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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)*



                               Malaysia Fund Inc.
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                                (Name of Issuer)

                                  Common Stock
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                         (Title of Class of Securities)

                                    560905101
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                                 (CUSIP Number)

                                  July 31, 2008
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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. 560905101                    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

                                          2,252,198
           NUMBER OF             -------- --------------------------------------
            SHARES               6.       SHARED VOTING POWER
         BENEFICIALLY
           OWNED BY                       0
             EACH                -------- --------------------------------------
           REPORTING             7.       SOLE DISPOSITIVE POWER
            PERSON
             WITH                         2,252,198
                                 -------- --------------------------------------
                                 8.       SHARED DISPOSITIVE POWER

                                          0
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9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     2,252,198
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10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   [_]

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11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     23.31%
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12.  TYPE OF REPORTING PERSON

     HC
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CUSIP No. 560905101                    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

                                          2,252,198
           NUMBER OF             -------- --------------------------------------
            SHARES               6.       SHARED VOTING POWER
         BENEFICIALLY
           OWNED BY                       0
             EACH                -------- --------------------------------------
           REPORTING             7.       SOLE DISPOSITIVE POWER
            PERSON
             WITH                         2,252,198
                                 -------- --------------------------------------
                                 8.       SHARED DISPOSITIVE POWER

                                          0
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9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     2,252,198
--------------------------------------------------------------------------------
10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   [_]

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

     23.31%
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12.  TYPE OF REPORTING PERSON

     IA
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CUSIP No. 560905101                    13G                     Page 4 of 8 Pages
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ITEM 1(A).        NAME OF ISSUER:

                  Malaysia Fund Inc.

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

                  The principal executive offices of the Fund are located at
                  Malaysia Fund Inc. c/o Morgan Stanley Asset Management, 522
                  Fifth Avenue, New York, NY 10036

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, The
                  Natural Resources Fund ("WUNAT"), 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,
                  Natural Resource Fund ("NAT"), a private investment fund
                  organized as a Delaware business trust, Global Equity CEF Fund
                  ("GEF"), 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, Natural Resources Fund
                  Cayman ("CNAT"), a Cayman listed mutual fund, Global Equity
                  Fund Cayman ("CGEF"), 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 eleven unaffiliated third-



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CUSIP No. 560905101                    13G                     Page 5 of 8 Pages
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                  party segregated accounts over which CLIM exercises
                  discretionary voting and investment authority (the "Segregated
                  Accounts").

                  EWF, WUNAT, GEM, IEM, WOEF, Free, NAT, GEF, FRONT, YIELD, CEM,
                  CNAT, CGEF, GFM, 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.

ITEM 2(B).        ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

                  Address for CLIG and CLIM:

                   10 Eastcheap
                   London EC3M 1LX
                   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:

                  560905101

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).



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CUSIP No. 560905101                    13G                     Page 6 of 8 Pages
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                  (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);

                   (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:

                           2,252,198

                  (b) Percent of class:

                           23.31%

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

                           (i) Sole power to vote or to direct the vote:
                               2,252,198

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

                           (iii) Sole power to dispose or to direct the
                                 disposition of: 2,252,198

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

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



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CUSIP No. 560905101                    13G                     Page 7 of 8 Pages
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                  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.

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

                  Not applicable.

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. 560905101                    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: August 8, 2008



                                          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