SC TO-I/A

    As filed with the Securities and Exchange Commission on August 22, 2005.
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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
                                ----------------
                              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)

                              Carole Coleman, 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:
                             William D. Regner, Esq.
                            Debevoise & Plimpton LLP
                                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
- --------------------------------------------------------------------------------
                                                         
 $614,086,773.83 (a)                                           $72,278.01 (b)
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(a) Estimated for purposes of calculating the amount of the filing fee only.
Calculated as the aggregate market value for 22,350,747 shares in the offer,
based on the average of the high and low prices on July 6, 2005 of $27.475 as
reported on the New York Stock Exchange.

(b) Calculated at $117.70 per $1,000,000 of the Transaction Value, pursuant to
Rule 0-11 of the Securities Exchange Act of 1934, as amended by Fee Advisory #6
for Fiscal Year 2005, effective December 13, 2004.

[ ] 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: $72,278.01
Form or Registration No.: Schedule TO
Filing Party: The Korea Fund, Inc.
Date Filed: July 8, 2005


[ ] 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 July 8, 2005 by The Korea Fund,
Inc., a Maryland corporation (the "Fund"), relating to a tender offer for up to
22,350,747 shares of its issued and outstanding stock, par value $0.01 per
share, in exchange for portfolio securities of the Fund, amends such Issuer
Tender Offer Statement on Schedule TO to


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add an additional exhibit in accordance with Rule 13e-4(c)(1) promulgated under
the Securities Exchange Act of 1934, as amended.

Item 12. Materials to be Filed as Exhibits.

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

(a)(5)(iii) Press Release issued by The Korea Fund, Inc. on August 22, 2005.


                                       3

                                    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/ Carole Coleman
                                            ------------------------------------
                                        Name:  Carole Coleman
                                        Title: Vice President and Secretary
                                        Date:  8/22/05


                                       4

EX-99.A.5.III

                                                [DEUTSCHE ASSET MANAGEMENT LOGO]
PRESS RELEASE
- --------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE

FOR ADDITIONAL INFORMATION:
ROSALIA SCAMPOLI 212.250.5536, MEDIA
JONATHAN DIORIO 800.349.4281, INVESTORS


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

      NEW YORK, NY, AUGUST 22, 2005 -- THE KOREA FUND, INC. (NYSE: KF) announced
today the preliminary results of its tender offer for up to 22,350,747 of its
shares of common stock, representing approximately 50% its outstanding shares.
The offer expired at 5:00 p.m. Eastern time on Friday, August 19, 2005.

      Based upon current information, approximately 14,777,126 shares of common
stock, or approximately 33% 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. No more than a total of 22,350,747 properly
tendered shares will be accepted in exchange for a pro rata portion of the
Fund's investment portfolio, at a price per share equal to 98% of the net asset
value per share as of the business day after the expiration date. A final number
of shares validly tendered and accepted pursuant to the tender offer will be
announced at a later date.

      The Korea Fund, Inc. is a non-diversified, closed-end investment company.
The Fund seeks long-term capital appreciation through investing primarily in
equity securities trading on the Korean stock exchanges. Its shares are listed
on the New York Stock Exchange under the symbol "KF."

                                      # # #

      Investments in funds involve risks. Additional risks are associated with
international investing, such as government regulations and differences in
liquidity which may increase the volatility of your investment. Foreign security
markets generally exhibit greater price volatility and are less liquid than the
US market. Additionally, this fund focuses its investments in certain
geographical regions, thereby increasing its vulnerability to developments in
that region and potentially subjecting the fund's shares to greater price
volatility.

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      Closed-end funds, unlike open-end funds, are not continuously offered.
There is a one time public offering and once issued, shares of closed-end funds
are sold in the open market through a stock exchange. 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 of which are beyond the
control of the fund. Therefore, the fund cannot predict whether its shares will
trade at, below or above net asset value.

      This announcement is not an offer to purchase or the solicitation of an
offer to sell shares of the Fund or 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.


NOT FDIC/NCUA INSURED               MAY LOSE VALUE            NO BANK GUARANTEE
NOT A DEPOSIT              NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY


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.

(08/05 39958)


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