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<SEC-DOCUMENT>0000930413-04-001140.txt : 20040315
<SEC-HEADER>0000930413-04-001140.hdr.sgml : 20040315
<ACCEPTANCE-DATETIME>20040315172512
ACCESSION NUMBER:		0000930413-04-001140
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20040315

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PRESIDENT & FELLOWS OF HARVARD COLLEGE
		CENTRAL INDEX KEY:			0000315016
		STANDARD INDUSTRIAL CLASSIFICATION:	UNKNOWN SIC - 0000 [0000]
		IRS NUMBER:				042103580
		STATE OF INCORPORATION:			MA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		C/O HARVARD MANAGEMENT COMPANY INC
		STREET 2:		600 ATLANTIC AVENUE
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02210
		BUSINESS PHONE:		6175234400

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			KOREA FUND INC
		CENTRAL INDEX KEY:			0000748691
		IRS NUMBER:				133226146
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-36819
		FILM NUMBER:		04670577

	BUSINESS ADDRESS:	
		STREET 1:		345 PARK AVE
		STREET 2:		C/O SCUDDER STEVENS & CLARK INC
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10154
		BUSINESS PHONE:		6173305464
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>c31443-sc13da.txt
<TEXT>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                  SCHEDULE 13D

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934

                                (AMENDMENT NO. 2)

                              THE KOREA FUND, INC.
                              --------------------
                                (Name of Issuer)

                                  COMMON STOCK
                                  ------------
                         (Title of Class of Securities)

                                    500634100
                                    ---------
                                 (CUSIP Number)

                                 Michael Pradko
                        Harvard Management Company, Inc.
                               600 Atlantic Avenue
                           Boston, Massachusetts 02210
                                 (617) 523-4400

                                 with a copy to:

                              THEODORE ALTMAN, ESQ.
                                PIPER RUDNICK LLP
                           1251 AVENUE OF THE AMERICAS
                          NEW YORK, NEW YORK 10020-1104

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

                                 MARCH 15, 2004
                                 --------------
             (Date of Event Which Requires Filing of this Statement)

         If the filing person has  previously  filed a statement on Schedule 13G
         to report the acquisition that is the subject of this Schedule 13D, and
         is filing this schedule because of ss.ss.240.13d-1(e),  240.13d-1(f) or
         240.13d-1(g), check the following box. [ ]


                               Page 1 of 4 Pages
<PAGE>



<TABLE>
<CAPTION>
- --------------------------------                                                        ---------------------------------
CUSIP No. 500634100                          SCHEDULE 13D AMENDMENT NO. 2                           Page 2 of 4 Pages
- --------------------------------                                                        ---------------------------------
<S>           <C>                                                                                    <C>
- ------------- -----------------------------------------------------------------------------------------------------------
     1        NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NUMBERS

              President and Fellows of Harvard College
- ------------- -----------------------------------------------------------------------------------------------------------
     2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                                                      (a)    |_|
                                                                                                      (b)    |_|
- ------------- -----------------------------------------------------------------------------------------------------------
     3        SEC USE ONLY

- ------------- -----------------------------------------------------------------------------------------------------------
     4        SOURCE OF FUNDS

              WC
- ------------- -----------------------------------------------------------------------------------------------------------
     5        CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)    |_|

- ------------- -----------------------------------------------------------------------------------------------------------
     6        CITIZENSHIP OR PLACE OF ORGANIZATION

              Massachusetts
- ------------------------------------ --------- --------------------------------------------------------------------------
   NUMBER OF SHARES                     7      SOLE VOTING POWER
     BENEFICIALLY
                                               11,813,400
    OWNED BY EACH                    --------- --------------------------------------------------------------------------
  REPORTING PERSON                      8      SHARED VOTING POWER
        WITH
                                               0
                                     --------- --------------------------------------------------------------------------
                                        9      SOLE DISPOSITIVE POWER

                                               11,813,400
                                     --------- --------------------------------------------------------------------------
                                        10     SHARED DISPOSITIVE POWER

                                               0
- ------------- -----------------------------------------------------------------------------------------------------------
     11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

              11,813,400
- ------------- -----------------------------------------------------------------------------------------------------------
     12       CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    |_|

- ------------- -----------------------------------------------------------------------------------------------------------
     13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

              23.75%
- ------------- -----------------------------------------------------------------------------------------------------------
     14       TYPE OF REPORTING PERSON

              EP
- ------------- -----------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>


        This second  amendment (the "Second  Amendment")  amends and supplements
the statement on Schedule  13D, as amended by Amendment No. 1 (the  "Schedule"),
previously  filed with the  Securities  and Exchange  Commission on December 15,
2003 by the President and Fellows of Harvard College  ("Harvard"),  with respect
to the common  stock,  par value $0.01 per share (the  "Common  Stock"),  of The
Korea Fund, a Maryland corporation (the "Issuer").

ITEM 4.           PURPOSE OF TRANSACTION.

        On March  15,  2004  Harvard  sent a letter  to each of the  Independent
Directors of the Issuer.  The letter stated Harvard's  position that the actions
taken by the  Issuer  to  address  the  discount  to net asset  value  have been
inadequate,  offered to  separately  discuss its concerns  with the  Independent
Directors  and stated that if it concluded  that the interest of the  investment
manager is unduly persuading the Board, it will seriously  consider taking steps
necessary to remove that influence.  The full text of the letter is set forth as
Exhibit 99.1 hereto.

         Except as described above, Harvard does not have any plans or proposals
which  relate to or would  result in any of the  actions  set forth in parts (a)
through  (j) of Item 4.  Harvard  reserves  the right to make any such  plans or
proposals  in the future or to take any other  steps to enhance the value of its
investment.

ITEM 7.           MATERIALS TO BE FILED AS EXHIBITS.

         The following document is filed as an Exhibit to this Second Amendment:

         EXHIBIT 99.1:     Letter, dated March 15, 2004.





                               Page 3 of 4 Pages
<PAGE>


                                   SIGNATURES

         After  reasonable  inquiry and to the best of its knowledge and belief,
the  undersigned  certifies that the  information set forth in this statement is
true, complete and correct.

Dated:  March 15, 2004                  PRESIDENT AND FELLOWS OF HARVARD COLLEGE



                                        By: /s/ Michael S. Pradko
                                           -------------------------------------
                                           Name: Michael S. Pradko
                                           Title: Authorized Signatory









                               Page 4 of 4 Pages


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>c31443_ex99-1.txt
<TEXT>

                                                                    EXHIBIT 99.1

                        Harvard Management Company, Inc.
                               600 Atlantic Avenue
                        Boston, Massachusetts 02210-2203

                                 March 15, 2004


Independent Directors of The Korea Fund, Inc.
        Robert J. Callander
        Kenneth C. Froewiss
        William H. Luers
        Ronaldo A. da Frota Nogueira
        Susan Kaufman Purcell
        Kesup Yun
c/o The Korea Fund, Inc.
Deutche Investment Management Americas Inc.
345 Park Avenue
New York, New York 10154

Dear Independent Directors of The Korea Fund, Inc.:

We  recently  received  a letter  from Mr.  Richard  Hale that he also  released
publicly as a communication  from the Board. As the Senior Portfolio Manager for
all  International  Equities,  I am well  versed in the issues  surrounding  our
investment  in The Korea  Fund,  Inc.  and I would like to offer  this  response
regarding Mr. Hale's letter.  First, however, let me explain why we address this
letter to the independent Directors of the Fund.

Although we are certain the  independent  directors  take their  fiduciary  duty
seriously,  we do not consider Mr. Hale an unbiased  party. As a board member of
over 200 Deutsche  funds and an executive of Deutsche  Bank,  his  allegiance is
most  certainly  with the  investment  manager.  It is not just the  actions  of
management  in  this  fund  that  make  us  cautious,   but  also  treatment  of
shareholders in other Deutsche Bank closed-end  funds. For example,  Mr. Hale is
the President and CEO of the Central Europe and Russia Fund (CEE). Since you are
not directors of CEE you may not be aware of a recent development regarding that
fund.

As directors of a closed-end  fund, I expect you agree with the common principle
that  subscription  rights for new shares  should not be issued when the fund is
trading at a discount;  it is dilutive and unfair.  Yet, CEE  announced a rights
issue on February 13 while fund shares traded at an approximate discount of 10%.
The rights  offering  issues new shares at a further 10 percent  discount to the
price of CEE during a pricing period. Not surprisingly, this extraordinary abuse
of shareholders caused CEE to widen from 10% to 16% discount in one week! If the
rights offering priced today it would be at a 25% discount to NAV.

This rights issue is astounding.  When Credit Suisse Asset  Management Ltd acted
similarly  with regard to the  Brazilian  Equity Fund,  shareholders  sued their
Board, as well as their  management and fund. While investors have been weighing
in on CEE with  their feet - willing to leave the Fund at 90 cents on the dollar
just to get out -  Deutsche  Bank  recommended  and  convinced  the Board that a
coercive rights issue that dilutes  shareholders  would be in shareholders' best
interests.  It may be in the best interest of a manager  capturing more fees; it
cannot possibly be in the best interest of a shareholder.

With this  background  to explain  our  skepticism,  I would like to address Mr.
Hale's letter. Mr. Hale digresses from the real issue with irrelevant references
to shareholder  differences  and our  appearances  before  boards;  the issue is
whether the actions taken are sufficient to address the Fund's discount price to
NAV. They are not. At the Board's  invitation,  we have offered  suggestions and
options to the Board regarding the appropriate structure of the Fund in light of
this serious and persistent discount.

Maybe  there was a  misunderstanding,  but I am assured by all who were  present
from Harvard at the December 16 meeting that no request was made for the Fund to
"mirror" an index.  As you will see, there is no rational  reason for us to make
such a request. The Fund already has very few


                                      A-1

<PAGE>


distinguishing   characteristics   from  the  index  we  benchmark   our  Korean
investments against: the MSCI index.

In fact,  if the Fund  were able to  demonstrate  an  ability  to  outperform  a
benchmark, we would be delighted.  Unfortunately, this is not the case. Although
Mr. Hale asserts  repeatedly  in his letter that the Fund has achieved  superior
investment  performance  and infers that the manager makes many  successful bets
against the index, the statistics simply do not support this.

Mr. Hale measures the Fund against the KOSPI index. The KOSPI,  however, is what
we call a "slow rabbit." The MSCI Korea index is not just  Harvard's  benchmark;
we believe it is the most widely used measurement among institutional investors.
The  alternative is the IFC index.  The following table compares our calculation
of Fund  performance  (assuming  distributions  reinvested)  to several  indices
during the three-year period ended 12/31/03:

                                       KF NAV       KOSPI         KF vs. KOSPI
         Annualized 3 yr return:       29.3%        20.6%         KF 8.7% better

                                       KF NAV       MSCI          KF vs. MSCI
         Annualized 3 yr return:       29.3%        29.4%         KF .1% worse

                                       KF NAV       IFC           KF vs. IFC
         Annualized 3 yr return:       29.3%        31.5%         KF 2.2% worse

The Fund appears to have  outstanding  returns only based on one index.  Against
the more widely  used MSCI and IFC  indices,  the fund has  trailed  slightly in
performance, but not been extraordinarily different.

Mr. Hale claims the Fund makes  significant bets relative to the index,  both in
terms of security  selection  and  capitalization.  If this were true,  the Fund
would have exhibited little  correlation  with the indices  returns.  Again, the
statistics do not support the assertion.  During the same  three-year  period we
estimate the correlation of Fund NAV returns to index returns as follows:

                           KOPSI            MSCI
Fund Correlation with:     97.9%            99.1%

We conclude that the Fund already offers very little to distinguish  itself from
the MSCI  Korean  index.  In that case,  we believe it is topical to ask whether
shareholders  are best served by the Fund's  closed-end  structure  and discount
price.

If the Fund has no  performance  advantage,  there are few other  considerations
that would justify the closed-end  format and the continuing large discount.  At
the time of the Fund's  listing,  limited  alternatives  for investors  existed.
After 20 years the alternatives have broadened considerably. In addition to MSCI
Korea  iShares,  and a broad  array  of ADRs  there  is  also an  open-end  fund
available.  The Fund is no longer the only choice for an investor.  In fact, the
Korean iShare (EWY),  which tracks the MSCI Korea index closely without discount
problems,  is currently more popular with investors than the Fund. Over the past
12 months  the dollar  value of trade in Korean  iShares  has been  consistently
greater than the Fund and averaged roughly 60% more.


                                      A-2

<PAGE>


The fees of the Fund exceed  other  alternatives.  The Fund's  expenses at 1.26%
compare  poorly to the Korean  iShare at .99%.  In addition,  an investor  could
access  approximately  75% of the MSCI Korea index through  Depository  Receipts
listed in either U.S. or London and pay no management fee whatsoever.

Indeed, investors have recently shown a preference for abandoning the closed end
format.  In September 2001 the shareholders of the Korean  Investment Fund (KIF)
voted  to  convert  to  open-end  from  closed-end  status.   (KIF  subsequently
liquidated due to high redemptions.)

During the Korea Fund's recent  self-tender,  nearly two thirds of  shareholders
tendered their shares for  redemption - even at a five percent  discount to NAV.
This  strong  participation  level is clear  indication  that most  shareholders
desire an exit at close to NAV.  Ten  percent  proved to be a poor  estimate  of
demand for redemption.

We conclude the following:

- - The performance of the Fund is ordinary at best
- - There are many alternatives to the Fund
- - The Fund offers little  substantive  difference from alternatives
- - Management fees of the alternatives are lower
- - Most shareholders clearly desire an exit at NAV

The Fund has the size and flexibility to do far more than satisfy only one-sixth
of the demand for redemption  from  shareholders.  If the manager were skillful,
then the Fund would trade at a premium,  could  convert to  open-end  status and
would gather even more assets.  This however is not the case;  so if it is clear
that the  majority of  investors  want an exit,  then  conduct a 50% tender.  We
continue  to  believe  that a minor  tender  at a  discount  is  inadequate  and
certainly more in the interest of the fund manager than the shareholders.

We would be very  happy to  discuss  these  issues in  further  detail  with the
independent  directors alone. If, however,  we conclude that the interest of the
investment  manager is unduly  persuading the Board, we will seriously  consider
taking steps necessary to remove that influence.

Sincerely,

/s/ Jeff Larson

Jeff Larson
Senior Vice President

Portfolio Manager - International Equities

cc:  Mr. Richard Hale


                                      A-3







</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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