SC TO-I/A

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   SCHEDULE TO
            TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                                (AMENDMENT NO. 3)

                              THE MEXICO FUND, INC.
                       (NAME OF SUBJECT COMPANY (ISSUER))

                              THE MEXICO FUND, INC.
                      (NAMES OF FILING PERSONS (OFFERORS))

                     COMMON STOCK, PAR VALUE $1.00 PER SHARE
                         (TITLE OF CLASS OF SECURITIES)

                 THE MEXICO FUND, INC. CUSIP NUMBER IS 592835102
                      (CUSIP NUMBER OF CLASS OF SECURITIES)

                          Lic. Jose Luis Gomez Pimienta
                              The Mexico Fund, Inc.
                               1775 Eye Street, NW
                              Washington, DC 20006
                            Telephone: (202) 261-7941


           (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
         RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSONS)


                                    COPY TO:

                             Sander M. Bieber, Esq.
                                     Dechert
                               1775 Eye Street, NW
                              Washington, DC 20006
                            Telephone: (202) 261-3300


                           CALCULATION OF FILING FEE:


Transaction Valuation*: $915,060,326.00     Amount of Filing Fee*: $183,012.07

*Estimated for purposes of calculating the amount of the filing fee only.
Calculated as the aggregate maximum purchase price to be paid for 45,322,453
shares in the Offer, based upon a price of $20.19 (98% of the net asset value
per share of $20.60 on May 2, 2002. Such number of shares represents all shares
of common stock outstanding as of May 2, 2002, other than an aggregate of
133,779 shares beneficially owned by the Directors of the Fund and the Fund's
investment adviser, which shares will not be submitted for repurchase in the
Offer.

*The amount of the filing fee, calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of the
value of the transaction.



[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.

Amount previously paid:  Not applicable           Filing Party:  Not applicable
Form or Registration No.:  Not applicable         Date Filed:  Not applicable

[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of the tender offer.

Check the appropriate boxes below to designate any transactions to which the
statement relates: [ ]

[ ] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[X] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer. [X]

                             INTRODUCTORY STATEMENT

This Amendment No. 2 to The Mexico Fund, Inc.'s (the "Fund") Repurchase Offer
Statement on Schedule TO/13E-3 amends and supplements the Schedule TO/13E-3
originally filed by the Fund on May 8, 2002 to add an additional exhibit in
accordance with Rule 13e-4(c)(1) promulgated under the Securities Exchange Act
of 1934, as amended.

The following material is hereby filed as an additional exhibit to the Fund's
Schedule TO.

Exhibit No.
- ----------
(a)(5)(iii)              Text of press release dated and issued on June 21, 2002


                                    SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.

                         SCHEDULE TO AND SCHEDULE 13E-3

                              THE MEXICO FUND, INC.


                                            By:  Jose Luis Gomez Pimienta

                                                 -------------------------------
                                                 Name:  Jose Luis Gomez Pimienta
                                                 Title: President

Dated: June 21, 2002

EX-99.A5.III

                                                FOR:     The Mexico Fund, Inc.

                                            CONTACT:     Eduardo Solano
                                                         The Mexico Fund, Inc.
                                                         011-52-55-5282-8900

                                    INVESTOR RELATIONS:  Gordon McCoun
                                                         Media: Brian Maddox
                                                         Morgen-Walke Associates
                                                         212-850-5600

FOR IMMEDIATE RELEASE
- ---------------------

                     MEXICO FUND ANNOUNCES FINAL RESULTS OF
                         FIRST IN-KIND REPURCHASE OFFER

         Washington, D.C., June 21, 2002 -- The Mexico Fund, Inc. (NYSE: MXF)
announced today the final results of its first in-kind repurchase offer for up
to 100% of the Fund's outstanding shares which expired on June 7, 2002. In
accordance with the terms of the repurchase offer, the Fund has accepted for
payment 25,487,175 shares, or 56.07%, of the Fund's 45,456,232 outstanding
shares of common stock. The Fund completed its distribution of the proceeds of
the repurchase offer yesterday to participating shareholders whose shares had
been accepted for repurchase. Following the repurchase offer, the Fund now has
19,969,057 outstanding shares of common stock.

         This repurchase offer was the first offer conducted through the Fund's
quarterly in-kind share repurchase policy, which is intended to provide
additional liquidity to Fund shares and to reduce the discount at which they
have been trading on the New York Stock Exchange. The discount has fluctuated at
levels of around 7% since the Fund announced this policy on March 6, 2002,
significantly lower than the double digit levels previously registered and 33%
at its peak two years earlier.

         Shareholders are not required to participate in any of the Fund's
repurchase offers and can continue to purchase and sell Fund shares in cash
transactions on the New York Stock Exchange. The Fund anticipates that future
repurchase offers will be scheduled to occur in conjunction with the Fund's
fiscal quarters and are not intended to be a liquidation of the Fund. The next
repurchase offer is anticipated to occur during the Fund's fourth fiscal quarter
which ends October 31, 2002.

         Proceeds paid consisted of a pro-rata portion of the Fund's equity
securities plus cash representing short-term securities of the Fund and other
assets in excess of liabilities (as published by the Fund on the expiration
date) of the Fund equal in value to the number of shares of the Fund submitted
by the shareholder for repurchase, multiplied by 98% of the Fund's net asset
value per share in U.S. dollars determined at the close of the regular trading
session of the New York Stock Exchange on the

                                    - MORE -








expiration date as adjusted to eliminate distribution of fractional shares
and/or odd lots, which fractional shares and/or odd lots were rounded up or
down. The value and the percentage of the Fund's net assets represented by each
of the portfolio securities distributed as proceeds may have decreased or
increased between the expiration date of the repurchase offer and the actual
receipt of the portfolio securities distributed as proceeds.

         For further information, contact the Fund's Investor Relations office
at 011-52-55-5282-8900, or by email at investor-relations@themexicofund.com.

The Mexico Fund, Inc. is a non-diversified closed-end management investment
company with the investment objective of long-term capital appreciation through
investments in securities, primarily equity, listed on the Mexican Stock
Exchange. The Fund provides a vehicle to investors who wish to invest in Mexican
companies through a managed non-diversified portfolio as part of their overall
investment program.

This press release may contain certain forward-looking statements regarding
future circumstances. These forward-looking statements are based upon the Fund's
current expectations and assumptions and are subject to various risks and
uncertainties that could cause actual results to differ materially from those
contemplated in such forward-looking statements including, in particular, the
risks and uncertainties described in the Fund's filings with the Securities and
Exchange Commission. Actual results, events, and performance may differ. Readers
are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date hereof. The Fund undertakes no obligation to
release publicly any revisions to these forward looking statements that may be
made to reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events. The inclusion of any statement in this
release does not constitute an admission by The Mexico Fund or any other person
that the events or circumstances described in such statement are material.

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