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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   __________

                                  SCHEDULE 13G


                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                               (Amendment No. 2 )*


                               The Korea Fund Inc.
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                                (Name of Issuer)

                                  Common Stock
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                         (Title of Class of Securities)

                                    500634100
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                                 (CUSIP Number)

                                  July 31, 2009
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             (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

     |X|  Rule 13d-1(b)
     |_|  Rule 13d-1(c)
     |_|  Rule 13d-1(d)

     * 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 in 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 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP NO. 500634100                     13G                    PAGE 2 of 8 PAGES
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1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

     CITY OF LONDON INVESTMENT GROUP PLC, A COMPANY INCORPORATED UNDER THE LAWS
     OF ENGLAND AND WALES
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2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP              (a) [_]
                                                                   (b) [_]

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3.   SEC USE ONLY


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4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     ENGLAND AND WALES
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                                 5.       SOLE VOTING POWER

                                          2,331,386
           NUMBER OF             -------- --------------------------------------
            SHARES               6.       SHARED VOTING POWER
         BENEFICIALLY
           OWNED BY                       0
             EACH                -------- --------------------------------------
           REPORTING             7.       SOLE DISPOSITIVE POWER
            PERSON
             WITH                         2,331,386
                                 -------- --------------------------------------
                                 8.       SHARED DISPOSITIVE POWER

                                          0
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9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     2,331,386
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10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   [_]

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11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     22.32%
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12.  TYPE OF REPORTING PERSON

     HC
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CUSIP NO. 500634100                     13G                    PAGE 3 of 8 PAGES
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1.   NAME OF REPORTING PERSONS
     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
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2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP              (a) [_]
                                                                   (b) [_]

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3.   SEC USE ONLY


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4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     ENGLAND AND WALES
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                                 5.       SOLE VOTING POWER

                                          2,331,386
           NUMBER OF             -------- --------------------------------------
            SHARES               6.       SHARED VOTING POWER
         BENEFICIALLY
           OWNED BY                       0
             EACH                -------- --------------------------------------
           REPORTING             7.       SOLE DISPOSITIVE POWER
            PERSON
             WITH                         2,331,386
                                 -------- --------------------------------------
                                 8.       SHARED DISPOSITIVE POWER

                                          0
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9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     2,331,386
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10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   [_]

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11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     22.32%
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12.  TYPE OF REPORTING PERSON

     IA
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CUSIP NO. 500634100                     13G                    PAGE 4 of 8 PAGES
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ITEM 1(A).     NAME OF ISSUER:

               The Korea Fund Inc.

ITEM 1(B).     ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

               The principal executive offices of the Fund are located at:
               The Korea Fund Inc, c/o ALLIAN GLOBAL INVESTORS 1345 Avenue of
               the Americas
               New York, NY 10105
               Attn: Ann Morgan
               212-739-3226

ITEM 2(A).     NAME OF PERSON FILING:

               This statement is being filed by City of London Investment Group
               PLC ("CLIG") and City of London Investment Management Company
               Limited ("CLIM," and together with CLIG, the "Reporting
               Persons").

               The principal business of CLIG is serving as the parent holding
               company for the City of London group of companies, including
               CLIM.

               CLIM is an emerging markets fund manager which specializes in
               investing in closed-end investment companies and is a registered
               investment adviser under Section 203 of the Investment Advisers
               Act of 1940. CLIM is controlled by CLIG. CLIM is principally
               engaged in the business of providing investment advisory services
               to various public and private investment funds, including The
               Emerging World Fund ("EWF"), a Dublin, Ireland-listed open-ended
               investment company, Emerging Markets Country Fund ("GEM"), a
               private investment fund organized as a Delaware business trust,
               Investable Emerging Markets Country Fund ("IEM"), a private
               investment fund organized as a Delaware business trust, The World
               Equity CEF Fund ("WOEF"), a private investment fund organized as
               a Delaware business trust, Emerging Free Markets Country Fund
               ("FREE"), a private investment fund organized as a Delaware
               business trust, Frontier Emerging Markets Fund ("FRONT"), a
               private investment fund organized as a Delaware business trust, ,
               the Global Emerging Markets Equity Yield Fund ("PLUS"), a private
               investment fund organized as a Delaware business trust,, GFM
               (Institutional) Emerging Markets Country Fund ("GFM"), an
               open-ended fund organized under the laws of the Province of
               Ontario, Tradex Global Equity Fund ("Tradex"), an Ontario mutual
               fund, and fifteen unaffiliated third-party segregated accounts
               over which CLIM exercises discretionary voting and investment
               authority (the "Segregated Accounts").

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CUSIP NO. 500634100                     13G                    PAGE 5 of 8 PAGES
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               EWF, GEM, IEM, WOEF, FREE, FRONT, PLUS, GFM, and Tradex are
               collectively referred to herein as the "City of London Funds."

               The Shares to which this Schedule 13G relates are owned directly
               by the City of London Funds and the Segregated Accounts.


ITEM 2(B).     ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

               Address for CLIG and CLIM:

               77 Gracechurch Street, London
               England EC3V 0AS

ITEM 2(C).     CITIZENSHIP:

               CLIG - England and Wales

               CLIM - England and Wales

ITEM 2(D).     TITLE OF CLASS OF SECURITIES:

               Common Stock, par value $.001 per share

ITEM 2(E).     CUSIP NUMBER:

               500634100

ITEM 3.        IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B)
               OR (C), CHECK WHETHER THE PERSON FILING IS A:

               (a) |_| Broker or dealer registered under Section 15 of the Act
                       (15 U.S.C. 78o).

               (b) |_| Bank as defined in Section 3(a)(6) of the Act
                       (15 U.S.C. 78c).

               (c) |_| Insurance company as defined in Section 3(a)(19) of the
                       Act (15 U.S.C. 78c).

               (d) |_| Investment company registered under Section 8 of the
                       Investment Company Act of 1940 (15 U.S.C. 80a-8).

               (e) |X| An investment adviser in accordance with Rule
                       13d-1(b)(1)(ii)(E) (for CLIM);

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CUSIP NO. 500634100                     13G                    PAGE 6 of 8 PAGES
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               (f) |_| An employee benefit plan or endowment fund in
                       accordance with Rule 13d-1(b)(1)(ii)(F);

               (g) |X| A parent holding company or control person in
                       accordance with Rule 13d-1(b)(1)(ii)(G) (for CLIG);

               (h) |_| A savings association as defined in Section 3(b) of the
                       Federal Deposit Insurance Act (12 U.S.C. 1813);

               (i) |_| A church plan that is excluded from the definition of an
                       investment company under Section 3(c)(14) of the
                       Investment Company Act (15 U.S.C. 80a-3);

               (j) |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J).


ITEM 4.        OWNERSHIP.

               For CLIG and CLIM:

               (a) Amount beneficially owned:

                   2,331,386

               (b) Percent of class:

                   22.32%

               (c) Number of shares as to which such person has:

                  (i) Sole power to vote or to direct the vote: 2,331,386

                  (ii) Shared power to vote or to direct the vote: 0

                  (iii) Sole power to dispose or to direct the disposition of:
                        2,331,386

                  (iv) Shared power to dispose or to direct the disposition of:
                       0

ITEM 5.        OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

               Not applicable.

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CUSIP NO. 500634100                     13G                    PAGE 7 of 8 PAGES
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ITEM 6.        OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

               CLIG, as the parent holding company of CLIM, and CLIM, as
               investment advisers to the Funds, have the power to direct the
               dividends from, or the proceeds of the sale of the shares owned
               by the Funds. Each of the Funds owns less than 5% of the shares.

ITEM 7.        IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
               ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
               COMPANY.

               CLIG is the parent holding company of CLIM. See also Item 3.

ITEM 8.        IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

               Not applicable.

ITEM 9.        NOTICE OF DISSOLUTION OF GROUP.

               Not applicable.

ITEM 10.       CERTIFICATION.

               By signing below I certify that, to the best of my knowledge and
               belief, the securities referred to above were acquired and are
               held in the ordinary course of business and were not acquired and
               are not held for the purpose of or with the effect of changing or
               influencing the control of the issuer of the securities and were
               not acquired and are not held in connection with or as a
               participant in any transaction having that purpose or effect.


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CUSIP NO. 500634100                     13G                    PAGE 8 of 8 PAGES
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                                    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.

     The reporting persons agree that this statement is filed on behalf of each
of them.



Dated: August 7, 2009



                                            CITY OF LONDON INVESTMENT GROUP PLC


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



                                            CITY OF LONDON INVESTMENT MANAGEMENT
                                            COMPANY LIMITED


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