Exhibit 10(a)(2)(ii)


         I, Martin Cohen, certify that:

     1.  I have reviewed this report on Form N-CSR of Cohen & Steers
         Special Equity Fund, Inc.;

     2.  Based on my knowledge, this report does not contain any untrue
         statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the
         circumstances under which such statements were made, not
         misleading with respect to the period covered by this report;

     3.  Based on my knowledge, the financial statements, and other
         financial information included in this report, fairly present
         in all material respects the financial condition, results of
         operations, changes in net assets, and cash flows (if the
         financial statements are required to include a statement of
         cash flows) of the registrant as of, and for, the periods
         presented in this report;

     4.  The registrant's other certifying officer and I are
         responsible for establishing and maintaining disclosure
         controls and procedures (as defined in Rule 30a-3(c) under the
         Investment Company Act of 1940) and internal control over
         financial reporting (as defined in Rule 30a-3(d) under the
         Investment Company Act of 1940) for the registrant and have:

         (a) designed such disclosure controls and procedures, or
             caused such disclosure controls and procedures to be
             designed under our supervision, to ensure that material
             information relating to the registrant, including its
             consolidated subsidiaries, is made known to us by others
             within those entities, particularly during the period in
             which this report is being prepared;

         (b) designed such internal control over financial reporting,
             or caused such internal control over financial reporting
             to be designed under our supervision, to provide
             reasonable assurance regarding the reliability of
             financial reporting and the preparation of financial
             statements for external purposes in accordance with
             generally accepted accounting principles;

         (c) evaluated the effectiveness of the registrant's disclosure
             controls and procedures and presented in this report our
             conclusions about the effectiveness of the disclosure
             controls and procedures as of a date within 90 days prior
             to the filing date of this report based on such
             evaluation; and

         (d) disclosed in this report any change in the registrant's
             internal control over financial reporting that occurred
             during the registrant's most recent fiscal half-year (the
             registrant's second fiscal half-year in the case of an
             annual report)










             that has materially affected, or is reasonably likely to materially
             affect, the registrant's internal control over financial
             reporting; and

      5. The registrant's other certifying officer and I have disclosed
         to the registrant's auditors and the audit committee of the
         registrant's board of directors (or persons performing the
         equivalent functions):

         (a) all significant deficiencies and material weaknesses in
             the design or operation of internal control over financial
             reporting which are reasonably likely to adversely affect
             the registrant's ability to record, process, summarize and
             report financial information; and

         (b) any fraud, whether or not material, that involves
             management or other employees who have a significant role
             in the registrant's internal control over financial
             reporting.


         Date: August 19, 2003

                                         /s/ Martin Cohen
                                         Martin Cohen
                                         President, Treasurer and principal
                                         financial officer