OPPENHEIMER EQUITY INCOME FUND

                 Supplement dated January 3, 1995 to the
                    Prospectus dated November 1, 1994


The Prospectus is amended as follows:

1.   The table on page 3 under the heading "Annual Fund Operating
     Expenses" is deleted and replaced with the following:

                                        Class A        Class B
                                        Shares         Shares 

     Management Fees                    0.54%          0.54%   
     ___________________________________________________________
     12b-1 Distribution Plan Fees       0.18%          1.00%
       (Restated as to Class A)
     ___________________________________________________________
     Other Expenses                     0.20%          0.28%
     ___________________________________________________________
     Total Fund Operating Expenses      0.92%          1.82%

2.   The section entitled "At What Price Are Shares Sold?" on page 17 is
     amended to change the time of day at which the net asset value is
     determined, by revising the second sentence of the first paragraph
     to read as follows: "In most cases, to enable you to receive that
     day's offering price, the Distributor must receive your order by the
     time of day The New York Stock Exchange closes, which is normally
     4:00 P.M., New York time, but may be earlier on some days (all
     references to time in this Prospectus mean `New York time')."  In the
     second paragraph of that section, the first sentence is revised to
     read as follows: "If you buy shares through a dealer, the dealer must
     receive your order by the close of The New York Stock Exchange on a
     regular business day and transmit it to the Distributor so that it
     is received before the Distributor's close of business that day,
     which is normally 5:00 P.M."

3.   The section entitled "Selling Shares by Telephone" on page 23 is
     amended by revising the second sentence to read as follows: "To
     receive the redemption price on a regular business day, your call
     must be received by the Transfer Agent by the close of The New York
     Stock Exchange that day, which is normally 4:00 P.M., but may be
     earlier on some days."

                                                           (continued)



4.   The section entitled "How To Exchange Shares" on page 24 is amended
     by revising the first sentence in the first "bulleted" paragraph
     following "Telephone Exchange Requests" to read as follows: "Shares
     are normally redeemed from one fund and purchased from the other fund
     in the exchange transaction on the same regular business day on which
     the Transfer Agent receives an exchange request that is in proper
     form by the close of The New York Stock Exchange that day, which is
     normally 4:00 P.M. but may be earlier on some days."

5.   The first sentence of the section entitled "Net Asset Value Per
     Share" under "Shareholder Account Rules and Policies" on page 25 is
     revised to read as follows: "Net Asset Value Per Share is determined
     for each class of shares as of the close of The New York Stock
     Exchange on each regular business day by dividing the value of the
     Fund's net assets attributable to a class by the number of shares of
     that class that are outstanding.
 



January 3, 1995                                           PS300.0195



                     OPPENHEIMER EQUITY INCOME FUND

                    Supplement dated January 3, 1995
    to the Statement of Additional Information dated November 1, 1994

The Statement of Additional Information is amended as follows:

1.  The first sentence of the section entitled "Determination of Net Asset
Values Per Share" under "How To Buy Shares" on page 29 is amended to read
as follows, and a new second sentence is added to that section as follows:


     "The net asset values per share of Class A and Class B shares
     of the Fund are determined as of the close of business of The
     New York Stock Exchange (the "NYSE") on each day that the NYSE
     is open by dividing the Fund's net assets attributable to a
     class by the number of shares of that class that are
     outstanding.  The NYSE normally closes at 4:00 P.M., New York
     time, but may close earlier on some days (for example, in case
     of weather emergencies or on days falling before a holiday)." 
     

2.  The section entitled "AccountLink" on page 30 is revised by replacing
the text after the second sentence with the following:

     "Dividends will begin to accrue on shares purchased by the
     proceeds of ACH transfers on the business day the Fund receives
     Federal funds for the purchase through the ACH system before the
     close of The New York Stock Exchange.  The Exchange normally
     closes at 4:00 P.M., but may close earlier on certain days.  If
     Federal funds are received on a business day after the close of
     the Exchange, the shares will be purchased and dividends will
     begin to accrue on the next regular business day.  The proceeds
     of ACH transfers are normally received by the Fund three days
     after the transfers are initiated.  The Distributor and the Fund
     are not responsible for any delays in purchasing shares
     resulting from delays in ACH transmissions.

3.  The second sentence of the section entitled "Special Arrangements for
Repurchases of Shares from Dealers and Brokers" on page 36 is amended to
read as follows: 

     "The repurchase price per share will be the net asset value next
     computed after the Distributor receives the order placed by the
     dealer or broker, except that if the Distributor receives a
     repurchase order from a dealer or broker after the close of The
     New York Stock Exchange on a regular business day, it will be
     processed at that day's net asset value if the order was
     received by the dealer or broker from its customer prior to the
     time the Exchange closes (normally, that is 4:00 P.M., but may
     be earlier on some days) and the order was transmitted to and
     received by the Distributor prior to its close of business that
     day (normally 5:00 P.M.)."
     
January 3, 1995                                          SAI300.0195