AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 30, 2003
                                        INVESTMENT COMPANY ACT FILE NO. 811-4710
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   ----------

                                    FORM N-2

                             REGISTRATION STATEMENT
                    UNDER THE INVESTMENT COMPANY ACT OF 1940

                                AMENDMENT NO. 24

                           THE ASIA PACIFIC FUND, INC.
               (Exact Name of Registrant as specified in Charter)

              Gateway Center Three, Newark, New Jersey, 07102-4077
                    (Address of Principal Executive Offices)

                                 (973) 367-7521
              (Registrant's Telephone Number, including Area Code)

                                 Deborah A. Docs
                           The Asia Pacific Fund, Inc.
                              Gateway Center Three
                         Newark, New Jersey, 07102-4077
                     (Name and Address of Agent for Service)

If any securities  being registered on this form will be offered on a delayed or
continuous basis in reliance on Rule 415 under the Securities Act of 1933, other
than securities  offered in connection with a dividend  reinvestment plan, check
the following box. [_]

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

       [_] when declared  effective  pursuant to Section 8(c).

If appropriate, check the following box:

       [_] this post-effective  amendment  designates a new effective date for a
previously filed post-effective amendment.

       [_] This form is filed to register additional  securities for an offering
pursuant  to Rule  462(b)  under  the  Securities  Act and  the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering is -____.


                                EXPLANATORY NOTE

This filing is made solely for the purpose of filing as an Exhibit the Amended
and Restated By-Laws of the Registrant.

                             Total No. of Pages: 27
                             Exhibit Index: 4




                           PART C -- OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

       Registrant's  Amended  and  Restated  Bylaws  are filed  herewith  as new
Exhibit 2(b).


                                   SIGNATURES


       Pursuant to the  requirements of the Investment  Company Act of 1940, the
Registrant  has duly caused this amendment to its  registration  statement to be
signed on its behalf by the undersigned,  thereunto duly authorized, in The City
of Newark, and State of New Jersey, on the 30th day of September, 2003.


                                              THE ASIA PACIFIC FUND, INC.

                                              By: /s/ Robert F. Gunia
                                                  ----------------------------
                                                  Robert F. Gunia
                                                  Director, Vice President and
                                                  Treasurer








                                  EXHIBIT INDEX


EXHIBIT NO.       DESCRIPTION                    METHOD OF FILING  EXHIBIT NO. IN FILING
-----------       -----------------------------  ----------------  ---------------------
                                                                  
2(b)              Amended and Restated Bylaws    Filed herewith.           99.2