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     DAVIS POLK & WARDWELL

3A CHATER ROAD

HONG KONG

(852) 2533 3300

     September 22, 2005

     By Facsimile and EDGAR

     Mr. Daniel L. Gordon

Mr. William Demarest

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Facsimile No.: 1-202-772-9209

          Re:

          Webzen Inc.

          Form 20-F for the Fiscal Year Ended
          December 31, 2004

          (File No. 000-50476)

     Dear Messrs. Gordon and Demarest:

          On behalf
     of Webzen Inc. (“Webzen”), we are responding to the comment
     letter of the staff (the “Staff”) of the Securities and
     Exchange Commission (the “Commission”)
dated September 8, 2005 relating to Webzen’s annual report on Form 20-F
for the fiscal year ended December 31, 2004 (the “2004 Form 20-F”).

          In connection
     with responding to the Staff’s comments, we can advise you that Webzen
acknowledges that:

     Webzen is responsible for the adequacy and accuracy of the disclosure in its filings required under the Securities Exchange Act of 1934;

     Staff comments or any changes to disclosure made in response to
        comments do not foreclose the Commission from taking any action with respect to the 2004 Form 20-F; and

     Webzen may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities law of the United States.

           Webzen’s
     responses to the Staff’s
comments are set forth below. References to “we,” “us” and “our” in
     the responses set forth below are to Webzen, unless the context otherwise
requires.

     Comment 1:

     Item 6. Directors, Senior Management and
     Employees

     6.C. Board Practices

     Independent Directors, page 36

          1.

          Tell us what occurred on July 31, 2005
          regarding the exemption granted by NASDAQ. Specifically clarify whether
          you were in compliance at that time, whether the exemption was extended,
          or whether some penalty was assessed.

     Response:

          We were
     in compliance with Nasdaq Marketplace Rules (“Rules” or,
     individually, “Rule”) before and after July 31, 2005 and
     no penalty has been assessed against us by Nasdaq. Prior to July 31, 2005,
     we were granted an exemption by Nasdaq from compliance with Rule 4350(c). 1 The letter from Nasdaq to our Korean counsel that granted such relief, dated November 28, 2003, is attached as Annex A for your reference. This letter stated that such
exemption with respect to Rules 4350(c) was to expire on July 31, 2005.

          On January
     31, 2005, Rule 4350(a)(1) and Interpretive Material 4350-6 (together, the “Applicability Rules”) were amended to allow a
foreign private issuer to follow its home country practice in lieu of the requirements of Rule 4350, subject to certain exceptions, without the need to seek an individual exemption from Nasdaq. The amended Applicability Rules provide that a foreign
private issuer may elect to follow home country practice in lieu of Rule 4350 by submitting to Nasdaq a written statement from an independent counsel in such issuer’s home country certifying that the issuer’s
practices are not prohibited by the home

1 Prior to the amendment pursuant to Section 10A(m)(1) of the Securities Exchange Act of 1934, as amended, Rule 4350(c) stated that each issuer should maintain a sufficient number
     of independent directors on its board of directors to satisfy the audit committee requirement then in effect, which called for at least three independent directors. After the amendment, Rule 4350(c) required issuers to have a board of directors
     comprised of a majority of independent directors and the compensation of officers as well as nomination of directors to be determined by a majority of the independent directors or a committee comprised solely of independent directors. The amended
     Rule 4350(c) became effective for foreign private issuers on July 31, 2005.

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     country’s laws and disclosing in its annual
     reports filed with the Commission each requirement of Rule 4350 that it
     does not follow. Pursuant to the amended Applicability Rules, we disclosed
     in our 2004 Form 20-F filed on June 29, 2005, that we had chosen not to
     follow certain requirements of Rule 4350, including Rule 4350(c), and described
     our home country practices in this regard. Separately, our Korean counsel
     submitted a letter dated July 14, 2005 to Nasdaq certifying that the practices
     we follow in lieu of the Rules were not prohibited by the laws, rules or
     regulations of Korea. Based on the rules discussed and our actions taken,
     we have been and are currently in compliance with the relevant Nasdaq Marketplace
Rules, both prior to and after July 31, 2005.

     Comment 2:

          6.D. Employees, page 39

          2.

          Clarify to us whether the payments to
          the National Pension Corporation are in addition to the liability for
          severance benefits under the Korean Labor Standard Act or whether these
          payments represent a portion of the severance payments included in
          the table on page F-16.

     Response:

          Payments to the National Pension Corporation are not included in the severance payments in the table on page F-16, as these are related to the National Pension Scheme, which is a program different
from severance payments under the Korean Labor Standard Law.

          The National
     Pension Scheme is a social insurance program enacted under the Korean National
     Pension Act, whereby contributions to the program of workplace-based insured
     persons is equally shared by the employer and its employees. The National
     Pension Scheme requires an employer to pay its portion of the contribution
     to the National Pension Corporation each month, together with the employees’ contribution, which is deducted from the
employees’ wages. Employees are entitled to receive an annuity from the National Pension Corporation in the event they lose, in whole or in part, their wage-earning capability. Currently, we are required to pay 4.5% of our employees’ wages
to the National Pension Corporation. Such payments are expensed each month. Our
employees are also required to pay 4.5% of their wages to the National Pension
Corporation. The National Pension Plan is effectively a defined contribution
plan, and we have no further liability beyond our required contributions.

          The severance
     payments required under the Korean Labor Standard Act are one-time lump
     sum payments to employees that becomes payable upon voluntary or involuntary
termination of their employment, regardless of loss of earnings

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     power. Employees with more than one year
     of service are eligible to receive such severance payment. The amount of
     the payment equals the employee’s monthly salary, calculated by averaging the
	employee’s daily salary for the three months prior to the date of the employee’s
     termination of employment, multiplied by the number of continuous years
     of employment. As of the date of each quarterly period end, we calculate
     the total amount that would become payable as severance payment assuming
     that all of our employees were terminated on such balance sheet date, add
     any accrued severance payments to employees with less than one year of service
     and record such amount as accrued severance benefits under non-current liabilities.
     See pages F-3 and F-16 of the 2004 Form 20-F. Increases in such liabilities
     as a result of any increase in the number of employees, increases in salary
     level or continued employment are expensed during that period and recorded
     under cost of revenues, selling, general and administrative expenses and
     research and development expenses, as applicable. Severance payments made
     to an employee upon termination are directly paid by us and not by the National
Pension Corporation or any other public entity.

          In future filings, we will clarify that the National Pension Scheme and the severance benefits under the Korean Labor Standard Law are separate programs and that payments to the National Pension
Corporation are not included in our provisions for severance benefits.

     Comment 3:

     Note 10. Stockholders’ Equity

     Retained Earnings, page F-19

     3.

          Please clarify to us your appropriations
          of retained earnings. Specifically address:

•          The
               reason why there does not appear to be a legal reserve, as discussed,
               in your table of retained earnings.

     Response:

          We are required to appropriate a legal reserve when we pay a cash dividend to our shareholders. Through December 31, 2004, we had not paid any cash dividends to our shareholders and, therefore, no
legal reserve was appropriated at December 31, 2004.

          On March
     18, 2005, at our annual shareholders’ meeting, we declared and paid
     a dividend of W3,225 million. Accordingly, the
financial statements for the year ending December 31, 2005 will show a dividend payment of W3,225 million and the corresponding creation of a legal reserve.

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      Why there is still an appropriation
                         for business rationalization when your disclosure
                         indicates that it is no longer required.

     Response:

          Our reserve for business rationalization of W118 million at December 31, 2004 was created prior to December 31, 2001, as required
under Korean law in existence at the time of the appropriation. Following an amendment to the Special Tax Treatment Control Law of Korea, from January 1, 2002, we are no longer required to appropriate additional amounts to this reserve and, subject
to an appropriate resolution by our stockholders, the reserve balance is available for payment of cash dividends. However, at December 31, 2004, as our stockholders had not yet approved such a resolution, we have disclosed a reserve for business
rationalization. As of the date hereof, we have no plans to ask our shareholders to approve such a resolution.

           We
     will modify our disclosure in future filings to clarify these matters.

     How the reserve for small and medium
     size enterprise is determined.

     Response:

          We meet
     the definition of a “small and medium-sized company” under Korean tax laws and, therefore, prior to December 31, 2003, we were eligible to claim a tax deduction for amounts we had
transferred to a reserve account titled “reserve for small and medium-size enterprise investment.” The
amounts transferred to this reserve account were determined by our management
and approved by a resolution of our shareholders. However, the total amount that
could be appropriated could not exceed 20% of the value of our business-related
tangible and intangible assets at each relevant balance sheet date. Effective
from January 1, 2004, the applicable Korean tax law has changed, and there is
no longer any tax benefit for such transfers. Therefore, we did not make any
additional appropriations in 2004.

     We will modify our disclosure in future filings to clarify these matters.

     Comment 4:

     Note 12. Stock Purchase Option Plan, page
     F-20

          4.

          The original grant of stock options
          on July 10, 2002 does not seem to be included in the Consolidated Statements
          of Changes in Stockholders’ Equity. Please tell us how the original
          grant was accounted for including the deferred compensation relating
          to the grant. Also, tell us how you have accounted for the subsequent
          cancellations/forfeitures of options.

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Response:

      The following
               information is provided supplementally in response to the Staff’s
               comment.

          On July 10, 2002, we granted 14,000 options to purchase shares of common stock at an exercise price of W4,000 per share. The fair
value of the option on the date of grant, based on a Black Scholes option pricing model, was W31,749 per option. The options vest at the end of three years. However, two employees,
who were granted 10,000 options in total, forfeited their options when they left us in 2003 and 2004.

          On July 10, 2002, as disclosed in our financial statements for the year ended December 31, 2002 included within our registration statement on Form F-1 (File No. 333-110321) and as permitted under SFAS
123, we projected the total compensation expense for the three-year period to be W444 million (W31,749 × 14,000
options). We did not record any deferred compensation on the date of grant.

          At December 31, 2002, we recognized W74 million of compensation expense (W31,749 × 14,000 options × 6 months divided by 36 months, based on a 3-year straight line vesting period). This amount was debited to selling, general and administrative expenses in the income statement, with a corresponding
credit to additional paid-in capital and labeled “amortization of deferred
compensation expense.”

          Our policy is to recognize forfeitures when they occur, as permitted by SFAS 123, paragraph 168.

          2003

          During 2003, 5,000 options were forfeited and we recorded a reversal of W26 million for the compensation expense previously
recorded on those options (W74 million × 5,000/14,000)
and a charge of W95 million for another year of
vesting on the 9,000 options remaining at December 31, 2003 (9,000 options × W31,749 / 3 years). The net of these two amounts, equaling W69
million, was debited to selling, general and administrative expenses in the income
statement, with a corresponding credit to additional paid-in capital and labeled “amortization
of deferred compensation expense.”

          2004

          During 2004, another 5,000 options were forfeited, and we recorded a reversal of W79 million for the compensation expense
previously recorded on those options (W74 million × 5,000/14,000
recorded in 2002, plus 5,000 options × W31,749 / 3 years recorded in 2003).

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      In addition,
               on June 10, 2004, our board of directors approved a 3-for-1 stock
               split. In connection with the stock split, we amended the strike
               price for the remaining 4,000 outstanding stock options from W4,000
               per share to W1,394, without an adjustment to
               the number of stock options outstanding. As required under SFAS
               123, paragraph 35, we analyzed the fair value of the 4,000 outstanding
                        options immediately before and immediately after the modification and
                        determined that the fair value of the options immediately before the award
                        was greater than the fair value of the options immediately after the modification.
     The fair value of the 4,000 outstanding stock options immediately before and
        immediately after the modification was W78,904 per option,
        and W27,682 per option, respectively, using the Black Scholes
        model and a new set of assumptions, applicable for June 10, 2004. Therefore, in
        accordance with the examples in SFAS 123, Appendix B, no
     incremental compensation cost was recorded on the date of the modification.
        We have recorded W43
     million of compensation expense in 2004 for the remaining 4,000 options (4,000
     options × W31,749 / 3 years).

          The net of these two amounts for 2004, W36 million, (W43
million for the remaining 4,000 options and the reversal of W79
million based on the 5,000 options forfeited in 2004) was credited to selling,
general and administrative expenses in the income statement, with a corresponding
debit to additiona