SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>upload11.txt
<DESCRIPTION>COMMENT LETTER
<TEXT>

      September 2, 2004

Dilia M. Caballero, Esq.
Dechert LLP
1775 I Street, N.W.
Washington, DC 20006

Re:  	The Mexico Fund, Inc.
      SEC File Numbers:  333-118013 and 811-3170

Dear Ms. Caballero:

	We have reviewed the registration statement on Form N-2 filed
on
behalf of The Mexico Fund, Inc. ("Fund") on August 6, 2004, for
the
purpose of registering additional shares to be sold in connection
with a transferable rights offering.  We have the following
comments.

Prospectus

General

1.	We note that portions of the filing are incomplete.  We may
have
additional comments on such portions when you complete them in a
pre-
effective amendment, on disclosures made in response to this
letter,
on information supplied supplementally, or on exhibits added in
any
further pre-effective amendments.

2.	If the Fund intends to rely on Rule 430A under the Securities
Act to omit certain information from the form of prospectus
included
with the registration statement that is declared effective, please
identify the omitted information to us supplementally, preferably
before filing the Fund`s final pre-effective amendment.

3.	If the Fund has submitted or expects to submit an exemptive
application or no-action request in connection with its
registration,
please so inform us.

Cover Page

4.	The prospectus states "The Rights entitle the holders to
purchase one new share of common stock for every [            ]
rights held...."  Please note that the ratio of a transferable
rights
offering that is offered at below net asset value should not
exceed
one new share for each three rights held.  Please disclose the
number
of rights needed to subscribe to one share.

Fund Expenses, page 12

5.	Footnote 2 to the Fee table states that "Other Expenses" have
been estimated for the current fiscal year.  Supplementally,
please
explain the basis for the estimate including whether it was based
on
last year`s expense ratio.

Management Agreement, page 54

6.  Page 55 states "For these services, the Adviser is paid ... a
fee
for services rendered for each repurchase offer conducted by the
Fund."  Please disclose the amount of such fee.

Considerations in Approving Management Agreement, page 57

7.	The prospectus states that the Fund implemented a new
portfolio
strategy.  Please briefly disclose in the prospectus the timing
and
nature of such strategy.

Tandy Letter

8.	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the fund and its management are in
possession of all facts relating to the fund`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, please furnish a letter
acknowledging that

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the fund from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and
* the fund may not assert this action as defense in any proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Investment Management in connection with our review of
your filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities.  We will act on the request and, pursuant to
delegated authority, grant acceleration of the effective date.

*     *     *     *     *     *     *     *

      Response to this letter should be in the form of a pre-
effective amendment filed pursuant to Rule 472 under the
Securities
Act.  Where no change will be made in the filing in response to a
comment, please indicate this fact in a supplemental letter and
briefly state the basis for your position.

     	Please contact the undersigned at (202) 942-0550 should
you
have any questions regarding this letter.

                                   				Sincerely,

                                   				Keith A.
O`Connell
                                   				Senior
Counsel

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