UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
FORM 8-A/A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
The Thai Capital Fund, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Maryland						22-3046513
(State of Incorporation or Organization)
	(I.R.S. Employer Identification No.)



c/o Daiwa Securities Trust Company, One Evertrust Plaza, 9th
Floor, Jersey City, NJ 07302
		(Address of principal executive offices)
		(Zip Code)


	If this form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange Act and
is effective pursuant to General Instruction A.(c), please
check the following box.  [X]

	If this form relates to the registration of a class of
securities pursuant to Section 12(g) of the Exchange Act and
is effective pursuant to General Instruction A.(d), please
check the following box.  [  ]

Securities Act registration statement file number to which
this form relates: Not applicable


Securities to be registered pursuant to Section 12(b) of the
Act:
Title of Each Class	Name of Each Exchange on Which
to be so Registered:	Each Class is to be so Registered:

Common Stock, par value $0.01 per share	American Stock
Exchange LLC

Securities to be registered pursuant to Section 12(g) of the
Act:
NONE


Item 1.  Description of Registrant's Securities to be
Registered.
	The capital stock of The Thai Capital Fund, Inc., a
Maryland corporation (the "Fund"), to be registered on the
American Stock Exchange, Inc. is the Fund's common stock, par
value $0.01 per share ("Common Stock"). The Common Stock of
the Fund is fully paid and non-assessable, and will have no
conversion, preemptive or other subscription rights. All
shares of Common Stock are equal as to earnings and the
receipt of dividends, if any, as may be declared by the Board
of Directors of the Fund out of funds legally available
therefor.  In the event of liquidation, dissolution or
winding up of the Fund, each share of Common Stock is
entitled to receive its proportion of the Fund's assets
remaining after payment of all debts and expenses.

     	Shareholders of the Fund are entitled to one vote
per share of Common Stock and do not have cumulative voting
rights.  Thus, holders of more than 50% of the shares voting
for the election of Directors have the power to elect 100% of
the Directors, and, if such events should occur, the holders
of less than 50% of the shares voting for Directors would not
be able to elect any person or persons to the Board of
Directors.

     	The Board of Directors is divided into three
classes, each having a term of three years.  At the annual
meeting of shareholders in each year, the term of one class
will expire.  Accordingly, only those directors in one class
may be changed in any one year, and it would require two
years to replace a majority of the Board of Directors.  In
addition, a Director may be removed from office only by vote
of the holders of at least 75% of the shares of Common Stock
of the Fund entitled to be voted on the matter.  Such a
system of electing Directors may have the effect of
maintaining the continuity of the management and, thus, make
it more difficult for the Fund's shareholders to change the
majority of the Directors.

     	The Fund has provisions in its Articles of
Incorporation and By-Laws (collectively, the "Charter
Documents") that could have the effect of limiting (i) the
ability of other entities or persons to acquire control of
the Fund, (ii) the Fund's ability to engage in certain
transactions or (iii) the ability of the Fund's directors or
shareholders to amend the Charter Documents or effect changes
in the Fund's management.  These provisions in the Fund's
Charter Documents may be regarded as "anti-takeover"
provisions.

Item 2.	Exhibits
	Pursuant to the instructions as to exhibits, no exhibits
are filed herewith or incorporated by reference.


SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly
caused this registration statement to be signed on its behalf
by the undersigned, thereto duly authorized.
	THE THAI CAPITAL FUND,
INC.

Date:  December 23, 2003			By: /s/ John J. O'Keefe

		                              John J. O'Keefe
                                          Vice President and
                                          Treasurer





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