OPPENHEIMER EQUITY INCOME FUND INC
485B24E, 1994-09-09
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<PAGE>

                                               Registration No. 2-33043
                                               File No. 811-1512

                    SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, DC. 20549
                                 FORM N-1A


REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933           / X /

     PRE-EFFECTIVE AMENDMENT NO. __                               /   /

     POST-EFFECTIVE AMENDMENT NO. 41                               / X /

                                  and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940   /   /

     AMENDMENT NO.                                                /   /

                      OPPENHEIMER EQUITY INCOME FUND
- -------------------------------------------------------------------------
            (Exact Name of Registrant as Specified in Charter)

             3410 South Galena Street, Denver, Colorado 80231
- -------------------------------------------------------------------------
                 (Address of Principal Executive Offices)

                              1-303-671-3200
- -------------------------------------------------------------------------
                      (Registrant's Telephone Number)

                          ANDREW J. DONOHUE, ESQ.
                    Oppenheimer Management Corporation
           Two World Trade Center, New York, New York 10048-0203
- -------------------------------------------------------------------------
                  (Name and Address of Agent for Service)


It is proposed that this filing will become effective (check appropriate
box):

   / X /  Immediately upon filing pursuant to paragraph (b)

   /   /  On __________, pursuant to paragraph (b)

   /   /  60 days after filing pursuant to paragraph (a)

   /   /  On _________, pursuant to paragraph (a) of

          Rule 485

- -------------------------------------------------------------------------
The Registrant has registered an indefinite number of shares under the
Securities Act of 1933 pursuant to Rule 24f-2 promulgated under the
Investment Company Act of 1940.  A Rule 24f-2 Notice for the Registrant's
fiscal year ended June 30, 1994 was filed on August 30, 1994.

<PAGE>

                    SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C.





For the registration under the Securities Act of 1933 of shares of
Oppenheimer Equity Income Fund, an open-end management investment company.

A.  Title and amount of shares being registered (number of shares or other
    units):

        Additional 2,174,268 Class A shares of beneficial interest of
        Oppenheimer Equity Income Fund.

B.  Proposed aggregate offering price to the public of the shares being
    registered:

        $23,047,241 based upon the offering price of $10.60 per share at
        September 1, 1994(1).

C.  Amount of filing fee pursuant to Rule 24e-2:

        $100








_______________

(1)The calculation of the maximum aggregate offering price is made pursuant
to Rule 24e-2 of the Investment Company Act of 1940.  The total number of
Class A shares of the Fund sold during the previous fiscal year ended June
30, 1994 was 26,551,307.  No redeemed or repurchased shares have been used
for reductions pursuant to paragraph (a) of Rule 24e-2 in any previous
filing of Post-Effective Amendments during the current fiscal year;
28,698,217 shares were used for reductions pursuant to paragraph (c) of
Rule 24f-2.  The amount of redeemed or repurchased shares being used for
such reduction in this amendment is 2,146,910.



<PAGE>

                                SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and/or the
Investment Company Act of 1940, the Registrant certifies that it meets all
the requirements for effectiveness of this Registration Statement pursuant
to Rule 485(b) under the Securities Act of 1933 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York and State of New York
on the 9th day of September, 1994.

                          OPPENHEIMER EQUITY INCOME FUND

                          By: /s/ James C. Swain*
                          ----------------------------------------
                          James C. Swain, Chairman

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities on the dates indicated:

Signatures                    Title                  Date
- ----------                    -----                  ----

/s/ James C. Swain*           Chairman of the
- ------------------            Board of Trustees      September 9, 1994
James C. Swain

/s/ Jon S. Fossel*            Chief Executive
- --------------------          Officer and            September 9, 1994
Jon S. Fossel                 Trustee

/s/ George C. Bowen*          Chief Financial
- -------------------           and Accounting         September 9, 1994
George C. Bowen               Officer

/s/ Robert G. Avis*           Trustee                September 9, 1994
- ------------------
Robert G. Avis

/s/ William A. Baker*         Trustee                September 9, 1994
- --------------------
William A. Baker

/s/ Charles Conrad, Jr.*      Trustee                September 9, 1994
- -----------------------
Charles Conrad, Jr.

/s/ Raymond J. Kalinowski*    Trustee                September 9, 1994
- -------------------------
Raymond J. Kalinowski

/s/ C. Howard Kast*           Trustee                September 9, 1994
- ------------------
C. Howard Kast

/s/ Robert M. Kirchner*       Trustee                September 9, 1994
- ----------------------
Robert M. Kirchner

/s/ Ned M. Steel*             Trustee                September 9, 1994
- ----------------
Ned M. Steel



*By: /s/ Robert G. Zack
- --------------------------------
Robert G. Zack, Attorney-in-Fact


<PAGE>







                                     September 9, 1994


Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC  20549

          Re:  Oppenheimer Equity Income Fund
               Reg. No. 2-33043, File No. 811-1512
               Written Representation of Counsel     

To the Securities and Exchange Commission:

          Pursuant to paragraph (e) of Rule 485 under the Securities Act
of 1933, and in connection with an Amendment on Form N-1A which is Post-
Effective Amendment No. 41 to the 1933 Act Registration Statement of the
above Fund, the undersigned counsel, who prepared such Amendment, hereby
represents to the Commission for filing with such Amendment that said
Amendment does not contain disclosures which would render it ineligible
to become effective pursuant to paragraph (b) of said Rule 485.

                                     Very truly yours,


                                     /s/ Katherine P. Feld
                                     ---------------------
                                     Katherine P. Feld
                                     Vice President &
                                     Associate Counsel
                                     (212) 323-0252

KPF/gl




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