August 6, 1997 Cohen & Steers Capital Management, Inc. 757 Third Avenue New York, New York 10017 Dear Sirs: Cohen & Steers Equity Income, Inc. (the "Fund") hereby accepts your offer to purchase 8,726.003 shares at a price of $11.46 per share for an...

                    ▇▇▇▇▇ & Steers Equity Income Fund, Inc.
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                                                August 6, 1997

▇▇▇▇▇ & Steers Capital Management, Inc.
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Dear Sirs:

     ▇▇▇▇▇ & Steers Equity Income, Inc. (the "Fund") hereby accepts your offer
to purchase 8,726.003 shares at a price of $11.46 per share for an aggregate
purchase price of $100,000. This agreement is subject to the understanding that
you have no present intention of selling or redeeming the shares so acquired.

     Any redemption of these shares by you will be reduced by a pro rata portion
of any then unamortized organization expenses of the Fund. This proration will
be calculated by dividing the number of shares to be redeemed by the aggregate
number of shares held which represent the initial capital of the Fund.

                                           Sincerely,
                                           
                                           ▇▇▇▇▇ & STEERS EQUITY
                                           INCOME FUND, INC.

                                           
                                           By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇, President

Accepted:

▇▇▇▇▇ & STEERS CAPITAL
MANAGEMENT, INC.


By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇, President