MORGAN STANLEY AMERICAN OPPORTUNITIES FUND
                           1221 Avenue of the Americas
                            New York, New York 10020

                                                              May 3, 2006

Securities and Exchange Commission
100 F Street, NE
Washington, D.C.  20549

Re:  Morgan Stanley American Opportunities Fund
     File Number - 2-66269

     Rule 497(j) filing

Dear Sir or Madam:

On behalf of the Registrant, the undersigned certifies that the form of
Prospectus and Statement of Additional Information that would have been filed
under Section 497(c) would not have differed from the Prospectus and Statement
of Additional Information contained in the text of the Registrant's most recent
registration statement that was filed electronically via EDGAR with the
Securities and Exchange Commission on April 27, 2006.

                                                   Very truly yours,
                                                   /s/ Elizabeth Nelson
                                                   ----------------------
                                                   Elizabeth Nelson
                                                   Assistant Secretary

cc:  Amy R. Doberman, Esq.
     Larry Greene