AMENDED AND RESTATED

                          SERVICE PLAN AND AGREEMENT

                                     with

                      OppenheimerFunds Distributor, Inc.

                            For Class A Shares of

                         Oppenheimer Equity Fund, Inc.

This Amended and  Restated  SERVICE  PLAN AND  AGREEMENT  (the "Plan") is dated as of
the 26th day of April,  2004,  by and between  Oppenheimer  Equity  Fund,  Inc.  (the
"Fund") and OppenheimerFunds Distributor, Inc. (the "Distributor").

1.    The  Plan.  This  Plan is the  Fund's  written  service  plan  for its  Class A
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Shares  described  in the  Fund's  registration  statement  as of the date  this Plan
takes  effect,  contemplated  by and to comply with Rule 2830 of the Conduct Rules of
the National  Association  of Securities  Dealers,  Inc.,  pursuant to which the Fund
will  reimburse  the  Distributor  for a portion of its costs  incurred in connection
with the personal service and maintenance of shareholder  accounts  ("Accounts") that
hold  Class A Shares  (the  "Shares")  of the  Fund.  The Fund  may be  deemed  to be
acting as  distributor  of  securities  of which it is the  issuer,  pursuant to Rule
12b-1 under the  Investment  Company Act of 1940 (the "1940  Act"),  according to the
terms  of  this  Plan.  The   Distributor  is  authorized   under  the  Plan  to  pay
"Recipients,"   as  hereinafter   defined,   for  rendering   services  and  for  the
maintenance  of Accounts.  Such  Recipients  are  intended to have certain  rights as
third-party beneficiaries under this Plan.

2.    Definitions.  As used  in  this  Plan,  the  following  terms  shall  have  the
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following meanings:

      (a)   "Recipient"  shall mean any  broker,  dealer,  bank or other  institution
      which:  (i) has rendered  services in connection with the personal  service and
      maintenance of Accounts;  (ii) shall furnish the  Distributor (on behalf of the
      Fund) with such  information as the  Distributor  shall  reasonably  request to
      answer such  questions  as may arise  concerning  such  service;  and (iii) has
      been  selected  by  the  Distributor  to  receive   payments  under  the  Plan.
      Notwithstanding  the  foregoing,  a majority of the Fund's  Board of  Directors
      (the  "Board")  who are not  "interested  persons" (as defined in the 1940 Act)
      and who have no direct or  indirect  financial  interest  in the  operation  of
      this  Plan  or in any  agreements  relating  to  this  Plan  (the  "Independent
      Directors")  may remove any  broker,  dealer,  bank or other  institution  as a
      Recipient,  whereupon such entity's rights as a third-party  beneficiary hereof
      shall terminate.

      (b)   "Qualified  Holdings"  shall mean, as to any Recipient,  all Shares owned
      beneficially  or of record by: (i) such  Recipient,  or (ii) such  brokerage or
      other  customers,  or investment  advisory or other  clients of such  Recipient
      and/or  accounts as to which such  Recipient  is a fiduciary  or  custodian  or
      co-fiduciary or co-custodian (collectively,  the "Customers"),  but in no event
      shall any such Shares be deemed owned by more than one  Recipient  for purposes
      of this  Plan.  In the event  that two  entities  would  otherwise  qualify  as
      Recipients as to the same Shares,  the Recipient  which is the dealer of record
      on the  Fund's  books  shall be deemed  the  Recipient  as to such  Shares  for
      purposes of this Plan.

3.    Payments.
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      (a)   Under the Plan,  the Fund will make payments to the  Distributor,  within
      forty-five  (45) days of the end of each  calendar  quarter,  in the  amount of
      the  lesser  of:  (i)  0.25% on an  annual  basis  of the  average  during  the
      calendar  quarter of the aggregate  net asset value of the Shares,  computed as
      of the close of each business day, or (ii) the  Distributor's  actual  expenses
      under  the  Plan  for  that  quarter  of  the  type   approved  by  the  Board.
      Notwithstanding  the  foregoing,  the  Fund  will  not  make  payments  to  the
      Distributor in excess of the amount the  Distributor  pays to  Recipients.  The
      Distributor  will use  such fee  received  from  the  Fund in its  entirety  to
      reimburse  itself for  payments to  Recipients  and for its other  expenditures
      and costs of the type  approved by the Board  incurred in  connection  with the
      personal  service and  maintenance of Accounts  including,  but not limited to,
      the services  described in the following  paragraph.  The  Distributor may make
      Plan  payments to any  "affiliated  person" (as defined in the 1940 Act) of the
      Distributor if such affiliated person qualifies as a Recipient.

            The  services  to be  rendered  by  the  Distributor  and  Recipients  in
      connection  with the  personal  service and the  maintenance  of  Accounts  may
      include,  but  shall  not be  limited  to,  the  following:  answering  routine
      inquiries from the Recipient's  customers  concerning the Fund,  providing such
      customers  with  information  on their  investment in Shares,  assisting in the
      establishment  and maintenance of accounts or sub-accounts in the Fund,  making
      the  Fund's  investment  plans and  dividend  payment  options  available,  and
      providing  such  other  information  and  customer  liaison  services  and  the
      maintenance  of  Accounts  as  the  Distributor  or  the  Fund  may  reasonably
      request.   It  may  be  presumed  that  a  Recipient   has  provided   services
      qualifying  for  compensation  under the Plan if it has  Qualified  Holdings of
      Shares to  entitle it to  payments  under the Plan.  In the event  that  either
      the   Distributor   or  the  Board   should  have   reason  to  believe   that,
      notwithstanding  the  level  of  Qualified  Holdings,  a  Recipient  may not be
      rendering  appropriate  services,  then the Distributor,  at the request of the
      Board,  shall  require  the  Recipient  to  provide a  written  report or other
      information  to verify that said  Recipient is providing  appropriate  services
      in  this  regard.  If the  Distributor  still  is not  satisfied,  it may  take
      appropriate  steps to terminate the Recipient's  status as such under the Plan,
      whereupon such entity's  rights as a third-party  beneficiary  hereunder  shall
      terminate.







            Payments  received by the  Distributor  from the Fund under the Plan will
      not be used to pay any interest  expense,  carrying  charges or other financial
      costs, or allocation of overhead by the  Distributor,  or for any other purpose
      other than for the payments  described  in this  Section 3. The amount  payable
      to  the   Distributor   each  quarter  will  be  reduced  to  the  extent  that
      reimbursement  payments  otherwise  permissible  under  the Plan  have not been
      authorized by the Board for that quarter.  Any unreimbursed  expenses  incurred
      for any quarter by the Distributor may not be recovered in later periods.

(b)   The  Distributor  shall  make  payments  to  any  Recipient  quarterly,  within
      forty-five  (45)  days of the end of each  calendar  quarter,  at a rate not to
      exceed 0.25% on an annual basis of the average  during the calendar  quarter of
      the  aggregate  net asset value of the Shares  computed as of the close of each
      business  day, of Qualified  Holdings  owned  beneficially  or of record by the
      Recipient  or by its  Customers.  However,  no such  payments  shall be made to
      any  Recipient  for any such  quarter in which its  Qualified  Holdings  do not
      equal or exceed,  at the end of such  quarter,  the  minimum  amount  ("Minimum
      Qualified  Holdings"),  if any,  to be set from time to time by a  majority  of
      the Independent Directors.

            Alternatively,  the  Distributor  may,  at  its  sole  option,  make  the
      following  service fee payments to any Recipient  quarterly,  within forty-five
      (45)  days  of the end of each  calendar  quarter:  (A)  "Advance  Service  Fee
      Payments"  at a rate not to exceed  0.25% of the  average  during the  calendar
      quarter of the  aggregate  net asset value of Shares,  computed as of the close
      of business on the day such Shares are sold,  constituting  Qualified Holdings,
      sold by the Recipient  during that quarter and owned  beneficially or of record
      by the Recipient or by its  Customers,  plus (B) service fee payments at a rate
      not to exceed  0.25% on an annual  basis of the  average  during  the  calendar
      quarter of the  aggregate  net asset value of Shares,  computed as of the close
      of each business day,  constituting  Qualified  Holdings owned  beneficially or
      of record by the  Recipient or by its  Customers  for a period of more than one
      (1) year. At the  Distributor's  sole option,  Advance Service Fee Payments may
      be made more often than  quarterly,  and  sooner  than the end of the  calendar
      quarter.  In the event  Shares are  redeemed  less than one year after the date
      such  Shares  were  sold,  the  Recipient  is  obligated  to and will repay the
      Distributor  on  demand  a  pro  rata  portion  of  such  Advance  Service  Fee
      Payments,  based on the  ratio of the time  such  Shares  were  held to one (1)
      year.

            A majority of the  Independent  Directors may at any time or from time to
      time  increase or decrease  and  thereafter  adjust the rate of fees to be paid
      to the  Distributor or to any  Recipient,  but not to exceed the rate set forth
      above,  and/or increase or decrease the number of shares  constituting  Minimum
      Qualified  Holdings.  The  Distributor  shall  notify  all  Recipients  of  the
      Minimum  Qualified  Holdings and the rate of payments  hereunder  applicable to
      Recipients,  and shall  provide  each  Recipient  with  written  notice  within
      thirty  (30) days  after  any  change in these  provisions.  Inclusion  of such
      provisions  or a change  in such  provisions  in a revised  current  prospectus
      shall constitute sufficient notice.

      (c)   Under   the  Plan,   payments   may  be  made  to   Recipients:   (i)  by
      OppenheimerFunds,  Inc.  ("OFI")  from its own  resources  (which  may  include
      profits  derived from the advisory fee it receives  from the Fund),  or (ii) by
      the Distributor (a subsidiary of OFI), from its own resources.

4.    Selection  and  Nomination  of  Directors.  While this Plan is in  effect,  the
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selection  or  replacement  of  Independent  Directors  and the  nomination  of those
persons to be  Directors  of the Fund who are not  "interested  persons"  of the Fund
shall be committed to the  discretion of the  Independent  Directors.  Nothing herein
shall  prevent  the   Independent   Directors  from   soliciting  the  views  or  the
involvement  of others in such  selection or nomination if the final  decision on any
such   selection  and   nomination  is  approved  by  a  majority  of  the  incumbent
Independent Directors.

5.    Reports.  While  this  Plan is in  effect,  the  Treasurer  of the  Fund  shall
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provide  at least  quarterly  a written  report to the Fund's  Board for its  review,
detailing  the  aggregate  amount  of  payments  made  pursuant  to this Plan and the
purposes  for which the  payments  were made.  The report  shall  state  whether  all
provisions  of  Section  3 of this  Plan have been  complied  with.  The  Distributor
shall annually  certify to the Board the amount of its total  expenses  incurred that
year  with  respect  to  the  personal   service  and   maintenance  of  Accounts  in
conjunction with the Board's annual review of the continuation of the Plan.







6.    Related  Agreements.  Any  agreement  related  to this Plan shall be in writing
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and shall provide  that:  (i) such  agreement may be terminated at any time,  without
payment of any penalty,  by vote of a majority of the  Independent  Directors or by a
vote of the  holders  of a  "majority"  (as  defined  in the 1940 Act) of the  Fund's
outstanding  voting  securities  of the Class,  on not more than  sixty days  written
notice to any other party to the agreement;  (ii) such agreement shall  automatically
terminate  in the event of its  "assignment"  (as defined in the 1940 Act);  (iii) it
shall  go into  effect  when  approved  by a vote of the  Board  and its  Independent
Directors  cast in person  at a  meeting  called  for the  purpose  of voting on such
agreement;  and (iv) it shall,  unless  terminated  as herein  provided,  continue in
effect from year to year only so long as such  continuance is  specifically  approved
at least  annually  by the Board and its  Independent  Directors  cast in person at a
meeting called for the purpose of voting on such continuance.

7.    Effectiveness,  Continuation,  Termination  and  Amendment.  This Plan has been
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approved by a vote of the  Independent  Directors  cast in person at a meeting called
on April 26,  2004,  for the  purpose of voting on this Plan.  Unless  terminated  as
hereinafter  provided,  it shall  continue  in effect  until  renewed by the Board in
accordance  with the Rule  and  thereafter  from  year to year  thereafter  or as the
Board  may  otherwise  determine  only so long as such  continuance  is  specifically
approved  at least  annually  by the Board and its  Independent  Directors  by a vote
cast in person at a meeting  called for the  purpose  of voting on such  continuance.
This Plan may be  terminated  at any time by vote of a  majority  of the  Independent
Directors  or by the vote of the  holders  of a  "majority"  (as  defined in the 1940
Act) of the Fund's  outstanding  voting  securities  of Class A. This Plan may not be
amended to increase  materially  the amount of payments to be made  without  approval
of the  Class A  Shareholders,  in the  manner  described  above,  and  all  material
amendments must be approved by a vote of the Board and of the Independent Directors.

                              Oppenheimer Equity Fund, Inc.



                              By: /s/ Robert G. Zack
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                                     Robert G. Zack,
                                      Vice President and Secretary

                              OppenheimerFunds Distributor, Inc.



                                          By: /s/ James H. Ruff
                                           ---------------------
                                                James H. Ruff
                                                President