OPPENHEIMER CAPITAL INCOME FUND
497, 2001-01-03
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                        OPPENHEIMER CAPITAL INCOME FUND
                  Supplement dated December 18, 2000 to the
                      Prospectus dated December 18, 2000



      Class N shares of Oppenheimer Capital Income Fund are not currently
being offered for sale.









December 18, 2000                                             PS0300.017


<PAGE>




                       OPPENHEIMER CAPITAL INCOME FUND
                  Supplement dated December 18, 2000 to the
         Statement of Additional Information dated December 18, 2000



      Class N shares of Oppenheimer Capital Income Fund are not currently
being offered for sale.









December 18, 2000                                             PX0300.008


<PAGE>


Deborah Kaback
Vice President &
Senior Counsel





January 3, 2001

VIA EDGAR

Securities and Exchange Commission
Mail Stop 0-7, Filer Support
6432 General Green Way
                             Alexandria, VA 22312

      Re:   Oppenheimer Capital Income Fund
            Reg. No. 2-33043; File No. 811-1512

To the Securities and Exchange Commission:

      An electronic  ("EDGAR")  filing is hereby made on behalf of Oppenheimer
Capital  Income  Fund  (the  "Registrant")  pursuant  to  Rule  497(e)  of the
Securities Act of 1933, as amended.  Such filing  includes a supplement  dated
December  18,  2000 to each of the  Prospectus  and  Statement  of  Additional
Information dated December 18, 2000.

      Any  questions  regarding  this  submission  are to be  directed  to the
attention of the undersigned.

                                    Sincerely,



                                    Deborah Kaback
                                    Vice President &
                                    Senior Counsel
                                    (212) 323-0800

Attachments

cc:  Deloitte & Touche LLP
     Myer, Swanson, Adams & Wolf, P.C.
     Gloria LaFond





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