EX-99

ROCSOP

Net investment income (loss) and net realized gain (loss) may differ for
financial statement and tax purposes. The character of dividends and
distributions made during the fiscal year from net investment income or net
realized gains may differ from their ultimate characterization for federal
income tax purposes. Also, due to timing of dividends and distributions, the
fiscal year in which amounts are distributed may differ from the fiscal year in
which the income or net realized gain was recorded by the Fund. Accordingly, the
following amounts have been reclassified for August 31, 2005. Net assets of the
Fund were unaffected by the reclassifications.

                                        REDUCTION TO        REDUCTION TO
                                         ACCUMULATED     ACCUMULATED NET
                   INCREASE TO        NET INVESTMENT       REALIZED GAIN
                   PAID-IN CAPITAL              LOSS    ON INVESTMENTS(4)
                   -----------------------------------------------------
                   $9,963,417             $6,006,296         $15,969,713

4. $9,492,374, including $3,943,235 of long-term capital gain, was distributed
in connection with Fund share redemptions.

EX-99.77E LEGAL

LITIGATION

A consolidated amended complaint has been filed as putative derivative and class
actions against the Manager, OFS and the Distributor, as well as 51 of the
Oppenheimer funds (as "Nominal Defendants") including the Fund, 30 present and
former Directors or Trustees and 8 present and former officers of the funds.
This complaint, initially filed in the U.S. District Court for the Southern
District of New York on January 10, 2005 and amended on March 4, 2005,
consolidates into a single action and amends six individual previously-filed
putative derivative and class action complaints. Like those prior complaints,
the complaint alleges that the Manager charged excessive fees for distribution
and other costs, improperly used assets of the funds in the form of directed
brokerage commissions and 12b-1 fees to pay brokers to promote sales of the
funds, and failed to properly disclose the use of assets of the funds to make
those payments in violation of the Investment Company Act of 1940 and the
Investment Advisers Act of 1940. Also, like those prior complaints, the
complaint further alleges that by permitting and/or participating in those
actions, the Directors/Trustees and the Officers breached their fiduciary duties
to shareholders of the funds under the Investment Company Act of 1940 and at
common law. The complaint seeks unspecified compensatory and punitive damages,
rescission of the funds' investment advisory agreements, an accounting of all
fees paid, and an award of attorneys' fees and litigation expenses.

      The defendants believe that the allegations contained in the Complaints
are without merit and that they have meritorious defenses against the claims
asserted. The defendants intend to defend these lawsuits vigorously and to
contest any claimed liability. The defendants believe that it is premature to
render any opinion as to the likelihood of an outcome unfavorable to them and
that no estimate can yet be made with any degree of certainty as to the amount
or range of any potential loss.

EX-23

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Shareholders and
Board of Trustees of
Oppenheimer Capital Income Fund:

In planning and performing our audit of the financial statements of Oppenheimer
Capital Income Fund as of and for the year ended August 31, 2005, in accordance
with the standards of the Public Company Accounting Oversight Board (United
States), we considered its internal control over financial reporting, including
control activities for safeguarding securities, as a basis for designing our
auditing procedures for the purpose of expressing our opinion on the financial
statements and to comply with the requirements of Form N-SAR, but not for the
purpose of expressing an opinion on the effectiveness of Oppenheimer Capital
Income Fund's internal control over financial reporting. Accordingly, we express
no such opinion.

The management of Oppenheimer Capital Income Fund is responsible for
establishing and maintaining effective internal control over financial
reporting. In fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits and related costs of
controls. A company's internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with accounting principles generally accepted in the United States of
America ("generally accepted accounting principles"). Such internal control
includes policies and procedures that provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition
of a company's assets that could have a material effect on the financial
statements.


Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.

A control deficiency exists when the design or operation of a control does not
allow management or employees, in the normal course of performing their assigned
functions, to prevent or detect misstatements on a timely basis. A significant
deficiency is a control deficiency, or combination of control deficiencies, that
adversely affects the company's ability to initiate, authorize, record, process,
or report financial data reliably in accordance with generally accepted
accounting principles such that there is more than a remote likelihood that a
misstatement of the company's annual or interim financial statements that is
more than inconsequential will not be prevented or detected. A material weakness
is a significant deficiency, or combination of significant deficiencies, that
results in more than a remote likelihood that a material misstatement of the
annual or interim financial statements will not be prevented or detected.

Our consideration of Oppenheimer Capital Income Fund's internal control over
financial reporting was for the limited purpose described in the first paragraph
and would not necessarily disclose all deficiencies in internal control that
might be significant deficiencies or material weaknesses under standards
established by the Public Company Accounting Oversight Board (United States).
However, we noted no deficiencies in Oppenheimer Capital Income Fund's internal
control over financial reporting and its operation, including controls for
safeguarding securities, that we consider to be a material weakness as defined
above as of August 31, 2005.

This report is intended solely for the information and use of management and the
Board of Trustees of Oppenheimer Capital Income Fund and the Securities and
Exchange Commission and is not intended to be and should not be used by anyone
other than these specified parties.

Deloitte & Touche LLP


Denver, Colorado
October 17, 2005