MARCH 31, 1997 Cohen & Steers Capital Management, Inc. 757 Third Avenue New York, New York 10017 Dear Sirs: Cohen & Steers Special Equity Fund, Inc. (the 'Fund') hereby accepts your offer to purchase 4,000 shares at a price of $25.00 per share for an...

                       XXXXX & STEERS SPECIAL EQUITY FUND, INC.
                                 000 XXXXX XXXXXX
                             XXX XXXX, XXX XXXX 00000


                                                      MARCH 31, 1997


Xxxxx & Steers Capital Management, Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000


Dear Sirs:

    Xxxxx & Steers Special Equity Fund, Inc. (the 'Fund') hereby accepts your
offer to purchase 4,000 shares at a price of $25.00 per share for an aggregate
purchase price of $100,000. This agreement is subject to the understanding that
you have no present intention of selling or redeeming the shares so acquired.

    Any redemption of these shares by you will be reduced by a pro rata portion
of any then unamortized organization expenses of the Fund. This proration will
be calculated by dividing the number of shares to be redeemed by the aggregate
number of shares held which represent the initial capital of the Fund.


                                    Sincerely,

                                    XXXXX & STEERS SPECIAL EQUITY FUND, INC

                                    BY: /s/ XXXXXX XXXXX

                                        

Accepted:

XXXXX & STEERS CAPITAL MANAGEMENT, INC.

BY: /s/ XXXXXX X. XXXXXX