U.S. SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                FORM 24F-2
                     Annual Notice of Securities Sold
                          Pursuant to Rule 24f-2 


1.   Name and address of issuer:

          Oppenheimer Equity Income Fund
          3410 South Galena Street
          Denver, CO 80231-5099

2.   Name of each series or class of funds for which this notice is
     filed:  

          Oppenheimer Equity Income Fund - Class B

3.   Investment Company Act File Number: 811-1512

     Securities Act File Number: 2-33043

4.   Last day of fiscal year for which this notice is filed:
     8/31/96

5.   Check box if this notice is being filed more than 180 days
     after the close of the issuer's fiscal year for purposes of
     reporting securities sold after the close of the fiscal year
     but before termination of the issuer's 24f-2 declaration:
                                                                       /  /

6.   Date of termination of issuer's declaration under rule 24f-
     2(a)(1), if applicable (see instruction a.6): 

7.   Number and amount of securities of the same class or series
     which had been registered under the Securities Act of 1933
     other than pursuant to rule 24f-2 in a prior fiscal year, but
     which remained unsold at the beginning of the fiscal year: -0-

8.   Number and amount of securities registered during the fiscal
     year other than pursuant to rule 24f-2:  -0-

9.   Number and aggregate sale price of securities sold during the
     fiscal year:

          1,234,485      $13,913,799

10.  Number and aggregate sale price of securities sold during the
     fiscal year in reliance upon registration pursuant to rule
     24f-2:

          1,234,485      $13,913,799

11.  Number and aggregate sale price of securities issued during
     the fiscal year in connection with dividend reinvestment
     plans, if applicable (see Instruction B.7):  -0-

12.  Calculation of registration fee:

     (i)   Aggregate sale price of securities sold 
           during the fiscal year in reliance on 
           rule 24f-2 (from Item 10):               $13,913,799
                                                    -----------
     (ii)  Aggregate price of shares issued in 
           connection with dividend reinvestment 
           plans (from Item 11, if applicable):     +$ -0-
                                                    ------------
     (iii) Aggregate price of shares redeemed or 
           repurchased during the fiscal year 
           (if applicable):                         -$5,624,924
                                                    ------------
     (iv)  Aggregate price of shares redeemed or 
           repurchased and previously applied as 
           a reduction to filing fees pursuant to 
           rule 24e-2 (if applicable):              +  -0-
                                                    ------------
     (v)   Net aggregate price of securities sold 
           and issued during the fiscal year in 
           reliance on rule 24f-2 (line (i), plus 
           line (ii), less line (iii), plus line 
           (iv)) (if applicable):                   $8,288,875
                                                    -----------
     (vi)  Multiplier prescribed by Section 6(b) 
           of the Securities Act of 1933 or other 
           applicable law or regulation (see 
           Instruction C.6):                        x 1/3300
                                                    ------------
     (vii) Fee due (line (i) or line (v) multiplied 
           by line (vi)):                           $2,512
                                                    ------------

Instruction: Issuers should complete line (ii), (iii), (iv), and
             (v) only if the form is being filed within 60 days
             after the close of the issuer's fiscal year.  See
             Instructions C.3.

13.  Check box if fees are being remitted to the Commission's
     lockbox depository as described in section 3a of the
     Commission's Rule of Informal and Other Procedures (17 CFR
     202.3a).                                                           /x/

     Date of mailing or wire transfer of filing fees to the
     Commission's lockbox depository:  

          October 22, 1996, Fed Wire #2262


                                SIGNATURES

This report has been signed below by the following persons on
behalf of the issuer and in the capacities and on the dates
indicated.

                         Oppenheimer Equity Income Fund


                              /s/ Robert J. Bishop
                         By:_____________________________________
                            Robert J. Bishop, Assistant Treasurer

Date: 10/29/96


cc:  Allan Adams, Esq.
     Katherine Feld
     Gloria LaFond






sec\300b.24f

                     Myer, Swanson, Adams & Wolf, P.C.
                             ATTORNEYS AT LAW
Rendle Myer          THE COLORADO STATE BANK BUILDING          Of Counsel  
Allan B. Adams          1600 BROADWAY - SUITE 1480           Robert Swanson
Robert K. Swanson       DENVER, COLORADO 80202-4915              ------    
Thomas J. Wolf*          TELEPHONE (303) 866-9800             Fred E. Neef 
*Board certified civil   FACSIMILE (303) 866-9818              (1910-1986) 
 trial advocate by the 
 National Board of Trial 
 Advocacy

                             October 24, 1996




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,
Class B and Class C 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 commencing July 1,
1996 and ending August 31, 1996, 3,550,795 Class A shares,
1,234,485 Class B shares and 153,840 Class C 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.

                                   /s/ Allan B. Adams
                              By_________________________________
                                Allan B. Adams