The present research is to study the make-up culture of Korea and its neighboring countries such as China and Japan during the period from the prehistoric age to the 19th cen-tury. The research was made by documents analysis. The results are summerised as follows : (1) A man has a basic instinct to beautify himself. There was not a significant difference between the make-up behavior of men and women in its primal stage. It was by the start of farming and the division of labor that made the make-up behavior as a feminine culture. The difference of sexual role caused the con-ceptual difference between manly beauty and womanly beauty. It was very natural for women to regard the make-up as the best way for showing their feminine beauty. In Korea, China and Japan, there were vari-ous kinds of primal actions such as tattooing, body-painting, and tooth make-up which were used in the purpose of body protection, incantation, ornament, and so on. Ass their ornamental purpose was becoming more important, these primal actions became the basis of the feminine make-up culture. Nowadays make-up, having mental and emo-tional function, is helpful to increasing self-satisfaction, promoting good personal relation-ship, and attracting attention from the other sex. It also has other functions of showing social status, wealth, age, sex, courage, power, and so on. (2) The representative make-up product used widely in the three countries was Boon (powder) which decides the overall color of face. The key point in the production of Boon was to increase its power of adsorption. The invention of Yunboon (power mixed with lead) solved this major problem of Boon. Yeonji which decides the color of cheek was the mixture of Boon and the powder of Honghwa (a kind of red-colored flower or tree). Mimook (eyebrow pencil) was developed to match up with the various and changing currencies of penciling eyebrows in each nation and times, Yeonji and Joosa (red sand) were used as Jinji (lip stick). The predominant color of Jinji was red. As miscellaneous methods of partial make-up, there were Kon-ji used in a wedding cer-emony in korea, Aek-hwang, Hwa-jeon, Sa-hong, and Myun-yup in China, and Chi-heuk, a peculial method of partial make-up in japan. (3) There were various factors which decided the characteristics of make-up culture usually reflects international atmosphere, the form of government, economic situation, re-ligious and social ideology, aesthetic sense, symbolizing meanings of colors, and so on. The up and down of an influentian country was one of the major factors which decided the characteristics of the make-up culture of its neighboring countries. When a country took a liberal form of government, it had diverse and splendid tendencies in its make-up culture. The better a nation's economic situation is, the more abandant and various its make-up culture is, and sometimes, the more eccentric and decadents it was. In the field of make-up production, the three countries had their own characteristics. But, as a whole, China was the leading nation who spread the culture and products of make-up to Korea and Japan. Though the Chinese make-up culture and products were usually spread to Japan through Korean, there was some evidence of direct exchanges between China and Japan through its dispatches of Kyun-Tang-Sa(Japanese delegation to the Tang Dynasty). While religion had a positive influence on the development of make-up culture by introducing new methods of make-up, Confucianism exercised strict control over the make-up cul-ture. The currencies in arts and changes of esthetic sense introduced new methods and booms to the make-up culture. Literature made people pay increasing attentions to the countenances of women and changed the standards of esthetic sense. We can find out that the social status of woman was also reflected in the make-up culture. As the social status of women became higher, the feminine make-up culture also developed more then ever. As mentioned above, the make-up cultures of the three countries reflected their social values, esthetic senses, and emotional feelings. Through their cultural exchanges, the three countries could develop various make-up products and methods.