POS AMI

As filed with the Securities and Exchange Commission on January 27, 2003.

File No. 33-97020

File No. 811-3170

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.

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FORM N-2

Registration Statement Under the Investment Company Act of 1940
Amendment No. 38

THE MEXICO FUND, INC.
(Exact Name of Registrant as Specified in Charter)

1775 I Street, N.W., Suite 1100
Washington, DC 20006
Registrant's telephone number, including Area Code (202) 261-3300

Sander M. Bieber, Esquire
Dechert
1775 I Street, N.W., Suite 1100
Washington, D.C. 20006
(Name and Address of Agent for Service)

If any securities being registered on this form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933, other than securities offered in connection with a dividend reinvestment plan, check the following box...o

It is proposed that this filing will become effective (check appropriate box)

o when declared effective pursuant to Section 8(c)

The following boxes should only be included and completed if the registrant is a registered closed-end management investment company or business development company which makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act and is making this filing in accordance with Rule 486 under the Securities Act.

þ immediately upon filing pursuant to paragraph (b)

This amendment consists of the following:

(1)	Facing Sheet of the Registration Statement
(2)	Part C of the Registration Statement (including signature page) and
(3)	Exhibits to the Registration Statement

The Prospectus and the Statement of Additional Information are incorporated by reference from Post-Effective Amendment No. 32 to this Registration Statement (File No. 811-3170) filed on October 12, 1995.

The Financial Statements are incorporated by reference from the Registrant's Annual Report (File No. 811-3170) filed on December 30, 2002.

This amendment is being filed solely to file Exhibit Nos. (b)(4), (n)(4) and (r)(1) to this Registration Statement relating to the Registrant's By-Laws, Power of Attorney and Code of Ethics.

PART C

OTHER INFORMATION

Registrant's Amended and Restated By-Laws, as adopted December 4, 2002 by Registrant's Board of Directors, are filed herewith as Exhibit (b)(4).

Power of attorney filed herewith as Exhibit (n)(4).

Registrant's Amended and Restated Code of Ethics, as adopted August 2, 2002 by Registrant's Board of Directors, are filed herewith as Exhibit (r)(1)

EXHIBIT INDEX

Exhibit No.	Description
(b) (4)	By-Laws, as Amended and Restated as of December 4, 2002
(n) (4)	Power of Attorney
(r)(1)	Code of Ethics, as Amended and Restated as of August 2, 2002

SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, the Registrant has duly caused this Amendment No. 38 to its Registration Statement under the Investment Company Act of 1940 to be signed on its behalf by the undersigned thereunto, duly authorized, in the District of Columbia, on the 27th day of January, 2003.

THE MEXICO FUND, INC.

José Luis Gómez Pimienta

President*

By:	/s/ Sander M. Bieber
	Sander M. Bieber
	As Attorney-in-Fact

* Except for Alberto Osorio, pursuant to Power of Attorney previously filed as Exhibit (n)(3) to Amendment No. 37 of Registrant's Registration Statement under the Investment Company Act of 1940, as filed with the Commission on July 11, 2002 and incorporated herein by reference. For Mr. Osorio, pursuant to Power of Attorney filed herewith as Exhibit (n)(4).

_____________ *_________________ José Luis Gómez Pimienta	President, Director and Principal Executive Officer	January 27, 2003
______________*_________________ Alberto Osorio	Treasurer and Principal Financial Officer	January 27, 2003
______________*_________________ Juan Gallardo T.	Director	January 27, 2003
______________*________________ Philip Caldwell	Director	January 27, 2003
______________*_________________ Claudio Z. González	Director	January 27, 2003
______________*_________________ Robert L. Knauss	Director	January 27, 2003
______________*_________________ Emilio Carrillo Gamboa	Director	January 27, 2003
______________*________________ Jaime Serra Puche	Director	January 27, 2003

EX-99.2 BYLAWS

THE MEXICO FUND, INC.

A Maryland Corporation

BY-LAWS

Amended and Restated
as of December 4, 2002

Table of Contents

	Page
ARTICLE I NAME OF CORPORATION, LOCATION OF OFFICES AND SEAL	1
Section 1.Name	1
Section 2.Principal Offices	1
Section 3.Seal	1
ARTICLE II STOCKHOLDERS	1
Section 1.Annual Meetings	1
Section 2.Special Meetings	2
Section 3.Notice of Meetings	2
Section 4.Quorum	3
Section 5.Voting	3
Section 6.Stockholders Entitled to Vote	4
Section 7.Proxies	4
Section 8.Stock Ledger and List of Stockholders	4
Section 9.Action Without Meeting	5
Section 10.Proposals of Stockholders.	5
Section 11.Chairman of Meeting.	8
ARTICLE III BOARD OF DIRECTORS	8
Section 1.Powers	8
Section 2.Number and Term	8
Section 3.Election	9
Section 4.Vacancies and Newly Created Directorships	9
Section 5.Removal	10
Section 6.Annual and Regular Meetings	10
Section 7.Special Meetings	10
Section 8.Waiver of Notice	11
Section 9.Quorum and Voting	11
Section 10.Action Without a Meeting	12
Section 11.Compensation of Directors	12
Section 12.Amendment	12
ARTICLE IV COMMITTEES	12
Section 1.Organization	13
Section 2.Executive Committee	13
Section 3.Other Committees	13
Section 4.Proceedings and Quorum	13
ARTICLE V OFFICERS	14
Section 1.General	14
Section 2.Election, Tenure and Qualifications	14
Section 3.Removal and Resignation	15
Section 4.Chairman of the Board	15
Section 5.President	15
Section 6.Vice President	16
Section 7.Treasurer and Assistant Treasurers	16
Section 8.Secretary and Assistant Secretaries	16
Section 9.Subordinate Officers	17
Section 10.Remuneration	17
Section 11.Surety Bonds	18
ARTICLE VI CAPITAL STOCK	18
Section 1.Certificates of Stock	18
Section 2.Transfer of Shares	18
Section 3.Stock Ledgers	19
Section 4.Transfer Agents and Registrars	19
Section 5.Fixing of Record Date	19
Section 6.Lost, Stolen or Destroyed Certificates	20
ARTICLE VII FISCAL YEAR AND ACCOUNTANT	20
Section 1.Fiscal Year	20
Section 2.Accountant	20
ARTICLE VIII CUSTODY OF SECURITIES	21
Section 1.Employment of a Custodian	21
Section 2.Termination of Custodian Agreement	22
ARTICLE IX INVESTMENT AND OTHER RESTRICTIONS	22
Section 1.Limitations	22
ARTICLE X INDEMNIFICATION AND INSURANCE	26
Section 1.Indemnification of Officers, Directors, Employees and Agents	26
ARTICLE XI AMENDMENTS AND MISCELLANEOUS MATTERS	28
Section 1.General	28
Section 2.By Stockholders Only	28
Section 3.Counselors	29

BY-LAWS
OF
THE MEXICO FUND, INC.
(A MARYLAND CORPORATION)

ARTICLE I.

NAME OF CORPORATION, LOCATION OF
                    OFFICES AND SEAL                     

Section 1. Name. The name of the Corporation is The Mexico Fund, Inc.

Section 2. Principal Offices. The principal office of the Corporation in the State of Maryland shall be located in Baltimore, Maryland. The Corporation may, in addition, establish and maintain such other offices and places of business as the Board of Directors may, from time to time, determine.

Section 3. Seal. The corporate seal of the Corporation shall be circular in form and shall bear the name of the Corporation, the year of its incorporation, and the word "Maryland." The form of the seal shall be subject to alteration by the Board of Directors and the seal may be used by causing it or a facsimile to be impressed or affixed or printed or otherwise reproduced. Any officer or Director of the Corporation shall have authority to affix the corporate seal of the Corporation to any document requiring the same.

ARTICLE II.

STOCKHOLDERS

Section 1. Annual Meetings. Annual meetings of Stockholders for the election of Directors and the transaction of such other business as may properly come before the meeting shall be held at such time and place within the United States as the Board of Directors, or a Committee appointed by the Board of Directors, shall select during the period commencing on March 15 and ending April 14 of each year.

Section 2. Special Meetings. Special meetings of Stockholders may be called at any time by the President, by a majority of the Board of Directors or by the Chairman of the Board, if any, and shall be held at such time and place as may be stated in the notice of the meeting.

Special meetings of the Stockholders shall be called by the Secretary upon the written request of the holders of shares entitled to cast not less than a majority of all the votes entitled to be cast at such meeting, provided that (l) such request shall state the purposes of such meeting and the matters proposed to be acted on, (2) the Stockholders requesting such meeting shall have paid to the Corporation the reasonably estimated cost of preparing and mailing the notice thereof, which the Secretary shall determine and specify to such Stockholders, and (3) information specified in Section 10 of this Article II is given. No special meeting shall be called upon the request of Stockholders to consider any matter which is substantially the same as a matter voted upon at any special meeting of the Stockholders held during the preceding 12 months, unless requested by the holders of a majority of all shares entitled to be voted at such meeting.

Section 3. Notice of Meetings. The Secretary shall cause notice of the place, date and hour, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, to be mailed, not less than 10 nor more than 90 days before the date of the meeting, to each Stockholder entitled to vote at such meeting at his address as it appears on the records of the corporation at the time of such mailing. Notice of any Stockholders' meeting need not be given to any Stockholder who shall sign a written waiver of such notice whether before or after the time of such meeting, which waiver shall be filed with the record of such meeting, or to any Stockholder who is present at such meeting in person or by proxy. Notice of adjournment of a Stockholders' meeting to another time or place need not be given if such time and place are announced at the meeting.

Section 4. Quorum. The presence at any Stockholders' meeting, in person or by proxy, of Stockholders entitled to cast a majority of the votes shall be necessary and sufficient to constitute a quorum for the transaction of business. In the absence of a quorum, the holders of a majority of shares entitled to vote at the meeting and present in person or by proxy, or, if no Stockholder entitled to vote is present in person or by proxy, an officer present entitled to preside or act as Secretary of such meeting may adjourn the meeting sine die or from time to time without further notice to a date not more than 120 days after the original record date. Any business that might have been transacted at the meeting originally called may be transacted at any such adjourned meeting at which a quorum is present.

Section 5. Voting. At each Stockholders' meeting, each Stockholder entitled to vote shall be entitled to one vote for each share of stock of the Corporation validly issued and outstanding and standing in his name on the books of the Corporation on the record date fixed in accordance with Section 5 of Article VI hereof. Except as otherwise specifically provided in the Articles of Incorporation or these By-Laws or as required by provisions of the Investment Company Act of 1940, as amended from time to time, all matters shall be decided by a vote of the majority of the votes validly cast. The vote upon any question shall be by ballot whenever requested by any person entitled to vote, but, unless such a request is made, voting may be conducted in any way approved by the meeting.

Section 6. Stockholders Entitled to Vote. If the Board of Directors sets a record date for the determination of Stockholders entitled to notice of or to vote at any Stockholders' meeting in accordance with Section 5 of Article VI hereof, each Stockholder of the Corporation shall be entitled to vote, in person or by proxy, each share of stock standing in his name on the books of the Corporation on such record date. If no record date has been fixed, the record date for the determination of Stockholders entitled to notice of or to vote at a meeting of Stockholders shall be the later of the close of business on the day on which notice of the meeting is mailed or the thirtieth day before the meeting, or, if notice is waived by all Stockholders, at the close of business on the tenth day next preceding the day on which the meeting is held.

Section 7. Proxies. The right to vote by proxy shall exist only if the instrument authorizing such proxy to act shall have been signed by the Stockholder or by his duly authorized attorney. Unless a proxy provides otherwise, it is not valid more than eleven months after its date. Proxies shall be delivered prior to the meeting to the Secretary of the Corporation or to the person acting as Secretary of the meeting before being voted. A proxy with respect to stock held in the name of two or more persons shall be valid if executed by one of them unless at or prior to exercise of such proxy the Corporation receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Stockholder shall be deemed valid unless challenged at or prior to its exercise.

Section 8. Stock Ledger and List of Stockholders. It shall be the duty of the Secretary or Assistant Secretary of the Corporation to cause an original or duplicate stock ledger to be maintained at the office of the Corporation's transfer agent in New York, New York.

Section 9. Action Without Meeting. Any action to be taken by Stockholders may be taken without a meeting if (1) all Stockholders entitled to vote on the matter consent to the action in writing, (2) all Stockholders entitled to notice of the meeting but not entitled to vote at it sign a written waiver of any right to dissent and (3) said consents and waivers are filed with the records of the meetings of Stockholders. Such consent shall be treated for all purposes as a vote at the meeting.

Section 10. Proposals of Stockholders.

(a) No business proposed by a Stockholder to be considered at an annual meeting of Stockholders shall be considered by the Stockholders at that meeting unless no less than ninety days nor more than one hundred and twenty days prior to the first anniversary date ("anniversary date") of the annual meeting for the preceding year, or, with respect to annual meetings not scheduled to be held within a period that commences thirty days before the anniversary date and ends thirty days after the anniversary date, by the later of the close of business on the date ninety days prior to such meeting or fourteen days following the date such meeting is first publicly announced or disclosed, the Secretary of the Corporation receives a written notice from the Stockholder proposing a business matter to be considered at an annual meeting that sets forth the information required by Section 10(c) of this Article II.

(b) No business matter shall be considered at a special meeting of Stockholders unless such matter is specifically listed as a purpose of the special meeting and listed as a matter proposed to be acted on at the special meeting pursuant to the Corporation's notice of meeting.

(i) In the event a special meeting is called at the request of Stockholders, pursuant to Section 2 of this Article II, the written request shall be delivered to the Secretary of the Corporation, and shall state the business proposed by Stockholders to be the purpose of the meeting and the matters proposed to be acted upon, and shall set forth the information required by Section 10(c) of this Article II.

(ii) In the event the Corporation calls a special meeting of Stockholders for the purpose of electing one or more directors to the Board of Directors, any Stockholder may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation's notice of meeting, if the Stockholder delivers a written notice to the Secretary of the Corporation, which shall set forth the information required by Section 10(c) of this Article II, not later than the close of business twenty-one days following the day on which the date of the special meeting and the nominees proposed by the Board of Directors to be elected at such meeting are publicly announced or disclosed.

(c) The written notice or written request to the Secretary of the Corporation, required to be provided pursuant to Section 10(a) or 10(b) of this Article II, shall include the following information: (1) the nature of the proposed business with reasonable particularity, including the exact text of any proposal to be presented for adoption, and the reasons for conducting that business at the meeting of Stockholders, (2) with respect to each such Stockholder, that Stockholder's name and address (as they appear on the records of the Corporation), business address and telephone number, residence address and telephone number, and the number of shares of each class of stock of the Corporation beneficially owned by that Stockholder, (3) any interest of the Stockholder in the proposed business, (4) the name or names of each person nominated by the Stockholder to be elected or reelected as a director, if any, and (5) with respect to each nominee, that nominee's name, business address and telephone number, and resid ence address and telephone number, the number of shares, if any, of each class of stock of the Corporation owned directly and beneficially by that nominee, and all information relating to that nominee that is required to be disclosed in solicitations of proxies for elections of directors, or is otherwise required, pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended ("Exchange Act") (or any provisions of law subsequently replacing Regulation 14A), together with a notarized letter signed by the nominee stating his or her acceptance of the nomination by that Stockholder, stating his or her intention to serve as director if elected, and consenting to being named as a nominee for director in any proxy statement relating to such election.

(d) The chairman of the annual or special meeting shall determine whether notice of matters proposed to be brought before a meeting has been duly given in the manner provided by this Section 10. If the facts warrant, he shall declare to the meeting that business has not been properly brought before the meeting in accordance with the provisions of this Section 10, and, it, therefore, shall not be considered or transacted.

(e) The requirement of the Corporation to include in the Corporation's proxy statement a Stockholder proposal shall be governed by Rule 14a-8 under the Exchange Act (or any provisions of law subsequently replacing Rule 14a-8) ("Rule 14a-8"). Accordingly, the deadline for including a Stockholder proposal in the Corporation's proxy statement shall be governed by Rule 14a-8.

(f) The adjournment of an annual or special meeting, or any announcement thereof, shall not commence a new period for the giving of notice as provided in this Section 10.

(g) For purposes of this Section 10, a meeting date shall be deemed to have been "publicly announced or disclosed" if such date is disclosed in a press release disseminated by the Corporation to a national news service or contained in a document publicly filed by the Corporation with the Securities and Exchange Commission.

Section 11. Chairman of Meeting. As set forth in Article V, the Chairman of the Board of the Corporation shall preside at all Stockholders' meetings, and, in the absence of the Chairman of the Board or if no Chairman of the Board has been chosen, the President of the Corporation shall preside at all Stockholders' meetings, and, in the absence or disability of the President, a Vice President of the Corporation shall so preside. In the absence of all of the Chairman of the Board, President, and Vice Presidents of the Corporation, the Board of Directors is vested with exclusive authority to appoint any Director or officer of the Fund to preside at a Stockholders' meeting.

ARTICLE III.

BOARD OF DIRECTORS

Section 1. Powers. Except as otherwise provided by law, by the Articles of Incorporation or by these By-Laws, the business and affairs of the Corporation shall be managed under the direction of and all the powers of the Corporation shall be exercised by or under authority of its Board of Directors.

Section 2. Number and Term. The Board of Directors shall consist of not fewer than three nor more than thirteen Directors, as specified by a resolution of a majority of the entire Board of Directors, provided that at least 60% of the entire Board of Directors shall be both citizens and residents of Mexico and at least 40% of the entire Board of Directors shall be persons who are not interested persons of the Corporation as defined in the Investment Company Act of 1940. Each Director (whenever selected) shall hold office until his successor is elected and qualified or until his earlier death, resignation or removal.

Section 3. Election. Commencing with Annual Meeting of Stockholders held in 1987 and thereafter, the Directors shall be divided into three classes, as nearly equal in number as possible, with the term of office of the first class to expire at the Annual Meeting of Stockholders held in 1988, the term of office of the second class to expire at the Annual Meeting of Stockholders held in 1989, and the term of office of the third class to expire at the Annual Meeting of Stockholders held in 1990. At each Annual Meeting of Stockholders beginning at the Annual Meeting held in 1988, successors to the class of Directors whose term expires at that Annual Meeting shall be elected for a three-year term.

Section 4. Vacancies and Newly Created Directorships. If any vacancies shall occur in the Board of Directors by reason of death, resignation, removal or otherwise, or if the authorized number of Directors shall be increased, the Directors then in office shall continue to act, and such vacancies (if not previously filled by the Stockholders) may be filled by the vote of a majority of the Directors then in office, although less than a quorum, except that a newly created Directorship may be filled only by a majority vote of the entire Board of Directors; provided, however, that immediately after filling such vacancy, at least two-thirds (2/3) of the Directors then holding office shall have been elected to such office by the Stockholders of the Corporation. In the event that at any time, other than the time preceding the first annual Stockholders' meeting, less than a majority of the Directors of the Corporation holding office at that time were elected by the Stockholders, a meetin g of the Stockholders shall be held promptly and in any event within 60 days for the purpose of electing Directors to fill any existing vacancies in the Board of Directors unless the Securities and Exchange Commission shall by order extend such period.

Section 5. Removal. At any meeting of Stockholders duly called and at which a quorum is present, the Stockholders may, by the affirmative vote of at least 80% of the outstanding shares of capital stock entitled to vote in the election of Directors, remove any Director or Directors from office, but only for cause, and may elect a successor or successors to fill any resulting vacancies for the unexpired terms of the removed Directors.

Section 6. Annual and Regular Meetings. The annual meeting of the Board of Directors for choosing officers and transacting other proper business shall be held immediately after the annual Stockholders' meeting at the place of such meeting or at such other time and place as the Board may determine. The Board of Directors from time to time may provide by resolution for the holding of regular meetings and fix their time and place within or outside the State of Maryland. Notice of such annual and regular meetings need not be in writing, provided that written notice of any change in the time or place of such meetings shall be sent promptly to each Director not present at the meeting at which such change was made in the manner provided in Section 7 of this Article III for notice of special meetings. Members of the Board of Directors or any committee designated thereby may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment by m eans of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.

Section 7. Special Meetings. Special meetings of the Board of Directors may be held at any time or place and for any purpose when called by the Chairman of the Board or by a majority of the Directors. Notice of special meetings, stating the time and place, shall be (1) mailed to each Director at his residence or regular place of business at least five days before the day on which a special meeting is to be held or (2) delivered to him personally or transmitted to him by telegraph, cable or wireless at least one day before the meeting.

Section 8. Waiver of Notice. No notice of any meeting need be given to any Director who is present at the meeting or who waives notice of such meeting in writing (which waiver shall be filed with the records of such meeting), whether before or after the time of the meeting.

Section 9. Quorum and Voting. At all meetings of the Board of Directors, the presence of a majority of the number of Directors then in office shall constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the Directors present may adjourn the meeting, from time to time, until a quorum shall be present. The action of a majority of the Directors present at a meeting at which a quorum is present shall be the action of the Board of Directors, unless the concurrence of a greater proportion is required for such action by law, by the Articles of Incorporation or by these By-Laws, provided that no action shall be taken without the affirmative vote of 75% of the Directors, including a majority of the Directors who are citizens and residents of Mexico, with respect to the following matters:

(i) a merger or consolidation of the Corporation with or into, or the sale of substantially all of the Corporation's assets to, any other company;

(ii) the dissolution of the Corporation;

(iii) any amendment to the Articles of Incorporation of the Corporation;

(iv) the election of officers and the compensation of directors and officers; or

(v) any amendment to Section 2 of this Article III.

Section 10. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent to such action is signed by all members of the Board or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board or committee.

Section 11. Compensation of Directors. Directors shall be entitled to receive such compensation from the Corporation for their services as may from time to time be determined by resolution of the Board of Directors in the manner provided by Section 9 of this Article III.

Section 12. Amendment. Notwithstanding any other provision of these By-Laws with regard to the vote required by Stockholders, the provisions of Section 2, Section 3, Section 5 and this Section 12 of this Article III may be amended only by the affirmative vote of at least 80% of the outstanding shares of capital stock entitled to vote in the election of Directors. This Section 12 shall not affect the ability of the Board of Directors to amend the By-Laws; however, Stockholders may not amend, alter or repeal this Section 12 except by the affirmative vote of at least 80% of the outstanding shares of capital stock entitled to vote in the election of Directors.

ARTICLE IV.

COMMITTEES

Section 1. Organization. By resolution adopted by the Board of Directors, the Board may designate one or more committees, including an Executive Committee. The Chairmen of such committees shall be elected by the Board of Directors. Each member of a committee shall be a director and shall hold office at the pleasure of the Board. The Board of Directors shall have the power at any time to change the members of such committees and to fill vacancies in the committees. The Board may delegate to these committees any of its powers, except the power to declare a dividend, authorize the issuance of stock, recommend to Stockholders any action requiring Stockholders' approval, amend these By-Laws, or approve any merger or share exchange which does not require Stockholder approval.

Section 2. Executive Committee. Unless otherwise provided by resolution of the Board of Directors, when the Board of Directors is not in session the Executive Committee shall have and may exercise all powers of the Board of Directors in the management of the business and affairs of the Corporation that may lawfully be exercised by an Executive Committee. The Chairman of the Board, if any, and the President shall be members of the Executive Committee.

Section 3. Other Committees. The Board of Directors may appoint other committees which shall have such powers and perform such duties as may be delegated from time to time by the Board.

Section 4. Proceedings and Quorum. In the absence of an appropriate resolution of the Board of Directors, each committee may adopt such rules and regulations governing its proceedings, quorum and manner of acting as it shall deem proper and desirable. In the event any member of any committee is absent from any meeting, the members thereof present at the meeting, whether or not they constitute a quorum, may appoint a member of the Board of Directors to act in the place of such absent member.

ARTICLE V.

OFFICERS

Section 1. General. The officers of the Corporation shall be a President, a Secretary and a Treasurer, and may include one or more Vice Presidents, Assistant Secretaries or Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 9 of this Article. The Board of Directors may elect, but shall not be required to elect, a Chairman of the Board.

Section 2. Election, Tenure and Qualifications. The officers of the Corporation, except those appointed as provided in Section 9 of this Article V, shall be elected by the Board of Directors at its first meeting or such meetings as shall be held prior to its first annual meeting, and thereafter annually at the first meeting of the Board following the Annual Stockholders' Meeting. If any officers are not chosen at any annual meeting, such officers may be chosen at any subsequent regular or special meeting of the Board. Except as otherwise provided in this Article V, each officer holds office until the next quarterly meeting of the Board of Directors following the Annual Stockholders' Meeting and until his successor shall have been elected and qualified. Any person may hold one or more offices of the Corporation except the offices of President and Vice President. The Chairman of the Board shall be elected from among the Directors of the Corporation and may hold such office only so long as he continues to be a Director. No other officer need be a Director.

Section 3. Removal and Resignation. Whenever in the Board's judgment the best interest of the Corporation will be served thereby, any officer may be removed from office by the vote of a majority of the members of the Board of Directors given at a regular meeting or any special meeting called for such purpose. Any officer may resign his office at any time by delivering a written resignation to the Board of Directors, the President, the Secretary, or any Assistant Secretary. Unless otherwise specified therein, such resignation shall take effect upon delivery.

Section 4. Chairman of the Board. The Chairman of the Board, if there be such an officer, shall be the senior officer of the Corporation, shall preside at all Stockholders' meetings and at all meetings of the Board of Directors and shall be ex officio a member of all committees of the Board of Directors. He shall have such powers and perform such other duties as may be assigned to him from time to time by the Board of Directors.

Section 5. President. The President shall be the chief executive officer of the Corporation and, in the absence of the Chairman of the Board or if no Chairman of the Board has been chosen, he shall preside at all Stockholders' meetings and at all meetings of the Board of Directors and shall in general exercise the power and perform the duties of the Chairman of the Board. Subject to the supervision of the Board of Directors, he shall have general charge of the business, affairs and property of the Corporation and general supervision over its officers, employees and agents. Except as the Board of Directors may otherwise order, he may sign in the name and on behalf of the Corporation all deeds, bonds, contracts, or agreements. He shall exercise such other powers and perform such other duties as from time to time may be assigned to him by the Board of Directors.

Section 6. Vice President. The Board of Directors may from time to time elect one or more Vice Presidents who shall have such powers and perform such duties as from time to time may be assigned to them by the Board of Directors or the President. At the request or in the absence or disability of the President, the Vice President (or, if there are two or more Vice Presidents, then the senior of the Vice Presidents present and able to act) may perform all the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President.

Section 7. Treasurer and Assistant Treasurers. The Treasurer shall be the principal financial and accounting officer of the Corporation and shall have general charge of the finances and books of account of the Corporation. Except as otherwise provided by the Board of Directors, he shall have general supervision of the funds and property of the Corporation and of the performance by the Custodian of its duties with respect thereto. He shall render to the Board of Directors, whenever directed by the Board, an account of the financial condition of the Corporation and of all his transactions as Treasurer; and as soon as possible after the close of each financial year he shall make and submit to the Board of Directors a like report for such financial year. He shall perform all acts incidental to the Office of Treasurer, subject to the control of the Board of Directors.

Any Assistant Treasurer may perform such duties of the Treasurer as the Treasurer or the Board of Directors may assign, and, in the absence of the Treasurer, he may perform all the duties of the Treasurer.

Section 8. Secretary and Assistant Secretaries. The Secretary shall attend to the giving and serving of all notices of the Corporation and shall record all proceedings of the meetings of the Stockholders and Directors in books to be kept for that purpose. He shall keep in safe custody the seal of the Corporation, and shall have charge of the records of the Corporation, including the stock books and such other books and papers as the Board of Directors may direct and such books, reports, certificates and other documents required by law to be kept, all of which shall at all reasonable times be open to inspection by any Director. He shall perform such other duties as appertain to his office or as may be required by the Board of Directors.

Any Assistant Secretary may perform such duties of the Secretary as the Secretary or the Board of Directors may assign, and, in the absence of the Secretary, he may perform all the duties of the Secretary.

Section 9. Subordinate Officers. The Board of Directors from time to time may appoint such other officers or agents as it may deem advisable, each of whom shall have such title, hold office for such period, have such authority and perform such duties as the Board of Directors may determine. The Board of Directors from time to time may delegate to one or more officers or agents the power to appoint any such subordinate officers or agents and to prescribe their respective rights, terms of office, authorities and duties.

Section 10. Remuneration. The salaries or other compensation of the officers of the Corporation shall be fixed from time to time by resolution of the Board of Directors in the manner provided by Section 9 of Article III, except that the Board of Directors may by resolution delegate to any person or group of persons the power to fix the salaries or other compensation of any subordinate officers or agents appointed in accordance with the provision of Section 9 of this Article V.

Section 11. Surety Bonds. The Board of Directors may require any officer or agent of the Corporation to execute a bond (including, without limitation, any bond required by the Investment Company Act of 1940, as amended, and the rules and regulations of the Securities and Exchange Commission) to the Corporation in such sum and with such surety or sureties as the Board of Directors may determine, conditioned upon the faithful performance of his duties to the Corporation, including responsibility for negligence and for the accounting of any of the Corporation's property, funds or securities that may come into his hands.

ARTICLE VI.

CAPITAL STOCK

Section 1. Certificates of Stock. The interest of each Stockholder of the Corporation shall be evidenced by certificates for shares of stock in such form as the Board of Directors may from time to time prescribe. No certificate shall be valid unless it is signed by the President or a Vice-President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer of the Corporation and sealed with its seal, or bears the facsimile signatures of such officers and a facsimile of such seal.

Section 2. Transfer of Shares. Shares of the Corporation shall be transferable on the books of the Corporation by the holder thereof in person or by his duly authorized attorney or legal representative upon surrender and cancellation of a certificate or certificates for the same number of shares of the same class, duly endorsed or accompanied by proper instruments of assignment and transfer, with such proof of the authenticity of the signature as the Corporation or its agents may reasonably require. The shares of stock of the Corporation may be freely transferred, and the Board of Directors may, from time to time, adopt rules and regulations with reference to the method of transfer of the shares of stock of the Corporation.

Section 3. Stock Ledgers. The stock ledgers of the Corporation, containing the names and addresses of the Stockholders and the number of shares held by them respectively, shall be kept at the principal offices of the Corporation or, if the Corporation employs a transfer agent, at the offices of the transfer agent of the Corporation.

Section 4. Transfer Agents and Registrars. The Board of Directors may from time to time appoint or remove transfer agents and/or registrars of transfers of shares of stock of the Corporation, and it may appoint the same person as both transfer agent and registrar. Upon any such appointment being made all certificates representing shares of capital stock thereafter issued shall be countersigned by one of such transfer agents or by one of such registrars of transfers or by both and shall not be valid unless countersignature by such person shall be required.

Section 5. Fixing of Record Date. The Board of Directors may fix in advance a date as a record date for the determination of the Stockholders entitled to notice of or to vote at any Stockholders' meeting or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, provided that (1) such record date shall not be more than 90 days before the date on which action requiring the determination will be taken, (2) the transfer books shall not be closed for a period longer than 20 days, and (3) in the case of a meeting of Stockholders, the record date or any closing of the transfer books shall be at least 10 days before the date of the meeting.

Section 6. Lost, Stolen or Destroyed Certificates. Before issuing a new certificate for stock of the Corporation alleged to have been lost, stolen or destroyed, the Board of Directors or any officer authorized by the Board may, in its discretion, require the owner of the lost, stolen or destroyed certificate (or his legal representative) to give the Corporation a bond or other indemnity, in such form and in such amount as the Board or any such officer may direct and with such surety or sureties as may be satisfactory to the Board or any such officer, sufficient to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

ARTICLE VII.

FISCAL YEAR AND ACCOUNTANT

Section 1. Fiscal Year. The fiscal year of the Corporation shall, unless otherwise ordered by the Board of Directors, be twelve calendar months ending on the 31st day of October.

Section 2. Accountant.

(a) The Corporation shall employ an independent public accountant or a firm of independent public accountants as its Auditors to examine the accounts of the Corporation and to audit and express an opinion on the financial statements filed by the Corporation. The Accountant's certificates and reports shall be addressed both to the Board of Directors and to the Stockholders. The employment of the Accountant shall be conditioned upon the right of this Corporation to terminate the employment forthwith without any penalty by vote of either (i) the Board of Directors, including a majority of Directors who are not "interested persons" of the Corporation (as defined in the Investment Company Act of 1940, as amended) after recommendation by the independent Audit Committee of the Board of Directors, or (ii) a majority of the outstanding voting securities at any Stockholders' meeting called for that purpose.

(b) A majority of the members of the Board of Directors who are not interested persons (as such term is defined in the Investment Company Act of 1940, as amended) of the Corporation shall select the Accountant at any meeting held within 10 days before or after the beginning of the fiscal year of the Corporation or before the annual Stockholders' meeting in that year. Such selection shall be submitted for ratification or rejection at the next succeeding annual Stockholders' meeting. If such meeting shall reject such selection, the Accountant shall be selected by majority vote of the Corporation's outstanding voting securities, either at the meeting at which the rejection occurred or at a subsequent meeting of Stockholders called for that purpose.

(c) Any vacancy occurring between annual meetings, due to the resignation of the Accountant, may be filled by the vote of a majority of the members of the Board of Directors who are not interested persons.

ARTICLE VIII.

CUSTODY OF SECURITIES

Section 1. Employment of a Custodian. The Corporation shall place and at all times maintain in the custody of a Custodian (including any subcustodian for the Custodian) all funds, securities and similar investments owned by the Corporation. The Custodian (and any subcustodian) shall be an institution eligible to serve as a custodian to the Corporation pursuant to the Investment Company Act of 1940, as amended, and the regulations thereunder. The Custodian shall be appointed from time to time by the Board of Directors, which shall fix its remuneration.

Section 2. Termination of Custodian Agreement. Upon termination of the Custodian Agreement or inability of the Custodian to continue to serve, the Board of Directors shall promptly appoint a successor Custodian, but in the event that no successor Custodian can be found who has the required qualifications and is willing to serve, the Board of Directors shall call as promptly as possible a special meeting of the Stockholders to determine whether the Corporation shall function without a Custodian or shall be liquidated. If so directed by vote of a majority of the outstanding shares of stock of the Corporation, the Custodian shall deliver and pay over all property of the Corporation held by it as specified in such vote.

ARTICLE IX.

INVESTMENT AND OTHER RESTRICTIONS

Section 1. Limitations.

(a) The following investment limitations are fundamental policies of the Corporation and may not be changed without the approval of either (1) more than two-thirds of the Corporation's outstanding shares present at a meeting at which holders of more than 50% of the outstanding shares are present in person or by proxy, or (2) more than one-half of the Corporation's outstanding shares.

1. As to 50% of its assets, the Corporation may not (a) invest more than 5% of its assets (at the time of such purchase) in the securities of any one issuer, or (b) purchase more than 10% of the voting equity securities (at the time of such purchase) of any one issuer. The Corporation may not, however, invest more than 25% of its assets in short-term debt certificates and other obligations of the Mexican Federal Government.

2. The Corporation may concentrate its investments in any industry or group of industries of the Mexican Stock Exchange Index (or any successor or comparable index as determined by the Board of Directors to be an appropriate measure of the Mexican market) if, at the time of investment, such industry represents 20% or more of the Index; provided, however, that the Corporation will not exceed the Index concentration by more than 5%.

3. The Corporation may not invest in real estate or real estate mortgages.

4. The Corporation may issue senior securities as defined in the U.S. Investment Company Act of 1940, as amended, or borrow through bank loans in an amount not in excess of 33-1/3% of the Corporation's total assets (including the amount represented by such senior securities or borrowing).

5. The Corporation also may purchase on margin, write put or call options and engage in short sales of securities not owned by the Corporation.

6. The Corporation may not act as an underwriter of securities of other issuers (except in connection with the purchase of securities for the Corporation's investment portfolio or the sale of subscription rights issued by portfolio companies).

7. The Corporation may not purchase commodities or commodities contracts.

8. The Corporation may not make loans other than through the purchase of publicly traded fixed income securities or short-term obligations of publicly held Mexican corporations. The Corporation may lend its securities, provided that the loan is secured continually by collateral in an amount at least equal to the current market value of the securities loaned and the Corporation will receive any interest or dividends paid on the loaned securities. Such collateral may consist of U.S. dollars, securities issued or guaranteed by the United States Government or its agencies or instrumentalities ("U.S. Government securities") or irrevocable stand-by letters of credit issued by a bank. The Corporation may invest such cash collateral in short-term liquid U.S. money market securities, including but not limited to, U.S. Government securities, commercial paper and floating rate notes of U.S. issuers.

If the percentage limitations set forth in investment restrictions (1) and (2) are adhered to at the time an investment is made, a change in percentage resulting other than from such investment will not be deemed contrary thereto. Such restrictions may be deviated from on a temporary basis in the light of market or other conditions, and nothing therein shall be deemed to prohibit the Corporation from purchasing the securities of any issuer pursuant to the exercise of subscription rights distributed to the Corporation by the issuer, except that no such purchase may be made if as a result the Corporation would no longer be a diversified investment company as defined in the Investment Company Act of 1940.

(b) The following operating policies of the Corporation may not be modified without the approval of two-thirds of the Corporation's Board of Directors.

1. The Corporation may not issue senior securities as defined in the U.S. Investment Company Act of 1940, as amended, and may not borrow through bank loans in an amount in excess of 10% of the Corporation's total assets (and then only to meet temporary cash needs).

2. The Corporation may not purchase on margin, write put or call options and engage in short sales of securities not owned by the Corporation.

3. The Corporation may not make loans other than through the purchase of publicly traded fixed income securities or short-term obligations of publicly held Mexican corporations.

ARTICLE X.

INDEMNIFICATION AND INSURANCE

Section 1. Indemnification of Officers, Directors, Employees and Agents. The Corporation shall indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative ("Proceeding"), by reason of the fact that he is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expenses, (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such Proceeding to the maximum extent permitted by the laws of the State of Maryland. Notwithstanding the foregoing, the following provisions shall apply with respect to indemnification of the Corporation's Directors, officers, investment adviser and principal underwriter:

(a) whether or not there is an adjudication of liability in such Proceeding, the Corporation shall not indemnify any such person for any liability arising by reason of such person's willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office or under any contract or agreement with the Corporation ("disabling conduct"); and

(b) the Corporation shall not indemnify any such person unless:

(1) the court or other body before which the Proceeding was brought (i) dismisses the Proceeding for insufficiency of evidence of any disabling conduct, or (ii) reaches a final decision on the merits that such person was not liable by reason of disabling conduct; or

(2) absent such a decision, a reasonable determination is made, based upon a review of the facts, by (i) the vote of a majority of a quorum of the Directors of the Corporation who are neither interested persons of the Corporation as defined in the Investment Company Act of 1940, as amended, nor parties to the Proceeding, or (ii) if such quorum is not obtainable, or even if obtainable, if a majority of a quorum of Directors described in paragraph (b)(2)(i) so directs, by independent legal counsel in a written opinion, that such person was not liable by reason of disabling conduct.

Expenses (including attorneys' fees) incurred in defending a Proceeding involving any such person will be paid by the Corporation in advance of the final disposition thereof upon an undertaking by such person to repay such expenses (unless it is ultimately determined that he is entitled to indemnification), if:

(i) such person shall provide adequate security for his undertaking;

(ii) the Corporation shall be insured against losses arising by reason of such advance; or

(iii) a majority of a quorum of the Directors of the Corporation who are neither interested persons of the Corporation as defined in the Investment Company Act of 1940, as amended, nor parties to the Proceeding, or independent legal counsel in a written opinion, shall determine, based on a review of readily available facts, that there is reason to believe that such person will be found to be entitled to indemnification.

ARTICLE XI.

AMENDMENTS AND MISCELLANEOUS MATTERS

Section 1. General. Except as provided in Section 2 of this Article XI, all By-Laws of the Corporation, whether adopted by the Board of Directors or the Stockholders, shall be subject to amendment, alteration or repeal, and new By-Laws may be made by the affirmative vote of a majority of either: (1) the holders of record of the outstanding shares of stock of the Corporation entitled to vote, at any annual or special meeting, the notice or waiver of notice of which shall have specified or summarized the proposed amendment, alteration, repeal or new By-Law; or (2) the Directors, at any regular or special meeting the notice or waiver of notice of which shall have specified or summarized the proposed amendment, alteration, repeal or new By-Law.

Section 2. By Stockholders Only. No amendment of any section of these By-Laws shall be made except by the Stockholders of the Corporation if the By-Laws provide that such section may not be amended, altered or repealed except by the Stockholders. From and after the issue of any shares of the capital stock of the Corporation: (1) no amendment, alteration or repeal of Paragraph (a) of Article IX shall be made except by the affirmative vote of the holders of either: (a) more than two-thirds of the Corporation's outstanding shares present at a meeting at which the holders of more than 50% of the outstanding shares are present in person or by proxy, or (b) more than 50% of the Corporation's outstanding shares; and (2) no amendment, alteration or repeal of Articles III, Section 9 or this Article XI shall be made except by the affirmative vote of the holders of at least two-thirds of the Corporation's outstanding shares.

Section 3. Counselors. The Board of Directors may from time to time retain one or more qualified persons to act as counselors. Any counselor may be removed from such position with or without cause by the vote of a majority of the Board of Directors given at any regular or special meeting. A counselor may be invited to attend meetings of the Board of Directors but shall not be present at any portion of a meeting from which the counselor shall have been excluded by vote of the Directors. A counselor shall not be a "Director," "officer," or "employee" within the meaning of the Corporation's Charter, the Investment Company Act of 1940, as amended, or these By-Laws, shall not be deemed to be a member of an "advisory board" or an "investment adviser" within the meaning of the Investment Company Act of 1940, as amended, shall not hold himself or herself out as any of the foregoing, and shall not be liable to any person for any act of the Corporation. A counselor shall not have the powers of a Direc tor, may not vote at meetings of the Board of Directors, shall not take part in the operation or governance of the Corporation and shall have no power to determine that any security or other investment shall be purchased or sold by the Corporation. A counselor shall (i) furnish to the Corporation information about securities and currency markets, political developments, economic and business factors and trends, (ii) provide advice to the Corporation regarding such developments, factors and trends, and/or (iii) provide advice to the Corporation as to occasional transactions in specific securities or investments, but without generally furnishing advice or making recommendations regarding the purchase or sale of securities. Counselors may confer with each other, but each counselor shall provide such advice and furnish such information individually and not as a board, group or in any other joint capacity. Each counselor shall be entitled to receive compensation, if any, as may from time to time be fixed by the B oard of Directors. Each counselor may also be reimbursed by the Corporation for reasonable expenses incurred in attending meetings of the Board of Directors or otherwise.

EX-99.16 PWR OF ATTY

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints Allan S. Mostoff, Sander M. Bieber, Dilia M. Caballero and Kimberly Dopkin Rasevic and each of them, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution for him in his name, place, and stead, in any and all capacities, to sign any and all registration statements, exemptive applications, no-action letter requests, proxy statements and other regulatory filings made applicable to The Mexico Fund, Inc., and any amendments, exhibits, or supplements thereto, and to file the same, with all other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fac t and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this power of attorney in the capacity and on the date indicated.

NAME	TITLE	DATE
/s/ Alberto Osorio        Alberto Osorio	Principal Financial Officer	November 12, 2002

EX-99.2R CODE ETH

THE MEXICO FUND, INC.

Code of Ethics

Amended and Restated
as of August 2, 2002

TABLE OF CONTENTS

	Page
PART 1 - STATEMENT OF PRINCIPLES	4
PART 2 - PURPOSES AND CONSEQUENCES OF NON-COMPLIANCE	5
PART 3 - CODE OF ETHICS	5
3.1. Legal Requirement	5
3.2. Definitions of Important Terms	6
3.3. Who Is Covered by the Code and How Does It Work?	9
3.4. What Accounts and Transactions Are Covered?	9
3.5. What Securities Are Not Covered by the Code?	10
3.6. What Transactions Are Prohibited by the Code?	10
A. Prohibited Transactions -- In General	10
B. Specific Examples of Prohibited Transactions	11
1. Front-running:Trading Ahead of the Fund or Client	11
2. Scalping	11
3. Trading Parallel to the Fund or Client	12
4. Trading Against the Fund or Client	12
5. Use of Proprietary Information	12
6. Confidentiality of Fund Transactions	12
PART 4 - WHAT MUST BE DONE TO COMPLY WITH THE REPORTING REQUIREMENTS?	13
4.1. Reporting of Beneficial Ownership and Securities Transactions	13
A. Importance of Reporting	13
B. Disclosure of Beneficial Ownership	13
C. Reports and Notices	13
1. Initial and Annual Reports of Ownership of Shares of Publicly Traded Companies    (Schedule B)	13
2. Quarterly Transaction Reports (Schedule C)	14
3. Initial, Annual and Transaction Reports - Non-interested Directors	14
4. Brokerage Accounts and Confirmations of Securities Transactions	15
5. Submission of Brokerage Reports in Lieu of Schedules B and C	16
PART 5 - PRE-CLEARANCE REQUIREMENTS	16
5.1. Prior Approval of Securities Transactions	16
PART 6 - SPECIAL PROVISIONS APPLICABLE TO PORTFOLIO PERSONS	18
6.1. Requirement to Disclose Interest and Method of Disclosure	18
A. Blackout Period	18
B. Securities Sold in an Initial Public Offering	18
C. Interests in Partnerships and Securities Issued in Private Placements	18
D. Short-Swing Trading	19
E. Service as a Director	19
F. Acceptance of Gifts	19
6.2. Confidentiality of Fund Transactions	19
PART 7 - A REMINDER ABOUT THE ADVISER'S INSIDER TRADING POLICY	20
PART 8 - VIOLATIONS OF THE CODE	21
PART 9 - THE MEXICO FUND, INC. AND IMPULSORA DEL FONDO MEXICO, S.A. DE C.V. CODE OF ETHICS COMPLIANCE PROCEDURES	22
I. Responsibilities of the Compliance Officer	22
A. Pre-Clearance Standards	22
1. General Principles	22
2. Specific Standards	22
(a)Private Placements	22
(b)Open Orders	23
(c)Duration of Clearance	23
B. Waivers by the Compliance Officer	23
C. Continuing Responsibilities	24
D. Periodic Responsibilities	25
E. Annual Responsibilities	26
II. Personnel Responsibilities and Procedures	26
A. New Employees	26
B. Supervisory Procedures for Effectuating Compliance	27
1. Annual Reports to Management	27
2. Records	27
3. List of Access Persons and Portfolio Persons	27
SCHEDULE A - DESIGNATION OF COMPLIANCE OFFICER	28
SCHEDULE B - INITIAL AND ANNUAL HOLDINGS REPORT	29
SCHEDULE C - REPORT OF QUARTERLY SECURITIES TRANSACTIONS	31
SCHEDULE D - PRIVATE PLACEMENT PURCHASE APPROVAL	32
SCHEDULE E - LIST OF ACCESS PERSON AND PORTFOLIO PERSONS	33
ACKNOWLEDGEMENT	34

THE MEXICO FUND, INC.

CODE OF ETHICS
AND
RELATED COMPLIANCE PROCEDURES

The Mexico Fund, Inc. (the "Fund") and its adviser, Impulsora del Fondo México, S.A. de C.V. (the "Adviser"), have adopted this Code of Ethics (the "Code").

The Board of Directors of the Fund, including a majority of directors who are not "interested persons" of the Fund, as that term is defined in the Investment Company Act of 1940, as amended (the "1940 Act"), must approve any material change to the Code based on a determination that the Code contains provisions reasonably necessary to prevent Access Persons (as defined herein) from engaging in conduct prohibited under rule 17j-1 of the 1940 Act or this Code.

Before approving amendments to the Code, the Board of Directors must receive a certification from the Fund and the Adviser that the procedures under the Code are reasonably necessary to prevent Access Persons from violating the Code.

PART 1 - STATEMENT OF PRINCIPLES

The policy of the Fund and the Adviser is that the interests of shareholders and clients are paramount and come before the interests of any director, officer or employee of the Fund or the Adviser.

Personal investing activities of all directors, officers and employees of the Fund or the Adviser should be conducted in a manner to avoid actual or potential conflicts of interest with the Fund, its shareholders, and other clients of the Adviser.

Directors, officers and employees of the Fund and Adviser shall not use their positions with the Fund or Adviser, or any investment opportunities they learn of because of their positions with the Fund or the Adviser, to the detriment of the Fund, its shareholders, and other clients of the Adviser.

PART 2 - PURPOSES AND CONSEQUENCES OF NON-COMPLIANCE

It is important that you read and understand this document, because its overall purpose is to help all of us comply with the law and to preserve and protect the outstanding reputation of the Fund. This document was adopted to comply with U.S. Securities and Exchange Commission rules under the 1940 Act, the U.S. Investment Advisers Act of 1940, as amended ("Advisers Act") and industry practice. Any violation of the Code, including engaging in a prohibited transaction or failing to file required reports, may result in disciplinary action, including, when appropriate, termination of employment.

PART 3 - CODE OF ETHICS

3.1. Legal Requirement

Section 17(j) of the 1940 Act,¹ and Rule 17j-1 thereunder, make it unlawful for any affiliated person of the Fund or the Adviser in connection with the purchase or sale of a security "held or to be acquired" by the Fund:

(A) To employ any device, scheme or artifice to defraud the Fund;

(B) To make to the Fund any untrue statement of a material fact or omit to state to the Fund a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

(C) To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon the Fund; or

(D) To engage in any manipulative practice with respect to the Fund.

A security is "held or to be acquired" if within the most recent 15 days it (i) is or has been held by the Fund, or (ii) is being or has been considered by the Fund or the Adviser for purchase by the Fund; and any option to purchase or to sell, including any security convertible into or exchangeable for, such security.

3.2. Definitions of Important Terms²

For purposes of the Code, the terms below have the following meanings:

(A) 1934 Act - The Securities Exchange Act of 1934, as amended.

(B) 1940 Act - The Investment Company Act of 1940, as amended.

(C) Access Person - Each director or officer of the Fund or the Adviser, or Advisory Representative (as defined below), and any other person that directly or indirectly controls (within the meaning of Section 2(a)(9) of the 1940 Act³) the Fund or who has access to information concerning recommendations made to the Fund or a client with regard to the purchase or sale of a security.

(D) Adviser - Impulsora del Fondo México, S.A. de C.V.

(E) Advisory Representative - Any employee of the Fund or the Adviser who makes any recommendation to the Fund regarding the purchase or sale of a security, who participates in the determination of which recommendation shall be made to the Fund, or whose functions or duties relate to the determination of which recommendation to the Fund shall be made; any employee who, in connection with his duties, obtains any information concerning which securities are being recommended to the Fund prior to the effective dissemination of such recommendations or of the information concerning such recommendations; and any of the following persons who obtain information concerning securities recommendations to the Fund being made by the Adviser prior to the effective dissemination of such recommendations or of the information concerning such recommendations: (i) any person in a control relationship to the Fund or the Adviser; (ii) any affiliated person of such controlling person; and (iii) any affiliated person o f such affiliated person.

(F) Appropriate Analyst - Any securities analyst or portfolio manager making investment recommendations or investing funds on behalf of the Fund or any client of the Adviser, and who may be reasonably expected to recommend or consider the purchase or sale of a security for the Fund or other client.

(G) Beneficial Ownership - Generally, a person has a beneficial ownership in a security if he or she, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in the security. There is a presumption of a pecuniary interest in a security held or acquired by a member of a person's immediate family sharing the same household. "Beneficial ownership" has the same meaning as that term is used in Rule 16a-1(a)(2) under the 1934 Act (which governs the reporting requirements and short-swing trading liability of insiders of the Fund).⁴

(H) Fund - The Mexico Fund, Inc.

(I) Held or to be Acquired - Any Security that within the most recent 15 days (i) is or has been held by the Fund, or (ii) is being or has been considered by the Fund or the Adviser for purchase by the Fund; and any option to purchase or to sell, including any security convertible into or exchangeable for, such security.

(J) Officer - For purposes of the Code, an "officer" is any officer of the Fund or the Adviser (as defined in the By-Laws of the Fund or the Adviser, as applicable) who performs a policy-making function or any other person who performs similar policy-making functions for the Fund or the Adviser. Excluded from this definition are officers whose role is only ministerial in nature.

(K) Portfolio Person - Any employee of the Fund, who, in connection with his or her regular functions or duties, makes, participates in or obtains information regarding the purchase or sale of a security by the Fund, or whose functions relate to the making of any recommendations with respect to such purchases or sales. Portfolio Persons include portfolio managers, research analysts, traders, persons serving in equivalent capacities (such as management trainees), persons supervising the activities of Portfolio Personnel, and those persons designated as such by the Compliance Officer.⁵

(L) Security - Any security except direct obligations of the Government of the United States, bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements and shares issued by open-end investment companies.

3.3. Who Is Covered by the Code and How Does It Work?

The Code covers all "Access Persons," that is: (1) all officers and directors of the Fund or the Adviser, and persons that control those entities; and (2) all employees of the Fund or the Adviser who have access to information about investments of the Fund. The Code works by prohibiting some transactions and requiring pre-clearance and reporting of most others. But, independent directors of the Fund⁶ do not have to pre-clear their security⁷ transactions, and, in most cases, do not have to report their transactions.

3.4. What Accounts and Transactions Are Covered?

The Code covers all of your personal securities accounts and transactions. It also covers all securities and accounts in which you have "beneficial ownership." A transaction by or for the account of your spouse or any other family member living in your home is considered to be the same as a transaction by you. Also, a transaction for any account in which you have any economic interest (other than the account of an unrelated client) is generally considered the same as a transaction by you. For example, if you invest in a corporation or other entity that invests in securities, that entity's securities transactions are considered yours if you control the entity or have or share control over its investments. In a similar way, securities transactions of a trust or foundation of which you are a trustee, settlor, or beneficiary are considered yours if you have voting or investment control of its assets. Accordingly, each time the words "you" or "your" are used in this document, they apply not only to your pe rsonal transactions and accounts, but also to all transactions and accounts in which you have any direct or indirect beneficial interest. If it is not clear whether a particular account or transaction is covered, you must ask the Compliance Officer for guidance.

3.5. What Securities Are Not Covered by the Code?

As stated above, the term "security" does not include direct obligations of the Government of the United States, bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements and shares issued by open-end investment companies. Therefore, no pre-clearance and reporting of transactions involving these instruments is required under the terms of the Code.⁸

3.6. What Transactions Are Prohibited by the Code?

A. Prohibited Transactions -- In General

You are prohibited from buying or selling, directly or indirectly, any security in which you have beneficial ownership and which you knew or should have known at the time of such purchase or sale:

(1) is being considered for purchase or sale⁹ by the Fund; or

(2) is being purchased or sold by the Fund.

At a minimum, you are prohibited from executing a securities transaction on a day during which the Fund has a pending "buy" or "sell" order in that same security until the Fund's order is executed or withdrawn.¹⁰ In addition to other penalties that might apply, you will be expected to give up any profits realized on such transaction.

B. Specific Examples of Prohibited Transactions ¹¹

1. Front-running: Trading Ahead of the Fund or Client

You cannot front-run any trade of the Fund or a client. The term "front-run" means trading on the basis of non-public market information regarding a contemplated transaction by the Fund or a client, whether or not your trade and the Fund's or client's trade take place in the same market. Because you are prohibited from profiting for your personal account from a subsequent trade by the Fund, you may not (1) purchase a security if you intend, or know of the Fund's intention, to purchase that security or a related security on behalf of the Fund or a client, or (2) sell a security if you intend, or know of the Fund's intention, to sell that security or a related security on behalf of the Fund or a client.¹² In addition to other penalties that might apply, you will be expected to give up any profits on front-running transactions to the Fund for the benefit of the Fund or other clients.

2. Scalping

You cannot purchase a security with the intention of recommending that the security be purchased for the Fund or a client in a manner that results in a profit for you.

3. Trading Parallel to the Fund or Client

You cannot buy a security if you know that the same or a related security is being bought by the Fund or a client, or sell a security if you know that the same or a related security is being sold by the Fund or a client. In addition to other penalties that might apply, you will be expected to give up any profits on parallel transactions to the Fund for the benefit of the Fund or other clients.

4. Trading Against the Fund or Client

You cannot (1) buy a security if you know that the Fund or a client is selling the same or a related security, or has sold the security, or (2) sell a security if you know that the Fund or a client is buying the same or related security. In addition to other penalties that might apply, you will be expected to give up any profits on such transactions to the Fund for the benefit of the Fund or other clients.

5. Use of Proprietary Information

You cannot buy or sell any security if you have information concerning the security obtained in the course of your association with the Fund which you have not reported to the Appropriate Analyst, or if you cannot identify the Appropriate Analyst to the Compliance Officer.¹³

6. Confidentiality of Fund Transactions

If you obtain non-public information concerning the Fund's portfolio, you must respect the confidential nature of this information and must not divulge it unless specifically authorized to do so by the President of the Fund.

PART 4 - WHAT MUST BE DONE TO COMPLY WITH THE REPORTING REQUIREMENTS?

4.1. Reporting of Beneficial Ownership and Securities Transactions

A. Importance of Reporting

Compliance with the following personal securities transaction reporting procedures is essential to enable us to meet our responsibilities to the Fund and other clients and to comply with regulatory requirements. You are expected to comply with both the letter and spirit of these requirements. You are not required, however, to make a report with respect to transactions effected for any account over which you do not have any direct or indirect influence.

B. Disclosure of Beneficial Ownership

If you have any beneficial ownership in a security and you recommend to the Appropriate Analyst that the security be considered for purchase or sale by the Fund or a client, or if you carry out a purchase or sale of that security for the Fund or a client, you must disclose your beneficial ownership to the Compliance Officer and the Appropriate Analyst in writing before the purchase or sale, or before or simultaneously with the recommendation.

C. Reports and Notices

1. Initial and Annual Reports of Ownership of Shares of Publicly Traded Companies (Schedule B)

If you are an Access Person or a Portfolio Person, you must report on Schedule B (attached) any direct and indirect beneficial ownership of any outstanding publicly traded securities of any company, within 10 days of initially becoming an Access Person or Portfolio Person,¹⁴ and by February 1st annually thereafter.¹⁵ You must also indicate the name of any broker, dealer or bank with whom you have maintained an account in which any securities were held as of the date you became an Access Person. Annual reports must be current as of a date no more than 30 days prior to February 1 of the applicable year.

2. Quarterly Transaction Reports (Schedule C)

If you are an Access Person or Portfolio Person, you must submit quarterly reports of your transactions on Schedule C (attached) to the Compliance Officer. The reports must include copies of broker's confirmations of the trades or other documentation evidencing trades as is customary in the market in which such trades take place (which may be sent under separate cover by the broker) showing all transactions in securities in which you have, or by reason of the transaction acquire, any direct or indirect beneficial ownership, including transactions in a discretionary account. The reports must be filed with the Compliance Officer not later than 10 days after the end of each calendar quarter in which the transaction to which the report relates was effected, but need not show transactions for any account over which you had no direct or indirect influence or control.¹⁶ In addition, you must submit a quarterly report if you have established a securities account during the quarterly period, identif ying the name of the broker, dealer or bank with whom the account was established and the date of establishment.

3. Initial, Annual and Transaction Reports - Non-interested Directors

Directors of the Fund and the Adviser must file initial and annual holdings reports and quarterly transaction reports, except as provided below. If your only relationship to the Fund is that of a director of the Fund and you are not an "interested person" of the Fund as the term is defined in Section 2(a)(19) of the 1940 Act, you are not required to file initial or annual holdings reports. A Director of the Adviser need not comply with the requirements of this Section 3 if (1) that Director is not deemed to be an "interested person", as defined in Section 2(a)(19)(B) of the 1940 Act, of the Adviser for any reason other than that he/she is a Director of the Adviser and knowingly has no direct or indirect beneficial interest in securities issued by the Adviser; and (2) has no involvement with the day-to-day operations of either the Adviser or the Fund. If your only relationship to the Fund is that of a Director of the Fund or the Adviser and you are not an "interested person" of t he Fund or the Adviser as the term is defined in Section 2(a)(19) of the 1940 Act, you are not required to file quarterly transaction reports unless you knew or should have known that during the 15 day period before or after a transaction, the security was purchased or sold, or considered for purchase or sale by the Fund or the Adviser on behalf of the Fund.

4. Brokerage Accounts and Confirmations of Securities Transactions

If you are an employee of the Fund or the Adviser, before you open an account with a broker-dealer or a bank, or place an initial order for the purchase or sale of securities with that broker-dealer or bank, you must: (i) notify the Compliance Officer, in writing, of your intention to open the account; (ii) notify the institution with which the account is opened, in writing, of your association with the Fund; and (iii) instruct the institution in writing to send the Compliance Officer duplicate copies of trade confirmations (or other documentation evidencing trades as is customary in the market in which such trades take place), statements and other information concerning the account.

5. Submission of Brokerage Reports in Lieu of Schedules B and C

In lieu of submitting Schedules B or C, you may submit brokerage reports provided such reports reflect the same information that would have been required to be provided in such Schedules. If you decide to use this alternative, you will be asked to represent, in writing, the fact that the brokerage reports you submit will include all information required to be provided in Schedules B or C, as applicable.

PART 5 - PRE-CLEARANCE REQUIREMENTS¹⁷

5.1. Prior Approval of Securities Transactions

A. You cannot buy or sell any security, without first contacting the Compliance Officer in person or by fax, phone, or e-mail and obtaining his or her approval.¹⁸ A clearance is good for five business days, but may be extended in special circumstances as explained in Part 9, below.

B. However, no pre-clearance is necessary for:

(1) any security ineligible for purchase for the account of the Fund, provided, however, that the Fund does not hold¹⁹ or intend to acquire such security and provided, further, that such security is unconnected or unrelated to securities eligible for purchase for the account of the Fund or securities which the Fund holds or intends or proposes to acquire;²⁰

(2) U.S.-registered open-end investment companies ("mutual funds"), securities issued by the Government of the United States, short-term debt securities within the meaning of Section 2(a)(16) of the 1940 Act,²¹ bankers' acceptances, bank certificates of deposit, commercial paper and other money market instruments;²²

(3) transactions effected for an account or entity over which you do not have or share investment control;

(4) transactions in which you do not acquire or dispose of direct or indirect beneficial ownership;

(5) transactions effected as part of an automatic dividend reinvestment plan; and

(6) transactions effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired.

If you have any doubt whether you have or might acquire direct or indirect beneficial ownership or have or share investment control over an account or entity in a particular transaction, you should consult with the Compliance Officer before engaging in the transaction.

PART 6 - SPECIAL PROVISIONS APPLICABLE TO PORTFOLIO PERSONS

THE FOLLOWING ADDITIONAL PROVISIONS ARE APPLICABLE ONLY TO PORTFOLIO PERSONS.

6.1 Requirement to Disclose Interest and Method of Disclosure

You must promptly disclose your direct or indirect beneficial interest in a security whenever you learn (by attendance at a meeting, receipt of a report or memo, or by other means) that the security is under consideration for purchase or sale by the Fund.

You must initially disclose that beneficial interest orally to the primary portfolio manager of the Fund, the Research Director, or the Compliance Officer. Following that oral disclosure, you must send a written acknowledgement of that interest to the primary portfolio manager, with a copy to the Compliance Officer.

A. Blackout Period

You cannot buy or sell a security within seven calendar days before or after the Fund trades that security. In addition to other penalties that might apply, you will be expected to give up any profits you make from trading during this proscribed period.²³

B. Securities Sold in an Initial Public Offering

You cannot acquire securities in any initial public offering.

C. Interests in Partnerships and Securities Issued in Private Placements

You cannot acquire limited partnership interests or other securities in private placements unless you get the prior approval of the Compliance Officer after he or she consults with an executive officer of the Fund or the Adviser.²⁴ The Compliance Officer shall maintain the record and rationale for such approval for at least five years after the fiscal year in which the approval was granted.

D. Short-Swing Trading

You cannot profit from the purchase and sale or sale and purchase of the same or equivalent securities within 60 calendar days ("short-swing trading"). This restriction does not apply to trading within a shorter period to avoid losses. If you violate this prohibition you will be expected to give up all profits from these short swing trading transactions to the Adviser, for the benefit of the Fund.

E. Service as a Director

You cannot serve as a director of a publicly traded company absent prior approval of the Compliance Officer after he or she consults with an executive officer of the Fund. Approval will be based on a determination that your board service would not be inconsistent with the interests of the Fund and its shareholders.

F. Acceptance of Gifts

You may not accept any gift or other gratuity of more than de minimis value from any person or entity that does business with or on behalf of the Fund or Impulsora.

6.2 Confidentiality of Fund Transactions

A. Information relating to the Fund's portfolio and research activities is confidential. Whenever statistical information or research is supplied to or requested by the Fund or the Adviser, you must not disclose such information to any persons (other than authorized persons). Consideration of a particular purchase or sale for the account of the Fund shall not be disclosed except to authorized persons.

B. You must keep all securities transactions for the account of the Fund confidential and disclose them only on a "need to know" basis until the information is publicly released in the normal course of business.

C. If you obtain non-public information concerning the Fund's portfolio, you must respect the confidential nature of this information and shall not divulge it unless specifically authorized to do so by the President of the Fund.

D. In order to assure maximum confidentiality:

(1) the President of the Fund, or such other officer of the Fund or of the Adviser as he or she may designate, shall have the responsibility of coordinating all transactions for the purchase and sale of securities for the account of the Fund;

(2) all orders for the purchase or sale of securities for the account of the Fund shall be placed for execution by one or more employees of the Adviser specifically designated by the Adviser to do so;

(3) all records of the Fund's transactions shall be kept in a secured place and shall not be released to anyone other than authorized persons; and

(4) a representative designated by the Adviser shall make such inspections as he or she may deem necessary in order to assure compliance with this Section.

PART 7 - A REMINDER ABOUT THE ADVISER'S INSIDER TRADING POLICY

The Code of Ethics is primarily concerned with transactions in securities held or to be acquired by the Fund or clients, regardless of whether those transactions are based on inside information or actually harm the Fund or a client.

The "Impulsora del Fondo México, S.A. de C.V. Insider Trading Statement of Policy and Procedures" deals with the problem of insider trading in securities that could result in harm to the Fund, a client, or members of the public, and applies to all directors, officers and employees of the Adviser. Although the requirements of the Code and the Insider Trading Policy are similar, you must comply with both if you are a Director, officer or employee of Impulsora.

PART 8 - VIOLATIONS OF THE CODE

The Fund considers any violation of the Code a serious matter. The Code is designed to insure compliance with applicable law and to maintain shareholder confidence in the Fund.

However, not every violation of the Code is necessarily a violation of the law or the Fund's Statement of Principles. Isolated or inadvertent violations of the Code not resulting in a violation of law or the Statement of Principles will be documented, referred to the appropriate Compliance Officer and/or management personnel, and disciplinary action commensurate with the violation, if warranted, will be imposed. A pattern of violations which individually do not violate the law or Statement of Principles, but which taken together demonstrate a lack of respect for the law and the Fund's Statement of Principles, may result in termination of employment. A violation of the Code resulting in a violation of the law will be severely sanctioned, with disciplinary action including, but not limited to referral of the matter to the Board of Directors of the Fund, termination of employment or referral of the matter to the appropriate regulatory agency for civil and/or criminal investigation.

PART 9 - THE MEXICO FUND, INC. AND IMPULSORA DEL FONDO MEXICO, S.A. DE C.V. CODE OF ETHICS COMPLIANCE PROCEDURES

Introduction

This document sets forth the additional responsibilities and obligations of the Compliance Officer, and the Internal Audit Department, as may be appropriate, under the Fund's Code of Ethics.²⁵

I. Responsibilities of the Compliance Officer

A. Pre-Clearance Standards

1. General Principles

The Compliance Officer shall prohibit an Access Person from going forward with a proposed transaction which is prohibited by the Code unless he or she determines that, considering all of the facts and circumstances, the prohibition is not necessary.

2. Specific Standards

(a) Private Placements

In considering requests by Portfolio Personnel for approval of limited partnerships and other private placement securities transactions, the Compliance Officer shall first review the Schedule D (attached) submitted by the Portfolio Person and then consult with an executive officer of the Adviser. In deciding whether to approve the transaction, the Compliance Officer and the executive officer shall take into account, among other factors, whether the investment opportunity should be reserved for the Fund or a client, and whether the investment opportunity is being offered to the Portfolio Person by virtue of his or her position with the Fund. If the Portfolio Person receives clearance for the transaction and the Adviser subsequently decides to invest in the security for the Fund or a client, the investment by the Fund shall not be made unless a Portfolio Person with no interest in the issuer approves the transaction.

(b) Open Orders

No clearance shall be given for any transaction on any day which the Fund has a pending buy or sell order, until the order has been executed or withdrawn.

(c) Duration of Clearance

If the Compliance Officer approves a proposed securities transaction, the order for the transaction must be placed and effected within five business days. The Compliance Officer may, in his or her discretion, after consultation with a member of the senior management of the Adviser, extend the clearance period to thirty business days, beginning on the date of the approval, for all securities transactions of any Access Person of the Adviser, and who demonstrates that special circumstances make the extended clearance period necessary and appropriate. The Portfolio Person may seek renewal of the approval for a particular transaction for an additional thirty business days upon a similar showing of special circumstances. The Compliance Officer may rescind any approval or renewal of approval under this paragraph if he or she determines it is appropriate to do so.

B. Waivers by the Compliance Officer

The Compliance Officer may, in his or her discretion, after consultation with an executive officer of the Adviser, waive compliance by any person with the two thirty-day successive limitations on executing pre-cleared transactions (as discussed above), the prohibition on "front-running," and the purchase and sale restrictions on trading parallel to or against a client, if he or she finds that such a waiver: (i) is necessary to alleviate hardship or in view of unforeseen circumstances and is otherwise appropriate under all the relevant facts and circumstances; (ii) will not be inconsistent with the purposes and objectives of the Code; (iii) will not adversely affect the interests of advisory clients of the Adviser, the interests of the Fund or its affiliates; and (iv) is not likely to permit a transaction or conduct that would violate provisions of applicable laws or regulations.

Any waiver shall be in writing and shall state the basis for it.

C. Continuing Responsibilities

1. The Compliance Officer shall make a record of all requests for pre-clearance regarding the purchase or sale of a security, including the date of the request, the name of the Access Person, the details of the proposed transaction, and whether it was prohibited; and if prohibited, the Compliance Officer shall keep a record of any waivers given, including the reasons for each exception and a description of any potentially conflicting Fund or client transactions.

2. The Compliance Officer shall also collect and review the signed initial acknowledgements of receipt (attached) and the annual acknowledgements required by Paragraph I.E. below, as well as reports on Schedules B and C of the Code. In addition, the Compliance Officer shall request from any broker-dealer described in Part 4.1.C.4. copies of all trade confirmations (or other documentation evidencing trades as is customary in the market in which such trades take place), statements, and other information with respect to an account opened and maintained with the broker-dealer by any employee of the Fund and/or the Adviser. The Compliance Officer shall preserve those acknowledgements and reports, the records of consultations and waivers, and the confirmations, statements and other information for the period required by applicable regulations.

D. Periodic Responsibilities

1. Each quarter, the Compliance Officer, or his or her designee, should conduct a review to verify that transaction reports have been filed by the Adviser's personnel under his or her supervision. In addition, the Compliance Officer, or his or her designee, will review all quarterly transaction and initial and annual holdings reports. The Compliance Department or the Internal Audit Department, as the case may be, will periodically audit the contents of the reports filed and compare the information reported with portfolio securities traded for, and with positions held in, the Adviser's client accounts, including investment companies and separate accounts. Following the receipt of any report on Schedule B or C, the Compliance Officer, in conjunction with the Internal Audit Department, shall prepare a written report to the Board of Directors of the Fund, which sets forth the following:

(a) each transaction in a security which was held by or acquired by the Fund within 15 days before or after the date of the reported transaction or at a time when, to the knowledge of the Compliance Officer, the purchase or sale of the security was being considered, or which had not been approved by the Compliance Officer (other than a transaction which was the reinvestment of dividends pursuant to a plan);

(b) with respect to any transaction, although not required to be reported to the Board by the operation of sub-paragraph (a) above, that he or she believes nonetheless may evidence violation of a provision of the Code; or

(c) apparent violations of the reporting requirements.

2. The Compliance Officer, in conjunction with the Internal Audit Department, shall also promptly report in writing to the Board of Directors of the Fund, all violations and apparent violations of Rule 17j-1.

E. Annual Responsibilities

On an annual basis, the Compliance Officer shall distribute to all Fund personnel under his or her supervision, a copy of the Fund's Code, including a new acknowledgement of receipt and forms for the reports required by Parts 4.1.B. through 4.1.C. of the Code (Schedules B and C), and shall report to the Board of Directors as required by Part 9.II.B.1 below. Upon each amendment of the Code, the Compliance Officer shall distribute a copy of the amended Code to all Access Persons and Portfolio Persons.

II. Personnel Responsibilities and Procedures

A. New Employees

Before an individual is made a formal offer of employment, the Fund shall provide the applicant with copies of the Code and the Adviser's Insider Trading Statement of Policy and Procedures and make clear that the Fund views that person's willingness to adhere to them to be a condition precedent to accepting employment with the Fund.

Legal counsel to the Fund and Adviser shall assist the Personnel Department by responding to questions from prospective employees about the Fund's Code and the Adviser's Insider Trading Statement of Policy and Procedures, including clearance of transactions, transaction reporting and insider trading questions, so that it is clear to the prospective employees what they can or cannot do as an employee of the Fund.

Before formally commencing employment, a new hire shall normally be asked to acknowledge in writing, that he or she has received the Fund's Code and the Adviser's Insider Trading Policy and Procedures, has read and understood them, and agrees to comply with them. (See the form of acknowledgement attached.)

B. Supervisory Procedures for Effectuating Compliance

The role of the Compliance Officer is critical to the implementation and maintenance of the Fund's Code.

1. Annual Reports to Management

Annually, the Compliance Officer shall review the effectiveness of the Code, and the Adviser's Policy Statement on Insider Trading, as well as the continuing education programs for implementation and enforcement. At such time, the Compliance Officer shall furnish to the Board a written report for the Board's consideration that (a) describes any issues arising under the Code during the annual period covered by such report, including, but not limited to, information about material violations of the Code and sanctions imposed in response to the material violations, and (b) certifies that the Fund and the Adviser have adopted procedures reasonably necessary to prevent Access Persons from violating the Code, or recommends any needed changes to the Code to management and the Board of Directors of the Fund.

2. Records

The Code of Ethics, a copy of any report by an Access Person, any written reports or memorandum by the Compliance Officer, and lists of all persons required to make reports shall be preserved with the Fund's and the Adviser's records for the period required by applicable regulations.

3. List of Access Persons and Portfolio Persons

The Compliance Officer shall maintain and update as necessary a list identifying all Access Persons and Portfolio Persons, which list shall be appended hereto as Schedule E.

___________________________________________

1. Section 17(j) does not ban personal investing but rather authorizes the Securities and Exchange Commission (the "Commission") to adopt rules and regulations necessary to prevent any trading practices that might prove fraudulent or manipulative. Pursuant to this authority, the Commission adopted Rule 17j-1.

2. Some of these definitions are repeated below at appropriate places to provide further clarity.

3. Section 2(a)(9) defines "control" as "the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of any official position with such company." Further, "any person who owns beneficially, either directly or through one or more controlled companies, more than 25 per centum of the voting securities of the company shall be presumed to control."

4. You have received, under separate cover, a memorandum regarding your obligations under Section 16 of the 1934 Act, including your filing of Forms 3, 4 and 5.

5. It should be noted that it is our understanding that all employees of the Adviser are restricted from investing in securities other than those offered by Mexican mutual funds and that, therefore, most of the Code's trading restrictions will be rendered moot with regard to employees of the Adviser who would be considered Officers, Access Persons, or Portfolio Persons.

6. "Independent director" means one who is not an "interested person" under the 1940 Act. If you are an independent director, you need not report any securities transaction unless you knew, or should have known that, during the 15-day period before or after the transaction, the security was purchased or sold or considered for purchase or sale by the Fund. (See Part 4.1.C.3. below.)

7. The term "security" also includes commodities and other derivatives. (See Part 3.2(L), above, for the definition of "security" for purposes of the Code.)

8. See Part 3.2(L) for the definition of "security" for purposes of the Code.

9. A security is "being considered" for purchase or sale when a recommendation to purchase or sell a security has been made and communicated. In the event that you are making the recommendation to the Fund, at the point in time when you seriously consider making such recommendation to the Fund, the security is "being considered" for purchase or sale.

10. This specific prohibition must be read in conjunction with the general prohibitions on your personal trading activities under Rule 17j-1, as discussed in Part 3.1 above. Furthermore, if you are a Portfolio Person, you are also subject to a seven day blackout period (on trading in a security) before and after the Fund trades in the same or related security. This blackout period is more fully described in Part 6 below.

11. It should be stressed that the activities described below generally would be prohibited by Section 17 of the U.S. Securities Act of 1933, as amended ("1933 Act"), Rule 10b-5 of the Exchange Act, and Section 206 of the Advisers Act, in addition to Rule 17j-1 of the 1940 Act.

12. See Part 9 for certain waivers of restrictions.

13. The Compliance Officer is designated on Schedule A. The "Appropriate Analyst" means any securities analyst or portfolio manager making recommendations or investing funds on behalf of (1) the Fund, or (2) any client of the Adviser, if the portfolio manager may be reasonably expected to recommend or consider the purchase or sale of the security in question.

14. This obligation does not apply to any person who became an Access Person or a Portfolio Person prior to March 1, 2000.

15. You do not need to report on Schedule B or Schedule C transactions involving direct obligations of the Government of the United States, bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements and shares issued by open-end investment companies because these instruments are not included in the definition of the term "security."

16. See Part 3.5 above for a list of other securities that need not be reported.

17. Independent directors of the Fund do not have to pre-clear their securities transactions. For the definition of "independent director," see note 6 above. It bears emphasis that this exception does not in any way affect your obligations under Rule 17j-1 as set forth in Parts 3.1 or 3.6 above or the prohibition against the misuse of inside information under Section 17 of the 1933 Act, Rule 10b-5 of the 1934 Act or Section 206 of the Advisers Act.

18. See Part 3.5 above for securities that are not covered by this pre-clearance requirement.

19. See note 11 above.

20. See note 6 above.

21. See note 7 above.

22. See note 8 above.

23. It should be emphasized that this trading prohibition covers the period seven calendar days prior to a trade by the Fund, or a client, in the particular security, as well as, seven calendar days after the Fund or a client trades in that security.

24. See Parts 5 and 9 for pre-clearance procedures and Schedule D for the Private Placement Approval Form (attached).

25. All defined terms shall have the same meaning as set forth in Part 3.2 above.

SCHEDULE A - DESIGNATION OF COMPLIANCE OFFICER

Lic. Carlos H. Woodworth*

* Lic. José Luis Gómez Pimienta shall serve in the role of Compliance Officer as set forth in the Code with respect to matters under the Code pertaining to Lic. Woodworth (e.g., Lic. Gómez Pimienta shall review reports on Schedules B or C made by Lic. Woodworth, and shall administer the requirements of the Code with respect to any pre-clearance requests made by Lic. Woodworth).

SCHEDULE B - INITIAL AND ANNUAL HOLDINGS REPORT

This report shall set forth the security name or description and security class of each security holding in which you have a direct or indirect beneficial interest, including holdings by a spouse, minor children, trusts, foundations, and any account for which trading authority has been delegated to you, other than authority to trade for the Fund in or a client of the Adviser.

For the Year/Period Ended ___________________

HOLDINGS

No. of Units	Name of Security	Price Per Unit	Principal Amount Owned	Exchange Traded On	Broker (1)	Name of Account (2) (if other than yourself)
_____	______________	____	_____________	_________	_________	_________________
_____	______________	____	_____________	_________	_________	_________________
_____	______________	____	_____________	_________	_________	_________________
_____	______________	____	_____________	_________	_________	_________________

I participate in the Dividend Reinvestment Plans of the following public companies:

PURCHASES

_____	______________	____	_____________	_________	_________	_________________
_____	______________	____	_____________	_________	_________	_________________
_____	______________	____	_____________	_________	_________	_________________
_____	______________	____	_____________	_________	_________	_________________
_____	______________	____	_____________	_________	_________	_________________

Name of reporting person: _____________________

Signature: _____________________

Date: _____________________

Check here if this is an initial holdings report: _____________________

FOOTNOTES

(1) If acquired or disposed of other than by purchase or sale, e.g., gifts and stock splits, indicate in this column.

(2) Indicate by "NBI" under "Name of Account", after indicating the name of the account, if you claim that the reported securities transactions should not be considered an admission that you have any direct or indirect beneficial ownership in such transactions.

SCHEDULE C - REPORT OF QUARTERLY SECURITIES TRANSACTIONS

For Calendar Quarter Ending __________, 20__

Principal Amount and Name of Security:	Date			Name of Broker Dealer or Bank	Check Type of Account			Approved by: (if applicable)
	Bought	Sold	Price		Personal	Immediate Family	Fiduciary
_________	______	______	______	___________	_______	________	_______	__________
_________	______	______	______	___________	_______	________	_______	__________
_________	______	______	______	___________	_______	________	_______	__________
_________	______	______	______	___________	_______	________	_______	__________
_________	______	______	______	___________	_______	________	_______	__________
_________	______	______	______	___________	_______	________	_______	__________

The above is a record of every transaction in a security in which I had or by reason of which I acquired any direct or indirect beneficial ownership as more fully defined in the Code of Ethics of the Fund and the Adviser during the quarter referred to above.

Date: _________________________	Signature: __________________________________
	(If signed, please type name)

Note 1. If the transaction is other than a sale or purchase, please explain the transaction below.

Note 2. This report shall not be construed as an admission by me that I have acquired any direct or indirect beneficial ownership in the securities involved in the transactions reported, which have been marked by me with an asterisk(*). Such transactions are reported solely to meet the standards imposed by rule 17j-1 under the Investment Company Act of 1940.

Note 3. If you are providing copies of brokerage statements in lieu of the above, please indicate here: o .

CONFIDENTIAL

SCHEDULE D - PRIVATE PLACEMENT PURCHASE APPROVAL
(including Limited Partnerships)

1. Please list the name of the issuer. ________________________________________________

2. What is the legal structure of the issuer (i.e., what type of security is being offered for purchase)? _________________________________________________________________

3. In what business sector is the issuer (e.g., its field of activities, such as financial groups or communications)?____________________________________________________________

4. When do you intend to make this investment? _____________________________________

5. What is your cumulative investment to date?______________________________________

6. Do you anticipate the purchasing of additional shares in this issuer? _________________________________________________________________________

7. Do you have any liability to the issuer or in connection with the contemplated investment beyond what you expect to invest? If so, please explain.

8. To the best of your knowledge, is any client a co-investor or co-partner with you in this venture? ______________________________________________________________________

9. I understand and agree that in the event that I receive approval to purchase these securities, I must disclose my personal investment if and when I play a part in the Fund's subsequent consideration of an investment in this issuer.

_______________________	____________________________________
Date	Signed

SCHEDULE E - LIST OF ACCESS PERSON AND PORTFOLIO PERSONS

Access Persons

Juan Gallardo T.*
Philip Caldwell*
José Luis Gómez Pimienta
Claudio X. Gonzalez*
Robert L. Knauss*
Emilio Carrillo Gamboa*
Jaime Serra Puche*
Carlos H. Woodworth
Alberto Osorio
Hector Trigos
Eduardo Solano
Enrique Trigueros-Legarreta
Armando Cuevas Licea-Pliego
José Heredia-Breton
Jaime Gonzalez Remis
Edgardo Cantu-Delgado
Antonio Castaño Leal
Antonio Solano
Ernesto Vega
Gustavo Ortega
Gabriel Kuri Labarthe
Jorge Alegria

Portfolio Persons

José Luis Gómez Pimienta
Carlos H. Woodworth
Alberto Osorio
Hector Trigos
Eduardo Solano

* A Director of the Fund who is not an "interested person" of the Fund as defined under the Investment Company Act of 1940.

______, 2002

ACKNOWLEDGEMENT

CODE OF ETHICS AND POLICY STATEMENT ON INSIDER TRADING

To: Carlos H. Woodworth

I hereby acknowledge receipt of a copy of the Code of Ethics of The Mexico Fund, Inc. (the "Fund") dated ________, 2002, which I have read and understand, and certify that to the best of my knowledge, I have complied with the Code and (with respect to directors of the Fund, directors, officers and employees of the Adviser only), the Insider Trading Statement of Policy and Procedures to the extent they have applied to me during the past year. I further understand and acknowledge that any violation of the Code or Insider Trading Policy, including engaging in a prohibited transaction or failure to file reports as required (See Schedules B or C), may subject me to disciplinary action, including termination of employment. If I elect to submit brokerage reports in lieu of a Schedule B or C, I represent that such brokerage reports will include all information required to be provided in such Schedules.

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