EX-23

                                                      2












             Report of Independent Registered Public Accounting Firm



The Board of Directors and Shareholders of
Oppenheimer Equity Income Fund, Inc.:


In planning and performing our audit of the financial statements of Oppenheimer
Equity Income Fund, Inc. (the Fund) as of and for the year ended October 31,
2009, 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 material
weaknesses under standards established by the Public Company Accounting
Oversight Board (United States). However, we noted no deficiencies in the Fund's
internal control over financial reporting and its operation, including controls
over safeguarding securities, that we consider to be a material weakness as
defined above as of October 31, 2009.

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 16, 2009

EX-99.77E LEGAL

                                N-SAR EXHIBIT 77E


Pending Litigation. During 2009, a number of lawsuits have been filed in federal
courts against the Manager, the Distributor, and certain funds in the
Oppenheimer family of funds (the "Defendant Funds") advised by the Manager and
distributed by the Distributor (but not against the Fund). The lawsuits naming
the Defendant Funds also name certain officers, trustees and former trustees of
the respective Defendant Funds. The plaintiffs seek class action status on
behalf of purchasers of shares of the respective Defendant Fund during a
particular time period. The lawsuits against the Defendant Funds raise claims
under federal securities laws alleging that, among other things, the disclosure
documents of the respective Defendant Fund contained misrepresentations and
omissions, that such Defendant Fund's investment policies were not followed, and
that such Defendant Fund and the other defendants violated federal securities
laws and regulations. The plaintiffs seek unspecified damages, equitable relief
and an award of attorneys' fees and litigation expenses. Additionally, a lawsuit
has been brought in state court against the Manager, the Distributor and another
subsidiary of the Manager (but not the Fund), on behalf of the Oregon College
Savings Plan Trust, and other lawsuits have been brought in state court against
the Manager and that subsidiary (but not against the Fund), on behalf of the New
Mexico Education Plan Trust. An agreement in principal has been reached to
settle the lawsuit on behalf of the Oregon Savings Plan Trust. All of these
lawsuits allege breach of contract, breach of fiduciary duty, negligence and
violation of state securities laws, and seek compensatory damages, equitable
relief and an award of attorneys' fees and litigation expenses.

         Other lawsuits have been filed in 2008 and 2009 in state and federal
courts, by investors who made investments through an affiliate of the Manager,
against the Manager and certain of its affiliates. Those lawsuits relate to the
alleged investment fraud perpetrated by Bernard Madoff and his firm ("Madoff")
and allege a variety of claims including breach of fiduciary duty, fraud,
negligent misrepresentation, unjust enrichment, and violation of federal and
state securities laws and regulations, among others. They seek unspecified
damages, equitable relief, and an award of attorneys' fees and litigation
expenses. None of the suits have named the Distributor, any of the Oppenheimer
mutual funds or any of their independent Trustees or Directors. None of the
Oppenheimer funds invested in any funds or accounts managed by Madoff.

         The Manager believes that the lawsuits described above are without
legal merit and intends to defend them vigorously. The Defendant Funds' Boards
of Trustees have also engaged counsel to defend the suits vigorously on behalf
of those Funds, their boards and the Trustees named in those suits. The Manager
believes that it is premature to render any opinion as to the likelihood of an
outcome unfavorable to it and that no estimate can be made with any degree of
certainty as to the amount or range of any potential loss. The Manager also
believes that these suits should not impair the ability of the Manager or the
Distributor to perform their respective duties to the Fund.

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, 2009.
Net assets of the Fund were unaffected by the reclassifications.

                                                 Increase              Increase
                                           to Accumulated        to Accumulated
                           Reduction to    Net Investment          Net Realized
                        Paid-in Capital            Income   Loss on Investments
                     ----------------------------------------------------------
                                 $1,500        $1,096,255            $1,094,755

EX-99.77C VOTES

Oppenheimer Equity Income Fund, Inc.
Period Ending 10-31-2009
Exhibit 77C


On May 21, 2009, a special meeting of the shareholders of Oppenheimer Equity
Income Fund, Inc. ("Equity Income Fund") was held for the purpose of voting on:

(a) the election of the following individuals to serve as Directors:

                                   For                            Withheld
David Downes                       8,564,121                      420,450
Matthew Fink                       8,571,977                      412,593
Phillip Griffiths                  8,563,379                      421,191
Mary F. Miller                     8,570,491                      414,079
Joel W. Motley                     8,571,810                      412,760
John V. Murphy                     8,566,997                      417,573
Russell S. Reynolds, Jr. *         8,564,453                      420,117
Mary Ann Tynan                     8,568,869                      415,701
Joseph M. Wilker                   8,571,603                      412,968
Peter I Wold                       8,572,797                      411,773
Brian F. Wruble                    8,590,693                      393,875

* Mr. Reynolds subsequently withdrew his nomination.

and

(b) the approval of an agreement and plan of reorganization, which would have
changed the Fund's domicile and form of organization from a Maryland corporation
to a Massachusetts business trust. No quorum was reached with respect to this
Proposal.