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.

(MSF)

Morgan Stanley

Investment Management Inc.

Investment Adviser

Letter to Stockholders

Performance

For the six months ended June 30, 2008, the Morgan Stanley Emerging Markets Fund, Inc. (the “Fund”) had total returns, based on net asset value and market value per share (including reinvestment of distributions), of -13.76%, net of fees and -10.38%, respectively, compared to its benchmark, the Morgan Stanley Capital International (MSCI) Emerging Markets Net Index (the “Index”) which returned -11.76%. On June 30, 2008, the closing price of the Fund’s shares on the New York Stock Exchange was $17.78, representing a 9.0% discount to the Fund’s net asset value per share. Past performance is no guarantee of future results.

Factors Affecting Performance

·                  The sharp price spike in the oil-led commodity complex strongly contributed to the near 12% decline in global equity markets. From an emerging markets perspective, the driver of country performance was the proportion of commodity-related companies in the country’s total market capitalization. Oil-producing economies are booming while their oil-consuming counterparts are threatened with oil-induced stagflation. Latin America, up 9.3%, was the best performing region, led by energy-rich countries Argentina (+44.7%) and Brazil (+12.4%). The Europe, Middle East, Africa (EMEA) region declined 6.4% led by Turkey (-39.3%), Poland (-12.0%), South Africa (-11.1%) and Hungary (-10.8%). Asia, a region of mostly net oil-importing countries, declined 22.0%; every market in the Asia index posted negative returns for the six-month period.

·                  Overall, country allocation and stock selection both detracted from relative return. In particular, an underweight allocation to Taiwan and Brazil and stock selection within the two countries subtracted the most value. Stock selection in Poland also hurt performance.

·                  In contrast, stock selection in South Africa and overweight allocations to Qatar and the Czech Republic helped performance.

Management Strategies

·                  During the six-month period ending June 30, 2008, we increased the Fund’s exposure to Eastern Europe by adding positions in the Czech Republic and Poland, where we like the macro outlook and the quality of economic growth driven by consumption and investment. In Russia, we shifted our portfolio away from domestic names as we are becoming concerned with the combination of negative real interest rates and rising inflation. In addition, soaring inflation makes it difficult for the central bank to cut rates in the near term.

·                  In Latin America we trimmed the Fund’s exposure to commodities in Brazil with the expectation that current commodity price moves are unsustainable. From a sentiment standpoint, Brazilian stocks represent some of the most over-crowded trades in emerging markets. In the region, we also decreased our overweight position in Mexico due to less attractive valuations and concerns over the government’s inability to cut interest rates given inflation reports.

·                  We reduced an underweight position to Taiwan given the optimism regarding the newly elected, reform-oriented government and the shift in sentiment toward improving relations with China.

·                  The Fund’s overweight allocations are in Russia, Poland, the Czech Republic, Indonesia and Mexico.

·                  In the short-term, inflation concerns are leading to monetary tightening policies and slower economic growth. In effect, global emerging markets are experiencing a cyclical bear market within an overall secular bull market, similar in pattern to what the U.S. experienced in 1990 during its long bull run from 1987 to 1994. Longer-term, we believe the secular growth case for emerging markets remains intact. In 2007, emerging markets’ share in global gross domestic product (GDP) increased to over 30%, while the U.S. share has been declining. China’s contribution alone to global GDP was higher than the U.S.’s in 2007.

2

Letter to Stockholders (cont’d)

Management Strategies (cont’d)

·                  Since November 2007, it seems that the relationship between commodity prices and emerging markets equities has broken down. Historically, commodity price corrections lag peak economic growth by five months. We have begun to shift our portfolio to seek to benefit from what, in our view, will be a leadership change away from commodities to consumer discretionary and select financials stocks.

Sincerely,

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Investment Advisory Agreement Approval

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 reviewed similar information and factors regarding the Sub-Adviser, to the extent applicable. 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 at the Investment Adviser’s expense. (The Investment Adviser, Sub-Adviser and the Administrator together are referred to as the “Adviser” and the Advisory, Sub-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 advisory and administrative 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

On a regular basis, the Board reviews the performance of all funds in the Morgan Stanley Fund Complex, including the Fund, compared to their peers, paying specific attention to the underperforming funds. In addition, the Board specifically reviewed the Fund’s performance for the one-, three- and five-year periods ended December 31, 2007, as shown in a report provided by Lipper (the “Lipper Report”), compared to the performance of comparable funds selected by Lipper (the “performance peer group”). The Board also discussed with the Adviser the performance goals and the actual results achieved in managing the Fund. The Board concluded that the Fund’s performance was acceptable.

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

The Board noted that the Adviser did not manage any other proprietary funds with investment strategies substantially comparable to the Fund.

Fees and Expenses Relative to Comparable Funds Managed by Other Advisers

The Board reviewed the advisory and administrative fee (together, the “management fee”) rate and total expense ratio of the Fund as compared to the average management fee rate and average total expense ratio 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. The Board concluded that the management fee rate was acceptable as the total expense ratio was competitive with that of its expense peer group.

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 a closed-end 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 the Fund were not a factor that needed to be considered at the present time.

Profitability of the Adviser and Affiliates

The Board considered information concerning the costs incurred and profits realized by the Adviser and affiliates during the last year from their relationship with the Fund and during the last two years from their relationship with the Morgan Stanley Fund Complex and reviewed with the Adviser the cost allocation methodology used to determine the profitability of the Adviser and affiliates. Based on its review of the information it received, the Board concluded that the profits earned by the Adviser and affiliates were not excessive in light of the advisory, administrative and other services provided to the Fund.

4

Investment Advisory Agreement Approval (cont’d)

Fall-Out Benefits

The Board considered so-called “fall-out benefits” derived by the Adviser and affiliates from their relationship with the Fund and the Morgan Stanley Fund Complex, such as commissions on the purchase and sale of Fund shares and “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, from time to time, the Adviser may, directly or indirectly, effect trades on behalf of certain Morgan Stanley Funds through various electronic communications networks or other alternative trading systems in which the Adviser’s affiliates have ownership interests and/or board seats. The Board concluded that the sales commissions were competitive with those of other broker-dealers and the fall-out benefits 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 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 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 that it would be in the best interest of the Fund and its shareholders to approve renewal of the Management Agreement for another year.

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Portfolio of Investments

Portfolio of Investments (cont’d)

Portfolio of Investments (cont’d)

Portfolio of Investments (cont’d)