SC TO-I/A

As filed with the Securities and Exchange Commission on April 9, 2014

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) 296-6969

Joseph C. Benedetti, 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
$63,358,072(a)	$8,161(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 3,502,381 shares of common stock of the Fund (20% of the total number of shares outstanding on April 3, 2014) by $18.09 (98.5% of the net asset value per share of $18.37 as of the close of regular trading on the New York Stock Exchange on April 3, 2014).
(b)	Calculated at $128.80 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: 8,057	Filing Party: Morgan Stanley Asia-Pacific Fund, Inc.
Form or Registration No.: Schedule TO	Date Filed: March 6, 2014

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.   x

Introductory Statement

This Amendment No. 2 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 March 6, 2014 to add an additional exhibit for the purpose of announcing the final results of the tender offer, in accordance with Rule 13e-4(c)(4) promulgated under the Securities Exchange Act of 1934, as amended.

The information in the Issuer Tender Offer Statement and the related Letter of Transmittal is incorporated herein by reference in answer to Items 1 through 11 required to be disclosed in this Schedule TO.

Item 12.  Exhibits.

(a)(1)(i)	Issuer Tender Offer Statement, dated March 6, 2014.*
(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 March 6, 2014.*
(a)(6)	Text of press release dated and issued on April 3, 2014.**
(a)(7)	Text of press release dated and issued on April 9, 2014. (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 March 6, 2014.

** Previously filed as an exhibit to the Schedule TO filed by the Fund with the Commission on April 3, 2014.

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/ Joanne Antico
	Name: Joanne Antico
	Title: Assistant Secretary
Dated: April 9, 2014

3

EX-99.(A)(7)

Exhibit 99.(a)(7)

Morgan Stanley Asia-Pacific Fund, Inc. Announces

Final Results of Tender Offer

(For Immediate Release)

NEW YORK, April 9, 2014 — Morgan Stanley Asia-Pacific Fund, Inc. (NYSE: APF) (the “Fund”) announced today that, in accordance with its tender offer for up to 3,502,381 of its issued and outstanding shares of common stock, which expired on April 2, 2014, the Fund has accepted 3,502,381 shares for payment on April 10, 2014 at $18.09 per share, which is equal to 98.5 percent of the Fund’s net asset value per share as of the close of regular trading on the New York Stock Exchange on April 3, 2014.  The 3,502,381 shares represent 20 percent of the Fund’s outstanding shares.  A total of 11,736,470 shares were properly tendered and not withdrawn by April 2, 2014, the final date for withdrawals. Therefore, on a pro rated basis, approximately 29.84 percent of the shares so tendered by each tendering stockholder have been accepted for payment.

Morgan Stanley Investment Management, together with its investment advisory affiliates, has over 550 investment professionals around the world and $373 billion in assets under management or supervision as of December 31, 2013. Morgan Stanley Investment Management 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 1,200 offices in 43 countries. For further information about Morgan Stanley, please visit www.morganstanley.com.

# # #

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.

Investing involves risk and it is possible to lose money on any investment in the Fund.