EXHIBIT M-2

                                [LEE & KO LOGO]

                                                               DECEMBER 30, 2003

To: The Korea Development Bank
    16-3, Youido-dong
    Youngdeungpo-gu, Seoul
    Republic of Korea

    Re: The Korea Development Bank: Registration Statement Filing Under Schedule
        B of the Securities Act of 1933, as Amended, US$3,000,000,000 Aggregate
        Principal Amount of Debt Securities

Dear Sirs,

     We have acted as Korean legal counsel for The Korea Development Bank
("KDB"), a governmental financial institution established pursuant to The Korea
Development Bank Act of 1953, as amended, in the Republic of Korea (the
"Republic"), in connection with the filing by KDB of a registration statement
(the "Registration Statement") with the Securities and Exchange Commission (the
"SEC") under Schedule B of the Securities Act of 1933, as amended (the
"Securities Act"), 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 KDB's debt
securities consisting of its debentures, notes and/or other evidence of
indebtedness of US$3,000,000,000 (or the equivalent in any other currency) in
aggregate principal amount (collectively the "Debt Securities"). The Debt
Securities may be issued in one or more series in accordance with the provisions
of a fiscal agency agreement (the "Fiscal Agency Agreement") dated as of
February 15, 1991 between KDB and The Bank of New York, N.A., as fiscal agent
(the "Fiscal Agent").

     For the purposes of giving the legal opinions set forth herein, we have
examined all such laws and regulations of Korea as are relevant, and originals
or copies, certified or otherwise identified to our satisfaction, of the
documents, records, certificates of public officials and other instruments as we
have deemed necessary or advisable. In conducting such examination, we have
assumed the genuineness of all signatures and the authenticity of all documents
submitted to us as originals and the conformity with the originals of all
documents submitted to us as copies thereof, the power and authority of all
parties other than KDB to enter into, and due execution and delivery by such
parties of, the documents referred above. We have also assumed that such
documents constitute the legal, valid and binding obligations of each of the
parties thereto and there has been no breach of any of the terms thereof.

     As to any other matters of fact material to the opinion expressed herein,
we have made no independent inquiry and have relied solely upon the certificates
or oral or written statements of officers and other representatives of KDB.

     We are admitted to practice law in Korea, and the legal opinions provided
herein are confined to and given on the basis of the laws of Korea in effect as
at the date hereof. We do not represent ourselves to be familiar with the laws
of any jurisdiction other than Korea, and we do not pass upon nor express any
opinion in respect of those matters that are governed by or construed in
accordance with any of such laws.

     Based on the foregoing and subject to the reservations and qualifications
set out below, we are of the opinion that:

     (1)  KDB is a statutory juridical entity duly established under the Korea
          Development Bank Act of 1953, as amended, and validly existing under
          the laws of Korea, with power and authority to own its properties and
          conduct its business as described in the Prospectus forming a part of
          the Registration Statement;

     (2)  The Fiscal Agency Agreement has been duly authorized and executed by
          KDB;

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     (3)  The statements in the Prospectus concerning matters of Korean law are
          accurate and up-to-date as of the date hereof; and

     (4)  When the Debt Securities of any particular series are duly authorized
          by all necessary action by KDB and executed by KDB, duly authenticated
          by the Fiscal Agent in accordance with the provisions of the Fiscal
          Agency Agreement, delivered to and paid for by the purchasers thereof,
          the Debt Securities will constitute valid and binding obligations of
          KDB, entitled to the benefits provided by the Fiscal Agency Agreement
          and enforceable in accordance with their terms.

     We express no opinion as to any agreement, instrument or other documents
other than as specified in this opinion.

     The opinions herein are given as of the date hereof solely in connection
with filing of the issue and sale of the Debt Securities by KDB and solely for
the benefit of KDB and its legal advisers (including United States counsel to
KDB in connection with the issue and sale of the Debt Securities), and, except
with our express consent, our opinions herein may not be relied upon as of any
later date for any other purpose or by any other person.

     We hereby consent to the use of this opinion letter as an exhibit to the
Registration Statement filed by KDB with the SEC. In giving this consent, we do
not hereby claim or otherwise acknowledge or admit that we are within the
category of persons whose consent is required under Section 7 of the Securities
Act.

                                          Very truly yours,

                                          /s/ LEE & KO
                                          --------------------------------------
                                          Lee & Ko

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