AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 22, 2002
                                        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. 23


                           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) of the
Securities Act of 1933.

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 -___.


Total No. of Pages: 21 Exhibit Index: p. 4

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                                     PART C

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 22nd day of March, 2002.


                                                  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