UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS

OF REGISTERED MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811-04797

Oppenheimer Equity Income Fund

(Exact name of registrant as specified in charter)

6803 South Tucson Way, Centennial, Colorado 80112-3924

(Address of principal executive offices) (Zip code)

Arthur S. Gabinet

OFI Global Asset Management, Inc.

Two World Financial Center, New York, New York 10281-1008

(Name and address of agent for service)

Registrant’s telephone number, including area code: (303) 768-3200

Date of fiscal year end: October 31

Date of reporting period: 7/31/2014

Item 1. Schedule of Investments.

STATEMENT OF INVESTMENTS    July 31, 2014      Unaudited

	Shares		Value
Common Stocks—82.6%
Consumer Discretionary—14.0%
Auto Components—1.9%
Lear Corp.1		1,240,000	$	116,770,800
Automobiles—5.0%
Ford Motor Co.1		9,925,000		168,923,500
General Motors Co.1		4,025,000		136,125,500
				305,049,000
Household Durables—0.9%
Beazer Homes USA, Inc.2		1,300		19,955
MDC Holdings, Inc.		2,130,000		57,446,100
				57,466,055
Media—1.0%
Time Warner Cable, Inc.		432,500		62,755,750
Multiline Retail—2.0%
J.C. Penney Co., Inc.2		200,000		1,876,000
Kohl’s Corp.		1,005,000		53,807,700
Target Corp.		1,112,500		66,293,875
				121,977,575
Specialty Retail—3.2%
Best Buy Co., Inc.1		4,036,000		119,990,280
Foot Locker, Inc.		1,357,500		64,521,975
Staples, Inc.		1,275,000		14,777,250
				199,289,505
Consumer Staples—3.9%
Beverages—0.6%
Molson Coors Brewing Co., Cl. B, Non-Vtg., Cl. B		267,000		18,030,510
PepsiCo, Inc.		230,000		20,263,000
				38,293,510
Food & Staples Retailing—1.6%
CVS Caremark Corp.1		180,000		13,744,800
Kroger Co. (The)1		750,000		36,735,000
Walgreen Co.		680,000		46,763,600
				97,243,400
Food Products—1.2%
Archer-Daniels-Midland Co.1		685,000		31,784,000
ConAgra Foods, Inc.		610,000		18,379,300
Pinnacle Foods, Inc.		850,000		25,610,500
				75,773,800
Tobacco—0.5%
Philip Morris International, Inc.1		370,000		30,343,700
Energy—11.4%
Energy Equipment & Services—1.7%
Ensco plc, Cl. A1		1,105,300		55,983,445

1      OPPENHEIMER EQUITY INCOME FUND

STATEMENT OF INVESTMENTS    Unaudited  /  Continued

	Shares		Value
Energy Equipment & Services (Continued)
Halliburton Co.1		720,000	$	49,672,800
				105,656,245
Oil, Gas & Consumable Fuels—9.7%
Apache Corp.1		655,000		67,242,300
BP plc, Sponsored ADR		1,832,500		89,737,525
Chevron Corp.		1,425,000		184,167,000
Kinder Morgan, Inc.		3,485,000		125,390,300
Marathon Oil Corp.1		312,500		12,109,375
Phillips 66		12,995		1,054,024
Royal Dutch Shell plc, ADR		780,000		63,827,400
Williams Cos., Inc. (The)1		875,000		49,551,250
				593,079,174
Financials—25.0%
Capital Markets—4.2%
Credit Suisse Group AG, Sponsored ADR2		1,170,000		31,707,000
Goldman Sachs Group, Inc. (The)		470,000		81,248,900
KKR & Co. LP		2,175,000		49,851,000
Morgan Stanley		2,205,000		71,309,700
State Street Corp.1		382,500		26,943,300
				261,059,900
Commercial Banks—10.8%
Banco Bilbao Vizcaya Argentaria SA, Sponsored ADR		1,100,000		13,519,000
Bank of America Corp.		1,442,200		21,993,550
CIT Group, Inc.1		750,000		36,832,500
Citigroup, Inc.		5,092,098		249,054,513
JPMorgan Chase & Co.1		4,075,000		235,005,250
M&T Bank Corp.		25,000		3,037,500
Wells Fargo & Co.1		2,000,000		101,800,000
				661,242,313
Insurance—5.3%
ACE Ltd.		50,000		5,005,000
Assured Guaranty Ltd.		5,350,100		119,414,232
MBIA, Inc.2		1,950,000		18,681,000
MetLife, Inc.		2,625,000		138,075,000
XL Group plc, Cl. A		1,430,500		46,119,320
				327,294,552
Real Estate Investment Trusts (REITs)—4.4%
Apollo Commercial Real Estate Finance, Inc.		1,825,000		30,240,250
Ashford Hospitality Trust, Inc.		2,140,000		24,631,400
Blackstone Mortgage Trust, Inc., Cl. A		160,000		4,555,200
Colony Financial, Inc.		2,637,500		58,420,625
CYS Investments, Inc.		975,000		8,658,000
Digital Realty Trust, Inc.1		495,000		31,873,050
Rayonier, Inc.		325,000		11,069,500
Starwood Property Trust, Inc.		2,982,925		70,397,030

2      OPPENHEIMER EQUITY INCOME FUND

STATEMENT OF INVESTMENTS    Unaudited  /  Continued

	Shares		Value
Real Estate Investment Trusts (REITs) (Continued)
Two Harbors Investment Corp.		2,777,500	$	28,413,825
				268,258,880
Thrifts & Mortgage Finance—0.3%
MGIC Investment Corp.2		1,125,000		8,313,750
Radian Group, Inc.		850,000		10,761,000
				19,074,750
Health Care—6.2%
Health Care Equipment & Supplies—0.8%
Baxter International, Inc.1		250,000		18,672,500
Medtronic, Inc.1		505,000		31,178,700
				49,851,200
Health Care Providers & Services—0.7%
UnitedHealth Group, Inc.		525,000		42,551,250
Pharmaceuticals—4.7%
AbbVie, Inc.		115,000		6,019,100
GlaxoSmithKline plc, Sponsored ADR		675,000		32,649,750
Merck & Co., Inc.		1,825,000		103,550,500
Pfizer, Inc.1		3,575,000		102,602,500
Roche Holding AG, Sponsored ADR		52,750		1,916,144
Teva Pharmaceutical Industries Ltd., Sponsored ADR1		775,000		41,462,500
				288,200,494
Industrials—3.0%
Aerospace & Defense—0.8%
General Dynamics Corp.		267,500		31,235,975
Textron, Inc.1		525,000		19,094,250
				50,330,225
Commercial Services & Supplies—0.8%
R.R. Donnelley & Sons Co.		2,860,000		49,649,600
Electrical Equipment—0.3%
General Cable Corp.		825,000		18,339,750
Industrial Conglomerates—0.3%
General Electric Co.1		812,500		20,434,375
Machinery—0.3%
Navistar International Corp.2		460,000		16,178,200
Marine—0.3%
Costamare, Inc.		685,000		16,234,500
Road & Rail—0.2%
CSX Corp.		380,000		11,369,600
Information Technology—6.3%
Communications Equipment—0.8%
Cisco Systems, Inc.		1,225,000		30,906,750

3      OPPENHEIMER EQUITY INCOME FUND

STATEMENT OF INVESTMENTS    Unaudited  /  Continued

	Shares		Value
Communications Equipment (Continued)
QUALCOMM, Inc.		245,000	$	18,056,500
				48,963,250
Semiconductors & Semiconductor Equipment—0.1%
Intel Corp.		150,000		5,083,500
Maxim Integrated Products, Inc.		100,000		2,931,000
				8,014,500
Software—2.0%
Microsoft Corp.1		2,787,500		120,308,500
Technology Hardware, Storage & Peripherals—3.4%
Apple, Inc.1		2,020,000		193,051,400
EMC Corp.		337,500		9,888,750
Seagate Technology plc		153,250		8,980,450
				211,920,600
Materials—4.5%
Chemicals—1.3%
Celanese Corp., Series A		500,000		29,105,000
LyondellBasell Industries NV, Cl. A		190,000		20,187,500
Mosaic Co. (The)		372,300		17,166,753
Potash Corp. of Saskatchewan, Inc.1		420,000		14,905,800
				81,365,053
Metals & Mining—0.8%
Allegheny Technologies, Inc.		292,500		11,012,625
Freeport-McMoRan, Inc.		1,032,500		38,429,650
				49,442,275
Paper & Forest Products—2.4%
Domtar Corp.		1,410,000		50,647,200
International Paper Co.1		1,375,000		65,312,500
Louisiana-Pacific Corp.2		2,262,500		30,634,250
				146,593,950
Telecommunication Services—5.8%
Diversified Telecommunication Services—5.8%
AT&T, Inc.1		1,650,000		58,723,500
CenturyLink, Inc.1		3,300,000		129,492,000
Consolidated Communications Holdings, Inc.1		875,025		19,583,060
Verizon Communications, Inc.		1,210,000		61,008,200
Windstream Holdings, Inc.		7,500,000		85,950,000
				354,756,760
Utilities—2.5%
Electric Utilities—2.4%
American Electric Power Co., Inc.		662,500		34,443,375
Edison International		692,500		37,949,000
Exelon Corp.		215,000		6,682,200
FirstEnergy Corp.		1,082,500		33,784,825
PPL Corp.		1,055,000		34,804,450

4      OPPENHEIMER EQUITY INCOME FUND

STATEMENT OF INVESTMENTS    Unaudited  /  Continued

	Shares		Value
Electric Utilities (Continued)
Southern Co. (The)		57,500	$	2,489,175
				150,153,025
Independent Power and Renewable Electricity Producers—0.1%
NRG Energy, Inc.1		155,000		4,798,800
Total Common Stocks (Cost $4,094,289,882)				5,080,084,816
Preferred Stocks—2.9%
American Homes 4 Rent, 5% Cum., Series A, Non-Vtg.		498,900		12,372,720
American Homes 4 Rent, 5% Cum., Series B, Non-Vtg.		675,800		16,476,004
Beazer Homes USA, Inc., 7.50% Cv.		1,666,825		42,287,350
Continental Airlines Finance Trust II, 6% Cv., Non-Vtg.		395,950		19,562,385
Dominion Resources, Inc., 6.375% Cv.2		99,800		5,059,860
iStar Financial, Inc., 4.50% Cv., Non-Vtg.		658,400		41,841,320
MetLife, Inc., 5% Cv., Non-Vtg.		462,500		13,995,250
Post Holdings, Inc., 2.50% Cv.3		90,175		8,290,464
Post Holdings, Inc., 3.75% Cv.3		55,000		5,927,900
Post Holdings, Inc., 5.25% Cv.2		140,500		13,766,106
Total Preferred Stocks (Cost $178,819,555)				179,579,359
	Units
Rights, Warrants and Certificates—0.1%
Kinder Morgan, Inc. Wts., Strike Price $40, Exp. 2/15/172 (Cost $2,577,600)		1,440,000		3,945,600
	Principal Amount
Mortgage-Backed Obligations—0.1%
Banc of America Funding Trust, Series 2007-C, Cl. 1A4, 5.36%, 5/20/364	$	119,345		116,330
Banc of America Mortgage Trust, Series 2004-E, Cl. 2A6, 2.652%, 6/25/344		187,409		188,076
Countrywide Alternative Loan Trust, Series 2005-29CB, Cl. A4, 5%, 7/25/35		1,079,896		951,568
Federal Home Loan Mortgage Corp. Gold Pool:
8.00%, 4/1/16		2,648		2,714
9.00%, 8/1/22-5/1/25		2,259		2,483
Federal Home Loan Mortgage Corp., Interest-Only Stripped Mtg.-Backed Security:
Series 183, Cl. IO, 12.85%, 4/1/275		113,721		20,401
Series 192, Cl. IO, 8.174%, 2/1/285		33,227		7,084
Series 243, Cl. 6, 0.00%, 12/15/325,6		125,560		25,073
Federal Home Loan Mortgage Corp., Principal-Only Stripped Mtg.-Backed Security, Series 176, Cl. PO, 4.074%, 6/1/267		34,193		32,351
Federal Home Loan Mortgage Corp., Real Estate Mtg. Investment Conduit Multiclass Pass-Through Certificates, Series 151, Cl. F, 9%, 5/15/21		7,161		7,901
Federal Home Loan Mortgage Corp., Real Estate Mtg. Investment Conduit Multiclass Pass-Through Certificates, Interest-Only Stripped Mtg.-Backed Security:
Series 2130, Cl. SC, 50.209%, 3/15/295		115,605		22,510
Series 2639, Cl. SA, 0.00%, 7/15/225,6		14,901		86
Series 2796, Cl. SD, 49.919%, 7/15/265		159,777		28,750
Federal National Mortgage Assn. Pool:
7.50%, 1/1/33		124,798		146,146
8.50%, 7/1/32		6,377		7,345

5      OPPENHEIMER EQUITY INCOME FUND

STATEMENT OF INVESTMENTS    Unaudited  /  Continued

	Principal Amount		Value
Mortgage-Backed Obligations (Continued)
Federal National Mortgage Assn., Interest-Only Stripped Mtg.-Backed Security:
Series 214, Cl. 2, 39.954%, 3/25/235	$	199,311	$	37,174
Series 222, Cl. 2, 19.635%, 6/25/235		248,120		53,139
Series 247, Cl. 2, 42.743%, 10/25/235		69,462		16,592
Series 252, Cl. 2, 39.708%, 11/25/235		233,608		45,680
Series 319, Cl. 2, 0.00%, 2/25/325,6		60,504		12,200
Series 320, Cl. 2, 6.601%, 4/25/325		340,234		75,235
Series 331, Cl. 9, 11.444%, 2/25/335		27,613		6,762
Series 334, Cl. 17, 12.001%, 2/25/335		133,570		31,249
Series 339, Cl. 12, 0.00%, 6/25/335,6		246,889		51,756
Series 343, Cl. 13, 0.00%, 9/25/335,6		238,475		44,320
Series 343, Cl. 18, 0.00%, 5/25/345,6		35,801		6,621
Series 345, Cl. 9, 0.00%, 1/25/345,6		199,189		41,492
Series 351, Cl. 10, 0.00%, 4/25/345,6		59,415		12,519
Series 351, Cl. 8, 0.00%, 4/25/345,6		124,378		23,754
Series 356, Cl. 10, 0.00%, 6/25/355,6		92,831		17,488
Series 356, Cl. 12, 0.00%, 2/25/355,6		45,379		8,568
Series 362, Cl. 13, 0.00%, 8/25/355,6		532,571		97,423
Series 364, Cl. 16, 0.00%, 9/25/355,6		202,607		37,804
Federal National Mortgage Assn., Real Estate Mtg. Investment Conduit Multiclass Pass-Through Certificates, Interest-Only Stripped Mtg.-Backed Security:
Series 2001-63, Cl. SD, 27.539%, 12/18/315		3,476		667
Series 2001-65, Cl. S, 23.015%, 11/25/315		222,396		46,315
Series 2001-68, Cl. SC, 27.36%, 11/25/315		2,144		460
Series 2001-81, Cl. S, 21.31%, 1/25/325		55,916		12,068
Series 2002-47, Cl. NS, 28.62%, 4/25/325		136,316		28,436
Series 2002-51, Cl. S, 28.816%, 8/25/325		125,169		26,145
Series 2002-52, Cl. SD, 32.969%, 9/25/325		174,041		42,739
Series 2002-7, Cl. SK, 21.737%, 1/25/325		3,867		715
Series 2002-77, Cl. BS, 21.112%, 12/18/325		7,391		1,603
Series 2002-77, Cl. SH, 31.255%, 12/18/325		86,776		18,380
Series 2002-9, Cl. MS, 23.557%, 3/25/325		84,405		16,488
Series 2002-90, Cl. SN, 25.812%, 8/25/325		6,056		1,054
Series 2002-90, Cl. SY, 32.621%, 9/25/325		3,303		685
Series 2003-4, Cl. S, 27.056%, 2/25/335		133,951		31,331
Series 2003-46, Cl. IH, 0.00%, 6/25/235,6		824,001		118,602
Series 2004-54, Cl. DS, 37.518%, 11/25/305		155,686		32,472
Series 2005-14, Cl. SE, 35.386%, 3/25/355		194,504		31,314
Series 2005-93, Cl. SI, 12.613%, 10/25/355		115,171		18,502
Federal National Mortgage Assn., Real Estate Mtg. Investment Conduit Multiclass Pass-Through Certificates, Principal-Only Stripped Mtg.-Backed Security, Series 1993-184, Cl. M, 4.794%, 9/25/237		97,970		94,533
Government National Mortgage Assn. I Pool:
7.00%, 1/15/24-4/15/26		48,051		52,183
7.50%, 5/15/27		222,774		253,704
8.00%, 5/15/17		3,691		3,810
8.50%, 8/15/17-12/15/17		2,691		2,863
Government National Mortgage Assn. II Pool, 1.625%, 3/20/264		8,412		8,651
Government National Mortgage Assn., Interest-Only Stripped Mtg.-Backed Security, Series 2002-15, Cl. SM, 59.875%, 2/16/325		207,568		40,127
JP Morgan Mortgage Trust, Series 2007-S3, Cl. 1A90, 7%, 8/25/37		493,793		458,666

6      OPPENHEIMER EQUITY INCOME FUND

STATEMENT OF INVESTMENTS    Unaudited  /  Continued

	Principal Amount		Value
Mortgage-Backed Obligations (Continued)
MASTR Adjustable Rate Mortgages Trust, Series 2004-13, Cl. 2A2, 2.642%, 4/21/344	$	199,444	$	204,946
RALI Trust:
Series 2003-QS1, Cl. A2, 5.75%, 1/25/33		55,166		56,018
Series 2006-QS13, Cl. 1A8, 6.00%, 9/25/36		31,444		25,107
WaMu Mortgage Pass-Through Certificates Trust, Series 2005-AR14, Cl. 1A4, 2.375%, 12/25/354		271,662		265,533
Wells Fargo Mortgage-Backed Securities Trust, Series 2006-AR14, Cl. 1A2, 5.688%, 10/25/364		263,024		258,065
Total Mortgage-Backed Obligations (Cost $4,270,736)				4,330,776
U.S. Government Obligation—0.0%
Federal Home Loan Mortgage Corp. Nts., 5.25%, 4/18/16 (Cost $439,674)		425,000		459,504
Non-Convertible Corporate Bonds and Notes—1.5%
Agrium, Inc., 6.125% Sr. Unsec. Unsub. Nts., 1/15/41		240,000		286,601
Airgas, Inc., 3.25% Sr. Unsec. Nts., 10/1/15		481,000		495,026
Altria Group, Inc., 10.20% Sr. Unsec. Nts., 2/6/39		415,000		699,906
American Tower Corp., 7% Sr. Unsec. Nts., 10/15/17		370,000		428,219
Anadarko Petroleum Corp., 6.20% Sr. Unsec. Nts., 3/15/40		343,000		423,376
Arrow Electronics, Inc., 3.375% Sr. Unsec. Nts., 11/1/15		990,000		1,019,351
Bank of America Corp.:
5.875% Sr. Unsec. Nts., 1/5/21		210,000		242,896
7.75% Jr. Sub. Nts., 5/14/38		369,000		503,813
Blackstone Holdings Finance Co. LLC, 6.625% Sr. Unsec. Nts., 8/15/193		940,000		1,118,863
BNP Paribas SA, 5.186% Jr. Sub. Perpetual Bonds3,4,8		170,000		173,825
British Telecommunications plc, 9.625% Sr. Unsec. Nts., 12/15/30		325,000		513,922
Bunge Ltd. Finance Corp., 8.50% Sr. Unsec. Nts., 6/15/19		365,000		456,064
Burlington Northern Santa Fe LLC, 5.75% Sr. Unsec. Nts., 5/1/40		143,000		171,351
Capital One Financial Corp., 4.75% Sr. Unsec. Nts., 7/15/21		262,000		289,020
CBS Corp., 7.875% Sr. Unsec. Nts., 7/30/30		296,000		392,105
Celgene Corp., 5.70% Sr. Unsec. Nts., 10/15/40		344,000		397,876
CenturyLink, Inc., 7.60% Sr. Unsec. Nts., 9/15/39		193,000		193,965
Citigroup, Inc., 6.125% Sr. Unsec. Nts., 11/21/17		968,000		1,100,177
CNA Financial Corp.:
5.75% Sr. Unsec. Unsub. Nts., 8/15/21		462,000		535,354
5.875% Sr. Unsec. Unsub. Nts., 8/15/20		540,000		627,395
Comcast Cable Communications Holdings, Inc., 9.455% Sr. Unsec. Nts., 11/15/22		317,000		458,777
CSX Corp., 5.50% Sr. Unsec. Nts., 4/15/41		148,000		170,896
DIRECTV Holdings LLC/DIRECTV Financing Co., Inc., 6.375% Sr. Unsec. Nts., 3/1/41		431,000		516,284
El Paso Pipeline Partners Operating Co. LLC, 6.50% Sr. Unsec. Nts., 4/1/20		782,000		912,481
Energizer Holdings, Inc., 4.70% Sr. Unsec. Nts., 5/19/21		552,000		573,136
Ensco plc, 4.70% Sr. Unsec. Nts., 3/15/21		461,000		500,514
Family Dollar Stores, Inc., 5% Sr. Unsec. Nts., 2/1/21		301,000		317,378
FirstEnergy Solutions Corp., 6.80% Sr. Unsec. Nts., 8/15/39		317,000		343,213

7      OPPENHEIMER EQUITY INCOME FUND

STATEMENT OF INVESTMENTS    Unaudited  /  Continued

	Principal Amount		Value
Non-Convertible Corporate Bonds and Notes (Continued)
Frontier Communications Corp., 8.25% Sr. Unsec. Nts., 4/15/17	$	465,000	$	532,425
General Electric Capital Corp., 6.375% Unsec. Sub. Nts., 11/15/674		1,005,000		1,121,077
Glen Meadow Pass-Through Trust, 6.505% Jr. Sub. Nts., 2/12/674,9		631,000		626,268
Glencore Canada Corp.:
5.375% Sr. Unsec. Unsub. Nts., 6/1/15		170,000		176,125
6.00% Sr. Unsec. Unsub. Nts., 10/15/15		411,000		434,854
Glencore Finance Canada Ltd., 5.80% Sr. Unsec. Unsub. Nts., 11/15/163		78,000		85,497
Goldman Sachs Group, Inc. (The), 5.25% Sr. Unsec. Nts., 7/27/21		169,000		188,739
Harris Corp., 6.15% Sr. Unsec. Nts., 12/15/40		168,000		198,931
HSBC Finance Capital Trust IX, 5.911% Unsec. Sub. Nts., 11/30/354		1,330,000		1,383,200
Huntington Bancshares, Inc., 7% Sub. Nts., 12/15/20		493,000		593,419
International Lease Finance Corp., 5.75% Sr. Unsec. Nts., 5/15/16		539,000		564,939
J.C. Penney Corp., Inc., 5.65% Sr. Unsec. Nts., 6/1/20		14,870,000		13,048,425
JPMorgan Chase & Co., 7.90% Jr. Sub. Perpetual Bonds, Series 14,8		900,000		995,625
Juniper Networks, Inc., 5.95% Sr. Unsec. Nts., 3/15/41		219,000		238,895
Kinross Gold Corp., 3.625% Sr. Unsec. Nts., 9/1/16		419,000		434,993
KLA-Tencor Corp., 6.90% Sr. Unsec. Nts., 5/1/18		373,000		434,458
Liberty Mutual Group, Inc., 5% Sr. Unsec. Nts., 6/1/213		808,000		888,588
Lincoln National Corp., 6.05% Jr. Unsec. Sub. Nts., 4/20/674		1,102,000		1,118,530
Lloyds Bank plc, 6.50% Sub. Nts., 9/14/203		598,000		695,768
Lorillard Tobacco Co., 7% Sr. Unsec. Nts., 8/4/41		354,000		432,939
Macquarie Bank Ltd., 6.625% Unsec. Sub. Nts., 4/7/213		735,000		845,179
Marriott International, Inc., 6.20% Sr. Unsec. Nts., 6/15/16		580,000		634,209
MBIA Insurance Corp.:
11.494% Sub. Nts., 1/15/333,10		34,085,000		25,137,688
11.494% Sub. Nts., 1/15/3310		100,000		73,750
McKesson Corp., 6% Sr. Unsec. Unsub. Nts., 3/1/41		288,000		350,057
Morgan Stanley:
5.50% Sr. Unsec. Nts., 7/24/20		218,000		247,626
5.55% Sr. Unsec. Nts., 4/27/17		1,275,000		1,409,090
Mylan, Inc., 6% Sr. Unsec. Nts., 11/15/183		565,000		588,601
Nabors Industries, Inc., 6.15% Sr. Unsec. Nts., 2/15/18		680,000		772,384
Navient LLC, 6.25% Sr. Unsec. Nts., 1/25/16		739,000		782,424
Nexen Energy ULC, 6.40% Sr. Unsec. Unsub. Nts., 5/15/37		573,000		704,745
NII Capital Corp., 7.625% Sr. Unsec. Nts., 4/1/21		25,217,500		6,808,725
Nomura Holdings, Inc., 4.125% Sr. Unsec. Nts., 1/19/16		520,000		542,753
Oncor Electric Delivery Co. LLC, 7% Sr. Sec. Nts., 9/1/22		470,000		600,455
Potash Corp. of Saskatchewan, Inc., 5.625% Sr. Unsec. Nts., 12/1/40		323,000		387,252
PPL WEM Holdings Ltd., 5.375% Sr. Unsec. Unsub. Nts., 5/1/213		763,000		856,046
Quest Diagnostics, Inc., 5.75% Sr. Unsec. Nts., 1/30/40		345,000		374,799
Ras Laffan Liquefied Natural Gas Co. Ltd. III, 5.50% Sr. Sec. Nts., 9/30/143		305,000		307,333
Rent-A-Center, Inc., 6.625% Sr. Unsec. Nts., 11/15/20		569,000		563,310
Rockies Express Pipeline LLC, 3.90% Sr. Unsec. Unsub. Nts., 4/15/159		930,000		934,650
Rowan Cos, Inc., 5% Sr. Unsec. Nts., 9/1/17		579,000		625,356
Standard Chartered plc, 6.409% Jr. Sub. Perpetual Bonds3,4,8		400,000		433,250
Swiss Re Capital I LP, 6.854% Jr. Sub. Perpetual Bonds3,4,8		1,077,000		1,149,698
Symantec Corp., 4.20% Sr. Unsec. Nts., 9/15/20		625,000		642,741
Texas-New Mexico Power Co., 6.95% Sec. Nts., 4/1/433		540,000		723,162
Time Warner Entertainment Co. LP, 8.375% Sr. Unsec. Nts., 7/15/33		279,000		407,646

8      OPPENHEIMER EQUITY INCOME FUND

STATEMENT OF INVESTMENTS    Unaudited  /  Continued

	Principal Amount		Value
Non-Convertible Corporate Bonds and Notes (Continued)
UBS Preferred Funding Trust V, 6.243% Jr. Sub. Perpetual Bonds,Series 14,8	$	243,000	$	255,454
Vale Canada Ltd., 5.70% Sr. Unsec. Nts., 10/15/15		31,000		32,714
Verizon Communications, Inc., 6.40% Sr. Unsec. Nts., 2/15/38		318,000		387,821
Virgin Media Secured Finance plc, 5.25% Sr. Sec. Nts., 1/15/21		307,000		312,373
Wal-Mart Stores, Inc., 5.625% Sr. Unsec. Nts., 4/15/41		338,000		410,619
Weatherford International Ltd. (Bermuda), 5.125% Sr. Unsec. Unsub. Nts., 9/15/20		576,000		639,564
Wells Fargo & Co., 7.98% Jr. Sub. Perpetual Bonds, Series K4,8		382,000		435,098
Willis Group Holdings plc, 4.125% Sr. Unsec. Unsub. Nts., 3/15/16		563,000		588,444
Woodside Finance Ltd., 4.60% Sr. Unsec. Unsub. Nts., 5/10/213		390,000		426,970
ZFS Finance USA Trust V, 6.50% Jr. Sub. Nts., 5/9/374,9		598,000		644,345
Total Non-Convertible Corporate Bonds and Notes (Cost $90,277,139)				89,091,810
Convertible Corporate Bonds and Notes—7.9%
General Cable Corp., 4.50% Cv. Unsec. Sub. Nts., 11/15/294		49,000,000		44,835,000
iStar Financial, Inc., 3% Cv. Sr. Unsec. Nts., 11/15/16		9,530,000		12,710,638
Liberty Interactive LLC, 0.75% Cv. Sr. Unsec. Nts., 3/30/43		7,670,000		10,718,825
MGIC Investment Corp.:
5.00% Cv. Sr. Unsec. Nts., 5/1/17		23,955,000		26,455,303
9.00% Cv. Jr. Sub. Nts., 4/1/633		102,000,000		132,090,000
Micron Technology, Inc., 3% Cv. Sr. Unsec. Nts., 11/15/43		28,595,000		35,261,210
Molycorp, Inc., 6% Cv. Sr. Unsec. Nts., 9/1/17		15,750,000		9,833,906
Navistar International Corp.:
4.50% Cv. Sr. Sub. Nts., 10/15/183		47,895,000		49,002,572
4.75% Cv. Sr. Sub. Nts., 4/15/193		13,977,000		14,667,114
Peabody Energy Corp., 4.75% Cv. Jr. Sub. Nts., 12/15/41		52,435,000		37,753,200
Radian Group, Inc., 2.25% Cv. Sr. Unsec. Nts., 3/1/19		32,498,000		43,384,830
United Airlines, Inc., 4.50% Cv. Sr. Unsec. Nts., 1/15/15		28,949,000		71,666,868
Total Convertible Corporate Bonds and Notes (Cost $400,268,139)				488,379,466
	Shares
Structured Securities—5.4%
Bank of America Corp., Allegheny Technologies, Inc. Equity Linked Nts., 10/23/142,3		245,447		9,282,707
Bank of America Corp., American Axle & Manufacturing Holdings, Inc. Equity Linked Nts., 11/3/142,3		574,713		10,649,255
Bank of America Corp., American International Group Equity Linked Nts., 10/3/142,3		200,099		10,415,353
Bank of America Corp., Standard Pacific Corp. Equity Linked Nts., 8/12/142,3		1,728,848		13,293,935
Bank of America Corp., Teva Pharmaceutical Industries Ltd. Equity Linked Nts., 2/4/152		274,876		14,972,496
Barclays Bank plc, Radian Group, Inc. Yield Enhanced Equity Linked Debt Securities, 11/24/142		1,314,000		16,940,978
Barclays Bank plc, Teva Pharmaceutical Industries Ltd. Yield Enhanced Equity Linked Debt Securities, 9/12/142		201,000		10,736,780
Citigroup, Inc., J.C. Penney Co., Inc. Equity Linked Nts., 11/19/142,3		1,645,444		15,945,269

9      OPPENHEIMER EQUITY INCOME FUND

STATEMENT OF INVESTMENTS    Unaudited  /  Continued

	Shares		Value
Structured Securities (Continued)
Credit Suisse AG (New York Branch), Apple, Inc. Equity Linked Nts., 12/3/142		39,915	$	26,272,753
Credit Suisse AG (New York Branch), Apple, Inc. Equity Linked Nts., 1/9/152		261,152		24,909,625
Credit Suisse AG (New York Branch), J.C. Penney Co., Inc. Equity Linked Nts., 11/21/142		1,054,350		10,397,470
Credit Suisse AG (New York Branch), Navistar International Group Equity Linked Nts., 10/7/142		293,170		10,418,743
Credit Suisse AG (New York Branch), Standard Pacific Corp. Equity Linked Nts., 11/7/142		1,902,286		14,663,408
Deutsche Bank AG (London), American Axle & Manufacturing Holdings, Inc. Equity Liinked Nts., 10/3/142,3		544,100		10,127,234
Deutsche Bank AG (London), American Axle & Manufacturing Holdings, Inc. Equity Linked Nts., 9/4/142		495,300		9,252,434
Deutsche Bank AG (London), J.C. Penney Co., Inc. Equity Linked Nts., 12/24/142,3		1,158,752		10,666,124
Deutsche Bank AG (London), Standard Pacific Corp. Equity Linked Nts., 9/29/142,3		1,610,000		12,439,628
Goldman Sachs Group, Inc. (The), Apple, Inc. Equity Linked Nts., 12/5/142,3		31,495		20,762,821
Goldman Sachs Group, Inc. (The), MBIA, Inc. Equity Lnked Nts., 1/2/152,3		844,238		8,305,214
Goldman Sachs Group, Inc. (The), Standard Pacific Corp. Equity Linked Nts., 9/5/142,3		1,682,600		13,090,342
JPMorgan Chase & Co., Navistar International Corp. Equity Linked Nts., 11/21/142,3		288,520		10,215,783
JPMorgan Chase & Co., Navistar International Corp. Equity Linked Nts., 11/25/142,3		265,252		9,687,803
Merrill Lynch International & Co. CV Curacao, Standard Pacific Corp. Equity Linked Nts., 11/12/142		1,314,474		10,061,363
Merrill Lynch International & Co. CV, Apple, Inc. Equity Linked Nts., 12/9/142		23,171		15,473,324
Morgan Stanley, Rite Aid Corp. Performance Equity Linked Redemption Quarterly-pay Securities, 12/15/142,3		1,726,766		11,788,628
Total Structured Securities (Cost $335,547,315)				330,769,470

		Exercise Price		Expiration Date			Contracts
Exchange-Traded Options Purchased—0.0%
AbbVie, Inc. Put2	USD		50.000		8/16/14	USD		2000	40,000
Apache Corp. Put2	USD		92.500		8/16/14	USD		2000	12,000
Apache Corp. Put2	USD		90.000		8/16/14	USD		1990	15,920
Assured Guaranty Ltd. Call2	USD		26.000		10/18/14	USD		1500	49,500
Assured Guaranty Ltd. Put2	USD		20.000		9/20/14	USD		2000	70,000
Assured Guaranty Ltd. Put2	USD		21.000		8/16/14	USD		2000	51,000
Assured Guaranty Ltd. Put2	USD		20.000		8/16/14	USD		1250	15,000
Baxter International, Inc. Put2	USD		67.500		8/16/14	USD		1990	25,870
Citigroup, Inc. Put2	USD		46.000		9/20/14	USD		3000	138,000
Citigroup, Inc. Put2	USD		45.000		8/16/14	USD		1500	13,500
Citigroup, Inc. Put2	USD		46.000		8/16/14	USD		2000	26,000
Delta Air Lines, Inc. Put2	USD		33.500		8/16/14	USD		2000	26,000
Delta Air Lines, Inc. Put2	USD		31.000		8/16/14	USD		4000	20,000

10      OPPENHEIMER EQUITY INCOME FUND

STATEMENT OF INVESTMENTS    Unaudited  /  Continued

		Exercise Price		Expiration Date			Contracts			Value
Exchange-Traded Options Purchased (Continued)
Ensco plc Put2	USD		50.000		8/16/14	USD		2000		$	120,000
Exxon Mobil Corp. Put2	USD		90.000		8/16/14	USD		4500			36,000
Exxon Mobil Corp. Put2	USD		92.500		8/16/14	USD		1990			27,860
General Motors Co. Put2	USD		34.000		8/16/14	USD		2000			150,000
Genworth Financial, Inc. Put2	USD		12.000		9/20/14	USD		7500			165,000
J.C. Penney Co., Inc. Put2	USD		8.000		9/20/14	USD		2250			49,500
Kinder Morgan, Inc. Put2	USD		35.000		9/20/14	USD		3500			217,000
Kohl’s Corp. Put2	USD		45.000		10/18/14	USD		2000			60,000
Marathon Oil Corp. Put2	USD		36.000		8/16/14	USD		2000			32,000
Marathon Oil Corp. Put2	USD		36.000		9/20/14	USD		2000			76,000
Marathon Oil Corp. Put2	USD		35.000		8/16/14	USD		5000			40,000
Marathon Oil Corp. Put2	USD		37.000		9/20/14	USD		1500			105,000
MBIA, Inc. Call2	USD		13.000		11/22/14	USD		5000			130,000
MBIA, Inc. Call2	USD		13.000		8/16/14	USD		5000			12,500
MBIA, Inc. Put2	USD		9.000		9/20/14	USD		2000			86,000
McDonald’s Corp. Put2	USD		91.000		8/16/14	USD		1500			24,750
QUALCOMM, Inc. Put2	USD		70.000		8/16/14	USD		2000			44,000
Target Corp. Put2	USD		52.500		8/16/14	USD		2000			5,000
Time Warner Cable, Inc. Put2	USD		135.000		8/16/14	USD		3500			61,250
United Continental Holdings Put2	USD		35.000		8/16/14	USD		2000			10,000
Whirlpool Corp. Put2	USD		125.000		8/16/14	USD		1500			16,500
Total Exchange-Traded Options Purchased (Cost $2,956,460)											1,971,150
Total Investments, at Value (Cost $5,109,446,500)								100.5	%		6,178,611,951
Net Other Assets (Liabilities)								(0.5	)		(31,148,114)
Net Assets								100.0	%	$	6,147,463,837

11      OPPENHEIMER EQUITY INCOME FUND

STATEMENT OF INVESTMENTS    Unaudited  /  Continued

Footnotes to Statement of Investments

1. All or a portion of the security position is held in segregated accounts and pledged to cover margin requirements with respect to outstanding written options. The aggregate market value of such securities is $375,185,660. See accompanying Notes.

2. Non-income producing security.

3. Represents securities sold under Rule 144A, which are exempt from registration under the Securities Act of 1933, as amended. These securities have been determined to be liquid under guidelines established by the Board of Trustees. These securities amount to $410,078,614 or 6.67% of the Fund’s net assets as of July 31, 2014.

4. Represents the current interest rate for a variable or increasing rate security.

5. Interest-Only Strips represent the right to receive the monthly interest payments on an underlying pool of mortgage loans. These securities typically decline in price as interest rates decline. Most other fixed income securities increase in price when interest rates decline. The principal amount of the underlying pool represents the notional amount on which current interest is calculated. The price of these securities is typically more sensitive to changes in prepayment rates than traditional mortgage-backed securities (for example, GNMA pass-throughs). Interest rates disclosed represent current yields based upon the current cost basis and estimated timing and amount of future cash flows. These securities amount to $1,191,783 or 0.02% of the Fund’s net assets as of July 31, 2014.

6. Interest rate is less than 0.0005%.

7. Principal-Only Strips represent the right to receive the monthly principal payments on an underlying pool of mortgage loans. The value of these securities generally increases as interest rates decline and prepayment rates rise. The price of these securities is typically more volatile than that of coupon-bearing bonds of the same maturity. Interest rates disclosed represent current yields based upon the current cost basis and estimated timing of future cash flows. These securities amount to $126,884 or less than 0.005% of the Fund’s net assets as of July 31, 2014.

8. This bond has no contractual maturity date, is not redeemable and contractually pays an indefinite stream of interest. Rate reported represents the current interest rate for this variable rate security.

9. Restricted security. The aggregate value of restricted securities as of July 31, 2014 was $2,205,263, which represents 0.04% of the Fund’s net assets. See accompanying Notes. Information concerning restricted securities is as follows:

Security	Acquisition Dates		Cost		Value		Unrealized       Appreciation
Glen Meadow Pass-Through Trust, 6.505% Jr. Sub. Nts., 2/12/67		1/5/11	$	539,931	$	626,268	$	86,337
Rockies Express Pipeline LLC, 3.90% Sr. Unsec. Unsub. Nts., 4/15/15		11/10/10-5/20/11		933,217		934,650		1,433
ZFS Finance USA Trust V, 6.50% Jr. Sub. Nts., 5/9/37		2/24/11-7/26/11		600,732		644,345		43,613
			$	2,073,880	$	2,205,263	$	131,383

10. This security is not accruing income because the issuer has missed an interest payment on it and/or is not anticipated to make future interest and or principal payments. The rate shown is the original contractual interest rate. See accompanying Notes.

The following issuer is or was an affiliate, as defined in the Investment Company Act of 1940, at or during the period ended July 31, 2014 by virtue of the Fund owning at least 5% of the voting securities of the issuer or as a result of the Fund and the issuer having the same investment adviser. There were no affiliate securities held by the Fund as of July 31, 2014. Transactions during the period in which the issuer was an affiliate are as follows:

12      OPPENHEIMER EQUITY INCOME FUND

STATEMENT OF INVESTMENTS    Unaudited  /  Continued

	Shares October 31, 2013		Gross Additions		Gross Reductions		Shares   July 31,   2014
Oppenheimer Institutional Money Market Fund, Cl. E		86,179,484		227,192,099		313,371,583		—
							Income
Oppenheimer Institutional Money Market Fund, Cl. E							$	14,259

Exchange-Traded Options Written at July 31, 2014
Description		Exercise Price		Expiration Date			Number of Contracts		Premiums Received		Value
AbbVie, Inc. Call	USD		55.000		8/16/14	USD		(75)	$	5,797	$	(1,500)
AbbVie, Inc. Put	USD		52.500		8/16/14	USD		(1,000)		68,959		(100,000)
Apache Corp. Put	USD		97.500		8/16/14	USD		(2,000)		433,912		(102,000)
Apache Corp. Call	USD		105.000		8/16/14	USD		(1,000)		129,923		(114,000)
Apache Corp. Call	USD		107.000		8/16/14	USD		(1,000)		50,254		(61,000)
Apple, Inc. Call	USD		107.140		8/16/14	USD		(250)		9,490		(1,250)
Archer-Daniels-Midland Co. Call	USD		49.000		8/16/14	USD		(250)		7,565		(4,750)
Assured Guaranty Ltd. Put	USD		23.000		8/16/14	USD		(4,500)		310,614		(468,000)
Assured Guaranty Ltd. Put	USD		22.000		10/18/14	USD		(2,500)		223,386		(287,500)
Assured Guaranty Ltd. Put	USD		24.000		8/16/14	USD		(2,999)		365,016		(554,815)
Assured Guaranty Ltd. Put	USD		22.000		8/16/14	USD		(3,500)		202,786		(189,000)
AT&T, Inc. Call	USD		37.000		8/16/14	USD		(1,000)		20,959		(7,000)
AT&T, Inc. Call	USD		36.000		8/16/14	USD		(1,000)		37,659		(29,000)
AT&T, Inc. Call	USD		37.500		8/16/14	USD		(1,000)		18,980		(4,000)
Baxter International, Inc. Put	USD		72.500		8/16/14	USD		(1,000)		161,607		(27,000)
Baxter International, Inc. Call	USD		75.000		8/16/14	USD		(250)		46,239		(21,500)
Baxter International, Inc. Call	USD		77.500		8/16/14	USD		(250)		16,490		(6,000)
Beazer Homes USA, Inc. Put	USD		20.000		8/16/14	USD		(4,762)		622,542		(1,700,034)
Best Buy Co., Inc. Call	USD		34.000		8/16/14	USD		(1,000)		21,379		(7,500)
CenturyLink, Inc. Call	USD		42.000		8/16/14	USD		(4,000)		235,835		(64,000)
CenturyLink, Inc. Call	USD		43.000		8/16/14	USD		(1,250)		23,699		(6,250)
CenturyLink, Inc. Call	USD		38.000		8/16/14	USD		(500)		10,730		(87,500)
CenturyLink, Inc. Put	USD		35.000		8/16/14	USD		(1,250)		63,959		(9,375)
CenturyLink, Inc. Call	USD		44.000		8/16/14	USD		(1,000)		26,459		(5,000)
CenturyLink, Inc. Call	USD		43.000		9/20/14	USD		(1,000)		25,020		(25,000)
CenturyLink, Inc. Call	USD		37.000		8/16/14	USD		(350)		17,486		(87,500)
Citigroup, Inc. Put	USD		49.000		8/16/14	USD		(3,500)		279,067		(301,000)
Citigroup, Inc. Put	USD		49.000		9/20/14	USD		(1,000)		113,958		(139,000)
CVS Caremark Corp. Call	USD		80.000		8/16/14	USD		(500)		31,869		(8,500)
Delta Air Lines, Inc. Put	USD		35.000		8/16/14	USD		(2,000)		281,615		(68,000)
Delta Air Lines, Inc. Put	USD		36.000		8/16/14	USD		(1,000)		44,959		(54,000)
Digital Realty Trust, Inc. Call	USD		60.000		8/16/14	USD		(255)		39,792		(122,910)
Domtar Corp. Put	USD		42.500		10/18/14	USD		(500)		163,477		(337,500)
Ensco plc Put	USD		55.000		8/16/14	USD		(2,500)		454,892		(1,100,000)
Ensco plc Put	USD		57.500		9/20/14	USD		(919)		438,318		(753,580)
Ensco plc Call	USD		55.000		8/16/14	USD		(1,000)		76,969		(8,000)
Exelon Corp. Put	USD		34.000		8/16/14	USD		(500)		74,479		(155,000)
Exxon Mobil Corp. Put	USD		97.500		9/20/14	USD		(1,000)		164,957		(175,000)
Exxon Mobil Corp. Put	USD		97.500		8/16/14	USD		(4,500)		491,811		(432,000)
Ford Motor Co. Call	USD		18.000		8/16/14	USD		(3,000)		51,309		(12,000)
Ford Motor Co. Call	USD		18.500		8/16/14	USD		(1,500)		15,939		(3,000)
General Electric Co. Call	USD		26.000		8/16/14	USD		(125)		3,370		(875)

13      OPPENHEIMER EQUITY INCOME FUND

STATEMENT OF INVESTMENTS    Unaudited  /  Continued

Exchange-Traded Options Written (Continued)
Description		Exercise Price		Expiration Date			Number of Contracts		Premiums Received		Value
General Motors Co. Put	USD		38.000		9/20/14	USD		(750)	$	216,716	$	(328,125)
General Motors Co. Put	USD		36.000		8/16/14	USD		(1,000)		84,958		(228,000)
General Motors Co. Put	USD		36.000		9/20/14	USD		(950)		282,107		(257,450)
General Motors Co. Put	USD		39.000		9/20/14	USD		(1,225)		443,393		(655,375)
Genworth Financial, Inc. Put	USD		14.000		9/20/14	USD		(6,250)		215,995		(700,000)
Halliburton Co. Call	USD		75.000		8/16/14	USD		(1,000)		58,009		(7,000)
International Paper Co. Call	USD		55.000		8/16/14	USD		(1,000)		23,960		(9,000)
International Paper Co. Call	USD		53.000		8/16/14	USD		(1,000)		56,559		(4,000)
International Paper Co. Call	USD		54.000		8/16/14	USD		(2,000)		80,998		(18,000)
J.C. Penney Co., Inc. Put	USD		8.500		8/16/14	USD		(1,000)		22,769		(17,000)
J.C. Penney Co., Inc. Put	USD		9.000		8/16/14	USD		(10,000)		1,189,578		(330,000)
J.C. Penney Co., Inc. Put	USD		10.000		8/16/14	USD		(1,000)		223,206		(88,000)
Kinder Morgan, Inc. Put	USD		37.500		9/20/14	USD		(3,000)		585,457		(591,000)
Kohl’s Corp. Put	USD		52.500		8/16/14	USD		(2,000)		335,414		(190,000)
Kroger Co. (The) Call	USD		52.500		9/20/14	USD		(3,000)		167,877		(120,000)
Lear Corp. Call	USD		105.000		9/20/14	USD		(250)		23,160		(9,375)
Louisiana-Pacific Corp. Put	USD		14.000		9/20/14	USD		(1,000)		70,959		(92,500)
Louisiana-Pacific Corp. Put	USD		14.000		8/16/14	USD		(2,000)		96,668		(130,000)
Marathon Oil Corp. Call	USD		41.000		8/16/14	USD		(25)		924		(575)
Marathon Oil Corp. Put	USD		40.000		8/16/14	USD		(3,250)		305,534		(539,500)
Marathon Oil Corp. Put	USD		39.000		8/16/14	USD		(3,500)		325,354		(224,000)
Marathon Oil Corp. Put	USD		39.000		9/20/14	USD		(1,000)		116,278		(138,000)
MBIA, Inc. Put	USD		10.000		8/16/14	USD		(7,000)		347,063		(392,000)
MBIA, Inc. Put	USD		11.000		8/16/14	USD		(10,000)		424,841		(1,450,000)
MBIA, Inc. Put	USD		9.000		8/16/14	USD		(500)		18,980		(10,000)
McDonald’s Corp. Put	USD		94.000		8/16/14	USD		(1,000)		37,959		(73,000)
MDC Holdings, Inc. Put	USD		29.000		8/16/14	USD		(2,000)		237,016		(485,000)
Medtronic, Inc. Call	USD		67.500		8/16/14	USD		(50)		1,798		(300)
Medtronic, Inc. Call	USD		65.000		8/16/14	USD		(100)		6,146		(1,200)
Medtronic, Inc. Call	USD		64.500		8/16/14	USD		(150)		4,359		(1,950)
MGIC Investment Corp. Put	USD		8.000		8/16/14	USD		(2,000)		71,918		(120,000)
Microsoft Corp. Call	USD		45.000		8/16/14	USD		(1,500)		49,439		(24,000)
Microsoft Corp. Call	USD		47.000		8/16/14	USD		(1,000)		51,359		(7,000)
Microsoft Corp. Call	USD		46.500		8/16/14	USD		(1,000)		17,960		(7,000)
Microsoft Corp. Call	USD		46.000		8/16/14	USD		(500)		21,624		(4,500)
Microsoft Corp. Call	USD		44.000		8/16/14	USD		(1,000)		36,959		(36,000)
Mosaic Co. (The) Put	USD		50.000		8/16/14	USD		(152)		39,410		(57,000)
NRG Energy, Inc. Call	USD		32.000		8/16/14	USD		(50)		2,298		(1,500)
NRG Energy, Inc. Put	USD		31.000		8/16/14	USD		(250)		13,240		(18,750)
Pfizer, Inc. Call	USD		30.000		8/16/14	USD		(500)		10,979		(3,500)
Pfizer, Inc. Call	USD		31.000		8/16/14	USD		(500)		7,916		(1,000)
Philip Morris International, Inc. Call	USD		85.000		8/16/14	USD		(25)		1,029		(500)
Potash Corp. of Saskatchewan, Inc. Call	USD		36.500		8/16/14	USD		(3,700)		187,223		(81,400)
Potash Corp. of Saskatchewan, Inc. Call	USD		37.000		8/16/14	USD		(500)		28,505		(5,500)
PPL Corp. Put	USD		33.000		8/16/14	USD		(250)		7,490		(8,750)
QUALCOMM, Inc. Put	USD		74.500		8/16/14	USD		(1,000)		53,959		(158,000)
Radian Group, Inc. Put	USD		14.000		8/16/14	USD		(3,000)		215,416		(450,000)
Radian Group, Inc. Put	USD		13.000		8/16/14	USD		(1,500)		59,939		(105,000)
State Street Corp. Call	USD		72.500		8/16/14	USD		(2,500)		121,193		(105,000)
Target Corp. Put	USD		57.500		8/16/14	USD		(1,000)		113,958		(20,000)
Teva Pharmaceutical Industries Ltd. Call	USD		55.000		8/16/14	USD		(250)		11,170		(10,500)

14      OPPENHEIMER EQUITY INCOME FUND

STATEMENT OF INVESTMENTS    Unaudited  /  Continued

Exchange-Traded Options Written (Continued)
Description		Exercise Price		Expiration Date			Number of Contracts		Premiums Received		Value
Textron, Inc. Call	USD		38.000		8/16/14	USD		(100)	$	7,696	$	(2,100)
Time Warner Cable, Inc. Put	USD		145.000		8/16/14	USD		(2,500)		493,211		(300,000)
United Continental Holdings Put	USD		40.000		8/16/14	USD		(1,000)		249,955		(18,000)
Wells Fargo & Co. Call	USD		52.500		8/16/14	USD		(8,250)		164,861		(66,000)
Whirlpool Corp. Put	USD		135.000		8/16/14	USD		(1,000)		258,955		(44,000)
Williams Cos., Inc. (The) Call	USD		60.000		8/16/14	USD		(250)		5,240		(5,000)
Total of Exchange-Traded Options Written									$	14,190,463	$	(16,391,189)

15      OPPENHEIMER EQUITY INCOME FUND

NOTES TO

STATEMENT OF INVESTMENTS    July 31, 2014Unaudited

Oppenheimer Equity Income Fund (the “Fund”) is a diversified open-end management investment company registered under the Investment Company Act of 1940, as amended. The Fund’s investment objective is to seek total return. The Fund’s investment adviser is OFI Global Asset Management, Inc. (“OFI Global” or the “Manager”), a wholly-owned subsidiary of OppenheimerFunds, Inc. (“OFI” or the “Sub-Adviser”). The Manager has entered into a sub-advisory agreement with OFI.

Structured Securities. The Fund invests in structured securities whose market values, interest rates and/or redemption prices are linked to the performance of underlying foreign currencies, interest rate spreads, stock market indices, prices of individual securities, commodities or other financial instruments or the occurrence of other specific events. The structured securities are often leveraged, increasing the volatility of each note’s market value relative to the change in the underlying linked financial element or event. Fluctuations in value of these securities are recorded as unrealized gains and losses in the accompanying Statement of Operations in the annual and semiannual reports. The Fund records a realized gain or loss when a structured security is sold or matures.

Credit Risk. The Fund invests in high-yield, non-investment-grade bonds, which may be subject to a greater degree of credit risk. Credit risk relates to the ability of the issuer to meet interest or principal payments or both as they become due. The Fund may acquire securities that have missed an interest payment, and is not obligated to dispose of securities whose issuers or underlying obligors subsequently miss an interest payment. Information concerning securities not accruing interest as of July 31, 2014 is as follows:

Cost	$	21,871,987
Market Value	$	25,211,438
Market Value as % of Net Assets		0.41%

Investment in Oppenheimer Institutional Money Market Fund. The Fund is permitted to invest daily available cash balances in an affiliated money market fund. The Fund may invest the available cash in Class E shares of Oppenheimer Institutional Money Market Fund (“IMMF”) to seek current income while preserving liquidity. IMMF is a registered open-end management investment company, regulated as a money market fund under the Investment Company Act of 1940, as amended. The Manager is the investment adviser of IMMF, and the Sub-Adviser provides investment and related advisory services to IMMF. When applicable, the Fund’s investment in IMMF is included in the Statement of Investments. Shares of IMMF are valued at their net asset value per share. As a shareholder, the Fund is subject to its proportional share of IMMF’s Class E expenses, including its management fee. The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investment in IMMF.

Foreign Currency Translation. The Fund’s accounting records are maintained in U.S. dollars. The values of securities denominated in foreign currencies and amounts related to the purchase and sale of foreign securities and foreign investment income are translated into U.S. dollars as of the close of the New York Stock Exchange (the “Exchange”), normally 4:00 P.M.

16      OPPENHEIMER EQUITY INCOME FUND

NOTES TO

STATEMENT OF INVESTMENTS    Unaudited  /  Continued

Eastern time, on each day the Exchange is open for trading. Foreign exchange rates may be valued primarily using a reliable bank, dealer or service authorized by the Board of Trustees.

Securities Valuation

The Fund calculates the net asset value of its shares as of the close of the New York Stock Exchange (the “Exchange”), normally 4:00 P.M. Eastern time, on each day the Exchange is open for trading.

The Fund’s Board has adopted procedures for the valuation of the Fund’s securities and has delegated the day-to-day responsibility for valuation determinations under those procedures to the Manager. The Manager has established a Valuation Committee which is responsible for determining a “fair valuation” for any security for which market quotations are not “readily available.” The Valuation Committee’s fair valuation determinations are subject to review, approval and ratification by the Fund’s Board at its next regularly scheduled meeting covering the calendar quarter in which the fair valuation was determined.

Valuation Methods and Inputs

Securities are valued using unadjusted quoted market prices, when available, as supplied primarily by third party pricing services or dealers.

The following methodologies are used to determine the market value or the fair value of the types of securities described below:

Securities traded on a registered U.S. securities exchange (including exchange-traded derivatives other than futures and futures options) are valued based on the last sale price of the security reported on the principal exchange on which it is traded, prior to the time when the Fund’s assets are valued. In the absence of a sale, the security is valued at the last sale price on the prior trading day, if it is within the spread of the current day’s closing “bid” and “asked” prices, and if not, at the current day’s closing bid price. A security of a foreign issuer traded on a foreign exchange, but not listed on a registered U.S. securities exchange, is valued based on the last sale price on the principal exchange on which the security is traded, as identified by the third party pricing service used by the Manager, prior to the time when the Fund’s assets are valued. If the last sale price is unavailable, the security is valued at the most recent official closing price on the principal exchange on which it is traded. If the last sales price or official closing price for a foreign security is not available, the security is valued at the mean between the bid and asked price per the exchange or, if not available from the exchange, obtained from two dealers. If bid and asked prices are not available from either the exchange or two dealers, the security is valued by using one of the following methodologies (listed in order of priority): (1) using a bid from the exchange, (2) the mean between the bid and asked price as provided by a single dealer, or (3) a bid from a single dealer.

Shares of a registered investment company that are not traded on an exchange are valued at that investment company’s net asset value per share.

Corporate and government debt securities (of U.S. or foreign issuers) and municipal debt securities, event-linked bonds, loans, mortgage-backed securities, collateralized mortgage obligations, and asset-backed securities are valued at the mean between the “bid” and “asked” prices utilizing evaluated prices obtained from third party pricing services or broker-dealers who may use matrix pricing methods to determine the evaluated prices.

17      OPPENHEIMER EQUITY INCOME FUND

NOTES TO

STATEMENT OF INVESTMENTS    Unaudited  /  Continued

Securities Valuation (Continued)

Short-term money market type debt securities with a remaining maturity of sixty days or less are valued at cost adjusted by the amortization of discount or premium to maturity (amortized cost), which approximates market value. Short-term debt securities with a remaining maturity in excess of sixty days are valued at the mean between the “bid” and “asked” prices utilizing evaluated prices obtained from third party pricing services or broker-dealers.

Structured securities, swaps, swaptions, and other over-the-counter derivatives are valued utilizing evaluated prices obtained from third party pricing services or broker-dealers.

A description of the standard inputs that may generally be considered by the third party pricing vendors in determining their evaluated prices is provided below.

Security Type	Standard inputs generally considered by third-party pricing vendors
Corporate debt, government debt, municipal, mortgage-backed and asset-backed securities	Reported trade data, broker-dealer price quotations, benchmark yields, issuer spreads on comparable securities, the credit quality, yield, maturity, and other appropriate factors.
Loans	Information obtained from market participants regarding reported trade data and broker-dealer price quotations.
Event-linked bonds	Information obtained from market participants regarding reported trade data and broker-dealer price quotations.
Structured securities	Relevant market information such as the price of underlying financial instruments, stock market indices, foreign currencies, interest rate spreads, commodities, or the occurrence of other specific events.
Swaps	Relevant market information, including underlying reference assets such as credit spreads, credit event probabilities, index values, individual security values, forward interest rates, variable interest rates, volatility measures, and forward currency rates.

If a market value or price cannot be determined for a security using the methodologies described above, or if, in the “good faith” opinion of the Manager, the market value or price obtained does not constitute a “readily available market quotation,” or a significant event has occurred that would materially affect the value of the security the security is fair valued either (i) by a standardized fair valuation methodology applicable to the security type or the significant event as previously approved by the Valuation Committee and the Fund’s Board or (ii) as determined in good faith by the Manager’s Valuation Committee. The Valuation Committee considers all relevant facts that are reasonably available, through either public information or information available to the Manager, when determining the fair value of a security. Fair value determinations by the Manager are subject to review, approval and ratification by the Fund’s Board at its next regularly scheduled meeting covering the calendar quarter in which the fair valuation was determined. Those fair valuation standardized methodologies include, but are not limited to, valuing securities at the last sale price or initially at cost and subsequently adjusting the value based on: changes in company specific fundamentals, changes in an appropriate securities index, or changes in the value of similar securities which may be further adjusted for any discounts related to security-specific resale

18      OPPENHEIMER EQUITY INCOME FUND

NOTES TO

STATEMENT OF INVESTMENTS    Unaudited  /  Continued

Securities Valuation (Continued)

restrictions. When possible, such methodologies use observable market inputs such as unadjusted quoted prices of similar securities, observable interest rates, currency rates and yield curves. The methodologies used for valuing securities are not necessarily an indication of the risks associated with investing in those securities nor can it be assured that the Fund can obtain the fair value assigned to a security if it were to sell the security.

To assess the continuing appropriateness of security valuations, the Manager, or its third party service provider who is subject to oversight by the Manager, regularly compares prior day prices, prices on comparable securities, and sale prices to the current day prices and challenges those prices exceeding certain tolerance levels with the third party pricing service or broker source. For those securities valued by fair valuations, whether through a standardized fair valuation methodology or a fair valuation determination, the Valuation Committee reviews and affirms the reasonableness of the valuations based on such methodologies and fair valuation determinations on a regular basis after considering all relevant information that is reasonably available.

Classifications

Each investment asset or liability of the Fund is assigned a level at measurement date based on the significance and source of the inputs to its valuation. Various data inputs are used in determining the value of each of the Fund’s investments as of the reporting period end. These data inputs are categorized in the following hierarchy under applicable financial accounting standards:

1) Level 1-unadjusted quoted prices in active markets for identical assets or liabilities (including securities actively traded on a securities exchange)

2) Level 2-inputs other than unadjusted quoted prices that are observable for the asset or liability (such as unadjusted quoted prices for similar assets and market corroborated inputs such as interest rates, prepayment speeds, credit risks, etc.)

3) Level 3-significant unobservable inputs (including the Manager’s own judgments about assumptions that market participants would use in pricing the asset or liability).

The inputs used for valuing securities are not necessarily an indication of the risks associated with investing in those securities.

The table below categorizes amounts as of July 31, 2014 based on valuation input level:

	Level 1— Unadjusted           Quoted Prices		Level 2— Other Significant   Observable Inputs		Level 3— Significant         Unobservable Inputs		Value
Assets Table
Investments, at Value:
Common Stocks
Consumer Discretionary	$	863,308,685	$	—	$	—	$	863,308,685
Consumer Staples		241,654,410		—		—		241,654,410
Energy		698,735,419		—		—		698,735,419
Financials		1,536,930,395		—		—		1,536,930,395
Health Care		380,602,944		—		—		380,602,944
Industrials		182,536,250		—		—		182,536,250

19      OPPENHEIMER EQUITY INCOME FUND

NOTES TO

STATEMENT OF INVESTMENTS    Unaudited  /  Continued

Securities Valuation (Continued)
	Level 1— Unadjusted             Quoted Prices		Level 2— Other Significant   Observable Inputs		Level 3— Significant         Unobservable Inputs		Value
Information Technology	$	389,206,850	$	—	$	—	$	389,206,850
Materials		277,401,278		—		—		277,401,278
Telecommunication Services		354,756,760		—		—		354,756,760
Utilities		154,951,825		—		—		154,951,825
Preferred Stocks		103,957,290		75,622,069		—		179,579,359
Rights, Warrants and Certificates		3,945,600		—		—		3,945,600
Mortgage-Backed Obligations		—		4,330,776		—		4,330,776
U.S. Government Obligation		—		459,504		—		459,504
Non-Convertible Corporate Bonds and Notes		—		89,091,810		—		89,091,810
Convertible Corporate Bonds and Notes		—		488,379,466		—		488,379,466
Structured Securities		14,972,496		315,796,974		—		330,769,470
Exchange-Traded Options Purchased		1,971,150		—		—		1,971,150
Total Assets	$	5,204,931,352	$	973,680,599	$	—	$	6,178,611,951
Liabilities Table
Other Financial Instruments:
Options written, at value	$	(16,391,189)	$	—	$	—	$	(16,391,189)
Total Liabilities	$	(16,391,189)	$	—	$	—	$	(16,391,189)

Forward currency exchange contracts and futures contracts, if any, are reported at their unrealized appreciation/depreciation at measurement date, which represents the change in the contract’s value from trade date. All additional assets and liabilities included in the above table are reported at their market value at measurement date.

Risk Exposures and the Use of Derivative Instruments

The Fund’s investment objective not only permits the Fund to purchase investment securities, it also allows the Fund to enter into various types of derivatives contracts, including, but not limited to, futures contracts, forward currency exchange contracts, credit default swaps, interest rate swaps, total return swaps, variance swaps and purchased and written options. In doing so, the Fund will employ strategies in differing combinations to permit it to increase, decrease, or change the level or types of exposure to market risk factors. These instruments may allow the Fund to pursue its objectives more quickly and efficiently than if it were to make direct purchases or sales of securities capable of effecting a similar response to market factors. Such contracts may be entered into through a bilateral over-the-counter (“OTC”) transaction, or through a securities or futures exchange and cleared through a clearinghouse.

Market Risk Factors. In accordance with its investment objectives, the Fund may use derivatives to increase or decrease its exposure to one or more of the following market risk factors:

Commodity Risk. Commodity risk relates to the change in value of commodities or commodity indexes as they relate to increases or decreases in the commodities market.

20      OPPENHEIMER EQUITY INCOME FUND

NOTES TO

STATEMENT OF INVESTMENTS    Unaudited  /  Continued

Risk Exposures and the Use of Derivative Instruments (Continued)

Commodities are physical assets that have tangible properties. Examples of these types of assets are crude oil, heating oil, metals, livestock, and agricultural products.

Credit Risk. Credit risk relates to the ability of the issuer to meet interest and principal payments, or both, as they come due. In general, lower-grade, higher-yield bonds are subject to credit risk to a greater extent than lower-yield, higher-quality bonds.

Equity Risk. Equity risk relates to the change in value of equity securities as they relate to increases or decreases in the general market.

Foreign Exchange Rate Risk. Foreign exchange rate risk relates to the change in the U.S. dollar value of a security held that is denominated in a foreign currency. The U.S. dollar value of a foreign currency denominated security will decrease as the dollar appreciates against the currency, while the U.S. dollar value will increase as the dollar depreciates against the currency.

Interest Rate Risk. Interest rate risk refers to the fluctuations in value of fixed-income securities resulting from the inverse relationship between price and yield. For example, an increase in general interest rates will tend to reduce the market value of already issued fixed-income investments, and a decline in general interest rates will tend to increase their value. In addition, debt securities with longer maturities, which tend to have higher yields, are subject to potentially greater fluctuations in value from changes in interest rates than obligations with shorter maturities.

Volatility Risk. Volatility risk refers to the magnitude of the movement, but not the direction of the movement, in a financial instrument’s price over a defined time period. Large increases or decreases in a financial instrument’s price over a relative time period typically indicate greater volatility risk, while small increases or decreases in its price typically indicate lower volatility risk.

Derivatives may have little or no initial cash investment relative to their market value exposure and therefore can produce significant gains or losses in excess of their cost due to unanticipated changes in the market risk factors and the overall market. This use of embedded leverage allows the Fund to increase its market value exposure relative to its net assets and can substantially increase the volatility of the Fund’s performance. In instances where the Fund is using derivatives to decrease, or hedge, exposures to market risk factors for securities held by the Fund, there are also risks that those derivatives may not perform as expected resulting in losses for the combined or hedged positions. Some derivatives have the potential for unlimited loss, regardless of the size of the Fund’s initial investment.

Additional associated risks from investing in derivatives also exist and potentially could have significant effects on the valuation of the derivative and the Fund. Typically, the associated risks are not the risks that the Fund is attempting to increase or decrease exposure to, per its investment objectives, but are the additional risks from investing in derivatives. Examples of these associated risks are liquidity risk, which is the risk that the Fund will not be able to sell the derivative in the open market in a timely manner, and counterparty credit risk, which is the risk that the counterparty will not fulfill its obligation to the Fund.

The Fund’s actual exposures to these market risk factors and associated risks during the period are discussed in further detail, by derivative type, below.

21      OPPENHEIMER EQUITY INCOME FUND

NOTES TO

STATEMENT OF INVESTMENTS    Unaudited  /  Continued

Risk Exposures and the Use of Derivative Instruments (Continued)

Option Activity

The Fund may buy and sell put and call options, or write put and call options. When an option is written, the Fund receives a premium and becomes obligated to sell or purchase the underlying security, currency or other underlying financial instrument at a fixed price, upon exercise of the option.

Options can be traded through an exchange or through a privately negotiated arrangement with a dealer in an OTC transaction. Options traded through an exchange are generally cleared through a clearinghouse (such as The Options Clearing Corporation). The difference between the premium received or paid, and market value of the option, is recorded as unrealized appreciation or depreciation. The net change in unrealized appreciation or depreciation is reported in the Statement of Operations in the annual and semiannual reports. When an option is exercised, the cost of the security purchased or the proceeds of the security sale are adjusted by the amount of premium received or paid. Upon the expiration or closing of the option transaction, a gain or loss is reported in the Statement of Operations in the annual and semiannual reports.

The Fund has purchased call options on individual equity securities and/or equity indexes to increase exposure to equity risk. A purchased call option becomes more valuable as the price of the underlying financial instrument appreciates relative to the strike price.

The Fund has purchased put options on individual equity securities and/or equity indexes to decrease exposure to equity risk. A purchased put option becomes more valuable as the price of the underlying financial instrument depreciates relative to the strike price.

During the period ended July 31, 2014, the Fund had an ending monthly average market value of $1,599,525 and $530,647 on purchased call options and purchased put options, respectively.

Options written, if any, are reported in a schedule following the Statement of Investments and as a liability in the Statement of Assets and Liabilities in the annual and semiannual reports. Securities held in collateral accounts to cover potential obligations with respect to outstanding written options are noted in the Statement of Investments.

The risk in writing a call option is that the market price of the security increases and if the option is exercised, the Fund must either purchase the security at a higher price for delivery or, if the Fund owns the underlying security, give up the opportunity for profit. The risk in writing a put option is that the Fund may incur a loss if the market price of the security decreases and the option is exercised. The risk in buying an option is that the Fund pays a premium whether or not the option is exercised. The Fund also has the additional risk that there may be an illiquid market where the Fund is unable to close the contract.

The Fund has written put options on individual equity securities and/or equity indexes to increase exposure to equity risk. A written put option becomes more valuable as the price of the underlying financial instrument appreciates relative to the strike price.

The Fund has written call options on individual equity securities and/or equity indexes to decrease exposure to equity risk. A written call option becomes more valuable as the price of the underlying financial instrument depreciates relative to the strike price.

22      OPPENHEIMER EQUITY INCOME FUND

NOTES TO

STATEMENT OF INVESTMENTS    Unaudited  /  Continued

Risk Exposures and the Use of Derivative Instruments (Continued)

During the period ended July 31, 2014, the Fund had an ending monthly average market value of $4,442,148 and $14,153,641 on written call options and written put options, respectively.

Additional associated risks to the Fund include counterparty credit risk and liquidity risk.

Written option activity for the period ended July 31, 2014 was as follows:

	Call Options				Put Options
	Number of Contracts		Amount of Premiums		Number of Contracts		Amount of Premiums
Options outstanding as of October 31, 2013		58,952	$	8,369,646		169,269	$	18,120,089
Options written		551,998		44,739,937		681,603		79,684,482
Options closed or expired		(343,641)		(28,961,191)		(450,454)		(45,615,870)
Options exercised		(215,554)		(22,075,939)		(287,411)		(40,070,691)
Options outstanding as of July 31, 2014		51,755	$	2,072,453		113,007	$	12,118,010

Counterparty Credit Risk. Derivative positions are subject to the risk that the counterparty will not fulfill its obligation to the Fund. The Fund intends to enter into derivative transactions with counterparties that the Manager believes to be creditworthy at the time of the transaction.

For financial reporting purposes, the Fund does not offset derivative assets and derivative liabilities that are subject to netting arrangements in the Statement of Assets and Liabilities in the annual and semiannual reports. Bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against the right of offset in bankruptcy, insolvency or other events.

The Fund’s risk of loss from counterparty credit risk on exchange-traded derivatives cleared through a clearinghouse and for centrally cleared swaps is generally considered lower than as compared to OTC derivatives. However, counterparty credit risk exists with respect to initial and variation margin deposited/paid by the Fund that is held in futures commission merchant, broker and/or clearinghouse accounts for such exchange-traded derivatives and for centrally cleared swaps.

With respect to centrally cleared swaps, such transactions will be submitted for clearing, and if cleared, will be held in accounts at futures commission merchants or brokers that are members of clearinghouses. While brokers, futures commission merchants and clearinghouses are required to segregate customer margin from their own assets, in the event that a broker, futures commission merchant or clearinghouse becomes insolvent or goes into bankruptcy and at that time there is a shortfall in the aggregate amount of margin held by the broker, futures commission merchant or clearinghouse for all its customers, U.S. bankruptcy laws will typically allocate that shortfall on a pro-rata basis across all the broker’s, futures commission merchant’s or clearinghouse’s customers, potentially resulting in losses to the Fund.

There is the risk that a broker, futures commission merchant or clearinghouse will decline to clear a transaction on the Fund’s behalf, and the Fund may be required to pay a termination fee to the executing broker with whom the Fund initially enters into the transaction. Clearinghouses may also be permitted to terminate centrally cleared swaps at any

23      OPPENHEIMER EQUITY INCOME FUND

NOTES TO

STATEMENT OF INVESTMENTS    Unaudited  /  Continued

Risk Exposures and the Use of Derivative Instruments (Continued)

time. The Fund is also subject to the risk that the broker or futures commission merchant will improperly use the Fund’s assets deposited/paid as initial or variation margin to satisfy payment obligations of another customer. In the event of a default by another customer of the broker or futures commission merchant, the Fund might not receive its variation margin payments from the clearinghouse, due to the manner in which variation margin payments are aggregated for all customers of the broker/futures commission merchant.

Collateral and margin requirements differ by type of derivative. Margin requirements are established by the broker, futures commission merchant or clearinghouse for exchange-traded and cleared derivatives, including centrally cleared swaps. Brokers, futures commission merchants and clearinghouses can ask for margin in excess of the regulatory minimum, or increase the margin amount, in certain circumstances.

For financial reporting purposes, cash collateral that has been pledged to cover obligations of the Fund, if any, is reported separately on the Statement of Assets and Liabilities in the annual and semiannual reports as cash pledged as collateral. Non-cash collateral pledged by the Fund, if any, is noted in the Statement of Investments. Generally, the amount of collateral due from or to a party must exceed a minimum transfer amount threshold (e.g. $250,000) before a transfer has to be made. To the extent amounts due to the Fund from its counterparties are not fully collateralized, contractually or otherwise, the Fund bears the risk of loss from counterparty nonperformance.

Restricted Securities

As of July 31, 2014, investments in securities included issues that are restricted. A restricted security may have a contractual restriction on its resale and is valued under methods approved by the Board of Trustees as reflecting fair value. Securities that are restricted are marked with an applicable footnote on the Statement of Investments. Restricted securities are reported on a schedule following the Statement of Investments.

Federal Taxes

The approximate aggregate cost of securities and other investments and the composition of unrealized appreciation and depreciation of securities and other investments for federal income tax purposes as of July 31, 2014 are noted below. The primary difference between book and tax appreciation or depreciation of securities and other investments, if applicable, is attributable to the tax deferral of losses.

Federal tax cost of securities	$	5,116,792,062
Federal tax cost of other investments		(14,190,463)
Total federal tax cost	$	5,102,601,599
Gross unrealized appreciation	$	1,185,458,481
Gross unrealized depreciation		(125,839,318)
Net unrealized appreciation	$	1,059,619,163

24      OPPENHEIMER EQUITY INCOME FUND

Item 2. Controls and Procedures.

(a) Based on their evaluation of the registrant’s disclosure controls and procedures (as defined in rule 30a-3(c) under the Investment Company Act of 1940 (17 CFR 270.30a-3(c)) as of 7/31/2014, the registrant’s principal executive officer and principal financial officer found the registrant’s disclosure controls and procedures to provide reasonable assurances that information required to be disclosed by the registrant in the reports that it files under the Securities Exchange Act of 1934 (a) is accumulated and communicated to the registrant’s management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure, and (b) is recorded, processed, summarized and reported, within the time periods specified in the rules and forms adopted by the U.S. Securities and Exchange Commission.

(b) There have been no significant changes in the registrant’s internal controls over financial reporting that occurred during the registrant’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 3. Exhibits.

Exhibits attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Oppenheimer Equity Income Fund

By:	/s/ William F. Glavin, Jr.
	William F. Glavin, Jr.
	Principal Executive Officer
Date: 9/10/2014

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/ William F. Glavin, Jr.
	William F. Glavin, Jr.
	Principal Executive Officer
Date: 9/10/2014

By:	/s/ Brian W. Wixted
	Brian W. Wixted
	Principal Financial Officer
Date: 9/10/2014