[ANNOTATED FORM N-CSR FOR ANNUAL REPORTS]

                                  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: 811-07694
       -------------------------------------------------

Morgan Stanley Emerging Markets Debt Fund, Inc.
--------------------------------------------------------------------------------
               (Exact name of registrant as specified in charter)

1221 Avenue of the America's 22nd Floor New York, NY 10020
--------------------------------------------------------------------------------
      (Address of principal executive offices)                  (Zip code)

Ronald E. Robison
1221 Avenue of the Americas, 33rd Floor New York, New York 10020
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

Registrant's telephone number, including area
code: 1-800-221-6726
     -----------------------------------

Date of fiscal year
end: 12/31
    --------------------------------------------------------------
Date of reporting
period: 12/31
       --------------------------------------------------------------


ITEM 1.  REPORTS TO STOCKHOLDERS.

The Fund's as annual report transmitted to shareholders pursuant to Rule 30e-1
under the Investment Company Act of 1940 is as follows: [Provide annual report.]



MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC.

DIRECTORS
Charles A. Fiumefreddo

Michael Bozic

Edwin J. Garn

Wayne E. Hedien

James F. Higgins

Dr. Manuel H. Johnson

Joseph J. Kearns

Michael Nugent

Philip J. Purcell

Fergus Reid

OFFICERS
Charles A. Fiumefreddo
CHAIRMAN OF THE BOARD

Mitchell M. Merin
PRESIDENT

Ronald E. Robison
EXECUTIVE VICE PRESIDENT
AND PRINCIPAL EXECUTIVE
OFFICER

Joseph J. McAlinden
VICE PRESIDENT

Barry Fink
VICE PRESIDENT

Stefanie V. Chang
VICE PRESIDENT

James W. Garrett
TREASURER AND CHIEF
FINANCIAL OFFICER

Michael J. Leary
ASSISTANT TREASURER

Mary E. Mullin
SECRETARY

INVESTMENT ADVISER
Morgan Stanley Investment Management Inc.
1221 Avenue of the Americas
New York, New York 10020

ADMINISTRATOR
JPMorgan Investor Services Company
73 Tremont Street
Boston, Massachusetts 02108

CUSTODIAN
JPMorgan Chase Bank
270 Park Avenue
New York, New York 10017

STOCKHOLDER SERVICING AGENT
American Stock Transfer & Trust Company
59 Maiden Lane
New York, New York 10030
1-(800) 278-4353

LEGAL COUNSEL
Clifford Chance US LLP
200 Park Avenue
New York, New York 10166

INDEPENDENT AUDITORS
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116

For additional Fund information, including the Fund's net asset value per share
and information regarding the investments comprising the Fund's portfolio,
please call 1-800-221-6726 or visit our website at www.morganstanley.com/im.


(C) 2004 Morgan Stanley


ANNUAL REPORT

DECEMBER 31, 2003


[MORGAN STANLEY LOGO]


MORGAN STANLEY
EMERGING MARKETS DEBT FUND,
INC.


MORGAN STANLEY
INVESTMENT MANAGEMENT INC.
INVESTMENT ADVISER



                                 MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC.

                                 Overview

LETTER TO STOCKHOLDERS

PERFORMANCE

For the year ended December 31, 2003, the Morgan Stanley Emerging Markets Debt
Fund, Inc. (the "Fund") had a total return, based on net asset value per share
of 31.44%, compared to 25.66% for the J.P. Morgan Emerging Markets Bond Index
Global (the "Index"). On December 31, 2003, the closing price of the Fund's
shares on the New York Stock Exchange was $9.76, representing a 4.7% discount to
the Fund's net asset value per share.

FACTORS AFFECTING PERFORMANCE

   -  By almost any measure, 2003 was a remarkable year for emerging markets
      debt (EMD) investors. With the exception of a brief summer respite, the
      market rallied from start to finish with yield spreads on the J.P. Morgan
      Emerging Markets Bond Index Index plummeting by more than 300 basis points
      versus U.S. Treasuries. Thanks to this significant yield-spread
      compression and attractive coupon income, the asset class generated total
      returns in excess of 25 percent -- one of its best years on record.

   -  Supportive external conditions -- including strong global economic growth,
      rising commodity prices and ample global liquidity -- in conjunction with
      significant improvements in emerging markets fundamentals led to a
      dramatic reduction of sovereign risk and improved credit quality over the
      course of the year. Most remarkably, Moody's upgrade of Russia's
      credit-quality rating to Baa3 shifted over half of the Index's market
      value to investment-grade status; clearly, this represented a dramatic
      change from the 1998 environment when Russia's default led many to
      speculate about the "death" of the asset class.

   -  Investors' EMD perceptions shifted remarkably during 2003, leading to
      significant new inflows into the asset class. This was perhaps the first
      year in which the notion that EMD could provide a diversified source of
      income to most fixed-income strategies gained widespread support.
      Improving fundamentals and a ten-year history of high returns and
      declining volatility attracted strategic investors in search of additional
      yield to meet liabilities or funding requirements.

MANAGEMENT STRATEGIES

   -  Key factors contributing to the Fund's favorable relative performance last
      year included overweights in Brazil, Peru and Russia, as well as an
      underweight to the Asian region. In addition, effective interest-rate risk
      management during the second half of the year aided performance. An
      underweight allocation to Ecuador, part of the year, detracted from
      relative returns.

   -  From a country-specific standpoint, both Brazil and Ecuador generated some
      of the asset class' best returns last year. In both cases, the newly
      elected presidents pleasantly surprised deeply skeptical investors with
      their ability to implement reasonable policies. In Brazil, President Lula
      adhered to cautious fiscal and monetary policies and negotiated approval
      of crucial structural reforms with the Brazilian congress. In Ecuador,
      President Gutierrez's adherence to International Monetary Fund commitments
      -- albeit with hiccups -- allowed his nation to benefit from higher oil
      production and prices. Better-than-expected economic performance and
      favorable external conditions led the value of Brazilian and Ecuadorian
      assets to increase by almost 70 percent and 100 percent, respectively,
      during 2003.

Sincerely,

/s/ Ronald E. Robison

Ronald E. Robison
Executive Vice President and Principal Executive Officer


                                                                    January 2004

2


                                 MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC.

                                 STATEMENT OF NET ASSETS
                                 December 31, 2003

STATEMENT OF NET ASSETS
(SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENTS)



                                                      FACE
                                                    AMOUNT                 VALUE
                                                     (000)                 (000)
--------------------------------------------------------------------------------
                                                            
DEBT INSTRUMENTS (100.0%)
ARGENTINA (1.1%)
SOVEREIGN (1.1%)
  Republic of Argentina
    2.063%, 3/31/23                         $        1,790 (d)    $          895
    76.953%, 4/10/05                                 4,290 (d)             1,437
  Republic of Argentina Par Bond
    6.00%, 3/31/23                                     644 (d)               319
--------------------------------------------------------------------------------
                                                                           2,651
================================================================================
BRAZIL (24.8%)
SOVEREIGN (24.8%)
  Federative Republic of Brazil
    8.875%, 4/15/24                                 13,980 (a)            13,648
    11.00%, 8/17/40                                 14,370                15,879
    11.25%, 7/26/07                                  5,340                 6,274
    12.25%, 3/6/30                                   4,200                 5,250
    14.50%, 10/15/09                                 7,500                 9,844
  Federative Republic of Brazil, PIK
    8.00%, 4/15/14                                   7,438 (a)             7,354
--------------------------------------------------------------------------------
                                                                          58,249
================================================================================
BULGARIA (1.6%)
SOVEREIGN (1.6%)
  Republic of Bulgaria
    8.25%, 1/15/15                                   3,189                 3,765
================================================================================
CHILE (2.0%)
CORPORATE (2.0%)
  Empresa Nacional de Petroleo
    6.75%, 11/15/12                                  4,170 (b)             4,599
================================================================================
COLOMBIA (1.5%)
SOVEREIGN (1.5%)
  Republic of Colombia
    9.75%, 4/9/11                                    3,133                 3,572
================================================================================
DOMINICAN REPUBLIC (0.7%)
SOVEREIGN (0.7%)
  Dominican Republic
    9.04%, 1/23/13                                   2,140                 1,594
================================================================================
ECUADOR (4.6%)
SOVEREIGN (4.6%)
  Republic of Ecuador
    7.00%, 8/15/30                                  13,980 (c)            10,835
================================================================================
INDIA (0.0%)
CORPORATE (0.0%)
  Surashtra Cement and Chemical Ltd.
    19.00%                                  INR     30,000 (d)(f)             --@
================================================================================
INDONESIA (2.0%)
CORPORATE (2.0%)
  Pindo Deli Finance (Mauritius)
    10.75%, 10/1/07                         $       11,610 (b)(d) $        2,438
  Tjiwi Kimia Finance Mauritius Ltd.
    10.00%, 8/1/04                                   1,630 (d)               530
  Tjiwi Kimia International Global Bond
    13.25%, 8/1/49                                   4,990 (d)             1,622
--------------------------------------------------------------------------------
                                                                           4,590
================================================================================
IVORY COAST (0.1%)
SOVEREIGN (0.1%)
  Republic of Ivory Coast
    2.00%, 3/29/18                                   2,045                   327
================================================================================
MALAYSIA (1.5%)
SOVEREIGN (1.5%)
  Government of Malaysia
    7.50%, 7/15/11                                   3,060                 3,628
================================================================================
MEXICO (20.7%)
CORPORATE (6.2%)
  Pemex Project Funding Master Trust
    2.95%, 10/15/09                                  2,410 (b)(g)          2,464
    9.125%, 10/13/10                                 4,040                 4,818
  Petroleos Mexicanos
    9.50%, 9/15/27                                   2,700                 3,227
  Petroleos Mexicanos (Registered)
    8.625%, 12/1/23                                  1,740                 1,918
  Satelites Mexicanos SA de CV, 'B'
    10.125%, 11/1/04                                 4,433 (d)             2,017
--------------------------------------------------------------------------------
                                                                          14,444
--------------------------------------------------------------------------------
SOVEREIGN (14.5%)
  United Mexican States
    8.375%, 1/14/11                                  7,080                 8,425
    10.375%, 2/17/09                                 1,510                 1,918
    11.375%, 9/15/16                                16,680                23,685
--------------------------------------------------------------------------------
                                                                          34,028
--------------------------------------------------------------------------------
                                                                          48,472
================================================================================
NIGERIA (1.1%)
SOVEREIGN (1.1%)
  Central Bank of Nigeria Par Bond
    6.25%, 11/15/20                                  3,000 (c)             2,670
================================================================================
PANAMA (1.6%)
SOVEREIGN (1.6%)
  Republic of Panama
    9.375%, 4/1/29                                   1,890                 2,136
    9.625%, 2/8/11                                   1,370                 1,589
--------------------------------------------------------------------------------
                                                                           3,725
================================================================================


    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

                                                                               3


                                 MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC.

                                 STATEMENT OF NET ASSETS
                                 December 31, 2003

STATEMENT OF NET ASSETS (CONT'D)



                                                      FACE
                                                    AMOUNT                 VALUE
                                                     (000)                 (000)
--------------------------------------------------------------------------------
                                                            
PERU (3.2%)
SOVEREIGN (3.2%)
  Republic of Peru
    8.75%, 11/21/33                         $        2,360        $        2,372
    9.875%, 2/6/15                                   4,320                 5,033
--------------------------------------------------------------------------------
                                                                           7,405
================================================================================
PHILIPPINES (1.7%)
SOVEREIGN (1.7%)
  Republic of Philippines
    9.375%, 1/18/17                                  3,686                 3,990
================================================================================
QATAR (0.8%)
SOVEREIGN (0.8%)
  State of Qatar
    9.75%, 6/15/30                                   1,260                 1,783
================================================================================
RUSSIA (20.6%)
SOVEREIGN (20.6%)
  Russian Federation
    5.00%, 3/31/30                                  25,885 (c)            25,044
    5.00%, 3/31/30                                   4,684 (b)(c)          4,532
    8.25%, 3/31/10                                   3,760                 4,202
    11.00%, 7/24/18                                  7,051                 9,501
    12.75%, 6/24/28                                  3,120                 4,968
--------------------------------------------------------------------------------
                                                                          48,247
================================================================================
SOUTH AFRICA (1.9%)
SOVEREIGN (1.9%)
  Republic of South Africa
    8.50%, 6/23/17                                   3,630                 4,347
================================================================================
SOUTH KOREA (0.6%)
SOVEREIGN (0.6%)
  Republic of Korea
    4.25%, 6/1/13                                    1,525                 1,476
================================================================================
TUNISIA (0.4%)
CORPORATE (0.4%)
  Banque Centrale de Tunisie
    7.375%, 4/25/12                                    750                   846
================================================================================
TURKEY (2.9%)
SOVEREIGN (2.9%)
  Republic of Turkey
    11.50%, 1/23/12                                  2,890                 3,692
    11.75%, 6/15/10                                  1,110                 1,410
    12.375%, 6/15/09                                 1,380                 1,773
--------------------------------------------------------------------------------
                                                                           6,875
================================================================================
UKRAINE (1.0%)
SOVEREIGN (1.0%)
  Ukraine Government
    11.00%, 3/15/07                                  2,202                 2,460
================================================================================
VENEZUELA (3.6%)
SOVEREIGN (3.6%)
  Republic of Venezuela
    9.25%, 9/15/27                          $        2,820        $        2,580
    10.75%, 9/19/13                                  5,420 (b)             5,813
--------------------------------------------------------------------------------
                                                                           8,393
================================================================================
TOTAL DEBT INSTRUMENTS
  (Cost $218,659)                                                        234,499
================================================================================


                                                    NO. OF
                                                  WARRANTS
--------------------------------------------------------------------------------
                                                                        
WARRANTS (0.0%)
COLOMBIA (0.0%)
  Occidente y Caribe Celular,
    expiring 3/15/04                                69,200 (e)(f)             --@
================================================================================
NIGERIA (0.0%)
  Central Bank of Nigeria,
    expiring 11/15/20                                8,750 (e)(f)             --@
================================================================================
VENEZUELA (0.0%)
  Republic of Venezuela Oil-
    Linked Payment Obligation
    0.00%, 4/15/20                                  11,350 (e)(g)             --@
--------------------------------------------------------------------------------
TOTAL WARRANTS
  (Cost $44)                                                                  --@
================================================================================


                                                      FACE
                                                    AMOUNT
                                                     (000)
--------------------------------------------------------------------------------
                                                                   
FOREIGN CURRENCY ON DEPOSIT WITH
CUSTODIAN (0.0%)
  Euro                                      EUR         46                    58
  Indian Rupee                              INR         --@                   --@
--------------------------------------------------------------------------------
TOTAL FOREIGN CURRENCIES
  (Cost $54)                                            58
================================================================================
TOTAL INVESTMENTS (100.0%)
  (Cost $218,757)                                                        234,557
================================================================================


    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

4


                                 MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC.

                                 STATEMENT OF NET ASSETS
                                 December 31, 2003

STATEMENT OF NET ASSETS (CONT'D)



                                                    AMOUNT                AMOUNT
                                                     (000)                 (000)
--------------------------------------------------------------------------------
                                                            
OTHER ASSETS
  Cash                                      $            5
  Interest Receivable                                5,212
  Due from Broker                                    1,783
  Other                                                  8        $        7,008
================================================================================
LIABILITIES
  Payable For:
    Dividends Declared                              (5,984)
    Reverse Repurchase Agreements                   (9,440)
    Investment Advisory Fees                          (193)
    Directors' Fees and Expenses                       (83)
    Custodian Fees                                     (10)
    Administrative Fees                                (11)
    Other Liabilities                                  (60)              (15,781)
================================================================================
NET ASSETS
  Applicable to 22,046,681, issued and
    outstanding $ 0.01 par value shares
    (100,000,000 shares authorized)                               $      225,784
================================================================================
NET ASSET VALUE PER SHARE                                         $        10.24
================================================================================
AT DECEMBER 31, 2003, NET ASSETS
  CONSISTED OF:
  Common Stock                                                    $          220
  Paid-in Capital                                                        279,066
  Undistributed (Distributions in Excess
    of) Net Investment Income                                               (523)
  Accumulated Net Realized Gain (Loss)                                   (67,880)
  Unrealized Appreciation (Depreciation)
    on Investments, Futures and Foreign
    Currency Translations                                                 14,901
================================================================================
TOTAL NET ASSETS                                                  $      225,784
================================================================================


(a) -- Denotes all or a portion of securities subject to repurchase under the
       Reverse Repurchase Agreements as of December 31, 2003. See note A-3 to
       financial statements
(b) -- 144A Security - Certain conditions for public sale may exist.
(c) -- Step Bond - coupon rate increases in increments to maturity. Rate
       disclosed is as of December 31, 2003. Maturity date disclosed is ultimate
       maturity.
(d) -- Security is in default.
(e) -- Non-income producing.
(f) -- Securities valued at fair value - see note A-1 to financial statements.
       At December 31, 2003, the Fund held less than $500 of fair-valued
       securities representing less than 0.05% of net assets.
(g) -- Variable/floating rate security - rate disclosed is as of December 31,
       2003.
@   -- Face Amount/Value is less than $500.
PIK -- Payment-in-Kind. Income may be paid in additional securities or cash at
       the discretion of the issuer.


FUTURES CONTRACTS:

  The Fund had the following futures contract(s) open at period end:



                                                                       NET
                                                                    UNREALIZED
                                  NUMBER                           APPRECIATION
                                    OF      VALUE     EXPIRATION  (DEPRECIATION)
                                 CONTRACTS  (000)        DATE         (000)
--------------------------------------------------------------------------------
                                                      
 SHORT:
5 Year U.S. Treasury Note              869  $ 97,002   March-04   $        (720)
10 Year U.S. Treasury Note             215  $ 24,137   March-04            (184)
--------------------------------------------------------------------------------
                                                                  $        (904)
================================================================================


    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

                                                                               5


                                 MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC.

                                 Financial Statements

STATEMENT OF OPERATIONS



                                                                      YEAR ENDED
                                                               DECEMBER 31, 2003
                                                                           (000)
--------------------------------------------------------------------------------
                                                                 
INVESTMENT INCOME
  Interest                                                          $     19,588
================================================================================
EXPENSES
  Investment Advisory Fees                                                 2,113
  Professional Fees                                                          107
  Interest Expense on Reverse Repurchase Agreements                           96
  Administrative Fees                                                         76
  Custodian Fees                                                              56
  Country Tax Expense                                                         42
  Directors' Fees and Expenses                                                25
  Stockholder Reporting Expenses                                              23
  Stockholder Servicing Agent                                                 17
  Other Expenses                                                              78
================================================================================
    TOTAL EXPENSES                                                         2,633
================================================================================
      NET INVESTMENT INCOME                                               16,955
================================================================================
NET REALIZED GAIN (LOSS) ON:
  Investments                                                             26,492
  Foreign Currency Transactions                                              (64)
  Futures                                                                 (1,537)
================================================================================
    NET REALIZED GAIN (LOSS)                                              24,891
================================================================================
CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) ON:
  Investments                                                             14,734
  Foreign Currency Translations                                               (1)
  Futures                                                                   (537)
================================================================================
    CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION)                      14,196
================================================================================
NET REALIZED GAIN (LOSS) AND CHANGE IN UNREALIZED
  APPRECIATION (DEPRECIATION)                                             39,087
================================================================================
  NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM
    OPERATIONS                                                      $     56,042
================================================================================


STATEMENT OF CHANGES IN NET ASSETS



                                                  YEAR ENDED          YEAR ENDED
                                           DECEMBER 31, 2003   DECEMBER 31, 2002
                                                       (000)               (000)
--------------------------------------------------------------------------------
                                                              
INCREASE (DECREASE) IN NET ASSETS
Operations:
  Net Investment Income                         $     16,955        $     14,837
  Net Realized Gain (Loss)                            24,891               4,226
  Change in Unrealized Appreciation
    (Depreciation)                                    14,196                (117)
================================================================================
NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS                           56,042              18,946
================================================================================
Distributions from and/or in excess of:
  Net Investment Income                              (16,566)            (14,551)
================================================================================
  TOTAL INCREASE (DECREASE)                           39,476               4,395
================================================================================
Net Assets:
  Beginning of Period                                186,308             181,913
================================================================================
  END OF PERIOD (INCLUDING UNDISTRIBUTED
    (DISTRIBUTIONS IN EXCESS OF) NET
    INVESTMENT INCOME OF $(523) AND
    $(892), RESPECTIVELY)                       $    225,784        $    186,308
================================================================================


     THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS

6


                                 MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC.

                                 Financial Statements

STATEMENT OF CASH FLOWS



                                                                      YEAR ENDED
                                                               DECEMBER 31, 2003
                                                                           (000)
--------------------------------------------------------------------------------
                                                                 
CASH FLOWS FROM OPERATING ACTIVITIES:
  Proceeds from Sales and Maturities of Long-Term Investments       $    405,478
  Purchases of Long-Term Investments                                    (407,551)
  Net (Increase) Decrease in Short-Term Investments                        1,803
  Net (Increase) Decrease in Foreign Currency Holdings                       (58)
  Net Realized Gain (Loss) on Foreign Currency Translations                  (64)
  Net Realized Gain (Loss) on Futures Contracts                           (1,537)
  Net Investment Income                                                   16,955
  ADJUSTMENTS TO RECONCILE NET INVESTMENT INCOME TO NET CASH
    PROVIDED BY OPERATING ACTIVITIES:
    Net (Increase) Decrease in Receivables Related to Operations          (1,237)
    Net Increase (Decrease) in Payables Related to Operations                (23)
    Accretion/Amortization of Discounts and Premiums                      (2,186)
--------------------------------------------------------------------------------
  Net Cash Provided by Operating Activities                               11,580
--------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash Received for Reverse Repurchase Agreements                        478,146
  Cash Paid for Reverse Repurchase Agreements                           (476,109)
  Cash Distributions Paid                                                (13,889)
--------------------------------------------------------------------------------
  Net Cash Used for Financing Activities                                 (11,852)
--------------------------------------------------------------------------------
  Net Increase (Decrease) in Cash                                           (272)
CASH AT BEGINNING OF PERIOD                                                  277
--------------------------------------------------------------------------------
CASH AT END OF PERIOD                                               $          5
================================================================================


    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

                                                                               7


                                 MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC.

                                 Financial Highlights

SELECTED PER SHARE DATA AND RATIOS



                                                                                 YEAR ENDED DECEMBER 31,
                                                          --------------------------------------------------------------
                                                                2003         2002         2001         2000         1999
------------------------------------------------------------------------------------------------------------------------
                                                                                               
NET ASSET VALUE, BEGINNING OF PERIOD                      $     8.45   $     8.25   $     8.22   $     8.36   $     7.01
------------------------------------------------------------------------------------------------------------------------
Net Investment Income                                           0.77+        0.67+        0.80         1.23         1.09
Net Realized and Unrealized Gain (Loss) on Investments          1.77         0.19         0.08        (0.29)        1.27
------------------------------------------------------------------------------------------------------------------------
    Total from Investment Operations                            2.54         0.86         0.88         0.94         2.36
------------------------------------------------------------------------------------------------------------------------
Distributions from and/or in excess of:
  Net Investment Income                                        (0.75)       (0.66)       (0.85)       (1.08)       (1.01)
------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                            $    10.24   $     8.45   $     8.25   $     8.22   $     8.36
========================================================================================================================
PER SHARE MARKET VALUE, END OF PERIOD                     $     9.76   $     7.55   $     7.40   $     6.88   $     6.81
========================================================================================================================
TOTAL INVESTMENT RETURN:
  Market Value                                                 40.21%       11.11%       20.65%       16.49%        8.55%
  Net Asset Value (1)                                          31.44%       11.54%       12.50%       13.50%       36.58%
========================================================================================================================
RATIOS, SUPPLEMENTAL DATA:

NET ASSETS, END OF PERIOD (THOUSANDS)                     $  225,784   $  186,308   $  181,913   $  181,134   $  184,269
------------------------------------------------------------------------------------------------------------------------
Ratio of Expenses to Average Net Assets                         1.25%        1.34%        1.61%        2.32%        2.28%
Ratio of Expenses Excluding Interest Expense to Average
  Net Assets                                                    1.20%        1.29%        1.41%        1.34%        1.35%
Ratio of Net Investment Income to Average Net Assets            8.04%        8.11%        9.73%       14.31%       14.53%
Portfolio Turnover Rate                                          187%         149%         233%         272%         178%
------------------------------------------------------------------------------------------------------------------------


(1) Total investment return based on net asset value per share reflects the
    effects of changes in net asset value on the performance of the Fund during
    each period, and assumes dividends and distributions, if any, were
    reinvested. This percentage is not an indication of the performance of a
    stockholder's investment in the Fund based on market value due to
    differences between the market price of the stock and the net asset value
    per share of the Fund.
+   Per share amounts are based on average shares outstanding.

    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

8


                                 MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC.

                                 December 31, 2003

NOTES TO FINANCIAL STATEMENTS

     Morgan Stanley Emerging Markets Debt Fund, Inc. (the "Fund") was
incorporated in Maryland on May 6, 1993, and is registered as a non-diversified,
closed-end management investment company under the Investment Company Act of
1940, as amended. The Fund's primary investment objective is to produce high
current income and as a secondary objective, to seek capital appreciation,
through investments primarily in debt securities.

A.   ACCOUNTING POLICIES: The following significant accounting policies are in
conformity with accounting principles generally accepted in the United States.
Such policies are consistently followed by the Fund in the preparation of its
financial statements. Accounting principles generally accepted in the United
States may require management to make estimates and assumptions that affect the
reported amounts and disclosures in the financial statements. Actual results may
differ from those estimates.

1.   SECURITY VALUATION: Equity securities listed on a U.S. exchange are valued
     at the latest quoted sales price on the valuation date. Equity securities
     listed or traded on NASDAQ, for which market quotations are available, are
     valued at the NASDAQ Official Closing Price. Securities listed on a foreign
     exchange are valued at their closing price. Unlisted securities and listed
     securities not traded on the valuation date for which market quotations are
     readily available are valued at the mean between the current bid and asked
     prices obtained from reputable brokers. Bonds and other fixed income
     securities may be valued according to the broadest and most representative
     market. In addition, bonds and other fixed income securities may be valued
     on the basis of prices provided by a pricing service. The prices provided
     by a pricing service take into account broker dealer market price
     quotations for institutional size trading in similar groups of securities,
     security quality, maturity, coupon and other security characteristics as
     well as any developments related to the specific securities. Debt
     securities purchased with remaining maturities of 60 days or less are
     valued at amortized cost, if it approximates value.

     All other securities and investments for which market values are not
     readily available, including restricted securities, and those securities
     for which it is inappropriate to determine prices in accordance with the
     aforementioned procedures, are valued at fair value as determined in good
     faith under procedures adopted by the Board of Directors, although the
     actual calculations may be done by others. Factors considered in making
     this determination may include, but are not limited to, information
     obtained by contacting the issuer, analysts, or the appropriate stock
     exchange (for exchange-traded securities), analysis of the issuer's
     financial statements or other available documents and, if necessary,
     available information concerning other securities in similar circumstances.

     Most foreign markets close before the New York Stock Exchange (NYSE).
     Occasionally, developments that could affect the closing prices of
     securities and other assets may occur between the times at which valuations
     of such securities are determined (that is, close of the foreign market on
     which the securities trade) and the close of business on the NYSE. If these
     developments are expected to materially affect the value of the securities,
     the valuations may be adjusted to reflect the estimated fair value as of
     the close of the NYSE, as determined in good faith under procedures
     established by the Board of Directors.

2.   REPURCHASE AGREEMENTS: The Fund may enter into repurchase agreements under
     which the Fund lends excess cash and takes possession of securities with an
     agreement that the counterparty will repurchase such securities. In
     connection with transactions in repurchase agreements, a bank as custodian
     for the Fund takes possession of the underlying securities (collateral),
     with a market value at least equal to the amount of the repurchase
     transaction, including principal and accrued interest. To the extent that
     any repurchase transaction exceeds one business day, the value of the
     collateral is marked-to-market on a daily basis to determine the adequacy
     of the collateral. In the event of default on the obligation to repurchase,
     the Fund has the right to liquidate the collateral and apply the proceeds
     in satisfaction of the obligation. In the event of default or bankruptcy by
     the counterparty to the agreement, realization and/or retention of the
     collateral or proceeds may be subject to legal proceedings.

     The Fund, along with other affiliated investment companies, may utilize a
     joint trading account for the purpose of entering into one or more
     repurchase agreements.

3.   REVERSE REPURCHASE AGREEMENTS: The Fund may enter into reverse repurchase
     agreements with institutions that the Fund's investment adviser has
     determined are creditworthy. Under a reverse repurchase agreement, the Fund
     sells securities and agrees to repurchase them at a mutually agreed upon
     date and price. Reverse repurchase agreements involve the risk that the
     market value of the securities purchased with the proceeds from the sale of
     securities received by the Fund may decline below the price of the
     securities the Fund

                                                                               9


                                 MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC.

                                 December 31, 2003

NOTES TO FINANCIAL STATEMENTS (CONT'D)

     is obligated to repurchase. Reverse repurchase agreements also involve
     credit risk with the counterparty to the extent that the value of
     securities subject to repurchase exceed the Fund's liability under the
     reverse repurchase agreement. Securities subject to repurchase under
     reverse repurchase agreements, if any, are designated as such in the
     Statement of Net Assets.

     At December 31, 2003, the Fund had reverse repurchase agreements
     outstanding with Lehman Brothers as follows:



                                                                     MATURITY IN
                                                                       LESS THAN
                                                                        365 DAYS
     ---------------------------------------------------------------------------
                                                                  
     Value of Securities Subject to Repurchase                       $ 9,435,000
     Liability Under Reverse Repurchase Agreement                    $ 9,440,000
     Weighted Average Days to Maturity                                         6


     The weighted average weekly balance of reverse repurchase agreements
     outstanding during the year ended December 31, 2003, was approximately
     $8,027,000 at a weekly weighted average interest rate of 1.14%.

4.   FOREIGN CURRENCY TRANSLATION: The books and records of the Fund are
     maintained in U.S. dollars. Foreign currency amounts are translated into
     U.S. dollars at the mean of the bid and asked prices of such currencies
     against U.S. dollars last quoted by a major bank as follows:

     -  investments, other assets and liabilities at the prevailing rates of
        exchange on the valuation date;

     -  investment transactions and investment income at the prevailing rates of
        exchange on the dates of such transactions.

     Although the net assets of the Fund are presented at the foreign exchange
     rates and market values at the close of the period, 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 fluctuations arising from
     changes in the market prices of the securities held at period end.
     Similarly, the Fund does not isolate the effect of changes in foreign
     exchange rates from the fluctuations arising from changes in the market
     prices of securities sold during the period. Accordingly, realized and
     unrealized foreign currency gains (losses) due to securities transactions
     are included in the reported net realized and unrealized gains (losses) on
     investment transactions and balances.

     Net realized gains (losses) on foreign currency transactions represent net
     foreign exchange gains (losses) from sales and maturities of foreign
     currency exchange contracts, disposition of foreign currencies, currency
     gains or losses realized between the trade and settlement dates on
     securities transactions, and the difference between the amount of
     investment income and foreign withholding taxes recorded on the Fund's
     books and the U.S. dollar equivalent amounts actually received or paid. Net
     unrealized currency gains (losses) from valuing foreign currency
     denominated assets and liabilities at period end exchange rates are
     reflected as a component of unrealized appreciation (depreciation) on
     investments and foreign currency translations in the Statement of Net
     Assets. The change in net unrealized currency gains (losses) on foreign
     currency translations for the period is reflected in the Statement of
     Operations.

     A significant portion of the Fund's net assets consist of securities of
     issuers located in emerging markets or which are denominated in foreign
     currencies. Such investments may be concentrated in a limited number of
     countries and regions and may vary throughout the year. Changes in currency
     exchange rates will affect the value of and investment income from foreign
     currency denominated securities. Emerging market securities are often
     subject to greater price volatility, limited capitalization and liquidity,
     and higher rates of inflation than U.S. securities. In addition, emerging
     market securities may be subject to substantial governmental involvement in
     the economy and greater social, economic and political uncertainty.

The Fund may use derivatives to achieve its investment objectives. The Fund may
engage in transactions in futures contracts on foreign currencies, stock
indices, as well as in options, swaps and structured notes. Consistent with the
Fund's investment objectives and policies, the Fund may use derivatives for
non-hedging as well as hedging purposes.

Following is a description of derivative instruments that the Fund has utilized
and their associated risks:

5.   FOREIGN CURRENCY EXCHANGE CONTRACTS: The Fund may enter into foreign
     currency exchange contracts generally to attempt to protect securities and
     related receivables and payables against changes in future foreign exchange
     rates and, in certain situations, to gain exposure to a foreign currency. A
     foreign currency exchange contract is an agreement between two parties to
     buy or sell currency at a set price on a future date. The market value of
     the contract will fluctuate with changes in currency exchange rates. The
     contract is marked-to-market daily and the change in market value is
     recorded by the Fund as unrealized gain or loss. The Fund records realized
     gains or losses when the contract is

10


                                 MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC.

                                 December 31, 2003

NOTES TO FINANCIAL STATEMENTS (CONT'D)

     closed 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. Risk may arise
     upon entering into these contracts from the potential inability of
     counterparties to meet the terms of their contracts and is generally
     limited to the amount of unrealized gain on the contracts, if any, at the
     date of default. Risks may also arise from unanticipated movements in the
     value of a foreign currency relative to the U.S. dollar.

6.   STRUCTURED SECURITIES: The Fund may invest in interests in entities
     organized and operated solely for the purpose of restructuring the
     investment characteristics of sovereign debt obligations. This type of
     restructuring involves the deposit with or purchase by an entity of
     specified instruments and the issuance by that entity of one or more
     classes of securities ("Structured Securities") backed by, or representing
     interests in, the underlying instruments. Structured Securities generally
     will expose the Fund to credit risks of the underlying instruments as well
     as of the issuer of the Structured Security. Structured Securities are
     typically sold in private placement transactions with no active trading
     market. Investments in Structured Securities may be more volatile than
     their underlying instruments, however, any loss is limited to the amount of
     the original investment.

7.   FUTURES: The Fund may purchase and sell futures contracts. Futures
     contracts provide for the sale by one party and purchase by another party
     of a specified amount of a specified security, index, instrument or basket
     of instruments. Futures contracts (secured by cash, government or other
     liquid securities deposited with brokers or custodians as "initial margin")
     are valued based upon their quoted daily settlement prices; changes in
     initial settlement value (represented by cash paid to or received from
     brokers as "variation margin") are accounted for as unrealized appreciation
     (depreciation). When futures contracts are closed, the difference between
     the opening value at the date of purchase and the value at closing is
     recorded as realized gains or losses in the Statement of Operations.

     The Fund may use futures contracts in order to manage its exposure to the
     stock and bond markets, to hedge against unfavorable changes in the value
     of securities or to remain fully invested and to reduce transaction costs.
     Futures contracts involve market risk in excess of the amounts recognized
     in the Statement of Net Assets. Risks arise from the possible movements in
     security values underlying these instruments. The change in value of
     futures contracts primarily corresponds with the value of their underlying
     instruments, which may not correlate with the change in value of the hedged
     investments. In addition, there is the risk that the Fund may not be able
     to enter into a closing transaction because of an illiquid secondary
     market.

8.   OVER-THE-COUNTER TRADING: Securities and other derivative instruments that
     may be purchased or sold by the Fund may consist of instruments not traded
     on an exchange. The risk of nonperformance by the obligor on such an
     instrument may be greater, and the ease with which the Fund can dispose of
     or enter into closing transactions with respect to such an instrument may
     be less, than in the case of an exchange-traded instrument. In addition,
     significant disparities may exist between bid and asked prices for
     derivative instruments that are not traded on an exchange. Derivative
     instruments not traded on exchanges are also not subject to the same type
     of government regulation as exchange traded instruments, and many of the
     protections afforded to participants in a regulated environment may not be
     available in connection with such transactions.

9.   OTHER: Security transactions are accounted for on the date the securities
     are purchased or sold. Realized gains and losses on the sale of investment
     securities are determined on the specific identified cost basis. Interest
     income is recognized on the accrual basis and discounts and premiums on
     investments purchased are accreted or amortized in accordance with the
     effective yield method over their respective lives, except where collection
     is in doubt. Distributions to stockholders are recorded on the ex-dividend
     date.

B.   ADVISER: Morgan Stanley Investment Management Inc. (the "Adviser") provides
investment advisory services to the Fund under the terms of an Investment
Advisory and Management Agreement (the "Agreement"). Under the Agreement, the
Adviser is paid a fee computed weekly and payable monthly at an annual rate of
1.00% of the Fund's average weekly net assets.

C.   ADMINISTRATOR: JPMorgan Chase Bank, through its corporate affiliate J.P.
Morgan Investor Services Co. (the "Administrator"), provides administrative
services to the Fund under an Administration Agreement. The Administrator is
paid a fee computed weekly and payable monthly at an annual rate of 0.02435% of
the Fund's average weekly net assets, plus $24,000 per annum. In addition, the
Fund is charged for certain out-of-pocket expenses incurred by the Administrator
on its behalf. An employee of the administrator is an Officer of the fund.

D.   CUSTODIAN: JPMorgan Chase Bank and its affiliates serve as custodian for
the Fund. Custody fees are payable monthly

                                                                              11


                                 MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC.

                                 December 31, 2003

NOTES TO FINANCIAL STATEMENTS (CONT'D)

based on assets held in custody, investment purchases and sales activity and
account maintenance fees, plus reimbursement for certain out-of-pocket expenses.

E.   FEDERAL INCOME TAXES: It is the Fund's intention to continue to qualify as
a regulated investment company and distribute all of its taxable income.
Accordingly, no provision for Federal income taxes is required in the financial
statements. Dividend income and distributions to stockholders are recorded on
the ex-dividend date.

The Fund may be subject to taxes imposed by countries in which it invests. Such
taxes are generally based on income and/or capital gains earned or repatriated.
Taxes are accrued and applied to net investment income, net realized gains and
net unrealized appreciation as such income and/or gains are earned.

The tax character of distributions paid may differ from the character of
distributions shown on the Statement of Changes in Net Assets due to short-term
capital gains being treated as ordinary income for tax purposes. The tax
character of distributions paid during 2003 and 2002 were as follows:



           2003 DISTRIBUTIONS                     2002 DISTRIBUTIONS
               PAID FROM:                             PAID FROM:
                  (000)                                  (000)
---------------------------------------  ---------------------------------------
                       LONG-TERM                                   LONG-TERM
     ORDINARY            CAPITAL              ORDINARY               CAPITAL
       INCOME               GAIN                INCOME                  GAIN
---------------------------------------  ---------------------------------------
                                                          
     $ 16,566          $      --              $ 14,551             $      --


The amount and character of income and capital gain distributions to be paid by
the Fund are determined in accordance with Federal income tax regulations, which
may differ from accounting principles generally accepted in the United States.
The book/tax differences are considered either temporary or permanent in nature.

Temporary differences are attributable to differing book and tax treatments for
the timing of the recognition of gains and losses on certain investment
transactions and the timing of the deductibility of certain expenses.

Permanent book and tax basis differences may result in reclassifications among
undistributed (distributions in excess of) net investment income (or accumulated
net investment loss), accumulated net realized gain (loss) and paid-in capital.

At December 31, 2003, the components of distributable earnings on a tax basis
were as follows:



              UNDISTRIBUTED                          UNDISTRIBUTED
             ORDINARY INCOME                    LONG-TERM CAPITAL GAIN
                  (000)                                  (000)
--------------------------------------------------------------------------------
                                                     
                 $   176                                $    --
--------------------------------------------------------------------------------


At December 31, 2003, the U.S. Federal income tax cost basis of securities was
approximately $218,760,000 and, accordingly, net unrealized appreciation for
U.S. Federal income tax purposes was $15,739,000 of which $20,509,000 related to
appreciated securities and $4,770,000 related to depreciated securities.

At December 31, 2003, the Fund had a capital loss carryforward for U.S. Federal
income tax purposes of approximately $69,415,000 available to offset future
capital gains, of which $52,822,000 will expire on December 31, 2006,
$13,135,000 will expire on December 31, 2007 and $3,458,000 will expire on
December 31, 2009.

During the year ended December 31, 2003, the Fund utilized capital loss
carryforwards for U.S. Federal income tax purposes of $23,417,000.

To the extent that capital loss carryforwards are used to offset any future
capital gains realized during the carryover period as provided by U.S. Federal
income tax regulations, no capital gains tax liability will be incurred by the
Fund for gains realized and not distributed. To the extent that capital gains
are offset, such gains will not be distributed to the stockholders.

Net capital and currency losses incurred after October 31, and within the
taxable year are deemed to arise on the first business day of the Fund's next
taxable year. For the year ended December 31, 2003, the Fund did not defer any
post-October losses to January 1, 2004, for U.S. Federal income tax purposes.

F.   OTHER: During the year ended December 31, 2003, the Fund made purchases and
sales totaling approximately $399,894,000 and $402,030,000 respectively, of
investment securities other than long-term U.S. Government securities, purchased
options and short-term investments. There were no purchases or sales of
long-term U.S. Government securities.

These investments may be traded by one market maker who may also be utilized by
the Fund to provide pricing information used to value such securities. The
amounts which will be realized upon disposition of the securities may differ
from the value reflected on the Statement of Net Assets and the differences
could be material.

On December 15, 2003, the Board of Directors declared a distribution of $0.2714
per share, derive from net investment income, payable on January 9, 2004, to
stockholders of record on December 24, 2003.

12


                                 MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC.

                                 December 31, 2003

INDEPENDENT AUDITORS' REPORT

TO THE STOCKHOLDERS AND BOARD OF DIRECTORS OF
MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC.

We have audited the accompanying statement of net assets of Morgan Stanley
Emerging Markets Debt Fund, Inc. (the "Fund") as of December 31, 2003, and the
related statements of operations and cash flows for the year then ended, the
statement of changes in net assets for each of the two years in the period then
ended, and the financial highlights for each of the four years in the period
then ended. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits. The financial highlights for the year ended December 31, 1999 were
audited by other auditors whose report, dated February 18, 2000, expressed an
unqualified opinion on those financial highlights.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. Our procedures included confirmation of securities
owned as of December 31, 2003 by correspondence with the custodian. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of Morgan
Stanley Emerging Markets Debt Fund, Inc. at December 31, 2003, the results of
its operations and its cash flows for the year then ended, the changes in its
net assets for each of the two years in the period then ended, and the financial
highlights for each of the four years in the period then ended, in conformity
with accounting principles generally accepted in the United States.


                                                           /s/ Ernst & Young LLP


Boston, Massachusetts
February 11, 2004

                                                                              13


                                 MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC.

                                 Overview

DIRECTOR AND OFFICER INFORMATION (UNAUDITED)

INDEPENDENT DIRECTORS:



                                                                                                NUMBER OF
                                                                                                PORTFOLIOS IN
                                          TERM OF                                               FUND
                                          OFFICE AND                                            COMPLEX
                             POSITION(S)  LENGTH OF                                             OVERSEEN
NAME, AGE AND ADDRESS OF     HELD WITH    TIME        PRINCIPAL OCCUPATION(S) DURING            BY             OTHER DIRECTORSHIPS
DIRECTOR                     REGISTRANT   SERVED*     PAST 5 YEARS                              DIRECTOR**     HELD BY DIRECTOR
---------------------------  -----------  ----------  ----------------------------------------  -------------  ---------------------
                                                                                                
Michael Bozic (62)           Director     Director    Retired; Director or Trustee of the       208            Director of Weirton
c/o Kramer Levin Naftalis &               since 2003  Retail Funds and the Institutional                       Steel Corporation.
Frankel LLP                                           Funds; formerly Vice Chairman of Kmart
Counsel to the Independent                            Corporation, Chairman and Chief
Directors                                             Executive Officer of Levitz Furniture
919 Third Avenue                                      Corporation and President and Chief
New York, NY 10022                                    Executive Officer of Hills Department
                                                      Stores; formerly variously Chairman,
                                                      Chief Executive Officer, President and
                                                      Chief Operating Officer of the Sears
                                                      Merchandise Group of Sears, Roebuck &
                                                      Co.

Edwin J. Garn (71)           Director     Director    Director or Trustee of the Retail Funds   208            Director of Franklin
Summit Ventures LLC                       since 2003  and the Institutional Funds; member of                   Covey (time
One Utah Center                                       the Utah Regional Advisory Board of                      management systems),
201 South Main Street                                 Pacific Corp.; formerly United States                    BMW Bank of North
Salt Lake City, UT 84111                              Senator (R-Utah) and Chairman, Senate                    America, Inc.
                                                      Banking Committee, Mayor of Salt Lake                    (industrial loan
                                                      City, Utah, Astronaut, Space Shuttle                     corporation), United
                                                      Discovery and Vice Chairman, Huntsman                    Space Alliance
                                                      Corporation (chemical company).                          (joint venture
                                                                                                               between Lockheed
                                                                                                               Martin and The
                                                                                                               Boeing Company) and
                                                                                                               Nuskin Asia Pacific
                                                                                                               (multilevel
                                                                                                               marketing); member
                                                                                                               of the board of
                                                                                                               various civic and
                                                                                                               charitable
                                                                                                               organizations.

Wayne E. Hedien (69)         Director     Director    Retired; Director or Trustee of the       208            Director of the PMI
WEH Associates                            since 2003  Retail Funds and the Institutional                       Group Inc. (private
5750 Old Orchard Road                                 Funds; formerly associated with the                      mortgage
Suite 530                                             Allstate Companies, most recently as                     insurance); Trustee
Skokie, IL 60077                                      Chairman of The Allstate Corporation and                 and Vice Chairman of
                                                      Chairman and Chief Executive Officer of                  the Field Museum of
                                                      its wholly-owned subsidiary, Allstate                    Natural History;
                                                      Insurance Company.                                       director of various
                                                                                                               other business and
                                                                                                               charitable
                                                                                                               organizations.

Dr. Manuel H. Johnson (54)   Director     Director    Chairman of the Audit Committee and       208            Director of NVR,
Johnson Smick                             since 2003  Director or Trustee of the Retail Funds                  Inc. (home
International, Inc.                                   and the Institutional Funds; Senior                      construction);
2099 Pennsylvania Avenue,                             Partner, Johnson Smick International,                    Chairman and Trustee
NW Suite 950                                          Inc. (consulting firm); Co-Chairman and a                of the Financial
Washington, D.C. 20006                                founder of the Group of Seven Council                    Accounting
                                                      (G7C), an international economic                         Foundation
                                                      commission; formerly Vice Chairman of                    (oversight
                                                      the Board of Governors of the Federal                    organization of the
                                                      Reserve System and Assistant Secretary                   Financial Accounting
                                                      of the U.S. Treasury.                                    Standards Board);
                                                                                                               Director of RBS
                                                                                                               Greenwich Capital
                                                                                                               Holdings (financial
                                                                                                               holdings company).

Joseph J. Kearns (61)        Director     Director    Deputy Chairman of the Audit Committee    209            Director of Electro
Kearns & Associates LLC                   since 1994  and Director or Trustee of the Retail                    Rent Corporation
PMB754                                                Funds and the Institutional Funds;                       (equipment leasing),
23852 Pacific Coast Hwy.                              previously Chairman of the Audit                         The Ford Family
Malibu, CA 90265                                      Committee of the Institutional Funds;                    Foundation and the
                                                      President, Kearns & Associates LLC                       UCLA Foundation.
                                                      (investment consulting); formerly CFO of
                                                      The J. Paul Getty Trust.

Michael Nugent (67)          Director     Director    Chairman of the Insurance Committee and   209            Director of various
Triumph Capital, L.P.                     since 2001  Director or Trustee of the Retail Funds                  business
445 Park Avenue, 10th Floor                           and the Institutional Funds; General                     organizations.
New York, NY 10022                                    Partner of Triumph Capital, L.P.,
                                                      (private investment partnership);
                                                      formerly Vice President, Bankers Trust
                                                      Company and BT Capital Corporation.

Fergus Reid (71)             Director     Director    Chairman of the Governance Committee and  209            Trustee and Director
Lumelite Plastics                         since 2001  Director or Trustee of the Retail Funds                  of certain investment
85 Charles Coleman Blvd.                              and the Institutional Funds; Chairman of                 companies in the
Pawling, NY 12564                                     Lumelite Plastics Corporation.                           JPMorgan Funds
                                                                                                               complex managed by JP
                                                                                                               Morgan Investment
                                                                                                               Management Inc.



14


                                 MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC.

                                 Overview

DIRECTOR AND OFFICER INFORMATION (CONT'D)

INTERESTED DIRECTORS:





                                          TERM OF                                               NUMBER OF
                                          OFFICE AND                                            PORTFOLIOS IN
                             POSITION(S)  LENGTH OF                                             FUND COMPLEX
NAME, AGE AND ADDRESS OF     HELD WITH    TIME        PRINCIPAL OCCUPATION(S) DURING            OVERSEEN BY    OTHER DIRECTORSHIPS
DIRECTOR                     REGISTRANT   SERVED*     PAST 5 YEARS                              DIRECTOR**     HELD BY DIRECTOR
---------------------------  -----------  ----------  ----------------------------------------  -------------  ---------------------
                                                                                                
Charles A. Fiumefreddo (70)  Chairman and Chairman    Chairman and Director or Trustee of the   208            None
Morgan Stanley Funds         Director     and         Retail Funds and the Institutional
Harborside Financial Center               Director    Funds; formerly Chief Executive Officer
Plaza Two 3rd Floor                       since 2003  of the Retail Funds.
Jersey City, NJ 07311

James F. Higgins (55)        Director     Director    Director or Trustee of the Retail Funds   208            Director of AXA
Morgan Stanley                            since 2003  and the Institutional Funds; Senior                      Financial, Inc. and
Harborside Financial Center                           Advisor of Morgan Stanley; Director of                   The Equitable Life
Plaza Two 2nd Floor                                   Morgan Stanley Distributors Inc. and                     Assurance Society of
Jersey City, NJ 07311                                 Dean Witter Realty Inc.; previously                      the United States
                                                      President and Chief Operating Officer of                 (financial services).
                                                      the Private Client Group of Morgan
                                                      Stanley and President and Chief
                                                      Operating Officer of Individual
                                                      Securities of Morgan Stanley.

Philip J. Purcell (60)       Director     Director    Director or Trustee of the Retail Funds   208            Director of American
Morgan Stanley                            since 2003  and the Institutional Funds; Chairman of                 Airlines, Inc. and
1585 Broadway 39th Floor                              the Board of Directors and Chief                         its parent company,
New York, NY 10036                                    Executive Officer of Morgan Stanley and                  AMR Corporation.
                                                      Morgan Stanley DW Inc.; Director of
                                                      Morgan Stanley Distributors Inc.;
                                                      Chairman of the Board of Directors and
                                                      Chief Executive Officer of Novus Credit
                                                      Services Inc.; Director and/or officer
                                                      of various Morgan Stanley subsidiaries.


 *   Each Director serves an indefinite term, until his or her successor is
     elected.

 **  The Fund Complex includes all funds advised by Morgan Stanley Investment
     Management Inc. and any funds that have an investment adviser that is an
     affiliated entity of Morgan Stanley Investment Management Inc. (including,
     but not limited to, Morgan Stanley Investment Advisors Inc. and Van Kampen
     Asset Management Inc.).

***  Additionally, a description of the Fund's proxy voting policies and
     procedures is available without charge at our website at
     www.morganstanley.com/im/legal, at the SEC's website at www.sec.gov or by
     calling 1(800) 281-2715.

                                                                              15


                                 MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC.

                                 Overview

DIRECTOR AND OFFICER INFORMATION (CONT'D)

OFFICERS:



                                                              TERM OF OFFICE AND
                                            POSITION(S) HELD  LENGTH OF TIME
NAME, AGE AND ADDRESS OF EXECUTIVE OFFICER  WITH REGISTRANT   SERVED*             PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS
------------------------------------------  ----------------  ------------------  ----------------------------------------------
                                                                         
Mitchell M. Merin (50)                      President         President since     President and Chief Operating Officer of
Morgan Stanley Investment Management Inc.                     2003                Morgan Stanley Investment Management Inc.;
1221 Avenue of the Americas 33rd Floor                                            President, Director and Chief Executive
New York, NY 10020                                                                Officer of Morgan Stanley Investment Advisors
                                                                                  Inc. and Morgan Stanley Services Company
                                                                                  Inc.; Chairman, Chief Executive Officer and
                                                                                  Director of Morgan Stanley Distributors Inc.;
                                                                                  Chairman and Director of Morgan Stanley
                                                                                  Trust; Director of various Morgan Stanley
                                                                                  subsidiaries; President of the Institutional
                                                                                  Funds and the Retail Funds; Trustee and
                                                                                  President of the Van Kampen Open-End and
                                                                                  Closed-End funds.

Ronald E. Robison (64)                      Executive Vice    Executive Vice      Chief Global Operations Officer and Managing
Morgan Stanley Investment Management Inc.   President and     President and       Director of Morgan Stanley Investment
1221 Avenue of the Americas 33rd Floor      Principal         Principal           Management Inc.; Managing Director of Morgan
New York, NY 10020                          Executive         Executive Officer   Stanley & Co. Incorporated; Managing Director
                                            Officer           since 2003          of Morgan Stanley; Managing Director, Chief
                                                                                  Administrative Officer and Director of Morgan
                                                                                  Stanley Investment Advisors Inc. and Morgan
                                                                                  Stanley Services Company Inc.; Chief
                                                                                  Executive Officer and Director of Morgan
                                                                                  Stanley Trust; Executive Vice President and
                                                                                  Principal Executive Officer of the
                                                                                  Institutional Funds and the Retail Funds;
                                                                                  previously President and Director of the
                                                                                  Institutional Funds.

Barry Fink (48)                             Vice President    Vice President      General Counsel and Managing Director of
Morgan Stanley Investment Management Inc.                     since 2003          Morgan Stanley Investment Management;
1221 Avenue of the Americas 22nd Floor                                            Managing Director, Secretary and Director of
New York, NY 10020                                                                Morgan Stanley Investment Advisors Inc. and
                                                                                  Morgan Stanley Services Company Inc.;
                                                                                  Assistant Secretary of Morgan Stanley DW
                                                                                  Inc.; Vice President and General Counsel of
                                                                                  the Retail Funds; Vice President of the
                                                                                  Institutional Funds; Vice President and
                                                                                  Secretary of Morgan Stanley Distributors
                                                                                  Inc.; previously Secretary of the Retail
                                                                                  Funds; previously Vice President and
                                                                                  Assistant General Counsel of Morgan Stanley
                                                                                  Investment Advisors Inc. and Morgan Stanley
                                                                                  Services Company Inc.

Joseph J. McAlinden (60)                    Vice President    Vice President      Managing Director and Chief Investment Officer
Morgan Stanley Investment Management Inc.                     since 2003          of Morgan Stanley Investment Advisors Inc.
1221 Avenue of the Americas 33rdFloor                                             and Morgan Stanley Investment Management
New York, NY 10020                                                                Inc.; Director of Morgan Stanley Trust, Chief
                                                                                  Investment Officer of the Van Kampen Funds;
                                                                                  Vice President of the Institutional Funds and
                                                                                  the Retail Funds.

Stefanie V. Chang (36)                      Vice President    Vice President      Executive Director of Morgan Stanley & Co.
Morgan Stanley Investment Management Inc.                     since 2001          Incorporated and Morgan Stanley Investment
1221 Avenue of the Americas 22nd Floor                                            Management Inc.; Vice President of the
New York, NY 10020                                                                Institutional Funds and the Retail Funds;
                                                                                  formerly practiced law with the New York law
                                                                                  firm of Rogers & Wells (now Clifford Chance US
                                                                                  LLP).

James W. Garrett (34)                       Treasurer and     Treasurer since     Executive Director of Morgan Stanley & Co.
Morgan Stanley Investment Management Inc.   Chief Financial   2002                Incorporated and Morgan Stanley Investment
1221 Avenue of the Americas 34th Floor      Officer           CFO since 2003      Management Inc.; Treasurer and Chief
New York, NY 10020                                                                Financial Officer of the Institutional Funds;
                                                                                  previously with Price Waterhouse LLP (now
                                                                                  PricewaterhouseCoopers LLP).

Michael J. Leary (37)                       Assistant         Assistant           Assistant Director and Vice President of Fund
J.P. Morgan Investor Services Co.           Treasurer         Treasurer since     Administration, J.P. Morgan Investor Services
73 Tremont Street                                             2003                Co. (formerly Chase Global Funds Company);
Boston, MA 02108                                                                  formerly Audit Manager at Ernst & Young LLP.

Mary E. Mullin (36)                         Secretary         Secretary since     Executive Director of Morgan Stanley & Co.
Morgan Stanley Investment Management Inc.                     2001                Incorporated and Morgan Stanley Investment
1221 Avenue of the Americas 22nd Floor                                            Management Inc.; Secretary of the
New York, NY 10020                                                                Institutional Funds and the Retail Funds;
                                                                                  formerly practiced law with the New York law
                                                                                  firms of McDermott, Will & Emery and Skadden,
                                                                                  Arps, Slate, Meagher & Flom LLP.


-----
* Each Officer serves an indefinite term, until his or her successor is elected.

16


                                 MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC.

DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN

     Pursuant to the Dividend Reinvestment and Cash Purchase Plan (the "Plan"),
each stockholder will be deemed to have elected, unless American Stock Transfer
& Trust Company (the "Plan Agent") is otherwise instructed by the stockholder in
writing, to have all distributions automatically reinvested in Fund shares.
Participants in the Plan have the option of making additional voluntary cash
payments to the Plan Agent, annually, in any amount from $100 to $3,000, for
investment in Fund shares.

     Dividend and capital gain distributions will be reinvested on the
reinvestment date in full and fractional shares. If the market price per share
equals or exceeds net asset value per share on the reinvestment date, the Fund
will issue shares to participants at net asset value. If net asset value is less
than 95% of the market price on the reinvestment date, shares will be issued at
95% of the market price. If net asset value exceeds the market price on the
reinvestment date, participants will receive shares valued at market price. The
Fund may purchase shares of its Common Stock in the open market in connection
with dividend reinvestment requirements at the discretion of the Board of
Directors. Should the Fund declare a dividend or capital gain distribution
payable only in cash, the Plan Agent will purchase Fund shares for participants
in the open market as agent for the participants.

     The Plan Agent's fees for the reinvestment of dividends and distributions
will be paid by the Fund. However, each participant's account will be charged a
pro rata share of brokerage commissions incurred on any open market purchases
effected on such participant's behalf. A participant will also pay brokerage
commissions incurred on purchases made by voluntary cash payments. Although
stockholders in the Plan may receive no cash distributions, participation in the
Plan will not relieve participants of any income tax which may be payable on
such dividends or distributions.

     In the case of stockholders, such as banks, brokers or nominees, that hold
shares for others who are the beneficial owners, the Plan Agent will administer
the Plan on the basis of the number of shares certified from time to time by the
stockholder as representing the total amount registered in the stockholder's
name and held for the account of beneficial owners who are participating in the
Plan.

     Stockholders who do not wish to have distributions automatically reinvested
should notify the Plan Agent in writing. There is no penalty for
non-participation or withdrawal from the Plan, and stockholders who have
previously withdrawn from the Plan may rejoin at any time. Requests for
additional information or any correspondence concerning the Plan should be
directed to the Plan Agent at:


Morgan Stanley Emerging Markets Debt Fund, Inc.
American Stock Transfer & Trust Company
Dividend Reinvestment and Cash Purchase Plan
59 Maiden Lane
New York, New York 10030
1-800-278-4353

                                                                              17


ITEM 2.  CODE OF ETHICS.

(a)  The Fund has adopted a code of ethics (the "Code of Ethics") that applies
to its principal executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar functions,
regardless of whether these individuals are employed by the Fund or a third
party.

(b)  No information need be disclosed pursuant to this paragraph.

(c)  The Fund has not amended its Code of Ethics during the period covered by
the shareholder report presented in Item 1 hereto.

(d)  The Fund has not granted a waiver or an implicit waiver from a provision of
its Code of Ethics.

(e)  Not applicable.

(f)

     (1)  The Fund Code of Ethics is attached hereto as Exhibit A.

     (2)  Not applicable.

     (3)  Not applicable.

For Retail and Institutional Funds

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

The Fund's Board of Directors has determined that it has two "audit committee
financial experts" serving on its audit committee, each of whom are
"independent" Directors: Dr. Manuel H. Johnson and Joseph J. Kearns. Under
applicable securities laws, a person who is determined to be an audit committee
financial expert will not be deemed an "expert" for any purpose, including
without limitation for the purposes of Section 11 of the Securities Act of 1933,
as a result of being designated or identified as an audit committee financial
expert. The designation or identification of a person as an audit committee
financial expert does not impose on such person any duties, obligations, or
liabilities that are greater than the duties, obligations, and liabilities
imposed on such person as a

                                      1


member of the audit committee and Board of Directors in the absence of such
designation or identification.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(a)(b)(c)(d) and (g).  Based on fees billed for the periods shown:

        2003



                                                        REGISTRANT         COVERED ENTITIES(1)
                                                                     
          AUDIT FEES                                    $   69,525                N/A

          NON-AUDIT FEES
              AUDIT-RELATED FEES                        $        0         $   93,000(2)
              TAX FEES                                  $    2,575(3)      $  163,414(4)
              ALL OTHER FEES                            $        0         $  341,775(5)
          TOTAL NON-AUDIT FEES                          $    2,575         $  598,189

          TOTAL                                         $   72,100         $  598,189


        2002



                                                        REGISTRANT         COVERED ENTITIES(1)
                                                                     
          AUDIT FEES                                    $   67,500                N/A

          NON-AUDIT FEES
              AUDIT-RELATED FEES                        $        0         $  179,000(2)
              TAX FEES                                  $    2,500(3)      $        0
              ALL OTHER FEES                            $        0         $  595,150(6)
          TOTAL NON-AUDIT FEES                          $    2,500         $  774,150

          TOTAL                                         $   70,000         $  774,150


          N/A- Not applicable, as not required by Item 4.

          (1)  Covered Entities include the Adviser (excluding sub-advisors) and
               any entity controlling, controlled by or under common control
               with the Adviser that provides ongoing services to the
               Registrant.

          (2)  Audit-Related Fees represent assurance and related services
               provided that are reasonably related to the performance of the
               audit of the financial statements of the Covered Entities' and
               funds advised by the Adviser or its affiliates, specifically
               attestation services provided in connection with a SAS 70 Report.

          (3)  Tax Fees represent tax advice and compliance services provided in
               connection with the review of the Registrant's tax return.

          (4)  Tax Fees represent tax advice services provided to Covered
               Entities, including research and identification of Passive
               Foreign Investment Company entities.



          (5)  All Other Fees represent attestation services provided in
               connection with performance presentation standards.

          (6)  All Other Fees represent attestation services provided in
               connection with performance presentation standards, general
               industry education seminars provided, and a regulatory review
               project performed.

(e)(1) The audit committee's pre-approval policies and procedures are as
follows:

                                 AUDIT COMMITTEE
                          AUDIT AND NON-AUDIT SERVICES
                       PRE-APPROVAL POLICY AND PROCEDURES
                                     OF THE
                  MORGAN STANLEY RETAIL AND INSTITUTIONAL FUNDS

                           AS ADOPTED JULY 31, 2003(1)

1.   STATEMENT OF PRINCIPLES

     The Audit Committee of the Board is required to review and, in its sole
discretion, pre-approve all Covered Services to be provided by the Independent
Auditors to the Fund and Covered Entities in order to assure that services
performed by the Independent Auditors do not impair the auditor's independence
from the Fund.

     The SEC has issued rules specifying the types of services that an
independent auditor may not provide to its audit client, as well as the audit
committee's administration of the engagement of the independent auditor. The
SEC's rules establish two different approaches to pre-approving services, which
the SEC considers to be equally valid. Proposed services either: may be
pre-approved without consideration of specific case-by-case services by the
Audit Committee ("GENERAL PRE-APPROVAL"); or require the specific pre-approval
of the Audit Committee or its delegate ("SPECIFIC PRE-APPROVAL"). The Audit
Committee believes that the combination of these two approaches in this Policy
will result in an effective and efficient procedure to pre-approve services
performed by the Independent Auditors. As set forth in this Policy, unless a
type of service has received general pre-approval, it will require specific
pre-approval by the Audit Committee (or by any member of the Audit Committee to
which pre-approval authority has been delegated) if it is to be provided by the
Independent Auditors. Any proposed services exceeding pre-approved cost levels
or budgeted amounts will also require specific pre-approval by the Audit
Committee.


----------
(1)  This Audit Committee Audit and Non-Audit Services Pre-Approval Policy and
     Procedures (the "POLICY"), adopted as of the date above, supercedes and
     replaces all prior versions that may have been adopted from time to time.

                                        2


     For both types of pre-approval, the Audit Committee will consider whether
such services are consistent with the SEC's rules on auditor independence. The
Audit Committee will also consider whether the Independent Auditors are best
positioned to provide the most effective and efficient services, for reasons
such as its familiarity with the Fund's business, people, culture, accounting
systems, risk profile and other factors, and whether the service might enhance
the Fund's ability to manage or control risk or improve audit quality. All such
factors will be considered as a whole, and no one factor should necessarily be
determinative.

     The Audit Committee is also mindful of the relationship between fees for
audit and non-audit services in deciding whether to pre-approve any such
services and may determine for each fiscal year, the appropriate ratio between
the total amount of fees for Audit, Audit-related and Tax services for the Fund
(including any Audit-related or Tax service fees for Covered Entities that were
subject to pre-approval), and the total amount of fees for certain permissible
non-audit services classified as All Other services for the Fund (including any
such services for Covered Entities subject to pre-approval).

     The appendices to this Policy describe the Audit, Audit-related, Tax and
All Other services that have the general pre-approval of the Audit Committee.
The term of any general pre-approval is 12 months from the date of pre-approval,
unless the Audit Committee considers and provides a different period and states
otherwise. The Audit Committee will annually review and pre-approve the services
that may be provided by the Independent Auditors without obtaining specific
pre-approval from the Audit Committee. The Audit Committee will add to or
subtract from the list of general pre-approved services from time to time, based
on subsequent determinations.

     The purpose of this Policy is to set forth the policy and procedures by
which the Audit Committee intends to fulfill its responsibilities. It does not
delegate the Audit Committee's responsibilities to pre-approve services
performed by the Independent Auditors to management.

     The Fund's Independent Auditors have reviewed this Policy and believes that
implementation of the Policy will not adversely affect the Independent Auditors'
independence.

2.   DELEGATION

     As provided in the Act and the SEC's rules, the Audit Committee may
delegate either type of pre-approval authority to one or more of its members.
The member to whom such authority is delegated must report, for informational
purposes only, any pre-approval decisions to the Audit Committee at its next
scheduled meeting.

3.   AUDIT SERVICES

                                        3


     The annual Audit services engagement terms and fees are subject to the
specific pre-approval of the Audit Committee. Audit services include the annual
financial statement audit and other procedures required to be performed by the
Independent Auditors to be able to form an opinion on the Fund's financial
statements. These other procedures include information systems and procedural
reviews and testing performed in order to understand and place reliance on the
systems of internal control, and consultations relating to the audit. The Audit
Committee will monitor the Audit services engagement as necessary, but no less
than on a quarterly basis, and will also approve, if necessary, any changes in
terms, conditions and fees resulting from changes in audit scope, Fund structure
or other items.

     In addition to the annual Audit services engagement approved by the Audit
Committee, the Audit Committee may grant general pre-approval to other Audit
services, which are those services that only the Independent Auditors reasonably
can provide. Other Audit services may include statutory audits and services
associated with SEC registration statements (on Forms N-1A, N-2, N-3, N-4,
etc.), periodic reports and other documents filed with the SEC or other
documents issued in connection with securities offerings.

     The Audit Committee has pre-approved the following Audit services. All
other Audit services not listed below must be specifically pre-approved by the
Audit Committee (or by any member of the Audit Committee to which pre-approval
has been delegated):

 -   Statutory audits or financial audits for the Fund
 -   Services associated with SEC registration statements (including new funds),
     periodic reports and other documents filed with the SEC or other documents
     issued in connection with securities offerings (e.g., comfort letters for
     closed-end fund offerings, consents), and assistance in responding to SEC
     comment letters
 -   Consultations by the Fund's management as to the accounting or disclosure
     treatment of transactions or events and/or the actual or potential impact
     of final or proposed rules, standards or interpretations by the SEC, FASB,
     or other regulatory or standard setting bodies (Note: Under SEC rules, some
     consultations may be "audit related" services rather than "audit" services)

4.   AUDIT-RELATED SERVICES

     Audit-related services are assurance and related services that are
reasonably related to the performance of the audit or review of the Fund's
financial statements and, to the extent they are Covered Services, the Covered
Entities or that are traditionally performed by the Independent Auditors.
Because the Audit Committee believes that the provision of Audit-related
services does not impair the independence of the auditor and is consistent with
the SEC's rules on auditor independence, the Audit Committee may grant general
pre-approval to Audit-related services. Audit-related services include, among
others, accounting consultations related to accounting, financial reporting or
disclosure matters not classified as "Audit services"; assistance with
understanding and

                                        4


implementing new accounting and financial reporting guidance from rulemaking
authorities; agreed-upon or expanded audit procedures related to accounting
and/or billing records required to respond to or comply with financial,
accounting or regulatory reporting matters; and assistance with internal control
reporting requirements under Forms N-SAR and/or N-CSR.

     The Audit Committee has pre-approved the following Audit-related services.
All other Audit-related services not listed below must be specifically
pre-approved by the Audit Committee (or by any member of the Audit Committee to
which pre-approval has been delegated):

  -  Attest procedures not required by statute or regulation (including agreed
     upon procedures related to the Closed-End Fund asset coverage tests
     required by the rating agencies and/or lenders and agreed upon procedures
     related to fund profitability analysis in connection with 15c management
     contract renewal process
  -  Services associated with registration statement with Japanese regulatory
     authorities, including issuance of consent and opinion for Morgan Stanley
     Asia-Pacific Fund
  -  Due diligence services pertaining to potential fund mergers
  -  Issuance of SAS-70 reports on internal controls of a service provider
  -  Consultations by the Fund's management as to the accounting or disclosure
     treatment of transactions or events and/or the actual or potential impact
     of final or proposed rules, standards or interpretations by the SEC, FASB,
     or other regulatory or standard-setting bodies (Note: Under SEC rules, some
     consultations may be "audit" services rather than "audit-related" services)
  -  Information systems reviews not performed in connection with the audit
     (e.g., application data center and technical reviews)
  -  General assistance with implementation of the requirements of SEC rules or
     listing standards promulgated pursuant to the Sarbanes-Oxley Act

5.   TAX SERVICES

     The Audit Committee believes that the Independent Auditors can provide Tax
services to the Fund and, to the extent they are Covered Services, the Covered
Entities, such as tax compliance, tax planning and tax advice without impairing
the auditor's independence, and the SEC has stated that the Independent Auditors
may provide such services. Hence, the Audit Committee believes it may grant
general pre-approval to those Tax services that have historically been provided
by the Independent Auditors, that the Audit Committee has reviewed and believes
would not impair the independence of the Independent Auditors, and that are
consistent with the SEC's rules on auditor independence. The Audit Committee
will not permit the retention of the Independent Auditors in connection with a
transaction initially recommended by the Independent Auditors, the sole business
purpose of which may be tax avoidance and the tax treatment

                                        5


of which may not be supported in the Internal Revenue Code and related
regulations. The Audit Committee will consult with Director of Tax or outside
counsel to determine that the tax planning and reporting positions are
consistent with this policy.

     Pursuant to the preceding paragraph, the Audit Committee has pre-approved
the following Tax Services. All Tax services involving large and complex
transactions not listed below must be specifically pre-approved by the Audit
Committee (or by any member of the Audit Committee to which pre-approval has
been delegated), including tax services proposed to be provided by the
Independent Auditors to any executive officer or trustee/director/managing
general partner of the Fund, in his or her individual capacity, where such
services are paid for by the Fund (generally applicable only to internally
managed investment companies):

  -  U.S. federal, state and local tax planning and advice
  -  U.S. federal, state and local tax compliance
  -  International tax planning and advice
  -  International tax compliance
  -  Review/preparation of federal, state, local and international income,
     franchise, and other tax returns
  -  Identification of Passive Foreign Investment Companies
  -  Preparation of local Indian Tax Returns
  -  Domestic and foreign tax planning, compliance, and advice
  -  Assistance with tax audits and appeals before the IRS and similar state,
     local and foreign agencies
  -  Tax advice and assistance regarding statutory, regulatory or administrative
     developments (e.g., excise tax reviews, evaluation of Fund's tax compliance
     function)
  -  Review the calculations of taxable income from corporate actions including
     reorganizations related to bankruptcy filings and provide guidance related
     to the foregoing

6.   ALL OTHER SERVICES

     The Audit Committee believes, based on the SEC's rules prohibiting the
Independent Auditors from providing specific non-audit services, that other
types of non-audit services are permitted. Accordingly, the Audit Committee
believes it may grant general pre-approval to those permissible non-audit
services classified as All Other services that it believes are routine and
recurring services, would not impair the independence of the auditor and are
consistent with the SEC's rules on auditor independence.

     The Audit Committee has pre-approved the following All Other services.
Permissible All Other services not listed below must be specifically
pre-approved by the

                                        6


Audit Committee (or by any member of the Audit Committee to which pre-approval
has been delegated):

  -  Risk management advisory services, e.g., assessment and testing of security
     infrastructure controls

     The following is a list of the SEC's prohibited non-audit services. The
SEC's rules and relevant guidance should be consulted to determine the precise
definitions of these services and the applicability of exceptions to certain of
the prohibitions:

  -  Bookkeeping or other services related to the accounting records or
     financial statements of the audit client
  -  Financial information systems design and implementation
  -  Appraisal or valuation services, fairness opinions or contribution-in-kind
     reports
  -  Actuarial services
  -  Internal audit outsourcing services
  -  Management functions
  -  Human resources
  -  Broker-dealer, investment adviser or investment banking services
  -  Legal services
  -  Expert services unrelated to the audit

7.   PRE-APPROVAL FEE LEVELS OR BUDGETED AMOUNTS

     Pre-approval fee levels or budgeted amounts for all services to be provided
by the Independent Auditors will be established annually by the Audit Committee.
Any proposed services exceeding these levels or amounts will require specific
pre-approval by the Audit Committee. The Audit Committee is mindful of the
overall relationship of fees for audit and non-audit services in determining
whether to pre-approve any such services. For each fiscal year, the Audit
Committee may determine the appropriate ratio between the total amount of fees
for Audit, Audit-related, and Tax services for the Fund (including any
Audit-related or Tax services fees for Covered Entities subject to
pre-approval), and the total amount of fees for certain permissible non-audit
services classified as All Other services for the Fund (including any such
services for Covered Entities subject to pre-approval).

8.   PROCEDURES

     All requests or applications for services to be provided by the Independent
Auditors that do not require specific approval by the Audit Committee will be
submitted to the Fund's Chief Financial Officer and must include a detailed
description of the services to be rendered. The Fund's Chief Financial Officer
will determine whether such services are included within the list of services
that have received the general pre-approval of the Audit Committee. The Audit
Committee will be informed on a timely basis of any such services rendered by
the Independent Auditors. Requests or applications to provide services that
require specific approval by the Audit Committee will be submitted to the Audit
Committee by both the Independent Auditors and the

                                        7


Fund's Chief Financial Officer, and must include a joint statement as to
whether, in their view, the request or application is consistent with the SEC's
rules on auditor independence.

     The Audit Committee has designated the Fund's Chief Financial Officer to
monitor the performance of all services provided by the Independent Auditors and
to determine whether such services are in compliance with this Policy. The
Fund's Chief Financial Officer will report to the Audit Committee on a periodic
basis on the results of its monitoring. Both the Fund's Chief Financial Officer
and management will immediately report to the chairman of the Audit Committee
any breach of this Policy that comes to the attention of the Fund's Chief
Financial Officer or any member of management.

     The Audit Committee will also review the internal auditor's annual internal
audit plan to determine that the plan provides for the monitoring of the
Independent Auditors' services.

9.   ADDITIONAL REQUIREMENTS

     The Audit Committee has determined to take additional measures on an annual
basis to meet its responsibility to oversee the work of the Independent Auditors
and to assure the auditor's independence from the Fund, such as reviewing a
formal written statement from the Independent Auditors delineating all
relationships between the Independent Auditors and the Fund, consistent with
Independence Standards Board No. 1, and discussing with the Independent Auditors
its methods and procedures for ensuring independence.

10.  COVERED ENTITIES

     Covered Entities include the Fund's investment adviser(s) and any entity
controlling, controlled by or under common control with the Fund's investment
adviser(s) that provides ongoing services to the Fund(s). Beginning with
non-audit service contracts entered into on or after May 6, 2003, the Fund's
audit committee must pre-approve non-audit services provided not only to the
Fund but also to the Covered Entities if the engagements relate directly to the
operations and financial reporting of the Fund. This list of Covered Entities
would include:

     MORGAN STANLEY RETAIL FUNDS
     Morgan Stanley Investment Advisors Inc.
     Morgan Stanley & Co. Incorporated
     Morgan Stanley DW Inc.
     Morgan Stanley Investment Management
     Morgan Stanley Investments LP
     Van Kampen Asset Management Inc.
     Morgan Stanley Services Company, Inc.

                                        8


     Morgan Stanley Distributors Inc.
     Morgan Stanley Trust FSB

     MORGAN STANLEY INSTITUTIONAL FUNDS
     Morgan Stanley Investment Management Inc.
     Morgan Stanley Investments LP
     Morgan Stanley & Co. Incorporated
     Morgan Stanley Distribution, Inc.
     Morgan Stanley AIP GP LP
     Morgan Stanley Alternative Investment Partners LP

(e)(2) Beginning with non-audit service contracts entered into on or after May
6, 2003, the audit committee also is required to pre-approve services to Covered
Entities to the extent that the services are determined to have a direct impact
on the operations or financial reporting of the Registrant. 100% of such
services were pre-approved by the audit committee pursuant to the Audit
Committee's pre-approval policies and procedures (attached hereto).

(f)  Not applicable.

(g)  See table above.

(h)  The audit committee of the Board of Trustees has considered whether the
provision of services other than audit services performed by the auditors to the
Registrant and Covered Entities is compatible with maintaining the auditors'
independence in performing audit services.

                                       9


ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable.

ITEM 6. [RESERVED.]

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.

The Fund and its investment advisor's Proxy Voting Policies and Procedures are
as follows:

I.   POLICY STATEMENT

INTRODUCTION - Morgan Stanley Investment Management's ("MSIM") policies and
procedures for voting proxies with respect to securities held in the accounts of
clients applies to those MSIM entities that provide discretionary Investment
Management services and for which a MSIM entity has the authority to vote their
proxies. The policies and procedures and general guidelines in this section will
be reviewed and, as necessary, updated periodically to address new or revised
proxy voting issues. The MSIM entities covered by these policies and procedures
currently include the following: Morgan Stanley Investment Advisors Inc., Morgan
Stanley Alternative Investment Partners, L.P., Morgan Stanley AIP GP LP, Morgan
Stanley Investment Management Inc., Morgan Stanley Investment Group Inc., Morgan
Stanley Investment Management Limited, Morgan Stanley Investment Management
Company, Morgan Stanley Asset & Investment Trust Management Co., Limited, Morgan
Stanley Investment Management Private Limited, Morgan Stanley Investments LP,
Morgan Stanley Hedge Fund Partners GP LP, Morgan Stanley Hedge Fund Partners LP,
Van Kampen Investment Advisory Corp., Van Kampen Asset Management Inc., and Van
Kampen Advisors Inc. (each a "MSIM Affiliate" and collectively referred to as
the "MSIM Affiliates").

                                       10


Each MSIM Affiliate will vote proxies as part of its authority to manage,
acquire and dispose of account assets. With respect to the MSIM registered
management investment companies (Van Kampen, Institutional and Advisor
Funds)(collectively referred to as the "MSIM Funds"), each MSIM Fund will vote
proxies pursuant to authority granted under its applicable investment advisory
agreement or, in the absence of such authority, as authorized by its Board of
Directors or Trustees. A MSIM Affiliate will not vote proxies if the "named
fiduciary" for an ERISA account has reserved the authority for itself, or in the
case of an account not governed by ERISA, the Investment Management Agreement
does not authorize the MSIM Affiliate to vote proxies. MSIM Affiliates will, in
a prudent and diligent manner, vote proxies in the best interests of clients,
including beneficiaries of and participants in a client's benefit plan(s) for
which we manage assets, consistent with the objective of maximizing long-term
investment returns ("Client Proxy Standard"). In certain situations, a client or
its fiduciary may provide a MSIM Affiliate with a statement of proxy voting
policy. In these situations, the MSIM Affiliate will comply with the client's
policy unless to do so would be inconsistent with applicable laws or regulations
or the MSIM Affiliate's fiduciary responsibility.

PROXY RESEARCH SERVICES - To assist the MSIM Affiliates in their responsibility
for voting proxies and the overall global proxy voting process, Institutional
Shareholder Services ("ISS") and the Investor Responsibility Research Center
("IRRC") have been retained as experts in the proxy voting and corporate
governance area. ISS and IRRC are independent advisers that specialize in
providing a variety of fiduciary-level proxy-related services to institutional
investment managers, plan sponsors, custodians, consultants, and other
institutional investors. The services provided to MSIM Affiliates include
in-depth research, global issuer analysis, and voting recommendations. In
addition to research, ISS provides vote execution, reporting, and recordkeeping.
MSIM's Proxy Review Committee (see Section IV.A. below) will carefully monitor
and supervise the services provided by the proxy research services.

VOTING PROXIES FOR CERTAIN NON-US COMPANIES - While the proxy voting process is
well established in the United States and other developed markets with a number
of tools and services available to assist an investment manager, voting proxies
of non-US companies located in certain jurisdictions, particularly emerging
markets, may involve a number of problems that may restrict or prevent a MSIM
Affiliate's ability to vote such proxies. These problems include, but are not
limited to: (i) proxy statements and ballots being written in a language other
than English; (ii) untimely and/or inadequate notice of shareholder meetings;
(iii) restrictions on the ability of holders outside the issuer's jurisdiction
of organization to exercise votes; (iv) requirements to vote proxies in person,
(v) the imposition of restrictions on the sale of the securities for a period of
time in proximity to the shareholder meeting; and (vi) requirements to provide
local agents with power of attorney to facilitate the MSIM Affiliate's voting
instructions. As a result, clients' non-U.S. proxies will be voted on a best
efforts basis only, consistent with the Client Proxy Standard. ISS has been
retained to provide assistance to the MSIM Affiliates in connection with voting
their clients' non-US proxies.

II.  GENERAL PROXY VOTING GUIDELINES

                                       11


To ensure consistency in voting proxies on behalf of its clients, MSIM
Affiliates will follow (subject to any exception set forth herein) these Proxy
Voting Policies and Procedures, including the guidelines set forth below. These
guidelines address a broad range of issues, including board size and
composition, executive compensation, anti-takeover proposals, capital structure
proposals and social responsibility issues and are meant to be general voting
parameters on issues that arise most frequently. The MSIM Affiliates, however,
may vote in a manner that is contrary to the following general guidelines,
pursuant to the procedures set forth in Section IV. below, provided the vote is
consistent with the Client Proxy Standard.

III. GUIDELINES

A.   MANAGEMENT PROPOSALS

     1.   When voting on routine ballot items the following proposals are
          generally voted in support of management, subject to the review and
          approval of the Proxy Review Committee, as appropriate.

          -    Selection or ratification of auditors.

          -    Approval of financial statements, director and auditor reports.

          -    Election of Directors.

          -    Limiting Directors' liability and broadening indemnification of
               Directors.

          -    Requirement that a certain percentage (up to 66 2/3%) of its
               Board's members be comprised of independent and unaffiliated
               Directors.

          -    Requirement that members of the company's compensation,
               nominating and audit committees be comprised of independent or
               unaffiliated Directors.

          -    Recommendations to set retirement ages or require specific levels
               of stock ownership by Directors.

          -    General updating/corrective amendments to the charter.

          -    Elimination of cumulative voting.

          -    Elimination of preemptive rights.

          -    Provisions for confidential voting and independent tabulation of
               voting results.

                                       12


          -    Proposals related to the conduct of the annual meeting except
               those proposals that relate to the "transaction of such other
               business which may come before the meeting."

     2.   The following non-routine proposals, which potentially may have a
          substantive financial or best interest impact on a shareholder, are
          generally voted in support of management, subject to the review and
          approval of the Proxy Review Committee, as appropriate.

          CAPITALIZATION CHANGES

          -    Capitalization changes that eliminate other classes of stock and
               voting rights.

          -    Proposals to increase the authorization of existing classes of
               common stock (or securities convertible into common stock) if:
               (i) a clear and legitimate business purpose is stated; (ii) the
               number of shares requested is reasonable in relation to the
               purpose for which authorization is requested; and (iii) the
               authorization does not exceed 100% of shares currently authorized
               and at least 30% of the new authorization will be outstanding.

          -    Proposals to create a new class of preferred stock or for
               issuances of preferred stock up to 50% of issued capital.

          -    Proposals for share repurchase plans.

          -    Proposals to reduce the number of authorized shares of common or
               preferred stock, or to eliminate classes of preferred stock.

          -    Proposals to effect stock splits.

          -    Proposals to effect reverse stock splits if management
               proportionately reduces the authorized share amount set forth in
               the corporate charter. Reverse stock splits that do not adjust
               proportionately to the authorized share amount will generally be
               approved if the resulting increase in authorized shares coincides
               with the proxy guidelines set forth above for common stock
               increases.

          COMPENSATION

          -    Director fees, provided the amounts are not excessive relative to
               other companies in the country or industry.

                                       13


          -    Employee stock purchase plans that permit discounts up to 15%,
               but only for grants that are part of a broad based employee plan,
               including all non-executive employees.

          -    Establishment of Employee Stock Option Plans and other employee
               ownership plans.

          ANTI-TAKEOVER MATTERS

          -    Modify or rescind existing supermajority vote requirements to
               amend the charters or bylaws.

          -    Adoption of anti-greenmail provisions provided that the proposal:
               (i) defines greenmail; (ii) prohibits buyback offers to large
               block holders not made to all shareholders or not approved by
               disinterested shareholders; and (iii) contains no anti-takeover
               measures or other provisions restricting the rights of
               shareholders.

     3.   The following non-routine proposals, which potentially may have a
          substantive financial or best interest impact on the shareholder, are
          generally voted AGAINST (notwithstanding management support), subject
          to the review and approval of the Proxy Review Committee, as
          appropriate.

          -    Capitalization changes that add classes of stock which
               substantially dilute the voting interests of existing
               shareholders.

          -    Proposals to increase the authorized number of shares of existing
               classes of stock that carry preemptive rights or supervoting
               rights.

          -    Creation of "blank check" preferred stock.

          -    Changes in capitalization by 100% or more.

          -    Compensation proposals that allow for discounted stock options
               that have not been offered to employees in general.

          -    Amendments to bylaws that would require a supermajority
               shareholder vote to pass or repeal certain provisions.

          -    Proposals to indemnify auditors.

     4.   The following types of non-routine proposals, which potentially may
          have a potential financial or best interest impact on an issuer, are
          voted as determined by the Proxy Review Committee.

                                       14


          CORPORATE TRANSACTIONS

          -    Mergers, acquisitions and other special corporate transactions
               (i.e., takeovers, spin-offs, sales of assets, reorganizations,
               restructurings and recapitalizations) will be examined on a
               case-by-case basis. In all cases, ISS and IRRC research and
               analysis will be used along with MSIM Affiliates' research and
               analysis, based on, among other things, MSIM internal
               company-specific knowledge.

          -    Change-in-control provisions in non-salary compensation plans,
               employment contracts, and severance agreements that benefit
               management and would be costly to shareholders if triggered.

          -    Shareholders rights plans that allow appropriate offers to
               shareholders to be blocked by the board or trigger provisions
               that prevent legitimate offers from proceeding.

          -    Executive/Director stock option plans. Generally, stock option
               plans should meet the following criteria:

               (i)   Whether the stock option plan is incentive based;

               (ii)  For mature companies, should be no more than 5% of the
                     issued capital at the time of approval;

               (iii) For growth companies, should be no more than 10% of the
                     issued capital at the time of approval.

          ANTI-TAKEOVER PROVISIONS

          -    Proposals requiring shareholder ratification of poison pills.

          -    Anti-takeover and related provisions that serve to prevent the
               majority of shareholders from exercising their rights or
               effectively deter the appropriate tender offers and other offers.

B.   SHAREHOLDER PROPOSALS

     1.   The following shareholder proposals are generally supported, subject
          to the review and approval of the Proxy Review Committee, as
          appropriate:

          -    Requiring auditors to attend the annual meeting of shareholders.

          -    Requirement that members of the company's compensation,
               nominating and audit committees be comprised of independent or
               unaffiliated Directors.

                                       15


          -    Requirement that a certain percentage of its Board's members be
               comprised of independent and unaffiliated Directors.

          -    Confidential voting.

          -    Reduction or elimination of supermajority vote requirements.

     2.   The following shareholder proposals will be voted as determined by the
          Proxy Review Committee.

          -    Proposals that limit tenure of directors.

          -    Proposals to limit golden parachutes.

          -    Proposals requiring directors to own large amounts of stock to be
               eligible for election.

          -    Restoring cumulative voting in the election of directors.

          -    Proposals that request or require disclosure of executive
               compensation in addition to the disclosure required by the
               Securities and Exchange Commission ("SEC") regulations.

          -    Proposals that limit retirement benefits or executive
               compensation.

          -    Requiring shareholder approval for bylaw or charter amendments.

          -    Requiring shareholder approval for shareholder rights plan or
               poison pill.

          -    Requiring shareholder approval of golden parachutes.

          -    Elimination of certain anti-takeover related provisions.

          -    Prohibit payment of greenmail.

     3.   The following shareholder proposals are generally not supported,
          subject to the review and approval of the Committee, as appropriate.

          -    Requirements that the issuer prepare reports that are costly to
               provide or that would require duplicative efforts or expenditures
               that are of a non-business nature or would provide no pertinent
               information from the perspective of institutional shareholders.

                                       16


          -    Restrictions related to social, political or special interest
               issues that impact the ability of the company to do business or
               be competitive and that have a significant financial or best
               interest impact to the shareholders.

          -    Proposals that require inappropriate endorsements or corporate
               actions.

IV.  ADMINISTRATION OF PROXY POLICIES AND PROCEDURES

A.   PROXY REVIEW COMMITTEE

     1.   The MSIM Proxy Review Committee ("Committee") is responsible for
          creating and implementing MSIM's Proxy Voting Policy and Procedures
          and, in this regard, has expressly adopted them. Following are some of
          the functions and responsibilities of the Committee.

          (a)  The Committee, which will consist of members designated by MSIM's
               Chief Investment Officer, is responsible for establishing MSIM's
               proxy voting policies and guidelines and determining how MSIM
               will vote proxies on an ongoing basis.

          (b)  The Committee will periodically review and have the authority to
               amend as necessary MSIM's proxy voting policies and guidelines
               (as expressed in these Proxy Voting Policy and Procedures) and
               establish and direct voting positions consistent with the Client
               Proxy Standard.

               (c)  The Committee will meet at least monthly to (among other
               matters): (1) address any outstanding issues relating to MSIM's
               Proxy Voting Policy and Procedures; and (2) generally review
               proposals at upcoming shareholder meetings of MSIM portfolio
               companies in accordance with this Policy and Procedures
               including, as appropriate, the voting results of prior
               shareholder meetings of the same issuer where a similar proposal
               was presented to shareholders. The Committee, or its designee,
               will timely communicate to ISS MSIM's Proxy Voting Policy and
               Procedures (and any amendments to them and/or any additional
               guidelines or procedures it may adopt).

          (d)  The Committee will meet on an ad hoc basis to (among other
               matters): (1) authorize "split voting" (i.e., allowing certain
               shares of the same issuer that are the subject of the same proxy
               solicitation and held by one or more MSIM portfolios to be voted
               differently than other shares) and/or "override voting" (i.e.,
               voting all MSIM portfolio shares in a manner contrary to the
               Procedures); (2) review and approve upcoming votes, as
               appropriate, for matters

                                       17


               for which specific direction has been provided in Sections I, II,
               and III above; and (3) determine how to vote matters for which
               specific direction has not been provided in Sections I, II and
               III above. Split votes will generally not be approved within a
               single Global Investor Group team. The Committee may take into
               account ISS recommendations and the research provided by IRRC as
               well as any other relevant information they may request or
               receive.

          (e)  In addition to the procedures discussed above, if the Committee
               determines that an issue raises a potential material conflict of
               interest, or gives rise to the appearance of a potential material
               conflict of interest, the Committee will designate a special
               committee to review, and recommend a course of action with
               respect to, the conflict(s) in question ("Special Committee").
               The Special Committee may request the assistance of the Law and
               Compliance Departments and will have sole discretion to cast a
               vote. In addition to the research provided by ISS and IRRC, the
               Special Committee may request analysis from MSIM Affiliate
               investment professionals and outside sources to the extent it
               deems appropriate.

          (f)  The Committee and the Special Committee, or their designee(s),
               will document in writing all of their decisions and actions,
               which documentation will be maintained by the Committee and the
               Special Committee, or their designee(s) for a period of at least
               6 years. To the extent these decisions relate to a security held
               by a MSIM U.S. registered investment company, the Committee and
               Special Committee, or their designee(s), will report their
               decisions to each applicable Board of Trustees/Directors of those
               investment companies at each Board's next regularly Scheduled
               Board meeting. The report will contain information concerning
               decisions made by the Committee and Special Committee during the
               most recently ended calendar quarter immediately preceding the
               Board meeting.

The Committee and Special Committee, or their designee(s), will timely
communicate to applicable PMs, the Compliance Departments and, as necessary to
ISS, decisions of the Committee and Special Committee so that, among other
things, ISS will vote proxies consistent with their decisions.

ITEM 8. [RESERVED.]

ITEM 9. CONTROLS AND PROCEDURES.

                                       18


(a)  The Fund's chief executive officer and chief 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 Fund's internal control over financial
reporting that occurred during the registrant's most recent second fiscal
half-year that has materially affected, or is reasonably likely to materially
affect, the Fund's internal control over financial reporting.

ITEM 10. EXHIBITS.

(a) [Attach the Code of Ethics]

(b)(1) [Attach the 302 Certification of Chief Executive Officer]

(b)(2) [Attach the 302 Certification of Chief Financial Officer]

[Note: the 906 Certifications are not exhibits to the Form but are filed with
the Form.]

                                       19


                                   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.

(Registrant) Morgan Stanley Emerging Markets Debt Fund, Inc.
            --------------------------------------------------------------------

By: /s/ Ronald E. Robison
   -----------------------------------------------------------------------------
Name:    Ronald E. Robison
Title:   Principal Executive Officer
Date:    2/18/2004

     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.

By: /s/ Ronald E. Robison
   -----------------------------------------------------------------------------
Name:    Ronald E. Robison
Title:   Principal Executive Officer
Date:    2/18/2004

By: /s/ James W. Garrett
   -----------------------------------------------------------------------------
Name:    James W. Garrett
Title:   Chief Financial Officer
Date:    2/18/2004