SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:

/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 240.14a-11(c) or Rule 240.14a-12

THE MEXICO EQUITY AND INCOME FUND, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

THE MEXICO EQUITY AND INCOME FUND, INC.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:
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THE MEXICO EQUITY AND INCOME FUND, INC.

World Financial Center
200 Liberty Street
New York, New York 10281
(212) 667-5000

September 29, 1995

Dear Stockholders:

The Annual Meeting of Stockholders of The Mexico Equity and Income Fund,
Inc. (the "Fund") will be held at 11:00 A.M. on Wednesday, November 8, 1995, at
the offices of Oppenheimer & Co., Inc., 200 Liberty Street, 39th Floor, New
York, New York 10281. A Notice and Proxy Statement regarding the meeting, proxy
card for your vote at the meeting, and postage prepaid envelope in which to
return your proxy are enclosed.

At the Annual Meeting, the stockholders will (i) elect one Class I director
of the Fund and two Class II directors of the Fund, (ii) ratify or reject the
selection of Price Waterhouse LLP as independent public accountants of the Fund,
and (iii) transact such other business as may properly be brought before the
meeting. In addition, the stockholders present will hear an investment report on
the Fund and will have an opportunity to discuss matters of interest to them.

The Board recommends that the stockholders vote in favor of each of
proposals (i) and (ii) above.

Respectfully,

/s/ ALAN H. RAPPAPORT
-----------------------------------
Alan H. Rappaport
President and Chairman of the Board

STOCKHOLDERS ARE URGED TO SIGN AND MAIL THE ENCLOSED PROXY IN THE ENCLOSED
ENVELOPE TO INSURE A QUORUM AT THE MEETING.
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THE MEXICO EQUITY AND INCOME FUND, INC.

NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS

To Be Held on November 8, 1995

To the Stockholders of
The Mexico Equity and Income Fund, Inc.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of The
Mexico Equity and Income Fund, Inc. (the "Fund") will be held at the offices of
Oppenheimer & Co., Inc., 200 Liberty Street, 39th Floor, New York, New York
10281, on Wednesday, November 8, 1995 at 11:00 A.M., New York time, for the
following purposes:

1. To elect one Class I director to serve for a term expiring on the date
on which the annual meeting of stockholders is held in 1997 and two
Class II directors to serve for a term expiring on the date on which
the annual meeting of stockholders is held in 1998.

2. To ratify or reject the selection of Price Waterhouse LLP as
independent public accountants of the Fund for its fiscal year ending
July 31, 1996.

3. To transact such other business as may properly come before the meeting
or any adjournments thereof.

You are cordially invited to attend the meeting. Stockholders who do not
expect to attend the meeting in person are requested to complete, date and sign
the enclosed form of proxy and return it promptly in the envelope provided for
that purpose. You may nevertheless vote in person at the meeting if you choose
to attend. The enclosed proxy is being solicited by the Board of Directors of
the Fund.

By order of the Board of Directors,
ROBERT A. BLUM
Secretary

September 29, 1995
4

THE MEXICO EQUITY AND INCOME FUND, INC.

World Financial Center
200 Liberty Street
New York, New York 10281
------------------------

PROXY STATEMENT
------------------------

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of THE MEXICO EQUITY AND INCOME FUND, INC.
(the "Fund"), for use at the Annual Meeting of Stockholders, to be held at the
offices of Oppenheimer & Co., Inc., 200 Liberty Street, 39th Floor, New York,
New York 10281, on Wednesday, November 8, 1995 at 11:00 A.M., New York time, and
at any adjournments thereof.

This Proxy Statement and the form of proxy are being mailed to stockholders
on or about September 29, 1995. Any stockholder giving a proxy has the power to
revoke it by mail (addressed to The Mexico Equity and Income Fund, Inc., World
Financial Center, 200 Liberty Street, New York, New York 10281) or in person at
the meeting, by executing a superseding proxy or by submitting a notice of
revocation to the Fund. All properly executed proxies received in time for the
meeting will be voted as specified in the proxy or, if no specification is made,
for each proposal referred to in this Proxy Statement. Abstentions and broker
non-votes are each included in the determination of the number of shares present
and voting at the meeting.

THE FUND WILL FURNISH WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT FOR ITS
FISCAL YEAR ENDED JULY 31, 1995 TO ANY STOCKHOLDER REQUESTING SUCH REPORT.
REQUESTS FOR A COPY OF THE FUND'S ANNUAL REPORT SHOULD BE MADE BY WRITING TO THE
MEXICO EQUITY AND INCOME FUND, INC., C/O OPPENHEIMER & CO., INC., 200 LIBERTY
STREET, NEW YORK, NEW YORK 10281 OR BY CALLING (800) 421-4777 OR (212) 667-7000.

The Board of Directors has fixed the close of business on September 13,
1995 as the record date for the determination of stockholders entitled to notice
of and to vote at the meeting and at any adjournments thereof. Stockholders on
the record date will be entitled to one vote for each share held, with no shares
having cumulative voting rights. As of the record date, the Fund had outstanding
11,825,273 shares of common stock. To the knowledge of the Fund's management,
there were no persons who owned beneficially more than 5% of the Fund's
outstanding shares as of September 20, 1995.

Management of the Fund knows of no business other than that mentioned in
Items 1 and 2 of the Notice of the Annual Meeting which will be presented for
consideration at the meeting. If any other matter is properly presented, it is
the intention of the persons named in the enclosed proxy to vote in accordance
with their best judgment.

The Board recommends that the stockholders vote in favor of each of the
matters mentioned in Items 1 and 2 of the Notice of the Annual Meeting.

(1) ELECTION OF DIRECTORS

Persons named in the accompanying form of proxy intend in the absence of
contrary instructions to vote all proxies for the election of the three nominees
listed below as directors of the Fund,

CLASS I CLASS II
- ------------------ --------------------

Alan H. Rappaport Carroll W. Brewster
Sol Gittleman

to serve for terms expiring on the date of the Annual Meeting of Stockholders
held, in the case of Class I, in 1997 and, in the case of Class II, in 1998, or
until their successors are elected and qualified. If any such nominee should be
unable to serve, an event not now anticipated, the proxies will be voted for
such person, if
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any, as shall be designated by the Board of Directors to replace any such
nominee. The election of each director will require the affirmative vote of a
plurality of the votes cast at the meeting. For this purpose, abstentions and
broker non-votes will not be counted as votes cast at the meeting.

In February, 1995, Mr. Antonio S. Fernandez resigned as a director and the
Chairman of the Fund's Board of Directors. At the time of Mr. Fernandez's
resignation, the Board elected Mr. Rappaport as a director and Chairman to fill
the vacancy created by the resignation of Mr. Fernandez. Mr. Fernandez had
served as a Class I director and Mr. Rappaport is therefore standing for
election as a Class I director. Although the term of the Fund's Class I
directors does not expire until the date on which the annual meeting of
stockholders is held in 1997, Maryland law and the Fund's By-laws require a
director elected by the Board of Directors to fill a vacancy to stand for
election at the next annual meeting of stockholders.

INFORMATION CONCERNING NOMINEES, MEMBERS OF THE BOARD OF DIRECTORS AND OFFICERS
OF THE FUND

The following table sets forth information concerning each of the nominees
as a director of the Fund, each of the Fund's current directors and each of the
Fund's officers. Each of the nominees is now a director of the Fund.

PRINCIPAL OCCUPATION OR SHARES
EMPLOYMENT DURING BENEFICIALLY
NAME AND ADDRESS PAST FIVE YEARS AND POSITION OWNED PERCENT
OF NOMINEE OR DIRECTOR DIRECTORSHIPS IN WITH THE SEPTEMBER 13, OF
(AGE) PUBLICLY HELD COMPANIES FUND 1995(1) CLASS
- --------------------------- -------------------------------- --------------- ------------- -------

* Alan H. Rappaport (42) Executive Vice President (since President since 2,571 (2)
World Financial Center 1994) and Managing Director 1991, Director
200 Liberty Street (since 1986), Oppenheimer & Co., and Chairman of
New York, New York Inc.; President and Director, the Board since
10281 Advantage Advisers, Inc. (since 1995
1993); Executive Vice President,
Advantage Advisers, Inc.
(1990-1993); Chairman of the
Board and Director, The Asia
Tigers Fund, Inc., The India
Fund, Inc., The Czech Republic
Fund, Inc., The Emerging Markets
Income Fund II Inc. and The
Emerging Markets Floating Rate
Fund Inc.; President and
Director, Global Partners Income
Fund, Inc., The Emerging Markets
Income Fund, Inc.; Director,
Xiosinvest Management Co., S.A.;
Member, New York Stock Exchange
Advisory Committee on
International Capital Markets.

Carroll W. Brewster (59) Executive Director, Hole in the Director since None --
126 Lounsbury Road Wall Gang Fund, Inc. (not-for- 1991
Ridgefield, Connecticut profit charitable organization)
06877 (since July 1991); President,
Hobart & William Smith Colleges
(1982-1991).

Sol Gittleman (61) Senior Vice President and Director since None --
Ballou Hall Provost, Tufts University. 1990
Tufts University
Medford, Massachusetts
02155

2
6

* Frederick M. Bohen (58) Director, Oppenheimer & Co., Director since 1,333 (2)
One Fifth Avenue Inc. (since 1993); Executive 1990
Apt. 26A Vice President, Rockefeller
New York, New York University (since 1990; Senior
10003 Vice President, Brown University
(1985-1990); Director, Apache
Corporation (energy exploration,
development, production and
marketing) (since 1981);
Director, Student Loan Marketing
Association (since 1984).

Dr. Luis Rubio (40) President, Centro de Director since None --
Jaime Balme No. 11 Investigacion para el Desarrollo 1990
Edificio D, Piso 2 A.C. (Center of Research for
Polanco Los Morales Development); Director, Banco
11510 Mexico Nacional de Mexico S.A.
(September 1991 to April 1,
1993); Director of The Czech
Republic Fund, Inc. (since
1994).

Robert A. Blum (35) Managing Director, Oppenheimer & Secretary since None --
World Financial Center Co., Inc. (1994-Present); Senior 1995
200 Liberty Street Vice President, Oppenheimer &
New York, New York Co., Inc. (1992-1994); Vice
10281 President, Oppenheimer & Co.,
Inc. (1989-1992); Associate,
Fulbright & Jaworski
(1984-1989); Director and
Assistant Secretary of The India
Fund, Inc.; Assistant Secretary,
The Asia Tigers Fund, Inc. and
The Czech Republic Fund, Inc.
Dennis Feeney (43) Executive Vice President (since Treasurer since None --
World Financial Center 1995), Chief Financial Officer 1991
200 Liberty Street (since 1994), Controller (since
New York, New York 1986), Oppenheimer & Co., Inc.
10281

All directors and 3,904 (2)
officers as a group

- ---------------
(1) The information as to beneficial ownership is based on statements furnished
to the Fund by the directors and officers or based on filings made with the
U.S. Securities and Exchange Commission.

(2) Less than 1%.

* Directors so noted are deemed to be "interested persons" (as defined in the
Investment Company Act of 1940, as amended) of the Fund or of the Fund's
U.S. Co-Adviser. Mr. Rappaport is an interested person because of his
affiliation with Oppenheimer & Co., Inc., the parent company of the Fund's
U.S. Co-Adviser. Mr. Bohen is an interested person because of his
affiliation with Oppenheimer & Co., Inc., the parent company of the U.S.
Co-Adviser.

The Fund's Board of Directors held four regular meetings and four special
meetings during the fiscal year ended July 31, 1995. Each director, except for
Mr. Fernandez (prior to his resignation), attended at least seventy-five percent
of the aggregate number of meetings of the Board and any committee on which he
served. The Fund's Board of Directors has an Audit Committee which is
responsible for reviewing financial and accounting matters. The current members
of the Audit Committee are Messrs. Gittleman and Brewster and Dr. Rubio. The
Audit Committee met twice during the fiscal year ended July 31, 1995.

3
7

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Fund's officers and directors, and persons who own more than ten percent of
a registered class of the Fund's equity securities, to file reports of ownership
and changes in ownership with the U.S. Securities and Exchange Commission and
the New York Stock Exchange, Inc. The Fund believes that during the fiscal year
ended July 31, 1995 its officers and directors complied with all filing
requirements applicable to them.

TRANSACTIONS WITH AND REMUNERATION OF OFFICERS AND DIRECTORS

The aggregate remuneration paid or accrued for directors not affiliated
with Acci Worldwide, S.A. de C.V. (the "Mexican Adviser") or Advantage Advisers,
Inc. (the "U.S. Co-Adviser") was US$26,300 during the fiscal period ended July
31, 1995, and, for that period, the aggregate amount of expenses reimbursed by
the Fund for directors' attendance at directors' meetings was US$8,204. The Fund
pays each non-affiliated director an annual fee of US$5,000 plus US$700 for each
directors' meeting and committee meeting attended in person and $100 for each
meeting attended by means of a telephonic conference. The officers and
interested directors of the Fund received no compensation from the Fund.

The following table sets forth the aggregate compensation paid by the Fund
to each director during the fiscal year ended July 31, 1995, as well as the
total compensation paid by the Fund and other funds advised by the Mexican
Adviser or the U.S. Co-Adviser or otherwise affiliated with the Fund to each
director.

TOTAL
PENSION OR COMPENSATION
RETIREMENT FROM FUND
AGGREGATE BENEFITS ACCRUED ESTIMATED ANNUAL AND FUND COMPLEX
COMPENSATION AS PART OF FUND BENEFITS UPON PAID TO
NAME OF PERSON, POSITION FROM FUND EXPENSES RETIREMENT DIRECTORS
- ------------------------------- ------------ ---------------- ---------------- ----------------

Antonio S. Fernandez,
Director+*................... $ 0 $0 $0 $ 0
Alan H. Rappaport,
Director+**.................. $ 0 $0 $0 $ 0
Frederick M. Bohen,
Director+.................... $ 0 $0 $0 $ 0
Carroll W. Brewster,
Director..................... $8,700 $0 $0 $8,700
Sol Gittleman, Director........ $8,800 $0 $0 $8,800
Dr. Luis Rubio, Director....... $8,800 $0 $0 $8,800

- ---------------
+ Messrs. Fernandez, Rappaport and Bohen, who are considered "interested
persons" of the Fund, did not receive any compensation from the Fund for
their services as directors. Mr. Bohen did receive $9,950 from the U.S.
Co-Adviser for his services as a director of the Fund.

* Mr. Fernandez resigned as a director of the Fund effective February 15, 1995.

** Mr. Rappaport was elected as a director of the Fund on February 15, 1995.

(2) RATIFICATION OR REJECTION OF SELECTION OF
INDEPENDENT ACCOUNTANTS

At a meeting held on June 5, 1995, the Board of Directors of the Fund,
including a majority of the directors who are not "interested persons" of the
Fund (as defined in the Investment Company Act of 1940, as amended), recommended
the selection of Price Waterhouse LLP to act as independent accountants for the
Fund for the fiscal year ending July 31, 1996. The Fund knows of no direct
financial or material indirect financial interest of that firm in the Fund. One
or more representatives of Price Waterhouse LLP are expected to be present at
the meeting and will have an opportunity to make a statement if they so desire.
Such representatives are expected to be available to respond to appropriate
questions from stockholders.

The Fund's financial statements for the fiscal year ended July 31, 1995
were audited by Price Waterhouse LLP. In connection with its audit services,
Price Waterhouse LLP reviewed the financial statements included in the Fund's
annual report to shareholders and its filings with the U.S. Securities and
Exchange Commission.

4
8

The selection of independent auditors is subject to the ratification or
rejection of the stockholders of the Fund at the meeting. Ratification of the
selection of independent accountants will require the affirmative vote of a
majority of the votes cast at the meeting. For this purpose, abstentions and
broker non-votes will not be counted as votes cast at the meeting.

MISCELLANEOUS

Proxies will be solicited by mail and may be solicited in person or by
telephone or telegraph by officers of the Fund or personnel of Oppenheimer &
Co., Inc. The Fund has retained PNC Bank, National Association, 400 Bellevue
Parkway, Wilmington, DE 19809 to assist in the proxy solicitation. The cost of
their services is estimated at US$1,500, plus reimbursement of expenses. The
expenses connected with the solicitation of these proxies and with any further
proxies which may be solicited by the Fund's officers or agents in person, by
telephone or by telegraph will be borne by the Fund. The Fund will reimburse
banks, brokers, and other persons holding the Fund's shares registered in their
names or in the names of their nominees for their expenses incurred in sending
proxy material to and obtaining proxies from the beneficial owners of such
shares.

In the event that sufficient votes in favor of any proposal set forth in
the Notice of this meeting are not received by November 8, 1995, the persons
named as attorneys in the enclosed proxy may propose one or more adjournments of
the meeting to permit further solicitation of proxies. Any such adjournment will
require the affirmative vote of the holders of a majority of the shares present
in person or by proxy at the session of the meeting to be adjourned. The persons
named as attorneys in the enclosed proxy will vote in favor of such adjournment
those proxies which they are entitled to a vote in favor of the proposal for
which further solicitation of proxies is to be made. They will vote against any
such adjournment those proxies required to be voted against such proposal. The
costs of any such additional solicitation and of any adjourned session will be
borne by the Fund.

STOCKHOLDER PROPOSALS

Any proposal by a stockholder intended to be presented at the Fund's 1996
Annual Meeting of Stockholders must be received by the Fund, (addressed to The
Mexico Equity and Income Fund, Inc., World Financial Center, 200 Liberty Street,
New York, New York 10281), not later than May 31, 1996.

By order of the Board of Directors,

ROBERT A. BLUM
Secretary
World Financial Center
200 Liberty Street
New York, New York 10281
September 29, 1995

5
9

THE MEXICO EQUITY AND INCOME FUND, INC.

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR ANNUAL
MEETING OF STOCKHOLDERS -- NOVEMBER 8, 1995

The undersigned stockholder of The Mexico Equity and Income Fund, Inc. (the
"Fund") hereby appoints Alan H. Rappaport and Dennis Feeney, or either of them,
proxies of the undersigned, with full power of substitution, to vote and act
for and in the name and stead of the undersigned at the Annual Meeting of
Stockholders of the Fund, to be held at the offices of Oppenheimer & Co., Inc.,
200 Liberty Street, 39th Floor, New York, New York 10281, on Wednesday,
November 8, 1995, at 11:00 A.M., New York time, and at any and all adjournments
thereof according to the number of votes the undersigned would be entitled to
cast if personally present.

PROPOSALS (PLEASE CHECK ONE BOX FOR EACH PROPOSAL.)

1. THE ELECTION OF ALAN H. RAPPAPORT AS A CLASS I DIRECTOR TO SERVE FOR A TERM
EXPIRING ON THE DATE ON WHICH THE ANNUAL MEETING OF STOCKHOLDERS IS HELD IN
1997 AND CARROLL W. BREWSTER AND SOL GITTLEMAN AS CLASS II DIRECTORS TO
SERVE FOR A TERM EXPIRING ON THE DATE ON WHICH THE ANNUAL MEETING OF
STOCKHOLDERS IS HELD IN 1998.

/ / FOR / / WITHHOLD AUTHORITY
all nominees listed below to vote for all nominees listed below

NOMINEES: Class I: Alan H. Rappaport
Class II: Carroll W. Brewster, Sol Gittleman
(Instruction: To withhold authority to vote for any individual nominee,
write that nominee's name in the space provided below.)

---------------------------------------------------------------------------

2. THE RATIFICATION OF THE SELECTION OF PRICE WATERHOUSE LLP AS INDEPENDENT
ACCOUNTANTS OF THE FUND FOR ITS FISCAL YEAR ENDING JULY 31, 1996.

/ / FOR / / AGAINST / / ABSTAIN

(Continued and to be signed on other side.)

(Continued from other side.)

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH
INSTRUCTIONS GIVEN BY THE STOCKHOLDERS, BUT IF NO INSTRUCTIONS ARE GIVEN, THIS
PROXY WILL BE VOTED IN FAVOR OF PROPOSALS 1 AND 2 SET FORTH IN THIS PROXY. THE
UNDERSIGNED HEREBY REVOKES ANY AND ALL PROXIES WITH RESPECT TO SUCH SHARES
HERETOFORE GIVEN BY THE UNDERSIGNED. THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF
THE PROXY STATEMENT DATED SEPTEMBER 29, 1995.

Dated: ,1995

--------------------------
Signature

--------------------------
Signature if held jointly

If shares are held
jointly, each Shareholder
named should sign. If only
one signs, his or her
signature will be binding.
If the Shareholder is a
corporation, the President
or a Vice President should
sign in his or her own
name, indicating title. If
the Shareholder is a
partnership, a partner
should sign in his or her
own name, indicating that
he or she is a "Partner".

SIGN, DATE AND MAIL YOUR PROXY TODAY