COHEN & STEERS SPECIAL EQUITY FUND
N-8A, 1997-02-19
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                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                    FORM N-8A

                          NOTIFICATION OF REGISTRATION
                      FILED PURSUANT TO SECTION 8(a) OF THE
                         INVESTMENT COMPANY ACT OF 1940

        The  undersigned  investment  company hereby notifies the Securities and
Exchange  Commission  that it registers  under and pursuant to the provisions of
Section 8(a) of the Investment  Company Act of 1940 and in connection  with such
notification of registration submits the following information:

Name:   Cohen & Steers Special Equity Fund, Inc.

Address of Principal Business Office
(No. & Street, City, State, Zip Code):

               757 Third Avenue
               New York, New York  10017

Telephone Number (including area code):  (212) 832-3232

Name and address of agent for service of process:

               Robert H. Steers

               c/o Cohen & Steers Capital Management, Inc.
               757 Third Avenue
               New York, New York  10017

Check Appropriate Box:

               Registrant is filing a Registration Statement pursuant to Section
               8(b) of the Investment  Company Act of 1940 concurrently with the
               filing of Form N-8A:

                             Yes [X]        No     [ ]

Pursuant  to the  requirements  of the  Investment  Company  Act  of  1940,  the
Registrant has caused this  notification  to be duly signed on its behalf in the
city of New York and state of New York on the 13th day of February, 1997.

                                            Cohen & Steers Special Equity
                                            Fund, Inc.

                                            By: /s/ Martin Cohen
                                                --------------------------------
                                                Name:  Martin Cohen
                                                Title: President

Attest: /s/ Robert H. Steers
       ------------------------------
       Name:  Robert H. Steers
       Title: Chairman





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