SC TO-I/A

As filed with the Securities and Exchange Commission on April 22, 2008.

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)

Robert Goldstein

The Korea Fund, Inc.

c/o Allianz Global Investors Fund Management LLP

1345 Avenue of the Americas

New York, New York 10105

(212) 739-3190

(Name, Address and Telephone Number of Person Authorized to Receive Notices

and Communications on Behalf of the Person(s) Filing Statement)

Copy to:

John W. Gerstmayr, Esq.

Ropes & Gray LLP

One International Place

Boston, Massachusetts 02110

(617) 951-7000

CALCULATION OF FILING FEE

Transaction Valuation	Amount of Filing Fee
$97,037,386(a)	$3,814(b)

(a) Estimated for purposes of calculating the amount of the filing fee only. Calculated as the aggregate market value for 4,303,210 shares in the offer, based on the average of the high and low prices on March 12, 2008 of $ 22.55 as reported on the New York Stock Exchange.

(b) Calculated at $39.30 per $1,000,000 of the Transaction Value, pursuant to Rule 0-11 of the Securities Exchange Act of 1934, as amended.

þ 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: $3,814

Form or Registration No.: File no. 005-36819, Schedule TO

Filing Party: The Korea Fund, Inc.

Date Filed: March 20, 2008

o 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:

o third party tender offer subject to Rule 14d-1

þ issuer tender offer subject to Rule 13e-4

o going-private transaction subject to Rule 13e-3

o 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. o

This Amendment No. 1 to the Issuer Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on March 20, 2008 by The Korea Fund, Inc., a Maryland corporation (the “Fund”), relating to an offer to repurchase up to 4,303,210 shares of its issued and outstanding common 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 add an additional exhibit in accordance with Rule 13e-4(c)(1) promulgated under the Securities Exchange Act of 1934, as amended.

TABLE OF CONTENTS

Item 12. Exhibits

SIGNATURE

EX-99.A.5.II: PRESS RELEASE

Item 12. Exhibits

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

(a)(5)(ii) Press release issued on April 22, 2008.

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/ Robert Goldstein
Name:	Robert Goldstein
Title:	President
Dated:	April 22, 2008

EX-99.(A)(5)(II)

Press Release

FOR IMMEDIATE RELEASE	Contact: Christoph Hofmann +1 (800) 285-4086
	Julian Reid (Chairman of the Board) +44-7768 068 200

The Korea Fund, Inc. Announces Expiration and Preliminary Results of Tender Offer

NEW YORK, April 22, 2008 The Korea Fund, Inc. (NYSE: KF) announced today the preliminary results of its tender offer for up to 4,303,210 shares of its common stock, representing approximately 15% of its outstanding shares. The offer expired at midnight, Eastern time, on Monday, April 21, 2008.

Based upon current information, approximately 8,818,920 shares of common stock, or approximately 31% 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 4,303,210 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 4,303,210 properly tendered shares will be accepted for payment at a price per share equal to 98% of the net asset value per share as of the business day after the day the offer expired. 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 investments in securities, primarily in equity securities, of Korean companies. Its shares are listed on the New York Stock Exchange under the symbol “KF.”

RCM Capital Management LLC and RCM Asia Pacific Limited are the Fund’s investment manager and sub-adviser, respectively. Investment in closed-end funds involves risks. Additional risks are associated with international investing, such as currency fluctuation, government regulations, economic changes 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 U.S. market. Additionally, this Fund focuses its investments in certain geographical regions, thereby increasing its vulnerability to developments in that region. All of these factors potentially subject the Fund’s shares to greater price volatility. The net asset value of the Fund will fluctuate with the value of the underlying securities. Closed-end funds trade on their market value, not net asset value, and closed-end funds often trade at a discount to their net asset value.

The Fund’s daily New York Stock Exchange closing price and net asset value per share, as well as other information, including updated portfolio statistics and performance, are available at www.thekoreafund.com or by calling the Fund’s shareholder servicing agent at (800) 331-1710.

Statements made in this release that look forward in time involve risks and uncertainties and are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such risks and uncertainties include, without limitation, the adverse effect from a decline in the securities markets or a decline in the Fund’s performance, a general downturn in the economy, competition from other companies, changes in government policy or regulation, inability to attract or retain key employees, inability to implement its operating strategy and/or acquisition strategy, and unforeseen costs and other effects related to legal proceedings or investigations of governmental and self-regulatory organizations.

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.