<PAGE>
Katherine P. Feld
Vice President &
Associate Counsel
August 28, 1995
U.S. Securities and Exchange Commission
OFICS Filer Support, Mail Stop 0-7
6432 General Green Way
Alexandria, VA 22312
Re: Oppenheimer Equity Income Fund
Reg. No. 2-33043, File No. 811-1512
To the Securities and Exchange Commission:
An electronic ("EDGAR") filing is hereby made pursuant to Rule
24f-2 of Investment Company Act of 1940 (the "1940 Act") on behalf of
Oppenheimer Equity Income Fund accompanied by an opinion of counsel for
the registration of additional shares of the above Fund. The filing fee
of $19,329, calculated at the rate of 1/29 of 1% of the value of the
Fund's shares sold in excess of the shares redeemed for each class for the
fiscal year ended June 30, 1995, was wired to the SEC's account at Mellon
Bank on August 24, 1995 (Fed Wire No. 4927) and referenced this filing.
The Fund has previously registered an indefinite number of shares
pursuant to Rule 24f-2. The purpose of the Notice was to make definite
the registration of 19,327,605 Class A shares and 7,529,176 Class B shares
of the Fund in reliance on Rule 24f-2.
Very truly yours,
/s/ Katherine P. Feld
Katherine P. Feld
Vice President &
Associate Counsel
(212) 323-0252
KPF/gl
Enclosures
cc (w/enclosures): Allan B. Adams, Esq.
Mr. Robert Bishop
Ms. Gloria LaFond
SEC/300.24F
<PAGE>
Rule 24f-2 Notice for Oppenheimer Equity Income Fund
3410 South Galena Street, Denver, Colorado 80231
(Registration No. 2-33043, File No. 811-1512)
NOTICE IS HEREBY GIVEN that Oppenheimer Equity Income Fund having
previously filed by post-effective amendment of its registration statement
a declaration that an indefinite number of its securities were being
registered pursuant to Rule 24f-2 of the Investment Company Act of 1940,
now elects to continue such indefinite registration.
(i) This Notice is being filed for the fiscal year ended June 30,
1995.
(ii) 1,939,832 Class A shares which had been registered other than
pursuant to this Rule remained unsold at the beginning of the
above fiscal year.
(iii) 2,174,268 Class A shares were registered other than pursuant
to this Rule during the above fiscal year.
(iv) The number of shares sold during the above fiscal year was as
follows (1):
Class A 19,327,605
Class B 7,529,176
(v) The number of shares sold during the above fiscal year in
reliance upon registration pursuant to this Rule was as
follows:
Class A 19,327,605
Class B 7,529,176
Pursuant to the requirements of the Investment Company Act of 1940,
the undersigned registrant has caused this notice to be signed on its
behalf this 25th day of August, 1995.
Oppenheimer Equity Income Fund
By /s/ Andrew J. Donohue
---------------------------------
Andrew J. Donohue, Vice President
----------------
(1) The calculation of the aggregate sales price is made pursuant to Rule
24f-2 of the Investment Company Act of 1940, as follows:
Value of Value of Filing
Shares Sold Shares Redeemed Net Fee
----------- --------------- --- ------
Class A $211,965,717 $(325,444,351) $(113,478,634) $ 0*
Class B $ 72,586,104 $( 16,530,811) $ 56,055,293) $19,329**
* Class A shares redeemed in excess of Class A shares sold to be
re-registered pursuant to Rule 24e-2 total 14,230,018.
**Calculated as 1/29 of 1% of net sales.
SEC/300.24F
<PAGE>
MYER, SWANSON, ADAMS & WOLF, P.C.
Attorneys At Law
The Colorado State Bank Building
1600 Broadway - Suite 1850
Denver, Colorado 80202-4918
Telephone (303) 866-9800
Facsimile (303) 866-9818
August 23, 1995
Oppenheimer Equity Income Fund
3410 South Galena Street
Denver, Colorado 80231
Gentlemen:
In connection with the public offering of the no par value Class A shares
and no par value Class B shares of the Oppenheimer Equity Income Fund, a
business trust organized under the laws of the Commonwealth of
Massachusetts (the "Trust"), as counsel for the Trust, we have examined
such records and documents and have made such further investigation and
examination as we deem necessary for the purposes of this opinion.
We are advised that during the fiscal period ended June 30, 1995,
19,327,605 Class A shares and 7,529,176 Class B shares of beneficial
interest of the Trust were sold in reliance on the registration of an
indefinite number of shares pursuant to Rule 24f-2 of the Investment
Company Act of 1940.
It is our opinion that the said shares of beneficial interest of the Trust
sold in reliance on Rule 24f-2 of the Investment Company Act of 1940 are
legally issued and, subject to the matters mentioned in the next
paragraph, fully paid and nonassessable by the Trust.
Under Massachusetts law, shareholders of the Trust may, under certain
circumstances, be held personally liable as partners for the obligations
of the Trust. The Declaration of Trust does, however, contain an express
disclaimer of shareholder liability for acts or obligations of the Trust
and requires that notice of such disclaimer be given in each agreement,
obligation, or instrument entered into or executed by the Trust or the
Trustees. The Declaration of Trust provides for indemnification out of
the trust property of any shareholder held personally liable for the
obligations of the Trust. The Declaration of Trust also provides
that the Trust shall, upon request, assume the defense of any claim made
against any shareholder for any act or obligation of the Trust and satisfy
any judgment thereon.
Sincerely,
MYER, SWANSON, ADAMS & WOLF, P.C.
By /s/ Allan B. Adams
----------------------------------
Allan B. Adams
