OPPENHEIMER EQUITY INCOME FUND
Supplement Dated March 31, 1995 to the
Prospectus Dated November 1, 1994


The Prospectus is amended as follows:

1.   Under  "Expenses" on page 2, the chart "Shareholder Transaction
Expenses" is amended by deleting the references to the $5.00 fee for
"Exchanges"  and inserting "None" on that line under the headings for
Class A Shares and Class B Shares; footnote 2 is deleted from that chart.

2.   Under "How Much Do You Plan to Invest?" in "How to Buy Shares," the
third paragraph of that subsection, which is on page 16, is replaced by
the following:

     For most investors who invest $500,000 or more, in most cases
     Class A shares will be the more advantageous choice, no matter
     how long you intend to hold your shares. For that reason, the
     Distributor normally will not accept purchase orders of $500,000
     or more for Class B shares from a single investor. 

3.   The subheading "Telephone Redemptions Through AccountLink" on page
24 under "How To Sell Shares" is amended to read "Telephone Redemptions
Through AccountLink or By Wire," and a second paragraph is added to that
sub-section as follows:

     Shareholders may also have the Transfer Agent send redemption
     proceeds of $2,500 or more by Federal Funds wire to a designated
     commercial bank account. The bank must be a member of the
     Federal Reserve wire system.  To place a wire redemption
     request, call the Transfer Agent at 1-800-852-8457. The wire
     will normally be transmitted on the next bank business day after
     the shares are redeemed. There is a possibility that the wire
     may be delayed up to seven days to enable the Fund to sell
     securities to pay the redemption proceeds. No dividends are
     accrued or paid on the proceeds of shares that have been
     redeemed and are awaiting transmittal by wire. To establish wire
     redemption privileges on an account that is already established,
     please contact the Transfer Agent for instructions.

5.   In the first paragraph of the section "How To Exchange Shares" on
page 24, the second and third sentences are deleted.

March 31, 1995