Morgan Stanley International Fund N-CSRS Certified semi-annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number			811-09081
Morgan Stanley International Fund
(Exact name of registrant as specified in charter)
1221 Avenue of the Americas, New York, New York					10020
(Address of principal executive offices)					(Zip code)
Ronald E. Robison 1221 Avenue of the Americas, New York, New York 10020
(Name and address of agent for service)
Registrant’s telephone number, including area code:				212-762-4000
Date of fiscal year end:	October 31, 2007
Date of reporting period:		April 30, 2007

Item 1 - Report to Shareholders

Welcome, Shareholder:

In this report, you'll learn about how your investment in MorganStanley International Fund performed during the semiannual period. We will provide an overview of the market conditions, and discuss some of the factors that affected performance during the reporting period. In addition, this report includes the Fund's financial statements and a list of Fund investments.

This material must be preceded or accompanied by a prospectus for the fund being offered.

Market forecasts provided in this report may not necessarily come to pass. There is no assurance that the Fund will achieve its investment objective. The Fund is subject to market risk, which is the possibility that market values of securities owned by the Fund will decline and, therefore, the value of the Fund's shares may be less than what you paid for them. Accordingly, you can lose money investing in this Fund. Please see the prospectus for more complete information on investment risks.

Fund Report

For the six months ended April 30, 2007

Total Return for the 6 Months Ended April 30, 2007
Class A			Class B			Class C			Class D			Morgan Stanley Capital International (MSCI) EAFE Index1			Lipper International Large-Cap Core Funds Index2
	15.03	%		14.34	%		14.37	%		14.92	%		15.46	%		14.16	%

The performance of the Fund's four share classes varies because each has different expenses. The Fund's total returns assume the reinvestment of all distributions but do not reflect the deduction of any applicable sales charges. Such costs would lower performance. See Performance Summary for standardized performance and benchmark information.

Market Conditions

The six months ended April 30, 2007 was a spectacular period for international equities and their corresponding currencies. The MSCI EAFE Index gained 15.46%, with Euro-denominated equities and Asia ex-Japan both producing double-digit returns for the period. The U.K. also had a notable gain. Last and least was Japan, with a more modest return and a falling yen (down 1.7 percent versus the U.S. dollar). In contrast, the Euro and British pound rose 7.3 percent and 5.1 percent, respectively, versus the U.S. dollar.

The U.S. economy continued to be the focus of global investors, but resilient economic and market strength in Europe, China and parts of the emerging markets added to speculation of a global de-coupling. U.S. first quarter gross domestic product (GDP) came in at 1.3 percent (compared to an expected 1.8 percent), but the GDP growth rate excluding housing was a more stable 2.3 percent. Housing figures in March sharply disappointed to the downside, but durable goods orders rose a greater-than-expected 3.4 percent and the manufacturing Purchasing Managers Index (PMI) rebounded to 54.7 (from the prior month's 50.9). As for the U.S. consumer, employment stayed firm (March non-farm payrolls were above 180,000), but unit labor costs only rose 0.6 percent for the first quarter and non-farm productivity rose more than expected (1.7 percent). Helping this "Goldilocks" scenario was lower-than-expected first quarter core Personal Consumption Expenditures (PCE) index and core Consumer Price Index (CPI), two common measures of inflation.

Most of the data points from Europe indicated continued economic expansion. German and French manufacturing manager surveys for March came in higher than expected, with the German IFO business sentiment survey rising to 108.6 (from 107.7) and the ZEW (Center for European Economic Research) economic sentiment indicator increasing to 16.5 (from 5.8). February industrial production data for Germany and France were both very robust at 3.9 percent month-on-month and 1.1 percent month-on-month, respectively. The Euro-zone composite PMI for March rose to 57.4 (readings above 50 indicate

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expansion) and as noted earlier, the Euro currency was very strong. Inflationary pressures appear to be building, with both German and French core inflation breaking out recently, but remaining below 2 percent. Elsewhere, U.K. inflation surprised to the upside. Further Bank of England and European Central Bank tightening may be forthcoming. Such tightening would likely put pressure on peripheral European countries and some real estate markets that are exposed to rising short-term interest rates. There was a very sharp sell-off in Spanish real estate and construction stocks in April — and we have increased the Fund's European tilt away from these areas. The merger and acquisitions (M&A) cycle continued to build steam in Europe, which attempted to capitalize during the period by overweighting banks with capital market exposure.

The overall tone for Japan remains conservative and relatively weak. Most data — from business, to consumer, to government surveys — shows cautious optimism. The severe underperformance of the Japanese market has had the dubious benefit of improving Japan's valuations — equities are trading back at 15 times forward earnings while multiples in most other markets are higher. The yen is at 20-year lows, which dramatically increases Japan's export competitiveness. A clear bottoming of the U.S. economy should kick-start the Japanese market, but a significant, absolute and relative market move may not be forthcoming until after the July elections. We believe the reflation story is alive but temporarily postponed by a slide back into mild deflation, a lack of clear government policy, corporate fatigue with restructuring, and a populace focusing on inequality. We have been spending considerable time looking into Japanese sectors, trying to position the Fund's portfolio for an initially export-led, followed by a domestic-driven recovery.

Performance Analysis

Morgan Stanley International Fund underperformed the Morgan Stanley Capital International (MSCI) EAFE Index and outperformed the Lipper International Large-Cap Core Funds Index for the six months ended April 30, 2007, assuming no deduction of applicable sales charges.

Relative to the MSCI EAFE Index, the Fund's overweight allocation to the struggling Japanese market was a significant detractor over the period. However, the Fund benefited from overweights to Germany, Singapore and Hong Kong relative to the MSCI EAFE Index. Underweights to the U.K. and Spain relative to the index further added to returns. The Fund's exposure to emerging markets — with an average weight of about 7percent of the portfolio for the review period — also contributed positively to returns as these markets outperformed their developed counterparts

There is no guarantee that any sectors mentioned will continue to perform as discussed herein or that securities in such sectors will be held by the Fund in the future.

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TOP 10 HOLDINGS
Toyota Motor Corp.	1.7	%
Nestle S.A. (Registered Shares)	1.2
BP PLC	1.2
Siemens AG (Registered Shares)	1.1
E.ON AG	1.1
Allianz SE (Registered Shares)	1.0
UBS AG (Registered Shares)	1.0
Total S.A.	1.0
Credit Suisse Group (Registered Shares)	0.9
Deutsche Bank AG (Registered Shares)	0.9
TOP FIVE COUNTRIES
Japan	23.0	%
United Kingdom	16.1
Germany	11.2
France	7.2
Switzerland	6.7

Data as of April 30, 2007. Subject to change daily. All percentages for top 10 holdings and top five countries are as a percentage of net assets. These data are provided for informational purposes only and should not be deemed a recommendation to buy or sell the securities mentioned. Morgan Stanley is a full-service securities firm engaged in securities trading and brokerage activities, investment banking, research and analysis, financing and financial advisory services.

Investment Strategy

The Fund will normally invest at least 65 percent of its assets in a diversified portfolio of international common stocks and other equity securities. The Fund's "Investment Adviser," Morgan Stanley Investment Advisors Inc., uses a "top-down" approach that emphasizes country and sector selection and weightings over individual stock selection.

For More Information About Portfolio Holdings

Each Morgan Stanley fund provides a complete schedule of portfolio holdings in its semiannual and annual reports within 60 days of the end of the fund's second and fourth fiscal quarters. The semiannual reports and the annual reports are filed electronically with the Securities and Exchange Commission (SEC) on Form N-CSRS and Form N-CSR, respectively. Morgan Stanley also delivers the semiannual and annual reports to fund shareholders and makes these reports available on its public web site, www.morganstanley.com. Each Morgan Stanley fund also files a complete schedule of portfolio holdings with the SEC for the fund's first and third fiscal quarters on Form N-Q. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, nor are the reports posted to the Morgan Stanley public web site. You may, however, obtain the Form N-Q filings (as well as the Form N-CSR and N-CSRS filings) by access ing the SEC's web site, http://www.sec.gov. You may also review and copy them at the SEC's public reference room in Washington, DC. Information on the operation

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of the SEC's public reference room may be obtained by calling the SEC at (800) SEC-0330. You can also request copies of these materials, upon payment of a duplicating fee, by electronic request at the SEC's e-mail address (publicinfo@sec.gov) or by writing the public reference section of the SEC, Washington, DC 20549-0102.

Proxy Voting Policy and Procedures and Proxy Voting Record

You may obtain a copy of the Fund's Proxy Voting Policy and Procedures without charge, upon request, by calling toll free (800) 869-NEWS or by visiting the Mutual Fund Center on our Web site at www.morganstanley.com. It is also available on the Securities and Exchange Commission's Web site at http://www.sec.gov.

You may obtain information regarding how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 without charge by visiting the Mutual Fund Center on our Web site at www.morganstanley.com. This information is also available on the Securities and Exchange Commission's Web site at http://www.sec.gov.

Householding Notice

To reduce printing and mailing costs, the Fund attempts to eliminate duplicate mailings to the same address. The Fund delivers a single copy of certain shareholder documents, including shareholder reports, prospectuses and proxy materials, to investors with the same last name who reside at the same address. Your participation in this program will continue for an unlimited period of time unless you instruct us otherwise. You can request multiple copies of these documents by calling (800) 350-6414, 8:00 a.m. to 8:00 p.m., ET. Once our Customer Service Center has received your instructions, we will begin sending individual copies for each account within 30 days.

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Performance Summary

Average Annual Total Returns—Period Ended April 30, 2007
Symbol	Class A Shares* (since 06/28/99) INLAX		Class B Shares** (since 06/28/99) INLBX		Class C Shares† (since 06/28/99) INLCX		Class D Shares†† (since 06/28/99) INLDX
1 Year	16.63% 10.50	3 4	15.50% 10.50	3 4	15.53% 14.53	3 4	16.68% —	3
5 Years	14.56 13.33	3 4	13.65 13.41	3 4	13.67 13.67	3 4	14.79 —	3
Since Inception	7.00 6.27	3 4	6.15 6.15	3 4	6.18 6.18	3 4	7.21 —	3

Performance data quoted represents past performance, which is no guarantee of future results and current performance may be lower or higher than the figures shown. For most recent month-end performance figures, please visit www.morganstanley.com or speak with your Financial Advisor. Investment returns and principal value will fluctuate and fund shares, when redeemed, may be worth more or less than their original cost. The table does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Performance for Class A, Class B, Class C, and Class D shares will vary due to differences in sales charges and expenses.

*  The maximum front-end sales charge for Class A is 5.25%.

**  The maximum contingent deferred sales charge (CDSC) for Class B is 5.0%. The CDSC declines to 0% after six years.

†  The maximum contingent deferred sales charge for Class C is 1.0% for shares redeemed within one year of purchase.

††  Class D has no sales charge.

(1)  The Morgan Stanley Capital International (MSCI) EAFE Index (Europe, Australasia, Far East) is a free float-adjusted market capitalization index that is designed to measure developed market equity performance, excluding the United States & Canada. The term "free float" represents the portion of shares outstanding that are deemed to be available for purchase in the public equity markets by investors. The MSCI EAFE Index consists of the following 21 developed market country indices: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland and the United Kingdom. The performance of the Index is listed in U.S. dollars and assumes reinvestment of net dividends. "Net dividends" reflects a reduction in dividends after taking into account withholding of taxes by certain foreign count ries represented in the Index. The Index is unmanaged and its returns do not include any sales charges or fees. Such costs would lower performance. It is not possible to invest directly in an index.

(2)  The Lipper International Large-Cap Core Funds Index is an equally weighted performance index of the largest qualifying funds (based on net assets) in the Lipper International Large-Cap Core Funds classification. The Index, which is adjusted for capital gains distributions and income dividends, is unmanaged and should not be considered an investment. There are currently 30 funds represented in this Index. The Fund is in the Lipper International Large-Cap Core Funds classification as of the date of this report.

(3)  Figure shown assumes reinvestment of all distributions and does not reflect the deduction of any sales charges.

(4)  Figure shown assumes reinvestment of all distributions and the deduction of the maximum applicable sales charge. See the Fund's current prospectus for complete details on fees and sales charges.

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Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments and redemption fees; and (2) ongoing costs, including advisory fees; distribution and service (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period 11/01/06 – 04/30/07.

Actual Expenses

The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing cost of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) and redemption fees. Therefore, the second line of the table is useful in comparing ongoing costs, and will not help you determine the relative total cost of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account Value		Ending Account Value		Expenses Paid During Period*
	11/01/06		04/30/07		11/01/06 – 04/30/07
Class A
Actual (15.03% return)	$	1,000.00	$	1,150.30	$	7.25
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,018.05	$	6.80
Class B
Actual (14.34% return)	$	1,000.00	$	1,143.40	$	11.21
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,014.33	$	10.54
Class C
Actual (14.37% return)	$	1,000.00	$	1,143.70	$	11.16
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,014.38	$	10.49
Class D
Actual (14.92% return)	$	1,000.00	$	1,149.20	$	5.92
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,019.29	$	5.56

*  Expenses are equal to the Fund's annualized expense ratios of 1.36%, 2.11%, 2.10% and 1.11% for Class A, Class B, Class C and Class D shares, respectively, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

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Investment Advisory Agreement Approval

Nature, Extent and Quality of Services

The Board reviewed and considered the nature and extent of the investment advisory services provided by the Investment Adviser under the Advisory Agreement, including portfolio management, investment research and equity and fixed income securities trading. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services provided by the Fund's Administrator under the Administration Agreement, including accounting, clerical, bookkeeping, compliance, business management and planning, and the provision of supplies, office space and utilities at the Investment Adviser's expense. (The Investment Adviser and the Administrator together are referred to as the "Adviser" and the Advisory and Administration Agreements together are referred to as the "Management Agreement.") The Board also compared the nature of the services provided by the Adviser with similar services provided by non-affiliated advi sers as reported to the Board by Lipper Inc. ("Lipper").

The Board reviewed and considered the qualifications of the portfolio managers, the senior administrative managers and other key personnel of the Adviser who provide the administrative and advisory services to the Fund. The Board determined that the Adviser's portfolio managers and key personnel are well qualified by education and/or training and experience to perform the services in an efficient and professional manner. The Board concluded that the nature and extent of the advisory and administrative services provided were necessary and appropriate for the conduct of the business and investment activities of the Fund. The Board also concluded that the overall quality of the advisory and administrative services was satisfactory.

Performance Relative to Comparable Funds Managed by Other Advisers

On a regular basis, the Board reviews the performance of all funds in the Morgan Stanley Fund Complex, including the Fund, compared to their peers, paying specific attention to the underperforming funds. In addition, the Board specifically reviewed the Fund's performance for the one-, three- and five-year periods ended November 30, 2006, as shown in a report provided by Lipper (the "Lipper Report"), compared to the performance of comparable funds selected by Lipper (the "performance peer group"). The Board also discussed with the Adviser the performance goals and the actual results achieved in managing the Fund. The Board concluded that the Fund's performance was competitive with that of its performance peer group.

Fees Relative to Other Proprietary Funds Managed by the Adviser with Comparable Investment Strategies

The Board reviewed the advisory and administrative fee (together, the "management fee") rate paid by the Fund under the Management Agreement. The Board noted that the management fee rate was comparable to the management fee rates charged by the Adviser to other proprietary funds it manages with investment strategies comparable to those of the Fund.

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Fees and Expenses Relative to Comparable Funds Managed by Other Advisers

The Board reviewed the management fee rate and total expense ratio of the Fund as compared to the average management fee rate and average total expense ratio for funds, selected by Lipper (the "expense peer group"), managed by other advisers with investment strategies comparable to those of the Fund, as shown in the Lipper Report. The Board concluded that the Fund's management fee rate and total expense ratio were competitive with those of its expense peer group.

Breakpoints and Economies of Scale

The Board reviewed the structure of the Fund's management fee schedule under the Management Agreement and noted that it includes a breakpoint in the management fee schedule. The Board also reviewed the level of the Fund's management fee and noted that the fee, as a percentage of the Fund's net assets, would decrease as net assets increase because of the breakpoint. The Board concluded that the Fund's management fee would reflect economies of scale as assets increase.

Profitability of the Adviser and Affiliates

The Board considered information concerning the costs incurred and profits realized by the Adviser and affiliates during the last year from their relationship with the Fund and during the last two years from their relationship with the Morgan Stanley Fund Complex and reviewed with the Adviser the cost allocation methodology used to determine the profitability of the Adviser and affiliates. Based on its review of the information it received, the Board concluded that the profits earned by the Adviser and affiliates were not excessive in light of the advisory, administrative and other services provided to the Fund.

Fall-Out Benefits

The Board considered so-called "fall-out benefits" derived by the Adviser and affiliates from their relationship with the Fund and the Morgan Stanley Fund Complex, such as sales charges on sales of Class A shares and "float" benefits derived from handling of checks for purchases and sales of Fund shares, through a broker-dealer affiliate of the Adviser and "soft dollar" benefits (discussed in the next section). The Board also considered that a broker-dealer affiliate of the Adviser receives from the Fund 12b-1 fees for distribution and shareholder services. The Board also considered that an affiliate of the Adviser, through a joint venture, receives revenue in connection with trading done on behalf of the Fund through an electronic trading system network ("ECN"). The Board concluded that the float benefits and the above-referenced ECN-related revenue were relatively small and that the sales charges and 12b-1 fees were competitiv e with those of other broker-dealers.

Soft Dollar Benefits

The Board considered whether the Adviser realizes any benefits as a result of brokerage transactions executed

9

through "soft dollar" arrangements. Under such arrangements, brokerage commissions paid by the Fund and/or other funds managed by the Adviser would be used to pay for research that a securities broker obtains from third parties, or to pay for both research and execution services from securities brokers who effect transactions for the Fund. The Board recognized that the receipt of such research from brokers may reduce the Adviser's costs, but concluded that the receipt of such research strengthens the investment management resources of the Adviser, which may ultimately benefit the Fund and other funds in the Morgan Stanley Fund Complex.

Adviser Financially Sound and Financially Capable of Meeting the Fund's Needs

The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement.

Historical Relationship Between the Fund and the Adviser

The Board also reviewed and considered the historical relationship between the Fund and the Adviser, including the organizational structure of the Adviser, the policies and procedures formulated and adopted by the Adviser for managing the Fund's operations and the Board's confidence in the competence and integrity of the senior managers and key personnel of the Adviser. The Board concluded that it is beneficial for the Fund to continue its relationship with the Adviser.

Other Factors and Current Trends

The Board considered the controls and procedures adopted and implemented by the Adviser and monitored by the Fund's Chief Compliance Officer and concluded that the conduct of business by the Adviser indicates a good faith effort on its part to adhere to high ethical standards in the conduct of the Fund's business.

General Conclusion

After considering and weighing all of the above factors, the Board concluded that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year.

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Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2007 (unaudited)

NUMBER OF SHARES			VALUE
		Common Stocks (94.9%)
		Australia # (3.8%)
		Aluminum
	28,830	Alumina Ltd. (a)	$	169,923
		Beverages: Alcoholic
	28,866	Foster's Group Ltd.		152,229
		Beverages: Non-Alcoholic
	7,548	Coca-Cola Amatil Ltd. (a)		59,192
		Biotechnology
	1,359	CSL Ltd.		97,900
		Building Products
	28,356	CSR Ltd. (a)		85,590
		Casino/Gaming
	5,726	TABCORP Holdings Ltd. (a)		85,731
		Chemicals: Major Diversified
	7,116	Orica Ltd. (a)		186,018
		Construction Materials
	14,815	Boral Ltd. (a)		102,896
	11,841	James Hardie Industries NV (CDI) (a)		86,627
	23,685	Rinker Group Ltd.		366,148
				555,671
		Containers/Packaging
	22,378	Amcor Ltd. (a)		137,741
		Engineering & Construction
	3,397	Leighton Holdings Ltd. (a)		96,997
		Financial Conglomerates
	2,956	Macquarie Bank Ltd. (a)		210,932
	7,797	Suncorp-Metway Ltd.		138,182
				349,114
		Food Retail
	15,190	Coles Group Ltd. (a)		216,706
	14,840	Woolworths Ltd.		347,107
				563,813

NUMBER OF SHARES			VALUE
		Gas Distributors
	6,568	AGL Energy Ltd. (a)	$	83,417
	3,785	Alinta Ltd.		46,901
	83,483	Origin Energy Ltd.		627,342
				757,660
		Hospital/Nursing Management
	13,440	Symbion Health Ltd.		45,593
		Industrial Conglomerates
	2,777	Ansell Ltd. (a)		25,602
	5,443	Wesfarmers Ltd. (a)		176,139
				201,741
		Investment Managers
	18,805	AMP Ltd. (a)		166,788
		Investment Trusts/ Mutual Funds
	32,909	Macquarie Infrastructure Group (Stapled Securities)**		103,055
		Major Banks
	20,480	Australia and New Zealand Banking Group Ltd.		519,789
	16,927	Commonwealth Bank of Australia		738,681
	22,665	National Australia Bank Ltd. (a)		805,837
	23,934	Westpac Banking Corp.		535,171
				2,599,478
		Major Telecommunications
	30,491	Telstra Corp., Ltd.		117,724
		Medical/Nursing Services
	2,044	Sonic Healthcare Ltd. (a)		24,144
		Miscellaneous Commercial Services
	13,997	Brambles Ltd. (a)*		152,687
		Multi-Line Insurance
	24,017	Insurance Australia Group Ltd. (a)		119,124

See Notes to Financial Statements
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Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2007 (unaudited) continued

NUMBER OF SHARES			VALUE
		Oil & Gas Production
	61,311	Santos Ltd. (a)	$	570,140
	34,283	Woodside Petroleum Ltd.		1,115,146
				1,685,286
		Oil Refining/Marketing
	11,640	Caltex Australia Ltd.		233,262
		Other Metals/Minerals
	89,284	BHP Billiton Ltd.		2,180,785
	7,742	Rio Tinto Ltd. (a)		527,569
				2,708,354
		Other Transportation
	14,252	Sydney Roads Group (Stapled Securities)** (a)		16,899
	8,911	Transurban Group (Stapled Securities)**		59,387
				76,286
		Precious Metals
	8,257	Newcrest Mining Ltd. (a)		158,013
		Property - Casualty Insurers
	9,826	QBE Insurance Group Ltd.		249,443
		Publishing: Newspapers
	14,003	Fairfax Media Ltd.		60,491
		Pulp & Paper
	12,093	PaperlinX Ltd.		38,914
		Real Estate Development
	5,980	Lend Lease Corp., Ltd. (a)		98,464
		Real Estate Investment Trusts
	1,340	Stockland (Stapled Securities)**		9,534
		Steel
	19,414	BlueScope Steel Ltd.		192,591
	14,054	OneSteel Ltd.		66,438
				259,029
		Trucking
	5,327	Toll Holdings Ltd.		96,870
	Total Australia			12,501,859

NUMBER OF SHARES			VALUE
		Austria # (1.5%)
		Building Products
	3,590	Wienerberger AG	$	257,674
		Containers/Packaging
	255	Mayr-Melnhof Karton AG		59,634
		Electric Utilities
	4,550	Oesterreichische Elektrizitaetswirtschafts AG (Verbund) (Class A)		234,039
		Industrial Machinery
	416	Andritz AG		106,911
		Major Banks
	1,872	Bank Austria Creditanstalt (a)		359,815
	13,593	Erste Bank der oesterreichischen Sparkassen AG		1,090,458
	3,325	Raiffeisen International Bank-Holding AG		457,632
				1,907,905
		Major Telecommunications
	19,779	Telekom Austria AG		557,934
		Multi-Line Insurance
	1,329	Wiener Staedtische Versicherung AG (a)		99,746
		Oil Refining/Marketing
	9,704	OMV AG		614,396
		Other Transportation
	625	Flughafen Wien AG		67,733
		Real Estate Development
	20,208	Immofinanz Immobilien Anlagen AG*		328,389
	6,631	Meinl European Land Ltd.*		192,144
				520,533
		Steel
	2,136	Boehler-Uddeholm AG		209,666
	4,336	voestalpine AG (a)		291,981
				501,647
	Total Austria			4,928,152

See Notes to Financial Statements
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Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2007 (unaudited) continued

NUMBER OF SHARES			VALUE
		Belgium # (0.8%)
		Chemicals: Specialty
	1,069	Solvay S.A.	$	168,952
		Electronic Equipment/ Instruments
	1,249	Agfa Gevaert NV		30,156
		Financial Conglomerates
	26,769	Fortis		1,199,257
		Major Banks
	15,105	Dexia S.A. (a)		491,762
	2,077	KBC GROEP NV		274,250
				766,012
		Major Telecommunications
	1,989	Belgacom S.A.		87,568
		Metal Fabrications
	131	Bekaert NV		18,578
		Other Metals/Minerals
	454	Umicore		90,963
		Pharmaceuticals: Other
	1,779	UCB S.A.		105,792
	Total Belgium			2,467,278
		Bermuda # (0.1%)
		Apparel/Footwear
	7,000	Yue Yuen Industrial (Holdings) Ltd.		24,404
		Construction Materials
	7,000	Cheung Kong Infrastructure Holdings Ltd.		25,040
		Electronic Equipment/ Instruments
	550,921	China Water Affairs Group Ltd.*		293,648
		Marine Shipping
	43,000	NWS Holdings Ltd.		109,356
	Total Bermuda			452,448

NUMBER OF SHARES			VALUE
		Brazil (0.1%)
		Aerospace & Defense
	4,422	Empresa Brasileira de Aeronautica S.A.	$	52,698
		Beverages: Alcoholic
	39,339	Companhia de Bebidas das Americas		22,952
		Other Transportation
	15,000	Companhia de Concessoes Rodoviarias		235,737
		Steel
	1,105	Arcelor Brasil S.A.		26,995
	604	Companhia Siderurgica Nacional S.A.		26,393
				53,388
		Tobacco
	1,200	Souza Cruz S.A.		26,528
	Total Brazil			391,303
		Cayman Islands # (0.1%)
		Industrial Specialties
	8,000	Kingboard Chemical Holdings Ltd.		37,174
		Major Telecommunications
	16,000	Hutchison Telecommunications International Ltd.*		32,980
		Other Transportation
	109,000	Hopewell Highway Infrastructure Ltd.		109,554
		Trucks/Construction/ Farm Machinery
	71,000	China Infrastructure Machinery Holdings Ltd. (a)		134,933
	Total Cayman Islands			314,641
		China # (1.2%)
		Airlines
	94,000	Air China Ltd. (H Shares) (a)		63,600

See Notes to Financial Statements
13

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2007 (unaudited) continued

NUMBER OF SHARES			VALUE
		Aluminum
	96,000	Aluminum Corp. of China Ltd. (H Shares)	$	111,522
		Chemicals: Specialty
	14,000	Sinopec Shanghai Petrochemical Co. Ltd. (H Shares)		7,985
		Coal
	78,000	China Shenhua Energy Company Ltd. (H Shares)		193,451
	50,000	Yanzhou Coal Mining Co., Ltd. (H Shares) (a)		51,588
				245,039
		Construction Materials
	2,000	Anhui Conch Cement Company Ltd. (H Shares) (a)		8,054
		Electric Utilities
	44,000	Datang International Power Generation Co., Ltd. (H Shares)		50,211
	96,000	Huaneng Power International, Inc. (H Shares) (a)		97,299
				147,510
		Engineering & Construction
	101,000	China Communications Construction Co., Ltd. (H Shares)*		130,496
		Environmental Services
	139,000	Tianjin Capital Environmental Protection Co., Ltd. (H Shares)		58,038
		Industrial Machinery
	18,000	Shanghai Electric Group Company Ltd. (H Shares)		7,675
		Integrated Oil
	386,000	China Petroleum & Chemical Corp. (Singopec) (H Shares) (a)		337,049
	364,000	PetroChina Co., Ltd. (H Shares)		408,621
				745,670

NUMBER OF SHARES			VALUE
		Life/Health Insurance
	165,000	China Life Insurance Co., Ltd. (H Shares) (a)	$	509,670
		Major Banks
	503,000	Bank of China Ltd. (H Shares) (a)*		248,367
	331,000	Bank of Communications Ltd. (H Shares) (a)		348,510
				596,877
		Major Telecommunications
	368,000	China Telecom Corp. Ltd (H Shares)		174,130
		Marine Shipping
	84,525	China Cosco Holdings Company Ltd. (H Shares)		76,279
	38,963	China Shipping Development Co., Ltd. (H Shares)		73,028
				149,307
		Motor Vehicles
	57,961	Dongfeng Motor Corporation (H Shares)*		30,729
		Multi-Line Insurance
	30,000	Ping An Insurance (Group) Co. of China, Ltd. (H Shares)		159,152
		Other Metals/Minerals
	34,000	Jiangxi Copper Co., Ltd. (H Shares) (a)		47,658
		Other Transportation
	116,940	Anhui Expressway Co., Ltd. (H Shares)		92,288
	229,000	Sichuan Expressway Co., Ltd. (H Shares)		52,762
	14,000	Zhejiang Expressway Co., Ltd. (H Shares)		11,482
				156,532
		Precious Metals
	90,000	Zijin Mining Group Co., Ltd. (H Shares) (a)		52,275
		Real Estate Development
	23,600	Guangzhou R&F Properties Company Ltd. (H Shares)		56,631

See Notes to Financial Statements
14

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2007 (unaudited) continued

NUMBER OF SHARES			VALUE
		Regional Banks
	962,314	China Construction Bank (H Shares)	$	584,159
		Steel
	4,000	Angang Steel Co., Ltd. (H Shares)		7,590
	Total China			4,050,299
		Denmark # (0.6%)
		Biotechnology
	1,350	Novozymes A/S (B Shares)		141,022
		Electrical Products
	1,700	Vestas Wind Systems A/S*		109,821
		Major Banks
	15,944	Danske Bank A/S		744,009
		Marine Shipping
	41	A P Moller - Maersk A/S		463,902
		Pharmaceuticals: Major
	3,800	Novo Nordisk A/S (Series B)		371,374
		Telecommunication Equipment
	4,500	GN Store Nord A/S		51,566
		Trucking
	225	DSV A/S		46,202
	Total Denmark			1,927,896
		Egypt # (0.1%)
		Specialty Telecommunications
	14,960	Orascom Telecom Holding		205,205
		Finland # (1.9%)
		Building Products
	948	Uponor Oyj (a)		39,192
		Electric Utilities
	10,453	Fortum Oyj (a)		322,958
		Engineering & Construction
	2,578	Kone Oyj (B Shares) (a)		155,113
		Food Retail
	9,810	Kesko Oyj (B Shares)		678,419

NUMBER OF SHARES			VALUE
		Industrial Machinery
	7,088	Metso Oyj	$	386,513
		Information Technology Services
	5,020	TietoEnator Oyj (a)		158,153
		Marine Shipping
	1,289	Cargotec Corp. (B Shares)		79,887
		Multi-Line Insurance
	11,210	Sampo Oyj (A Shares)		348,838
		Oil Refining/Marketing
	3,313	Neste Oil Oyj		117,406
		Other Metals/Minerals
	6,478	Outokumpu Oyj (a)		214,533
		Pulp & Paper
	19,556	Stora Enso Oyj (Registered Shares)		357,802
	17,023	UPM-Kymmene Oyj (a)		419,387
				777,189
		Steel
	2,962	Rautaruukki Oyj (a)		159,520
		Telecommunication Equipment
	98,868	Nokia Oyj		2,499,984
		Trucks/Construction/ Farm Machinery
	1,518	Wartsila Oyj (B Shares) (a)		101,158
	Total Finland			6,038,863
		France # (7.2%)
		Advertising/Marketing Services
	1,483	Publicis Groupe		70,565
		Aerospace & Defense
	2,437	Thales S.A. (a)		147,784
	290	Zodiac S.A. (a)		22,311
				170,095
		Apparel/Footwear
	472	Hermes International		68,137
	3,695	LVMH Moet Hennessy Louis Vuitton S.A. (a)		430,362
				498,499

See Notes to Financial Statements
15

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2007 (unaudited) continued

NUMBER OF SHARES			VALUE
		Auto Parts: O.E.M.
	1,777	Valeo S.A. (a)	$	101,576
		Automotive Aftermarket
	1,604	Compagnie Generale des Etablissements Michelin (B Shares)		203,638
		Broadcasting
	1,826	Societe Television Francaise 1		62,622
		Building Products
	6,103	Compagnie de Saint-Gobain		649,344
		Chemicals: Major Diversified
	1,055	Arkema*		63,065
		Chemicals: Specialty
	2,167	Air Liquide S.A. (a)		537,295
		Construction Materials
	687	Imerys S.A. (a)		65,418
	3,657	Lafarge S.A. (a)		591,545
				656,963
		Data Processing Services
	474	Atos Origin S.A.*		33,961
		Department Stores
	951	PPR		164,911
		Electric Utilities
	2,172	Suez S.A. (Brussels Exchange)		123,391
	13,482	Suez S.A. (Paris Exchange) (a)		765,014
				888,405
		Electrical Products
	4,238	Schneider Electric S.A. (a)		597,173
		Electronics/Appliances
	3,682	Thomson		71,133
		Engineering & Construction
	5,288	Bouygues S.A.		420,314
	2,794	Vinci S.A.		448,326
				868,640
		Food Distributors
	2,570	Sodexho Alliance S.A.		203,601

NUMBER OF SHARES			VALUE
		Food Retail
	8,710	Carrefour S.A. (a)	$	667,574
	1,148	Casino Guichard- Perrachon S.A.		123,024
				790,598
		Food: Major Diversified
	3,768	Groupe Danone		617,237
		Hotels/Resorts/Cruiselines
	4,992	Accor S.A. (a)		469,157
		Industrial Conglomerates
	4,597	Alstom*		681,956
		Information Technology Services
	2,833	Cap Gemini S.A. (a)		213,704
		Integrated Oil
	42,244	Total S.A. (a)		3,119,742
		Internet Software/Services
	1,116	Business Objects S.A.*		41,949
		Life/Health Insurance
	1,863	CNP Assurances		237,457
		Major Banks
	20,034	BNP Paribas		2,319,201
	7,901	Societe Generale		1,672,734
				3,991,935
		Major Telecommunications
	27,639	France Telecom S.A.		805,923
		Media Conglomerates
	13,317	Vivendi (a)		549,035
		Medical Specialties
	812	Essilor International S.A.		97,695
		Motor Vehicles
	1,825	PSA Peugeot Citroen (a)		147,995
	1,879	Renault S.A.		243,838
				391,833
		Multi-Line Insurance
	44,694	Axa		2,043,410

See Notes to Financial Statements
16

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2007 (unaudited) continued

NUMBER OF SHARES			VALUE
		Office Equipment/Supplies
	805	Neopost S.A.	$	116,557
		Oilfield Services/Equipment
	527	Technip S.A.		38,903
		Other Consumer Specialties
	302	Societe BIC S.A.		22,049
		Packaged Software
	1,040	Dassault Systemes S.A.		61,749
		Pharmaceuticals: Major
	15,681	Sanofi-Aventis (a)		1,440,310
		Publishing: Books/Magazines
	2,131	Lagardere S.C.A. (a)		167,185
		Real Estate Development
	1,082	Gecina S.A.		204,256
	912	Klepierre		174,723
	1,475	Unibail		407,072
				786,051
		Regional Banks
	9,159	Credit Agricole S.A. (a)		384,408
		Telecommunication Equipment
	28,669	Alcatel-Lucent		379,796
	1,681	Safran S.A. (a)		40,622
				420,418
		Water Utilities
	2,919	Veolia Environnement (a)		241,092
	Total France			23,571,839
		Germany # (10.8%)
		Air Freight/Couriers
	26,690	Deutsche Post AG (Registered Shares)		921,527
		Airlines
	8,408	Deutsche Lufthansa AG (Registered Shares)		252,706
		Apparel/Footwear
	7,660	Adidas AG (a)		457,418
	470	Puma AG		213,120
				670,538

NUMBER OF SHARES			VALUE
		Auto Parts: O.E.M.
	4,830	Continental AG (a)	$	673,857
		Chemicals: Major Diversified
	17,269	BASF AG		2,049,894
	16,061	Bayer AG		1,100,887
				3,150,781
		Chemicals: Specialty
	2,478	Linde AG		277,912
		Department Stores
	3,393	KarstadtQuelle AG*		131,135
	5,306	Metro AG		410,079
				541,214
		Electric Utilities
	23,034	E.ON AG		3,468,020
	15,416	RWE AG (a)		1,630,267
				5,098,287
		Engineering & Construction
	2,143	Hochtief AG		225,021
		Financial Conglomerates
	11,726	Depfa Bank PLC		218,206
	4,981	Hypo Real Estate Holding AG (a)		333,430
				551,636
		Food: Specialty/Candy
	3,010	Suedzucker AG		61,815
		Hotels/Resorts/Cruiselines
	7,209	TUI AG		198,456
		Household/Personal Care
	2,004	Beiersdorf AG		144,148
		Industrial Conglomerates
	5,774	MAN AG		773,034
	29,943	Siemens AG (Registered Shares)		3,616,929
	13,537	ThyssenKrupp AG		729,393
				5,119,356

See Notes to Financial Statements
17

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2007 (unaudited) continued

NUMBER OF SHARES			VALUE
		Industrial Machinery
	2,050	Heidelberger Druckmaschinen AG (a)	$	96,866
		Investment Banks/Brokers
	3,776	Deutsche Boerse AG		889,133
		Major Banks
	21,868	Commerzbank AG (a)		1,094,502
	18,373	Deutsche Bank AG (Registered Shares)		2,831,516
	2,014	Deutsche Postbank AG (a)		197,335
				4,123,353
		Major Telecommunications
	106,221	Deutsche Telekom AG (Registered Shares) (a)		1,936,349
		Medical Distributors
	3,092	Celesio AG		221,773
		Medical/Nursing Services
	2,372	Fresenius Medical Care AG & Co. KGaA		357,393
		Motor Vehicles
	30,265	DaimlerChrysler AG (Registered Shares)		2,465,817
	5,865	Volkswagen AG (a)		890,729
				3,356,546
		Multi-Line Insurance
	14,493	Allianz SE (Registered Shares)		3,288,560
	7,277	Muenchener Rueckversicherungs- Gesellschaft AG (Registered Shares) (a)		1,293,319
				4,581,879
		Packaged Software
	33,154	SAP AG		1,598,776
		Pharmaceuticals: Major
	1,560	Merck KGaA		207,756
		Pharmaceuticals: Other
	2,418	Altana AG (a)		179,825
		Total Germany		35,436,903

NUMBER OF SHARES			VALUE
		Greece # (0.5%)
		Casino/Gaming
	6,990	Greek Organisation of Football Prognostics S.A.	$	264,082
		Construction Materials
	1,850	Titan Cement Company S. A.		105,168
		Major Banks
	7,800	Bank of Cyprus Public Co., Ltd.		122,807
	8,821	National Bank of Greece S.A.		492,147
				614,954
		Regional Banks
	9,713	Alpha Bank A.E.		294,946
	4,879	EFG Eurobank Ergasias		202,552
				497,498
	Total Greece			1,481,702
		Hong Kong # (1.0%)
		Airlines
	12,000	Cathay Pacific Airways Ltd.		30,952
		Apparel/Footwear Retail
	11,100	Esprit Holdings Ltd.		134,331
		Broadcasting
	4,000	Television Broadcasts Ltd.		26,457
		Electric Utilities
	19,804	CLP Holdings Ltd.		144,656
	16,000	Hongkong Electric Holdings Ltd. (a)		80,112
				224,768
		Engineering & Construction
	186,000	China Overseas Land & Investment Ltd.		226,333
	8,000	Hopewell Holdings Ltd.		35,177
	27,966	New World Development Co., Ltd.		65,705
				327,215
		Financial Conglomerates
	15,020	Wharf (Holdings) Ltd. (The)		55,337

See Notes to Financial Statements
18

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2007 (unaudited) continued

NUMBER OF SHARES			VALUE
		Gas Distributors
	44,495	Hong Kong & China Gas Co., Ltd.	$	105,904
		Hotels/Resorts/Cruiselines
	12,713	Shangri-La Asia Ltd.		31,028
		Industrial Conglomerates
	464,000	Guangdong Investment Ltd.		249,039
	24,926	Hutchison Whampoa Ltd.		239,765
	10,500	Swire Pacific Ltd. (Class A)		119,971
				608,775
		Investment Banks/Brokers
	12,000	Hong Kong Exchanges & Clearing Ltd.		114,255
		Major Banks
	18,596	Bank of East Asia, Ltd. (The)		113,897
	43,000	BOC Hong Kong (Holdings) Ltd.		105,374
	8,400	Hang Seng Bank Ltd.		118,026
				337,297
		Major Telecommunications
	43,637	PCCW Ltd.		26,796
		Miscellaneous Manufacturing
	18,523	Johnson Electric Holdings Ltd.		11,218
		Other Transportation
	48,000	Cosco Pacific Ltd.		115,699
		Railroads
	16,556	MTR Corp., Ltd.		40,563
		Real Estate Development
	18,000	Cheung Kong (Holdings) Ltd.		232,796
	22,000	Hang Lung Properties Ltd.		65,382
	8,000	Henderson Land Development Co., Ltd.		47,906
	7,320	Hysan Development Co., Ltd.		19,410
	5,172	Kerry Properties Ltd.		25,767

NUMBER OF SHARES			VALUE
	14,728	Sino Land Co., Ltd.	$	30,837
	15,000	Sun Hung Kai Properties Ltd.		175,576
				597,674
		Real Estate Investment Trusts
	19,500	Link REIT (The)		44,342
		Tools/Hardware
	11,000	Techtronic Industries Co., Ltd.		14,590
		Wholesale Distributors
	21,220	Li & Fung Ltd.		65,325
		Wireless Telecommunications
	54,500	China Mobile Ltd.		492,266
	Total Hong Kong			3,404,792
		India # (1.0%)
		Aluminum
	6,300	Hindalco Industries Ltd.		22,283
		Broadcasting
	1,090	Zee News Ltd.*		1,061
		Cable/Satellite TV
	1,386	Dish TV India Ltd.*		3,649
	1,205	Wire and Wireless India Ltd.*		2,432
				6,081
		Construction Materials
	345	ACC Limited		7,122
	427	Grasim Industries Ltd.		25,545
	5,900	Ambuja Cements Ltd.		16,953
				49,620
		Electric Utilities
	706	Reliance Energy Ltd.		8,674
		Electrical Products
	181	Asea Brown Boveri India Ltd		17,922
	4,488	Bharat Heavy Electricals Ltd.		270,875
				288,797
		Engineering & Construction
	23,500	IVRCL Infracstructures and Projects Ltd.		181,147
	31,200	Unitech Ltd.		319,848
				500,995

See Notes to Financial Statements
19

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2007 (unaudited) continued

NUMBER OF SHARES			VALUE
		Finance/Rental/Leasing
	2,128	Housing Development Finance Corp., Ltd.	$	85,492
		Financial Publishing/Services
	212	I-Flex Solutions Ltd.		12,957
		Gas Distributors
	3,023	Gail India Ltd.		21,694
		Household/Personal Care
	9,522	Hindustan Lever Ltd.		46,062
		Information Technology Services
	4,602	Infosys Technologies Ltd.		229,094
	5,403	Satyam Computer Services Ltd.		61,945
	1,495	Tata Consultancy Services Ltd.		45,880
	2,332	Wipro Ltd.		32,350
				369,269
		Major Telecommunications
	26,217	Bharti Airtel Limited*		515,746
	8,000	Reliance Communications Ltd.*		92,740
				608,486
		Metal Fabrications
	1,160	Bharat Forge Ltd.		9,080
		Motor Vehicles
	362	Bajaj Auto Ltd		21,457
	961	Hero Honda Motors Ltd.		16,000
	1,208	Mahindra & Mahindra Ltd.		22,756
	819	Maruti Udyog Ltd		15,951
				76,164
		Movies/Entertainment
	2,411	Zee Entertainment Enterprises Ltd.		17,025
		Oil & Gas Production
	2,829	Oil & Natural Gas Corp., Ltd.		62,736
		Oil Refining/Marketing
	7,511	Reliance Industries Ltd.		282,546

NUMBER OF SHARES			VALUE
		Pharmaceuticals: Generic Drugs
	1,186	Dr. Reddy's Laboratories Ltd.	$	20,394
		Pharmaceuticals: Major
	552	Sun Pharma Advanced Research Co., Ltd.*		1,121
	552	Sun Pharmaceuticals Industries Ltd.		13,734
				14,855
		Pharmaceuticals: Other
	2,157	Cipla Ltd.		11,032
	220	Glaxosmithkline Pharmaceuticals Ltd.		6,220
	716	Glenmark Pharmaceuticals Ltd.		11,434
	1,751	Ranbaxy Laboratories Ltd.		15,723
				44,409
		Regional Banks
	4,490	HDFC Bank Ltd.		111,507
	1,800	ICICI Bank Ltd. (Sponsored ADR) (a)		73,656
	7,294	ICICI Bank Ltd.		152,760
	1,300	UTI Bank Limited		14,699
				352,622
		Specialty Telecommunications
	2,216	Mahanagar Telephone Nigam Ltd.		7,957
		Steel
	1,556	Tata Steel Ltd.		20,604
		Tobacco
	12,800	ITC Ltd.		49,561
		Trucks/Construction/Farm Machinery
	6,605	Larsen & Toubro Ltd.		271,794
	2,236	Tata Motors Ltd.		40,702
				312,496
	Total India			3,291,920

See Notes to Financial Statements
20

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2007 (unaudited) continued

NUMBER OF SHARES			VALUE
		Indonesia # (0.4%)
		Construction Materials
	173,000	PT Indocement Tunggal Prakarsa Tbk	$	107,351
		Major Telecommunications
	328,000	PT Telekomunikasi Indonesia Tbk (Series B)		377,465
		Regional Banks
	624,000	PT Bank Central Asia Tbk		360,712
	270,500	PT Bank Mandiri		90,165
	169,500	PT Bank Rakyat Indonesia		97,026
				547,903
		Trucks/Construction/Farm Machinery
	421,000	PT United Tractors Tbk		361,602
	Total Indonesia			1,394,321
		Ireland # (0.0%)
		Major Banks
	3,300	Allied Irish Banks PLC		99,613
		Italy # (1.1%)
		Investment Banks/Brokers
	637	Mediobanca S.p.A.		14,722
		Life/Health Insurance
	21,277	Assicurazioni Generali S.p.A.		978,945
		Major Banks
	6,615	Capitalia S.p.A. (a)		62,832
	87,590	Intesa Sanpaolo		732,885
	147,481	UniCredito Italiano S.p.A.		1,512,103
				2,307,820
		Regional Banks
	4,928	Unione di Banche Italiane Scpa		148,984
	Total Italy			3,450,471

NUMBER OF SHARES			VALUE
		Japan # (23.0%)
		Advertising/Marketing Services
	1,250	Asatsu - DK Inc. (a)	$	39,910
		Agricultural Commodities/ Milling
	6,000	Nisshin Seifun Group Inc. (a)		64,724
		Air Freight/Couriers
	26,500	Nippon Express Co., Ltd.		164,176
	9,035	Yamato Holdings Co., Ltd. (a)		131,115
				295,291
		Airlines
	27,000	Japan Airlines Corp. (a)*		52,915
		Apparel/Footwear
	4,546	Onward Kashiyama Co., Ltd.		60,608
	2,000	Wacoal Holdings Corp.		24,824
				85,432
		Apparel/Footwear Retail
	2,600	Fast Retailing Co., Ltd. (a)		178,829
	800	Shimamura Co., Ltd. (a)		87,437
				266,266
		Auto Parts: O.E.M.
	20,600	Denso Corporation		728,012
	7,059	NGK Spark Plug Co., Ltd.		124,212
	2,400	Stanley Electric Co., Ltd.		47,608
	3,050	Toyota Industries Corp. (a)		143,778
				1,043,610
		Automotive Aftermarket
	28,200	Bridgestone Corp.		567,882
		Beverages: Alcoholic
	12,300	Asahi Breweries, Ltd.		199,900
	27,051	Kirin Brewery Co., Ltd.		407,236
	8,000	Sapporo Holdings Ltd. (a)		56,844
	5,000	Takara Holdings Inc. (a)		36,957
				700,937
		Beverages: Non-Alcoholic
	1,700	ITO EN, Ltd. (a)		56,638

See Notes to Financial Statements
21

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2007 (unaudited) continued

NUMBER OF SHARES			VALUE
		Broadcasting
	15	Fuji Television Network, Inc.	$	35,142
	3,300	Tokyo Broadcasting System, Inc. (a)		111,450
				146,592
		Building Products
	7,462	JS Group Corp.		168,490
	12,000	Nippon Sheet Glass Company, Ltd.		63,036
	14,500	Toto Ltd. (a)		137,149
				368,675
		Chemicals: Agricultural
	4,500	Nissan Chemical Industries, Ltd.		51,026
		Chemicals: Major Diversified
	36,000	Asahi Kasei Corp.		252,527
	24,500	Mitsubishi Chemical Holdings Corp.		197,099
				449,626
		Chemicals: Specialty
	6,000	Daicel Chemical Industries, Ltd. (a)		40,313
	21,588	Dainippon Ink & Chemicals, Corp. (a)		81,063
	14,546	Denki Kagaku Kogyo Kabushiki Kaisha		63,235
	4,608	JSR Corp.		103,183
	8,000	Kaneka Corp.		73,090
	10,556	Kuraray Co., Ltd. (a)		117,380
	17,599	Mitsubishi Rayon Co., Ltd.		122,534
	15,500	Mitsui Chemicals, Inc.		127,544
	11,397	Shin-Etsu Chemical Co., Ltd.		737,358
	18,000	Showa Denko K.K. (a)		59,021
	5,000	Sumitomo Bakelite Co., Ltd.		35,374
	40,000	Sumitomo Chemical Co., Ltd.		264,012
	16,500	Tosoh Corp.		75,203
				1,899,310

NUMBER OF SHARES			VALUE
		Commercial Printing/Forms
	12,000	Dai Nippon Printing Co., Ltd. (a)	$	191,215
	13,000	Toppan Printing Co., Ltd. (a)		132,082
				323,297
		Computer Processing Hardware
	51,000	Fujitsu Ltd.		320,327
		Construction Materials
	17,000	Taiheiyo Cement Corp.		72,551
		Containers/Packaging
	5,817	Toyo Seikan Kaisha, Ltd.		115,742
		Department Stores
	9,000	Daimaru, Inc. (The)		106,566
	3,000	Hankyu Department Stores, Inc. (a)		26,530
	6,014	Isetan Co., Ltd.		98,442
	12,907	Marui Co., Ltd. (a)		153,160
	13,716	Mitsukoshi, Ltd.		65,680
	11,040	Takashimaya Co., Ltd.		129,673
				580,051
		Electric Utilities
	13,200	Chubu Electric Power Co., Inc. (a)		423,408
	20,200	Kansai Electric Power Co., Inc. (The)		563,386
	7,800	Kyushu Electric Power Co., Inc.		219,385
	15,100	Tohoku Electric Power Co., Inc. (a)		360,293
	23,600	Tokyo Electric Power Co., Inc. (The)		782,477
				2,348,949
		Electrical Products
	5,000	Fuji Electric Holdings Co., Ltd.		23,274
	7,000	Fujikura Ltd.		44,906
	18,500	Furukawa Electric Co., Ltd. (The)		113,107
	800	Mabuchi Motor Co., Ltd.		49,741

See Notes to Financial Statements
22

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2007 (unaudited) continued

NUMBER OF SHARES			VALUE
	9,000	Matsushita Electric Works, Ltd. (a)	$	101,461
	11,560	NGK Insulators, Ltd. (a)		250,928
	3,004	Nidec Corp. (a)		190,005
	20,200	Sumitomo Electric Industries, Ltd. (a)		286,444
	1,100	Ushio Inc. (a)		21,553
				1,081,419
		Electronic Components
	4,700	Alps Electric Co., Ltd. (a)		48,506
	9,800	Citizen Holdings Co., Ltd. (a)		87,602
	800	Hirose Electric Co., Ltd. (a)		97,318
	11,400	Hoya Corp.		349,855
	3,300	Ibiden Co., Ltd.		187,419
	5,500	Murata Manufacturing Co., Ltd.		405,348
	7,500	Nippon Electric Glass Co., Ltd. (a)		128,523
	3,000	Taiyo Yuden Co., Ltd.		65,862
	3,452	TDK Corp.		299,400
				1,669,833
		Electronic Equipment/ Instruments
	28,104	Canon Inc.		1,570,979
	1,047	Keyence Corp. (a)		232,974
	12,530	Konica Minolta Holdings, Inc.*		171,756
	4,500	Kyocera Corp. (a)		437,143
	58,500	Matsushita Electric Industrial Co., Ltd.		1,130,686
	63,552	Mitsubishi Electric Corp.		615,931
	54,500	NEC Corp. (a)		288,769
	15,000	Oki Electric Industry Co., Ltd. (a)		25,855
	6,104	OMRON Corp.		163,426
	17,432	Ricoh Co., Ltd.		382,211
	3,300	Seiko Epson Corp.		99,971
	78,026	Toshiba Corp. (a)		581,990
	5,900	Yokogawa Electric Corp.		86,737
				5,788,428

NUMBER OF SHARES			VALUE
		Electronic Production Equipment
	6,250	Advantest Corp. (a)	$	277,499
	6,800	Tokyo Electron Ltd.		471,543
				749,042
		Electronics/Appliance Stores
	3,350	Yamada Denki Co., Ltd. (a)		308,612
		Electronics/Appliances
	11,100	Casio Computer Co., Ltd.		223,768
	12,600	FUJIFILM Holdings Corp.		516,576
	9,000	Nikon Corp. (a)		206,379
	5,104	Pioneer Corp.		65,130
	50,000	Sanyo Electric Co., Ltd.*(a)		79,544
	23,500	Sharp Corp.		430,046
	20,696	Sony Corp. (a)		1,102,136
				2,623,579
		Engineering & Construction
	6,000	Chiyoda Corp. (a)		137,784
	5,000	Comsys Holdings Corp.		55,851
	8,546	JGC Corp. (a)		131,149
	39,000	Kajima Corp. (a)		192,229
	26,571	Obayashi Corp.		167,427
	8,000	Okumura Corp.		44,605
	27,000	Shimizu Corp. (a)		167,401
	37,000	Taisei Corp. (a)		127,677
				1,024,123
		Finance/Rental/Leasing
	640	Acom Co., Ltd.		23,087
	500	Aeon Credit Service Co., Ltd.		8,319
	600	Aiful Corp. (a)		14,948
	1,500	Credit Saison Co., Ltd.		42,667
	850	Promise Co., Ltd.		25,570
	1,040	Takefuji Corp.		34,902
				149,493
		Financial Conglomerates
	279	Mizuho Financial Group, Inc.		1,680,706

See Notes to Financial Statements
23

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2007 (unaudited) continued

NUMBER OF SHARES			VALUE
		Food Retail
	13,503	Aeon Co., Ltd.	$	247,175
	2,052	FamilyMart Co., Ltd. (a)		51,970
	1,803	Lawson, Inc. (a)		66,439
	21,800	Seven & I Holdings Co., Ltd.		628,027
				993,611
		Food: Meat/Fish/Dairy
	8,000	Meiji Dairies Corp.		63,908
	7,000	Nippon Meat Packers, Inc. (a)		85,252
	3,600	Yakult Honsha Co., Ltd.		96,094
				245,254
		Food: Specialty/Candy
	20,000	Ajinomoto Co., Inc.		245,678
	4,500	Kikkoman Corp.		65,627
	8,000	Meiji Seika Kaisha, Ltd.		37,989
	2,550	Nissin Food Products Co., Ltd.		95,870
	4,000	Yamazaki Baking Co., Ltd.		37,148
				482,312
		Gas Distributors
	41,000	Osaka Gas Co., Ltd.		153,524
	47,000	Tokyo Gas Co., Ltd.		235,342
				388,866
		Home Building
	4,806	Daito Trust Construction Co., Ltd.		220,811
	26,000	Daiwa House Industry Co., Ltd.		407,843
	15,572	Sekisui Chemical Co., Ltd.		120,882
	30,046	Sekisui House, Ltd.		444,036
				1,193,572
		Household/Personal Care
	17,000	Kao Corp.		466,698
	11,000	Shiseido Company, Ltd. (a)		236,087
	1,400	Uni-Charm Corp.		82,545
				785,330
		Industrial Conglomerates
	92,000	Hitachi, Ltd.		698,665
	33,000	Kawasaki Heavy Industries, Ltd. (a)		131,792
				830,457

NUMBER OF SHARES			VALUE
		Industrial Machinery
	9,053	Amada Co., Ltd.	$	100,943
	5,400	Daikin Industries, Ltd.		182,525
	5,650	Fanuc Ltd.		552,769
	32,530	Ishikawajima-Harima Heavy Industries Co., Ltd.		126,958
	107,550	Mitsubishi Heavy Industries, Ltd. (a)		661,968
	2,005	SMC Corp.		255,885
	12,000	Sumitomo Heavy Industries, Ltd.		123,693
	1,300	THK Co., Ltd.		31,758
				2,036,499
		Industrial Specialties
	36,500	Asahi Glass Company, Ltd. (a)		490,776
	5,900	Nitto Denko Corp. (a)		259,882
				750,658
		Information Technology Services
	2,300	CSK Holdings Corp (a)		88,742
	1,000	ITOCHU Techno-Solutions Corp.		45,510
	18	Net One Systems Co., Ltd. (a)		18,851
	4,000	Nomura Research Institute, Ltd.		106,655
	44	NTT Data Corp.		215,880
	270	OBIC Co., Ltd. (a)		50,070
	25,700	SOFTBANK Corp.		553,443
	1,100	TIS Inc. (a)		25,172
				1,104,323
		Internet Software/Services
	30	Index Holdings (a)		10,188
	527	Yahoo! Japan Corp.		182,739
				192,927
		Investment Banks/Brokers
	35,000	Daiwa Securities Group Inc.		389,236
	45	SBI E*TRADE Securities Co., Ltd. (a)		48,208
	3,500	Matsui Securities Co., Ltd.		25,706
	7,000	Mitsubishi UFJ Securities Co., Ltd.		73,601

See Notes to Financial Statements
24

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2007 (unaudited) continued

NUMBER OF SHARES			VALUE
	50,150	Nomura Holdings, Inc.	$	965,674
	12,000	Shinko Securities Co., Ltd.		54,508
				1,556,933
		Life/Health Insurance
	7,250	T&D Holdings, Inc.		459,431
		Major Banks
	41,000	Bank of Yokohama, Ltd. (The)		300,282
	24,000	Chiba Bank, Ltd. (The)		198,455
	26,000	Joyo Bank, Ltd. (The) (a)		159,360
	228	Mitsubishi UFJ Financial Group, Inc.		2,383,159
	19,123	Mitsui Trust Holdings, Inc.		173,142
	136	Resona Holdings, Inc. (a)		306,841
	34,000	Shinsei Bank, Ltd.		146,145
	21,000	Shizuoka Bank, Ltd. (The)		221,263
	173	Sumitomo Mitsui Financial Group, Inc.		1,513,396
	43,081	Sumitomo Trust & Banking Co., Ltd. (The)		420,562
				5,822,605
		Major Telecommunications
	55	Nippon Telegraph & Telephone Corp.		273,653
		Marine Shipping
	4,000	Mitsui O.S.K. Lines, Ltd.		50,351
	33,015	Nippon Yusen Kabushiki Kaisha (a)		284,423
				334,774
		Medical Specialties
	4,400	Olympus Corp.		153,678
	5,850	Terumo Corp.		236,483
				390,161
		Metal Fabrications
	12,000	Minebea Co., Ltd.		70,249
	55,000	Mitsubishi Materials Corp.		266,600
	33,604	Mitsui Mining & Smelting Co., Ltd.		162,068
	20,553	NSK Ltd. (a)		198,997

NUMBER OF SHARES			VALUE
	14,551	NTN Corp.	$	120,946
				818,860
		Miscellaneous Commercial Services
	7,585	Secom Co., Ltd. (a)		343,218
	1,230	USS Co., Ltd.		77,496
				420,714
		Miscellaneous Manufacturing
	11,527	Ebara Corp. (a)		59,251
	2,700	Kurita Water Industries Ltd.		67,488
				126,739
		Motor Vehicles
	58,009	Honda Motor Co., Ltd.		1,996,120
	86,005	Nissan Motor Co., Ltd.		867,543
	93,555	Toyota Motor Corp.		5,698,525
	1,100	Yamaha Motor Co., Ltd.		29,051
				8,591,239
		Movies/Entertainment
	1,800	Oriental Land Co., Ltd.		101,540
	2,750	TOHO Co., Ltd.		53,900
				155,440
		Office Equipment/Supplies
	2,500	Kokuyo Co., Ltd.		31,657
		Oil & Gas Production
	16	INPEX Holdings Inc.		134,165
		Oil Refining/Marketing
	46,000	Nippon Oil Corp.		353,177
	5,600	Showa Shell Sekiyu K.K.		67,211
	9,000	TonenGeneral Sekiyu K.K. (a)		96,828
				517,216
		Other Consumer Services
	1,854	Benesse Corp.		69,017
		Other Metals/Minerals
	17,095	Dowa Holdings, Co., Ltd.		159,133
	14,000	Nippon Mining Holdings, Inc.		112,490
	30,500	Sumitomo Metal Mining Co., Ltd. (a)		562,606
				834,229

See Notes to Financial Statements
25

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2007 (unaudited) continued

NUMBER OF SHARES			VALUE
		Other Transportation
	3,000	Mitsubishi Logistics Corp.	$	52,988
		Packaged Software
	1,100	Fuji Soft Inc.		31,439
	1,150	Oracle Corp. Japan (a)		52,058
	3,200	Trend Micro Inc.		99,575
				183,072
		Personnel Services
	1,100	Meitec Corp.		35,874
		Pharmaceuticals: Major
	24,100	Takeda Pharmaceutical Co., Ltd.		1,561,899
		Pharmaceuticals: Other
	14,500	Astellas Pharma Inc. (a)		632,629
	7,706	Chugai Pharmaceutical Co., Ltd.		196,466
	19,800	Daiichi Sankyo Co., Ltd.		590,159
	6,803	Eisai Co., Ltd. (a)		323,245
	9,032	Kyowa Hakko Kogyo Co., Ltd (a)		84,348
	8,181	Shionogi & Co., Ltd. (a)		159,594
	3,959	Taisho Pharmaceutical Co., Ltd. (a)		77,709
				2,064,150
		Property - Casualty Insurers
	23,598	Millea Holdings, Inc.		873,630
	38,000	Mitsui Sumitomo Insurance Co., Ltd.		472,335
	26,000	Sompo Japan Insurance Inc. (a)		317,937
				1,663,902
		Pulp & Paper
	30	Nippon Paper Group, Inc.		101,545
	33,000	Oji Paper Co., Ltd. (a)		168,626
				270,171
		Railroads
	43	Central Japan Railway Co.		472,661
	104	East Japan Railway Co.		842,662

NUMBER OF SHARES			VALUE
	12,500	Keihin Electric Express Railway Co., Ltd.	$	95,768
	8,000	Keio Corp.		56,252
	48,550	Kintetsu Corp. (a)		144,757
	26,500	Tobu Railway Co., Ltd. (a)		121,022
	30,000	Tokyu Corp.		217,356
	16	West Japan Railway Co.		72,384
				2,022,862
		Real Estate Development
	3,700	Leopalace21 Corp.		121,437
	34,000	Mitsubishi Estate Co., Ltd.		1,052,325
	24,500	Mitsui Fudosan Co., Ltd.		715,292
	11,500	Sumitomo Realty & Development Co., Ltd.		423,911
	8,000	Tokyo Tatemono Co., Ltd.		111,816
				2,424,781
		Real Estate Investment Trusts
	19	Japan Real Estate Investment Corp.		253,106
	18	Japan Retail Fund Investment Corp.		180,436
	23	Nippon Building Fund Inc. (a)		369,569
				803,111
		Recreational Products
	3,100	Konami Corp.		81,857
	3,408	Nintendo Co., Ltd.		1,060,044
	3,050	Shimano Inc.		100,341
	3,600	Yamaha Corp.		83,111
				1,325,353
		Regional Banks
	11,000	77 Bank, Ltd. (The)		72,059
	10,000	Bank of Kyoto, Ltd. (The)		115,514
	20,000	Fukuoka Financial Group Inc.*		152,289
	40,000	Hokuhoku Financial Group, Inc.		129,857
	19,000	Nishi-Nippon City Bank, Ltd. (The)		81,468
				551,187

See Notes to Financial Statements
26

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2007 (unaudited) continued

NUMBER OF SHARES			VALUE
		Semiconductors
	1,500	NEC Electronics Corp.*(a)	$	36,714
	4,405	Rohm Co., Ltd.		396,414
	4,000	Sanken Electric Co., Ltd		35,982
				469,110
		Specialty Stores
	2,200	Shimachu Co., Ltd.		59,582
	5,000	UNY Co., Ltd.		59,787
				119,369
		Steel
	10,000	JFE Holdings, Inc. (a)		542,945
	51,000	Kobe Steel, Ltd.		179,942
	131,108	Nippon Steel Corp. (a)		837,951
	78,000	Sumitomo Metal Industries, Ltd. (a)		395,180
				1,956,018
		Telecommunication Equipment
	2,000	Uniden Corp.		14,235
		Textiles
	3,571	Nisshinbo Industries, Inc. (a)		46,282
	25,608	Teijin Ltd.		132,112
	36,000	Toray Industries, Inc.		247,462
				425,856
		Tobacco
	118	Japan Tobacco Inc.		575,921
		Trucks/Construction/Farm Machinery
	1,100	Hitachi Construction Machinery Co., Ltd.		34,317
	33,100	Komatsu Ltd.		784,918
	46,000	Kubota Corp.		433,601
				1,252,836
		Wholesale Distributors
	41,051	ITOCHU Corp.		403,512
	40,550	Marubeni Corp.		242,171
	37,500	Mitsubishi Corp.		799,916
	46,000	Mitsui & Co., Ltd.		819,994
	27,400	Sumitomo Corp. (a)		465,814
				2,731,407

NUMBER OF SHARES			VALUE
		Wireless Telecommunications
	72	NTT DoCoMo, Inc.	$	122,819
	Total Japan			75,092,549
		Malaysia # (0.1%)
		Engineering & Construction
	96,500	IJM Corp Berhad		243,480
		Mexico (1.1%)
		Beverages: Alcoholic
	10,300	Grupo Modelo, S.A. de C.V. (Series C)		53,133
		Beverages: Non-Alcoholic
	4,000	Coca-Cola Femsa, S.A.B. de C.V. (Series L)		15,502
	12,500	Fomento Economico Mexicano, S.A.B. de C.V. (Series UBD) (Units) †		134,503
				150,005
		Broadcasting
	42,000	Grupo Televisa S.A. (Series CPO)		235,463
		Construction Materials
	116,400	Cemex S.A.B. de C.V. (Series CPO) (Units) †*		378,246
		Discount Stores
	74,423	Wal-Mart de Mexico S.A.B. de C.V. (Series V)		292,305
		Home Building
	6,000	Urbi, Desarrollos Urbanos, S.A. de C.V.*		25,084
		Household/Personal Care
	10,300	Kimberly-Clark de Mexico, S.A.B. de C.V. (A Shares)		46,120
		Industrial Conglomerates
	6,600	Alfa, S.A.B. (Class A)		49,456
		Major Telecommunications
	241,500	Telefonos de Mexico S.A. de C.V. (Series L)		413,567

See Notes to Financial Statements
27

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2007 (unaudited) continued

NUMBER OF SHARES			VALUE
		Miscellaneous Manufacturing
	14,700	Grupo Carso S.A. de C.V. (Series A1)	$	58,447
		Other Metals/Minerals
	21,400	Grupo Mexico S.A.B. de C.V. (Series B)		115,379
		Real Estate Development
	7,400	Corporacion GEO, S.A. de C.V. (Series B)*		40,634
		Regional Banks
	99,900	Grupo Financiero Banorte S.A.B. de C.V. (O Shares)		434,634
		Wireless Telecommunications
	521,300	America Movil S.A.B. de C.V. (Series L)		1,367,668
	Total Mexico			3,660,141
		Netherlands # (3.6%)
		Aerospace & Defense
	5,703	European Aeronautic Defence and Space Co. (a)		182,753
		Air Freight/Couriers
	15,007	TNT NV (a)		676,214
		Beverages: Alcoholic
	14,788	Heineken NV (a)		790,043
		Chemicals: Major Diversified
	2,860	Koninklijke DSM NV (a)		136,378
		Electronic Equipment/ Instruments
	2,632	Oce NV (a)		49,567
		Financial Conglomerates
	44,549	ING Groep NV - CVA (Dutch Certificates) (a)		2,022,825
		Food: Major Diversified
	43,958	Unilever NV - CVA (Dutch Certificates)		1,337,960

NUMBER OF SHARES			VALUE
		Industrial Conglomerates
	19,724	Koninklijke (Royal) Philips Electronics NV (a)	$	806,828
		Industrial Specialties
	5,308	Akzo Nobel NV		424,259
		Life/Health Insurance
	48,625	Aegon NV (a)		998,957
		Major Banks
	44,347	ABN AMRO Holding NV		2,163,145
		Major Telecommunications
	35,704	Koninklijke (Royal) KPN NV		604,913
		Medical Specialties
	5,840	Qiagen N.V.*(a)		104,143
		Personnel Services
	813	Vedior NV - CVA (Dutch Certificates)		21,554
		Publishing: Books/Magazines
	9,141	Reed Elsevier NV (a)		171,552
	4,949	Wolters Kluwer NV		146,472
				318,024
		Real Estate Development
	1,565	Rodamco Europe NV		230,835
		Real Estate Investment Trusts
	1,907	Corio NV (a)		168,284
	777	Wereldhave NV (a)		112,117
				280,401
		Steel
	11,134	Arcelor Mittal		592,284
	Total Netherlands			11,741,083
		Norway # (0.6%)
		Chemicals: Agricultural
	3,667	Yara International ASA		106,878
		Financial Conglomerates
	5,653	DnB Nor ASA		80,590
		Food: Specialty/Candy
	26,850	Orkla ASA (a)		427,957

See Notes to Financial Statements
28

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2007 (unaudited) continued

NUMBER OF SHARES			VALUE
		Industrial Conglomerates
	14,385	Norsk Hydro ASA	$	497,569
		Integrated Oil
	11,300	Statoil ASA		317,525
		Major Telecommunications
	12,800	Telenor ASA (a)		239,796
		Miscellaneous Manufacturing
	515	Tomra Systems ASA		4,162
		Pulp & Paper
	3,500	Norske Skogindustrier ASA		53,351
		Telecommunication Equipment
	3,200	Tandberg ASA (a)		67,616
	1,600	Tandberg Television ASA*(a)		28,361
				95,977
	Total Norway			1,823,805
		Philippines # (0.2%)
		Real Estate Development
	722,400	Ayala Land, Inc.		263,312
		Regional Banks
	24,509	Banco De Oro Universal Bank		30,466
	13,660	Bank of the Philippine Islands		18,516
	48,400	Metropolitan Bank & Trust Co.		63,126
				112,108
		Specialty Telecommunications
	7,310	Philippine Long Distance Telephone Co.		387,493
	Total Philippines			762,913
		Poland # (0.8%)
		Aluminum
	118	Grupa Kety S.A.		8,230
		Information Technology Services
	733	Prokom Software S.A.		42,970
		Major Telecommunications
	47,214	Telekomunikacja Polska S.A.		377,431

NUMBER OF SHARES			VALUE
		Oil Refining/Marketing
	20,425	Polski Koncern Naftowy Orlen S.A.*	$	332,845
		Other Metals/Minerals
	8,725	KGHM Polska Miedz S.A.		330,140
		Publishing: Newspapers
	2,517	Agora S.A.		40,653
		Regional Banks
	7,651	Bank Pekao S.A.		713,878
	666	Bank Przemyslowo- Handlowy BPH		235,413
	1,784	Bank Zachodni WBK S.A.		193,770
	25,556	Powszechna Kasa Oszczednosci Bank Polski S.A.		465,864
				1,608,925
	Total Poland			2,741,194
		Portugal # (0.3%)
		Cable/Satellite TV
	1,832	PT Multimedia - Servicos de Telecomunicacoes e Multimedia, SGPS, S.A.		30,661
		Electric Utilities
	25,212	Energias de Portugal, S.A.		139,703
		Major Telecommunications
	19,095	Portugal Telecom, SGPS, S.A. (Registered Shares)		272,360
		Other Transportation
	13,568	Brisa-Auto Estradas de Portugal, S.A. (Private Shares) (a)		178,807
		Regional Banks
	60,644	Banco Comercial Portugues, S.A. (Registered Shares) (a)		253,841
	Total Portugal			875,372

See Notes to Financial Statements
29

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2007 (unaudited) continued

NUMBER OF SHARES			VALUE
		Russia (1.2%)
		Electric Utilities
	1,970	RAO Unified Energy System (Registered Shares) (GDR) #	$	252,181
		Integrated Oil
	25,176	Gazprom (Sponsored ADR) #		987,111
	7,343	Lukoil (Sponsored ADR) #(a)		566,101
				1,553,212
		Oil & Gas Production
	3,500	Surgutneftegaz (Sponsored ADR) #(a)		222,656
	1,600	Tatneft - Sponsored Registered GDR) #		155,510
				378,166
		Other Metals/Minerals
	4,259	JSC MMC Norilsk Nickel (ADR) #(a)		818,752
		Precious Metals
	3,000	Polyus Gold (Sponsored ADR)*#(a)		135,000
		Regional Banks
	359	Sberbank - (Registered Shares) (GDR) #		169,313
		Wireless Telecommunications
	4,200	Mobile TeleSystems (Sponsored ADR) (a)		231,420
	2,200	Vimpel-Communications (Sponsored ADR)*(a)		212,872
				444,292
	Total Russia			3,750,916
		Singapore # (2.3%)
		Aerospace & Defense
	73,334	Singapore Technologies Engineering Ltd.		172,326
		Air Freight/Couriers
	83,000	Singapore Post Ltd.		65,029

NUMBER OF SHARES			VALUE
		Airlines
	31,000	Singapore Airlines Ltd. (a)	$	368,727
		Computer Peripherals
	4,843	Creative Technology Ltd.		28,878
		Electronic Components
	14,696	Venture Corp., Ltd.		150,480
		Electronic Production Equipment
	74,000	STATS ChipPAC Ltd.*		88,730
		Hospital/Nursing Management
	34,000	Parkway Holdings Ltd. (a)		87,781
		Industrial Conglomerates
	74,000	Fraser & Neave Ltd.		260,686
	30,000	Keppel Corp., Ltd.		418,339
				679,025
		Investment Banks/Brokers
	42,479	Singapore Exchange Ltd.		202,818
		Major Banks
	58,393	DBS Group Holdings Ltd.		809,103
	132,078	Oversea-Chinese Banking Corp., Ltd. (a)		774,399
				1,583,502
		Major Telecommunications
	553,600	Singapore Telecommunications Ltd.		1,197,865
		Marine Shipping
	45,000	Cosco Corp (Singapore) Ltd. (a)		82,144
	42,000	Neptune Orient Lines Ltd.		98,433
				180,577
		Other Transportation
	104,068	ComfortDelGro Corp. Ltd.		155,261
		Publishing: Newspapers
	82,328	Singapore Press Holdings Ltd.		234,880

See Notes to Financial Statements
30

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2007 (unaudited) continued

NUMBER OF SHARES			VALUE
		Real Estate Development
	66,000	Capitaland Ltd. (a)	$	363,945
	29,455	City Developments Ltd. (a)		308,194
	20,000	Keppel Land Ltd. (a)		115,352
	13,000	Singapore Land Ltd. (a)		89,062
	33,673	UOL Group Ltd. (a)		105,704
				982,257
		Real Estate Investment Trusts
	54,000	Ascendas Real Estate Investment Trust		91,866
	47,700	CapitaMall Trust		123,965
	4,800	K-REIT Asia		9,369
				225,200
		Regional Banks
	61,489	United Overseas Bank Ltd.		858,501
		Semiconductors
	77,000	Chartered Semiconductor Manufacturing Ltd.*(a)		72,033
		Specialty Stores
	9,031	Jardine Cycle & Carriage Ltd.		78,416
		Trucks/Construction/Farm Machinery
	45,511	SembCorp Industries Ltd.		145,086
	31,000	SembCorp Marine Ltd.		73,435
				218,521
	Total Singapore			7,630,807
		South Africa # (0.2%)
		Wireless Telecommunications
	38,042	MTN Group Ltd.		553,827
		South Korea # (0.6%)
		Electronic Distributors
	16,330	LG Philips LCD Co., Ltd.*		664,229
		Engineering & Construction
	4,600	Doosan Heavy Industries and Construction Co., Ltd.		359,834

NUMBER OF SHARES			VALUE
		Semiconductors
	1,400	Samsung Electronics Co., Ltd.	$	857,008
	Total South Korea			1,881,071
		Spain # (2.2%)
		Apparel/Footwear Retail
	2,411	Industria de Diseno Textil, S.A.		147,833
		Broadcasting
	774	Antena 3 de Television S.A. (a)		16,568
		Electric Utilities
	8,564	Endesa, S.A.		468,997
	7,020	Iberdrola S.A.		347,070
	5,676	Iberdrola S.A. (London)		282,646
	1,810	Union Fenosa, S.A.		98,679
				1,197,392
		Engineering & Construction
	360	Acciona S.A.		80,051
	3,150	ACS, Actividades de Construccion y Servicios, S.A.		194,713
	2,457	Cintra Concesiones de Infraestructuras de Transporte S.A.		43,889
	395	Fomento de Construcciones y Contratas S.A.		36,599
	804	Grupo Ferrovial, S.A.		87,241
				442,493
		Gas Distributors
	15,412	Gas Natural SDG, S.A.		774,562
		Information Technology Services
	762	Indra Sistemas S.A.		18,732
		Integrated Oil
	10,603	Repsol YPF, S.A.		348,055

See Notes to Financial Statements
31

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2007 (unaudited) continued

NUMBER OF SHARES			VALUE
		Major Banks
	39,421	Banco Bilbao Vizcaya Argentaria, S.A.	$	939,212
	76,375	Banco Santander Central Hispano S.A.		1,361,826
				2,301,038
		Major Telecommunications
	56,330	Telefonica S.A.		1,256,821
		Other Transportation
	4,825	Abertis Infraestructuras S.A.		153,821
		Real Estate Development
	891	Sacyr Vallehermoso S.A. (a)		46,407
		Regional Banks
	10,125	Banco Popular Espanol S.A.		200,255
		Steel
	2,965	Acerinox, S.A.		69,676
		Tobacco
	3,736	Altadis, S.A.		241,562
		Water Utilities
	1,994	Sociedad General de Aguas de Barcelona, S.A. (Class A) (a)		72,218
	Total Spain			7,287,433
		Sweden # (2.5%)
		Advertising/Marketing Services
	2,500	Eniro AB		33,344
		Apparel/Footwear Retail
	7,600	Hennes & Mauritz AB (B Shares) (a)		502,439

NUMBER OF SHARES			VALUE
		Broadcasting
	800	Modern Times Group AB (B Shares)	$	46,738
		Electronics/Appliances
	4,900	Electrolux AB (Series B)		127,214
		Engineering & Construction
	9,280	Skanska AB (B Shares)		214,490
		Household/Personal Care
	4,686	Svenska Cellulosa AB (B Shares) (a)		241,098
		Industrial Machinery
	500	Alfa Laval AB		30,444
	7,800	Assa Abloy AB (B Shares) (a)		174,577
	8,560	Atlas Copco AB (A Shares) (a)		325,019
	5,722	Atlas Copco AB (B Shares) (a)		205,267
	24,345	Sandvik AB (a)		463,887
				1,199,194
		Major Banks
	11,400	Skandinaviska Enskilda Banken AB (A Shares)		416,751
	18,900	Svenska Handelsbanken AB (A Shares) (a)		576,032
				992,783
		Major Telecommunications
	3,205	Tele2 AB (B Shares)		54,821
	33,348	TeliaSonera AB		270,157
				324,978
		Medical Specialties
	3,800	Getinge AB (B Shares) (a)		86,956
		Metal Fabrications
	6,408	SKF AB (B Shares) (a)		139,803
		Miscellaneous Commercial Services
	1,600	Securitas AB (B Shares) (a)		24,334
	2,000	Securitas Systems AB (B Shares)*		7,368
				31,702

See Notes to Financial Statements
32

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2007 (unaudited) continued

NUMBER OF SHARES			VALUE
		Other Consumer Services
	2,000	Securitas Direct AB (B Shares)*	$	6,248
		Pulp & Paper
	1,250	Holmen AB (B Shares)		55,749
		Regional Banks
	67,184	Nordea Bank AB		1,161,596
		Steel
	4,500	SSAB Svenskt Stal AB (Series A)		158,593
		Telecommunication Equipment
	362,552	Telefonaktiebolaget LM Ericsson (B Shares)		1,382,521
		Tobacco
	13,400	Swedish Match AB		247,413
		Tools/Hardware
	4,900	Husqvarna AB (B Shares) (a)		89,510
		Trucks/Construction/Farm Machinery
	2,400	Scania AB (B Shares)		228,736
	12,785	Volvo AB (A Shares)		253,098
	2,557	Volvo AB-A (Redemption Shares)*		8,112
	26,150	Volvo AB (B Shares)		507,994
	5,230	Volvo AB-B (Redemption Shares)*		16,592
				1,014,532
	Total Sweden			8,056,901
		Switzerland # (6.7%)
		Biotechnology
	122	Merck Serono SA (Bearer Shares)		111,364
		Building Products
	96	Geberit AG (Registered Shares)		170,224
	2,000	Schindler Holding AG (Participation Certificates)		127,758
				297,982

NUMBER OF SHARES			VALUE
		Chemicals: Agricultural
	2,167	Syngenta AG (Registered Shares)*	$	431,089
		Chemicals: Specialty
	1,354	Ciba Specialty Chemicals AG (Registered Shares)		89,033
	4,563	Clariant AG (Registered Shares)*		75,085
	770	Lonza Group AG (Registered Shares)		74,934
				239,052
		Computer Peripherals
	3,930	Logitech International S.A. (Registered Shares)		106,160
		Construction Materials
	4,656	Holcim Ltd. (Registered Shares)		497,935
		Electronic Equipment/ Instruments
	984	Kudelski S.A. (Bearer Shares)		37,707
		Financial Conglomerates
	50,668	UBS AG (Registered Shares)		3,284,301
		Food: Major Diversified
	10,087	Nestle S.A. (Registered Shares) (a)		3,996,748
		Household/Personal Care
	138	Givaudan S.A. (Registered Shares) (a)		129,042
		Industrial Conglomerates
	13,200	ABB Ltd. (Sponsored ADR)		263,472
	40,208	ABB Ltd. (Registered Shares)		803,733
				1,067,205
		Major Banks
	37,209	Credit Suisse Group (Registered Shares)		2,924,334
		Major Telecommunications
	421	Swisscom AG (Registered Shares)		148,248

See Notes to Financial Statements
33

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2007 (unaudited) continued

NUMBER OF SHARES			VALUE
		Medical Specialties
	626	Nobel Biocare Holding AG (Bearer Shares) (a)	$	226,011
	283	Straumann Holding AG (Registered Shares)		82,716
	1,322	Synthes, Inc.		173,038
				481,765
		Miscellaneous Commercial Services
	22	SGS SA (Registered Shares)		27,925
		Multi-Line Insurance
	1,274	Zurich Financial Services AG (Registered Shares)		368,919
		Other Consumer Specialties
	8,747	Compagnie Financiere Richemont SA ("A" Bearer Shares) (Units) †		527,386
	564	Swatch Group AG (Bearer Shares)		161,167
	1,148	Swatch Group AG (Registered Shares)		66,675
				755,228
		Other Metals/Minerals
	25,871	Xstrata PLC*		1,356,407
		Personnel Services
	238	Adecco S.A. (Registered Shares) (a)		16,326
		Pharmaceuticals: Major
	40,004	Novartis AG (Registered Shares)		2,329,094
	12,033	Roche Holding AG		2,270,188
				4,599,282
		Property - Casualty Insurers
	11,812	Swiss Re (Registered Shares)		1,113,773
	Total Switzerland			21,990,792
		Taiwan (0.1%)
		Electronic Equipment/Instruments
	26,658	AU Optronics Corp. (Sponsored ADR) (a)		424,129

NUMBER OF SHARES			VALUE
		Turkey # (1.1%)
		Airlines
	3,285	Turk Hava Yollari Anonim Ortakligi*	$	19,934
		Beverages: Alcoholic
	1,472	Anadolu Efes Biracilik ve Malt Sanayii A.S.		50,009
		Electronics/Appliances
	12,815	Arcelik A.S.		94,799
		Financial Conglomerates
	45,155	Haci Omer Sabanci Holding A.S.		197,303
		Food Retail
	10,102	Migros Turk T.A.S.		118,868
		Industrial Specialties
	4,073	Trakya Cam Sanayii A.S.		11,522
	9,469	Turk Sise ve Cam Fabrikalari A.S.*		35,868
				47,390
		Miscellaneous Manufacturing
	54,966	Dogan Sirketler Grubu Holding A.S.		103,134
		Motor Vehicles
	7,615	Ford Otomotiv Sanayi A.S.		64,533
	23,607	Koc Holding A.S.*		115,230
				179,763
		Oil Refining/Marketing
	8,933	Tupras-Turkiye Petrol Rafinerileri A.S.		180,858
		Publishing: Newspapers
	16,166	Dogan Yayin Holding A.S.*		59,524
	9,276	Hurriyet Gazetecilik ve Matbaacilik A.S.		24,809
				84,333
		Regional Banks
	79,843	Akbank T.A.S.		578,176
	79,729	Turkiye Garanti Bankasi A.S.		384,212

See Notes to Financial Statements
34

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2007 (unaudited) continued

NUMBER OF SHARES			VALUE
	108,738	Turkiye Is Bankasi (Series C)	$	513,358
	64,728	Yapi ve Kredi Bankasi A.S.*		140,121
				1,615,867
		Steel
	29,128	Eregli Demir ve Celik Fabrikalari T.A.S.		331,889
		Wireless Telecommunications
	112,155	Turkcell Iletisim Hizmetleri A.S.		621,010
	Total Turkey			3,645,157
		United Kingdom # (16.1%)
		Advertising/Marketing Services
	29,332	Aegis Group PLC		81,272
	13,410	WPP Group PLC		198,590
	8,973	Yell Group PLC		86,891
				366,753
		Aerospace & Defense
	69,906	BAE Systems PLC		634,525
	33,215	Cobham PLC		138,023
	11,324	Meggitt PLC		69,007
	39,906	Rolls-Royce Group PLC*		381,363
	2,362,435	Rolls-Royce Group PLC (B Shares)		4,722
				1,227,640
		Airlines
	14,329	British Airways PLC*		144,121
		Apparel/Footwear
	4,378	Burberry Group PLC		60,093
		Auto Parts: O.E.M.
	10,171	GKN PLC		78,196
	2,453	TI Automotive Ltd.*		0
				78,196
		Beverages: Alcoholic
	70,772	Diageo PLC		1,492,729
		Broadcasting
	52,249	ITV PLC		124,275

NUMBER OF SHARES			VALUE
		Cable/Satellite TV
	15,201	British Sky Broadcasting Group PLC	$	174,101
		Casino/Gaming
	19,185	Ladbrokes PLC		155,825
	13,491	William Hill PLC		160,514
				316,339
		Catalog/Specialty Distribution
	10,876	Home Retail Group		99,013
		Chemicals: Major Diversified
	22,472	Imperial Chemical Industries PLC		238,277
	3,534	Johnson Matthey PLC		110,499
				348,776
		Construction Materials
	15,547	Hanson PLC		264,904
		Containers/Packaging
	10,347	Rexam PLC		108,278
		Department Stores
	22,378	Marks & Spencer Group PLC		330,274
	3,491	Next PLC		162,684
				492,958
		Drugstore Chains
	9,696	Alliance Boots PLC		216,570
		Electric Utilities
	1,855	Drax Group PLC		29,364
	4,096	International Power PLC		35,790
	64,113	National Grid PLC		1,003,226
	21,694	Scottish & Southern Energy PLC		648,123
	2,429	United Utilities PLC		36,139
				1,752,642
		Electronic Equipment/ Instruments
	5,721	Invensys PLC		37,636
		Electronics/Appliance Stores
	26,580	DSG International PLC		85,088
	9,480	Kesa Electricals PLC		63,541
				148,629

See Notes to Financial Statements
35

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2007 (unaudited) continued

NUMBER OF SHARES			VALUE
		Engineering & Construction
	6,257	AMEC PLC	$	69,332
	11,318	Balfour Beatty PLC		104,489
				173,821
		Environmental Services
	10,648	Biffa PLC		69,091
		Finance/Rental/Leasing
	3,482	Provident Financial PLC		53,475
		Financial Conglomerates
	520	Close Brothers Group PLC		10,081
	103,877	Lloyds TSB Group PLC		1,197,962
				1,208,043
		Financial Publishing/Services
	20,293	Reuters Group PLC		193,614
		Food Retail
	23,347	Sainsbury (J) PLC		265,866
	126,424	Tesco PLC		1,161,878
				1,427,744
		Food: Major Diversified
	29,011	Unilever PLC		908,066
		Food: Specialty/Candy
	44,003	Cadbury Schweppes PLC		580,571
	15,384	Tate & Lyle PLC		190,779
				771,350
		Gas Distributors
	59,164	Centrica PLC		455,889
		Home Building
	3,603	Barratt Developments PLC		77,435
	3,123	Bellway PLC		94,006
	1,777	Berkeley Group Holdings PLC (The) (Units)*†		61,044
	3,901	Persimmon PLC		104,121
	8,798	Taylor Woodrow PLC		84,750
	6,089	Wimpey (George) PLC		70,602
				491,958
		Home Improvement Chains
	16,731	Kingfisher PLC		90,429

NUMBER OF SHARES			VALUE
		Hotels/Resorts/Cruiselines
	4,309	Carnival PLC	$	216,937
	10,296	InterContinental Hotels Group PLC		248,605
				465,542
		Household/Personal Care
	20,528	Reckitt Benckiser PLC		1,124,979
		Industrial Conglomerates
	11,844	Smiths Group PLC		255,983
	19,933	Tomkins PLC		105,958
				361,941
		Industrial Machinery
	6,480	FKI PLC		15,529
		Information Technology Services
	20,898	LogicaCMG PLC		76,301
	12,889	Misys PLC		63,946
				140,247
		Integrated Oil
	67,782	BG Group PLC		978,331
	338,961	BP PLC		3,808,862
	72,450	Royal Dutch Shell PLC (A Shares)		2,524,756
	50,605	Royal Dutch Shell PLC (B Shares)		1,793,364
				9,105,313
		Investment Banks/Brokers
	1,519	ICAP PLC		15,330
	2,242	London Stock Exchange Group PLC		56,108
				71,438
		Investment Managers
	1,318	3i Group PLC		30,271
	2,028	Amvescap PLC		23,771
	8,820	Man Group PLC		98,679
	497	Schroders PLC		12,666
				165,387

See Notes to Financial Statements
36

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2007 (unaudited) continued

NUMBER OF SHARES			VALUE
		Life/Health Insurance
	41,875	Friends Provident PLC	$	157,820
	39,637	Prudential PLC		588,324
				746,144
		Major Banks
	103,022	Barclays PLC		1,483,785
	59,657	HBOS PLC		1,280,622
	97,409	HSBC Holdings PLC		1,799,221
	46,086	Royal Bank of Scotland Group PLC		1,763,784
				6,327,412
		Major Telecommunications
	146,554	BT Group PLC		925,488
		Medical Specialties
	15,392	Smith & Nephew PLC		192,529
		Miscellaneous Commercial Services
	10,545	BBA Group PLC		59,672
	10,926	Experian Group Ltd.		123,543
	4,556	Group 4 Securicor PLC		20,800
	5,673	Rentokil Initial PLC		19,527
	1,852	Serco Group PLC		18,178
				241,720
		Miscellaneous Manufacturing
	4,162	Fiberweb PLC		15,577
	9,042	IMI PLC		102,318
				117,895
		Movies/Entertainment
	12,106	EMI Group PLC		56,297
	5,748	Rank Group PLC		22,913
				79,210
		Multi-Line Insurance
	55,119	Aviva PLC		864,861
	139,516	Legal & General Group PLC		427,734
	793	Resolution PLC		10,229
				1,302,824

NUMBER OF SHARES			VALUE
		Other Metals/Minerals
	47,621	Anglo American PLC	$	2,520,487
	75,102	BHP Billiton PLC		1,675,031
	33,227	Rio Tinto PLC		2,025,836
				6,221,354
		Other Transportation
	3,603	Arriva PLC		54,120
	9,153	FirstGroup PLC		120,241
	14,142	Stagecoach Group PLC		52,313
				226,674
		Packaged Software
	28,484	Sage Group PLC (The)		149,405
		Personnel Services
	1,833	Capita Group PLC		25,747
	18,368	Hays PLC		61,986
	3,736	Michael Page International PLC		42,790
				130,523
		Pharmaceuticals: Major
	23,717	AstraZeneca PLC		1,290,798
	86,832	GlaxoSmithKline PLC		2,512,617
				3,803,415
		Precious Metals
	616	Lonmin PLC		40,297
		Publishing: Books/Magazines
	3,334	EMAP PLC		53,775
	13,054	Pearson PLC		223,214
	17,294	Reed Elsevier PLC		219,163
				496,152
		Publishing: Newspapers
	4,759	Daily Mail and General Trust		79,257
	3,867	United Business Media PLC		62,063
				141,320
		Pulp & Paper
	10,447	Bunzl PLC		147,951
		Railroads
	3,313	National Express Group PLC		80,656

See Notes to Financial Statements
37

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2007 (unaudited) continued

NUMBER OF SHARES			VALUE
		Real Estate Investment Trusts
	8,120	British Land Company PLC	$	237,214
	4,436	Hammerson PLC		134,212
	7,260	Land Securities Group PLC		282,683
	3,868	Liberty International PLC		92,649
	6,295	Slough Estates PLC		96,511
				843,269
		Regional Banks
	1,897	Northern Rock PLC		40,593
		Restaurants
	52,088	Compass Group PLC		376,906
	6,319	Punch Taverns PLC		163,024
	4,927	Whitbread PLC		185,029
				724,959
		Retail - Specialty
	17,719	Enterprise Inns PLC		225,862
		Semiconductors
	13,246	ARM Holdings PLC		35,261
		Specialty Stores
	7,209	Galiform PLC*		23,396
	79,046	Signet Group PLC		194,551
				217,947
		Tobacco
	20,859	British American Tobacco PLC		643,774
	8,848	Imperial Tobacco Group PLC		383,370
				1,027,144
		Utilities
	6,863	Severn Trent PLC		203,158
		Water Utilities
	11,712	Kelda Group PLC		216,772
		Wholesale Distributors
	12,462	Electrocomponents PLC		76,404
	12,575	Wolseley PLC		302,049
				378,453

NUMBER OF SHARES			VALUE
		Wireless Telecommunications
	940,865	Vodafone Group PLC	$	2,678,530
	Total United Kingdom			52,710,426
	Total Common Stocks (Cost $202,906,691)			310,281,501
		Preferred Stocks (1.4%)
		Brazil (0.9%)
		Airlines
	12,500	Gol - Linhas Aereas Inteligentes S.A. (ADR) (a)		356,500
		Beverages: Alcoholic
	197,692	Companhia de Bebidas das Americas		117,257
		Containers/Packaging
	7,500	Klabin S.A.		23,574
		Electric Utilities
	1,330,027	Centrais Eletricas Brasileiras S.A. (Class B)		31,568
	1,758,000	Companhia Energetica de Minas Gerais		61,716
				93,284
		Food Retail
	200	Companhia Brasileira de Distribuicao Grupo Pao de Acucar (Sponsored ADR) (a)		6,372
		Food: Meat/Fish/Dairy
	5,500	Sadia S.A.		23,869
		Integrated Oil
	26,504	Petroleo Brasileiro S.A.		601,436
		Major Telecommunications
	2,800,010	Brasil Telecom Participacoes S.A.		30,031
		Miscellaneous Commercial Services
	4,578	Contax Participacoes S.A.		4,592

See Notes to Financial Statements
38

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2007 (unaudited) continued

NUMBER OF SHARES			VALUE
		Other Metals/Minerals
	14,886	Companhia Vale do Rio Doce (Class A)	$	517,044
		Pulp & Paper
	4,988	Aracruz Celulose S.A. (B Shares)		27,790
	768	Votorantim Celulose e Papel S.A.		15,559
				43,349
		Regional Banks
	8,000	Banco Bradesco S.A.		172,005
	9,647	Banco Itau Holding Financeira S.A.		378,426
	2,650	Unibanco-Uniao de Bancos Brasileiros S.A. (GDR) (Units) †(a)		257,209
				807,640
		Specialty Telecommunications
	1,982,422	Embratel Participacoes S.A.		6,891
	3,556	Tele Norte Leste Participacoes S.A.		59,240
				66,131
		Steel
	4,250	Gerdau S.A.		86,524
	1,600	Usinas Siderurgicas de Minas Gerais S.A. (Class A)		75,476
				162,000
		Wireless Telecommunications
	3,989	Vivo Participacoes S.A.		18,381
	Total Brazil			2,871,460
		Colombia (0.1%)
		Regional Banks
	5,100	Bancolombia S.A. (Sponsored ADR)		143,106

NUMBER OF SHARES			VALUE
		Germany # (0.4%)
		Electric Utilities
	1,400	RWE AG NV	$	137,907
		Household/Personal Care
	2,204	Henkel KGaA - Vorzug (a)		347,209
		Motor Vehicles
	273	Porsche AG		457,602
	3,467	Volkswagen AG		352,096
				809,698
	Total Germany			1,294,814
		Russia (0.0%)
		Oil & Gas Production
	1,700	Surgutneftegaz (Sponsored ADR)		137,275
	Total Preferred Stocks (Cost $2,372,592)			4,446,655
NUMBER OF RIGHTS
		Rights (0.0%)
		Brazil
		Beverages: Alcoholic
	932	Companhia de Bebidas das Americas (Pref)		52
	185	Companhia de Bebidas das Americas		19
	Total Brazil			71
		Japan
		Other Metals/Minerals
	22,095	Dowa Mining Co.*#		0
	Total Rights (Cost $0)			71

See Notes to Financial Statements
39

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2007 (unaudited) continued

PRINCIPAL AMOUNT IN THOUSANDS			VALUE
		Short-Term Investments (18.1%)
		Short-Term Debt Securities held as Collateral on Loaned Securities (15.7%)
$	1,162	AIG Match Funding Corp., 5.30%, 12/17/07 (b)	$	1,162,343
	830	Alliance & Leister Plc., 5.33%, 05/30/08 (b)		830,192
	404	Anglo Irish Bank Corp PLC CP, 5.35%, 07/09/07		404,162
	415	Bancaja, 5.36%, 05/30/08 (b)		415,096
	1,328	Bank of America, 5.32%, 05/15/07 (b)		1,328,307
	415	Bank of New York Co., Inc., 5.32%, 05/30/08 (b)		415,096
	1,660	Barclays New York, 5.30%, 06/11/07		1,660,383
		Bear Stearns,
	1,714	5.32%, 05/01/07		1,714,098
	830	5.36%, 05/30/08 (b)		830,192
	830	BNP Paribas Mtn., 5.33%, 05/30/08 (b)		830,192
	1,660	CAM US Finance SA Unipersonal, 5.36%, 05/30/08 (b)		1,660,383
		CIC NY,
	581	5.30%, 09/04/07 (b)		581,100
	830	5.34%, 05/31/07 (b)		830,192
	1,494	CIT Group Holdings, 5.37%, 05/30/08 (b)		1,494,345
	824	Citigroup Funding Inc., 5.30%, 06/12/07		824,369
	824	Corporate Receivables Corp., 5.30%, 06/15/07		824,127
		Credit Suisse First Boston, NY,
	830	5.32%, 03/14/08 (b)		830,192
	498	5.29%, 05/15/07		498,115
	664	5.30%, 06/29/07		664,153
	297	5.30%, 05/18/07		297,459

PRINCIPAL AMOUNT IN THOUSANDS			VALUE
$	830	Dexia Bank NY, 5.32%, 09/28/07 (b)	$	830,110
	1,245	DZ Bank AG New York, 5.30%, 05/29/07		1,245,287
	847	Ebbets Funding LLC, 5.32%, 07/17/07		846,793
	2,078	First Tennessee Bank, 5.33%, 05/30/08 (b)		2,077,513
		Goldman Sachs Group, Inc.
	780	5.42%, 04/30/08 (b)		780,380
	415	5.37%, 05/30/08 (b)		415,096
	415	HSBC Finance Corp., 5.33%, 05/30/08 (b)		415,096
	498	Manufacturers and Traders, 5.30%, 06/15/07 (b)		498,115
	833	Marshall & Ilsley Bank, 5.37%, 12/17/07		832,520
	1,245	Metropolitan Life Global Funding, 5.31%, 05/30/08 (b)		1,245,287
		Mizuho Corporate Bank Ltd NY,
	830	5.31%, 05/17/07		830,192
	830	5.30%, 05/29/07		830,192
	830	Natexis Banques Populaires NY, 5.33%, 09/07/07 (b)		830,192
	631	National Australia Bank Ltd., 5.31%, 05/30/08 (b)		630,946
	415	National City Bank Cleveland, 5.32%, 09/18/07 (b)		415,080
	1,660	National Rural Utilites Coop., Fin., 5.31%, 05/30/08 (b)		1,660,383
	963	Nationwide Building Society, 5.43%, 04/30/08 (b)		963,022
	1,660	Natl Bank Canada, 5.31%, 04/02/08 (b)		1,659,975
	1,245	Nordea Bank New York, 5.31%, 05/16/07 (b)		1,245,272
	1,660	Norinchukin Bank NY, 5.32%, 07/26/07		1,660,383

See Notes to Financial Statements
40

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2007 (unaudited) continued

PRINCIPAL AMOUNT IN THOUSANDS			VALUE
$	492	Raiffeisen Zentralbank Oesterreich, 5.31%, 06/19/07	$	491,517
		Rheingold Securitization,
	737	5.32%, 05/15/07		737,475
	860	5.31%, 05/04/07		860,228
	820	5.32%, 07/16/07		820,022
		Rhein-Main Securitization Limited,
	1,240	5.30%, 05/21/07		1,240,361
	827	5.29%, 05/21/07		827,150
	213	Sedna Fin Inc., 5.32%, 05/15/07		213,048
		Sheffield Receivable Corp.,
	413	5.30%, 05/15/07		412,967
	1,239	5.31%, 05/17/07		1,238,712
	828	5.29%, 05/07/07		828,489
	830	Skandi New York, 5.32%, 05/30/08 (b)		830,192
	830	Toronto Dominion New York, 5.32%, 05/29/07 (b)		830,192
	1,234	UBS Finance (Delaware) Inc., 5.30%, 06/25/07		1,233,846
	913	Unicredito Delaware Inc. 5.32%, 05/30/08 (b)		913,266
	581	Unicredito Italiano Bank (IRE) PLC, 5.34%, 05/30/08 (b)		581,134
	1,245	Union Bank of Switzerland, Stamford, 5.29%, 06/04/07		1,245,287
		Total Short-Term Debt Securities held as Collateral on Loaned Securities (Cost $51,310,216)		51,310,216
	7,960	Morgan Stanley Institutional Liquidity Fund - Money Market Portfolio (c) (2.4%) (Cost $7,960,439)		7,960,439
		Total Short Term Investments (Cost $59,270,655)		59,270,655

			VALUE
Total Investments (Cost $264,549,938) (d)(e)	114.4	%	$	373,998,882
Liabilities in Excess of Other Assets	(14.4	)		(47,052,926	)
Net Assets	100.0	%	$	326,945,956

  ADR  American Depositary Receipt.

  CDI  CHESS Depositary Interest.

  GDR  Global Depositary Receipt.

*  Non-income producing security.

**  Comprised of securities in separate entities that are traded as a single stapled security.

  †  Consists of one or more class of securities traded together as a unit; stocks with attached warrants.

  #  Securities with total market value equal to $306,656,450 have been valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Fund's Trustees.

  (a)  All or portion of this security was on loan as of April 30, 2007.

  (b)  Variable/Floating rate Security - interest rate changes on these instruments are based on changes in designated base rate. The rates shown are those in effect on April 30, 2007.

  (c)  See Note 4 to the financial statements regarding investments in Morgan Stanley Institutional Liquidity Fund -Money Market Portfolio.

  (d)  Securities have been designated as collateral in an amount equal to $136,696,132, in connection with open forward foreign currency contracts and open futures contracts.

  (e)  The aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is $112,806,400 and the aggregate gross unrealized depreciation is $3,357,456, resulting in net unrealized appreciation of $109,448,944.

See Notes to Financial Statements
41

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2007 (unaudited) continued

Futures Contracts Open at April 30, 2007:

NUMBER OF CONTRACTS		LONG/SHORT	DESCRIPTION, DELIVERY MONTH, AND YEAR	UNDERLYING FACE AMOUNT AT VALUE			UNREALIZED APPRECIATION (DEPRECIATION)
	40	Long	TOPIX INDEX Future June/2007	$	5,689,900		$	122,980
	49	Long	CAC40 10 EURO Future May/2007		3,962,602			88,134
	13	Long	DAX INDEX Future June/2007		3,305,672			103,921
	38	Short	DJ EURO STOXX 50 June/2007		(2,251,677	)		(233,077	)
			Net Unrealized Appreciation				$	81,958

Forward Foreign Currency Contracts Open at April 30, 2007:

CONTRACTS TO DELIVER		IN EXCHANGE FOR		DELIVERY DATE	UNREALIZED APPRECIATION (DEPRECIATION)
AUD	120,000	$	99,840	05/02/07	$	168
CHF	180,000	$	149,142	05/02/07		86
EUR	285,000	$	388,979	05/02/07		(46	)
GBP	140,000	$	279,972	05/02/07		(14	)
JPY	5,875,000	$	49,176	05/02/07		17
SEK	630,000	$	93,911	05/02/07		(144	)
SGD	50,000	$	32,897	05/02/07		(2	)
$	239,275	AUD	306,096	05/16/07		14,854
$	2,658,756	AUD	3,399,553	05/16/07		163,643
$	2,492,949	AUD	3,122,528	05/16/07		99,458
$	992,239	EUR	753,497	05/16/07		37,007
$	6,493,977	EUR	4,874,169	05/16/07		163,943
$	10,505,392	EUR	7,810,061	05/16/07		162,840
$	12,324,387	GBP	6,283,240	05/16/07		240,460
$	1,362,740	GBP	694,765	05/16/07		26,610
HKD	105,720,805	$	13,567,169	05/16/07		45,290
$	1,089,258	HKD	8,483,031	05/16/07		(4,263	)
$	2,497,916	HKD	19,449,524	05/16/07		(10,288	)
$	1,898,227	HKD	14,820,787	05/16/07		(2,622	)
JPY	171,890,772	$	1,439,772	05/16/07		(1,805	)
$	6,120,067	JPY	730,797,200	05/16/07		8,828
$	5,219,919	JPY	623,028,596	05/16/07		5,166
$	866,270	JPY	103,432,639	05/16/07		1,177
JPY	1,485,790,302	$	12,441,929	05/16/07		(18,782	)
JPY	344,573,827	$	2,989,042	05/16/07		99,244
JPY	381,624,134	$	3,281,955	05/16/07		81,431

See Notes to Financial Statements
42

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2007 (unaudited) continued

CONTRACTS TO DELIVER		IN EXCHANGE FOR		DELIVERY DATE	UNREALIZED APPRECIATION (DEPRECIATION)
JPY	1,175,610,060	$	10,048,130	05/16/07	$	188,772
JPY	1,249,085,831	$	10,505,392	05/16/07		29,823
SEK	1,150,444	$	163,017	05/16/07		(8,892	)
$	7,203,516	EUR	5,444,650	06/14/07		242,042
EUR	41,535,543	$	55,017,149	06/14/07		(1,782,706	)
EUR	216,702	$	286,796	06/14/07		(9,545	)
EUR	6,200,664	$	8,211,478	06/14/07		(267,931	)
$	2,511,085	EUR	1,896,117	06/14/07		81,855
$	22,821,395	EUR	17,232,408	06/14/07		743,923
$	13,903,252	EUR	10,505,944	06/14/07		463,627
$	15,053,103	EUR	11,370,959	06/14/07		496,684
$	2,311,584	GBP	1,197,054	06/14/07		81,747
$	974,161	SEK	6,828,088	06/14/07		47,710
Net Unrealized Appreciation					$1,419,365

Currency Abbreviations:
AUD	Australian Dollar.
GBP	British Pound.
EUR	Euro.
HKD	Hong Kong Dollar.
JPY	Japanese Yen.
SGD	Singapore Dollar.
SEK	Swedish Krona.
CHF	Swiss Franc.

See Notes to Financial Statements
43

Morgan Stanley International Fund

Summary of Investments  nApril 30, 2007 (unaudited)

INDUSTRY	VALUE		PERCENT OF TOTAL INVESTMENTS
Collateral on Loaned Securities	$	51,310,216		13.7	%
Major Banks		40,204,072		10.8
Integrated Oil		15,790,953		4.2
Motor Vehicles		13,435,972		3.6
Other Metals/Minerals		13,254,813		3.5
Electric Utilities		12,846,699		3.4
Pharmaceuticals: Major		11,998,891		3.2
Industrial Conglomerates		10,904,309		2.9
Major Telecommunications		10,790,506		2.9
Financial Conglomerates		10,629,112		2.8
Regional Banks		10,473,140		2.8
Multi-Line Insurance		9,023,892		2.4
Morgan Stanley Institutional Liquidity Fund - Money Market Portfolio		7,960,439		2.1
Food: Major Diversified		6,860,011		1.8
Electronic Equipment/ Instruments		6,661,271		1.8
Wireless Telecommunications		6,298,793		1.7
Real Estate Development		6,047,579		1.6
Engineering & Construction		4,762,718		1.3
Food Retail		4,579,425		1.2
Telecommunication Equipment		4,464,701		1.2
Chemicals: Major Diversified		4,334,644		1.2
Steel		4,272,238		1.1
Life/Health Insurance		3,930,604		1.0
Industrial Machinery		3,849,187		1.0
Trucks/Construction/ Farm Machinery		3,396,078		0.9
Beverages: Alcoholic		3,379,289		0.9
Wholesale Distributors		3,175,185		0.8
Chemicals: Specialty		3,130,506		0.8
Property - Casualty Insurers		3,027,118		0.8
Electronics/Appliances		2,916,725		0.8
Household/Personal Care		2,863,988		0.8
Investment Banks/Brokers		2,849,299		0.8
Construction Materials		2,721,503		0.7

INDUSTRY	VALUE		PERCENT OF TOTAL INVESTMENTS
Gas Distributors	$	2,504,575		0.7	%
Oil & Gas Production		2,397,628		0.6
Pharmaceuticals: Other		2,394,176		0.6
Oil Refining/Marketing		2,278,529		0.6
Real Estate Investment Trusts		2,205,857		0.6
Tobacco		2,168,129		0.6
Railroads		2,144,081		0.6
Electrical Products		2,077,210		0.6
Information Technology Services		2,047,398		0.5
Packaged Software		1,993,002		0.5
Air Freight/Couriers		1,958,061		0.5
Auto Parts: O.E.M.		1,897,239		0.5
Electronic Components		1,820,313		0.5
Aerospace & Defense		1,805,512		0.5
Department Stores		1,779,134		0.5
Food: Specialty/Candy		1,743,434		0.5
Home Building		1,710,614		0.5
Building Products		1,698,457		0.5
Other Transportation		1,529,092		0.4
Semiconductors		1,433,412		0.4
Pulp & Paper		1,386,674		0.4
Medical Specialties		1,353,249		0.4
Apparel/Footwear		1,338,966		0.4
Recreational Products		1,325,353		0.4
Marine Shipping		1,317,803		0.3
Airlines		1,289,455		0.3
Industrial Specialties		1,259,481		0.3
Hotels/Resorts/Cruiselines		1,164,183		0.3
Apparel/Footwear Retail		1,050,869		0.3
Metal Fabrications		986,321		0.3
Publishing: Books/ Magazines		981,361		0.3
Miscellaneous Commercial Services		879,340		0.2
Electronic Production Equipment		837,772		0.2
Other Consumer Specialties		777,277		0.2
Automotive Aftermarket		771,520		0.2

See Notes to Financial Statements
44

Morgan Stanley International Fund

Summary of Investments  nApril 30, 2007 (unaudited) continued

INDUSTRY	VALUE		PERCENT OF TOTAL INVESTMENTS
Restaurants	$	724,959		0.2	%
Specialty Telecommunications		666,786		0.2
Casino/Gaming		666,152		0.2
Electronic Distributors		664,229		0.2
Broadcasting		659,776		0.2
Chemicals: Agricultural		588,993		0.2
Publishing: Newspapers		561,677		0.1
Media Conglomerates		549,035		0.1
Water Utilities		530,082		0.1
Advertising/Marketing Services		510,572		0.1
Electronics/Appliance Stores		457,241		0.1
Containers/Packaging		444,969		0.1
Textiles		425,856		0.1
Miscellaneous Manufacturing		421,595		0.1
Specialty Stores		415,732		0.1
Precious Metals		385,585		0.1
Medical/Nursing Services		381,537		0.1
Biotechnology		350,286		0.1
Investment Managers		332,175		0.1
Commercial Printing/Forms		323,297		0.1
Computer Processing Hardware		320,327		0.1
Aluminum		311,958		0.1
Discount Stores		292,305		0.1
Finance/Rental/Leasing		288,460		0.1
Food: Meat/Fish/Dairy		269,123		0.1
Beverages: Non-Alcoholic		265,906		0.1
Movies/Entertainment		251,675		0.1
Coal		245,039		0.1
Internet Software/Services		234,876		0.1
Retail - Specialty		225,862		0.1
Medical Distributors		221,773		0.1

INDUSTRY	VALUE			PERCENT OF TOTAL INVESTMENTS
Drugstore Chains	$	216,570			0.1	%
Cable/Satellite TV		210,843			0.1
Financial Publishing/ Services		206,571			0.1
Personnel Services		204,277			0.1
Food Distributors		203,601			0.1
Utilities		203,158			0.1
Office Equipment/Supplies		148,214			0.0
Trucking		143,072			0.0
Computer Peripherals		135,038			0.0
Hospital/Nursing Management		133,374			0.0
Environmental Services		127,129			0.0
Tools/Hardware		104,100			0.0
Investment Trusts/ Mutual Funds		103,055			0.0
Catalog/Specialty Distribution		99,013			0.0
Home Improvement Chains		90,429			0.0
Other Consumer Services		75,265			0.0
Agricultural Commodities/ Milling		64,724			0.0
Oilfield Services/Equipment		38,903			0.0
Data Processing Services		33,961			0.0
Pharmaceuticals: Generic Drugs		20,394			0.0
	$	373,998,882	*		100.0	%

*  Does not include open long and short futures contracts with underlying face amounts of $12,958,174 and $2,251,677, respectively, and net unrealized appreciation of $315,035 and unrealized depreciation of $233,077, respectively. Also open forward foreign currency contracts with net unrealized appreciation of $1,419,365.

See Notes to Financial Statements
45

Morgan Stanley International Fund

Financial Statements

Statement of Assets and Liabilities

April 30, 2007 (unaudited)

Assets:
Investments in securities, at value (cost $256,589,499) (including $48,120,422 of securities loaned)	$	366,038,443
Investments in affiliates (cost $7,960,439)		7,960,439
Unrealized appreciation on open forward foreign currency contracts		3,526,405
Cash (including $1,534,931 in foreign currency, at value with cost of $1,522,026 and $941,867 in segregation)		2,476,798
Receivable for:
Dividends		1,163,329
Investments sold		500,925
Variation margin		375,827
Shares of beneficial interest sold		163,598
Foreign withholding taxes reclaimed		163,560
Compensated forward foreign currency contracts		120,410
Prepaid expenses and other assets		70,424
Total Assets		382,560,158
Liabilities:
Collateral on securities loaned at value		51,310,216
Unrealized depreciation on open forward foreign currency contracts		2,107,040
Payable for:
Shares of beneficial interest redeemed		1,026,227
Compensated forward foreign currency contracts		335,862
Investments purchased		225,075
Distribution fee		194,272
Investment advisory fee		180,174
Transfer agent fee		22,457
Administration fee		22,220
Accrued expenses and other payables		190,659
Total Liabilities		55,614,202
Net Assets	$	326,945,956
Composition of Net Assets:
Paid-in-capital	$	274,591,672
Net unrealized appreciation		110,966,895	†
Accumulated net investment loss		(827,471	)
Accumulated net realized loss		(57,785,140	)
Net Assets	$	326,945,956
Class A Shares:
Net Assets	$	100,258,901
Shares Outstanding (unlimited authorized, $.01 par value)		6,739,023
Net Asset Value Per Share	$	14.88
Maximum Offering Price Per Share, (net asset value plus 5.54% of net asset value)	$	15.70
Class B Shares:
Net Assets	$	169,412,879
Shares Outstanding (unlimited authorized, $.01 par value)		11,513,937
Net Asset Value Per Share	$	14.71
Class C Shares:
Net Assets	$	33,839,634
Shares Outstanding (unlimited authorized, $.01 par value)		2,308,404
Net Asset Value Per Share	$	14.66
Class D Shares:
Net Assets	$	23,434,542
Shares Outstanding (unlimited authorized, $.01 par value)		1,571,840
Net Asset Value Per Share	$	14.91

^†  Net of $13,072 deferred capital gain country tax.

Statement of Operations

For the six months ended April 30, 2007 (unaudited)

Net Investment Income: Income
Dividends (net of $306,479 foreign withholding tax)	$	3,516,422
Income from securities loaned - net		81,453
Interest		116,429
Interest from affiliates		17,997
Total Income		3,732,301
Expenses
Investment advisory fee		1,023,729
Distribution fee (Class A shares)		116,870
Distribution fee (Class B shares)		832,317
Distribution fee (Class C shares)		159,022
Transfer agent fees and expenses		252,460
Administration fee		125,997
Shareholder reports and notices		118,776
Custodian fees		63,429
Professional fees		41,331
Registration fees		24,123
Trustees' fees and expenses		3,073
Other		101,298
Total Expenses		2,862,425
Less: amounts waived/reimbursed		(4,949	)
Less: expense offset		(1,605	)
Net Expenses		2,855,871
Net Investment Income		876,430
Net Realized and Unrealized Gain: Net Realized Gain on:
Investments		38,624,979
Futures contracts		76,514
Foreign exchange transactions		1,547,310
Net Realized Gain		40,248,803
Net Change in Unrealized Appreciation/ Depreciation on:
Investments		914,733	†
Futures contracts		154,444
Translation of forward foreign currency contracts, other assets and liabilities denominated in foreign currencies		923,744
Net Appreciation		1,992,921
Net Gain		42,241,724
Net Increase	$	43,118,154

See Notes to Financial Statements
46

Morgan Stanley International Fund

Financial Statements continued

Statements of Changes in Net Assets

	FOR THE SIX MONTHS ENDED APRIL 30, 2007			FOR THE YEAR ENDED OCTOBER 31, 2006
	(unaudited)
Increase (Decrease) in Net Assets: Operations:
Net investment income	$	876,430		$	2,813,125
Net realized gain		40,248,803			53,543,484
Net change in unrealized appreciation/depreciation		1,992,921			23,518,932
Net Increase		43,118,154			79,875,541
Dividends to Shareholders from Net Investment Income:
Class A shares		(1,452,280	)		(2,410,830	)
Class B shares		(1,374,886	)		(1,853,783	)
Class C shares		(299,910	)		(338,879	)
Class D shares		(457,373	)		(496,509	)
Total Dividends		(3,584,449	)		(5,100,001	)
Net decrease from transactions in shares of beneficial interest		(76,027,118	)		(148,477,266	)
Net Decrease		(36,493,413	)		(73,701,726	)
Net Assets:
Beginning of period		363,439,369			437,141,095
End of Period (Including an accumulated net investment loss of $827,471 and accumulated undistributed net investment income of $1,880,548, respectively)	$	326,945,956		$	363,439,369

See Notes to Financial Statements
47

Morgan Stanley International Fund

Notes to Financial Statements  nApril 30, 2007 (unaudited)

1. Organization and Accounting Policies

Morgan Stanley International Fund (the "Fund") is registered under the Investment Company Act of 1940, as amended (the "Act"), as a diversified, open-end management investment company. The Fund's investment objective is long-term capital growth. The Fund was organized as a Massachusetts business trust on October 23, 1998 and commenced operations June 28, 1999.

The Fund offers Class A shares, Class B shares, Class C shares and Class D shares. The four classes are substantially the same except that most Class A shares are subject to a sales charge imposed at the time of purchase and some Class A shares, and most Class B shares and Class C shares are subject to a contingent deferred sales charge imposed on shares redeemed within eighteen months, six years and one year, respectively. Class D shares are not subject to a sales charge. Additionally, Class A shares, Class B shares and Class C shares incur distribution expenses.

The Fund will assess a 2% redemption fee on Class A shares, Class B shares, Class C shares, and Class D shares, which is paid directly to the Fund, for shares redeemed within thirty days of purchase, subject to certain exceptions. The redemption fee is designed to protect the Fund and its remaining shareholders from the effects of short-term trading.

The following is a summary of significant accounting policies:

A. Valuation of Investments — (1) for equity securities traded on foreign exchanges, the last reported sale price or the latest bid price may be used if there were no sales on a particular day; (2) an equity portfolio security listed or traded on the New York Stock Exchange ("NYSE") or American Stock Exchange or other exchange is valued at its latest sale price prior to the time when assets are valued; if there were no sales that day, the security is valued at the mean between the last reported bid and asked price; (3) an equity portfolio security listed or traded on the Nasdaq is valued at the Nasdaq Official Closing Price; if there were no sales that day, the security is valued at the mean between the last reported bid and asked price; (4) all other portfolio securities for which over-the-counter market quotations are readily available are valued at the mean between the last reported bid and asked price. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (5) futures are valued at the latest price published by the commodities exchange on which they trade; (6) when market quotations are not readily available including circumstances under which Morgan Stanley Investment Advisors Inc. (the "Investment Adviser") determines that the latest sale price, the bid price or the mean between the last reported bid and asked price do not reflect a security's market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the Fund's Trustees. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business on the NYSE. If

48

Morgan Stanley International Fund

Notes to Financial Statements  nApril 30, 2007 (unaudited) continued

developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Fund's Trustees or by the Investment Adviser using a pricing service and/or procedures approved by the Trustees of the Fund; (7) certain portfolio securities may be valued by an outside pricing service approved by the Fund's Trustees; and (8) short-term debt securities having a maturity date of more than sixty days at time of purchase are valued on a mark-to-market basis until sixty days prior to maturity and thereafter at amortized cost based on their value on the 61st day. Short-term debt securities having a maturity date of sixty days or less at the time of purchase are valued at amortized cost.

B. Accounting for Investments — Security transactions are accounted for on the trade date (date the order to buy or sell is executed). Realized gains and losses on security transactions are determined by the identified cost method. Dividend income and other distributions are recorded on the ex-dividend date except for certain dividends on foreign securities which are recorded as soon as the Fund is informed after the ex-dividend date. Discounts are accreted and premiums are amortized over the life of the respective securities. Interest income is accrued daily.

C. Repurchase Agreements — Pursuant to an Exemptive Order issued by the Securities and Exchange Commission, the Fund, along with other affiliated entities managed by the Investment Adviser, may transfer uninvested cash balances into one or more joint repurchase agreement accounts. These balances are invested in one or more repurchase agreements and are collateralized by cash, U.S. Treasury or federal agency obligations. The Fund may also invest directly with institutions in repurchase agreements. The Fund's custodian receives the collateral, which is marked-to-market daily to determine that the value of the collateral does not decrease below the repurchase price plus accrued interest.

D. Multiple Class Allocations — Investment income, expenses (other than distribution fees), and realized and unrealized gains and losses are allocated to each class of shares based upon the relative net asset value on the date such items are recognized. Distribution fees are charged directly to the respective class.

E. Futures Contracts — A futures contract is an agreement between two parties to buy and sell financial instruments or contracts based on financial indices at a set price on a future date. Upon entering into such a contract, the Fund is required to pledge to the broker cash, U.S. Government securities or other liquid portfolio securities equal to the minimum initial margin requirements of the applicable futures exchange. Pursuant to the contract, the Fund agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments known as variation margin are recorded by the Fund as unrealized gains and losses. Upon closing of the contract, the Fund realizes a gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed.

49

Morgan Stanley International Fund

Notes to Financial Statements  nApril 30, 2007 (unaudited) continued

F. Foreign Currency Translation and Forward Foreign Currency Contracts — The books and records of the Fund are maintained in U.S. dollars as follows: (1) the foreign currency market value of investment securities, other assets and liabilities and forward foreign currency contracts ("forward contracts") are translated at the exchange rates prevailing at the end of the period; and (2) purchases, sales, income and expenses are translated at the exchange rates prevailing on the respective dates of such transactions. The resultant exchange gains and losses are recorded as realized and unrealized gain/loss on foreign exchange transactions. Pursuant to U.S. federal income tax regulations, certain foreign exchange gains/losses included in realized and unrealized gain/loss are included in or are a reduction of ordinary income for federal income tax purposes. The Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the changes in the market prices of the securities. Forward contracts are valued daily at the appropriate exchange rates. The resultant unrealized exchange gains and losses are recorded as unrealized foreign currency gain or loss. The Fund records realized gains or losses on delivery of the currency or at the time the forward contract is extinguished (compensated) by entering into a closing transaction prior to delivery.

G. Security Lending — The Fund may lend securities to qualified financial institutions, such as broker-dealers, to earn additional income. Any increase or decrease in the fair value of the securities loaned that might occur and any interest earned or dividends declared on those securities during the term of the loan would remain in the Fund. The Fund receives cash or securities as collateral in an amount equal to or exceeding 100% of the current fair value of the loaned securities. The collateral is marked-to-market daily, by the securities lending agent, to ensure that a minimum of 100% collateral coverage is maintained.

Based on pre-established guidelines, the securities lending agent invests any cash collateral that is received in high-quality short-term investments. Securities lending income is generated from the earnings on the invested collateral and borrowing fees, less any rebates owed to the borrowers and compensation to the lending agent.

The value of loaned securities and related collateral outstanding at April 30, 2007 were $48,120,422 and $51,310,216, respectively. The Fund has the right under the lending agreement to recover the securities from the borrower

H. Federal Income Tax Policy — It is the Fund's policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable income to its shareholders. Accordingly, no federal income tax provision is required.

I. Dividends and Distributions to Shareholders — Dividends and distributions to shareholders are recorded on the ex-dividend date.

50

Morgan Stanley International Fund

Notes to Financial Statements  nApril 30, 2007 (unaudited) continued

J. Use of Estimates — The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts and disclosures. Actual results could differ from those estimates.

2. Investment Advisory/Administration Agreements

Pursuant to an Investment Advisory Agreement with the Investment Adviser, the Fund pays an advisory fee, accrued daily and payable monthly, by applying the following annual rates to the net assets of the Fund determined as of the close of each business day: 0.65% to the portion of the daily net assets not exceeding $1 billion and 0.60% to the portion of the daily net assets in excess of $1 billion.

Pursuant to an Administration Agreement with Morgan Stanley Services Company Inc. ("the Administration"), an affiliate of the Investment Adviser, the Fund pays an administration fee, accrued daily and payable monthly, by applying the annual rate of 0.08% to the Fund's daily net assets.

For the period November 18, 2005 through November 17, 2006, the Investment Adviser had agreed to cap the Fund's operating expenses (except for brokerage and 12b-1 fees) for one year by assuming the Fund's "other expenses" and/or waiving the Fund's advisory fees, and the Administrator had agreed to waive the Fund's administrative fees, to the extent such operating expenses on an annualized basis exceed 1.05% of the average daily net assets of the Fund.

3. Plan of Distribution

Shares of the Fund are distributed by Morgan Stanley Distributors Inc. (the "Distributor"), an affiliate of the Investment Adviser and Administrator. The Fund has adopted a Plan of Distribution (the "Plan") pursuant to Rule 12b-1 under the Act. The Plan provides that the Fund will pay the Distributor a fee which is accrued daily and paid monthly at the following annual rates: (i) Class A — up to 0.25% of the average daily net assets of Class A shares; (ii) Class B — up to 1.0% of the average daily net assets of Class B shares; and (iii) Class C — up to 1.0% of the average daily net assets of Class C shares.

In the case of Class B shares, provided that the Plan continues in effect, any cumulative expenses incurred by the Distributor but not yet recovered may be recovered through the payment of future distribution fees from the Fund pursuant to the Plan and contingent deferred sales charges paid by investors upon redemption of Class B shares. Although there is no legal obligation for the Fund to pay expenses incurred in excess of payments made to the Distributor under the Plan and the proceeds of contingent deferred sales charges paid by investors upon redemption of shares, if for any reason the Plan is terminated, the Trustees will consider at that time the manner in which to treat such expenses. The Distributor has advised the Fund that such excess amounts totaled $18,336,700 at April 30, 2007.

51

Morgan Stanley International Fund

Notes to Financial Statements  nApril 30, 2007 (unaudited) continued

In the case of Class A shares and Class C shares, expenses incurred pursuant to the Plan in any calendar year in excess of 0.25% or 1.0% of the average daily net assets of Class A or Class C, respectively, will not be reimbursed by the Fund through payments in any subsequent year, except that expenses representing a gross sales credit to Morgan Stanley Financial Advisors and other authorized financial representatives at the time of sale may be reimbursed in the subsequent calendar year. For the six months ended April 30, 2007, the distribution fee was accrued for Class A shares and Class C shares at the annual rate of 0.25% and 0.99%, respectively.

The Distributor has informed the Fund that for the six months ended April 30, 2007, it received contingent deferred sales charges from certain redemptions of the Fund's Class A shares, Class B shares and Class C shares of $139, $54,011 and $1,404, respectively and received $48,069 in front-end sales charges from sales of the Fund's Class A shares. The respective shareholders pay such charges which are not an expense of the Fund.

4. Security Transactions and Transactions with Affiliates

The Fund invests in Morgan Stanley Institutional Liquidity Fund – Money Market Portfolio, an open-end management investment company managed by the Investment Adviser. Investment Advisory fees paid by the Fund are reduced by an amount equal to the Advisory and administrative services fees paid by Morgan Stanley Institutional Liquidity Fund – Money Market Portfolio with respect to assets invested by the Fund in Morgan Stanley Institutional Liquidity Fund – Money Market Portfolio. For the six months ended April 30, 2007, advisory fees paid were reduced by $359 relating to the Funds investment in Morgan Stanley Institutional Liquidity Fund – Money Market Portfolio. Income distributions earned by the Fund are recorded as interest from affiliates in the Statement of Operations and totaled $17,997. During the six months ended April 30, 2007, cost of purchases and sales in Morgan Stanley Liquidity Fund – Money M arket Portfolio were $9,024,336 and $1,063,897, respectively.

The cost of purchases and proceeds from sales of portfolio securities, excluding short-term investments, for the six months ended April 30, 2007 aggregated $26,236,282 and $109,137,273, respectively.

Morgan Stanley Trust, an affiliate of the Investment Adviser, Administrator, and Distributor, is the Fund's transfer agent.

The Fund has an unfunded Deferred Compensation Plan (the "Compensation Plan") which allows each independent Trustee to defer payment of all, or a portion, of the fees he or she receives for serving on the Board of Trustees. Each eligible Trustee generally may elect to have the deferred amounts credited with a return equal to the total return on one or more of the Morgan Stanley funds that are offered as investment options under the Compensation Plan. Appreciation/depreciation and distributions received from these investments are recorded with an offsetting increase/decrease in the deferred compensation obligation and do not affect the net asset value of the Fund.

52

Morgan Stanley International Fund

Notes to Financial Statements  nApril 30, 2007 (unaudited) continued

5. Shares of Beneficial Interest

Transactions in shares of beneficial interest were as follows:

	FOR THE SIX MONTHS ENDED APRIL 30, 2007						FOR THE YEAR ENDED OCTOBER 31, 2006
	(unaudited)
	SHARES			AMOUNT			SHARES			AMOUNT
CLASS A SHARES
Sold		619,286		$	8,770,509			4,153,948		$	50,077,268
Conversion from Class B		240,404			3,394,877			479,764			5,857,661
Reinvestment of dividends		100,076			1,363,035			206,798			2,345,090
Redeemed		(5,156,521	)		(68,553,186	)		(4,714,979	)		(56,894,448	)
Net increase (decrease) — Class A		(4,196,755	)		(55,024,765	)		125,531			1,385,571
CLASS B SHARES
Sold		408,749			5,608,810			1,663,505			19,918,053
Conversion to Class A		(242,700	)		(3,394,877	)		(484,622	)		(5,857,661	)
Reinvestment of dividends		87,184			1,179,605			146,771			1,652,647
Redeemed		(1,552,726	)		(21,343,910	)		(4,057,259	)		(48,475,853	)
Net decrease — Class B		(1,299,493	)		(17,950,372	)		(2,731,605	)		(32,762,814	)
CLASS C SHARES
Sold		152,238			2,079,175			618,843			7,191,377
Reinvestment of dividends		19,416			261,724			27,740			311,530
Redeemed		(224,587	)		(3,081,424	)		(453,382	)		(5,399,128	)
Net increase (decrease) — Class C		(52,933	)		(740,525	)		193,201			2,103,779
CLASS D SHARES
Sold		50,792			707,254			142,166			1,703,456
Reinvestment of dividends		28,871			394,384			37,562			427,455
Redeemed		(244,794	)		(3,413,094	)		(10,951,429	)		(121,334,713	)
Net decrease — Class D		(165,131	)		(2,311,456	)		(10,771,701	)		(119,203,802	)
Net decrease in Fund		(5,714,312	)	$	(76,027,118	)		(13,184,574	)	$	(148,477,266	)

6. Purposes of and Risks Relating to Certain Financial Instruments

The Fund may enter into forward contracts for many purposes, including to facilitate settlement of foreign currency denominated portfolio transactions or to manage foreign currency exposure associated with foreign currency denominated securities.

To hedge against adverse interest rate, foreign currency and market risks, the Fund may purchase and sell interest rate, currency and index futures ("futures contracts").

Forward contracts and futures contracts involve elements of market risk in excess of the amounts reflected in the Statement of Assets and Liabilities. The Fund bears the risk of an unfavorable change in the foreign exchange rates

53

Morgan Stanley International Fund

Notes to Financial Statements  nApril 30, 2007 (unaudited) continued

underlying the forward contracts or an unfavorable change in the value of the securities underlying the futures contracts. Risks may also arise upon entering into these contracts from the potential inability of the counterparties to meet the terms of their contracts.

The Fund may lend securities to qualified financial institutions, such as broker-dealers, to earn additional income. Risks in securities lending transactions are that a borrower may not provide additional collateral when required or return the securities when due, and that the value of the short-term investments will be less than the amount of cash collateral plus any rebate that is required to be returned to the borrower.

At April 30, 2007, investments in securities of issuers in Japan and the United Kingdom represented 23.0% and 16.1%, respectively, of the Fund's net assets. These investments, as well as other non-U.S. investments, which involve risks and considerations not present with respect to U.S. securities, may be affected by economic or political developments in these regions.

At April 30, 2007, the Fund's cash balance consisted principally of interest deposits with JPMorgan Chase & Co., the Fund's custodian.

7. Federal Income Tax Status

The amount of dividends and distributions from net investment income and net realized capital gains are determined in accordance with federal income tax regulations which may differ from generally accepted accounting principles. These "book/tax" differences are either considered temporary or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the capital accounts based on their federal tax-basis treatment; temporary differences do not require reclassification. Dividends and distributions which exceed net investment income and net realized capital gains for tax purposes are reported as distributions of paid-in-capital.

As of October 31, 2006, the Fund had a net capital loss carryforward of $93,524,441 of which $39,077,364 will expire on October 31, 2010 and $54,447,077 will expire on October 31, 2011 to offset future capital gains to the extent provided by regulations.

As of October 31, 2006, the Fund had temporary book/tax differences primarily attributable to the mark-to-market of open forward foreign currency exchange contracts and passive foreign investment companies ("PFICs"), foreign tax credit pass-through and capital loss deferrals on wash sales.

8. Expense Offset

The expense offset represents a reduction of the fees and expenses for interest earned on cash balances maintained by the Fund with the transfer agent.

54

Morgan Stanley International Fund

Notes to Financial Statements  nApril 30, 2007 (unaudited) continued

9. Accounting Pronouncements

In July 2006, the Financial Accounting Standards Board (FASB) issued Interpretation 48, Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement 109 (FIN 48). FIN 48 clarifies the accounting for income taxes by prescribing the minimum recognition threshold a tax position must meet before being recognized in the financial statements. FIN 48 is effective for fiscal years beginning after December 15, 2006 and is applied to all open tax years as of the effective date. The impact to the Fund's financial statements, if any, is currently being assessed.

In addition, in September 2006, Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of SFAS 157 will have on the Fund's financial statement disclosures.

55

Morgan Stanley International Fund

Financial Highlights

Selected ratios and per share data for a share of beneficial interest outstanding throughout each period:

	FOR THE SIX			FOR THE YEAR ENDED OCTOBER 31,
	MONTHS ENDED
	APRIL 30, 2007			2006			2005			2004			2003			2002
	(unaudited)
Class A Shares
Selected Per Share Data:
Net asset value, beginning of period	$	13.14		$	10.70		$	9.19		$	8.03		$	6.70		$	7.77
Income (loss) from investment operations:
Net investment income‡		0.07			0.14			0.13			0.06			0.08			0.04
Net realized and unrealized gain (loss)		1.88			2.52			1.50			1.20			1.33			(1.03	)
Total income (loss) from investment operations		1.95			2.66			1.63			1.26			1.41			(0.99	)
Less dividends from net investment income		(0.21	)		(0.22	)		(0.12	)		(0.10	)		(0.08	)		(0.08	)
Net asset value,end of period	$	14.88		$	13.14		$	10.70		$	9.19		$	8.03		$	6.70
Total Return†		15.03	%(1)		25.21	%		17.65	%		15.89	%		21.31	%		(12.93	)%
Ratios to Average Net Assets(3):
Total expenses (before expense offset)		1.36	%(2)(5)		1.30	%(4)		1.30	%		1.57	%		1.58	%		1.56	%
Net investment income		1.01	%(2)(5)		1.18	%(4)		1.27	%		0.67	%		1.02	%		0.54	%
Supplemental Data:
Net assets, end of period, in thousands	$	100,259		$	143,730		$	115,680		$	83,766		$	63,422		$	44,373
Portfolio turnover rate		8	%(1)		13	%		22	%		33	%		43	%		39	%

  ‡  The per share amounts were computed using an average number of shares outstanding during the period.

  †  Does not reflect the deduction of sales charge. Calculated based on the net asset value as of the last business day of the period.

  (1)  Not annualized.

  (2)  Annualized.

  (3)  Reflects overall Fund ratios for investment income and non-class specific expenses.

  (4)  If the Fund had borne all its expenses that were reimbursed or waived by the Investment Adviser and Administrator, the annualized expense and net investment income ratios would have been 1.32% and 1.16%, respectively, for the period ended October 31, 2006.

  (5)  Reflects waivers of certain Fund expenses in connection with the Investments in Morgan Stanley Institutional Liquidity Fund – Money Market Portfolio during the period. As a result of such waivers the expenses as a percentage of its net assets had an effect of less than 0.005%.

See Notes to Financial Statements
56

Morgan Stanley International Fund

Financial Highlights continued

	FOR THE SIX			FOR THE YEAR ENDED OCTOBER 31,
	MONTHS ENDED
	APRIL 30, 2007			2006			2005			2004			2003			2002
	(unaudited)
Class B Shares
Selected Per Share Data:
Net asset value, beginning of period	$	12.97		$	10.55		$	9.06		$	7.93		$	6.58		$	7.62
Income (loss) from investment operations:
Net investment income (loss)‡		0.02			0.05			0.05			(0.01	)		0.01			(0.02	)
Net realized and unrealized gain (loss)		1.83			2.49			1.48			1.19			1.34			(1.02	)
Total income (loss) from investment operations		1.85			2.54			1.53			1.18			1.35			(1.04	)
Less dividends from net investment income		(0.11	)		(0.12	)		(0.04	)		(0.05	)		–			–
Net asset value, end of period	$	14.71		$	12.97		$	10.55		$	9.06		$	7.93		$	6.58
Total Return†		14.34	%(1)		24.28	%		16.88	%		14.87	%		20.52	%		(13.65	)%
Ratios to Average Net Assets(3):
Total expenses (before expense offset)		2.11	%(2)(5)		2.05	%(4)		2.05	%		2.33	%		2.37	%		2.32	%
Net investment income (loss)		0.26	%(2)(5)		0.43	%(4)		0.52	%		(0.09	)%		0.23	%		(0.22	)%
Supplemental Data:
Net assets, end of period, in thousands	$	169,413		$	166,184		$	163,974		$	193,796		$	205,544		$	217,216
Portfolio turnover rate		8	%(1)		13	%		22	%		33	%		43	%		39	%

  ‡  The per share amounts were computed using an average number of shares outstanding during the period.

†  Does not reflect the deduction of sales charge. Calculated based on the net asset value as of the last business day of the period.

  (1)  Not annualized.

  (2)  Annualized.

  (3)  Reflects overall Fund ratios for investment income and non-class specific expenses.

  (4)  If the Fund had borne all its expenses that were reimbursed or waived by the Investment Adviser and Administrator, the annualized expense and net investment income ratios would have been 2.07% and 0.41%, respectively, for the period ended October 31, 2006.

  (5)  Reflects waivers of certain Fund expenses in connection with the Investments in Morgan Stanley Institutional Liquidity Fund – Money Market Portfolio during the period. As a result of such waivers the expenses as a percentage of its net assets had an effect of less than 0.005%.

See Notes to Financial Statements
57

Morgan Stanley International Fund

Financial Highlights continued

	FOR THE SIX			FOR THE YEAR ENDED OCTOBER 31,
	MONTHS ENDED
	APRIL 30, 2007			2006			2005			2004			2003			2002
	(unaudited)
Class C Shares
Selected Per Share Data:
Net asset value, beginning of period	$	12.94		$	10.54		$	9.06		$	7.92		$	6.59		$	7.62
Income (loss) from investment operations:
Net investment income (loss)‡		0.02			0.06			0.05			(0.01	)		0.01			(0.01	)
Net realized and unrealized gain (loss)		1.83			2.48			1.47			1.20			1.33			(1.02	)
Total income (loss) from investment operations		1.85			2.54			1.52			1.19			1.34			(1.03	)
Less dividends from net investment income		(0.13	)		(0.14	)		(0.04	)		(0.05	)		(0.01	)		–
Net asset value, end of period	$	14.66		$	12.94		$	10.54		$	9.06		$	7.92		$	6.59
Total Return†		14.37	%(1)		24.34	%		16.81	%		15.03	%		20.40	%		(13.52	)%
Ratios to Average Net Assets(3):
Total expenses (before expense offset)		2.10	%(2)(5)		2.04	%(4)		2.05	%		2.31	%		2.37	%		2.18	%
Net investment income (loss)		0.27	%(2)(5)		0.44	%(4)		0.52	%		(0.07	)%		0.23	%		(0.08	)%
Supplemental Data:
Net assets, end of period, in thousands	$	33,840		$	30,552		$	22,856		$	24,527		$	25,471		$	26,195
Portfolio turnover rate		8	%(1)		13	%		22	%		33	%		43	%		39	%

  ‡  The per share amounts were computed using an average number of shares outstanding during the period.

†  Does not reflect the deduction of sales charge. Calculated based on the net asset value as of the last business day of the period.

  (1)  Not annualized.

  (2)  Annualized.

  (3)  Reflects overall Fund ratios for investment income and non-class specific expenses.

  (4)  If the Fund had borne all its expenses that were reimbursed or waived by the Investment Adviser and Administrator, the annualized expense and net investment income ratios would have been 2.06% and 0.42%, respectively, for the period ended October 31, 2006.

(5)  Reflects waivers of certain Fund expenses in connection with the Investments in Morgan Stanley Institutional Liquidity Fund – Money Market Portfolio during the period. As a result of such waivers the expenses as a percentage of its net assets had an effect of less than 0.005%.

See Notes to Financial Statements
58

Morgan Stanley International Fund

Financial Highlights continued

	FOR THE SIX			FOR THE YEAR ENDED OCTOBER 31,
	MONTHS ENDED
	APRIL 30, 2007			2006			2005			2004			2003			2002
	(unaudited)
Class D Shares
Selected Per Share Data:
Net asset value, beginning of period	$	13.23		$	10.76		$	9.24		$	8.07		$	6.73		$	7.80
Income (loss) from investment operations:
Net investment income‡		0.09			0.15			0.15			0.08			0.08			0.06
Net realized and unrealized gain (loss)		1.86			2.57			1.51			1.20			1.36			(1.04	)
Total income (loss) from investment operations		1.95			2.72			1.66			1.28			1.44			(0.98	)
Less dividends from net investment income		(0.27	)		(0.25	)		(0.14	)		(0.11	)		(0.10	)		(0.09	)
Net asset value, end of period	$	14.91		$	13.23		$	10.76		$	9.24		$	8.07		$	6.73
Total Return†		14.92	%(1)		25.61	%		18.03	%		15.97	%		21.68	%		(12.70	)%
Ratios to Average Net Assets(3):
Total expenses (before expense offset)		1.11	%(2)(5)		1.05	%(4)		1.05	%		1.33	%		1.37	%		1.32	%
Net investment income		1.26	%(2)(5)		1.43	%(4)		1.52	%		0.91	%		1.23	%		0.78	%
Supplemental Data:
Net assets, end of period, in thousands	$	23,435		$	22,974		$	134,631		$	143,890		$	132,544		$	120,329
Portfolio turnover rate		8	%(1)		13	%		22	%		33	%		43	%		39	%

  ‡  The per share amounts were computed using an average number of shares outstanding during the period.

  †  Calculated based on the net asset value as of the last business day of the period.

  (1)  Not annualized.

  (2)  Annualized.

  (3)  Reflects overall Fund ratios for investment income and non-class specific expenses.

  (4)  If the Fund had borne all its expenses that were reimbursed or waived by the Investment Adviser and Administrator, the annualized expense and net investment income ratios would have been 1.07% and 1.41%, respectively, for the period ended October 31, 2006.

  (5)  Reflects waivers of certain Fund expenses in connection with the Investments in Morgan Stanley Institutional Liquidity Fund – Money Market Portfolio during the period. As a result of such waivers the expenses as a percentage of its net assets had an effect of less than 0.005%.

See Notes to Financial Statements
59

Trustees

Frank L. Bowman
Michael Bozic
Kathleen A. Dennis
James F. Higgins
Dr. Manuel H. Johnson
Joseph J. Kearns
Michael F. Klein
Michael E. Nugent
W. Allen Reed
Fergus Reid

Officers

Michael E. Nugent
Chairperson of the Board

Ronald E. Robison
President and Principal Executive Officer

J. David Germany
Vice President

Dennis F. Shea
Vice President

Amy R. Doberman
Vice President

Carsten Otto
Chief Compliance Officer

Stefanie V. Chang Yu
Vice President

Francis J. Smith
Treasurer and Chief Financial Officer

Mary E. Mullin
Secretary

Transfer Agent

Morgan Stanley Trust
Harborside Financial Center, Plaza Two
Jersey City, New Jersey 07311

Independent Registered Public Accounting Firm

Deloitte & Touche LLP
Two World Financial Center
New York, New York 10281

Legal Counsel

Clifford Chance US LLP
31 West 52nd Street
New York, New York 10019

Counsel to the Independent Trustees

Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, New York 10036

Investment Adviser

Morgan Stanley Investment Advisors Inc.
1221 Avenue of the Americas
New York, New York 10020

The financial statements included herein have been taken from the records of the Fund without examination by the independent auditors and accordingly they do not express an opinion thereon.

This report is submitted for the general information of the shareholders of the Fund. For more detailed information about the Fund, its fees and expenses and other pertinent information, please read its Prospectus. The Fund's Statement of Additional Information contains additional information about the Fund, including its trustees. It is available, without charge, by calling (800) 869-NEWS.

This report is not authorized for distribution to prospective investors in the Fund unless preceded or accompanied by an effective Prospectus. Read the Prospectus carefully before investing.

Morgan Stanley Distributors Inc., member NASD.

© 2007 Morgan Stanley

INLSAN-IU07-01602P-Y04/07

MORGAN STANLEY FUNDS

Morgan Stanley
International Fund

Semiannual Report

April 30, 2007

Item 2.  Code of Ethics.

Not applicable for semiannual reports.

Item 3.  Audit Committee Financial Expert.

Not applicable for semiannual reports.

Item 4. Principal Accountant Fees and Services

Not applicable for semiannual reports.

Item 5. Audit Committee of Listed Registrants.

Not applicable for semiannual reports.

Item 6.

Refer to Item 1.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable for semiannual reports.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Applicable only to reports filed by closed-end funds.

Item 9. Closed-End Fund Repurchases

Applicable to reports filed by closed-end funds.

Item 10. Submission of Matters to a Vote of Security Holders

Not applicable.

Item 11. Controls and Procedures

(a)  The Fund’s principal executive officer and principal financial officer have concluded that the Fund’s disclosure controls and procedures are sufficient to ensure that information required to be disclosed by the Fund in this Form N-CSR was recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, based upon such officers’ evaluation of these controls and procedures as of a date within 90 days of the filing date of the report.

(b)  There were no changes in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Exhibits

(a) Code of Ethics – Not applicable for semiannual reports.

(b) A separate certification for each principal executive officer and principal financial officer of the registrant are attached hereto as part of EX-99.CERT.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Morgan Stanley International Fund

/s/ Ronald E. Robison

Ronald E. Robison

Principal Executive Officer

June 21, 2007

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Ronald E. Robison

Ronald E. Robison

Principal Executive Officer

June 21, 2007

/s/ Francis Smith

Francis Smith

Principal Financial Officer

June 21, 2007

3