vote of stockholders arise,
including any question as to an adjournment of the Meeting, the persons named in
the enclosed Proxy will vote thereon according to their best judgment in the
interests of the Fund.

STOCKHOLDER PROPOSALS FOR 1997 ANNUAL MEETING

A stockholder's proposal intended to be presented at the Fund's Annual
Meeting of Stockholders in 1997 must be received by the Fund on or before
January 16, 1997, in order to be included in the Fund's proxy statement and form
of proxy relating to that meeting.

VALERIE Y. LEWIS
Secretary

Dated: May 15, 1996

STOCKHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WHO WISH TO
HAVE THEIR SHARES VOTED ARE REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY AND
RETURN IT IN THE ENCLOSED ENVE-
LOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.

9
<PAGE> 12
MORGAN STANLEY INDIA INVESTMENT FUND, INC.

P C/O MORGAN STANLEY ASSET MANAGEMENT INC.
1221 AVENUE OF THE AMERICAS
R NEW YORK, NEW YORK 10020

O THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

X The undersigned hereby constitutes and appoints WARREN J. OLSEN,
VALERIE Y. LEWIS and HAROLD J. SCHAAFF, JR., and each of them, as proxies
Y for the undersigned, with full power of substitution and resubstitution,
and hereby authorizes said proxies, and each of them, to represent and
vote, as designated on the reverse side, all stock of the above Company
held of record by the undersigned on April 26, 1996 at the Annual Meeting
of Stockholders to be held on June 19, 1996, and at any adjournment
thereof.

The undersigned hereby revokes any and all proxies with respect to
such stock heretofore given by the undersigned. The undersigned
acknowledges receipt of the Proxy Statement dated May 15, 1996.

(CONTINUED AND TO BE SIGNED AND DATED ON REVERSE SIDE.)

-----------
SEE REVERSE
SIDE
-----------
<PAGE> 13
[X] PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE

FOR WITHHELD
1. Election of the following nominees as Directors: [ ] [ ]

Class II Nominees: Barton M. Biggs, John A. Levin

-------------------------------------------------------------------
For all nominees except as noted above

FOR AGAINST ABSTAIN

2. Ratification of the selection of Price Waterhouse [ ] [ ] [ ]
LLP as independent accountants.

3. In the discretion of such proxies, upon any and all
other business as may properly come before the
Meeting or any adjournment thereof.

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

This proxy when properly executed will be voted in the manner directed herein
by the undersigned stockholder. If no direction is made, this proxy will be
voted FOR the election of the two Class II Nominees and in favor of Proposal
No. 2. Please sign exactly as your name appears. When shares are held by joint
tenants, each joint tenant should sign.

SIGNATURE(S) DATE , 1996
-------------------------------------- -------------

When signing as attorney, executor, administrator, trustee, guardian or
custodian, please sign full title as such. If a corporation, please sign full
corporate name by authorized officer and indicate the signer's office. If a
partnership, please sign in partnership name. PLEASE MARK, SIGN, DATE AND
RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.