UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PRE-EFFECTIVE AMENDMENT NO. ___ POST-EFFECTIVE AMENDMENT NO. ___ AND/OR REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 AMENDMENT NO. 32 ____________________ THE TAIWAN FUND, INC. _______________________ Exact Name of Registrant as Specified in Charter 225 FRANKLIN STREET BOSTON, MASSACHUSETTS 02110 _____________________ Address of Principal Executive Offices (Number, Street, City, State, Zip Code) 1-800-426-5523 ___________________________ Registrant's Telephone Number, including Area Code LAURENCE E. CRANCH, ESQ. CLIFFORD CHANCE US LLP 200 PARK AVENUE NEW YORK, NEW YORK 10166 (212) 878-8000 _____________________________ Name and Address (Number, Street, City, State, Zip Code) of Agent for Service EXPLANATORY NOTE This filing is made solely for the purpose of filing an Amendment to the Registration Statement of The Taiwan Fund, Inc. (the "Fund") in order to file as an Exhibit to the Registration Statement the Fund's Amended and Restated By-Laws attached hereto as Exhibit I. At a meeting held on January 26, 2004, the Board of Directors of the Fund adopted the Amended and Restated By-Laws. SIGNATURE Pursuant to the requirements of the Investment Company Act of 1940, as amended, the Registrant has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Taipei, Taiwan, on the 30th day of January, 2004. THE TAIWAN FUND, INC. By: /s/ Benny Hu -------------------------------- Benny Hu President