OppenheimerFunds, Inc.

Two World Financial Center
225 Liberty Street
New York, New York 10281

May 29, 2009
 

VIA EDGAR

Securities and Exchange Commission
Mail Stop 0-7, Filer Support
6432 General Green Way
Alexandria, Virginia 22312
 

Re:     Registration Statement on Form N-14 for Oppenheimer Capital Income Fund; Proxy Materials for Oppenheimer Convertible Securities Fund.

To the Securities and Exchange Commission:
 

Enclosed for filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “1933 Act”), is Pre-Effective Amendment No. 2 to the Registration Statement on Form N-14 (the “Registration Statement”) of Oppenheimer Capital Income Fund (the “Registrant”)

On April 17, 2009, we filed the initial N-14 in connection with the merger of Oppenheimer Convertible Securities Fund into Oppenheimer Capital Income Fund. On the facing page of that filing, we indicated an effective date of May 18, 2009. On May 7, 2009, we filed a delaying amendment as suggested by the SEC staff (the “Staff”) on May 4.

On May 18 we were provided with further comments by the Staff. This filing is made to, as a general matter, complete the Registration Statement in an effort to expedite its effectiveness, including filing consents of auditors and an opinion of counsel with respect to the issuance of Capital Income Fund shares in connection with the merger, and more particularly to address the comments provided by the Staff on May 18, including, among other things, comments concerning the pro forma financial statements.

We have also included with this filing a request for acceleration of the effective date of the Registration Statement to May 29, 2009. We are scheduled to start mailing the combined prospectus and proxy statement to shareholders of Oppenheimer Convertible Securities Fund on or about June 3, 2009. The shareholder meeting for Oppenheimer Convertible Securities Fund is scheduled for July 10, 2009.

The Staff is requested to address any comments or questions you may have on this filing to:

Taylor V. Edwards, Esq.
Vice President and Assistant Counsel
OppenheimerFunds, Inc.
Two World Financial Center
New York, NY 10281
212.323.0310
tedwards@oppenheimerfunds.com

Thank you for your assistance.

Sincerely,
 
 
/s/ Randy Legg
--------------------------------------

Randy Legg
Vice President and Associate Counsel
Tel.: 303.768.1026
Fax: 303.768.3019

rlegg@oppenheimerfunds.com
 

cc:     Ms. Valerie J. Lithotomos, Esq., Securities and Exchange Commission
         Mr. Kevin C. Rupert, Securities and Exchange Commission

         Mr. Taylor V. Edwards, Esq.