MEXICO EQUITY & INCOME FUND INC
SC 13D, 1998-12-15
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<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D



                    Under the Securities Exchange Act of 1934
                               (Amendment No.3 )*


                     The Mexico Equity and Income Fund, Inc.
                                (Name of Issuer)

                                  Common Stock
                          (Title of Class of Securities

                                    592834105
                                 (CUSIP Number)

                                  William Marle
              c/o City of London Investment Management Company Ltd
                  10 Eastcheap, London EC3M 1LX, United Kingdom
                                +44 171 711 0771
           (Name, Address and Telephone Number of Person Authorised to
                      Receive Notices and Communications)

                               9th November, 1998
            (Date of Event which requires filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.

Check the following box if a fee is being paid with this statement / /. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less or such class.)
(See Rule 13d-7).

NOTE Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

SEC 1745 (10-88)


                                                                     Page 1 of 6
<PAGE>   2
                                  SCHEDULE 13D
CUSIP NO. 592834105


1.       NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

         THE MP EMERGING MARKETS COUNTRY FUND, a business trust organised under
         the laws of the State of Delaware

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*  (a) / /.
                                                            (b) / /.

3.       SEC USE ONLY

4.       SOURCE OF FUNDS*
         OO

5.       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
         ITEMS 2(d) OR 2(e) / /

6.       CITIZENSHIP OR PLACE OF ORGANIZATION

         DELAWARE, USA


                                 7.       SOLE VOTING POWER
                                          472,000
           NUMBER OF
            SHARES               8.       SHARED VOTING POWER
         BENEFICIALLY                     0
           OWNED BY
             EACH                9.       SOLE DISPOSITIVE POWER
           REPORTING                      472,000
            PERSON
             WITH                10.      SHARED DISPOSITIVE POWER
                                          0

11.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         472,000

12.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
         / /.

13.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
         3.99%

14.      TYPE OF REPORTING PERSON*
         IC
                      *SEE INSTRUCTION BEFORE FILLING OUT!


                                                                     Page 2 of 6
<PAGE>   3
                            STATEMENT ON SCHEDULE 13D


ITEM 1                      SECURITY AND ISSUER

Item 1(a).                  Name of Issuer:

                            The Mexico Equity and Income Fund, Inc.

Item 1(b).                  Address of Issuer's Principal Executive Offices:

                            World Financial Center,
                            200 Liberty Street,
                            New York,
                            New York, 10281

Item 1(c)                   Class of Securities

                            Common Stock

ITEM 2                      IDENTITY AND BACKGROUND

Item 2(a).                  Names of Person Filing:

                            The MP Emerging Markets Country Fund

Item 2(b).                  Address of Principal Business Office

                            10 Eastcheap
                            London EC3M ILX
                            England

Item 2(c).                  Principal occupation or employment

                            Investment Fund

Item 2(d).                  Details of criminal convictions within past five
                            years

                            None

Item 2(e).                  Details of civil proceedings within past five years
                            where judgement was against Person filing

                            None

Item 2(f).                  Citizenship:

                            Delaware, USA



                                                                     Page 3 of 6
<PAGE>   4
ITEM 3                      SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

                            Invested Capital


ITEM 4                      PURPOSE OF TRANSACTION

                            Investment

Item 4(a)                   Plans/Proposals to acquire additional
                            securities/disposal of securities

                            The MP Emerging Markets Country Fund may from time
                            to time consider other alternatives to its
                            investment in The Mexico Equity and Income Fund,
                            Inc. ('the Fund') which may result in the
                            acquisition of beneficial ownership of additional
                            shares of the Fund in the open market, in privately
                            negotiated transactions or otherwise, or the
                            disposal of all or part of its holdings of shares of
                            the Fund.

Item 4(b)                   Planned/Proposed extraordinary corporate transaction
                            involving issuer or its subsidiaries.

                            None

Item 4(c)                   Planned/Proposed material sale/transfer of assets of
                            issuer or its subsidiaries.

                            None

Item 4(d)                   Planned/Proposed change to the Board or Management
                            of the issuer

                            None

Item 4(e)                   Planned/Proposed material change to the
                            capitalisation/dividend policy of the issuer

                            None

Item 4(f)                   Planned/Proposed material change to the issuer's
                            business or corporate structure

                            None

Item 4(g)                   Planned/Proposed changes in the issuer's charter,
                            bylaws, or instruments that may impede the
                            acquisition of control of the issuer by any person

                            None

Item 4(h)                   Plans/Proposals to cause a class of security of the
                            issuer to be delisted

                            None

Item 4(i)                   Plans/Proposals to cause a class of equity to become
                            eligible for termination of registration pursuant to
                            Section 12(g)(4).

                            None

Item 4(j)                   Plans/Proposals similar to any of the above.

                            None
                                                                     Page 4 of 6
<PAGE>   5
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER

         (a)      (i)   Aggregate number of securities beneficially Owned:
                        472,000

                  (ii)  Percentage of Class: 3.99

         (b) Number of shares as to which such person has:

                  (i)   sole power to vote or to direct the vote: 472,000

                  (ii)  shared power to vote or to direct the vote: 0

                  (iii) sole power to dispose or to direct the disposition of:
                        472,000

                  (iv)  shared power to dispose or to direct the disposition of:
                        0

                  (v)   information required in Item 2 for persons where power
                        is shared: N/A

         (c) Describe any transactions in the class of securities reported that
         were effected during the past sixty days or since the most recent
         filing on Schedule 13D (Section 240.13d-191), whichever is less by the
         persons named in paragraph (a).

                  who effected transaction: The MP Emerging Markets Country Fund

<TABLE>
<CAPTION>
           TRANSACTION DATE        NO. OF       PRICE PER        TRANSACTION TYPE        WHERE AND HOW TRANSACTED
                                 SECURITIES     SECURITY

<S>                              <C>            <C>              <C>                     <C>
               09 Nov 98             150,000     6.3875                Sell                     Market Sale
</TABLE>


         (d) Third party rights regarding dividends.
             None

         (e) Date ceased to be beneficial owner of more than five percent.
             9th November, 1998

ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
         RESPECT TO SECURITIES OF THE ISSUER

         None

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS

         None





                                                                     Page 5 of 6
<PAGE>   6
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.


Dated: 10th December, 1998
                                                  / s / D.F. Allison
                                                  Name: D.F. Allison
                                                  Title: Company Secretary


                                                                     Page 6 of 6


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