SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 [(Amendment No. )]

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12

MORGAN STANLEY ASIA-PACIFIC FUND, INC.
----------------------------------------------------------------------------
(Names of Registrant as Specified in Its Charters)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.

(1) Title of each class of securities to which transaction applies:

-----------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

-----------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

-----------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

-----------------------------------------------------------------------------

(5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by the
registration statement number, or the Form or Schedule and the date of
its filing.

(1) Amount Previously Paid:

-----------------------------------------------------------------------------

(2) Form, Schedule or Registration Statement No.:

-----------------------------------------------------------------------------

(3) Filing Party:

-----------------------------------------------------------------------------

(4) Date Filed:

-----------------------------------------------------------------------------

MORGAN STANLEY ASIA-PACIFIC FUND, INC.
c/o Morgan Stanley Investment Management Inc.
1221 Avenue of the Americas
New York, New York 10020

-----------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

-----------------

To Our Stockholders:

Notice is hereby given that the Annual Meeting of Stockholders of Morgan
Stanley Asia-Pacific Fund, Inc. (the "Fund") will be held on Thursday, June 6,
2002 at 8:00 a.m. (New York time), in Conference Room 3 at 1221 Avenue of the
Americas, 5/th/ Floor, New York, New York 10020, for the following purposes:
1. To elect four Class I Directors for a term expiring in 2005.

2. To consider and act upon a stockholder proposal.

3. To consider and act upon any other business as may properly come
before the Meeting or any adjournment thereof.

Only stockholders of record at the close of business on April 8, 2002 are
entitled to notice of, and to vote at, this Meeting or any adjournment thereof.

MARY E. MULLIN
Secretary

Dated: May 7, 2002

If you do not expect to attend the Meeting, please sign and promptly return
the enclosed Proxy Card in the enclosed self-addressed envelope. In order to
avoid the additional expense to the Fund of further solicitation, we ask your
cooperation in mailing in your Proxy Card promptly.

MORGAN STANLEY ASIA-PACIFIC FUND, INC.
c/o Morgan Stanley Investment Management Inc.
1221 Avenue of the Americas
New York, New York 10020

-----------------

PROXY STATEMENT

-----------------

This statement is furnished by the Board of Directors of Morgan Stanley
Asia-Pacific Fund, Inc. (the "Fund") in connection with the solicitation of
Proxy Cards by the Board of Directors for use at the Annual Meeting of
Stockholders (the "Meeting") to be held on June 6, 2002 at 8:00 a.m. (New York
time), in Conference Room 3 at the principal executive office of Morgan Stanley
Investment Management Inc. (hereinafter "Morgan Stanley Investment Management"
or the "Manager"), 1221 Avenue of the Americas, 5th Floor, New York, New York
10020. It is expected that the Notice of Annual Meeting, Proxy Statement and
Proxy Card will first be mailed to stockholders on or about May 7, 2002. The
purpose of the Meeting and the matters to be acted upon are set forth in the
accompanying Notice of Annual Meeting of Stockholders.

If the accompanying Proxy Card is executed properly and returned, shares
represented by it will be voted at the Meeting in accordance with the
instructions on the Proxy Card. A Proxy Card may be revoked at any time prior
to the time it is voted by written notice to the Secretary of the Fund or by
attendance and voting at the Meeting. If no instructions are specified, shares
will be voted FOR the election of the nominees for Directors and shares will be
voted AGAINST the stockholder proposal set forth in Proposal 2.

The close of business on April 8, 2002 has been fixed as the record date for
the determination of stockholders entitled to notice of, and to vote at, the
Meeting and at any adjournment thereof. On that date, the Fund had 42,410,656
shares of Common Stock outstanding and entitled to vote. Each share will be
entitled to one vote at the Meeting.

The expense of solicitation will be borne by the Fund and will include
reimbursement to brokerage firms and others for reasonable expenses in
forwarding proxy solicitation materials to beneficial owners. The solicitation
of Proxy Cards will be largely by mail, but may include, without cost to the
Fund, telephonic, telegraphic or oral communications by regular employees of
the Manager. The solicitation of Proxy Cards is also expected to include
communications by employees of Georgeson Shareholder Communications Inc., a
proxy solicitation firm expected to be engaged by the Fund to solicit Proxy
Cards by mail or by telephonic, telegraphic or oral communications at a cost
not expected to exceed $21,000, plus out-of-pocket expenses.

The Fund will furnish, without charge, a copy of its annual report for its
fiscal year ended December 31, 2001, to any stockholder requesting such report.
Requests for the annual report should be made in writing to Morgan Stanley
Asia-Pacific Fund, Inc., c/o J.P. Morgan Investor Services Co., P.O. Box 2798,
Boston, Massachusetts 02108-2798, or by calling 1-800-221-6726.

J.P. Morgan Investor Services Co. is an affiliate of the Fund's
administrator, JPMorgan Chase Bank ("JPMorgan Chase"), and provides
administrative services to the Fund. The business address of JPMorgan Chase and
J.P. Morgan Investor Services Co. is 73 Tremont Street, Boston, Massachusetts
02108-2798.

THE BOARD RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF THE NOMINEES AS
DIRECTORS AS SET FORTH IN MATTER NO. 1 OF THE NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS.

THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "AGAINST" PROPOSAL
NO. 2. THE BOARD BELIEVES THAT THIS PROPOSAL IS NOT IN THE BEST INTERESTS OF
STOCKHOLDERS AND WOULD SUBSTANTIALLY IMPAIR THE ABILITY OF THE FUND TO OPERATE
EFFECTIVELY.

ELECTION OF DIRECTORS
(Proposal No. 1)

It is necessary at this time that stockholders elect four Class I Directors
to hold office for a term stated below and until their successors are duly
elected and qualified. It is the intention of the persons named in the
accompanying Proxy Card to vote, on behalf of the stockholders, for the
election of Ronald E. Robison, Michael Nugent, Joseph J. Kearns and Fergus Reid
as Class I Directors for a term expiring in 2005.

Pursuant to the Fund's By-Laws, the terms of office of the Directors are
staggered. The Board of Directors is divided into three classes, designated
Class I, Class II and Class III, with each class having a term of three years.
Each year the term of one class expires. Class I currently consists of Ronald
E. Robison, Michael Nugent, Joseph J. Kearns and Fergus Reid. Class II
currently consists of John D. Barrett II, Vincent R. McLean and C. Oscar
Morong, Jr. Class III currently consists of Barton M. Biggs, Gerard E. Jones,
Thomas P. Gerrity and William G. Morton, Jr. Only the Directors in Class I are
being considered for election at this Meeting.

Pursuant to the Fund's By-Laws, each Director holds office until (i) the
expiration of his term and until his successor has been elected and qualified,
(ii) his death, (iii) his resignation, (iv) December 31 of the year in which he
reaches seventy-two years of age, or (v) his removal as provided by statute or
the Fund's Articles of Incorporation. Each officer of the Fund will hold such
office until his or her death or resignation or a successor has been duly
elected and qualified.

The Board of Directors has an Audit Committee. The Audit Committee makes
recommendations to the full Board of Directors with respect to the engagement
of independent accountants and reviews with the independent accountants the
plan and results of the audit engagement and matters having a material effect
on the Fund's financial operations. The Fund has adopted a formal, written
Audit Committee Charter. The members of the Audit Committee are currently
Gerard E. Jones, John D. Barrett II, Joseph J. Kearns, Vincent R. McLean and
C. Oscar Morong, Jr., none of whom is an "interested person," as defined under
the Investment Company Act of 1940, as amended (the "1940 Act"), of the Fund
(with such disinterested Directors being "Independent Directors"). The Chairman
of the Audit Committee is Mr. Kearns. The Audit Committee met three times
during the fiscal year ended December 31, 2001.

The Board of Directors also has a Nominating and Compensation Committee. The
Nominating and Compensation Committee evaluates and recommends nominees for
election to the Fund's Board of Directors and establishes compensation for
Independent Directors. The Fund has adopted a formal written Nominating and
Compensation Committee Charter. The members of the Nominating and Compensation
Committee are Thomas P. Gerrity, William G. Morton, Jr., Michael Nugent and
Fergus Reid, none of whom is an "interested person," as defined under the 1940
Act, of the Fund. The Chairman of the Nominating and Compensation Committee is
Mr. Reid. The Nominating and Compensation Committee met one time during the
fiscal year ending December 31, 2001.

At a meeting on June 14, 2001, the Board of Directors, including a majority
of the Independent Directors, approved the continuation of the Investment
Advisory and Management Agreement between the Fund and the Manager for a
one-year period.

There were five meetings of the Board of Directors held during the fiscal
year ended December 31, 2001. For the fiscal year ended December 31, 2001, each
current Director attended at least seventy-five percent of the aggregate number
of meetings of the Board and of any committee on which he served held during
the time such Director was a member of the Board, except for Barton M. Biggs.

Each of the nominees for Director has consented to be named in this Proxy
Statement and to serve as a director of the Fund if elected. The Board of
Directors has no reason to believe that any of the nominees named above will
become unavailable for election as a director, but if that should occur before
the Meeting, Proxy Cards will be voted for such persons as the Board of
Directors may recommend.

Certain information regarding the Directors of the Fund is set forth below:

Aggregate
Dollar Range
of Equity
Securities in Number
All Funds of
Overseen or Portfolios
to be in Fund
Dollar Range Overseen in Complex
Position Principal Occupations During of Equity Family of Overseen
with the Past Five Years and Other Securities in Investment by
Name, Address and Age Fund Directorships the Fund** Companies** Director
--------------------- ------------ ---------------------------------- ------------- ------------- ----------

Interested Directors
Barton M. Biggs*........... Class III Chairman, Director and $1-10,000 Over $100,000 78
1221 Avenue of the Americas Director and Managing Director of Morgan
New York, New York 10020 Chairman of Stanley Investment Management
(69) the Board and Chairman and Director of
since 1994 Morgan Stanley Investment
Management Limited; Managing
Director of Morgan Stanley &
Co. Incorporated; Member of the
Yale Development Board;
Director or Trustee and Chairman
of the Board of various U.S.
registered investment companies
managed by Morgan Stanley
Investment Management.

Ronald E. Robison*......... Class I Chief Global Operations Officer None None 78
1221 Avenue of the Americas Director and Managing Director of
New York, New York 10020 since 2001 Morgan Stanley Investment
(63) Management; Managing Director
of Morgan Stanley & Co.
Incorporated; President and Chief
Executive Officer of Morgan
Stanley Trust; Director or Trustee
and President of various U.S.
registered investment companies
managed by Morgan Stanley
Investment Management;
Formerly, Managing Director and
Chief Operating Officer of TCW
Investment Management
Company and Managing Director
of Trust Company of the West.

- --------
* "Interested person" of the Fund within the meaning of the 1940 Act. Mr.
Biggs is chairman, director and managing director of the Manager and Mr.
Robison is an officer of the Manager.
** This information has been furnished by each nominee and Director. The dollar
value of the shares is based upon the market price as of April 25, 2002.

Aggregate
Dollar Range
of Equity Number
Securities in of
All Funds Portfolios
Overseen or to in Fund
Dollar Range be Overseen in Complex
Position Principal Occupations During of Equity Family of Overseen
with the Past Five Years and Other Securities in Investment by
Name, Address and Age Fund Directorships the Fund* Companies* Director
--------------------- ---------- --------------------------------- ------------- -------------- ----------

Independent Directors
John D. Barrett II...... Class II Chairman and Director of Barrett $1-10,000 Over $100,000 77
Barrett Associates, Inc. Director Associates, Inc. (investment
565 Fifth Avenue since 2000 counseling); Director of the
New York, New York 10017 Ashforth Company (real estate);
(66) Chairman, and formerly Director,
of the Barrett Growth Fund;
Limited Partner, Barrett Growth
Partners, LP; Limited Partner,
Long Meadow Holdings, LP;
Director or Trustee of various
U.S. registered investment
companies managed by Morgan
Stanley Investment Management.

Thomas P. Gerrity....... Class III Professor of Management, and None $10,001-50,000 77
219 Grays Lane Director formerly Dean, of Wharton
Haverford, PA 19041 since 2001 School of Business, University of
(60) Pennsylvania; Director of Sunoco
(oil refining), Fannie Mae
(mortgage finance), Reliance
Group Holdings (insurance), CVS
Corporation (retail pharmacy),
Internet Capital Group and
Knight-Ridder, Inc. (newspapers);
Director or Trustee of various
U.S. registered investment
companies managed by Morgan
Stanley Investment Management;
Formerly, Director of IKON
Office Solutions, Inc. (office
equipment), Fiserv (financial
services), Investor Force
Holdings, Inc. (institutional
investment information services),
Digital Equipment Corporation
(computer equipment), ICG
Commerce, Inc. (internet
commerce), and Union Carbide
Corporation (chemicals).

Gerard E. Jones......... Class III Of Counsel, Shipman & Goodwin None Over $100,000 78
Shipman & Goodwin LLP Director LLP (law firm); Director of
43 Arch Street since 2000 Tractor Supply Company, Tiffany
Greenwich, Connecticut Foundation, Fairfield County
06830 Foundation; Director or Trustee
(65) of various U.S. registered
investment companies managed
by Morgan Stanley Investment
Management.

Joseph J. Kearns........... Class I Investment consultant; Director of None $10,001-50,000 77
PMB 754 Director Electro Rent Corporation
23852 Pacific Coast Highway since 2001 (equipment leasing) and The Ford
Malibu, California 90625 Family Foundation; Director or
(59) Trustee of various U.S. registered
investment companies managed
by Morgan Stanley Investment
Management; Formerly, Chief
Financial Officer of the J. Paul
Getty Trust.

Vincent R. McLean.......... Class II Director of Legal and General None $1-10,000 77
702 Shackamaxon Dr. Director America, Inc. (insurance), Banner
Westfield, NJ 07090 since 2001 Life Insurance Co. and William
(69) Penn Life Insurance Company of
New York; Director or Trustee of
various U.S. registered
investment companies managed
by Morgan Stanley Investment
Management; Formerly,
Executive Vice President, Chief
Financial Officer, Director and
Member of the Executive
Committee of Sperry Corporation
(now part of UNISYS
Corporation) (computers).

C. Oscar Morong, Jr........ Class II Managing Director of Morong None None 77
1385 Outlook Drive West Director Capital Management; Trustee and
Mountianside, NJ 07092 since 2001 Chairman of the mutual funds in
(67) the Smith Barney CitiFunds fund
complex; Director or Trustee of
various U.S. registered
investment companies managed
by Morgan Stanley Investment
Management; Formerly, Senior
Vice President and Investment
Manager for CREF, TIAA-CREF
Investment Management, Inc.;
Director of the Indonesia Fund,
the Landmark Funds and
Ministers and Missionaries
Benefit Board of American
Baptist Churches.

William G. Morton, Jr...... Class III Chairman Emeritus and former $10,001-50,000 Over $100,000 77
100 Franklin Street Director Chief Executive Officer of
Boston, Massachusetts 02110 since 1995 Boston Stock Exchange; Director
(64) of RadioShack Corporation
(electronics); Director or Trustee
of various U.S. registered
investment companies managed
by Morgan Stanley Investment
Management.

Aggregate
Dollar Range
of Equity Number
Securities in of
Dollar All Funds Portfolios
Range of Overseen or to in Fund
Equity be Overseen in Complex
Position Principal Occupations During Securities Family of Overseen
with the Past Five Years and Other in the Investment by
Name, Address and Age Fund Directorships Fund* Companies* Director
--------------------- ---------- ----------------------------------- ---------- -------------- ----------

Michael Nugent............. Class I General Partner of Triumph None $10,001-50,000 206
c/o Triumph Capital, L.P. Director Capital, L.P., a private investment
237 Park Avenue since 2001 partnership; Chairman of the
New York, NY 10017 Insurance Committee and
(65) Director or Trustee of various
U.S. registered investment
companies managed by Morgan
Stanley Investment Advisors Inc.;
Director of various business
organizations; Director or Trustee
of various U.S. registered
investment companies managed
by Morgan Stanley Investment
Management; Formerly, Vice
President of Bankers Trust
Company and BT Capital
Corporation.

Fergus Reid................ Class I Chairman and Chief Executive $1-$10,000 Over $100,000 78
85 Charles Colman Boulevard Director Officer of Lumelite Plastics
Pawling, New York 12564 since 2000 Corporation; Trustee and Director
(69) of approximately 30 investment
companies in the JPMorgan
Funds complex managed by J.P.
Morgan Investment Management
Inc.; Director or Trustee of
various U.S. registered
investment companies managed
by Morgan Stanley Investment
Management.

- --------
* This information has been furnished by each nominee and Director. The dollar
value of the shares is based upon the market price as of April 25, 2002.

Certain information regarding the officers of the Fund is set forth below:

Position with the
Name, Address and Age Fund Principal Occupations During Past Five Years
--------------------- ----------------- --------------------------------------------

Ronald E. Robison*......... President Chief Global Operations Officer and Managing Director of
1221 Avenue of the Americas since 2001 Morgan Stanley Investment Management; Managing Director of
New York, New York 10020 Morgan Stanley & Co. Incorporated; President and Chief
(63) Executive Officer of Morgan Stanley Trust; Director or Trustee
and President of various U.S. registered investment companies
managed by Morgan Stanley Investment Management; Formerly,
Managing Director and Chief Operating Officer of TCW
Investment Management Company and Managing Director of
Trust Company of the West.

Stefanie V. Chang*......... Vice President Executive Director of Morgan Stanley & Co. Incorporated and
1221 Avenue of the Americas since 1997 Morgan Stanley Investment Management; Officer of various U.S.
New York, New York 10020 registered investment companies managed by Morgan Stanley
(35) Investment Management; Previously practiced law with the New
York law firm of Rogers & Wells.

Position with the
Name, Address and Age Fund Principal Occupations During Past Five Years
- --------------------- ----------------- --------------------------------------------

Lorraine Truten*........... Vice President Executive Director of Morgan Stanley Investment Management;
1221 Avenue of the Americas since 2001 President of Morgan Stanley Distribution, Inc.; Officer of various
New York, New York 10020 U.S. registered investment companies managed by Morgan
(40) Stanley Investment Management.

Mary E. Mullin*............ Secretary since Vice President of Morgan Stanley & Co. Incorporated and Morgan
1221 Avenue of the Americas 1999 Stanley Investment Management; Officer of various U.S.
New York, New York 10020 registered investment companies managed by Morgan Stanley
(35) Investment Management; Previously practiced law with the New
York law firms of McDermott, Will & Emery and Skadden, Arps,
Slate, Meagher & Flom LLP.

James W. Garrett*.......... Treasurer since Vice President of Morgan Stanley & Co. Incorporated and Morgan
1221 Avenue of the Americas 2002 Stanley Investment Management; Officer of various U.S.
New York, NY 10020 registered investment companies managed by Morgan Stanley
(33) Investment Management; Previously with Price Waterhouse LLP.

Belinda Brady.............. Assistant Senior Manager, Fund Administration, J.P. Morgan Investor
73 Tremont Street Treasurer since Services Co.; Officer of various U.S. registered investment
Boston, Massachusetts 02108 2002 companies managed by Morgan Stanley Investment Management;
(34) Previously with Price Waterhouse LLP.

- --------
* "Interested person" of the Fund within the meaning of the 1940 Act. Mr.
Robison and Mr. Garrett and Ms. Chang, Ms. Truten and Ms. Mullin are
officers of the Manager.

Based on information furnished by each Independent Director as of April 25,
2002, neither any Independent Director nor any immediate family member of any
Independent Director owned any securities of the Manager or its affiliates as
of such date.

Effective as of October 11, 2001, Morgan Stanley Institutional Fund Trust
and the U.S. registered investment companies advised by Morgan Stanley
Investment Management, including the Fund (collectively, the "Fund Group") pays
each of the Directors who is not an "interested person," as defined under the
1940 Act, of any fund within the Fund Group an annual retainer fee of $75,000,
for service on all Boards of Directors of the Fund Group and pays the following
additional amounts to these Directors for performing certain services for all
of the funds in the Fund Group: $5,000 annually for performing the duties of
Chairman of the Audit Committee, $5,000 annually for performing the duties of
Chairman of the Nominating and Compensation Committee, $2,500 for each
in-person meeting of the full Board attended and $1,000 for each telephonic
meeting of the full Board attended. The retainer fee to be paid to each
Director each year is allocated among the funds in the Fund Group in proportion
to each fund's respective average net assets during the year.

Each Independent Director may enter into a deferred fee arrangement (the
"Fee Arrangement") with the Fund, pursuant to which such Director may defer to
a later date the receipt of his Director's fees. The deferred fees owed by the
Fund are credited to a bookkeeping account maintained by the Fund on behalf of
such Director and accrue income from and after the date of credit in an amount
equal to the amount that would have been earned had such fees (and all income
earned thereon) been invested and reinvested either (i) in shares of the Fund
or (ii) at a rate equal to the prevailing rate applicable to 90-day United
States Treasury Bills at the beginning of each calendar quarter for which this
rate is in effect, whichever method is elected by the Director.

Under the Fee Arrangement, deferred Director's fees (including the return
accrued thereon) will become payable by the Fund in cash upon such Director's
resignation from the Board of Directors of the Fund in a lump sum or in
generally equal annual installments over a period of five years (unless the
Fund has agreed to a longer or shorter payment period) beginning on the first
day of the year following the year in which such Director's resignation
occurred. In the event of a Director's death, remaining amounts payable to him
under the Fee Arrangement will thereafter be payable to his designated
beneficiary; in all other events, a Director's right to

receive payments is non-transferable. Under the Fee Arrangement, the Board of
Directors of the Fund, in its sole discretion, has reserved the right, at the
request of a Director or otherwise, to accelerate or extend the payment of
amounts in the deferred fee account at any time after the termination of such
Director's service as a director. In addition, in the event of liquidation,
dissolution or winding up of the Fund or the distribution of all or
substantially all of the Fund's assets and property to its stockholders (other
than in connection with a reorganization or merger into another fund advised by
Morgan Stanley Investment Management), all unpaid amounts in the deferred fee
account maintained by the Fund will be paid in a lump sum to the Directors
participating in the Fee Arrangement on the effective date thereof.

Set forth below is a table showing the aggregate compensation paid by the
Fund to each of its Directors, as well as the total compensation paid to each
Director of the Fund by the Fund and by other U.S. registered investment
companies advised by Morgan Stanley Investment Management or its affiliates
(collectively, the "Fund Complex") for their services as Directors of such
investment companies for the fiscal year ended in 2001 for each fund in the
Fund Complex. In all cases, there were no pension or retirement benefits
accrued as part of the Fund's expenses.

Total Compensation
Aggregate From Fund and
Compensation Fund Complex Paid
Name of Directors From Fund(2)(3) to Directors (2)(4)
----------------- --------------- -------------------

Interested Directors
Barton M. Biggs(1).... $ 0 $ 0
Ronald E. Robison(1).. 0 0

Independent Directors
Thomas P. Gerrity..... 233 69,712
John D. Barrett II.... 2,095 78,786
Gerard E. Jones....... 2,092 78,786
Joseph J. Kearns...... 245 70,835
Michael Nugent........ 233 228,362
William G. Morton, Jr. 2,095 78,786
Vincent R. McLean..... 233 69,712
Fergus Reid........... 2,105 81,115
C. Oscar Morong, Jr... 233 69,712

- --------
(1) "Interested person" of the Fund within the meaning of the 1940 Act.
(2) The amounts reflected in this table include amounts payable by the Fund
Complex for services rendered during the fiscal year ended December 31,
2001, regardless of whether such amounts were actually received by the
Directors during such fiscal year.
(3) Of the amounts shown in this column, Messrs. Kearns, Morong and McLean each
deferred $54 of their aggregate compensation pursuant to the Fee
Arrangement described above.
(4) Of the amounts shown in this column, Messrs. Morong and McLean each
deferred $62,948 of their total compensation pursuant to the Fee
Arrangement, and Messrs. Reid, Gerrity and Kearns deferred $75,098, $60,922
and $58,820, respectively, of their total compensation pursuant to the Fee
Arrangement.

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Fund's officers and directors, and persons who
own more than ten percent of a registered class of the Fund's equity
securities, to file reports of ownership and changes in ownership with the
Commission and the NYSE. The Manager assumes responsibility for filing such
reports for the Fund's officers and directors and believes that all required
reports under Section 16(a) have been filed on a timely basis for the Fund's
officers and directors.

The election of Messrs. Robison, Nugent, Kearns and Reid requires the
affirmative vote of a majority of the votes cast at a meeting at which a quorum
is present. Under the Fund's By-Laws, the presence in person or by

proxy of stockholders entitled to cast a majority of the votes entitled to be
cast thereat will constitute a quorum. For this purpose, abstentions and broker
non-votes will be counted in determining whether a quorum is present at the
Meeting, but will not be counted as votes cast at the Meeting.

THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE "FOR" THE
ELECTION OF THE NOMINEES AS DIRECTORS.

STOCKHOLDER PROPOSAL
(Proposal No. 2)

A stockholder of the Fund, Advantage Partners, L.P. (the "Proponent") has
submitted a proposal, Proposal No. 2, set forth below for inclusion in this
Joint Proxy Statement for consideration by stockholders of the Fund. The
Proponent claims beneficial ownership of 79,973 shares of common stock of the
Fund. The Fund will provide the name and address of the Proponent to any person
who so requests such information by written or oral request to the Fund, c/o
Morgan Stanley Investment Management Inc., 1221 Avenue of the Americas, New
York, New York 10020 or by calling (212) 762-8406.

THE FUND'S BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE AGAINST
THE STOCKHOLDER'S PROPOSAL, PROPOSAL NO. 2. THE REASONS FOR THE BOARD OF
DIRECTORS' RECOMMENDATION ARE SET FORTH BELOW THE STOCKHOLDER'S SUPPORTING
STATEMENT, ON PAGES 10-12.

Proposal

RESOLVED, that shareholders of Morgan Stanley Asia-Pacific Fund (the "Fund"),
recommend the Board of Directors expedite the process to ensure Fund shares can
trade at net asset value (NAV) daily by converting to an open-end investment
company or merging with an existing open-end fund.

Supporting Statement

It has been bad enough that shareholders have suffered fairly significant
losses since the Fund's inception in 1994. It adds insult to injury that the
persistent, wide discount to NAV over the years has caused shareholder losses
to vastly exceed NAV losses over time. The discount exceeded 30% during June
2000, and has averaged greater than a 20% discount over the past five years.
Clearly modest actions taken by our Board of Directors to date have not been
successful in remedying the chronic discount, nor in reversing the losses to
the aggregate shareholder base. Advantage Partners, L.P., wouldn't waste your
time if the facts in favor of open-ending this Fund weren't overwhelming.

With the Fund still languishing at a discount to NAV in the range of 20%,
the economic cost of the discount to shareholders approximates $80 million. It
is certainly no consolation prize that the value of the discount has narrowed
from its widest levels while the stock price has dropped from 11 to 7 (even
below 6 briefly) in the past two years! Fund management, however, keeps
collecting its fees no matter how poorly shareholders perform - and that is a
major impediment to fixing the problem. . . .

The benefits of open-ending far outweigh the detrimental cost caused by the
Fund's gaping discount in the closed-end structure: a 25.0% benefit vs. less
than a 0.2% on-going annual cost. One-time conversion costs (approximately
0.15% of NAV), and on-going incremental expenses (likely 0.1%-0.2% annually)
are inconsequential in relation to the price improvement that shareholders
would receive if the share price converges with NAV. The Fund may claim this is
a one time benefit if they determine to oppose this sensible proposal, but
reality is that NAV is the trading price every day from that point forward,
allowing shareholders to obtain full value for their holdings, and the
liquidity to do so, at the time of their choosing. That is anything but a
one-time benefit, it is an every day benefit. It has been an unreachable
benefit so far for shareholders. Vote FOR this proposal to express your view
that this should change!

Perpetuating the closed-end structure when cumulative shareholder returns
are consistently impaired by the discount makes little sense. A closed-end fund
must deliver NAV returns that compensate for any drag from the discount over
the long run, or shareholders have not benefited from the structure - instead
they have been captive

to the structure. The Fund's dismal performance since inception indicates
shareholders have been prisoners for too long. If the Fund open-ends,
shareholders would be much better off economically than by perpetuating a
chronic discount any longer. Vote FOR this proposal to send that message to the
Board.

YOUR BOARD OF DIRECTORS URGES YOU TO VOTE AGAINST THE STOCKHOLDER'S
PROPOSAL, FOR THE REASONS DISCUSSED BELOW.

The Board of Directors has consistently considered alternatives for reducing
the Fund's discount, and has taken numerous actions towards that end over the
years. In an attempt to address the discount and enhance stockholder value, on
July 2, 1998, the Fund commenced an open market repurchase program (the
"Program") of outstanding shares of the Fund's common stock. Since the
inception of the Program, 14,886,634 shares, representing 20.78% of the Fund's
outstanding shares when the Program commenced, have been repurchased through
March 31, 2002. In a further attempt to address the discount and enhance
stockholder value, the Fund conducted a tender offer during the first quarter
of 2001 for 25% of the Fund's outstanding shares at 95% of net asset value. In
addition, as of the date of this Proxy Statement, the Fund is currently
conducting an additional tender offer for 15% of its outstanding shares at 95%
of net asset value. It is anticipated that upon the conclusion of the second
tender offer, a total of 20,718,812 shares, representing 36.08% of the Fund's
outstanding shares as of the date the first tender offer commenced, will have
been accepted for payment pursuant to the Fund's tender offers. Accordingly,
upon the conclusion of the second tender offer, it is expected that the Fund
will have purchased a total of 35,605,446 shares pursuant to the Program and
the tender offers, representing 49.69% of the Fund's outstanding shares as of
the commencement of the Program. The Board of Directors continues to consider
all available options for reducing the Fund's discount. As of May 2, 2002, the
discount at which the Fund's shares trade from net asset value was 14.56%.

The Board of Directors certainly understands, as described in the
description of Proposal 2 on page 12, that if the Fund were open-ended certain
stockholders would benefit as a result of the ability of stockholders to redeem
their shares at net asset value less the applicable redemption fee, if any, and
the fact that the Fund's shares would not trade at a discount or a premium.
Nevertheless, your Board of Directors does not believe that open-ending the
Fund would benefit stockholders generally, particularly longer-term
stockholders, and is strongly opposed to Proposal 2 for the following reasons:

Performance Impairment. As a closed-end fund, the Fund does not have to
have cash available to meet redemption requests on a daily basis and therefore,
its assets can be more fully invested. Moreover, the Fund is never forced to
sell securities at an inopportune time to meet redemption requests. Both
features would change if the Fund were to convert to an open-end fund. The Fund
would thereafter be required to alter its investments so as to maintain cash
reserves and portfolio liquidity to meet redemptions, and might be forced to
sell portfolio securities at inopportune times to obtain cash to meet
redemption requests. Both changes would be likely to have an adverse effect on
the Fund's performance. In addition, as the Investment Manager has advised the
Board, the Investment Manager would be constrained in its ability to add value
through appropriate diversification, sector allocation and investment in medium
and smaller capitalization companies as well as less liquid companies in a
manner consistent with the Fund's past practice or investor expectations. The
closed-end structure of the Fund allows it to invest in securities which the
Investment Manager deems appropriate to hold over the long term, with the
potential for higher returns than investments which are meant to be held for
short time periods. Open-ending the Fund may render the Fund unable to make
such long-term investments, which may adversely affect the Fund's performance.
Accordingly, if the Fund is open-ended, it would be less likely that the Fund
could continue its consistently strong relative performance of the past several
years in comparison with its benchmark market index, which is comprised of the
Morgan Stanley Capital International ("MSCI") Japan Net and MSCI All-Country
Asia-Pacific Free ex-Japan indices, with each index weighted equally (assuming
dividends to be gross of withholding tax and net of any domestic tax credits).
For the year ended December 31, 2001, the Fund outperformed its benchmark with
the Fund having a total return (based on net asset value per share) of -14.60%,
compared to -16.53% for its benchmark. For the five years ended December 31,

2001, the Fund outperformed its benchmark with the Fund having an average
annual return (based on net asset value per share) of -4.40%, compared to an
average of -8.25% for the Fund's benchmark. In addition, a number of studies
have indicated that open-end funds tend to perform less well than closed-end
funds with comparable investment objectives and policies.

Based on the experience of other closed-end funds that have open-ended in
recent years, open-ending would most likely result in the redemption within a
relatively short period thereafter of a large percentage of the Fund's
outstanding shares and the resulting need to liquidate a corresponding portion
of the Fund's portfolio. Because of the limited liquidity of the Asian-Pacific
equity markets, particularly for medium and smaller capitalization companies in
which the Fund invests, this could be accomplished only at a loss in the value
of the Fund's shares held by remaining stockholders as the result of the market
impact of the necessary portfolio liquidations. Moreover, the increased
redemption requests that the Fund would be required to meet if it were
open-ended would incur additional transaction costs, increasing the Fund's
expenses.

Continuing Viability. The redemption of a large percentage of the Fund's
outstanding shares upon its open-ending could reduce the Fund's assets to the
point that the Fund would be too small to be economically viable, in which case
the Investment Manager might recommend to the Board of Directors that the Fund
be liquidated. Moreover, while the Fund would attempt to sell new shares with a
view to offset reduction in the Fund's assets resulting from redemptions over
time, at present the Board of Directors is not confident that the Fund will be
successful in selling a sufficient number of shares to offset redemptions.
Therefore, over time it is likely that ongoing redemption of Fund shares will
reduce the size of the Fund, possibly to the point where it is no longer viable.

The Board of Directors has a significant concern that, if the Fund becomes
no longer viable, it will be necessary to liquidate the Fund. The remaining
stockholders in the Fund will have the burden of bearing the costs of
liquidation, including possibly tax liabilities, that stockholders who redeem
shortly after the Fund open-ends will not bear. For these reasons, the Board of
Directors may conclude that liquidation of the Fund would be fairer to the
Fund's Stockholders than open-ending.

Higher Expenses. Apart from its deleterious short-term and long-term
effects upon the Fund's ability to achieve its investment objective,
open-ending would, in the judgment of the Board of Directors, injure the Fund
and its stockholders in other ways. Importantly, as indicated below, the Fund's
per-share expense ratio would be likely to substantially increase, for several
reasons. First, those categories of Fund expenses that are more or less fixed
notwithstanding fluctuations in the Fund's asset size would be spread over a
substantially smaller asset base, proportionally increasing their per-share
effect. These include custody, audit and legal expenses. In order to protect
against this possibility, the Fund would be required to engage in a continuous
public offering of its shares intended at a minimum to offset redemptions.
This, in turn, would subject the Fund to further expenses and a corresponding
reduction in the Fund's return to stockholders. For example, if the Fund were
to be converted to an open-end fund, in order to market the Fund's shares
effectively, the Directors would likely recommend that the stockholders approve
a distribution plan for the Fund under Rule 12b-1 under the 1940 Act.

Additional legal, accounting and registration costs would be incurred by the
Fund to convert to an open-end fund. The Investment Manager estimates that
these conversion costs would be approximately $350,000. Further, if the Fund
were to convert to an open-end fund, it would engage in a continuous public
offering of its shares with the objection of selling new shares to help offset
the reduction in the Fund's assets that would result from redemptions. Engaging
in a continuous public offering would require the Fund to maintain, on an
annual basis, a current registration under federal securities laws, which
involves additional costs. The Fund would also incur printing costs and other
expenses in connection with maintaining a current prospectus. If the continuous
offering were not successful in raising substantial new assets for the Fund,
and redemptions were significantly more than new sales, the Fund's expense
ratio would likely increase from its current level, since, as set forth above,
fixed costs would be paid out of a smaller asset base. Finally, if the Fund
were open-ended, the increased transaction costs caused by increased
redemptions would cause a persistent rise in the Fund's expenses.

Conclusion. For all the foregoing reasons, the Board of Directors strongly
believes that, notwithstanding the benefit which those stockholders who would
wish to redeem their shares over the short term would derive from open-ending
the Fund, on balance the best interests of the Fund and its stockholders would
be substantially disadvantaged by such action. The Board of Directors does not
believe that open-ending the Fund would be in the best interests of its
stockholders.

ACCORDINGLY, YOUR BOARD OF DIRECTORS UNANIMOUSLY AGREES THAT THIS PROPOSAL
IS NOT IN THE BEST INTERESTS OF ALL STOCKHOLDERS OF THE FUND AND WOULD
SUBSTANTIALLY IMPAIR THE ABILITY OF THE FUND TO OPERATE EFFECTIVELY. YOUR BOARD
OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE AGAINST PROPOSAL NO. 2.

Voting Information

As the Proponent's proposal is presented as a recommendation to the Board of
Directors of the Fund, there is no law or regulation that specifies the vote
required to pass the proposal. Rather, in considering whether or not to take
any action to open-end or merge the Fund, the Board of Directors will give the
recommendation set forth in the proposal such weight as it believes appropriate
based on the voting of stockholders for the proposal. In general, it is
unlikely that the Board of Directors will accord the proposal any significant
weight unless it is approved by the holders of a substantial majority of the
Fund's outstanding shares.

Under the rules of the New York Stock Exchange, while brokers are permitted
to submit on behalf of their customers proxies with respect to the election of
the Fund's directors whether or not the brokers receive instructions from their
customers regarding how to vote, brokers are not permitted to submit proxies
with respect to the Proponent's proposal unless the brokers have received
instructions from the customers holding shares of the Fund as to how to vote on
that proposal. As a result, while there may be a quorum for the meeting as a
result of votes submitted by brokers on behalf of their customers for the
election of directors, it is likely, based on past experience, that the holders
of less than a majority of the outstanding shares of the Fund will vote on the
Proponent's proposal because many shareholders will have failed to instruct
their brokers on how to vote on that proposal.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

To the knowledge of the Fund's management, the following persons owned
beneficially more than 5% of the Fund's outstanding shares at April 25, 2002:

Percent
Name and Address of Beneficial Owner Amount and Nature of Beneficial Ownership of Class
- ------------------------------------ ------------------------------------------------ --------

Yale University 3,992,123 shares with sole voting power and sole 9.3%
Investments Office dispositive power(1)
230 Prospect Street
New Haven, CT 06511-2107

Wachovia Corporation 4,369,626 shares with sole voting power and sole 10.14%
One Wachovia Center dispositive power(2)
Charlotte, North Carolina 28288-0137

- --------
(1) Based on a Schedule 13G/A filed with the Commission on January 3, 2002.
(2) Based on a Schedule 13G filed with the Commission on February 13, 2002.

AUDIT COMMITTEE REPORT AND AUDITOR FEES

Report of the Audit Committee

At a meeting held on February 14, 2002, the Board of Directors of the Fund,
including a majority of the Directors who are not "interested persons," as
defined under the 1940 Act, of the Fund acting on the recommendation of the
Audit Committee of the Fund, selected Ernst & Young LLP to act as independent
accountants for the Fund for the fiscal year ending December 31, 2002. The
Audit Committee has received the written disclosures and the letter from Ernst
& Young LLP required by Independence Standards Board No. 1 and has discussed
with Ernst & Young LLP their independence with respect to the Fund. The Fund
knows of no direct financial or material indirect financial interest of Ernst &
Young LLP in the Fund.

The Fund's financial statements for the fiscal year ended December 31, 2001
were audited by Ernst & Young LLP. The Audit Committee has reviewed and
discussed the audited financial statements of the Fund with management of the
Fund. The Audit Committee has further discussed with Ernst & Young LLP the
matters required to be discussed by Statement on Auditing Standards No. 61.
Based on the foregoing review and discussions, the Audit Committee recommended
to the Board of Directors that the audited financial statements for the fiscal
year ended December 31, 2001 be included in the Fund's most recent annual
report.

Joseph J. Kearns, Chairman of the Audit
Committee
Gerard E. Jones, Member of the Audit
Committee
John D. Barrett II, Member of the Audit
Committee
C. Oscar Morong, Jr., Member of the Audit
Committee
Vincent R. McLean, Member of the Audit
Committee

Audit Fees

The aggregate fees paid to Ernst & Young LLP in connection with the annual
audit of the Fund's financial statements for the fiscal year ended December 31,
2001 was $55,000.

Financial Information Systems Design and Implementation Fees

There were no professional services rendered by Ernst & Young LLP to the
Fund, the Manager or affiliated entities that provide services to the Fund for
the fiscal year ended December 31, 2001 relating to financial design and
implementation.

All Other Fees

The aggregate fees billed for professional services rendered by Ernst &
Young LLP for all other services provided to the Fund, the Manager and to
affiliated entities that provide services to the Fund for the fiscal year ended
December 31, 2001 amounted to $3.8 million, which figure includes (i)
audit-related fees of $100,000 for the issuance of a report under Statement on
Accounting Standards No. 70 titled "Reports on the Processing of Transactions
by Service Organizations" and (ii) all other fees of $3.7 million related to
services such as performance attestation, operational control reviews, business
interruption insurance recovery assistance, process improvement and
reengineering, tax consulting and educational seminars. The Audit Committee
also reviewed information regarding other services provided to affiliates of
the Manager by Ernst & Young LLP and the fees received by Ernst & Young LLP for
those services. In addition, all other fees for services provided to the Fund
were $2,600, relating to the review of the Fund's tax returns. The Audit
Committee has considered whether the provision of non-audit services and the
provision of services to affiliates of the Manager is compatible with
maintaining the independence of Ernst & Young LLP.

Certain Other Matters Concerning the Fund's Independent Auditors

On July 5, 2000, PricewaterhouseCoopers LLP resigned as the independent
accountants for the Fund. At a meeting held on June 15, 2000, the Board of
Directors of the Fund, including a majority of the Directors who are not
"interested persons," as defined under the 1940 Act, of the Fund acting on the
recommendation of the Audit Committee of the Fund, appointed Ernst & Young LLP
as independent accountants for the Fund, effective with the resignation of
PricewaterhouseCoopers LLP. The appointment of Ernst & Young as independent
accountants for the Fund was ratified by the stockholders of the Fund on August
1, 2000 at the Fund's reconvened annual meeting of stockholders. In connection
with its audits for 1998 and 1999 and through July 5, 2000, the date of
PricewaterhouseCoopers LLP's resignation as the independent accountant for the
Fund, there were no disagreements with PricewaterhouseCoopers LLP on any
matters of accounting principles or practices, financial statement disclosure
or auditing scope or procedure, which disagreements if not resolved to the
satisfaction of PricewaterhouseCoopers LLP would have caused it to make
reference thereto in its report on the financial statements of the Fund for
such years. Each report of PricewaterhouseCoopers LLP on the financial
statements of the Fund for such years contained no adverse opinion or
disclaimer of opinion, and was not qualified or modified as to uncertainty,
audit scope or accounting principles.

OTHER MATTERS

No business other than as set forth herein is expected to come before the
Meeting, but should any other matter requiring a vote of stockholders arise,
including any question as to an adjournment of the Meeting, the persons named
in the enclosed Proxy Card will vote thereon according to their best judgment
in the interests of the Fund.

STOCKHOLDER PROPOSALS FOR 2003 ANNUAL MEETING

A stockholder's proposal intended to be presented at the Fund's Annual
Meeting of Stockholders in 2003, if one is held, must be received by the Fund
on or before December 19, 2002, in order to be included in the Fund's proxy
statement and proxy card relating to that meeting. Any stockholder who desires
to bring a proposal at the Fund's Annual Meeting of Stockholders in 2003,
without including such proposal in the Fund's proxy statement, must deliver
written notice thereof to the Secretary of the Fund not before March 6, 2003
and not later than April 5, 2003, in the manner and form required by the Fund's
Amended and Restated By-Laws.

MARY E. MULLIN
Secretary

Dated: May 7, 2002

STOCKHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WHO WISH TO
HAVE THEIR SHARES VOTED ARE REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY CARD
AND RETURN IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.

PROXY CARD

MORGAN STANLEY ASIA-PACIFIC FUND, INC.

C/O MORGAN STANLEY INVESTMENT MANAGEMENT INC.
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020

THIS PROXY CARD IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby constitutes and appoints RONALD E. ROBISON,
STEFANIE V. CHANG and MARY E. MULLIN, and each of them, as proxies for the
undersigned, with full power of substitution and resubstitution, and hereby
authorizes said proxies, and each of them, to represent and vote, as designated
on the reverse side, all stock of the above Fund held of record by the
undersigned on April 8, 2002 at the Annual Meeting of Stockholders to be held on
June 6, 2002, and at any adjournment thereof. The undersigned hereby revokes any
and all proxies with respect to such stock heretofore given by the undersigned.
The undersigned acknowledges receipt of the Proxy Statement dated May 7, 2002.

(CONTINUED AND TO BE SIGNED AND DATED ON REVERSE SIDE)
SEE REVERSE SIDE

[X] Please mark your votes as in this sample.

1. Election of the following nominees as Directors:

FOR WITHHELD

[ ] [ ] Class I Nominee:
Ronald E. Robison, Joseph J. Kearns, Michael Nugent
and Fergus Reid

--------------------------------------------------
For all nominees except as noted above

2. Approval of a recommendation that the Board of Directors convert the
Fund to an open-end fund or merge the Fund with an open-end fund, as
set forth in Proposal No. 2.

FOR AGAINST ABSTAIN

[ ] [ ] [ ]

This Proxy Card when properly executed will be voted in the manner directed
herein by the undersigned stockholder, and in the discretion of such proxies,
upon any and all other business as may properly come before the Meeting or any
adjournment thereof. If no direction is made, this Proxy Card will be voted for
the election of the nominees as Directors for the Fund and will be voted against
Proposal No. 2 as set forth above.

PLEASE SIGN EXACTLY AS YOUR NAME APPEARS. WHEN SHARES ARE HELD BY JOINT
TENANTS, EACH JOINT TENANT MUST SIGN.

SIGNATURES(S)___________________________________
DATE _______________, 2002

When signing as attorney, executor, administrator, trustee, guardian or
custodian, please sign full title as such. If a corporation, please sign full
corporate name by authorized officer and indicate the signer's office.

If a partnership, please sign in partnership name. PLEASE MARK, SIGN, DATE
AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW [ ]