EX-99

Net investment income (loss) and net realized gain (loss) may differ for
financial statement and tax purposes. The character of dividends and
distributions made during the fiscal year from net investment income or net
realized gains may differ from their ultimate characterization for federal
income tax purposes. Also, due to timing of dividends and distributions, the
fiscal year in which amounts are distributed may differ from the fiscal year in
which the income or net realized gain was recorded by the Fund. Accordingly, the
following amounts have been reclassified for October 31, 2007. Net assets of the
Fund were unaffected by the reclassifications.
                                     INCREASE TO          REDUCTION TO
                                     ACCUMULATED       ACCUMULATED NET
          INCREASE TO             NET INVESTMENT         REALIZED GAIN
          PAID-IN CAPITAL                 INCOME      ON INVESTMENTS 3
          ------------------------------------------------------------
          $ 10,902,561                  $ 15,154          $ 10,917,715

3. $10,902,560, including $9,479,491 of long-term capital gain, was distributed
in connection with Fund share redemptions.

EX-23

                REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of
Oppenheimer Equity Income Fund, Inc.

In planning and performing our audit of the financial statements of Oppenheimer
Equity Income Fund, Inc., formerly known as Oppenheimer Quest Capital Value
Fund, Inc., (the "Fund") as of and for the year ended October 31, 2007, in
accordance with the standards of the Public Company Accounting Oversight Board
(United States), we considered the Fund's internal control over financial
reporting, including controls over safeguarding securities, as a basis for
designing our auditing procedures for the purpose of expressing our opinion on
the financial statements and to comply with the requirements of Form N-SAR, but
not for the purpose of expressing an opinion on the effectiveness of the Fund's
internal control over financial reporting. Accordingly, we express no such
opinion.

Management of the Fund is responsible for establishing and maintaining effective
internal control over financial reporting. In fulfilling this responsibility,
estimates and judgments by management are required to assess the expected
benefits and related costs of controls. A company's internal control over
financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
accounting principles. A company's internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's
assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.

A deficiency in internal control over financial reporting exists when the design
or operation of a control does not allow management or employees, in the normal
course of performing their assigned functions, to prevent or detect
misstatements on a timely basis. A material weakness is a deficiency, or a
combination of deficiencies, in internal control over financial reporting, such
that there is a reasonable possibility that a material misstatement of the
Fund's annual or interim financial statements will not be prevented or detected
on a timely basis.

Our consideration of the Fund's internal control over financial reporting was
for the limited purpose described in the first paragraph and would not
necessarily disclose all deficiencies in internal control that might be
deficiencies or material weaknesses under standards established by the Public
Company Accounting Oversight Board (placecountry-regionUnited States). However,
we noted no deficiencies in the Fund's internal control over financial reporting
and its operation, including controls for safeguarding securities, that we
consider to be a material weakness as defined above as of October 31, 2007.

This report is intended solely for the information and use of management and the
Board of Directors of Oppenheimer Equity Income Fund, Inc. and the Securities
and Exchange Commission and is not intended to be and should not be used by
anyone other than these specified parties.




                                    KPMG LLP

Denver, Colorado
December 13, 2007

EX-99.77D POLICIES

OPPENHEIMER EQUITY INCOME FUND, INC. (FKA OPPENHEIMER QUEST CAPITAL VALUE FUND,
INC.)
10-31-07
Exhibit 77D1


                   OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.
                          Supplement dated July 3, 2007
                    to the Prospectus dated February 28, 2007
This supplement amends the Prospectus of Oppenheimer Quest Capital Value Fund,
Inc. (the "Fund") dated February 28, 2007 and replaces the Prospectus supplement
dated February 28, 2007. The Prospectus is amended as follows:
1. The following paragraph is added to the Prospectus:
     At a meeting of held on June 29, 2007, the shareholders of the Fund
     approved a change of the Fund's investment objective to "the Fund seeks
     total return." When this change is implemented on August 1, 2007, it will
     enable the Fund to shift to an equity income strategy with dividends
     becoming an important investment criterion.
2. Effective July 16th, the section "How the Fund Is Managed - The Manager -
   Portfolio Manager," beginning on page 13, is deleted in its entirety and
   replaced by the following:
     PORTFOLIO MANAGER. The Fund's portfolio is managed by Michael Levine who is
     primarily responsible for the day-to-day management of the Fund's
     investments. Mr. Levine has been a portfolio manager of the Fund since July
     16, 2007 and a portfolio manager and Vice President of the Manager since
     June 1998. He is a portfolio manager and officer of other portfolios in the
     OppenheimerFunds complex.
3. Effective July 16th, the section "How the Fund Is Managed - The Sub-Adviser,"
   beginning on page 14, and the section "How the Fund Is Managed - Pending
   Litigation," beginning on page 15 are deleted in their entirety.
4. Effective July 16th, the section "About the Fund's Investments-Other
   Investment Strategies-Temporary Defensive and Interim Investments" on page 13
   is deleted in its entirely and replaced by the following:
     INVESTMENTS IN OPPENHEIMER INSTITUTIONAL MONEY MARKET FUND. The Fund can
     invest its free cash balances in Class E shares of Oppenheimer
     Institutional Money Market Fund, to provide liquidity or for defensive
     purposes. The Fund invests in Oppenheimer Institutional Money Market Fund
     rather than purchasing individual short-term investments to try to seek a
     higher yield than it could obtain on its own. Oppenheimer Institutional
     Money Market Fund is a registered open-end management investment company,
     regulated as a money market fund under the Investment Company Act of 1940,
     as amended and is part of the Oppenheimer Family of Funds. It invests in a
     variety of short-term, high-quality, dollar-denominated money market
     instruments issued by the U.S. Government, domestic and foreign
     corporations, other financial institutions, and other entities. Those
     investments may have a higher rate of return than the investments that
     would be available to the Fund directly. At the time of an investment, the
     Manager cannot predict what the yield of the Oppenheimer Institutional
     Money Market Fund will be because of the wide variety of instruments that
     fund holds in its portfolio. The return on those investments may, in some
     cases, be lower than the return that would have been derived from other
     types of investments that would provide liquidity. As a shareholder, the
     Fund will be subject to its proportional share of the expenses of
     Oppenheimer Institutional Money Market Fund's Class E shares, including its
     advisory fee. However, the Manager will waive a portion of the Fund's
     advisory fee to the extent of the Fund's share of the advisory fee paid to
     the Manager by Oppenheimer Institutional Money Market Fund.
     TEMPORARY DEFENSIVE AND INTERIM INVESTMENTS. For temporary defensive
     purposes in times of adverse or unstable market, economic or political
     conditions, the Fund can invest up to 100% of its assets in investments
     that may be inconsistent with the Fund's principal investment strategies.
     Generally the Fund would invest in shares of Oppenheimer Institutional
     Money Market Fund or in the types of money market instruments described
     above or in other short-term U.S. Government securities. The Fund might
     also hold these types of securities as interim investments pending the
     investment of proceeds from the sale of Fund shares or the sale of Fund
     portfolio securities or to meet anticipated redemptions of Fund shares. To
     the extent the Fund invests in these securities, it might not achieve its
     investment objective.
5. Effective August 1st, the section "How the Fund Is Managed," beginning on
   page 13, is deleted in its entirety and replaced by the following:
     HOW THE FUND IS MANAGED
     THE MANAGER. The Manager chooses the Fund's investments and handles its
     day-to-day business. The Manager carries out its duties, subject to the
     policies established by the Fund's Board of Directors, under an investment
     advisory agreement that states the Manager's responsibilities. The
     agreement sets the fees the Fund pays to the Manager and describes the
     expenses that the Fund is responsible to pay to conduct its business.
          The Manager has been an investment adviser since 1960. The Manager and
     its subsidiaries and controlled affiliates managed more than $245 billion
     in assets as of March 31, 2007, including other Oppenheimer funds with more
     than 6 million shareholder accounts. The Manager is located at Two World
     Financial Center, 225 Liberty Street, 11th Floor, New York, New York
     10281-1008.
     ADVISORY FEES. Under the investment advisory agreement, the Fund pays the
         Manager an advisory fee, calculated on the daily net assets of the
         Fund, at an annual rate that declines on additional assets as the Fund
         grows. Effective August 1, 2007 the advisory fee rate is: 0.70% of the
         first $400 million of average annual net assets of the Fund, 0.68% of
         the next $400 million, 0.65% of the next $400 million, 0.60% of the
         next $400 million, 0.55% of the next $400 million, and 0.50% of average
         annual net assets in excess of $2 billion. The Fund's advisory fee for
         the period ended October 31, 2006, based on the Fund's former advisory
         fee schedule, was 0.84% of average annual net assets.
     A discussion regarding the basis for the Board of Directors' approval of
     the Fund's investment advisory contract is available in the Fund's
     Semi-Annual Report for the six-month period ended April 30, 2007. PORTFOLIO
     MANAGER. The Fund's portfolio is managed by Michael Levine who is primarily
     responsible for the day-to-day management
         of the Fund's investments. Mr. Levine has been a portfolio manager of
         the Fund since July 16, 2007 and a portfolio manager and Vice
         President of the Manager since June 1998. He is a portfolio manager
         and officer of other portfolios in the OppenheimerFunds complex.
6. As of August 1, 2007, the Fund will change its name to "Oppenheimer Equity
Income Fund, Inc." 7. As of March 31, 2008, the Fund will make dividend payments
quarterly rather than annually.


July 3, 2007                                                     PS0835.024

EX-99.77E LEGAL

OPPENHEIMER EQUITY INCOME FUND, INC.
Period Ending 10-31-07
Exhibit 77 E

A complaint was filed as a putative class action against OppenheimerFunds, Inc.
("OFI"), OppenheimerFunds Services ("OFS") and OppenheimerFunds Distributor,
Inc. ("OFDI") (and other defendants) in the U.S. District Court for the Southern
District of New York on January 10, 2005, and was amended on March 4, 2005. The
complaint alleged, among other things, that OFI charged excessive fees for
distribution and other costs of certain Oppenheimer funds, and that by
permitting and/or participating in those actions, the Directors/Trustees and the
Officers of the funds breached their fiduciary duties to fund shareholders under
the Investment Company Act of 1940 and at common law. The plaintiffs sought
unspecified damages, an accounting of all fees paid, and an award of attorneys'
fees and litigation expenses. Seven of the eight counts in the complaint,
including the claims against certain of the Oppenheimer funds, as nominal
defendants, and against certain present and former Directors, Trustees and
officers of the funds, and OFDI, as defendants, were dismissed with prejudice,
by court order dated March 10, 2006, in response to motions to dismiss the suit
that had been filed by the defendants. The remaining count against OFI and OFS
was dismissed with prejudice by court order dated April 5, 2006. On May 11,
2006, plaintiffs filed a notice of appeal of the March 10 and April 5 decisions
with the United States District Court for the Southern District of New York. On
date July 26, 2006, this appeal was stayed by Stipulation of the parties, which
provided that the appeal would be terminated by March 30, 2007 unless plaintiffs
filed a written notice to reactivate it with the of the United States Court of
Appeals for the Second Circuit. According to Court records, no such notice of
reinstatement was filed by that date. Consequently, the case has been
terminated, and the March 10, 2006 and April 5, 2006 Orders of the District
Court dismissing all claims against defendants are now final and are not be
subject to further appeals.

EX-99.77Q1 OTHR EXHB

OPPENHEIMER EQUITY INCOME FUND, INC.
Period Ending 10-31-07
Exhibit 77Q1




(a)      (i) Articles of Amendment of the Fund dated 8/1/07: Previously filed
         with Registrant's Post-Effective Amendment No. 16, 7/31/07, and
         incorporated herein by reference.

         (ii) By-Laws as amended through 8/1/07: Previously filed with
         Registrant's Post-Effective Amendment No. 16, 7/31/07, and incorporated
         herein by reference.


(b)      497 Fund Supplement dated 7/3/07 to Post-Effective Amendment No. 14,
         2/26/07, and incorporated herein by reference.


(d)      (i) General Distributor's Agreement dated 8/1/07: Previously filed with
         Registrant's Post-Effective Amendment No. 16, 7/31/07, and incorporated
         herein by reference.

         (ii) Amended and Restated Distribution and Service Plan and Agreement
         for Class A shares dated 8/1/07: Previously filed with Registrant's
         Post-Effective Amendment No. 16, 7/31/07, and incorporated herein by
         reference.

         (iii) Amended and Restated Distribution and Service Plan and Agreement
         for Class B shares dated 8/1/07: Previously filed with Registrant's
         Post-Effective Amendment No. 16, 7/31/07, and incorporated herein by
         reference.

         (iv) Amended and Restated Distribution and Service Plan and Agreement
         for Class C shares dated 8/1/07: Previously filed with Registrant's
         Post-Effective Amendment No. 16, 7/31/07, and incorporated herein by
         reference.

         (v) Amended and Restated Distribution and Service Plan and Agreement
         for Class N shares dated 8/1/07: Previously filed with Registrant's
         Post-Effective Amendment No. 16, 7/31/07, and incorporated herein by
         reference.


(e)      Amended and Restated Investment Advisory Agreement of the Fund dated
         8/1/07: Previously filed with Registrant's Post-Effective Amendment No.
         16, 7/31/07, and incorporated herein by reference.

EX-99.77C VOTES

OPPENHEIMER EQUITY INCOME FUND, INC.
Period Ending 10-31-07
Exhibit 77C


DISTRIBUTION OF OUTSTANDING SHARES
Accounts  Shares  % of O/S
REG  28,837  8,109,385  42.62%
NOBO  15,941  8,065,129  42.39%
OBO  5,946  2,853,736  15.00%


VOTE SUMMARY
Accounts Shares % of Voted
IVR 483 246,207 1.78% Web 632 306,358 2.21% Cards 1,798 810,039 5.85%
TeleProxies 668 1,464,417 10.58% ADP Nobos 3,056 1,960,008 14.16%
ADP Obos CNB 0 0.00% ** Nobo tape not ordered therefore can not calc nobo
returns


OPPENHEIMER VOTING
Fund of Funds 0 0 0.00% IRA RPSS 18,450 4,641,370 25.01% MassMutual 0 0 0.00%
Total 25,087 4,641,370 25.01%
TOP 20 UNVOTED HOLDERS


Share Distribution
Shares % of O/S Registration 1 380,495 2.05% AMERIPRISE FINL SERV#0216
NOBO 42.39%2 106,029 0.57% MR ROBERT ADLER 3 85,901 0.46% WILLNER ASSET
PARTNERS LP 4 83,387 0.45% AMERIPRISE FINL SERV#0216 5 35,000 0.19% ROBERT S
BIRCH REV TRUST $00100 6 31,808 0.17% JANE BLOOMGARDEN REV TR 7 29,617 0.16%
AMERIPRISE FINL SERV#0216 REG 42.62% OBO 15.00% 8 26,489 0.14% MG TRUST COMPANY,
LLC 9 24,694 0.13% RONALD A MEREDITH & 10 18,423 0.10% NFS/FMTC ROLLOVER IRA
11 14,851 0.08% RPSS TR 12 14,511 0.08% JACK R HARRELL TTEE REQUIRED VOTE AS
NOTED BY OPPENHEIMER: 13 13,591 0.07% MG TRUAMERICAN FARM BUREAU FEDERATI
Proposal 1. 14 12,870 0.07% ALMA J KREUTZKAMP TTEE Persons nominated as Trustees
must receive a plurality of the 15 12,671 0.07% LOUIS GREEN REVOCABLE TRUST
votes cast, which means that the six nominees receiving the 16 12,001 0.06%
RPSS TR ROLLOVER IRA highest number of affirmative votes at the meeting will be
elected 17 11,837 0.06% NATION C/O IPO PORTFOLIO ACCOUNTING 18 10,632 0.06%
ROBERT & ROSALIND ALPERSON TTEES Proposal 2. 19 10,603 0.06% THOMASCHARLES
SCHWAB & CO INC CUST A majority of outstanding voting securities as defined by
the 20 9,900 0.05% WILLIE LUMP LUMP EWT MONEY 1940 Act. Such majority vote is
defined as: 945,311 5.09% Percent of OS The vote of holders of the lesser of 67%
or more of the shares present or represented by proxy at the meeting, if the
holders of 50% of the outstanding shares are present -OR More than 50% of the
outstanding shares in favor