MEXICO FUND INC
DEFS14A, 2000-08-31
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<PAGE>

                            SCHEDULE 14A INFORMATION

          PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
                    EXCHANGE ACT OF 1934 (Amendment No.   )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement             [_] CONFIDENTIAL, FOR USE OF THE
                                                COMMISSION ONLY (AS PERMITTED
                                                BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12

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


--------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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Notes:


<PAGE>


                             THE MEXICO FUND, INC.

                             1775 Eye Street, N.W.
                           Washington, DC 20006-2401

                            September 7, 2000

Dear Shareholder:

  The Board of Directors of The Mexico Fund, Inc. (the "Fund") continues to be
fully committed to acting in the best interests of the Fund's shareholders. As
announced by the Fund in a press release and letter to shareholders dated July
31, 2000, the Board has authorized the Fund to repurchase up to 10% of the
Fund's shares. The Fund's repurchases commenced on August 7, 2000.

  We are now writing to inform you of the upcoming special meeting of the
shareholders of the Fund to be held on October 16, 2000 (the "Meeting"). You
are being asked to vote on important proposals affecting the Fund at this
Meeting. The Board of Directors believes that these proposals are in the best
interests of the Fund and its shareholders, and recommends that you approve
all proposals presented for your consideration.

  None of these proposals, if adopted, will alter the closed-end structure of
the Fund or the listing of the Fund's shares on the New York Stock Exchange.

  At the Meeting, you will be asked to vote on the following proposals:

  1. A proposal to convert the Fund from a diversified to a non-diversified
     investment company;

  2. A proposal to adopt a policy that would permit the Fund to concentrate
     its investments (over 25% of the Fund's total assets) in a particular
     industry or group of industries based on the representation of that
     industry or group of industries on a relevant Mexican stock index; and

  3. A proposal to approve an amendment to the Fund's fundamental investment
     policy that would permit the Fund to invest in Mexican equity securities
     that trade on an established active securities market in addition to the
     Mexican Stock Exchange.

  Some key points about these proposals are described further below. In
addition, we encourage you to review the questions and answers included in the
proxy statement summary to help understand how the proposals will affect the
Fund and you as a shareholder of the Fund. The proposals are also described in
more detail in the full text of the proxy statement which you should read
before you vote.

  Since the inception of the Fund in 1981, the Mexican securities market has
changed substantially and Mexico has become a participant in the global
economy. The proposals that are the subject of this Proxy Statement would
provide the Fund with greater flexibility to respond to Mexico's involvement
in the globalized economy and the changing nature of the securities markets.
The Fund will maintain its closed-end format and will continue to seek long-
term capital appreciation through investment in securities of Mexican
companies.

Remember: If you have questions, please call us at 1-800-566-9061.

About Proposal 1

  The Fund was formed as a diversified closed-end investment management
company. This means that the Fund has to hold 75% of its total assets in cash,
Government securities, securities of other investment companies and other
securities consistent with the Fund's investment objective and policies. In
meeting that 75% requirement, the Fund cannot include securities of any issuer
that account for more than 5% of the Fund's total assets or 10% of the
issuer's outstanding voting securities. This policy limits the percentage of
its assets the Fund can invest in a single issuer.

  You are being asked to approve changing the classification of the Fund to a
non-diversified company so that the Fund may take larger positions in single
issuers if the Fund's investment adviser feels it may enhance investment
performance or considers it in the Fund's best interests. Although approval of
this policy will permit the Fund to invest a larger portion of its assets in
fewer issuers than it currently does, the Fund will nonetheless continue to be
diversified under the requirements of the Internal Revenue Code of 1986, as
amended. These requirements limit the positions the Fund can take in single
issuers with respect to 50% of the market value of the Fund's total assets.

                                       1
<PAGE>

  The ability to take larger positions in single issuers may increase the
performance of the Fund's portfolio when those issuers outperform the market
but can also result in a negative performance for the Fund against the market
if the issuers underperform the market.

About Proposal 2

  The Fund has a policy that it will not invest more than 25% of its total
assets in a particular industry or group of industries. You are being asked to
approve a policy that would allow the Fund to invest greater than 25% of its
total assets, or concentrate, in a particular industry or group of industries.
The policy would permit the Fund to concentrate its investments in an industry
or group of industries categorized on the Mexican Stock Exchange Index (or any
successor or comparable index chosen by the Board of Directors, and determined
to be an appropriate measure of the Mexican market) if, at the time of the
investment, an industry represents 20% or more of the Index; provided,
however, that the Fund will not exceed the Index concentration by more than
5%.

  If this proposal is adopted, the Fund could, using an index such as the
Price and Quotations Index (which consists of the 35 most actively traded
securities on the Mexican Stock Exchange in terms of value and volume, known
as the "IPC Index"), invest more than 25% of its total assets in an industry
which represents 20% or more of the IPC Index. The Fund could overweight by up
to 5% the representation on the IPC Index of the particular industry. For
example, if an industry represents 25% of the IPC Index, the Fund could invest
up to 30% of its total assets in securities of issuers classified in that
industry.

  Any index used by the Fund for purposes of this policy would be established
and maintained by a third party independent of, and unaffiliated with, the
Fund and its investment adviser, and would be widely recognized.

  Adoption of this policy would not require the Fund to concentrate its
investments in any particular industry or group of industries. As with
Proposal 1, it would increase the flexibility of the Fund to respond to
current and future market developments in Mexico.

About Proposal 3

  Proposal 3 changes the investment policy of the Fund to allow it to invest
in the equity securities of Mexican companies other than those listed on the
Mexican Stock Exchange. Historically, the most attractive investment
opportunities for the Fund have been the securities of issuers listed on the
Mexican Stock Exchange. However, with the globalization of the economy and of
the securities markets, the Fund's adviser anticipates that Mexican companies
may seek other means and/or exchanges for the sale of their securities. The
Fund's current investment policies do not permit it to purchase equity
securities other than those listed on the Mexican Stock Exchange.

  To provide the flexibility the Fund believes it needs for future
investments, Proposal 3 seeks your approval to permit the Fund to include as
possible investments the securities of (i) issuers organized under the laws
of, or with their principal office in, Mexico; (ii) issuers that derived 50%
or more of their total gross revenue in their most recently completed fiscal
year from goods produced in Mexico or sales made or services performed in
Mexico; and (iii) issuers that maintain 50% or more of their assets in Mexico.

  This proposal would also permit the Fund to retain securities of non-Mexican
companies which may have been received or held by the Fund as a result of an
acquisition or other transaction affecting a Mexican company whose securities
the Fund owns. The Fund could hold securities of non-Mexican issuers only as a
result of a corporate event involving a Mexican company whose securities were
owned by the Fund. The Fund would then have a reasonable period of time to
dispose of the securities in an orderly manner.

There is no guarantee that adoption of any of the above proposals will produce
enhanced investment performance.

                                     * * *


                                       2
<PAGE>


  Approval of each of these proposals will require the approval of the lesser
of (i) 67% or more of the Fund'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 (ii) more than 50% of the Fund's outstanding shares. This
means that if you abstain from voting or do not submit voting instructions to
your broker or allow your broker the discretion to vote, your shares will be
treated as having voted against the Proposals. So, please take a few minutes
to review this proxy statement and return your proxy card today. When
shareholders do not return their proxies, additional expenses are incurred to
pay for follow-up mailings and telephone calls. The proposals that are the
subject of the enclosed proxy statement are separate from the Fund's stock
repurchase program mentioned at the beginning of this letter.

  If you have any questions regarding the proposals to be voted on or need
assistance in completing your proxy card, please contact the Fund's
representatives at 1-800-566-9061. Thank you for investing with us and for
your continuing support.

                             Sincerely,

<TABLE>
<S>                                             <C>

/s/ Jose Luis Gomez Pimienta                    /s/ Juan Gallardo T.
Jose Luis Gomez Pimienta                        Juan Gallardo T.,
President                                       Chairman of the Board of
                                                Directors
</TABLE>



                                       3
<PAGE>


                             THE MEXICO FUND, INC.

                             1775 Eye Street, N.W.
                           Washington, DC 20006-2401

                   Notice of Special Meeting of Shareholders

                               October 16, 2000

  NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the
"Meeting") of The Mexico Fund, Inc. (the "Fund") will be held at 30
Rockefeller Plaza, 23rd Floor, New York, New York, 10112 on October 16, 2000
at 2:00 P.M. for the following purposes:

  (1) To convert the Fund from a diversified to a non-diversified investment
      company;

  (2) To adopt a policy to permit the Fund to concentrate its investments
      (over 25% of the Fund's total assets) in a particular industry or group
      of industries based on the representation of that industry or group of
      industries on a relevant Mexican stock index; and

  (3) To approve an amendment to the Fund's fundamental investment policy
      that would permit the Fund to invest in Mexican equity securities that
      trade on an established active securities market in addition to the
      Mexican Stock Exchange.

  The Board of Directors has fixed the close of business on August 29, 2000 as
the record date for the determination of shareholders entitled to notice of,
and to vote at, the Meeting or any adjournment thereof, and only holders of
record of shares at the close of business on that date are entitled to notice
of, and to vote at, the Meeting and any adjournment thereof.

  You are cordially invited to attend the Meeting. All shareholders are
requested to complete, date and sign the enclosed form of proxy and return it
promptly in the envelope provided for that purpose. The enclosed proxy is
being solicited on behalf of the Board of Directors of the Fund.

                                          By Order of the Board of Directors,

                                          Samuel Garcia Cuellar
                                          Secretary

New York, New York

Dated: September 7, 2000


 PLEASE RESPOND -- YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO
 ATTEND THE MEETING, PLEASE FILL IN, SIGN AND MAIL THE PROXY IN THE MANNER
 PROVIDED. IF YOU HOLD YOUR SHARES IN STREET NAME, YOU MAY VOTE YOUR SHARES
 BY TELEPHONE OR BY INTERNET. IT IS IMPORTANT THAT YOU RETURN YOUR PROXY AS
 SOON AS POSSIBLE TO ASSURE THAT YOUR PROXY WILL BE VOTED AND TO AVOID ANY
 ADDITIONAL EXPENSE TO THE FUND OF FURTHER SOLICITATION.

<PAGE>

                            PROXY STATEMENT SUMMARY

  The following is a brief summary of the proposals to be considered at the
Meeting. The information below is qualified in its entirety by the more
detailed information contained elsewhere in this proxy statement. Accordingly,
please read all the enclosed proxy materials before voting.

                                     Q & A

Q. When will the Meeting be held? Who is eligible to vote?

A. The Meeting will be held on October 16, 2000 at 2:00 p.m. at 30 Rockefeller
   Plaza, 23rd Floor, New York, New York 10112. Please note that this will be
   a business meeting only. There will be no presentations about the Fund. The
   record date for the Meeting is the close of business on August 29, 2000.
   Only shareholders who own shares at that time are entitled to vote at the
   Meeting.

Q. What is being voted on at the Meeting?

A. Your Board of Directors is recommending that shareholders consider the
   following proposals:

  Proposal

  1. To convert the Fund from a diversified to a non-diversified investment
     company;

  2. To adopt a policy to permit the Fund to concentrate its investments
     (over 25% of the Fund's total assets) in a particular industry or group
     of industries based on the representation of that industry or group of
     industries on a relevant Mexican stock index; and

  3. To approve an amendment to the Fund's fundamental investment policy that
     would permit the Fund to invest in Mexican equity securities that trade
     on an established active securities market in addition to the Mexican
     Stock Exchange.

Q. How do the Directors recommend that I vote on these proposals?

A. The Directors recommend that you vote "FOR" each proposal.

Q. Why is the Fund changing its investment policies?

A. Since the Fund was organized almost twenty years ago, its investment
   objective has been long-term capital appreciation through investment in
   securities, primarily equity, listed on the Mexican Stock Exchange. The
   Fund's policies have remained virtually the same since the Fund was
   organized. However, the Mexican economy and the securities markets in
   Mexico have changed over time and are likely to evolve further in response
   to the globalization of Mexico through free trade agreements and
   modernization. We are seeking your approval of the proposals so that the
   Fund will have the flexibility to adapt to the future of the Mexican
   economy and securities markets.

Q. What risks are there in approving the proposals?

A. Every fund has investment risks. The proposals would permit the Fund to
   invest more of its assets in a single Mexican company and would allow the
   Fund to invest more of its assets in a single industry or group of
   industries. If the Fund does invest a larger percentage of its assets in a
   single company or industry or group of industries, an event affecting that
   company or industry will have a greater impact on the Fund. This can mean
   that the Fund may underperform the market if the industry or company
   underperforms but can also signify the Fund may outperform the market if
   the company or industry outperforms.
<PAGE>

Q. Will this change the Fund's focus on investing in Mexico?

A. No. If you approve the proposals, the Fund's investment objective will
   still be long-term capital appreciation through investment in Mexican
   equity securities. Adoption of the proposals will broaden the types of
   Mexican companies the Fund may invest in beyond only those listed on the
   Mexican Stock Exchange. Adoption of the proposals will allow the Fund to
   invest in Mexican companies that may have chosen other exchanges or markets
   in which to sell their shares. The proposals will allow the Fund to
   concentrate its investments in certain industries to the extent an industry
   or group of industries represents 20% or more of an index that is an
   appropriate measure of the Mexican market and the proposals will allow the
   Fund to take a larger interest in single Mexican companies if the
   Investment Adviser believes that the investment presents the best
   opportunity for growth. The proposals treat Mexican companies as companies
   which are organized in Mexico or have their main office in Mexico;
   companies that earn 50% or more of their total gross revenue in the last
   year from goods produced in Mexico or services performed in Mexico; or
   companies that have 50% or more of their assets in Mexico.

Q. Will adoption of the proposals change the closed-end structure of the Fund
   or affect its listing on the New York Stock Exchange?

A. No. The Fund will maintain its closed-end format and its shares will
   continue to be listed on the New York Stock Exchange.

Q. Are these proposals related to or part of the recent repurchase program
   announced by the Fund?

A. No. The Board of Directors of the Fund announced on July 31, 2000 that it
   had approved the repurchase of Fund shares by the Fund up to ten percent of
   the Fund's shares. The repurchases started on August 7, 2000. These
   proposals are separate from the Fund's repurchase program and whether or
   not approved, will not affect the repurchase program.

Q. When will the proposals take effect if approved?

A. The proposed changes to the Fund's investment policies will be effective
   immediately although the Fund's investment adviser may choose not to
   immediately change the Fund's investment portfolio. The proposals are meant
   to give the Investment Adviser further discretion to make investments it
   believes present the best opportunities for achieving the Fund's investment
   objective of long-term capital appreciation.

Q. Who is asking for my vote?

A. The Board of Directors is asking you to sign and return the enclosed proxy
   so your votes can be cast at the Meeting. If the Meeting is adjourned,
   these proxies will also be voted at the reconvened meeting.

Q. How do I vote my shares?

A. It is simple to vote your shares. You can vote by mail. If you hold your
   shares through your broker, you can vote your shares by telephone or by the
   internet. To vote by mail, sign and send us the enclosed proxy voting card
   in the envelope provided. To vote by telephone or internet, follow the
   instructions on your proxy card. If you have any questions about voting,
   please call 1-800-566-9061.

Q. If I send my proxy in now as requested, can I change my vote later?

A. A proxy can be revoked at any time prior to the Meeting by writing to us,
   by sending us another proxy, or by attending the Meeting and voting in
   person. Even if you plan to attend the Meeting and vote in person, we ask
   that you return the enclosed proxy. Doing so will help us ensure that an
   adequate number of shares are present at the Meeting and avoid further
   solicitation costs and possible adjournment of the Meeting.
<PAGE>

                                PROXY STATEMENT

                             THE MEXICO FUND, INC.

                             1775 Eye Street, N.W.
                           Washington, DC 20006-2401

                               ----------------

                        Special Meeting of Shareholders

                               October 16, 2000

                               ----------------

                                 INTRODUCTION

  This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of The Mexico Fund, Inc. (the
"Fund"), a Maryland corporation, to be voted at the Special Meeting of
Shareholders of the Fund (the "Meeting") to be held at 30 Rockefeller Plaza,
23rd Floor, New York, New York, 10112 on October 16, 2000 at 2:00 P.M. and at
any adjournment thereof. The approximate mailing date of this Proxy Statement
is September 7, 2000. The report for the fiscal year ended October 31, 1999,
including financial statements, and the unaudited semi-annual report dated
April 30, 2000 may be obtained free of charge by contacting Jeff Farwell at 1-
800-224-4134 and are also available on the Fund's website at
www.themexicofund.com.

  All properly executed proxies received prior to the Meeting will be voted at
the Meeting in accordance with the instructions marked on the proxies. Unless
instructions to the contrary are marked thereon with respect to Proposals 1, 2
and 3 a proxy will be voted FOR the proposals stated in the accompanying
Notice of Meeting.

  For purposes of determining the presence of a quorum for transacting
business at the Meeting, abstentions and broker non-votes (that is, proxies
from brokers or nominees indicating that such persons have not received
instructions from the beneficial owner or other persons entitled to vote
shares on a particular matter with respect to which the brokers or nominees do
not have discretionary power) will be treated as shares that are present but
which have not been voted. Abstentions and broker non-votes will have the
effect of a vote against Proposals 1, 2, and 3. Accordingly, shareholders are
urged to forward their voting instructions promptly.

  Adoption of each of the Proposals will require the approval of the lesser
of: (i) 67% or more of the Fund'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 (ii) more than 50% of the Fund's outstanding shares.

  Any shareholder giving a proxy has the right to attend the Meeting to vote
his shares in person (thereby revoking any prior proxy) and also the right to
revoke the proxy at any time by written notice received by the Fund prior to
its exercise.

  In the event that the necessary quorum to transact business at the Meeting
is not obtained or a quorum is present at the Meeting but sufficient votes to
approve any of the proposals are not received, the proxy holders may propose
one or more adjournments of the Meeting to permit further solicitation of
proxies. Any adjournment will require the affirmative vote of a majority of
those shares present at the Meeting in person or by proxy. If the necessary
quorum is not obtained, the persons named as proxies will vote in favor of the
adjournment. If a quorum is present, the proxy holders will vote proxies which
vote for any proposal with respect to which insufficient votes for approval
have been received in favor of such an adjournment and will vote those proxies
required to be voted against such a proposal to be voted on at such
adjournment, against adjournment. A shareholder vote may be taken on one or
more of the proposals in this Proxy Statement prior to any adjournment if
sufficient votes have been received for approval.
<PAGE>


  The Board of Directors has fixed the close of business on August 29, 2000 as
the record date for the determination of shareholders entitled to notice of,
and to vote at, the Meeting and at any adjournment thereof. Shareholders on
the record date will be entitled to one vote for each share held. As of August
29, 2000, the Fund had outstanding 49,487,725 shares of common stock, par
value $1.00 per share.

                RESTRUCTURING OF THE FUND'S INVESTMENT POLICIES

  The Fund's investment objective and policies have remained largely unchanged
since the Fund's inception in 1981. During this time, however, the business
environment in Mexico has evolved. Accordingly, the Board of Directors of the
Fund (the "Board") and Impulsora del Fondo Mexico, S.A. de C.V., the Fund's
investment adviser (the "Investment Adviser"), are recommending adjustments to
the Fund's investment policies which they believe could improve the Fund's
ability to adapt to the new business environment that has emerged in Mexico
and could enhance shareholder value. The Investment Adviser believes that this
new business environment has and will continue to affect the performance of
many of the most important Mexican companies, including those companies listed
on the Mexican Stock Exchange.

  The Fund is currently a diversified closed-end management investment company
with the fundamental investment objective of long-term capital appreciation
through investment in securities, primarily equity, listed on the Mexican
Stock Exchange. As set forth in more detail below, it is proposed that the
shareholders approve the following revisions to the Fund's investment
policies:

  (1) the conversion of the Fund from a diversified to a non-diversified
      investment company;

  (2) the adoption of a policy to permit the Fund to concentrate (over 25% of
      the Fund's total assets) its investments in a particular industry or
      group of industries based on the representation of that industry or
      group of industries on a relevant Mexican stock index; and

  (3) the approval of an amendment to the Fund's fundamental investment
      policy that would permit the Fund to invest in Mexican equity
      securities that trade on an established active securities market in
      addition to the Mexican Stock Exchange.

  These proposals are discussed in detail below. The Fund will continue as a
closed-end fund with its shares listed on the New York Stock Exchange. The
Fund will also continue to adhere to its investment objective of long-term
capital appreciation following the implementation of the Proposals.

  PROPOSAL 1: APPROVAL OF A CHANGE TO THE FUND'S SUB-CLASSIFICATION UNDER THE
INVESTMENT COMPANY ACT OF 1940 FROM A DIVERSIFIED COMPANY TO A NON-DIVERSIFIED
                                    COMPANY

  The Board has adopted, subject to shareholder approval, the recommendation
of the Investment Adviser that the Fund's sub-classification be changed from
"diversified" to "non-diversified." The Fund is currently sub-classified as a
"diversified company" under Section 5(b) of the Investment Company Act of 1940
(the "1940 Act"). As a "diversified company," the Fund must have at least 75%
of the value of its total assets in cash and cash items (including
receivables), Government securities, securities of other investment companies,
and other securities (the "75% basket"). For purposes of the 75% basket, the
Fund cannot count securities of a single issuer that account for more than 5%
of the Fund's total assets or that constitute more than 10% of that issuer's
outstanding voting securities. An exception is made from these requirements
with respect to a fund's existing investment in an issuer that exceeds the
above percentage limits for reasons other than the purchase of the issuer's
securities, such as market appreciation of the issuer's securities or changes
in a fund's asset level.

  For example, if the Fund's portfolio includes a security that represents 6%
of the Fund's total assets as a result of a purchase of that security, that
position would be excluded from the Fund's 75% basket. In addition, if shares
of a security held by the Fund constitute more than 10% of an issuer's
outstanding voting securities as a result of a purchase of that security, that
position would likewise be excluded from the 75% basket. The diversification
restrictions are designed to prevent funds that hold themselves out as
diversified from being tied too closely to the success of one or a few
issuers. In addition, the restrictions are designed to prevent such funds from
controlling portfolio companies.
<PAGE>

  The Board recommends that the shareholders approve the Proposal to change
the Fund's sub-classification under Section 5(b) from "diversified" to "non-
diversified." As a non-diversified company, the Fund would no longer be
subject to the 75% basket described above. This change would allow the Fund
greater flexibility to hold larger positions in certain portfolio companies,
and to make additional investments in portfolio companies once the Fund's
position in a company exceeded 5% of the Fund's total assets or 10% of that
company's outstanding voting securities. The Investment Adviser believes that
this increased flexibility may benefit the Fund's investment performance by
permitting the Fund to take positions in certain issuers beyond that currently
permitted under the Fund's diversification policy if the Investment Adviser
believes that such investments present the best opportunities for growth.
However, there can be no assurance that the change in the Fund's sub-
classification to "non-diversified" will result in enhanced investment
performance.

  If the shareholders approve the proposal to change the Fund's sub-
classification to "non-diversified", the Fund will no longer be required to
comply with the diversification standards of the 1940 Act outlined above.
However, the Fund intends to continue to adhere to the diversification and
other requirements of the Internal Revenue Code of 1986, as amended (the
"Code"), applicable to regulated investment companies so that the Fund will
not be subject to U.S. federal income taxes on its net investment income. This
means that the Fund must diversify its portfolio holdings so that at the end
of each quarter of the Fund's fiscal year at least 50% of the market value of
the Fund's total assets is represented by cash and cash items, U.S. Government
securities, the securities of other regulated investment companies and other
securities, with Fund ownership of such other securities of any one issuer
limited for purposes of this calculation to an amount not greater than 5% of
the market value of the Fund's total assets and 10% of the outstanding voting
securities of the issuer. The Fund also cannot have more than 25% of the
market value of its total assets invested in the securities of any one issuer
(other than U.S. Government securities or the securities of other regulated
investment companies) at the end of each quarter of the Fund's fiscal year.
Although the Fund will be subject to the diversification standards imposed by
the Code, a change in the Fund's sub-classification to a non-diversified
investment company will permit the Fund to invest a larger portion of its
assets in fewer issuers than is now the case.

  While investing a larger portion of the Fund's assets in fewer issuers may
prove beneficial when such companies outperform the market, larger investments
in fewer issuers will also magnify any negative performance by such portfolio
companies. In general, the Fund's net asset value may become more volatile.
However, the Investment Adviser believes these additional risks are outweighed
by the potential for improved performance.

 THE BOARD RECOMMENDS THAT THE SHAREHOLDERS OF THE FUND VOTE IN FAVOR OF THIS
                                   PROPOSAL.

          PROPOSAL 2: AMENDMENT TO THE FUND'S POLICY ON CONCENTRATION

  The Board has approved and recommends the adoption by shareholders of an
amendment to the Fund's policy on concentration. Under current regulatory
standards, a registered investment company such as the Fund is considered to
be concentrated if it invests more than 25% of its assets in issuers
categorized in the same industry. Currently, the Fund has a policy not to
concentrate its investments in a particular industry or group of industries.
The Proposal is to amend the Fund's concentration policy as follows to allow a
degree of concentration:

    The Fund 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 Fund will not
    exceed the Index concentration by more than 5%.

  The Investment Adviser believes that the proposal to permit (but not
require) it to invest more than 25% of its total assets in Mexican equity
securities of issuers whose business can be classified in any one industry
within the Price and Quotations Index or "Indice de Precios y Cotizaciones"
("IPC Index") if, at the time of investment, that industry represents 20% or
more of the IPC Index, would give the Investment Adviser useful
<PAGE>


flexibility to manage the Fund's portfolio by reference to the relative
weightings of the Mexican Stock Exchange industries within the IPC Index.
Pursuant to the new policy on concentration, the Fund could overweight by up
to 5% the weighting of any industry that represents 20% or more of the IPC
Index.

  At present the IPC Index, one of the Mexican Stock Exchange's stock indices,
is considered the broadest indicator of the overall performance of the Mexican
Stock Exchange, as reflected in the change in price of a balanced, weighted
selection (or sampling) of shares that are representative of all the shares
listed on the Mexican Stock Exchange. The IPC Index is referred to by many
investors and analysts as the benchmark against which the Fund's performance
should be measured. The sample used to calculate the IPC Index is made up of
classes of securities of issuers from various sectors of the Mexican economy,
and it is reviewed twice a year by the Mexican Stock Exchange. If an issuer no
longer conforms to the selection criteria, it is replaced by another one that
does.

  The IPC Index is currently comprised of the 35 most actively traded listed
series (or classes) of securities on the Mexican Stock Exchange in terms of
value and volume. The procedure used by the Mexican Stock Exchange to select
the IPC Index sample begins with a marketability index, which in turn is
calculated by examining a stock's performance in the last six months in terms
of the following variables: value traded; number of shares traded; number of
trades; and the representative value traded by transaction. The market
capitalization of the series of securities of the issuers is the weighing
factor in the IPC Index. Although the Fund is not an index fund which seeks to
replicate the IPC Index, if it cannot at least match or slightly overweight
industries in the IPC Index, the Fund's inability to concentrate in leading
industries may negatively impact the Fund's performance.

  As of the date of this Proxy Statement, the only industry group which
represents 20% or more of the value of the securities included in the IPC
Index is the communications industry group. This industry category includes
local, long-distance, and cellular telephone companies, as well as broadcast
and media companies. The Fund may choose to concentrate in this industry group
in the future. Approximately four-fifths of this industry group are
telecommunications companies. The only local and long-distance telephone
company existing in Mexico at the time was privatized in 1990. The cellular
segment of the communications industry is now a part of the private sector as
well and has several competing companies.

  There are risks associated with investing in the communications industry in
Mexico. Although issuers within this industry group whose shares trade on the
Mexican Stock Exchange represent a valuable portion of the total
capitalization of the Mexican Stock Exchange, this industry group may be more
susceptible to effects caused by changes in the economic climate, overall
market volatility, or regulatory environment. The telecommunications segment
is now open to competition and new competitors include international
companies. The broadcast and media segment is subject to comparable risks,
including domestic and international competition, and changes in the economic
climate, overall market volatility, or regulatory environment. While the
issuers that represent this industry group in Mexico, and especially those in
the telecommunications segment, have recently experienced substantial
appreciation, there can be no assurance that this trend will continue.

  While it should be recognized that concentration in one or more industries
can expose the Fund to greater risk should those industries underperform, the
Investment Adviser is of the view that it is important to have the flexibility
to choose to concentrate in those industries that from time to time represent
20% or more of a relevant Mexican index. Moreover, consistent with the Code
diversification requirements applicable to the Fund discussed previously in
Proposal 1, the Fund will be subject to the limitation imposed by the Code
that not more than 25% of the market value of the Fund's total assets be
invested in the securities of any one issuer (other than U.S. Government
securities or the securities of other regulated investment companies).

  For purposes of compliance with the new concentration policy, and assuming
Proposal 3 is approved by shareholders, were the Fund to invest in a security
of a Mexican company which traded on another established stock exchange or
stock market, the Fund would rely on the industry classification of the issuer
as determined by
<PAGE>


such exchange or market, provided that the Mexican Stock Exchange had
established a corresponding industry category. If the industry classification
provided by such exchange or market does not correspond to an industry
category established by the Mexican Stock Exchange, or the security is not
listed or traded on an exchange or market that provides industry
classifications or categories, the Board will place the security in a Mexican
Stock Exchange category that it deems most appropriate in light of the
industry in which the issuer is engaged.

  Any index used by the Fund for purposes of this policy would be established
and maintained by a third party independent of, and unaffiliated with, the
Fund and its investment adviser, and would be widely recognized.

  In making the recommendation, the Board is aware that the Staff of the
Securities and Exchange Commission ("SEC") has suggested that a concentration
policy which allows a fund to concentrate in particular industries "without
limitation if deemed advisable and in the best interests of shareholders" is
contrary to certain provisions of the 1940 Act. It is the Board's position
that the policy that is the subject of this proposal provides a sufficient
objective standard for shareholders to evaluate the policy and determine
whether to invest in the Fund.

  Disclosure will be provided in the Fund's quarterly reports regarding
whether the Fund is currently concentrating in a particular industry, along
with information as to industry concentrations on the IPC Index.

 THE BOARD RECOMMENDS THAT THE SHAREHOLDERS OF THE FUND VOTE IN FAVOR OF THIS
                                   PROPOSAL.

   PROPOSAL 3: APPROVAL OF AN AMENDMENT TO THE FUND'S FUNDAMENTAL INVESTMENT
                                    POLICY

  The Fund's fundamental investment policy restricts the Fund to investment
only in equity securities listed on the Mexican Stock Exchange. To date, this
policy has not been a significant restraint on the investment discretion of
the Investment Adviser, because most of the major Mexican companies are listed
on the Mexican Stock Exchange. However, the Investment Adviser believes that
the Mexican Stock Exchange listing requirement may act as an unnecessary
impediment to the pursuit of the Fund's investment objective in the future.

  For example, the Investment Adviser is currently aware of recently organized
Mexican companies in the "new economy" (i.e., technology companies) seeking to
finance their organization or expansion via the Nasdaq market, without seeking
to list on the Mexican Stock Exchange. Further, it is possible that in the
future Mexico may follow the lead of the United States and other markets in
the development of "ECNs", or electronic communications networks. Many issuers
believe that ECNs or other forms of non-traditional electronic markets may be
a more efficient marketplace for their securities than traditional stock
exchanges. Moreover, the globalization of the Mexican economy may prompt
established Mexican companies in traditional sectors to seek listings on other
exchanges or markets, either in addition to, or in place of, their listing on
the Mexican Stock Exchange. The current fundamental investment policy of the
Fund would not permit the Fund to participate in securities listed on such
other exchanges or traded in such other markets. This could deprive the Fund
of important investment opportunities as well as access to potentially more
efficient marketplaces.

  Since its inception the Fund has provided investors a professionally managed
vehicle for investment in Mexican companies. The Board believes that the Fund
needs to be in a position to continue this tradition. Accordingly, in light of
the rapid globalization of securities markets, the Board believes that the
Fund's policy limiting investments to securities listed on the Mexican Stock
Exchange may be an artificial barrier to the pursuit of the Fund's investment
objective in the future.

  To provide it with flexibitly to respond to future developments in the
Mexican marketplace, the Fund wishes to adopt the following fundamental
investment policy:

    The Fund's investment objective is long-term capital
    appreciation through investment primarily in Mexican equity
    securities. Mexican equity securities include equity securities,
    or securities convertible into equity securities, of: (i)
    issuers organized under the laws of, or with their principal
    office in, Mexico; (ii) issuers that derived 50% or more of
    their total gross revenue in their most recently completed
    fiscal year from goods produced in Mexico
<PAGE>

    or sales made or services performed in Mexico; and (iii) issuers
    that maintain 50% or more of their assets in Mexico.

  If this Proposal is adopted, the Fund intends to implement the policy by
investing in Mexican equity securities that trade on an established active
securities market and which have sufficient liquidity in the opinion of the
Investment Adviser. The Fund intends to remain primarily (at least 65% of the
Fund's total assets) invested in securities that are listed on the Mexican
Stock Exchange. Shareholders will be notified of any change in this outlook.

  Related to this Proposal, and as a result of the increased globalization of
the Mexican economy, from time to time Mexican companies, including those in
which the Fund invests, may be acquired by non-Mexican companies. As a result,
investors in an acquired Mexican company may find themselves owning shares of
the non-Mexican acquiring company. Read literally, the Fund's fundamental
investment policy, as proposed to be amended, does not permit the Fund to hold
securities of non-Mexican companies, and therefore, in the acquisition
scenario just described, the Fund may be forced to sell the securities of the
acquired Mexican company prior to the time of the acquisition transaction,
possibly under less than optimal conditions. Accordingly, the Board intends to
interpret the Fund's fundamental investment policy, as proposed to be amended,
to permit the Fund to hold securities of non-Mexican companies so long as the
securities were acquired by the Fund as the result of a corporate event
involving securities of a Mexican company that was held by the Fund. The Board
believes that under normal circumstances the Investment Adviser should have a
period of up to six months from the date of the corporate event to dispose of
the securities of the non-Mexican company. The Board believes that the six-
month period should allow the Investment Adviser sufficient time to dispose of
the security in an orderly fashion consistent with the best interests of Fund
shareholders, while still adhering to the spirit of the Fund's fundamental
investment policy.

  Approval of this proposal will not necessarily result in the Fund investing
in any company not listed on the Mexican Stock Exchange; it will provide the
flexibility for the Investment Adviser in its discretion to make such an
investment for the Fund should it determine such an investment is consistent
with the Fund's investment objective.

 THE BOARD RECOMMENDS THAT THE SHAREHOLDERS OF THE FUND VOTE IN FAVOR OF THIS
                                   PROPOSAL.

                            ADDITIONAL INFORMATION

Beneficial Ownership of Certain Shareholders, Directors and Executive Officers

  To the best of the Fund's knowledge based on filings made with the
Securities and Exchange Commission, as of July 31, 2000, the following
shareholders are beneficial owners of five percent or more of the Fund's
outstanding shares as of July 31, 2000:
<TABLE>
<CAPTION>
                                                Number of  Shares Percentage of
                                                  Beneficially     Outstanding
                  Name and Address                    Owned          Shares
      ----------------------------------------  ----------------- -------------
      <S>                                       <C>               <C>
      President and Fellows of Harvard College
       600 Atlantic Avenue
       Boston, MA 02210.......................      8,287,100         16.3%
      The State Teachers Retirement Board of
       Ohio
       275 East Broad Street
       Columbus, Ohio 43215...................      2,890,561          5.7%
      City of London Investment Group PLC
       10 Eastcheap
       London EC3M ILX England................      2,850,456          5.6%
      Mira, L.P.
       One Chase Manhattan Plaza
       42nd Floor
       New York, NY 10005.....................      2,559,200          5.0%
</TABLE>

<PAGE>

  As of July 31, 2000, the directors and officers of the Fund listed below
were the beneficial owners of the number of shares indicated in the table
below:
<TABLE>
<CAPTION>
                                                       Shares of Common Stock
                                                     Beneficially Owned and % of
                                                          Total Outstanding
                           Name                          on July 31, 2000(1)
      ---------------------------------------------- ---------------------------
      <S>                                            <C>
      Philip Caldwell++.............................            3,070
      Juan Gallardo T.++............................            5,000
      Claudio X. Gonzalez++.........................            7,000
      Jose Luis Gomez Pimienta*.....................            6,226
      Robert L. Knauss++............................            1,874
      Agustin Santamarina V.++......................            2,200
      Jaime Serra Puche++...........................            1,270
</TABLE>
--------
(1) The information as to beneficial ownership is based on statements
    furnished to the Fund by the Directors. All shares listed in this table
    are owned with sole voting and investment power, and in the aggregate
    represent less than 1/10 of 1% of the total shares outstanding of common
    stock as of July 31, 2000.
++ Audit Committee, Contract Review Committee, and Nominating and Corporate
   Governance Committee member.
*  Director is an "interested person" (as defined in the 1940 Act ("interested
   director")). Mr. Gomez Pimienta is deemed to be an interested director by
   reason of his affiliation with the Fund's investment adviser, Impulsora del
   Fondo Mexico, S.A. de C.V.

Investment Advisory and Administrative Services

  The Adviser. Impulsora del Fondo Mexico, S.A. de C.V. (the "Adviser"), 77
Aristoteles Street, 3rd Floor, Polanco, 11560 Mexico D.F., Mexico has served
as the investment adviser of the Fund from the time the Fund was established
in 1981.

  Pursuant to an Administrative Services Agreement, effective April 1, 1994,
the Adviser also provides certain administrative services to the Fund which
were previously performed by the Fund's Trustee, including the determination
and publication of the net asset value of the Fund, the provision of
assistance to the Fund to enable the Fund to maintain its books and records in
accordance with applicable United States and Mexican law and the provision of
assistance to the Fund's auditors in the preparation and filing of tax reports
and returns.

The Fund has no underwriter.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

  Section 16(a) of the Securities Exchange Act of 1934, as amended, and
Section 30(h) of the 1940 Act require the Fund's officers and Directors,
Adviser, affiliates of the Adviser, and persons who beneficially own more than
ten percent of a registered class of the Fund's securities ("Reporting
Persons"), to file reports of ownership of the Fund's securities and changes
in ownership with the Securities and Exchange Commission and the New York
Stock Exchange. Reporting Persons are also required by such regulations to
furnish the Fund with copies of all Section 16(a) forms they file.

  Based solely on its review of the copies of such forms received by it and
written representations of certain Reporting Persons, the Fund believes that
during fiscal year 1999, its Reporting Persons complied with all applicable
filing requirements with the exception of Form 3s which were filed late for
Messrs. Jose Raymundo Cobo Leon de Guevara (as a director of Adviser), Ernesto
Vega Navarro (as an alternate director of the Adviser), and Jaime Gonzalez
Remis (as an alternate director of the Adviser).

                                   EXPENSES

  The expense of preparation, printing and mailing of the enclosed form of
proxy and accompanying Notice and Proxy Statement will be borne by the Fund.
The Fund will reimburse banks, brokers and others for their reasonable
expenses in forwarding proxy solicitation material to the beneficial owners of
the shares of the Fund.
<PAGE>

                      SOLICITATION AND VOTING OF PROXIES

  In order to obtain the necessary quorum and shareholder participation at the
Meeting, supplementary solicitation may be made by mail, telephone, telegraph
or personal interview by officers or agents of the Fund. The Fund may utilize
the services of its Information Agent, Morrow & Co., Inc. ("Information
Agent") to assist in the solicitation of proxies. The estimated costs of the
Information Agent's services to the Fund in connection with the Meeting and
solicitation of proxies is $20,000.

  As the date of the Meeting approaches, certain shareholders of the Fund may
receive a call from a representative of the Information Agent if the Fund has
not yet received their vote. Authorization to permit the Information Agent to
execute proxies may be obtained by telephonic or electronically transmitted
instructions from shareholders of the Fund. Management of the Fund believes
that these procedures are reasonably designed to ensure that the identity of
the shareholder casting the vote is accurately determined and that the voting
instructions of the shareholder are accurately determined.

  In all cases where a telephonic proxy is solicited, the representative of
the Information Agent is required to ask the shareholder for such
shareholder's full name, address, social security or employer identification
number, title (if the person giving the proxy is authorized to act on behalf
of an entity, such as a corporation), the number of shares owned and to
confirm that the shareholder has received the Proxy Statement in the mail. If
the information solicited agrees with the information provided to the
Information Agent by the Fund, then the Information Agent representative has
the responsibility to explain the process, read the Proposals, and ask for the
shareholder's instructions on each Proposal. The Information Agent
representative, although he or she is permitted to answer questions about the
process, is not permitted to recommend to the shareholder how to vote, other
than to read any recommendation set forth in the Proxy Statement. The
Information Agent will record the shareholder's instructions on the card.
Within 72 hours, the Information Agent will send the shareholder a letter or
mailgram to confirm the shareholder's vote and asking the shareholder to call
the Information Agent immediately if the shareholder's instructions are not
correctly reflected in the confirmation.

  If a shareholder wishes to participate in the Meeting, but does not wish to
give a proxy by telephone, such shareholder may still submit the proxy card
originally sent with the Proxy Statement or attend in person. Any proxy given
by a shareholder, whether in writing or by telephone, is revocable. A
shareholder may revoke the accompanying proxy or a proxy given telephonically
at any time prior to its use by filing with the Fund a written revocation or
duly executed proxy bearing a later date. In addition, any shareholder who
attends the Meeting in person may vote by ballot at the Meeting, thereby
canceling any proxy previously given.

                                 VOTE REQUIRED

  Adoption of each of the Proposals will require the approval of the lesser
of: (i) 67% or more of the Fund'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 (ii) more than 50% of the Fund's outstanding shares.

                             SHAREHOLDER PROPOSALS

  The deadline for submitting proposals to be included with the Fund's proxy
materials for the 2001 Annual Meeting of Shareholders of the Fund was August
29, 2000. Shareholders wishing to present proposals at the 2001 Annual Meeting
of Shareholders of the Fund which would not be included in the Fund's proxy
materials should send written notice to the Secretary of the Fund of such
proposals by November 27, 2000, but no earlier than October 27, 2000, in the
form prescribed in the Fund's By-Laws.

                               ----------------

<PAGE>

  SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WHO WISH TO
HAVE THEIR SHARES VOTED ARE REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY CARD
AND RETURN IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN
THE UNITED STATES.

                                          By Order of the Board of Directors,

                                          Samuel Garcia Cuellar
                                          Secretary

Dated: September 7, 2000
<PAGE>

                      SPECIAL MEETING OF SHAREHOLDERS of

                             THE MEXICO FUND, INC.

                           Monday, October 16, 2000

                           -------------------------
                           PROXY VOTING INSTRUCTIONS
                           -------------------------

TO VOTE BY MAIL
---------------
Please date, sign and mail your proxy card in the envelope provided as soon as
possible.

TO VOTE BY TELEPHONE (TOUCH-TONE PHONE ONLY)
--------------------------------------------
Please call toll-free 1-800-PROXIES and follow the instructions. Have your
control number and the proxy card available when you call.

TO VOTE BY INTERNET
-------------------
Please access the web page at "www.voteproxy.com" and follow the on-screen
instructions. Have your control number available when you access the web page.



YOUR CONTROL NUMBER IS                             [_________]



                Please Detach and Mail in the Envelope Provided
--------------------------------------------------------------------------------

A [X] Please mark your votes as in this example.


   The Board of Directors of the Fund recommends that Shareholders vote FOR
                        each of the following proposals.


                                                         FOR  AGAINST ABSTAIN
1. Conversion of the Fund from a diversified to          [_]    [_]     [_]
   non-diversified investment company.

2. Adoption of policy permitting Fund to concentrate     [_]    [_]     [_]
   investments (over 25% of the Fund's total assets)
   in a particular industry or group of
   industries based on representation of that
   industry or group of industries on a relevant
   Mexican index.

3. Approval of amendment to Fund's fundamental           [_]    [_]     [_]
   investment policy that would permit Fund to
   invest in Mexican equity securities that trade
   on an established active securities market in
   addition to the Mexican Stock Exchange.





SIGNATURE(S)                                         DATED
            ----------------------------------------       --------------------
Note:  Please sign, date and return promptly. Signature(s) should be exactly as
       name or names appear on proxy. If shares are held jointly, each holder
       should sign. If signing as attorney, executor, administrator, trustee or
       guardian, please give full name.



<PAGE>







                        Please date, sign and mail your
                     proxy card back as soon as possible!


                       Special Meeting of Shareholders
                             THE MEXICO FUND, INC.

                               October 16, 2000







                Please Detach and Mail in the Envelope Provided
--------------------------------------------------------------------------------

A [X] Please mark your votes as in this example.


   The Board of Directors of the Fund recommends that Shareholders vote FOR
                        each of the following proposals


                                                         FOR  AGAINST ABSTAIN
1. Conversion of the fund from a diversified to          [_]    [_]     [_]
   non-diversified investment company.

2. Adoption of policy permitting Fund to concentrate     [_]    [_]     [_]
   investments (over 25% of the Fund's total assets)
   in a particular industry or group of
   industries based on representation of that
   industry or group of industries on a relevant
   Mexican index.

3. Approval of amendment to Fund's fundamental           [_]    [_]     [_]
   investment policy that would permit Fund to
   invest in Mexican equity securities that trade
   on an established active securities market in
   addition to the Mexican Stock Exchange.




SIGNATURE(S)                                         DATED
            ----------------------------------------       --------------------
Note:  Please sign, date and return promptly. Signature(s) should be exactly as
       name or names appear on proxy. If shares are held jointly, each holder
       should sign. If signing as attorney, executor, administrator, trustee or
       guardian, please give full name.




<PAGE>














--------------------------------------------------------------------------------

                             THE MEXICO FUND, INC.

            Proxy Solicited on Behalf of the Board of Directors for
                        Special Meeting of Shareholders

   The undersigned shareholder of the Mexico Fund, Inc., a Maryland corporation
(the "Fund"), hereby appoints Jose Luis Gomez Pimienta and Sander M. Bieber and
each of them proxies of the undersigned, with full power of substitution, to
vote and act in the name and stead of the undersigned at the Special Meeting of
Shareholders of the Fund, to be held at 30 Rockefeller Plaza, 23rd Floor, New
York, New York 10112, on October 16, 2000 at 2:00 P.M., New York City time, and
at any and all adjournments thereof, according to the number of votes the
undersigned would be entitled to cast if personally present.

   The shares represented by this proxy will be voted in accordance with
instructions given by the shareholder, but if no instructions are given, this
proxy will be voted in favor of proposals 1 through 3 as set forth in this
proxy.

   The undersigned hereby revokes any and all proxies with respect to such
shares heretofore given by the undersigned. The undersigned acknowledges receipt
of the Proxy Statement dated September 7, 2000.

                          (Continued on reverse side)



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