N-CSR

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES

Investment Company Act file number 811-09333

Oppenheimer Main Street Small Cap Fund

(Exact name of registrant as specified in charter)

6803 South Tucson Way, Centennial, Colorado 80112-3924

(Address of principal executive offices) (Zip code)

Robert G. Zack, Esq.
OppenheimerFunds, 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: June 30

Date of reporting period: 06/30/2008

Item 1. Reports to Stockholders.

June 30, 2008 Oppenheimer            Management Main Street            Commentaries and Small Cap Fund^® Annual Report M A N A G E M E N T C O M M E N TA R I E S Market Recap and Outlook Listing of Top Holdings A N N U A L R E P O RT Fund Performance Discussion Listing of Investments Financial Statements

TOP HOLDINGS AND ALLOCATIONS

Top Ten Common Stock Holdings
Big Lots, Inc.	0.5	%
Massey Energy Co.	0.5
GrafTech International Ltd.	0.4
Gardner Denver, Inc.	0.4
Aeropostale, Inc.	0.4
Schnitzer Steel Industries, Inc.	0.4
DRS Technologies, Inc.	0.4
Sims Group Ltd., Sponsored ADR	0.4
CF Industries Holdings, Inc.	0.4
Oil States International, Inc.	0.4

Portfolio holdings and allocations are subject to change. Percentages are as of June 30, 2008, and are based on net assets.

Top Ten Common Stock Industries
Insurance	6.4	%
Machinery	5.5
Commercial Services & Supplies	5.2
Semiconductors & Semiconductor Equipment	5.0
Oil, Gas & Consumable Fuels	4.9
Software	4.6
Energy Equipment & Services	4.3
Chemicals	4.2
Specialty Retail	3.6
Electronic Equipment & Instruments	3.6

Portfolio holdings and allocations are subject to change. Percentages are as of June 30, 2008, and are based on net assets.

8 | OPPENHEIMER MAIN STREET SMALL CAP FUND

9 | OPPENHEIMER MAIN STREET SMALL CAP FUND

FUND PERFORMANCE DISCUSSION

How has the Fund performed? Below is a discussion by OppenheimerFunds, Inc., of the Fund’s performance during its fiscal year ended June 30, 2008, followed by a graphical comparison of the Fund’s performance to an appropriate broad-based market index.

Management’s Discussion of Fund Performance. In a challenging investment environment characterized by a weakening U.S. economy and a persistent credit crisis in fixed-income markets, our top-down market capitalization model indicated that mid-cap companies were likely to produce better results than their small- and micro-cap counterparts. An overweighted position among mid-cap stocks proved favorable for the Fund’s relative performance, as the mid-cap stocks held up well compared to micro-cap stocks, which posted steep declines.

     However, the positive impact of our market-cap allocations were offset by less favorable results from our bottom-up stock selection models, which consider momentum and value criteria, among other factors, in assigning allocations to individual stocks. Over much of the reporting period, value factors proved to be a relatively ineffective predictor of performance among the Fund’s mid-cap holdings. Instead, momentum factors dominated, as richly valued stocks with good earnings growth generally outperformed.

     The Fund’s stock selections were particularly disappointing in the industrials, information technology and consumer discretionary sectors, where companies suffered from concerns that businesses and consumers would reduce spending on purchases of technology-related products and services in the struggling economy. While the Fund maintained a significantly underweighted position in the hard-hit financials sector, steep declines among financial stocks nonetheless had a materially negative impact on the Fund’s relative performance. On a more positive note, overweighted positions and strong stock selections in the materials and energy sectors contributed positively to the Fund’s relative performance.

     Over the course of the reporting period, we made several changes to the Fund’s quantitative models in an effort to make them more effective when economic and market conditions deviate significantly from historical averages. These refinements were implemented in the spring, when it became clear that the economic downturn and credit crisis were intensifying.

     As of the end of the reporting period, we have maintained our modestly overweighted exposure to mid-cap stocks, but recently pared back that position, redeploying assets to small-cap stocks. Our stock selection models have assigned higher rankings, on average, to information technology, industrials and materials stocks, while health care and financial stocks generally tended to receive lower rankings. We will continue to closely monitor the financial markets and the performance of our quantitative models.

10 | OPPENHEIMER MAIN STREET SMALL CAP FUND

Comparing the Fund’s Performance to the Market. The graphs that follow show the performance of a hypothetical $10,000 investment in each class of shares of the Fund held until June 30, 2008. In the case of Class A, Class B, Class C and Class Y shares, performance is measured from inception of the classes on August 2, 1999. In the case of Class N shares, performance is measured from inception of the class on March 1, 2001. The Fund’s performance reflects the deduction of the maximum initial sales charge on Class A shares, the applicable contingent deferred sales charge on Class B, Class C and Class N shares, and reinvestments of all dividends and capital gains distributions. Past performance cannot guarantee future results.

     The Fund’s performance is compared to the performance of the Russell 2000 Index. Index performance reflects the reinvestment of income but does not consider the effect of transaction costs, and none of the data in the graphs shows the effect of taxes. The Fund’s performance reflects the effects of the Fund’s business and operating expenses. While index comparisons may be useful to provide a benchmark for the Fund’s performance, it must be noted that the Fund’s investments are not limited to the investments in the index.

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FUND PERFORMANCE DISCUSSION

12 | OPPENHEIMER MAIN STREET SMALL CAP FUND

The performance data quoted represents past performance, which does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance quoted. For performance data current to the most recent month end, visit us at www.oppenheimerfunds.com, or call us at 1.800.525.7048. Fund returns include changes in share price, reinvested distributions, and the applicable sales charge: for Class A shares, the current maximum initial sales charge of 5.75%; for Class B shares, the contingent deferred sales charge of 5% (1-year) and 2% (5-year); and for Class C and N shares, the contingent 1% deferred sales charge for the 1-year period. There is no sales charge for Class Y shares. Because Class B shares convert to Class A shares 72 months after purchase, the “since inception” return for Class B does not include any contingent sales charges on redemption and uses Class A performance for the period after conversion. See page 17 for further information.

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FUND PERFORMANCE DISCUSSION

14 | OPPENHEIMER MAIN STREET SMALL CAP FUND

The performance data quoted represents past performance, which does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance quoted. For performance data current to the most recent month end, visit us at www.oppenheimerfunds.com, or call us at 1.800.525.7048. Fund returns include changes in share price, reinvested distributions, and the applicable sales charge: for Class A shares, the current maximum initial sales charge of 5.75%; for Class B shares, the contingent deferred sales charge of 5% (1-year) and 2% (5-year); and for Class C and N shares, the contingent 1% deferred sales charge for the 1-year period. There is no sales charge for Class Y shares. Because Class B shares convert to Class A shares 72 months after purchase, the “since inception” return for Class B does not include any contingent sales charges on redemption and uses Class A performance for the period after conversion. See page 17 for further information.

15 | OPPENHEIMER MAIN STREET SMALL CAP FUND

FUND PERFORMANCE DISCUSSION

The performance data quoted represents past performance, which does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance quoted. For performance data current to the most recent month end, visit us at www.oppenheimerfunds.com, or call us at 1.800.525.7048. Fund returns include changes in share price, reinvested distributions, and the applicable sales charge: for Class A shares, the current maximum initial sales charge of 5.75%; for Class B shares, the contingent deferred sales charge of 5% (1-year) and 2% (5-year); and for Class C and N shares, the contingent 1% deferred sales charge for the 1-year period. There is no sales charge for Class Y shares. Because Class B shares convert to Class A shares 72 months after purchase, the “since inception” return for Class B does not include any contingent sales charges on redemption and uses Class A performance for the period after conversion. See page 17 for further information.

16 | OPPENHEIMER MAIN STREET SMALL CAP FUND

NOTES

Total returns and the ending account values in the graphs include changes in share price and reinvestment of dividends and capital gains distributions in a hypothetical investment for the periods shown. The Fund’s total returns shown do not reflect the deduction of income taxes on an individual’s investment. Taxes may reduce your actual investment returns on income or gains paid by the Fund or any gains you may realize if you sell your shares.

Investors should consider the Fund’s investment objectives, risks, and other charges and expenses carefully before investing. The Fund’s prospectus contains this and other information about the Fund, and may be obtained by asking your financial advisor, calling us at 1.800.525.7048 or visiting our website at www.oppenheimerfunds.com. Read the prospectus carefully before investing.

The Fund’s investment strategy and focus can change over time. The mention of specific fund holdings does not constitute a recommendation by OppenheimerFunds, Inc.

Class A shares of the Fund were first publicly offered on 8/2/99. Unless otherwise noted, Class A returns include the current maximum initial sales charge of 5.75%.

Class B shares of the Fund were first publicly offered on 8/2/99. Unless otherwise noted, Class B returns include the applicable contingent deferred sales charge of 5% (1-year) and 2% (5-year). Because Class B shares convert to Class A shares 72 months after purchase, the “since inception” return for Class B does not include any contingent sales charges on redemption and uses Class A performance for the period after conversion. Class B shares are subject to an annual 0.75% asset-based sales charge.

Class C shares of the Fund were first publicly offered on 8/2/99. Unless otherwise noted Class C returns include the contingent deferred sales charge of 1% for the 1-year period. Class C shares are subject to an annual 0.75% asset-based sales charge.

Class N shares of the Fund were first publicly offered on 3/1/01. Class N shares are offered only through retirement plans. Unless otherwise noted, Class N returns include the contingent deferred sales charge of 1% for the 1-year period. Class N shares are subject to an annual 0.25% asset-based sales charge.

17 | OPPENHEIMER MAIN STREET SMALL CAP FUND

NOTES

Class Y shares of the Fund were first publicly offered on 8/2/99. Class Y shares are offered only to certain institutional investors under a special agreement with the Distributor, and to present or former officers, directors, trustees or employees (and their eligible family members) of the Fund, the Manager, its affiliates, its parent company and the subsidiaries of its parent company, and retirement plans established for the benefit of such individuals.

An explanation of the calculation of performance is in the Fund’s Statement of Additional Information.

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FUND EXPENSES

Fund Expenses. As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions; and redemption fees (if applicable); and (2) ongoing costs, including management fees; distribution and service fees; and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000.00 invested at the beginning of the period and held for the entire 6-month period ended June 30, 2008.

Actual Expenses. The first section of the table provides information about actual account values and actual expenses. You may use the information in this section for the class of shares you hold, together with the amount you invested, to estimate the expense that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600.00 account value divided by $1,000.00 = 8.60), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes. The second section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio for each class of shares, and an assumed rate of return of 5% per year for each class before expenses, which is not the actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example for the class of shares you hold with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as front-end or contingent deferred sales charges (loads), or a $12.00 fee imposed annually on accounts valued at less than $500.00 (subject to exceptions described in

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FUND EXPENSES Continued

the Statement of Additional Information). Therefore, the “hypothetical” section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning		Ending		Expenses
	Account		Account		Paid During
	Value		Value		6 Months Ended
Actual	January 1, 2008		June 30, 2008		June 30, 2008
Class A	$	1,000.00	$	906.20	$	5.90
Class B		1,000.00		903.00		9.37
Class C		1,000.00		903.50		9.08
Class N		1,000.00		905.40		6.85
Class Y		1,000.00		908.40		3.76
Hypothetical
(5% return before expenses)
Class A		1,000.00		1,018.70		6.24
Class B		1,000.00		1,015.07		9.92
Class C		1,000.00		1,015.37		9.62
Class N		1,000.00		1,017.70		7.25
Class Y		1,000.00		1,020.93		3.98

Expenses are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period). Those annualized expense ratios, excluding indirect expenses from affiliated fund, based on the 6-month period ended June 30, 2008 are as follows:

Class	Expense Ratios
Class A		1.24	%
Class B		1.97
Class C		1.91
Class N		1.44
Class Y		0.79

The expense ratios reflect reduction to custodian expenses and voluntary waivers or reimbursements of expenses by the Fund’s Manager and Transfer Agent that can be terminated at any time, without advance notice. The “Financial Highlights” tables in the Fund’s financial statements, included in this report, also show the gross expense ratios, without such waivers or reimbursements and reduction to custodian expenses, if applicable.

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STATEMENT OF INVESTMENTS June 30, 2008

	Shares		Value
Common Stocks—99.6%
Consumer Discretionary—13.6%
Auto Components—1.0%
American Axle & Manufacturing Holdings, Inc.1		605,600	$	4,838,744
Amerigon, Inc.1,2		17,300		123,003
ArvinMeritor, Inc.1		129,900		1,621,152
ATC Technology Corp.1,2		99,500		2,316,360
Autoliv, Inc.		162,000		7,552,440
Borg-Warner Automotive, Inc.		14,400		639,072
Cooper Tire & Rubber Co.1		212,820		1,668,509
Drew Industries, Inc.1,2		111,200		1,773,640
Exide Technologies1,2		252,700		4,235,252
Fuel Systems Solutions, Inc.1,2		58,600		2,256,100
Gentex Corp.		382,500		5,523,300
Lear Corp.1,2		622,000		8,819,960
Shiloh Industries, Inc.		16,900		158,691
Stoneridge, Inc.2		177,900		3,034,974
Tenneco, Inc.1,2		314,900		4,260,597
TRW Automotive Holdings Corp.2		184,200		3,402,174
WABCO Holdings, Inc.		10,700		497,122
				52,721,090
Automobiles—0.2%
Thor Industries, Inc.1		375,000		7,972,500
Distributors—0.1%
Core-Mark Holding Co., Inc.1,2		19,600		513,520
LKQ Corp.1,2		277,400		5,012,618
				5,526,138
Diversified Consumer Services—0.7%
Capella Education Co.1,2		59,030		3,521,140
Coinstar, Inc.1,2		175,400		5,737,334
DeVry, Inc.		204,800		10,981,376
Hillenbrand, Inc.		12,000		256,800
K12, Inc.1,2		6,510		139,509
Learning Tree International, Inc.1,2		5,000		85,500
Matthews International Corp., Cl. A1		91,700		4,150,342
Noah Education Holdings Ltd., ADR2		133,220		719,388
Regis Corp.		178,900		4,714,015
Service Corp. International		378,000		3,727,080
Steiner Leisure Ltd.2		52,989		1,502,238
Stewart Enterprises, Inc.1		430,500		3,099,600
Strayer Education, Inc.		4,200		878,094
				39,512,416
Hotels, Restaurants & Leisure—1.4%
Ambassadors Group, Inc.1		9,200		137,264
Bally Technologies, Inc.2		106,700		3,606,460
Bob Evans Farms, Inc.1		471,100		13,473,460
Brinker International, Inc.1		490,800		9,276,120
CBRL Group, Inc.1		278,026		6,814,417
CEC Entertainment, Inc.1,2		182,300		5,106,223
Churchill Downs, Inc.1		16,800		585,816
Denny’s Corp.1,2		913,500		2,594,340
International Speedway Corp.		92,400		3,606,372
Jack in the Box, Inc.1,2		311,700		6,985,197
Krispy Kreme Doughnuts, Inc.2		129,600		646,704
Marcus Corp. (The)		63,600		950,820
Papa John’s International, Inc.1,2		149,757		3,982,039

F1 | OPPENHEIMER MAIN STREET SMALL CAP FUND

STATEMENT OF INVESTMENTS Continued

	Shares		Value
Hotels, Restaurants & Leisure Continued
Riviera Holdings Corp.2		4,600	$	46,690
Speedway Motorsports, Inc.1		66,500		1,355,270
WMS Industries, Inc.1,2		332,300		9,892,571
Wyndham Worldwide Corp.		334,200		5,985,522
				75,045,285
Household Durables—1.2%
American Greetings Corp., Cl. A1		694,200		8,566,428
Blyth, Inc.1		336,400		4,046,892
Cavco Industries, Inc.1,2		21,500		703,695
Centex Corp.		12,500		167,125
Champion Enterprises, Inc.1,2		1,003,200		5,868,720
CSS Industries, Inc.1		72,392		1,753,334
Ethan Allen Interiors, Inc.1		96,700		2,378,820
Furniture Brands International, Inc.1		300,100		4,009,336
Helen of Troy Ltd.1,2		176,600		2,846,792
Hooker Furniture Corp.1		143,000		2,476,760
La-Z-Boy, Inc.1		214,000		1,637,100
Lennar Corp., Cl. A1		478,500		5,904,690
National Presto Industries, Inc.1		29,700		1,906,146
NVR, Inc.1,2		17,500		8,751,400
Ryland Group, Inc. (The)		401,700		8,761,077
Snap-On, Inc.		114,300		5,944,743
Universal Electronics, Inc.1,2		11,400		238,260
				65,961,318
Internet & Catalog Retail—0.8%
1-800-FLOWERS.com, Inc.1,2		377,600		2,435,520
FTD Group, Inc.		63,100		841,123
Gaiam, Inc.1,2		49,800		672,798
IAC/InterActiveCorp2		226,900		4,374,632
Liberty Media Corp.-Interactive, Series A2		476,000		7,025,760
NetFlix.com, Inc.1,2		516,700		13,470,369
Overstock.com, Inc.1,2		68,870		1,787,177
PetMed Express, Inc.1,2		120,600		1,477,350
Priceline.com, Inc.1,2		104,300		12,042,478
Stamps.com, Inc.2		72,900		909,792
				45,036,999
Leisure Equipment & Products—0.8%
Brunswick Corp.1		308,900		3,274,340
Callaway Golf Co.1		1,007,850		11,922,866
Hasbro, Inc.		112,700		4,025,644
JAKKS Pacific, Inc.1,2		303,700		6,635,845
Leapfrog Enterprises, Inc.1,2		214,800		1,787,136
Polaris Industries, Inc.1		333,500		13,466,730
Steinway Musical Instruments, Inc.1,2		7,210		190,344
				41,302,905
Media—1.2%
Belo Corp., Cl. A1		181,000		1,323,110
Cablevision Systems Corp. New York Group, Cl. A2		165,300		3,735,780
Charter Communications, Inc., Cl. A1,2		1,470,300		1,543,815
Cox Radio, Inc., Cl. A1,2		134,000		1,581,200
CTC Media, Inc.2		45,400		1,119,564
Cumulus Media, Inc., Cl. A2		155,200		611,488
DG Fastchannel, Inc.1,2		21,100		363,975
DreamWorks Animation SKG, Inc., Cl. A2		244,700		7,294,507

F2 | OPPENHEIMER MAIN STREET SMALL CAP FUND

	Shares		Value
Media Continued
Entravision Communications Corp.2		820,000	$	3,296,400
Gannett Co., Inc.		144,200		3,124,814
Getty Images, Inc.2		205,300		6,965,829
Global Sources Ltd.1,2		320,386		4,863,459
Harte-Hanks, Inc.1		182,700		2,091,915
Lin TV Corp., Cl. A1,2		92,400		550,704
Marvel Entertainment, Inc.2		309,600		9,950,544
McClatchy Co., Cl. A1		110,200		747,156
Scholastic Corp.1,2		321,400		9,211,324
Sinclair Broadcast Group, Inc., Cl. A1		615,450		4,677,420
Warner Music Group Corp.1		73,500		524,790
				63,577,794
Multiline Retail—0.9%
99 Cents Only Stores1,2		145,300		958,980
Big Lots, Inc.1,2		855,600		26,728,944
Dollar Tree, Inc.2		399,400		13,056,386
Family Dollar Stores, Inc.		141,200		2,815,528
Fred’s, Inc.1		207,036		2,327,085
Macy’s, Inc.		209,900		4,076,258
				49,963,181
Specialty Retail—3.6%
Aaron Rents, Inc.1		52,600		1,174,558
Aeropostale, Inc.1,2		739,050		23,154,437
AnnTaylor Stores Corp.1,2		253,900		6,083,444
Asbury Automotive Group, Inc.1		215,100		2,764,035
AutoNation, Inc.1,2		519,200		5,202,384
AutoZone, Inc.2		23,900		2,892,139
bebe stores, inc.1		326,100		3,133,821
Blockbuster, Inc., Cl. A1,2		298,000		745,000
Books-A-Million, Inc.1		19,400		148,604
Brown Shoe Co., Inc.		418,400		5,669,320
Buckle, Inc. (The)1		385,975		17,650,637
Children’s Place Retail Stores, Inc.1,2		121,700		4,393,370
Conn’s, Inc.1,2		80,300		1,290,421
Dress Barn, Inc. (The)1,2		608,100		8,136,378
Finish Line, Inc. (The), Cl. A1		597,300		5,196,510
Foot Locker, Inc.		864,800		10,766,760
Group 1 Automotive, Inc.		120,600		2,396,322
Gymboree Corp.2		189,100		7,577,237
Haverty Furniture Cos., Inc.1		12,200		122,488
Hot Topic, Inc.1,2		82,800		447,948
Jo-Ann Stores, Inc.1,2		231,100		5,322,233
Limited Brands, Inc.		153,000		2,578,050
Lumber Liquidators, Inc.2		7,500		97,500
Monro Muffler Brake, Inc.1		22,800		353,172
New York & Co., Inc.1,2		291,000		2,656,830
Office Depot, Inc.2		450,800		4,931,752
OfficeMax, Inc.		478,300		6,648,370
Penske Automotive Group, Inc.1		624,100		9,199,234
Pier 1 Imports, Inc.1,2		398,400		1,370,496
RadioShack Corp.		1,003,200		12,309,264
Rent-A-Center, Inc.2		538,600		11,079,002
Ross Stores, Inc.		214,945		7,634,846
Sally Beauty Holdings, Inc.1,2		1,407,300		9,091,158
Sonic Automotive, Inc.1		14,400		185,616
Systemax, Inc.		97,500		1,720,875
Tractor Supply Co.1,2		271,100		7,872,744
Urban Outfitters, Inc.1,2		10,700		333,733
Wet Seal, Inc., Cl. A1,2		317,600		1,514,952
				193,845,640

F3 | OPPENHEIMER MAIN STREET SMALL CAP FUND

STATEMENT OF INVESTMENTS Continued

	Shares		Value
Textiles, Apparel & Luxury Goods—1.7%
Carter’s, Inc.1,2		260,300	$	3,597,346
Columbia Sportswear Co.1		49,400		1,815,450
Deckers Outdoor Corp.1,2		43,590		6,067,728
Fossil, Inc.1,2		151,400		4,401,198
Hanesbrands, Inc.2		188,400		5,113,176
Jones Apparel Group, Inc.		780,500		10,731,875
Liz Claiborne, Inc.		808,700		11,443,105
Maidenform Brands, Inc.1,2		81,000		1,093,500
Movado Group, Inc.1		27,000		534,600
Perry Ellis International, Inc.2		185,800		3,942,676
Polo Ralph Lauren Corp., Cl. A1		19,800		1,243,044
Skechers USA, Inc., Cl. A1,2		197,300		3,898,648
Timberland Co., Cl. A1,2		54,200		886,170
True Religion Apparel, Inc.2		143,700		3,829,605
UniFirst Corp.		14,900		665,434
Warnaco Group, Inc. (The)1,2		358,000		15,777,060
Wolverine World Wide, Inc.1		551,900		14,719,173
				89,759,788
Consumer Staples—3.4%
Beverages—0.1%
Boston Beer Co., Inc., Cl. A1,2		45,800		1,863,144
Coca-Cola Enterprises, Inc.		80,800		1,397,840
Pepsi Bottling Group, Inc. (The)		63,100		1,761,752
				5,022,736
Food & Staples Retailing—0.8%
Arden Group, Inc., Cl. A		8,788		1,113,791
BJ’s Wholesale Club, Inc.2		293,200		11,346,840
Casey’s General Stores, Inc.		466,800		10,815,756
China Nepstar Chain Drugstore Ltd., ADR		17,760		153,802
Ingles Markets, Inc., Cl. A1		55,400		1,292,482
Longs Drug Stores, Inc.1		241,200		10,156,932
Nash Finch Co.1		103,300		3,540,091
Spartan Stores, Inc.1		148,400		3,413,200
				41,832,894
Food Products—1.3%
Agria Corp., ADR2		50,500		216,140
Chiquita Brands International, Inc.1,2		646,820		9,812,259
Darling International, Inc.2		973,400		16,080,568
Del Monte Foods Co.		808,800		5,742,480
Diamond Foods, Inc.		77,300		1,780,992
Flowers Foods, Inc.1		427,250		12,108,265
Fresh Del Monte Produce, Inc.2		411,500		9,699,055
Green Mountain Coffee, Inc.1,2		90,770		3,410,229
J&J Snack Foods Corp.1		6,600		180,906
Omega Protein Corp.1,2		69,950		1,045,753
Reddy Ice Holdings, Inc.1		33,600		459,648
TreeHouse Foods, Inc.1,2		80,100		1,943,226
Tyson Foods, Inc., Cl. A		415,000		6,200,100
				68,679,621

F4 | OPPENHEIMER MAIN STREET SMALL CAP FUND

	Shares		Value
Household Products—0.0%
Central Garden & Pet Co., Cl. A2		17,200	$	70,520
WD-40 Co.1		80,835		2,364,424
				2,434,944
Personal Products—0.9%
American Oriental Bioengineering, Inc.1,2		775,100		7,650,237
Chattem, Inc.1,2		201,500		13,107,575
Elizabeth Arden, Inc.1,2		93,300		1,416,294
Herbalife Ltd.		119,300		4,622,875
Inter Parfums, Inc.1		111,450		1,671,750
NBTY, Inc.2		336,630		10,792,358
Nu Skin Asia Pacific, Inc., Cl. A1		362,256		5,404,860
Prestige Brands Holdings, Inc.1,2		168,900		1,800,474
				46,466,423
Tobacco—0.3%
Universal Corp.1		353,100		15,967,182
Vector Group Ltd.1		118,055		1,904,227
				17,871,409
Energy—9.2%
Energy Equipment & Services—4.3%
Atwood Oceanics, Inc.1,2		42,800		5,321,752
Basic Energy Services, Inc.1,2		39,700		1,250,550
BJ Services Co.		161,000		5,142,340
Bristow Group, Inc.1,2		146,400		7,245,336
Complete Production Services, Inc.1,2		118,000		4,297,560
Dawson Geophysical Co.1,2		16,100		957,306
Dresser-Rand Group, Inc.2		45,400		1,775,140
Dril-Quip, Inc.2		134,700		8,486,100
ENGlobal Corp.1,2		29,200		415,808
ENSCO International, Inc.		187,230		15,116,950
FMC Technologies, Inc.2		182,600		14,047,418
Forbes Energy Services Ltd.2,3		575,300		4,507,843
Grey Wolf, Inc.1,2		2,025,600		18,291,168
Gulf Island Fabrication, Inc.1		121,700		5,954,781
Gulfmark Offshore, Inc.2		212,300		12,351,614
Hornbeck Offshore Services, Inc.1,2		148,700		8,403,037
ION Geophysical Corp.1,2		430,300		7,508,735
Lufkin Industries, Inc.		97,000		8,078,160
NATCO Group, Inc., Cl. A1,2		143,500		7,825,055
Natural Gas Services Group1,2		43,300		1,319,784
Newpark Resources, Inc.1,2		531,900		4,180,734
North American Energy Partners, Inc.2		71,300		1,545,784
Oil States International, Inc.1,2		343,200		21,772,608
Patterson-UTI Energy, Inc.1		347,900		12,538,316
Pioneer Drilling Co.1,2		342,800		6,448,068
Pride International, Inc.2		106,900		5,055,301
Rowan Cos., Inc.1		88,800		4,151,400
Seacor Holdings, Inc.2		143,920		12,882,279
T-3 Energy Services, Inc.2		80,500		6,397,335
Technicoil Corp.2		92,900		115,704
Technicoil Corp.2		870,300		1,083,928
Union Drilling, Inc.1,2		89,200		1,933,856
Unit Corp.2		131,800		10,935,446
Willbros Group, Inc.2		25,770		1,128,984
				228,466,180

F5 | OPPENHEIMER MAIN STREET SMALL CAP FUND

STATEMENT OF INVESMENTS Continued

	Shares		Value
Oil, Gas & Consumable Fuels—4.9%
Alberta Clipper Energy, Inc.2		20,913	$	69,936
Alpha Natural Resources, Inc.1,2		141,300		14,736,177
Arena Resources, Inc.2		28,100		1,484,242
Arlington Tankers Ltd.1		33,600		780,192
Berry Petroleum Co., Cl. A1		212,695		12,523,482
Bill Barrett Corp.1,2		139,300		8,275,813
Bois d’Arc Energy, Inc.2		295,300		7,178,743
Brigham Exploration Co.1,2		170,640		2,701,231
Callon Petroleum Co.1,2		130,300		3,565,008
Celtic Exploration Ltd.2		18,100		350,924
Cimarex Energy Co.		146,300		10,192,721
Concho Resources, Inc.2		97,700		3,644,210
Continental Resources, Inc.1,2		8,400		582,288
Delphi Energy Corp.2		81,300		245,566
Delta Petroleum Corp.1,2		67,200		1,714,944
Denbury Resources, Inc.2		213,000		7,774,500
Energy Partners Ltd.2		193,400		2,885,528
Galleon Energy, Inc., Cl. A2		31,300		632,323
Galleon Energy, Inc., Subscription Receipts2		138,750		2,803,030
Gasco Energy, Inc.1,2		650,100		2,697,915
General Maritime Corp.		181,800		4,723,164
GMX Resources, Inc.1,2		3,790		280,839
Great Plains Exploration, Inc.2		327,641		305,246
Jura Energy Corp.2		750,700		368,098
Knightsbridge Tankers Ltd.1		89,000		2,866,690
Mariner Energy, Inc.1,2		550,900		20,366,773
Massey Energy Co.		268,400		25,162,500
Midnight Oil Exploration Ltd.2		539,550		1,090,000
Noble Energy, Inc.		18,000		1,810,080
Nordic American Tanker Shipping Ltd.		29,800		1,156,836
Overseas Shipholding Group, Inc.		78,000		6,202,560
Paramount Resources Ltd., Cl. A2		28,800		585,772
Petrohawk Energy Corp.1,2		335,500		15,537,005
PetroQuest Energy, Inc.1,2		306,900		8,255,610
Rosetta Resources, Inc.2		394,500		11,243,250
Stone Energy Corp.2		282,500		18,619,575
Swift Energy Co.1,2		316,900		20,934,414
Teekay Tankers Ltd., Cl. A		94,600		2,195,666
Tristar Oil & Gas Ltd.2		47,500		960,528
Tusk Energy Corp.2		536,315		1,530,525
Tusk Energy Corp.2,4		275,000		784,790
Tusk Energy Corp.2		397,100		1,133,236
VAALCO Energy, Inc.1,2		728,500		6,170,395
Venoco, Inc.1,2		43,900		1,018,919
VeraSun Energy Corp.1,2		359,760		1,485,809
Vero Energy, Inc.2		124,317		1,326,438
W&T Offshore, Inc.1		322,300		18,857,773
Warren Resources, Inc.1,2		168,600		2,475,048
Whiting Petroleum Corp.2		21,700		2,301,936
				264,588,248

F6 | OPPENHEIMER MAIN STREET SMALL CAP FUND

	Shares		Value
Financials—12.9%
Capital Markets—0.8%
GAMCO Investors, Inc., Cl. A1		94,962	$	4,712,014
Invesco Ltd.		299,600		7,184,408
Knight Capital Group, Inc., Cl. A2		1,049,300		18,866,414
NGP Capital Resources Co.1		40,000		616,400
optionsXpress Holdings, Inc.1		244,200		5,455,428
Prospect Capital Corp.1		14,900		196,382
Stifel Financial Corp.2		36,150		1,243,199
SWS Group, Inc.1		97,800		1,624,458
TD Ameritrade Holding Corp.2		285,500		5,164,695
U.S. Global Investors, Inc., Cl. A1		38,250		640,688
Waddell & Reed Financial, Inc., Cl. A		2,100		73,521
				45,777,607
Commercial Banks—1.9%
BancFirst Corp.		17,100		731,880
Banco Latinoamericano de Exportaciones SA, Cl. E		59,320		960,391
Chemical Financial Corp.1		71,300		1,454,520
City Holding Co.1		115,200		4,696,704
Community Bank System, Inc.1		265,700		5,478,734
Community Trust Bancorp, Inc.		39,000		1,024,140
First Community Bancshares, Inc.1		23,900		673,980
First Financial Bancorp1		72,500		667,000
First Horizon National Corp.1		583,400		4,334,662
First Merchants Corp.1		82,300		1,493,745
First Security Group, Inc.		88,480		493,718
FirstMerit Corp.1		117,800		1,921,318
Frontier Financial Corp.1		149,100		1,270,332
Harleysville National Corp.1		5,000		55,800
IBERIABANK Corp.1		10,700		475,829
Independent Bank Corp., Massachusetts1		23,500		560,240
International Bancshares Corp.		113,400		2,423,358
Investors Bancorp, Inc.2		30,700		400,942
MainSource Financial Group, Inc.1		22,200		344,100
National Penn Bancshares, Inc.1		270,800		3,596,224
NBT Bancorp, Inc.1		166,500		3,431,565
Old National Bancorp1		437,000		6,231,620
Oriental Financial Group, Inc.1		178,100		2,539,706
Pacific Capital Bancorp1		544,000		7,496,320
Park National Corp.1		28,700		1,546,930
Popular, Inc.1		468,730		3,088,931
Porter Bancorp, Inc.		15,800		237,158
Renasant Corp.1		23,600		347,628
S&T Bancorp, Inc.1		16,000		464,960
Signature Bank2		11,700		301,392
Simmons First National Corp.		39,200		1,096,424
Southside Bancshares, Inc.1		43,200		796,608
Sterling Bancorp1		163,300		1,951,435
Susquehanna Bancshares, Inc.1		395,000		5,407,550
SVB Financial Group2		117,200		5,638,492
TCF Financial Corp.1		745,700		8,970,771
Tompkins Financial Corp.1		33,600		1,249,920
UMB Financial Corp.		28,000		1,435,560

F7 | OPPENHEIMER MAIN STREET SMALL CAP FUND

STATEMENT OF INVESTMENTS Continued

	Shares		Value
Commercial Banks Continued
Webster Financial Corp.1		422,300	$	7,854,780
WesBanco, Inc.1		134,900		2,313,535
Westamerica Bancorp1		124,800		6,563,232
Wilmington Trust Corp.1		28,500		753,540
Wintrust Financial Corp.1		58,300		1,390,455
				104,166,129
Consumer Finance—0.6%
Advanta Corp., Cl. B1		235,700		1,482,553
AmeriCredit Corp.1,2		172,500		1,486,950
Cash America International, Inc.1		316,700		9,817,700
Discover Financial Services		607,400		7,999,458
EZCORP, Inc., Cl. A1,2		334,400		4,263,600
World Acceptance Corp.1,2		166,500		5,606,055
				30,656,316
Diversified Financial Services—0.4%
Asset Acceptance Capital Corp.1		88,500		1,081,470
Encore Capital Group, Inc.2		6,900		60,927
Financial Federal Corp.1		170,500		3,744,180
Interactive Brokers Group, Inc., Cl. A1,2		8,700		279,531
Leucadia National Corp.		181,600		8,524,304
MarketAxess Holdings, Inc.1,2		74,665		564,467
PHH Corp.1,2		283,500		4,351,725
Portfolio Recovery Associates, Inc.1,2		57,200		2,145,000
				20,751,604
Insurance—6.4%
Alleghany Corp.2		5,808		1,928,546
Allied World Assurance Holdings Ltd.		197,100		7,809,102
American Equity Investment Life Holding Co.1		377,200		3,074,180
American Financial Group, Inc.		192,400		5,146,700
American National Insurance Co.		1,920		188,198
American Physicians Capital, Inc.1		121,550		5,887,882
Amerisafe, Inc.2		190,100		3,030,194
AmTrust Financial Services, Inc.1		422,200		5,319,720
Arch Capital Group Ltd.2		98,200		6,512,624
Argo Group International Holdings Ltd.2		44,147		1,481,573
Aspen Insurance Holdings Ltd.		741,500		17,551,305
Assurant, Inc.		209,200		13,798,832
Assured Guaranty Ltd.		107,500		1,933,925
Axis Capital Holdings Ltd.		264,800		7,893,688
Berkley (W.R.) Corp.		308,700		7,458,192
Brown & Brown, Inc.		189,400		3,293,666
Cincinnati Financial Corp.		188,900		4,798,060
CNA Financial Corp.1		220,400		5,543,060
CNA Surety Corp.1,2		149,500		1,889,680
Conseco, Inc.2		695,300		6,897,376
Darwin Professional Underwriters, Inc.1,2		45,400		1,398,320
Delphi Financial Group, Inc., Cl. A1		272,975		6,316,642
Donegal Group, Inc., Cl. A		6,600		104,742
eHealth, Inc.1,2		49,200		868,872

F8 | OPPENHEIMER MAIN STREET SMALL CAP FUND

	Shares		Value
Insurance Continued
EMC Insurance Group, Inc.1		1,700	$	40,936
Employers Holdings, Inc.1		121,900		2,523,330
Endurance Specialty Holdings Ltd.1		302,800		9,323,212
Erie Indemnity Co., Cl. A		17,400		803,010
FBL Financial Group, Inc., Cl. A		169,900		3,377,612
Fidelity National Title Group, Inc., Cl. A1		421,200		5,307,120
First American Corp.1		74,000		1,953,600
FPIC Insurance Group, Inc.1,2		87,340		3,958,249
Genworth Financial, Inc., Cl. A		529,200		9,425,052
Hallmark Financial Services, Inc.2		49,000		473,830
Hanover Insurance Group, Inc.		92,100		3,914,250
Harleysville Group, Inc.1		166,700		5,639,461
HCC Insurance Holdings, Inc.		223,600		4,726,904
Hilb, Rogal & Hamilton Co.		22,500		977,850
Horace Mann Educators Corp.		18,570		260,351
Infinity Property & Casualty Corp.1		108,700		4,513,224
IPC Holdings Ltd.		492,200		13,067,910
Markel Corp.2		200		73,400
Max Capital Group Ltd.1		575,520		12,275,842
Montpelier Re Holdings Ltd.1		44,100		650,475
National Financial Partners Corp.		160,700		3,185,074
National Interstate Corp.1		59,400		1,091,772
National Western Life Insurance Co., Cl. A1		3,350		731,975
Nationwide Financial Services, Inc., Cl. A1		83,000		3,984,830
Navigators Group, Inc. (The)1,2		124,500		6,729,225
Odyssey Re Holdings Corp.1		154,800		5,495,400
OneBeacon Insurance Group Ltd.1		47,500		834,575
Partnerre Holdings Ltd.		100,000		6,913,000
Philadelphia Consolidated Holding Co.2		194,400		6,603,768
Phoenix Cos., Inc. (The)1		359,300		2,734,273
Platinum Underwriters Holdings Ltd.		535,400		17,459,394
Presidential Life Corp.1		14,300		220,506
ProAssurance Corp.1,2		277,900		13,369,769
ProCentury Corp.		73,300		1,161,072
Protective Life Corp.		161,100		6,129,855
Reinsurance Group of America, Inc.		44,800		1,949,696
RenaissanceRe Holdings Ltd.		115,900		5,177,253
RLI Corp.1		137,020		6,778,379
Safeco Corp.		187,000		12,558,920
Safety Insurance Group, Inc.1		43,100		1,536,515
Seabright Insurance Holdings, Inc.1,2		116,900		1,692,712
Selective Insurance Group, Inc.1		314,000		5,890,640
StanCorp Financial Group, Inc.		143,400		6,734,064
State Auto Financial Corp.		43,600		1,043,348
Torchmark Corp.		23,100		1,354,815

F9 | OPPENHEIMER MAIN STREET SMALL CAP FUND

STATEMENT OF INVESTMENTS Continued

	Shares		Value
Insurance Continued
Transatlantic Holdings, Inc.		40,400	$	2,281,388
United America Indemnity Ltd., Cl. A1,2		192,857		2,578,498
Unitrin, Inc.		58,700		1,618,359
UnumProvident Corp.		443,300		9,065,485
Wesco Financial Corp.1		800		305,600
White Mountains Insurance Group Ltd.		4,500		1,930,500
Zenith National Insurance Corp.		52,900		1,859,964
				344,411,321
Real Estate Investment Trusts—2.3%
Acadia Realty Trust1		14,600		337,990
Agree Realty Corp.1		54,800		1,208,340
Alexander’s, Inc.1,2		1,760		546,656
Alexandria Real Estate Equities, Inc.1		39,100		3,805,994
Arbor Realty Trust, Inc.1		42,300		379,431
Ashford Hospitality Trust1		288,300		1,331,946
Associated Estates Realty Corp.1		33,900		363,069
BioMed Realty Trust, Inc.1		8,500		208,505
Brandywine Realty Trust1		112,592		1,774,450
Capital Trust, Cl. A1		7,800		149,838
CBL & Associates Properties, Inc.1		113,800		2,599,192
Cedar Shopping Centers, Inc.		58,900		690,308
Corporate Office Properties Trust1		48,700		1,671,871
DCT Industrial Trust, Inc.		1,800		14,904
DiamondRock Hospitality Co.		259,200		2,822,688
Digital Realty Trust, Inc.1		173,400		7,093,794
EastGroup Properties, Inc.1		56,700		2,432,430
Entertainment Properties Trust1		67,500		3,337,200
Equity Lifestyle Properties, Inc.		48,400		2,129,600
Equity One, Inc.1		87,000		1,787,850
Extra Space Storage, Inc.1		71,800		1,102,848
FelCor Lodging Trust, Inc.1		273,300		2,869,650
First Industrial Realty Trust, Inc.1		206,000		5,658,820
Glimcher Realty Trust1		28,700		320,866
Gramercy Capital Corp.1		34,600		401,014
Hersha Hospitality Trust		61,300		462,815
Highwoods Properties, Inc.		134,500		4,225,990
Home Properties of New York, Inc.1		79,400		3,815,964
Inland Real Estate Corp.1		265,900		3,834,278
Kite Realty Group Trust1		57,200		715,000
LaSalle Hotel Properties1		68,600		1,723,918
Lexington Realty Trust1		140,400		1,913,652
LTC Properties, Inc.1		79,900		2,042,244
Medical Properties Trust, Inc.1		73,800		746,856
Mid-America Apartment Communities, Inc.1		61,200		3,123,647
National Health Investors, Inc.1		33,900		966,489
National Retail Properties, Inc.1		172,800		3,611,520
Nationwide Health Properties, Inc.1		337,900		10,640,471

F10 | OPPENHEIMER MAIN STREET SMALL CAP FUND

	Shares		Value
Real Estate Investment Trusts Continued
Omega Healthcare Investors, Inc.1		198,500	$	3,305,025
Parkway Properties, Inc.1		52,900		1,784,317
Pennsylvania Real Estate Investment Trust1		140,100		3,241,914
PS Business Parks, Inc.		38,900		2,007,240
Ramco-Gershenson Properties Trust		44,500		914,030
Realty Income Corp.1		245,700		5,592,131
Saul Centers, Inc.1		25,800		1,212,342
Senior Housing Properties Trust1		286,100		5,587,533
Sovran Self Storage, Inc.1		33,800		1,404,728
Strategic Hotels & Resorts, Inc.1		152,500		1,428,925
Sunstone Hotel Investors, Inc.		140,300		2,328,980
Tanger Factory Outlet Centers, Inc.1		139,100		4,997,863
Taubman Centers, Inc.1		63,800		3,103,870
Washington Real Estate Investment Trust1		101,200		3,041,060
				122,812,056
Real Estate Management & Development—0.1%
Jones Lang LaSalle, Inc.1		39,900		2,401,581
Tejon Ranch Co.1,2		11,100		400,266
				2,801,847
Thrifts & Mortgage Finance—0.4%
Anchor BanCorp Wisconsin, Inc.1		35,500		248,855
Bank Mutual Corp.1		150,800		1,514,032
BankFinancial Corp.1		3,800		49,438
Brookline Bancorp, Inc.1		122,500		1,169,875
Dime Community Bancshares, Inc.1		202,900		3,349,879
Encore Bancshares, Inc.1,2		52,600		823,190
Federal Agricultural Mortgage Corp., Non-Vtg.1		37,400		926,772
First Place Financial Corp.1		18,900		177,660
Flushing Financial Corp.1		124,100		2,351,695
Hudson City Bancorp, Inc.		577,000		9,624,360
OceanFirst Financial Corp.1		10,300		185,915
Provident Financial Services, Inc.1		56,700		794,367
Provident New York Bancorp1		180,100		1,991,906
TierOne Corp.		49,200		225,828
WSFS Financial Corp.1		20,700		923,220
				24,356,992
Health Care—6.8%
Biotechnology—0.7%
Allos Therapeutics, Inc.2		36,000		248,760
Alnylam Pharmaceuticals, Inc.1,2		207,300		5,541,129
BioMarin Pharmaceutical, Inc.1,2		54,000		1,564,920
Cubist Pharmaceuticals, Inc.2		327,700		5,852,722
Emergent Biosolutions, Inc.1,2		131,200		1,302,816
Enzon Pharmaceuticals, Inc.1,2		357,300		2,543,976
Martek Biosciences Corp.1,2		464,600		15,661,666
Momenta Pharmaceuticals, Inc.2		49,700		611,310
Myriad Genetics, Inc.1,2		14,500		660,040
Rigel Pharmaceuticals, Inc.1,2		21,600		489,456

F11 | OPPENHEIMER MAIN STREET SMALL CAP FUND

STATEMENT OF INVESTMENTS Continued

	Shares		Value
Biotechnology Continued
RXi Pharmaceuticals Corp.1,2		23,700	$	189,600
Savient Pharmaceuticals, Inc.1,2		80,400		2,034,120
United Therapeutics Corp.2		14,600		1,427,150
				38,127,665
Health Care Equipment & Supplies—1.4%
Abaxis, Inc.1,2		75,600		1,824,228
American Medical Systems Holdings, Inc.1,2		64,200		959,790
Analogic Corp.		197,000		12,424,790
ConMed Corp.1,2		223,800		5,941,890
CryoLife, Inc.1,2		145,100		1,659,944
Cyberonics, Inc.2		65,200		1,414,840
Datascope Corp.1		84,711		3,981,417
Edwards Lifesciences Corp.1,2		66,300		4,113,252
Exactech, Inc.2		21,700		557,907
Hill-Rom Holdings, Inc.1		248,900		6,715,322
IRIS International, Inc.1,2		22,800		356,820
Kensey Nash Corp.2		95,500		3,060,775
Meridian Bioscience, Inc.1		126,726		3,411,464
Merit Medical Systems, Inc.2		157,200		2,310,840
Natus Medical, Inc.1,2		25,500		533,970
Neogen Corp.2		13,000		297,570
NuVasive, Inc.1,2		14,500		647,570
Quidel Corp.1,2		220,200		3,637,704
Sirona Dental Systems, Inc.1,2		70,400		1,824,768
Somanetics Corp.1,2		28,000		593,600
SonoSite, Inc.1,2		37,300		1,044,773
Steris Corp.1		435,100		12,513,476
Vital Signs, Inc.1		8,550		485,469
VNUS Medical Technologies, Inc.1,2		19,900		398,199
Zoll Medical Corp.2		163,800		5,515,146
				76,225,524
Health Care Providers & Services—2.6%
Air Methods Corp.1,2		2,699		67,475
Alliance Imaging, Inc.2		219,600		1,903,932
Amedisys, Inc.1,2		118,400		5,969,728
AMERIGROUP Corp.1,2		326,900		6,799,520
AMN Healthcare Services, Inc.1,2		84,400		1,428,048
AmSurg Corp.1,2		70,700		1,721,545
Apria Healthcare Group, Inc.1,2		284,300		5,512,577
Centene Corp.1,2		514,860		8,644,499
Chemed Corp.1		96,800		3,543,848
Chindex International, Inc.2		69,100		1,013,697
CorVel Corp.2		34,130		1,155,983
Cross Country Healthcare, Inc.1,2		38,000		547,580
Emergency Medical Services LP, Cl. A1,2		60,200		1,362,326
Gentiva Health Services, Inc.1,2		24,388		464,591
Hanger Orthopedic Group, Inc.1,2		149,200		2,460,308
Health Net, Inc.2		165,950		3,992,757
HealthExtras, Inc.1,2		33,200		1,000,648
Healthspring, Inc.1,2		752,500		12,702,200
HMS Holdings Corp.1,2		9,100		195,377
Kindred Healthcare, Inc.1,2		146,700		4,219,092
Landauer, Inc.1		69,800		3,925,552
LifePoint Hospitals, Inc.1,2		503,600		14,251,880
Lincare Holdings, Inc.2		575,200		16,335,680
Magellan Health Services, Inc.2		26,100		966,483

F12 | OPPENHEIMER MAIN STREET SMALL CAP FUND

	Shares		Value
Health Care Providers & Services Continued
Molina Healthcare, Inc.1,2		212,900	$	5,181,986
Odyssey Healthcare, Inc.1,2		44,400		432,456
Owens & Minor, Inc.1		418,400		19,116,696
PharMerica Corp.1,2		143,900		3,250,701
Providence Service Corp.1,2		40,200		848,622
Psychiatric Solutions, Inc.1,2		18,000		681,120
RehabCare Group, Inc.1,2		161,400		2,587,242
Res-Care, Inc.1,2		94,000		1,671,320
Sun Healthcare Group, Inc.1,2		77,200		1,033,708
Universal American Corp.1,2		118,600		1,212,092
WellCare Health Plans, Inc.2		44,420		1,605,783
				137,807,052
Health Care Technology—0.1%
Eclipsys Corp.1,2		46,897		861,029
HLTH Corp.2		153,000		1,731,960
Phase Forward, Inc.1,2		164,200		2,950,674
Trizetto Group, Inc.2		38,600		825,268
				6,368,931
Life Sciences Tools & Services—1.0%
Albany Molecular Research, Inc.1,2		151,200		2,006,424
Dionex Corp.1,2		103,030		6,838,101
Enzo Biochem, Inc.2		25,600		287,232
eResearch Technology, Inc.1,2		390,200		6,805,088
Illumina, Inc.1,2		46,700		4,068,037
Invitrogen Corp.2		77,500		3,042,650
Luminex Corp.1,2		241,200		4,956,660
Parexel International Corp.1,2		346,900		9,126,939
PerkinElmer, Inc.		74,100		2,063,685
Pharmaceutical Product Development, Inc.		52,900		2,269,410
Varian, Inc.2		240,100		12,259,506
				53,723,732
Pharmaceuticals—1.0%
Adolor Corp.1,2		262,400		1,437,952
Alpharma, Inc., Cl. A1,2		251,700		5,670,801
Auxilium Pharmaceuticals, Inc.1,2		68,300		2,296,246
Bentley Pharmaceuticals, Inc.1,2		19,500		314,925
Durect Corp.2		53,700		197,079
Endo Pharmaceuticals Holdings, Inc.2		281,900		6,819,161
Forest Laboratories, Inc.2		85,980		2,986,945
King Pharmaceuticals, Inc.2		1,260,000		13,192,200
MiddleBrook Pharmaceuticals, Inc.1,2		123,400		417,092
Pain Therapeutics, Inc.1,2		91,400		722,060
Par Pharmaceutical Cos., Inc.1,2		82,100		1,332,483
Pozen, Inc.1,2		55,600		604,928
Sepracor, Inc.2		83,500		1,663,320
Valeant Pharmaceuticals International, Inc.1,2		227,906		3,899,472
Vivus, Inc.1,2		50,100		334,668
Warner Chilcott Ltd., Cl. A1,2		143,900		2,439,105
Watson Pharmaceuticals, Inc.2		228,400		6,205,628
Xenoport, Inc.1,2		80,800		3,153,624
				53,687,689

F13 | OPPENHEIMER MAIN STREET SMALL CAP FUND

STATEMENT OF INVESTMENTS Continued

	Shares		Value
Industrials—20.8%
Aerospace & Defense—1.7%
Aeroviroment, Inc.1,2		34,900	$	948,582
Argon ST, Inc.1,2		39,500		979,600
Astronics Corp., Cl. B1,2		7,700		116,270
BE Aerospace, Inc.2		150,700		3,509,803
Ceradyne, Inc.1,2		151,650		5,201,595
Cubic Corp.1		268,700		5,986,636
Curtiss-Wright Corp.1		66,300		2,966,262
DRS Technologies, Inc.		288,870		22,739,846
Ducommun, Inc.1,2		79,400		1,823,024
DynCorp International, Inc., Cl. A2		380,800		5,769,120
Esterline Technologies Corp.2		296,300		14,595,738
HEICO Corp.1		105,800		3,442,732
Stanley, Inc.1,2		124,800		4,183,296
Teledyne Technologies, Inc.2		162,500		7,928,375
TransDigm Group, Inc.1,2		71,500		2,401,685
Triumph Group, Inc.1		244,500		11,515,950
				94,108,514
Air Freight & Logistics—0.5%
Air Transport Services Group, Inc.2		76,664		76,664
Atlas Air Worldwide Holdings, Inc.1,2		163,613		8,092,299
Hub Group, Inc., Cl. A2		292,590		9,986,097
Pacer International, Inc.		359,200		7,726,392
				25,881,452
Airlines—0.2%
Allegiant Travel Co.1,2		6,200		115,258
Hawaiian Holdings, Inc.1,2		505,500		3,513,225
Republic Airways Holdings, Inc.1,2		253,300		2,193,578
SkyWest, Inc.		421,270		5,329,066
				11,151,127
Building Products—0.7%
Aaon, Inc.		63,350		1,220,121
American Woodmark Corp.1		17,400		367,662
Ameron International Corp.1		60,600		7,270,788
Apogee Enterprises, Inc.1		166,800		2,695,488
Gibraltar Industries, Inc.		36,400		581,308
Insteel Industries, Inc.1		97,300		1,781,563
Lennox International, Inc.		404,500		11,714,320
NCI Building Systems, Inc.1,2		201,300		7,393,749
Quanex Building Products Corp.1		359,573		5,343,255
Universal Forest Products, Inc.1		24,200		725,032
				39,093,286
Commercial Services & Supplies—5.2%
ABM Industries, Inc.1		144,100		3,206,225
Administaff, Inc.1		303,300		8,459,037
Advisory Board Co. (The)2		8,600		338,238
American Ecology Corp.1		169,500		5,005,335
American Reprographics Co.1,2		66,100		1,100,565
AMREP Corp.		7,000		333,130
Bowne & Co., Inc.1		248,900		3,173,475
Brink’s Co. (The)		85,900		5,619,578
CBIZ, Inc.1,2		460,100		3,657,795
CDI Corp.1		141,300		3,594,672
ChoicePoint, Inc.2		258,200		12,445,240
Clean Harbors, Inc.1,2		182,000		12,932,920
Comfort Systems USA, Inc.1		484,500		6,511,680
COMSYS IT Partners, Inc.2		58,900		537,168
Consolidated Graphics, Inc.2		127,300		6,272,071

F14 | OPPENHEIMER MAIN STREET SMALL CAP FUND

	Shares		Value
Commercial Services & Supplies Continued
Copart, Inc.1,2		10,600	$	453,892
Cornell Corrections, Inc.1,2		144,100		3,474,251
CRA International, Inc.1,2		33,300		1,203,795
Deluxe Corp.		624,500		11,128,590
Ennis, Inc.1		123,900		1,939,035
Exponent, Inc.1,2		190,100		5,971,041
First Advantage Corp., Cl. A1,2		34,700		549,995
FTI Consulting, Inc.2		17,593		1,204,417
G&K Services, Inc., Cl. A		53,300		1,623,518
GeoEye, Inc.1,2		3,400		60,214
Hill International, Inc.1,2		165,800		2,725,752
HNI Corp.1		96,100		1,697,126
Hudson Highland Group, Inc.2		147,300		1,542,231
ICF International, Inc.1,2		136,200		2,263,644
Ikon Office Solutions, Inc.		517,553		5,837,998
Interface, Inc., Cl. A1		558,100		6,992,993
Kelly Services, Inc., Cl. A1		115,301		2,228,768
Kimball International, Inc., Cl. B1		120,330		996,332
Knoll, Inc.1		331,100		4,022,865
Korn-Ferry International1,2		488,100		7,677,813
Manpower, Inc.		124,380		7,243,891
McGrath Rentcorp1		33,300		818,847
Metalico, Inc.1,2		232,000		4,064,640
Miller (Herman), Inc.1		663,260		16,508,541
Mine Safety Appliances Co.1		181,500		7,258,185
MPS Group, Inc.1,2		936,400		9,953,932
Navigant Consulting, Inc.1,2		323,300		6,323,748
R.R. Donnelley & Sons Co.		273,500		8,120,215
Resources Connection, Inc.1		225,000		4,578,750
Robert Half International, Inc.		321,500		7,706,355
Rollins, Inc.		363,850		5,392,257
Schawk, Inc.1		59,500		713,405
School Specialty, Inc.1,2		109,500		3,255,435
Spherion Corp.2		234,100		1,081,542
Standard Parking Corp.1,2		28,700		522,340
Standard Register Co. (The)1		81,700		770,431
Steelcase, Inc., Cl. A		676,000		6,780,280
Sykes Enterprises, Inc.1,2		309,400		5,835,284
Team, Inc.1,2		103,300		3,545,256
TeleTech Holdings, Inc.1,2		323,107		6,449,216
Tetra Tech, Inc.1,2		46,367		1,048,822
TrueBlue, Inc.2		533,700		7,050,177
United Stationers, Inc.1,2		260,427		9,622,778
Viad Corp.1		289,200		7,458,468
Volt Information Sciences, Inc.1,2		5,300		63,123
Waste Connections, Inc.1,2		122,635		3,915,736
Watson Wyatt & Co. Holdings		138,800		7,341,132
				280,204,185
Construction & Engineering—1.2%
Aecom Technology Corp.2		200,700		6,528,771
Baker (Michael) Corp.2		57,600		1,260,288
Dycom Industries, Inc.1,2		174,500		2,533,740
EMCOR Group, Inc.1,2		581,500		16,590,195

F15 | OPPENHEIMER MAIN STREET SMALL CAP FUND

STATEMENT OF INVESTMENTS Continued

	Shares		Value
Construction & Engineering Continued
Furmanite Corp.1,2		24,800	$	197,904
Granite Construction, Inc.1		136,500		4,303,845
Insituform Technologies, Inc., Cl. A1,2		129,900		1,978,377
Integrated Electrical Services, Inc.1,2		66,900		1,150,680
KBR, Inc.		232,100		8,102,611
Layne Christensen Co.1,2		98,730		4,323,387
MasTec, Inc.1,2		296,400		3,159,624
Northwest Pipe Co.1,2		62,000		3,459,600
Perini Corp.2		221,200		7,310,660
Pike Electric Corp.1,2		76,100		1,264,021
				62,163,703
Electrical Equipment—2.6%
Acuity Brands, Inc.1		395,300		19,006,024
AZZ, Inc.1,2		104,600		4,173,540
Belden, Inc.1		400,720		13,576,394
Brady Corp., Cl. A1		160,000		5,524,800
Day4 Energy, Inc.2		522,900		2,158,879
Encore Wire Corp.1		160,200		3,394,638
GrafTech International Ltd.2		898,900		24,117,487
II-VI, Inc.1,2		94,500		3,299,940
LSI Industries, Inc.1		68,300		554,596
Powell Industries, Inc.2		99,300		5,005,713
Regal-Beloit Corp.1		308,560		13,036,660
Smith (A.O.) Corp.1		198,330		6,511,174
Superior Essex, Inc.2		109,800		4,900,374
Thomas & Betts Corp.2		262,400		9,931,840
Valence Technology, Inc.1,2		218,100		966,183
Vicor Corp.1		76,563		764,099
Woodward Governor Co.		599,802		21,388,939
				138,311,280
Industrial Conglomerates—0.2%
Otter Tail Corp.1		32,900		1,277,507
Raven Industries, Inc.1		68,700		2,251,986
Walter Industries, Inc.		86,100		9,365,097
				12,894,590
Machinery—5.5%
Actuant Corp., Cl. A1		493,900		15,483,765
Altra Holdings, Inc.1,2		98,800		1,660,828
Ampco-Pittsburgh Corp.1		113,500		5,048,480
Astec Industries, Inc.1,2		229,850		7,387,379
Axsys Technologies, Inc.2		87,500		4,553,500
Badger Meter, Inc.1		155,600		7,862,468
Barnes Group, Inc.1		523,600		12,089,924
Blount International, Inc.1,2		353,100		4,099,491
Cascade Corp.1		34,700		1,468,504
Chart Industries, Inc.2		259,888		12,640,952
CIRCOR International, Inc.1		163,300		8,000,067
Colfax Corp.2		126,610		3,176,645
Columbus McKinnon Corp.1,2		201,900		4,861,752
Commercial Vehicle Group, Inc.1,2		22,400		209,440
Crane Co.		95,500		3,679,615
Cummins, Inc.		180,900		11,852,568
Dover Corp.		32,200		1,557,514
EnPro Industries, Inc.1,2		247,280		9,233,435
ESCO Technologies, Inc.1,2		47,100		2,209,932
Federal Signal Corp.1		173,900		2,086,800
Gardner Denver, Inc.2		416,660		23,666,288
Gorman-Rupp Co. (The)1		137,513		5,478,518
Hurco Cos., Inc.1,2		39,600		1,223,244
IDEX Corp.		176,900		6,516,996
Ingersoll-Rand Co. Ltd., Cl. A		296,400		11,094,252

F16 | OPPENHEIMER MAIN STREET SMALL CAP FUND

	Shares		Value
Machinery Continued
Joy Global, Inc.		14,600	$	1,107,118
Kadant, Inc.1,2		172,800		3,905,280
Kaydon Corp.1		41,600		2,138,656
L.B. Foster Co., Cl. A1,2		32,679		1,084,943
Lincoln Electric Holdings, Inc.		58,300		4,588,210
Lindsay Manufacturing Co.1		42,000		3,568,740
Lydall, Inc.2		26,900		337,595
McCoy Corp.3		315,600		1,432,998
Mueller Industries, Inc.1		429,600		13,833,120
Navistar International Corp.2		29,900		1,968,018
Nordson Corp.1		163,300		11,902,937
Oshkosh Corp.1		70,800		1,464,852
Pentair, Inc.		128,600		4,503,572
RBC Bearings, Inc.1,2		70,000		2,332,400
Robbins & Myers, Inc.1		337,280		16,820,154
Sun Hydraulics Corp.1		139,100		4,488,757
Tecumseh Products Co., Cl. A1,2		207,400		6,798,572
Tennant Co.1		88,308		2,655,422
Timken Co.		161,600		5,323,104
Titan International, Inc.1		91,000		3,241,420
Toro Co. (The)1		345,060		11,480,146
Twin Disc, Inc.1		3,500		73,255
Wabtec Corp.		353,800		17,201,756
Watts Water Technologies, Inc., Cl. A1		141,200		3,515,880
				292,909,262
Marine—0.5%
Alexander & Baldwin, Inc.		166,400		7,579,520
American Commercial Lines, Inc.1,2		212,300		2,320,439
Excel Maritime Carriers Ltd.1		180,900		7,100,325
Kirby Corp.2		14,500		696,000
Safe Bulkers, Inc.2		323,300		6,090,972
Star Bulk Carriers Corp.1		290,300		3,422,637
				27,209,893
Road & Rail—1.1%
Amerco2		8,200		390,976
Arkansas Best Corp.1		331,700		12,153,488
Avis Budget Group, Inc.2		602,900		5,046,273
Celadon Group, Inc.1,2		7,100		70,929
Genesee & Wyoming, Inc., Cl. A1,2		138,500		4,711,770
Heartland Express, Inc.		131,300		1,957,683
Hertz Global Holdings, Inc.2		409,600		3,932,160
Marten Transport Ltd.2		51,300		819,261
Old Dominion Freight Line, Inc.2		93,200		2,797,864
Ryder Systems, Inc.		137,300		9,457,224
Werner Enterprises, Inc.1		496,200		9,219,396
YRC Worldwide, Inc.1,2		524,100		7,793,367
				58,350,391
Trading Companies & Distributors—1.3%
Applied Industrial Technologies, Inc.1		512,000		12,375,040
Beacon Roofing Supply, Inc.1,2		50,100		531,561
GATX Corp.		312,400		13,848,692
Houston Wire & Cable Co.1		129,400		2,575,060
Kaman Corp.		9,900		225,324
MSC Industrial Direct Co., Inc., Cl. A		31,200		1,376,232
Rush Enterprises, Inc., Cl. A1,2		134,900		1,620,149

F17 | OPPENHEIMER MAIN STREET SMALL CAP FUND

STATEMENT OF INVESTMENTS Continued

	Shares		Value
Trading Companies & Distributors Continued
Textainer Group Holdings Ltd.1		20,900	$	408,177
United Rentals, Inc.2		779,400		15,284,034
Watsco, Inc.1		72,600		3,034,680
WESCO International, Inc.2		440,700		17,645,628
				68,924,577
Transportation Infrastructure—0.1%
CAI International, Inc.2		179,400		3,121,560
Information Technology—21.5%
Communications Equipment—2.5%
Acme Packet, Inc.2		74,800		580,448
ADTRAN, Inc.1		382,200		9,111,648
Avocent Corp.2		356,020		6,621,972
Bel Fuse, Inc., Cl. A1		36,200		1,013,600
Black Box Corp.1		60,970		1,657,774
Brocade Communications Systems, Inc.2		1,445,400		11,910,096
Comtech Telecommunications Corp.2		302,400		14,817,600
EchoStar Holding Corp.1,2		94,800		2,959,656
EMS Technologies, Inc.2		144,500		3,155,880
Emulex Corp.2		897,700		10,458,205
Extreme Networks, Inc.1,2		759,400		2,156,696
Foundry Networks, Inc.1,2		680,900		8,048,238
Harmonic, Inc.1,2		82,800		787,428
Harris Corp.		124,200		6,270,858
Ixia1,2		232,319		1,614,617
JDS Uniphase Corp.2		295,500		3,356,880
ParkerVision, Inc.1,2		22,100		219,453
Performance Technologies, Inc.2		20,200		102,212
Plantronics, Inc.1		685,400		15,298,128
Polycom, Inc.2		318,700		7,763,532
Powerwave Technologies, Inc.1,2		443,100		1,883,175
SeaChange International, Inc.1,2		74,000		529,840
ShoreTel, Inc.1,2		84,300		372,606
Sycamore Networks, Inc.2		125,100		402,822
Tekelec, Inc.1,2		609,600		8,967,216
Tellabs, Inc.2		1,564,500		7,274,925
UTStarcom, Inc.1,2		441,400		2,414,458
ViaSat, Inc.1,2		128,200		2,590,922
				132,340,885
Computers & Peripherals—1.7%
3PAR, Inc.1,2		70,000		548,800
Adaptec, Inc.1,2		120,500		385,600
Electronics for Imaging, Inc.1,2		211,200		3,083,520
Hypercom Corp.1,2		11,700		51,480
Imation Corp.1		184,400		4,226,448
Lexmark International, Inc., Cl. A2		273,700		9,149,791
NCR Corp.2		426,100		10,737,720
Netezza Corp.2		125,575		1,441,601
QLogic Corp.2		992,300		14,477,657
SanDisk Corp.2		57,500		1,075,250
Seagate Technology		563,900		10,787,407
STEC, Inc.1,2		412,700		4,238,429
Stratasys, Inc.2		45,300		836,238
Synaptics, Inc.1,2		327,400		12,352,802
Western Digital Corp.2		492,800		17,016,384
Xyratex Ltd.2		87,300		1,453,545
				91,862,672
Electronic Equipment & Instruments—3.6%
Acacia Research Corp.1,2		100,400		449,792
Amphenol Corp., Cl. A		153,000		6,866,640

F18 | OPPENHEIMER MAIN STREET SMALL CAP FUND

	Shares		Value
Electronic Equipment & Instruments Continued
Arrow Electronics, Inc.2		302,300	$	9,286,656
Avnet, Inc.2		252,100		6,877,288
AVX Corp.1		193,393		2,187,275
Benchmark Electronics, Inc.2		606,840		9,915,766
Checkpoint Systems, Inc.1,2		301,600		6,297,408
Cogent, Inc.1,2		119,100		1,354,167
Cognex Corp.1		324,300		7,475,115
Coherent, Inc.1,2		58,000		1,733,620
CPI International, Inc.1,2		500		6,150
CTS Corp.1		311,400		3,129,570
DTS, Inc.1,2		126,000		3,946,320
Electro Scientific Industries, Inc.2		117,800		1,669,226
Excel Technology, Inc.2		21,500		479,880
FARO Technologies, Inc.2		12,900		324,693
FLIR Systems, Inc.1,2		154,800		6,280,236
Gerber Scientific, Inc.1,2		6,700		76,246
Ingram Micro, Inc., Cl. A2		87,100		1,546,025
Insight Enterprises, Inc.1,2		240,700		2,823,411
IPG Photonics Corp.1,2		90,100		1,694,781
Littlefuse, Inc.1,2		117,837		3,717,757
Measurement Specialties, Inc.1,2		6,800		119,612
Methode Electronics, Inc.		218,390		2,282,176
Molex, Inc.1		257,200		6,278,252
MTS Systems Corp.1		87,900		3,153,852
Multi-Fineline Electronix, Inc.1,2		211,297		5,846,588
NAM TAI Electronics, Inc.1		94,200		1,232,136
National Instruments Corp.		299,100		8,485,467
Newport Corp.2		41,000		466,990
OSI Systems, Inc.2		67,000		1,435,140
Park Electrochemical Corp.		106,000		2,576,860
PC Connection, Inc.2		44,083		410,413
Plexus Corp.1,2		563,300		15,592,144
Rofin-Sinar Technologies, Inc.1,2		460,100		13,895,020
Rogers Corp.2		106,200		3,992,058
Sanmina-SCI Corp.2		1,006,500		1,288,320
ScanSource, Inc.1,2		88,800		2,376,288
SYNNEX Corp.2		257,400		6,458,166
Tech Data Corp.2		358,900		12,163,121
Technitrol, Inc.1		340,920		5,792,231
Trimble Navigation Ltd.1,2		193,300		6,900,810
TTM Technologies, Inc.1,2		495,000		6,538,950
Vishay Intertechnology, Inc.2		898,100		7,966,147
				193,388,763
Internet Software & Services—1.5%
AsiaInfo Holdings, Inc.1,2		380,000		4,491,600
Bankrate, Inc.1,2		56,900		2,223,083
CMGI, Inc.1,2		207,344		2,197,846
Digital River, Inc.1,2		82,800		3,194,424
Equinix, Inc.1,2		29,000		2,587,380
Greenfield Online, Inc.2		167,200		2,494,624
Imergent, Inc.1		78,400		928,256
Interwoven, Inc.1,2		282,500		3,392,825
j2 Global Communications, Inc.1,2		631,768		14,530,664
Marchex, Inc., Cl. B1		67,200		827,904
National Information Consortium, Inc.		231,400		1,580,462

F19 | OPPENHEIMER MAIN STREET SMALL CAP FUND

STATEMENT OF INVESTMENTS Continued

	Shares		Value
Internet Software & Services Continued
NaviSite, Inc.1,2		72,500	$	275,500
Open Text Corp.1,2		384,000		12,326,400
RealNetworks, Inc.1,2		195,400		1,289,640
S1 Corp.2		554,700		4,199,079
Sohu.com, Inc.2		104,000		7,325,760
SonicWALL, Inc.2		271,700		1,752,465
SoundBite Communications, Inc.2		110,000		380,600
TheStreet.com, Inc.1		126,600		824,166
United Online, Inc.1		810,250		8,126,808
ValueClick, Inc.1,2		56,798		860,490
Vignette Corp.1,2		119,800		1,437,600
Vocus, Inc.1,2		66,100		2,126,437
Zix Corp.1,2		77,600		215,728
				79,589,741
IT Services—2.5%
Acxiom Corp.1		413,300		4,748,817
Affiliated Computer Services, Inc., Cl. A2		144,600		7,734,654
Broadridge Financial Solutions, Inc.		201,400		4,239,470
CACI International, Inc., Cl. A2		210,140		9,618,108
CIBER, Inc.1,2		470,200		2,919,942
Computer Sciences Corp.2		151,760		7,108,438
Convergys Corp.2		988,800		14,693,568
CSG Systems International, Inc.2		274,900		3,029,398
CyberSource Corp.1,2		538,544		9,009,841
Electronic Data Systems Corp.		86,300		2,126,432
Forrester Research, Inc.2		80,500		2,485,840
Gartner, Inc.1,2		442,600		9,170,672
Global Cash Access, Inc.1,2		119,100		817,026
Heartland Payment Systems, Inc.1		191,400		4,517,040
Hewitt Associates, Inc.2		300,700		11,525,831
infoGROUP, Inc.		10,100		44,339
Integral Systems, Inc.1		57,559		2,227,533
ManTech International Corp.1,2		326,200		15,696,744
Maximus, Inc.1		162,080		5,643,626
Metavante Technologies, Inc.		12,900		291,798
NCI, Inc., Cl. A1,2		65,000		1,487,200
Ness Technologies, Inc.1,2		1,400		14,168
Perot Systems Corp., Cl. A1,2		324,200		4,866,242
RightNow Technologies, Inc.1,2		126,800		1,733,356
SAIC, Inc.2		49,600		1,032,176
Sapient Corp.1,2		878,500		5,639,970
Syntel, Inc.1		44,700		1,507,284
TNS, Inc.1,2		2,600		62,296
Wright Express Corp.2		65,400		1,621,920
				135,613,729
Office Electronics—0.1%
Zebra Technologies Corp., Cl. A2		174,600		5,698,944
Semiconductors & Semiconductor Equipment—5.0%
Actel Corp.2		234,100		3,944,585
Advanced Energy Industries, Inc.1,2		236,900		3,245,530
Altera Corp.		385,500		7,979,850
Amkor Technology, Inc.1,2		1,498,610		15,600,530
Analog Devices, Inc.		215,800		6,855,966
Atmel Corp.2		2,622,600		9,126,648
ATMI, Inc.1,2		214,200		5,980,464
Brooks Automation, Inc.1,2		330,900		2,736,543
Cabot Microelectronics Corp.1,2		326,200		10,813,530
Cirrus Logic, Inc.1,2		100,800		560,448

F20 | OPPENHEIMER MAIN STREET SMALL CAP FUND

	Shares		Value
Semiconductors & Semiconductor Equipment Continued
Cohu, Inc.1		117,700	$	1,727,836
Entegris, Inc.2		1,198,260		7,848,603
Fairchild Semiconductor International, Inc., Cl. A2		1,097,718		12,876,232
FEI Co.1,2		285,400		6,501,412
Integrated Device Technology, Inc.2		1,536,600		15,273,804
Intellon Corp.2		109,300		360,690
Intersil Corp., Cl. A		440,900		10,722,688
IXYS Corp.2		6,900		82,386
KLA-Tencor Corp.		251,900		10,254,849
Lattice Semiconductor Corp.2		665,800		2,083,954
LSI Corp.2		1,082,700		6,647,778
Marvell Technology Group Ltd.2		418,400		7,388,944
Mattson Technology, Inc.1,2		21,300		101,388
Micrel, Inc.		657,200		6,013,380
Microtune, Inc.1,2		96,000		332,160
MKS Instruments, Inc.2		686,800		15,040,920
Monolithic Power Systems, Inc.1,2		343,900		7,435,118
Netlogic Microsystems, Inc.1,2		57,700		1,915,640
NVIDIA Corp.2		31,358		587,022
OmniVision Technologies, Inc.2		51,700		625,053
Pericom Semiconductor Corp.1,2		379,600		5,633,264
Semtech Corp.1,2		845,320		11,893,652
Silicon Image, Inc.1,2		474,100		3,437,225
Silicon Laboratories, Inc.1,2		256,800		9,267,912
Silicon Storage Technology, Inc.1,2		216,700		600,259
Skyworks Solutions, Inc.1,2		1,533,280		15,133,474
Standard Microsystems Corp.1,2		176,100		4,781,115
Techwell, Inc.2		5,400		66,528
Teradyne, Inc.2		953,200		10,551,924
TriQuint Semiconductor, Inc.2		432,800		2,622,768
Ultra Clean Holdings, Inc.1,2		25,300		201,388
Ultratech, Inc.2		136,500		2,118,480
Veeco Instruments, Inc.1,2		295,800		4,756,464
Verigy Ltd.2		308,400		7,003,764
Volterra Semiconductor Corp.1,2		277,700		4,793,102
Zoran Corp.2		225,700		2,640,690
				266,165,960
Software—4.6%
Activision, Inc.2		456,900		15,566,583
Actuate Corp.2		110,700		432,837
Advent Software, Inc.1,2		107,290		3,871,023
Amdocs Ltd.2		193,900		5,704,538
Ansoft Corp.1,2		75,846		2,760,794
Ansys, Inc.1,2		254,260		11,980,731
ArcSight, Inc.1,2		12,500		110,000
Aspen Technology, Inc.2		685,690		9,119,677
Autodesk, Inc.2		37,500		1,267,875
Blackbaud, Inc.1		161,924		3,465,174
BMC Software, Inc.2		376,600		13,557,600
CA, Inc.		144,200		3,329,578
Cadence Design Systems, Inc.2		797,600		8,055,760
Check Point Software Technologies Ltd.2		329,600		7,801,632
Commvault Systems, Inc.1,2		88,560		1,473,638
Compuware Corp.1,2		1,428,000		13,623,120

F21 | OPPENHEIMER MAIN STREET SMALL CAP FUND

STATEMENT OF INVESTMENTS Continued

	Shares		Value
Software Continued
Concur Technologies, Inc.1,2		4,920	$	163,492
Double-Take Software, Inc.1,2		55,900		768,066
EPIQ Systems, Inc.1,2		174,450		2,477,190
Fair Isaac Corp.1		276,500		5,742,905
FalconStor Software, Inc.1,2		128,600		910,488
Henry (Jack) & Associates, Inc.1		57,200		1,237,808
Informatica Corp.1,2		634,300		9,539,872
Interactive Intelligence, Inc.1,2		87,100		1,013,844
Intervoice, Inc.1,2		72,500		413,250
JDA Software Group, Inc.2		273,200		4,944,920
Lawson Software, Inc.1,2		1,324,800		9,631,296
Manhattan Associates, Inc.1,2		185,600		4,404,288
Mentor Graphics Corp.1,2		351,400		5,552,120
MICROS Systems, Inc.2		64,500		1,966,605
MicroStrategy, Inc., Cl. A1,2		127,000		8,223,250
NAVTEQ Corp.2		41,800		3,218,600
Net 1 UEPS Technologies, Inc.2		383,700		9,323,910
NetScout Systems, Inc.2		152,800		1,631,904
Parametric Technology Corp.2		537,350		8,957,625
Phoenix Technologies Ltd.1,2		10,600		116,600
Progress Software Corp.1,2		231,100		5,909,227
PROS Holdings, Inc.1,2		42,225		474,187
Quest Software, Inc.1,2		644,100		9,539,121
Radiant Systems, Inc.1,2		221,900		2,380,987
Salesforce.com, Inc.2		26,900		1,835,387
SPSS, Inc.1,2		113,600		4,131,632
Sybase, Inc.2		314,400		9,249,648
Taleo Corp., Cl. A1,2		165,300		3,238,227
The9 Ltd., ADR1,2		15,657		353,535
TIBCO Software, Inc.1,2		1,935,200		14,804,280
Tyler Technologies, Inc.1,2		267,200		3,625,904
Ultimate Software Group, Inc. (The)1,2		98,600		3,513,118
Wind River Systems, Inc.1,2		481,134		5,239,549
				246,653,395
Materials—7.9%
Chemicals—4.2%
Arch Chemicals, Inc.1		267,400		8,864,310
Balchem Corp.		12,700		293,751
Calgon Carbon Corp.1,2		430,800		6,660,168
Celanese Corp., Series A		25,300		1,155,198
CF Industries Holdings, Inc.		144,700		22,110,160
Chemtura Corp.1		977,360		5,707,782
Cytec Industries, Inc.		57,800		3,153,568
Ferro Corp.		258,300		4,845,708
Fuller (H.B.) Co.1		353,300		7,928,052
GenTek, Inc.1,2		13,300		357,637
Hercules, Inc.		906,600		15,348,738
ICO, Inc.1,2		201,300		1,211,826
Innophos Holdings, Inc.1		172,400		5,508,180
Innospec, Inc.		156,105		2,937,896
Koppers Holdings, Inc.		263,700		11,041,119
Landec Corp.1,2		123,200		797,104
LSB Industries, Inc.1,2		12,500		247,500
Minerals Technologies, Inc.1		209,700		13,334,823
Nalco Holding Co.		223,100		4,718,565
NewMarket Corp.1		192,660		12,759,872
NOVA Chemicals Corp.		317,500		7,832,725

F22 | OPPENHEIMER MAIN STREET SMALL CAP FUND

	Shares		Value
Chemicals Continued
Olin Corp.		664,600	$	17,399,228
OM Group, Inc.1,2		319,000		10,460,010
Penford Corp.1		9,400		139,872
PolyOne Corp.2		414,700		2,890,459
Quaker Chemical Corp.		47,200		1,258,352
Rockwood Holdings, Inc.1,2		7,100		247,080
RPM International, Inc.		217,500		4,480,500
Schulman (A.), Inc.		158,600		3,652,558
Scotts Miracle-Gro Co. (The), Cl. A		78,200		1,373,974
Sensient Technologies Corp.		383,490		10,799,078
ShengdaTech, Inc.1,2		93,400		927,462
Stepan Co.1		58,000		2,645,960
Terra Industries, Inc.1		339,254		16,742,185
Valhi, Inc.		14,500		395,125
Valspar Corp. (The)1		456,400		8,630,524
Westlake Chemical Corp.1		202,700		3,012,122
Zep, Inc.		191,575		2,850,636
				224,719,807
Containers & Packaging—1.0%
AptarGroup, Inc.		89,800		3,767,110
Crown Holdings, Inc.2		267,400		6,949,726
Greif, Inc., Cl. A1		135,700		8,688,871
Myers Industries, Inc.		115,600		942,140
Owens-Illinois, Inc.2		173,000		7,212,370
Rock-Tenn Co., Cl. A1		518,700		15,555,813
Sealed Air Corp.		285,100		5,419,751
Silgan Holdings, Inc.		21,600		1,095,984
Sonoco Products Co.		155,700		4,818,915
				54,450,680
Metals & Mining—2.6%
A. M. Castle & Co.1		101,700		2,909,637
AK Steel Holding Corp.		169,600		11,702,400
AMCOL International Corp.1		34,600		984,716
Amerigo Resources Ltd.		757,900		1,144,617
Century Aluminum Co.1,2		115,100		7,652,999
Compass Minerals International, Inc.		167,900		13,526,024
Esmark, Inc.1,2		7,900		151,048
Farallon Resources Ltd.2		1,036,200		792,621
Hecla Mining Co.1,2		1,676,500		15,524,390
Kaiser Aluminum Corp.1		56,700		3,035,151
Olympic Steel, Inc.1		67,700		5,139,784
Redcorp Ventures Ltd.2,3		4,502,900		861,102
Reliance Steel & Aluminum Co.		147,700		11,386,193
Schnitzer Steel Industries, Inc.		201,000		23,034,600
Sims Group Ltd., Sponsored ADR1		555,020		22,145,298
Universal Stainless & Alloy Products, Inc.1,2		8,200		303,728
Worthington Industries, Inc.1		790,600		16,207,300
Yamana Gold, Inc.		51,405		854,986
				137,356,594
Paper & Forest Products—0.1%
Buckeye Technologies, Inc.2		126,700		1,071,882
Deltic Timber Corp.1		27,100		1,450,121
Glatfelter1		276,600		3,736,866
Mercer International, Inc.1,2		28,200		210,936
Schweitzer-Mauduit International, Inc.1		51,800		872,830
Wausau Paper Corp.1		97,500		751,725
				8,094,360

F23 | OPPENHEIMER MAIN STREET SMALL CAP FUND

STATEMENT OF INVESTMENTS Continued

	Shares		Value
Telecommunication Services—1.8%
Diversified Telecommunication Services—1.2%
Alaska Communications Systems Group, Inc.1		184,225	$	2,199,647
Atlantic Tele-Network, Inc.1		90,385		2,486,491
Cincinnati Bell, Inc.2		2,540,300		10,110,394
Embarq Corp.		188,900		8,929,303
Iowa Telecommunications Services, Inc.1		210,500		3,706,905
NTELOS Holdings Corp.1		471,000		11,949,270
Premiere Global Services, Inc.2		1,015,780		14,810,072
Windstream Corp.		625,600		7,719,904
				61,911,986
Wireless Telecommunication Services—0.6%
Centennial Communications Corp.1,2		764,300		5,342,457
iPCS, Inc.1,2		37,100		1,099,273
Rural Cellular Corp., Cl. A1,2		36,700		1,633,517
Syniverse Holdings, Inc.2		792,565		12,839,553
Telephone & Data Systems, Inc.		228,600		10,805,922
United States Cellular Corp.2		43,630		2,467,277
				34,187,999
Utilities—1.7%
Electric Utilities—0.2%
DPL, Inc.		98,000		2,585,240
El Paso Electric Co.2		142,700		2,825,460
Hawaiian Electric Industries, Inc.1		72,700		1,797,871
UIL Holdings Corp.1		69,800		2,052,818
UniSource Energy Corp.		98,500		3,054,485
				12,315,874
Energy Traders—0.4%
Canadian Hydro Developers, Inc.2		306,000		1,605,472
Mirant Corp.1,2		292,900		11,467,035
Reliant Energy, Inc.2		318,500		6,774,495
				19,847,002
Gas Utilities—0.8%
Laclede Group, Inc. (The)1		174,100		7,028,417
New Jersey Resources Corp.1		49,400		1,612,910
Northwest Natural Gas Co.1		227,100		10,505,646
Piedmont Natural Gas Co., Inc.		93,600		2,448,576
South Jersey Industries, Inc.		10,500		392,280
Southwest Gas Corp.1		44,600		1,325,958
WGL Holdings, Inc.1		526,000		18,273,240
				41,587,027
Multi-Utilities—0.2%
Alliant Energy Corp.		33,800		1,157,988
Avista Corp.		254,800		5,468,003
Integrys Energy Group, Inc.1		86,200		4,381,546
				11,007,537
Water Utilities—0.1%
Cascal NV2		289,300		3,558,390
SJW Corp.1		63,700		1,681,680
				5,240,070
Total Common Stocks (Cost $5,330,035,312)				5,343,618,819

	Units
Rights, Warrants and Certificates—0.0%
Redcorp Ventures Ltd. Wts., Strike Price 0.65 CAD, Exp. 7/5/092 (Cost $0)		2,251,450	55,199

F24 | OPPENHEIMER MAIN STREET SMALL CAP FUND

	Shares		Value
Investment Companies—0.7%
Oppenheimer Institutional Money Market Fund, Cl. E, 2.69%5,6 (Cost $38,604,527)		38,604,527	$	38,604,527
Total Investments, at Value (excluding Investments Purchased with Cash Collateral from Securities Loaned) (Cost $5,368,639,839)				5,382,278,545

	Principal
	Amount
Investments Purchased with Cash Collateral from Securities Loaned—21.6%7
Asset-Backed Floating Note—1.1%
Carrington Mortgage Loan Trust, Series 2007-RFC1, Cl. A1, 2.53%, 7/25/08	$	15,154,570	$	14,780,176
Credit-Based Asset Servicing & Securitization LLC, 2.52%, 7/25/08		2,320,830		2,289,696
GSAA Home Equity Trust, Series 2005-15, Cl. 2A1, 2.57%, 7/25/08		2,333,267		2,308,178
Home Equity Asset Trust, Series 2006-6, Cl. 2A1, 2.54%, 7/25/08		2,822,397		2,779,369
Morgan Stanley ABS Capital I, Series 2007-NC2, Cl. A2A, 2.59%, 7/25/08		12,906,594		12,662,104
Morgan Stanley ABS Capital I, Series 2007-NC4, Cl. A2A, 2.56%, 7/25/08		17,385,228		14,701,540
Option One Mortgage Loan Trust, Series 2007-2, Cl. SA1, 2.57%, 7/25/08		8,322,974		8,169,765
Specialty Underwriting & Residential Finance Trust, Series 2006 BC1, Cl. A2A, 2.56%, 7/25/08		44,704		44,655
				57,735,483
Bank Floating Rate Note—0.6%
Wachovia Bank NA, 2.11%, 7/1/08		31,000,000		30,742,328
Domestic Floating Certificate of Deposit—2.5%
Comerica, 2.46%, 7/1/08		70,000,000		69,988,170
Manufactures & Traders, 2.72%, 7/15/08		64,909,460		64,944,815
				134,932,985
Funding Agreement/Guaranteed Investment Contract—0.6%
Protective Life Insurance Co., 3.06%, 7/28/08		15,000,000		15,000,000
Protective Life Insurance Co., 3.06%, 7/29/08		19,000,000		19,000,000
				34,000,000
Repurchase Agreements—8.0%
Repurchase agreement (Principal Amount/Value $20,000,000 with a maturity value of $20,001,278) with BNP Paribas Securities Corp., 2.30%, dated 6/30/08, to be repurchased at $20,001,278 on 7/1/08, collateralized by U.S. Agency Mortgages, 5%-6.50%, 9/1/36-5/1/38, with a value of $20,400,000		20,000,000		20,000,000

F25 | OPPENHEIMER MAIN STREET SMALL CAP FUND

STATEMENT OF INVESTMENTS Continued

	Principal
	Amount			Value
Repurchase Agreements Continued
Repurchase agreement (Principal Amount/Value $409,303,748 with a maturity value of $409,334,446) with Barclays Capital, 2.70%, dated 6/30/08, to be repurchased at $409,334,446 on 7/1/08, collateralized by various securities, 0%-7.325%, 12/15/10-11/20/56, with a value of $427,149,823	$	409,303,748		$	409,303,748
					429,303,748
Medium-Term Floating Note—8.8%
AIG Match Funding Corp., 2.11%, 7/1/08		40,000,000			39,742,411
American General Finance Corp., 2.73%, 7/9/08		13,000,000			12,771,564
American Honda Finance Corp., 2.69%, 9/9/08		13,504,840			13,481,195
American Honda Finance Corp., 2.77%, 9/16/08		49,008,302			48,990,935
Beta Finance, Inc., 2.13%, 7/1/08		24,993,299			24,690,875
CC USA, Inc., 2.13%, 7/1/08		25,493,156			25,203,920
Fifth Third Bancorp, 2.49%, 7/23/08		2,000,000			1,998,166
Goldman Sachs Group, Inc., 2.16%, 7/1/08		25,000,000			24,763,825
HBOS Treasury Services plc, 2.12%, 7/1/08		3,000,000			2,999,826
HSBC Finance Corp., 2.47%, 7/7/08		3,000,000			2,998,431
Jackson National Life Global Fund, 2.71%, 9/2/08		25,000,000			24,849,775
LINKS Finance LLC, 2.12%, 7/1/08		44,988,796			44,586,474
MBIA Global Funding LLC, 2.12%, 7/1/08		18,000,000			16,942,140
MBIA Global Funding LLC, 2.12%, 7/1/08		8,000,000			6,971,072
Merrill Lynch & Co., 2.16%, 7/1/08		30,000,000			29,358,270
Merrill Lynch & Co., 2.17%, 7/1/08		40,000,000			39,008,760
Metropolitan Life Global Funding, 2.48%, 7/22/08		38,500,000			38,491,492
Nationwide Global Fund I, 2.78%, 9/15/08		54,018,143			53,998,163
PACCAR Financial Corp., 2.65%, 8/28/08		7,501,825			7,493,790
Pricoa Global Funding I, 2.78%, 9/12/08		14,000,485			13,996,584
					473,337,668
Total Investments Purchased with Cash Collateral from Securities Loaned (Cost $1,169,518,660)					1,160,052,212
Total Investments, at Value (Cost $6,538,158,499)		121.9	%		6,542,330,757
Liabilities in Excess of Other Assets		(21.9	)		(1,174,707,784	)
Net Assets		100.0	%	$	5,367,622,973

Industry classifications are unaudited.

F26 | OPPENHEIMER MAIN STREET SMALL CAP FUND

Footnotes to Statement of Investments

Strike price is reported in U.S. Dollars, except for those denoted in the following currency:

CAD Canadian Dollar

1. Partial or fully-loaned security. See Note 7 of accompanying Notes.

2. Non-income producing security.

3. Represents securities sold under Rule 144A, which are exempt from registration under the Securities Act of 1933, as amended. These securities have been determined to be liquid under guidelines established by the Board of Trustees. These securities amount to $6,801,943 or 0.13% of the Fund’s net assets as of June 30, 2008.

4. Illiquid or restricted security. The aggregate value of illiquid or restricted securities as of June 30, 2008 was $784,790, which represents 0.01% of the Fund’s net assets, all of which is considered restricted. See Note 6 of accompanying Notes. Information concerning restricted securities is as follows:

	Acquisition						Unrealized
Security	Date		Cost		Value		Appreciation
Tusk Energy Corp.		11/15/04	$	492,524	$	784,790	$	292,266

5. Rate shown is the 7-day yield as of June 30, 2008.

6. Is or was an affiliate, as defined in the Investment Company Act of 1940, at or during the period ended June 30, 2008, 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. Transactions during the period in which the issuer was an affiliate are as follows:

	Shares		Gross		Gross		Shares
	June 30, 2007		Additions		Reductions		June 30, 2008
Oppenheimer Institutional Money Market Fund, Cl. E		59,435,689		1,611,846,325		1,632,677,487		38,604,527

			Dividend
	Value		Income
Oppenheimer Institutional Money Market Fund, Cl. E	$	38,604,527	$	2,098,237

7. The security/securities have been segregated to satisfy the forward commitment to return the cash collateral received in securities lending transactions upon the borrower’s return of the securities loaned. See Note 7 of accompanying Notes.

See accompanying Notes to Financial Statements.

F27 | OPPENHEIMER MAIN STREET SMALL CAP FUND

STATEMENT OF ASSETS AND LIABILITIES June 30, 2008

Assets
Investments, at value—see accompanying statement of investments:
Unaffiliated companies (cost $6,499,553,972)	$	6,503,726,230
Affiliated companies (cost $38,604,527)		38,604,527
		6,542,330,757
Cash		4,122,083
Receivables and other assets:
Investments sold		116,074,208
Shares of beneficial interest sold		21,044,343
Interest and dividends		3,665,175
Other		831,936
Total assets		6,688,068,502
Liabilities
Return of collateral for securities loaned		1,171,705,346
Payables and other liabilities:
Investments purchased		124,649,549
Shares of beneficial interest redeemed		19,102,643
Distribution and service plan fees		2,776,892
Transfer and shareholder servicing agent fees		1,476,521
Shareholder communications		585,055
Trustees’ compensation		42,894
Other		106,629
Total liabilities		1,320,445,529
Net Assets	$	5,367,622,973
Composition of Net Assets
Par value of shares of beneficial interest	$	301,774
Additional paid-in capital		5,786,530,747
Accumulated net investment loss		(254,076	)
Accumulated net realized loss on investments and foreign currency transactions		(423,127,722	)
Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currencies		4,172,250
Net Assets	$	5,367,622,973

F28 | OPPENHEIMER MAIN STREET SMALL CAP FUND

Net Asset Value Per Share
Class A Shares:
Net asset value and redemption price per share (based on net assets of $3,304,734,805 and 184,887,396 shares of beneficial interest outstanding)	$	17.87
Maximum offering price per share (net asset value plus sales charge of 5.75% of offering price)	$	18.96
Class B Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $261,085,468 and 15,930,989 shares of beneficial interest outstanding)	$	16.39
Class C Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $505,403,872 and 30,687,757 shares of beneficial interest outstanding)	$	16.47
Class N Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $275,975,238 and 15,841,838 shares of beneficial interest outstanding)	$	17.42
Class Y Shares:
Net asset value, redemption price and offering price per share (based on net assets of $1,020,423,590 and 54,426,379 shares of beneficial interest outstanding)	$	18.75

See accompanying Notes to Financial Statements.

F29 | OPPENHEIMER MAIN STREET SMALL CAP FUND

STATEMENT OF OPERATIONS For the Year Ended June 30, 2008

Investment Income
Dividends:
Unaffiliated companies (net of foreign withholding taxes of $15,384)	$	43,956,653
Affiliated companies		2,098,237
Portfolio lending fees		10,263,500
Interest		140,879
Other income		62,079
Total investment income		56,521,348
Expenses
Management fees		34,222,387
Distribution and service plan fees:
Class A		8,758,112
Class B		3,585,437
Class C		6,033,053
Class N		1,447,500
Transfer and shareholder servicing agent fees:
Class A		10,814,413
Class B		953,344
Class C		1,449,354
Class N		1,216,778
Class Y		1,013,575
Shareholder communications:
Class A		734,151
Class B		116,489
Class C		120,586
Class N		20,823
Class Y		8,587
Trustees’ compensation		95,845
Custodian fees and expenses		30,244
Administration service fees		1,500
Other		184,569
Total expenses		70,806,747
Less reduction to custodian expenses		(12,155	)
Less waivers and reimbursements of expenses		(252,797	)
Net expenses		70,541,795
Net Investment Loss		(14,020,447	)

F30 | OPPENHEIMER MAIN STREET SMALL CAP FUND

Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investments from unaffiliated companies	$	(261,494,100	)
Foreign currency transactions		1,704,072
Short positions		8,107
Net realized loss		(259,781,921	)
Net change in unrealized appreciation (depreciation) on:
Investments		(908,139,793	)
Translation of assets and liabilities denominated in foreign currencies		(778,628	)
Net change in unrealized appreciation		(908,918,421	)
Net Decrease in Net Assets Resulting from Operations	$	(1,182,720,789	)

See accompanying Notes to Financial Statements.

F31 | OPPENHEIMER MAIN STREET SMALL CAP FUND

STATEMENTS OF CHANGES IN NET ASSETS

Year Ended June 30,	2008			2007
Operations
Net investment income (loss)	$	(14,020,447	)	$	10,852,625
Net realized gain (loss)		(259,781,921	)		475,646,147
Net change in unrealized appreciation		(908,918,421	)		301,071,630
Net increase (decrease) in net assets resulting from operations		(1,182,720,789	)		787,570,402
Dividends and/or Distributions to Shareholders
Dividends from net investment income:
Class A		(8,491,179	)		—
Class B		—			—
Class C		—			—
Class N		—			—
Class Y		(4,176,920	)		—
		(12,668,099	)		—
Tax return of capital distribution from net investment income:
Class A		(42,889	)		—
Class B		—			—
Class C		—			—
Class N		—			—
Class Y		(21,097	)		—
		(63,986	)		—
Distributions from net realized gain:
Class A		(340,286,746	)		(198,184,565	)
Class B		(37,088,720	)		(34,084,425	)
Class C		(61,718,249	)		(45,157,710	)
Class N		(27,521,324	)		(16,187,088	)
Class Y		(59,781,758	)		(33,646,099	)
		(526,396,797	)		(327,259,887	)
Tax return of capital distribution from net realized gain:
Class A		(2,724,625	)		—
Class B		(296,964	)		—
Class C		(494,169	)		—
Class N		(220,359	)		—
Class Y		(478,664	)		—
		(4,214,781	)		—
Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from beneficial interest transactions:
Class A		649,537,948			891,622,920
Class B		(94,267,351	)		(62,735,159	)
Class C		(9,343,656	)		59,556,302
Class N		64,382,658			85,583,224
Class Y		428,176,067			324,792,387
		1,038,485,666			1,298,819,674

F32 | OPPENHEIMER MAIN STREET SMALL CAP FUND

Year Ended June 30,	2008			2007
Net Assets
Total increase (decrease)	$	(687,578,786	)	$	1,759,130,189
Beginning of period		6,055,201,759			4,296,071,570
End of period (including accumulated net investment income (loss) of $(254,076) and $12,539,689, respectively)	$	5,367,622,973		$	6,055,201,759

See accompanying Notes to Financial Statements.

F33 | OPPENHEIMER MAIN STREET SMALL CAP FUND

FINANCIAL HIGHLIGHTS

Class A      Year Ended June 30,	2008			2007			2006			2005			2004
Per Share Operating Data
Net asset value, beginning of period	$	24.25		$	22.27		$	20.17		$	19.52		$	14.78
Income (loss) from investment operations:
Net investment income (loss)		(.04	)1		.08	1		(.02	)1		(.04	)1		(.10	)
Net realized and unrealized gain (loss)		(4.28	)		3.45			3.59			2.65			4.84
Total from investment operations		(4.32	)		3.53			3.57			2.61			4.74
Dividends and/or distributions to shareholders:
Dividends from net investment income		(.05	)		—			—			—			—
Distributions from net realized gain		(2.00	)		(1.55	)		(1.47	)		(1.96	)		—
Tax return of capital distribution from net investment income		—	2		—			—			—			—
Tax return of capital distribution from net realized gain		(.01	)		—			—			—			—
Total dividends and/or distributions to shareholders		(2.06	)		(1.55	)		(1.47	)		(1.96	)		—
Net asset value, end of period	$	17.87		$	24.25		$	22.27		$	20.17		$	19.52
Total Return, at Net Asset Value3		(18.66	)%		16.48	%		18.22	%		13.82	%		32.07	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	3,304,735		$	3,766,574		$	2,584,254		$	1,557,307		$	1,177,389
Average net assets (in thousands)	$	3,576,817		$	3,086,495		$	2,040,757		$	1,325,846		$	904,397
Ratios to average net assets:4
Net investment income (loss)		(0.17	)%		0.35	%		(0.07	)%		(0.20	)%		(0.42	)%
Total expenses		1.19	%5,6		1.12	%5,6		1.15	%6		1.19	%6,7		1.17	%6,7
Portfolio turnover rate		134	%		114	%		102	%		132	%		127	%

1.	Per share amounts calculated based on the average shares outstanding during the period.
2.	Less than $0.005 per share.
3.	Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
4.	Annualized for periods less than one full year.
5.	Total expenses including indirect expenses from affiliated fund were as follows:

Year Ended June 30, 2008	1.19	%
Year Ended June 30, 2007	1.12	%

6.	Reduction to custodian expenses less than 0.005%.
7.	Voluntary waiver of transfer agent fees less than 0.005%.

See accompanying Notes to Financial Statements.

F34 | OPPENHEIMER MAIN STREET SMALL CAP FUND

Class B      Year Ended June 30,	2008			2007			2006			2005			2004
Per Share Operating Data
Net asset value, beginning of period	$	22.53		$	20.94		$	19.19		$	18.79		$	14.35
Income (loss) from investment operations:
Net investment loss		(.17	)1		(.10	)1		(.18	)1		(.18	)1		(.20	)
Net realized and unrealized gain (loss)		(3.96	)		3.24			3.40			2.54			4.64
Total from investment operations		(4.13	)		3.14			3.22			2.36			4.44
Dividends and/or distributions to shareholders:
Dividends from net investment income		—			—			—			—			—
Distributions from net realized gain		(2.00	)		(1.55	)		(1.47	)		(1.96	)		—
Tax return of capital distribution from net investment income		—			—			—			—			—
Tax return of capital distribution from net realized gain		(.01	)		—			—			—			—
Total dividends and/or distributions to shareholders		(2.01	)		(1.55	)		(1.47	)		(1.96	)		—
Net asset value, end of period	$	16.39		$	22.53		$	20.94		$	19.19		$	18.79
Total Return, at Net Asset Value2		(19.25	)%		15.63	%		17.29	%		12.98	%		30.94	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	261,085		$	473,768		$	501,742		$	510,183		$	482,028
Average net assets (in thousands)	$	357,794		$	479,042		$	512,657		$	490,050		$	432,160
Ratios to average net assets:3
Net investment loss		(0.89	)%		(0.46	)%		(0.85	)%		(0.98	)%		(1.26	)%
Total expenses		1.92	%4,5		1.89	%4,5		1.92	%5		1.97	%5		2.01	%5,6
Portfolio turnover rate		134	%		114	%		102	%		132	%		127	%

1.	Per share amounts calculated based on the average shares outstanding during the period.
2.	Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
3.	Annualized for periods less than one full year.
4.	Total expenses including indirect expenses from affiliated fund were as follows:

Year Ended June 30, 2008	1.92	%
Year Ended June 30, 2007	1.89	%

5.	Reduction to custodian expenses less than 0.005%.
6.	Voluntary waiver of transfer agent fees less than 0.005%.

See accompanying Notes to Financial Statements.

F35 | OPPENHEIMER MAIN STREET SMALL CAP FUND

FINANCIAL HIGHLIGHTS Continued

Class C     Year Ended June 30,	2008			2007			2006			2005			2004
Per Share Operating Data
Net asset value, beginning of period	$	22.62		$	21.01		$	19.24		$	18.82		$	14.36
Income (loss) from investment operations:
Net investment loss		(.16	)1		(.08	)1		(.16	)1		(.17	)1		(.17	)
Net realized and unrealized gain (loss)		(3.98	)		3.24			3.40			2.55			4.63
Total from investment operations		(4.14	)		3.16			3.24			2.38			4.46
Dividends and/or distributions to shareholders:
Dividends from net investment income		—			—			—			—			—
Distributions from net realized gain		(2.00	)		(1.55	)		(1.47	)		(1.96	)		—
Tax return of capital distribution from net investment income		—			—			—			—			—
Tax return of capital distribution from net realized gain		(.01	)		—			—			—			—
Total dividends and/or distributions to shareholders		(2.01	)		(1.55	)		(1.47	)		(1.96	)		—
Net asset value, end of period	$	16.47		$	22.62		$	21.01		$	19.24		$	18.82
Total Return, at Net Asset Value2		(19.21	)%		15.68	%		17.35	%		13.07	%		31.06	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	505,404		$	710,808		$	600,331		$	473,099		$	402,056
Average net assets (in thousands)	$	602,381		$	645,637		$	543,420		$	433,888		$	340,201
Ratios to average net assets:3
Net investment loss		(0.86	)%		(0.39	)%		(0.79	)%		(0.91	)%		(1.17	)%
Total expenses		1.88	%4,5		1.84	%4,5		1.87	%5		1.90	%5,6		1.91	%5,6
Portfolio turnover rate		134	%		114	%		102	%		132	%		127	%

1.	Per share amounts calculated based on the average shares outstanding during the period.
2.	Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
3.	Annualized for periods less than one full year.
4.	Total expenses including indirect expenses from affiliated fund were as follows:

Year Ended June 30, 2008	1.88	%
Year Ended June 30, 2007	1.84	%

5.	Reduction to custodian expenses less than 0.005%.
6.	Voluntary waiver of transfer agent fees less than 0.005%.

See accompanying Notes to Financial Statements.

F36 | OPPENHEIMER MAIN STREET SMALL CAP FUND

Class N     Year Ended June 30,	2008			2007			2006			2005			2004
Per Share Operating Data
Net asset value, beginning of period	$	23.70		$	21.87		$	19.90		$	19.33		$	14.69
Income (loss) from investment operations:
Net investment income (loss)		(.09	)1		.01	1		(.09	)1		(.10	)1		(.14	)
Net realized and unrealized gain (loss)		(4.18	)		3.37			3.53			2.63			4.78
Total from investment operations		(4.27	)		3.38			3.44			2.53			4.64
Dividends and/or distributions to shareholders:
Dividends from net investment income		—			—			—			—			—
Distributions from net realized gain		(2.00	)		(1.55	)		(1.47	)		(1.96	)		—
Tax return of capital distribution from net investment income		—			—			—			—			—
Tax return of capital distribution from net realized gain		(.01	)		—			—			—			—
Total dividends and/or distributions to shareholders		(2.01	)		(1.55	)		(1.47	)		(1.96	)		—
Net asset value, end of period	$	17.42		$	23.70		$	21.87		$	19.90		$	19.33
Total Return, at Net Asset Value2		(18.87	)%		16.08	%		17.79	%		13.53	%		31.59	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	275,975		$	300,360		$	192,089		$	129,631		$	84,678
Average net assets (in thousands)	$	289,699		$	245,298		$	162,869		$	105,497		$	65,107
Ratios to average net assets:3
Net investment income (loss)		(0.47	)%		0.02	%		(0.40	)%		(0.50	)%		(0.77	)%
Total expenses		1.55	%4		1.45	%4		1.49	%		1.54	%		1.61	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.48	%		1.45	%		1.48	%		1.50	%		1.52	%
Portfolio turnover rate		134	%		114	%		102	%		132	%		127	%

1.	Per share amounts calculated based on the average shares outstanding during the period.
2.	Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
3.	Annualized for periods less than one full year.
4.	Total expenses including indirect expenses from affiliated fund were as follows:

Year Ended June 30, 2008	1.55	%
Year Ended June 30, 2007	1.45	%

See accompanying Notes to Financial Statements.

F37 | OPPENHEIMER MAIN STREET SMALL CAP FUND

FINANCIAL HIGHLIGHTS Continued

Class Y     Year Ended June 30,	2008			2007			2006			2005			2004
Per Share Operating Data
Net asset value, beginning of period	$	25.32		$	23.09		$	20.76		$	19.94		$	15.03
Income (loss) from investment operations:
Net investment income (loss)		.05	1		.20	1		.10	1		.08	1		(.03	)
Net realized and unrealized gain (loss)		(4.47	)		3.58			3.70			2.70			4.94
Total from investment operations		(4.42	)		3.78			3.80			2.78			4.91
Dividends and/or distributions to shareholders:
Dividends from net investment income		(.14	)		—			—			—			—
Distributions from net realized gain		(2.00	)		(1.55	)		(1.47	)		(1.96	)		—
Tax return of capital distribution from net investment income		—	2		—			—			—			—
Tax return of capital distribution from net realized gain		(.01	)		—			—			—			—
Total dividends and/or distributions to shareholders		(2.15	)		(1.55	)		(1.47	)		(1.96	)		—
Net asset value, end of period	$	18.75		$	25.32		$	23.09		$	20.76		$	19.94
Total Return, at Net Asset Value3		(18.28	)%		17.00	%		18.83	%		14.41	%		32.67	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	1,020,424		$	803,692		$	417,656		$	229,463		$	14,714
Average net assets (in thousands)	$	746,300		$	570,576		$	314,236		$	84,470		$	11,428
Ratios to average net assets:4
Net investment income		0.25	%		0.83	%		0.42	%		0.39	%		0.06	%
Total expenses		0.76	%5,6		0.66	%5,6		0.66	%6		0.69	%6		0.70	%6
Portfolio turnover rate		134	%		114	%		102	%		132	%		127	%

1.	Per share amounts calculated based on the average shares outstanding during the period.
2.	Less than $0.005 per share.
3.	Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
4.	Annualized for periods less than one full year.
5.	Total expenses including indirect expenses from affiliated fund were as follows:

Year Ended June 30, 2008	0.76	%
Year Ended June 30, 2007	0.66	%

6. Reduction to custodian expenses less than 0.005%.

See accompanying Notes to Financial Statements.

F38 | OPPENHEIMER MAIN STREET SMALL CAP FUND

NOTES TO FINANCIAL STATEMENTS

1. Significant Accounting Policies

Oppenheimer Main Street Small Cap Fund (the “Fund”) is an open-end management investment company registered under the Investment Company Act of 1940, as amended. The Fund’s investment objective is to seek capital appreciation. The Fund’s investment adviser is OppenheimerFunds, Inc. (the “Manager”).

     The Fund offers Class A, Class B, Class C, Class N and Class Y shares. Class A shares are sold at their offering price, which is normally net asset value plus a front-end sales charge. Class B, Class C and Class N shares are sold without a front-end sales charge but may be subject to a contingent deferred sales charge (“CDSC”). Class N shares are sold only through retirement plans. Retirement plans that offer Class N shares may impose charges on those accounts. Class Y shares are sold to certain institutional investors without either a front-end sales charge or a CDSC, however, the institutional investor may impose charges on those accounts. All classes of shares have identical rights and voting privileges with respect to the Fund in general and exclusive voting rights on matters that affect that class alone. Earnings, net assets and net asset value per share may differ due to each class having its own expenses, such as transfer and shareholder servicing agent fees and shareholder communications, directly attributable to that class. Class A, B, C and N have separate distribution and/or service plans. No such plan has been adopted for Class Y shares. Class B shares will automatically convert to Class A shares 72 months after the date of purchase.

     The following is a summary of significant accounting policies consistently followed by the Fund.

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. Securities may be valued primarily using dealer-supplied valuations or a portfolio pricing service authorized by the Board of Trustees. Securities traded on a registered U.S. securities exchange are valued based on the last sale price of the security traded on that exchange prior to the time when the Fund’s assets are valued. Securities whose principal exchange is NASDAQ^® are valued based on the closing price reported by NASDAQ 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 closing “bid” and “asked” prices, and if not, at the closing bid price. Securities traded on foreign exchanges are valued based on the last sale price on the principal exchange on which the security is traded, as identified by the portfolio pricing service, prior to the time when the Fund’s assets are valued. In the absence of a sale, the security is valued at the official closing price on the principal exchange. Corporate, government and municipal debt instruments having a remaining maturity in excess of sixty days and all mortgage-backed securities, collateralized mortgage obligations and other asset-backed securities will be valued at the mean between the “bid” and “asked” prices. Securities for which market quotations are not readily available are valued at their fair value. Securities whose values have been materially affected

F39 | OPPENHEIMER MAIN STREET SMALL CAP FUND

NOTES TO FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies Continued

by what the Manager identifies as a significant event occurring before the Fund’s assets are valued but after the close of their respective exchanges will be fair valued. Fair value is determined in good faith using consistently applied procedures under the supervision of the Board of Trustees. Shares of a registered investment company that are not traded on an exchange are valued at the acquired investment company’s net asset value per share. “Money market-type” debt instruments with remaining maturities 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.

Securities Sold Short. The Fund may short sell when-issued securities for future settlement. The value of the open short position is recorded as a liability, and the Fund records an unrealized gain or loss for the value of the open short position. The Fund records a realized gain or loss when the short position is closed out. Short positions are reported on a schedule following the Statements of Investments. The Fund had no open short positions at period end.

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 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.

     Reported net realized gains and losses from foreign currency transactions arise from sales of portfolio securities, sales and maturities of short-term securities, sales of foreign currencies, exchange rate fluctuations between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized appreciation and depreciation on the translation of assets and liabilities denominated in foreign currencies arise from changes in the values of assets and liabilities, including investments in securities at fiscal period end, resulting from changes in exchange rates.

     The effect of changes in foreign currency exchange rates on investments is separately identified from the fluctuations arising from changes in market values of securities held and reported with all other foreign currency gains and losses in the Fund’s Statement of Operations.

Investments 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 also the investment adviser of IMMF. The Fund’s investment in IMMF is included in the Statement of

F40 | OPPENHEIMER MAIN STREET SMALL CAP FUND

Investments. 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.

Repurchase Agreements. The Fund requires its custodian bank to take possession, to have legally segregated in the Federal Reserve Book Entry System or to have segregated within the custodian’s vault, all securities held as collateral for repurchase agreements. The market value of the collateral is required to be sufficient to cover payments of interest and principal. If the seller of the agreement defaults and the value of the collateral declines, or if the seller enters an insolvency proceeding, realization of the value of the collateral by the Fund may be delayed or limited.

Investments With Off-Balance Sheet Risk. The Fund enters into financial instrument transactions (such as swaps, futures, options and other derivatives) that may have off-balance sheet market risk. Off-balance sheet market risk exists when the maximum potential loss on a particular financial instrument is greater than the value of such financial instrument, as reflected in the Fund’s Statement of Assets and Liabilities.

Allocation of Income, Expenses, Gains and Losses. Income, expenses (other than those attributable to a specific class), gains and losses are allocated on a daily basis to each class of shares based upon the relative proportion of net assets represented by such class. Operating expenses directly attributable to a specific class are charged against the operations of that class.

Federal Taxes. The Fund intends to comply with provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its investment company taxable income, including any net realized gain on investments not offset by capital loss carryforwards, if any, to shareholders. Therefore, no federal income or excise tax provision is required. The Fund files income tax returns in U.S. federal and applicable state jurisdictions. The statute of limitations on the Fund’s tax return filings generally remain open for the three preceding fiscal reporting period ends.

The tax components of capital shown in the following table represent distribution requirements the Fund must satisfy under the income tax regulations, losses the Fund may be able to offset against income and gains realized in future years and unrealized appreciation or depreciation of securities and other investments for federal income tax purposes.

F41 | OPPENHEIMER MAIN STREET SMALL CAP FUND

NOTES TO FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies Continued

					Net Unrealized
					Depreciation
					Based on Cost of
					Securities and
Undistributed	Undistributed		Accumulated		Other Investments
Net Investment	Long-Term		Loss		for Federal Income
Income	Gain		Carryforward1,2,3,4,5		Tax Purposes
$—	$	—	$	393,536,021	$	25,630,360

1.	As of June 30, 2008, the Fund had $393,419,654 of post-October losses available to offset future realized capital gains, if any. Such losses, if unutilized, will expire in 2017.
2.	The Fund had $42,425 of post-October foreign currency losses which were deferred.
3.	The Fund had $73,942 of post-October passive foreign investment company losses which were deferred.
4.	During the fiscal year ended June 30, 2008, the Fund did not utilize any capital loss carryforward.
5.	During the fiscal year ended June 30, 2007, the Fund did not utilize any capital loss carryforward.

Net investment income (loss) and net realized gain (loss) may differ for financial statement and tax purposes. The character of dividends and distributions made during the fiscal year from net investment income or net realized gains may differ from their ultimate characterization for federal income tax purposes. Also, due to timing of dividends and distributions, the fiscal year in which amounts are distributed may differ from the fiscal year in which the income or net realized gain was recorded by the Fund.

Accordingly, the following amounts have been reclassified for June 30, 2008. Net assets of the Fund were unaffected by the reclassifications.

	Reduction to		Reduction to
	Accumulated		Accumulated Net
Reduction to	Net Investment		Realized Loss
Paid-in Capital	Loss		on Investments
$16,267,442	$	13,958,767	$	2,308,675

The tax character of distributions paid during the years ended June 30, 2008 and June 30, 2007 was as follows:

	Year Ended		Year Ended
	June 30, 2008		June 30, 2007
Distributions paid from:
Ordinary income	$	89,898,083	$	104,420,100
Long-term capital gain		449,166,813		222,839,787
Return of capital		4,278,767		—
Total	$	543,343,663	$	327,259,887

The 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 June 30, 2008 are noted in the following table. 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 or tax realization of financial statement unrealized gain or loss.

F42 | OPPENHEIMER MAIN STREET SMALL CAP FUND

Federal tax cost of securities	$	6,567,955,067
Gross unrealized appreciation	$	561,703,238
Gross unrealized depreciation		(587,333,598	)
Net unrealized depreciation	$	(25,630,360	)

Trustees’ Compensation. The Board of Trustees has adopted a compensation deferral plan for independent trustees that enables trustees to elect to defer receipt of all or a portion of the annual compensation they are entitled to receive from the Fund. For purposes of determining the amount owed to the Trustee under the plan, deferred amounts are treated as though equal dollar amounts had been invested in shares of the Fund or in other Oppenheimer funds selected by the Trustee. The Fund purchases shares of the funds selected for deferral by the Trustee in amounts equal to his or her deemed investment, resulting in a Fund asset equal to the deferred compensation liability. Such assets are included as a component of “Other” within the asset section of the Statement of Assets and Liabilities. Deferral of trustees’ fees under the plan will not affect the net assets of the Fund, and will not materially affect the Fund’s assets, liabilities or net investment income per share. Amounts will be deferred until distributed in accordance to the compensation deferral plan.

Dividends and Distributions to Shareholders. Dividends and distributions to shareholders, which are determined in accordance with income tax regulations and may differ from U.S. generally accepted accounting principles, are recorded on the ex-dividend date. Income and capital gain distributions, if any, are declared and paid annually or at other times as deemed necessary by the Manager.

Investment Income. Dividend income is recorded on the ex-dividend date or upon ex-dividend notification in the case of certain foreign dividends where the ex-dividend date may have passed. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income is recognized on an accrual basis. Discount and premium, which are included in interest income on the Statement of Operations, are amortized or accreted daily.

Custodian Fees. “Custodian fees and expenses” in the Statement of Operations may include interest expense incurred by the Fund on any cash overdrafts of its custodian account during the period. Such cash overdrafts may result from the effects of failed trades in portfolio securities and from cash outflows resulting from unanticipated shareholder redemption activity. The Fund pays interest to its custodian on such cash overdrafts, to the extent they are not offset by positive cash balances maintained by the Fund, at a rate equal to the Federal Funds Rate plus 0.50%. The “Reduction to custodian expenses” line item, if applicable, represents earnings on cash balances maintained by the Fund during the period. Such interest expense and other custodian fees may be paid with these earnings.

F43 | OPPENHEIMER MAIN STREET SMALL CAP FUND

NOTES TO FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies Continued

Security Transactions. Security transactions are recorded on the trade date. Realized gains and losses on securities sold are determined on the basis of identified cost.

Indemnifications. The Fund’s organizational documents provide current and former trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Other. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.

2. Shares of Beneficial Interest

The Fund has authorized an unlimited number of $0.001 par value shares of beneficial interest of each class. Transactions in shares of beneficial interest were as follows:

	Year Ended June 30, 2008						Year Ended June 30, 2007
	Shares			Amount			Shares			Amount
Class A
Sold		74,829,572		$	1,550,589,036			60,720,498		$	1,383,194,872
Dividends and/or distributions reinvested		15,579,180			309,402,521			8,159,374			181,872,344
Redeemed		(60,830,053	)		(1,210,453,609	)		(29,599,467	)		(673,444,296	)
Net increase		29,578,699		$	649,537,948			39,280,405		$	891,622,920
Class B
Sold		1,965,438		$	38,140,367			2,210,418		$	46,913,865
Dividends and/or distributions reinvested		1,932,387			35,324,023			1,544,101			32,101,924
Redeemed		(8,998,234	)		(167,731,741	)		(6,678,679	)		(141,750,948	)
Net decrease		(5,100,409	)	$	(94,267,351	)		(2,924,160	)	$	(62,735,159	)
Class C
Sold		6,125,949		$	116,952,215			6,968,949		$	148,591,292
Dividends and/or distributions reinvested		2,924,696			53,726,666			1,882,487			39,287,502
Redeemed		(9,789,740	)		(180,022,537	)		(5,993,375	)		(128,322,492	)
Net increase (decrease)		(739,095	)	$	(9,343,656	)		2,858,061		$	59,556,302

F44 | OPPENHEIMER MAIN STREET SMALL CAP FUND

	Year Ended June 30, 2008						Year Ended June 30, 2007
	Shares			Amount			Shares			Amount
Class N
Sold		7,050,097		$	141,485,935			6,416,366		$	142,597,904
Dividends and/or distributions reinvested		1,318,108			25,544,924			695,844			15,183,321
Redeemed		(5,197,414	)		(102,648,201	)		(3,223,643	)		(72,198,001	)
Net increase		3,170,791		$	64,382,658			3,888,567		$	85,583,224
Class Y
Sold		36,323,287		$	751,401,917			15,743,029		$	375,520,314
Dividends and/or distributions reinvested		2,893,650			60,130,048			1,425,840			33,093,751
Redeemed		(16,531,004	)		(383,355,898	)		(3,518,471	)		(83,821,678	)
Net increase		22,685,933		$	428,176,067			13,650,398		$	324,792,387

3. Purchases and Sales of Securities

The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations and investments in IMMF, for the year ended June 30, 2008, were as follows:

	Purchases		Sales
Investment securities	$	7,937,628,196	$	7,415,363,487

4. Fees and Other Transactions with Affiliates

Management Fees. Under the investment advisory agreement, the Fund pays the Manager a management fee based on the daily net assets of the Fund at an annual rate as shown in the following table:

Fee Schedule
Up to $200 million	0.75	%
Next $200 million	0.72
Next $200 million	0.69
Next $200 million	0.66
Next $4.2 billion	0.60
Over $5.0 billion	0.58

Administration Service Fees. The Fund pays the Manager a fee of $1,500 per year for preparing and filing the Fund’s tax returns.

Transfer Agent Fees. OppenheimerFunds Services (“OFS”), a division of the Manager, acts as the transfer and shareholder servicing agent for the Fund. The Fund pays OFS a per account fee. For the year ended June 30, 2008, the Fund paid $14,783,071 to OFS for services to the Fund.

     Additionally, Class Y shares are subject to minimum fees of $10,000 annually for assets of $10 million or more. The Class Y shares are subject to the minimum fees in the event that the per account fee does not equal or exceed the applicable minimum fees. OFS may voluntarily waive the minimum fees.

F45 | OPPENHEIMER MAIN STREET SMALL CAP FUND

NOTES TO FINANCIAL STATEMENTS Continued

4. Fees and Other Transactions with Affiliates Continued

Distribution and Service Plan (12b-1) Fees. Under its General Distributor’s Agreement with the Fund, OppenheimerFunds Distributor, Inc. (the “Distributor”) acts as the Fund’s principal underwriter in the continuous public offering of the Fund’s classes of shares.

Service Plan for Class A Shares. The Fund has adopted a Service Plan (the “Plan”) for Class A shares under Rule 12b-1 of the Investment Company Act of 1940. Under the Plan, the Fund reimburses the Distributor for a portion of its costs incurred for services provided to accounts that hold Class A shares. Reimbursement is made periodically at an annual rate of up to 0.25% of the average annual net assets of Class A shares of the Fund. The Distributor currently uses all of those fees to pay dealers, brokers, banks and other financial institutions periodically for providing personal service and maintenance of accounts of their customers that hold Class A shares. Any unreimbursed expenses the Distributor incurs with respect to Class A shares in any fiscal year cannot be recovered in subsequent periods. Fees incurred by the Fund under the Plan are detailed in the Statement of Operations.

Distribution and Service Plans for Class B, Class C and Class N Shares. The Fund has adopted Distribution and Service Plans (the “Plans”) for Class B, Class C and Class N shares under Rule 12b-1 of the Investment Company Act of 1940 to compensate the Distributor for its services in connection with the distribution of those shares and servicing accounts. Under the Plans, the Fund pays the Distributor an annual asset-based sales charge of 0.75% on Class B and Class C shares and 0.25% on Class N shares. The Distributor also receives a service fee of 0.25% per year under each plan. If either the Class B, Class C or Class N plan is terminated by the Fund or by the shareholders of a class, the Board of Trustees and its independent trustees must determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the service fee and/or asset-based sales charge in respect to shares sold prior to the effective date of such termination. The Distributor’s aggregate uncompensated expenses under the Plans at June 30, 2008 for Class C and Class N shares were $9,241,280 and $3,978,228, respectively. Fees incurred by the Fund under the Plans are detailed in the Statement of Operations.

Sales Charges. Front-end sales charges and contingent deferred sales charges (“CDSC”) do not represent expenses of the Fund. They are deducted from the proceeds of sales of Fund shares prior to investment or from redemption proceeds prior to remittance, as applicable. The sales charges retained by the Distributor from the sale of shares and the CDSC retained by the Distributor on the redemption of shares is shown in the following table for the period indicated.

			Class A		Class B		Class C		Class N
	Class A		Contingent		Contingent		Contingent		Contingent
	Front-End		Deferred		Deferred		Deferred		Deferred
	Sales Charges		Sales Charges		Sales Charges		Sales Charges		Sales Charges
	Retained by		Retained by		Retained by		Retained by		Retained by
Year Ended	Distributor		Distributor		Distributor		Distributor		Distributor
June 30, 2008	$	819,765	$	79,495	$	533,818	$	63,346	$	5,471

F46 | OPPENHEIMER MAIN STREET SMALL CAP FUND

Waivers and Reimbursements of Expenses. OFS has voluntarily agreed to limit transfer and shareholder servicing agent fees for all classes to 0.35% of average annual net assets per class. During the year ended June 30, 2008, OFS waived $202,830 for Class N shares. This undertaking may be amended or withdrawn at any time.

     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. During the year ended June 30, 2008, the Manager waived $49,967 for IMMF management fees.

5. Foreign Currency Exchange Contracts

The Fund may enter into foreign currency exchange contracts (“forward contracts”) for the purchase or sale of a foreign currency at a negotiated rate at a future date.

     Forward contracts are reported on a schedule following the Statement of Investments. Forward contracts will be valued daily based upon the closing prices of the forward currency rates determined at the close of the Exchange as provided by a bank, dealer or pricing service. The resulting unrealized appreciation (depreciation) is reported in the Statement of Assets and Liabilities as a receivable or payable and in the Statement of Operations within the change in unrealized appreciation (depreciation). At contract close, the difference between the original cost of the contract and the value at the close date is recorded as a realized gain (loss) in the Statement of Operations.

     Risks to the Fund include both market and credit risk. Market risk is the risk that the value of the forward contract will depreciate due to unfavorable changes in the exchange rates. Credit risk arises from the possibility that the counterparty will default. If the counterparty defaults, the Fund’s loss will consist of the net amount of contractual payments that the Fund has not yet received.

     As of June 30, 2008, the Fund had no outstanding forward contracts.

6. Illiquid or Restricted Securities

As of June 30, 2008, investments in securities included issues that are illiquid or restricted. Investments may be illiquid because they do not have an active trading market, making it difficult to value them or dispose of them promptly at an acceptable price. 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. The Fund will not invest more than 10% of its net assets (determined at the time of purchase and reviewed periodically) in illiquid and restricted securities. Certain restricted securities, eligible for resale to qualified institutional purchasers, may not be subject to that limitation. Securities that are illiquid or restricted are marked with an applicable footnote on the Statement of Investments. Restricted securities are reported on a schedule following the Statement of Investments.

F47 | OPPENHEIMER MAIN STREET SMALL CAP FUND

NOTES TO FINANCIAL STATEMENTS Continued

7. Securities Lending

The Fund lends portfolio securities from time to time in order to earn additional income in the form of fees or interest on securities received as collateral or the investment of any cash received as collateral. The loans are secured by collateral (either securities, letters of credit, or cash) in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of each business day and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund could experience delays and cost in recovering the securities loaned or in gaining access to the collateral. The Fund continues to receive the economic benefit of interest or dividends paid on the securities loaned in the form of a substitute payment received from the borrower and recognizes the gain or loss in the fair value of the securities loaned that may occur during the term of the loan. The Fund has the right under the lending agreement to recover the securities from the borrower on demand. As of June 30, 2008, the Fund had on loan securities valued at $1,128,721,865. Collateral of $1,171,705,346 was received for the loans, all of which was received in cash and subsequently invested in approved instruments or held as cash.

8. Recent Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 157, Fair Value Measurements. This standard establishes a single authoritative definition of fair value, sets out a framework for measuring fair value and expands disclosures about fair value measurements. SFAS No. 157 applies to fair value measurements already required or permitted by existing standards. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. As of June 30, 2008, the Manager does not believe the adoption of SFAS No. 157 will materially impact the financial statement amounts; however, additional disclosures may be required about the inputs used to develop the measurements and the effect of certain of the measurements on changes in net assets for the period.

     In March 2008, FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities. This standard requires enhanced disclosures about derivative and hedging activities, including qualitative disclosures about how and why the Fund uses derivative instruments, how these activities are accounted for, and their effect on the Fund’s financial position, financial performance and cash flows. SFAS No. 161 is effective for financial statements issued for fiscal years beginning after November 15, 2008 and interim periods within those fiscal years. At this time, management is evaluating the implications of SFAS No. 161 and its impact on the Fund’s financial statements and related disclosures.

F48 | OPPENHEIMER MAIN STREET SMALL CAP FUND

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees and Shareholders of
Oppenheimer Main Street Small Cap Fund:

We have audited the accompanying statement of assets and liabilities of Oppenheimer Main Street Small Cap Fund (the “Fund”), including the statement of investments, as of June 30, 2008, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

     We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of June 30, 2008, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

     In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Fund as of June 30, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Deloitte & Touche LLP

Denver, Colorado
August 8, 2008

F49 | OPPENHEIMER MAIN STREET SMALL CAP FUND

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F50 | OPPENHEIMER MAIN STREET SMALL CAP FUND

FEDERAL INCOME TAX INFORMATION Unaudited

In early 2008, if applicable, shareholders of record received information regarding all dividends and distributions paid to them by the Fund during calendar year 2007. Regulations of the U.S. Treasury Department require the Fund to report this information to the Internal Revenue Service.

     Capital gain distributions of $1.7178 per share were paid to Class A, Class B, Class C, Class N and Class Y shareholders, respectively, on December 12, 2007. Whether received in stock or in cash, the capital gain distribution should be treated by shareholders as a gain from the sale of the capital assets held for more than one year (long-term capital gains).

     None of the dividends paid by the Fund during the fiscal year ended June 30, 2008 are eligible for the corporate dividend-received deduction.

     A portion, if any, of the dividends paid by the Fund during the fiscal year ended June 30, 2008 which are not designated as capital gain distributions are eligible for lower individual income tax rates to the extent that the Fund has received qualified dividend income as stipulated by recent tax legislation. $33,688,611 of the Fund’s fiscal year taxable income may be eligible for the lower individual income tax rates. In early 2008, shareholders of record received information regarding the percentage of distributions that are eligible for lower individual income tax rates.

     The foregoing information is presented to assist shareholders in reporting distributions received from the Fund to the Internal Revenue Service. Because of the complexity of the federal regulations which may affect your individual tax return and the many variations in state and local tax regulations, we recommend that you consult your tax advisor for specific guidance.

21 | OPPENHEIMER MAIN STREET SMALL CAP FUND

PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES;
UPDATES TO STATEMENTS OF INVESTMENTS Unaudited

The Fund has adopted Portfolio Proxy Voting Policies and Procedures under which the Fund votes proxies relating to securities (“portfolio proxies”) held by the Fund. A description of the Fund’s Portfolio Proxy Voting Policies and Procedures is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.525.7048, (ii) on the Fund’s website at www.oppenheimerfunds.com, and (iii) on the SEC’s website at www.sec.gov. In addition, the Fund is required to file Form N-PX, with its complete proxy voting record for the 12 months ended June 30th, no later than August 31st of each year. The Fund’s voting record is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.525.7048, and (ii) in the Form N-PX filing on the SEC’s website at www.sec.gov.

     The Fund files its complete schedule of portfolio holdings with the SEC for the first quarter and the third quarter of each fiscal year on Form N-Q. The Fund’s Form N-Q filings are available on the SEC’s website at http://www.sec.gov. Those forms may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

22 | OPPENHEIMER MAIN STREET SMALL CAP FUND

TRUSTEES AND OFFICERS Unaudited

Name, Position(s) Held with the Fund, Length of Service, Age	Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen
INDEPENDENT TRUSTEES	The address of each Trustee in the chart below is 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Trustee serves for an indefinite term, or until his or her resignation, retirement, death or removal.
William L. Armstrong, Chairman of the Board of Trustees (since 2003), Trustee (since 1999) Age: 71	President, Colorado Christian University (since 2006); Chairman, Cherry Creek Mortgage Company (since 1991), Chairman, Centennial State Mortgage Company (since 1994), Chairman, The El Paso Mortgage Company (since 1993); Chairman, Ambassador Media Corporation (since 1984); Chairman, Broadway Ventures (since 1984); Director of Helmerich & Payne, Inc. (oil and gas drilling/production company) (since 1992), Campus Crusade for Christ (non-profit) (since 1991); Former Director, The Lynde and Harry Bradley Foundation, Inc. (non-profit organization) (2002-2006); former Chairman of: Transland Financial Services, Inc. (private mortgage banking company) (1997-2003), Great Frontier Insurance (1995-2000), Frontier Real Estate, Inc. (residential real estate brokerage) (1994-2000) and Frontier Title (title insurance agency) (1995-2000); former Director of the following: UNUMProvident (insurance company) (1991-2004), Storage Technology Corporation (computer equipment company) (1991-2003) and International Family Entertainment (television channel) (1992-1997); U.S. Senator (January 1979-January 1991). Oversees 39 portfolios in the OppenheimerFunds complex.
George C. Bowen, Trustee (since 1999) Age: 71	Assistant Secretary and Director of Centennial Asset Management Corporation (December 1991-April 1999); President, Treasurer and Director of Centennial Capital Corporation (June 1989-April 1999); Chief Executive Officer and Director of MultiSource Services, Inc. (March 1996-April 1999); Mr. Bowen held several positions with the Manager and with subsidiary or affiliated companies of the Manager (September 1987-April 1999). Oversees 39 portfolios in the OppenheimerFunds complex.
Edward L. Cameron, Trustee (since 1999) Age: 69	Member of The Life Guard of Mount Vernon (George Washington historical site) (June 2000-June 2006); Partner of PricewaterhouseCoopers LLP (accounting firm) (July 1974-June 1999); Chairman of Price Waterhouse LLP Global Investment Management Industry Services Group (financial services firm) (July 1994-June 1998). Oversees 39 portfolios in the OppenheimerFunds complex.
Jon S. Fossel, Trustee (since 1999) Age: 66	Director of UNUMProvident (insurance company) (since June 2002); Director of Northwestern Energy Corp. (public utility corporation) (since November 2004); Director of P.R. Pharmaceuticals (October 1999-October 2003); Director of Rocky Mountain Elk Foundation (non-profit organization) (February 1998-February 2003 and February 2005-February 2007); Chairman and Director (until October 1996) and President and Chief Executive Officer (until October 1995) of the Manager; President, Chief Executive Officer and Director of the following: Oppenheimer Acquisition Corp. (“OAC”) (parent holding company of the Manager), Shareholders Services, Inc. and Shareholder Financial Services, Inc. (until October 1995). Oversees 39 portfolios in the OppenheimerFunds complex.
Sam Freedman, Trustee (since 1999) Age: 67	Director of Colorado UpLIFT (charitable organization) (since September 1984). Mr. Freedman held several positions with the Manager and with subsidiary or affiliated companies of the Manager (until October 1994). Oversees 39 portfolios in the OppenheimerFunds complex.

23 | OPPENHEIMER MAIN STREET SMALL CAP FUND

TRUSTEES AND OFFICERS Unaudited / Continued

Name, Position(s) Held with the Fund, Length of Service, Age	Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen
Beverly L. Hamilton, Trustee (since 2002) Age: 61	Trustee of Monterey Institute for International Studies (educational organization) (since February 2000); Board Member of Middlebury College (educational organization) (since December 2005); Director of The California Endowment (philanthropic organization) (since April 2002); Director (February 2002-2005) and Chairman of Trustees (2006-2007) of the Community Hospital of Monterey Peninsula; Director (October 1991-2005) and Vice Chairman (since 2006) of American Funds’ Emerging Markets Growth Fund, Inc. (mutual fund); President of ARCO Investment Management Company (February 1991-April 2000); Member of the investment committees of The Rockefeller Foundation (2001-2006) and The University of Michigan (since 2000); Advisor at Credit Suisse First Boston’s Sprout venture capital unit (venture capital fund) (1994-January 2005); Trustee of MassMutual Institutional Funds (investment company) (1996-June 2004); Trustee of MML Series Investment Fund (investment company) (April 1989-June 2004); Member of the investment committee of Hartford Hospital (2000-2003); and Advisor to Unilever (Holland) pension fund (2000-2003). Oversees 39 portfolios in the OppenheimerFunds complex.
Robert J. Malone, Trustee (since 2002) Age: 63	Board of Directors of Opera Colorado Foundation (non-profit organization) (since March 2008); Director of Jones Knowledge, Inc. (since 2006); Director of Jones International University (educational organization) (since August 2005); Chairman, Chief Executive Officer and Director of Steele Street Bank & Trust (commercial banking) (since August 2003); Director of Colorado UpLIFT (charitable organization) (since 1986); Trustee of the Gallagher Family Foundation (non-profit organization) (since 2000); Former Chairman of U.S. Bank-Colorado (subsidiary of U.S. Bancorp and formerly Colorado National Bank) (July 1996-April 1999); Director of Commercial Assets, Inc. (real estate investment trust) (1993-2000); Director of Jones Knowledge, Inc. (2001-July 2004); and Director of U.S. Exploration, Inc. (oil and gas exploration) (1997-February 2004). Oversees 39 portfolios in the OppenheimerFunds complex.
F. William Marshall, Jr., Trustee (since 2000) Age: 66	Trustee of MassMutual Select Funds (formerly MassMutual Institutional Funds) (investment company) (since 1996) and MML Series Investment Fund (investment company) (since 1996); Trustee of Worcester Polytech Institute (since 1985); Chairman (since 1994) of the Investment Committee of the Worcester Polytech Institute (private university); President and Treasurer of the SIS Funds (private charitable fund) (since January 1999); Chairman of SIS & Family Bank, F.S.B. (formerly SIS Bank) (commercial bank) (January 1999-July 1999); and Executive Vice President of Peoples Heritage Financial Group, Inc. (commercial bank) (January 1999-July 1999). Oversees 41 portfolios in the OppenheimerFunds complex.
INTERESTED TRUSTEE AND OFFICER	The address of Mr. Murphy is Two World Financial Center, 225 Liberty Street, 11th Floor, New York, New York 10281-1008. Mr. Murphy serves as a Trustee for an indefinite term, or until his resignation, retirement, death or removal and as an Officer for an indefinite term, or until his resignation, retirement, death or removal. Mr. Murphy is an interested Trustee due to his positions with OppenheimerFunds, Inc. and its affiliates.
John V. Murphy, Trustee, President and Principal Executive Officer (since 2001) Age: 59	Chairman, Chief Executive Officer and Director of the Manager (since June 2001); President of the Manager (September 2000-February 2007); President and director or trustee of other Oppenheimer funds; President and Director of Oppenheimer Acquisition Corp. (“OAC”) (the Manager’s parent holding company) and of Oppenheimer Partnership Holdings, Inc. (holding company subsidiary of the Manager) (since July 2001); Director of OppenheimerFunds Distributor, Inc. (subsidiary of the Manager) (November 2001-December 2006); Chairman and Director of Shareholder Services, Inc. and of Shareholder Financial

24  |  OPPENHEIMER MAIN STREET SMALL CAP FUND

Name, Position(s) Held with the Fund, Length of Service, Age	Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen
John V. Murphy, Continued	Services, Inc. (transfer agent subsidiaries of the Manager) (since July 2001); President and Director of OppenheimerFunds Legacy Program (charitable trust program established by the Manager) (since July 2001); Director of the following investment advisory subsidiaries of the Manager: OFI Institutional Asset Management, Inc., Centennial Asset Management Corporation, Trinity Investment Management Corporation and Tremont Capital Management, Inc. (since November 2001), HarbourView Asset Management Corporation and OFI Private Investments, Inc. (since July 2001); President (since November 2001) and Director (since July 2001) of Oppenheimer Real Asset Management, Inc.; Executive Vice President of Massachusetts Mutual Life Insurance Company (OAC’s parent company) (since February 1997); Director of DLB Acquisition Corporation (holding company parent of Babson Capital Management LLC) (since June 1995); Chairman (since October 2007) and Member of the Investment Company Institute’s Board of Governors (since October 2003). Oversees 103 portfolios in the OppenheimerFunds complex.
OTHER OFFICERS OF THE FUND	The addresses of the Officers in the chart below are as follows: for Messrs. Reinganum, Zavanelli, Zack and Ms. Bloomberg, Two World Financial Center, 225 Liberty Street, New York, New York 10281-1008, for Messrs. Vandehey, Wixted, Petersen, Szilagyi and Ms. Ives, 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Officer serves for an indefinite term or until his or her resignation, retirement, death or removal.
Dr. Marc Reinganum, Vice President and Portfolio Manager (since 2008) Age: 55	Vice President of the Manager (since September 2002). Director of Quantitative Research and Portfolio Strategist for Equities; the Mary Jo Vaughn Rauscher Chair in Financial Investments at Southern Methodist University (since 1995). At Southern Methodist University, Director of the Finance Institute, Chairman of the Finance Department, President of the Faculty at the Cox School of Business and member of the Board of Trustee Investment Committee. A portfolio manager and officer of 6 portfolios in the OppenheimerFunds complex.
Mark Zavanelli, Vice President and Portfolio Manager (since 1999) Age: 37	Vice President of the Manager (since November 2000). A Chartered Financial Analyst. A portfolio manager and officer of 6 portfolios in the OppenheimerFunds complex.
Mark S. Vandehey, Vice President and Chief Compliance Officer (since 2004) Age: 57	Senior Vice President and Chief Compliance Officer of the Manager (since March 2004); Chief Compliance Officer of OppenheimerFunds Distributor, Inc., Centennial Asset Management and Shareholder Services, Inc. (since March 2004); Vice President of OppenheimerFunds Distributor, Inc., Centennial Asset Management Corporation and Shareholder Services, Inc. (since June 1983); Former Vice President and Director of Internal Audit of the Manager (1997-February 2004). An officer of 103 portfolios in the OppenheimerFunds complex.
Brian W. Wixted, Treasurer and Principal Financial & Accounting Officer (since 1999) Age: 48	Senior Vice President and Treasurer of the Manager (since March 1999); Treasurer of the following: HarbourView Asset Management Corporation, Shareholder Financial Services, Inc., Shareholder Services, Inc., Oppenheimer Real Asset Management, Inc. and Oppenheimer Partnership Holdings, Inc. (since March 1999), OFI Private Investments, Inc. (since March 2000), OppenheimerFunds International Ltd. and OppenheimerFunds plc (since May 2000), OFI Institutional Asset Management, Inc. (since November 2000), and OppenheimerFunds Legacy Program (charitable trust program established by the Manager) (since June 2003); Treasurer and Chief Financial Officer of OFI Trust Company (trust company subsidiary of the Manager) (since May 2000); Assistant Treasurer of the following: OAC (since March 1999), Centennial Asset

25 | OPPENHEIMER MAIN STREET SMALL CAP FUND

TRUSTEES AND OFFICERS Unaudited / Continued

Name, Position(s) Held with the Fund, Length of Service, Age	Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen
Brian W. Wixted, Continued	Management Corporation (March 1999-October 2003) and OppenheimerFunds Legacy Program (April 2000-June 2003). An officer of 103 portfolios in the OppenheimerFunds complex.
Brian S. Petersen, Assistant Treasurer (since 2004) Age: 37	Vice President of the Manager (since February 2007); Assistant Vice President of the Manager (August 2002-February 2007); Manager/Financial Product Accounting of the Manager (November 1998-July 2002). An officer of 103 portfolios in the OppenheimerFunds complex
Brian C. Szilagyi, Assistant Treasurer (since 2005) Age: 38	Assistant Vice President of the Manager (since July 2004); Director of Financial Reporting and Compliance of First Data Corporation (April 2003-July 2004); Manager of Compliance of Berger Financial Group LLC (May 2001-March 2003). An officer of 103 portfolios in the OppenheimerFunds complex.
Robert G. Zack, Vice President and Secretary (since 2001) Age: 60	Executive Vice President (since January 2004) and General Counsel (since March 2002) of the Manager; General Counsel and Director of the Distributor (since December 2001); General Counsel of Centennial Asset Management Corporation (since December 2001); Senior Vice President and General Counsel of HarbourView Asset Management Corporation (since December 2001); Secretary and General Counsel of OAC (since November 2001); Assistant Secretary (since September 1997) and Director (since November 2001) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Vice President and Director of Oppenheimer Partnership Holdings, Inc. (since December 2002); Director of Oppenheimer Real Asset Management, Inc. (since November 2001); Senior Vice President, General Counsel and Director of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since December 2001); Senior Vice President, General Counsel and Director of OFI Private Investments, Inc. and OFI Trust Company (since November 2001); Vice President of OppenheimerFunds Legacy Program (since June 2003); Senior Vice President and General Counsel of OFI Institutional Asset Management, Inc. (since November 2001); Director of OppenheimerFunds (Asia) Limited (since December 2003); Senior Vice President (May 1985-December 2003). An officer of 103 portfolios in the OppenheimerFunds complex.
Lisa I. Bloomberg, Assistant Secretary (since 2004) Age: 40	Vice President (since 2004) and Deputy General Counsel (since May 2008); of the Manager; Associate Counsel of the Manager (May 2004-May 2008); First Vice President (April 2001-April 2004), Associate General Counsel (December 2000-April 2004) of UBS Financial Services, Inc. An officer of 103 portfolios in the OppenheimerFunds complex.
Kathleen T. Ives, Assistant Secretary (since 2001) Age: 42	Vice President (since June 1998), Deputy General Counsel (since May 2008) and Assistant Secretary (since October 2003) of the Manager; Vice President (since 1999) and Assistant Secretary (since October 2003) of the Distributor; Assistant Secretary of Centennial Asset Management Corporation (since October 2003); Vice President and Assistant Secretary of Shareholder Services, Inc. (since 1999); Assistant Secretary of OppenheimerFunds Legacy Program and Shareholder Financial Services, Inc. (since December 2001); Senior Counsel of the Manager (October 2003-May 2008). An officer of 103 portfolios in the OppenheimerFunds complex.

The Fund’s Statement of Additional Information contains additional information about the Fund’s Trustees and Officers and is available without charge, upon request.

26 | OPPENHEIMER MAIN STREET SMALL CAP FUND

Item 2. Code of Ethics.

The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions.

Item 3. Audit Committee Financial Expert.

The Board of Trustees of the registrant has determined that George C. Bowen, the Chairman of the Board’s Audit Committee, and Edward L. Cameron, a member of the Board’s Audit Committee, are audit committee financial experts and that Messrs. Cameron and Bowen are “independent” for purposes of this Item 3.

Item 4. Principal Accountant Fees and Services.

(a) Audit Fees

The principal accountant for the audit of the registrant’s annual financial statements billed $34,975 in fiscal 2008 and $30,600 in fiscal 2007.

(b) Audit-Related Fees

The principal accountant for the audit of the registrant’s annual financial statements billed no such fees during the last two fiscal years.

The principal accountant for the audit of the registrant’s annual financial statements billed no such fees during the last two fiscal years to the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant.

(c) Tax Fees

The principal accountant for the audit of the registrant’s annual financial statements billed no such fees to the registrant during the last two fiscal years.

The principal accountant for the audit of the registrant’s annual financial statements billed no such fees to the registrant during the last two fiscal years to the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant.

(d) All Other Fees

The principal accountant for the audit of the registrant’s annual financial statements billed no such fees during the last two fiscal years.

The principal accountant for the audit of the registrant’s annual financial statements billed no such fees in fiscal 2008 and $12,000 in fiscal 2007 to the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant.

Such fees would include professional services for the 22c-2 program.

(e) (1) During its regularly scheduled periodic meetings, the registrant’s audit committee will pre-approve all audit, audit-related, tax and other services to be provided by the principal accountants of the registrant.

	The audit committee has delegated pre-approval authority to its Chairman for any subsequent new engagements that arise between regularly scheduled meeting dates provided that any fees such pre-approved are presented to the audit committee at its next regularly scheduled meeting.
	Under applicable laws, pre-approval of non-audit services maybe waived provided that: 1) the aggregate amount of all such services provided constitutes no more than five percent of the total amount of fees paid by the registrant to it principal accountant during the fiscal year in which services are provided 2) such services were not recognized by the registrant at the time of engagement as non-audit services and 3) such services are promptly brought to the attention of the audit committee of the registrant and approved prior to the completion of the audit.
	(2) 100%
(f)	Not applicable as less than 50%.
(g)	The principal accountant for the audit of the registrant’s annual financial statements billed no such fees in fiscal 2008 and $12,000 in fiscal 2007 to the registrant and the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant related to non-audit fees. Those billings did not include any prohibited non-audit services as defined by the Securities Exchange Act of 1934.
(h)	The registrant’s audit committee of the board of trustees has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence. No such services were rendered.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Schedule of Investments.

Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

The Fund’s Governance Committee Provisions with Respect to Nominations of Directors/Trustees to the Respective Boards

1. The Fund’s Governance Committee (the “Committee”) will evaluate potential Board candidates to assess their qualifications. The Committee shall have the authority, upon approval of the Board, to retain an executive search firm to assist in this effort. The Committee may consider recommendations by business and personal contacts of current Board members and by executive search firms which the Committee may engage from time to time and may also consider shareholder recommendations. The Committee may consider the advice and recommendation of the Funds’ investment manager and its affiliates in making the selection.

2. The Committee shall screen candidates for Board membership. The Committee has not established specific qualifications that it believes must be met by a trustee nominee. In evaluating trustee nominees, the Committee considers, among other things, an individual’s background, skills, and experience; whether the individual is an “interested person” as defined in the Investment Company Act of 1940; and whether the individual would be deemed an “audit committee financial expert” within the meaning of applicable SEC rules. The Committee also considers whether the individual’s background, skills, and experience will complement the background, skills, and experience of other nominees and will contribute to the Board. There are no differences in the manner in which the Committee evaluates nominees for trustees based on whether the nominee is recommended by a shareholder.

3. The Committee may consider nominations from shareholders for the Board at such times as the Committee meets to consider new nominees for the Board. The Committee shall have the sole discretion to determine the candidates to present to the

Board and, in such cases where required, to shareholders. Recommendations for trustee nominees should, at a minimum, be accompanied by the following:

• the name, address, and business, educational, and/or other pertinent background of the person being recommended;

• a statement concerning whether the person is an “interested person” as defined in the Investment Company Act of 1940;

• any other information that the Funds would be required to include in a proxy statement concerning the person if he or she was nominated; and

• the name and address of the person submitting the recommendation and, if that person is a shareholder, the period for which that person held Fund shares.

The recommendation also can include any additional information which the person submitting it believes would assist the Committee in evaluating the recommendation.

4. Shareholders should note that a person who owns securities issued by Massachusetts Mutual Life Insurance Company (the parent company of the Funds’ investment adviser) would be deemed an “interested person” under the Investment Company Act of 1940. In addition, certain other relationships with Massachusetts Mutual Life Insurance Company or its subsidiaries, with registered broker-dealers, or with the Funds’ outside legal counsel may cause a person to be deemed an “interested person.”

5. Before the Committee decides to nominate an individual as a trustee, Committee members and other directors customarily interview the individual in person. In addition, the individual customarily is asked to complete a detailed questionnaire which is designed to elicit information which must be disclosed under SEC and stock exchange rules and to determine whether the individual is subject to any statutory disqualification from serving as a trustee of a registered investment company.

Item 11. Controls and Procedures.

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 06/30/2008, 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 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.

There have been no changes in the registrant’s internal controls over financial reporting that occurred during the registrant’s second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Exhibits.

(a)	(1) Exhibit attached hereto.
	(2) Exhibits attached hereto.
	(3) Not applicable.
(b)	Exhibit 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 Main Street Small Cap Fund
By:	/s/ John V. Murphy
	John V. Murphy
	Principal Executive Officer
Date: 08/07/2008

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

By:	/s/ John V. Murphy
	John V. Murphy
	Principal Executive Officer
Date: 08/07/2008

By:	/s/ Brian W. Wixted
	Brian W. Wixted
	Principal Financial Officer
Date: 08/07/2008

EX-99.CODE ETH

EX-99.CODE ETH

CODE OF ETHICS
FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS

OF THE OPPENHEIMER FUNDS

AND OF OPPENHEIMERFUNDS, INC.

     This Code of Ethics for Principal Executive and Senior Financial Officers (referred to in this document as the “Code”) has been adopted by each of the investment companies for which OppenheimerFunds, Inc. or one of its subsidiaries or affiliates (referred to collectively in this document as “OFI”) acts as investment adviser (individually, a “Fund” and collectively, the “Funds”), and by OFI to effectuate compliance with Section 406 under the Sarbanes-Oxley Act of 2002 and the rules adopted to implement Section 406.

     This Code applies to OFI’s and each Fund’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions (“Covered Officers”). A listing of positions currently within the ambit of Covered Officers is attached as Exhibit A.¹

1. Purpose of the Code

     This Code sets forth standards and procedures that are reasonably designed to deter wrongdoing and promote:

• honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

• full, fair, accurate, timely, and understandable disclosure in reports and documents that a Fund files with, or submits to, the U.S. Securities and Exchange Commission (“SEC”) and in other public communications made by the Fund;

• compliance with applicable governmental laws, rules and regulations;

• the prompt internal reporting of violations of this Code to the Code Administrator identified below; and

• accountability for adherence to this Code.

¹ The obligations imposed by this Code on Covered Officers are separate from and in addition to any obligations that may be imposed on such persons as Covered Persons under the Code of Ethics adopted by OFI and the Funds under Rule 17j-1 of the Investment Company Act of 1940, as amended and any other code of conduct applicable to Covered Officers in whatever capacity they serve. This Code does not incorporate by reference any provisions of the Rule 17j-1 Code of Ethics and accordingly, any violations or waivers granted under the Rule 17j-1 Code of Ethics will not be considered a violation or waiver under this Code.

     In general, the principles that govern honest and ethical conduct, including the avoidance of conflicts of interest between personal and professional relationships, reflect, at the minimum, the following: (1) the duty at all times in performing any responsibilities as a Fund financial officer, controller, accountant or principal executive officer to place the interests of the Funds ahead of personal interests; (2) the fundamental standard that Covered Officers should not take inappropriate advantage of their positions; (3) the duty to assure that a Fund’s financial statements and reports to its shareholders are prepared honestly and accurately in accordance with applicable rules, regulations and accounting standards; and (4) the duty to conduct the Funds’ business and affairs in an honest and ethical manner. Each Covered Officer should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest.

     It is acknowledged that, as a result of the contractual relationship between each Fund and OFI, of which the Covered Officers are also officers or employees, and subject to OFI’s fiduciary duties to each Fund, the Covered Officers will, in the normal course of their duties, be involved in establishing policies and implementing decisions that will have different effects on OFI and the Funds. It is further acknowledged that the participation of the Covered Officers in such activities is inherent in the contractual relationship between each Fund and OFI and is consistent with the expectations of the Board of Trustees/Directors of the performance by the Covered Officers of their duties as officers of the Funds.

2. Prohibitions

     The specific provisions and reporting requirements of this Code are concerned primarily with promoting honest and ethical conduct and avoiding conflicts of interest in personal and professional relationships. No Covered Officer may use information concerning the business and affairs of a Fund, including the investment intentions of a Fund, or use his or her ability to influence such investment intentions, for personal gain to himself or herself, his or her family or friends or any other person or in a manner detrimental to the interests of a Fund or its shareholders.

     No Covered Officer may use his or her personal influence or personal relationships to influence the preparation and issuance of financial reports of a Fund whereby the Covered Officer would benefit personally to the detriment of the Fund and its shareholders.

     No Covered Officer shall intentionally for any reason take any action or fail to take any action in connection with his or her official acts on behalf of a Fund that causes the Fund to violate applicable laws, rules and regulations.

     No Covered Officer shall, in connection with carrying out his or her official duties and responsibilities on behalf of a Fund:

(i)	employ any device, scheme or artifice to defraud a Fund or its shareholders;
(ii)	intentionally cause a Fund to make any untrue statement of a material fact or omit to state a material fact necessary in order to

	make the statements made, in light of the circumstances under which they are made, not misleading in its official documents, regulatory filings, financial statements or communications to the public;
(iii)	engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any Fund or its shareholders;
(iv)	engage in any manipulative practice with respect to any Fund;
(v)	use his or her personal influence or personal relationships to influence any business decision, investment decisions, or financial reporting by a Fund whereby the Covered Officer would benefit personally to the detriment of the Fund or its shareholders;
(vi)	intentionally cause a Fund to fail to comply with applicable laws, rules and regulations, including failure to comply with the requirement of full, fair, accurate, understandable and timely disclosure in reports and documents that a Fund files with, or submits to, the SEC and in other public communications made by the Fund;
(vii)	intentionally mislead or omit to provide material information to the Fund’s independent auditors or to the Board of Trustees/Directors or the officers of the Fund or its investment adviser in connection with financial reporting matters;
(viii)	fail to notify the Code Administrator or the Chief Executive Officer of the Fund or its investment adviser promptly if he or she becomes aware of any existing or potential violations of this Code or applicable laws;
(ix)	retaliate against others for, or otherwise discourage the reporting of, actual or apparent violations of this Code; or
(x)	fails to acknowledge or certify compliance with this Code if requested to do so.

3. Reports of Conflicts of Interests

          If a Covered Officer becomes aware of a conflict of interest under this Code or, to the Covered Officer’s reasonable belief, the appearance of one, he or she must immediately report the matter to the Code’s Administrator. If the Code Administrator is involved or believed to be involved in the conflict of interest or appearance of conflict of interest, the Covered Officer shall report the matter directly to the OFI’s Chief Executive Officer.

          Upon receipt of a report of a conflict, the Code Administrator will take prompt steps to determine whether a conflict of interest exists. If the Code Administrator determines that an actual conflict of interest exists, the Code Administrator will take steps to resolve the conflict. If the Code Administrator determines that the appearance of a conflict exists, the Code Administrator will take appropriate steps to remedy such appearance. If the Code Administrator

determines that no conflict or appearance of a conflict exists, the Code Administrator shall meet with the Covered Officer to advise him or her of such finding and of his or her reason for taking no action. In lieu of determining whether a conflict or appearance of conflict exists, the Code Administrator may in his or her discretion refer the matter to the Fund’s Board of Trustees/Directors.

4. Waivers

          Any Covered Officer requesting a waiver of any of the provisions of this Code must submit a written request for such waiver to the Code Administrator, setting forth the basis of such request and all necessary facts upon which such request can be evaluated. The Code Administrator shall review such request and make a written determination thereon, which shall be binding. The Code Administrator may in reviewing such request, consult at his discretion with legal counsel to OFI or to the Fund.

     In determining whether to waive any of the provisions of this Code, the Code Administrator shall consider whether the proposed waiver:

(i) is prohibited by this Code;

(ii) is consistent with honest and ethical conduct; and

(iii) will result in a conflict of interest between the Covered Officer’s personal and professional obligations to a Fund.

          In lieu of determining whether to grant a waiver, the Code Administrator in his or her discretion may refer the matter to the appropriate Fund’s Board of Trustees/Directors.

5. Reporting Requirements

     (a) Each Covered Officer shall, upon becoming subject to this Code, be provided with a copy of this Code and shall affirm in writing that he or she has received, read, understands and shall adhere to this Code.

     (b) At least annually, all Covered Officers shall be provided with a copy of this Code and shall certify that they have read and understand this Code and recognize that they are subject thereto.

     (c) At least annually, all Covered Officers shall certify that they have complied with the requirements of this Code and that they have disclosed or reported any violations of this Code to the Code Administrator or the Chief Executive Officer of the Fund or its investment adviser.

     (d) The Code Administrator shall submit a quarterly report to the Board of Trustees/Directors of each Fund containing (i) a description of any report of a conflict of interest or apparent conflict and the disposition thereof; (ii) a description of any request for a waiver from this Code and the disposition thereof; (iii) any violation of the Code that has been reported or found and the sanction imposed; (iv) interpretations issued under the Code by the Code Administrator; and (v) any other significant information arising under the Code including any

proposed amendments.

     (e) Each Covered Officer shall notify the Code Administrator promptly if he or she knows of or has a reasonable belief that any violation of this Code has occurred or is likely to occur. Failure to do so is itself a violation of this Code.

     (f) Any changes to or waivers of this Code, including “implicit” waivers as defined in applicable SEC rules, will, to the extent required, be disclosed by the Code Administrator or his or her designee as provided by applicable SEC rules.²

6. Annual Renewal

          At least annually, the Board of Trustees/Directors of each Fund shall review the Code and determine whether any amendments (including any amendments that may be recommended by OFI or the Fund’s legal counsel) are necessary or desirable, and shall consider whether to renew and/or amend the Code.

7. Sanctions

          Any violation of this Code of Ethics shall be subject to the imposition of such sanctions by OFI as may be deemed appropriate under the circumstances to achieve the purposes of this Code and may include, without limitation, a letter of censure, suspension from employment or termination of employment, in the sole discretion of OFI.

8. Administration and Construction

(a)	The administration of this Code of Ethics shall be the responsibility of OFI’s General Counsel or his designee as the “Code Administrator” of this Code, acting under the terms of this Code and the oversight of the Trustees/Directors of the Funds.
(b)	The duties of such Code Administrator will include:

(i)	Continuous maintenance of a current list of the names of all Covered Officers;
(ii)	Furnishing all Covered Officers a copy of this Code and initially and periodically informing them of their duties and obligations thereunder;
(iii)	Maintaining or supervising the maintenance of all records required by this Code, including records of waivers granted hereunder;

² An “implicit waiver” is the failure to take action within a reasonable period of time regarding a material departure from a provision of this Code that has been made known to the General Counsel, the Code Administrator, and an executive officer of the Fund or OFI.

(iv)	Issuing interpretations of this Code which appear to the Code Administrator to be consistent with the objectives of this Code and any applicable laws or regulations;
(v)	Conducting such inspections or investigations as shall reasonably be required to detect and report any violations of this Code, with his or her recommendations, to the Chief Executive Officer of OFI and to the Trustees/Directors of the affected Fund(s) or any committee appointed by them to deal with such information; and
(vi)	Periodically conducting educational training programs as needed to explain and reinforce the terms of this Code.

          (c) In carrying out the duties and responsibilities described under this Code, the Code Administrator may consult with legal counsel, who may include legal counsel to the applicable Funds, and such other persons as the Administrator shall deem necessary or desirable. The Code Administrator shall be protected from any liability hereunder or under any applicable law, rule or regulation, for decisions made in good faith based upon his or her reasonable judgment.

9. Required Records

     The Administrator shall maintain and cause to be maintained in an easily accessible place, the following records for the period required by applicable SEC rules (currently six years following the end of the fiscal year of OFI in which the applicable event or report occurred):

(a)	A copy of any Code which has been in effect during the period;
(b)	A record of any violation of any such Code and of any action taken as a result of such violation, during the period;
(c)	A copy of each annual report pursuant to the Code made by a Covered Officer during the period;
(d)	A copy of each report made by the Code Administrator pursuant to this Code during the period;
(e)	A list of all Covered Officers who are or have been required to make reports pursuant to this Code during the period, plus those person(s) who are or were responsible for reviewing these reports;
(f)	A record of any request to waive any requirement of this Code, the decision thereon and the reasons supporting the decision; and
(g)	A record of any report of any conflict of interest or appearance of a conflict of interest received by the Code Administrator or discovered by the Code Administrator during the period, the decision thereon and the reasons supporting the decision.

10. Amendments and Modifications

     Other than non-substantive or administrative changes, this Code may not be amended or modified unless approved or ratified by the Board of Trustees/Directors of each Fund.

11. Confidentiality.

          This Code is identified for the internal use of the Funds and OFI. Reports and records prepared or maintained under this Code are considered confidential and shall be maintained and protected accordingly to the extent permitted by applicable laws, rules and regulations. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the Trustees/Directors of the affected Fund(s) and their counsel, the independent auditors of the affected Funds and/or OFI, and to OFI, except as such disclosure may be required pursuant to applicable judicial or regulatory process.

Dated as of: June 25, 2003, as revised August 30, 2006.

Exhibit A

Positions Covered by this Code of Ethics for Senior Officers

Each Oppenheimer or Centennial fund
Principal Executive Officer
Principal Financial Officer
Treasurer
Assistant Treasurer

Personnel of OFI, who by virtue of their jobs perform critical financial and accounting
functions for OFI on behalf of a Fund, including:
Chief Financial Officer
Treasurer
Senior Vice President/Fund Accounting
Vice President/Fund Accounting

EX-99.CERT

Exhibit 99.CERT

Section 302 Certifications

CERTIFICATIONS

I, John V. Murphy, certify that:

1.	I have reviewed this report on Form N-CSR of Oppenheimer Main Street Small Cap Fund;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period

covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of Trustees (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: 08/07/2008

 /s/ John V. Murphy  John V. Murphy

Principal Executive Officer

Exhibit 99.CERT

Section 302 Certifications

CERTIFICATIONS

I, Brian W. Wixted, certify that:

1.	I have reviewed this report on Form N-CSR of Oppenheimer Main Street Small Cap Fund;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period

covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of Trustees (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: 08/07/2008

 /s/ Brian W. Wixted

 Brian W. Wixted

Principal Financial Officer

EX-99.906CERT

EX-99.906CERT

Section 906 Certifications

CERTIFICATION PURSUANT TO 18 U.S.C SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

John V. Murphy, Principal Executive Officer, and Brian W. Wixted, Principal Financial Officer, of Oppenheimer Main Street Small Cap Fund (the “Registrant”), each certify to the best of his knowledge that:

1. The Registrant’s periodic report on Form N-CSR for the period ended 06/30/2008 (the “Form N-CSR”) fully complies with the requirements of Section 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant. This certification is being furnished to the Commission solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Form N-CSR filed with the Commission.

Principal Executive Officer	Principal Financial Officer
Oppenheimer Main Street Small Cap Fund	Oppenheimer Main Street Small Cap Fund
/s/ John V. Murphy	/s/ Brian W. Wixted
John V. Murphy	Brian W. Wixted
Date: 08/07/2008	Date: 08/07/2008