OPPENHEIMER EQUITY INCOME FUND
497, 1999-04-01
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                         OPPENHEIMER EQUITY INCOME FUND
                      Supplement dated April 1, 1999 to the
                       Prospectus dated December 22, 1998

Effective April 1, 1999, the Prospectus is changed as follows:

1.    The name of the Fund is changed to "Oppenheimer Capital Income Fund."

2. A new first sentence is added to the first paragraph of the section  entitled
"What Does the Fund Invest In?" on page 3 as follows:

      Under normal market  conditions,  the Fund invests 65% of its total assets
      in equity  and  fixed-income  securities  that are  expected  to  generate
      income.

3. The first  sentence of the first  paragraph of the section  entitled  "Equity
Investments" on page 9 is deleted,  and the second sentence of that paragraph is
revised to read as follows:

      The Fund  invests in equity  securities  including  common  and  preferred
      stocks and securities convertible into common stocks.

4. The second  sentence of the first  paragraph  of the section  entitled  "Debt
Securities" on page 10 is deleted.

















April 1, 1999                                                 PS0300.014


<PAGE>


                         OPPENHEIMER EQUITY INCOME FUND
                      Supplement dated April 1, 1999 to the
         Statement of Additional Information dated December 22, 1998

Effective  April 1, 1999, the Statement of Additional  Information is changed as
follows:

3.    The name of the Fund is changed to "Oppenheimer Capital Income Fund."

4.    The  second  sentence  of the  first  paragraph  of the  section  entitled
      "Investments in Bonds and Other Debt Securities" on page 4 is deleted.

5.    The first sentence of the first paragraph of the section entitled "Special
      Risks of Lower-Grade Securities" on page 5 is deleted.







































April 1, 1999                                                       PX0300.008




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