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      SEC Response Letter 12.22.05

    December 22, 2005

    Via
      EDGAR

    Ms. Kristen
      Diangelo

    United
      States Securities and Exchange Commission

              RE:

              THE
                MEXICO EQUITY AND INCOME FUND,
                INC.

    Securities
      Act Registration No: 33-35089

              Investment
                Company Registration No: 811-06111

    Dear
      Ms. Diangelo:

    On
      behalf
      of The Mexico Equity and Income Fund, Inc. (the “Fund”), I am writing in
      response to the November 28, 2005 oral comments from the Securities
      and Exchange Commission Staff (the “Staff”) regarding the Staff’s recent review
      of the annual financial statements of the
      Fund.
I
      appreciate the opportunity to respond to the matters you have set forth. For
      your convenience, the Staff’s comments have been reproduced in bold typeface
      immediately followed by the Fund’s respective responses.

            1)

              Staff
                Comment:
                On page 26 of the annual report, the “Factors in Approving the Investment
                Advisory Agreement” should be more specific to the Fund. Please
                explain.

    Response:
      The Fund
      acknowledges the Staff’s comment. The “Factors in Approving the Investment
      Advisory Agreement” will be more detailed in future filings.

            2)

              Staff
                Comment:
                On page 18 of the annual report, the factors used to fair value portfolio
                investments should be enhanced. Please
                explain.

    Response:
      The Fund
      acknowledges the Staff’s comment. The factors used to fair value portfolio
      investments will be enhanced in future filings.

            3)

              Staff
                Comment:
                On page 21 of the annual report, the tax cost of investments and
                foreign
                currency that was disclosed did not correspond to the Balance Sheet.
                Please explain.

    Response:
      The Fund
      acknowledges the Staff’s comment. There was an immaterial variance contained in
      the footnote describing the tax cost of investments due to a foreign
      transaction.

            4)

              Staff
                Comment:
                On page 34 of the annual report, the Fund did not disclose that Mr.
                Hellerman was an “Interested Director”. Please
                explain.

    Response:
      The Fund
      acknowledges the Staff’s comment. Mr. Hellerman is an Interested Director; in
      fact in the Registration Statement and other documents filed he has been listed
      as an Interested Director. In future reports he will be designated as
“Interested”.

            5)

              Staff
                Comment:
                With respect to Rule 2-01 of Regulation S-X, has the Fund approved
                any
                provisions of services other than
                audit?

    Response:
      The
      Audit Committee has pre-approved all audit and tax services preformed during
      the
      year. The amount and percentage of other services and non pre-approved services
      preformed for the Fund has been $0 and 0%.

            6)

              Staff
                Comment:
                On the Schedule of Investments in the Form N-Q, the tax cost of
                investments, unrealized appreciation and depreciation was not disclosed
                by
                the Fund. Please explain.

    Response:
      The Fund
      believes its disclosure was adequate, but will enhance the disclosure in future
      filings.

    In
      connection with this response to the Staff’s comments, the Fund hereby states
      the following:

              (1)

              The
                Fund acknowledges its responsibility for the adequacy and accuracy
                of the
                disclosure in filings;

              (2)

              The
                Fund acknowledge that Staff comments or changes to disclosure in
                response
                to Staff comments in the filings reviewed by the Staff do not foreclose
                the Commission from taking any action with respect to the filing;
                and

            (3)

              The
                Fund represent that they will not assert the Staff’s review process as a
                defense in any proceeding initiated by the Commission or any person
                under
                the federal securities laws of the United States

    If
      you
      have any additional questions or require further information, do
      not
      hesitate to contact me at (800) 700-6104.

    Sincerely,

    /s/
      Phillip Goldstein_____________________

    Phillip
      Goldstein

    Chairman

    The
      Mexico Equity and Income Fund, Inc.