OPPENHEIMER EQUITY INCOME FUND
Supplement dated July 14, 1995 to the
Prospectus dated November 1, 1994

The following changes are made to the Prospectus:

1.      The supplements dated January 3, 1995 and April 20, 1995 to the
Prospectus are 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.  Footnote 1 under the chart is changed to read as
follows:

        1. If you invest more than $1 million (more than $500,000 for
        purchases by OppenheimerFunds prototype 401(k) plans) in Class
        A shares, you may have to pay a sales charge of up to 1% if you
        sell your shares within 18 calendar months from the end of the
        calendar month in which you purchased those shares. See "How to
        Buy Shares -- Class A Shares," below.

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.      The table on page 3 under the heading "Annual Fund Operating
Expenses" is deleted and replaced with the following:



                                        Class A         Class B
                                        Shares          Shares 

        Management Fees                0.54%           0.54%   
        ___________________________________________________________
        12b-1 Distribution Plan Fees   0.18%           1.00%
         (Restated as to Class A)
        ___________________________________________________________
        Other Expenses                  0.20%          0.28%
        ___________________________________________________________
        Total Fund Operating Expenses    0.92%         1.82%

4.      In "How to Buy Shares," the section entitled "Class A Shares" on page
15 under "Classes of Shares" is changed to read as follows:

        If you buy Class A shares, you may pay an initial sales charge
        on investments up to $1 million (up to $500,000 for purchases
        by OppenheimerFunds prototype 401(k) plans). If you purchase
        Class A shares as part of an investment of at least $1 million
        ($500,000 for OppenheimerFunds prototype 401(k) plans) in shares
        of one or more OppenheimerFunds, you will not pay an initial
        sales charge, but if you sell any of those shares within 18
        months of buying them, you may pay a contingent deferred sales
        charge. The amount of that sales charge will vary depending on
        the amount you invested. Sales charge rates are described in
        "Class A Shares" below.

5.      In "How to Buy Shares," the section entitled "Which Class of Shares
Should You Choose?" on page 15 is changed by adding a new final sentence
to the second paragraph of that section as follows:

        The discussion below of the factors to consider in purchasing
        a particular class of shares assumes that you will purchase only
        one class of shares and not a combination of shares of different
        classes.

6.      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 $500,000 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.

7.      In "How to Buy Shares," the first paragraph of the section "Class A
Contingent Deferred Sales Charge" on page 17 is amended in its entirety
to read as follows:

        There is no initial sales charge on purchases of Class A shares
        of any one or more of the OppenheimerFunds in the following
        cases: 
                - purchases aggregating $1 million or more, or 
                - purchases by an OppenheimerFunds prototype 401(k)
                plan that:  (1) buys shares costing $500,000 or more
                or (2) has, at the time of purchase, 100 or more
                eligible participants, or (3) certifies that it
                projects to have annual plan purchases of $200,000 or
                more.
                
                Shares of any of the OppenheimerFunds that offers only one
        class of shares that has no designation are considered "Class
        A shares" for this purpose. The Distributor pays dealers of
        record commissions on those purchases in an amount equal to the
        sum of 1.0% of the first $2.5 million, plus 0.50% of the next
        $2.5 million, plus 0.25% of purchases over $5 million. That
        commission will be paid only on the amount of those purchases
        in excess of $1 million ($500,000 for purchases by
        OppenheimerFunds 401(k) prototype plans) that were not
        previously subject to a front-end sales charge and dealer
        commission.

8.      The section entitled "At What Price Are Shares Sold?" on page 17 is
amended to change the time of day at which the net asset value is
determined, by revising the second sentence of the first paragraph to read
as follows: "In most cases, to enable you to receive that day's offering
price, the Distributor must receive your order by the time of day The New
York Stock Exchange closes, which is normally 4:00 P.M., New York time,
but may be earlier on some days (all references to time in this Prospectus
mean 'New York time')."  In the second paragraph of that section, the
first sentence is revised to read as follows: "If you buy shares through
a dealer, the dealer must receive your order by the close of The New York
Stock Exchange on a regular business day and transmit it to the
Distributor so that it is received before the Distributor's close of
business that day, which is normally 5:00 P.M."

9.      In "Reduced Sales Charges for Class A Share Purchases" on page 18,
the first sentence of the section "Right of Accumulation" is changed to
read as follows:

        To qualify for the lower sales charge rates that apply to larger
        purchases of Class A shares, you and your spouse can add
        together Class A and Class B shares you purchase for your
        individual accounts, or jointly, or for trust or custodial
        accounts on behalf of your children who are minors.

The first two sentences of the second paragraph of that section are
revised to read as follows:

                Additionally, you can add together current purchases of
        Class A and Class B shares of the Fund and other
        OppenheimerFunds to reduce the sales charge rate that applies
        to current purchases of Class A shares. You can also count Class
        A and Class B shares of OppenheimerFunds you previously
        purchased subject to an initial or contingent deferred sales
        charge to reduce the sales charge rate for current purchases of
        Class A shares, provided that you still hold that investment in
        one of the OppenheimerFunds.

10.     The first sentence of the section entitled "Letter of Intent" on page
18 is revised to read as follows:

        Under a Letter of Intent, if you purchase Class A shares or
        Class A shares and Class B shares of the Fund and other
        OppenheimerFunds during a 13-month period, you can reduce the
        sales charge rate that applies to your purchases of Class A
        shares. The total amount of your intended purchases of both
        Class A and Class B shares will determine the reduced sales
        charge rate for the Class A shares purchased during that period.

11.     In the section entitled "Waivers of Class A Sales Charges" on page
18 the following changes are made:

The first sentence of the first paragraph is replaced by a new
introductory paragraph set forth below and the list of circumstances
describing the sales charge waivers follows a new initial sentence:

        - Waivers of Class A Sales Charges. The Class A sales charges
        are not imposed in the circumstances described below. There is
        an explanation of this policy in "Reduced Sales Charges" in the
        Statement of Additional Information.

                Waivers of Initial and Contingent Deferred Sales Charges
        for Certain Purchasers. Class A shares purchased by the
        following investors are not subject to any Class A sales
        charges:

The introductory phrase preceding the list of sales charge waivers in the
second paragraph is replaced by the following:

                Waivers of Initial and Contingent Deferred Sales Charges
        in Certain Transactions. Class A shares issued or purchased in
        the following transactions are not subject to Class A sales
        charges:

A new subsection (d) is added to the first sentence of the second
paragraph of that section as follows:

        , or (d) shares purchased and paid for with the proceeds of
        shares redeemed in the prior 12 months from a mutual fund (other
        than a fund managed by the Manager or any of its subsidiaries)
        on which an initial sales charge or contingent deferred sales
        charge was paid (this waiver also applies to shares purchased
        by exchange of shares of Oppenheimer Money Market Fund, Inc.
        that were purchased and paid for in this manner); 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.

The third paragraph of that section on page 19 is revised to read as
follows:

                Waivers of the Class A Contingent Deferred Sales Charge.
        The Class A contingent deferred sales charge does not apply to
        purchases of Class A shares at net asset value without sales
        charge as described in the two sections above. It is also waived
        if shares that would otherwise be subject to the contingent
        deferred sales charge are redeemed in the following cases:
                - for retirement distributions or loans to participants or
        beneficiaries from qualified retirement plans, deferred
        compensation plans or other employee benefit plans, including
        OppenheimerFunds prototype 401(k) plans (these are all referred
        to as "Retirement Plans"); or
                - to return excess contributions made to Retirement Plans; or
                - to make Automatic Withdrawal Plan payments that are
        limited annually to no more than 12% of the original account
        value; or
                - involuntary redemptions of shares by operation of law or
        involuntary redemptions of small accounts (see "Shareholder
        Account Rules and Policies," below); or
                - if, at the time a purchase order is placed for Class A
        shares that would otherwise be subject to the Class A contingent
        deferred sales charge, the dealer agrees to accept the dealer's
        portion of the commission payable on the sale in installments
        of 1/18th of the commission per month (and no further commission
        will be payable if the shares are redeemed within 18 months of
        purchase); or
                - for distributions from OppenheimerFunds prototype 401(k)
        plans for any of the following cases or purposes: (1) following
        the death or disability (as defined in the Internal Revenue
        Code) of the participant or beneficiary (the death or disability
        must occur after the participant's account was established); (2)
        hardship withdrawals, as defined in the plan; (3) under a
        Qualified Domestic Relations Order, as defined in the Internal
        Revenue Code; (4) to meet the minimum distribution requirements
        of the Internal Revenue Code; (5) to establish "substantially
        equal periodic payments" as described in Section 72(t) of the
        Internal Revenue Code, or (6) separation from service.

12.     The first paragraph of the section entitled "Waivers of Class B Sales
Charge" on page 20 is amended by  replacing the introductory phrase of
that paragraph with the sentences below and adding a new section at the
end of that paragraph as follows:

        - Waivers of Class B Sales Charge. The Class B contingent
        deferred sales charge will not be applied to shares purchased
        in certain types of transactions nor will it apply to Class B
        shares redeemed in certain circumstances as described below. The
        reasons for this policy are in "Reduced Sales Charges" in the
        Statement of Additional Information.

                Waivers for Redemptions of Shares in Certain Cases. The
        Class B contingent deferred sales charge will be waived for
        redemptions of shares in the following cases:
        . . . .
        
        and (5) for distributions from OppenheimerFunds prototype 401(k)
        plans (1) for hardship withdrawals; (2) under a Qualified
        Domestic Relations Order, as defined in the Internal Revenue
        Code; (3) to meet minimum distribution requirements as defined
        in the Internal Revenue Code; (4) to make "substantially equal
        periodic payments" as described in Section 72(t) of the Internal
        Revenue Code; or (5) for separation from service.

13.     In the section entitled "Reinvestment Privilege" on page 22, the
first three sentences are revised to read as follows:

        If you redeem some or all of your Class A or B shares of the
        Fund, you have up to 6 months to reinvest all or part of the
        redemption proceeds in Class A shares of the Fund or other
        OppenheimerFunds without paying a sales charge. This privilege
        applies to Class A shares that your purchased subject to an
        initial sales charge and to Class A or B shares on which you
        paid a contingent deferred sales charge when you redeemed them. 

14.     In the section entitled "Retirement Plans" on page 22, the following
is added to the list of plans offered by the Distributor:

        - 401(k) prototype retirement plans for businesses

15.     The section entitled "Selling Shares by Telephone" on page 23 is
amended by revising the second sentence to read as follows: "To receive
the redemption price on a regular business day, your call must be received
by the Transfer Agent by the close of The New York Stock Exchange that
day, which is normally 4:00 P.M., but may be earlier on some days."

16.     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.

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

18.     The section entitled "How To Exchange Shares" on page 24 is amended
by revising the first sentence in the first "bulleted" paragraph following
"Telephone Exchange Requests" to read as follows: "Shares are normally
redeemed from one fund and purchased from the other fund in the exchange
transaction on the same regular business day on which the Transfer Agent
receives an exchange request that is in proper form by the close of The
New York Stock Exchange that day, which is normally 4:00 P.M. but may be
earlier on some days."

19.     The first sentence of the section entitled "Net Asset Value Per
Share" under "Shareholder Account Rules and Policies" on page 25 is
revised to read as follows: "Net Asset Value Per Share is determined for
each class of shares as of the close of The New York Stock Exchange on
each regular business day by dividing the value of the Fund's net assets
attributable to a class by the number of shares of that class that are
outstanding.
 
July 14, 1995                                           PS0300.004