SC TO-I/A

   As filed with the Securities and Exchange Commission on February 27, 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. 3)
                                ----------------
                              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

                                ----------------

                            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. [X]

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This Amendment No. 3 to the Issuer Tender Offer Statement on Schedule TO filed
with the Securities and Exchange Commission on January 23, 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)(iv)       Press release issued on February 27, 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 27, 2004

EX-99.A.5.IV

                                                [DEUTSCHE ASSET MANAGEMENT LOGO]

PRESS RELEASE
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FOR IMMEDIATE RELEASE

FOR ADDITIONAL INFORMATION:
JUDITH INOSANTO 212.326.6746, MEDIA
PATRICIA M. ROSCH 212.336.4812, INVESTORS


          THE KOREA FUND, INC. ANNOUNCES FINAL RESULTS OF TENDER OFFER

            NEW YORK, NY, February 27, 2004 -- The Korea Fund, Inc. (the "Fund")
announced today that, in accordance with its tender offer for up to 4,966,590 of
its issued and outstanding shares of common stock, which expired on February 23,
2004, the Fund has accepted, after adjusting for fractional shares in accordance
with the terms of the offer, 4,966,408.9739 shares for payment at a price of
$21.91 per share, which is equal to 95% of the net asset value per share
determined as of the close of the New York Stock Exchange on February 24, 2004.
These shares represent approximately 10% of the Fund's outstanding shares.

            A total of 30,501,559.9834 shares were properly tendered and not
withdrawn by February 23, the final date for withdrawals. In accordance with the
terms of the tender offer, the Fund is purchasing shares on a pro rata basis
from all tendering shareholders, other than stockholders holding 99 or less
shares who tendered all their shares and from whom the Fund is accepting all
shares properly tendered (aggregating 108,038.9739 shares). Accordingly, on a
pro rata basis, 15.9855% of shares for each stockholder who properly tendered
100 or more shares has been accepted for payment.

      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.


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      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.

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