OPPENHEIMER EQUITY INCOME FUND
                   Supplement dated July 14, 1995 to the
        Statement of Additional Information dated November 1, 1994

The Statement of Additional Information is amended as follows:

1.  The supplement dated January 3, 1995 to the Statement of Additional
Information is replaced by this supplement.

2.  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).  

3.  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.

4.  In the section entitled "Letters of Intent" on page 32, the first
three sentences of the first paragraph in that section are replaced by the
following:

    A Letter of Intent (referred to as a "Letter") is an investor's
    statement in writing to the Distributor of the intention to
    purchase Class A shares or Class A and Class B shares of the Fund
    (and other OppenheimerFunds) during a 13-month period (the "Letter
    of Intend period"), which may, at the investor's request, include
    purchases made up to 90 days prior to the date of the Letter.  The
    Letter states the investor's intention to make the aggregate
    amount of purchases of shares which, when added to the investor's
    holdings of shares of those funds, will equal or exceed the amount
    specified in the Letter.  Purchases made by reinvestment of
    dividends or distributions of capital gains and purchases made at
    net asset value without sales charge do not count toward
    satisfying the amount of the Letter.  A Letter enables an investor
    to count the Class A and Class B shares purchased under the Letter
    to obtain the reduced sales charge rate on purchases of Class A
    shares of the Fund (and other OppenheimerFunds) that applies under
    the Right of Accumulation to current purchases of Class A shares.

5.  In the section entitled "Letters of Intent" on page 32, a new third
paragraph is added as follows:

    For purchases of shares of the Fund and other OppenheimerFunds by
    OppenheimerFunds prototype 401(k) plans under a Letter of Intent,
    the Transfer Agent will not hold shares in escrow.  If the
    intended purchase amount under the Letter entered into by an
    OppenheimerFunds prototype 401(k) plan is not purchased by the
    plan by the end of the Letter of Intent period, there will be no
    adjustment of commissions paid to the broker-dealer or financial
    institution of record for accounts held in the name of that plan.

6.  In the section entitled "Terms of Escrow That Apply to Letters of
Intent" on page 33, item 5 of that section is replaced by the following:

    5.  The shares eligible for purchase under the Letter (or the
    holding of which may be counted toward completion of a Letter)
    include (a) Class A shares sold with a front-end sales charge or
    subject to a Class A contingent deferred sales charge, (b) Class
    B shares acquired subject to a contingent deferred sales charge,
    and (c) Class A or B shares acquired by reinvestment of dividends
    and distributions or acquired in exchange for either (i) Class A
    shares of one of the other OppenheimerFunds that were acquired
    subject to a Class A initial or contingent deferred sales charge
    or (ii) Class B shares of one of the other OppenheimerFunds that
    were acquired subject to a contingent deferred sales charge.

7.  In the section entitled "Distributions from Retirement Plans" on page
35, the phrase "401(k) plans" is added after "403(b)(7) custodial plans"
in the first sentence, and the third sentence of that section is revised
to read as follows:

    Participants (other than self-employed persons maintaining a plan
    account in their own name) in OppenheimerFunds-sponsored prototype
    pension, profit-sharing or 401(k) plans may not directly redeem or
    exchange shares held for their account under those plans.

8.  In the section entitled "Special Arrangements for Repurchase of Shares
from Dealers and Brokers" on page 36, the second and third sentences of
that section are revised 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.).  Ordinarily, for accounts redeemed by a broker-dealer under
    this procedure, payment will be made within three business days
    after the shares have been redeemed upon the Distributor's receipt
    the required redemption documents in proper form, with the
    signature(s) of the registered owners guaranteed on the redemption
    document as described in the Prospectus.

9.  In the section entitled "How To Exchange Shares" on page 38, the
second full paragraph is changed by adding new third and fourth sentences
as follows:

    However, shares of Oppenheimer Money Market Fund, Inc. purchased
    with the redemption proceeds of shares of other mutual funds
    (other than funds managed by the Manager or its subsidiaries)
    redeemed within the 12 months prior to that purchase may
    subsequently be exchanged for shares of other OppenheimerFunds
    without being subject to an initial or contingent deferred sales
    charge, whichever is applicable.  To qualify for that privilege,
    the investor or the investor's dealer must notify the Distributor
    of eligibility for this privilege at the time the shares of
    Oppenheimer Money Market Fund, Inc. are purchased, and, if
    requested, must supply proof of entitlement to this privilege.

July 14, 1995                                                    PX0300.002