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  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 9/26/06  Morgan Stanley China A...Fund/Inc N-2/A                 13:313                                    Capital Printing...01/FA
          Morgan Stanley China A Share Fund/Inc

Document/Exhibit                   Description                      Pages   Size 

 1: N-2/A       Pre-Effective Amendment to Registration Statement   HTML  1,429K 
                          of a Closed-End Investment Company                     
 2: EX-99.(G)(1)  Investment Advisory Agreement                     HTML     26K 
 3: EX-99.(G)(2)  Sub-Advisory Agreement                            HTML     20K 
 4: EX-99.(H)(1)  Form of Underwriting Agreement                    HTML     91K 
 5: EX-99.(H)(3)  Form of Marketing &Amp; Structuring Fee           HTML     21K 
                          Agreement                                              
 6: EX-99.(J)(1)  Global Custody Agreement                          HTML     76K 
 7: EX-99.(J)(2)  Supplementary Custodian Agreement                 HTML     61K 
 8: EX-99.(K)(1)  Transfer Agency and Service Agreement             HTML     57K 
 9: EX-99.(K)(2)  Administration Agreement                          HTML     21K 
10: EX-99.(K)(3)  Sub-Administration Agreement                      HTML     30K 
11: EX-99.(L)(1)  Opinion &Amp; Consent of Clifford Chance          HTML      8K 
12: EX-99.(L)(2)  Opinion and Consent of Ballard, Spahr             HTML     15K 
13: EX-99.(N)(1)  Consent of Ernst &Amp; Young Llp                  HTML      6K 

As filed with the U.S. Securities and Exchange Commission on September 26, 2006
Securities Act File No. 333-135690
Investment Company Act File No. 811-21926

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

(Check appropriate box or boxes)

FORM N-2

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. 2
Post-Effective Amendment No.

and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940
Amendment No. 2

MORGAN STANLEY CHINA A SHARE FUND, INC.

(Exact Name of Registrant as Specified in Charter)

1221 Avenue of the Americas
New York, New York 10020
(Address of Principal Executive Offices)

(800) 231-2608
(Registrant’s Telephone Number, including Area Code)

Ronald E. Robison, President
Morgan Stanley China A Share Fund, Inc.
1221 Avenue of the Americas
New York, New York 10020
(Name and Address of Agent for Service)

Copies to:

Stuart M. Strauss, Esq. Clifford Chance US LLP 31 West 52nd Street New York, New York 10019 (212) 878-8000			Joseph A. Hall, Esq. Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 (212) 450-4000

Approximate date of proposed public offering:
As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check this box.    

It is proposed that this filing will become effective (check appropriate box):

when declared effective pursuant to Section 8(c)

CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

Title of Securities Being Registered

Amount Being Registered(1)

Proposed Maximum Offering Price Per Unit

Proposed Maximum Aggregate Offering Price

Amount of Registration Fee

Common Stock, par value $0.01 per share

13,116,473 shares

$20.00

$262,329,460

$28,070(1)(2)(3)

(1)	Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act of 1933.

(2)	Includes Shares that may be offered to the Underwriter pursuant to an option to cover over-allotments.

(3)	$28,070 of which was previously paid.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Form N-2
CROSS-REFERENCE SHEET
Parts A and B of the Prospectus*

Items in Part A and B of Form N-2						Location in Prospectus
1.			Outside Front Cover			Outside Front Cover Page of Prospectus
2.			Cover Pages, Other Offering Information			Inside Front and Outside Back Cover Page of Prospectus
3.			Fee Table and Synopsis			Summary of Fund Expenses; Prospectus Summary
4.			Financial Highlights			Not Applicable
5.			Plan of Distribution			Outside Front Cover Page of Prospectus; Prospectus Summary, Underwriter
6.			Selling Stockholders			Not Applicable
7.			Use of Proceeds			Prospectus Summary; Use of Proceeds
8.			General Description of the Registrant			Outside Front Cover Page of Prospectus; Prospectus Summary; The Fund; The Fund’s Investments; Principal Risks of the Fund; Investment Restrictions; Description of Common Shares
9.			Management			Management of the Fund; Portfolio Transactions and Brokerage; Description of Common Shares; Dividend Paying Agent, Transfer Agent and Registrar; Custodian and Sub-Custodian
10.			Capital Stock, Long-Term Debt, and other Securities			Description of Common Shares; Dividends and Distributions; Dividend Reinvestment Plan; Tax Matters
11.			Defaults and Arrears on Senior Securities			Not Applicable
12.			Legal Proceedings			Not Applicable
13.			Table of Contents of the Statement of Additional Information			Not Applicable
14.			Cover Page			Not Applicable
15.			Table of Contents			Not Applicable
16.			General Information and History			Prospectus Summary; The Fund
17.			Investment Objective and Policies			Prospectus Summary; The Fund’s Investments; Investment Restrictions
18.			Management			Prospectus Summary; Management of the Fund
19.			Control Persons and Principal Holders of Securities			Management of the Fund
20.			Investment Advisory and Other Services			Prospectus Summary; Management of the Fund; Custodian and Sub-Custodian; Dividend Paying Agent, Transfer Agent and Registrar
21.			Portfolio Managers			Management of the Fund
22.			Brokerage Allocation and Other Practices			Portfolio Transactions and Brokerage
23.			Tax Status			Tax Matters
24.			Financial Statements			Statement of Assets and Liabilities

*	Pursuant to the General Instructions to Form N-2, all information required to be set forth in Part B has been included in Part A. Information required to be included in Part C is set forth under the appropriate item, so numbered in Part C to this Registration Statement.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS (Subject to Completion)
Issued September 26, 2006

12,201,371 Shares
Morgan Stanley China A Share Fund, Inc.
COMMON STOCK

Morgan Stanley China A Share Fund, Inc. (the ‘‘Fund’’) is offering 12,201,371 shares of common stock. This is the initial public offering of the Fund’s shares of common stock and no public market exists for its common stock.

Investment Objective.    The Fund is a newly organized, non-diversified, closed-end management investment company. The Fund’s investment objective is to seek capital growth. The Fund seeks to achieve its investment objective by investing, under normal circumstances, at least 80% of its assets in A-shares of Chinese companies listed on the Shanghai and Shenzhen Stock Exchanges. The Fund may invest, up to 15% of its net assets, in warrants, structured investments or other Strategic Transactions (as defined under ‘‘Prospectus Summary—The Fund's Investments’’) in order to maintain exposure of at least 80% of its assets to the A-share market. The Fund is the first U.S. registered investment company that will invest principally in China A-shares. The Fund may also invest up to 20% of its assets in other types of investments, including B-shares of companies listed on the Shanghai and Shenzhen Stock Exchanges, shares (‘‘H-shares’’) of companies incorporated in mainland China and listed on The Stock Exchange of Hong Kong Limited (the ‘‘Hong Kong Stock Exchange’’), shares of companies (‘‘Red Chip companies’’) with controlling Chinese shareholders that are incorporated outside mainland China and listed on the Hong Kong Stock Exchange, shares of China-related companies listed on the Hong Kong Stock Exchange, the Stock Exchange of Singapore (the ‘‘Singapore Stock Exchange’’) or other exchanges, and assets which may or may not be China-related, including shares of open- and closed-end investment companies, Strategic Transactions, common stocks, bonds, convertible securities, money market and other short-term debt securities and cash equivalents. For purposes of the Fund’s policies, ‘‘China’’ means the People’s Republic of China, which includes Hong Kong, and a ‘‘China-related’’ company is a company that (i) is organized in, or for which the principal securities trading market is in, China or (ii) derives or that is expected to derive 50% or more of its annual revenues primarily from either goods produced, sales made or services performed in China. See ‘‘Appendix A—Geographic, Political and Economic Developments in the People's Republic of China.’’ There can be no assurance that the Fund’s investment objective will be achieved.

No Prior History.    Because the Fund is newly organized, its shares have no history of public trading. Shares of closed-end investment companies frequently trade at a discount to their net asset value. This risk may be greater for investors expecting to sell their shares in a relatively short period after completion of this public offering. The Fund anticipates that its common shares will be listed on the New York Stock Exchange, subject to official notice of issuance, under the symbol ‘‘CAF.’’

(continued on following page)

Investment in the Fund’s common shares involves certain risks that are not typically associated with investments in securities of U.S. issuers, arising in part from the Fund’s investments in securities of Chinese companies. Before buying any of the Fund’s common shares, you should read the discussion of the material risks of investing in the Fund in ‘‘Principal Risks of the Fund’’ beginning on page 38 of this prospectus. Certain of the risks are summarized in ‘‘Prospectus Summary—Principal Risks of the Fund’’ beginning on page 7.

PRICE $20.00 A SHARE

			Price to Public			Sales Load			Estimated Offering Expenses			Proceeds to the Fund
Per Share			$20.00			$0.90			$0.04			$19.06
Total			$244,027,420			$10,981,234			$488,055			$232,558,131

The Fund has granted the underwriter an option to purchase up to 915,102 additional common shares at the price to public, less the sales load, within 45 days of the date of this prospectus solely to cover over-allotments, if any. If such option is exercised in full, the total price to public, sales load, estimated offering expenses and proceeds to the Fund will be $262,329,460, $11,804,826, $524,659 and $249,999,975, respectively. See ‘‘Underwriter’’ on page 85.

Morgan Stanley Investment Management Inc., the Fund’s investment adviser, will pay a marketing and structuring fee to Morgan Stanley & Co. Incorporated calculated at 1.25% of the aggregate price to public of the common shares sold by Morgan Stanley & Co. Incorporated, including over-allotted shares. This fee is not reflected under estimated offering expenses in the table above. See ‘‘Underwriter—Additional Compensation to Be Paid by the Adviser to the Underwriter.’’

The Fund will pay offering costs (other than the sales load) up to an aggregate of $0.04 per share of the Fund’s common shares sold in this offering. Morgan Stanley Investment Management Inc. has agreed to pay (i) all organizational expenses of the Fund and (ii) such offering expenses of the Fund (other than the sales load) to the extent that they exceed $0.04 per share of the Fund’s common shares. The aggregate offering expenses (other than the sales load) currently are estimated to be $600,000 (including amounts to be paid by Morgan Stanley Investment Management Inc.). Proceeds to the Fund are calculated after expenses.

The Securities and Exchange Commission and state securities regulators have not approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Morgan Stanley & Co. Incorporated expects to deliver the common shares to purchasers on or about                              , 2006.

MORGAN STANLEY

                       , 2006

(continued from previous page)

Investment Adviser.    The Fund’s investment adviser is Morgan Stanley Investment Management Inc. (the ‘‘Adviser’’). Morgan Stanley & Co. Incorporated is an affiliate of the Adviser.

Risks of Investing in Chinese Companies.     An investment in the Fund should be considered speculative. Investments in Chinese companies involve certain risks and special considerations not typically associated with the United States, such as greater government control over the economy, political and legal uncertainty, currency fluctuations or blockage, the risk that the Chinese government may decide not to continue to support economic reform programs and the risk of nationalization or expropriation of assets. Additionally, the Chinese securities markets are emerging markets characterized by a relatively small number of equity issues and relatively low trading volume, resulting in substantially less liquidity and greater price volatility. These risks may be more pronounced for the A-share market than for Chinese securities markets generally. Moreover, information available about Chinese companies may not be as complete, accurate or timely as information about listed U.S. companies. See ‘‘Principal Risks of the Fund.’’

The information set forth in this prospectus regarding China, its economy, and the Shanghai, Shenzhen, Hong Kong and Singapore Stock Exchanges has been extracted from various government and private publications. The Fund and its Board of Directors have not attempted to verify the statistical information presented in this prospectus. In this prospectus, unless otherwise specified, all references to ‘‘U.S. dollars,’’ ‘‘US$’’ or ‘‘$’’ are to United States dollars, to ‘‘RMB’’ or ‘‘renminbi’’ are to Chinese renminbi and to ‘‘H.K. dollars’’ or ‘‘HK$’’ are to Hong Kong dollars. On September 25, 2006, the exchange rates published in The Wall Street Journal were RMB7.9170 = US$1.00 and HK$7.7835 = US$1.00 and, unless otherwise specified, all renminbi and H.K. dollar amounts have been converted to U.S. dollars at such exchange rates. No representation is made that the renminbi, H.K. dollar or U.S. dollar amounts in this prospectus could have been or could be converted into renminbi, H.K. dollars or U.S. dollars, as the case may be, at any particular rate or at all.

Certain numbers and percentages have been rounded for ease of presentation, which may result in amounts not totaling precisely.

Please read this prospectus carefully before deciding whether to invest and retain it for future reference. Information required to be in the Fund’s Statement of Additional Information is found in this prospectus. It sets forth concisely the information about the Fund that a prospective investor ought to know before investing in the Fund. Copies of the Fund’s annual and semi-annual reports, when available, may be obtained upon request, without charge, by calling (800) 231-2608 and also will be made available on the Fund’s website at www.morganstanley.com. You may also call this toll-free telephone number to request other information about the Fund or to make stockholder inquiries. Information on, or accessible through, the Fund’s website is not a part of, and is not incorporated into, this prospectus. The Securities and Exchange Commission maintains an internet website (www.sec.gov) that contains other information regarding the Fund.

The Fund’s common shares do not represent a deposit or obligation of, and are not guaranteed by or endorsed by, any bank or other insured depositary institution, and are not federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency.

TABLE OF CONTENTS

			Page
Prospectus Summary					1
Summary of Fund Expenses					22
The Fund					23
Use of Proceeds					23
The Fund’s Investments					24
Principal Risks of the Fund					38
Investment Restrictions					48
Management of the Fund					50
Portfolio Transactions and Brokerage