DECHERT LLP

1775 I Street, NW

Washington, DC 20006

Via EDGAR Correspondence

September 15, 2004

Keith A. O’Connell

Senior Counsel

Division of Investment Management

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

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

Registration Statement Under the Securities Act of 1933; Registration Statement

Under the Investment Company Act of 1940 on Form N-2, Amendment No. 41; Pre-Effective Amendment No. 1

Dear Mr. O’Connell:

We are writing on behalf of The Mexico Fund, Inc. (“Fund”) in response to comments you provided in a letter dated September 2, 2004 with respect to the above mentioned filing of August 6, 2004. Summaries of the comments, and our responses thereto, are provided below.

General

1. Comment:

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

Response:

The Fund acknowledges this comment.

2. Comment:

If the Fund intends to rely on Rule 430A under the Securities Act to omit certain information from the form of prospectus included with the registration statement that is declared effective,

1

please identify the omitted information to us supplementally, preferably before filing the Fund’s final pre-effective amendment.

Response:

The Fund does intend to rely on Rule 430A and will provide you with the identity of omitted information prior to the Fund’s final pre-effective amendment.

3. Comment:

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

Response:

To the Fund’s knowledge, it has no present intention of submitting an exemptive application or no-action request in connection with the offering of shares that is the subject of this filing.

Cover Page

4. Comment:

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

Response:

The Fund’s pre-effective Amendment No. 1 provides this disclosure. The number of rights needed to subscribe to one share is three.

Fund Expenses, page 12

5. Comment:

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

Response:

The Fund has revised this disclosure in its Pre-Effective Amendment No. 1. The expense information is annualized based on current actual expenses through July 2004.

2

Management Agreement, page 54

6. Comment:

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

Response:

The Fund has disclosed this fee in its Pre-Effective Amendment No. 1.

Considerations in Approving Management Agreement, page 57

7. Comment:

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

Response:

The Fund has not implemented a new portfolio strategy and has revised this disclosure accordingly to state “the need to provide adequate resources to the Investment Adviser to support the additional research and efforts to invest significant portions of the Fund’s resources in attractive small- and medium-sized Mexican companies not easily available abroad.” Earlier in the sentence, these investments are mentioned. These companies are listed on the Mexican Stock Exchange and the investments are consistent with the Fund’s investment objective and policies.

Tandy Letter

8. Comment:

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

Notwithstanding our comments, please furnish a letter acknowledging that

• should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

3

• the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the fund from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

• the fund may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Response:

These representations are included as an exhibit to this letter.

We hope that the foregoing is responsive to each of the matters raised in your letter of September 2, 2004. Please do not hesitate to contact the undersigned at (202) 261-3308 if you have any questions concerning the foregoing. Additionally, enclosed herewith is the Fund’s Pre-Effective Amendment No. 1 to its Registration Statement on Form N-2.

Sincerely yours,

/S/    SANDER M. BIEBER

Sander M. Bieber

cc: Mr. José Luis Gómez Pimienta

4

Exhibit

[Fund Letterhead]

Via EDGAR Correspondence

September 15, 2004

Keith A. O’Connell

Senior Counsel

Division of Investment Management

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

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

Registration Statement Under the Securities Act of 1933; Registration Statement

Under the Investment Company Act of 1940 on Form N-2, Amendment No. 41

Dear Mr. O’Connell:

In connection with a response being made on behalf of The Mexico Fund, Inc. (“Fund”) to comments you provided with respect to the above-mentioned registration statement of the Fund, the Fund hereby acknowledges that:

• comments of the staff of the Securities and Exchange Commission (“SEC Staff”) or changes to disclosure in response to SEC Staff comments in the filings reviewed by the staff do not foreclose the Securities and Exchange Commission from taking any action with respect to the filing;

• the Fund is not relieved from its full responsibility for the adequacy and accuracy of the disclosure in the above-mentioned Registration Statement as a result of the SEC Staff or SEC declaring the filing effective; and

• the Fund may not assert SEC Staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws.

We hope that the foregoing is responsive to your request made on September 2, 2004. Please do not hesitate to contact the undersigned if you have any questions concerning the foregoing.

Sincerely,

/s/  José Luis Gómez Pimienta            

José Luis Gómez Pimienta

cc: Sander M. Bieber, Esq.

5