8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 4, 2008

The Mexico Fund, Inc.

(Exact name of registrant as specified in its charter)

Maryland 811-02409 13 306 9854

(State or other (Commission (I.R.S. Employer

jurisdiction File Number) Identification No.)

of incorporation)

1775 I Street, NW, Suite 1100

Washington, DC 20006

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:

(202) 261-7941

(none)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events

On September 4, 2008, The Mexico Fund, Inc. (the “Fund”) issued two press releases announcing (1) the approval of a managed distribution plan (“Plan”) and first dividend distribution under the Plan, and (2) the terms of the Fund’s repurchase offer to be conducted during September 2008. The text of the press releases are included as Exhibits 99.i and 99.ii to this Current Report and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits are filed as part of this report:

99.i Press Release dated September 4, 2008

99.ii Press Release dated September 4, 2008

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

The Mexico Fund, Inc.

Date: September 4, 2008 By: /s/ Sander M. Bieber

Sander M. Bieber

Assistant Secretary

EX-99.(I)

The Mexico Fund, Inc.

CONTACT: Eduardo Solano

Investor Relations

Vice President

The Mexico Fund, Inc.

011-52-55-5282-8900

FOR IMMEDIATE RELEASE CONTACT: Patricia Baronowski

The Altman Group

212-400-2604

THE MEXICO FUND, INC FORMALLY APPROVES

MANAGED DISTRIBUTION PLAN AND

DECLARES DIVIDEND DISTRIBUTION – ANTICIPATES ANNUALIZED DISTRIBUTION IN FIRST YEAR OF AT LEAST 12% OF FUND NET ASSET VALUE

Washington, D.C., September 4, 2008 -- The Mexico Fund, Inc. (NYSE: MXF) announced today that it has received authorization from the Securities and Exchange Commission (SEC) which permits the Fund to distribute long-term capital gains to stockholders more than once per year. Accordingly, the Board of Directors has formally approved the implementation of a Managed Distribution Plan (MDP) to make quarterly cash distributions to stockholders of 3% of the Fund’s net asset value (NAV) per share as of the end of the previous calendar year, for an equivalent of at least 12% of NAV per year. The MDP will be subject to regular periodic review by the Fund’s Board of Directors.

For the remainder of fiscal 2008, the Fund will use as a reference for the MDP the NAV per share on July 31, 2008. Accordingly, the first dividend distribution of $1.13 per share, equivalent to 3% of the Fund’s NAV per share on July 31, 2008, will be paid in cash on September 24, 2008 to stockholders of record on September 15, 2008. It is estimated that this dividend distribution will be fully comprised of long-term capital gains. The tax characteristics of all distributions to Fund stockholders cannot be determined until the end of each calendar year and will be included in an annual report to stockholders on Form 1099-DIV.

The Fund intends to make additional dividend distributions, each in the amount of $1.13 per share, during November 2008 and January 2009. Thereafter, the Fund intends to pay quarterly dividend distributions during the months of April, July, October and January. With each distribution, the Fund will issue a notice to stockholders and an accompanying press release which will provide detailed information regarding the amount and composition of the distribution and other information required by the Fund’s exemptive order.

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

www.themexicofund.com

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

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

END OF PRESS RELEASE

EX-99.(II)

The Mexico Fund, Inc.

CONTACT: Eduardo Solano

Investor Relations

Vice President

The Mexico Fund, Inc.

011-52-55-5282-8900

CONTACT: Patricia Baronowski

The Altman Group

FOR IMMEDIATE RELEASE 212-400-2604

THE MEXICO FUND, INC. ANNOUNCES TERMS OF

FORTHCOMING IN-KIND REPURCHASE OFFER

Washington, D.C., September 4, 2008 -- The Mexico Fund, Inc. (NYSE: MXF) announced today that its forthcoming in-kind repurchase offer will be conducted from September 18, 2008 to October 9, 2008. The Fund will offer to repurchase up to 5% of its outstanding shares in exchange for a pro-rata portion of the Fund’s portfolio securities. The repurchase offer expires at 5:00 p.m., New York City time, on October 9, 2008.

The Fund will repurchase shares at net asset value (NAV), reduced by a repurchase price adjustment of 1.00%, for a repurchase price of 99.00% of NAV. If the number of Fund shares submitted for repurchase exceeds 5% of the Fund’s total outstanding shares, the Fund will repurchase submitted shares on a pro-rata basis. There can be no assurance that the Fund will be able to repurchase all of the shares submitted for repurchase by a stockholder. Participating stockholders will receive Mexican portfolio securities held by the Fund in exchange for their Fund shares.

The repurchase pricing date for the repurchase offer will be October 16, 2008 and the pro-rata portion of the Fund’s portfolio securities, subject to certain adjustments, will be transferred to each participating stockholder’s Mexican account on or before October 23, 2008, provided the participating stockholder’s Mexican Account accepts the proceeds. The Fund will mail the repurchase offer documentation to stockholders of record on September 17, 2008. The repurchase offer generally will be a taxable transaction for participating stockholders.

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The Fund’s Board of Directors has determined that the next in-kind repurchase offer will be conducted during March 2009.

The repurchase offer is not part of a plan to liquidate the Fund. Stockholder participation in the repurchase offer is voluntary. Stockholders can continue to purchase and sell Fund shares in cash transactions on the New York Stock Exchange. None of the Fund’s Directors or Officers will participate in the repurchase offer.

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The repurchase offer is not being made to (nor will repurchase requests be accepted from or on behalf of) stockholders residing in any jurisdiction in which the making of the repurchase offer or its acceptance would not be in compliance with the laws of such jurisdiction. The manner of payment of proceeds may be adjusted to accommodate restrictions in certain jurisdictions. To the extent that the securities laws of any jurisdiction would require the repurchase offer to be made by a licensed broker or dealer, the repurchase offer shall be deemed to be made on the Fund’s behalf by one or more registered brokers or dealers licensed under the laws of such jurisdiction.

For further information, contact the Fund’s Investor Relations office at 011-52-55-5282-8900, or by email at investor-relations@themexicofund.com. Stockholders may also contact Georgeson, the Fund’s Information Agent of the offer, at (212) 440-9915.

www.themexicofund.com

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

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

END OF PRESS RELEASE