Exhibit M-3

                 [CLEARY, GOTTLIEB, STEEN & HAMILTON LETTERHEAD]





                                November 13, 2002

The Korea Development Bank
16-3, Yoido-dong
Youngdungpo-gu
Seoul, Korea

Ladies and Gentlemen:

         We have acted as special United States counsel to The Korea Development
Bank, a statutory juridical entity established in the Republic of Korea under
The Korea Development Bank Act of 1953, as amended (the "Issuer"), in connection
with the preparation and filing with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), of the Issuer's registration statement under Schedule B (No. 333-97299)
(the "Registration Statement") relating to the offering from time to time, as
set forth in the Registration Statement, the form of prospectus contained
therein (the "Prospectus") and one or more supplements to the Prospectus, of the
Issuer's unsecured debt securities (the "Debt Securities") and guarantees (the
"Guarantees"). The Registration Statement relates to Debt Securities and
Guarantees having an aggregate initial public offering price or purchase price
of up to approximately U.S.$6,621,000,000 or the equivalent thereof. Certain of
the Guarantees are to be issued in the form of securities guarantees (the
"Securities Guarantees") or deed poll guarantees pursuant to a guarantee
agreement dated November 13, 2002 between the Issuer and Korea Electric Power
Corporation.

         We have reviewed the originals or copies certified or otherwise
identified to our satisfaction of such instruments and other documents, and we
have made such investigations of law, as we have deemed appropriate as a basis
for the opinion expressed below.



The Korea Development Bank, p. 2


         Based on the foregoing, and subject to the further assumptions and
qualifications set forth below, it is our opinion that when the Securities
Guarantees offered pursuant to the Registration Statement or pursuant to any
registration statement related thereto filed by the Issuer with the Commission
pursuant to Rule 462(b) under the Securities Act have been duly authorized,
executed and delivered by the Issuer, such Securities Guarantees will constitute
valid, binding and enforceable obligations of the Issuer.

         The foregoing opinion is subject to the following qualifications: (i)
such opinion is subject to applicable bankruptcy, insolvency and similar laws
affecting creditors' rights generally and to general principles of equity; (ii)
such opinion is subject to the effect of judicial application of foreign laws or
foreign governmental actions affecting creditors' rights; (iii) the
enforceability in the United States of the waiver of immunities by the Issuer as
set forth in the Securities Guarantees is subject to the limitations imposed by
the Foreign Sovereign Immunities Act of 1976; and (iv) we express no opinion as
to the subject matter jurisdiction of any United States federal court to
adjudicate any action where jurisdiction based on diversity of citizenship under
28 U.S.C. ss.1332 does not exist. In addition, we have assumed that the Issuer
will have satisfied those legal requirements that are applicable to it to the
extent necessary to make the Securities Guarantee enforceable against it (except
that no such assumption is made as to the Issuer regarding matters of the
federal law of the United States of America or the law of the State of New
York).

         The foregoing opinion is limited to the federal law of the United
States of America and the law of the State of New York.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, to the incorporation by reference of this opinion in any
registration statement relating thereto filed by the Issuer with the Commission
pursuant to Rule 462(b) under the Securities Act and to the references to us
under the heading "Legal Matters" in the Prospectus and any prospectus relating
to any such other registration statement, without thereby admitting that we are
"experts" under the Securities Act or the rules and regulations of the
Commission thereunder for purposes of any part of the Registration Statement or
any such other registration statement, including the exhibit as which this
opinion is filed.

                                    Very truly yours,

                                    CLEARY, GOTTLIEB, STEEN & HAMILTON



                                    By    /s/ Sebastian R. Sperber
                                       -------------------------------
                                       Sebastian R. Sperber, a Partner


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