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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   __________

                                  SCHEDULE 13G



                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                               (Amendment No.1 )*




                              The Mexico Fund, Inc.
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                                (Name of Issuer)


                                  Common Stock
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                         (Title of Class of Securities)


                                    592835102
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                                 (CUSIP Number)


                                January 30, 2009
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             (Date of Event Which Requires Filing of this Statement)




Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

          |X|  Rule 13d-1(b)
          |_|  Rule 13d-1(c)
          |_|  Rule 13d-1(d)

          * The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.

          The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).

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CUSIP No. 592835102                    13G                     Page 2 of 8 Pages
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   1.     NAME OF REPORTING PERSONS
          I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

          CITY OF LONDON INVESTMENT GROUP PLC, A COMPANY INCORPORATED UNDER THE
          LAWS OF ENGLAND AND WALES
--------- ----------------------------------------------------------------------
   2.     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP             (a)  |_|
                                                                       (b)  |_|

--------- ----------------------------------------------------------------------
   3.     SEC USE ONLY


--------- ----------------------------------------------------------------------
   4.     CITIZENSHIP OR PLACE OF ORGANIZATION

          ENGLAND AND WALES
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  NUMBER OF         5.   SOLE VOTING POWER

   SHARES                2,904,788
                 ------- -------------------------------------------------------
BENEFICIALLY        6.   SHARED VOTING POWER

  OWNED BY               0
                 ------- -------------------------------------------------------
    EACH            7.   SOLE DISPOSITIVE POWER

  REPORTING              2,904,788
                 ------- -------------------------------------------------------
   PERSON           8.   SHARED DISPOSITIVE POWER

    WITH                 0
--------------------------------------------------------------------------------
   9.     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          2,904,788
--------- ----------------------------------------------------------------------
  10.     CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES                  |_|
          CERTAIN SHARES

--------- ----------------------------------------------------------------------
  11.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

          16.05%
--------- ----------------------------------------------------------------------
  12.     TYPE OF REPORTING PERSON

          HC
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CUSIP No. 592835102                    13G                     Page 3 of 8 Pages
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   1.     NAME OF REPORTING PERSONS
          I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

          CITY OF LONDON INVESTMENT MANAGEMENT COMPANY LIMITED, A COMPANY
          INCORPORATED UNDER THE LAWS OF ENGLAND AND WALES
--------- ----------------------------------------------------------------------
   2.     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP             (a)  |_|
                                                                       (b)  |_|

--------- ----------------------------------------------------------------------
   3.     SEC USE ONLY


--------- ----------------------------------------------------------------------
   4.     CITIZENSHIP OR PLACE OF ORGANIZATION

          ENGLAND AND WALES
--------------------------------------------------------------------------------
  NUMBER OF         5.   SOLE VOTING POWER

   SHARES                2,904,788
                 ------- -------------------------------------------------------
BENEFICIALLY        6.   SHARED VOTING POWER

  OWNED BY               0
                 ------- -------------------------------------------------------
    EACH            7.   SOLE DISPOSITIVE POWER

  REPORTING              2,904,788
                 ------- -------------------------------------------------------
   PERSON           8.   SHARED DISPOSITIVE POWER

    WITH                 0
--------------------------------------------------------------------------------
   9.     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          2,904,788
--------- ----------------------------------------------------------------------
  10.     CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES                  |_|
          CERTAIN SHARES

--------- ----------------------------------------------------------------------
  11.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

          16.05%
--------- ----------------------------------------------------------------------
  12.     TYPE OF REPORTING PERSON

          IA
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CUSIP No. 592835102                    13G                     Page 4 of 8 Pages
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ITEM 1(a).  NAME OF ISSUER:

            The Mexico Fund, Inc.


ITEM 1(b).  ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

            The principal executive offices of the Fund are located at The
            Mexico Fund c/o Dechert LLP, attn Sander M Bieber Esquire,Asst Sec,
            1775 I Street, Suite 1100, NW, Washington, DC 20006-2401.
            (202-261-7941)


ITEM 2(a).  NAME OF PERSON FILING:

            This statement is being filed by City of London Investment Group PLC
            ("CLIG") and City of London Investment Management Company Limited
            ("CLIM," and together with CLIG, the "Reporting Persons").

            The principal business of CLIG is serving as the parent holding
            company for the City of London group of companies, including CLIM.

            CLIM is an emerging markets fund manager which specializes in
            investing in closed-end investment companies and is a registered
            investment adviser under Section 203 of the Investment Advisers Act
            of 1940. CLIM is controlled by CLIG. CLIM is principally engaged in
            the business of providing investment advisory services to various
            public and private investment funds, including The Emerging World
            Fund ("EWF"), a Dublin, Ireland-listed open-ended investment
            company, Emerging Markets Country Fund ("GEM"), a private investment
            fund organized as a Delaware business trust, Investable Emerging
            Markets Country Fund ("IEM"), a private investment fund organized as
            a Delaware business trust, Emerging Free Markets Country Fund
            ("Free"), a private investment fund organized as a Delaware business
            trust, Frontier Emerging Markets Fund ("FRONT"), a private
            investment fund organized as a Delaware business trust, the Global
            Emerging Markets Equity Yield Fund ("YIELD"), a private investment
            fund organized as a Delaware business trust, Global Emerging Markets
            Country Fund Cayman ("CEM"), a Cayman listed mutual fund, GFM
            (Institutional) Emerging Markets Country Fund ("GFM"), an open-ended
            fund organized under the laws of the Province of Ontario, Tradex
            Global Equity Fund ("Tradex"), an Ontario mutual fund, and fifteen
            unaffiliated third-party segregated accounts over which CLIM
            exercises discretionary voting and investment authority (the
            "Segregated Accounts").

            EWF, GEM, IEM, Free, FRONT, YIELD, GFM, CEM, and Tradex are
            collectively referred to herein as the "City of London Funds."

            The Shares to which this Schedule 13G relates are owned directly by
            the City of London Funds and the Segregated Accounts.

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CUSIP No. 592835102                    13G                     Page 5 of 8 Pages
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ITEM 2(b).  ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

            Address for CLIG and CLIM:

            77 Gracechurch Street
            London, EC3V 0AS
            England


ITEM 2(c).  CITIZENSHIP:

            CLIG - ENGLAND AND WALES

            CLIM - ENGLAND AND WALES


ITEM 2(d).  TITLE OF CLASS OF SECURITIES:

            Common Stock, par value $.001 per share


ITEM 2(e).  CUSIP NUMBER:

            592835102


ITEM 3.     IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b) OR
            (c), CHECK WHETHER THE PERSON FILING IS A:

            (a) |_| Broker or dealer registered under Section 15 of the Act (15
                    U.S.C. 78o).

            (b) |_| Bank as defined in Section 3(a)(6) of the Act (15 U.S.C.
                    78c).

            (c) |_| Insurance company as defined in Section 3(a)(19) of the Act
                    (15 U.S.C. 78c).

            (d) |_| Investment company registered under Section 8 of the
                    Investment Company Act of 1940 (15 U.S.C. 80a-8).

            (e) |X| An investment adviser in accordance with Rule
                    13d-1(b)(1)(ii)(E) (for CLIM);

            (f) |_| An employee benefit plan or endowment fund in accordance
                    with Rule 13d-1(b)(1)(ii)(F);

            (g) |X| A parent holding company or control person in accordance
                    with Rule 13d-1(b)(1)(ii)(G) (for CLIG);

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CUSIP No. 592835102                    13G                     Page 6 of 8 Pages
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            (h) |_| A savings association as defined in Section 3(b) of the
                    Federal Deposit Insurance Act (12 U.S.C. 1813);

            (i) |_| A church plan that is excluded from the definition of an
                    investment company under Section 3(c)(14) of the Investment
                    Company Act (15 U.S.C. 80a-3);

            (j) |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J).


ITEM 4.     OWNERSHIP.

            For CLIG and CLIM:

            (a) Amount beneficially owned:

                2,904,788

            (b) Percent of class:

                16.05%

            (c) Number of shares as to which such person has:

                (i)   Sole power to vote or to direct the vote:   2,904,788

                (ii)  Shared power to vote or to direct the vote: 0

                (iii) Sole power to dispose or to direct the disposition of:
                      2,904,788

                (iv)  Shared power to dispose or to direct the disposition of: 0


ITEM 5.     OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

            Not applicable.


ITEM 6.     OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

            CLIG, as the parent holding company of CLIM, and CLIM, as investment
            advisers to the Funds, have the power to direct the dividends from,
            or the proceeds of the sale of the shares owned by the Funds. Each
            of the Funds owns less than 5% of the shares.

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CUSIP No. 592835102                    13G                     Page 7 of 8 Pages
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ITEM 7.     IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
            THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

            CLIG is the parent holding company of CLIM. See also Item 3.


ITEM 8.     IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

            Not applicable.


ITEM 9.     NOTICE OF DISSOLUTION OF GROUP.

            Not applicable.


ITEM 10.    CERTIFICATION.

            By signing below I certify that, to the best of my knowledge and
            belief, the securities referred to above were acquired and are held
            in the ordinary course of business and were not acquired and are not
            held for the purpose of or with the effect of changing or
            influencing the control of the issuer of the securities and were not
            acquired and are not held in connection with or as a participant in
            any transaction having that purpose or effect.

            The filing of this Schedule 13G shall not be construed as an
            admission that CLIG and/or CLIM is, for the purpose of Section 13(d)
            or 13(g) of the Securities Exchange Act of 1934, the beneficial
            owner of any securities covered by this Schedule.





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CUSIP No. 592835102                    13G                     Page 8 of 8 Pages
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                                    SIGNATURE

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

         The reporting persons agree that this statement is filed on behalf of
each of them.



Dated:   February 9, 2009



                                            CITY OF LONDON INVESTMENT GROUP PLC


                                            By: /s/ Barry M. Olliff
                                                --------------------------------
                                                Name:  Barry M. Olliff
                                                Title: Director




                                            CITY OF LONDON INVESTMENT MANAGEMENT
                                            COMPANY LIMITED


                                            By: /s/ Barry M. Olliff
                                                --------------------------------
                                                Name:  Barry M. Olliff
                                                Title: Director