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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 Amendment No. 1
                                       to
                                    FORM 8-A


         FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO
         SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934


                 Morgan Stanley Russia & New Europe Fund, Inc.*
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


        Maryland                                         13-3756741
- ----------------------------                  --------------------------------
(State or other jurisdiction                  (IRS Employer Identification No.)
of incorporation or
organization)



1221 Avenue of the Americas
New York, New York                                             10020
- ------------------------------------------                   ----------
Address of principal                                         (Zip Code)
executive offices


                                 (212) 296-7100
              ---------------------------------------------------
              (Registrant's telephone number, including area code)


       Securities to be registered pursuant to Section 12(b) of the Act:


Title of each class                           Name of each exchange on which
to be so registered                           each class is to be registered
- -------------------                           ------------------------------
Common Stock, par                             New York Stock Exchange, Inc.
value $.01 per share


Securities to be registered pursuant to Section 12(g) of the Act:

None.


*Formerly, Morgan Stanley European Emerging Markets Fund, Inc.



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               Item 1.        Description of Registrant's Securities to be
                              Registered.

               Registrant's Preliminary Prospectus, dated August 8, 1996 (the
"Prospectus"), relating to the proposed offering of its Common Stock and forming
a part of Registrant's Registration Statement on Form N-2 under the Securities
Act of 1933, as amended, and the Investment Company Act of 1940, as amended
(File Nos. 33-75012 and 811-08346) (the "Registration Statement"), is
incorporated herein by reference. Reference is made specifically to the sections
in the Prospectus captioned "Dividends and Distributions; Dividend Reinvestment
and Cash Purchase Plan" and "Common Stock."



               Item 2.        Exhibits

               (a)    No exhibits are being filed with the Commission.

               (b)    The following exhibits are to be filed with the New
                      York Stock Exchange, Inc. only:

                      (3)     Registration Statement on Form N-2
                      (6)(a)  Articles of Incorporation of Registrant
                      (6)(b)  Articles of Amendment of Registrant
                      (6)(c)  By-Laws of Registrant, as amended
                      (7)     Specimen Certificate for Registrant's Common
                              Stock, par value $.01 per share


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                                    SIGNATURE

               Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, Registrant has duly caused this Amendment to its
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized.


                           MORGAN STANLEY RUSSIA & NEW EUROPE FUND, INC.



                           By:     /s/ Warren J. Olsen
                                 ------------------------------------
                                        Warren J. Olsen
                                        President


Dated:    August 9, 1996


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