Exhibit a(iii) under Form N-1A
Exhibit 3(i) under Item 601/Reg. S-K
FEDERATED EQUITY INCOME FUND, INC.
ARTICLES OF AMENDMENT
FEDERATED EQUITY INCOME FUND, INC., a Maryland corporation (hereinafter
called the "Corporation"), hereby certifies to the State Department of
Assessments and Taxation that:
FIRST: The charter of the Corporation is amended by inserting, at the end
of Article EIGHTH, new subparagraphs (l) and (m), to read:
"(l) Notwithstanding any provision of the laws of the State of Maryland
or in these Articles of Incorporation requiring a shareholder vote
of a greater proportion, the Directors, with the concurrence of a
majority of the aggregate number of votes entitled to be cast
thereon with respect to any or all series or classes (or, to the
extent permitted under Maryland law, approval of a vote of the
holders of a majority of the outstanding voting securities of any or
all series or classes, as defined in Section 2(a)(42) of the
Investment Company Act of 1940), may sell and convey the assets of
the Corporation, or a class or series of the Corporation, to another
trust or corporation organized under the laws of any state of the
United States, which is a diversified open-end management investment
company as defined in the Investment Company Act of 1940, for an
adequate consideration which may include the assumption of all
outstanding obligations, taxes and other liabilities, accrued or
contingent, of the Corporation, or each class or series of the
Corporation, and which may include shares of beneficial interest or
stock of such trust or corporation. Upon making provision for the
payment of all the Corporation's liabilities, by such assumption or
otherwise, the Directors shall distribute the remaining proceeds
ratably among the holders of the shares of the Corporation then
outstanding.
"(m) To the extent permitted under Maryland law, without the vote of the
shares of any class of stock of the Corporation then outstanding,
the Corporation may, upon approval of a majority of the Board of
Directors, sell and convert into money all the assets of any class
or series of the Corporation. Upon making provision for the payment
of all outstanding obligations, taxes and other liabilities, accrued
or contingent, belonging to the Corporation, or any class or series
thereof, the Directors shall distribute the remaining assets of the
Corporation ratably among the holders of the outstanding shares of
the Corporation or any affected class or series thereof."
SECOND: The foregoing amendments to the charter of the Corporation were
approved by the Board of Directors of the Corporation; and have been duly
approved by the shareholders of the Corporation at a special meeting of the
shareholders held on November 30, 1999.
IN WITNESS WHEREOF, Federated Equity Income Fund, Inc. has caused these
Articles of Amendment to be signed in its name and on its behalf as of January
13, 2000, by its duly authorized officers, who acknowledge that these Articles
of Amendment are the act of the Corporation, that to the best of their
knowledge, information and belief, all matters and facts set forth therein
relating to the authorization and approval of these Articles are true in all
material respects, and that this statement is made under the penalties of
perjury.
WITNESS: FEDERATED EQUITY INCOME FUND, INC.
/S/ C. GRANT ANDERSON By: /S/ J. CHRISTOPHER DONAHUE
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C. Grant Anderson J. Christopher Donahue
Assistant Secretary Executive Vice President
