MEXICO EQUITY & INCOME FUND INC
N-30D, 1996-09-30
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                     The Mexico Equity and Income Fund, Inc.

                                                                 August 12, 1996

Dear Fund Shareholder,

We are pleased to present you with the financial statements of The Mexico Equity
and Income Fund, Inc., (the "Fund") for the fiscal year ended July 31, 1996. The
Fund's net asset value (NAV) rose 5.7% during these 12 months, outperforming the
Mexican Bolsa, which returned 1.4%. On July 31, 1996, the Fund's price was
quoted on the New York Stock Exchange at $9.625 per share.

Mexico's economic recovery from the peso devaluation of late 1994 showed uneven
though increasing strength during the 12 months ended July 31, 1996, as the
Fund's Mexican Adviser details in the following pages. Although consumer demand
remains soft and the markets continue to be volatile, the Mexican Adviser is
cautiously optimistic about Mexico's markets in the short term and remains
confident in the country's ability to grow over the long term. The Fund's 44
common stock holdings in 11 sectors and 18 fixed income holdings as of July 31,
1996, provided shareholders with broad exposure to investment in Mexican
companies.

Emerging markets continue to play an increasingly important role in the global
economy. As a percent of world market capitalization, emerging markets have
grown from 3.7% in 1986 to 10.7% in 1995, according to the International Finance
Corporation. In comparison, Mexico's market capitalization rose fifteen-fold
over those ten years. We believe The Mexico Equity and Income Fund can provide
investors with a vehicle for strategic diversification and investment in an
important emerging country, as part of a global portfolio.

We thank you for your participation in the Fund. If you have questions about the
Fund, please call our toll-free number at (800) 421-4777.

Sincerely,

/s/ Alan Rappaport
- ------------------
Alan Rappaport
Chairman


<PAGE>


Report of the Mexican Adviser       The Mexico Equity and Income Fund, Inc.

Mexico's Economic Environment
The economic environment in Mexico has significantly improved during the 12
months ended July 31, 1996, though Mexico's securities markets continue to be
influenced by U.S. market events. The Mexican economy is picking up steam,
inflation pressures appear to be easing, interest rates have fallen and the peso
has begun to slowly strengthen against the U.S. dollar. Political reforms should
help make next year's election more equitable and impartial.

In the second quarter of 1996, Mexico's gross domestic product (GDP) registered
its highest positive quarterly figure since the fourth quarter of 1990, 7.2%
ahead of last year. GDP expanded at a 3% rate in the first half of 1996,
supported by growing sectors such as industrials (up 7.1%), agriculture (up
2.4%) and services (up 1.0%).

Inflation was 1.4% during July 1996, the smallest monthly increase in prices
since December 1994. While the country's Consumer Price Index rose 31% over the
12-month period ended July 31, 1996, we estimate inflation for calendar year
1996 will fall to just over 27%. Also during July 1996, interest rates on 28-day
Cetes (Mexican Treasury bills) averaged a rate of 31%, compared to 41% during
July of last year. Interest rates declined unevenly during the year, however. A
brief speculative bubble during October and November 1995, caused by the
market's skepticism about the ability of the government's economic policies to
generate growth, pushed Cetes rates up to a high of 60%. Uncertainty over
long-term U.S. interest rates during the first seven months of 1996 has also
increased interest rate volatility.

The peso exchange rate closed at P$7.57/1US$ on July 31, 1996, after topping out
at P$8.1/1US$ in mid-November 1995. Although the peso depreciated 24% against
the U.S. dollar during the 12 months ended July 31, 1996, it has gained 1.5% in
the first seven months of 1996. Mexico's accumulated commercial trade surplus
for the first half of 1996 totaled US$4.1 billion, up 29% from the first half of
1995. We are encouraged by this development and believe this visible trend
towards a smaller trade surplus is a sign of economic recovery.

- --------------------------------------------------------------------------------
Fund Updates
The Fund's toll-free phone number, (800) 421-4777, provides callers with a
recorded monthly update of the markets in which the Fund invests. It also offers
details about the Fund, its portfolio and performance.

Tracking the Fund's NAV
The Fund's net asset value (NAV) is calculated weekly and published in The Wall
Street Journal every Monday under the heading "Closed End Funds." The Fund's net
asset value is also published in Barron's on Saturdays and in The New York Times
on Mondays. The Fund is listed on the New York Stock Exchange under the ticker
symbol MXE.
- --------------------------------------------------------------------------------


                                       2
<PAGE>


At the end of July 1996, Mexico returned to the international capital markets
with the issue of US$6 billion in five-year floating rate notes. Standard &
Poor's and Moody's Investors Service rated the issue BBB and Baa3, respectively,
each a two-step upgrade from the former foreign-denominated sovereign debt
rating of Mexican Eurobonds and Brady Bonds. Mexico used the proceeds of the
offering, along with other issues and recovered collateral, to repay loans to
the U.S. (US$7 billion) and the International Monetary Fund (IMF) (US$1
billion). These prepayments will pay down more than 40% of the amount loaned to
Mexico by the Monetary Stabilization Fund as part of its economic aid package
following the peso devaluation of 1994. The operation represents a significant
improvement in both the cost and the schedule of external indebtedness for
Mexico.

Progress was made in the political arena as well, when Congress ratified the
Electoral Reform Package in early August 1996. The four most important political
parties reached an agreement on constitutional changes relating to: greater
independence of the Federal Electoral Institute, equitable competition among
political parties, the composition of Congress, electoral justice, state
constitution, and the popular election of the Mexico City Mayor.

The Mexican Stock Market
The Mexican stock market gained 1.4% in U.S. dollar terms for the 12 months
ended July 31, 1996. The Bolsa's performance was characterized by high
volatility due to nervousness in the international financial markets and events
in the U.S. markets. The Bolsa fell 7.1% from July to December 1995, reflecting
domestic political uncertainties and concern over rising long-term U.S. interest
rates. After climbing 13.1% during January 1996, the Bolsa fell 9% in February,
again attributed to rising long-term U.S. interest rates. From March through
July of this year, the Bolsa recovered unevenly, gaining 6%.

Fund Performance and Portfolio Strategy
For the 12-month period ended July 31, 1996, The Mexico Equity and Income Fund's
NAV rose 5.7% (based on an exchange rate of P$7.6 for July 31, 1996), compared
to the Mexican Bolsa's growth of 1.4%. The Fund's relative outperformance can be
attributed to our strategic investment shift in March from dollar-based fixed
income investments to Mexican equities, and to selective profit-taking in June
and July. At July 31, 1996, the Fund's portfolio was 78% invested in equities,
18% in short-term peso debt instruments, 2% in Bancomer convertible bonds and 2%
in dollar-denominated United Mexican States indexed notes (UMS) and U.S. dollar
cash.

During March 1996, the Fund reduced its holdings of U.S. dollar-denominated
short-term instruments by US$10 million, and invested these proceeds in Mexican
debt instruments and equities. By May 1996, this shift had raised the Fund's
equity holdings to 80% of the Fund's total investments from 66% in December
1995. In late June and the beginning of July, the Fund realized profits on
selected securities, eventually liquidating 7% of the equity position.

Consumer demand is expected to pick up as Mexico recovers, positioning domestic
companies for growth, especially those in retail and consumer goods. We have
strategically shifted the Fund's holdings from cyclical stocks towards
domestic-oriented companies in response to the peso's


                                       3
<PAGE>


continued strength. We intend to gradually increase the Fund's exposure to
pharmaceuticals, retail (especially specialty stores), conglomerate groups, and
financial groups, which we expect to perform as Mexico's economy recovers.

Review of Key Economic Sectors

Food, Beverage and Tobacco
Within this sector, export participation is minor, and output growth relies on
increased domestic demand. Production of meat and dairy products, edible oils,
alcoholic beverages, beer and tobacco were all up in the first quarter of 1996
after declining in 1995. Soft drinks and bottled water remain depressed,
reflecting slow household income recovery.

Construction Materials
Construction was one of the hardest-hit sectors in the economic crisis that
began in late 1994. Recovery from September 1995 to January 1996 was quite
definite, though several factors (such as public expenditure delay, interest
rate volatility, the credit crunch, oversupply in real estate and delays in
privatization) reversed the positive trend during the first quarter of 1996. We
believe that industrial construction (electricity, communications and oil
infrastructure) will continue to lead this sector's growth.

Automotive
The expanding Mexican automotive industry has been an impressive force behind
GDP growth this year. During the first seven months of 1996, production of light
cars and trucks increased 37%, the highest annual growth rate since data was
first collected about the industry in 1970. Higher exports are responsible for
80% of the production growth in 1996, while higher domestic sales contributed
only 4% to the increase in output. The remaining 16% can be attributed to a
positive inventory buildup, which had sharply decreased in 1995.

For 1997, however, production growth is expected to slow to 6% due to an
expected decrease in exports. Unlike 1996, next year's production increases
should mainly be driven by domestic sales. Sales of imports are expected to
continue growing as a percentage of total sales as well.

Manufacturing-Related
Basic Metals. Production of basic metals has increased substantially and
consistently (24% in the first quarter of 1996 versus 5.3% a year ago) as the
result of newly installed capacity, improved productivity and a strong export
orientation from 1995 onwards, particularly in iron and steel. Steel exports are
growing quickly and production reached record levels in spite of a depressed
internal market.

Textiles, Apparel, and Leather. Production trends are starting to change after a
four-year depression aggravated by the economic crisis in 1995. Divisions such
as apparel (up 13%) drive output via exports, since the domestic market is
expected to remain weak due to high prices. Soft-fiber textile output is up 13%
due to industrial and consumer demand.


                                       4
<PAGE>


Top Ten Holdings as of July 31, 1996

Sanluis Corporacion S.A. de C.V. -- 6.2% of the Fund's total investments
Sanluis Corporacion is an industrial conglomerate with exports representing 90%
of its total sales, which are in auto parts (Grupo Rassini, 73% of sales) and
mining (Luismin, 27% of sales). Sanluis's annual sales total US$221 million and
its market capitalization is US$439 million.

We have reduced the Fund's holdings of Sanluis as part of our general reduction
in exposure to exporting companies. The Fund's Sanluis holdings have risen in
value, and the Fund took some profits in this company earlier in 1996.

Telefonos de Mexico, S.A. de C.V. -- 5.4% of the Fund's total investments
With annual sales of US$6 billion and a market capitalization of US$14 billion,
Telmex provides national and international long-distance and local telephone
service throughout Mexico. Through 20 subsidiaries, the company supplies a
variety of telecommunications-related and value-added services. By June 30,
1996, Telmex had a total of 8.9 million lines in service, representing growth of
1.7% compared to the same period last year.

The price of Telmex shares has been relatively flat recently, but we believe
there is room for it to appreciate. We have significantly increased the Fund's
holdings of Telmex, from 3.5% of the Fund's total investments on August 1, 1995,
to 5.4% on July 31, 1996.

Cifra, S.A. de C.V. -- 5.1% of the Fund's total investments
Operating 358 units that include department stores and restaurants, Cifra is the
largest retailer in Mexico. Its annual sales total US$6 billion and its market
capitalization is US$4.4 billion. In 1995, Cifra increased both sales area and
seating capacity by 8%. We like this stock due to its excellent management team
and continued promising results from its 50/50 joint venture with Wal-Mart
Stores, Inc., which we believe can withstand Kmart's aggressive expansion in
Mexico.

As part of our strategy to increase domestically oriented companies, we have
significantly increased our holdings in Cifra, purchasing at what we believe are
undervalued levels. We think the stock should perform well over the next 12-18
months as Mexican consumer demand picks up.

Cemex, S.A. -- 4.2% of the Fund's total investments
A multinational company, Cemex, S.A., is Mexico's largest cement manufacturing
group (with a 63% market share), and the third largest cement company worldwide.
With significant operations in five countries around the globe and, through its
trading and distribution network, a presence in 54 countries (including the
southern U.S.), Cemex is geographically diversified. In addition to cement
production, the company operates aggregates facilities, ready-mix concrete
facilities, warehousing and distribution terminals and an international cement
trading company with offices around the world. Cemex's annual sales are US$3
billion and its market capitalization is US$4.8 billion.

This holding has been relatively stable in the Fund, fluctuating by one to three
percentage points as a percent of total investments. We find its multinational
range and well-diversified approach is valuable in hedging the Fund somewhat
against a Mexican domestic slowdown.


                                       5
<PAGE>


Kimberly Clark de Mexico, S.A. -- 4.1% of the Fund's total investments
Kimberly Clark de Mexico is Mexico's largest manufacturer of consumer products
and systems for personal care and cleansing in both consumer and institutional
markets. It also participates in the printing and writing paper markets.
Kimberly's annual sales are US$1 billion and its market capitalization is US$4.7
billion.

The Fund's holdings of Kimberly Clark de Mexico doubled when Kimberly bought
Crisoba, which the Fund also held. We are confident of the synergy, economies of
scale and additional market presence the new Kimber/Crisoba company will enjoy.

Desc, Sociedad de Fomento Industrial, S.A. de C.V. -- 3.9% of the total
investments
Desc is the most attractive of Mexico's industrial conglomerates, given its
diversification and presence in the fast-growing automotive industry. With a
market capitalization of US$1.5 billion, the company's $1.4 billion in annual
sales originate from auto parts and components (36%), chemicals (44%), consumer
products (5%), agribusiness (13%) and real estate (2%). It also owns a 10%
interest in a financial services company. Exports represent a third of Desc's
total sales, reducing its vulnerability to weak domestic demand. On the other
hand, Desc's domestic market exposure insulates it somewhat from peso
appreciation, and allows it to benefit from the expected recovery in domestic
demand.

Desc performed well in 1995 due to its chemical division, which continues to be
surprisingly strong in 1996 despite the peso's appreciation. Desc's growth also
comes from its auto parts division, which should continue to be its principal
source of growth. Desc will benefit from gradual recovery of the real estate
market as well.

Grupo Industrial Bimbo, S.A. de C.V. -- 3.6% of the Fund's total investments
Grupo Industrial Bimbo, S.A. de C.V., is the country's largest bread loaf
manufacturer with a 90% nationwide market share. It consists of eight companies,
including two that market cookies and cakes, as well as one that sells salted
snacks. It owns 49 factories in 16 cities, and 12,000 distribution routes that
allow 400,000 sales visits a day, reaching even the smallest towns and caters to
nearly one million clients. Bimbo also sells in Guatemala, Chile, Venezuela,
Argentina and the USA. Its annual sales are US$1.7 billion and its market
capitalization is US$1.6 billion.

This stock is one of the Fund's strategic holdings that we believe can benefit
from a recovery in domestic demand in Mexico and Latin America.

Tubos de Acero de Mexico, S.A. ("Tamsa") -- 3.4% of the Fund's total investments
Tamsa is Mexico's only manufacturer of seamless pipes, used principally in the
petroleum industry. Its products include casing pipe, drilling pipe, pipe used
for extraction of petroleum and gas, pipes for carrying crude petroleum and gas,
mechanical pipe and extruded pipe. In 1995, Tamsa's exports, to more than 40
countries, represented 79% of total revenues. In 1995, Tamsa and its Argentinean
partner, Siderca Saic, held approximately a 26% share of the world petroleum
pipe market. Tamsa's annual sales total US$540 million and its market
capitalization is US$391 million. Tamsa has the most attractively valued stock
in the steel sector, with interesting prospects for 1997.


                                       6
<PAGE>


Tablex S.A. de C.V. -- 2.9% of the Fund's total investments
Tablex manufactures cookies, pasta, wheat flour, plastic film for food-product
packaging and cardboard boxes, with annual sales of US$172 million. It currently
operates eight factories in four Mexican states, and utilizes a healthy 85% of
its installed capacity of 290,000 metric tons per year. Tablex holds 5% of the
cookie market and 55% of the pasta market in Mexico. Its market capitalization
is US$191 million.

Although Tablex's price has shown a 75% return so far in 1996, the company
continues to be one of our favorite stocks within the food, beverage and tobacco
sector, due to its growth potential once Mexico's domestic recovery
consolidates.

Alfa, S.A. -- 2.8% of the Fund's total investments
Alfa is an industrial conglomerate in Mexico made up of: steel (32% of
revenues), petrochemicals and synthetic fibers (49%), food (11%), other products
such as aluminum heads for automotive engines; rugs and carpets and mattresses
(8%), and telecommunications. Alfa is Mexico's second largest exporter of
manufactured goods, after the automotive industry. The company enjoys strong
export diversification in North America, Latin America, Europe and Asia. Its
annual sales total US $3.4 billion and its market capitalization is US $2.4
billion.

Alfa has been one of the Fund's best performing equity holdings over the last 12
months. The Fund has recently taken profits in it and reduced its exposure by
half, since we feel that Mexico is reaching the low point in its business cycle.

Outlook
Overall, we are cautiously optimistic. We maintain a positive outlook
domestically in Mexico for the balance of 1996 based on the current level of
undervaluation in the Mexican stock market. We have positioned the portfolio
somewhat defensively while we monitor developments in the U.S. markets (a U.S.
market correction would impact the Bolsa, creating what we would view as buying
opportunities, as could a rise in U.S. interest rates.) For now, we plan to
continue increasing the Fund's equity position on price weakness, and are
currently looking for undervalued high quality stocks. In the long run, we
continue to be optimistic about the prospects for Mexico's economy and the
potential for its securities markets.

Respectfully,

/s/ M. Pichardo 
- --------------- 
M. Eugenia Pichardo
Portfolio Manager
Acci Worldwide, S.A. de C.V.
Mexico City
August 15, 1996     Past performance is not an indication of future performance.


                                       7
<PAGE>


Schedule of Investments                  The Mexico Equity and Income Fund, Inc.
July 31, 1996

<TABLE>
<CAPTION>
Number                                                                        Percent
of Shares      Security                                                   of Holdings             Value
- ------------------------------------------------------------------------------------------------------------------------------------

               MEXICO                                                          99.12%
- ------------------------------------------------------------------------------------------------------------------------------------
               COMMON STOCKS                                                   78.30%
- ------------------------------------------------------------------------------------------------------------------------------------
   <S>         <C>                                                            <C>             <C>      
               Chemicals                                                        0.84%
    511,000    Cydsa, S.A.  A........................................................         $  1,185,709
                                                                                                ----------
               Communications                                                   7.94%
    398,000    Carso Global Telecom A1*..............................................            1,154,384
    187,000    Grupo Televisa, S.A.* ................................................            2,485,115
  4,906,000    Telefonos de Mexico, S.A. de C.V. L  .................................            7,528,786
                                                                                                ----------
                                                                                                11,168,285
                                                                                                ----------
               Construction Materials                                          12.85%
    300,000    Apasco, S.A. de C.V. .................................................            1,675,017
    200,000    Bufete Industrial, S.A.*..............................................            1,067,897
  1,800,000    Cemex, S.A. de C.V....................................................            5,885,300
    450,000    Corporacion Geo,  S.A. de C.V. B......................................            1,931,114
    205,000    Empresas ICA Sociedad Controladora,  S.A. de C.V. *...................            2,781,081
     73,700    Tubos de Acero de Mexico ADR*.........................................              732,394
    400,000    Tubos de Acero de Mexico,  S.A.*......................................            3,992,090
                                                                                                ----------
                                                                                                18,064,893
                                                                                                ----------
               Financial Groups                                                 5.79%
  7,395,000    Grupo Financiero Bancomer,  S.A. de C.V. B*...........................            3,207,587
  2,033,000    Grupo Financiero Banorte,  S.A. de C.V. B ............................            1,929,809
  2,000,000    Grupo Financiero GBM Atlantico, S.A. de C.V. B*.......................            1,241,925
  3,417,580    Grupo Financiero Serfin, S.A. de C.V. B ..............................            1,757,226
                                                                                                ----------
                                                                                                 8,136,547
                                                                                                ----------
               Food, Beverages, and Tobacco                                    14.00%
  1,087,000    Embotelladoras del Valle de Anahuac, S.A. de C.V. B*..................              874,186
    438,000    Empresas La Moderna, S.A. de C.V. A ..................................            1,917,152
    630,000    Grupo Embotelladoras de Mexico, S.A. de C.V. .........................              988,398
  2,937,000    Grupo Herdez, S.A. A..................................................              937,052
  1,100,000    Grupo Industrial Bimbo, S.A. de C.V. A................................            5,104,812
  1,000,000    Grupo Industrial Maseca, S.A. de C.V. B...............................            1,133,817
    700,000    Grupo Modelo, S.A. de C.V. C..........................................            3,202,373
  1,800,000    Sistema Argos, S.A. B.................................................            1,409,624
  1,563,600    Tablex S.A. de C.V. 2.................................................            4,122,874
                                                                                                ----------
                                                                                                19,690,288
                                                                                                ----------
               Industrial Conglomerates                                        14.09%
    985,000    Alfa, S.A. de C.V. A .................................................           3,921,820
    550,000    Desc, Sociedad de Fomento Industrial, S.A. de C.V. A .................           2,610,415
    287,000    Desc, Sociedad de Fomento Industrial, S.A. de C.V. B .................           1,362,162
    324,000    Desc, Sociedad de Fomento Industrial, S.A. de C.V. C .................           1,554,858
</TABLE>


                                                                 8
<PAGE>


Schedule of Investments (continued)      The Mexico Equity and Income Fund, Inc.
July 31, 1996

<TABLE>
<CAPTION>
Number                                                                       Percent
of Shares      Security                                                  of Holdings              Value
- ------------------------------------------------------------------------------------------------------------------------------------
 <S>           <C>                                                            <C>            <C>
 COMMON STOCKS (continued)
               Industrial Conglomerates (continued)
    398,000    Grupo Carso S.A. de C.V. A1*.........................................         $   1,582,030
  1,500,000    Sanluis Corporacion, S.A. de C.V.....................................             8,780,488
                                                                                                ----------
                                                                                                19,811,773
                                                                                                ----------
               Insurance Companies                                              0.05%
   398,000     Invercorporacion, S.A.  A1*..........................................                64,541
                                                                                                ----------
               Mining                                                           2.29%
    262,171    Grupo Mexico S.A de CV 108E Series Warrants (Exp. 8/15/2001)*........               622,159
    625,000    Industrias Penoles, S.A. ............................................             2,595,583
                                                                                                ----------
                                                                                                 3,217,742
                                                                                                ----------
               Paper Products                                                   5.38%
    327,000    Grupo Industrial Durango, S.A. A*....................................             1,758,945
    345,000    Kimberly Clark de Mexico, S.A. A ....................................             5,803,823
                                                                                                ----------
                                                                                                 7,562,768
                                                                                                ----------
               Retailing                                                       11.92%
  5,300,000    Cifra, S.A. de C.V. C*...............................................             7,183,125
    559,000    Controladora Comercial Mexicana, S.A. de C.V. B*.....................               508,517
  1,975,000    El Puerto de Liverpool, S.A. de C.V. C1 .............................             1,484,179
    440,000    Grupo Elektra, S.A. de C.V. .........................................             2,714,832
  3,653,000    Grupo Gigante, S.A. de C.V. B .......................................             1,045,090
    947,000    Nacional de Drogas, S.A. de C.V. L ..................................             2,958,985
    500,000    Organizacion Soriana, S.A. de C.V. B ................................               862,228
                                                                                                ----------
                                                                                                16,756,956
                                                                                                ----------
               Transportation                                                  3.15%
  2,136,000    Cintra, S.A.  A*.....................................................             1,802,294
    470,000    Transportacion Maritima Mexicana, S.A. de C.V. A ....................             2,624,193
                                                                                                ----------
                                                                                                 4,426,487
                                                                                                ----------

              TOTAL COMMON STOCK (Cost $104,776,268)                                           110,085,989
                                                                                               -----------
</TABLE>


Par Value
(000)
- ----------
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
               CONVERTIBLE DEBENTURE                                            2.39%
- ------------------------------------------------------------------------------------------------------------------------------------
<S>            <C>                                                                          <C>          
MXP 24,300    Grupo Financiero Bancomer  95-2 35.99%, 05/16/02  **.................         $   3,362,302
                                                                                            -------------

                            TOTAL CONVERTIBLE DEBENTURE (Cost $3,990,079)                       3,362,302
                                                                                            -------------
</TABLE>


                                                                 9
<PAGE>






Schedule of Investments (continued)      The Mexico Equity and Income Fund, Inc.
July 31, 1996

<TABLE>
<CAPTION>
Par Value                                                                     Percent
(000)          Security                                                     of Holdings           Value
- ------------------------------------------------------------------------------------------------------------------------------------
               MEXICAN-GOVERNMENT-BOND                                          1.04%                                               
- ------------------------------------------------------------------------------------------------------------------------------------

<S>   <C>      <C>                                                            <C>            <C>   
MXP   11,104   Bono de Desarrollo del Gobierno Federal  29.89%,  05/28/98 **.........     $      1,463,916
                                                                                          ----------------

               TOTAL MEXICAN GOVERNMENT BOND (Cost $1,484,480)                                   1,463,916
                                                                                          ----------------

- ------------------------------------------------------------------------------------------------------------------------------------
               SHORT TERM OBLIGATIONS                                          17.39%
- ------------------------------------------------------------------------------------------------------------------------------------

               MEXICAN SHORT TERM OBLIGATONS                                    2.48%
     $3,000    United Mexican States Libor/Cetes Bond 32.94%, 11/27/96 **............            3,487,500
                                                                                          ----------------

               TOTAL MEXICAN SHORT TERM OBLIGATION (Cost $3,060,000)                             3,487,500
                                                                                          ----------------
</TABLE>

<TABLE>
<CAPTION>
               PROMISSORY NOTES                                                14.91%
<S>   <C>      <C>                                 <C>      <C>                                  <C>      
MXP   12,000   Grupo Financiero Atlantico 6314     30.75%,  08/01/96.................            1,582,070
MXP    4,300   Grupo Financiero Atlantico 6325     32.25%,  08/09/96.................              566,908
MXP   13,100   Grupo Financiero Atlantico 6382     40.00%,  09/17/96.................            1,727,037
MXP    5,191   Grupo Financiero Atlantico 6412     31.75%,  10/08/96.................              684,442
MXP    2,200   Grupo Financiero Atlantico 6413     32.00%,  10/09/96.................              290,046
MXP   15,200   Grupo Financiero Atlantico 6513     32.00%,  12/18/96.................            2,003,955
MXP   11,822   Grupo Financiero Bancomer 6314      29.50%,  08/01/96.................            1,558,554
MXP   26,000   Grupo Financiero Bancomer 6323      33.00%,  08/07/96.................            3,427,818
MXP   20,000   Grupo Financiero Intenal 6314       31.00%,  08/01/96.................            2,636,783
MXP   13,189   Grupo Financiero Serfin 7245        33.00%,  06/20/97.................            1,738,817
MXP    4,000   Grupo Financiero Serfin 7255        33.25%,  06/27/97.................              527,357
MXP   12,000   Grupo Nacional Financiera 6505      31.50%,  12/13/96.................            1,582,070
                                                                                          ----------------

               TOTAL PROMISSORY NOTES (Cost $20,968,186)                                        20,962,641
                                                                                          ----------------

               TOTAL SHORT TERM OBLIGATIONS (Cost $24,028,186)                                  24,450,141
                                                                                          ----------------

               TOTAL MEXICO (Cost $134,279,013)                                                139,362,348
                                                                                          ----------------
</TABLE>


                                       10
<PAGE>


Schedule of Investments (continued)      The Mexico Equity and Income Fund, Inc.
July 31, 1996

<TABLE>
<CAPTION>
Number of                                                                        Percent
Shares         Security                                                      of Holdings          Value
- ------------------------------------------------------------------------------------------------------------------------------------
               UNITED STATES                                                       0.88%
- ------------------------------------------------------------------------------------------------------------------------------------
               SHORT-TERM INVESTMENTS                                              0.88%
- ------------------------------------------------------------------------------------------------------------------------------------

  <S>          <C>                                                             <C>            <C>         
  1,138,577    Temporary Investment Fund, Inc. - Temp Cash Portfolio....................      $  1,138,577
     98,692    Trust for Federal Securities, Inc. - Fed Fund Portfolio..................            98,692
                                                                                              ------------
               TOTAL SHORT-TERM INVESTMENTS                                                      1,237,269
                                                                                              ------------

               TOTAL UNITED STATES (Cost $1,237,269)                                             1,237,269
                                                                                              ------------
               TOTAL INVESTMENTS (Cost $135,516,282)***                          100.00%      $140,599,617
                                                                                              ============
</TABLE>
- ----------------
Footnotes and Abbreviations 
*    Non-income producing security.
**   Variable rate security.  Interest rate represents rate at July 31, 1996.
***  Aggregate cost for Federal income tax purposes is $136,122,152.
     The aggregate gross unrealized appreciation (depreciation) for all
     securities is as follows:
     Excess of market value over tax cost       $16,976,284
     Excess of tax cost over market value       (12,498,819)
                                                ----------- 
                                                $ 4,477,465
                                                ===========
MXP Mexican Pesos
ADR American Depository Receipt




See accompanying notes to financial statements.


                                       11
<PAGE>


Statement of Assets and Liabilities.     The Mexico Equity and Income Fund, Inc.
July 31, 1996

<TABLE>
<CAPTION>
<S>                                                                                          <C>         

Assets
Investments, at value (Cost $135,516,282) .........................................          $140,599,617
Cash (including Mexican Pesos of $3,231 with a cost of $3,237) ....................                 3,231
Receivables:
    Interest (net of withholding tax of $48,303) ..................................             1,039,749
    Maturities ....................................................................             6,032,506
    Securities sold................................................................               215,056
Prepaid expenses ..................................................................                12,674
                                                                                             ------------
      Total Assets ................................................................           147,902,833
                                                                                             ------------

Liabilities
Payable for securities purchased...................................................             6,159,787
Due to Mexican Adviser.............................................................                63,091
Due to Co-Adviser..................................................................                48,532
Due to Administrator...............................................................                24,257
Accrued expenses...................................................................               158,758
                                                                                             ------------
      Total Liabilities............................................................             6,454,425
                                                                                             ------------
Net Assets.........................................................................          $141,448,408
                                                                                             ============
Net Asset Value per Share ($141,448,408/11,825,273)................................          $      11.96
                                                                                             ============

Net assets consist of:
Capital stock, ($0.001 par value; 11,825,273 shares issued and outstanding
  100,000,000 shares authorized)...................................................          $     11,825
Paid-in capital....................................................................           131,289,575
 Undistributed net investment income...............................................             1,777,060
 Accumulated net realized gain on investments and
    foreign currency related transactions..........................................             3,300,620
 Net unrealized appreciation in value of investments and on
    translation of other assets and liabilities denominated in foreign currency....             5,069,328
                                                                                             ------------

                                                                                             $141,448,408
                                                                                             ============
</TABLE>




See accompanying notes to financial statements.


                                       12
<PAGE>


Statement of Operations                  The Mexico Equity and Income Fund, Inc.
For the Year Ended July 31, 1996

<TABLE>
<CAPTION>
Investment Income
<S>                                                                        <C>              <C>          
 Interest (Net of taxes withheld of $457,253)........................................       $  10,377,410
 Dividends ..........................................................................           1,127,430
                                                                                            -------------
     Total investment income ........................................................          11,504,840
                                                                                            -------------
Expenses
Investment advisory fees .........................................         $1,192,885
Administration fees...............................................            259,218
Custodian fees ...................................................            145,249
Transfer agent fees ..............................................             42,494
Directors' fees ..................................................             23,934
Legal fees........................................................            158,571
Insurance ........................................................             59,615
Audit fees........................................................             53,107
Printing .........................................................             53,087
NYSE  fees........................................................             14,524
Amortization of organization costs................................              1,500
Interest expense .................................................              1,278
Miscellaneous.....................................................             14,617
    Total expenses...................................................................           2,020,079
                                                                                               ----------
    Net investment income............................................................           9,484,761
                                                                                               ----------
Net  Realized  and  Unrealized  Gain  (Loss) on  Investments,  Foreign  Currency
Holdings and Translation of Other Assets and Liabilities  Denominated in Foreign
Currency:
Net realized gain (loss) from:
    Security transactions through affiliated brokers ..............................             3,277,903
    Security transactions through non-affiliated brokers...........................                22,717
    Foreign currency related transactions .........................................            (4,738,705)
                                                                                            -------------
                                                                                               (1,438,085)
                                                                                            -------------
Net change in unrealized appreciation in value of investments and translation
of other assets and liabilities denominated in foreign currency....................             8,584,186
                                                                                            -------------

Net realized and unrealized gain on investments, foreign currency holdings
and translation of other assets and liabilities denominated in foreign currency....             7,146,101
                                                                                            -------------

Net increase in net assets resulting from operations...............................           $16,630,862
                                                                                            =============
</TABLE>


See accompanying notes to financial statements.


                                       13
<PAGE>


<TABLE>
<CAPTION>
Statements of Changes in Net Assets                                                The Mexico Equity and
                                                                                       Income Fund, Inc.

                                                                            For the Year    For the Year
                                                                               Ended           Ended
                                                                            July 31, 1996   July 31,1995
                                                                            -------------   ------------
Increase (Decrease) in Net Assets
<S>                                                                            <C>           <C>         
Operations
Net investment income..................................................        $ 9,484,761   $  7,139,249
Net realized loss on investments and foreign currency related
    transactions.......................................................         (1,438,085)    (5,237,431)
Net change in unrealized appreciation (depreciation)  in value of
    investments and translation of other assets and liabilities
    denominated in foreign currency....................................          8,584,186    (46,358,221)
                                                                                ----------    ----------- 
      Net increase (decrease)  in net assets resulting from operations          16,630,862    (44,456,403)
                                                                                ----------    ----------- 

Distributions to shareholders from
Net investment income ($0.03 per share)................................                 --       (258,764)
Net realized gains ($0.0867 and $3.90 per share).......................         (1,025,251)   (33,639,303)
                                                                                ----------    -----------

      Decrease in net assets from distributions........................         (1,025,251)   (33,898,067)
                                                                                ----------    -----------

Capital share transactions
Proceeds from sale of 3,000,000 shares in connection with rights offering (net
    of sales commissions of $623,997 and offering
costs of $687,339).....................................................         26,063,664             --
Value of 199,811 shares issued in reinvestment of dividends ...........                 --      2,753,390
Net increase in net assets resulting from capital share transactions...         26,063,664      2,753,390
                                                                                -----------    ----------

Total increase (decrease) in net assets................................         41,669,275    (75,601,080)
                                                                                ----------     ----------

Net Assets
Beginning of year .....................................................         99,779,133    175,380,213
                                                                                ----------    -----------


End of year (including undistributed net investment income of
    $1,777,060 and $1,033,400 respectively) ...........................       $141,448,408    $99,779,133
                                                                              ============    ===========
</TABLE>



See accompanying notes to financial statements.


                                       14
<PAGE>


Financial Highlights                     The Mexico Equity and Income Fund, Inc.
For a Share Outstanding throughout Each Period

<TABLE>
<CAPTION>
                                                            For the Year Ended July 31,
                                               ------------------------------------------------------
                                               1996         1995        1994        1993         1992
                                               ----         ----        ----        ----         ----
<S>                                            <C>         <C>         <C>         <C>          <C>   
Per Share Operating Performance
    Net asset value, beginning of year .....   $11.31      $20.33      $18.51      $16.03       $15.08
                                               ------      ------      ------      ------       ------
    Net investment income...................     0.81+       0.82        0.51        0.68         0.83
    Net realized and unrealized gains
      (losses) on investments, foreign
      currency holdings, and translation
      of other assets and liabilities
      denominated in foreign currencies.....     0.67+      (5.98)       5.47        3.33         1.09
                                               ------      ------      ------      ------       ------
    Net increase (decrease) from
      investment operations.................     1.48       (5.16)       5.98        4.01         1.92
                                               ------      ------      ------      ------       ------
    Less Distributions
      Dividends from net investment income..      --       (0.03)       (0.42)      (0.77)       (0.96)
      Distributions from net realized gains.   (0.09)      (3.90)       (1.67)      (0.76)       (0.01)
                                               ------      ------      ------      ------       ------
      Total dividends and distributions ....   (0.09)      (3.93)       (2.09)      (1.53)       (0.97)
                                               ------      ------      ------      ------       ------
    Capital share transactions
      Anti-dilutive effect of dividend
      reinvestment..........................      --         0.07          --          --           --
      Dilutive effect of rights offering ...   (0.74)          --       (2.07)         --           --
                                               ------      ------      ------      ------       ------
      Total capital share transactions......   (0.74)        0.07       (2.07)       0.00         0.00
                                               ------      ------      ------      ------       ------
    Net asset value, end of year ...........   $11.96      $11.31      $20.33     $ 18.51      $ 16.03
                                               ======      ======      ======      ======       ======
    Per share market value, end of year.....   $9.625      $11.25      $21.25     $18.625      $14.875
    Total Investment Return Based on
      Market Value*.........................  (8.26)%    (31.96)%      41.40%      37.10%       22.80%

Ratios/Supplemental Data
    Net assets, end of year (in 000s)...... $141,448      $99,779    $175,380    $117,627     $101,190
    Ratios of expenses to average
       net assets..........................    1.56%        1.71%       1.64%       1.63%        1.62%
    Ratios of net investment income to
       average net assets..................    7.32%        5.73%       2.75%       4.14%        5.10%
    Portfolio turnover.....................   42.59%       50.52%      43.57%      44.21%       15.08%
    Average commission rate paid**.........   $0.003          N/A         N/A         N/A          N/A
</TABLE>

 
* Total investment return is calculated assuming a purchase of common stock
  at the current market price on the first day and a sale at the current
  market price on the last day of each period reported. Dividends and
  distributions, if any, are assumed for purposes of this calculation to be
  reinvested at prices obtained under the Fund's dividend reinvestment plan.
  Rights offerings, if any, are assumed for purposes of this calculation to
  be fully subscribed under the terms of the rights offering. Total
  investment return does not reflect sales loads or brokerage commissions.

**Computed by dividing the total amount of brokerage commissions paid by the
  total number of shares of investment securities purchased and sold during
  the period for which commissions were charged as required by the SEC for
  fiscal years beginning after September 1, 1995.

+ Based on average shares outstanding.

See accompanying notes to financial statements.


                                       15
<PAGE>


Notes to Financial Statements            The Mexico Equity and Income Fund, Inc.
July 31, 1996

NOTE A: Summary of Significant Accounting Policies

The Mexico Equity and Income Fund, Inc., (the "Fund") was incorporated in
Maryland on May 24, 1990, and commenced operations on August 21, 1990. The Fund
is registered under the Investment Company Act of 1940, as amended, as a
closed-end non-diversified management investment company. Prior to commencing
its operations on August 21, 1990, the Fund had no activities other than the
sale of 8,772 shares of capital stock to Oppenheimer & Co., Inc., at $11.40 per
share.

Significant accounting policies are as follows:
Portfolio Valuation. Investments are stated at value in the accompanying
financial statements. All securities for which market quotations are readily
available are valued at the last sales price prior to the time of determination
of net asset value, or, if no sales price is available at that time, at the
closing price last quoted for the securities (but if bid and asked quotations
are available, at the mean between the current bid and asked prices, rather than
the quoted closing price). Forward contracts are valued at the current cost of
covering or offsetting the contracts. Securities that are traded
over-the-counter are valued, if bid and asked quotations are available, at the
mean between the current bid and asked prices. Investments in short-term debt
securities having a maturity of 60 days or less are valued at amortized cost if
their term to maturity from the date of purchase was less than 60 days, or by
amortizing their value on the 61st day prior to maturity if their term to
maturity from the date of purchase when acquired by the Fund was more than 60
days, unless it is determined by the Directors not to represent fair value. All
other securities and assets are carried at fair value as determined in good
faith by, or under the direction of, the Directors.

Investment Transactions and Investment Income. Investment transactions are
accounted for on the trade date. The cost of investments sold is determined by
use of the specific identification method for both financial reporting and
income tax purposes. Interest income, including the accretion of discount and
amortization of premium on investments, is recorded on an accrual basis;
dividend income is recorded on the ex-dividend date or when known. The
collectibility of income receivable from foreign securities is evaluated
periodically, and any resulting allowances for uncollectible amounts are
reflected currently in the determination of investment income.

Tax Status. No provision is made for U.S. federal income or excise taxes as it
is the Fund's intention to continue to qualify as a regulated investment company
and to make the requisite distributions to its shareholders that will be
sufficient to relieve it from all or substantially all U.S. federal income and
excise taxes.

In accordance with U.S. Treasury regulations, the Fund elected to defer
$2,408,969 of net realized foreign currency losses arising after October 31,
1995. Such losses are treated for tax purposes as arising on August 1, 1996.


                                       16
<PAGE>


Notes to Financial Statements            The Mexico Equity and Income Fund, Inc.
July 31, 1996 (continued)

The Fund is subject to the following withholding taxes on income from Mexican
sources:

     Dividends distributed by Mexican companies are not subject to Mexican
     withholding tax if such dividends are paid out of taxed profits. Dividends
     distributed by Mexican companies from other sources are subject to a 34%
     withholding tax.

     Interest income on debt issued by the Mexican federal government and
     certain other public sector obligations is not subject to withholding.
     Withholding tax on interest from other debt obligations is at a rate of
     4.9%.

     Gains realized by the Fund from the sale or disposition of equity
     securities that are listed and traded on the Mexican Stock Exchange are
     exempt from Mexican withholding tax if sold through the stock exchange.
     Gains realized from the sale or disposition of debt securities are not
     presently subject to taxation, provided that such securities were
     originally issued to the Fund or that no more than 10% of the Fund's shares
     are owned by Mexican residents. Gains realized on transactions outside of
     the Mexican stock exchange are subject to withholding at a rate of 20% of
     the amount received or, upon the election of the Fund, at 30% of the gain.

Foreign Currency Translation. The books and records of the Fund are maintained
in U.S. dollars. Foreign currency amounts are translated into U.S. dollars on
the following basis:

     (i) market value of investment securities, assets and liabilities at the
     current peso exchange rate on the valuation date, and

     (ii) purchases and sales of investment securities, income and expenses at
     the peso rate orexchange rate prevailing on the respective dates of such
     transactions. Securities denominated in currencies other than U.S. dollars
     are subject to changes in value due to fluctuations in foreign exchange.

The Fund does not generally isolate the effect of fluctuations in foreign
exchange rates from the effect of fluctuations in the market prices of
securities. The Fund does isolate the effect of fluctuations in foreign currency
rates, however, when determining the gain or loss upon the sale of foreign
currency denominated debt obligations pursuant to U.S. federal income tax
regulations; such amounts are categorized as foreign exchange gain or loss for
both financial reporting and income tax reporting purposes. The Fund reports
foreign exchange realized gains and losses on all other foreign currency related
transactions as components of realized gains and losses for financial reporting
purposes, whereas such components are treated as ordinary income for Federal
income tax purposes.

Foreign security and currency transactions may involve certain considerations
and risks not typically associated with those of domestic origin as a result of,
among other factors, the level of governmental supervision and regulation of
foreign securities markets and the possibilities of political or economic
instability.


                                       17
<PAGE>


Notes to Financial Statements            The Mexico Equity and Income Fund, Inc.
July 31, 1996 (continued)

Forward Foreign Currency Exchange Contracts. When the Fund enters into a
contract for the purchase or sale of securities denominated in a foreign
currency, or when the Fund anticipates the receipt in a foreign currency of
interest or dividend payments, the Fund may desire to "lock in" the U.S. dollar
price of the security or the U.S. dollar equivalent of such interest or dividend
payment, as the case may be, by entering into a forward foreign currency
exchange contract. Risks may arise upon entering into these contracts from the
potential inability of counterparties to meet the terms of their contracts and
from unanticipated movement in the value of a foreign currency relative to the
U.S. dollar.

Distribution of Income and Gains. The Fund intends to distribute to
shareholders, at least annually, substantially all of its net investment income,
including foreign currency gains, and to normally distribute annually any net
realized capital gains in excess of net realized capital losses (including any
capital loss carryovers), except in circumstances where the Fund realizes very
large capital gains and where the Directors of the Fund determine that the
decrease in the size of the Fund's assets resulting from the distribution of the
gains would not be in the interest of the Fund's shareholders generally. An
additional distribution may be made to the extent necessary to avoid payment of
a 4% Federal excise tax.

Distributions to shareholders are recorded on the ex-dividend date. The amount
of dividends and distributions from net investment income and net realized gains
are determined in accordance with U.S. federal income tax regulations, which may
differ from generally accepted accounting principles. These "book/tax"
differences are either considered temporary or permanent in nature. To the
extent these differences are permanent in nature, such amounts are reclassified
within the capital accounts based on their federal tax-basis treatment;
temporary differences do not require reclassification. Dividends and
distributions that exceed net investment income and net realized capital gains
for financial reporting purposes but not for tax purposes are reported as
dividends in excess of net investment income and net realized gains. To the
extent they exceed net investment income and net realized gains for tax
purposes, they are reported as distributions of paid-in capital.

During the year ended July 31, 1996, the Fund reclassified a loss of $7,715,850
from accumulated net realized gain on investments and foreign currency related
transactions to undistributed net investment income as a result of permanent
book and tax differences relating primarily to foreign currency losses. Net
investment income and net assets were not affected by the change.

Other. Costs incurred by the Fund in connection with its organization have been
fully amortized by the Fund.


                                       18
<PAGE>


Notes to Financial Statements            The Mexico Equity and Income Fund, Inc.
July 31, 1996 (continued)

NOTE B: Management, Investment Advisory and Administrative Services

Acci Worldwide, S.A. de C.V., serves as the Fund's Mexican Adviser (the "Mexican
Adviser") under the terms of the Advisory Agreement (the "Advisory Agreement").
Pursuant to the Advisory Agreement, the Mexican Adviser makes investment
decisions for the Fund and supervises the acquisition and disposition of
securities by the Fund. For its services, the Mexican Adviser receives a monthly
fee at an annual rate of 0.52% of the Fund's average monthly net assets. For the
year ended July 31, 1996, these fees amounted to $673,966.

Advantage Advisers, Inc., a subsidiary of Oppenheimer & Co., Inc., serves as the
Fund's U.S. Co-Adviser (the "Co-Adviser") under the terms of the U.S.
Co-Advisory Agreement (the "Co-Advisory Agreement"). Pursuant to the Co-Advisory
Agreement, the Co-Adviser makes all investment decisions regarding the Fund's
convertible debt securities jointly with the Mexican Adviser and provides advice
and consultation to the Mexican Adviser on investment decisions for the Fund.
For its services, the Co-Adviser receives a monthly fee of 0.40% of the Fund's
average monthly net assets. For the year ended July 31, 1996, these fees
amounted to $518,919.

Oppenheimer & Co., Inc., serves as the Fund's Administrator (the
"Administrator"). The Administrator provides certain administrative services to
the Fund. For its services, the Administrator receives a monthly fee at an
annual rate of 0.20% of the value of the Fund's average monthly net assets. For
the year ended July 31, 1996, these fees amounted to $259,218.

The Fund pays each of its directors who is not a director, officer or employee
of the Mexican Adviser, the U.S. Co-Adviser, the Administrator or any affiliate
thereof an annual fee of $5,000 plus $700 for each Board of Directors meeting
attended in person and $100 for each meeting attended by means of a telephone
conference. In addition, the Fund reimburses the directors for travel and
out-of-pocket expenses incurred in connection with Board of Directors meetings.

NOTE C: Capital Stock

The authorized capital stock of the Fund is 100,000,000 shares of common stock,
$0.001 par value. During the year ended July 31, 1996, the Fund issued 3,000,000
shares in connection with a rights offering to the existing shareholders.
Shareholders of record on July 24, 1995, were issued one transferable right for
each share of common stock owned, entitling shareholders the opportunity to
acquire one newly issued share of common stock for every three rights held at a
subscription price of $9.125 per share. Offering costs of $687,339 attributed to
the rights offering were charged to paid-in capital, of which $100,000 was paid
to Oppenheimer & Co. as reimbursement for its expenses. On August 23, 1995, the
Fund received proceeds of $26,751,003, net of sales commissions of $623,997 from
the offering, of which Oppenheimer & Co. received $273,750 for financial
advisory services and $179,179 for solicitation fees.


                                       19
<PAGE>


Notes to Financial Statements            The Mexico Equity and Income Fund, Inc.
July 31, 1996 (continued)


NOTE D: Portfolio Activity

Purchases and sales of securities other than short-term obligations, aggregated
$61,566,003 and $42,088,310 respectively, for the year ended July 31, 1996.


NOTE E: Transactions with Affiliates

Brokerage Commissions. Acciones y Valores de Mexico, S.A. de C.V., the parent
company of the Mexican Adviser, received total brokerage commissions of $238,233
during the year ended July 31, 1996.


NOTE F: Other

At July 31, 1996, substantially all of the Fund's assets were invested in
Mexican securities. The Mexican securities markets are substantially smaller,
less liquid, and more volatile than the major securities markets in the United
States. Consequently, acquisitions and dispositions of securities by the Fund
may be inhibited.




- --------------------------------------------------------------------------------
 Federal Taxation Notice (unaudited)
 The Fund paid foreign taxes of $408,950 during the fiscal year ended July 31,
 1996, which it intends to pass through pursuant to Section 853 of the Internal
 Revenue Code, to its shareholders. During the fiscal year ended July 31, 1996,
 the Fund made long-term capital gains distributions of $1,025,251.
- --------------------------------------------------------------------------------


                                       20
<PAGE>


Report of                                                  The Mexico Equity and
Independent Accountants                                        Income Fund, Inc.

To the Board of Directors and Shareholders of
The Mexico Equity and Income Fund, Inc.

In our opinion, the accompanying statement of assets and liabilities, including
the schedule of investments, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of The Mexico Equity and Income Fund,
Inc. (the "Fund") at July 31, 1996, the results of its operations for the year
then ended, the changes in its net assets for each of the two years in the
period then ended and the financial highlights for each of the five years in the
period then ended, in conformity with generally accepted accounting principles.
These financial statements and financial highlights (hereafter referred to as
"financial statements") are the responsibility of the Fund's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits, which included confirmation of securities at July
31, 1996 by correspondence with the custodians and brokers and the application
of alternative auditing procedures where confirmations from brokers were not
received, provide a reasonable basis for the opinion expressed above.


PRICE WATERHOUSE LLP
1177 Avenue of the Americas
New York, New York
September 17, 1996


                                       21
<PAGE>


Dividends and Distributions;                               The Mexico Equity and
Dividend Reinvestment Plan                                     Income Fund, Inc.

The Fund intends to distribute to shareholders substantially all of its net
investment company taxable income at least annually. Investment company taxable
income, as defined in section 852 of the Internal Revenue Service Code of 1986,
includes all of the Fund's taxable income minus the excess, if any, of its net
realized long-term capital gains over its net realized short-term capital losses
(including any capital loss carryovers), plus or minus certain other required
adjustments. The Fund also expects to distribute annually substantially all of
its net realized long-term capital gains in excess of net realized short-term
capital losses (including any capital loss carryovers), except in circumstances
where the Fund realizes very large capital gains and where the Directors of the
Fund determine that the decrease in the size of the Fund's assets resulting from
the distribution of the gains would not be in the interests of the Fund's
shareholders generally.

Pursuant to the Fund's Dividend Reinvestment Plan (the "Plan"), each shareholder
will be deemed to have elected, unless the Plan Agent (as defined below) is
otherwise instructed by the shareholder in writing, to have all distributions,
net of any applicable U.S. withholding tax, automatically reinvested in
additional shares of the Fund by PNC Bank, National Association, the Fund's
transfer agent, as the Plan Agent (the "Plan Agent"). Shareholders who do not
participate in the Plan will receive all dividends and distributions in cash,
net of any applicable U.S. withholding tax, paid in U.S. dollars by check mailed
directly to the shareholder by the Plan Agent, as dividend-paying agent.
Shareholders who do not wish to have dividends and distributions automatically
reinvested should notify the Plan Agent for The Mexico Equity and Income Fund,
Inc., c/o PNC Bank, National Association, 400 Bellevue Parkway, Wilmington,
Delaware 19809. Dividends and distributions with respect to shares of the Fund's
Common Stock registered in the name of a broker-dealer or other nominee (i.e.,
in "street name") will be reinvested under the Plan unless the service is not
provided by the broker or nominee or the shareholder elects to receive dividends
and distributions in cash. A shareholder whose shares are held by a broker or
nominee that does not provide a dividend reinvestment program may be required to
have his shares registered in his own name to participate in the Plan. Investors
who own shares of the Fund's Common Stock registered in street name should
contact the broker or nominee for details.

The Plan Agent serves as agent for the shareholders in administering the Plan.
If the Directors of the Fund declare an income dividend or a capital gains
distribution payable either in the Fund's Common Stock or in cash, as
shareholders may have elected, nonparticipants in the Plan will receive cash and
participants in the Plan will receive Common Stock, to be issued by the Fund. If
the market price per share on the valuation date equals or exceeds net asset
value per share on that date, the Fund will issue new shares to participants at
net asset value; or, if the net asset value is less than 95% of the market price
on the valuation date, then such shares will be issued at 95% of the market
price. If net asset value per share on the valuation date exceeds the market
price per share on that date, participants in the Plan will receive shares of
Common Stock from the Fund valued at market price. The valuation date is the
dividend or distribution payment date or, if that date is not a New York Stock
Exchange trading day, the next preceding trading day. If the Fund should declare
an income dividend or capital gains distribution payable only in cash, the Plan
Agent will, as agent for the participants, buy Fund shares in the open market on
the New York Stock Exchange or elsewhere, for the participants' accounts on, or
shortly after, the payment date.


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<PAGE>


Dividends and Distributions;                               The Mexico Equity and
Dividend Reinvestment Plan (continued)                         Income Fund, Inc.

The Plan Agent maintains all shareholder accounts in the Plan and furnishes
written confirmations of all transactions in an account, including information
needed by shareholders for personal and tax records. Shares in the account of
each Plan participant will be held by the Plan Agent in noncertified form in the
name of the participant, and each shareholder's proxy will include those shares
purchased pursuant to the Plan.

In the case of shareholders such as banks, brokers or nominees that hold shares
for others who are beneficial owners, the Plan Agent will administer the Plan on
the basis of the number of shares certified from time to time by the
shareholders as representing the total amount registered in the shareholder's
name and held for the account of beneficial owners who participate in the Plan.

There is no charge to participants for reinvesting dividends or capital gains
distributions payable in either Common Stock or cash. The Plan Agent's fees for
the handling of reinvestment of such dividends and capital gains distributions
will be paid by the Fund. There will be no brokerage charges with respect to
shares issued directly by the Fund as a result of dividends or capital gains
distributions payable either in stock or in cash. However, each participant will
pay a pro rata share of brokerage commissions incurred with respect to the Plan
Agent's open market purchases in connection with the reinvestment of dividends
or capital gains distributions payable in cash.

Brokerage charges for purchasing small amounts of Common Stock for individual
accounts through the Plan are expected to be less than usual brokerage charges
for such transactions because the Plan Agent will be purchasing stock for all
participants in blocks and prorating the lower commissions thus attainable.
Brokerage commissions will vary based on, among other things, the broker
selected to effect a particular purchase and the number of participants on whose
behalf such purchase is being made.

The receipt of dividends and distributions in Common Stock under the Plan will
not relieve participants of any income tax (including withholding tax) that may
be payable on such dividends or distributions.

Experience under the Plan may indicate that changes in the Plan are desirable.
Accordingly, the Fund and the Plan Agent reserve the right to terminate the Plan
as applied to any dividend or distribution paid subsequent to notice of the
termination sent to participants at least 30 days before the record date for
such dividend or distribution. The Plan also may be amended by the Fund or the
Plan Agent, but (except when necessary or appropriate to comply with applicable
law, rules or policies of a regulatory authority) only upon at least 30 days'
written notice to participants. All correspondence concerning the Plan should be
directed to the Plan Agent at the address above.


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