SC TO-I/A

     As filed with the Securities and Exchange Commission on February 24, 2004.
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                       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
                                (Amendment No. 2)


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                              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)


                            Richard T. Hale, Chairman
                              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

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                            CALCULATION OF FILING FEE

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     TRANSACTION VALUATION                              AMOUNT OF FILING FEE
- --------------------------------------------------------------------------------
        $106,781,675 (a)                                    $8,638.64 (b)
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(a) Calculated as the aggregate maximum purchase price to be paid for 4,966,590
shares in the offer, based upon a price of $21.50 (95% of the net asset value
per share of $22.63 on January 20, 2004).

(b) Calculated at $80.90 per $1,000,000 of the Transaction Value.

[ ] Check 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:  $8,638.64
Form or Registration No.:  Schedule TO
Filing Party:  The Korea Fund, Inc.
Date Filed:  January 23, 2004

[ ] 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. [ ]

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This Amendment No. 2 to the Issuer Tender Offer Statement on Schedule TO filed
with the Securities and Exchange Commission on January 24, 2004 by The Korea
Fund, Inc., a Maryland corporation (the "Fund"), relating to an offer to
purchase for cash up to 4,966,590 shares of its issued and outstanding common
stock, par value $0.01 per share, amends such Issuer Tender Offer Statement on
Schedule TO to add an additional exhibit in accordance with Rule 13e-4(c)(1)
promulgated under the Securities Exchange Act of 1934, as amended.



ITEM 12. EXHIBITS

The following material is hereby filed as an additional exhibit to the Fund's
Schedule TO:

(a)(5)(iii)      Press release issued on February 24, 2004.

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                                    SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

                                          THE KOREA FUND, INC.

                                          By:  /s/ JOHN MILLETTE
                                              -------------------------------
                                          Name:  John Millette
                                          Title: Vice President and Secretary
                                          Dated: February 24, 2004

EX-99.A.5.III

                                                                    Exhibit 99.1

                                                [DEUTSCHE ASSET MANAGEMENT LOGO]

Press Release
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- ----------------------------------------
FOR IMMEDIATE RELEASE

For additional information
Judith Inosanto 212.326.6746, Media
Patrica m. Rosch 212.336.4812, Investors
- ----------------------------------------


                  THE KOREA FUND, INC. ANNOUNCES EXPIRATION AND
                      PRELIMINARY RESULTS OF TENDER OFFER

     NEW YORK, NY, February 24, 2004 -- The Korea Fund, Inc. (NYSE: KF)
announced today the preliminary results of its tender offer for up to 4,966,590
of its shares of common stock, representing approximately 10% its outstanding
shares. The offer expired at 5:00 p.m. Eastern time on Monday, February 23,
2004.

     Based upon current information, approximately 31,319,262 shares of common
stock, or approximately 63% of the Fund's common stock outstanding, were
tendered through the stated expiration date, including shares tendered pursuant
to notices of guaranteed delivery. This number is subject to adjustment and
should not be regarded as final. Because the number of shares tendered exceeded
4,966,590 shares, the number of shares that will be purchased by the Fund will
be pro-rated based on the number of shares properly tendered by each
shareholder. No more than a total of 4,966,590 properly tendered shares will be
accepted for payment at a price per share equal to 95% of the net asset value
per share as of the day after the expiration date. A final number of shares
validly tendered and accepted pursuant to the tender offer will announced at a
later date.

     The Fund's manager is Deutsche Investment Management Americas Inc. and is
part of Deutsche Asset Management. With more than US $714 billion in assets
under management (as of December 31, 2003), Deutsche Asset Management is one of
the world's leading investment management organizations, not just in size, but
in quality and breadth of investment products, performance and client service.
Deutsche Asset Management is geographically divided into three regions -- the
Americas, Europe and



Asia Pacific, providing the full range of investment management products across
the risk/return spectrum.

     Investments in funds involve risk. Additional risks are associated with
international investing, such as government regulations and differences in
liquidity which may increase the volatility of your investment. Shares of
closed-end funds frequently trade at a discount to net asset value. The price
of the Fund's shares is determined by a number of factors, several are beyond
the control of the Fund. Therefore, the fund cannot predict the trading price
of its shares in relation to net asset value.

                                      # # #

Not FDIC Insured. Not Guaranteed. May Lose Value.

Scudder Investments is part of Deutsche Asset Management which is the marketing
name in the US for the asset management activities of Deutsche Bank AG, Deutsche
Bank Trust Company Americas, Deutsche Asset Management Inc., Deutsche Asset
Management Investment Services Ltd., Deutsche Investment Management Americas
Inc. and Scudder Trust Company.