Three-quarter-length unfinished portrait of Countess Spencer seated in an armchair in a brown riding habit. She is facing slightly to the right and her hands are crossed in her lap.
The sitter was the eldest daughter of Stephen Poyntz. On 20 December 1755, she married John Spencer, 1st Earl Spencer; their daughter Georgiana later married William Cavendish, 5th Duke of Devonshire.
The finished version of this portrait was painted by Gainsborough in 1781 and was intended as a wedding present from the sitter to her son who married Lady Lavinia Bingham in that year. This unfinished painting is on a larger scale, and includes in the background a sketch for a frame.