UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. Section 3507.

ITEM 1.  REPORTS TO STOCKHOLDERS.

The Fund’s semi-annual report transmitted to shareholders pursuant to Rule 30e-1 under the Investment Company Act of 1940 is as follows:

Morgan Stanley Emerging Markets Fund, Inc.

Morgan Stanley

Investment Management Inc.

Investment Adviser

Morgan Stanley Emerging Markets Fund, Inc.

Investment Adviser and Administrator

Morgan Stanley Investment Management Inc.

1221 Avenue of the Americas

New York, New York 10020

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

31 West 52^nd Street

New York, New York 10019

Independent Registered Public Accounting Firm

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.

© 2005 Morgan Stanley

Performance

For the six months ended June 30, 2005, the Morgan Stanley Emerging Markets Fund, Inc. (the “Fund”) had a total return, based on net asset value per share of 5.49%, net of fees, compared to 6.00% for the Morgan Stanley Capital International (MSCI) Emerging Markets Free Net Index (the “Index”). On June 30, 2005, the closing price of the Fund’s shares on the New York Stock Exchange was $18.15, representing a 11.7% discount to the Fund’s net asset value per share.

Factors Affecting Performance

•                  During the period, our decision to overweight Egypt (+105.2% Index return) and Mexico (+10.1%) led relative performance as each market outperformed. Taiwan (+2.1%) was the next largest country contributor as both stock and country decisions were positive contributors. Stock selection in Turkey (domestic sectors) and South Korea (technology) was also constructive.

•                  The Fund’s overweight stance and stock selection in South Africa (-7.4%) detracted from returns, hampering relative gains. Stock selection in Russia (+11.8%) was the next largest detractor although the impact was partially offset by a positive country allocation score.

•                  Emerging Markets continued to outpace developed markets as robust global economic growth and rising commodity prices bolstered these markets. Investors also seemed to be enticed by the asset class’ attractive relative valuations, strong corporate earnings and solid economic fundamentals consisting of positive current account balances, stronger currencies against the dollar and stabilized inflation. The period in review, however, did not end without some renewed volatility. After reaching new heights at the start of the year, the Emerging Markets along with other global markets, sold off in March as global risk aversion spiked due to concerns of slowing global growth and rising inflation and interest rates in the U.S.

•                  While the parallels to the Emerging Markets April 2004 sell-off are striking, this year’s correction differed from last year’s. This year’s sell-off was much more orderly compared to last year’s experience with market weakness avoiding last year’s magnitude. Markets were down an average of 10% during this year’s correction compared to 20% last year. Nevertheless, similarities were present. After reaching lows in each correction the asset class rebounded strongly as global markets stabilized. We attribute there silience of Emerging Markets in each period to the fact that economies have become more resilient to external shocks. This has been due to the adoption of better macro-economic fundamentals, stronger fiscal performance and de-leveraging of corporate balance sheets.

Management Strategies

•                  The Fund continues to integrate a top-down country allocation and bottom-up stock selection with a growth bias utilizing a rigorous and fundamental research approach that considers dynamics, valuation and investor sentiment.

•                  We continued to trim exposure to cyclical plays such as energy and resource-oriented stocks while increasing exposure to consumer oriented companies, particularly in names that we believe are likely to benefit from positive domestic demand trends. We expect domestic oriented sectors to continue to outperform, particularly as global growth decelerates and exports slow.

•                  On a country level, we have reduced exposure to Brazil in particular to early cyclical stocks given the moderating Brazilian growth and a softening global cycle. We increased the Fund’s position in the Mexican consumer sector given positive domestic demand trends in the country and attractive valuations. We trimmed the Fund’s overweight position in Egypt, particularly in stocks that have recently outperformed and now trade ahead of medium-term fundamentals. Finally, we have invested proceeds in Poland and South Korea, focusing on companies with attractive valuations and strong and sustainable earnings growth.

•                  Emerging Markets, despite anxiety over slowing global growth and rising inflation, have shown remarkable resilience over the last quarter. The behavior of Emerging Markets during the most recent turmoil in global markets has been very telling, in our view of the maturity of the asset class, namely its declining volatility and improved economic and company fundamentals. We continue to expect the asset class to outperform, though at a much more measured pace than the last few years. Longer-term, our outlook continues to remain positive as economic fundamentals (robust economic growth and solid fiscal and current account positions) and valuations (forward P/E ratio of 10 times and a return on equity second to none) remain supportive of the asset class. We believe the asset class will continue its outperformance of Europe, Australasia and the Far East and the S&P 500 over the next 5 years.

Sincerely,

Ronald E. Robison

Executive Vice President—

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Nature, Extent and Quality of Services

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

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

Performance Relative to Comparable Funds Managed by Other Advisers

The Board reviewed the Fund’s performance for the one-, three- and five-year periods ended November 30, 2004, as shown in reports provided by Lipper (the “Lipper Reports”), compared to the performance of comparable funds selected by Lipper (the “performance peer group”), and noted that the Fund’s performance was lower than its performance peer group average for the one-year period but better for the three- and five-year periods. The Board concluded that the Fund’s overall performance was satisfactory.

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

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

Fees and Expenses Relative to Comparable Funds Managed by Other Advisers

The Board reviewed the management fee rate and the total expense ratio of the Fund. The Board noted that: (i) the Fund’s management fee rate was higher than the average management fee rate for funds, selected by Lipper (the “expense peer group”), managed by other advisers with investment strategies comparable to those of the Fund, as shown in the Lipper Report for the Fund; but (ii) the Fund’s total expense ratio was lower than the average total expense ratio of the funds included in the Fund’s expense peer group. The Board concluded that the management fee rate was competitive in light of the fact that the Adviser managed the Fund so that the total expense ratio of the Fund was less than the total expense ratio of the funds in the expense peer group average.

Breakpoints and Economies of Scale

The Board reviewed the structure of the Fund’s management fee schedule under the Management Agreement and noted that it does not include any breakpoints. The Board considered that the Fund is closed-end and is not a growth fund and, therefore, that the Fund’s assets are not likely to grow with new sales or grow significantly as a result of capital appreciation. The Board concluded that economies of scale for this Fund were not a factor that needed to be considered.

Profitability of Adviser and Affiliates

The Board considered and reviewed information concerning the costs incurred and profits realized by the Adviser and its affiliates during the last two years from their relationship with the Fund and the Morgan Stanley Fund Complex and reviewed with the Controller of

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the Adviser the cost allocation methodology used to determine the Adviser’s profitability. Based on their review of the information they received, the Board concluded that the profits earned by the Adviser and its affiliates were not excessive in light of the advisory, administrative and other services provided to the Fund.

Fall-Out Benefits

The Board considered so-called “fall-out benefits” derived by the Adviser and its affiliates from their relationship with the Fund and the Morgan Stanley Fund Complex, such as “float” benefits derived from handling of checks for purchases and sales of Fund shares through a broker-dealer affiliate of the Adviser and “soft dollar” benefits (discussed in the next section). The Board also considered that an affiliate of the Adviser, through a joint venture, receives revenue in connection with trading done on behalf of the Fund through an electronic trading system network (“ECN”). The Board considered the float benefits and the above-referenced ECN-related revenue and concluded that they were relatively small.

Soft Dollar Benefits

The Board considered whether the Adviser realizes any benefits as a result of brokerage transactions executed through “soft dollar” arrangements. Under such arrangements, brokerage commissions paid by the Fund and/or other funds managed by the Adviser would be used to pay for research that a securities broker obtains from third parties, or to pay for both research and execution services from securities brokers who effect transactions for the Fund. The Adviser informed the Board that it does not use Fund commissions to pay for third party research. It does use commissions to pay for research which is bundled with execution services. The Board recognized that the receipt of such research from brokers may reduce the Adviser’s costs but concluded that the receipt of such research strengthens the investment management resources of the Adviser, which may ultimately benefit the Fund and other funds in the Morgan Stanley Fund Complex.

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

The Board considered whether the Adviser is financially sound and has the resources necessary to perform its obligations under the Management Agreement. The Board noted that the Adviser’s operations remain profitable, although increased expenses in recent years have reduced the Adviser’s profitability. The Board concluded that the Adviser has the financial resources necessary to fulfill its obligations under the Management Agreement.

Historical Relationship Between the Fund and the Adviser

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

Other Factors and Current Trends

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

General Conclusion

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

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The accompanying notes are an integral part of the financial statements.

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The accompanying notes are an integral part of the financial statements.

6

The accompanying notes are an integral part of the financial statements.

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The accompanying notes are an integral part of the financial statements.

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