nvcsr

TOP HOLDINGS AND ALLOCATIONS

Top Ten Common Stock Industries


Commercial Services & Supplies	10.8	%
Health Care Providers & Services	9.4
Health Care Equipment & Supplies	7.6
Software	5.1
Diversified Consumer Services	5.0
Oil, Gas & Consumable Fuels	4.6
Biotechnology	4.4
Energy Equipment & Services	4.3
Internet Software & Services	3.7
Semiconductors & Semiconductor Equipment	3.4

Portfolio holdings and allocations are subject to change. Percentages are as of October 31, 2008, and are based on net assets.

Top Ten Common Stock Holdings


Stericycle, Inc.	2.4	%
Clean Harbors, Inc.	2.1
Strayer Education, Inc.	1.9
Flowers Foods, Inc.	1.9
NuVasive, Inc.	1.8
FLIR Systems, Inc.	1.8
Alexion Pharmaceuticals, Inc.	1.8
Genoptix, Inc.	1.7
SBA Communications Corp.	1.7
Solera Holdings, Inc.	1.7

Portfolio holdings and allocations are subject to change. Percentages are as of October 31, 2008, and are based on net assets. For up-to-date Top 10 Fund Holdings, please visit www.oppenheimerfunds.com.

9 | OPPENHEIMER EMERGING GROWTH 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 October 31, 2008, followed by a graphical comparison of the Fund’s performance to appropriate broad-based market indices.

Management’s Discussion of Fund Performance. For the 12-month reporting period ending October 31, 2008, Oppenheimer Emerging Growth Fund produced total returns that were slightly higher than the Russell 2000 Growth Index and its Lipper peer group category of small cap growth funds. The Fund’s Class A shares, without sales charge, returned —36.60% and outperformed the Russell 2000 Growth Index, which returned —37.87% and the Fund’s Lipper peer group of small cap growth funds, which returned —42.54%. The Fund underperformed the Russell 2000 Index, which returned —34.16%. The Fund’s Class A shares, without sales charge, finished #72 out of 601 ranked funds in Lipper’s small-cap growth funds category. In fact, over the two years that our team has been managing the Fund, relative performance has substantially improved, with the Fund ranking in the fourth percentile of its Lipper peer group for the 2-year period (finishing #19 out of 550 ranked funds) as compared to #172 out of 405 for the 5-year period.¹We attribute this relative outperformance over the reporting period to our investment process, which focuses on what we believe to be high quality, fast growing companies that are well-managed and conservatively capitalized. It is our view that these companies tend to be leaders within their markets and are generally somewhat larger and more established than typical small cap companies. Top performing sectors on a relative basis included the consumer discretionary and healthcare sectors, as well as the energy and consumer staples sectors.

By contrast, extraordinarily volatile market conditions were the primary contributor to the Fund’s negative total returns. In fact, a majority of the Fund’s decline was realized during the last six weeks of the reporting period. In terms of sectors, weak results in the information technology, industrials and financials sectors hurt Fund performance.

On the positive side, favorable stock selection in the consumer discretionary and healthcare sectors added to results as well as individual contributors from other sectors.

Petrohawk Energy Corp. and Alpha Natural Resources, Inc., both within the energy sector, were the top two contributors to the Fund. During the reporting period, Petrohawk

1. Lipper Inc., 10/31/08. Lipper ranking is for Class A shares and ranking may include more than one share class of funds in the category, including other share classes of this Fund. Ranking is based on total return as of 10/31/08, without considering sales charges. Different share classes may have different expenses and performance characteristics. Past performance is no guarantee of future results.

11 | OPPENHEIMER EMERGING GROWTH FUND

FUND PERFORMANCE DISCUSSION

Energy Corp., an oil and natural gas producer, announced a new natural gas field discovery in the Haynesville Shale located in Louisiana. Alpha Natural Resources, an Appalachian coal supplier, soared during the first half of 2008 on strong financial results driven by strong export demand and rising coal prices. We exited our position and took profits.

Within the consumer discretionary sector, top contributors included Strayer Education Inc., American Public Education, Inc. and VisionChina Media, Inc. Strayer Education Inc., a post-secondary education services corporation, raised the for-profit education company’s annual dividend to $2 per share, up from $1.50 per share. Quarterly profits also rose 27%. American Public Education, a provider of postsecondary education to military and law enforcement personnel, produced strong profit and revenue growth as the company continued to aggressively gain market share. VisionChina Media, one of China’s largest mass transportation mobile television advertising networks, outperformed on the company’s success in gaining many lucrative contracts.

Within the healthcare sector, top performers included Amedisys, Inc., Alexion Pharmaceuticals, Inc., and Illumina, Inc. Amedisys, which provides home health and hospice services in the United States, announced an increase in earnings and indicated strong demand for services from Medicare beneficiaries, with no significant impact from the economic slowdown. Illumina, which makes instruments used by life sciences and pharmaceutical researchers to test and analyze genes, benefited from strong demand for its innovative products and advancements in its performance capabilities.

In addition to an extremely challenging investing environment, the Fund’s performance declined on the weak results generated by holdings within the information technology and financials sectors as well as individual stock detractors from other sectors. The top five detractors were IDEXX Laboratories, Inc. (whose position we exited), Carrizo Oil & Gas, Inc., Aegean Marine Petroleum Network, Inc., Equinix, Inc. and Core Laboratories NV. IDEXX Laboratories announced during the reporting period that profits were flat and revenue growth had slowed. Carizzo Oil & Gas and Aegean Marine Petroleum Network both fell due to the decline in the price of oil. Core Laboratories, a provider of reservoir management and production services to the oil and gas industry, issued revenue guidance below analysts’ estimates. Equinix, a provider of data centers and internet exchange services, fell out of favor due to its need to access capital markets to finance growth during the credit crisis.

12 | OPPENHEIMER EMERGING GROWTH 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 October 31, 2008. Performance is measured from the inception of Class A, B, C and Y on November 1, 2000. 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 and the Russell 2000 Growth Index, unmanaged indices of small cap issuers and small cap issuers with above-average growth characteristics, respectively. Indices cannot be purchased directly by investors. 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 indices.

13 | OPPENHEIMER EMERGING GROWTH FUND

Class B Shares
Comparison of Change in Value of $10,000 Hypothetical Investments in:

Average Annual Total Returns of Class B Shares with Sales Charge of the Fund at 10/31/08
1-Year -39.90% 5-Year -2.24% Since Inception (11/1/00) -0.90%

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. Because Class B shares convert to Class A shares 72 months after purchase, the “since inception” return for Class B uses Class A performance for the period after conversion. There is no sales charge for Class Y shares. See page 19 for further information.

15 | OPPENHEIMER EMERGING GROWTH FUND

Class N Shares
Comparison of Change in Value of $10,000 Hypothetical Investments in:

Average Annual Total Returns of Class N Shares with Sales Charge of the Fund at 10/31/08
1-Year -37.32% 5-Year -1.38% Since Inception (3/1/01) 1.85%

17 | OPPENHEIMER EMERGING GROWTH FUND

FUND PERFORMANCE DISCUSSION

Class Y Shares
Comparison of Change in Value of $10,000 Hypothetical Investments in:

Average Annual Total Returns of Class Y Shares of the Fund at 10/31/08
1-Year -36.24% 5-Year -0.52% Since Inception (11/1/00) 0.25%

18 | OPPENHEIMER EMERGING GROWTH 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 11/1/00. 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 11/1/00. 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 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 11/1/00. 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 certain 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.

19 | OPPENHEIMER EMERGING GROWTH FUND

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 October 31, 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), redemption fees, or a $12.00 fee imposed annually on accounts valued at less than $500.00 (subject to exceptions

21 | OPPENHEIMER EMERGING GROWTH FUND

FUND EXPENSES Continued

described in 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
	May 1, 2008		October 31, 2008		October 31, 2008
Actual
Class A	$	1,000.00	$	733.90	$	6.26
Class B		1,000.00		731.30		9.55
Class C		1,000.00		731.10		9.50
Class N		1,000.00		732.80		7.27
Class Y		1,000.00		736.40		3.46

Hypothetical
(5% return before expenses)
Class A		1,000.00		1,017.95		7.28
Class B		1,000.00		1,014.18		11.10
Class C		1,000.00		1,014.23		11.05
Class N		1,000.00		1,016.79		8.45
Class Y		1,000.00		1,021.17		4.02

Expenses are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). Those annualized expense ratios, excluding indirect expenses from affiliated fund, based on the 6-month period ended October 31, 2008 are as follows:


Class	Expense Ratios
Class A		1.43	%
Class B		2.18
Class C		2.17
Class N		1.66
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.

22 | OPPENHEIMER EMERGING GROWTH FUND

STATEMENT OF INVESTMENTS October 31, 2008


	Shares		Value
Common Stocks—95.8%
Consumer Discretionary—8.3%
Distributors—0.5%
LKQ Corp.¹		45,527	$	520,829
Diversified Consumer Services—5.0%
American Public Education, Inc.¹		38,766		1,716,171
K12, Inc.¹		24,800		682,000
New Oriental Education & Technology Group, Inc., Sponsored ADR¹		15,510		991,865
Strayer Education, Inc.		9,280		2,099,786

				5,489,822

Media—0.5%
VisionChina Media, Inc., ADR¹		65,980		527,840
Multiline Retail—0.8%
Dollar Tree, Inc.¹		24,200		920,084
Specialty Retail—0.5%
Gymboree Corp.¹		19,600		506,856
Textiles, Apparel & Luxury Goods—1.0%
Deckers Outdoor Corp.¹		12,490		1,059,901
Consumer Staples—8.2%
Food & Staples Retailing—2.6%
Pantry, Inc. (The)¹		59,000		1,299,180
Ruddick Corp.		29,300		839,152
United Natural Foods, Inc.¹		31,800		710,412

				2,848,744

Food Products—3.1%
Flowers Foods, Inc.		68,900		2,042,885
TreeHouse Foods, Inc.¹		41,700		1,261,842

				3,304,727

Personal Products—2.5%
Alberto-Culver Co.		24,000		617,520
Chattem, Inc.¹		20,300		1,536,101
Herbalife Ltd.		22,500		549,675

				2,703,296

Energy—8.9%
Energy Equipment & Services—4.3%
Atwood Oceanics, Inc.¹		40,540		1,114,039
Core Laboratories NV		12,650		932,305
Dril-Quip, Inc.¹		24,100		595,270
IHS, Inc., Cl. A¹		35,320		1,249,975
Willbros Group, Inc.¹		46,940		727,101

				4,618,690

Oil, Gas & Consumable Fuels—4.6%
Arena Resources, Inc.¹		42,300		1,289,304
Berry Petroleum Co., Cl. A		36,700		855,110
Carrizo Oil & Gas, Inc.¹		54,160		1,266,802
Patriot Coal Corp.¹		31,100		492,313
Petrohawk Energy Corp.¹		57,900		1,097,205

				5,000,734

Financials—5.8%
Capital Markets—2.4%
Greenhill & Co., Inc.		12,070		796,258
optionsXpress Holdings, Inc.		14,300		253,968
Stifel Financial Corp.¹		17,700		772,605
Waddell & Reed Financial, Inc., Cl. A		54,870		796,712

				2,619,543

Commercial Banks—1.0%
Signature Bank¹		33,380		1,087,520
Diversified Financial Services—0.5%
MSCI, Inc., Cl. A¹		32,360		557,886
Real Estate Investment Trusts—1.1%
Digital Realty Trust, Inc.		34,840		1,166,443
Thrifts & Mortgage Finance—0.8%
Dime Community Bancshares, Inc.		50,410		841,847
Health Care—25.6%
Biotechnology—4.4%
Alexion Pharmaceuticals, Inc.¹		47,740		1,945,405

F1 | OPPENHEIMER EMERGING GROWTH FUND

STATEMENT OF INVESTMENTS Continued


	Shares		Value
Biotechnology Continued
BioMarin Pharmaceutical, Inc.¹		42,590	$	780,249
Genomic Health, Inc.¹		54,330		1,001,302
Martek Biosciences Corp.		37,100		1,106,693

				4,833,649

Health Care Equipment & Supplies—7.6%
ABIOMED, Inc.¹		73,440		1,070,755
Haemonetics Corp.¹		26,300		1,553,278
Masimo Corp.¹		30,300		969,297
Meridian Bioscience, Inc.		37,000		909,460
Neogen Corp.¹		18,800		554,036
NuVasive, Inc.¹		42,000		1,977,780
Thoratec Corp.¹		26,200		645,044
Wright Medical Group, Inc.¹		22,660		525,259

				8,204,909

Health Care Providers & Services—9.4%
Amedisys, Inc.¹		25,470		1,436,763
athenahealth, Inc.¹		33,690		1,030,914
Bio-Reference Laboratories, Inc.¹		19,200		472,128
CardioNet, Inc.¹		44,600		1,141,314
Community Health Systems, Inc.¹		52,070		1,067,435
Genoptix, Inc.¹		56,700		1,896,048
HMS Holdings Corp.¹		60,930		1,509,236
PSS World Medical, Inc.¹		41,100		745,554
Sun Healthcare Group, Inc.¹		74,200		851,816

				10,151,208

Life Sciences Tools & Services—2.7%
ICON plc, Sponsored ADR¹		57,700		1,463,849
Illumina, Inc.¹		48,762		1,503,332

				2,967,181

Pharmaceuticals—1.5%
Perrigo Co.		31,200		1,060,800
Xenoport, Inc.¹		12,950		538,850

				1,599,650

Industrials—18.0%
Aerospace & Defense—3.3%
Aerovironment, Inc.¹		11,700		420,264
Orbital Sciences Corp.¹		79,310		1,625,062
Stanley, Inc.¹		45,300		1,551,978

				3,597,304

Commercial Services & Supplies—10.8%
American Ecology Corp.		55,100		966,454
Clean Harbors, Inc.¹		34,090		2,235,281
Corrections Corp. of America¹		64,740		1,237,181
FTI Consulting, Inc.¹		30,360		1,768,470
Metalico, Inc.¹		91,750		293,600
Stericycle, Inc.¹		44,250		2,585,528
Team, Inc.¹		39,320		1,091,916
Waste Connections, Inc.¹		44,400		1,502,940

				11,681,370

Construction & Engineering—1.3%
Aecom Technology Corp.¹		31,620		557,461
Quanta Services, Inc.¹		43,640		862,326

				1,419,787

Machinery—2.2%
Bucyrus International, Inc., Cl. A		42,340		1,021,664
Chart Industries, Inc.¹		53,450		727,989
Titan Machinery, Inc.¹		48,100		595,478

				2,345,131

Transportation Infrastructure—0.4%
Aegean Marine Petroleum Network, Inc.		46,700		501,092

F2 | OPPENHEIMER EMERGING GROWTH FUND


	Shares			Value
Information Technology—18.7%
Communications Equipment—2.1%
F5 Networks, Inc.¹		50,600		$	1,255,892
Neutral Tandem, Inc.¹		59,740			1,040,671

					2,296,563

Computers & Peripherals—0.8%
Netezza Corp.¹		88,292			856,432
Electronic Equipment & Instruments—2.6%
DTS, Inc.¹		40,800			842,520
FLIR Systems, Inc.¹		61,250			1,966,125

					2,808,645

Internet Software & Services—3.7%
Ariba, Inc.¹		87,850			939,995
comScore, Inc.¹		39,600			483,120
Equinix, Inc.¹		29,100			1,816,422
Vocus, Inc.¹		44,800			753,984

					3,993,521

IT Services—1.0%
ManTech International Corp.¹		20,600			1,111,164
Semiconductors & Semiconductor Equipment—3.4%
Atheros Communications, Inc.¹		25,150			451,946
Microsemi Corp.¹		62,370			1,355,924
Monolithic Power Systems, Inc.¹		61,975			1,052,955
Netlogic Microsystems, Inc.¹		36,360			767,923

					3,628,748

Software—5.1%
Ansys, Inc.¹		26,983			772,523
Blackboard, Inc.¹		28,200			690,336
Concur Technologies, Inc.¹		44,020			1,110,625
Nuance Communications, Inc.¹		117,560			1,075,674
Solera Holdings, Inc.¹		74,840			1,862,768

					5,511,926

Materials—0.6%
Chemicals—0.6%
Intrepid Potash, Inc.¹		29,880			649,591
Telecommunication Services—1.7%
Wireless Telecommunication Services—1.7%
SBA Communications Corp.¹		89,290			1,874,197

Total Common Stocks (Cost $112,926,071)					103,806,830

Investment Company—6.2%

Oppenheimer Institutional Money Market Fund, Cl. E, 2.95%^2,3 (Cost $6,694,335)		6,694,335			6,694,335
Total Investments, at Value (Cost $119,620,406)		102.0	%		110,501,165
Liabilities in Excess of Other Assets		(2.0	)		(2,129,195	)

Net Assets		100.0	%	$	108,371,970

Industry classifications are unaudited.

F3 | OPPENHEIMER EMERGING GROWTH FUND

STATEMENT OF INVESTMENTS Continued

Footnotes to Statement of Investments


1.		Non-income producing security.

2.		Is or was an affiliate, as defined in the Investment Company Act of 1940, at or during the period ended October 31, 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

Shares

October 31, 2007

Additions

Reductions

October 31, 2008

Oppenheimer Institutional Money Market Fund, Cl. E

6,861,094

92,978,671

93,145,430

6,694,335


	Value		Income
Oppenheimer Institutional Money Market Fund, Cl. E	$	6,694,335	$	253,563

3. Rate shown is the 7-day yield as of October 31, 2008.

See accompanying Notes to Financial Statements.

F4 | OPPENHEIMER EMERGING GROWTH FUND

STATEMENT OF ASSETS AND LIABILITIES October 31, 2008


Assets
Investments, at value—see accompanying statement of investments:
Unaffiliated companies (cost $112,926,071)	$	103,806,830
Affiliated companies (cost $6,694,335)		6,694,335

		110,501,165
Cash		56,689
Receivables and other assets:
Investments sold		4,026,628
Shares of beneficial interest sold		169,111
Dividends		37,545
Other		7,337

Total assets		114,798,475

Liabilities
Payables and other liabilities:
Investments purchased		6,000,439
Shares of beneficial interest redeemed		293,601
Shareholder communications		33,316
Transfer and shareholder servicing agent fees		32,022
Distribution and service plan fees		20,828
Trustees’ compensation		14,960
Other		31,339

Total liabilities		6,426,505

Net Assets	$	108,371,970


Composition of Net Assets
Par value of shares of beneficial interest	$	13,698
Additional paid-in capital		137,647,157
Accumulated net investment loss		(14,722	)
Accumulated net realized loss on investments		(20,154,922	)
Net unrealized depreciation on investments		(9,119,241	)


Net Assets	$	108,371,970

F5 | OPPENHEIMER EMERGING GROWTH FUND

STATEMENT OF ASSETS AND LIABILITIES Continued


Net Asset Value Per Share

Class A Shares:
Net asset value and redemption price per share (based on net assets of $63,679,342 and 7,853,418 shares of beneficial interest outstanding)	$	8.11
Maximum offering price per share (net asset value plus sales charge of 5.75% of offering price)	$	8.60

Class B Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $14,440,831 and 1,922,018 shares of beneficial interest outstanding)	$	7.51

Class C Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $19,350,782 and 2,568,621 shares of beneficial interest outstanding)	$	7.53

Class N Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $8,106,968 and 1,026,226 shares of beneficial interest outstanding)	$	7.90

Class Y Shares:
Net asset value, redemption price and offering price per share (based on net assets of $2,794,047 and 327,961 shares of beneficial interest outstanding)	$	8.52

See accompanying Notes to Financial Statements.

F6 | OPPENHEIMER EMERGING GROWTH FUND

STATEMENT OF OPERATIONS For the Year Ended October 31, 2008


Investment Income
Dividends:
Unaffiliated companies (net of foreign withholding taxes of $4,588)	$	282,266
Affiliated companies		253,563
Interest		6,343
Other income		10,412

Total investment income		552,584

Expenses
Management fees		1,254,454
Distribution and service plan fees:
Class A		194,533
Class B		208,241
Class C		238,099
Class N		49,415
Transfer and shareholder servicing agent fees:
Class A		269,687
Class B		83,888
Class C		90,646
Class N		39,904
Class Y		8
Shareholder communications:
Class A		51,276
Class B		14,632
Class C		11,714
Class N		3,006
Class Y		329
Trustees’ compensation		5,029
Custodian fees and expenses		631
Other		42,514

Total expenses		2,558,006
Less reduction to custodian expenses		(609	)
Less waivers and reimbursements of expenses		(247,515	)

Net expenses		2,309,882

Net Investment Loss		(1,757,298	)

Realized and Unrealized Loss
Net realized loss on investments from unaffiliated companies		(19,835,418	)
Net change in unrealized depreciation on investments		(40,541,653	)

Net Decrease in Net Assets Resulting from Operations	$	(62,134,369	)

See accompanying Notes to Financial Statements.

F7 | OPPENHEIMER EMERGING GROWTH FUND

STATEMENTS OF CHANGES IN NET ASSETS


Year Ended October 31,	2008			2007
Operations
Net investment loss	$	(1,757,298	)	$	(1,900,145	)
Net realized gain (loss)		(19,835,418	)		21,889,714
Net change in unrealized appreciation (depreciation)		(40,541,653	)		13,486,438

Net increase (decrease) in net assets resulting from operations		(62,134,369	)		33,476,007

Dividends and/or Distributions to Shareholders
Distributions from net realized gain:
Class A		(9,847,157	)		(3,790,910	)
Class B		(2,991,471	)		(1,248,420	)
Class C		(2,970,930	)		(1,030,400	)
Class N		(1,155,222	)		(437,120	)
Class Y		(437,942	)		(158,535	)

		(17,402,722	)		(6,665,385	)

Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from beneficial interest transactions:
Class A		25,267,554			(2,162,353	)
Class B		1,603,749			(2,215,861	)
Class C		9,975,747			560,714
Class N		4,504,958			(329,152	)
Class Y		1,089,122			(36,998	)

		42,441,130			(4,183,650	)
Net Assets
Total increase (decrease)		(37,095,961	)		22,626,972
Beginning of period		145,467,931			122,840,959

End of period (including accumulated net investment loss of $14,722 and $16,322, respectively)	$	108,371,970		$	145,467,931

See accompanying Notes to Financial Statements.

F8 | OPPENHEIMER EMERGING GROWTH FUND

FINANCIAL HIGHLIGHTS


Class A Year Ended October 31,	2008			2007			2006			2005			2004

Per Share Operating Data
Net asset value, beginning of period	$	14.55		$	11.72		$	10.44		$	9.57		$	10.30

Income (loss) from investment operations:
Net investment loss¹		(.11	)		(.16	)		(.16	)		(.14	)		(.15	)
Net realized and unrealized gain (loss)		(4.69	)		3.63			1.44			1.01			(.58	)

Total from investment operations		(4.80	)		3.47			1.28			.87			(.73	)

Dividends and/or distributions to shareholders:
Distributions from net realized gain		(1.64	)		(.64	)		—			—			—

Net asset value, end of period	$	8.11		$	14.55		$	11.72		$	10.44		$	9.57


Total Return, at Net Asset Value²		(36.60	)%		31.11	%		12.26	%		9.09	%		(7.09	)%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	63,679		$	84,494		$	70,971		$	57,563		$	59,819

Average net assets (in thousands)	$	81,084		$	70,134		$	70,613		$	58,690		$	62,749

Ratios to average net assets:³
Net investment loss		(1.01	)%		(1.30	)%		(1.34	)%		(1.43	)%		(1.57	)%
Total expenses		1.57	%⁴		1.59	%⁴		1.58	%		1.65	%		1.68	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.40	%		1.54	%		1.56	%		1.63	%		1.67	%

Portfolio turnover rate		134	%		232	%		213	%		207	%		212	%


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 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 October 31, 2008	1.58	%
Year Ended October 31, 2007	1.59	%

See accompanying Notes to Financial Statements.

F9 | OPPENHEIMER EMERGING GROWTH FUND

FINANCIAL HIGHLIGHTS Continued


Class B Year Ended October 31,	2008			2007			2006			2005			2004

Per Share Operating Data
Net asset value, beginning of period	$	13.71		$	11.16		$	10.02		$	9.26		$	10.05

Income (loss) from investment operations:
Net investment loss¹		(.18	)		(.24	)		(.24	)		(.22	)		(.23	)
Net realized and unrealized gain (loss)		(4.38	)		3.43			1.38			.98			(.56	)

Total from investment operations		(4.56	)		3.19			1.14			.76			(.79	)

Dividends and/or distributions to shareholders:
Distributions from net realized gain		(1.64	)		(.64	)		—			—			—

Net asset value, end of period	$	7.51		$	13.71		$	11.16		$	10.02		$	9.26


Total Return, at Net Asset Value²		(37.16	)%		30.12	%		11.38	%		8.21	%		(7.86	)%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	14,441		$	24,800		$	22,473		$	20,653		$	21,669

Average net assets (in thousands)	$	20,882		$	21,737		$	23,201		$	21,439		$	22,359

Ratios to average net assets:³
Net investment loss		(1.79	)%		(2.09	)%		(2.14	)%		(2.22	)%		(2.44	)%
Total expenses		2.40	%⁴		2.45	%⁴		2.46	%		2.62	%		2.67	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		2.19	%		2.34	%		2.37	%		2.44	%		2.55	%

Portfolio turnover rate		134	%		232	%		213	%		207	%		212	%


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 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 October 31, 2008	2.41	%
Year Ended October 31, 2007	2.45	%

See accompanying Notes to Financial Statements.

F10 | OPPENHEIMER EMERGING GROWTH FUND


Class C Year Ended October 31,	2008			2007			2006			2005			2004

Per Share Operating Data
Net asset value, beginning of period	$	13.74		$	11.18		$	10.04		$	9.27		$	10.06

Income (loss) from investment operations:
Net investment loss¹		(.18	)		(.24	)		(.24	)		(.22	)		(.23	)
Net realized and unrealized gain (loss)		(4.39	)		3.44			1.38			.99			(.56	)

Total from investment operations		(4.57	)		3.20			1.14			.77			(.79	)

Dividends and/or distributions to shareholders:
Distributions from net realized gain		(1.64	)		(.64	)		—			—			—

Net asset value, end of period	$	7.53		$	13.74		$	11.18		$	10.04		$	9.27


Total Return, at Net Asset Value²		(37.15	)%		30.16	%		11.36	%		8.31	%		(7.85	)%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	19,351		$	23,294		$	18,640		$	15,679		$	15,814

Average net assets (in thousands)	$	23,831		$	18,644		$	18,933		$	15,550		$	16,085

Ratios to average net assets:³
Net investment loss		(1.78	)%		(2.07	)%		(2.11	)%		(2.20	)%		(2.39	)%
Total expenses		2.36	%⁴		2.41	%⁴		2.39	%		2.50	%		2.55	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		2.17	%		2.31	%		2.33	%		2.40	%		2.50	%

Portfolio turnover rate		134	%		232	%		213	%		207	%		212	%


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 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 October 31, 2008	2.37	%
Year Ended October 31, 2007	2.41	%

See accompanying Notes to Financial Statements.

F11 | OPPENHEIMER EMERGING GROWTH FUND

FINANCIAL HIGHLIGHTS Continued


Class N Year Ended October 31,	2008			2007			2006			2005			2004

Per Share Operating Data
Net asset value, beginning of period	$	14.25		$	11.52		$	10.29		$	9.45		$	10.21

Income (loss) from investment operations:
Net investment loss¹		(.14	)		(.19	)		(.18	)		(.17	)		(.18	)
Net realized and unrealized gain (loss)		(4.57	)		3.56			1.41			1.01			(.58	)

Total from investment operations		(4.71	)		3.37			1.23			.84			(.76	)

Dividends and/or distributions to shareholders:
Distributions from net realized gain		(1.64	)		(.64	)		—			—			—

Net asset value, end of period	$	7.90		$	14.25		$	11.52		$	10.29		$	9.45


Total Return, at Net Asset Value²		(36.76	)%		30.77	%		11.95	%		8.89	%		(7.44	)%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	8,107		$	9,138		$	7,743		$	5,067		$	4,570

Average net assets (in thousands)	$	9,889		$	7,901		$	6,521		$	5,046		$	3,375

Ratios to average net assets:³
Net investment loss		(1.27	)%		(1.55	)%		(1.58	)%		(1.68	)%		(1.88	)%
Total expenses		1.87	%⁴		1.92	%⁴		2.00	%		2.20	%		2.17	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.65	%		1.79	%		1.80	%		1.87	%		2.00	%

Portfolio turnover rate		134	%		232	%		213	%		207	%		212	%


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 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.		Expenses including indirect expenses from affiliated fund were as follows:


Year Ended October 31, 2008	1.88	%
Year Ended October 31, 2007	1.92	%

See accompanying Notes to Financial Statements.

F12 | OPPENHEIMER EMERGING GROWTH FUND


Class Y Year Ended October 31,	2008			2007			2006			2005			2004

Per Share Operating Data
Net asset value, beginning of period	$	15.12		$	12.08		$	10.70		$	9.75		$	10.43

Income (loss) from investment operations:
Net investment loss¹		(.05	)		(.09	)		(.09	)		(.08	)		(.10	)
Net realized and unrealized gain (loss)		(4.91	)		3.77			1.47			1.03			(.58	)

Total from investment operations		(4.96	)		3.68			1.38			.95			(.68	)

Dividends and/or distributions to shareholders:
Distributions from net realized gain		(1.64	)		(.64	)		—			—			—

Net asset value, end of period	$	8.52		$	15.12		$	12.08		$	10.70		$	9.75


Total Return, at Net Asset Value²		(36.24	)%		31.96	%		12.90	%		9.74	%		(6.52	)%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	2,794		$	3,742		$	3,014		$	2,313		$	2,819

Average net assets (in thousands)	$	3,533		$	3,323		$	2,968		$	2,540		$	3,182

Ratios to average net assets:³
Net investment loss		(0.39	)%		(0.68	)%		(0.79	)%		(0.77	)%		(0.98	)%
Total expenses		0.95	%⁴		0.94	%⁴		1.01	%		0.98	%		1.08	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.78	%		0.91	%		1.01	%		0.97	%		1.08	%

Portfolio turnover rate		134	%		232	%		213	%		207	%		212	%


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 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 October 31, 2008	0.96	%
Year Ended October 31, 2007	0.94	%

See accompanying Notes to Financial Statements.

F13 | OPPENHEIMER EMERGING GROWTH FUND

NOTES TO FINANCIAL STATEMENTS

1. Significant Accounting Policies

Oppenheimer Emerging Growth 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 Fund assesses a 2% fee on the proceeds of fund shares that are redeemed (either by selling or exchanging to another Oppenheimer fund) within 30 days of their purchase. The fee, which is retained by the Fund, is accounted for as an addition to paid-in capital. This fee will be discontinued effective January 1, 2009.

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

F14 | OPPENHEIMER EMERGING GROWTH FUND

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 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.

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.

Investment in Oppenheimer Institutional Money Market Fund. The Fund is permitted to invest daily available cash balances in an affiliated money market fund. The Fund may invest the available cash in Class E shares of Oppenheimer Institutional Money Market Fund (“IMMF”) to seek current income while preserving liquidity. IMMF is a registered open-end management investment company, regulated as a money market fund under the Investment Company Act of 1940, as amended. The Manager is also the investment adviser of IMMF. The Fund’s investment in IMMF is included in the Statement of Investments. As a shareholder, the Fund is subject to its proportional share of IMMF’s

F15 | OPPENHEIMER EMERGING GROWTH FUND

NOTES TO FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies Continued

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.

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.

Net Unrealized

Depreciation Based

on Cost of Securities

Undistributed

Accumulated

and Other

Net Investment

Long-Term

Loss

for Federal Income

Income

Gain

Carryforward^1,2,3

Tax Purposes

$—

—

18,045,394

11,228,769


1.		As of October 31, 2008, the Fund had $18,045,394 of net capital loss carryforwards available to offset future realized capital gains, if any, and thereby reduce future taxable gain distributions. As of October 31, 2008, details of the capital loss carryforward were as follows:


Expiring
2016	$	18,045,394

2.		During the fiscal year ended October 31, 2008, the Fund did not utilize any capital loss carryforward.

3.		During the fiscal year ended October 31, 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.

F16 | OPPENHEIMER EMERGING GROWTH FUND

Accordingly, the following amounts have been reclassified for October 31, 2008. Net assets of the Fund were unaffected by the reclassifications.


	Reduction to		Reduction to
	Accumulated Net		Accumulated Net
Reduction to	Investment		Realized Loss on
Paid-in Capital	Loss		Investments
$1,857,536	$	1,758,898	$	98,638

The tax character of distributions paid during the years ended October 31, 2008 and October 31, 2007 was as follows:


	Year Ended		Year Ended
	October 31, 2008		October 31, 2007
Distributions paid from:
Ordinary income	$	10,653,399	$	—
Long-term capital gain		6,749,323		6,665,385

Total	$	17,402,722	$	6,665,385

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 October 31, 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.


Federal tax cost of securities	$	121,729,934


Gross unrealized appreciation	$	9,997,521
Gross unrealized depreciation		(21,226,290	)

Net unrealized depreciation	$	(11,228,769	)

Trustees’ Compensation. The Fund has adopted an unfunded retirement plan (the “Plan”) for the Fund’s independent trustees. Benefits are based on years of service and fees paid to each trustee during their period of service. The Plan was frozen with respect to adding new participants effective December 31, 2006 (the “Freeze Date”) and existing Plan Participants as of the Freeze Date will continue to receive accrued benefits under the Plan. Active independent trustees as of the Freeze Date have each elected a distribution method with respect to their benefits under the Plan. During the year ended October 31, 2008, the Fund’s projected benefit obligations, payments to retired trustees and accumulated liability were as follows:


Projected Benefit Obligations Increased	$	2,273
Payments Made to Retired Trustees		1,014
Accumulated Liability as of October 31, 2008		10,736

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

F17 | OPPENHEIMER EMERGING GROWTH FUND

NOTES TO FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies Continued

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.

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.

F18 | OPPENHEIMER EMERGING GROWTH FUND

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 October 31, 2008						Year Ended October 31, 2007
	Shares			Amount			Shares			Amount
Class A
Sold		4,482,679		$	50,359,083			1,870,818		$	23,882,474
Dividends and/or distributions reinvested		789,858			9,454,601			317,067			3,643,094
Redeemed		(3,225,281	)		(34,546,130	)¹		(2,437,225	)		(29,687,921	)²

Net increase (decrease)		2,047,256		$	25,267,554			(249,340	)	$	(2,162,353	)


Class B
Sold		655,893		$	6,882,070			335,907		$	4,013,659
Dividends and/or distributions reinvested		257,035			2,871,082			109,935			1,197,189
Redeemed		(800,462	)		(8,149,403	)¹		(650,344	)		(7,426,709	)²

Net increase (decrease)		112,466		$	1,603,749			(204,502	)	$	(2,215,861	)


Class C
Sold		1,555,208		$	16,334,431			520,202		$	6,249,584
Dividends and/or distributions reinvested		248,953			2,788,276			87,900			959,869
Redeemed		(931,143	)		(9,146,960	)¹		(579,608	)		(6,648,739	)²

Net increase		873,018		$	9,975,747			28,494		$	560,714


Class N
Sold		797,303		$	8,664,900			294,135		$	3,568,322
Dividends and/or distributions reinvested		92,620			1,082,728			36,477			411,465
Redeemed		(504,768	)		(5,242,670	)¹		(361,625	)		(4,308,939	)²

Net increase (decrease)		385,155		$	4,504,958			(31,013	)	$	(329,152	)


Class Y
Sold		159,781		$	1,911,365			95,007		$	1,189,686
Dividends and/or distributions reinvested		34,994			437,778			13,351			158,471
Redeemed		(114,388	)		(1,260,021	)¹		(110,332	)		(1,385,155	)²

Net increase (decrease)		80,387		$	1,089,122			(1,974	)	$	(36,998	)

1.		Net of redemption fees of $6,022, $1,550, $1,769, $734 and $262 for Class A, Class B, Class C, Class N and Class Y, respectively.

2.		Net of redemption fees of $676, $210, $180, $76 and $32 for Class A, Class B, Class C, Class N and Class Y, respectively.

F19 | OPPENHEIMER EMERGING GROWTH FUND

NOTES TO FINANCIAL STATEMENTS Continued

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 October 31, 2008, were as follows:


	Purchases		Sales
Investment securities	$	204,631,655	$	180,068,035

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	0.90	%
Next $200 million	0.85
Next $200 million	0.80
Over $600 million	0.75

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 October 31, 2008, the Fund paid $459,341 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.

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

F20 | OPPENHEIMER EMERGING GROWTH FUND

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 September 30, 2008 for Class C and Class N shares were $378,873 and $129,475, 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

Front-End

Deferred

Sales Charges

Retained by

Year Ended

Distributor

October 31, 2008

101,087

1,778

43,210

6,530

279

Waivers and Reimbursements of Expenses. From September 1, 2007 to August 31, 2008, the Manager had voluntarily agreed to waive a portion of the advisory fee so that the annual advisory fee rate declined as follows: 0.75% of the first $200 million of average annual net assets of the Fund, 0.72% of the next $200 million, 0.69% of the next $200 million, 0.66% of the next $200 million, 0.60% of the next $700 million and 0.58% of average annual net assets over $1.5 billion. This voluntary waiver was withdrawn by the Manager. Effective September 1, 2008, the Manager has voluntarily undertaken to waive a portion of the Fund’s management fee so that the effective management fee rate for the Fund will not exceed the effective management fee of Oppenheimer Discovery Fund, measured as of the last business day of the prior month. This voluntary undertaking may be withdrawn or amended by the Manager at any time. During the year ended October 31, 2008, the Manager waived $216,739 as a result of these undertakings.

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 October 31, 2008, OFS waived $584, $11,140, $6,846 and $4,935 for Class A, Class B, Class C and Class N shares, respectively. This undertaking may be amended or withdrawn at any time.

F21 | OPPENHEIMER EMERGING GROWTH FUND

NOTES TO FINANCIAL STATEMENTS Continued

4. Fees and Other Transactions with Affiliates Continued

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 October 31, 2008, the Manager waived $7,271 for IMMF management fees.

5. 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 October 31, 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 and interim periods beginning after November 15, 2008. At this time, management is evaluating the implications of SFAS No. 161 and its impact on the Fund’s financial statements and related disclosures.

F22 | OPPENHEIMER EMERGING GROWTH FUND

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Trustees and Shareholders of Oppenheimer Emerging Growth Fund:

We have audited the accompanying statement of assets and liabilities of Oppenheimer Emerging Growth Fund, including the statement of investments, as of October 31, 2008, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of October 31, 2008, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. 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 Oppenheimer Emerging Growth Fund as of October 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

KPMG llp

Denver, Colorado

December 16, 2008

F23 | OPPENHEIMER EMERGING GROWTH 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 $0.6378 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).

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.

23 | OPPENHEIMER EMERGING GROWTH FUND

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited

Each year, the Board of Trustees (the “Board”), including a majority of the independent Trustees, is required to determine whether to renew the Fund’s investment advisory agreement (the “Agreement”). The Investment Company Act of 1940, as amended, requires that the Board request and evaluate, and that the Manager provide, such information as may be reasonably necessary to evaluate the terms of the Agreement. The Board employs an independent consultant to prepare a report that provides information, including comparative information, the Board requests for that purpose. In addition, the Board receives information throughout the year regarding Fund services, fees, expenses and performance.

The Manager and the independent consultant provided information to the Board on the following factors: (i) the nature, quality and extent of the Manager’s services, (ii) the investment performance of the Fund and the Manager, (iii) the fees and expenses of the Fund, including comparative expense information, (iv) the profitability of the Manager and its affiliates, including an analysis of the cost of providing services, (v) whether economies of scale are realized as the Fund grows and whether fee levels reflect these economies of scale for Fund investors and (vi) other benefits to the Manager from its relationship with the Fund. The Board was aware that there are alternatives to retaining the Manager.

Outlined below is a summary of the principal information considered by the Board as well as the Board’s conclusions.

Nature, Quality and Extent of Services. The Board considered information about the nature and extent of the services provided to the Fund and information regarding the Manager’s key personnel who provide such services. The Manager’s duties include providing the Fund with the services of the portfolio manager and the Manager’s investment team, who provide research, analysis and other advisory services in regard to the Fund’s investments; securities trading services; oversight of third party service providers; monitoring compliance with applicable Fund policies and procedures and adherence to the Fund’s investment restrictions. The Manager is responsible for providing certain administrative services to the Fund as well. Those services include providing and supervising all administrative and clerical personnel who are necessary in order to provide effective corporate administration for the Fund; compiling and maintaining records with respect to the Fund’s operations; preparing and filing reports required by the Securities and Exchange Commission; preparing periodic reports regarding the operations of the Fund for its shareholders; preparing proxy materials for shareholder meetings; and preparing the registration statements required by Federal and state securities laws for the sale of the Fund’s shares. The Manager also provides the Fund with office space, facilities and equipment.

24 | OPPENHEIMER EMERGING GROWTH FUND

The Board also considered the quality of the services provided and the quality of the Manager’s resources that are available to the Fund. The Board took account of the fact that the Manager has had over forty years of experience as an investment adviser and that its assets under management rank it among the top mutual fund managers in the United States. The Board evaluated the Manager’s advisory, administrative, accounting, legal and compliance services, and information the Board has received regarding the experience and professional qualifications of the Manager’s key personnel and the size and functions of its staff. In its evaluation of the quality of the portfolio management services provided, the Board considered the experience of Ronald Zibelli, Jr., the portfolio manager for the Fund, and the Manager’s investment team and analysts. The Board members also considered the totality of their experiences with the Manager as directors or trustees of the Fund and other funds advised by the Manager. The Board considered information regarding the quality of services provided by affiliates of the Manager, which its members have become knowledgeable about in connection with the renewal of the Fund’s service agreements. The Board concluded, in light of the Manager’s experience, reputation, personnel, operations and resources, the Fund benefits from the services provided under the Agreement.

Investment Performance of the Manager and the Fund. Throughout the year, the Manager provided information on the investment performance of the Fund and the Manager, including comparative performance information. The Board also reviewed information, prepared by the Manager and by the independent consultant, comparing the Fund’s historical performance to relevant market indices and to the performance of other retail front-end load and no-load small-cap growth funds (including both funds advised by the Manager and funds advised by other investment advisers). The Board noted that the Fund’s one-year, three-year, five-year and since inception performance were better than its peer group median.

Costs of Services by the Manager. The Board reviewed the fees paid to the Manager and the other expenses borne by the Fund. The Board also considered the comparability of the fees charged and the services provided to the Fund to the fees and services for other clients or accounts advised by the Manager. The independent consultant provided comparative data in regard to the fees and expenses of the Fund and small-cap growth funds with comparable asset levels and distribution features. The Board noted, that the Manager agreed to voluntarily waive a portion of the management fees from September 1, 2007 to August 31, 2008 so that the management fee will decline as follows: 0.75% of the first $200 million of average annual net assets, 0.72% of the next $200 million of average annual net assets, 0.69% of the next $200 million of average annual net assets, 0.66% of the next $200 million of average annual net assets, 0.60% of the next $700 million of average

25 | OPPENHEIMER EMERGING GROWTH FUND

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited / Continued

annual net assets, and 0.58% of average annual net assets in excess of $1.5 billion. The Board noted that the Fund’s contractual management fee and total expenses were lower than its peer group median although its actual management fee is slightly higher than its peer group median.

Economies of Scale and Profits Realized by the Manager. The Board considered information regarding the Manager’s costs in serving as the Fund’s investment adviser, including the costs associated with the personnel and systems necessary to manage the Fund, and information regarding the Manager’s profitability from its relationship with the Fund. The Board reviewed whether the Manager may realize economies of scale in managing and supporting the Fund. The Board noted that the Fund currently has management fee breakpoints, which are intended to share with Fund shareholders economies of scale that may exist as the Fund’s assets grow. Based on the Board’s evaluation, effective September 1, 2008, the Manager has voluntarily undertaken to waive a portion of the Fund’s management fee so that the effective management fee rate for the Fund will not exceed the effective management fee of Oppenheimer Discovery Fund, measured as of the last business day of the prior month. This voluntary undertaking may be withdrawn or amended by the Manager at any time.

Other Benefits to the Manager. In addition to considering the profits realized by the Manager, the Board considered information that was provided regarding the direct and indirect benefits the Manager receives as a result of its relationship with the Fund, including compensation paid to the Manager’s affiliates and research provided to the Manager in connection with permissible brokerage arrangements (soft dollar arrangements). The Board also considered that the Manager must be able to pay and retain experienced professional personnel at competitive rates to provide quality services to the Fund and that maintaining the financial viability of the Manager is important in order for the Manager to continue to provide significant services to the Fund and its shareholders.

Conclusions. These factors were also considered by the independent Trustees meeting separately from the full Board, assisted by experienced counsel to the Fund and to the independent Trustees. Fund counsel and the independent Trustees’ counsel are independent of the Manager within the meaning and intent of the Securities and Exchange Commission Rules.

Based on its review of the information it received and its evaluations described above, the Board, including a majority of the independent Trustees, decided to continue the Agreement for another year. In arriving at this decision, the Board did not single out any factor or factors as being more important than others, but considered all of the above information, and considered the terms and conditions of the Agreement, including the management fee, in light of all of the surrounding circumstances.

26 | OPPENHEIMER EMERGING GROWTH 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.

27 | OPPENHEIMER EMERGING GROWTH 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.

Brian F. Wruble, Chairman of the Board of Trustees (since 2007), Trustee (since 2005) Age: 65		General Partner of Odyssey Partners, L.P. (hedge fund) (September 1995-December 2007); Director of Special Value Opportunities Fund, LLC (registered investment company) (affiliate of the Manager’s parent company) (since September 2004); Chairman (since August 2007) and Trustee (since August 1991) of the Board of Trustees of The Jackson Laboratory (non-profit); Treasurer and Trustee of the Institute for Advanced Study (non-profit educational institute) (since May 1992); Member of Zurich Financial Investment Management Advisory Council (insurance) (2004-2007); Special Limited Partner of Odyssey Investment Partners, LLC (private equity investment) (January 1999-September 2004). Oversees 64 portfolios in the OppenheimerFunds complex.

David K. Downes, Trustee (since 2007) Age: 68		Independent Chairman GSK Employee Benefit Trust (since April 2006); Director of Correctnet (since January 2006); Trustee of Employee Trusts (since January 2006); President, Chief Executive Officer and Board Member of CRAFund Advisors, Inc. (investment management company) (since January 2004); Director of Internet Capital Group (information technology company) (since October 2003); Independent Chairman of the Board of Trustees of Quaker Investment Trust (registered investment company) (2004-2007); President of The Community Reinvestment Act Qualified Investment Fund (investment management company) (2004-2007); Chief Operating Officer and Chief Financial Officer of Lincoln National Investment Companies, Inc. (subsidiary of Lincoln National Corporation, a publicly traded company) and Delaware Investments U.S., Inc. (investment management subsidiary of Lincoln National Corporation) (1993-2003); President, Chief Executive Officer and Trustee of Delaware Investment Family of Funds (1993-2003); President and Board Member of Lincoln National Convertible Securities Funds, Inc. and the Lincoln National Income Funds, TDC (1993-2003); Chairman and Chief Executive Officer of Retirement Financial Services, Inc. (registered transfer agent and investment adviser and subsidiary of Delaware Investments U.S., Inc.) (1993-2003); President and Chief Executive Officer of Delaware Service Company, Inc. (1995-2003); Chief Administrative Officer, Chief Financial Officer, Vice Chairman and Director of Equitable Capital Management Corporation (investment subsidiary of Equitable Life Assurance Society) (1985-1992); Corporate Controller of Merrill Lynch & Company (financial services holding company) (1977-1985); held the following positions at the Colonial Penn Group, Inc. (insurance company): Corporate Budget Director (1974-1977), Assistant Treasurer (1972-1974) and Director of Corporate Taxes (1969-1972); held the following positions at Price Waterhouse & Company (financial services firm): Tax Manager (1967-1969), Tax Senior (1965-1967) and Staff Accountant (1963-1965); United States Marine Corps (1957-1959). Oversees 64 portfolios in the OppenheimerFunds complex.

Matthew P. Fink, Trustee (since 2005) Age: 67		Trustee of the Committee for Economic Development (policy research foundation) (since 2005); Director of ICI Education Foundation (education foundation) (October 1991-August 2006); President of the Investment Company Institute (trade association) (October 1991-June 2004); Director of ICI Mutual Insurance Company (insurance company) (October 1991-June 2004). Oversees 54 portfolios in the OppenheimerFunds complex.

28 | OPPENHEIMER EMERGING GROWTH 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

Phillip A. Griffiths, Trustee (since 2000) Age: 70		Fellow of the Carnegie Corporation (since 2007); Distinguished Presidential Fellow for International Affairs (since 2002) and Member (since 1979) of the National Academy of Sciences; Council on Foreign Relations (since 2002); Director of GSI Lumonics Inc. (precision technology products company) (since 2001); Senior Advisor of The Andrew W. Mellon Foundation (since 2001); Chair of Science Initiative Group (since 1999); Member of the American Philosophical Society (since 1996); Trustee of Woodward Academy (since 1983); Foreign Associate of Third World Academy of Sciences; Director of the Institute for Advanced Study (1991-2004); Director of Bankers Trust New York Corporation (1994-1999); Provost at Duke University (1983-1991). Oversees 54 portfolios in the OppenheimerFunds complex.

Mary F. Miller, Trustee (since 2004) Age: 65		Trustee of International House (not-for-profit) (since June 2007); Trustee of the American Symphony Orchestra (not-for-profit) (since October 1998); and Senior Vice President and General Auditor of American Express Company (financial services company) (July 1998-February 2003). Oversees 54 portfolios in the OppenheimerFunds complex.

Joel W. Motley, Trustee (since 2002) Age: 56		Managing Director of Public Capital Advisors, LLC (privately held financial advisor) (since January 2006); Managing Director of Carmona Motley, Inc. (privately-held financial advisor) (since January 2002); Director of Columbia Equity Financial Corp. (privately-held financial advisor) (2002-2007); Managing Director of Carmona Motley Hoffman Inc. (privately-held financial advisor) (January 1998-December 2001); Member of the Finance and Budget Committee of the Council on Foreign Relations, Member of the Investment Committee of the Episcopal Church of America, Member of the Investment Committee and Board of Human Rights Watch and Member of the Investment Committee of Historic Hudson Valley. Oversees 54 portfolios in the OppenheimerFunds complex.

Russell S. Reynolds, Jr., Trustee (since 2000) Age: 76		Chairman of RSR Partners (formerly “The Directorship Search Group, Inc.”) (corporate governance consulting and executive recruiting) (since 1993); Retired CEO of Russell Reynolds Associates (executive recruiting) (October 1969—March 1993); Life Trustee of International House (non-profit educational organization); Former Trustee of The Historical Society of the Town of Greenwich; Former Director of Greenwich Hospital Association. Oversees 54 portfolios in the OppenheimerFunds complex.

Mary Ann Tynan, Trustee (since 2008) Age: 63		Vice Chair of Board of Trustees of Brigham and Woman’s Hospital (non-profit hospital) (since 2000); Chair of Board of Directors of Faulkner Hospital (non-profit hospital) (since 1990); Member of Audit and Compliance Committee of Partners Health Care System (non-profit) (since 2004); Board of Trustees of Middlesex School (educational institution) (since 1994); Board of Directors of Idealswork, Inc. (financial services provider) (since 2003); Member of Capital Campaign Committee of Island Medical Center (medical facility) (2006 to 2008); Partner, Senior Vice President and Director of Regulatory Affairs of Wellington Management Company, LLP (global investment manager) (1976 to 2002); Vice President and Corporate Secretary, John Hancock Advisers, Inc. (mutual fund investment adviser) (1970-1976). Oversees 54 portfolios in the OppenheimerFunds complex.

Joseph M. Wikler, Trustee (since 2005) Age: 67		Director of C-TASC (bio-statistics services) (since 2007); Director of the following medical device companies: Medintec (since 1992) and Cathco (since 1996); Director of Lakes Environmental Association (environmental protection organization) (since 1996); Member of the Investment Committee of the Associated Jewish Charities of Baltimore (since 1994); Director of Fortis/Hartford mutual funds (1994-December 2001). Oversees 54 portfolios in the OppenheimerFunds complex.

29 | OPPENHEIMER EMERGING GROWTH 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

Peter I. Wold, Trustee (since 2005) Age: 60		President of Wold Oil Properties, Inc. (oil and gas exploration and production company) (since 1994); Vice President of American Talc Company, Inc. (talc mining and milling) (since 1999); Managing Member of Hole-in-the-Wall Ranch (cattle ranching) (since 1979); Vice President, Secretary and Treasurer of Wold Trona Company, Inc. (soda ash processing and production) (1996-2006); Director and Chairman of the Denver Branch of the Federal Reserve Bank of Kansas City (1993-1999); and Director of PacifiCorp. (electric utility) (1995-1999). Oversees 54 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 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. Zibelli and Zack, Two World Financial Center, 225 Liberty Street, New York, New York 10281-1008, for Messrs. Vandehey and Wixted, 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.

Ronald J. Zibelli, Jr., Vice President (since 2006) and Portfolio Manager (since 2007) Age: 49		Vice President of the Manager (since May 2006); a chartered financial analyst. Prior to joining the Manager, spent six years at Merrill Lynch Investment Managers, during which time he was a Managing Director and Small Cap Growth Team Leader. Prior to joining Merrill Lynch Investment Managers, spent 12 years with Chase Manhattan Bank, including two years as Senior Portfolio Manager (U.S. Small Cap Equity) at Chase Asset Management. A portfolio manager and officer of 2 portfolios in the OppenheimerFunds complex.

30 | OPPENHEIMER EMERGING GROWTH 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

Mark S. Vandehey, Vice President and Chief Compliance Officer (since 2004) Age: 58		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 2000) Age: 49		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 Management Corporation (March 1999-October 2003) and OppenheimerFunds Legacy Program (April 2000-June 2003). An officer of 103 portfolios in the OppenheimerFunds complex.

Robert G. Zack, 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 International Distributor Limited (since December 2003); Senior Vice President (May 1985-December 2003). 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, by calling 1.800.525.7048.

31 | OPPENHEIMER EMERGING GROWTH FUND

Item 4. Principal Accountant Fees and Services.

(a) Audit Fees

The principal accountant for the audit of the registrant’s annual financial statements billed $20,400 in fiscal 2008 and $20,000 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 $255,000 in fiscal 2008 and $256,236 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 services include: internal control reviews, review of capital accumulation plan and professional services relating to FAS 123R.

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 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.

(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 $255,000 in fiscal 2008 and $256,236 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.

a) Not applicable.

b) 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 10/31/2008, 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


By:		/s/ John V. Murphy

		John V. Murphy
		Principal Executive Officer

Date:		12/12/2008


By:		/s/ John V. Murphy

		John V. Murphy
		Principal Executive Officer

Date:		12/12/2008

By:		/s/ Brian W. Wixted

		Brian W. Wixted
		Principal Financial Officer

Date:		12/12/2008