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)
522 Fifth Avenue, New York, New York					10036
(Address of principal executive offices)					(Zip code)
Ronald E. Robison 522 Fifth Avenue, New York, New York 10036
(Name and address of agent for service)
Registrant’s telephone number, including area code:				212-296-6990
Date of fiscal year end:	October 31, 2008
Date of reporting period:		April 30, 2008

Item 1 - Report to Shareholders

Welcome, Shareholder:

In this report, you'll learn about how your investment in Morgan Stanley 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, 2008

Total Return for the 6 Months Ended April 30, 2008+

Class A

Class B

Class C

Class I++

MSCI EAFE Index1

Lipper International Large-Cap Core Funds Index2

–9.64

%

–9.82

%

–9.78

%

–9.69

%

–9.21

%

–9.31

%

+  Share classes listed above represent classes with the full six month period total returns to report. Class R and Class W shares commenced operations on March 31, 2008 and therefore are not listed on the table above.

++  Formerly Class D shares. Renamed Class I shares effective March 31, 2008.

The performance of the Fund's 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

International equity markets suffered a significant sell-off during the six-month period ended April 30, 2008, reaching a low in mid-March. However, to most investors' relief, global equities rallied nicely off the mid-March bottom. Given the continued surge in commodity prices, the only sectors with positive returns were materials and energy, which posted only slightly positive gains. On a country basis, returns for all countries declined during the period.

U.S. economic data came in a little better than expected in April, and as noted, global market conditions improved. During the month, equities rose and credit spreads narrowed somewhat, indicating reduced risk aversion. After acting aggressively to keep the financial system liquid, the Federal Reserve (the "Fed") was confident enough to signal a pause in its monetary easing. That said, Fed Chairman Bernanke stated that conditions are not back to normal and interbank LIBOR (London Interbank Offered Rate) spreads over three-month Treasuries remain unusually wide. U.S. unemployment claims and job losses have been lower and retail sales more resilient than expected. Though economic growth for the first half of 2008 looks to be close to stall speed, tax rebates and fiscal stimulus checks are expected to cushion the consumer for the next couple of quarters. Yet, housing remains weak and oil prices stubbornly high. Given that consumer spending constitutes 70 percent of U.S. gross domestic product (GDP), we are concerned that consumer confidence has fallen to levels not seen since the early 1990s. We believe job growth (the key to lifetime earnings expectations) and housing stability will be key to consumer spending — and we continue to watch them closely. We also believe the trajectory of U.S. economic growth will be the most important factor driving global markets for the second half of 2008.

We are hopeful that the worst of the financial crisis and the housing bust is behind us. However, the economic ramifications of these events are still uncertain and the sustained rise in price of oil has greatly complicated the outlook. Global financial companies still need to de-lever and repair their balance sheets at a time when the

2

developed economies are fragile, and the emerging economies are fighting inflation and paying more for diesel fuel and food. Large pools of liquidity are available for investment, but there will be reluctance to deploy them if the outlook deteriorates. Recent banking surveys in the U.S. and Europe indicate that lending standards are tightening. Newspaper headlines and global earnings reports are full of references to increasing input prices (steel, coal, ore, energy, and transport). If these lead to a serious slowdown in production and investment (particularly in the emerging markets), then an important engine of global growth (and earnings power) will be dampened. The bears say this cycle was fueled by cheap capital and leverage — and that neither will be readily available going forward. The bulls say that the worst is behind us, equities are cheap, housing is bottoming, capital is available, and we will muddle through. Th at said, we remain agnostic and continue to rely on incoming data to inform our views.

Current U.S. equity valuations look reasonable to us, but they could not withstand a sharp earnings collapse or a serious rise in inflation expectations. Our work shows that inflation could be peaking at current levels, but oil is definitely a wildcard. Earnings globally have been better than expected. At the close of the period, we kept the Fund almost fully invested, but we are watchful.

Turning to the global economy, European growth and confidence fell further, but was still positive. The European Central Bank (ECB) refused to cut interest rates due to wage pressures, strong money growth and above-range inflation (as measured by the consumer price index). This may prove to be a policy error, but any potential error and the broader effects on the European economy depend on whether inflation peaks and/or exports slump. As of April, the U.K. housing market is now officially declining year-over-year and this is worrisome, particularly for the banks. We have underweighted the Fund in both Europe and the U.K.

Japanese economic data was mixed, but generally weak. Governance — both government and corporate — has been disappointing, in our view. That said, Japanese equities continued to be viewed by some investors as "defensive" in the sense that Japanese equities did not have a lot of debt on their balance sheets (and may raise dividends), were cheap, and were under-owned. Real wages began to rise for the first time in a number of years, and the yen was cheap versus the Euro, which should help exports. However, historically, Japan also has acted as an early cyclical. Hence, Japan can be "all things to all investors" (in other words, defensive, but cyclical) and we have increased the Fund's weighting here.

Emerging markets remained an overweight in the Fund — but we are cautious. We believe growth seems rather solid, but so does inflation, and exports are clearly slowing. The risk of an economic policy error has risen. If inflation does not retract as expected, we will have to reconsider our position.

Performance Analysis

Classes A, B, C and I shares of Morgan Stanley International Fund underperformed the MSCI EAFE Index and the Lipper International Large-Cap Core Funds Index for the six months ended April 30, 2008, assuming no deduction of applicable sales charges.

3

The key detractors from performance during the period relative to the MSCI EAFE Index were underweight positions in the health care and utilities sectors, combined with an overweight to the technology sector. Additionally, although the Fund's emerging markets exposure produced mixed results on an individual country basis, the overall net result was negative for relative performance.

However, positive relative results were achieved in the Fund's two most significantly overweighted positions, the materials and energy sectors. An underweight position in the consumer discretionary sector was another positive contributor. Finally, given the high levels of volatility in the market during the period, the Fund's cash position helped mitigate volatility elsewhere in the portfolio.

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.

TOP 10 HOLDINGS as of 04/30/08
BP PLC	1.5	%
Nestle S.A. (Registered)	1.5
Total S.A.	1.4
StatoilHydro ASA	1.2
Vodafone Group PLC	1.2
Rio Tinto PLC	1.1
Royal Dutch Shell PLC ( A Shares )	1.1
Toyota Motor Corp	1.1
BHP Billiton Ltd.	1.0
Telefonica S.A.	1.0
TOP FIVE COUNTRIES as of 04/30/08
Japan	20.3	%
United Kingdom	18.1
France	7.7
Switzerland	6.2
Germany	5.6

Subject to change daily. Provided for informational purposes only and should not be deemed as a recommendation to buy or sell the securities mentioned above. Top 10 holdings and top five countries are as a percentage of net assets. 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.

4

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. The Fund may also use derivative instruments as discussed in the Fund's prospectus. These derivative instruments will be counted toward the 65 percent policy discussed above to the extent they have economic characteristics similar to the securities included within that policy.

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 FormN-Q. Morgan Stanley does not deliver the reports for the first and third fiscal quarters to shareholders, nor are the repor ts 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 accessing 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 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) 869-NEWS, 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, 2008
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 I Shares†† (since 06/28/99) INLDX	Class R Shares# (since 03/31/08) INLRX	Class W Shares## (since 03/31/08) INLWX
1 Year	2.93%3 (2.48)4	2.19%3 (2.81)4	2.22%3 1.224	3.21%3 —	— —	— —
5 Years	19.753 18.474	18.813 18.614	18.833 18.834	20.013 —	— —	— —
Since Inception	6.533 5.884	5.763 5.764	5.723 5.724	6.753 —	6.36%3 —	6.36%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/msim 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. Returns for periods less than one year are not annualized. Performance for Class A, Class B, Class C, Class I, Class R, and Class W shares will vary due to differences in sales charges and expenses. See the Fund's current prospectus for complete details on fees and sales charges.

*  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. Effective April 2005, Class B shares will generally convert to Class A shares approximately eight years after the end of the calendar month in which the shares were purchased. Performance for periods greater than eight years reflects this conversion.

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

††  Class I has no sales charge.

#  Class R has no sales charge.

##  Class W 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. The Index is unmanaged and its returns do not include any sales charges or fees. Such costs would lower performance. It i s 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.

6

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 11/01/07 – 04/30/08.

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@
	11/01/07		04/30/08		11/01/07 – 04/30/08
Class A
Actual (-9.64% return)	$	1,000.00	$	903.60	$	6.29
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,018.25	$	6.67
Class B
Actual (-9.82% return)	$	1,000.00	$	901.80	$	9.84
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,014.52	$	10.42
Class C
Actual (-9.78% return)	$	1,000.00	$	902.20	$	9.51
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,014.87	$	10.07
Class I@@
Actual (-9.69% return)	$	1,000.00	$	903.10	$	5.11
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,019.49	$	5.42
Class R@@@
Actual (6.36% return)	$	1,000.00	$	1,063.60	$	1.32
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,017.11	$	7.82
Class W@@@
Actual (6.36% return)	$	1,000.00	$	1,063.60	$	1.20
Hypothetical (5% annual return before expenses)	$	1,000.00	$	1,017.80	$	7.12

  @  Expenses are equal to the Fund's annualized expense ratios of 1.33%, 2.08%, 2.01%, 1.08%, 1.56% and 1.42% for Class A, Class B, Class C, Class I, Class R and Class W shares, respectively, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period). For Class R and Class W shares, the expense ratios were calculated using 30/366 (to reflect the actual days in the period for the actual example). If the Fund had borne all of its expenses, the annualized expense ratios would have been 1.34%, 2.09%, 2.02%, 1.09%, 1.57% and 1.43% for Class A, Class B, Class C, Class I, Class R and Class W shares, respectively.

  @@  Formerly Class D shares. Renamed Class I shares effective March 31, 2008.

  @@@  Shares were first issued on March 31, 2008. Returns listed represent the period from March 31, 2008 through April 30, 2008.

7

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2008 (unaudited)

NUMBER OF SHARES			VALUE
		Common Stocks (87.4%)
		Australia (4.8%)
		Aluminum
	28,830	Alumina Ltd.	$	155,863
		Beverages: Alcoholic
	28,866	Foster's Group Ltd.		138,082
		Beverages: Non-Alcoholic
	7,707	Coca-Cola Amatil Ltd.		61,154
		Biotechnology
	4,077	CSL Ltd.		153,059
		Building Products
	28,933	CSR Ltd.		86,263
		Casino/Gaming
	5,726	TABCORP Holdings Ltd.		61,697
		Chemicals: Major Diversified
	7,255	Orica Ltd.		199,200
		Construction Materials
	14,815	Boral Ltd.		86,943
		Containers/Packaging
	22,378	Amcor Ltd.		142,518
		Electric Utilities
	83,483	Origin Energy Ltd.		1,098,792
		Engineering & Construction
	3,397	Leighton Holdings Ltd.		150,927
		Financial Conglomerates
	2,956	Macquarie Group Ltd.		176,878
	7,797	Suncorp-Metway Ltd.		100,416
				277,294
		Food Retail
	14,840	Woolworths Ltd.		401,845
		Gas Distributors
	6,718	AGL Energy Ltd.		79,231
		Industrial Conglomerates
	2,777	Ansell Ltd.		30,131
	5,577	Wesfarmers Ltd.		196,796
	2,159	Wesfarmers Ltd. (PPS)		76,805
				303,732

NUMBER OF SHARES			VALUE
		Investment Managers
	18,805	AMP Ltd.	$	138,924
		Investment Trusts/Mutual Funds
	32,909	Macquarie Infrastructure Group (Stapled Securities) (b)		87,871
		Major Banks
	20,480	Australia and New Zealand Banking Group Ltd.		423,172
	16,927	Commonwealth Bank of Australia		716,285
	22,665	National Australia Bank Ltd.		646,026
	23,934	Westpac Banking Corp.		553,028
				2,338,511
		Major Telecommunications
	30,491	Telstra Corp., Ltd.		131,184
		Medical/Nursing Services
	2,044	Sonic Healthcare Ltd.		29,410
		Miscellaneous Commercial Services
	13,997	Brambles Ltd.		117,535
		Multi-Line Insurance
	24,017	Insurance Australia Group Ltd.		98,571
		Oil & Gas Production
	61,311	Santos Ltd.		919,191
	34,283	Woodside Petroleum Ltd.		1,808,148
				2,727,339
		Oil Refining/Marketing
	11,640	Caltex Australia Ltd.		132,008
		Other Metals/Minerals
	78,088	BHP Billiton Ltd.		3,114,296
	7,155	Rio Tinto Ltd.		918,644
				4,032,940
		Other Transportation
	5,327	Asciano Group (Stapled Securities) (b)		20,154
	11,411	Transurban Group (Stapled Securities) (b)		73,857
				94,011

See Notes to Financial Statements
8

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2008 (unaudited) continued

NUMBER OF SHARES			VALUE
		Precious Metals
	8,257	Newcrest Mining Ltd.	$	225,146
		Property - Casualty Insurers
	9,826	QBE Insurance Group Ltd.		234,460
		Publishing: Newspapers
	14,003	Fairfax Media Ltd.		46,242
		Pulp & Paper
	12,093	PaperlinX Ltd.		28,867
		Real Estate Development
	5,980	Lend Lease Corp., Ltd.		69,963
		Real Estate Investment Trusts
	1,340	Stockland (Stapled Securities) (b)		9,141
		Steel
	20,345	BlueScope Steel Ltd.		212,111
	14,054	OneSteel Ltd.		84,997
				297,108
		Trucking
	5,468	Toll Holdings Ltd.		40,911
		Total Australia		14,276,742
		Austria (0.2%)
		Major Banks
	2,608	Erste Bank der Oesterreichischen Sparkassen AG		194,247
	1,708	Raiffeisen International Bank Holding AG		277,630
		Total Austria		471,877
		Belgium (0.5%)
		Beverages: Alcoholic
	1,613	InBev NV		132,983
		Chemicals: Specialty
	1,069	Solvay S.A.		157,605
		Electronic Equipment/ Instruments
	2,156	Agfa Gevaert NV (a)		15,890

NUMBER OF SHARES			VALUE
		Financial Conglomerates
	13,469	Fortis	$	368,046
		Major Banks
	13,084	Dexia S.A.		365,289
	1,799	KBC Groep NV		244,781
				610,070
		Major Telecommunications
	2,310	Belgacom S.A.		106,964
		Metal Fabrications
	131	Bekaert NV		19,850
		Other Metals/Minerals
	2,270	Umicore		121,612
		Pharmaceuticals: Other
	1,950	UCB S.A.		84,677
		Total Belgium		1,617,697
		Bermuda (0.5%)
		Apparel/Footwear
	7,000	Yue Yuen Industrial (Holdings) Ltd.		21,288
		Apparel/Footwear Retail
	11,100	Esprit Holdings Ltd.		136,593
		Construction Materials
	7,000	Cheung Kong Infrastructure Holdings Ltd.		30,270
		Contract Drilling
	4,600	Seadrill Ltd.		140,105
		Hotels/Resorts/Cruiselines
	12,713	Shangri-La Asia Ltd.		35,236
		Investment Banks/Brokers
	269,063	REXCAPITAL Financial Holdings Ltd. (a)		31,418
		Marine Shipping
	58,065	NWS Holdings Ltd.		159,819
		Other Transportation
	100,000	Cosco Pacific Ltd.		189,140

See Notes to Financial Statements
9

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2008 (unaudited) continued

NUMBER OF SHARES			VALUE
		Real Estate Development
	5,274	Kerry Properties Ltd.	$	35,698
	270,000	Sinofert Holdings Ltd.		206,143
				241,841
		Specialty Stores
	17,346	Chow Sang Sang Holdings International Ltd.		22,481
		Water Utilities
	649,821	China Water Affairs Group Ltd. (a)		215,964
		Wholesale Distributors
	69,220	Li & Fung Ltd. (Hong Kong)		286,450
		Total Bermuda		1,510,605
		Brazil (0.6%)
		Aerospace & Defense
	8,547	Empresa Brasileira de Aeronautica S.A.		89,470
		Beverages: Alcoholic
	393	Companhia de Bebidas das Americas		25,670
		Department Stores
	9,000	Lojas Renner S.A.		210,245
		Food Retail
	400	Companhia Brasileira de Distribuicao Grupo Pao de Acucar (Sponsored ADR)		18,196
		Food: Meat/Fish/Dairy
	12,400	Perdigao S.A.		337,565
		Major Banks
	20,500	Banco do Brasil S.A.		355,192
		Other Transportation
	7,800	Companhia de Concessoes Rodoviarias		150,397
		Railroads
	25,600	All America Latina Logistica (Units) (c)		334,208

NUMBER OF SHARES			VALUE
		Real Estate Development
	13,200	Cyrela Brazil Realty S.A.	$	218,782
	2,640	Cyrela Commercial Properties S.A.		17,153
				235,935
		Steel
	1,212	Companhia Siderurgica Nacional S.A.		53,082
		Tobacco
	1,171	Souza Cruz S.A.		32,970
		Total Brazil		1,842,930
		Cayman Islands (0.2%)
		Agricultural Commodities/ Milling
	52,650	Chaoda Modern Agriculture (Holdings) Ltd.		75,666
		Apparel/Footwear
	28,000	Li Ning Co., Ltd.		82,637
	98,900	Prime Success International Group Ltd.		57,615
				140,252
		Industrial Specialties
	8,000	Kingboard Chemical Holdings Ltd.		37,931
		Major Telecommunications
	16,000	Hutchison Telecommunications International Ltd.		22,502
		Other Transportation
	109,000	Hopewell Highway Infrastructure Ltd.		86,857
		Real Estate Development
	87,843	Agile Property Holdings Ltd.		122,187
	44,000	China Resources Land Ltd.		90,674
	82,000	New World China Land Ltd.		61,659
				274,520

See Notes to Financial Statements
10

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2008 (unaudited) continued

NUMBER OF SHARES			VALUE
		Trucks/Construction/ Farm Machinery
	71,000	China Infrastructure Machinery Holdings Ltd.	$	80,082
		Total Cayman Islands		717,810
		China (0.3%)
		Electrical Products
	38,000	Harbin Power Equipment Co. Ltd. (H Shares)		64,754
		Engineering & Construction
	160,000	China Communications Construction Co., Ltd. (H Shares)		380,231
		Other Transportation
	116,940	Anhui Expressway Co., Ltd. (H Shares)		91,233
	98,000	Zhejiang Expressway Co., Ltd. (H Shares)		102,990
				194,223
		Regional Banks
	207,344	China Construction Bank (H Shares)		187,306
		Total China		826,514
		Colombia (0.1%)
		Regional Banks
	5,100	Bancolombia S.A. (Sponsored ADR)		203,592
		Denmark (0.6%)
		Biotechnology
	1,350	Novozymes A/S (B Shares)		123,445
		Electrical Products
	1,878	Vestas Wind Systems A/S (a)		205,914
		Major Banks
	13,807	Danske Bank A/S		478,863
		Marine Shipping
	41	A P Moller-Maersk A/S (B Shares)		426,382

NUMBER OF SHARES			VALUE
		Pharmaceuticals: Major
	8,332	Novo Nordisk A/S (B Shares)	$	573,593
		Telecommunication Equipment
	7,769	GN Store Nord A/S (a)		42,592
		Trucking
	2,250	DSV A/S		55,673
		Total Denmark		1,906,462
		Egypt (0.1%)
		Engineering & Construction
	2,528	Orascom Construction Industries		207,442
	5,134	Orascom Hotels & Development (a)		81,006
		Total Egypt		288,448
		Finland (1.4%)
		Building Products
	448	Uponor Oyj		9,709
		Electric Utilities
	5,307	Fortum Oyj		225,976
		Engineering & Construction
	2,755	Kone Oyj (B Shares)		108,749
		Food Retail
	5,989	Kesko Oyj (B Shares)		227,523
		Industrial Machinery
	8,263	Metso Oyj		358,683
		Information Technology Services
	3,099	TietoEnator Oyj		81,246
		Marine Shipping
	649	Cargotec Corp. (B Shares)		27,219
		Oil Refining/Marketing
	2,037	Neste Oil Oyj		61,864
		Other Metals/Minerals
	3,278	Outokumpu Oyj		156,880

See Notes to Financial Statements
11

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2008 (unaudited) continued

NUMBER OF SHARES			VALUE
		Property - Casualty Insurers
	4,518	Sampo Oyj (A Shares)	$	128,042
		Pulp & Paper
	9,956	Stora Enso Oyj (Registered Shares)		123,745
	8,623	UPM-Kymmene Oyj		167,228
				290,973
		Steel
	1,512	Rautaruukki Oyj		72,150
		Telecommunication Equipment
	75,168	Nokia Oyj		2,314,559
		Trucks/Construction/ Farm Machinery
	904	Wartsila Oyj		62,108
		Total Finland		4,125,681
		France (7.7%)
		Advertising/Marketing Services
	1,483	Publicis Groupe		60,091
		Aerospace & Defense
	2,692	Thales S.A.		176,544
	290	Zodiac S.A.		15,563
				192,107
		Apparel/Footwear
	1,204	Hermes International		163,051
	6,894	LVMH Moet Hennessy Louis Vuitton S.A.		790,340
				953,391
		Auto Parts: O.E.M.
	1,777	Valeo S.A.		72,225
		Automotive Aftermarket
	1,604	Compagnie Generale des Etablissements Michelin (B Shares)		147,193
		Broadcasting
	3,603	Societe Television Francaise 1		76,625
		Building Products
	6,743	Compagnie de Saint-Gobain		544,869

NUMBER OF SHARES			VALUE
		Chemicals: Specialty
	5,521	Air Liquide S.A.	$	833,801
		Construction Materials
	687	Imerys S.A.		59,536
	3,657	Lafarge S.A.		661,758
				721,294
		Department Stores
	951	PPR		124,824
		Electric Utilities
	13,482	Suez S.A.		957,842
		Electrical Products
	4,682	Schneider Electric S.A.		574,695
		Electronics/Appliances
	3,682	Thomson		23,572
		Engineering & Construction
	6,141	Bouygues S.A.		460,458
	6,174	Vinci S.A.		457,244
				917,702
		Food Distributors
	2,570	Sodexo		172,556
		Food Retail
	8,710	Carrefour S.A.		615,139
	1,372	Casino Guichard- Perrachon S.A.		173,356
				788,495
		Food: Major Diversified
	7,536	Groupe Danone		668,842
		Hotels/Resorts/Cruiselines
	4,992	Accor S.A.		415,461
		Household/Personal Care
	1,008	L'Oreal S.A.		119,950
		Industrial Conglomerates
	5,397	Alstom		1,255,645
		Information Technology Services
	578	Atos Origin S.A. (a)		35,568
	3,456	Cap Gemini S.A.		210,405
				245,973

See Notes to Financial Statements
12

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2008 (unaudited) continued

NUMBER OF SHARES			VALUE
		Integrated Oil
	50,901	Total S.A.	$	4,287,120
		Life/Health Insurance
	1,477	CNP Assurances		175,737
		Major Banks
	16,028	BNP Paribas		1,733,115
	6,817	Societe Generale		800,034
				2,533,149
		Major Telecommunications
	32,095	France Telecom S.A.		1,010,314
		Media Conglomerates
	13,317	Vivendi		542,095
		Medical Specialties
	2,804	Essilor International S.A.		174,913
		Metal Fabrications
	824	Vallourec S.A.		225,483
		Motor Vehicles
	1,825	PSA Peugeot Citroen		128,177
	1,879	Renault S.A.		193,788
				321,965
		Multi-Line Insurance
	21,092	Axa		787,290
		Office Equipment/Supplies
	1,065	Neopost S.A.		111,417
		Oilfield Services/Equipment
	2,042	Technip S.A.		189,268
		Other Consumer Specialties
	302	Societe BIC S.A.		15,505
		Packaged Software
	1,269	Dassault Systemes S.A.		80,052
		Pharmaceuticals: Major
	17,192	Sanofi-Aventis		1,346,250
		Publishing: Books/Magazines
	2,865	Lagardere S.C.A.		206,634
		Regional Banks
	8,642	Credit Agricole S.A.		292,146

NUMBER OF SHARES			VALUE
		Telecommunication Equipment
	37,920	Alcatel-Lucent	$	256,380
	1,681	Safran S.A.		35,487
				291,867
		Water Utilities
	9,411	Veolia Environnement		683,897
		Total France		23,142,255
		Germany (5.3%)
		Air Freight/Couriers
	10,402	Deutsche Post AG (Registered Shares)		325,332
		Airlines
	3,273	Deutsche Lufthansa AG (Registered Shares)		86,216
		Apparel/Footwear
	3,773	Adidas AG		241,487
	174	Puma AG		62,152
				303,639
		Auto Parts: O.E.M.
	1,896	Continental AG		223,607
		Chemicals: Major Diversified
	6,747	BASF SE		965,543
	10,286	Bayer AG		880,147
				1,845,690
		Chemicals: Specialty
	1,741	Linde AG		255,810
		Department Stores
	1,554	Arcandor AG (a)		29,288
	4,208	Metro AG		334,837
				364,125
		Electric Utilities
	10,283	E.ON AG		2,098,732
	6,724	RWE AG		776,311
				2,875,043
		Engineering & Construction
	934	Hochtief AG		96,473

See Notes to Financial Statements
13

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2008 (unaudited) continued

NUMBER OF SHARES			VALUE
		Financial Conglomerates
	2,635	Hypo Real Estate Holding AG	$	98,828
		Food: Specialty/Candy
	6,454	Suedzucker AG		147,335
		Hotels/Resorts/Cruiselines
	2,859	TUI AG (a)		82,052
		Household/Personal Care
	2,319	Beiersdorf AG (a)		198,033
		Industrial Conglomerates
	2,481	MAN AG		347,649
	12,892	Siemens AG (Registered Shares)		1,521,241
	5,269	ThyssenKrupp AG		330,984
				2,199,874
		Industrial Machinery
	1,357	Heidelberger Druckmaschinen AG		32,419
		Investment Banks/Brokers
	1,784	Deutsche Boerse AG		262,462
		Major Banks
	7,373	Commerzbank AG		268,243
	4,612	Deutsche Bank AG (Registered Shares)		554,293
	686	Deutsche Postbank AG		60,327
				882,863
		Major Telecommunications
	48,086	Deutsche Telekom AG (Registered Shares)		866,469
		Medical Distributors
	2,517	Celesio AG		108,276
		Medical/Nursing Services
	5,791	Fresenius Medical Care AG & Co. KGaA		308,254
		Motor Vehicles
	11,811	Daimler AG (Registered Shares)		920,824
	2,286	Volkswagen AG		676,023
				1,596,847

NUMBER OF SHARES			VALUE
		Multi-Line Insurance
	4,492	Allianz SE (Registered Shares)	$	918,348
	2,242	Muenchener Rueckversicherungs- Gesellschaft AG (Registered Shares)		435,006
				1,353,354
		Packaged Software
	22,914	SAP AG		1,158,885
		Pharmaceuticals: Major
	813	Merck KGaA		115,787
		Pharmaceuticals: Other
	1,282	Altana AG		26,744
		Semiconductors
	6,713	Infineon Technologies AG (a)		62,997
		Total Germany		15,877,414
		Greece (0.7%)
		Casino/Gaming
	6,990	Greek Organisation of Football Prognostics S.A.		272,864
		Construction Materials
	1,850	Titan Cement Company S. A.		82,847
		Major Banks
	13,686	National Bank of Greece S.A.		759,918
		Regional Banks
	12,361	Alpha Bank A.E.		422,694
	6,308	EFG Eurobank Ergasias		195,817
	12,100	Piraeus Bank S.A.		412,635
				1,031,146
		Total Greece		2,146,775
		Hong Kong (1.2%)
		Airlines
	12,000	Cathay Pacific Airways Ltd.		25,037
		Broadcasting
	4,000	Television Broadcasts Ltd.		22,918

See Notes to Financial Statements
14

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2008 (unaudited) continued

NUMBER OF SHARES			VALUE
		Electric Utilities
	19,804	CLP Holdings Ltd.	$	157,047
	16,000	Hongkong Electric Holdings Ltd.		100,396
				257,443
		Engineering & Construction
	28,732	New World Development Co., Ltd.		74,105
		Financial Conglomerates
	15,020	Wharf (Holdings) Ltd. (The)		76,226
		Gas Distributors
	48,944	Hong Kong & China Gas Co., Ltd.		143,193
		Industrial Conglomerates
	32,000	China Resources Enterprise Ltd.		117,436
	560,000	Guangdong Investment Ltd.		274,497
	24,926	Hutchison Whampoa Ltd.		243,882
	10,500	Swire Pacific Ltd. (Class A)		122,810
				758,625
		Investment Banks/Brokers
	12,000	Hong Kong Exchanges & Clearing Ltd.		245,138
		Major Banks
	19,353	Bank of East Asia, Ltd. (The)		110,262
	43,000	BOC Hong Kong (Holdings) Ltd.		111,181
	8,400	Hang Seng Bank Ltd.		168,255
				389,698
		Major Telecommunications
	43,637	PCCW Ltd.		28,165
		Other Consumer Services
	234,000	China Travel International Investment Hong Kong Ltd.		104,492
		Railroads
	17,212	MTR Corp., Ltd.		61,620

NUMBER OF SHARES			VALUE
		Real Estate Development
	18,000	Cheung Kong (Holdings) Ltd.	$	280,400
	66,000	China Overseas Land & Investment Ltd.		138,891
	66,500	Hang Lung Properties Ltd.		270,500
	8,000	Henderson Land Development Co., Ltd.		61,079
	8,000	Hopewell Holdings Ltd.		34,902
	7,503	Hysan Development Co., Ltd.		21,759
	15,059	Sino Land Co., Ltd.		38,067
	24,000	Sun Hung Kai Properties Ltd.		420,369
				1,265,967
		Real Estate Investment Trusts
	20,321	Link REIT		48,761
		Total Hong Kong		3,501,388
		India (1.0%)
		Aluminum
	3,700	Hindalco Industries Ltd.		17,703
		Broadcasting
	1,090	Zee News Ltd. (a)		1,642
		Cable/Satellite TV
	1,386	Dish TV India (a)		1,976
	1,205	Wire and Wireless India (a)		1,328
				3,304
		Construction Materials
	345	ACC Ltd.		6,460
	327	Grasim Industries Ltd. (a)		19,733
				26,193
		Electric Utilities
	199	Reliance Infrastructure Ltd.		7,027
		Electrical Products
	685	Asea Brown Boveri Ltd.		19,291
	8,544	Bharat Heavy Electricals Ltd.		401,135
				420,426
		Engineering & Construction
	23,500	IVRCL Infrastructures and Projects Ltd.		249,269

See Notes to Financial Statements
15

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2008 (unaudited) continued

NUMBER OF SHARES			VALUE
		Finance/Rental/Leasing
	1,488	Housing Development Finance Corp., Ltd.	$	102,836
		Financial Publishing/Services
	240	I-Flex Solutions Ltd. (a)		8,275
		Gas Distributors
	1,767	Gail India Ltd.		19,194
		Household/Personal Care
	6,697	Hindustan Unilever Ltd.		41,366
		Information Technology Services
	3,211	Infosys Technologies Ltd.		138,941
	3,770	Satyam Computer Services Ltd.		44,912
	1,043	Tata Consultancy Services Ltd.		23,710
	1,628	Wipro Ltd.		19,639
				227,202
		Major Telecommunications
	9,800	Reliance Communications Ltd.		139,774
		Metal Fabrications
	913	Bharat Forge Ltd.		6,641
		Motor Vehicles
	212	Bajaj Holdings and Investment Ltd.		10,994
	561	Hero Honda Motors Ltd.		11,792
	706	Mahindra & Mahindra Ltd.		11,679
	479	Maruti Suzuki India Ltd.		8,774
				43,239
		Movies/Entertainment
	1,409	Zee Entertainment Enterprises Ltd.		7,434
		Oil & Gas Production
	1,974	Oil & Natural Gas Corp., Ltd.		50,333
		Oil Refining/Marketing
	5,241	Reliance Industries Ltd.		338,210
		Pharmaceuticals: Generic Drugs
	693	Dr. Reddy's Laboratories Ltd.		10,656

NUMBER OF SHARES			VALUE
		Pharmaceuticals: Major
	552	Sun Pharma Advanced Research Co., Ltd. (a)	$	1,282
	323	Sun Pharmaceutical Industries Ltd. (a)		11,542
				12,824
		Pharmaceuticals: Other
	1,812	Cipla Ltd.		9,526
	220	Glaxosmithkline Pharmaceuticals Ltd.		5,923
	837	Glenmark Pharmaceuticals Ltd.		13,867
	1,023	Ranbaxy Laboratories Ltd.		12,114
				41,430
		Real Estate Development
	56,431	Unitech Ltd.		431,502
		Regional Banks
	800	Axis Bank Ltd.		18,236
	3,809	HDFC Bank Ltd.		143,292
	5,089	ICICI Bank Ltd.		110,485
	1,800	ICICI Bank Ltd. (Sponsored ADR)		80,262
				352,275
		Specialty Telecommunications
	1,206	Mahanagar Telephone Nigam Ltd.		3,286
		Steel
	1,089	Tata Steel Ltd.		22,360
		Tobacco
	8,900	ITC Ltd.		48,306
		Trucks/Construction/ Farm Machinery
	1,888	Larsen & Toubro Ltd.		139,952
	1,560	Tata Motors Ltd.		25,586
				165,538
		Wireless Telecommunications
	13,540	Bharti Airtel Ltd. (a)		300,193
		Total India		3,098,438

See Notes to Financial Statements
16

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2008 (unaudited) continued

NUMBER OF SHARES			VALUE
		Indonesia (0.6%)
		Coal
	564,000	PT Bumi Resources Tbk	$	406,701
		Construction Materials
	54,000	PT Indocement Tunggal Prakarsa Tbk		32,791
		Motor Vehicles
	79,500	PT Astra International Tbk		172,414
		Regional Banks
	1,248,000	PT Bank Central Asia Tbk		405,986
	270,500	PT Bank Mandiri		84,330
	169,500	PT Bank Rakyat Indonesia		109,361
				599,677
		Trucks/Construction/ Farm Machinery
	421,000	PT United Tractors Tbk		550,103
		Total Indonesia		1,761,686
		Japan (20.3%)
		Advertising/Marketing Services
	1,150	Asatsu-DK Inc.		34,837
		Agricultural Commodities/ Milling
	6,000	Nisshin Seifun Group Inc.		64,278
		Air Freight/Couriers
	21,500	Nippon Express Co., Ltd.		118,681
	7,035	Yamato Holdings Co., Ltd.		102,631
				221,312
		Airlines
	24,000	Japan Airlines Corp. (a)		56,547
		Apparel/Footwear
	4,546	Onward Holdings Co., Ltd.		51,587
	2,000	Wacoal Holdings Corp.		28,677
				80,264
		Apparel/Footwear Retail
	2,100	Fast Retailing Co., Ltd.		195,490
	700	Shimamura Co., Ltd.		62,134
				257,624

NUMBER OF SHARES			VALUE
		Auto Parts: O.E.M.
	16,400	Denso Corp.	$	569,351
	5,059	NGK Spark Plug Co., Ltd.		67,966
	2,100	Stanley Electric Co., Ltd.		53,214
	2,300	Toyota Industries Corp.		79,848
				770,379
		Automotive Aftermarket
	22,400	Bridgestone Corp.		409,074
		Beverages: Alcoholic
	10,200	Asahi Breweries, Ltd.		200,106
	22,051	Kirin Holdings Co., Ltd.		392,310
	7,000	Sapporo Holdings Ltd.		51,969
	4,000	Takara Holdings Inc.		26,888
				671,273
		Beverages: Non-Alcoholic
	1,500	ITO EN, Ltd.		25,965
		Broadcasting
	13	Fuji Television Network, Inc.		21,253
	2,600	Tokyo Broadcasting System, Inc.		68,885
				90,138
		Building Products
	6,162	JS Group Corp.		106,725
	9,500	Nippon Sheet Glass Company, Ltd.		43,487
	12,500	Toto Ltd.		107,107
				257,319
		Chemicals: Agricultural
	4,500	Nissan Chemical Industries, Ltd.		59,374
		Chemicals: Major Diversified
	31,000	Asahi Kasei Corp.		175,593
	23,000	Mitsubishi Chemical Holdings Corp.		152,618
				328,211

See Notes to Financial Statements
17

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2008 (unaudited) continued

NUMBER OF SHARES			VALUE
		Chemicals: Specialty
	5,000	Daicel Chemical Industries, Ltd.	$	29,523
	11,546	Denki Kagaku Kogyo Kabushiki Kaisha		42,749
	19,588	DIC, Inc.		62,728
	3,608	JSR Corp.		81,365
	7,000	Kaneka Corp.		47,997
	9,056	Kuraray Co., Ltd.		107,643
	15,099	Mitsubishi Rayon Co., Ltd.		49,079
	12,500	Mitsui Chemicals, Inc.		76,213
	9,397	Shin-Etsu Chemical Co., Ltd.		580,168
	16,000	Showa Denko K.K.		56,470
	33,000	Sumitomo Chemical Co., Ltd.		214,214
	14,000	Tosoh Corp.		53,854
				1,402,003
		Commercial Printing/Forms
	10,500	Dai Nippon Printing Co., Ltd.		161,663
	11,000	Toppan Printing Co., Ltd.		122,287
				283,950
		Computer Processing Hardware
	42,000	Fujitsu Ltd.		267,789
		Construction Materials
	15,000	Taiheiyo Cement Corp.		34,188
		Containers/Packaging
	4,817	Toyo Seikan Kaisha, Ltd.		94,501
		Department Stores
	3,000	H20 Retailing Corp.		21,753
	9,387	Isetan Mitsukoshi Holdings Ltd. (a)		98,673
	9,500	J. Front Retailing Co., Ltd.		62,764
	10,707	Marui Group Co., Ltd.		106,262
	8,540	Takashimaya Co., Ltd.		93,461
				382,913
		Electric Utilities
	10,900	Chubu Electric Power Co., Inc.		255,244
	16,700	Kansai Electric Power Co., Inc. (The)		397,485

NUMBER OF SHARES			VALUE
	6,500	Kyushu Electric Power Co., Inc.	$	147,521
	12,500	Tohoku Electric Power Co., Inc.		283,695
	19,600	Tokyo Electric Power Co., Inc. (The)		498,553
				1,582,498
		Electrical Products
	4,000	Fuji Electric Holdings Co., Ltd.		15,733
	6,000	Fujikura Ltd.		26,369
	17,500	Furukawa Electric Co., Ltd. (The)		63,447
	700	Mabuchi Motor Co., Ltd.		34,668
	7,500	Matsushita Electric Works, Ltd.		82,584
	9,060	NGK Insulators, Ltd.		173,820
	2,404	Nidec Corp.		181,020
	16,700	Sumitomo Electric Industries, Ltd.		214,883
	1,100	Ushio Inc.		20,818
				813,342
		Electronic Components
	4,200	Alps Electric Co., Ltd.		39,058
	7,750	Citizen Holdings Co., Ltd.		66,183
	700	Hirose Electric Co., Ltd.		82,935
	9,400	Hoya Corp.		260,345
	2,800	Ibiden Co., Ltd.		121,710
	4,600	Murata Manufacturing Co., Ltd.		243,304
	6,500	Nippon Electric Glass Co., Ltd.		100,327
	3,000	Taiyo Yuden Co., Ltd.		34,649
	2,952	TDK Corp.		202,128
				1,150,639
		Electronic Equipment/ Instruments
	23,304	Canon Inc.		1,165,368
	747	Keyence Corp.		190,081
	10,530	Konica Minolta Holdings, Inc.		157,568
	3,700	Kyocera Corp.		340,164

See Notes to Financial Statements
18

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2008 (unaudited) continued

NUMBER OF SHARES			VALUE
	48,500	Matsushita Electric Industrial Co., Ltd.	$	1,140,381
	52,552	Mitsubishi Electric Corp.		536,714
	45,500	NEC Corp.		214,843
	13,000	Oki Electric Industry Co., Ltd. (a)		28,254
	5,004	Omron Corp.		103,944
	14,432	Ricoh Co., Ltd.		248,849
	2,600	Seiko Epson Corp.		70,260
	78,026	Toshiba Corp.		646,809
	4,950	Yokogawa Electric Corp.		53,839
				4,897,074
		Electronic Production Equipment
	5,150	Advantest Corp.		141,398
	5,700	Tokyo Electron Ltd.		370,005
				511,403
		Electronics/Appliance Stores
	2,770	Yamada Denki Co., Ltd.		236,816
		Electronics/Appliances
	9,150	Casio Computer Co., Ltd.		136,390
	10,400	FUJIFILM Holdings Corp.		399,058
	7,000	Nikon Corp.		201,952
	4,504	Pioneer Corp.		44,527
	45,000	Sanyo Electric Co., Ltd. (a)		112,083
	19,500	Sharp Corp.		327,610
	17,196	Sony Corp.		790,469
				2,012,089
		Engineering & Construction
	5,000	Chiyoda Corp.		37,602
	4,000	Comsys Holdings Corp.		36,082
	7,546	JGC Corp.		139,984
	32,000	Kajima Corp.		107,092
	21,571	Obayashi Corp.		104,344
	7,000	Okumura Corp.		34,534
	21,000	Shimizu Corp.		99,159
	31,000	Taisei Corp.		81,983
				640,780

NUMBER OF SHARES			VALUE
		Finance/Rental/Leasing
	640	Acom Co., Ltd.	$	19,818
	500	Aeon Credit Service Co., Ltd.		7,943
	600	Aiful Corp.		11,771
	1,300	Credit Saison Co., Ltd.		35,005
	850	Promise Co., Ltd.		26,893
	1,040	Takefuji Corp.		24,654
				126,084
		Financial Conglomerates
	294	Mizuho Financial Group, Inc.		1,526,759
		Food Retail
	11,103	Aeon Co., Ltd.		161,978
	1,852	FamilyMart Co., Ltd.		64,651
	1,603	Lawson, Inc.		69,216
	18,100	Seven & I Holdings Co., Ltd.		537,856
				833,701
		Food: Meat/Fish/Dairy
	7,000	Meiji Dairies Corp.		42,881
	6,000	Nippon Meat Packers, Inc.		76,857
	3,200	Yakult Honsha Co., Ltd.		85,243
				204,981
		Food: Specialty/Candy
	17,000	Ajinomoto Co., Inc.		171,005
	4,500	Kikkoman Corp.		53,575
	7,000	Meiji Seika Kaisha, Ltd.		35,746
	2,100	Nissin Food Products Co., Ltd.		73,713
	4,000	Yamazaki Baking Co., Ltd.		42,352
				376,391
		Gas Distributors
	34,000	Osaka Gas Co., Ltd.		120,979
	39,000	Tokyo Gas Co., Ltd.		149,272
				270,251
		Home Building
	3,956	Daito Trust Construction Co., Ltd.		184,133
	21,000	Daiwa House Industry Co., Ltd.		236,486

See Notes to Financial Statements
19

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2008 (unaudited) continued

NUMBER OF SHARES			VALUE
	13,072	Sekisui Chemical Co., Ltd.	$	95,163
	24,046	Sekisui House, Ltd.		228,701
				744,483
		Household/Personal Care
	14,500	Kao Corp.		391,835
	8,500	Shiseido Company, Ltd.		203,948
	1,200	Unicharm Corp.		83,551
				679,334
		Industrial Conglomerates
	75,000	Hitachi, Ltd.		505,602
	28,500	Kawasaki Heavy Industries, Ltd.		73,453
				579,055
		Industrial Machinery
	7,553	Amada Co., Ltd.		62,757
	4,500	Daikin Industries, Ltd.		224,167
	4,750	Fanuc Ltd.		499,279
	25,530	IHI Corp.		54,996
	89,550	Mitsubishi Heavy Industries, Ltd.		415,090
	1,705	SMC Corp.		198,071
	10,000	Sumitomo Heavy Industries, Ltd.		84,147
	1,300	THK Co., Ltd.		28,817
				1,567,324
		Industrial Specialties
	30,500	Asahi Glass Co., Ltd.		363,413
	4,800	Nitto Denko Corp.		198,952
				562,365
		Information Technology Services
	1,900	CSK Holdings Corp.		40,289
	1,100	IT Holdings Corp. (a)		22,744
	900	Itochu Techno-Solutions Corp.		28,389
	3,050	Nomura Research Institute, Ltd.		67,315
	33	NTT Data Corp.		135,510
	240	OBIC Co., Ltd.		44,245
	21,300	Softbank Corp.		430,158
				768,650

NUMBER OF SHARES			VALUE
		Internet Software/Services
	393	Yahoo Japan Corp.	$	174,041
		Investment Banks/Brokers
	60,000	Daiwa Securities Group Inc.		594,893
	6,500	Matsui Securities Co., Ltd.		45,632
	41,450	Nomura Holdings, Inc.		720,696
	79	SBI E*TRADE Securities Co., Ltd.		73,769
	21,000	Shinko Securities Co., Ltd.		71,693
				1,506,683
		Life/Health Insurance
	5,700	T&D Holdings, Inc.		362,879
		Major Banks
	44,000	Bank of Yokohama, Ltd. (The)		322,431
	25,000	Chiba Bank, Ltd. (The)		196,903
	20,623	Chuo Mitsui Trust Holdings, Inc.		146,563
	26,000	Joyo Bank, Ltd. (The)		147,521
	255,560	Mitsubishi UFJ Financial Group, Inc.		2,811,566
	142	Resona Holdings, Inc.		273,116
	36,500	Shinsei Bank, Ltd.		160,764
	22,000	Shizuoka Bank, Ltd. (The)		269,539
	182	Sumitomo Mitsui Financial Group, Inc.		1,566,476
	45,081	Sumitomo Trust & Banking Co., Ltd. (The)		405,354
				6,300,233
		Major Telecommunications
	44	Nippon Telegraph & Telephone Corp.		189,566
		Marine Shipping
	4,000	Mitsui O.S.K. Lines, Ltd.		55,046
	28,015	Nippon Yusen Kabushiki Kaisha		272,108
				327,154
		Medical Specialties
	4,400	Olympus Corp.		144,713
	4,750	Terumo Corp.		233,880
				378,593

See Notes to Financial Statements
20

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2008 (unaudited) continued

NUMBER OF SHARES			VALUE
		Metal Fabrications
	10,000	Minebea Co., Ltd.	$	60,874
	46,000	Mitsubishi Materials Corp.		218,089
	28,604	Mitsui Mining & Smelting Co., Ltd.		96,827
	17,553	NSK Ltd.		146,184
	13,051	NTN Corp.		99,905
				621,879
		Miscellaneous Commercial Services
	6,285	Secom Co., Ltd.		292,536
	1,030	USS Co., Ltd.		72,903
				365,439
		Miscellaneous Manufacturing
	10,527	Ebara Corp.		38,065
	6,500	Kurita Water Industries Ltd.		231,283
				269,348
		Motor Vehicles
	38,809	Honda Motor Co., Ltd.		1,231,617
	57,505	Nissan Motor Co., Ltd.		509,877
	62,555	Toyota Motor Corp.		3,170,312
	1,100	Yamaha Motor Co., Ltd.		21,210
				4,933,016
		Movies/Entertainment
	1,550	Oriental Land Co., Ltd.		92,417
	2,450	TOHO Co., Ltd.		56,075
				148,492
		Office Equipment/Supplies
	2,500	Kokuyo Co., Ltd.		21,926
		Oil & Gas Production
	13	INPEX Holdings Inc.		145,021
		Oil Refining/Marketing
	38,000	Nippon Oil Corp.		260,557
	5,000	Showa Shell Sekiyu K.K.		52,700
	7,000	TonenGeneral Sekiyu K.K.		60,384
				373,641
		Other Consumer Services
	1,654	Benesse Corp.		73,168

NUMBER OF SHARES			VALUE
		Other Metals/Minerals
	14,595	Dowa Holdings Co., Ltd.	$	98,109
	10,750	Nippon Mining Holdings, Inc.		66,474
	24,500	Sumitomo Metal Mining Co., Ltd.		445,540
				610,123
		Other Transportation
	3,000	Mitsubishi Logistics Corp.		40,823
		Packaged Software
	1,100	Fuji Soft Inc.		21,210
	1,050	Oracle Corp. Japan		47,560
	2,200	Trend Micro Inc.		82,723
				151,493
		Personnel Services
	1,000	Meitec Corp.		28,610
		Pharmaceuticals: Major
	18,600	Takeda Pharmaceutical Co., Ltd.		982,007
		Pharmaceuticals: Other
	11,100	Astellas Pharma Inc.		453,671
	5,906	Chugai Pharmaceutical Co., Ltd.		82,128
	15,400	Daiichi Sankyo Co., Ltd.		423,561
	5,203	Eisai Co., Ltd.		184,133
	7,032	Kyowa Hakko Kogyo Co., Ltd		63,635
	6,181	Shionogi & Co., Ltd.		118,645
	3,959	Taisho Pharmaceutical Co., Ltd.		75,536
				1,401,309
		Property - Casualty Insurers
	18,568	Millea Holdings, Inc.		787,468
	21,000	Sompo Japan Insurance Inc.		233,659
				1,021,127

See Notes to Financial Statements
21

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2008 (unaudited) continued

NUMBER OF SHARES			VALUE
		Pulp & Paper
	23	Nippon Paper Group, Inc.	$	57,287
	28,000	Oji Paper Co., Ltd.		126,018
				183,305
		Railroads
	34	Central Japan Railway Co.		333,510
	83	East Japan Railway Co.		661,701
	10,000	Keihin Electric Express Railway Co., Ltd.		65,490
	7,000	Keio Corp.		40,121
	38,550	Kintetsu Corp.		132,720
	21,500	Tobu Railway Co., Ltd.		109,583
	23,000	Tokyu Corp.		121,873
	14	West Japan Railway Co.		60,451
				1,525,449
		Real Estate Development
	4,350	Leopalace21 Corp.		76,805
	40,000	Mitsubishi Estate Co., Ltd.		1,161,706
	28,500	Mitsui Fudosan Co., Ltd.		718,084
	11,500	Sumitomo Realty & Development Co., Ltd.		287,541
	10,000	Tokyo Tatemono Co., Ltd.		87,128
				2,331,264
		Real Estate Investment Trusts
	21	Japan Real Estate Investment Corp.		248,401
	19	Japan Retail Fund Investment Corp.		112,372
	26	Nippon Building Fund Inc.		340,049
				700,822
		Recreational Products
	2,300	Konami Corp.		82,281
	1,908	Nintendo Co., Ltd.		1,047,717
	2,350	Shimano Inc.		106,895
	3,200	Yamaha Corp.		62,932
				1,299,825
		Regional Banks
	11,500	77 Bank, Ltd. (The)		68,457
	10,000	Bank of Kyoto, Ltd. (The)		127,422

NUMBER OF SHARES			VALUE
	21,000	Fukuoka Financial Group, Inc.	$	104,005
	42,000	Hokuhoku Financial Group, Inc.		133,288
	20,000	Nishi-Nippon City Bank, Ltd. (The)		61,163
				494,335
		Semiconductors
	1,300	NEC Electronics Corp. (a)		26,379
	3,605	Rohm Co., Ltd.		251,346
	4,000	Sanken Electric Co., Ltd		22,349
				300,074
		Specialty Insurance
	9,300	Mitsui Sumitomo Insurance Group Holdings, Inc. (a)		370,265
		Specialty Stores
	2,000	Shimachu Co., Ltd.		55,008
	4,000	UNY Co., Ltd.		39,390
				94,398
		Steel
	8,300	JFE Holdings, Inc.		454,969
	42,000	Kobe Steel, Ltd.		125,614
	108,108	Nippon Steel Corp.		607,156
	65,000	Sumitomo Metal Industries, Ltd.		273,164
				1,460,903
		Textiles
	3,571	Nisshinbo Industries, Inc.		39,149
	20,608	Teijin Ltd.		79,868
	31,000	Toray Industries, Inc.		193,182
				312,199
		Tobacco
	97	Japan Tobacco Inc.		472,010
		Trucks/Construction/ Farm Machinery
	1,000	Hitachi Construction Machinery Co., Ltd.		31,543
	27,300	Komatsu Ltd.		826,994
	38,000	Kubota Corp.		266,038
				1,124,575

See Notes to Financial Statements
22

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2008 (unaudited) continued

NUMBER OF SHARES			VALUE
		Wholesale Distributors
	38,051	Itochu Corp.	$	397,032
	74,550	Marubeni Corp.		594,335
	35,100	Mitsubishi Corp.		1,127,413
	43,000	Mitsui & Co., Ltd.		1,008,992
	25,800	Sumitomo Corp.		346,613
				3,474,385
		Wireless Telecommunications
	57	NTT DoCoMo, Inc.		83,868
		Total Japan		60,530,206
		Luxembourg (0.6%)
		Oilfield Services/Equipment
	4,900	Acergy S.A.		121,560
		Steel
	18,412	ArcelorMittal		1,632,680
		Total Luxembourg		1,754,240
		Malaysia (0.2%)
		Agricultural Commodities/ Milling
	78,800	IOI Corporation Behard		182,096
	17,900	Kuala Lumpur Kepong Berhad		94,628
				276,724
		Engineering & Construction
	123,700	IJM Corp. Berhad		225,158
		Total Malaysia		501,882
		Mexico (0.3%)
		Discount Stores
	50,850	Wal-Mart de Mexico S.A.B. de C.V. (Series V)		204,570
		Home Building
	2,600	Desarrolladora Homex S.A.B. de C.V. (ADR) (a)		154,908
	14,300	Urbi, Desarrollos Urbanos, S.A.B. de C.V. (a)		45,877
				200,785

NUMBER OF SHARES			VALUE
		Real Estate Development
	28,100	Corporacion GEO, S.A.B. de C.V. (Series B) (a)	$	104,751
		Regional Banks
	73,500	Grupo Financiero Banorte S.A.B. de C.V. (O Shares)		324,518
		Total Mexico		834,624
		Netherlands (2.1%)
		Aerospace & Defense
	6,301	European Aeronautic Defence and Space Co.		158,895
		Air Freight/Couriers
	10,856	TNT N.V.		422,930
		Beverages: Alcoholic
	15,986	Heineken N.V.		933,305
		Chemicals: Major Diversified
	2,172	Koninklijke DSM N.V.		117,447
		Construction Materials
	11,841	James Hardie Industries N.V. (CDI)		66,474
		Electronic Equipment/ Instruments
	1,904	Oce N.V.		28,749
		Electronic Production Equipment
	7,109	ASML Holding N.V.		203,470
		Financial Conglomerates
	14,758	ING Groep N.V. (Share Certificates)		564,806
		Food: Major Diversified
	32,077	Unilever N.V. (Share Certificates)		1,081,872
		Industrial Conglomerates
	15,763	Koninklijke (Royal) Philips Electronics N.V.		594,408
		Industrial Specialties
	3,840	Akzo Nobel N.V.		326,720

See Notes to Financial Statements
23

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2008 (unaudited) continued

NUMBER OF SHARES			VALUE
		Life/Health Insurance
	29,702	Aegon N.V.	$	478,855
		Major Telecommunications
	29,992	Koninklijke (Royal) KPN N.V.		551,904
		Medical Specialties
	2,404	Qiagen N.V. (a)		54,091
		Oilfield Services/Equipment
	1,439	Furgo N.V. (Share Certificates)		128,794
	3,656	SBM Offshore N.V.		140,205
				268,999
		Personnel Services
	588	Vedior N.V. (Share Certificates)		16,343
		Publishing: Books/Magazines
	7,672	Reed Elsevier N.V.		145,782
	4,941	Wolters Kluwer N.V.		133,163
				278,945
		Semiconductors
	15,686	STMicroelectronics N.V.		184,432
		Total Netherlands		6,332,645
		Norway (2.4%)
		Chemicals: Agricultural
	18,998	Yara International ASA		1,392,451
		Engineering & Construction
	4,240	Aker Solutions ASA		108,519
		Financial Conglomerates
	7,386	DnB NOR ASA		110,738
		Food: Specialty/Candy
	44,770	Orkla ASA		594,699
		Industrial Conglomerates
	26,167	Norsk Hydro ASA		389,750
		Integrated Oil
	99,753	StatoilHydro ASA		3,616,476
		Major Telecommunications
	22,491	Telenor ASA		455,207

NUMBER OF SHARES			VALUE
		Miscellaneous Manufacturing
	515	Tomra Systems ASA	$	3,709
		Oilfield Services/Equipment
	15,532	Ocean Rig ASA (a)		135,816
	6,660	Prosafe SE		115,819
				251,635
		Semiconductors
	4,200	Renewable Energy Corp. AS (a)		143,809
		Telecommunication Equipment
	6,311	Tandberg ASA		107,642
		Total Norway		7,174,635
		Philippines (0.5%)
		Alternative Power Generation
	694,585	PNOC Energy Development Corp.		85,447
		Department Stores
	16,690	SM Investments Corp.		98,711
		Electric Utilities
	52,000	Manila Electric Co.		99,645
		Financial Conglomerates
	17,772	Ayala Corp.		125,081
		Real Estate Development
	1,363,126	Ayala Land, Inc.		316,031
	1,024,000	Megaworld Corp.		49,904
	421,000	SM Prime Holdings Inc.		71,710
				437,645
		Regional Banks
	92,661	Banco de Oro Unibank, Inc.		103,030
	130,060	Bank of the Philippine Islands		153,844
	48,400	Metropolitan Bank & Trust Co.		40,076
				296,950
		Specialty Telecommunications
	5,700	Philippine Long Distance Telephone Co.		345,884

See Notes to Financial Statements
24

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2008 (unaudited) continued

NUMBER OF SHARES			VALUE
		Wireless Telecommunications
	3,060	Globe Telecom, Inc.	$	98,453
		Total Philippines		1,587,816
		Poland (0.5%)
		Aluminum
	118	Grupa Kety S.A.		6,217
		Information Technology Services
	1,334	Assesco Poland S.A.		40,546
		Major Telecommunications
	23,919	Telekomunikacja Polska S.A.		241,240
		Oil Refining/Marketing
	10,347	Polski Koncern Naftowy Orlen S.A. (a)		196,453
		Other Metals/Minerals
	4,420	KGHM Polska Miedz S.A.		205,103
		Publishing: Newspapers
	1,275	Agora S.A.		23,441
		Regional Banks
	6,112	Bank Pekao S.A.		533,492
	337	Bank Przemyslowo- Handlowy BPH		13,580
	904	Bank Zachodni WBK S.A.		66,439
	12,956	Powszechna Kasa Oszczednosci Bank Polski S.A.		269,544
				883,055
		Total Poland		1,596,055
		Portugal (0.3%)
		Cable/Satellite TV
	9,953	Zon Multimedia Servicos de Telecomunicacoes e Multimedia, SGPS, S.A.		133,340
		Electric Utilities
	25,212	Energias de Portugal, S.A.		159,831
		Major Telecommunications
	22,173	Portugal Telecom, SGPS, S.A. (Registered Shares)		263,992

NUMBER OF SHARES			VALUE
		Other Transportation
	13,568	Brisa	$	193,426
		Regional Banks
	52,532	Banco Comercial Portugues, S.A. (Registered Shares)		148,057
		Total Portugal		898,646
		Russia (0.7%)
		Electric Utilities
	470	RAO Unified Energy System of Russia (Registered GDR) (a)		44,180
		Food: Meat/Fish/Dairy
	1,700	Wimm-Bill-Dann Foods (ADR)		206,890
		Integrated Oil
	6,780	Gazprom (Sponsored ADR)		360,696
	1,943	Lukoil (Sponsored ADR)		175,453
				536,149
		Oil & Gas Production
	4,500	Surgutneftegaz (Sponsored ADR)		43,875
	815	Taftneft-(Sponsored Registered GDR)		104,524
				148,399
		Other Metals/Minerals
	9,590	JSC MMC Norilsk Nickel (ADR)		258,930
		Precious Metals
	800	Polyus Gold (Sponsored ADR)		42,800
		Regional Banks
	359	Sberbank (Registered GDR)		134,530
		Steel
	6,900	Cherepovets Mk Severstal (Registered GDR)		169,809
	3,500	Novolipetsk Steel (Registered GDR)		155,470
				325,279

See Notes to Financial Statements
25

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2008 (unaudited) continued

NUMBER OF SHARES			VALUE
		Wireless Telecommunications
	2,700	Mobile Telesystems (Sponsored ADR)	$	209,466
	7,000	Vimpel-Communications (Sponsored ADR) (a)		211,120
				420,586
		Total Russia		2,117,743
		Singapore (2.2%)
		Aerospace & Defense
	61,334	Singapore Technologies Engineering Ltd.		145,640
		Air Freight/Couriers
	69,000	Singapore Post Ltd.		59,024
		Airlines
	24,267	Singapore Airlines Ltd.		286,322
		Electronic Components
	12,696	Venture Corp., Ltd.		103,924
		Food: Major Diversified
	48,000	Olam International Ltd.		94,864
		Hospital/Nursing Management
	28,000	Parkway Holdings Ltd.		72,269
		Industrial Conglomerates
	62,000	Fraser & Neave Ltd.		218,547
	50,000	Keppel Corp. Ltd.		380,517
				599,064
		Industrial Machinery
	29,000	Hyflux Ltd.		73,780
		Investment Banks/Brokers
	35,479	Singapore Exchange Ltd.		224,744
		Major Banks
	48,393	DBS Group Holdings Ltd.		708,739
	110,078	Oversea-Chinese Banking Corp., Ltd.		718,403
				1,427,142
		Major Telecommunications
	322,600	Singapore Telecommunications Ltd.		918,282

NUMBER OF SHARES			VALUE
		Marine Shipping
	38,000	Cosco Corp Ltd.	$	88,551
	35,000	Neptune Orient Lines Ltd.		83,109
				171,660
		Miscellaneous Commercial Services
	15,946	Raffles Education Corp., Ltd.		13,641
		Other Transportation
	87,068	ComfortDelGro Corp., Ltd.		112,362
		Publishing: Newspapers
	68,328	Singapore Press Holdings Ltd.		224,224
		Real Estate Development
	55,000	Capitaland Ltd.		275,395
	24,455	City Developments Ltd.		218,211
	17,000	Keppel Land Ltd.		75,971
	11,000	Singapore Land Ltd.		58,729
	27,673	UOL Group Ltd.		77,547
				705,853
		Real Estate Investment Trusts
	45,000	Ascendas Real Estate Investment Trust		85,284
	39,700	CapitaMall Trust		101,881
	4,800	K-REIT Asia		5,345
				192,510
		Regional Banks
	51,489	United Overseas Bank Ltd.		774,585
		Specialty Stores
	9,031	Jardine Cycle & Carriage Ltd.		110,686
		Trucks/Construction/ Farm Machinery
	38,511	SembCorp Industries Ltd.		119,277
	36,400	SembCorp Marine Ltd.		99,318
				218,595
		Total Singapore		6,529,171

See Notes to Financial Statements
26

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2008 (unaudited) continued

NUMBER OF SHARES			VALUE
		South Africa (0.0%)
		Pulp & Paper
	4,693	Mondi Ltd.	$	39,657
		South Korea (0.0%)
		Engineering & Construction
	720	Doosan Heavy Industries and Construction Co., Ltd.		75,759
		Spain (3.6%)
		Apparel/Footwear Retail
	2,411	Industria de Diseno Textil, S.A.		131,688
		Broadcasting
	1,557	Antena 3 de Television S.A.		19,109
		Electric Utilities
	50,780	Iberdola S.A.		746,123
	1,810	Union Fenosa, S.A.		121,697
				867,820
		Electrical Products
	3,863	Gamesa Corporacion Tecnologica, S.A.		188,014
		Engineering & Construction
	398	Acciona S.A.		114,193
	3,480	ACS, Actividades de Construccion y Servicios, S.A.		206,486
	2,457	Cintra Concesiones de Infraestructuras de Transporte S.A.		38,250
	395	Fomento de Construcciones y Contratas S.A.		28,532
	888	Grupo Ferrovial, S.A.		72,310
				459,771
		Gas Distributors
	15,412	Gas Natural SDG, S.A.		902,441
		Information Technology Services
	762	Indra Sistemas, S.A.		20,858
		Integrated Oil
	12,776	Repsol YPF, S.A.		519,474

NUMBER OF SHARES			VALUE
		Major Banks
	59,307	Banco Bilbao Vizcaya Argentaria, S.A.	$	1,367,775
	114,901	Banco Santander S.A.		2,484,860
				3,852,635
		Major Telecommunications
	106,771	Telefonica S.A.		3,095,947
		Other Transportation
	4,825	Abertis Infraestructuras S.A.		160,926
		Real Estate Development
	891	Sacyr Vallehermoso S.A.		31,707
		Regional Banks
	15,233	Banco Popular Espanol S.A.		263,544
		Steel
	2,965	Acerinox, S.A.		80,557
		Total Spain		10,594,491
		Sweden (2.9%)
		Advertising/Marketing Services
	3,361	Eniro AB		22,007
		Apparel/Footwear Retail
	7,600	Hennes & Mauritz AB (B Shares)		451,920
		Broadcasting
	1,578	Modern Times Group AB (B Shares)		115,973
		Electronics/Appliances
	4,900	Electrolux AB (B Shares)		75,298
		Engineering & Construction
	10,253	Skanska AB (B Shares)		169,973
		Household/Personal Care
	14,058	Svenska Cellulosa AB (B Shares)		237,161
		Industrial Machinery
	500	Alfa Laval AB		32,905
	8,617	Assa Abloy AB (B Shares)		134,575
	59,620	Atlas Copco AB (A Shares)		960,986

See Notes to Financial Statements
27

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2008 (unaudited) continued

NUMBER OF SHARES			VALUE
	12,644	Atlas Copco AB (B Shares)	$	187,963
	60,445	Sandvik AB		931,375
				2,247,804
		Major Banks
	9,866	Skandinaviska Enskilda Banken AB (A Shares)		239,774
	16,373	Svenska Handelsbanken AB (A Shares)		455,345
				695,119
		Major Telecommunications
	3,205	Tele2 AB (B Shares)		71,467
	38,848	TeliaSonera AB		347,153
				418,620
		Medical Specialties
	6,560	Getinge AB (B Shares)		167,646
		Metal Fabrications
	7,008	SKF AB (B Shares)		128,761
		Miscellaneous Commercial Services
	1,600	Securitas AB (B Shares)		20,645
	2,000	Securitas Systems AB		5,078
				25,723
		Oil & Gas Production
	10,515	Lundin Petroleum AB (a)		147,093
		Pulp & Paper
	1,250	Holmen AB (B Shares)		40,088
		Regional Banks
	58,216	Nordea Bank AB		964,611
		Steel
	4,500	SSAB Svenskt Stal AB (Series A)		150,328
		Telecommunication Equipment
	479,194	Telefonaktiebolaget LM Ericsson (B Shares)		1,223,018
		Tobacco
	17,513	Swedish Match AB		384,666
		Tools/Hardware
	4,900	Husqvarna AB (B Shares)		50,540

NUMBER OF SHARES			VALUE
		Trucks/Construction/ Farm Machinery
	10,600	Scania AB (B Shares)	$	218,218
	14,085	Volvo AB (A Shares)		212,325
	28,850	Volvo AB (B Shares)		440,925
				871,468
		Total Sweden		8,587,817
		Switzerland (6.2%)
		Biotechnology
	711	Lonza Group AG (Registered Shares)		97,165
		Building Products
	980	Geberit AG (Registered Shares)		151,424
	2,041	Schindler Holding AG (Participation Certificates)		166,152
				317,576
		Chemicals: Agricultural
	4,093	Syngenta AG (Registered Shares)		1,222,587
		Chemicals: Specialty
	1,354	Ciba Holding AG		45,188
		Computer Peripherals
	4,800	Logitech Intenational S.A. (Registered Shares) (a)		146,851
		Construction Materials
	4,299	Holcim Ltd. (Registered Shares)		422,784
		Electronic Equipment/ Instruments
	984	Kudelski S.A. (Bearer Shares)		15,613
		Financial Conglomerates
	26,095	UBS AG (Registered Shares)		881,460
		Food: Major Diversified
	9,314	Nestle S.A. (Registered Shares)		4,467,556

See Notes to Financial Statements
28

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2008 (unaudited) continued

NUMBER OF SHARES			VALUE
		Household/Personal Care
	127	Givaudan S.A. (Registered Shares)	$	128,943
		Industrial Conglomerates
	49,661	ABB Ltd. (Registered Shares)		1,526,040
	14,900	ABB Ltd. (Sponsored ADR)		456,983
	146	OC Oerlikon Corp. AG (Registered Shares) (a)		50,656
				2,033,679
		Major Banks
	19,080	Credit Suisse Group (Registered Shares)		1,062,506
		Major Telecommunications
	452	Swisscom AG (Registered Shares)		161,405
		Medical Specialties
	4,991	Nobel Biocare Holding AG (Registered Shares)		180,729
	452	Straumann Holding AG (Registered Shares)		121,054
				301,783
		Miscellaneous Commercial Services
	22	SGS S.A. (Registered Shares)		31,106
		Multi-Line Insurance
	930	Zurich Financial Services AG (Registered Shares)		284,749
		Other Consumer Specialties
	21,255	Compagnie Financiere Richemont AG (Series A) (Units) (c)		1,295,424
	2,445	Swatch Group AG (Bearer Shares)		660,715
	1,148	Swatch Group AG (Registered Shares)		59,164
				2,015,303

NUMBER OF SHARES			VALUE
		Personnel Services
	238	Adecco S.A. (Registered Shares)	$	14,276
		Pharmaceuticals: Major
	40,497	Novartis AG (Registered Shares)		2,059,733
	12,181	Roche Holding AG		2,031,440
				4,091,173
		Property - Casualty Insurers
	8,626	Swiss Re (Registered Shares)		719,284
		Total Switzerland		18,460,987
		Thailand (0.1%)
		Coal
	17,100	Banpu Public Co., Ltd.		235,118
		Turkey (0.5%)
		Beverages: Alcoholic
	9,626	Anadolu Efes Biracilik ve Malt Sanayii A.S.		87,571
		Electronics/Appliances
	4,397	Arcelik A.S.		19,656
		Financial Conglomerates
	15,979	Haci Omer Sabanci Holding A.S.		59,650
		Food Retail
	3,287	Migros Turk T.A.S.		53,102
		Industrial Conglomerates
	18,088	Dogan Sirketler Grubu Holding A.S. (a)		21,988
		Industrial Specialties
	15,690	Trakya Cam Sanayii A.S.		23,502
	15,660	Turk Sise ve Cam Fabrikalari A.S.		24,318
				47,820
		Motor Vehicles
	5,884	Ford Otomotiv Sanayi A.S.		55,374
	13,841	Koc Holding A.S. (a)		47,761
				103,135

See Notes to Financial Statements
29

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2008 (unaudited) continued

NUMBER OF SHARES			VALUE
		Oil Refining/Marketing
	4,163	Tupras-Turkiye Petrol Rafinerileri A.S.	$	112,637
		Property - Casualty Insurers
	5,587	Aksigorta A.S.		28,042
		Publishing: Newspapers
	8,401	Dogan Yayin Holding A.S. (a)		17,921
		Real Estate Development
	644	Is Gayrimenkul Yatirim Ortakligi A.S.		586
		Regional Banks
	46,427	Akbank T.A.S.		242,130
	31,219	Turkiye Garanti Bankasi A.S.		167,712
	61,254	Turkiye Is Bankasi		283,428
	25,611	Turkiye Vakiflar Bankasi T.A.O. (D Shares) (Units) (c)		52,222
	21,166	Yapi ve Kredi Bankasi A.S. (a)		47,143
				792,635
		Steel
	13,198	Eregli Demir ve Celik Fabrikalari T.A.S.		116,961
		Wireless Telecommunications
	17,270	Turkcell Iletisim Hizmetleri A.S.		138,149
		Total Turkey		1,599,853
		United Kingdom (18.1%)
		Advertising/ Marketing Services
	41,232	WPP Group PLC		507,058
	12,062	Yell Group PLC		39,812
				546,870
		Aerospace & Defense
	77,233	BAE Systems PLC		716,756
	26,198	Cobham PLC		114,858
	12,511	Meggitt PLC		73,819
	44,625	Rolls-Royce Group PLC (a)		389,517
	3,998,875	Rolls-Royce Group PLC (B Shares)		7,951
				1,302,901

NUMBER OF SHARES			VALUE
		Airlines
	14,329	British Airways PLC (a)	$	64,531
		Apparel/Footwear
	15,676	Burberry Group PLC		150,779
		Auto Parts: O.E.M.
	10,171	GKN PLC		57,636
	2,453	TI Automotive Ltd. (A Shares) (a) (d)		—
				57,636
		Beverages: Alcoholic
	70,772	Diageo PLC		1,453,602
	5,160	SABMiller PLC		119,833
				1,573,435
		Broadcasting
	103,091	ITV PLC		135,285
		Cable/Satellite TV
	29,993	British Sky Broadcasting Group PLC		325,013
		Casino/Gaming
	14,030	Ladbrokes PLC		91,359
	10,233	William Hill PLC		78,537
				169,896
		Catalog/Specialty Distribution
	10,876	Home Retail Group PLC		57,090
		Chemicals: Major Diversified
	8,136	Johnson Matthey PLC		323,538
		Containers/Packaging
	10,347	Rexam PLC		92,116
		Department Stores
	22,378	Marks & Spencer Group PLC		169,301
	3,491	Next PLC		79,546
				248,847
		Electric Utilities
	4,096	International Power PLC		35,773
	64,113	National Grid PLC		892,972

See Notes to Financial Statements
30

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2008 (unaudited) continued

NUMBER OF SHARES			VALUE
	20,431	Scottish & Southern Energy PLC	$	565,474
	2,429	United Utilities PLC		34,652
				1,528,871
		Electronic Equipment/ Instruments
	5,721	Invensys PLC (a)		34,012
		Electronics/Appliance Stores
	26,580	DSG International PLC		34,616
	4,063	Kesa Electricals PLC		16,823
				51,439
		Engineering & Construction
	6,913	AMEC PLC		109,274
	12,504	Balfour Beatty PLC		109,516
				218,790
		Financial Conglomerates
	86,586	Lloyds TSB Group PLC		744,591
		Financial Publishing/Services
	4,364	Thomson Reuters PLC		135,636
		Food Retail
	27,910	Sainsbury (J) PLC		212,818
	151,131	Tesco PLC		1,289,124
				1,501,942
		Food: Major Diversified
	29,011	Unilever PLC		981,762
		Food: Specialty/Candy
	44,003	Cadbury PLC		510,076
	15,384	Tate & Lyle PLC		161,964
				672,040
		Gas Distributors
	54,214	Centrica PLC		316,915
		Home Building
	3,603	Barratt Developments PLC		19,790
	1,777	Berkeley Group Holdings PLC (The) (Units) (c) (a)		33,212
	3,901	Persimmon PLC		44,948
	17,270	Taylor Wimpey PLC		44,210
				142,160

NUMBER OF SHARES			VALUE
		Home Improvement Chains
	16,731	Kingfisher PLC	$	44,178
		Hotels/Resorts/Cruiselines
	4,309	Carnival PLC		169,982
	8,641	InterContinental Hotels Group PLC		139,338
				309,320
		Household/Personal Care
	22,997	Reckitt Benckiser Group PLC		1,343,405
		Industrial Conglomerates
	8,724	Smiths Group PLC		167,996
	22,022	Tomkins PLC		79,910
				247,906
		Industrial Machinery
	6,480	FKI PLC		11,242
		Information Technology Services
	25,495	LogicaCMG PLC		58,169
	15,724	Misys PLC		49,007
				107,176
		Integrated Oil
	71,632	BG Group PLC		1,753,271
	373,910	BP PLC		4,542,470
	79,903	Royal Dutch Shell PLC (A Shares)		3,221,921
	55,821	Royal Dutch Shell PLC (B Shares)		2,236,436
				11,754,098
		Investment Banks/Brokers
	3,493	Close Brothers Group PLC		48,477
	1,519	ICAP PLC		17,699
	869	London Stock Exchange Group PLC		18,609
				84,785
		Investment Managers
	5,450	3i Group PLC		93,138
	17,462	Man Group PLC		201,890
	2,418	Schroders PLC		50,625
				345,653

See Notes to Financial Statements
31

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2008 (unaudited) continued

NUMBER OF SHARES			VALUE
		Life/Health Insurance
	57,336	Aviva PLC	$	717,641
	43,560	Friends Provident PLC		102,894
	41,582	Prudential PLC		570,477
				1,391,012
		Major Banks
	89,292	Barclays PLC		810,470
	51,707	HBOS PLC		483,719
	152,983	HSBC Holdings PLC (Registered Shares)		2,675,241
	128,272	Royal Bank of Scotland Group PLC		879,905
				4,849,335
		Major Telecommunications
	175,896	BT Group PLC		779,036
		Medical Specialties
	26,573	Smith & Nephew PLC		346,071
		Miscellaneous Commercial Services
	10,545	BBA Aviation PLC		32,970
	10,926	Experian Group Ltd.		82,661
	4,556	G4S PLC		20,677
	5,673	Rentokil Initial PLC		10,828
	1,852	Serco Group PLC		16,239
				163,375
		Miscellaneous Manufacturing
	9,990	IMI PLC		89,980
		Multi-Line Insurance
	147,175	Legal & General Group PLC		371,347
		Other Metals/Minerals
	38,216	Anglo American PLC		2,483,956
	60,896	BHP Billiton PLC		2,179,441
	28,490	Rio Tinto PLC		3,348,399
	19,730	Xstrata PLC		1,547,989
				9,559,785

NUMBER OF SHARES			VALUE
		Other Transportation
	3,603	Arriva PLC	$	50,541
	9,153	FirstGroup PLC		103,279
	9,091	Stagecoach Group PLC		46,409
				200,229
		Packaged Software
	34,750	Sage Group PLC (The)		136,667
		Personnel Services
	1,773	Capita Group PLC		23,373
	4,987	Hays PLC		11,180
				34,553
		Pharmaceuticals: Major
	25,311	AstraZeneca PLC		1,070,939
	95,197	GlaxoSmithKline PLC		2,121,840
				3,192,779
		Publishing: Books/Magazines
	14,710	Pearson PLC		192,160
	20,124	Reed Elsevier PLC		255,285
				447,445
		Publishing: Newspapers
	6,397	Daily Mail and General Trust PLC		53,103
	5,167	United Vusiness Media PLC		59,330
				112,433
		Pulp & Paper
	9,123	Bunzl PLC		134,140
	11,731	Mondi PLC		93,649
				227,789
		Railroads
	3,313	National Express Group PLC		60,998
		Restaurants
	52,088	Compass Group PLC		353,164
	6,319	Punch Taverns PLC		65,145
	4,927	Whitbread PLC		119,026
				537,335
		Retail - Specialty
	17,719	Enterprise Inns PLC		135,022

See Notes to Financial Statements
32

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2008 (unaudited) continued

NUMBER OF SHARES			VALUE
		Semiconductors
	30,903	ARM Holdings PLC	$	62,059
	2,965	CSR PLC (a)		23,287
				85,346
		Specialty Stores
	7,209	Galiform PLC (a)		9,783
	22,954	Signet Group PLC		31,377
				41,160
		Tobacco
	31,064	British American Tobacco PLC		1,171,679
	14,365	Imperial Tobacco Group PLC		690,916
				1,862,595
		Utilities
	6,863	Severn Trent PLC		199,365
		Wholesale Distributors
	16,483	Electrocomponents PLC		61,122
	13,893	Wolseley PLC		140,190
				201,312
		Wireless Telecommunications
	1,092,548	Vodafone Group PLC		3,482,233
		Total United Kingdom		54,131,060
		United States (0.1%)
		Medical Specialties
	2,107	Synthes, Inc.		290,395
		Total Common Stocks (Cost $195,803,220)		261,189,114
		Preferred Stocks (1.8%)
		Brazil (1.5%)
		Airlines
	12,500	Gol-Linhas Aereas Inteligentes S.A. (Sponsored ADR)		203,125

NUMBER OF SHARES			VALUE
		Beverages: Alcoholic
	1,976	Companhia de Bebidas das Americas	$	146,577
		Containers/Packaging
	10,439	Klabin S.A.		41,261
		Electric Utilities
	1,934	Centrais Eletricas Brasileiras S.A. (Class B)		29,891
	2,609	Companhia Energetica de Minas Gerais		54,224
				84,115
		Food: Meat/Fish/Dairy
	52,181	Sadia S.A.		382,363
		Integrated Oil
	38,858	Petroleo Brasileiro S.A.		994,477
		Major Telecommunications
	3,386	Brasil Telecom Participacoes S.A.		52,047
		Miscellaneous Commercial Services
	229	Contax Participacoes S.A.		5,357
		Other Metals/Minerals
	21,655	Companhia Vale do Rio Doce (Class A)		698,817
		Pulp & Paper
	5,557	Aracruz Celulose S.A. (B Shares)		44,899
	905	Votorantim Celulose S.A.		28,747
				73,646
		Regional Banks
	9,554	Banco Bradesco S.A.		221,279
	21,578	Banco Itau Holding Financeira S.A.		625,064
	2,450	Unibanco-Uniao de Bancos Brasileiros S.A. (GDR) (Units) (c)		356,255
				1,202,598

See Notes to Financial Statements
33

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2008 (unaudited) continued

NUMBER OF SHARES			VALUE
		Specialty Telecommunications
	1,982,422	Embratel Participacoes S.A.	$	9,422
	5,178	Tele Norte Leste Participacoes S.A.		118,064
				127,486
		Steel
	5,055	Gerdau S.A.		200,108
	2,621	Usinas Siderurgicas de Minas Gerais S.A. (Class A)		125,964
				326,072
		Wireless Telecommunications
	4,809	Vivo Participacoes S.A. (a)		34,139
		Total Brazil		4,372,080
		Germany (0.3%)
		Electric Utilities
	550	RWE AG NV		51,313
		Household/Personal Care
	2,582	Henkel AG & Co. KGaA-Vorzug		110,266
		Motor Vehicles
	1,923	Porsche Automobil Holding SE		355,696
	1,362	Volkswagen AG		225,409
				581,105
		Total Germany		742,684
		Japan (0.0%)
		Beverages: Non-Alcoholic
	509	ITO EN, Ltd.		5,580
		Russia (0.0%)
		Oil & Gas Production
	11,000	Surgutneftegaz (Sponsored ADR)		53,350
		Total Preferred Stocks (Cost $4,446,670)		5,173,694

NUMBER OF RIGHTS					VALUE
		Rights (0.0%)
		Australia (0.0%)
		Industrial Conglomerates
	269	Wesfarmers LTD PPS (a)			$	2,208
	697	Wesfarmers LTD PPS (a)				5,524
		Total Australia				7,732
		Japan (0.0%)
		Other Metals/Minerals
	22,095	Dowa Mining Co. (a) (d)				—
		Singapore (0.0%)
		Food: Major Diversified
	4,800	OLAM International LTD (a)				2,513
		Switzerland (0.0%)
		Financial Conglomerates
	26,095	UBS AG (Registered Rights) (a)				44,073
		Total Rights (Cost $0)				54,318
NUMBER OF SHARES (000)
		Short-Term Investment (e) (4.2%)
		Investment Company
	12,479	Morgan Stanley Institutional Liquidity Money Market Portfolio — Institutional Class (Cost $12,478,929)				12,478,929
	Total Investments (Cost $212,728,819) (f) (g)		93.4	%		278,896,055
	Other Assets in Excess of Liabilities		6.6			19,830,281
	Net Assets		100.0	%	$	298,726,336

See Notes to Financial Statements
34

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2008 (unaudited) continued

  ADR  American Depositary Receipt.

  CDI  CHESS Depositary Interest.

  GDR  Global Depositary Receipt.

  PPS  Price Protected Share.

  (a)  Non-income producing security.

  (b)  Comprised of securities in separate entities that are traded as a single stapled security.

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

  (d)  Securities with total market value equal to $0 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.

  (e)  See Note 4 to the financial statements regarding investments in Morgan Stanley Institutional Liquidity Money Market Portfolio — Institutional Class.

  (f)  Securities have been designated as collateral in an amount equal to $122,202,673 in connection with open forward foreign currency and futures contracts.

  (g)  The aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is $76,181,899 and the aggregate gross unrealized depreciation is $10,014,663, resulting in net unrealized apprecation of $66,167,236.

Futures Contracts Open at April 30, 2008:

NUMBER OF CONTRACTS		LONG/SHORT	DESCRIPTION, DELIVERY, MONTH AND YEAR	UNDERLYING FACE AMOUNT AT VALUE			UNREALIZED APPRECIATION (DEPRECIATION)
	58	Long	TOPIX Index Future	$	7,546,665		$	286,353
					June/2008
	55	Long	H-SHARES Index Future May/2008		5,053,156			31,882
	28	Long	HANG SENG Index Future May/2008		4,623,163			24,858
	133	Long	MSCI TAIWAN Index Future May/2008		4,571,210			(60,469	)
	23	Long	SPI 200 Future June/2008		3,038,622			147,189
	50	Long	DJ Euro Stoxx 50 Future June/2008		2,936,308			193,140
	30	Long	MSCI SINGAPORE Index Future May/2008		1,714,981			(12,577	)
	15	Long	CAC40 10 EURO Future May/2008		1,161,837			52,389
	12	Short	DAX Index Future June/2008		(3,274,831	)		(151,652	)
			Net Unrealized Appreciation				$	511,113

See Notes to Financial Statements
35

Morgan Stanley International Fund

Portfolio of Investments  nApril 30, 2008 (unaudited) continued

Forward Foreign Currency Contracts Open at April 30, 2008:

CONTRACTS TO DELIVER		IN EXCHANGE FOR		DELIVERY DATE	UNREALIZED APPRECIATION (DEPRECIATION)
$	1,861,122	AUD	2,029,798	6/12/08	$	43,261
$	1,224,383	CHF	1,264,249	6/12/08		(3,515	)
CHF	867,980	$	855,418	6/12/08		17,222
EUR	2,575,527	$	3,929,688	6/12/08		(84,073	)
$	29,821,575	EUR	19,527,793	6/12/08		610,986
EUR	28,675,598	$	43,731,433	6/12/08		(957,278	)
EUR	3,092,724	$	4,720,517	6/12/08		(99,255	)
EUR	3,988,901	$	6,089,536	6/12/08		(126,859	)
$	24,726,422	EUR	16,192,029	6/12/08		507,588
$	16,032,807	EUR	10,505,944	6/12/08		339,899
$	8,301,866	EUR	5,444,650	6/12/08		183,202
GBP	4,533,406	$	9,024,085	6/12/08		37,441
GBP	1,246,424	$	2,483,353	6/12/08		12,547
$	836,800	GBP	417,273	6/12/08		(9,632	)
HKD	89,963,512	$	11,572,126	6/12/08		13,172
$	6,690,876	HKD	52,011,192	6/12/08		(8,223	)
$	454,399	HKD	3,532,250	6/12/08		(558	)
JPY	116,502,755	$	1,132,568	6/12/08		9,218
JPY	211,810,704	$	2,140,475	6/12/08		98,141
				Net Unrealized Appreciation	$	583,284

Currency Abbreviations:

AUD  Australian Dollar.

GBP  British Pound.

EUR  Euro.

HKD  Hong Kong Dollar.

JPY  Japanese Yen.

CHF  Swiss Franc.

See Notes to Financial Statements
36

Morgan Stanley International Fund

Summary of Investments  nApril 30, 2008 (unaudited)

INDUSTRY	VALUE		PERCENT OF TOTAL INVESTMENTS
Major Banks	$	27,007,111		9.7	%
Integrated Oil		21,707,794		7.8
Other Metals/Minerals		15,644,190		5.6
Investment Company		12,478,929		4.5
Pharmaceuticals: Major		10,314,413		3.7
Electric Utilities		9,840,396		3.5
Major Telecommunications		9,432,618		3.4
Industrial Conglomerates		8,991,458		3.2
Regional Banks		8,945,560		3.2
Motor Vehicles		7,751,721		2.8
Food: Major Diversified		7,297,409		2.6
Real Estate Development		6,131,534		2.2
Electronic Equipment/ Instruments		4,991,338		1.8
Financial Conglomerates		4,877,552		1.7
Wireless Telecommunications		4,557,621		1.6
Steel		4,537,480		1.6
Industrial Machinery		4,291,252		1.5
Engineering & Construction		4,164,654		1.5
Telecommunication Equipment		3,979,678		1.4
Wholesale Distributors		3,962,147		1.4
Food Retail		3,824,804		1.4
Beverages: Alcoholic		3,708,896		1.3
Oil & Gas Production		3,271,535		1.2
Trucks/Construction/ Farm Machinery		3,072,469		1.1
Multi-Line Insurance		2,895,311		1.0
Household/Personal Care		2,858,458		1.0
Chemicals: Major Diversified		2,814,086		1.0
Tobacco		2,800,547		1.0
Chemicals: Specialty		2,694,407		1.0
Chemicals: Agricultural		2,674,412		1.0
Life/Health Insurance		2,408,483		0.9
Investment Banks/Brokers		2,355,230		0.8
Electrical Products		2,267,145		0.8
Property - Casualty Insurers		2,130,955		0.8

INDUSTRY	VALUE		PERCENT OF TOTAL INVESTMENTS
Electronics/Appliances	$	2,130,615		0.8	%
Other Consumer Specialties		2,030,808		0.7
Railroads		1,982,275		0.7
Aerospace & Defense		1,889,013		0.7
Food: Specialty/Candy		1,790,465		0.6
Gas Distributors		1,731,225		0.6
Medical Specialties		1,713,492		0.6
Apparel/Footwear		1,649,613		0.6
Pharmaceuticals: Other		1,554,160		0.6
Packaged Software		1,527,097		0.5
Construction Materials		1,503,784		0.5
Information Technology Services		1,491,651		0.5
Department Stores		1,429,665		0.5
Other Transportation		1,422,394		0.5
Recreational Products		1,299,825		0.5
Electronic Components		1,254,563		0.5
Building Products		1,215,736		0.4
Oil Refining/Marketing		1,214,813		0.4
Food: Meat/Fish/Dairy		1,131,799		0.4
Auto Parts: O.E.M.		1,123,847		0.4
Marine Shipping		1,112,234		0.4
Home Building		1,087,428		0.4
Air Freight/Couriers		1,028,598		0.4
Metal Fabrications		1,002,614		0.4
Apparel/Footwear Retail		977,825		0.4
Industrial Specialties		974,836		0.4
Real Estate Investment Trusts		951,234		0.3
Publishing: Books/ Magazines		933,024		0.3
Water Utilities		899,861		0.3
Pulp & Paper		884,325		0.3
Hotels/Resorts/ Cruiselines		842,069		0.3
Oilfield Services/ Equipment		831,462		0.3
Semiconductors		776,658		0.3
Miscellaneous Commercial Services		722,176		0.3

See Notes to Financial Statements
37

Morgan Stanley International Fund

Summary of Investments  nApril 30, 2008 (unaudited) continued

INDUSTRY	VALUE		PERCENT OF TOTAL INVESTMENTS
Airlines	$	721,778		0.3	%
Electronic Production Equipment		714,873		0.3
Advertising/Marketing Services		663,805		0.2
Coal		641,819		0.2
Automotive Aftermarket		556,267		0.2
Media Conglomerates		542,095		0.2
Restaurants		537,335		0.2
Casino/Gaming		504,457		0.2
Investment Managers		484,577		0.2
Specialty Telecommunications		476,656		0.2
Broadcasting		461,690		0.2
Cable/Satellite TV		461,657		0.2
Publishing: Newspapers		424,261		0.2
Agricultural Commodities/Milling		416,668		0.2
Biotechnology		373,669		0.1
Containers/Packaging		370,396		0.1
Specialty Insurance		370,265		0.1
Miscellaneous Manufacturing		363,037		0.1
Medical/Nursing Services		337,664		0.1
Textiles		312,199		0.1
Electronics/Appliance Stores		288,255		0.1
Commercial Printing/ Forms		283,950		0.1
Specialty Stores		268,725		0.1
Precious Metals		267,946		0.1
Computer Processing Hardware		267,789		0.1
Finance/Rental/Leasing		228,920		0.1
Discount Stores		204,570		0.1

INDUSTRY	VALUE			PERCENT OF TOTAL INVESTMENTS
Utilities	$	199,365			0.1	%
Aluminum		179,783			0.1
Other Consumer Services		177,660			0.1
Internet Software/Services		174,041			0.1
Food Distributors		172,556			0.1
Movies/Entertainment		155,926			0.1
Computer Peripherals		146,851			0.1
Financial Publishing/ Services		143,911			0.1
Contract Drilling		140,105			0.1
Retail - Specialty		135,022			0.0
Office Equipment/Supplies		133,343			0.0
Medical Distributors		108,276			0.0
Trucking		96,584			0.0
Personnel Services		93,782			0.0
Beverages: Non-Alcoholic		92,699			0.0
Investment Trusts/ Mutual Funds		87,871			0.0
Alternative Power Generation		85,447			0.0
Hospital/Nursing Management		72,269			0.0
Catalog/Specialty Distribution		57,090			0.0
Tools/Hardware		50,540			0.0
Home Improvement Chains		44,178			0.0
Pharmaceuticals: Generic Drugs		10,656			0.0
	$	278,896,055	‡		100.0	%

‡  Does not include open short/long futures contracts with underlying face amount of $33,920,773 and net unrealized appreciation of $511,113. Also open forward foreign currency contracts with net unrealized appreciation of $583,284.

See Notes to Financial Statements
38

Morgan Stanley International Fund

Financial Statements

Statement of Assets and Liabilities

April 30, 2008 (unaudited)

Assets:
Investments in securities, at value (cost $200,249,890)	$	266,417,126
Investment in affiliate, at value (cost $12,478,929)		12,478,929
Unrealized appreciation on open forward foreign currency contracts		1,872,677
Cash (including $13,606,826 in foreign currency, at value with cost of $13,610,489 and $3,884,453 in segregation)		17,491,279
Receivable for:
Dividends		1,220,676
Variation margin		511,961
Investments sold		350,063
Foreign withholding taxes reclaimed		321,267
Shares of beneficial interest sold		219,260
Compensated forward foreign currency contracts		157,922
Dividends from affiliate		30,858
Prepaid expenses and other assets		563,909
Total Assets		301,635,927
Liabilities:
Unrealized depreciation on open forward foreign currency contracts		1,289,393
Payable for:
Shares of beneficial interest redeemed		699,981
Compensated forward foreign currency contracts		227,427
Investment advisory fee		154,382
Investments purchased		147,525
Distribution fee		117,860
Transfer agent fee		60,556
Administration fee		19,298
Accrued expenses and other payables		193,169
Total Liabilities		2,909,591
Net Assets	$	298,726,336
Composition of Net Assets:
Paid-in-capital	$	244,421,190
Net unrealized appreciation		67,258,052	^
Accumulated undistributed net investment income		563,276
Accumulated net realized loss		(13,516,182	)^^
Net Assets	$	298,726,336
Class A Shares:
Net Assets	$	180,029,915
Shares Outstanding (unlimited authorized, $.01 par value)		11,988,820
Net Asset Value Per Share	$	15.02
Maximum Offering Price Per Share, (net asset value plus 5.54% of net asset value)	$	15.85
Class B Shares:
Net Assets	$	69,266,492
Shares Outstanding (unlimited authorized, $.01 par value)		4,644,804
Net Asset Value Per Share	$	14.91
Class C Shares:
Net Assets	$	29,895,050
Shares Outstanding (unlimited authorized, $.01 par value)		2,021,861
Net Asset Value Per Share	$	14.79
Class I Shares:@@
Net Assets	$	19,322,504
Shares Outstanding (unlimited authorized, $.01 par value)		1,282,716
Net Asset Value Per Share	$	15.06
Class R Shares:@@@
Net Assets	$	106,181
Shares Outstanding (unlimited authorized, $.01 par value)		7,072
Net Asset Value Per Share	$	15.01
Class W Shares:@@@
Net Assets	$	106,194
Shares Outstanding (unlimited authorized, $.01 par value)		7,072
Net Asset Value Per Share	$	15.02

^  Net of $17,102 deferred capital gain country tax.

^^  Net of capital gain country tax of $53,143.

  @@  Formerly Class D shares. Renamed Class I shares effective March 31, 2008.

@@@  Shares were first issued on March 31, 2008.

See Notes to Financial Statements
39

Morgan Stanley International Fund

Financial Statements continued

Statement of Operations

For the six months ended April 30, 2008 (unaudited)

Net Investment Income: Income
Dividends (net of $310,156 foreign withholding tax)	$	4,069,807
Dividends from affiliate		188,736
Income from securities loaned - net		146,344
Interest		58,738
Total Income		4,463,625
Expenses
Investment advisory fee		994,818
Distribution fee (Class A shares)		217,429
Distribution fee (Class B shares)		402,929
Distribution fee (Class C shares)		148,621
Distribution fee (Class R shares)@@@		41
Distribution fee (Class W shares)@@@		29
Transfer agent fees and expenses		238,628
Administration fee		122,439
Custodian fees		101,337
Shareholder reports and notices		75,218
Professional fees		40,009
Registration fees		27,414
Trustees' fees and expenses		2,619
Other		62,622
Total Expenses		2,434,153
Less: expense offset		(1,252	)
Less: rebate from Morgan Stanley affiliated cash sweep (Note 4)		(7,855	)
Net Expenses		2,425,046
Net Investment Income		2,038,579
Realized and Unrealized Gain (Loss): Realized Gain (Loss) on:
Investments		21,587,227	^^
Futures contracts		(4,369,191	)
Foreign exchange transactions		934,477
Net Realized Gain		18,152,513
Change in Unrealized Appreciation/Depreciation on:
Investments		(56,360,181	)^
Futures contracts		433,749
Translation of forward foreign currency contracts, other assets and liabilities denominated in foreign currencies		(31,544	)
Net Change in Unrealized Appreciation/Depreciation		(55,957,976	)
Net Loss		(37,805,463	)
Net Decrease	$	(35,766,884	)

^  Net of $17,102 deferred capital gain country tax.

^^  Net of capital gain country tax of $53,143.

@@@  Shares were first issued on March 31, 2008.

See Notes to Financial Statements
40

Morgan Stanley International Fund

Financial Statements continued

Statements of Changes in Net Assets

	FOR THE SIX MONTHS ENDED APRIL 30, 2008			FOR THE YEAR ENDED OCTOBER 31, 2007
	(unaudited)
Increase (Decrease) in Net Assets: Operations:
Net investment income	$	2,038,579		$	2,509,860
Net realized gain		18,152,513			68,764,200
Net change in unrealized appreciation/depreciation		(55,957,976	)		14,242,054
Net Increase (Decrease)		(35,766,884	)		85,516,114
Dividends to Shareholders from Net Investment Income:
Class A shares		(3,252,306	)		(1,452,280	)
Class B shares		(620,256	)		(1,374,886	)
Class C shares		(403,193	)		(299,910	)
Class I shares@@		(405,123	)		(457,373	)
Total Dividends		(4,680,878	)		(3,584,449	)
Net decrease from transactions in shares of beneficial interest		(13,477,024	)		(92,719,912	)
Net Decrease		(53,924,786	)		(10,788,247	)
Net Assets:
Beginning of period		352,651,122			363,439,369
End of Period (Including accumulated undistributed net investment income of $563,276 and $3,205,575, respectively)	$	298,726,336		$	352,651,122

  @@  Formerly Class D shares. Renamed Class I Shares effective March 31, 2008.

See Notes to Financial Statements
41

Morgan Stanley International Fund

Notes to Financial Statements  nApril 30, 2008 (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. On March 31, 2008, the Fund commenced offering Class R and Class W shares.

The Fund offers Class A, Class B, Class C, Class I, Class R and Class W shares. The six 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, and most Class B 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 I, Class R and Class W shares are not subject to a sales charge. Additionally, Class A, Class B, Class C, Class R and Class W shares incur distribution expenses. Effective March 31, 2008, Class D shares were renamed Class I shares.

The Fund will assess a 2% redemption fee, on Class A, Class B, Class C, Class I, Class R and Class W shares, which is paid directly to the Fund, for shares redeemed or exchanged 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

42

Morgan Stanley International Fund

Notes to Financial Statements  nApril 30, 2008 (unaudited) continued

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 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; (8) investments in open-end mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value as of the close of each business day; and (9) short-term debt securities having a maturity date of more than six ty 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 and are included in interest income. Interest income is accrued daily.

C. 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.

D. 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.

E. 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

43

Morgan Stanley International Fund

Notes to Financial Statements  nApril 30, 2008 (unaudited) continued

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 (com pensated) by entering into a closing transaction prior to delivery.

F. 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 Fund has the right under the lending agreement to recover the securities from the borrower on demand.

As of April 30, 2008, there were no securities on loan.

G. Federal Income Tax Policy — It is the Fund's policy to comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable income to its shareholders. Therefore, no provision for federal income tax is required. The Fund files tax returns with the U.S. Internal Revenue Service, New York State and New York City. The Fund adopted the provisions of the Financial Accounting Standards Board ("FASB") Interpretation No. 48 ("FIN 48") Accounting for Uncertainty in Income Taxes on April 29, 2008. FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in other expenses in the Statement of Operations. Each of the tax years in the four year period ended April 30, 2008, remains subject to examination by taxing authorities.

44

Morgan Stanley International Fund

Notes to Financial Statements  nApril 30, 2008 (unaudited) continued

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

I. 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 Administrator"), 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.

Under an agreement between the Administrator and State Street Bank and Trust Company ("State Street"), State Street provides certain administrative services to the Fund. For such services, the Administrator pays State Street a portion of the fee the Administrator receives from 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; (iii) Class C — up to 1.0% of the average daily net assets of Class C shares; Class R — up to 0.50% of the average net assets of Class R shares; and (v) Class W — up to 0.35% of the average daily net assets of Class W 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

45

Morgan Stanley International Fund

Notes to Financial Statements  nApril 30, 2008 (unaudited) continued

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 $18,079,476 at April 30, 2008.

In the case of Class A, Class C, Class R and Class W shares, expenses incurred pursuant to the Plan in any calendar year in excess of 0.25%, 1.00%, 0.50% or 0.35% of the average daily net assets of Class A, Class C, Class R and Class W shares, respectively, will not be reimbursed by the Fund through payments in any subsequent year, except that expenses representing a gross sales commission credited 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, 2008, the distribution fee was accrued for Class A, Class C, Class R and Class W shares at the annual rate of 0.25%, 0.93%, 0.48% and 0.34%, respectively.

The Distributor has informed the Fund that for the six months ended April 30, 2008, it received contingent deferred sales charges from certain redemptions of the Fund's Class A shares, Class B shares and Class C shares of $693, $35,686 and $951, respectively and received $50,081 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 Money Market Portfolio — Institutional Class, 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 service fees paid by Morgan Stanley Institutional Liquidity Money Market Portfolio — Institutional Class with respect to assets invested by the Fund in Morgan Stanley Institutional Liquidity Money Market Portfolio — Institutional Class. For the six months ended April 30, 2008, advisory fees paid were reduced by $7,855 relating to the Fund's investment in Morgan Stanley Institutional Liquidity Money Market Portfolio — Institutional Class. Income distributions earned by the Fund are recorded as dividends from affiliate in the Statement of Operations and totaled $188,736 for the six months ended April 30, 2008. During the six m onths ended April 30, 2008, cost of purchases and sales of investments in Morgan Stanley Institutional Liquidity Money Market Portfolio — Institutional Class aggregated $45,522,880 and $39,413,561, respectively.

The cost of purchases and proceeds from sales of portfolio securities, excluding short-term investments, for the six months ended April 30, 2008 aggregated $37,066,528 and $69,893,631, respectively.

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

46

Morgan Stanley International Fund

Notes to Financial Statements  nApril 30, 2008 (unaudited) continued

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.

5. 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 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, 2008, investments in securities of issuers in Japan and United Kingdom represented 20.3% and 18.1%, 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, 2008, the Fund's cash balance consisted principally of interest deposits with J.P. Morgan Chase, the Fund's custodian.

47

Morgan Stanley International Fund

Notes to Financial Statements  nApril 30, 2008 (unaudited) continued

6. Shares of Beneficial Interest

Transactions in shares of beneficial interest were as follows:

	FOR THE SIX MONTHS ENDED APRIL 30, 2008						FOR THE YEAR ENDED OCTOBER 31, 2007
	(unaudited)
	SHARES			AMOUNT			SHARES			AMOUNT
CLASS A SHARES
Sold		1,129,958		$	16,840,403			1,302,836		$	19,623,783
Conversion from Class B		649,120			9,797,047			5,091,894			77,565,898
Reinvestment of dividends and distributions		193,424			2,970,999			100,076			1,363,035
Redeemed		(1,378,649	)		(20,244,507	)		(6,035,617	)		(82,173,956	)
Net increase — Class A		593,853			9,363,942			459,189			16,378,760
CLASS B SHARES
Sold		464,455			7,070,832			822,174			12,075,106
Conversion to Class A		(654,002	)		(9,797,047	)		(5,156,674	)		(77,565,898	)
Reinvestment of dividends and distributions		35,376			540,896			87,184			1,179,605
Redeemed		(1,170,934	)		(17,035,770	)		(2,596,205	)		(37,102,280	)
Net decrease — Class B		(1,325,105	)		(19,221,089	)		(6,843,521	)		(101,413,467	)
CLASS C SHARES
Sold		127,509			1,884,824			270,024			3,923,053
Reinvestment of dividends and distributions		24,520			371,732			19,416			261,724
Redeemed		(360,438	)		(5,147,502	)		(420,507	)		(6,030,252	)
Net decrease — Class C		(208,409	)		(2,890,946	)		(131,067	)		(1,845,475	)
CLASS I SHARES@@
Sold		13,033			193,884			71,254			1,048,307
Reinvestment of dividends and distributions		22,722			349,696			28,871			394,384
Redeemed		(99,650	)		(1,472,511	)		(490,485	)		(7,282,421	)
Net decrease — Class I		(63,895	)		(928,931	)		(390,360	)		(5,839,730	)
CLASS R SHARES@@@
Sold		7,072			100,000			—			—
Net increase — Class R		7,072			100,000			—			—
CLASS W SHARES@@@
Sold		7,072			100,000			—			—
Net increase — Class W		7,072			100,000			—			—
Net decrease in Fund		(989,412	)	$	(13,477,024	)		(6,905,759	)	$	(92,719,912	)

  @@  Formerly Class D shares. Renamed Class I shares effective March 31, 2008.

  @@@  Shares were first issued on March 31, 2008.

48

Morgan Stanley International Fund

Notes to Financial Statements  nApril 30, 2008 (unaudited) continued

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, 2007, 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.

9. Accounting Pronouncements

On March 19, 2008, FASB released Statement of Financial Accounting Standards No. 161, "Disclosures about Derivative Instruments and Hedging Activities" ("FAS 161"). FAS 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. The application of FAS 161 is required for fiscal years beginning after November 15, 2008 and interim periods within those fiscal years. At this time, management is evaluating the implications of FAS 161 and its impact on the financial statements has not yet been determined.

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.

49

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, 2008			2007			2006			2005			2004			2003
	(unaudited)
Class A Shares
Selected Per Share Data:
Net asset value, beginning of period	$	16.94		$	13.14		$	10.70		$	9.19		$	8.03		$	6.70
Income from investment operations:
Net investment income(1)		0.12			0.15			0.14			0.13			0.06			0.08
Net realized and unrealized gain (loss)		(1.76	)		3.86			2.52			1.50			1.20			1.33
Total income (loss) from investment operations		(1.64	)		4.01			2.66			1.63			1.26			1.41
Less dividends from net investment income		(0.28	)		(0.21	)		(0.22	)		(0.12	)		(0.10	)		(0.08	)
Net asset value, end of period	$	15.02		$	16.94		$	13.14		$	10.70		$	9.19		$	8.03
Total Return(2)		(9.64	)%(3)		31.03	%		25.21	%		17.65	%		15.89	%		21.31	%
Ratios to Average Net Assets(5):
Total expenses (before expense offset)		1.33	%(4)(7)		1.33	%(6)(7)		1.30	%(6)		1.30	%		1.57	%		1.58	%
Net investment income		1.58	%(4)(7)		1.18	%(6)(7)		1.18	%(6)		1.27	%		0.67	%		1.02	%
Supplemental Data:
Net assets, end of period, in thousands	$	180,030		$	193,043		$	143,730		$	115,680		$	83,766		$	63,422
Portfolio turnover rate		13	%(3)		22	%		13	%		22	%		33	%		43	%

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

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

  (3)  Not annualized.

  (4)  Annualized.

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

  (6)  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 as follows:

PERIOD ENDED	EXPENSE RATIO			NET INVESTMENT INCOME RATIO
October 31, 2007		1.34	%		1.17	%
October 31, 2006		1.32			1.16

(7)  Reflects rebate of certain Fund expenses in connection with the investments in Morgan Stanley Institutional Liquidity Money Market Portfolio — Institutional Class during the period. As a result of such rebate, the expenses as a percentage of its net assets had an effect of a 0.01%.

See Notes to Financial Statements
50

Morgan Stanley International Fund

Financial Highlights continued

	FOR THE SIX			FOR THE YEAR ENDED OCTOBER 31,
	MONTHS ENDED
	APRIL 30, 2008			2007			2006			2005			2004			2003
	(unaudited)
Class B Shares
Selected Per Share Data:
Net asset value, beginning of period	$	16.69		$	12.97		$	10.55		$	9.06		$	7.93		$	6.58
Income (loss) from investment operations:
Net investment income (loss)(1)		0.05			0.08			0.05			0.05			(0.01	)		0.01
Net realized and unrealized gain (loss)		(1.73	)		3.75			2.49			1.48			1.19			1.34
Total income (loss) from investment operations		(1.68	)		3.83			2.54			1.53			1.18			1.35
Less dividends from net investment income		(0.10	)		(0.11	)		(0.12	)		(0.04	)		(0.05	)		–
Net asset value, end of period	$	14.91		$	16.69		$	12.97		$	10.55		$	9.06		$	7.93
Total Return(2)		(9.82	)%(3)		29.58	%		24.28	%		16.88	%		14.87	%		20.52	%
Ratios to Average Net Assets(5):
Total expenses (before expense offset)		2.08	%(4)(7)		2.08	%(6)(7)		2.05	%(6)		2.05	%		2.33	%		2.37	%
Net investment income (loss)		0.83	%(4)(7)		0.43	%(6)(7)		0.43	%(6)		0.52	%		(0.09	)%		0.23	%
Supplemental Data:
Net assets, end of period, in thousands	$	69,266		$	99,635		$	166,184		$	163,974		$	193,796		$	205,544
Portfolio turnover rate		13	%(3)		22	%		13	%		22	%		33	%		43	%

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

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

  (3)  Not annualized.

  (4)  Annualized.

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

  (6)  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 as follows:

PERIOD ENDED	EXPENSE RATIO			NET INVESTMENT INCOME RATIO
October 31, 2007		2.09	%		0.42	%
October 31, 2006		2.07			0.41

(7)  Reflects rebate of certain Fund expenses in connection with the investments in Morgan Stanley Institutional Liquidity Money Market Portfolio — Institutional Class during the period. As a result of such rebate, the expenses as a percentage of its net assets had an effect of a 0.01%.

See Notes to Financial Statements
51

Morgan Stanley International Fund

Financial Highlights continued

	FOR THE SIX			FOR THE YEAR ENDED OCTOBER 31,
	MONTHS ENDED
	APRIL 30, 2008			2007			2006			2005			2004			2003
	(unaudited)
Class C Shares
Selected Per Share Data:
Net asset value, beginning of period	$	16.63		$	12.94		$	10.54		$	9.06		$	7.92		$	6.59
Income (loss) from investment operations:
Net investment income (loss)(1)		0.06			0.06			0.06			0.05			(0.01	)		0.01
Net realized and unrealized gain (loss)		(1.72	)		3.76			2.48			1.47			1.20			1.33
Total income (loss) from investment operations		(1.66	)		3.82			2.54			1.52			1.19			1.34
Less dividends from net investment income		(0.18	)		(0.13	)		(0.14	)		(0.04	)		(0.05	)		(0.01	)
Net asset value, end of period	$	14.79		$	16.63		$	12.94		$	10.54		$	9.06		$	7.92
Total Return(2)		(9.78	)%(3)		29.58	%		24.34	%		16.81	%		15.03	%		20.40	%
Ratios to Average Net Asets(5):
Total expenses (before expense offset)		2.01	%(4)(7)		2.08	%(6)(7)		2.04	%(6)		2.05	%		2.31	%		2.37	%
Net investment income (loss)		0.90	%(4)(7)		0.43	%(6)(7)		0.44	%(6)		0.52	%		(0.07	)%		0.23	%
Supplemental Data:
Net assets, end of period, in thousands	$	29,895		$	37,085		$	30,552		$	22,856		$	24,527		$	25,471
Portfolio turnover rate		13	%(3)		22	%		13	%		22	%		33	%		43	%

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

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

  (3)  Not annualized.

  (4)  Annualized.

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

  (6)  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 as follows:

PERIOD ENDED	EXPENSE RATIO			NET INVESTMENT INCOME RATIO
October 31, 2007		2.09	%		0.42	%
October 31, 2006		2.06			0.42

(7)  Reflects rebate of certain Fund expenses in connection with the investments in Morgan Stanley Institutional Liquidity Money Market Portfolio — Institutional Class during the period. As a result of such rebate, the expenses as a percentage of its net assets had an effect of a 0.01%.

See Notes to Financial Statements
52

Morgan Stanley International Fund

Financial Highlights continued

	FOR THE SIX			FOR THE YEAR ENDED OCTOBER 31,
	MONTHS ENDED
	APRIL 30, 2008			2007			2006			2005			2004			2003
	(unaudited)
Class I Shares@@
Selected Per Share Data:
Net asset value, beginning of period	$	17.00		$	13.23		$	10.76		$	9.24		$	8.07		$	6.73
Income (loss) from investment operations:
Net investment income(1)		0.14			0.21			0.15			0.15			0.08			0.08
Net realized and unrealized gain (loss)		(1.78	)		3.83			2.57			1.51			1.20			1.36
Total income (loss) from investment operations		(1.64	)		4.04			2.72			1.66			1.28			1.44
Less dividends from net investment income		(0.30	)		(0.27	)		(0.25	)		(0.14	)		(0.11	)		(0.10	)
Net asset value, end of period	$	15.06		$	17.00		$	13.23		$	10.76		$	9.24		$	8.07
Total Return(2)		(9.69	)%(3)		31.33	%		25.61	%		18.03	%		15.97	%		21.68	%
Ratios to Average Net Assets(5):
Total expenses (before expense offset)		1.08	%(4)(7)		1.08	%(6)(7)		1.05	%(6)		1.05	%		1.33	%		1.37	%
Net investment income		1.83	%(4)(7)		1.43	%(6)(7)		1.43	%(6)		1.52	%		0.91	%		1.23	%
Supplemental Data:
Net assets, end of period, in thousands	$	19,323		$	22,888		$	22,974		$	134,631		$	143,890		$	132,544
Portfolio turnover rate		13	%(3)		22	%		13	%		22	%		33	%		43	%

  @@  Formerly Class D shares. Renamed Class I shares effective March 31, 2008.

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

  (2)  Calculated based on the net asset value as of the last business day of the period.

  (3)  Not annualized.

  (4)  Annualized.

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

  (6)  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 as follows:

PERIOD ENDED	EXPENSE RATIO			NET INVESTMENT INCOME RATIO
October 31, 2007		1.09	%		1.42	%
October 31, 2006		1.07			1.41

  (7)  Reflects rebate of certain Fund expenses in connection with the investments in Morgan Stanley Institutional Liquidity Money Market Portfolio — Institutional Class during the period. As a result of such rebate, the expenses as a percentage of its net assets had an effect of a 0.01%.

See Notes to Financial Statements
53

Morgan Stanley International Fund

Financial Highlights continued

	FOR THE PERIOD MARCH 31, 2008@@@ THROUGH APRIL 30, 2008
	(unaudited)
Class R Shares
Selected Per Share Data:
Net asset value, beginning of period	$	14.14
Income from investment operations:
Net investment income(1)		0.31
Net realized and unrealized gain		0.56
Total income from investment operations		0.87
Net asset value, end of period	$	15.01
Total Return(2)		6.36	%(3)
Ratios to Average Net Assets(5):
Total expenses (before expense offset)		1.56	%(4)(6)
Net investment income		1.35	%(4)(6)
Supplemental Data:
Net assets, end of period, in thousands.	$	106
Portfolio turnover rate		13	%(3)

  @@@  The date shares were first issued.

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

  (2)  Calculated based on the net asset value as of the last business day of the period.

  (3)  Not annualized.

  (4)  Annualized.

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

  (6)  Reflects rebate of certain Fund expenses in connection with the investments in Morgan Stanley Institutional Liquidity Money Market Portfolio — Institutional Class during the period. As a result of such rebate, the expenses as a percentage of its net assets had an effectof a 0.01%.

See Notes to Financial Statements
54

Morgan Stanley International Fund

Financial Highlights continued

	FOR THE PERIOD MARCH 31, 2008@@@ THROUGH APRIL 30, 2008
	(unaudited)
Class W Shares
Selected Per Share Data:
Net asset value, beginning of period	$	14.14
Income from investment operations:
Net investment income(1)		0.32
Net realized and unrealized gain		0.56
Total income from investment operations		0.88
Net asset value, end of period	$	15.02
Total Return(2)		6.36	%(3)
Ratios to Average Net Assets(5):
Total expenses (before expense offset)		1.42	%(4)(6)
Net investment income		1.49	%(4)(6)
Supplemental Data:
Net assets, end of period, in thousands	$	106
Portfolio turnover rate		13	%(3)

@@@  The date shares were first issued.

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

  (2)  Calculated based on the net asset value as of the last business day of the period.

  (3)  Not annualized.

  (4)  Annualized.

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

  (6)  Reflects rebate of certain Fund expenses in connection with the investments in Morgan Stanley Institutional Liquidity Money Market Portfolio — Institutional Class during the period. As a result of such rebate, the expenses as a percentage of its net assets had an effect of a 0.01%.

See Notes to Financial Statements
55

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

Kevin Klingert
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.
522 Fifth Avenue
New York, New York 10036

MORGAN STANLEY FUNDS

Morgan Stanley
International Fund

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 FINRA.

© 2008 Morgan Stanley

Semiannual Report

April 30, 2008

INLSAN
IU08–03357P–Y04/08

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.

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 19, 2008

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 19, 2008

/s/ Francis Smith

Francis Smith

Principal Financial Officer

June 19, 2008