<PAGE>
SIMPSON THACHER & BARTLETT
425 Lexington Avenue
New York, NY 10017
April 27, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Attention: Filing Desk
Re: Cohen & Steers Equity Income Fund, Inc.
(Registration Statement File Nos. 333-30919; 811-8287)
Ladies and Gentlemen:
On behalf of Cohen & Steers Equity Income Fund, Inc. (the "Company"),
and pursuant to Rule 497(j) of the Securities Act of 1933, as amended, we hereby
certify that the definitive forms for the Company's two Prospectuses (one for
the Class A, Class B and Class C Shares and one for the Class I Shares) and the
Company's Statement of Additional Information, each dated May 1, 2000, that
would have been filed on behalf of the Company in accordance with Rule 497(c) do
not differ from those contained in the most recent amendment to the Company's
Registration Statement on Form N-1A, the text of which was filed electronically
with the Securities and Exchange Commission on April 25, 2000.
Any questions or communications should be directed to Brynn D. Peltz or
Michael S. Shim of this firm at 212-455-2210 or 212-455-2204, respectively.
Very truly yours,
/s/ Simpson Thacher & Bartlett
SIMPSON THACHER & BARTLETT
cc: Lawrence B. Stoller, Esq.
Sarah E. Cogan, Esq.
