SC TO-I/A

As filed with the Securities and Exchange Commission on June 10, 2011

Securities and Exchange Commission

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

Morgan Stanley Asia-Pacific Fund, Inc.

(Name of Subject Company [Issuer])

Morgan Stanley Asia-Pacific Fund, Inc.

(Name of Filing Persons)

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

61744U106

(CUSIP Number of Class of Securities)

522 Fifth Avenue
New York, New York 10036

(Address of Principal Executive Office)

Telephone Number, Including Area Code: (212) 296-6970

Stefanie V. Chang Yu, Esq.
522 Fifth Avenue
New York, New York 10036

(Name and Address of Agent for Service)

Copy to:

Carl Frischling, Esq.
Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, New York 10036 Stuart M. Strauss, Esq.
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)

Calculation of Filing Fee

Transaction Valuation	Amount Of Filing Fee
$139,045,015(a)	$16,144(b)

(a)	Estimated for purposes of calculating the amount of the filing fee only. Pursuant to Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended, the Transaction Value was calculated by multiplying 7,230,630 shares of common stock of the Fund (25% of the total number of shares outstanding on April 29, 2011) by $19.23 (98.5% of the net asset value per share of $19.52 as of the close of ordinary trading on the New York Stock Exchange on April 29, 2011).
(b)	Calculated at $116.10 per $1,000,000 of the Transaction Value.
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:	$16,144
		Filing Party:	Morgan Stanley Asia-Pacific Fund, Inc.
Form or Registration No.:	Schedule TO	Date Filed:	May 11, 2011

o 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:

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

x issuer tender offer subject to Rule 13e-4.

o going-private transaction subject to Rule 13e-3.

o 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.   o

Introductory Statement

This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO originally filed by Morgan Stanley Asia-Pacific Fund, Inc. (the “Fund”) with the Securities and Exchange Commission (the “Commission”) on May 11, 2011 to add an additional exhibit in accordance with Rule 13e-4(c)(1) promulgated under the Securities Exchange Act of 1934, as amended.

Item 12.  Exhibits.
(a)(1)(i)	Issuer Tender Offer Statement, dated May 11, 2011.*
(a)(1)(ii)	Form of Letter of Transmittal.*
(a)(1)(iii)	Form of Notice of Guaranteed Delivery.*
(a)(1)(iv)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(v)	Form of Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(vi)	Form of Letter to Stockholders.*
(a)(2)	None.
(a)(5)	Text of press release dated and issued on May 11, 2011.*
(a)(6)	Text of press release dated and issued on June 10, 2011. (filed herewith)
(b)	None.
(d)	None.
(g)	None.

*Previously filed as an exhibit to the Schedule TO filed by the Fund with the Commission on May 11, 2011.

Item 13.  Information Required by Schedule 13E-3.

Not applicable.

2

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 10, 2011

3

EX-99.(A)(6)

Exhibit 99.(a)(6)

Morgan Stanley Asia-Pacific Fund, Inc. Announces

Preliminary Results of Tender Offer

(For Immediate Release)

NEW YORK, June 10, 2011—Morgan Stanley Asia-Pacific Fund, Inc. (NYSE: APF) (the “Fund”) announced today that the Fund’s tender offer for 7,230,630 of its issued and outstanding shares of common stock, representing approximately 25 percent of the Fund’s outstanding shares, expired at 11:59 p.m., New York City time on June 9, 2011.

Based upon current information, approximately 17,231,005 shares were tendered, including shares tendered pursuant to notices of guaranteed delivery.  Based on this preliminary information, the pro-ration for each tendering stockholder is estimated to be 41.96 percent 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 June 14, 2011 of 7,230,630 shares properly tendered and that payment for such shares will be made on or about June 17, 2011. The purchase price of properly tendered shares is equal to 98.5 percent 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 June 10, 2011.

For further information, please contact Georgeson, the Fund’s information agent, at 888-206-5896.

Morgan Stanley Investment Management, together with its investment advisory affiliates, has more than 640 investment professionals around the world and approximately $284 billion in assets under management or supervision as of March 31, 2011.  MSIM strives to provide outstanding long-term investment performance, service and a comprehensive suite of investment management solutions to a diverse client base, which includes governments, institutions, corporations and individuals worldwide.

Morgan Stanley is a leading global financial services firm providing a wide range of investment banking, securities, investment management and wealth management services.  The Firm’s employees serve clients worldwide including corporations, governments, institutions and individuals from more than 1,300 offices in 42 countries.  For further information about Morgan Stanley, please visit www.morganstanley.com.

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This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful under the securities laws of any such state.