SC TO-C

   As filed with the Securities and Exchange Commission on December 15, 2004.
 ===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                ----------------
                                   SCHEDULE TO
        TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
                                ----------------
                              THE KOREA FUND, INC.
                       (Name of Subject Company (issuer))


                              THE KOREA FUND, INC.
                        (Name of Filing Person (offeror))

                                  COMMON STOCK,
                            $0.01 PAR VALUE PER SHARE
                         (Title of Class of Securities)

                                    500634100
                      (CUSIP Number of Class of Securities)

                              Bruce Rosenblum, Esq.
                              THE KOREA FUND, INC.
                c/o Deutsche Investment Management Americas, Inc.
                                 345 Park Avenue
                            New York, New York 10154
                                 (800) 349-4281
   (Name, Address and Telephone Number of Person Authorized to Receive Notices
         and Communications on Behalf of the Person(s) Filing Statement)

                                ----------------
                                    COPY TO:
                             Meredith M. Brown, Esq.
                              Debevoise & Plimpton
                                919 Third Avenue
                            New York, New York 10022
                                 (212) 909-6000
                                ----------------

                            CALCULATION OF FILING FEE

============================== ===============================================
   TRANSACTION VALUATION                    AMOUNT OF FILING FEE
- ------------------------------ -----------------------------------------------
       Not Applicable                          Not Applicable
============================== ===============================================
* Set forth the amount on which the filing fee is calculated and state how it
was determined.

[ ] Check the box if any part of the fee is offset as provided by Rule 0-11(a)
(2) and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.



Amount Previously Paid:  Not applicable
Form or Registration No.:  Not applicable
Filing Party:  Not applicable
Date Filed:  Not applicable


[x] Check box if the filing relates solely to preliminary communications made
before the commencement of a tender offer.


Check the appropriate boxes to designate any transactions to which this
statement relates:

[ ] third party tender offer subject to Rule 14d-1 [X] issuer tender offer
subject to Rule 13e-4 [ ] going-private transaction subject to Rule 13e-3 [ ]
amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results
of the tender offer: |_|




Items 1-13

Not Applicable


Items 12. Materials to be Filed as Exhibits.

Text of Press Release issued by The Korea Fund, Inc. on December 15, 2004.

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Item 13. Information Required by Schedule 13E-3.

Not applicable.


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EX-99

     FOR IMMEDIATE RELEASE

For additional information:
Judith Inosanto 212.454.7304, Media
Patricia M. Rosch 212.454.2123, Investors



      The Korea Fund, Inc. Authorizes Major Stock Repurchase Offers and Fee
                                   Reduction

     NEW YORK, December 15 - The Board of Directors of The Korea Fund, Inc.
(NYSE: KF) today approved a series of measures designed to enhance shareholder
value and to maintain the Fund's viability:

     -an offer to repurchase 50% of the Fund's outstanding shares in exchange
for portfolio securities of the Fund;
     -a program for future repurchase offers; and
     -a reduction in the fee paid to the Fund's manager, Deutsche Investment
Management Americas Inc.

         The initial offer would be to repurchase 50% of the Fund's outstanding
shares at a price of 98% of net asset value on the day after the expiration of
the offer. Shareholders exchanging their shares in the offer would receive a pro
rata share of the Fund's portfolio. Shareholders may sell their share of
portfolio securities and receive the cash proceeds.

         Launching of the offer would be conditioned on receipt of a ruling from
the Internal Revenue Service that the Fund would not recognize capital gain as a
result of distributing appreciated property to participating shareholders. The
offer would also conditioned on approvals by the SEC and by regulators in Korea.
The Fund currently anticipates receipt of approvals in the first half of 2005.

         The board also approved making semi-annual offers, each to repurchase
10% of the Fund's shares then outstanding, at a price of 98% of net asset value
on the day after expiration of the offer, in the three calendar years following
completion of the initial offer. As with the initial offer, participating
holders would be paid in kind, by receiving a pro rata share of the Fund's
portfolio. Each of these subsequent offers would be made, subject to regulatory
approvals, fiduciary and other applicable requirements, if the Fund's shares
traded on the New York Stock Exchange at an average weekly discount from net
asset value greater than 5% during a 13-week measuring period ending the last
day of the preceding half-year.





         In light of the size of the initial offer and the program for
subsequent offers, the board announced that the Fund would not proceed with its
previously announced program of a contingent 10% repurchase offer in the first
quarter of 2005 and in the first quarter of 2006.

         The board also announced a reduction, effective December 1, 2004, in
the fees payable to the Fund's manager. Previously, the annual management fee
had ranged from 1.15% on the first $50 million of net assets to 0.85% of net
assets over $1.050 billion. Under the amended advisory agreement, the management
fee ranges from 0.60% on the first $250 million of net assets to 0.50% of net
assets in excess of $1 billion. On the Fund's current assets, this represents an
overall reduction of approximately 45% in the management fee.

         As part of the Board's previously announced review of key aspects of
the Fund's structure and operations, the board announced that it will be sending
out requests for proposals for management of the Fund. Robert J. Callander,
Chairman of the Fund's Board of Directors, said: "The Fund's manager DeIM has
done well for shareholders in managing the Fund, and its capabilities in
researching and selecting Korean securities have produced strong investment
performance, and has agreed to a substantial reduction in the management fee.
However, we will review proposals from other managers with the requisite
capabilities and record of performance, so we can compare their proposals with
having DeIM continue as the manager."

         Mr. Callander stated: "The board of directors of The Korea Fund, which
consists entirely of independent directors who have no affiliation with the
manager, has taken full account of the results of the annual meeting on October
6 and has considered the views expressed by stockholders. Our objective is to do
what is best for the Fund and its stockholders - bearing in mind both the
desires of some stockholders for liquidity and the Fund's record of success in
achieving its objective of long-term capital appreciation through investing in
Korean securities."

         "The board continues to believe that the Fund's closed-end structure is
in the best interests of stockholders because, under current market conditions,
including the emerging nature of the Korean capital markets and the volatility
and limited liquidity of many of the Fund's holdings, the board believes that
the Fund is best able to achieve its investment objective as a closed-end fund."

         The Fund also announced that it expected that William H. Luers would
continue as a director until his term expired at the Fund's 2005 annual meeting,
and that Mr. Callander, because of his responsibilities as Chairman of the
Board, had agreed to stand for re-election at the 2005 annual meeting. The Fund
had previously indicated that both directors were expected to retire in April
2005.



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         There can be no assurance that the approvals needed for the repurchase
offers will be obtained, or that any action proposed or adopted by the board
will reduce or eliminate the discount from net asset value at which the Fund's
shares trade. This announcement is not an offer to purchase or the solicitation
of an offer to sell shares of the Fund. The repurchase offers referred to in
this announcement will be made only by the offer to purchase and related letter
of transmittal. Stockholders should review these documents carefully when they
are available, because they will contain important information. These documents
will be available to investors for free at the website of the Securities and
Exchange Commission (www.sec.gov), as well as on the Fund's website at
cef.scudder.com. An offer to purchase will not be made to, nor will tenders
pursuant to the offer to purchase be accepted from or on behalf of, holders of
shares in any jurisdiction in which making or accepting the offer to purchase
would violate the jurisdiction's laws.

         Investment in funds involves risks. The Fund focuses its investments in
Korea, thereby increasing its vulnerability to developments in that country.
Investing in foreign securities presents certain unique risks not associated
with domestic investments, such as currency fluctuation and political and
economic changes and market risks. This may result in greater share price
volatility. The price of the Fund's shares in determined by a number of factors,
several of which are beyond the Fund's control. Therefore, the Fund cannot
predict the relationship between the price at which the Fund's shares will trade
and the net asset value of the Fund's shares.

         This release is not a prospectus, circular or representation intended
for use in the purchase or sale of Fund shares.

         Fund shares are not FDIC-insured and are not deposits or other
obligations of, or guaranteed by, any bank. Fund shares involve investment risk,
including possible loss of principal.




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