MORGAN STANLEY EMERGING MARKETS DEBT FUND, INC.
MORGAN STANLEY
ASSET MANAGEMENT INC.
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020
August 8, 1995
VIA EDGAR
_________
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549-1004
Re: Registration Statement on Form N-2
File Nos. 33-60139 and 811-7694
__________________________________
Ladies and Gentlemen:
Pursuant to Rule 497(j) under the Securities Act of 1933,
as amended (the "Act"), I, as Secretary of Morgan Stanley Emerging
Markets Debt Fund, Inc. (the "Fund"), hereby certify (i) that the
form of prospectus that would have been filed under Rule 497(c) of
the Act would not have differed from that contained in Pre-
Effective Amendment No. 2 of the Registration Statement (the
"Registration Statement"), which is the Fund's most recent
registration statement on file with the Securities and Exchange
Commission (the "Commission"), and (ii) that the Registration
Statement was filed electronically on July 19, 1995. The Fund's
Registration Statement was declared effective by the Commission at
2:45 p.m. on July 19, 1995. A form of Statement of Additional
Information has not been filed because no such form was used.
Sincerely,
/s/ Valerie Y. Lewis
Valerie Y. Lewis
Secretary
