SC TO-I/A

As filed with the Securities and Exchange Commission on February 17, 2006.

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. 1)

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)

John Millette
The Korea Fund, Inc.
℅ 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

Transaction Valuation	Amount of Filing Fee
$117,997,089.98 (a)	$12,625.69 (b)

(a) Estimated for purposes of calculating the amount of the filing fee only. Calculated as the aggregate maximum purchase to be paid for 2,996,371 shares in the offer, based on a price of $39.38 (98% of the net asset value per share of $40.18 on January 17, 2006).

(b) Calculated at $107.70 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 #5 for Fiscal Year 2006, effective November 27, 2005.

o	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: Not applicable Form or Registration No.: Not applicable Filing Party: Not applicable Date Filed: Not applicable
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

TABLE OF CONTENTS

	Item 12. Exhibits
SIGNATURE
EX-99.A.5.II: PRESS RELEASE

This Amendment No. 1 to the Issuer Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on January 19, 2006 by The Korea Fund, Inc., a Maryland corporation (the “Fund”), relating to an offer to purchase for cash up to 2,996,371 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)(ii) Press release issued on February 17, 2006.

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:	Secretary
Dated:	February 17, 2006

EX-99.A.5.II

Press Release

FOR IMMEDIATE RELEASE

For additional information:
Rohini Pragasam 212-250-4516, Media
Jonathan Diorio 212-454-2208, Investors
Julian Reid 44-20-7233-1333, Chairman of the Board

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

     NEW YORK, NY, February 17, 2006 — The Korea Fund, Inc. (NYSE: KF) announced today the preliminary results of its tender offer for up to 2,996,371 of its shares of common stock, representing approximately 10% its outstanding shares. The offer expired at 12:00 midnight, Eastern time, on Thursday, February 16, 2006.

     Based upon current information, approximately 5,384,169 shares of common stock, or approximately 17.97% 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 2,996,371 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 2,996,371 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 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”.

# # #

There can be no assurance that any action proposed or adopted by the Board will reduce or eliminate the discount at which the Fund’s shares trade. 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.

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.

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

     DWS 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 DWS Scudder Trust Company.
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