AMENDMENT NO. 7 TO
                              AMENDED AND RESTATED
             AGREEMENT AND DECLARATION OF TRUST OF AIM EQUITY FUNDS


         This Amendment No. 7 (the "Amendment") to the Amended and Restated
Agreement and Declaration of Trust of AIM Equity Funds (the "Trust") amends,
effective as of December 2, 2004, the Amended and Restated Agreement and
Declaration of Trust of the Trust dated as of May 15, 2002, as amended (the
"Agreement").

         At a meeting held on December 2, 2004, the Board of Trustees of the
Trust, in accordance with Section 9.7 of the Agreement, approved amendments to
the Agreement. Under Section 9.7 of the Agreement, this Amendment may be
executed by a duly authorized officer of the Trust.

         NOW, THEREFORE, the Agreement is hereby amended as follows:

         1. Section 1.4 of the Agreement is hereby amended and restated to read
in its entirety as set forth below:

            Section 1.4. Certificate of Trust. Immediately upon the execution
            of this Agreement, the Trustees shall file a Certificate of Trust
            in the office of the Secretary of State of the State of Delaware
            pursuant to the Delaware Act.

         2. Section 7.1 of the Agreement is hereby amended and restated to read
in its entirety as set forth below:

            Section 7.1 Distributions. The Trustees may from time to time
            declare and pay dividends and make other distributions with respect
            to any Portfolio, or Class thereof, which may be from income,
            capital gains or capital. The amount of such dividends or
            distributions and the payment of them and whether they are in cash
            or any other Trust Property shall be wholly in the discretion of
            the Trustees, although the Trustees pursuant to Section 4.1(j) may
            delegate the authority to set record, declaration, payment and
            ex-dividend dates, determine the amount of dividends and
            distributions and pay such dividends and distributions. Dividends
            and other distributions may be paid pursuant to a standing
            resolution adopted once or more often as the Trustees determine.
            All dividends and other distributions on Shares of a particular
            Portfolio or Class shall be distributed pro rata to the
            Shareholders of that Portfolio or Class, as the case may be, in
            proportion to the number of Shares of that Portfolio or Class they
            held on the record date established for such payment, provided that
            such dividends and other distributions on Shares of a Class shall
            appropriately reflect Class Expenses and other expenses allocated
            to that Class.



            The Trustees may adopt and offer to Shareholders such dividend
            reinvestment plans, cash distribution payment plans, or similar
            plans as the Trustees deem appropriate.

         3. All references in the Agreement to "this Agreement" shall mean the
Agreement as amended by this Amendment.

         4. Except as specifically amended by this Amendment, the Agreement is
hereby confirmed and remains in full force and effect.

         IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the
Trust, has executed this Amendment as of December 2, 2004.




                                                By:  /s/ROBERT H. GRAHAM
                                                     --------------------------
                                                Name:  Robert H. Graham
                                                Title: President