OPPENHEIMER EQUITY INCOME FUND
                  Supplement dated May 15, 1998 to the
                   Prospectus dated December 22, 1997


The  Supplement  to the  Prospectus  dated  January 9, 1998 is  replaced  in its
entirety  and the  Prospectus  dated  December  22,  1997 is  changed as follows
effective June 1, 1998:

1. Footnote number 1 under the table entitled "Shareholder Transaction Expenses"
on page 3 is modified to read as follows:

      (1) If you  invest $1  million  or more  ($500,000  or more for  purchases
      "Retirement  Plans" as  defined  in  "Class A  Contingent  Deferred  Sales
      Charge" on page 32) 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 during which you purchased those shares. See "How to
      Buy Shares -- Buying Class A Shares," below.

2. The section entitled "Futures" on page 18 is replaced with the following:

      o Futures.  The Fund may buy and sell futures contracts that relate to (1)
      broadly-based  stock  indices  (these  are  referred  to  as  Stock  Index
      Futures),  (2) interest rates (Interest Rate Futures) (3) foreign currency
      (Foreign  Currency  Futures),  (4)  other  securities  indexes  (Financial
      Futures),  and (5) commodities  (Commodities  Futures).  Foreign  Currency
      Futures are used to try to protect against declines in the dollar value of
      foreign securities the Fund owns, or to protect against an increase in the
      dollar  cost  of  buying  foreign  securities.  There  are  special  risks
      associated  with  foreign  currency  options  such as a  possible  lack of
      liquidity an increased volatility because of currency exchange rates. More
      information  on  Futures  is  included  in  the  Statement  of  Additional
      Information  including a discussion  of the  potential  risks which may be
      involved in investing in Futures.

3. The second sentence of the paragraph entitled "Class A Shares" in the section
entitled "How to Buy Shares-Classes of Shares" on page 27 is modified to read as
follows:

      If you  purchase  Class A shares as part of an  investment  of at least $1
      million  ($500,000  for  Retirement  Plans)  in  shares  of  one  or  more
      Oppenheimer  funds,  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, described below.


                                                                  [over]








4. The first  sub-paragraph of the section entitled "Buying Class A Shares-Class
A Contingent Deferred Sales Charge" on page 32 is modified to read as follows:

            o Purchases by a Retirement  Plan qualified under section 401(a) or
      401(k) of the Internal  Revenue Code if the Retirement Plan has total plan
      assets of $500,000 or more;

5. The first and second sentences of the third paragraph of the section entitled
"Buying Class A Shares-Class A Contingent  Deferred Sales Charge" on page 33 are
modified to read as follows:

      If you redeem any Class A shares subject to the contingent  deferred sales
      charge  described  above within 18 months of the end of the calendar month
      of their purchase, a contingent deferred sales charge (called the "Class A
      contingent  deferred  sales  charge") may be deducted from the  redemption
      proceeds.  (A different holding period may apply to shares purchased prior
      to June 1, 1998.)

6. The second  sentence of the fifth paragraph of the section  entitled  "Buying
Class A Shares- Class A Contingent Deferred Sales Charge" on page 33 is modified
to read as follows:

      However,  if the shares acquired by exchange are redeemed within 18 months
      of the end of the calendar month of the purchase of the exchanged  shares,
      the  contingent  deferred  sales charge will apply.  (A different  holding
      period may apply to shares purchased prior to June 1, 1998.)

7. The  paragraph  entitled  "Special  Arrangements  With Dealers" on page 33 is
hereby deleted.

8. The  following  sub-paragraphs  under  the  heading  "Waivers  of the Class A
Contingent  Deferred  Sales  Charge  for  Certain  Redemptions"  of the  section
entitled "Waivers of Class A Sales Charges" on page 36 are deleted:

            o if, at the time of purchase  of shares  (prior to May 1, 1997) the
      dealer  agreed in  writing  to accept  the  dealer's  portion of the sales
      commission 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

            o if, at the time of  purchase  of shares  (on or after May 1, 1997)
      the dealer  agreed in writing to accept the dealer's  portion of the sales
      commission in  installments  of 1/12th of the commission per month (and no
      further  commission  will be payable if the shares are redeemed  within 12
      months of purchase).









9. The  following  paragraph  is added on page 42 directly  below the  paragraph
titled, "Shareholder Transactions by Fax:"

      OppenheimerFunds  Internet Web Site. Information about the Fund, including
      your  account  balance,  daily  share  prices,  market and Fund  portfolio
      information, may be obtained by visiting the OppenheimerFunds Internet Web
      Site at the following  Internet address:  http://www.oppenheimerfunds.com.
      Additionally,  certain  account  transactions  may  be  requested  by  any
      shareholder  listed in the  registration  on an  account as well as by the
      dealer  representative  of record,  through a special  section of that Web
      Site.  To access  that  section  of the Web Site you must  first  obtain a
      personal   identification  number  ("PIN")  by  calling   OppenheimerFunds
      PhoneLink at  1-800-533-3310.  If you do not wish to have Internet account
      transactions capability for your account, please call our customer service
      representatives  at  1-800-525-7048.  To find out more  information  about
      Internet transactions and procedures, please visit the Web Site.























May 15, 1998                                                  PS0300.012






                        OPPENHEIMER EQUITY INCOME FUND
                     Supplement dated May 15, 1998 to the
          Statement of Additional Information dated December 22, 1997

The  supplement to Statement of Additional  Information  dated April 16, 1998 is
replaced in its  entirety  and the  Statement of  Additional  information  dated
December 22, 1997 is changed as follows effective June 1, 1998:

1. The third paragraph under the sub-heading  "Investment Advisory Agreement" on
page 24 is deleted.

2. The third  sentence of the fourth  paragraph in the section  entitled "How To
Exchange Shares" on page 45 is revised to read as follows:

      However,  if you redeem  Class A shares of the Fund that were  acquired by
      exchange of Class A shares of other Oppenheimer funds purchased subject to
      a Class A contingent  deferred sales charge within 18 months of the end of
      the calendar  month of the purchase of the exchanged  Class A shares,  the
      Class A contingent deferred sales charge is imposed on the redeemed shares
      (see "Class A Contingent  Deferred  Sales Charge" in the  Prospectus).  (A
      different  holding period may apply to shares  purchased  prior to June 1,
      1998.)













May 15, 1998                                                        PX0300.006