SC TO-I

    As filed with the Securities and Exchange Commission on August 25, 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 BRAZIL FUND, INC.
                       (Name of Subject Company (issuer))

                              THE BRAZIL FUND, INC.
                        (Name of Filing Person (offeror))

                                  COMMON STOCK,
                            $0.01 PAR VALUE PER SHARE
                        (Title of Class of Securities)

                                    105759104
                      (CUSIP Number of Class of Securities)

                              Carole Coleman, Esq.
                              The Brazil 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




================================================================================
          TRANSACTION VALUATION                 AMOUNT OF FILING FEE
- --------------------------------------------------------------------------------
                                             
           $289,013,719.96 (a)                     $34,016.91 (b)
================================================================================


(a) Estimated for purposes of calculating the amount of the filing fee only.
Calculated as the aggregate market value for 8,120,644 shares in the offer,
based on the average of the high and low prices on July 26, 2005 of $35.59 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:  $34,016.91
Form or Registration No.:  Schedule TO
Filing Party:  The Brazil Fund, Inc.
Date Filed:  July 28, 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. 1 to the Issuer Tender Offer Statement on Schedule TO filed
with the Securities and Exchange Commission on July 28, 2005 by The Brazil Fund,
Inc., a Maryland corporation (the "Fund"), relating to a tender offer for up to
8,120,644 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 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)(ii) Press Release issued by The Brazil Fund, Inc. on August 25, 2005.


                                        2

                                    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 BRAZIL FUND, INC.

                                    By:  /s/ Carole Coleman
                                        -------------------------------
                                    Name: Carole Coleman
                                    Title:  Vice President and Secretary
                                    Date: August 25, 2005


                                       3

EX-99.A.5.II

                                                [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 BRAZIL FUND, INC. ANNOUNCES
                           TERMINATION OF TENDER OFFER

NEW YORK, NY, AUGUST 25, 2005 -- THE BRAZIL FUND, INC. (NYSE: BZF) today
announced that it has terminated its tender offer for up to 8,120,644 shares,
representing approximately 50% of its issued and outstanding shares of common
stock in exchange for portfolio securities of the Fund at a price per share
equal to 98% of the net asset value per share as of the day after the day the
offer expires. As a result, no shares will be accepted for purchase by the Fund.

The offer has been terminated in light of the fact that the Fund's Brazilian
administrator has raised a question as to whether the offer will subject the
Fund to Brazilian capital gains tax. Although the Fund had previously received
the advice of its Brazilian counsel to the effect that the Fund's distribution
of equity securities pursuant to the offer should be exempt from Brazilian
capital gains taxation, the Fund's Brazilian administrator has recently
indicated its belief that implementation of the transaction as proposed would
require the imposition of a withholding tax equal to 15% of the amount by which
the fair market value of the portfolio securities to be distributed exceeds the
Fund's basis in those securities. The Fund estimates that, based on the
unrealized gain inherent in the Fund's portfolio, the amount of the tax could
equal approximately 10.4% of the value of the portfolio securities distributed
in the offer. Because of these issues, the Fund believes that completion of the
offer would no longer serve the best interests of all Fund shareholders and has
terminated the offer.

The Fund's Board of Directors intends to meet in the near future to review
alternative courses of action. While there can be no assurance that any action
ultimately proposed or adopted by the Board will reduce or eliminate the
discount at which the Fund's shares trade,the Board remains committed to its
goal of finding a solution to enable shareholders to realize a price close to
net asset value for at least a portion of their shares.

                                      # # #

The Brazil Fund, Inc. is a non-diversified, closed-end investment company. The
Fund seeks long-term capital appreciation through investing primarily in equity
securities of Brazilian issuers. Its shares are listed on the New York Stock
Exchange under the symbol "BZF".

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

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 40037)]