##### Table of Contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 20-F/A

AMENDMENT NO. 1



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(Mark One)

| ̈ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------------



OR



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------



For the fiscal year ended December 31, 2004



OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



For the transition period from [] to
[]



Commission file number 0-30376



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MIRAE CORPORATION

(Exact name of Registrant as specified in its charter)



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Republic of Korea

(Jurisdiction of incorporation or organization)



#9-2, Cha Am-Dong,

Chun An, Chung Chong Nam-Do 330-200

Republic of Korea

(Address of principal executive offices)



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Securities registered or to be registered pursuant to Section 12(b) of the
Act.



|                                                                     |  |                                          
|-------------------------------------------------------------------- |  | -----------------------------------------
|Title of Each Class                                                  |  | Name of Each Exchange on Which Registered
|American Depositary Shares, Common Stock par value Won 100 per share |  | The NASDAQ National Market               



Securities
registered or to be registered pursuant to Section 12(g) of the Act.



None

(Title of Class)



Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.



None

(Title of Class)



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Indicate the number of outstanding shares of each of the issuers classes of capital or
common stock as of the close of the period covered by the annual report.



|             |  |            
|------------ |  | -----------
|Common Stock |  | 179,186,000



Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.    Yes  x    No ̈



Indicate by check mark which financial
statement item the Registrant has elected to follow.    Item 17 ̈Item 18  x



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##### Table of Contents

TABLE OF CONTENTS



|                 |  |                                            |  |     
|---------------- |  | ------------------------------------------ |  | ----
|                 |  |                                            |  | Page
|EXPLANATORY NOTE |  | 1                                         
|                 |  |                                           
|PART I           |  |                                            |  | 2   
|ITEM 6.          |  | Directors, Senior Management and Employees |  | 2   
|                 |  |                                           
|PART III         |  |                                            |  | 8   
|ITEM 19.         |  | Exhibits                                   |  | 8   
|                 |  |                                           
|Signatures       |  |                                            |  |     
|                 |  |                                           
|Exhibit 12.1     |  | Certification of CEO                       |  |     
|Exhibit 12.2     |  | Certification of CFO                       |  |     



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References to Mirae, the Company, we, our and
us in this amendment to the annual report on Form 20-F are to Mirae Corporation and its consolidated subsidiaries.



EXPLANATORY NOTE



We are filing
this Amendment No. 1 to our annual report on Form 20-F, for the fiscal year ended December 31, 2004, as filed with the U.S. Securities and Exchange Commission on June 30, 2005 in order to set forth in Item 6.C., disclosure, as required by The NASDAQ
Stock Market, Inc., regarding certain home country practices that we follow in lieu of certain NASDAQ requirements. In addition, Item 6.A. and Item 6.B. contain new information concerning our acting Chief Financial Officer.



Other than for the purpose of amending the information referred to above,
this Amendment No. 1 does not, and does not purport to, amend, update or restate the information in any other item of the our Form 20-F filed on June 30, 2005 or reflect any events that have occurred after the date on which such annual report was
first filed.



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##### Table of Contents

ITEM 6. Directors, Senior Management and Employees



A. Directors and Senior Management



Our Board
of Directors consists of five Directors, three of whom are independent non-executive Directors. The functions and duties conferred on the Board of Directors include:



| |  |  | convening shareholders meetings and providing reports at the shareholders meetings;
| | - |  | -------------------------------------------------------------------------------------



| |  |  | implementing the resolutions of the shareholders meetings;
| | - |  | -----------------------------------------------------------



| |  |  | determining our business plans and investment plans;
| | - |  | ----------------------------------------------------



| |  |  | formulating our annual budget and final accounts;
| | - |  | -------------------------------------------------



| |  |  | formulating our proposals for dividend and bonus distributions and for the increase or reduction of capital; and
| | - |  | ----------------------------------------------------------------------------------------------------------------



| |  |  | exercising other powers, functions and duties as conferred by our Articles of Incorporation and By-laws.
| | - |  | --------------------------------------------------------------------------------------------------------



Our Board of Directors has the ultimate responsibility for the management of our affairs. Under our Articles of
Incorporation, our Board must consist of at least three but not more than seven Directors. The term of office for our Directors is three years but may be extended to the close of the ordinary general meeting of shareholders convened in the last
fiscal year ending during such term. Our Articles of Incorporation preclude cumulative voting.



In February 1998, in order to enhance the transparency of the management of companies listed on the KRX Stock Market and to provide increased investor protection, the KRX Stock Market enacted a regulation requiring
all listed companies to appoint the greater of (a) one outside Director and (b) one-fourth (1⁄4) or more of the total number of Directors, as outside Directors. If a listed company fails to comply with this requirement its common stock may be
de-listed from the KRX Stock Market. Pursuant to amendments promulgated on January 21, 2000 to the Korean Securities and Exchange Act of 1962, as amended, certain companies listed on the KRX Stock Market, to be designated by a Presidential Decree,
are required to appoint one-half (1⁄2) or more, but in any event, no fewer than three, of the total number of Directors as outside Directors. There are no family relationships among the Directors or senior managers of Mirae.



Board of Directors



The following table provides certain information about the members of our Board of Directors.



|                      |  |     |  |               |  |                   |  |                                                                                                                  
|--------------------- |  | --- |  | ------------- |  | ----------------- |  | -----------------------------------------------------------------------------------------------------------------
|Name                  |  | Age |  | YearAppointed |  | Expirationof Term |  | Position Held                                                                                                    
|Soon Do Kwon(1)       |  | 47  |  | 2005          |  | 2006              |  | CEO and President of Mirae Corporation Director of
SoftForum Co., Ltd. CEO and President of MR TechTown Co., Ltd.
|                      |  |     |  |              
|Young Sun Cho(1)      |  | 47  |  | 2004          |  | 2007              |  | President, Chief Executive Officer of Cyber Bank Corporation                                                     
|                      |  |     |  |              
|Kwang Hyung Lee(1)(2) |  | 50  |  | 2005          |  | 2008              |  | Outside Director                                                                                                 
|                      |  |     |  |              
|Kyung Won Chung(1)(2) |  | 55  |  | 2005          |  | 2008              |  | Outside Director                                                                                                 
|                      |  |     |  |              
|Yeon Ho Lee(1)(2)     |  | 45  |  | 2003          |  | 2006              |  | Outside Director                                                                                                 

---

|(1) | Member of the Governance Committee, Compensation Committee and Outside Director Nominating Committee.
|--- | -----------------------------------------------------------------------------------------------------

|(2) | Member of Audit Committee.
|--- | --------------------------



The principal occupation, employment and education histories of the members of our Board are as follows:



Soon Do Kwon joined us as Chief Financial Officer in 1999 and was
elected as a Director in March 2000. In May 2003, he was appointed as Vice President. In March 2004, he resigned as Vice President and Chief Financial Officer and appointed as absentee Director at the same time. In January 2005, he was appointed as
President, Chief Executive Officer and Director of Mirae and is currently the chairman of the Board of Directors. Prior to joining Mirae, he was employed at Ssangyong Oil and Refinery Co. from 1982 to 1999, during which time he held various
positions, including serving as an internal auditor. Mr. Kwon received a B.B.A. from Korea University. Mr. Kwon is a Director of SoftForum Co., Ltd. as well as the President of MR Tech Town Co., Ltd.



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Young Sun Cho joined us as a Director on March 2, 2004 and he is a President and Chief Executive
Officer at Cyber Bank Corporation. Prior to joining Mirae, Mr. Cho was employed at Daewoo Precision Industries Co., Ltd. in the research and development center. He received a B.E in School of Mechanical and Aerospace engineering from Seoul National
University.



Kwang Hyung Lee was elected as an outside
Director in 1999. He is a professor at Korea Advanced Institute of Science and Technology. Mr. Lee received a B.S. in Industrial Engineering from Seoul National University and a Ph.D. from Institute National Sciences Appliques de Lyon in Computer
Science.



Kyung Won Chung wad elected as an outside
Director in March 2005. He is a professor at Korea Advanced Institute of Science and Technology. Mr. Chung received an M.S in Industrial Design from Seoul National University and a Ph.D. in Industrial Design from Manchester Metropolitan University.



Yeon Ho Lee was elected as an outside Director in March
2003. He is a certified public accountant and is currently employed by Dasan Accounting Corporation. He received a Master in Business Administration from Yonsei University.



Senior Management



The following table provides certain information about our senior management.



|                 |  |     |  |               |  |                                                                  
|---------------- |  | --- |  | ------------- |  | -----------------------------------------------------------------
|Name             |  | Age |  | YearAppointed |  | Position Held                                                    
|Jae Doo Yun      |  | 60  |  | 2004          |  | President of Display Division                                    
|Hyo Chul Yun     |  | 49  |  | 2004          |  | Vice President of ATE Business Unit                              
|Chung Soo Kim    |  | 53  |  | 2004          |  | Vice President of Display Division                               
|Hee Rak Beom     |  | 46  |  | 2003          |  | Executive Director of Display Division                           
|Heung Seon Hwang |  | 46  |  | 2003          |  | Executive Director of E-Business Business Unit                   
|Ji Hyun Hwang    |  | 42  |  | 2003          |  | Director of Display Division                                     
|Hyeon Tae Kyeong |  | 42  |  | 2005          |  | Executive Director of SMT Business Unit                          
|Do Young Cho     |  | 46  |  | 2003          |  | Director of Display Division                                     
|Gi Hoon Joung    |  | 43  |  | 2005          |  | Director of Accounting Team; Currently performing the role of CFO
|Laurent Robert   |  | 38  |  | 2004          |  | Director of SMT Software Team                                    



The principal
occupation, employment and education histories of the senior managers are as follows:



Jae Doo Yun joined us in 2004 as President of New Business Development and now he serves as President of Display Division. Prior to joining us, Mr. Yun worked at Kumho Electric Inc. and Wooyoung Co., Ltd. as a
Chief Executive Officer and President. Mr. Yun received an M.E. in Machinery Engineering from ChonBuk National University.



Hyo Chul Yunjoined us as an Executive Vice President of the ATE Business Unit in 2004. Prior to joining Mirae, Mr. Yun worked at Hanla Heavy and
Machinery Co., Ltd as director of R&D Center from 1991 to 1999 and also was employed at Mediana Electronics, which is formerly known as SSI Co., Ltd as a president and chief executive officer. Mr. Yun received a Ph.D. in Machinery Engineering
from Korea Advanced Institute of Science & Technology.



Chung Soo Kimjoined us as an Executive Director of Display Division in 2004. Prior to joining us, Mr. Kim worked at GLD Co., Ltd as Vice President. Mr. Kim received a Ph.D. in chemistry from Korea Advanced Institute of Science &
Technology.



Hee Rak Beom joined us in 1997 as Director
of the R&D Division and now he serves as Executive Director of Display Division. Prior to joining us, Mr. Beom worked at LG Electronics Co. R&D Center and at LG Industrial Systems Co. as a general manager in the R&D Center. Mr. Beom
received a Ph.D. in Mechanics from Korea Advanced Institute of Science & Technology.



Heung Seon Hwang joined us in 2000 as a Director of the Production Division and currently holds the position of Executive Director of E-Business Business Unit. Prior to joining us, Mr. Hwang worked for Samsung
Electronics Co. and Samsung Techwin as a Unit Leader. Mr. Hwang graduated from Hongsung College.



Ji Hyun Hwang joined us in 1998 and currently serves as a Director of Display Division. Mr. Hwang worked for LG Industrial Systems Ltd. as a senior
research engineer and received an M.S. in Precision Machinery Engineering from Han Yang University.



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Hyeon Tae Kyeong joined us in 1997 and currently serves as Executive Director of the SMT Business
Unit. Mr. Kyeong worked for LG Industrial Systems Ltd. as a manager of research and development. Mr. Kyeong received an M.S. in Applied Mechanics from Yonsei University.



Do Young Chojoined us as a Director of Display Division in December 1, 2003. Prior to joining us, Mr. Cho was
employed at SangNong Corporation as a Research Engineer of R&D Center from 1984 to 1986 and also was worked at Samsung SDI as Research Engineer of R&D Center from 1987 to 2000. From 2001 to 2003, Mr. Cho worked at Young System Co., Ltd. as a
Director of Sales Division.



Gi HoonJoung joined
us in 1999 as a Manager of Planning and management Team and currently holds the position as a Director of Accounting Team and acting Chief Financial Officer. Prior to joining us, Mr. Joung worked at Accounting Department of Sae-Han, which was
formerly Cheil Synthetic Fiber Inc. and also was employed at Finance and Strategic Planning Team of Ssangyong Oil and Refinery Co. Mr. Joung received a B.A. in Business Administration from Gwangju University.



Laurent Robert joined us in 1998 and currently serves as a Director
and Chief Research Engineer of SMT Software Team. Mr. Laurent received a B.Sc in microelectronics in 1988, an M.Sc in microelectronics in 1989 from Montpellier University and a Ph.D. degree in Computer Science from the university of Montpellier.



B. Compensation



Directors and Senior Managers Compensation



We pay our Directors salaries and bonuses as determined by shareholder
resolutions, which is determined on an annual basis. For the year ended December 31, 2004, the aggregate compensation (salaries, bonuses and allowances) paid and accrued to all Directors and senior managers as a group was approximately Won 1,314
million. In addition, the aggregate amount set aside for all Directors and senior managers as a group for pension, retirement and insurance was approximately Won 131 million. The foregoing amounts do not include amounts expended by us for
automobiles made available to our Directors and senior managers, expenses reimbursed to Directors and senior managers (including business travel expenses and professional and business association dues and expenses) and other benefits commonly
reimbursed or paid by companies in Korea.



Stock Options Granted to
Employees, Directors and Senior Managers



As of March 31,
2005, stock options to our employees representing 6,585,227 common shares of the Company remain outstanding. In March 2001, with the approval of our shareholders, an aggregate of 3,201,045 stock options exercisable into the same number of our common
shares were granted at an exercise price of Won 1,379 per share, which shall became exercisable on March 24, 2004 and expire on March 23, 2009. However, 1,477,898 stock options were cancelled upon employees resignation and 1,723,147 stock
options remain unexercised. In June 2002, with the approval of our shareholders, an aggregate of 1,072,456 stock options exercisable into the same number of our common shares were granted at an exercise price of Won 1,261 per share, which became
exercisable on June 25, 2004 and expire on June 24, 2009. However, 383,020 stock options were cancelled upon employees resignation and 689,436 stock options remain unexercised. In March 2003, with the approval of our shareholders, an aggregate
of 2,599,025 stock options exercisable into the same number of our common shares were granted at an exercise price of Won 988 per share, which became exercisable on March 22, 2005 and expire on March 21, 2010. However, 529,659 stock options were
cancelled upon employees resignation and 2,069,366 stock options remain unexercised.



In July 2003, with the approval of our shareholders, an aggregate of 1,288,690 stock options exercisable into the same number of our common shares were granted at an exercise price of Won 1,368 per share, which shall
be exercisable on July 16, 2005 and expire on July 15, 2010. However, 322,172 stock options were cancelled upon employees resignation and 966,518 stock options remain unexercised.



In March 2004, with the approval of our shareholders, an aggregate of 1,350,000 stock options exercisable into the same
number of our common shares were granted at an exercise price of Won 1,218 per share, which shall be exercisable on March 20, 2006 and expire on March 19, 2011. However, 213,240 stock options were cancelled upon employees resignation and
1,136,760 stock options remain unexercised.



We use our stock
option plans to reward the performance of our officers and other employees who have contributed and/or have the ability to contribute significantly to our business. When the length of employment is less than two years after the grant of stock
options, we may cancel the stock options awarded. Upon exercise of stock options, at the sole discretion of the Board of Directors, we may (i) grant newly issued common stock, (ii) grant treasury stock or (iii) grant the net difference



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in exercise price and market price with either cash and/or treasury stock. As described in note 2(v) to our consolidated financial statements, we adopted the
fair value based method of accounting for the stock option compensation plan, in which fair value is determined using the Black-Scholes option-pricing model, without considering a volatility factor in estimating the value of its stock options, as
permitted under Korean GAAP. Under this accounting policy, total compensation costs were valued at Won 1,267 million and Won 2,255 million for options granted in 2003 and 2004, respectively, and are recognized over the service period (i.e., 2
years). Compensation cost amounting to Won 356 million and Won 802 million in 2003 and 2004, respectively, were recognized.



List of Stock Option Awarded

to
Directors and Senior Managers



|                 |  |                                                       |  |              |  |                               
|---------------- |  | ----------------------------------------------------- |  | ------------ |  | ------------------------------
|Name             |  | Position                                              |  | StockOption* |  | Number ofStockOptionsExercised
|Soon Do Kwon     |  | CEO & President                                       |  | 129,079      |  | None                          
|Tae Seok Oh      |  | Senior Research Engineer                              |  | 25,815       |  | None                          
|Byeong Sung Lee  |  | Team Leader of ATE Business Unit Worldwide sales Team |  | 81,708       |  | None                          
|Heung Seon Hwang |  | Executive Director of E-Business Business Unit        |  | 288,028      |  | None                          
|Hee Rak Beom     |  | Executive Director of Display Division                |  | 187,715      |  | None                          
|Hyeon Tae Kyeong |  | Executive Director of SMT Business Unit               |  | 187,715      |  | None                          
|Ji Hyun Hwang    |  | Director of Display Division                          |  | 187,715      |  | None                          
|Kwang Hyung Lee  |  | Outside Director                                      |  | 19,361       |  | None                          



|                |  |                                                                 |  |              |  |                               
|--------------- |  | --------------------------------------------------------------- |  | ------------ |  | ------------------------------
|Name            |  | Position                                                        |  | StockOption* |  | Number ofStockOptionsExercised
|Yo Hwan Kim     |  | Production Team Leader of ATE Division                          |  | 101,070      |  | None                          
|Hyo Won Kim     |  | R&D Team Manager of SMT Business Unit                           |  | 25,815       |  | None                          
|Laurent Robert  |  | Director & Chief Research Engineer of SMT Software Team         |  | 129,075      |  | None                          
|Jeong Eui Song  |  | General Manager of Quality Management Team of ATE Business Unit |  | 61,588       |  | None                          
|Jae Myeong Song |  | R&D Team Leader of ATE Business Unit                            |  | 87,403       |  | None                          
|Gun Hong Yang   |  | General Manager of Management Planning Team                     |  | 87,403       |  | None                          
|Mi Ri Chung     |  | General Manager of Investor Relation Team                       |  | 87,403       |  | None                          
|Gi Hoon Joung   |  | Director of Accounting Team                                     |  | 81,708       |  | None                          
|Do Young Cho    |  | Director of Display Division                                    |  | 150,000      |  | None                          
|Young Sung Park |  | Team Leader of Information Technology Team                      |  | 87,403       |  | None                          

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|* | All stock options are exercisable into the same number of our common shares.
|- | ----------------------------------------------------------------------------



C. Board Practice



Audit and Other Committees



Audit
Committee



Pursuant to the rules of The Nasdaq
National Market, our Board of Directors established an Audit Committee in November 1999 to review Miraes financial reporting, administrative systems and internal control systems and structure. The Audit Committee also reviews Miraes
policies relating to the avoidance of conflicts of interest. Our Audit Committee members are Mr. Kwang-Hyung Lee, Mr. Kyung-Won Chung and Mr. Yeon-Ho Lee. Pursuant to an amendment to the Korean Commercial Code, effective as of December 31, 2002,
certain companies may establish an Audit Committee in lieu of a statutory auditor. In addition, pursuant to the January 2000 amendments to the Korean Securities and Exchange Act, certain companies listed on the KRX Stock Market, which will be
designated by Presidential Decree, are required to establish an Audit Committee. In each case, the Audit Committee must consist of three or more members, two-thirds or more being outside Directors. For background information on our Directors who are
members of the Audit Committee, see ITEM 6Directors, Senior Management and EmployeesA. Directors and Senior ManagementBoard of Directors.



Governance Committee



The Governance Committee oversees the composition, structure and evaluation of the members of the Board of Directors and its committees, and develops and
maintains a set of corporate governance guidelines. Our Governance Committee members are Mr. Soon Do Kwon, Mr. Young Sun Cho, Mr. Kwang Hyung Lee, Mr. Kyung-Won Chung and Mr. Yeon Ho Lee.



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Compensation Committee



The Compensation Committee oversees our programs that foster employee and executive development, determines executive
compensation and oversees significant employee benefits programs, policies and plans relating to our employees and executives. Our Compensation Committee members are Mr. Soon Do Kwon and Mr. Young Sun Cho, Mr. Kwang Hyung Lee, Mr. Kyung-Won Chung
and Mr. Yeon Ho Lee.



Outside Director Nominating Committee



The Outside Director Nominating Committee assists the
Board of Directors in identifying individuals qualified to be outside directors. The Outside Director Nominating Committee members are Mr. Soon Do Kwon, Mr. Young Sun Cho, Mr. Kwang Hyung Lee, Mr. Kyung-Won Chung and Mr. Yeon Ho Lee.



Differences between NASDAQ Requirements and Home Country Practices



In general, corporate governance principles for Korean companies are set
forth in the Korean Commercial Code, the Securities and Exchange Act of Korea and, to the extent they are listed on the KRX Stock Market, the listing rules of the KRX Stock Market (together, the Korean Legal Requirements). Corporate
governance principles under provisions of Korean law may differ in significant ways to corporate governance standards for NASDAQ-listed companies, which are not foreign private issuers. Pursuant to the rules of the NASDAQ applicable to foreign
private issuers like with shares quoted on the NASDAQ, we are required to disclose significant differences between the NASDAQs corporate governance standards and those that we follow under Korean law. The following is a summary of such
significant differences.



Under Rule 4350(d)(2)(A), our Audit
Committee must be comprised of at least three members, each of whom is able to read and understand fundamental financial statements, including our balance sheet, income statement, and cash flow statement. Currently, only one of the three members of
the Audit Committee is able to read and understand fundamental financial statements, as the Korean Legal Requirements do not require that all members of the Audit Committee possess such competence in reading and understanding of financial
statements. However, we have a Financial Expert on the Audit Committee, who possesses such ability to read and understand fundamental financial statements.



Under Rule 4350(d)(1), we must have in place an Audit Committee Charter specifying the items set forth in Rule 4350(d)(1) and our Audit Committee must
review and assess the adequacy of the charter on an annual basis. We do not have an Audit Committee Charter, as we are not required to do so under the Korean Legal Requirements. However, our Articles of Incorporation provides for the scope of the
Audit Committees responsibilities and sets forth the structure, processes and membership requirements of the Audit Committee.



Under Rule 4350(c)(4)(B), we must have in place a formal written charter or board resolution, as applicable, addressing the nomination process for
independent directors and such related matters as may be required under the federal securities laws. We do not have such Nominating Committee Charter or board resolution, as we are not required to do so under the Korean Legal Requirements. However,
pursuant to our Articles of Incorporation, the composition, authority, operation and other details pertaining to each committee of our board of directors, including the nominating committee, shall be determined by a resolution of the Board of
Directors.



Under Rule 4350(c)(2), we must hold regularly
scheduled meetings at which only independent directors are present (executive sessions). Our board does not hold such executive sessions, as we are not required to do so under Korean Legal Requirements. However, our independent directors
participate in committee meetings of which they are committee members. In particular, our Audit Committee, which comprises entirely of independent directors, meets from time to time when there is a special need for such meeting, such as changing an
independent auditor.



Under Rule 4350(n), we must have one or
more codes of conduct applicable to all directors, officers and employees, which are publicly available. We are not required to have such code of conduct under Korean Legal Requirements. However, we have instituted a Code of Ethics that applies to
all of our employees, including our Chief Executive Officer, Chief Financial Officer and other senior accounting officers, which we believe addresses many of the requirements set forth under Rule 4350(n) and have made such Code of Ethics publicly
available.



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D. Employees



Competition for technical personnel in our industry is intense. We believe that we have been successful in recruiting qualified employees, and that our
future success depends in part on our continued ability to hire, assimilate and retain qualified personnel.



We maintain a retirement plan, as required by Korean labor law, pursuant to which an employee terminating his or her employment after one year or more of
service is entitled to receive a lump-sum payment based on length of service and average monthly compensation over the employees final three months. We have an employee stock ownership association through which members may, with certain
exceptions, purchase up to an aggregate of 15% of any of our shares offered publicly in Korea.



Our employees do not belong to any labor unions. We have not been subject to any strikes or other labor disturbances that have interfered with our operations, and we believe that our relations with our employees are
good.



The following table sets forth the number of our
employees by department for the periods indicated. Our employees decreased in number during these periods due to our downsizing as part of our corporate restructuring.



|                            |  |                     |  |                   |  |      |  |    
|--------------------------- |  | ------------------- |  | ----------------- |  | ---- |  | ---
|                            |  | Number of Employees
|                            |  | At December 31,     |  | At March 31, 2005
|                            |  | 2002                |  | 2003              |  | 2004 | 
|Management & Administration |  | 148                 |  | 46                |  | 61   |  | 65 
|Research & Development      |  | 78                  |  | 79                |  | 114  |  | 90 
|Manufacturing               |  | 53                  |  | 105               |  | 58   |  | 64 
|Sales & Marketing           |  | 21                  |  | 71                |  | 68   |  | 69 
|Total                       |  | 300                 |  | 301               |  | 301  |  | 289



E. Share Ownership



The following table sets forth the beneficial ownership of our common
shares by our directors and senior managers:



|                   |  |                                        |  |                                    |  
|------------------ |  | -------------------------------------- |  | ---------------------------------- | -
|Shareholder        |  | Number of shares issuedand outstanding |  | Percentage shareholderownership(1) |  
|Soon Do Kwon       |  | 40,250                                 |  | 0.02                               | %
|Moon Soul Chung(2) |  | 22,395,692                             |  | 13.86                              | %

---

|(1) | Calculation includes the 1,474,139 shares of stock held in treasury by us.
|--- | --------------------------------------------------------------------------

|(2) | Mr. Chung is our founder and served as President since our inception in 1983 and as Chief Executive Officer, Chairman of the Board of Directors and Representative Director since our
incorporation in 1990. Mr. Chung resigned from these positions as of January 3, 2001 and is currently named Honorary Chairman of the Board of Directors. This number includes 22,395,692 (12.50%) held by Moon Soul Chung, 1,744,081 (0.97%) held by Boon
Soon Yang (wife), 275,824 (0.15%) held by Eun Kyoung Chung (daughter), 137,770 (0.08%) held by Eun Hee Chung (daughter), 137,770 (0.08%) held by Jin Man Chung (son) and 137,278 (0.08%) held by Ki Won Chung (son).
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



For information regarding ownership of stock options to acquire our common
shares which are held by our Directors, senior managers and employees, please refer to CompensationStock Options Granted to Employees, Directors and Senior Managers.



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##### Table of Contents

PART III



ITEM 19. Exhibits



|            |  |                                                                               
|----------- |  | ------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                   
|12.1        |  | Certification of CEO pursuant to Rule 13a-14(a) of the Securities Exchange Act
|            | 
|12.2        |  | Certification of CFO pursuant to Rule 13a-14(a) of the Securities Exchange Act



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##### Table of Contents

SIGNATURES



The registrant hereby
certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.



MIRAE CORPORATIONBy:

/s/ Soon Do KwonName:

Soon Do KwonTitle:

Chief Executive Officer and President




Date: July 28, 2005