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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   __________

                                  SCHEDULE 13G



                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                               (Amendment No. 2)*




                              The China Fund, Inc.
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                                (Name of Issuer)


                                  Common Stock
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                         (Title of Class of Securities)


                                    169373107
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                                 (CUSIP Number)


                                 April 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. 169373107                    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
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2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                   (a)  |_|
                                                                        (b)  |_|

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3.   SEC USE ONLY

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4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     ENGLAND AND WALES
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                        5.      SOLE VOTING POWER        1,697,897
     NUMBER OF
      SHARES            ------- ------------------------------------------------
   BENEFICIALLY         6.      SHARED VOTING POWER      0
     OWNED BY
  EACH REPORTING        ------- ------------------------------------------------
    PERSON WITH         7.      SOLE DISPOSITIVE POWER   1,697,897

                        ------- ------------------------------------------------
                        8.      SHARED DISPOSITIVE POWER 0

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9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     1,697,897
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10.  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES                       |_|
     CERTAIN SHARES

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

     7.45%
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12.  TYPE OF REPORTING PERSON

     HC
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CUSIP No. 169373107                    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
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2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                   (a)  |_|
                                                                        (b)  |_|

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3.   SEC USE ONLY

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4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     ENGLAND AND WALES
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                        5.      SOLE VOTING POWER        1,697,897
     NUMBER OF
      SHARES            ------- ------------------------------------------------
   BENEFICIALLY         6.      SHARED VOTING POWER      0
     OWNED BY
  EACH REPORTING        ------- ------------------------------------------------
    PERSON WITH         7.      SOLE DISPOSITIVE POWER   1,697,897

                        ------- ------------------------------------------------
                        8.      SHARED DISPOSITIVE POWER 0

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9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     1,697,897
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10.  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES                       |_|
     CERTAIN SHARES

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

     7.45%
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12.  TYPE OF REPORTING PERSON

     IA
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CUSIP No. 169373107                    13G                     Page 4 of 8 Pages
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ITEM 1(a). NAME OF ISSUER:

           The China Fund, Inc


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

           The principal executive offices of the Fund are located : The China
           Fund, Inc c/o State Street Bank and Trust Co., 2 Avenue de Lafayette,
           6th Floor, P. O. Box 5049, Boston Massachusetts 02206-5049. Attn Ms.
           Elizabeth A Walson Secretary (617-662-2965)


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, The World Equity CEF Fund ("WOEF"), 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, WOEF, Free, FRONT, YIELD, CEM, GFM, and Tradex are
           collectively referred to herein as the "City of London Funds."

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CUSIP No. 169373107                    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:

           169373107


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. 169373107                    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:

               1,697,897

           (b) Percent of class:

               7.45%

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

               (i)   Sole power to vote or to direct the vote:   1,697,897

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

               (iii) Sole power to dispose or to direct the disposition of:
                     1,697,897

               (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. 169373107                    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.





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CUSIP No. 169373107                    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:   May 8, 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