POWER OF ATTORNEY


            KNOW ALL MEN BY THESE PRESENTS,  that the undersigned  constitutes
and appoints  Andrew J. Donohue or Robert G. Zack,  and each of them, his true
and lawful  attorneys-in-fact  and agents, with full power of substitution and
resubstitution,  for him and in his capacity as Trustee of Oppenheimer Capital
Income  Fund (the  "Fund"),  to sign on his  behalf  any and all  Registration
Statements   (including   any   post-effective   amendments  to   Registration
Statements)  under the Securities  Act of 1933, the Investment  Company Act of
1940 and any  amendments  and  supplements  thereto,  and other  documents  in
connection  thereunder,  and to file the same, with all exhibits thereto,  and
other  documents in connection  therewith,  with the  Securities  and Exchange
Commission,  granting  unto said  attorneys-in-fact  and  agents,  and each of
them,  full power and authority to do and perform each and every act and thing
requisite and  necessary to be done in and about the premises,  as fully as to
all intents and purposes as he might or could do in person,  hereby  ratifying
and confirming all that said  attorneys-in-fact  and agents, and each of them,
may lawfully do or cause to be done by virtue hereof.


Dated this 22nd day of November, 2000.




/s/ F. William Marshall, Jr.
-----------------------------
F. William Marshall, Jr.