GRAVITY Co., Ltd. - Form 6-K/A

Washington, D.C. 20549

Form 6-K/A

PURSUANT TO RULE 13a-16 OR 15d-16

November 15, 2005

(Translation of registrant’s name into English)
Shin-Gu Building, 620-2 Shinsa-Dong, Gangnam-Gu, Seoul, 135-894, Korea
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:  [x] Form 20-F    [ ] Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  [ ]
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:  [ ] Yes    [x] No
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):    n/a 

This Form 6-K/A amends and restates in its entirety the Form 6-K filed 
on November 15, 2005 with the Securities and Exchange Commission relating to 
the agreement for the purchase of shares of Neo-Cyon, Inc. entered into by the 
Gravity Enters Into Agreement for Acquisition of  
Shares of Neo-Cyon, Inc., a Mobile Multimedia Contents Provider 
GRAVITY Co., Ltd. (“Gravity” – Nasdaq: GRVY), Seoul, Korea, November 16, 2005. 
Gravity announced today that it entered into an agreement with certain 
shareholders of Neo-Cyon, Inc. (“Neo-Cyon”) on November 15, 2005 to purchase 
shares of Neo-Cyon held by such shareholders, which upon closing of the 
transaction will result in Gravity holding a majority stake in Neo-Cyon.  
Neo-Cyon, a Korean company, provides mobile multimedia contents services to LG 
Electronics Inc., one of the largest manufacturers of mobile phones in the 
world.  Upon closing of the purchase of the shares, Gravity will acquire 
control over the management of Neo-Cyon and will be in a position to appoint 
the majority of the board of directors of Neo-Cyon.  The purchase price of the 
shares is approximately KRW 6.2 billion and the transaction is expected to 
close on or about November 24, 2005.  Gravity announced that the purpose of 
the transaction is to enhance its efforts in the mobile multimedia contents 
Since its inception in 2000, Neo-Cyon has built and serviced mobile multimedia 
contents service systems, including mobile games, sound and graphics, in a 
number of countries including in particular, Korea and Russia.  Neo-Cyon was 
the first online games services provider to publish an online game in Russia.  
The current intent is for Neo-Cyon to, upon completion of open beta testing in 
the Russian market, begin commercial servicing of Ragnarok Online. 
Through Neo-Cyon, the management of Gravity believes that it may gain 
additional momentum in its efforts to strengthen its global game publishing 
network.  Moreover, by pursuing game publishing in Russia, the management of 
Gravity expects to further exploit potential opportunities outside of Asia, 
where the competition for acquiring and retaining users of online games is 
intense, and geographically diversify its revenue source.  
Mr. Il Young Ryu, the Chief Executive Officer of Gravity, stated, “This 
transaction represents a step to implement Gravity’s strategy of strengthening 
global publishing capability.  In the online games market, where the first 
mover advantage is important, this transaction represents the first step for 
Gravity for establishing a stronger foothold during the initial stages of 
development of a potentially important market, such as Russia.”  Mr. Ryu 
added, “With Gravity’s current cash balances and close ties with various 
licensing partners, Gravity hopes to build a stronger global network for 
distribution of its online games.  Moreover, in order to meet the needs of the 
users of mobile multimedia contents, Gravity will seek to simultaneously 
introduce both online and mobile versions of games and thereby to strengthen 
its market position in not only the online games market but also the mobile 
games market.”  
About GRAVITY Co., Ltd.  
Based in Korea, Gravity is a developer and distributor of online games. The 
Company's principal product, Ragnarok Online, is a popular online game in many 
markets, including Japan, Taiwan and Thailand, and is currently commercially 
offered in 20 markets.  For more information visit 
Forward-Looking Statements: 
Certain statements in this press release may include, in addition to 
historical information, “forward-looking statements” within the meaning of the 
“safe-harbor” provisions of the U.S. Private Securities Litigation Reform Act 
of 1995.  Forward-looking statements can generally be identified by the use of 
forward-looking terminology, such as “may,” “will,” “expect,” “intend,” 
“estimate,” “anticipate,” “believe” “project,” or “continue” or the negative 
thereof or other similar words, although not all forward-looking statements 
will contain these words.  These forward-looking statements are based on our 
current assumptions, expectations and projections about future events.  All 
forward-looking statements involve risks and uncertainties that may cause our 
actual performance, financial condition or results of operations to be 
materially different from those suggested by the forward-looking statements, 
including, but not limited to, our ability to diversify revenue; our ability 
to collect, and in a timely manner, license fees and royalty payments from 
overseas licensees; our ability to acquire, develop, license, launch, market 
or operate commercially successful online games; our ability to compete 
effectively in a highly competitive industry; our ability to anticipate and 
access technological developments in our industry; our ability to recruit and 
retain quality employees as we grow; our ability to implement our growth 
strategies; our ability to issue the Financial Statements on a restated basis, 
if needed, and our ability to complete the Investigation on a timely basis; 
and economic and political conditions globally.  Investors should consider the 
information contained in our submissions and filings with the United States 
Securities and Exchange Commission (the “SEC”), including our registration 
statement on Form F-1, as amended, and our annual report on Form 20-F, 
together with such other documents and we may furnish to or file with the SEC 
from time to time, including on Form 6-K.  The forward-looking statements 
speak only as of the date of this press release and we assume no duty to 
update them to reflect new, changing or unanticipated events or circumstances. 
# # # 
John C. Chung 
Tel: +82-2-3485-1002 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
    GRAVITY Co., Ltd.
Date: 11/15/2005 By: /s/John C. Chung

  Name:  John C. Chung
  Title: Investor Relations Officer