AMENDMENT NO. 1

                                                  To the

                                     OPPENHEIMER CHAMPION INCOME FUND

                                                 BY-LAWS

     This  Amendment  Number 1 is made as of October  23, 2001 to the By-Laws of
Oppenheimer Champion Income Fund (the "Trust"), dated as of October 24, 2000.

     WHEREAS,  the  Trustees,  acting  pursuant  to Article  VII, of the Trust's
By-Laws  dated  October 24, 2000,  desire to amend Article III of the By-Laws by
adding a  provision  which  would end the  tenure of a Board  member  who is the
president,  chairman,  or chief executive  officer of the investment  adviser if
such Board member ceases to hold any such office.

     NOW, THEREFORE, the Trust's By-Laws are amended as follows:

     Article  III of the  Trust's  By-Laws is  amended  by adding the  following
language as new Section 4.

     Section 4. Investment Adviser President,  Chairman,  and/or CEO. The person
who is the  president,  chairman  or the chief  executive  officer  or holds the
equivalent  office of the duly appointed and acting  investment  adviser for the
Trust  shall be a  Trustee  of the  Trust if  elected  to said  position  by the
Trustees.  Said person shall  automatically  cease to be qualified to serve as a
Trustee  at the time  said  person is no longer  the  chief  executive  officer,
chairman,  president  or  equivalent  officer of the duly  appointed  and acting
investment  adviser for the Trust,  and thereupon said person shall  immediately
cease to be a Trustee  without  any further  action  required on the part of the
remaining Trustees or the shareholders to remove said Trustee from office.  This
bylaw provision may be amended or revoked at any time and from time to time by a
majority  of the  Trustees  who  are not  "interested  persons"  or  "affiliated
persons" of the Trust as those terms are defined in the  Investment  Company Act
of 1940.