SC TO-I/A

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     As filed with the Securities and Exchange Commission on April 10, 2001

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             -----------------------

                                   Schedule TO
            Tender Offer Statement under Section 14(d)(1) or 13(e)(4)
                     of the Securities Exchange Act of 1934
                                (Amendment No. 1)

               Morgan Stanley Dean Witter Asia-Pacific Fund, Inc.
                       (Name of Subject Company (issuer))

               Morgan Stanley Dean Witter Asia-Pacific Fund, Inc.
                 (Names of Filing Persons (offeror and issuer))

                     Common Stock, Par Value $.01 Per Share
                         (Title of Class of Securities)

                                   61744U 10 6
                      (CUSIP Number of Class of Securities)

                                Ronald E. Robison
              Morgan Stanley Dean Witter Investment Management Inc.
                           1221 Avenue of the Americas
                            New York, New York 10020
                                 (212) 762-7400

      (Name, address, and telephone number of person authorized to receive
             notices and communications on behalf of filing persons)

                                 with a copy to:

                             Leonard B. Mackey, Jr.
                       Clifford Chance Rogers & Wells LLP
                                 200 Park Avenue
                            New York, New York 10166

                            Calculation of Filing Fee



Transaction Valuation                                       Amount of Filing Fee
                                                         
$151,325,088.26(a)....................................         $30,265.02(b)


(a)      Calculated as the aggregate maximum purchase price to be paid for
         14,357,219 shares in the offer, based upon a price of $10.54 (95% of
         the net asset value per share of $11.09 on February 15, 2001).

(b)      Calculated as 1/50th of 1% of the Transaction Valuation.

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

         Amount Previously Paid:  $30,265.02
         Form or Registration No.: Schedule TO
         Filing Party:  Morgan Stanley Dean Witter Asia-Pacific Fund, Inc.
         Date Filed:  February 27, 2001

/  /     Check the box if the filing relates solely to preliminary
         communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the
statement relates:

/  /     third-party tender offer subject to Rule 14d-1.

/X/      issuer tender offer subject to Rule 13e-4.

/  /     going-private transactions subject to Rule 13e-3.

/  /     amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer: /X/
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                             Introductory Statement

         This Amendment No. 1 to the Issuer Tender Offer Statement on Schedule
TO filed with the Securities and Exchange Commission on February 27, 2001 by
Morgan Stanley Dean Witter Asia-Pacific Fund, Inc. (the "Fund") relating to an
offer to purchase for cash (the "Offer") 14,357,219 of the Fund's issued and
outstanding shares of common stock, par value $0.01 per share (the "Shares"),
amends such Issuer Tender Offer Statement on Schedule TO to add the following
information in accordance with Rule 13e-4(c)(4) of the Securities Exchange Act
of 1934, as amended, and General Instruction H of Schedule TO:

                  The Offer expired at 5:00 p.m., New York City time, on March
                  29, 2001. Pursuant to the Offer, 39,529,814 Shares were
                  properly tendered and not withdrawn, and 14,357,219 of the
                  tendered Shares were accepted by the Fund on April 5, 2001 for
                  purchase at the price of $9.48 per share, which was 95% of the
                  net asset value per share determined as of the close of the
                  regular trading session of the New York Stock Exchange on
                  March 29, 2001. Payment for the Shares purchased was made on
                  April 9, 2001. The aggregate purchase price paid by the Fund
                  for the Shares purchased pursuant to the Offer was
                  $136,106,436.12.



Item 12.  Exhibits.

         The following materials are hereby filed as additional exhibits to the
Fund's Schedule TO:

(a)(6)            Text of press release dated and issued on March 29, 2001.

(a)(7)            Text of press release dated and issued on April 5, 2001.
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                                    SIGNATURE

         After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.


                                          MORGAN STANLEY DEAN WITTER ASIA-
                                          PACIFIC FUND, INC.



                                          /s/ Mary E. Mullin
                                          -------------------------------------
                                          Name:  Mary E. Mullin
                                          Title:  Secretary

Dated:  April 9, 2001

EX-99.A.6

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               Morgan Stanley Dean Witter Asia-Pacific Fund, Inc.
                             (For Immediate Release)


         New York, New York, March 29, 2001 - Morgan Stanley Dean Witter
Asia-Pacific Fund, Inc. (NYSE: APF) (the "Fund") announced today that the Fund's
tender offer for 14,357,219 of its issued and outstanding shares of common
stock, representing approximately 25% of the Fund's outstanding shares, expired
today at 5:00 p.m., New York City time.

         Based upon current information, approximately 39,668,307 shares were
tendered, including shares tendered pursuant to notices of guaranteed delivery.
Based on this preliminary information, the proration for each tendering
stockholder is estimated to be 36.19% of the shares properly tendered. These
numbers are subject to adjustment and should not be regarded as final. The
actual number of shares to be purchased will be announced at a later date.
Management of the Fund anticipates acceptance on April 4, 2001 of 14,357,219
shares properly tendered and that payment for such shares will be made on or
about April 9, 2001. The purchase price of properly tendered shares is equal to
95% of the net asset value per share determined as of the close of the regular
trading session of the New York Stock Exchange on March 29, 2001.

         The Fund is a non-diversified, closed-end management investment
company, the shares of which are listed on the NYSE (APF). The Fund's investment
objective is long-term capital appreciation which it seeks to achieve by
investing primarily in equity securities of Asian-Pacific issuers and by
investing, from time to time, in debt securities issued or guaranteed by
Asian-Pacific governments or governmental entities. Morgan Stanley Dean Witter
Investment Management Inc. is the Fund's investment manager.

         For further information, please contact Georgeson Shareholder
Communications Inc., 17 State Street, New York, New York, at 800-223-2064.

EX-99.A.7

   1
               Morgan Stanley Dean Witter Asia-Pacific Fund, Inc.
                             (For Immediate Release)


         New York, New York, April 5, 2001 - Morgan Stanley Dean Witter
Asia-Pacific Fund, Inc. (NYSE: APF) (the "Fund") announced today that, in
accordance with its tender offer for up to 14,357,219 of its issued and
outstanding shares of common stock, which expired on March 29, 2001, the Fund
has accepted 14,357,219 shares for payment on Monday, April 9, 2001 at $9.48 per
share. The 14,357,219 shares represent 25% of the Fund's outstanding shares. A
total of 39,529,814 shares were properly tendered and not withdrawn by March 29,
2001, the final date for withdrawals. Therefore, on a pro rated basis, 36.17% of
the shares so tendered by each tendering stockholder have been accepted for
payment.

         The Fund is a non-diversified, closed-end management investment
company, the shares of which are listed on the New York Stock Exchange (APF).
The Fund's investment objective is long-term capital appreciation which it seeks
to achieve by investing primarily in equity securities of Asian-Pacific issuers
and by investing, from time to time, in debt securities issued or guaranteed by
Asian-Pacific governments or governmental entities. Morgan Stanley Dean Witter
Investment Management Inc. is the Fund's investment manager.

         For further information, please contact Georgeson Shareholder
Communications Inc., 17 State Street, New York, New York, at 800-223-2064.