MORGAN STANLEY ASIA-PACIFIC FUND, INC.
                   Morgan Stanley Investment Management Inc.
                          1221 Avenue of the Americas
                           New York, New York 10020

DEAR STOCKHOLDER:

   At a meeting held on December 13, 2001, the Board of Directors of Morgan
Stanley Asia-Pacific Fund, Inc. (the "Fund"), voted in favor of a proposal to
conduct a tender offer for shares of the Fund's common stock. Accordingly, the
Fund is hereby commencing an offer to purchase up to 15% of the Fund's
outstanding shares of common stock. The offer is for cash at a price equal to
95% of the Fund's net asset value per share ("NAV") as of the close of regular
trading on the New York Stock Exchange ("NYSE") on May 17, 2002, or such later
date to which the Offer is extended, upon the terms and conditions set forth in
the enclosed Issuer Tender Offer Statement and the related Letter of
Transmittal (which together constitute the "Offer").

   The Offer is intended to provide tendering Stockholders with a monetary
benefit to the extent that the tender price is above the trading price of the
Fund's shares of common stock. The deadline for participating in the Offer is
5:00 p.m., New York City time, May 17, 2002, or such later date to which the
Offer is extended (the "Termination Date"). The pricing date for the Offer is
the close of regular trading on the NYSE on May 17, 2002, unless the Offer is
extended (the "Pricing Date"). Should the Offer be extended, the Pricing Date
will be at the close of regular trading on the NYSE on the same date as the
Termination Date, as extended. Stockholders who choose to participate in the
Offer can expect to receive payment for shares tendered and accepted on or
about May 28, 2002 (the "Payment Date").

   If, after carefully evaluating all information set forth in the Offer, you
wish to tender shares pursuant to the Offer, please either follow the
instructions contained in the Offer or, if your shares are held of record in
the name of a broker, dealer, commercial bank, trust company or other nominee,
contact such firm to effect the tender for you. Stockholders are urged to
consult their own investment and tax advisers and make their own decisions
whether to tender any shares.

   As of Monday, April 1, 2002, the Fund's NAV was $9.97 per share and
42,410,656 shares were issued and outstanding. The Fund's NAV during the
pendency of this Offer may be obtained by contacting Georgeson Shareholder
Communications Inc., the Fund's Information Agent, toll free at 866-761-0259.

   Neither the Fund nor its Board of Directors (the "Board") is making any
recommendation to any Stockholder whether to tender or refrain from tendering
shares in the Offer. The Fund and the Board urge each Stockholder to read and
evaluate the Offer and related materials carefully and make his or her own
decision. Questions, requests for assistance and requests for additional copies
of this Offer and related material should be directed to Georgeson Shareholder
Communications Inc., the Fund's Information Agent, at 866-761-0259.

                                             Very truly yours,

                                             RONALD E. ROBISON
                                             President

April 15, 2002