SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.____)

Filed by the registrant       / X /

Filed by a party other than the registrant     /   /

Check the appropriate box:

/ X / Preliminary proxy statement

/   / Definitive proxy statement

/   / Definitive additional materials

/   / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

OPPENHEIMER MULTI-SECTOR INCOME TRUST
- ------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

OPPENHEIMER MULTI-SECTOR INCOME TRUST
- ------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of filing fee (Check the appropriate box):

/   / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1) or
      14a-6(j)(2).

/     / $500 per each party to the  controversy  pursuant to  Exchange  Act Rule
      14a-6(i)(3).

/     / Fee  Computed on table below per  Exchange  Act Rules 14a  -6(i)(4)  and
      0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3)   Per unit price or other underlying value of transaction  computed pursuant
      to Exchange Act Rule 0-11: 1

(4) Proposed maximum aggregate value of transaction:
/       / Check box if any part of the fee is offset as provided by Exchange Act
        Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
        paid previously.  Identify the previous filing by registration statement
        number, or the form or schedule and the date of its filing.

(1)   Amount previously paid:

(2) Form, schedule or registration statement no.:

(3)   Filing Party:

(4)   Date Filed:

- --------------------
1 - Set forth the amount on which the filing fee is calculated  and state how it
was determined.





                                      11
                      OPPENHEIMER MULTI-SECTOR INCOME TRUST

            Two World Trade Center, New York, New York 10048-0203

                    Notice Of Annual Meeting Of Shareholders
                            To Be Held April 29, 1999

To The Shareholders of Oppenheimer Multi-Sector Income Trust:

Notice  is  hereby  given  that  the  Annual  Meeting  of  the  Shareholders  of
Oppenheimer  Multi-Sector  Income  Trust (the "Fund") will be held at 6803 South
Tucson Way, Englewood,  Colorado 80112, at 11:30 A.M., Denver time, on Thursday,
April 29, 1999, or any adjournments  thereof (the "Meeting"),  for the following
purposes:

 (1)    To elect three Trustees in Class C to hold office until the term of such
        class shall expire in 2002,  or until their  successors  are elected and
        shall qualify;

 (2)  To ratify the selection of KPMG LLP as the  independent  certified  public
      accountants  and  auditors  of the Fund  for the  fiscal  year  commencing
      November 1, 1998 (Proposal No. 1); and

 (3) To transact such other business as may properly come before the Meeting.

Shareholders  of  record at the  close of  business  on  February  26,  1999 are
entitled to vote at the  Meeting.  The election of Trustees and the Proposal are
more fully  discussed in the Proxy  Statement.  Please read it carefully  before
telling  us,  through  your proxy or in person,  how you wish your  shares to be
voted.  The Board of Trustees of the Fund recommends a vote to elect each of its
nominees as Trustee and in favor of the Proposals. WE URGE YOU TO SIGN, DATE AND
MAIL THE ENCLOSED PROXY PROMPTLY.

By Order of the Board of Trustees,


Andrew J. Donohue, Secretary

March 5, 1999
- -------------------------------------------------------------------------
Shareholders  who do not expect to attend the Meeting are  requested to indicate
voting instructions on the enclosed proxy and to date, sign and return it in the
accompanying  postage-paid  envelope. To avoid unnecessary expense and duplicate
mailings,  we ask your  cooperation in promptly mailing your proxy no matter how
large or small your holdings may be.








                      OPPENHEIMER MULTI-SECTOR INCOME TRUST

            Two World Trade Center, New York, New York 10048-0203

                                 PROXY STATEMENT

                         Annual Meeting Of Shareholders
                            To Be Held April 29, 1999

This  Proxy   Statement  is  furnished  to  the   shareholders   of  Oppenheimer
Multi-Sector  Income Trust (the "Fund") in connection  with the  solicitation by
the Fund's  Board of  Trustees  of  proxies to be used at the Annual  Meeting of
Shareholders to be held at 6803 South Tucson Way, Englewood,  Colorado 80112, at
11:30 A.M., Denver time, on Thursday, April 29, 1999 or any adjournments thereof
(the "Meeting"). It is expected that the mailing of this Proxy Statement will be
made on or about March 5, 1999.  For a free copy of the annual  report  covering
the operations of the Fund for the fiscal year ended October 31, 1998,  call the
Fund's transfer agent, Shareholder Financial Services, Inc., at 1-800-647-7374.

The enclosed proxy, if properly executed and returned, will be voted (or counted
as an  abstention  or  withheld  from  voting) in  accordance  with the  choices
specified thereon, and will be included in determining whether there is a quorum
to conduct the  Meeting.  The proxy will be voted in favor of the  nominees  for
Trustee named in this Proxy  Statement  unless a choice is indicated to withhold
authority to vote for all listed nominees or any individual  nominee.  The proxy
will be voted in favor of the  Proposal  unless a choice  is  indicated  to vote
against or to abstain from voting on the Proposal.

Shares  owned of record by  broker-dealers  for the  benefit of their  customers
("street  account  shares")  will  be  voted  by  the  broker-dealer   based  on
instructions received from its customers.  If no instructions are received,  the
broker-dealer  may (if permitted  under  applicable  stock exchange  rules),  as
record holder, vote such shares for the election of Trustees and on the Proposal
in the same  proportion as that  broker-dealer  votes street  account shares for
which voting  instructions were timely received.  Abstentions will be counted as
present for purposes of  determining a quorum and will have the same effect as a
vote against the proposal.

If at the time any  session  of the  Meeting  is called to order a quorum is not
present,  in person or by proxy,  the  persons  named as proxies  may vote those
proxies  which have been received to adjourn the Meeting to a later date. In the
event that a quorum is present  but  sufficient  votes in favor of the  proposal
have not been  received,  the  persons  named as proxies may propose one or more
adjournments  of the  Meeting to permit  further  solicitation  of proxies  with
respect to any such proposal. All such adjournments will require the affirmative
vote of a majority of the shares present in person or by proxy at the session of
the  Meeting to be  adjourned.  The  persons  names as  proxies  will vote those
proxies  which they are entitled to vote in favor of the  proposal,  in favor of
such an  adjournment,  and will vote those proxies  required to be voted against
the proposal,  against any such adjournment.  A vote may be taken on one or more
of the  proposals  in this  proxy  statement  prior to any such  adjournment  if
sufficient  votes  for its  approval  have  been  received  and it is  otherwise
appropriate.  Any adjourned session or sessions may be held within 90 days after
the date set for the original Meeting without the necessity of further notice.

If a  shareholder  executes  and returns a proxy but fails to  indicate  how the
votes  should be cast,  the proxy will be voted in favor of the election of each
of the nominees named herein for Trustee and in favor of the Proposal. The proxy
may be revoked at any time prior to the voting by: (1) writing to the  Secretary
of the Fund at Two World  Trade  Center,  New  York,  New York  10048-0203;  (2)
attending  the Meeting and voting in person;  or (3) signing and returning a new
proxy (if returned and received in time to be voted).

The cost of the  preparation  and  distribution  of these proxy  materials is an
expense of the Fund. In addition to the solicitation of proxies by mail, proxies
may be  solicited  by  officers  or  employees  of the  Fund's  transfer  agent,
Shareholder  Financial Services,  Inc. (a subsidiary of OppenheimerFunds,  Inc.,
the Fund's  investment  adviser),  or by  officers  or  employees  of the Fund's
investment adviser (the "Adviser"), personally or by telephone or telegraph; any
expenses  so  incurred  will  also be borne  by the  Fund.  Proxies  may also be
solicited  by a proxy  solicitation  firm hired at the Fund's  expense  for such
purpose.  Brokers,  banks and  other  fiduciaries  may be  required  to  forward
soliciting  material to their  principals  and to obtain  authorization  for the
execution of proxies. For those services they will be reimbursed by the Fund for
their out-of-pocket expenses.

Shares  Outstanding  and  Entitled to Vote.  As of February  26, 1999 the record
date, there were  ____________  shares of the Fund issued and  outstanding.  All
shares of the Fund have equal  voting  rights as to the election of Trustees and
as to the Proposal  described herein,  and the holders of shares are entitled to
one vote for each share (and a fractional  vote for a fractional  share) held of
record at the close of business on the record date.  As of the record date,  the
only person know by the management of the Fund to own or be the beneficial owner
of 5% or more of the outstanding shares of the Fund was
- ---------------

                              ELECTION OF TRUSTEES

The  Fund's  Declaration  of Trust  provides  that the Board of  Trustees  shall
consist of three  classes of Trustees  with  overlapping  three year terms.  One
class of Trustees is to be elected  each year with terms  extending to the third
succeeding  annual meeting after such election,  or until their successors shall
be duly elected and shall have qualified. At the Meeting, three Class C Trustees
are to be elected  for a three year term,  as  described  below,  or until their
respective  successors  shall be duly  elected  and shall  have  qualified.  The
persons named as  attorneys-in-fact  in the enclosed proxy have advised the Fund
that unless a proxy instructs them to withhold  authority to vote for all listed
nominees or any individual  nominee,  all validly executed proxies will be voted
by them for the  election of the  nominees  named below as Trustees of the Fund.
The proxies being solicited hereby cannot be voted for more than three nominees.

Each of the Class C  Nominees,  Elizabeth  Moynihan,  Donald  Spiro and  Pauline
Trigere are  presently  Trustees of the Fund.  All present  Trustees of the Fund
have been previously elected by the Fund's shareholders. Each nominee has agreed
to be nominated and to serve as a Trustee. Class C Trustees to be elected at the
Meeting shall serve as such for a three year term and constitute the third class
of the Board.  The classes of the Board and the expiration  dates of their terms
of office are shown below.

Each of the  nominees  and other  Trustees  are  Trustees  or  Directors  of the
following New York-based Oppenheimer funds1:

Oppenheimer California Municipal Fund     Oppenheimer Large Cap Growth Fund
Oppenheimer Capital Appreciation Fund     Oppenheimer Money Market Fund, Inc.
Oppenheimer Developing Markets Fund       Oppenheimer Multiple Strategies Fund
Oppenheimer Discovery Fund                Oppenheimer Multi-Sector Income Trust
Oppenheimer Enterprise Fund              Oppenheimer Multi-State Municipal Trust
Oppenheimer Global Fund                   Oppenheimer Municipal Bond Fund
Oppenheimer Global Growth & Income Fund   Oppenheimer New York Municipal Fund
Oppenheimer Gold & Special Minerals Fund  Oppenheimer Series Fund, Inc.
Oppenheimer Growth Fund                   Oppenheimer U.S. Government Trust
Oppenheimer International Growth Fund     Oppenheimer World Bond Fund
Oppenheimer  International  Small Company
Fund

Ms.  Macaskill  and  Messrs.  Spiro,  Donohue,  Bowen,  Zack,  Bishop and Farrar
respectively  hold the same  offices with the other New  York-based  Oppenheimer
funds as with the Fund.  The nominees and other Trustees  indicated  below by an
asterisk (*) are "interested persons" (as that term is defined in the Investment
Company Act of 1940,  as  amended,  hereinafter  referred to as the  "Investment
Company Act") of the Fund due to the positions indicated with the Adviser or its
affiliates or other positions described. The year given below indicates when the
nominees and the other Trustees first became a trustee or director of any of the
New  York-based  Oppenheimer  funds  without a break in  service.  If any of the
nominees should be unable to accept nomination or election,  it is the intention
of the persons  named as  attorneys-in-fact  in the enclosed  proxy to vote such
proxy for the election of such other person or persons selected and nominated by
disinterested  Trustees  as the  Board  of  Trustees  may,  in  its  discretion,
recommend.
1 Ms. Macaskill is not a Director of Oppenheimer Money Market Fund, Inc.

As of February 26, 1999 the Trustees held shares of the Fund, as follows: Donald
W. Spiro  beneficially  owned  25,000  shares of the Fund held in an account for
which Mr. Spiro is a trustee;  Benjamin Lipstein disclaims  beneficial ownership
of 1,000  shares of the Fund held by his wife,  and  Robert G.  Galli held 3,000
shares of the Fund in a joint tenancy account and disclaims beneficial ownership
of such shares.  Except for the  foregoing,  no other Trustee and no officers of
the Fund beneficially owned any shares of the Fund as of February 26, 1999.

Name and                Business Experience                               Term
Other Information       During the Past Five Years                       Expires
Class A
Leon Levy               General  Partner  of  Odyssey  Partners,   L.P.   2000
first became a          (investment   partnership)   (since  1982)  and
Trustee in 1959         Chairman of Avatar Holdings,  Inc. (real estate
Age: 73                 development).

Bridget A. Macaskill*   President  (since June 1991),  Chief  Executive   2000
first became a          Officer (since  September  1995) and a Director
Trustee in 1995         (since   December   1994)   of   the   Adviser;
Age: 50                 President  and  director  (since  June 1991) of
                        HarbourView;  Chairman  and a  director  of  SSI  (since
                        August  1994),  and  SFSI  (September  1995);  President
                        (since  September  1995) and a director  (since  October
                        1990) of OAC;  President  (since  September  1995) and a
                        director    (since   November   1989)   of   Oppenheimer
                        Partnership Holdings, Inc., a holding company subsidiary
                        of the  Adviser;  a director of  Oppenheimer  Real Asset
                        Management,  Inc.  (since  July 1996);  President  and a
                        director   (since  October  1997)  of   OppenheimerFunds
                        International  Ltd., an offshore fund manager subsidiary
                        of  the  Adviser  ("OFIL");  Chairman,  President  and a
                        director  of  Oppenheimer  Millennium  Funds plc  (since
                        October  1997);  President  and a director or trustee of
                        other  Oppenheimer  funds;  Member,  Board of Governors,
                        NASD, Inc.; and a director of Hillsdown  Holdings plc (a
                        U.K. food company);  formerly a director of NASDAQ Stock
                        Market, Inc.

Clayton K. Yeutter      Of  Counsel,  Hogan & Hartson (a law  firm);  a   2000
first became a          director   of   Zurich    Financial    Services
Trustee in 1993         (financial   services),    Caterpillar,    Inc.
Age: 68                 (machinery),    ConAgra,    Inc.    (food   and
                        agricultural   products),   Farmers   Insurance
                        Company (insurance),  FMC Corp.  (chemicals and
                        machinery)   and   Texas   Instruments,    Inc.
                        (electronics);    formerly    (in    descending
                        chronological   order),   Counsellor   to   the
                        President (Bush) for Domestic Policy,  Chairman
                        of   the   Republican    National    Committee,
                        Secretary   of   the   U.S.    Department    of
                        Agriculture,    U.S.   Trade    Representative;
                        formerly a director of B.A.T. Industries,  Ltd.
                        (tobacco and  financial  services),  IMC Global
                        (fertilizer)  and Lindsay Mfg. Co.  (irrigation
                        equipment).
Class B
Robert G. Galli         A  Trustee  or  Director  of other  Oppenheimer   2001
first became a          funds.   Formerly   he   held   the   following
Trustee in 1993         positions:   Vice   Chairman  of  the  Adviser,
Age: 65                 OppenheimerFunds,   Inc.   (October   1995   to
                        December 1997); Vice President (June 1990 to March 1994)
                        and General  Counsel of Oppenheimer  Acquisition  Corp.,
                        the Adviser's  parent  holding  company;  Executive Vice
                        President  (December  1977  to  October  1995),  General
                        Counsel and a director  (December  1975 to October 1993)
                        of the Adviser;  Executive Vice President and a director
                        (July  1978 to  October  1993) and  General  Counsel  of
                        OppenheimerFunds   Distributor,   Inc.;  Executive  Vice
                        President and a director (April 1986 to October 1995) of
                        HarbourView Asset Management Corporation; Vice President
                        and  a  director  (October  1988  to  October  1993)  of
                        Centennial  Asset Management  Corporation,  (HarbourView
                        and Centennial are investment  adviser  subsidiaries  of
                        the Adviser); and an officer of other Oppenheimer funds.

Benjamin Lipstein       Professor   Emeritus   of   Marketing,    Stern   2001
first became a          Graduate  School  of  Business  Administration,
Trustee in 1974         New York University.
Age: 75

Kenneth A. Randall      A  director   of   Dominion   Resources,   Inc.   2001
first became a          (electric  utility holding  company),  Dominion
Trustee in 1980         Energy,  Inc.  (electric  power  and  oil & gas
Age: 71                 producer),  and Prime Retail, Inc. (real estate
                        investment   trust);   formerly  President  and
                        Chief  Executive   Officer  of  The  Conference
                        Board,   Inc.   (international   economic   and
                        business    research)   and   a   director   of
                        Lumbermens  Mutual Casualty  Company,  American
                        Motorists   Insurance   Company  and   American
                        Manufacturers Mutual Insurance Company.

Edward V. Regan         Chairman of  Municipal  Assistance  Corporation   2001
first became a          for the  City of New  York;  Senior  Fellow  of
Trustee in 1993         Jerome Levy Economics Institute,  Bard College;
Age: 68                 a director of RBAsset (real estate manager);  a
                        director  of  OffitBank;   Trustee,   Financial
                        Accounting    Foundation   (FASB   and   GASB);
                        formerly   New  York  State   Comptroller   and
                        trustee,  New York  State and Local  Retirement
                        Fund.

Russell  S.   Reynolds, Retired  Founder  Chairman of Russell  Reynolds   2001
Jr.                     Associates,    Inc.   (executive   recruiting);
first became a          Chairman  of   Directorship   Inc.   (corporate
Trustee in 1989         governance    consulting);    a   director   of
Age: 67                 Professional  Staff  Limited  (U.K);  a trustee
                        of   Mystic   Seaport   Museum,   International
                        House, and Greenwich Historical Society.
Class C
Elizabeth B. Moynihan   Author and architectural  historian;  a trustee   1999
first became a          of  the  Freer  Gallery  of  Art   (Smithsonian
Trustee in 1992         Institute),  Executive  Committee  of  Board of
Age: 69                 Trustees of the  National  Building  Museum;  a
                        member of the  Trustees  Council,  Preservation
                        League of New York State.

Donald W. Spiro*        Chairman  Emeritus  (since  August  1991) and a   1999
first became a          director  (since  January 1969) of the Adviser;
Trustee in 1985         formerly    Chairman   of   the   Adviser   and
Age: 73                 OppenheimerFunds Distributor, Inc..

Pauline Trigere         Chairman  and Chief  Executive  Officer of P.T.   1999
first became a          Concept (design and sale of women's fashions).
Trustee in 1977
Age: 86

Vote Required.  The affirmative  vote of the holders of a majority of the voting
shares of the Fund represented in person or by proxy and entitled to vote at the
Meeting is  required  for the  election  of a nominee as  Trustee.  The Board of
Trustees recommends a vote for the election of each nominee.

Functions  of  the  Board  of  Trustees.  The  primary  responsibility  for  the
management  of the Fund  rests with the Board of  Trustees.  The  Trustees  meet
regularly  to review the  activities  of the Fund and of the  Adviser,  which is
responsible for the Fund's  day-to-day  operations.  Six regular meetings of the
Trustees  were held during the fiscal year ended  October 31, 1998.  Each of the
Trustees was present for at least 75% of the  meetings  held of the Board and of
all committees on which that Trustee served; except that Mr. Galli and Mr. Spiro
were  present for four out of the six  meetings.  The  Trustees of the Fund have
appointed an Audit Committee, comprised of Messrs. Randall (Chairman), Lipstein,
and Regan,  none of whom is an  "interested  person" (as that term is defined in
the  Investment  Company Act) of the Adviser or the Fund.  The  functions of the
Committee  include  (i)  making  recommendations  to the  Board  concerning  the
selection  of  independent   auditors  for  the  Fund  (subject  to  shareholder
ratification);  (ii) reviewing the methods,  scope and results of audits and the
fees charged;  (iii)  reviewing the adequacy of the Fund's  internal  accounting
procedures and controls;  and (iv) establishing a separate line of communication
between  the Fund's  independent  auditors  and its  independent  Trustees.  The
Committee  met four times  during the fiscal year ended  October 31,  1998.  The
Board of Trustees does not have a standing nominating or compensation committee.

Remuneration  of Trustees The  officers of the Fund and certain  Trustees of the
Fund (Ms.  Macaskill and Mr. Spiro) who are affiliated  with the Adviser receive
no salary or fee from the Fund. The remaining  Trustees of the Fund received the
compensation  shown below.  The  compensation  from the Fund was paid during its
fiscal  year  ended  October  31,  1998.  The  compensation  from all of the New
York-based  Oppenheimer  funds  (including the Fund) was received as a director,
trustee  or member  of a  committee  of the  boards of those  funds  during  the
calendar year 1998.





                                                                           Total
                                                                    Compensation
                                             Retirement        from all
                                             Benefits          New York based
                           Aggregate         Accrued as Part   Oppenheimer
Trustee's Name             Compensation      of Fund           Funds (21
and Other Positions        from Fund1        Expenses          Funds)2

Leon Levy                                                                       
Chairman                        $17,906           $8,986           $162,600

Robert G. Galli                                                                 
Study Committee Member3         $3,369             None            $113,383

Benjamin Lipstein                                                               
Study Committee Chairman,                                                       
Audit Committee Member          $20,318           $12,608          $140,550

Elizabeth B. Moynihan                                                           
Study Committee Member          $5,431             None            $99,000

Kenneth A. Randall                                                              
Audit Committee Member          $10,921           $5,940           $90,800

Edward V. Regan                                                                 
Proxy Committee Chairman,                                                       
Audit Committee Member          $4,926             None            $89,800

Russell S. Reynolds, Jr.                                                        
Proxy Committee Member          $5,317            $1,631           $67,200
Pauline Trigere                 $7,496            $4,204           $60,000

Clayton K. Yeutter                                                              
Proxy Committee Member          $3,6864            None            $67,200

1. Aggregate  compensation  includes fees,  deferred  compensation,  in any, and
   retirement plan benefits accrued for a trustee.
2. For the 1998 calendar year.
3. Aggregate  compensation  from the Fund reflects fees from 1/1/98 to 10/31/98.
   Total  compensation  for the 1998 calendar year includes amounts received for
   serving as a Trustee or Director of 11 other Oppenheimer funds
4. Includes $635 deferred under Deferred Compensation Plan described below.

      |X| Retirement  Plan for Trustees.  The Fund has adopted a retirement plan
that  provides for payments to retired  Trustees.  Payments are up to 80% of the
average  compensation paid during a Trustee's five years of service in which the
highest  compensation  was received.  A Trustee must serve as trustee for any of
the New  York-based  Oppenheimer  funds for at least 15 years to be eligible for
the maximum  payment.  Each  Trustee's  retirement  benefits  will depend on the
amount of the Trustee's future compensation and length of service. Therefore the
amount of those benefits  cannot be determined at this time, nor can we estimate
the number of years of credited  service  that will be used to  determine  those
benefits.

      |X| Deferred  Compensation  Plan for  Trustees.  The Board of Trustees has
adopted a Deferred  Compensation  Plan for  disinterested  trustees that enables
them to elect to defer  receipt of all or a portion of the annual  fees they are
entitled to receive from the Fund. Under the plan, the compensation  deferred by
a Trustee  is  periodically  adjusted  as though an  equivalent  amount had been
invested in shares of one or more Oppenheimer funds selected by the Trustee. The
amount  paid to the  Trustee  under the plan will be  determined  based upon the
performance of the selected funds.

   Deferral  of  Trustees'  fees under the plan will not  materially  affect the
Fund's assets,  liabilities or net income per share.  The plan will not obligate
the Fund to retain the services of any Trustee or to pay any particular level of
compensation  to any Trustee.  Pursuant to an Order issued by the Securities and
Exchange  Commission,  the Fund may invest in the funds  selected by the Trustee
under  the  plan  without  shareholder  approval  for  the  limited  purpose  of
determining the value of the Trustee's deferred fee account.

Officers  of the Fund.  Each  officer of the Fund is elected by the  Trustees to
serve an annual  term.  Information  is given below  about the Fund's  executive
officers who are not Trustees of the Fund,  including their business  experience
during the past five years.  Messrs.  Bishop,  Bowen,  Donohue,  Farrar and Zack
serve in a similar capacity with the other New York-based Oppenheimer funds.

Arthur P. Steinmetz,  Vice President and Portfolio Manager,  Age:40. Senior Vice
President of the Adviser  (since March  1993);  an officer of other  Oppenheimer
funds.

Caleb Wong,  Portfolio Manager, Age: __.
Assistant  Vice  President  of the Adviser  (since  January  1997);  worked in
fixed-income  quantitative research and risk management for the Adviser (Since
July 1996) prior to which he was enrolled in the Ph.D.  program for  Economics
at the University of Chicago.
Andrew J. Donohue, Secretary; Age: 48
   Two World Trade Center,  34th Floor, New York, New York 10048-0203  Executive
   Vice President (since January 1993), General Counsel (since October 1991) and
   a Director (since  September  1995) of the Adviser;  Executive Vice President
   and General  Counsel (since  September  1993),  and a director (since January
   1992)  of  OppenheimerFunds  Distributor,  Inc.;  Executive  Vice  President,
   General  Counsel and a director of  HarbourView,  SSI,  SFSI and  Oppenheimer
   Partnership Holdings,  Inc. (since September 1995);  President and a director
   of  Centennial  (since  September  1995);  President,  General  Counsel and a
   director  of  Oppenheimer  Real Asset  Management,  Inc.  (since  July 1996);
   General  Counsel  (since May 1996) and  Secretary  (since April 1997) of OAC;
   Vice President and a director of OFIL and  Oppenheimer  Millennium  Funds plc
   (since October 1997); an officer of other Oppenheimer funds.

George C. Bowen, Treasurer; Age: 62
   6803 South Tucson Way, Englewood,  Colorado 80112
   Senior Vice President (since September 1987) and Treasurer (since March 1985)
   of the Adviser;  Vice President  (since June 1983) and Treasurer (since March
   1985) of  OppenheimerFunds  Distributor,  Inc.; Vice President (since October
   1989) and Treasurer (since April 1986) of HarbourView;  Senior Vice President
   (since  February  1992),  Treasurer  (since July 1991) and a director  (since
   December  1991)  of  Centennial;  President,  Treasurer  and  a  director  of
   Centennial  Capital   Corporation  (since  June  1989);  Vice  President  and
   Treasurer  (since August 1978) and Secretary  (since April 1981) of SSI; Vice
   President,  Treasurer and Secretary of SFSI (since November 1989);  Assistant
   Treasurer  of OAC (since March 1998);  Treasurer of  Oppenheimer  Partnership
   Holdings,  Inc.  (since  November  1989);  Vice  President  and  Treasurer of
   Oppenheimer Real Asset Management,  Inc. (since July 1996); Treasurer of OFIL
   and  Oppenheimer  Millennium  Fund plc  (since  October  1997);  a trustee or
   director and an officer of other Oppenheimer funds; formerly Treasurer of OAC
   (June 1990 - March 1998).

Robert J. Bishop, Assistant Treasurer; Age: 40
   6803 South Tucson Way, Englewood,  Colorado 80112
   Vice President of the  Adviser/Mutual  Fund  Accounting  (since May 1996); an
   officer of other Oppenheimer  funds;  formerly an Assistant Vice President of
   the  Adviser/Mutual  Fund  Accounting  (April  1994-May  1996),  and  a  Fund
   Controller for the Adviser.

Scott T. Farrar, Assistant Treasurer; Age: 33
   6803 South Tucson Way, Englewood,  Colorado 80112
   Vice  President  of the  Adviser/Mutual  Fund  Accounting  (since  May 1996);
   Assistant Treasurer of Oppenheimer Millennium Funds plc (since October 1997);
   an officer of other Oppenheimer  funds;  formerly an Assistant Vice President
   of the Adviser/Mutual Fund Accounting (April 1994-May 1996), and
   a Fund Controller for the Adviser.

Robert G. Zack, Assistant Secretary; Age: 50
   Two World Trade Center, 34th Floor, New York, New York 10048-0203 Senior Vice
   President (since May 1985) and Associate  General Counsel (since May 1981) of
   the Adviser,  Assistant  Secretary  of SSI (since May 1985),  and SFSI (since
   November 1989);  Assistant Secretary of Oppenheimer  Millennium Funds plc and
   OFIL (since October 1997); an officer of other Oppenheimer funds.



RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
(Proposal No. 1)

The  Investment   Company  Act  requires  that   independent   certified  public
accountants  and  auditors  ("auditors")  be  selected  annually by the Board of
Trustees  and  that  such  selection  be  ratified  by the  shareholders  at the
next-convened  annual meeting of the Fund, if one is held. The Board of Trustees
of the Fund,  including  a  majority  of the  Trustees  who are not  "interested
persons" (as defined in the Investment  Company Act) of the Fund or the Adviser,
at a meeting held October  7,1998  selected KPMG LLP ("KPMG") as auditors of the
Fund for the  fiscal  year  beginning  November  1,  1998.  KPMG also  serves as
auditors  for  certain  other  funds for which the  Adviser  acts as  investment
adviser.  At the Meeting,  a resolution will be presented for the  shareholders'
vote to ratify the  selection of KPMG as auditors.  Representatives  of KPMG are
not  expected  to be present at the  Meeting  but will be  available  should any
matter arise requiring their presence. The Board of Trustees recommends approval
of the selection of KPMG as auditors of the Fund.

                             Additional Information

The Adviser and the  Transfer  Agent.  Subject to the  authority of the Board of
Trustees, the Adviser is responsible for the day-to-day management of the Fund's
business,   pursuant  to  its  investment  advisory  agreement  with  the  Fund.
Shareholder Financial Services, Inc. ("SFSI"), a subsidiary of the Adviser, acts
as primary transfer agent, shareholder servicing agent and dividend paying agent
for the Fund. Fees paid to SFSI are based on the number of shareholder  accounts
and the  number  of  shareholder  transactions,  plus  out-of-pocket  costs  and
expenses.  The Fund  incurred  approximately  $54,062 in expenses for the fiscal
year ended October 31, 1998 for services provided by SFSI.

The Adviser (including  subsidiaries)  currently manages  investment  companies,
including other  Oppenheimer  funds,  with assets of more than $95 billion as of
December  31, 1998,  and with more than 4.0 million  shareholder  accounts.  The
Adviser is a wholly-owned subsidiary of Oppenheimer Acquisition Corp. ("OAC"), a
holding  company  controlled  by  Massachusetts  Mutual Life  Insurance  Company
("MassMutual").  The Adviser and OAC are located at Two World Trade  Center 34th
Floor,  New York,  New York 10048.  MassMutual  is located at 1295 State Street,
Springfield,  Massachusetts 01111. OAC acquired the Adviser on October 22, 1990.
As indicated  below,  the common  stock of OAC is owned by (i) certain  officers
and/or directors of the Adviser,  (ii) MassMutual and (iii) another investor. No
institution or person holds 5% or more of OAC's outstanding  common stock except
MassMutual. MassMutual has engaged in the life insurance business since 1851.

The common stock of OAC is divided into three classes. Effective as of August 1,
1997,  OAC  declared a ten for one stock  split.  At  December  31,  1998,  on a
post-split  basis,  MassMutual held (i) all of the 21,600,000  shares of Class A
voting  stock,  (ii)  8,667,670  shares  of  Class B  voting  stock,  and  (iii)
15,022,072 shares of Class C non-voting  stock.  This  collectively  represented
89.5% of the outstanding common stock and 85.0% of the voting power of OAC as of
that date.  Certain  officers and/or directors of the Adviser held (i) 2,156,060
shares of the Class B voting stock,  representing 7.2% of the outstanding common
stock and 10.3% of the voting  power,  and (ii)  options  acquired  without cash
payment which, when they become exercisable, allow the holders to purchase up to
5,170,889  shares of Class C non-voting  stock.  That group includes persons who
serve as officers of the Fund and Ms.  Macaskill  and Mr.  Donald W. Spiro,  who
serve as Trustees of the Fund.  Holders of OAC Class B and Class C common  stock
may put (sell) their shares and vested options to OAC or MassMutual at a formula
price  (based  on  earnings  of  the  Adviser).  MassMutual  may  exercise  call
(purchase)  options  on all  outstanding  shares of both such  classes of common
stock and vested  options at the same  formula  price.  From the period June 30,
1997 to December  31,  1998,  the only  transactions  on a  post-split  basis by
persons who serve as Trustees of the Fund were by Mr.  Spiro,  who sold  250,000
shares of Class B OAC common stock to MassMutual for an aggregate of $14,955,000
and Robert G.  Galli,  who sold  40,000  shares of Class B OAC  common  stock to
MassMutual  for an  aggregate of  $8,160,800.  Mr. Galli no longer holds any OAC
stock or options.

The names and principal  occupations  of the executive  officers and directors
of  the  Adviser  are as  follows:  Bridget  A.  Macaskill,  President,  Chief
Executive  Officer and a director;  Donald W. Spiro,  Chairman  Emeritus and a
director;  James C. Swain, Vice Chairman;  George Batejan,  Craig Dinsell,  O.
Leonard Darling, Barbara Hennigar, James Ruff and Loretta McCarthy,  Executive
Vice Presidents;  Andrew J. Donohue, Executive Vice President, General Counsel
and a director;  Robert C. Doll,  Executive Vice President,  Chief  Investment
Officer and a director;  Jeremy Griffiths,  Executive Vice President and Chief
Financial  Officer;  George C. Bowen,  Senior Vice  President  and  Treasurer;
Charles  Albers,  Peter M. Antos,  Victor Babin,  Robert A. Densen,  Ronald H.
Fielding,  Robert B. Grill,  Thomas W. Keffer,  John S. Kowalik,  David Negri,
Robert E. Patterson, Russell Read, Richard Rubinstein,  Arthur Steinmetz, John
Stoma,  Jerry A.  Webman,  William  L.  Wilby,  Robert G.  Zack and  Arthur J.
Zimmer,  Senior  Vice  Presidents.  These  officers  are located at one of the
four offices of the Adviser:  Two World Trade Center, 34th Floor, New York, NY
10048-0203;  6803 South  Tucson Way,  Englewood,  CO 80112;  350 Linden  Oaks,
Rochester,  NY 14625-2807 and One Financial Plaza, 755 Main Street,  Hartford,
CT 06103.

The   Administrator.    Mitchell   Hutchins   Asset   Management   Inc.   (the
"Administrator")   serves  as  the  Fund's   Administrator   pursuant   to  an
Administration  Agreement between the Fund and the Administrator.  The address
of the  Administrator,  an  affiliate of Paine  Webber  Incorporated,  is 1285
Avenue of the Americas, New York, New York 10019.

                        RECEIPT OF SHAREHOLDER PROPOSALS

Any  shareholder  who wishes to present a proposal for action at the next annual
meeting of shareholders and who wishes to have it set forth in a proxy statement
and identified in the form of proxy prepared by the Fund must notify the Fund in
such a manner so that such  notice is  received  by the Fund by December 1, 1999
and in such form as is required under the rules and  regulations  promulgated by
the Securities and Exchange Commission.

                                 OTHER BUSINESS

Management  of the Fund knows of no business  other than the  matters  specified
above that will be presented at the Meeting. Since matters not known at the time
of the solicitation may come before the Meeting,  the proxy as solicited confers
discretionary authority with respect to such matters as may properly come before
the Meeting,  including any adjournment or adjournments  thereof,  and it is the
intention  of the persons  named as  attorneys-in-fact  in the proxy to vote the
proxy in accordance with their judgment on such matters.

                                    By Order of the Board of Trustees,


                                    Andrew J. Donohue, Secretary
                                    March 5,1999






                      OPPENHEIMER MULTI-SECTOR INCOME TRUST
         PROXY FOR ANNUAL SHAREHOLDERS MEETING TO BE HELD APRIL 29, 1999

Your shareholder vote is important!

Your prompt response can save your Fund the expense of another mailing.

Please  mark your  proxy on the  reverse  side,  date and sign it, and return it
promptly in the  accompanying  envelope,  which requires no postage if mailed in
the United States.

                  Please detach at perforation before mailing.
- --------------------------------------------------------------------

Oppenheimer Multi-Sector Income Trust
Proxy for Annual Shareholders Meeting to be held April 29, 1999

The  undersigned  shareholder  of  Oppenheimer  Multi-Sector  Income  Trust (the
"Fund") does hereby appoint  Robert Bishop,  Andrew J. Donohue and Scott Farrar,
and each of them, as attorneys-in-fact and proxies of the undersigned, with full
power of substitution,  to attend the Annual Meeting of Shareholders of the Fund
to be held April 29, 1999 at 6803 South Tucson Way, Englewood, Colorado 80112 at
11:30 A.M., Denver time, and at all adjournments thereof, and to vote the shares
held in the name of the  undersigned on the record date for said meeting for the
election of Trustees and on the Proposal  specified  on the reverse  side.  Said
attorneys-in-fact  shall vote in  accordance  with their best judgment as to any
other matter.

PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES,  WHICH RECOMMENDS A VOTE FOR
THE  ELECTION OF ALL  NOMINEES  FOR TRUSTEE AND FOR THE  PROPOSAL ON THE REVERSE
SIDE.  THE SHARES  REPRESENTED  HEREBY WILL BE VOTED AS INDICATED ON THE REVERSE
SIDE OR FOR IF NO CHOICE IS INDICATED.

                                      OVER
                                       680





Oppenheimer  Multi-Sector Income Trust/Proxy for Annual Shareholders  Meeting to
be held April 29, 1999.

Your shareholder vote is important!

Your prompt response can save your Fund money.
Please  vote,  sign and mail  your  proxy  ballot  (this  card) in the  enclosed
postage-paid  envelope  today,  no matter how many shares you own. A majority of
the Fund's shares must be  represented  in person or by proxy.  Please vote your
proxy so your Fund can avoid the expense of another mailing.
                   Please detach at perforation before mailing.
1.  Election of Trustees

A)    Elizabeth B. Moynihan
B)    Donald W. Spiro
C)    Pauline Trigere

    _______FOR all nominees listed              ___ WITHHOLD AUTHORITY
    except as marked to the contrary.                 to vote for all
nominees
    Instruction: To withhold authority to
    vote for any individual nominee, line
    out that nominee's name at left.

2.  Ratification of selection of KPMG as independent auditors (Proposal No. 1)

            FOR____           AGAINST____       ABSTAIN____


NOTE:  PLEASE  SIGN  EXACTLY AS YOUR  NAME(S)  APPEAR  HEREON.  When  signing as
custodian,  attorney, executor,  administrator,  trustee, etc., please give your
full title as such.  All joint owners should sign this proxy.  If the account is
registered in the name of a  corporation,  partnership  or other entity,  a duly
authorized  individual  must sign on behalf of such  entity  and give his or her
title.
                              Dated:      _____________________, 1999
                                          (Month)          (Day)


                                  Signature(s)



                                  Signature(s)

                                 Please read both sides of this ballot.


680

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