X0303 4 2008-07-02 0 0000863900 MEXICO EQUITY & INCOME FUND INC MXE 0001067621 GOLDSTEIN PHILLIP 60 HERITAGE DRIVE PLEASANTVILLE NY 10570 1 0 0 0 Preferred Stock 2008-07-02 4 S 0 17365 31.19 D Common Stock 17365 37410 I See footnotes The reported securities were tendered by Opportunity Income Plus LP, a limited partnership; Opportunity Partners L.P., a limited partnership; and Full Value Partners LP, a limited partnership, pursuant to the terms of a Tender Offer Statement filed by the Issuer on May 30, 2008. The Reporting Person is the President of Kimball & Winthrop, Inc., the investment advisor for Opportunity Partners L.P., which has sole voting and dispositive power. The Reporting Person is a Managing Member of Spar Advisors LLC, the general partner of Opportunity Income Plus LP, which has sole voting and dispositive power. The Reporting Person is a Managing Member of Full Value Advisors LLC, the general partner of Full Value Partners LP, which has sole voting and dispositive power. On July 2, 2008, the Issuer accepted the tender by Opportunity Income Plus LP of 1,529 shares of the Preferred Stock of the Issuer at a price of $31.19 per share, accepted the tender by Opportunity Partners L.P. of 7,918 shares of the Preferred Stock of the Issuer at a price of $31.19 per share and accepted the tender by Full Value Partners LP of 7,918 shares of the Preferred Stock of the Issuer at a price of $31.19 per share. The Reporting Person disclaims beneficial ownership of the securities owned by Opportunity Income Plus LP, Opportunity Partners L.P. and Full Value Partners LP. Each share of Preferred Stock will be automatically converted into one share of Common Stock upon the occurrence of the event described in footnote 5. In the event the Put Warrant Program (as described in Form 497 as filed with the Securities and Exchange Commission (the "SEC") on November 17, 2005) is approved by the SEC and upon the anticipated issuance of put warrants by the Issuer, all issued and outstanding shares of Preferred Stock will automatically convert into Common Stock on a one-for-one basis. None. /s/ Phillip Goldstein 2008-07-07