UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 24F-2
                        Annual Notice of Securities Sold
                             Pursuant to Rule 24f-2


1.       Name and address of issuer:

         Oppenheimer Capital Income Fund
         6803 S. Tucson Way
         Centennial, CO 80112

2.       Name of each series or class of securities for which this Form is
         filed (If the Form is being filed for all series and class of
         securities of the issuer, check the box but do not list series or
         classes): / X /

3.       Investment Company Act File Number : 811-1512

         Securities Act File Number: 2-33043

4(a).    Last day of fiscal year for which this Form is filed: 08/31/06

4(b).    / / Check box if this Form is being filed late (i.e., more that 90
         calendar days after the end of the issuer's fiscal year). (See
         instruction A.2)

4(c).    / / Check box if this is the last time the issuer will be filing this
         Form.

5.       Calculation of registration fee:

         (i)      Aggregate sale price of securities sold during the fiscal year
                  pursuant to section 24(f): $521,390,696

         (ii)     Aggregate price of securities redeemed or repurchased during
                  the fiscal year: $544,989,964

         (iii)    Aggregate price of securities redeemed or repurchased during
                  any prior fiscal year ending no earlier than October 11, 1995
                  that were not previously used to reduce registration fees
                  payable to the Commission: $134,709,140

         (iv)     Total available redemption credits [add items 5(ii) and
                  5(iii)]: $679,699,104

         (v)      Net sales - if Item 5(i) is greater than Item 5(iv) [subtract
                  Item 5(iv) from Item 5(i)]: $0

         (vi)     Redemption credits available for use in future years -- if
                  Item 5(i) is less than Item 5(iv) [subtract Item 5(iv) from
                  Item 5(i)]: $158,308,408

         (vii)    Multiplier for determining registration fee (See Instructions
                  C.9): x .0001070

         (viii)  Registration fee due [multiple Item 5(v) by Item 5(vii)]
                 (enter "0" if no fee is due): =
                 $0
                 ============

6.       Prepaid Shares:

         If the response to Item 5(i) was determined by deducting an amount of
         securities that were registered under the Securities Act of 1933
         pursuant to rule 24e-2 as in effect before October 11, 1997, then
         report the amount of securities (number of shares or other units)
         deducted here: -0-. If there is a number of shares or other units that
         were registered pursuant to rule 24e-2 remaining unsold at the end of
         the fiscal year for which this form is filed that are available for
         use by the issuer in future fiscal years, then state that number here:
         -0-.

7.       Interest due: $-0-

         If this Form is being filed more than 90 days after the end of the
         issuer's fiscal year (see Instruction D): N/A

8.       Total of the amount of the registration fee due plus any interest due
         [line 5(viii) plus line 7]: = $0

9.       Date the registration fee and any interest payment was sent to the
         Commission's lockbox depository: N/A

         Method of Delivery: N/A
         Fed Wire N/A


SIGNATURES

This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.


By:/s/ Brian C. Szilagyi
------------------------
Brian C. Szilagyi, Assistant Treasurer