OPPENHEIMER CAPITAL INCOME FUND
                Supplement dated January 28, 2004 to the
                    Prospectus dated October 23, 2003


The Prospectus is changed as follows:

The third  paragraph  under the bulleted  point  entitled  "Investing  for the
Shorter  Term" of the  section  entitled  "WHICH  CLASS OF SHARES  SHOULD  YOU
CHOOSE?"  which  appears  on page 19 should be  deleted  in its  entirety  and
replaced with the following:

      And for non-retirement  plan investors who invest $1 million or more, in
      most  cases  Class A shares  will be the most  advantageous  choice,  no
      matter  how  long you  intend  to hold  your  shares.  For that  reason,
      effective  February 2, 2004,  the  Distributor  normally will not accept
      purchase  orders of  $250,000 or more of Class B shares or $1 million or
      more of Class C shares from a single investor.


January 28, 2004                                            300PS.031