-----BEGIN PRIVACY-ENHANCED MESSAGE-----
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<SEC-DOCUMENT>0001072613-05-002324.txt : 20051007
<SEC-HEADER>0001072613-05-002324.hdr.sgml : 20051007
<ACCEPTANCE-DATETIME>20051007145751
ACCESSION NUMBER:		0001072613-05-002324
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20051007
DATE AS OF CHANGE:		20051007
GROUP MEMBERS:		CITY OF LONDON INVESTMENT MANAGEMENT CO.

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:		051129459

	BUSINESS ADDRESS:	
		STREET 1:		345 PARK AVE
		STREET 2:		C/O DEUTSCHE ASSET MANAGEMENT
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10154
		BUSINESS PHONE:		617-295-3986

	MAIL ADDRESS:	
		STREET 1:		DEUTSCHE ASSET MANAGEMENT
		STREET 2:		TWO INTERNATIONAL FUND
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02110

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CITY OF LONDON INVESTMENT GROUP PLC
		CENTRAL INDEX KEY:			0001018138
		STATE OF INCORPORATION:			X0
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		10 EASTCHEAP
		STREET 2:		LONDON ENGLAND EC3MLAJ
		CITY:			LONDON
		BUSINESS PHONE:		011441717110771

	MAIL ADDRESS:	
		STREET 1:		10 EASTCHEAP
		STREET 2:		LONDON ENLAND EC3MLAJ
		CITY:			LONDON

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	OLLIFF & PARTNERS PLC
		DATE OF NAME CHANGE:	19960705
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>sch13d-a_13881.txt
<DESCRIPTION>AMENDMENT #13 TO SCHEDULE 13-D
<TEXT>
================================================================================


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

                                  SCHEDULE 13D
                                 (Rule 13d-101)
                               (Amendment No. 13)


             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
            TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
                                  RULE 13d-2(a)


                              The Korea Fund, Inc.
                                (Name of Issuer)

                     Common Stock, par value $.01 per share
                         (Title of Class of Securities)

                                    500634100
                                 (CUSIP Number)

                                 Barry M. Olliff
            c/o City of London Investment Management Company Limited
                     10 Eastcheap, London EC3M ILX, England
                                +44 207 711 0771
           (Name, Address and Telephone Number of Person Authorized to
                       Receive Notices and Communications)

                                 October 7, 2005
             (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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), (f) or (g), check the following box / /.

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act.
================================================================================

                                   Page 1 of 6
<PAGE>

================================================================================
     1     NAME OF REPORTING PERSONS
           S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

           City of London Investment Group PLC, a company incorporated under
           the laws of England and Wales.
- ---------- ---------------------------------------------------------------------
     2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP              (A) |_|
                                                                         (B) |_|

- ---------- ---------------------------------------------------------------------
     3     SEC USE ONLY


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

           OO
- ---------- ---------------------------------------------------------------------
     5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
           TO ITEM 2(D) OR 2(E)
                                                                             |_|
- ---------- ---------------------------------------------------------------------
     6     CITIZENSHIP OR PLACE OF ORGANIZATION

           England and Wales
- --------------------------------------------------------------------------------

      NUMBER OF           7    SOLE VOTING POWER

        SHARES                 5,440,119
                        ------ -------------------------------------------------
     BENEFICIALLY         8    SHARED VOTING POWER

       OWNED BY                0
                        ------ -------------------------------------------------
         EACH             9    SOLE DISPOSITIVE POWER

      REPORTING                5,440,119
                        ------ -------------------------------------------------
        PERSON           10    SHARED DISPOSITIVE POWER

         WITH                  0

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

           5,440,119
- ---------- ---------------------------------------------------------------------
    12     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
           |_|

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

           18.15%
- ---------- ---------------------------------------------------------------------
    14     TYPE OF REPORTING PERSON*

           HC
================================================================================

                                   Page 2 of 6
<PAGE>

================================================================================
     1     NAME OF REPORTING PERSONS
           S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

           City of London Investment Management Company Limited, a company
           incorporated under the laws of England and Wales.
- ---------- ---------------------------------------------------------------------
     2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP              (A) |_|
                                                                         (B) |_|

- ---------- ---------------------------------------------------------------------
     3     SEC USE ONLY


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

           WC
- ---------- ---------------------------------------------------------------------
     5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
           ITEMS 2(D) OR 2(E)
                                                                             |_|

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

           England and Wales

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

      NUMBER OF           7    SOLE VOTING POWER

        SHARES                 5,440,119
                        ------ -------------------------------------------------
     BENEFICIALLY         8    SHARED VOTING POWER

       OWNED BY                0
                        ------ -------------------------------------------------
         EACH             9    SOLE DISPOSITIVE POWER

      REPORTING                5,440,119
                        ------ -------------------------------------------------
        PERSON           10    SHARED DISPOSITIVE POWER

         WITH                  0

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

    11     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

           5,440,119
- ---------- ---------------------------------------------------------------------
    12     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
           |_|

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

           18.15%
- ---------- ---------------------------------------------------------------------
    14     TYPE OF REPORTING PERSON*

           IA
================================================================================

                                   Page 3 of 6
<PAGE>

This Amendment No. 13 to Schedule 13D (this "Amendment No. 13") should be read
in conjunction with the Schedule 13D filed with the U.S. Securities and Exchange
Commission (the "SEC") on February 17, 2004 (the "Original Schedule 13D"), with
Amendment No. 1 to Schedule 13D filed with the SEC on March 1, 2004 ("Amendment
No. 1"), with Amendment No. 2 to Schedule 13D filed with the SEC on May 5, 2004
("Amendment No. 2"), with Amendment No. 3 to Schedule 13D filed with the SEC on
July 8, 2004 ("Amendment No. 3"), with Amendment No. 4 to Schedule 13D filed
with the SEC on August 31, 2004 ("Amendment No. 4"), with Amendment No. 5 to
Schedule 13D filed with the SEC on November 15, 2004 ("Amendment No. 5"), with
Amendment No. 6 to Schedule 13D filed with the SEC on December 23, 2004
("Amendment No. 6"), with Amendment No. 7 to Schedule 13D filed with the SEC on
May 18, 2005 ("Amendment No. 7"), with Amendment No. 8 to Schedule 13D filed
with the SEC on June 10, 2005 ("Amendment No. 8"), with Amendment No. 9 to
Schedule 13D filed with the SEC on July 5, 2005 ("Amendment No. 9"), with
Amendment No. 10 to Schedule 13D filed with the SEC on August 5, 2005
("Amendment No. 10"), and with Amendment No. 11 to Schedule 13D filed with the
SEC on August 12, 2005 ("Amendment No. 11"), and with Amendment No. 12 to
Schedule 13D filed with the SEC on September 14, 2005 ("Amendment No. 12") and,
together with Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No.
4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment
No. 9. Amendment No. 10, Amendment No. 11, and Amendment No. 12, the
"Amendments") by City of London Investment Group PLC ("City of London") and City
of London Investment Management Company Limited relating to the shares of common
stock, par value $0.01 per share (the "Shares"), of The Korea Fund, Inc., a
Maryland corporation (the "Fund"). This Amendment No. 13 amends Items 4 and 7 of
the Original Schedule 13D as amended by the Amendments. All other information in
the Original Schedule 13D and the Amendments remains in effect. All capitalized
terms used herein and not otherwise defined shall have the meanings ascribed
thereto in the Original Schedule 13D as amended by the Amendments.

ITEM 4.   PURPOSE OF TRANSACTION.

          Item 4 is hereby amended by adding the following:

          On October 7, 2005, CLIG sent a letter to the Chairman of the
          Board of Directors of the Korea Fund Inc. In the letter, CLIG
          requests the Chairman of the Board of Directors to address
          certain concerns relating to corporate governance surrounding
          the upcoming AGM. The foregoing description of the letter is
          not intended to be complete and it is qualified in its entirety
          by the complete text of the letter, which is filed as Exhibit A
          hereto and is incorporated herein by reference.

          The Reporting Persons reserve the right to acquire, or cause to
          be acquired, additional securities of the Fund, to dispose of,
          or cause to be disposed, such securities at any time or to
          formulate other purposes, plans or proposals regarding the Fund
          or any of its securities, to the extent deemed advisable in
          light of general investment and trading policies of the
          Reporting Persons, market conditions or other factors.

                                   Page 4 of 6
<PAGE>

          Other than as set forth above, none of the Reporting Persons
          or, in the case of non- individual Reporting Persons, any of
          their directors or executive officers identified in Item 2,
          have any present plans or proposals which relate to or could
          result in, any of the matters referred to in paragraphs (a)
          through (j), inclusive, of Item 4 of Schedule 13D (although
          they reserve the right to develop any such plans or proposals).


ITEM 7    MATERIALS TO BE FILED AS EXHIBITS

          Item 7 is hereby amended by adding the following:

          Exhibit A.   Letter sent to the Chairman of the Board of Directors
                       dated October 7, 2005





















                                   Page 5 of 6
<PAGE>


                                    SIGNATURE

After reasonable 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.

Dated: October 7, 2005


                                           CITY OF LONDON INVESTMENT GROUP PLC


                                           /s/ Barry M. Olliff
                                           -----------------------------
                                           Name: Barry M. Olliff
                                           Title: Director


                                           CITY OF LONDON INVESTMENT
                                           MANAGEMENT COMPANY LIMITED


                                           /s/ Barry M. Olliff
                                           -----------------------------
                                           Name: Barry M. Olliff
                                           Title: Director










                                   Page 6 of 6
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.A
<SEQUENCE>2
<FILENAME>exhibit-a_13881.txt
<DESCRIPTION>LETTER SENT TO THE CHAIRMAN OF THE BOARD
<TEXT>


                                                                 October 7, 2005



Board of Directors
The Korea Fund, Inc.
c/o Scudder Investments.
345 Park Avenue
New York, NY 10154
Attn:  Robert Callander, Chairman




Dear Mr. Callander:

We refer to our letter of August 5, and to your reply of August 10, 2005.

In our letter we stated that:

"It is also of concern to COL that you have agreed to stand for re-election at
the 2005 AGM. You will recall that there was an announcement to the effect that
you were going to step down from the Board. This announcement was made via the
Fund's Schedule 14A filing on August 20, 2004. However, the Fund in the Annual
Report as of June 30, 2004 announced that "William H. Luers would continue as a
director until his term expired at the fund's 2005 Annual Meeting, and that MR
CALLANDER ... HAD AGREED TO STAND FOR RE-ELECTION AT THE 2005 ANNUAL MEETING.
THE FUND HAD PREVIOUSLY INDICATED THAT BOTH DIRECTORS WERE EXPECTED TO RETIRE IN
APRIL 2005".

In your reply to us you stated that:

"The board of The Korea Fund has not yet decided on its nominees for election at
the December meeting. SHOULD THE BOARD DECIDE TO NOMINATE ME FOR RE-ELECTION AND
SHOULD I AGREE TO RUN, YOU CAN BE SURE THAT WE WILL CONSULT WITH COMPETENT
MARYLAND COUNSEL TO ENSURE THAT ALL BYE-LAW REQUIREMENTS ARE SATISFIED".

We now read in the Annual Report as of June 30, 2005 that:

"The fund expects that William H. Luers would continue as a Director until his
term expires at the fund's 2005 Annual Meeting, and that ROBERT J. CALLANDER ...
WOULD CONTINUE AS A DIRECTOR UNTIL HIS TERM EXPIRES AT THE FUND'S 2006 ANNUAL
MEETING. THE FUND HAD INDICATED PREVIOUSLY THAT BOTH DIRECTORS WERE EXPECTED TO
RETIRE IN APRIL 2005."

We are again surprised by the statements being made by the Board.

First, the Board is divided into three classes, with each director serving for a
term of 3 years. The term of the Class 2 directors, of which you are one,
expires at the 2005 annual meeting. We are conscious that you stated that you
are consulting competent Maryland Counsel to ensure that all Bye-law
requirements are satisfied but we would contest your right unilaterally to
extend your term until the 2006 annual meeting. Our interpretation of the legal
position is that this is a matter which can only be determined by stockholders.

Secondly, we would again draw your attention to the announcement that has been
previously made that "MESSRS CALLANDER AND LUERS WILL RESIGN FROM THE BOARD ON
OR ABOUT APRIL 30, 2005 IN ACCORDANCE WITH THE BOARD'S RETIREMENT POLICY". We
continue to believe that the Board's retirement policy has been established for
sound reasons and that, in the words of the SEC, "the

<PAGE>

critical role of independent directors of investment companies is necessitated,
in part, by the unique structure of investment companies". As a result we
believe that the Board should adhere to the rules that it has established and
not make an exception in your, or any other, case save in exceptional
circumstances. We do not consider in this case that such circumstances exist.

In view of the above we would invite you to clarify your position, the Board's
position and the position established in the Annual Report as of June 30, 2005.



Sincerely yours,

/s/ Barry M. Olliff
- ------------------------
Barry M. Olliff
Director



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
