FEDERATED EQUITY INCOME FUND, INC.
Federated Investors Funds
4000 Ericsson Drive
Warrendale, Pennsylvania 15086-7561
December 13, 2012
EDGAR Operations Branch
U.S. Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, DC 20549-4720
RE: FEDERATED EQUITY INCOME FUND, INC. (the “Fund”)
Class A Shares
Class B Shares
Class C Shares
Class R Shares
Institutional Shares
1933 Act File No. 333-______
1940 Act File No. 811-6447
Dear Sir or Madam:
Transmitted herewith for filing pursuant to the Securities Act of 1933, as amended, (“1933 Act”), is the Registration Statement on Form N-14 for the above-referenced Fund.
The purpose of this Registration Statement is to register shares of beneficial interest of the above-named Portfolio under the 1933 Act. These shares are being registered pursuant to an Agreement and Plan of Reorganization pursuant to which Federated Capital Appreciation Fund, a portfolio of Federated Equity Funds, will transfer substantially all of its assets to the Fund in exchange for shares of the Fund.
In connection with the review of this filing by staff of the Securities and Exchange Commission, the Fund acknowledges the staff’s view that: the Fund is responsible for the adequacy and accuracy of the disclosure in the filings; 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 the Fund may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
We would appreciate receiving any comments you may have by January 2, 2013. If you have any questions on the enclosed material, please do not hesitate to contact me at (412) 288-8094.
Very truly yours,
/s/ Mark R. Thompson
Mark R. Thompson
Senior Paralegal
Enclosures
