THAI FUND INC
N-30D, 1996-03-07
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<PAGE>
                              THE THAI FUND, INC.

- ---------------------------------------------

OFFICERS AND DIRECTORS

<TABLE>
<S>                              <C>
Barton M. Biggs                  Snoh Unakul
CHAIRMAN OF THE BOARD            DIRECTOR
OF DIRECTORS                     Frederick B. Whittemore
Warren J. Olsen                  DIRECTOR
PRESIDENT AND DIRECTOR           James W. Grisham
Peter J. Chase                   VICE PRESIDENT
DIRECTOR                         Harold J. Schaaff, Jr.
John W. Croghan                  VICE PRESIDENT
DIRECTOR                         Joseph P. Stadler
David B. Gill                    VICE PRESIDENT
DIRECTOR                         Valerie Y. Lewis
Graham E. Jones                  SECRETARY
DIRECTOR                         James R. Rooney
Sukri Kaocharern                 TREASURER
DIRECTOR                         Joanna M. Haigney
John A. Levin                    ASSISTANT TREASURER
DIRECTOR
William G. Morton, Jr.
DIRECTOR
</TABLE>

- ---------------------------------------------
U.S. INVESTMENT ADVISER
Morgan Stanley Asset Management Inc.
1221 Avenue of the Americas
New York, New York 10020
- ----------------------------------------------------------------
THAI INVESTMENT ADVISER
The Mutual Fund Public Company Limited
30th-32nd Floor, Lake Rajada Building
193-195 Ratchadaphisek Road
Khlong-Toey, Bangkok 10110 Thailand
- ----------------------------------------------------------------
ADMINISTRATOR
The Chase Manhattan Bank, N.A.
73 Tremont Street
Boston, Massachusetts 02108
- ----------------------------------------------------------------
CUSTODIANS
The Thai Farmers Bank Limited (International)
400 Phahon Yothin Road
Bangkok, Thailand

The Chase Manhattan Bank, N.A. (Domestic)
770 Broadway
New York, New York 10003

- ----------------------------------------------------------------
SHAREHOLDER SERVICING AGENT
The First National Bank of Boston
Investor Relations Department
P.O. Box 644, Mail Stop 45-02-09
Boston, Massachusetts 02102-0644
(617) 575-2900
- ----------------------------------------------------------------
LEGAL COUNSEL
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
- ----------------------------------------------------------------
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP
1177 Avenue of the Americas
New York, New York 10036

- ----------------------------------------------------------------
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.

        ----------------------------------------------------------------

                                      THE
                                   THAI FUND,
                                      INC.
                          ----------------------------

                                 ANNUAL REPORT
                               DECEMBER 31, 1995
                      MORGAN STANLEY ASSET MANAGEMENT INC.
                               INVESTMENT ADVISER
<PAGE>
LETTER TO SHAREHOLDERS
- --------

    1995 turned out to be another volatile year for the Thailand stock market.
The Thailand stock market fell -6.11% in U.S. dollar terms in 1995, although
this masks the wide swings that took place over the year. The Thai Fund, Inc.
(the "Fund") outperformed the U.S. dollar adjusted Securities Exchange of
Thailand (the "Index") by 6.06% for the year, posting a total return of -0.05%,
based on net asset value per share. The Fund's outperformance of the Index was
attributable to its overweighted position in the banking and communications
sectors, which rose 10.4% and 2.2% respectively. Among the largest sectors, real
estate and building materials were the worst performing, declining 20.4% and
15.9% respectively. The Fund was underweighted in these two sectors. Of the
Fund's ten largest holdings, some of the best performing stocks included
Advanced Info (+27.4%), Siam Commercial Bank (+21.6%), Shinawatra Computer
(+13.1%), Finance One (+11.8%), and TelecomAsia (+9.2%). The Fund also bought
into two stocks aggressively, Serm Suk and Krungthai Thanakit, both of which
rose by more than 56% for the year. Since inception, the Fund has had a total
return based on net asset value per share of 363.82% compared with 244.39% for
the Index. The share price of the Fund closed the year at U.S. $22.38, which
represented a 10.08% discount from net asset value per share.

    The year had started on a weak note triggered in large part by fears over a
possible devaluation of the Thai baht, following the Mexican peso crisis.
Although confidence eventually returned to the market, interest rates reached a
high of 20% during the height of the crisis. Strong buying of regional markets
by foreign investors lifted the broad market in the second quarter. This was
subsequently interrupted by the general election on July 2, Thailand's 18th in
its 62 years of democracy. The newly-elected coalition party led by Banharn's
Chart Thai Party was viewed negatively by investors and the market turned south
for the most part of the third quarter. Measures such as capping loan growth and
tightening monetary policy did not help sentiment. Earnings in general were
below expectations. Towards the end of the year, the market rose on the back of
foreign buying across the region.

    The banking sector shone throughout the year, leading the market for the
most part. Earnings growth was strong although there were some disappointments
among the bigger banks. The building materials and chemical sectors experienced
wide swings in earnings. They rose on bullish sentiment but fell sharply when
prices of petrochemicals and steel started to fall in the second half of the
year. Finance stocks fell sharply in the initial half of the year but the larger
cap finance stocks regained most of their lost ground by the end of the year.
Communications rose on strong earnings from cellular operations.

    Based on the Bank of Thailand's forecast, the Thai economy grew by 8.6% in
1995 and is projected to slow slightly to 8.3% in 1996. The current account
deficit should also decline from 7.1% of GDP in 1995 to about 6.5% in 1996.
Inflation is also expected to moderate from 5.8% to about 4.9% in 1996.
Investors can, therefore, expect fairly robust economic growth in 1996. Slightly
slower growth would prevent excesses from building up and overheating the
economy. This should underpin the equities market in 1996.

    The consensus forecast for earnings growth in 1996 for Thailand is about
15-20%. This places the Thai market at a reasonable price earnings ratio of 16.5
for 1996. This is relatively attractive when compared with the region and
should, therefore, provide strong support for the market.

    At this writing, the market was very strong in January, 1996 led by a
liquidity-driven rally. Foreign and local investors bought stocks aggressively
as the decline in local interest rates sparked bullish investments in the
market. The market should continue to perform well for the most part of this
year. 1995 earnings released by Thai companies thus far this year have been in
line with expectations. With potential earnings growth of 20% expected in 1996,
the market should do quite well relative to the region.

Sincerely,

             [SIGNATURE]
Warren J. Olsen
PRESIDENT

February 7, 1996

                                       2
<PAGE>
The Thai Fund, Inc.
Investment Summary as of December 31, 1995
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
HISTORICAL
INFORMATION
                                                    TOTAL RETURN (%)
                    --------------------------------------------------------------------------------

                         MARKET VALUE (1)          NET ASSET VALUE (2)           INDEX (1)(3)**
                    --------------------------  --------------------------  ------------------------
                                     AVERAGE                     AVERAGE                   AVERAGE
                     CUMULATIVE      ANNUAL      CUMULATIVE      ANNUAL      CUMULATIVE     ANNUAL
                    --------------------------  --------------------------  ------------------------
<S>                 <C>            <C>          <C>            <C>          <C>           <C>
ONE YEAR                 13.65%        13.65%        -0.05%        -0.05%        -6.11%       -6.11%
FIVE YEAR               156.35+++      20.70+++     237.92+++      27.56+++     110.07        15.99
SINCE INCEPTION*        316.96+++      19.87+++     363.82+++      21.51+++     244.39        17.00
</TABLE>

PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE.

- --------------------------------------------------------------------------------

RETURNS AND PER SHARE INFORMATION

A BAR CHART REFLECTING THE DATA BELOW IS REFLECTED HERE.

<TABLE>
<CAPTION>
 YEARS ENDED DECEMBER 31:
<S>                          <C>        <C>        <C>        <C>        <C>        <C>        <C>            <C>
                                 1988*       1989       1990       1991       1992       1993           1994       1995
Net Asset Value Per Share       $10.24     $18.88     $13.08     $15.41     $20.69     $39.42         $28.30     $24.89
Market Value Per Share          $11.75     $32.25     $16.00     $16.25     $18.75     $36.88         $22.38     $22.38
Premium/(Discount)               14.7%      70.8%      22.3%       5.5%      -9.4%      -6.4%         -20.9%     -10.1%
Income Dividends                 $0.29      $0.36      $0.21      $0.21          -      $0.36          $0.35      $0.11
Capital Gains Distributions          -      $2.09      $1.68      $0.47          -      $0.51          $4.62      $3.38
Fund Total Return (2)           -5.60%    109.87%    -20.44%     23.08%     34.26%     98.89%     -10.43%+++     -0.05%
Index Total Return (1)(3)
**                               3.90%    120.97%    -28.60%     15.80%     24.71%     88.40%        -17.76%     -6.11%
</TABLE>

 (1) Assumes dividends and distributions, if any, were reinvested.

 (2) Total  investment return  based on per  share net asset  value 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  return  does  not  include  the  effect  of  dilution in
     connection  with  the  Rights  Offering.  These  percentages  are  not   an
     indication  of the  performance of a  shareholder'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.

 (3) U.S. dollar adjusted Securities Exchange of Thailand (SET) Index.

 * The Fund commenced operations on February 16, 1988.

 ** Unaudited.

+++ Adjusted for Rights Offering.

                                       3
<PAGE>
The Thai Fund, Inc.
Portfolio Summary as of December 31, 1995
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

PORTFOLIO INVESTMENTS DIVERSIFICATION

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<S>                      <C>
Short-Term Investments        2.9%
Equity Securities            97.1%
</TABLE>

- --------------------------------------------------------------------------------

SECTORS

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<S>                                <C>
Banking                                31.9%
Financial Services                     25.2%
Telecommunications                     18.7%
Building Materials & Components         8.0%
Electrical & Electronics                6.8%
Energy Sources                          4.6%
Real Estate                             3.6%
Beverages & Tobacco                     3.3%
Wholesale & International Trade         2.6%
Construction & Housing                  2.5%
Other                                  -7.2%
</TABLE>

- --------------------------------------------------------------------------------

TEN LARGEST HOLDINGS
<TABLE>
<CAPTION>
                                    PERCENT OF
                                    NET ASSETS
                                    ----------
<C>  <S>                            <C>
 1.  Bangkok Bank Ltd. (Local)        11.0%
 2.  Thai Farmers Bank, Ltd.
     (Local)                          10.3
 3.  Siam Commercial Bank Co.,
     Ltd. (Local)                      8.2
 4.  Advanced Information Services
     Co., Ltd. (Local)                 7.6
 5.  TelecomAsia Corp., Ltd.
     (Local)                           5.3

<CAPTION>
                                    PERCENT OF
                                    NET ASSETS
                                    ----------
<C>  <S>                            <C>

 6.  Finance One Co., Ltd. (Local)     5.3%
 7.  National Finance & Securities
     Co., Ltd. (Local)                 5.2
 8.  Phatra Thanakit Co., Ltd.
     (Local)                           5.2
 9.  Shinawatra Computer Co., Ltd.
     (Local)                           4.7
10.  Siam Cement Co., Ltd. (Local)     4.5
                                       ---
                                      67.3%
                                       ---
                                       ---
</TABLE>

                                       4
<PAGE>
FINANCIAL STATEMENTS
- ---------

STATEMENT OF NET ASSETS
- ---------

DECEMBER 31, 1995

<TABLE>
<CAPTION>
                                                                           VALUE
                                                      SHARES               (000)
<S>                                       <C>                 <C>
- ---------------------------------------------------------
- ------------
THAI INVESTMENT PLAN (116.5%)
- --------------------------------------------------
- ----------
THAI COMMON STOCKS (114.2%)
(Unless otherwise noted)
- -----------------------------------------------------------------
- -------------
APPLIANCES & HOUSEHOLD DURABLES (1.4%)
  Sanyo Universal Electric Company, Ltd.             158,600         U.S.$   693
  Singer Thailand, Ltd. (Local)                      250,150               3,634
                                                              ------------------
                                                                           4,327
                                                              ------------------
- -----------------------------------------------------------------
- -------------
AUTOMOBILES (1.9%)
  Swedish Motor Corp., Ltd. (Local)                1,500,000               5,955
                                                              ------------------
- -----------------------------------------------------------------
- -------------
BANKING (31.9%)
  Bangkok Bank Ltd. (Local)                        4,020,000              34,471
  Industrial Finance Corp. of Thailand
   (Local)                                           980,653               3,329
  Siam City Bank, Ltd. (Local)                     2,100,000               2,105
  Siam Commercial Bank Co., Ltd. (Local)           2,600,000              25,597
  Thai Farmers Bank, Ltd. (Local)                  4,724,000              32,256
  Thai Military Bank, Ltd. (Local)                   660,000               2,279
                                                              ------------------
                                                                         100,037
                                                              ------------------
- -----------------------------------------------------------------
- -------------
BEVERAGES & TOBACCO (3.3%)
  The Serm Suk Co., Ltd. (Local)                     665,000              10,296
                                                              ------------------
- -----------------------------------------------------------------
- -------------
BUILDING MATERIALS & COMPONENTS (8.0%)
  American Standard Sanitaryware
   Thailand, Ltd. (Local)                             75,150               1,283
  Siam Cement Co., Ltd. (Local)                      264,000              14,002
  Siam City Cement Co., Ltd (Local)                  620,000               9,697
                                                              ------------------
                                                                          24,982
                                                              ------------------
- -----------------------------------------------------------------
- -------------
CONSTRUCTION & HOUSING (2.5%)
  +Bangkok Expressway Public Co., Ltd.               242,500                 390
  +Ch. Karnchang Public Co., Ltd.                    326,000               3,391
  Italian-Thai Development Corp.                     390,000               3,994
                                                              ------------------
                                                                           7,775
                                                              ------------------
</TABLE>

- -----------------------------------------------------------------
- -------------

<TABLE>
<CAPTION>
                                                                           VALUE
                                                      SHARES               (000)

- -----------------------------------------------------------------
- -------------
<S>                                       <C>                 <C>
ELECTRICAL & ELECTRONICS (6.8%)
  International Engineering Co., Ltd.
   (Local)                                         1,221,000  U.S.$        6,544
  Shinawatra Computer Co., Ltd. (Local)              600,000              14,768
                                                              ------------------
                                                                          21,312
                                                              ------------------
- -----------------------------------------------------------------
- -------------
ENERGY SOURCES (4.6%)
  Banpu Public Co., Ltd. (Local)                     260,000               5,656
  +Electricity Generating Public Co.
   (Local)                                         1,947,000               5,758
  PTT Exploration & Production Co., Ltd.
   (Local)                                           300,000               3,144
                                                              ------------------
                                                                          14,558
                                                              ------------------
- -----------------------------------------------------------------
- -------------
FINANCIAL SERVICES (25.2%)
  Dhana Siam Finance & Securities Co.,
   Ltd. (Local)                                    2,500,000              12,703
  Finance One Co., Ltd. (Local)                    2,822,600              16,472
  General Finance & Securities Co., Ltd.
   (Local)                                         1,302,400               5,998
  +Krungthai Thanakit plc                          1,100,000               4,454
  National Finance & Securities Co.,
   Ltd. (Local)                                    3,436,000              16,232
  Phatra Thanakit Co., Ltd. (Local)                2,200,000              16,157
  Thai Investment & Securities Co., Ltd.
   (Local)                                           237,000               6,849
                                                              ------------------
                                                                          78,865
                                                              ------------------
- -----------------------------------------------------------------
- -------------
HEALTH & PERSONAL CARE (0.0%)
  Bumrungrad Hospital Co., Ltd. (Local)               31,000                  43
                                                              ------------------
- -----------------------------------------------------------------
- -------------
INSURANCE (1.1%)
  Ayudhya Life Assurance Co., Ltd.
   (Local)                                           196,612                 812
  Bangkok Insurance Co., Ltd. (Local)                161,804               2,634
                                                              ------------------
                                                                           3,446
                                                              ------------------
- -----------------------------------------------------------------
- -------------
MISCELLANEOUS MATERIALS & COMMODITIES (1.6%)
  Charoen Pokphand Feedmill Co., Ltd.
   (Local)                                         1,040,000               4,872
  Thai Modern Plastic Industry Co., Ltd.
   (Local)                                            12,700                  12
                                                              ------------------
                                                                           4,884
                                                              ------------------
- -----------------------------------------------------------------
- -------------
MULTI-INDUSTRY (1.0%)
  Loxley Co., Ltd. (Local)                           164,000               3,210
                                                              ------------------
</TABLE>

- -----------------------------------------------------------------
- -------------

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

                                       5
<PAGE>

<TABLE>
<CAPTION>
                                                                           VALUE
                                                      SHARES               (000)
- -----------------------------------------------------------------
- -------------
<S>                                       <C>                 <C>
REAL ESTATE (3.6%)
  Land & House Co., Ltd. (Local)                     715,600  U.S.$       10,284
  ***+MBK Properties and Development plc             470,000                 896
                                                              ------------------
                                                                          11,180
                                                              ------------------
- -----------------------------------------------------------------
- -------------
TELECOMMUNICATIONS (18.7%)
  Advanced Information Services Co.,
   Ltd. (Local)                                    1,339,800              23,722
  +TelecomAsia Corp., Ltd. (Local)                 5,500,000              16,703
  +Thai Telephone & Telecommunications
   Co. (Local)                                     1,150,000               6,254
  United Communications Industry (Local)             940,000              12,016
                                                              ------------------
                                                                          58,695
                                                              ------------------
- -----------------------------------------------------------------
- -------------
TEXTILES & APPAREL (0.0%)
  ***+Thai Rung Textile                                3,832                  49
                                                              ------------------
- -----------------------------------------------------------------
- -------------
WHOLESALE & INTERNATIONAL TRADE (2.6%)
  International Cosmetics Co., Ltd.
   (Local)                                           875,000               7,989
                                                              ------------------
- -----------------------------------------------------------------
- -------------
TOTAL THAI COMMON STOCKS
  (Cost U.S. $199,056)                                                   357,603
                                                              ------------------
- -----------------------------------------------------------------
- -------------
</TABLE>

<TABLE>
<CAPTION>
                                                  FACE
                                                 AMOUNT
                                                  (000)
<S>                                          <C>                 <C>
- ---------------------------------------------------------
- ------------
FOREIGN CURRENCY ON DEPOSIT WITH CUSTODIAN (2.3%)
  (Interest Bearing Demand Account)
  Thai Baht
   (Cost U.S. $7,180)             THB               179,617                7,130
                                                                 ---------------
- -----------------------------------------------------------------
- -------------
TOTAL THAI INVESTMENT PLAN
  (Cost U.S. $206,236)                                                   364,733
                                                                 ---------------
- -----------------------------------------------------------------
- -------------
SHORT TERM INVESTMENT (1.1%)
- --------------------------------------------------------------------------------
REPURCHASE AGREEMENT
  Chase Manhattan Bank, N.A., 5.35%,
   dated 12/29/95, due 1/2/96, to be
   repurchased at U.S. $3,409,
   collateralized by U.S. $2,180 United
   States Treasury Bonds 13.75%, due
   8/15/04, valued at U.S. $3,480
   (Cost U.S. $3,407)            U.S.$                3,407                3,407
                                                                 ---------------
</TABLE>

- -----------------------------------------------------------------
- -------------

<TABLE>
<CAPTION>
                                                     AMOUNT             VALUE
                                                      (000)             (000)
<S>                                                 <C>            <C>
- ---------------------------------------------------------
- ------------
TOTAL INVESTMENTS (117.6%)
  (Cost U.S. $209,643)                                             U.S.$   368,140
                                                                   ---------------
- -----------------------------------------------------------------
- -------------
OTHER ASSETS (0.1%)
  Cash                                              U.S.$  1
  Dividends Receivable                                   101
  Interest Receivable                                      8
  Other Assets                                            28                   138
                                                    ---------      ---------------
- -----------------------------------------------------------------
- -------------
LIABILITIES (-17.7%)
  Deferred Thai Taxes                                                      (15,855)
  Payable for:
    Dividends Declared                               (34,915)
    Thai Taxes                                        (4,062)
    U.S. Investment Advisory Fees                       (164)
    Offering Costs                                       (80)
    Thai Investment Advisory Fees                        (66)
    Professional Fees                                    (49)
    Shareholder Reporting Expenses                       (39)
    Custodian Fees                                       (31)
    Administrative Fees                                  (23)
    Directors' Fees and Expenses                         (20)
  Other Liabilities                                       (9)              (39,458)
                                                    ---------      ---------------
- -----------------------------------------------------------------
- -------------
NET ASSETS (100%)
  Applicable to 12,572,354, issued and outstanding U.S. $0.01
   par value shares (30,000,000 shares authorized)                 U.S.$   312,965
                                                                     -------------
- -----------------------------------------------------------------
- -------------
NET ASSET VALUE PER SHARE                                          U.S$      24.89
                                                                     -------------
- -----------------------------------------------------------------
- -------------
AT DECEMBER 31, 1995, NET ASSETS CONSISTED OF:
- ----------------------------------------------------------------------------------
  Common Stock                                                     U.S.$       126
  Capital Surplus                                                          176,104
  Distributions in Excess of Net
   Investment Income                                                        (4,052)
  Distributions in Excess of Net
   Realized Gain                                                            (1,855)
  Unrealized Appreciation on Investments
   and Foreign Currency Translations
   (net of accrual for Thai tax of
   U.S.$15,855 on unrealized
   appreciation.)                                                          142,642
- ----------------------------------------------------------------------------------
TOTAL NET ASSETS                                                   U.S.$   312,965
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
</TABLE>

  + -- Non-income producing.
*** -- Security  acquired through an initial public  offering of shares and fair
       valued at cost pending listing -- see Note A-1 to financial statements.

December 31, 1995 exchange rate -- Thai Baht (THB) 25.190=U.S.$1.00

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

                                       6
<PAGE>

<TABLE>
<CAPTION>
                                                                  YEAR ENDED
                                                                 DECEMBER 31,
                                                                     1995
STATEMENT OF OPERATIONS                                              (000)
<S>                                                              <C>
- ------------------------------------------------------------------------------
INVESTMENT INCOME
    Dividends...............................................     U.S.$  7,983
    Interest................................................            1,012
- ------------------------------------------------------------------------------
      Total Income..........................................            8,995
- ------------------------------------------------------------------------------
EXPENSES
    U.S Investment Advisory Fees............................            2,000
    Thai Investment Advisory Fees...........................              842
    Custodian Fees..........................................              363
    Administrative Fees.....................................              278
    Directors' Fees and Expenses............................              126
    Professional Fees.......................................              104
    Shareholder Reporting Expenses..........................               97
    Transfer Agent Fees.....................................               28
    Other Expenses..........................................              115
- ------------------------------------------------------------------------------
      Total Expenses........................................            3,953
- ------------------------------------------------------------------------------
    Net Investment Income Before Thai Tax...................            5,042
    Less: Thai Tax on Investment Income.....................              459
- ------------------------------------------------------------------------------
      Net Investment Income.................................            4,583
- ------------------------------------------------------------------------------
NET REALIZED GAIN
    Investment Securities Sold (Net of Thai tax of U.S.
     $3,532 on net realized gains)..........................           31,772
    Foreign Currency Transactions...........................               19
- ------------------------------------------------------------------------------
      Net Realized Gain.....................................           31,791
- ------------------------------------------------------------------------------
CHANGE IN UNREALIZED APPRECIATION
    Investments.............................................          (32,971)
    Foreign Currency Translations...........................              (77)
- ------------------------------------------------------------------------------
      Change in Unrealized Appreciation.....................          (33,048)
- ------------------------------------------------------------------------------
Total Net Realized Gain and Change in Unrealized
 Appreciation...............................................           (1,257)
- ------------------------------------------------------------------------------
   NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS.....     U.S.$  3,326
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                    YEAR ENDED         YEAR ENDED
                                                   DECEMBER 31,       DECEMBER 31,
                                                       1994               1995
STATEMENT OF CHANGES IN NET ASSETS                     (000)              (000)
<S>                                                <C>                <C>
- -----------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS
Operations:
    Net Investment Income.....................     U.S.$  3,392       U.S.$  4,583
    Net Realized Gain.........................           33,539             31,791
    Change in Unrealized Appreciation.........          (86,638)           (33,048)
- -----------------------------------------------------------------------------------
    Net Increase (Decrease) in Net Assets
     Resulting from Operations................          (49,707)             3,326
- -----------------------------------------------------------------------------------
Distributions:
    Net Investment Income.....................           (3,693)              (736)
    In Excess of Net Investment Income........               --               (638)
    Net Realized Gain.........................          (52,150)           (40,523)
    In Excess of Net Realized Gain............               --             (1,855)
- -----------------------------------------------------------------------------------
    Total Distributions.......................          (55,843)           (43,752)
- -----------------------------------------------------------------------------------
Capital Share Transactions:
    Common Stock Issued through Rights
     Offering (1,829,145 shares)..............           44,009                 --
    Offering Costs............................             (570)                --
    Reinvestment of Distributions (150,472 and
     420,438 shares, respectively)............            4,984              9,551
- -----------------------------------------------------------------------------------
    Net Increase in Net Assets Resulting from
     Capital Share Transactions...............           48,423              9,551
- -----------------------------------------------------------------------------------
    Total Decrease............................          (57,127)           (30,875)
Net Assets:
    Beginning of Year.........................          400,967            343,840
- -----------------------------------------------------------------------------------
    End of Year (including distributions in
     excess of net investment income of U.S.
     $(3,507) and U.S. $(4,052),
     respectively)............................     U.S.$343,840       U.S.$312,965
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
</TABLE>

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

                                       7
<PAGE>

<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS

<S>                                  <C>                <C>                <C>               <C>                 <C>
SELECTED PER SHARE DATA AND RATIOS:           1991               1992              1993           1994                      1995
- --------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF YEAR,
 JANUARY 1.........................  U.S.$  13.08       U.S.$  15.41       U.S.$ 20.69       U.S.$   39.42       U.S.$   28.30
- --------------------------------------------------------------------------------------------------------------------------------
Offering Costs.....................            --                 --                --               (0.05)                 --
- --------------------------------------------------------------------------------------------------------------------------------
Net Investment Income..............          0.38               0.31              0.35                0.32                0.38
Net Realized and Unrealized Gain
 (Loss) on Investments.............          2.62               4.96             19.27               (5.08)              (0.19)
- --------------------------------------------------------------------------------------------------------------------------------
    Total from Investment
     Operations....................          3.00               5.27             19.62               (4.76)               0.19
- --------------------------------------------------------------------------------------------------------------------------------
Distributions:
    Net Investment Income..........         (0.21)                --             (0.31 )             (0.35)              (0.06)
    In Excess of Net Investment
     Income........................            --                 --             (0.05 )                --               (0.05)
    Net Realized Gain..............         (0.47)                --             (0.45 )             (4.62)              (3.23)
    In Excess of Net Realized
     Gain..........................            --                 --             (0.06 )                --               (0.15)
- --------------------------------------------------------------------------------------------------------------------------------
    Total Distributions............         (0.68)                --             (0.87 )             (4.97)              (3.49)
- --------------------------------------------------------------------------------------------------------------------------------
Increase (Decrease) in Net Asset
 Value due to Capital Share
 Transactions......................          0.01+              0.01+            (0.02 )+            (1.34)++            (0.11)+
- --------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF YEAR,
 DECEMBER 31.......................  U.S.$  15.41       U.S.$  20.69       U.S.$ 39.42       U.S.$   28.30       U.S.$   24.89
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
PER SHARE MARKET VALUE, END OF
 YEAR..............................  U.S.$  16.25       U.S.$  18.75       U.S.$ 36.88       U.S.$   22.38       U.S.$   22.38
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
TOTAL INVESTMENT RETURN:
    Market Value...................          12.7%              15.4%            104.9 %             (24.3)%+++           13.7%
    Net Asset Value (1)............          23.1%              34.3%             98.9 %             (10.4)%+++           (0.1)%
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
RATIOS, SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------------------------------------------------------
NET ASSETS, END OF YEAR
 (THOUSANDS).......................  U.S.$154,344       U.S.$209,061       U.S.$400,967      U.S.$ 343,840       U.S.$ 312,965
- --------------------------------------------------------------------------------------------------------------------------------
Ratio of Expenses Before Thai Tax
 to Average Net Assets.............          1.44%              1.37%             1.22 %              1.13%               1.17%
Ratio of Expenses After Thai Tax to
 Average Net Assets................          1.69%              1.70%             1.38 %              1.22%               1.30%
Ratio of Net Investment Income to
 Average Net Assets................          2.45%              1.83%             1.42 %              1.01%               1.35%
Portfolio Turnover Rate (2)........            10%                24%               22 %                22%                 26%
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>

    + Increase  (decrease)   due  to   shares   issued  from   reinvestment   of
      distributions
   ++ Consists of $.09 per share decrease due to shares issued from reinvestment
      of distributions and $1.25 per share decrease due to shares issued through
      Rights Offering during the year.
  +++ Adjusted for Rights Offering
  (1) Total  investment return based  on per share net  asset value reflects the
      effects of  changes in  net asset  value on  the performance  of the  Fund
      during each period, and assumes dividends and capital gains distributions,
      if  any,  were reinvested.  This  return does  not  include the  effect of
      dilution in connection with the Rights Offering. These percentages are not
      an indication of the performance of a shareholder's investment in the Fund
      based on market value due to  differences between the market price of  the
      stock and the net asset value of the Fund.
  (2) Portfolio  turnover rate is calculated by dividing the lesser of purchases
      and sales of investment securities having maturities greater than one year
      at the time of  acquisition by the average  monthly market value of  those
      investment securities.

      Note: Current  period  permanent  book-tax differences,  if  any,  are not
            included in the calculation of net investment income per share.

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

                                       8
<PAGE>
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995

- ------------

    The  Thai Fund, Inc. (the  "Fund") was incorporated on  June 10, 1987 and is
registered as a non-diversified, closed-end management investment company  under
the  Investment Company Act of 1940, as amended. The Fund's investment objective
is long-term  capital  appreciation  through  investments  primarily  in  equity
securities.  The  Fund  makes  its  investments  in  Thailand  through  the Thai
Investment Plan (the "Plan") established in  conformity with Thai law. The  Fund
is  the sole unitholder  of the Plan. The  accompanying financial statements are
prepared on a consolidated basis and present the financial position and  results
of operations of the Plan and the Fund.

A.    The  following  significant accounting  policies  are  in  conformity with
generally accepted accounting principles for investment companies. Such policies
are consistently  followed by  the  Fund in  the  preparation of  its  financial
statements.  Generally accepted accounting principles  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: In valuing the Fund's assets, all listed securities for
    which market quotations are readily available  are valued at the last  sales
    price  on the valuation date, or  if there was no sale  on such date, at the
    mean between the current bid and  asked prices. Securities which are  traded
    over-the-counter  are valued at the  average of the mean  of current bid and
    asked prices obtained  from reputable brokers.  Short-term securities  which
    mature in 60 days or less are valued at amortized cost. All other securities
    and  assets for  which market  values are  not readily  available (including
    investments which are subject to limitations as to their sale) are valued at
    fair value  as determined  in good  faith  by the  Board of  Directors  (the
    "Board"), although the actual calculations may be done by others.

 2. 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 U.S. Federal  income taxes is required in the
    financial statements.

    Distributions from the Plan to the Fund are subject to Thai income tax which
    is withheld  at a  rate of  10%  of the  local currency  gross  distribution
    amount.  All distributions from the Plan to the Fund must be approved by The
    Bank of Thailand ("BOT")  pursuant to the laws  of The Kingdom of  Thailand.
    For  financial statement purposes, the Fund allocates the Thai income tax to
    net investment income, net realized gains and net unrealized appreciation on
    the basis of their relative amounts.  For U.S. Federal income tax  purposes,
    the Thai income tax is deducted, when paid, from net investment income.

    Capital   surplus,  accumulated  undistributed  net  investment  income  and
    accumulated net  realized gain  have  been adjusted  for current  and  prior
    period  permanent  book-tax  differences. Current  period  adjustments arose
    principally  from  differing  book-tax   treatments  for  foreign   currency
    transactions,  foreign  taxes on  net realized  gains  and gains  on certain
    securities  of  corporations  designated  as  "passive  foreign   investment
    companies".

 3. REPURCHASE   AGREEMENTS:  In  connection  with  transactions  in  repurchase
    agreements, a  bank  as custodian  for  the  Fund takes  possession  of  the
    underlying  securities, the value  of which equals  or exceeds the principal
    amount of the  repurchase transaction,  including 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. To the extent that proceeds from
    the sale of  the underlying securities  are less than  the repurchase  price
    under  the agreement, the Fund may incur a  loss. In the event of default or
    bankruptcy by the other party to the agreement, realization and/or retention
    of the collateral or proceeds may be subject to legal proceedings.

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

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

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

    Although  the net assets of  the Fund are presented  at the foreign exchange
    rate 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

                                       9
<PAGE>
    changes  in the  foreign exchange  rate 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 the foreign
    exchange rate  from the  fluctuations  arising from  changes in  the  market
    prices  of  securities sold  during  the period.  Accordingly,  realized and
    unrealized foreign currency gains (losses) 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 forward foreign
    currency  contracts,  dispositions of  foreign  currency, currency  gains or
    losses realized  between  the  trade  and  settlement  dates  on  securities
    transactions,  and the  difference between  the amount  of investment income
    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)
    in the Statement of Net Assets. The change in net unrealized currency  gains
    (losses) for the period is reflected in the Statement of Operations.

 5. FORWARD  FOREIGN CURRENCY CONTRACTS: The Fund may enter into forward foreign
    currency  contracts  to  protect  securities  and  related  receivables  and
    payables against changes in future foreign exchange rates. A forward foreign
    currency  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 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. 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. Dividend  income is recorded  on
    the ex-dividend date (except certain dividends which may be recorded as soon
    as  the Fund  is informed  of such  dividend) net  of applicable withholding
    taxes where recovery of such taxes is not reasonably assured.  Distributions
    to  shareholders  are  recorded  on the  ex-date.  Income  distributions and
    capital gain distributions  are determined in  accordance with U.S.  Federal
    income  tax regulations which may  differ from generally accepted accounting
    principles. These  differences are  principally  due to  the timing  of  the
    recognition  of losses on securities, the timing of deductibility of certain
    foreign taxes and permanent differences as presented in note A-2.

B.    Morgan  Stanley  Asset  Management  Inc.  (the  "U.S.  Adviser")  provides
investment  advisory  services to  the  Fund under  the  terms of  an Investment
Advisory Agreement (the "Agreement"). Under  the Agreement, the U.S. Adviser  is
paid  a fee computed weekly and payable monthly at an annual rate of .90% of the
Fund's first $50 million of average weekly  net assets, .70% of the Fund's  next
$50  million of average weekly net assets  and .50% of the Fund's average weekly
net assets in excess of $100 million.

C.   The  Mutual Fund  Public  Company  Limited (the  "Thai  Adviser")  provides
investment  advisory services to the  Fund under the terms  of a contract. Under
the contract, the Thai Adviser is paid a fee computed weekly and payable monthly
at an annual rate of .40% of the Fund's first $50 million of average weekly  net
assets,  .25% of the  Fund's next $50  million of average  weekly net assets and
 .20% of the Fund's average weekly net assets in excess of $100 million.

D.  Effective  September 1, 1995,  The Chase Manhattan  Bank, N.A., through  its
affiliate  Chase Global Funds Services  Company (the "Administrator"), (formerly
Mutual Funds Service  Company, a wholly  owned subsidiary of  the United  States
Trust  Company of New York), provides  administrative services to the Fund under
an  Administration   Agreement.   Under  the   Administration   Agreement,   the
Administrator  is paid a  fee computed weekly  and payable monthly  at an annual
rate of .05% of the Fund's average  weekly net assets, plus $100,000 per  annum.
In  addition,  the  Fund  is  charged certain  out  of  pocket  expenses  by the
Administrator. Effective September 1, 1995, The Chase Manhattan Bank, N.A.  acts
as custodian for the Fund's assets held in the United States. Prior to September
1,  1995, Mutual Funds  Service Company and  United States Trust  Company of New
York provided administrative and custodian  services, respectively, to the  Fund
under the same terms, conditions and fees as stated above.

E.   During the year ended December 31,  1995, the Fund made purchases and sales
totaling $98,592,000  and $90,337,000,  respectively, of  investment  securities
other  than  long-term U.S.  Government securities  and short  term investments.
There were no  purchases or sales  of long-term U.S.  Government securities.  At
December  31, 1995,  the U.S.  Federal income tax  cost basis  of securities was
$205,615,000 and  accordingly,  net  unrealized appreciation  for  U.S.  Federal
income tax purposes was $155,395,000, of which

                                       10
<PAGE>
$163,234,000  related  to  appreciated  securities  and  $7,839,000  related  to
depreciated securities. For the year ended  December 31, 1995, the Fund  expects
to  defer to January 1, 1996 for  U.S. Federal income tax purposes, post-October
capital losses of $1,766,000 and post-October currency losses of $16,000.

F.  The Fund issued to its shareholders of record as of the close of business on
November 18, 1994 transferrable  rights to subscribe for  up to an aggregate  of
3,450,000  shares of Common Stock of  the Fund at a rate  of one share of Common
Stock for every three Rights held at the subscription price of $25.00 per share.
During December 1994,  the Fund  issued a total  of 1,829,145  shares of  Common
Stock  on exercise of  such Rights. Estimated Rights  offering costs of $570,000
were charged directly against  the proceeds of the  Offering. The Fund has  been
advised that Morgan Stanley & Co. Incorporated, an affiliate of the U.S. Adviser
received commissions of $1,715,000 and reimbursement of its expenses of $100,000
in connection with its participation in the Rights Offering.

G.  At December 31, 1995, a significant portion of the Fund's net assets consist
of  investments in the  Thai Investment Plan,  including Thai equity securities,
which may  be subject  to greater  price volatility,  lower liquidity  and  less
diversity  than equity  securities of companies  based in the  United States. In
addition, Thai  equity securities  may be  subject to  substantial  governmental
involvement   in  the  economy  and   greater  social,  economic  and  political
uncertainty.

H.  During December 1995, the Board  declared a total distribution of $2.78  per
share,  of which $0.11 was derived from net investment income and $2.67 from net
realized gains  payable  on January  29,  1996,  to shareholders  of  record  on
December 29, 1995.

During   the  year  ended  1995,  the   Board  declared  and  the  BOT  approved
distributions of Baht 860,932,000 from the  Plan to the Fund. The Fund  received
U.S.  $30,823,000 net of Thai income tax of U.S. $3,425,000 accrued during 1995.
The Fund will use all  of the proceeds of the  Plan's distributions to fund  its
1995 distributions paid July 31, 1995 and payable January 29, 1996.

I.  Each Director of the Fund who is not an officer of the Fund or an affiliated
person  as defined  under the  Investment Company Act  of 1940,  as amended, may
elect to participate in the Directors' Deferred Compensation Plan (the  "Plan").
Under  the Plan, such  Directors may elect  to defer payment  of a percentage of
their total fees earned as a Director  of the Fund. These deferred portions  are
treated,  based on an election by the  Director, as if they were either invested
in the Fund's shares or  invested in U.S. Treasury  Bills, as defined under  the
Plan.  The deferred fees payable,  under the Plan, at  December 31, 1995 totaled
$14,000 and are  included in  Payable for Directors'  Fees and  Expenses on  the
Statement of Net Assets.

                                       11
<PAGE>
- --------------------------------------------------------------------------------

             SUMMARY OF QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
                           U.S. AMOUNTS IN THOUSANDS EXCEPT PER SHARE AMOUNTS
                                           THREE MONTHS ENDED
- ---------------------------------------------------------------------------------------------------------------
                                MARCH 31,             JUNE 30,           SEPTEMBER 30,         DECEMBER 31,
                                  1995                  1995                 1995                  1995
                           -------------------   ------------------   -------------------   -------------------
                            TOTAL    PER SHARE    TOTAL   PER SHARE    TOTAL    PER SHARE    TOTAL    PER SHARE
                           --------  ---------   -------  ---------   --------  ---------   --------  ---------
<S>                        <C>       <C>         <C>      <C>         <C>       <C>         <C>       <C>
Investment Income........  $  4,141   $    0.34  $ 2,011    $   0.16  $  1,971   $    0.16  $    872   $    0.06
Net Investment Income
 (Loss)..................  $  2,870   $    0.24  $ 1,000    $   0.08  $    850   $    0.07  $   (137)  $   (0.01)
Net Realized Gain (Loss)
 and Change
 in Unrealized
 Appreciation............  $(28,927)  $   (2.50) $40,575    $   3.34  $(22,193)  $   (1.77) $  9,288   $    0.74
Net Increase (Decrease)
 in Net Assets Resulting
 from Operations.........  $(26,057)  $   (2.26) $41,575    $   3.42  $(21,343)  $   (1.70) $  9,151   $    0.73
- ---------------------------------------------------------------------------------------------------------------

<CAPTION>
                                MARCH 31,             JUNE 30,           SEPTEMBER 30,         DECEMBER 31,
                                  1994                  1994                 1994                  1994
                           -------------------   ------------------   -------------------   -------------------
                            TOTAL    PER SHARE    TOTAL   PER SHARE    TOTAL    PER SHARE    TOTAL    PER SHARE
                           --------  ---------   -------  ---------   --------  ---------   --------  ---------
<S>                        <C>       <C>         <C>      <C>         <C>       <C>         <C>       <C>
Investment Income........  $  2,532   $    0.25  $ 2,179    $   0.21  $  1,918   $    0.19  $    840   $    0.04
Net Investment Income....  $  1,636   $    0.16  $   994    $   0.10  $    466   $    0.05  $    296   $    0.01
Net Realized Gain (Loss)
 and Change
 in Unrealized
 Appreciation............  $(93,431)  $   (9.02) $16,499    $   1.59  $ 57,774   $    5.63  $(33,941)  $   (3.28)
Net Increase (Decrease)
 in Net Assets Resulting
 from Operations.........  $(91,795)  $   (8.86) $17,493    $   1.69  $ 58,240   $    5.68  $(33,645)  $   (3.27)
- ---------------------------------------------------------------------------------------------------------------
</TABLE>

The  Fund may  purchase shares of  its Common Stock  in the open  market at such
prices and in such amounts as the Board of Directors may deem advisable.

- --------------------------------------------------------------------------------
FEDERAL TAX INFORMATION (UNAUDITED):
For the  year  ended December  31,  1995,  the Fund  designates  $27,647,000  as
long-term  capital gain  dividend and  expects to  pass through  to shareholders
foreign tax credits of approximately $3,834,000.

                                       12
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

- ---------
To the Shareholders and Board of Directors of
The Thai Fund, Inc.

In  our  opinion,  the accompanying  statement  of  net assets  and  the related
statements of  operations  and  of  changes in  net  assets  and  the  financial
highlights  present fairly, in all material  respects, the financial position of
The Thai  Fund, Inc.  (the "Fund")  at December  31, 1995,  the results  of  its
operations  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  five years in the period then  ended, in conformity with generally accepted
accounting principles.  These  financial  statements  and  financial  highlights
(hereafter  referred to as "financial statements") are the responsibility of the
Fund's management;  our  responsibility  is  to  express  an  opinion  on  these
financial  statements  based on  our audits.  We conducted  our audits  of these
financial statements in  accordance with generally  accepted auditing  standards
which  require that we plan and perform the audit to obtain reasonable assurance
about whether the  financial statements  are free of  material misstatement.  An
audit  includes examining, on a test  basis, evidence supporting the amounts and
disclosures in  the financial  statements, assessing  the accounting  principles
used  and significant estimates  made by management,  and evaluating the overall
financial statement presentation.  We believe  that our  audits, which  included
confirmation  of  securities at  December 31,  1995  by correspondence  with the
custodians and brokers  and the application  of alternative auditing  procedures
where  confirmations from brokers were not  received, provide a reasonable basis
for the opinion expressed above.

PRICE WATERHOUSE LLP

1177 Avenue of the Americas
New York, New York 10036

February 9, 1996

                                       13
<PAGE>
DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN

    Pursuant  to the Dividend Reinvestment and  Cash Purchase Plan (the "Plan"),
each shareholder will be deemed to have elected, unless The First National  Bank
of  Boston  (the "Plan  Agent") is  otherwise instructed  by the  shareholder 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, semiannually, 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
shareholders 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 shareholders, such as banks, brokers or nominees, which  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
shareholder as representing  the total  amount registered  in the  shareholder's
name  and held for the account of beneficial owners who are participating in the
Plan.

    Shareholders 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  shareholders  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:

                        The Thai Fund, Inc.
                        The First National Bank of Boston
                        Dividend Reinvestment and Cash Purchase Plan
                        P.O. Box 1681
                        Boston, MA 02105
                        1-800-442-2001

                                       14


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