6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934

For the month of October 2006

Commission File Number: 000-51631

WIDERTHAN CO., LTD.

(Translation of registrant’s name into English)

17F, K1 REIT Building, 463
Chungjeong-RO 3-GA
Seodaemun-GU
Seoul, 120-709, Korea
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F  þ Form 40-F  o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  o

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes  o No   þ

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-___

     On October 23, 2006, WiderThan Co., Ltd. (the “Company”) issued a press release announcing its intention to voluntarily terminate its listing of its American Depository Shares on the NASDAQ Global Market. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

     On October 30, 2006, the Company and RealNetworks, Inc. (“RealNetworks”) issued a joint press release announcing (i) the successful completion of the tender offer made by RN International Holdings B.V., an indirect wholly-owned subsidiary of RealNetworks, to purchase all of the outstanding Company securities at a price of $17.05 per security upon the terms and subject to the conditions as set forth in the Offer to Purchase and Letter of Transmittal, each filed with the Securities and Exchange Commission on September 29, 2006, as amended and supplemented, and (ii) the provision for a subsequent offering period of ten business days, expiring at 12:00 midnight, New York City time, on November 10, 2006, unless extended. A copy of the press release is attached hereto as Exhibit 99.2 and incorporated herein by reference.

Exhibits

99.1 Press Release issued by the Company on October 23, 2006

99.2 Joint Press Release issued by the Company and RealNetworks on October 30, 2006.

Signatures

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

WIDERTHAN, CO., LTD.
By:	/s/ Dan Nemo
	Name:	Dan Nemo
	Title:	Senior Vice President and General Counsel

Date: October 31, 2006

EX-99.1

Exhibit 99.1

NEWS
For Immediate Release

Investor Contact
Tania Almond
WiderThan
571-521-1080
ir@widerthan.com

WiderThan Announces Intention to Voluntarily Terminate its Listing of
its American Depositary Shares on the NASDAQ Global Market

Seoul, South Korea — October 23, 2006 — WiderThan Co., Ltd. (NASDAQ: WTHN), has entered into a Combination Agreement, dated September 12, 2006, with RealNetworks, Inc. and RN International Holdings B.V. Pursuant to that Combination Agreement, RN International Holdings B.V., an indirect wholly owned subsidiary of RealNetworks, has made a cash tender offer to purchase all of the issued and outstanding Common Shares, par value (Won) 500 per share of WiderThan and all of the issued and outstanding WiderThan American Depositary Shares, as evidenced by American Depositary Receipts representing one Common Share (“ADSs”), in each case at a price of U.S. $17.05 per security (the “Offer”).

Following the initial closing of the Offer, which we expect to occur at midnight, New York City Time, on Friday, October 27, 2006 or, in the event that RN International Holdings extends the Offer or provides a subsequent offering period, pursuant to the Combination Agreement, the later of the date set as the closing date for such extension or the subsequent offering period, if any, WiderThan intends to voluntarily terminate its listing of its ADSs on The Nasdaq Global Market (“NASDAQ”).

In accordance with NASDAQ Marketplace Rule 4380(b)(1) and Rule 12d2-2(c) of the Securities Exchange Act of 1934, as amended, WiderThan has notified NASDAQ that (i) RN International Holdings intends to close the Offer on or about midnight, New York City Time, on Friday, October 27, 2006, which date may be extended by RN International Holdings pursuant to the Combination Agreement, or which may be followed by a subsequent offering period, and (ii) WiderThan intends to file with the Securities and Exchange Commission on the first business day following the close of the Offer, or if RN International Holdings provides for a subsequent offering period, on the first business day following the end of the subsequent offering period, a Form 25 requesting that NASDAQ terminate the listing of its ADSs. Subject to the Offer closing not being extended and no subsequent offering period being conducted, on Monday, October 30, 2006, WiderThan will file the Form 25.

Please note that the filing of the Form 25 with the Securities and Exchange Commission and the subsequent delisting of the ADSs from NASDAQ shall take place only upon the closing of the Offer and any subsequent offering period.

About WiderThan

WiderThan is a leading provider of integrated mobile entertainment solutions for wireless carriers. Our applications, content and services enable wireless carriers to provide a broad range of mobile entertainment, such as ringback tones, music-on-demand, mobile games, ringtones, messaging and information services, to their subscribers. WiderThan currently provides mobile entertainment solutions to more than 50 wireless carriers in over 25 countries, including SK Telecom in Korea, Cingular Wireless, Sprint Nextel, T-Mobile USA and Verizon Wireless in the United States, Bharti Airtel in India and Globe Telecom in the Philippines.

Forward-Looking and Cautionary Statements

Any statements in this announcement about the future expectations, plans or prospects of WiderThan, including statements containing the words “believe,” “plan,” “anticipate,” “expect,” “estimate,” “will” and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including factors described in WiderThan’s annual report on Form 20-F for the year ended December 31, 2005. These factors include the fluctuations of revenues and earnings, our reliance on SK Telecom to generate a majority of revenues and as a partner to develop and test services, the fact that the markets in which we operate are highly competitive, the challenges of global expansion, the lack of any contractual obligation for our carrier

Page 1 of 2

customers to use our services, the fact that a substantial portion of our revenues are subject to pricing decisions of carrier customers, the consolidation among our potential customer base, the dynamics of the wireless carrier markets in which our largest potential customers compete with one another, the fact that our carrier customers could begin developing and/or providing some or all of our carrier application services on their own, our dependence on ringback tone service for a significant portion of our revenue, potential increases in royalty rates payable to music label companies, currency exchange rate fluctuations, maintaining an effective system of internal controls and complying with regulations required by the telecom industry and in Korea. The forward-looking statements included in this announcement represent WiderThan’s view as of the date of this release. WiderThan anticipates that subsequent events and developments may cause WiderThan’s views to change. These forward-looking statements should not be relied upon as representing WiderThan’s views as of any date subsequent to the date of this announcement.

# # #

Page 2 of 2

EX-99.2

Exhibit 99.2

RealNetworks Successfully Completes Tender Offer for WiderThan

Subsequent Offering Period To Be Provided

SEATTLE—Oct. 30, 2006—RealNetworks, Inc. (NASDAQ: RNWK) today announced the final results of its tender offer to purchase up to all of the issued and outstanding common shares and American Depository Shares (“ADSs”) of WiderThan Co., Ltd. (NASDAQ: WTHN) at a price of $17.05 per common share and per ADS, or approximately $350 million. The tender offer was made pursuant to the Offer to Purchase and Letter of Transmittal, each filed with the Securities and Exchange Commission on September 29, 2006, as amended and supplemented. The tender offer expired on October 27, 2006, at 12:00 midnight, New York City time.

As a result of the successful tender offer, WiderThan will become a majority-owned subsidiary of RealNetworks. Based on the final count of the depositaries for the tender offer, an aggregate of 2,840,329 common shares and 15,905,999 ADSs, together representing approximately 95% of the outstanding common shares, including common shares underlying ADSs of WiderThan, were validly tendered and not withdrawn prior to the expiration of the offer. All shares validly tendered and not withdrawn were accepted for payment, and RealNetworks will promptly pay for such shares through the depositaries for the tender offer.

“We are thrilled to bring the WiderThan team into the RealNetworks family,” said Rob Glaser, chairman and CEO of Real. “WiderThan’s tradition of innovation and great service to wireless carriers has made WiderThan a respected leader in mobile entertainment. Our combined company is very well positioned to lead the next generation of digital media delivery, and we’re looking forward to successfully capitalizing on the great opportunities in front of us.”

RealNetworks also announced that it will provide a subsequent offering period of ten business days, expiring at 12:00 midnight, New York City time, on November 10, 2006, unless extended. During the subsequent offering period, holders of WiderThan common shares and ADSs that were not previously tendered in the offer may tender their common shares and ADSs in exchange for $17.05 per common share and per ADS on the same terms that applied prior to the initial expiration of the offer. RealNetworks will pay for any common shares and ADSs tendered in the subsequent offering period promptly after such common shares and ADSs are validly tendered. Common shares and ADSs that are properly tendered, whether before or after the commencement of the subsequent offering period, may not be withdrawn during the subsequent offering period, pursuant to Rule 14d-7(a)(2) under the Securities and Exchange Act of 1934, as amended. The purpose of the subsequent offering period is to enable holders of WiderThan common shares and ADSs who did not tender their shares prior to the initial expiration of the offer to participate in the offer and receive the $17.05 net per common share and per ADS in cash on an expedited basis. All other terms and conditions of the offer remain the same, as set forth in the tender offer materials disseminated by RealNetworks.

WiderThan is a leading provider of ringback tones, music-on-demand and other mobile entertainment services to more than 50 wireless carriers in more than 25 countries including leading carriers such as SK Telecom in South Korea, Verizon Wireless in the U.S., and Bharti Airtel in India. For the six months ended June 30, 2006, WiderThan achieved $61.9 million in revenue, an increase of 39% over the same period in 2005. Net income for the first six months of 2006 was $7.4 million, an increase of 79% from the prior year. As of June 30, 2006, WiderThan had approximately $93 million of cash, cash equivalents and short-term financial instruments.

Real and WiderThan have a heritage of innovation that has enabled popular consumer services including music, casual games and video services. This acquisition is complementary to RealNetworks’ strategy of providing end-to-end digital media solutions to partners such as Cingular, Comcast, Sprint and Telmex. The companies’ geographic footprints are complementary, with both companies enjoying market penetration in North America, while RealNetworks is strong in Europe, and WiderThan in Asia. This acquisition also provides RealNetworks with technology and customer relationships to extend its market-leading music subscription service into the rapidly growing mobile music space.

Real plans to discuss this transaction and its effect on the overall business during its next quarterly earnings call scheduled for November 6, 2006, 5:00 p.m. ET. Details can be found at http://investor.realnetworks.com/.

For More Information Contact
For RealNetworks:
Press: Bill Hankes, RealNetworks, (206) 892-6614, bhankes@realnetworks.com
Financial: Roy Goodman, RealNetworks, (206) 674-2330, rgoodman@realnetworks.com

For WiderThan:
Press: Melissa Mirabile, Fleishman-Hillard for WiderThan (914) 841-5180, melissa.mirabile@fleishman.com
Financial: Tania Almond, WiderThan, (571) 521-1080, ir@widerthan.com

ABOUT REALNETWORKS
RealNetworks, Inc. is a leading creator of digital media services and software including Rhapsody^®, RealPlayer^® 10 and casual PC and mobile games. Broadcasters, network operators, media companies and enterprises use RealNetworks’ products and services to create and deliver digital media to PCs, mobile phones and consumer electronic devices. Consumers can access and experience audio/video programming and download RealNetworks’ consumer software at http://www.real.com. RealNetworks’ systems and corporate information are located at http://www.realnetworks.com.

Notice to Investors
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SECURITIES. THE SOLICITATION AND THE OFFER TO BUY WIDERTHAN COMMON SHARES AND AMERICAN DEPOSITARY SHARES IS MADE PURSUANT TO THE TENDER OFFER STATEMENT, THE OFFER TO PURCHASE AND RELATED MATERIALS THAT REALNETWORKS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 29, 2006. WIDERTHAN SHAREHOLDERS AND OTHER INVESTORS SHOULD READ THE TENDER OFFER STATEMENT, THE OFFER TO PURCHASE AND RELATED MATERIALS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE TENDER OFFER. WIDERTHAN SHAREHOLDERS AND OTHER INVESTORS CAN OBTAIN COPIES OF THE TENDER OFFER STATEMENT ON SCHEDULE ‘TO’, THE OFFER TO PURCHASE AND RELATED DOCUMENTS WITHOUT CHARGE FROM THE SECURITIES AND EXCHANGE COMMISSION THROUGH THE COMMISSION’S WEB SITE AT WWW.SEC.GOV. SHAREHOLDERS AND OTHER INVESTORS ARE URGED TO READ CAREFULLY THOSE MATERIALS PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO THE OFFER.