FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * GOLDSTEIN PHILLIP   2. Issuer Name and Ticker or Trading Symbol MEXICO EQUITY & INCOME FUND INC [MXE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 60 HERITAGE DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 08/31/2007 (Street) PLEASANTVILLE, NY 10570 4. If Amendment, Date Original Filed(Month/Day/Year) 09/05/2007 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock               1 D   Common stock 08/31/2007   J(1)   57,872 (2) (3) A $ 36.24 62,872 (2) (3) I See Footnote (2) (3) Common stock 08/31/2007   S   6,000 (4) (5) D $ 36.4517 56,872 (4) (5) I See Footnote (4) (5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
GOLDSTEIN PHILLIP 60 HERITAGE DRIVE PLEASANTVILLE, NY 10570	X

Signatures

/s/ Phillip Goldstein		09/12/2007
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The reported securities were purchased by the Reporting Person pursuant to a rights offering in which the Reporting Person exercised its right to purchase shares of common stock of the Issuer.
(2)	The reported securities were acquired by Mercury Partners LP, a limited partnership; Steady Gain Partners LP, a limited partnership, Opportunity Income Plus LP, a limited partnership; Opportunity Partners L.P., a limited partnership; Full Value Partners LP, a limited partnership; and Calapasas Investment Partnership LP, a limited partnership. The Reporting Person is a portfolio manager for Mercury Partners LP, who has shared voting and dispositive power. The Reporting Person is the President of Kimball & Winthrop, Inc., the general partner of Opportunity Partners LP and the portfolio manager for Calapasas Investment Partnership LP, which has sole voting and dispositive power. The Reporting Person is a Managing Member of Spar Advisors LLC, the general partner of Opportunity Income Plus LP, which has sole voting and dispositive power.
(3)	The Reporting Person is a Managing Member of Full Value Advisors LLC, the general partner of Full Value Partners LP, which has sole voting and dispositive power. On August 31, 2007 Mercury Partners LP purchased 4,621 shares of the common stock of the Issuer, Steady Gain Partners LP purchased 4,621 shares of the common stock of the Issuer, Opportunity Income Plus LP purchased 3,675 shares of the common stock of the Issuer, Opportunity Partners L.P. purchased 19,362 shares of the common stock of the Issuer, Full Value Partners LP purchased 19,362 shares of the common stock of the Issuer and Calapasas Investment Partnership LP purchased 6,231 shares of the common stock of the Issuer. The Reporting Person disclaims beneficial ownership of the securities purchased by Mercury Partners LP, Steady Gain Partners LP, Opportunity Income Plus LP, Opportunity Partners L.P., Full Value Partners LP and Calapasas Investment Partnership LP.
(4)	The reported securities were sold by Mercury Partners LP, a limited partnership; Steady Gain Partners LP, a limited partnership, Opportunity Income Plus LP, a limited partnership; Opportunity Partners L.P., a limited partnership; Full Value Partners LP, a limited partnership; and Calapasas Investment Partnership LP, a limited partnership. The Reporting Person is a portfolio manager for Mercury Partners LP, who has shared voting and dispositive power. The Reporting Person is the President of Kimball & Winthrop, Inc., the general partner of Opportunity Partners LP and the portfolio manager for Calapasas Investment Partnership LP, which has sole voting and dispositive power.
(5)	The Reporting Person is a Managing Member of Spar Advisors LLC, the general partner of Opportunity Income Plus LP, which has sole voting and dispositive power. The Reporting Person is a Managing Member of Full Value Advisors LLC, the general partner of Full Value Partners LP, which has sole voting and dispositive power. On August 31, 2007 Mercury Partners LP sold 479 shares of the common stock of the Issuer, Steady Gain Partners LP sold 479 shares of the common stock of the Issuer, Opportunity Income Plus LP sold 382 shares of the common stock of the Issuer, Opportunity Partners L.P. sold 2,007 shares of the common stock of the Issuer, Full Value Partners LP sold 2,007 shares of the common stock of the Issuer and Calapasas Investment Partnership LP sold 646 shares of the common stock of the Issuer.

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