OPPENHEIMER CAPITAL INCOME FUND
                  Class N Share Certificate (8-1/2" x 12-5/8")


I. FRONT OF CERTIFICATE  (All text and other matter lies within 7-1/4" x 11-1/4"
---------------------- decorative border)

                     (upper left) box with heading: NUMBER (OF SHARES)
                       (upper right) box with heading: CLASS N SHARES
                                   (centered below boxes)
                         OPPENHEIMER CAPITAL INCOME FUND
                         A MASSACHUSETTS BUSINESS TRUST

(at left) THIS IS TO CERTIFY THAT   (at right) SEE REVERSE FOR CERTAIN
                                           DEFINITIONS
                                          box with CUSIP number

(at left) is the owner of

               (centered) FULLY PAID CLASS N SHARES OF BENEFICIAL INTEREST OF
                         OPPENHEIMER CAPITAL INCOME FUND

                  A series  of  Oppenheimer  Capital  Income  Fund  (hereinafter
                  called the "Fund"), transferable only on the books of the Fund
                  by the holder hereof in person or by duly authorized attorney,
                  upon surrender of this  certificate  properly  endorsed.  This
                  certificate and the shares  represented  hereby are issued and
                  shall  be  held  subject  to  all  of  the  provisions  of the
                  Declaration of Trust of the Fund to all of which the holder by
                  acceptance hereof assents. This certificate is not valid until
                  countersigned by the Transfer Agent.

                  WITNESS the facsimile  seal of the Fund and the  signatures of
                  its duly authorized officers.

(at left of seal)                                           (at right of seal)
(signature)                                           (signature)

                              Dated:
/s/ Brian W. Wixted                                  /s/ Bridget Macaskill
-----------------------                               -------------------
TREASURER                                             PRESIDENT





                                    (centered at bottom)
                         1-1/2" diameter facsimile seal
                                   with legend
                         OPPENHEIMER CAPITAL INCOME FUND
                                      SEAL
                                      2000
                          COMMONWEALTH OF MASSACHUSETTS



(at lower right, printed vertically)            Countersigned
                            OPPENHEIMERFUNDS SERVICES
                                    (A DIVISION OF OPPENHEIMERFUNDS, INC.
                                    Denver (Colo) Transfer Agent

                                    By ____________________________
                                          Authorized Signature

(at lower left corner, outside ornamental border)
301-000000 [certificate number]


II.   BACK OF CERTIFICATE (text reads from top to bottom of 12-5/8" dimension)
      -------------------

      The following  abbreviations,  when used in the inscription on the face of
this  certificate,  shall be  construed  as though they were written out in full
according to applicable laws or regulations.

TEN COM - as tenants in common TEN ENT - as tenants by the  entirety JT TEN WROS
NOT TC - as tenants with rights of survivorship and not as tenants in common

UNIF GIFT/TRANSFER MIN ACT - __________________  Custodian _______________
                                    (Cust)                        (Minor)

UNDER UGMA/UTMA ___________________
                        (State)

Additional abbreviations may also be used though not in the above list.








For Value Received ............ hereby sell(s), assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
AND PROVIDE CERTIFICATION BY TRANSFEREE

(box for identifying number)

-----------------------------------------------------------------------
(Please print or type name and address of assignee)

------------------------------------------------------

________________________________________________  Class N Shares  of  beneficial
interest  represented  by the  within  certificate,  and do  hereby  irrevocably
constitute and appoint ___________________________ Attorney to transfer the said
shares on the books of the within named Fund with full power of  substitution in
the premises.

Dated: ______________________

                                    Signed: __________________________

                                    -----------------------------------
                                    (Both must sign if joint owners)

                                    Signature(s)      __________________________
                                    guaranteed    Name    of    Guarantor    by:
                                    _____________________________
                                                Signature of Officer/Title

(text printed  NOTICE:  The  signature(s)  to this assignment must vertically to
right  correspond with the name(s) as written upon the of above  paragraph) face
of the certificate in every particular  without alteration or enlargement or any
change whatever.

(text  printed in  Signatures  must be  guaranteed by a financial box to left of
institution of the type described in the current signature(s)) prospectus of the
Fund.

          --------------------------------------------------------------------
                         THIS SPACE MUST NOT BE COVERED IN ANY WAY