SC TO-I/A

      As filed with the Securities and Exchange Commission on June 4, 2002

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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 Asia-Pacific Fund, Inc.
                       (Name of Subject Company (issuer))

                     Morgan Stanley 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 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

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     Transaction Valuation                                Amount of Filing Fee
     ---------------------------------------------------------------------------
     $60,244,336.85(a)...................................    $12,048.87(b)
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(a)  Calculated as the aggregate maximum purchase price to be paid for 6,361,598
     shares in the offer, based upon a price of $9.47 (95% of the net asset
     value per share of $9.97 on April 1, 2002.
(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:  $12,048.87
     Form or Registration No.: Schedule TO
     Filing Party:  Morgan Stanley Asia-Pacific Fund, Inc.
     Date Filed:  April 15, 2002

[_]  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 April 15, 2002 by Morgan
Stanley Asia-Pacific Fund, Inc. (the "Fund") relating to an offer to purchase
for cash (the "Offer") 6,361,598 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 May 17, 2002.
Pursuant to the Offer, 25,396,925 Shares were properly tendered and not
withdrawn, and 6,361,598 of the tendered Shares were accepted by the Fund on May
22, 2002 for purchase at the price of $10.09 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 May 17, 2002. Payment for the Shares purchased
was made on May 28, 2002. The aggregate purchase price paid by the Fund for the
Shares purchased pursuant to the Offer was $64,188,523.82.

Item 12.  Exhibits.

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

(a)(7)       Text of press release dated and issued on May 17, 2002.
(a)(8)       Text of press release dated and issued on May 23, 2002.



                                    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 ASIA-PACIFIC FUND,
                                            INC.



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

Dated: June 4, 2002

EX-9

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

     New York, New York, May 17, 2002 - Morgan Stanley Asia-Pacific Fund, Inc.
(NYSE: APF) (the "Fund") announced today that the Fund's tender offer for
6,361,598 of its issued and outstanding shares of common stock, representing
approximately 15% of the Fund's outstanding shares, expired today at 5:00 p.m.,
New York City time.

     Based upon current information, approximately 25,398,124 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 25% 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 May 22, 2002 of 6,361,598
shares properly tendered and that payment for such shares will be made on or
about May 28, 2002. 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 ("NYSE") on May 17, 2002.

     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 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 866-761-0259.

EX-99

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

     New York, New York, May 23, 2002 - Morgan Stanley Asia-Pacific Fund, Inc.
(NYSE: APF) (the "Fund") announced today that, in accordance with its tender
offer for up to 6,361,598 of its issued and outstanding shares of common stock,
which expired on May 17, 2002, the Fund has accepted 6,361,598 shares for
payment on Tuesday, May 28, 2002 at $10.09 per share. The 6,361,598 shares
represent 15% of the Fund's outstanding shares. A total of 25,396,925 shares
were properly tendered and not withdrawn by May 17, 2002, the final date for
withdrawals. Therefore, on a pro rated basis, 24.68% 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 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 866-761-0259.