POWER OF ATTORNEY


            KNOW ALL MEN BY THESE PRESENTS, that the undersigned,  constitutes
and  appoints  Tane T. Tyler and  Mitchell J. Lindauer  each as my true and
lawful  attorney-in-fact  and  agent,  with  full  power of  substitution  and
resubstitution,  for me and in my capacity as a Trustee of Oppenheimer Capital
Income  Fund  (the  "Fund"),  to sign on my  behalf  any and all  Registration
Statements   (including   any   post-effective   amendments  to   Registration
Statements)  under the Securities  Act of 1933, the Investment  Company Act of
1940 and any  amendments  and  supplements  thereto,  and proxy  statements or
other  documents  in  connection  thereunder,  and to file the same,  with all
exhibits thereto, and other documents in connection  therewith,  with the U.S.
Securities and Exchange Commission,  granting unto said  attorneys-in-fact and
agents,  and each of them, full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done in and  about the
premises,  as fully as to all intents  and  purposes as I might or could do in
person,  hereby ratifying and confirming all that said  attorneys-in-fact  and
agents,  and  each of them,  may  lawfully  do or  cause to be done by  virtue
hereof.


Dated this 28th day of June, 2004


/s/ William L. Armstrong
------------------------
William L. Armstrong


Witness:  /s/ Kathleen Ives
          -----------------
        Kathleen Ives
        Assistant Secretary



                                   POWER OF ATTORNEY


            KNOW ALL MEN BY THESE PRESENTS, that the undersigned,  constitutes
and  appoints  Tane T. Tyler and  Mitchell J. Lindauer  each as my true and
lawful  attorney-in-fact  and  agent,  with  full  power of  substitution  and
resubstitution,  for me and in my capacity as a Trustee of Oppenheimer Capital
Income  Fund  (the  "Fund"),  to sign on my  behalf  any and all  Registration
Statements   (including   any   post-effective   amendments  to   Registration
Statements)  under the Securities  Act of 1933, the Investment  Company Act of
1940 and any  amendments  and  supplements  thereto,  and proxy  statements or
other  documents  in  connection  thereunder,  and to file the same,  with all
exhibits thereto, and other documents in connection  therewith,  with the U.S.
Securities and Exchange Commission,  granting unto said  attorneys-in-fact and
agents,  and each of them, full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done in and  about the
premises,  as fully as to all intents  and  purposes as I might or could do in
person,  hereby ratifying and confirming all that said  attorneys-in-fact  and
agents,  and  each of them,  may  lawfully  do or  cause to be done by  virtue
hereof.



Dated this 28th day of June, 2004


/s/ Robert G. Avis
------------------
Robert G. Avis


Witness: /s/ Kathleen Ives
         -----------------
        Kathleen Ives
        Assistant Secretary



                                   POWER OF ATTORNEY


            KNOW ALL MEN BY THESE PRESENTS, that the undersigned,  constitutes
and  appoints  Tane T. Tyler and  Mitchell J. Lindauer  each as my true and
lawful  attorney-in-fact  and  agent,  with  full  power of  substitution  and
resubstitution,  for me and in my capacity as a Trustee of Oppenheimer Capital
Income  Fund  (the  "Fund"),  to sign on my  behalf  any and all  Registration
Statements  (including   any   post-effective   amendments  to   Registration
Statements)  under the Securities  Act of 1933, the Investment  Company Act of
1940 and any  amendments  and  supplements  thereto,  and proxy  statements or
other  documents  in  connection  thereunder,  and to file the same,  with all
exhibits thereto, and other documents in connection  therewith,  with the U.S.
Securities and Exchange Commission,  granting unto said  attorneys-in-fact and
agents,  and each of them, full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done in and  about the
premises,  as fully as to all intents  and  purposes as I might or could do in
person,  hereby ratifying and confirming all that said  attorneys-in-fact  and
agents,  and  each of them,  may  lawfully  do or  cause to be done by  virtue
hereof.



Dated this 28th day of June, 2004


/s/ George C. Bowen
-------------------
George C. Bowen


Witness: /s/ Kathleen Ives
         -----------------
        Kathleen Ives
        Assistant Secretary



                                   POWER OF ATTORNEY


            KNOW ALL MEN BY THESE PRESENTS, that the undersigned,  constitutes
and  appoints  Tane T. Tyler and  Mitchell J. Lindauer  each as my true and
lawful  attorney-in-fact  and  agent,  with  full  power of  substitution  and
resubstitution,  for me and in my capacity as a Trustee of Oppenheimer Capital
Income  Fund  (the  "Fund"),  to sign on my  behalf  any and all  Registration
Statements   (including   any   post-effective   amendments  to   Registration
Statements)  under the Securities  Act of 1933, the Investment  Company Act of
1940 and any  amendments  and  supplements  thereto,  and proxy  statements or
other  documents  in  connection  thereunder,  and to file the same,  with all
exhibits thereto, and other documents in connection  therewith,  with the U.S.
Securities and Exchange Commission,  granting unto said  attorneys-in-fact and
agents,  and each of them, full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done in and  about the
premises,  as fully as to all intents  and  purposes as I might or could do in
person,  hereby ratifying and confirming all that said  attorneys-in-fact  and
agents,  and  each of them,  may  lawfully  do or  cause to be done by  virtue
hereof.



Dated this 28th day of June, 2004


/s/ Edward L. Cameron
---------------------
Edward L. Cameron


Witness: /s/ Kathleen Ives
         -----------------
        Kathleen Ives
        Assistant Secretary



                                   POWER OF ATTORNEY


            KNOW ALL MEN BY THESE PRESENTS, that the undersigned,  constitutes
and  appoints  Tane T. Tyler and  Mitchell  J. Lindauer  each as my true and
lawful  attorney-in-fact  and  agent,  with  full  power of  substitution  and
resubstitution,  for me and in my capacity as a Trustee of Oppenheimer Capital
Income  Fund  (the  "Fund"),  to sign on my  behalf  any and all  Registration
Statements   (including   any   post-effective   amendments  to   Registration
Statements)  under the Securities  Act of 1933, the Investment  Company Act of
1940 and any  amendments  and  supplements  thereto,  and proxy  statements or
other  documents  in  connection  thereunder,  and to file the same,  with all
exhibits thereto, and other documents in connection  therewith,  with the U.S.
Securities and Exchange Commission,  granting unto said  attorneys-in-fact and
agents,  and each of them, full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done in and  about the
premises,  as fully as to all intents  and  purposes as I might or could do in
person,  hereby ratifying and confirming all that said  attorneys-in-fact  and
agents,  and  each of them,  may  lawfully  do or  cause to be done by  virtue
hereof.



Dated this 28th day of June, 2004


/s/ Jon S. Fossel
-----------------
Jon S. Fossel


Witness: /s/ Kathleen Ives
         -----------------
        Kathleen Ives
        Assistant Secretary



                                   POWER OF ATTORNEY


            KNOW ALL MEN BY THESE PRESENTS, that the undersigned,  constitutes
and  appoints  Tane T. Tyler and  Mitchell J. Lindauer  each as my true and
lawful  attorney-in-fact  and  agent,  with  full  power of  substitution  and
resubstitution,  for me and in my capacity as a Trustee of Oppenheimer Capital
Income  Fund  (the  "Fund"),  to sign on my  behalf  any and all  Registration
Statements  (including   any   post-effective   amendments  to   Registration
Statements)  under the Securities  Act of 1933, the Investment  Company Act of
1940 and any  amendments  and  supplements  thereto,  and proxy  statements or
other  documents  in  connection  thereunder,  and to file the same,  with all
exhibits thereto, and other documents in connection  therewith,  with the U.S.
Securities and Exchange Commission,  granting unto said  attorneys-in-fact and
agents,  and each of them, full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done in and  about the
premises,  as fully as to all intents  and  purposes as I might or could do in
person,  hereby ratifying and confirming all that said  attorneys-in-fact  and
agents,  and  each of them,  may  lawfully  do or  cause to be done by  virtue
hereof.



Dated this 28th day of June, 2004


/s/ Sam Freedman
----------------
Sam Freedman


Witness: /s/ Kathleen Ives
         -----------------
        Kathleen Ives
        Assistant Secretary



                                   POWER OF ATTORNEY


            KNOW ALL MEN BY THESE PRESENTS, that the undersigned,  constitutes
and  appoints  Tane T. Tyler and  Mitchell J. Lindauer  each as my true and
lawful  attorney-in-fact  and  agent,  with  full  power of  substitution  and
resubstitution,  for me and in my capacity as a Trustee of Oppenheimer Capital
Income  Fund  (the  "Fund"),  to sign on my  behalf  any and all  Registration
Statements   (including   any   post-effective   amendments  to   Registration
Statements)  under the Securities  Act of 1933, the Investment  Company Act of
1940 and any  amendments  and  supplements  thereto,  and proxy  statements or
other  documents  in  connection  thereunder,  and to file the same,  with all
exhibits thereto, and other documents in connection  therewith,  with the U.S.
Securities and Exchange Commission,  granting unto said  attorneys-in-fact and
agents,  and each of them, full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done in and  about the
premises,  as fully as to all intents  and  purposes as I might or could do in
person,  hereby ratifying and confirming all that said  attorneys-in-fact  and
agents,  and  each of them,  may  lawfully  do or  cause to be done by  virtue
hereof.



Dated this 28th day of June, 2004


/s/ Beverly Hamilton
--------------------
Beverly Hamilton


Witness: /s/ Kathleen Ives
         -----------------
        Kathleen Ives
        Assistant Secretary


                                   POWER OF ATTORNEY


            KNOW ALL MEN BY THESE PRESENTS, that the undersigned,  constitutes
and  appoints  Tane T. Tyler and  Mitchell J. Lindauer  each as my true and
lawful  attorney-in-fact  and  agent,  with  full  power of  substitution  and
resubstitution,  for me and in my capacity as a Trustee of Oppenheimer Capital
Income  Fund  (the  "Fund"),  to sign on my  behalf  any and all  Registration
Statements   (including   any   post-effective   amendments  to   Registration
Statements)  under the Securities  Act of 1933, the Investment  Company Act of
1940 and any  amendments  and  supplements  thereto,  and proxy  statements or
other  documents  in  connection  thereunder,  and to file the same,  with all
exhibits thereto, and other documents in connection  therewith,  with the U.S.
Securities and Exchange Commission,  granting unto said  attorneys-in-fact and
agents,  and each of them, full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done in and  about the
premises,  as fully as to all intents  and  purposes as I might or could do in
person,  hereby ratifying and confirming all that said  attorneys-in-fact  and
agents,  and  each of them,  may  lawfully  do or  cause to be done by  virtue
hereof.



Dated this 28th day of June, 2004


/s/ Robert J. Malone
--------------------
Robert J. Malone


Witness: /s/ Kathleen Ives
         -----------------
        Kathleen Ives
        Assistant Secretary


                                   POWER OF ATTORNEY


            KNOW ALL MEN BY THESE PRESENTS, that the undersigned,  constitutes
and  appoints  Tane T. Tyler and  Mitchell J. Lindauer  each as my true and
lawful  attorney-in-fact  and  agent,  with  full  power of  substitution  and
resubstitution,  for me and in my capacity as a Trustee of Oppenheimer Capital
Income  Fund  (the  "Fund"),  to sign on my  behalf  any and all  Registration
Statements  (including   any   post-effective   amendments  to  Registration
Statements) under the Securities  Act of 1933, the Investment  Company Act of
1940 and any  amendments  and  supplements  thereto,  and proxy  statements or
other  documents  in  connection  thereunder,  and to file the same,  with all
exhibits thereto, and other documents in connection  therewith,  with the U.S.
Securities and Exchange Commission,  granting unto said  attorneys-in-fact and
agents,  and each of them, full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done in and  about the
premises,  as fully as to all intents  and  purposes as I might or could do in
person,  hereby ratifying and confirming all that said  attorneys-in-fact  and
agents,  and  each of them,  may  lawfully  do or  cause to be done by  virtue
hereof.



Dated this 28th day of June, 2004


/s/ F. William Marshall
-----------------------
F. William Marshall


Witness: /s/ Kathleen Ives
         -----------------
        Kathleen Ives
        Assistant Secretary



                                   POWER OF ATTORNEY


            KNOW ALL MEN BY THESE PRESENTS, that the undersigned,  constitutes
and  appoints  Tane T. Tyler and  Mitchell J. Lindauer  each as my true and
lawful  attorney-in-fact  and  agent,  with  full  power of  substitution  and
resubstitution,  for  me  and  in my  capacity  as a  Trustee,  President  and
Principal  Executive Officer of Oppenheimer  Capital Income Fund (the "Fund"),
to  sign on my  behalf  any and all  Registration  Statements  (including  any
post-effective  amendments to  Registration  Statements)  under the Securities
Act of  1933,  the  Investment  Company  Act of 1940  and any  amendments  and
supplements  thereto,  and proxy  statements or other  documents in connection
thereunder,  and to file  the  same,  with all  exhibits  thereto,  and  other
documents  in  connection  therewith,  with the U.S.  Securities  and Exchange
Commission,  granting  unto said  attorneys-in-fact  and  agents,  and each of
them,  full power and authority to do and perform each and every act and thing
requisite and  necessary to be done in and about the premises,  as fully as to
all intents and  purposes as I might or could do in person,  hereby  ratifying
and confirming all that said  attorneys-in-fact  and agents, and each of them,
may lawfully do or cause to be done by virtue hereof.



Dated this 28th day of June, 2004


/s/ John V. Murphy
------------------
John V. Murphy


Witness: /s/ Kathleen Ives
         -----------------
        Kathleen Ives
        Assistant Secretary



                                   POWER OF ATTORNEY


            KNOW ALL MEN BY THESE PRESENTS, that the undersigned,  constitutes
and  appoints  Tane T. Tyler and  Mitchell J. Lindauer  each as my true and
lawful  attorney-in-fact  and  agent,  with  full  power of  substitution  and
resubstitution,  for  me and  in my  capacity  as a  Treasurer  and  Principal
Financial  and  Accounting  Officer of  Oppenheimer  Capital  Income Fund (the
"Fund"), to sign on my behalf any and all Registration  Statements  (including
any   post-effective   amendments  to  Registration   Statements)   under  the
Securities Act of 1933, the Investment  Company Act of 1940 and any amendments
and  supplements   thereto,   and  proxy  statements  or  other  documents  in
connection  thereunder,  and to file the same, with all exhibits thereto,  and
other  documents  in  connection  therewith,  with  the  U.S.  Securities  and
Exchange  Commission,  granting unto said  attorneys-in-fact  and agents,  and
each of them,  full power and  authority  to do and perform each and every act
and thing  requisite and  necessary to be done in and about the  premises,  as
fully as to all  intents  and  purposes  as I might  or  could  do in  person,
hereby  ratifying and confirming all that said  attorneys-in-fact  and agents,
and each of them, may lawfully do or cause to be done by virtue hereof.



Dated this 28th day of June, 2004


/s/ Brian W. Wixted
-------------------
Brian W. Wixted


Witness: /s/ Kathleen Ives
         -----------------
        Kathleen Ives
        Assistant Secretary