OPPENHEIMER EQUITY INCOME FUND
                                      Supplement dated April 20, 1995 to the
                                         Prospectus dated November 1, 1994


The Prospectus is amended as follows:

1.      The supplement dated March 31, 1995, to the Prospectus is corrected
and replaced by this supplement.

2.      Under "Expenses" on page 2, the chart "Shareholder Transaction
Expenses" is amended by deleting the references to the $5.00 fee for
"Exchanges" and inserting "None" on that line under the headings for Class
A and Class B Shares; existing footnote 2 is deleted from that chart.  A
new line entitled "Redemption Fee" is added to the chart with the word
"None" under the headings for Class A and Class B Shares, with a reference
to a new footnote (2) after each, and the footnote is added under the
chart as follows: "(2) There is a $10 transaction fee for redemptions paid
by Federal Funds wire, but not for redemptions paid by check or by ACH
wire through AccountLink (see 'How To Sell Shares')."

3.      Under "How Much Do You Plan To Invest?" in "How to Buy Shares," the
third paragraph of that subsection, which is on page 16, is replaced by
the following:

        For investors who invest $500,00 or more, in most cases Class
        A shares will be the more advantageous choice, no matter how
        long you intend to hold your shares.  For that reason, the
        Distributor normally will not accept purchase orders of $500,000
        or more for Class B shares from a single investor.

4.      Under "Waivers of Class A Sales Charges" in "Reduced Sales Charges
for Class A Share Purchases," the first sentence of the first full
paragraph of that subsection on page 19 is amended by adding a new section
(d) after section (c) as follows:

        ... or (d) purchased and paid for with the proceeds of shares
        redeemed in the prior 12 months from a mutual fund on which an
        initial sales charge or contingent deferred sales charge was
        paid (other than a fund managed by the Manager or any of its
        affiliates) (this waiver must be requested when the purchase
        order is placed for your shares of the Fund, and the Distributor
        may require evidence of your qualification for this waiver).


                                                                 [continued]


5.      The subheading "Telephone Redemptions Through AccountLink" on page
24 under "How To Sell Shares" is amended to read "Telephone Redemptions
Through AccountLink or By Wire," and a second paragraph is added to that
sub-section as follows:

        Shareholders may also have the Transfer Agent send redemption
        proceeds of $2,500 or more by Federal Funds wire to a designated
        commercial bank account.  The bank must be a member of the
        Federal Reserve wire system.  There is a $10 fee for each
        Federal Funds wire.  To place a wire redemption request, call
        the Transfer Agent at 1-800-852-8457.  The wire will normally
        be transmitted on the next bank business day after the shares
        are redeemed.  There is a possibility that the wire may be
        delayed up to seven days to enable the Fund to sell securities
        to pay the redemption proceeds.  No dividends are accrued or
        paid on the proceeds of shares that have been redeemed and are
        awaiting transmittal by wire.  To establish wire redemption
        privileges on an account that is already established, please
        contact the Transfer Agent for instructions.

6.      In the first paragraph of the section "How To Exchange Shares" on
page 24, the second and third sentences are deleted.

April 20, 1995