Quarterly Schedule of Portfolio Holdings of Registered Management Investment Company (n-q)

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: 1/31/2014

Item 1. Schedule of Investments.

STATEMENT OF INVESTMENTS January 31, 2014 / Unaudited


	Shares		Value

Common Stocks—81.0%

Consumer Discretionary—12.8%

Auto Components—2.0%

American Axle & Manufacturing Holdings, Inc. ^1,2		1,180,000	$	21,971,600

Lear Corp.		1,250,000		90,412,500

				112,384,100


Automobiles—4.2%

Ford Motor Co.		7,514,200		112,412,432

General Motors Co. ^1,2		3,346,893		120,755,899

				233,168,331


Hotels, Restaurants & Leisure—0.2%

McDonald’s Corp. ²		98,250		9,252,203


Household Durables—0.9%

MDC Holdings, Inc. ¹		1,390,000		42,937,100

Standard Pacific Corp. ¹		920,100		8,096,880

				51,033,980


Media—1.3%

Cablevision Systems Corp., Cl. A ²		1,025,000		16,441,000

Comcast Corp., Special, Cl. A ²		1,025,000		53,658,750

				70,099,750


Multiline Retail—2.3%

J.C. Penney Co., Inc. ^1,2		1,734,400		10,267,648

Kohl’s Corp. ²		1,005,000		50,883,150

Target Corp.		1,100,000		62,304,000

				123,454,798


Specialty Retail—1.9%

Best Buy Co., Inc.		2,296,349		54,056,055

Foot Locker, Inc.		1,359,700		52,484,420

				106,540,475


Consumer Staples—3.9%

Beverages—0.5%

Molson Coors Brewing Co., Cl. B, Non-Vtg. ²		262,500		13,818,000

PepsiCo, Inc.		205,000		16,473,800

				30,291,800


Food & Staples Retailing—1.6%

CVS Caremark Corp.		182,000		12,325,040

Kroger Co. (The)		1,000,000		36,100,000

Walgreen Co. ²		730,000		41,865,500

				90,290,540


Food Products—1.2%

Archer-Daniels-Midland Co.		675,000		26,649,000

ConAgra Foods, Inc.		130,000		4,132,700


1		OPPENHEIMER EQUITY INCOME FUND

STATEMENT OF INVESTMENTS Unaudited / Continued


	Shares		Value

Food Products (Continued)

General Mills, Inc. ²		235,975	$	11,331,520

Pinnacle Foods, Inc.		830,000		22,410,000

				64,523,220


Household Products—0.1%

Procter & Gamble Co. (The) ²		67,500		5,171,850


Tobacco—0.5%

Philip Morris International, Inc. ²		322,500		25,200,150


Energy—10.6%

Energy Equipment & Services—1.8%

Baker Hughes, Inc. ²		287,500		16,284,000

Ensco plc, Cl. A		910,000		45,836,700

Halliburton Co. ²		765,000		37,492,650

				99,613,350


Oil, Gas & Consumable Fuels—8.8%

Apache Corp. ²		690,000		55,379,400

BP plc, Sponsored ADR		1,832,500		85,925,925

Chevron Corp. ²		1,235,000		137,863,050

CONSOL Energy, Inc.		150,000		5,602,500

Exxon Mobil Corp. ²		232,500		21,427,200

Kinder Morgan, Inc.		2,725,000		92,677,250

Royal Dutch Shell plc, Cl. A, ADR		735,000		50,788,500

Williams Cos., Inc. (The)		800,000		32,392,000

				482,055,825


Financials—24.4%

Capital Markets—2.9%

Credit Suisse Group AG, ADR ¹		880,000		26,532,000

Goldman Sachs Group, Inc. (The)		427,500		70,161,300

Morgan Stanley		2,125,000		62,708,750

				159,402,050


Commercial Banks—6.0%

CIT Group, Inc. ²		737,500		34,330,625

JPMorgan Chase & Co. ²		3,490,000		193,206,400

M&T Bank Corp.		49,500		5,519,745

Wells Fargo & Co. ²		2,100,000		95,214,000

				328,270,770


Diversified Financial Services—4.8%

Bank of America Corp. ²		825,000		13,818,750

Citigroup, Inc. ²		4,320,000		204,897,600

KKR Financial Holdings LLC		3,775,000		45,677,500

				264,393,850


Insurance—6.1%

ACE Ltd.		205,000		19,231,050


2		OPPENHEIMER EQUITY INCOME FUND

STATEMENT OF INVESTMENTS Unaudited / Continued


	Shares		Value

Insurance (Continued)

Assured Guaranty Ltd.		4,642,500	$	98,188,875

Everest Re Group Ltd. ²		342,500		49,580,300

MetLife, Inc.		2,575,000		126,303,750

XL Group plc		1,412,500		40,595,250

				333,899,225


Real Estate Investment Trusts (REITs)—4.4%

Apollo Commercial Real Estate Finance, Inc. ²		1,800,000		30,276,000

Ashford Hospitality Prime, Inc.		384,620		6,346,230

Ashford Hospitality Trust, Inc.		2,000,000		18,800,000

Colony Financial, Inc.		2,180,000		48,396,000

CYS Investments, Inc.		3,370,000		26,690,400

Digital Realty Trust, Inc.		445,000		22,690,550

Rayonier, Inc.		510,000		22,572,600

Starwood Property Trust, Inc.		1,725,000		52,095,000

Two Harbors Investment Corp.		1,602,500		15,752,575

				243,619,355


Real Estate Management & Development—0.0%

American Homes 4 Rent, Cl. A ³		200,000		3,336,000


Thrifts & Mortgage Finance—0.2%

MGIC Investment Corp. ¹		1,150,000		9,763,500


Health Care—6.8%

Health Care Equipment & Supplies—0.6%

Baxter International, Inc.		200,000		13,660,000

Medtronic, Inc. ²		407,500		23,048,200

				36,708,200


Health Care Providers & Services—0.7%

UnitedHealth Group, Inc. ²		520,000		37,585,600


Pharmaceuticals—5.5%

AbbVie, Inc.		44,000		2,166,120

GlaxoSmithKline plc, Sponsored ADR		645,000		33,243,300

Johnson & Johnson		4,500		398,115

Merck & Co., Inc. ²		2,075,000		109,912,750

Pfizer, Inc.		3,235,000		98,344,000

Roche Holding AG, Sponsored ADR		19,500		1,337,700

Teva Pharmaceutical Industries Ltd., Sponsored ADR ²		1,250,000		55,787,500

				301,189,485


Industrials—3.3%

Aerospace & Defense—1.4%

General Dynamics Corp. ²		600,000		60,786,000

Textron, Inc. ²		490,000		17,395,000

				78,181,000

OPPENHEIMER EQUITY INCOME FUND

STATEMENT OF INVESTMENTS Unaudited / Continued


	Shares		Value

Commercial Services & Supplies—0.7%

R.R. Donnelley & Sons Co.		1,997,600	$	36,895,672


Industrial Conglomerates—0.3%

General Electric Co. ²		732,500		18,407,725


Machinery—0.3%

Deere & Co.		11,250		967,050

Navistar International Corp. ¹		410,000		12,636,200

				13,603,250


Marine—0.4%

Costamare, Inc.		1,000,000		19,640,000

Diana Containerships, Inc.		1,205,000		4,892,300

				24,532,300


Road & Rail—0.2%

CSX Corp. ²		372,500		10,023,975


Information Technology—6.7%

Communications Equipment—1.5%

Cisco Systems, Inc.		1,225,000		26,839,750

QUALCOMM, Inc. ²		770,000		57,149,400

				83,989,150


Computers & Peripherals—2.9%

Apple, Inc. ²		302,995		151,679,297

EMC Corp.		320,000		7,756,800

Seagate Technology plc		36,500		1,929,390

				161,365,487


Electronic Equipment, Instruments, & Components—0.2%

Corning, Inc. ²		675,000		11,616,750


Semiconductors & Semiconductor Equipment—0.1%

Intel Corp. ²		175,000		4,294,500


Software—2.0%

Microsoft Corp. ²		2,900,000		109,765,000


Materials—4.7%

Chemicals—1.5%

Celanese Corp., Series A		130,000		6,583,200

LyondellBasell Industries NV, Cl. A ²		315,000		24,809,400

Mosaic Co. (The)		185,600		8,288,896

Potash Corp. of Saskatchewan, Inc.		1,382,500		43,299,900

				82,981,396


Metals & Mining—1.1%

Allegheny Technologies, Inc. ²		1,034,500		32,524,680

OPPENHEIMER EQUITY INCOME FUND

STATEMENT OF INVESTMENTS Unaudited / Continued


	Shares		Value

Metals & Mining (Continued)

Freeport-McMoRan Copper & Gold, Inc.		950,000	$	30,789,500

				63,314,180


Paper & Forest Products—2.1%

Domtar Corp. ²		442,500		47,528,925

International Paper Co.		1,375,000		65,642,500

				113,171,425


Telecommunication Services—5.1%

Diversified Telecommunication Services—5.1%

AT&T, Inc. ²		1,650,000		54,978,000

CenturyLink, Inc. ²		2,885,000		83,261,100

Consolidated Communications Holdings, Inc. ²		1,025,000		20,069,500

Frontier Communications Corp.		15,425,000		72,497,500

Verizon Communications, Inc. ²		205,000		9,844,100

Windstream Holdings, Inc.		5,275,000		39,457,000

				280,107,200


Utilities—2.7%

Electric Utilities—2.4%

American Electric Power Co., Inc.		662,500		32,336,625

Edison International		742,500		35,758,800

Exelon Corp.		525,000		15,225,000

FirstEnergy Corp.		850,000		26,766,500

PPL Corp.		595,000		18,189,150

Southern Co. ²		142,500		5,876,700

				134,152,775


Energy Traders—0.3%

NRG Energy, Inc.		505,000		14,064,250

Total Common Stocks (Cost $3,754,793,532)				4,461,714,442


Preferred Stocks—2.2%

American Homes 4 Rent, 5% Cum., Series A, Non-Vtg.		512,500		12,546,000

American Homes 4 Rent, 5% Cum., Series B, Non-Vtg. ¹		661,700		16,334,726

Beazer Homes USA, Inc., 7.50% Cv.		779,250		26,954,257

Continental Airlines Finance Trust II, 6% Cv., Non-Vtg.		395,950		20,181,096

iStar Financial, Inc., 4.50% Cv., Non-Vtg.		281,825		18,707,544

MetLife, Inc., 5% Cv., Non-Vtg.		462,500		13,481,875

PPL Corp. 8.75% Cv., Non-Vtg.		265,000		13,650,150

Total Preferred Stocks (Cost $108,471,291)				121,855,648

	Units

Rights, Warrants and Certificates—0.1%
Kinder Morgan, Inc. Wts., Strike Price $40, Exp. 2/15/17 ¹
(Cost $2,577,600)		1,440,000		4,248,000

	Principal Amount

Mortgage-Backed Obligations—0.1%

Banc of America Funding Trust, Series 2007-C, Cl. 1A4, 5.431%, 5/20/36 ⁴	$	132,687		129,042

OPPENHEIMER EQUITY INCOME FUND

STATEMENT OF INVESTMENTS Unaudited / Continued


	Principal Amount		Value
Mortgage-Backed Obligations (Continued)

Banc of America Mortgage Trust, Series 2004-E, Cl. 2A6, 2.834%, 6/25/34 ⁴	$	206,732	$	207,834

Countrywide Alternative Loan Trust, Series 2005-29CB, Cl. A4, 5%, 7/25/35		1,193,580		1,055,398

Countrywide Home Loans:
Series 2005-29, Cl. A1, 5.75%, 12/25/35		114,168		106,791
Series 2006-6, Cl. A3, 6.00%, 4/25/36		192,235		182,136

Deutsche Alt-B Securities, Inc. Mortgage Loan Trust, Series 2006-AB4, Cl. A1A, 6.005%, 10/25/36 ⁴		351,877		274,317

Federal Home Loan Mortgage Corp. Gold Pool:
8.00%, 4/1/16		4,354		4,523
9.00%, 8/1/22-5/1/25		2,748		3,056

Federal Home Loan Mortgage Corp., Interest-Only Stripped Mtg.-Backed Security:
Series 183, Cl. IO, 16.27%, 4/1/27 ⁵		126,264		29,560
Series 192, Cl. IO, 12.10%, 2/1/28 ⁵		36,525		6,339
Series 243, Cl. 6, 0.00%, 12/15/32 ^5,6		144,860		21,653

Federal Home Loan Mortgage Corp., Principal-Only Stripped Mtg.-Backed Security, Series 176, Cl. PO, 3.71%, 6/1/26 ⁷		38,009		34,871

Federal Home Loan Mortgage Corp., Real Estate Mtg. Investment Conduit Multiclass Pass-Through Certificates, Series 151, Cl. F, 9%, 5/15/21		8,134		9,057

Federal Home Loan Mortgage Corp., Real Estate Mtg. Investment Conduit Multiclass Pass-Through Certificates, Interest-Only Stripped Mtg.-Backed Security:
Series 2130, Cl. SC, 53.62%, 3/15/29 ⁵		126,493		25,939
Series 2639, Cl. SA, 0.00%, 7/15/22 ^5,6		58,311		1,430
Series 2796, Cl. SD, 53.75%, 7/15/26 ⁵		177,496		31,476
Series 2802, Cl. AS, 0.00%, 4/15/33 ^5,6		15,922		191

Federal National Mortgage Assn. Pool:
7.50%, 1/1/33		138,299		162,544
8.50%, 7/1/32		6,637		7,726

Federal National Mortgage Assn., Interest-Only Stripped Mtg.-Backed Security:
Series 214, Cl. 2, 41.61%, 3/1/23 ⁵		221,651		51,730
Series 222, Cl. 2, 24.98%, 6/1/23 ⁵		286,214		63,600
Series 247, Cl. 2, 43.87%, 10/1/23 ⁵		76,685		14,710
Series 252, Cl. 2, 41.41%, 11/1/23 ⁵		257,048		62,076
Series 319, Cl. 2, 5.79%, 2/1/32 ⁵		67,069		12,525
Series 320, Cl. 2, 9.93%, 4/1/32 ⁵		385,274		95,116
Series 331, Cl. 9, 0.00%, 2/1/33 ^5,6		30,859		7,759
Series 334, Cl. 17, 6.26%, 2/1/33 ⁵		151,381		33,888
Series 339, Cl. 12, 0.00%, 6/25/33 ^5,6		288,129		57,526
Series 343, Cl. 13, 0.00%, 9/1/33 ^5,8		271,353		48,709
Series 343, Cl. 18, 0.00%, 5/1/34 ^5,6		40,988		7,645
Series 345, Cl. 9, 0.00%, 1/1/34 ^5,6		218,573		40,588
Series 351, Cl. 10, 0.00%, 4/1/34 ^5,6		66,896		11,866
Series 351, Cl. 8, 0.00%, 4/1/34 ^5,6		141,179		24,846
Series 356, Cl. 10, 0.00%, 6/1/35 ^5,6		104,856		18,239
Series 356, Cl. 12, 0.00%, 2/1/35 ^5,6		51,402		9,013
Series 362, Cl. 13, 0.00%, 8/1/35 ^5,6		620,142		109,363
Series 364, Cl. 16, 0.00%, 9/1/35 ^5,6		231,356		38,013

Federal National Mortgage Assn., Real Estate Mtg. Investment Conduit Multiclass Pass-Through Certificates, Interest-Only Stripped Mtg.-Backed Security:
Series 2001-63, Cl. SD, 33.22%, 12/18/31 ⁵		3,876		794
Series 2001-65, Cl. S, 26.05%, 11/25/31 ⁵		249,512		49,753
Series 2001-68, Cl. SC, 30.16%, 11/25/31 ⁵		2,422		475

OPPENHEIMER EQUITY INCOME FUND

STATEMENT OF INVESTMENTS Unaudited / Continued


	Principal Amount		Value
Mortgage-Backed Obligations (Continued)

Federal National Mortgage Assn., Real Estate Mtg. Investment Conduit Multiclass Pass-Through Certificates, Interest-Only Stripped Mtg.-Backed Security: (Continued)
Series 2001-81, Cl. S, 26.35%, 1/25/32 ⁵	$	63,756	$	12,500
Series 2002-47, Cl. NS, 33.19%, 4/25/32 ⁵		153,647		30,995
Series 2002-51, Cl. S, 33.39%, 8/25/32 ⁵		141,082		28,457
Series 2002-52, Cl. SD, 35.11%, 9/25/32 ⁵		197,080		39,335
Series 2002-7, Cl. SK, 25.18%, 1/25/32 ⁵		4,323		790
Series 2002-77, Cl. BS, 26.35%, 12/18/32 ⁵		8,349		1,712
Series 2002-77, Cl. SH, 38.37%, 12/18/32 ⁵		98,499		19,807
Series 2002-9, Cl. MS, 28.30%, 3/25/32 ⁵		93,565		20,465
Series 2002-90, Cl. SN, 28.94%, 8/25/32 ⁵		6,868		1,170
Series 2002-90, Cl. SY, 35.23%, 9/25/32 ⁵		3,744		634
Series 2003-4, Cl. S, 29.62%, 2/25/33 ⁵		153,558		30,295
Series 2003-46, Cl. IH, 0.00%, 6/25/23 ^5,6		940,104		125,488
Series 2004-54, Cl. DS, 39.97%, 11/25/30 ⁵		171,459		35,336
Series 2005-14, Cl. SE, 39.48%, 3/25/35 ⁵		217,300		38,769
Series 2005-93, Cl. SI, 15.80%, 10/25/35 ⁵		130,637		19,966

Federal National Mortgage Assn., Real Estate Mtg. Investment Conduit Multiclass Pass-Through Certificates, Principal-Only Stripped Mtg.-Backed Security, Series 1993-184, Cl. M, 4.28%, 9/25/23 ⁷		111,374		102,242

First Horizon Alternative Mortgage Securities Trust, Series 2007-FA2, Cl. 1A1, 5.50%, 4/1/37		367,882		291,448

Government National Mortgage Assn. I Pool:
7.00%, 1/15/24-4/15/26		50,195		54,817
7.50%, 5/15/27		231,221		263,754
8.00%, 5/15/17		4,460		4,691
8.50%, 8/15/17-12/15/17		3,373		3,650

Government National Mortgage Assn. II Pool, 1.625%, 3/20/26 ⁴		8,826		9,203

Government National Mortgage Assn., Interest-Only Stripped Mtg.-Backed Security, Series 2002-15, Cl. SM, 60.16%, 2/16/32 ⁵		225,953		43,945

JP Morgan Mortgage Trust:
Series 2007-A3, Cl. 3A2M, 4.661%, 5/1/37 ⁴		70,906		69,106
Series 2007-S3, Cl. 1A90, 7.00%, 8/25/37		527,483		488,471

MASTR Adjustable Rate Mortgages Trust, Series 2004-13, Cl. 2A2, 2.652%, 4/21/34 ⁴		226,709		237,123

RALI Trust:
Series 2003-QS1, Cl. A2, 5.75%, 1/25/33		73,307		74,807
Series 2006-QS13, Cl. 1A8, 6.00%, 9/1/36		33,622		26,318

Residential Asset Securitization Trust, Series 2005-A15, Cl. 1A4, 5.75%, 2/1/36		83,748		77,905

WaMu Mortgage Pass-Through Certificates Trust, Series 2005-AR14, Cl. 1A4, 2.381%, 12/25/35 ⁴		297,945		279,447

Wells Fargo Mortgage-Backed Securities Trust:
Series 2005-9, Cl. 2A6, 5.25%, 10/25/35		357,459		378,436
Series 2006-AR14, Cl. 1A2, 5.581%, 10/1/36 ⁴		286,560		278,239
Series 2007-AR8, Cl. A1, 5.913%, 11/25/37 ⁴		274,823		251,296

Total Mortgage-Backed Obligations (Cost $6,382,887)				6,392,734


U.S. Government Obligation—0.0%

Federal Home Loan Mortgage Corp. Nts., 5.25%, 4/18/16 (Cost $443,732)		425,000		469,650

OPPENHEIMER EQUITY INCOME FUND

STATEMENT OF INVESTMENTS Unaudited / Continued


	Principal Amount		Value

Non-Convertible Corporate Bonds and Notes—2.1%

Agrium, Inc., 6.125% Sr. Unsec. Unsub. Nts., 1/15/41	$	240,000	$	268,901

Airgas, Inc., 3.25% Sr. Unsec. Nts., 10/1/15		481,000		500,288

Altria Group, Inc., 10.20% Sr. Unsec. Nts., 2/6/39		415,000		674,901

American Tower Corp., 7% Sr. Unsec. Nts., 10/15/17		370,000		435,198

Anadarko Petroleum Corp., 6.20% Sr. Unsec. Nts., 3/15/40		343,000		395,359

Arrow Electronics, Inc., 3.375% Sr. Unsec. Nts., 11/1/15		990,000		1,027,344

Bank of America Corp., 5.875% Sr. Unsec. Nts., 1/5/21		210,000		242,427

Blackstone Holdings Finance Co. LLC, 6.625% Sr. Unsec. Nts., 8/15/19 ³		940,000		1,117,285

BNP Paribas SA, 5.186% Jr. Sub. Perpetual Bonds ^3,4,9		170,000		175,525

British Telecommunications plc, 9.625% Sr. Unsec. Nts., 12/15/30		325,000		494,271

Bunge Ltd. Finance Corp.:
5.35% Sr. Unsec. Unsub. Nts., 4/15/14		63,000		63,552
8.50% Sr. Unsec. Nts., 6/15/19		365,000		456,180

Burlington Northern Santa Fe LLC, 5.75% Sr. Unsec. Nts., 5/1/40		143,000		164,503

Capital One Financial Corp., 4.75% Sr. Unsec. Nts., 7/15/21		262,000		285,006

CBS Corp., 7.875% Sr. Unsec. Nts., 7/30/30		296,000		382,487

Celgene Corp., 5.70% Sr. Unsec. Nts., 10/15/40		344,000		384,611

CenturyLink, Inc., 7.60% Sr. Unsec. Nts., 9/15/39		193,000		173,217

Citigroup, Inc., 6.125% Sr. Unsec. Nts., 11/21/17		968,000		1,116,833

Cloud Peak Energy Resources LLC/Cloud Peak Energy Finance Corp., 8.25% Sr. Unsec. Nts., 12/15/17		495,000		517,894

CNA Financial Corp.:
5.75% Sr. Unsec. Unsub. Nts., 8/15/21		462,000		530,449
5.875% Sr. Unsec. Unsub. Nts., 8/15/20		540,000		626,665

Comcast Cable Communications Holdings, Inc., 9.455% Sr. Unsec. Nts., 11/15/22		317,000		445,513

CSX Corp., 5.50% Sr. Unsec. Nts., 4/15/41		148,000		164,552

DIRECTV Holdings LLC/DIRECTV Financing Co., Inc., 6.375% Sr. Unsec. Nts., 3/1/41		431,000		463,269

El Paso Pipeline Partners Operating Co. LLC, 6.50% Sr. Unsec. Nts., 4/1/20		782,000		909,059

Energizer Holdings, Inc., 4.70% Sr. Unsec. Nts., 5/19/21		552,000		577,100

Ensco plc, 4.70% Sr. Unsec. Nts., 3/15/21		461,000		497,519

Family Dollar Stores, Inc., 5% Sr. Unsec. Nts., 2/1/21		301,000		315,928

FirstEnergy Solutions Corp., 6.80% Sr. Unsec. Nts., 8/15/39		317,000		337,749

Frontier Communications Corp., 8.25% Sr. Unsec. Nts., 4/15/17		465,000		539,981

General Electric Capital Corp., 6.375% Unsec. Sub. Nts., 11/15/67 ⁴		1,005,000		1,094,194

Glen Meadow Pass-Through Trust, 6.505% Jr. Sub. Nts., 2/12/67 ^4,10		631,000		631,000

Glencore Canada Corp.:
5.375% Sr. Unsec. Unsub. Nts., 6/1/15		170,000		179,278
6.00% Sr. Unsec. Unsub. Nts., 10/15/15		411,000		443,648

Goldman Sachs Capital I, 6.345% Sub. Nts., 2/15/34		523,000		536,966

Goldman Sachs Group, Inc. (The), 5.25% Sr. Unsec. Nts., 7/27/21		169,000		185,807

Harris Corp., 6.15% Sr. Unsec. Nts., 12/15/40		168,000		189,318

HSBC Finance Capital Trust IX, 5.911% Unsec. Sub. Nts., 11/30/35 ⁴		1,330,000		1,379,875

Huntington Bancshares, Inc., 7% Sub. Nts., 12/15/20		493,000		595,180

International Lease Finance Corp., 5.75% Sr. Unsec. Nts., 5/15/16		539,000		578,751

Interpublic Group of Cos., Inc. (The), 6.25% Sr. Unsec. Nts., 11/15/14		200,000		207,750

J.C. Penney Co., Inc., 5.65% Sr. Unsec. Nts., 6/1/20		9,375,000		6,750,000

JPMorgan Chase & Co., 7.90% Jr. Sub. Perpetual Bonds, Series 1 ^4,9		900,000		996,483

Juniper Networks, Inc., 5.95% Sr. Unsec. Nts., 3/15/41		219,000		218,055

OPPENHEIMER EQUITY INCOME FUND

STATEMENT OF INVESTMENTS Unaudited / Continued


	Principal Amount		Value
Non-Convertible Corporate Bonds and Notes (Continued)

Kinross Gold Corp., 3.625% Sr. Unsec. Nts., 9/1/16	$	419,000	$	423,290

KLA-Tencor Corp., 6.90% Sr. Unsec. Nts., 5/1/18		373,000		441,957

Liberty Mutual Group, Inc., 5% Sr. Unsec. Nts., 6/1/21 ³		808,000		869,191

Lincoln National Corp., 6.05% Jr. Unsec. Sub. Nts., 4/20/67 ⁴		1,102,000		1,090,980

Lloyds TSB Bank plc, 6.50% Unsec. Sub. Nts., 9/14/20 ³		598,000		686,024

Lorillard Tobacco Co., 7% Sr. Unsec. Nts., 8/4/41		354,000		403,389

Macquarie Bank Ltd., 6.625% Unsec. Sub. Nts., 4/7/21 ³		735,000		830,831

Marriott International, Inc., 6.20% Sr. Unsec. Nts., 6/15/16		580,000		644,285

MBIA Insurance Corp.:
11.499% Sub. Nts., 1/15/33 ^3,11		34,080,000		25,986,000
11.499% Sub. Nts., 1/15/33 ¹¹		100,000		76,250

McKesson Corp., 6% Sr. Unsec. Unsub. Nts., 3/1/41		288,000		336,080

Merrill Lynch & Co., Inc., 7.75% Jr. Sub. Nts., 5/14/38		369,000		479,953

MGIC Investment Corp., 5.375% Sr. Unsec. Nts., 11/1/15		20,930,000		21,767,200

Morgan Stanley:
5.50% Sr. Unsec. Nts., 7/24/20		218,000		246,046
5.55% Sr. Unsec. Nts., 4/27/17		1,275,000		1,429,819

Mylan, Inc., 6% Sr. Unsec. Nts., 11/15/18 ³		565,000		601,202

Nabors Industries, Inc., 6.15% Sr. Unsec. Nts., 2/15/18		680,000		773,227

Nexen Energy ULC, 6.40% Sr. Unsec. Unsub. Nts., 5/15/37		573,000		671,012

NII Capital Corp., 7.625% Sr. Unsec. Nts., 4/1/21		25,217,500		10,843,525

Nomura Holdings, Inc., 4.125% Sr. Unsec. Nts., 1/19/16		520,000		549,242

Oncor Electric Delivery Co. LLC, 7% Sr. Sec. Nts., 9/1/22		470,000		575,113

Potash Corp. of Saskatchewan, Inc., 5.625% Sr. Unsec. Nts., 12/1/40		323,000		357,628

PPL WEM Holdings plc, 5.375% Sr. Unsec. Unsub. Nts., 5/1/21 ³		763,000		839,681

Quest Diagnostics, Inc., 5.75% Sr. Unsec. Nts., 1/30/40		345,000		355,309

Range Resources Corp., 8% Sr. Sub. Nts., 5/15/19		503,000		532,551

Ras Laffan Liquefied Natural Gas Co. Ltd. III, 5.50% Sr. Sec. Nts., 9/30/14 ³		305,000		314,150

Rent-A-Center, Inc., 6.625% Sr. Unsec. Nts., 11/15/20		569,000		580,380

Rockies Express Pipeline LLC, 3.90% Sr. Unsec. Unsub. Nts., 4/15/15 ¹⁰		930,000		931,162

Rowan Cos, Inc., 5% Sr. Unsec. Nts., 9/1/17		579,000		633,881

Service Corp. International, 6.75% Sr. Unsec. Nts., 4/1/15		530,000		562,462

SLM Corp., 6.25% Sr. Unsec. Nts., 1/25/16		739,000		797,196

Standard Chartered plc, 6.409% Jr. Sub. Perpetual Bonds ^3,4,9		400,000		426,250

Swiss Re Capital I LP, 6.854% Jr. Sub. Perpetual Bonds ^3,4,9		1,077,000		1,157,775

Symantec Corp., 4.20% Sr. Unsec. Nts., 9/15/20		625,000		658,271

Texas-New Mexico Power Co., 6.95% Sec. Nts., 4/1/43 ³		540,000		722,888

Time Warner Entertainment Co. LP, 8.375% Sr. Unsec. Nts., 7/15/33		279,000		323,937

TreeHouse Foods, Inc., 7.75% Sr. Unsec. Nts., 3/1/18		550,000		573,512

UBS Preferred Funding Trust V, 6.243% Jr. Sub. Perpetual Bonds, Series 1 ^4,9		243,000		258,795

Vale Canada Ltd., 5.70% Sr. Unsec. Nts., 10/15/15		31,000		33,199

Verizon Communications, Inc., 6.40% Sr. Unsec. Nts., 2/15/38		318,000		369,915

Virgin Media Secured Finance plc:
5.25% Sr. Sec. Nts., 1/15/21		307,000		312,448
6.50% Sr. Sec. Nts., 1/15/18		658,000		682,675

Wal-Mart Stores, Inc., 5.625% Sr. Unsec. Nts., 4/15/41		338,000		397,175

Weatherford International Ltd. (Bermuda), 5.125% Sr. Unsec. Unsub. Nts., 9/15/20		576,000		625,598

Wells Fargo & Co., 7.98% Jr. Sub. Perpetual Bonds, Series K ^4,9		382,000		432,615

Willis Group Holdings plc, 4.125% Sr. Unsec. Unsub. Nts., 3/15/16		563,000		593,272

OPPENHEIMER EQUITY INCOME FUND

STATEMENT OF INVESTMENTS Unaudited / Continued


	Principal Amount		Value

Non-Convertible Corporate Bonds and Notes (Continued)

Woodside Finance Ltd., 4.60% Sr. Unsec. Unsub. Nts., 5/10/21 ³	$	390,000	$	418,160

Xstrata Finance Canada Ltd., 5.80% Sr. Unsec. Unsub. Nts., 11/15/16 ³		78,000		86,400

ZFS Finance USA Trust V, 6.50% Jr. Sub. Nts., 5/9/37 ^4,10		598,000		642,103

Total Non-Convertible Corporate Bonds and Notes (Cost $106,695,636)				112,613,875


Convertible Corporate Bonds and Notes—8.4%

Blackstone Mortgage Trust, Inc., 5.25% Cv. Sr. Unsec. Nts., 12/1/18		15,000,000		16,237,500

CenterPoint Energy, Inc., 3.719% Cv. Sub. Nts. Cv., 9/15/29 ¹		77,500		4,000,937

Colony Financial, Inc., 5% Cv. Sr. Unsec. Nts., 4/15/23		8,900,000		9,372,812

General Cable Corp., 5% Cv. Unsec. Sub. Nts., 11/15/29 ⁴		38,000,000		40,945,000

iStar Financial, Inc., 3% Cv. Sr. Unsec. Nts., 11/15/16		9,530,000		13,776,806

Liberty Interactive LLC, 0.75% Cv. Sr. Unsec. Nts., 3/30/43 ³		10,000,000		12,062,500

MGIC Investment Corp.:
5.00% Cv. Sr. Unsec. Nts., 5/1/17		13,000,000		15,063,750
9.00% Cv. Jr. Sub. Nts., 4/1/63 ³		98,850,000		118,002,188

Micron Technology, Inc., 2.125% Cv. Sr. Unsec. Nts., Series F, 2/15/33 ³		7,750,000		16,962,813

Molycorp, Inc., 6% Cv. Sr. Unsec. Nts., 9/1/17		15,750,000		12,570,469

Navistar International Corp., 4.50% Cv. Sr. Sub. Nts., 10/15/18 ³		38,007,000		37,460,649

Peabody Energy Corp., 4.75% Cv. Jr. Sub. Nts., 12/15/41		54,925,000		43,184,781

Radian Group, Inc., 2.25% Cv. Sr. Unsec. Nts., 3/1/19		25,291,000		38,410,706

Starwood Property Trust, Inc., 4% Cv. Sr. Unsec. Nts., 1/15/19		16,465,000		19,161,144

United Airlines, Inc., 4.50% Cv. Sr. Unsec. Nts., 1/15/15		27,205,000		66,584,238

Total Convertible Corporate Bonds and Notes (Cost $366,361,036)				463,796,293

		Shares

Structured Securities—6.5%

Bank of America Corp., Allegheny Technologies, Inc. Equity Linked Nts., 4/24/14 ^1,3		312,500		9,881,519

Bank of America Corp., American International Group, Inc. Equity Linked Nts., 4/4/14 ^1,3		393,000		18,094,673

Bank of America Corp., Citigroup, Inc., Equity Linked Nts., 6/20/14 ^1,3		196,344		9,430,943

Bank of America Corp., Standard Pacific Corp. Equity Linked Nts., 2/12/14 ¹		1,590,331		14,121,066

Bank of America Corp., Standard Pacific Corp. Equity Linked Nts., 5/2/14 ^1,3		1,203,370		10,622,986

Barclays Bank plc, Best Buy Co., Inc. Yield Enhanced Equity Linked Debt Securities, 7/22/14 ¹		272,000		6,825,141

Barclays Bank plc, Radian Group, Inc. Yield Enhanced Equity Linked Debt Securities, 5/22/14 ^1,3		790,000		11,116,850

Barclays Bank plc, Teva Pharmaceutical Industries Ltd. Yield Enhanced Equity Linked Debt Securities, 6/17/14 ¹		248,000		10,739,741

Citigroup, Inc., American Axle & Manufacturing Holdings, Inc. Equity Linked Nts., 5/7/14 ^1,3		538,793		10,309,030

Citigroup, Inc., Ensco plc, Cl. A Equity Linked Nts., 2/13/14 ^1,3		178,602		9,166,891

Credit Suisse AG (New York Branch), Apple, Inc. Equity Linked Nts., 2/14/14 ¹		30,640		15,422,353

Credit Suisse AG (New York Branch), Apple, Inc. Equity Linked Nts., 4/25/14 ¹		19,105		9,636,816

Credit Suisse AG (New York Branch), Apple, Inc. Equity Linked Nts., 5/29/14 ¹		27,535		13,937,439

Credit Suisse AG (New York Branch), Apple, Inc. Equity Linked Nts., 7/11/14 ¹		27,796		14,107,206

Credit Suisse AG (New York Branch), CVS Caremark Corp. Equity Linked Nts., 3/21/14 ¹		272,250		17,458,312

Credit Suisse AG (New York Branch), Ford Motor Co. Equity Linked Nts., 6/6/14 ¹		752,106		11,458,597

Credit Suisse AG (New York Branch), Safeway, Inc. Equity Linked Nts., 5/2/14 ¹		279,096		9,082,373

Credit Suisse AG (New York Branch), Standard Pacific Corp. Equity Linked Nts., 3/19/14 ¹		821,725		7,164,674

OPPENHEIMER EQUITY INCOME FUND

STATEMENT OF INVESTMENTS Unaudited / Continued


	Shares		Value

Structured Securities (Continued)

Deutsche Bank AG (London Branch), Celanese Corp. Equity Linked Nts., 3/20/14 ^1,3	199,000	$	10,282,319

Deutsche Bank AG (London Branch), Celanese Corp. Equity Linked Nts., 4/25/14 ^1,3	290,000		14,959,924

Deutsche Bank AG (London Branch), Standard Pacific Corp. Equity Linked Nts., 2/20/14 ¹	1,324,600		11,371,957

Goldman Sachs Group, Inc. (The), Best Buy, Inc. Equity Linked Nts., 6/10/14 ^1,3	239,000		6,016,733

Goldman Sachs Group, Inc. (The), Citigroup, Inc. Equity Linked Nts., 6/11/14 ^1,3	193,000		9,237,536

Goldman Sachs Group, Inc. (The), CONSOL Energy, Inc. Equity Linked Nts., 5/27/14 ^1,3	288,000		10,630,417

Goldman Sachs Group, Inc. (The), Ford Motor Co. Equity Linked Nts., 3/26/14 ^1,3	566,701		8,648,635

Goldman Sachs Group, Inc. (The), General Motors Co. Equity Linked Nts., 3/26/14 ^1,3	267,738		9,791,563

Goldman Sachs Group, Inc. (The), JPMorgan Chase & Co. Equity Linked Nts., 3/3/14 ^1,3	184,230		10,388,941

Goldman Sachs Group, Inc. (The), MBIA, Inc. Equity Linked Nts., 3/26/14 ^1,3	854,701		9,447,973

Goldman Sachs Group, Inc. (The), Standard Pacific Corp. Equity Linked Nts., 3/5/14 ^1,3	1,408,450		11,837,367

Morgan Stanley, Ford Motor Co. Equity Linked Nts., 2/3/14 ^1,3	571,756		8,848,923

Morgan Stanley, General Motors Co. Equity Linked Nts., 2/3/14 ^1,3	274,726		10,099,079

Morgan Stanley, Teva Pharmaceutical Industries Ltd. Equity Linked Nts., 6/18/14 ^1,3	368,100		16,006,247

Total Structured Securities (Cost $359,435,607)			356,144,224


		Exercise Price		Expiration Date			Contracts			Value

Exchange-Traded Options Purchased—0.0%
Assured Guaranty Ltd. Call ¹	USD		21.000		4/19/14	USD	2,000				308,000
Best Buy Co., Inc. Call ¹	USD		42.000		2/22/14	USD	2,500				1,250
Ford Motor Co. Call ¹	USD		18.000		2/22/14	USD	17,500				17,500
Ford Motor Co. Call ¹	USD		19.000		2/22/14	USD	20,000				20,000
Ford Motor Co. Call ¹	USD		20.000		2/22/14	USD	17,500				8,750
General Motors Co. Call ¹	USD		42.000		3/22/14	USD	5,000				70,000
MBIA Insurance Corp. Call ¹	USD		14.000		5/17/14	USD	5,000				155,000
MBIA Insurance Corp. Call ¹	USD		13.000		2/22/14	USD	5,000				47,500
State Street Corp. Put ¹	USD		67.500		2/22/14	USD	1,500				246,000

Total Exchange-Traded Options Purchased (Cost $2,603,573)											874,000


Total Investments, at Value (Cost $4,707,764,894)								100.4	%		5,528,108,866

Liabilities in Excess of Other Assets								(0.4	)		(21,891,077	)

Net Assets								100.0	%	$	5,506,217,789

Footnotes to Statement of Investments

1. Non-income producing security.

2. 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 $387,678,187. See accompanying Notes.

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 $436,874,061

or 7.93% of the Fund’s net assets as of January 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 $1,324,486 or 0.02% of the Fund’s net assets as of January 31, 2014.

6. Interest rate is less than 0.0005%.

OPPENHEIMER EQUITY INCOME FUND

STATEMENT OF INVESTMENTS Unaudited / Continued

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 $137,113 or less than 0.005% of the Fund’s net assets as of January 31, 2014.

8. The current amortization rate of the security’s cost basis exceeds the future interest payments currently estimated to be received. Both the amortization rate and interest payments are contingent on future mortgage pre-payment speeds and are therefore subject to change.

9 . 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.

10. Restricted security. The aggregate value of restricted securities as of January 31, 2014 was $2,204,265, which represents 0.04% of the Fund’s net assets. See accompanying Notes. Information concerning restricted securities is as follows:


Security	Acquisition Date		Cost		Value		Unrealized Appreciation/ (Depreciation)
Glen Meadow Pass-Through Trust, 6.505% Jr. Sub. Nts., 2/12/67		1/5/11	$	539,865	$	631,000	$	91,135
Rockies Express Pipeline LLC, 3.90% Sr. Unsec. Unsub. Nts., 4/15/15		2/24/11		935,414		931,162		(4,252	)
ZFS Finance USA Trust V, 6.50% Jr. Sub. Nts., 5/9/37		11/10/10		601,170		642,103		40,933

			$	2,076,449	$	2,204,265	$	127,816

11. 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 January 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 January 31, 2014. Transactions during the period in which the issuer was an affiliate are as follows:


	Shares October 31, 2013		Gross Additions		Gross Reductions		Shares January 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 January 31, 2014


Description		Exercise Price		Expiration Date		Number of Contracts				Premiums Received		Value
Allegheny Technologies, Inc. Call	USD		37.500		2/22/14		USD	(3,250	)	$	193,457		$ (13,000	)
Allegheny Technologies, Inc. Call	USD		35.000		2/22/14		USD	(750	)		144,846		(11,250	)
American Axle & Manufacturing Holdings, Inc. Call	USD		21.000		2/22/14		USD	(1,000	)		86,459		(12,500	)
American Axle & Manufacturing Holdings, Inc. Put	USD		19.000		2/22/14		USD	(1,000	)		69,960		(95,000	)
American Axle & Manufacturing Holdings, Inc. Call	USD		22.000		2/22/14		USD	(750	)		33,720		(5,625	)
Apache Corp. Call	USD		87.500		2/22/14		USD	(75	)		9,672		(1,800	)
Apache Corp. Put	USD		85.000		2/22/14		USD	(500	)		112,478		(242,500	)
Apple, Inc. Call	USD		625.000		2/22/14		USD	(25	)		4,474		(225	)
Assured Guaranty Ltd. Put	USD		22.000		2/22/14		USD	(3,500	)		356,562		(500,500	)

OPPENHEIMER EQUITY INCOME FUND

STATEMENT OF INVESTMENTS Unaudited / Continued



Description		Exercise Price		Expiration Date		Number of Contracts				Premiums Received		Value
AT&T, Inc. Call	USD		34.000		2/22/14		USD	(750	)	$	31,970	$	(19,500	)
Baker Hughes, Inc. Call	USD		55.000		2/22/14		USD	(200	)		22,192		(48,600	)
Bank of America Corp. Call	USD		17.000		2/22/14		USD	(1,000	)		36,210		(28,000	)
Baxter International, Inc. Put	USD		70.000		2/22/14		USD	(1,000	)		157,058		(189,000	)
Best Buy Co., Inc. Put	USD		35.000		6/21/14		USD	(1,000	)		917,775		(1,210,000	)
Best Buy Co., Inc. Put	USD		39.000		6/21/14		USD	(2,500	)		3,145,897		(3,950,000	)
Best Buy Co., Inc. Put	USD		36.000		6/21/14		USD	(1,000	)		993,943		(1,263,000	)
Best Buy Co., Inc. Put	USD		26.000		2/22/14		USD	(250	)		25,070		(64,500	)
Best Buy Co., Inc. Put	USD		39.000		2/22/14		USD	(770	)		261,219		(1,187,725	)
Best Buy Co., Inc. Put	USD		38.000		2/22/14		USD	(3,119	)		535,052		(4,460,170	)
Best Buy Co., Inc. Put	USD		37.000		2/22/14		USD	(2,487	)		490,818		(3,635,994	)
Best Buy Co., Inc. Put	USD		25.000		2/22/14		USD	(1,500	)		116,004		(267,000	)
Best Buy Co., Inc. Put	USD		36.000		2/22/14		USD	(760	)		129,518		(922,640	)
Cablevision Systems Corp. Call	USD		16.000		2/22/14		USD	(2,000	)		143,619		(100,000	)
Cablevision Systems Corp. Call	USD		17.000		2/22/14		USD	(3,750	)		98,157		(56,250	)
CenturyLink, Inc. Call	USD		31.000		2/22/14		USD	(250	)		5,990		(3,125	)
CenturyLink, Inc. Call	USD		30.000		2/22/14		USD	(100	)		2,896		(3,100	)
Chevron Corp. Call	USD		120.000		2/22/14		USD	(25	)		3,149		(275	)
Citigroup, Inc. Put	USD		52.500		2/22/14		USD	(1,000	)		113,959		(480,000	)
Citigroup, Inc. Call	USD		55.000		2/22/14		USD	(975	)		44,836		(3,900	)
Comcast Corp., Special Cl. A Call	USD		55.000		2/22/14		USD	(2,000	)		82,920		(50,000	)
CONSOL Energy, Inc. Call	USD		18.000		2/22/14		USD	(1,250	)		71,700		(16,250	)
CONSOL Energy, Inc. Call	USD		37.000		2/22/14		USD	(1,500	)		341,935		(219,000	)
Corning, Inc. Call	USD		19.000		2/22/14		USD	(2,250	)		110,133		(9,000	)
CSX Corp. Call	USD		30.000		2/22/14		USD	(1,000	)		16,021		(1,000	)
Domtar Corp. Call	USD		95.000		2/22/14		USD	(150	)		36,793		(190,500	)
Ensco plc Put	USD		55.000		2/22/14		USD	(2,250	)		352,571		(1,080,000	)
Ensco plc Put	USD		57.500		2/22/14		USD	(1,000	)		296,955		(764,000	)
Exxon Mobil Corp. Call	USD		100.000		2/22/14		USD	(375	)		32,131		(3,000	)
Exxon Mobil Corp. Call	USD		97.500		2/22/14		USD	(150	)		10,514		(2,400	)
Exxon Mobil Corp. Call	USD		105.000		2/22/14		USD	(425	)		10,183		(1,700	)
Ford Motor Co. Put	USD		16.000		2/22/14		USD	(41,250	)		2,168,373		(4,661,250	)
Ford Motor Co. Put	USD		16.000		3/22/14		USD	(1,200	)		112,751		(146,400	)
Ford Motor Co. Put	USD		17.000		2/22/14		USD	(2,358	)		357,543		(471,600	)
General Dynamics Corp. Call	USD		100.000		2/22/14		USD	(2,250	)		334,714		(607,500	)
General Electric Co. Call	USD		27.000		2/22/14		USD	(125	)		3,395		(625	)
General Electric Co. Put	USD		26.000		2/22/14		USD	(500	)		20,230		(56,500	)
General Electric Co. Call	USD		26.000		2/22/14		USD	(250	)		13,990		(3,250	)
General Mills, Inc. Call	USD		49.000		2/22/14		USD	(1,000	)		58,650		(39,000	)
General Motors Co. Put	USD		38.000		2/22/14		USD	(1,000	)		77,460		(198,000	)
General Motors Co. Call	USD		41.000		2/22/14		USD	(250	)		12,740		(2,000	)
General Motors Co. Put	USD		39.000		2/22/14		USD	(1,500	)		170,938		(390,000	)
General Motors Co. Put	USD		37.000		3/22/14		USD	(5,000	)		943,180		(1,110,000	)
Halliburton Co. Call	USD		50.000		2/22/14		USD	(450	)		45,487		(31,500	)
Intel Corp. Call	USD		26.000		2/22/14		USD	(250	)		5,490		(1,250	)
J.C. Penney Co., Inc. Call	USD		8.000		2/22/14		USD	(250	)		15,490		(1,250	)
J.C. Penney Co., Inc. Call	USD		9.000		2/22/14		USD	(1,500	)		44,941		(4,500	)
J.C. Penney Co., Inc. Put	USD		10.000		5/17/14		USD	(1,018	)		359,308		(437,740	)
J.C. Penney Co., Inc. Put	USD		7.000		5/17/14		USD	(750	)		120,718		(137,250	)
J.C. Penney Co., Inc. Call	USD		7.000		2/22/14		USD	(225	)		10,705		(2,475	)
J.C. Penney Co., Inc. Put	USD		9.000		3/22/14		USD	(3,389	)		830,158		(1,067,535	)
Johnson & Johnson Put	USD		92.500		2/22/14		USD	(250	)		25,897		(123,250	)
JPMorgan Chase & Co. Call	USD		60.000		2/22/14		USD	(500	)		40,215		(5,000	)
JPMorgan Chase & Co. Call	USD		57.500		2/22/14		USD	(1,500	)		327,985		(54,000	)
Kinder Morgan, Inc. Put	USD		37.500		3/22/14		USD	(2,604	)		799,451		(911,400	)
LyondellBasell Industries NV Call	USD		80.000		2/22/14		USD	(175	)		19,475		(22,750	)
LyondellBasell Industries NV Call	USD		77.500		2/22/14		USD	(100	)		20,196		(33,000	)

OPPENHEIMER EQUITY INCOME FUND

STATEMENT OF INVESTMENTS Unaudited / Continued


Description		Exercise Price		Expiration Date		Number of Contracts				Premiums Received		Value

MBIA Insurance Corp. Put	USD		11.000		5/17/14		USD	(7,500	)	$	805,767	$	(907,500	)

MBIA Insurance Corp. Put	USD		11.000		2/22/14		USD	(10,000	)		702,841		(580,000	)

McDonald’s Corp. Call	USD		97.500		2/22/14		USD	(500	)		27,480		(7,500	)

Medtronic, Inc. Call	USD		60.000		2/22/14		USD	(150	)		14,244		(2,250	)

Merck & Co., Inc. Call	USD		55.000		2/22/14		USD	(4,500	)		239,005		(153,000	)

Microsoft Corp. Call	USD		39.000		2/22/14		USD	(2,000	)		38,171		(60,000	)

Microsoft Corp. Call	USD		38.000		2/22/14		USD	(2,500	)		78,911		(167,500	)

Molson Coors Brewing Co. Call	USD		57.500		2/22/14		USD	(150	)		13,344		(1,875	)

Mosaic Co. (The) Put	USD		50.000		3/22/14		USD	(1,000	)		521,955		(640,000	)

Navistar International Corp. Put	USD		37.000		2/22/14		USD	(1,000	)		115,949		(550,000	)

Philip Morris International, Inc. Call	USD		85.000		2/22/14		USD	(75	)		3,406		(600	)

Procter & Gamble Co. (The) Call	USD		80.000		2/22/14		USD	(90	)		10,081		(1,710	)

Procter & Gamble Co. (The) Call	USD		82.500		2/22/14		USD	(575	)		40,022		(3,450	)

QUALCOMM, Inc. Call	USD		75.000		2/22/14		USD	(4,000	)		521,627		(312,000	)

QUALCOMM, Inc. Call	USD		77.500		2/22/14		USD	(500	)		41,979		(7,500	)

Rock-Tenn Co. Put	USD		100.000		2/22/14		USD	(1,000	)		362,904		(205,000	)

Southern Co. Call	USD		42.000		2/22/14		USD	(1,250	)		26,201		(28,750	)

Standard Pacific Corp. Call	USD		9.000		2/22/14		USD	(1,000	)		18,211		(25,000	)

State Street Corp. Put	USD		72.500		2/22/14		USD	(1,000	)		149,108		(552,500	)

Teva Pharmaceutical Industries Ltd. Call	USD		47.500		2/22/14		USD	(1,500	)		57,440		(45,000	)

Teva Pharmaceutical Industries Ltd. Call	USD		42.500		2/22/14		USD	(124	)		13,943		(31,868	)

Textron, Inc. Call	USD		38.000		2/22/14		USD	(1,750	)		104,470		(35,000	)

UnitedHealth Group, Inc. Call	USD		72.500		2/22/14		USD	(125	)		21,245		(16,750	)

UnitedHealth Group, Inc. Call	USD		75.000		2/22/14		USD	(175	)		12,518		(8,225	)

Verizon Communications, Inc. Call	USD		48.000		2/22/14		USD	(125	)		6,995		(11,125	)

Walgreen Co. Call	USD		60.000		2/22/14		USD	(500	)		63,889		(15,000	)

Wells Fargo & Co. Call	USD		47.000		2/22/14		USD	(3,250	)		131,621		(42,250	)

Total of Exchange-Traded Options Written										$	20,731,623	$	(36,042,407)

OPPENHEIMER EQUITY INCOME FUND

NOTES TO STATEMENT OF INVESTMENTS Unaudited

Oppenheimer Equity 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 January 31, 2014 is as follows:


Cost	$	21,867,980
Market Value	$	26,062,250
Market value as % of Net Assets		0.47%

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.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

OPPENHEIMER EQUITY INCOME FUND

NOTES TO STATEMENT OF INVESTMENTS Unaudited / Continued

Securities Valuation (Continued)

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.

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.

OPPENHEIMER EQUITY INCOME FUND

NOTES TO STATEMENT OF INVESTMENTS Unaudited / Continued

Securities Valuation (Continued)


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 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

OPPENHEIMER EQUITY INCOME FUND

NOTES TO STATEMENT OF INVESTMENTS Unaudited / Continued

Securities Valuation (Continued)

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 January 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		$	705,933,637			$	—		$	—		$	705,933,637
Consumer Staples			215,477,560				—			—			215,477,560
Energy			581,669,175				—			—			581,669,175
Financials			1,339,348,750				3,336,000			—			1,342,684,750
Health Care			375,483,285				—			—			375,483,285
Industrials			181,643,922				—			—			181,643,922
Information Technology			371,030,887				—			—			371,030,887
Materials			259,467,001				—			—			259,467,001
Telecommunication Services			280,107,200				—			—			280,107,200
Utilities			148,217,025				—			—			148,217,025
Preferred Stocks			69,316,858				52,538,790			—			121,855,648
Rights, Warrants and Certificates			4,248,000				—			—			4,248,000
Mortgage-Backed Obligations			—				6,392,734			—			6,392,734
U.S. Government Obligation			—				469,650			—			469,650
Non-Convertible Corporate Bonds and Notes			—				112,613,875			—			112,613,875
Convertible Corporate Bonds and Notes			—				463,796,293			—			463,796,293
Structured Securities			—				356,144,224			—			356,144,224
Exchange-Traded Options Purchased			874,000				—			—			874,000

Total Assets		$	4,532,817,300			$	995,291,566		$	—		$	5,528,108,866

Liabilities Table
Other Financial Instruments:
Options written, at value		$	(36,042,407	)		$	—		$	—		$	(36,042,407	)

Total Liabilities		$	(36,042,407	)		$	—		$	—		$	(36,042,407	)

Currency contracts and forwards, if any, are reported at their unrealized appreciation/ depreciation at measurement date, which represents the change in the contract’s value from trade date. Futures, if any, are

OPPENHEIMER EQUITY INCOME FUND

NOTES TO STATEMENT OF INVESTMENTS Unaudited / Continued

Securities Valuation (Continued)

reported at their variation margin at measurement date, which represents the amount due to/from the Fund at that date. All additional assets and liabilities included in the above table are reported at their market value at measurement date.

The table below shows the transfers between Level 1 and Level 2. The Fund’s policy is to recognize transfers in and transfers out as of the beginning of the reporting period.


	Transfers out of Level 1*				Transfers into Level 2*
Assets Table
Investments, at Value:
Preferred Stocks		$	(13,992,000	)		$	13,992,000

Total Assets		$	(13,992,000	)		$	13,992,000

* Transferred

from Level 1 to Level 2 because of the absence of a readily available unadjusted quoted market price.

Risk Exposures and the Use of Derivative Instruments

The Fund’s investment objectives not only permit the Fund to purchase investment securities, they also allow 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. 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

OPPENHEIMER EQUITY INCOME FUND

NOTES TO STATEMENT OF INVESTMENTS Unaudited / Continued

Risk Exposures and the Use of Derivative Instruments (Continued)

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.

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.

OPPENHEIMER EQUITY INCOME FUND

NOTES TO STATEMENT OF INVESTMENTS Unaudited / Continued

Risk Exposures and the Use of Derivative Instruments (Continued)

During the period ended January 31, 2014, the Fund had an ending monthly average market value of $3,535,938 and $290,503 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.

During the period ended January 31, 2014, the Fund had an ending monthly average market value of $5,339,731 and $14,276,826 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 January 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		185,025			17,530,937			226,794			27,812,900
Options closed or expired		(104,240	)		(12,821,679	)		(234,126	)		(21,481,581	)
Options exercised		(82,073	)		(9,066,651	)		(55,982	)		(7,732,038	)

Options outstanding as of January 31, 2014		57,664		$	4,012,253			105,955		$	16,719,370

Restricted Securities

As of January 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 January 31, 2014

OPPENHEIMER EQUITY INCOME FUND

NOTES TO STATEMENT OF INVESTMENTS Unaudited / Continued

Risk Exposures and the Use of Derivative Instruments (Continued)

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	$	4,714,920,049
Federal tax cost of other investments		(20,731,623	)

Total federal tax cost	$	4,694,188,426

Gross unrealized appreciation	$	972,143,507
Gross unrealized depreciation		(174,265,474	)

Net unrealized appreciation	$	797,878,033

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 1/31/2014, 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:		3/13/2014

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.