Registration No. 2-65245
                                                             File No. 811-5051

                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549

                                  FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933                                                                [X]

Pre-Effective Amendment No. _____                                        [   ]


Post-Effective Amendment No. 38                                            [X]
                             --


                                    and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940                                                                [X]


Amendment No. 40                                                           [X]
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                        CENTENNIAL MONEY MARKET TRUST
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              (Exact Name of Registrant as Specified in Charter)

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            6803 South Tucson Way, Centennial, Colorado 80112-3924
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             (Address of Principal Executive Offices) (Zip Code)

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                                1.303.768.3200
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             (Registrant's Telephone Number, including Area Code)

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                             Robert G. Zack, Esq.
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                            OppenheimerFunds, Inc.
  Two World Financial Center, 225 Liberty Street -11th Floor, New York, New
                               York 10281-1008
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                   (Name and Address of Agent for Service)

It is proposed that this filing will become effective (check appropriate box):


[   ] Immediately upon filing pursuant to paragraph (b)
[   ] On _______________ pursuant to paragraph (b)
         ---------------
[   ] 60 days after filing pursuant to paragraph (a)(1)
[X]   On October 14, 2005 pursuant to paragraph (a)(1)
         ----------------
[   ] 75 days after filing pursuant to paragraph (a)(2)
[   ] On _______________ pursuant to paragraph (a)(2) of Rule 485


If appropriate, check the following box:


[   ] This  post-effective  amendment  designates a new  effective  date for a
previously filed post-effective amendment.

Centennial Money Market Trust


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Prospectus dated October __ , 2005

                                         Centennial Money Market Trust is a
                                         money market mutual fund.  It seeks
                                         the maximum current income that is
                                         consistent with low capital risk and
                                         maintaining liquidity.  The Trust
                                         invests in short-term, high-quality
                                         "money market" instruments.

                                         This Prospectus contains important
                                         information about the Trust's
                                         objective, its investment policies,
                                         strategies and risks.  It also
                                         contains important information about
                                         how to buy and sell shares of the
As with all mutual funds, the            Trust and other account features.
Securities and Exchange Commission has   Please read this Prospectus carefully
not approved or disapproved the Trust's  before you invest and keep it for
securities nor has it determined that    future reference about your account.
this Prospectus is accurate or
complete.  It is a criminal offense to
represent otherwise.
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CONTENTS

                  A B O U T  T H E  T R U S T

                  The Trust's Investment Objective and Strategies

                  Main Risks of Investing in the Trust

                  The Trust's Past Performance

                  Fees and Expenses of the Trust

                  About the Trust's Investments

                  I N V E S T I N G  I N  T H E  T R U S T S

                  This section applies to the prospectuses of Centennial Money
                  Market Trust, Centennial Tax Exempt Trust and Centennial
                  Government Trust

                  How the Trusts are Managed

                  How to Buy Shares
                  Automatic Purchase and Redemption Programs
                  Direct Shareholders

                  How to Sell Shares
                  Automatic Purchase and Redemption Programs
                  Direct Shareholders

                  How to Exchange Shares

                  Shareholder Account Rules and Policies

                  Dividends, Capital Gains and Taxes

                  Financial Highlights










A B O U T  T H E  T R U S T

The Trust's Investment Objective and Strategies

WHAT IS THE TRUST'S INVESTMENT OBJECTIVE?  The Trust seeks the maximum current
income that is consistent with low capital risk and the maintenance of liquidity.

WHAT DOES THE TRUST MAINLY INVEST IN?  The Trust is a money market fund.  It
invests in a variety of high-quality money market instruments to seek income.
Money market instruments are short-term, U.S. dollar denominated debt instruments
issued by the U.S. government, domestic and foreign corporations and financial
institutions and other entities.  They include, for example, bank obligations,
repurchase agreements, commercial paper, other corporate debt obligations and
government debt obligations.  To be considered "high-quality," generally they must
be rated in one of the two highest credit-quality categories for short-term
securities by nationally recognized rating services.  If unrated, a security must
be determined by the Trust's investment manager to be of comparable quality to
rated securities.

WHO IS THE TRUST DESIGNED FOR?  The Trust is designed for investors who are seeking
to earn income at current money market rates while preserving the value of their
investment, because the Trust tries to keep its share price stable at $1.00.
Income on money market instruments tends to be lower than income on longer-term
debt securities, so the Trust's yield will likely be lower than the yield on
longer-term fixed income funds. The Trust does not invest for the purpose of
seeking capital appreciation or gains and is not a complete investment program.

Main Risks of Investing in the Trust

      All investments carry risks to some degree.  Funds that invest in debt
obligations for income may be subject to credit risks and interest rate risks.
There are risks that any of the Trust's holdings could have its credit rating
downgraded, or the issuer could default, or that interest rates could rise sharply,
causing the value of the Trust's securities (and its share price) to fall.  As a
result, there is a risk that the Trust's shares could fall below $1.00 per share.
If there is a high redemption demand for the Trust's shares that was not
anticipated, portfolio securities might have to be sold prior to their maturity at
a loss.  Also, there is the risk that the value of your investment could be eroded
over time by the effects of inflation, and that poor security selection could cause
the Trust to underperform other funds with similar objectives.

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An investment in the Trust is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency.  Although the Trust seeks to
preserve the value of your investment at $1.00 per share, it is possible to lose
money by investing in the Trust.
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The Trust's Past Performance

The bar chart and table below show how the Trust's returns may vary over time, by
showing changes in the Trust's performance from year to year for the last 10
calendar years and its average annual total returns for the 1-, 5- and 10- year
periods. Variability of returns is one measure of the risks of investing in a money
market fund.  The Trust's past investment performance does not predict how the
Trust will perform in the future.

Annual Total Returns (as of 12/31 each year)

[See appendix to prospectus for annual total return data for bar chart.]


For the period from 1/1/05 through 6/30/05 the cumulative total return (not
annualized) was 1.04%.
During the period shown in the bar chart, the highest return (not annualized) for a
calendar quarter was 1.54% (4th Q `00) and the lowest return (not annualized) for a
calendar quarter was 0.11% (1st Q'04 & 2ndQ `04).


Average Annual Total Returns
for the periods ended December 31,    1 Year         5 Years       10 Years

2004

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                                      ---------------              --------------

Centennial Money Market Trust         0.77%          2.25%         3.78%
(inception 9/8/81)

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The returns in the table measure the performance of a hypothetical account and
assume that all dividends have been reinvested in additional shares.

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The total returns are not the Trust's current yield. The Trust's yield more closely
reflects the Trust's current earnings.   To obtain the Trust's current seven day
yield, please call the Transfer Agent toll-free at 1.800.525.9310.
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Fees and Expenses of the Trust


The Trust pays a variety of expenses directly for management of its assets,
administration and other services.  Those expenses are subtracted from the Trust's
assets to calculate the Trust's net asset value per share. All shareholders
therefore pay those expenses indirectly. The following tables are meant to help you
understand the fees and expenses you may pay if you buy and hold shares of the
Trust. The numbers below are based upon the Trust's expenses during its fiscal year
ended June 30, 2005.


SHAREHOLDER FEES. The Trust does not charge any initial sales charge to buy shares
or to reinvest dividends.  There are no exchange fees or redemption fees and no
contingent deferred sales charges (unless you buy Trust shares by exchanging Class
A shares of other eligible funds that were purchased subject to a contingent
deferred sales charge, as described in "How to Sell Shares").

Annual Trust Operating Expenses (deducted from Trust assets):
(% of average daily net assets)

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 Management Fees                              0.33%

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 Distribution and/or Service (12b-1) Fees     0.20%

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 Other Expenses(2)                            0.15%

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 Total Annual Operating Expenses              0.68%

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2. Expenses may vary in future years. "Other Expenses" include transfer agent fees,
custodial expenses, and accounting and legal expenses the Trust pays.  The Transfer
Agent has voluntarily undertaken to the Trust to limit the transfer agent fees to
0.35% of average daily net assets per fiscal year. That undertaking may be amended
or withdrawn at any time. For the Trust's fiscal year ended June 30, 2005, the
transfer agent fees did not exceed the expense limitation described above.


EXAMPLE.  The following example is intended to help you compare the cost of
investing in the Trust with the cost of investing in other mutual funds.  The
example assumes that you invest $10,000 in shares of the Trust for the time periods
indicated and reinvest your dividends and distributions.  The example also assumes
that your investment has a 5% return each year and that the Trust's operating
expenses remain the same.  Your actual costs may be higher or lower, because
expenses will vary over time. Based on these assumptions your expenses would be as
follows, whether or not you redeem your investment at the end of each period:

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  1 year            3 years           5 years          10 years
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  $70               $218              $380             $849

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About the Trust's Investments


THE TRUST'S PRINCIPAL INVESTMENT POLICIES AND RISKS.  The Trust invests in money
market instruments meeting quality, maturity and diversification standards
established by its Board of Trustees as well as rules that apply to money market
funds under the Investment Company Act of 1940.  The Statement of Additional
Information contains more detailed information about the Trust's investment
policies and risks.


      The Trust's investment manager, Centennial Asset Management Corporation
(referred to in this Prospectus as the Manager), tries to reduce risks by
diversifying investments and by carefully researching securities before they are
purchased. The rate of the Trust's income will vary, generally reflecting changes
in overall short-term interest rates. There is no assurance that the Trust will
achieve its investment objective.

What Does the Trust Invest In?  Money market instruments are high-quality,
      short-term debt instruments.  They may have fixed, variable or floating
      interest rates.  All of the Trust's money market instruments must meet the
      special diversification, quality and maturity requirements set under the
      Investment Company Act and the special procedures set by the Board described
      briefly below. The following is a brief description of the types of money
      market instruments the Trust can invest in.

o     U.S. Government Securities.  The Trust invests in obligations issued or
      guaranteed by the U.S. government or any of its agencies or
      instrumentalities.  Some are direct obligations of the U.S. Treasury, such as
      Treasury bills, notes and bonds, and are supported by the full faith and
      credit of the United States.  Other U.S. government securities, such as
      pass-through certificates issued by the Government National Mortgage
      Association (Ginnie Mae), are also supported by the full faith and credit of
      the U.S. government.  Some government securities, agencies or
      instrumentalities of the U.S. government are supported by the right of the
      issuer to borrow from the U.S. Treasury, such as securities of the Federal
      National Mortgage Association (Fannie Mae).  Others may be supported only by
      the credit of the instrumentality, such as obligations of the Federal Home
      Loan Mortgage Corporation (Freddie Mac).

o     Bank Obligations.  The Trust can buy direct bank obligations, time deposits,
      certificates of deposit and bankers' acceptances.  These obligations must be
      denominated in U.S. dollars, even if issued by a foreign bank.

o     Commercial Paper.  Commercial paper is a short-term, unsecured promissory
      note of a domestic or foreign company or other financial firm.  The Trust may
      buy commercial paper only if it matures in nine months or less from the date
      of purchase.

o     Corporate Debt Obligations.  The Trust can invest in other short-term
      corporate debt obligations.  Please see "What Standards Apply to the Trust's
      Investments?" below for more details.

o     Other Money Market Instruments.  The Trust can invest in money market
      obligations other than those listed above if they are subject to repurchase
      agreements or guaranteed as to their principal and interest by a corporation
      whose commercial paper may be purchased by the Trust or by a domestic bank.
      The bank or guarantor must meet credit criteria set by the Board.

      Additionally, the Trust can buy other money market instruments that the
Manager approves under procedures adopted by the Board of Trustees from time to
time.  They must be U.S. dollar-denominated short-term investments that the Manager
determines to have minimal credit risks.

      Currently, the Board has approved the purchase of dollar-denominated
obligations of foreign banks payable in the U.S. or in London, England or certain
other countries, floating or variable rate demand notes, asset-backed securities,
and bank loan participation agreements.  Their purchase may be subject to
restrictions adopted by the Board from time to time.

What Standards Apply to the Trust's Investments? Money market instruments are
      subject to credit risk, the risk that the issuer might not make timely
      payments of interest on the security or repay principal when it is due.  The
      Trust can buy only those instruments that meet standards set by the
      Investment Company Act for money market funds and procedures adopted by the
      Board of Trustees.  The Trust's Board of Trustees has adopted procedures to
      evaluate securities for the Trust's portfolio and the Manager has the
      responsibility to implement those procedures when selecting investments for
      the Trust.

      In general, the Trust buys only high-quality investments that the Manager
believes present minimal credit risk at the time of purchase.  "High-quality"
investments are:

o     rated in one of the two highest short-term rating categories of two national
      rating organizations, or
o     rated by one rating organization in one of its two highest rating categories
      (if only one rating organization has rated the investment), or
o     unrated investments that the Manager determines are comparable in quality to
      the two highest rating categories.

      The procedures also limit the amount of the Trust's assets that can be
      invested in the securities of any one issuer (other than the U.S. government,
      its agencies and instrumentalities), to spread the Trust's investment risks.
      No security's maturity will exceed the maximum time permitted under Rule 2a-7
      (currently 397 days).  Finally, the Trust must maintain a dollar-weighted
      average portfolio maturity of not more than 90 days, to reduce interest rate
      risks.

Can the Trust's Investment Objective and Policies Change?  The Trust's Board of
      Trustees can change non-fundamental policies without shareholder approval,
      although significant changes will be described in amendments to this
      Prospectus.  Fundamental policies cannot be changed without the approval of a
      majority of the Trust's outstanding voting shares.  The Trust's investment
      objective is a fundamental policy. Some investment restrictions that are
      fundamental policies are listed in the Statement of Additional Information.
      An investment policy is not fundamental unless this Prospectus or the
      Statement of Additional Information says that it is.

OTHER INVESTMENT STRATEGIES.  To seek its objective, the Trust can use the
investment techniques and strategies described below.  The Trust might not always
use all of them.  These techniques have risks.  The Statement of Additional
Information contains more information about some of these practices, including
limitations on their use that are designed to reduce the overall risks.

Floating Rate/Variable Rate Notes.  The Trust can purchase investments with
      floating or variable interest rates.  Variable rates are adjustable at stated
      periodic intervals.  Floating rates are adjusted automatically according to a
      specified market rate or benchmark for such investments, such as the prime
      rate of a bank.  If the maturity of an investment is greater than the maximum
      time permitted under Rule 2a-7 (currently 397 days), it can be purchased if
      it has a demand feature.  That feature must permit the Trust to recover the
      principal amount of the investment on not more than 30 days' notice at any
      time, or at specified times not exceeding the maximum time permitted under
      Rule 2a-7.

Asset-Backed Securities.  The Trust can invest in asset-backed securities.  These
      are fractional interests in pools of consumer loans and other trade
      receivables, which are the obligations of a number of different parties.  The
      income from the underlying pool is passed through to investors, such as the
      Trust.  These investments might be supported by a credit enhancement, such as
      a letter of credit, a guarantee or a preference right.  However, the credit
      enhancement generally applies only to a fraction of the security's value.  If
      the issuer of the security has no security interest in the related
      collateral, there is the risk that the Trust could lose money if the issuer
      defaults.

Repurchase Agreements.  The Trust can enter into repurchase agreements.  In a
      repurchase transaction, the Trust buys a security and simultaneously sells it
      to the vendor for delivery at a future date.  Repurchase agreements must be
      fully collateralized.  However, if the vendor fails to pay the resale price
      on the delivery date, the Trust may incur costs in disposing of the
      collateral and may experience losses if there is any delay in its ability to
      do so.  The Trust will not enter into repurchase transactions that will cause
      more than 10% of the Trust's net assets to be subject to repurchase
      agreements having a maturity beyond seven days.  There is no limit on the
      amount of the Trust's net assets that may be subject to repurchase agreements
      of seven days or less.

Illiquid and Restricted Securities.  Investments may be illiquid because they do
      not have an active trading market, making it difficult to value them or
      dispose of them promptly at an acceptable price.  Restricted securities may
      have terms that limit their resale to other investors or may require
      registration under applicable securities laws before they may be sold
      publicly.  The Trust will not invest more than 10% of its net assets in
      illiquid or restricted securities. That limit does not apply to certain
      restricted securities that are eligible for resale to qualified institutional
      purchasers or purchases of commercial paper that may be sold without
      registration under the federal securities laws.  The Trust may invest up to
      25% of its net assets in restricted securities, subject to the 10% limit on
      illiquid securities and restricted securities other than those sold to
      qualified institutional purchasers.  The Manager monitors holdings of
      illiquid securities on an ongoing basis to determine whether to sell any
      holdings to maintain adequate liquidity.  Difficulty in selling a security
      may result in a loss to the Trust or additional costs.


PORTFOLIO HOLDINGS.  The Trusts' portfolio holdings are included in semi-annual and
      annual reports that are distributed to shareholders of the Trusts within 60
      days after the close of the period for which such report is being made.  The
      Trusts disclose their portfolio holdings in their Statements of Investments
      on Form N-Q, which are filed with the SEC no later than 60 days after the
      close of their first and third fiscal quarters.  These required filings are
      publicly available at the SEC.  Therefore, portfolio holdings of the Trusts
      are made publicly available no later than 60 days after the close of each of
      the Trusts' fiscal quarters.

      A description of the Trusts' policies and procedures with respect to the
      disclosure of the Trusts' portfolio securities is available in the Trusts'
      Statements of Additional Information.


I N V E S T I N G  I N  T H E  T R U S T S

The information below applies to Centennial Money Market Trust, Centennial Tax
Exempt Trust and Centennial Government Trust.  Each is referred to as a "Trust" and
they are collectively referred to as the "Trusts." Unless otherwise indicated, this
information applies to each Trust.

How the Trusts are Managed

THE MANAGER. The investment advisor for the Trusts is the Manager, Centennial Asset
Management Corporation, a wholly owned subsidiary of OppenheimerFunds, Inc.  The
Manager chooses each of the Trust's investments and handles its day-to-day
business. The Manager carries out its duties subject to certain policies
established by the Trust's Board of Trustees, under an investment advisory
agreement with each Trust that states the Manager's responsibilities.  The
agreement sets the fees the Trust pays to the Manager and describes the expenses
that the Trust is responsible to pay to conduct its business.


      A discussion of the matters considered by the Trusts' Independent Trustees in
approving the Trusts' investment advisory agreements, is included in the Trusts'
annual reports to shareholders for the period ended June 30, 2005.

      The Manager has been an investment advisor since 1978.  The Manager and its
parent company and controlled affiliates managed more than $180 billion in assets
as of June 30, 2005, including other Oppenheimer funds with more than 7 million
shareholder accounts.  The Manager is located at 6803 South Tucson Way, Centennial,
Colorado 80112.

     Portfolio Managers. The Trust's portfolio is managed by Barry D. Weiss and
     Carol E. Wolf who are primarily responsible for the day-to-day management of
     the Trust's investments.

     Mr. Weiss has been a manager of the Trust's portfolio since July 2001.
     Mr. Weiss has been a Vice President of the Manager since July 2001 and of
     HarbourView Asset Management Corporation since June 2003 and is an officer of
     4 other portfolios in the OppenheimerFunds complex.  He was formerly Assistant
     Vice President and Senior Credit Analyst of the Manager from February 2000
     through June 2001.  Prior to joining the Manager in February 2000, he was
     Associate Director, Structured Finance, at Fitch IBCA Inc. from April 1998
     through February 2000.

     Ms. Wolf has been a manager of the Trust's portfolio since July 1998.  Ms.
     Wolf has been a Senior Vice President of the Manager since June 2000 and of
     HarbourView Asset Management Corporation since June 2003 and is an officer of
     4 other portfolios in the OppenheimerFunds complex.  She was formerly Vice
     President of the Manager from June 1990 through June 2000.

     The Statement of Additional Information provides additional information about
     the portfolio manager's compensation, other accounts he manages and his
     ownership of Trust shares.


Advisory Fees.  Under each investment advisory agreement, a Trust pays the Manager
      an advisory fee at an annual rate that declines on additional assets as the
      Trust grows.  That fee is computed on the net assets of the respective Trust
      as of the close of each business day.


o     Centennial Money Market Trust.  The annual management fee rates are: 0.500%
      of the first $250 million of the Trust's net assets, 0.475% of the next $250
      million, 0.450% of the next $250 million, 0.425% of the next $250 million,
      0.400% of the next $250 million, 0.375% of the next $250 million, 0.350% of
      the next $500 million, and 0.325% of net assets in excess of $2 billion.  The
      Trust's management fees for its fiscal year ended June 30, 2005, were 0.33%
      of the Trust's average annual net assets.

o     Centennial Government Trust.  The annual management fee rates are: 0.500% of
      the first $250 million of the Trust's net assets, 0.475% of the next $250
      million, 0.450% of the next $250 million, 0.425% of the next $250 million,
      0.400% of the next $250 million, 0.375% of the next $250 million, 0.350% of
      net assets in excess of $2 billion. Under the agreement, when the value of
      the Trust's net assets is less than $1.5 billion, the annual fee payable to
      the Manager shall be reduced by $100,000 based on average net assets computed
      daily and paid monthly at the annual rates.  However, the annual fee cannot
      be less than $0.  The Trust's management fees for its fiscal year ended June
      30, 2005 were 0.44% of the Trust's average annual net assets.

o     Centennial Tax-Exempt Trust.  The annual management fee rates are: 0.500% of
      the first $250 million of the Trust's net assets, 0.475% of the next $250
      million, 0.450% of the next $250 million, 0.425% of the next $250 million,
      0.400% of the next $250 million, 0.375% of the next $250 million, and 0.350%
      of net assets in excess of $1.5 billion. The Trust's management fees for its
      fiscal year ended June 30, 2005, were 0.42% of the Trust's average annual net
      assets.



A B O U T  Y O U R  A C C O U N T

How to Buy Shares

AT WHAT PRICE ARE SHARES SOLD?  Shares of each Trust are sold at their offering
price, which is the net asset value per share without any sales charge.  The net
asset value per share will normally remain fixed at $1.00 per share.  However,
there is no guarantee that a Trust will maintain a stable net asset value of $1.00
per share.

      The offering price that applies to a purchase order is based on the next
calculation of the net asset value per share that is made after the Distributor
(Centennial Asset Management Corporation) or the Sub-Distributor (OppenheimerFunds
Distributor, Inc.) receives the purchase order at its offices in Colorado, or after
any agent appointed by the Sub-Distributor receives the order and sends it to the
Sub-Distributor as described below.


How is a Trust's Net Asset Value Determined?  The net asset value of shares of each
      Trust is normally determined twice each day, at 12:00 Noon and at 4:00 p.m.,
      on each day the New York Stock Exchange ("the NYSE") is open for trading
      (referred to in this Prospectus as a "regular business day"). All references
      to time in this Prospectus mean "Eastern time."


      The net asset value per share is determined by dividing the value of a
Trust's net assets by the number of shares that are outstanding. Under a policy
adopted by the Board of Trustees of the Trusts, each Trust uses the amortized cost
method to value its securities to determine net asset value.

      The shares of each Trust offered by this Prospectus are considered to be
Class A shares for the purposes of exchanging them or reinvesting distributions
among other eligible funds that offer more than one class of shares.

      If, after the close of the principal market on which a security held by the
Trusts is traded, and before the time the Trusts' securities are priced that day,
an event occurs that the Manager deems likely to cause a material change in the
value of such security, the Trusts' Board of Trustees has authorized the Manager,
subject to the Board's review, to ascertain a fair value for such security.  A
security's valuation may differ depending on the method used for determining value.

HOW MUCH MUST YOU INVEST?  You can open an account with a minimum initial
investment described below, depending on how you buy and pay for your shares.  You
can make additional purchases at any time with as little as $25.  The minimum
investment requirements do not apply to reinvesting distributions from the Trust or
other eligible funds (a list of them appears in the Statement of Additional
Information, or you can ask your broker/dealer or call the Transfer Agent) or
reinvesting distributions from unit investment trusts that have made arrangements
with the Distributor.

HOW ARE SHARES PURCHASED? You can buy shares in one of several ways:

Buying Shares Through a Broker/Dealer's Automatic Purchase and Redemption Program.
      You can buy shares of a Trust through a broker/dealer that has a sales
      agreement with the Trust's Distributor or Sub-Distributor that allows shares
      to be purchased through the broker/dealer's Automatic Purchase and Redemption
      Program. Shares of each Trust are sold mainly to customers of participating
      broker/dealers that offer the Trusts' shares under these special purchase
      programs.  If you participate in an Automatic Purchase and Redemption Program
      established by your broker/dealer, your broker/dealer buys shares of the
      Trust for your account with the broker/dealer.  Program participants should
      also read the description of the program provided by their broker/dealer.

Buying Shares Through Your Broker/Dealer.  If you do not participate in an
      Automatic Purchase and Redemption Program, you can buy shares of a Trust
      through any broker/dealer that has a sales agreement with the Distributor or
      Sub-Distributor.  Your broker/dealer will place your order with the
      Distributor on your behalf.  A broker/dealer may charge for that service.

Buying Shares Directly Through the Sub-Distributor.  You can also purchase shares
      directly through the Trusts' Sub-Distributor.  Shareholders who make
      purchases directly and hold shares in their own names are referred to as
      "direct shareholders" in this Prospectus.

The Sub-Distributor may appoint certain servicing agents to accept purchase (and
redemption) orders, including broker/dealers that have established Automatic
Purchase and Redemption Programs.  The Distributor or Sub-Distributor, in their
sole discretion, may reject any purchase order for shares of a Trust.

AUTOMATIC PURCHASE AND REDEMPTION PROGRAM.  If you buy shares of a Trust through
your broker/dealer's Automatic Purchase and Redemption Program, your broker/dealer
will buy your shares for your Program Account and will hold your shares in your
broker/dealer's name.  These purchases will be made under the procedures described
in "Guaranteed Payment Procedures" below.  Your Automatic Purchase and Redemption
Program Account may have minimum investment requirements established by your
broker/dealer.  You should direct all questions about your Automatic Purchase and
Redemption Program to your broker/dealer, because the Trusts' Transfer Agent does
not have access to information about your account under that Program.

Guaranteed Payment Procedures.  Some broker/dealers may have arrangements with the
      Distributor to enable them to place purchase orders for shares of a Trust and
      to guarantee that the Trust's custodian bank will receive Federal Funds to
      pay for the shares prior to specified times. Broker/dealers whose clients
      participate in Automatic Purchase and Redemption Programs may use these
      guaranteed payment procedures to pay for purchases of shares of a Trust.


o     If the Distributor receives a purchase order before 12:00 Noon on a regular
      business day with the broker/dealer's guarantee that the Trusts' custodian
      bank will receive payment for those shares in Federal Funds by 2:00 p.m. on
      that same day, the order will be effected at the net asset value determined
      at 12:00 Noon that day. Distributions will begin to accrue on the shares on
      that day if the Federal Funds are received by the required time.

o     If the Distributor receives a purchase order after 12:00 Noon on a regular
      business day with the broker/dealer's guarantee that the Trusts' custodian
      bank will receive payment for those shares in Federal Funds by 2:00 p.m. on
      that same day, the order will be effected at the net asset value determined
      at 4:00 P.M. that day.  Distributions will begin to accrue on the shares on
      that day if the Federal Funds are received by the required time.

o     If the Distributor receives a purchase order between 12:00 Noon and 4:00 p.m.
      on a regular business day with the broker/dealer's guarantee that the Trusts'
      custodian bank will receive payment for those shares in Federal Funds by 4:00
      p.m. the next regular business day, the order will be effected at the net
      asset value determined at 4:00 p.m. on the day the order is received and
      distributions will begin to accrue on the shares purchased on the next
      regular business day if the Federal Funds are received by the required time.


HOW CAN DIRECT SHAREHOLDERS BUY SHARES?  Direct shareholders can buy shares of a
Trust by completing a Centennial Funds new account application and sending it to
the Sub-Distributor, OppenheimerFunds Distributor, Inc., P.O. Box 5143, Denver,
Colorado 80217.  Payment must be made by check or by Federal Funds wire as
described below.  If you don't list a broker/dealer on the application, the
Sub-Distributor, will act as your agent in buying the shares.  However, we
recommend that you discuss your investment with a financial advisor before you make
a purchase to be sure that the selected Trust is appropriate for you.

      Each Trust intends to be as fully invested as possible to maximize its
yield.  Therefore, newly purchased shares normally will begin to accrue
distributions after the Sub-Distributor or its agent accepts your purchase order,
starting on the business day after the Trust receives Federal Funds from the
purchase payment.

Payment by Check.  Direct shareholders may pay for purchases of shares of a Trust
      by check. Send your check, payable to "OppenheimerFunds Distributor, Inc.,"
      along with your application and other documents to the address listed above.
      For initial purchases, your check should be payable in U.S. dollars and drawn
      on a U.S. bank so that distributions will begin to accrue on the next regular
      business day after the Sub-Distributor accepts your purchase order. If your
      check is not drawn on a U.S. bank and is not payable in U.S. dollars, the
      shares will not be purchased until the Sub-Distributor is able to convert the
      purchase payment to Federal Funds.  In that case distributions will begin to
      accrue on the purchased shares on the next regular business day after the
      purchase is made.  The minimum initial investment for direct shareholders by
      check is $500.

Payment by Federal Funds Wire.  Direct shareholders may pay for purchases of shares
      of a Trust by Federal Funds wire.  You must also forward your application and
      other documents to the address listed above. Before sending a wire, call the
      Sub-Distributor's Wire Department at 1.800.525.9310 (toll-free from within
      the U.S.) or 303.768.3200 (from outside the U.S.) to notify the
      Sub-Distributor of the wire, and to receive further instructions.


Distributions will begin to accrue on the purchased shares on the purchase date
that is a regular business day if the Federal Funds from your wire and the
application are received by the Sub-Distributor and accepted by 12:00 Noon.  If the
Sub-Distributor receives the Federal Funds from your wire and accepts the purchase
order between 12:00 Noon and 4:00 p.m. on the purchase date, distributions will
begin to accrue on the shares on the next regular business day.  The minimum
investment by Federal Funds Wire is $2,500.


Buying Shares Through Automatic Investment Plans.  Direct shareholders can purchase
      shares of a Trust automatically each month by authorizing the Trust's
      Transfer Agent to debit your account at a U.S. domestic bank or other
      financial institution.  Details are in the Automatic Investment Plan
      application and the Statement of Additional Information. The minimum monthly
      purchase is $25.

Service (12b-1) Plans. Each Trust has adopted a service plan.  It reimburses the
      Distributor for a portion of its costs incurred for services provided to
      accounts that hold shares of a Trust.  Reimbursement is made quarterly, or
      monthly depending on asset size, at an annual rate of up to 0.20% of the
      average annual net assets of the Trust. The Distributor currently uses all of
      those fees (together with significant amounts from the Manager's own
      resources) to pay dealers, brokers, banks and other financial institutions
      quarterly for providing personal services and maintenance of accounts of
      their customers that hold shares of the Trust.

Retirement Plans.  Direct shareholders may buy shares of Centennial Money Market
      Trust or Centennial Government Trust for a retirement plan account. If you
      participate in a plan sponsored by your employer, the plan trustee or
      administrator must buy the shares for your plan account.  The Sub-Distributor
      also offers a number of different retirement plans that individuals and
      employers can use:
   Individual Retirement Accounts (IRAs).  These include regular IRAs, Roth IRAs,
   SIMPLE IRAs, and rollover IRAs.
o     SEP-IRAs.  These are Simplified Employee Pension Plan IRAs for small business
      owners or self-employed individuals.
o     403(b)(7) Custodial Plans.  These are tax-deferred plans for employees of
      eligible tax-exempt organizations, such as schools, hospitals and charitable
      organizations.
o     401(k) Plans.  These are special retirement plans for businesses.
o     Pension and Profit-Sharing Plans.  These plans are designed for businesses
      and self-employed individuals.

      Please call the Sub-Distributor for retirement plan documents, which include
applications and important plan information.

How to Sell Shares

You can sell (redeem) some or all of your shares on any regular business day.  Your
shares will be sold at the next net asset value calculated after your order is
received in proper form (which means that it must comply with the procedures
described below) and is accepted by the Transfer Agent.

HOW CAN PROGRAM PARTICIPANTS SELL SHARES?  If you participate in an Automatic
Purchase and Redemption Program sponsored by your broker/dealer, you must redeem
shares held in your Program Account by contacting your broker/dealer firm, or you
can redeem shares by writing checks as described below.  You should not contact the
Trusts or their Transfer Agent directly to redeem shares held in your Program
Account.  You may also arrange (but only through your broker/dealer) to have the
proceeds of redeemed Trust shares sent by Federal Funds wire, as described below in
"Sending Redemption Proceeds by Wire."

HOW CAN DIRECT SHAREHOLDERS REDEEM SHARES?  Direct shareholders can redeem their
shares by writing a letter to the Transfer Agent, by wire, by using a Trust's
checkwriting privilege, or by telephone. You can also set up Automatic Withdrawal
Plans to redeem shares on a regular basis.  If you have questions about any of
these procedures, and especially if you are redeeming shares in a special
situation, such as due to the death of the owner or from a retirement plan account,
please call the Transfer Agent first, at 1.800.525.9310 for assistance.

Certain Requests Require a Signature Guarantee.  To protect you and the Trusts from
      fraud, the following redemption requests for accounts of direct shareholders
      must be in writing and must include a signature guarantee (although there may
      be other situations that also require a signature guarantee):
   o  You wish to redeem more than $100,000 and receive a check.
   o  The redemption check is not payable to all shareholders listed on the account
      statement.
   o  The redemption check is not sent to the address of record on your account
      statement.
   o  Shares are being transferred to an account with a different owner or name.
   o  Shares are being redeemed by someone (such as an Executor) other than the
      owners.

Where Can Direct Shareholders Have Their Signatures Guaranteed?  The Transfer Agent
      will accept a guarantee of your signature by a number of financial
      institutions, including:
o     a U.S. bank, trust company, credit union or savings association,
o     a foreign bank that has a U.S. correspondent bank,
o     a U.S. registered dealer or broker in securities, municipal securities or
      government securities, or
o     a U.S. national securities exchange, a registered securities association or a
      clearing agency.

      If you are signing on behalf of a corporation, partnership or other business
or as a fiduciary, you must also include your title in the signature.

How Can Direct Shareholders Sell Shares by Mail?  Write a letter of instruction to
      the Transfer Agent that includes:
   o  Your name.
   o  The Trust's name.
   o  Your account number (from your account statement).
   o  The dollar amount or number of shares to be redeemed.
   o  Any special payment instructions.
   o  Any share certificates for the shares you are selling.
   o  The signatures of all registered owners exactly as the account is registered.
   o  Any special documents requested by the Transfer Agent to assure proper
      authorization of the person asking to sell the shares.

---------------------------------------------------------------------------------
---------------------------------------- ---------------------------------------
Use the following address for            Send courier or express mail
---------------------------------------- requests to:
requests by mail:                        Shareholder Services, Inc.
Shareholder Services, Inc.               10200 E. Girard Avenue, Building D
P.O. Box 5143                            Denver, Colorado 80231
Denver, Colorado 80217-5143
                                         ----------------------------------------

How Can Direct Shareholders Sell Shares by Telephone?  Direct shareholders and
      their broker/dealer representative of record may also sell shares by
      telephone.  To receive the redemption price calculated on a particular
      regular business day, the Transfer Agent or its designated agent must receive
      the request by 4:00 P.M. on that day. You may not redeem shares held under a
      share certificate or in a retirement account by telephone.  To redeem shares
      through a service representative, call 1.800.525.9310.  Proceeds of telephone
      redemptions will be paid by check payable to the shareholder(s) of record and
      will be sent to the address of record for the account. Up to $100,000 may be
      redeemed by telephone in any seven-day period.  This service is not available
      within 30 days of changing the address on an account.

Retirement Plan Accounts.  There are special procedures to sell shares held in a
      retirement plan account. Call the Transfer Agent for a distribution request
      form. Special income tax withholding requirements apply to distributions from
      retirement plans. You must submit a withholding form with your redemption
      request to avoid delay in getting your money and if you do not want tax
      withheld. If your employer holds your retirement plan account for you in the
      name of the plan, you must ask the plan trustee or administrator to request
      the sale of the Trust shares in your plan account.

Sending Redemption Proceeds By Wire.  While the Transfer Agent normally sends
      direct shareholders their money by check, you can arrange to have the
      proceeds of the shares you sell sent by Federal Funds wire to a bank account
      you designate.  It must be a commercial bank that is a member of the Federal
      Reserve wire system.  The minimum redemption you can have sent by wire is
      $2,500. There is a $10 fee for each request.  To find out how to set up this
      feature on an account or to arrange a wire, direct shareholders should call
      the Transfer Agent at 1.800.525.9310.  If you hold your shares through your
      broker/dealer's Automatic Purchase and Redemption Program, you must contact
      your broker/dealer to arrange a Federal Funds wire.

Can Direct Shareholders Submit Requests by Fax?  Direct shareholders may send
      requests for certain types of account transactions to the Transfer Agent by
      fax (telecopier).  Please call 1.800.525.9310 for information about which
      transactions may be handled this way. Transaction requests submitted by fax
      are subject to the same rules and restrictions as written and telephone
      requests described in this Prospectus.

HOW DO I WRITE CHECKS AGAINST MY ACCOUNT?  Automatic Purchase and Redemption
Program participants may write checks against an account held under their Program,
but must arrange for checkwriting privileges through their broker/dealers.  Direct
shareholders may write checks against their account by requesting that privilege on
the account application or by contacting the Transfer Agent for signature cards.
They must be signed (with a signature guarantee) by all owners of the account and
returned to the Transfer Agent so that checks can be sent to you to use.
Shareholders with joint accounts can elect in writing to have checks paid over the
signature of one owner. If checkwriting is established after November 1, 2000, only
one signature is required for shareholders with joint accounts, unless you elect
otherwise.

   o  Checks can be written to the order of whomever you wish, but may not be
      cashed at the bank the checks are payable through or the Trust's custodian
      bank.
   o  Checkwriting privileges are not available for accounts holding shares that
      are subject to a contingent deferred sales charge.
   o  Checks must be written for at least $250.
   o  Checks cannot be paid if they are written for more than your account value.
   o  You may not write a check that would require the Trust to redeem shares that
      were purchased by check or Automatic Investment Plan payments within the
      prior 10 days.

   Don't use your checks if you changed your account number, until you receive new
      checks.

WILL I PAY A SALES CHARGE WHEN I SELL MY SHARES?  The Trusts do not charge a fee to
redeem shares of a Trust that were bought directly or by reinvesting distributions
from that Trust or another Centennial Trust or eligible fund.  Generally, there is
no fee to redeem shares of a Trust bought by exchange of shares of another
Centennial Trust or eligible fund.  However,

o     if you acquired shares of  a Trust by exchanging Class A shares of another
      eligible fund that you bought subject to the Class A contingent deferred
      sales charge, and
o     those shares are still subject to the Class A contingent deferred sales
      charge when you exchange them into the Trust, then
o     you will pay the contingent deferred sales charge if you redeem those shares
      from the Trust within 18 months of the purchase date of the shares of the
      fund you exchanged.

How to Exchange Shares

Shares of a Trust may be exchanged for shares of certain other Centennial Trusts or
other eligible funds, depending on whether you own your shares through your
broker/dealer's Automatic Purchase and Redemption Program or as a direct
shareholder.

HOW CAN PROGRAM PARTICIPANTS EXCHANGE SHARES?  If you participate in an Automatic
Purchase and Redemption Program sponsored by your broker/dealer, you may exchange
shares held in your Program Account for shares of Centennial Money Market Trust,
Centennial Government Trust, Centennial Tax Exempt Trust, Centennial California Tax
Exempt Trust and Centennial New York Tax Exempt Trust (referred to in this
Prospectus as the "Centennial Trusts"), if available for sale in your state of
residence, by contacting your broker or dealer and obtaining a Prospectus of the
selected Centennial Trust.


HOW CAN DIRECT SHAREHOLDERS EXCHANGE SHARES?  Direct shareholders can exchange
shares of a Trust for Class A shares of certain eligible funds listed in the
Statement of Additional Information.  Shares of a particular class of an eligible
fund may be exchanged only for shares of the same class in other eligible funds.
For example, you can exchange shares of the Trust only for Class A shares of
another fund, and you can exchange only Class A shares of another eligible fund for
shares of the Trust. To exchange shares, you must meet several conditions:


   o  Shares of the fund selected for exchange must be available for sale in your
      state of residence.

   o  The prospectuses of the selected fund must offer the exchange privilege.
   o  You must hold the shares you buy when you establish your account for at least

      seven days before you can exchange them. After the account is open seven
      days, you can exchange shares every regular business day.

   o  You must meet the minimum purchase requirements for the selected fund.
   o  Generally, exchanges may be made only between identically registered
      accounts, unless all account owners send written exchange instructions with
      signature guarantee.
   o  Before exchanging into a fund, you must obtain its prospectus and should read
      it.


      For tax purposes, an exchange of shares of a Trust is considered a sale of
those shares and a purchase of the shares of the fund to which you are exchanging.
An exchange may result in a capital gain or loss.  Since shares of a Trust normally
maintain a $1.00 net asset value, in most cases you should not realize a capital
gain or loss when you sell or exchange your shares.


      Direct shareholders can find a list of eligible funds currently available for
exchanges in the Statement of Additional Information or you can obtain one by
calling a service representative at 1.800.525.9310.  The list of eligible funds can
change from time to time.


You may pay a sales charge when you exchange shares of a Trust. Because shares of
the Trusts are sold without sales charge, in some cases you may pay a sales charge
when you exchange shares of a Trust for shares of other eligible funds that are
sold subject to a sales charge.  You will not pay a sales charge when you exchange
shares of a Trust purchased by reinvesting distributions from the Trust or other
eligible funds, or when you exchange shares of the Trust purchased by exchange of
shares of an eligible fund on which you paid a sales charge.


How Do Direct Shareholders Submit Exchange Requests?  Direct shareholders may
      request exchanges in writing or by telephone:


   o  Written Exchange Requests.  Send an Exchange Authorization Form, signed by
      all owners of the account to the Transfer Agent at the address on the back
      cover.  Exchanges of shares for which certificates have been issued cannot be
      processed unless the Transfer Agent receives the certificates with the
      request.

   o  Telephone Exchange Requests.  Telephone exchange requests may be made by
      calling a service representative at 1.800.525.9310.  Telephone exchanges may
      be made only between accounts that are registered with the same name(s) and
      address.  Shares for which share certificates have been issued may not be
      exchanged by telephone.

Please refer to "How to Exchange Shares" in the Statement of Additional Information
for more details.

ARE THERE LIMITATIONS ON FREQUENT PURCHASES, REDEMPTIONS AND EXCHANGES?
Risks from Excessive Purchase, Redemption and Short-Term Exchange Activity. The
exchange privilege affords investors the ability to switch their investments among
eligible funds if their investment needs change. However, there are limits on that
privilege. Frequent purchases, redemptions and exchanges of the Trusts' shares may
interfere with the Manager's ability to manage the Trusts' investments efficiently,
increase the Trusts' transaction and administrative costs and/or affect the Trusts'
performance, depending on various factors, such as the size of the Trusts, the
nature of its investments, the amount of the Trusts assets the portfolio manager
maintains in cash or cash equivalents, the aggregate dollar amount and the number
and frequency of trades. If large dollar amounts are involved in exchange and/or
redemption transactions, the Trusts might be required to sell portfolio securities
at unfavorable times to meet redemption or exchange requests, and the Trusts'
brokerage or administrative expenses might be increased.

Therefore, the Manager and the Trusts' Board of Trustees have adopted the following
policies and procedures to detect and prevent frequent and/or excessive exchanges,
and/or purchase and redemption activity, while balancing the needs of investors who
seek liquidity from their investment and the ability to exchange shares as
investment needs change. There is no guarantee that the policies and procedures
described below will be sufficient to identify and deter excessive short-term
trading.

o     Timing of Exchanges.  Exchanged shares are normally redeemed from one fund
      and the proceeds are reinvested in the fund selected for exchange on the same
      regular business day on which the Transfer Agent or its agent (such as a
      financial intermediary holding the investor's shares in an "omnibus" or
      "street name" account) receives an exchange request that conforms to these
      policies. The request must be received by the close of the NYSE that day,
      which is normally 4:00 p.m. Eastern time, but may be earlier on some days.
      However, the Transfer Agent may delay the reinvestment of proceeds from an
      exchange for up to five business days if it determines, in its discretion,
      that an earlier transmittal of the redemption proceeds to the receiving fund
      would be detrimental to either the fund from which the exchange is made or
      the fund to which the exchange is made.  The proceeds will be invested in the
      fund into which the exchange is being made at the next net asset value
      calculated after the proceeds are received.  In the event that such delay in
      the reinvestment of proceeds occurs, the Transfer Agent will notify you or
      your financial representative.

o     Limits on Disruptive Activity. The Transfer Agent may, in its discretion,
      limit or terminate trading activity by any person, group or account that it
      believes would be disruptive, even if the activity has not exceeded the
      policy outlined in this Prospectus. The Transfer Agent may review and
      consider the history of frequent trading activity in all accounts in the
      Oppenheimer funds known to be under common ownership or control as part of
      the Transfer Agent's procedures to detect and deter excessive trading
      activity.

o     Exchanges of Client Accounts by Financial Advisers.  The Trusts and the
      Transfer Agent permit dealers and financial intermediaries to submit exchange
      requests on behalf of their customers (unless the customer has revoked that
      authority). A fund or the Transfer Agent may limit or refuse bulk exchange
      requests submitted by such financial intermediaries if, in the Transfer
      Agent's judgment, exercised in its discretion, the exchanges would be
      disruptive to any of the funds involved in the transaction.

o     Redemptions of Shares.  These exchange policy limits do not apply to
      redemptions of shares. Shareholders are permitted to redeem their shares on
      any regular business day, subject to the terms of this Prospectus.

o     Right to Refuse Exchange and Purchase Orders.  The Distributor and/or the
      Transfer Agent may refuse any purchase or exchange order in their discretion
      and are not obligated to provide notice before rejecting an order. The Trust
      may amend, suspend or terminate the exchange privilege at any time. You will
      receive 60 days' notice of any material change in the exchange privilege
      unless applicable law allows otherwise.

o     Right to Terminate or Suspend Account Privileges.  The Transfer Agent may
      send a written warning to direct shareholders who the Transfer Agent believes
      may be engaging in excessive purchases, redemptions and/or exchange activity
      and reserves the right to suspend or terminate the ability to purchase shares
      and/or exchange privileges for any account that the Transfer Agent
      determines, in carrying out these policies and in the exercise of its
      discretion, has engaged in disruptive or excessive trading activity.

o     Omnibus Accounts.  If you hold your shares of the Trust through a financial
      intermediary such as a broker-dealer, a bank, an insurance company separate
      account, an investment adviser, an administrator or trustee of a retirement
      plan or 529 plan that holds your shares in an account under its name (these
      are sometimes referred to as "omnibus" or "street name" accounts), that
      financial intermediary may impose its own restrictions or limitations to
      discourage short-term or excessive trading. You should consult your financial
      intermediary to find out what trading restrictions, including limitations on
      exchanges, they may apply to you.

While the Trust,  the  Distributor,  the Manager and the Transfer Agent encourage
financial  intermediaries  to apply the Trusts'  policies to their  customers who
invest  indirectly  in the Trusts,  the  Transfer  Agent may not be able to apply
this policy to accounts  such as (a)  accounts  held in omnibus  form in the name
of a broker-dealer or other financial  institution,  or (b) omnibus accounts held
in the name of a  retirement  plan or 529 plan trustee or  administrator,  or (c)
accounts  held in the name of an insurance  company for its separate  account(s),
or (d) other  accounts  having  multiple  underlying  owners but  registered in a
manner  such that the  underlying  beneficial  owners are not  identified  to the
Transfer Agent.

Therefore  the Transfer  Agent might not be able to detect  excessive  short term
trading activity  facilitated by, or in accounts  maintained in, the "omnibus" or
"street name" accounts of a financial  intermediary.  However, the Transfer Agent
will  attempt  to monitor  overall  purchase  and  redemption  activity  in those
accounts to seek to identify  patterns that may suggest  excessive trading by the
underlying  owners.  If  evidence  of  possible  excessive  trading  activity  is
observed  by  the  Transfer  Agent,  the  financial   intermediary  that  is  the
registered  owner  will be asked to review  account  activity,  and to confirm to
the  Transfer  Agent and the  Trusts  that  appropriate  action has been taken to
curtail any excessive  trading  activity.  However,  the Transfer Agent's ability
to monitor  and deter  excessive  short-term  trading  in omnibus or street  name
accounts  ultimately  depends on the capability and  cooperation of the financial
intermediaries controlling those accounts.


The Trusts' Board has adopted the following additional policies and procedures to
detect and prevent frequent and/or excessive exchanges and purchase and redemption
activity:

o     30-Day Limit.  A direct shareholder may exchange all or some of the shares of
      the Trusts held in his or her account to another eligible fund once in a 30
      calendar-day period. When shares are exchanged into another fund account,
      that account will be "blocked" from further exchanges into another fund for a
      period of 30 calendar days from the date of the exchange. The block will
      apply to the full account balance and not just to the amount exchanged into
      the account. For example, if a shareholder exchanged $1,000 from one fund
      into another fund in which the shareholder already owned shares worth
      $10,000, then, following the exchange, the full account balance ($11,000 in
      this example) would be blocked from further exchanges into another fund for a
      period of 30 calendar days. A "direct shareholder" is one whose account is
      registered on the Trust's books showing the name, address and tax ID number
      of the beneficial owner.

o     Exchanges Into Money Market Funds.  A direct shareholder will be permitted to
      exchange shares of a stock or bond fund for shares of a money market fund at
      any time, even if the shareholder has exchanged shares into the stock or bond
      fund during the prior 30 days. However, all of the shares held in that money
      market fund would then be blocked from further exchanges into another fund
      for 30 calendar days.

o     Dividend Reinvestments.  Reinvestment of dividends or distributions from one
      fund to purchase shares of another fund will not be considered exchanges for
      purposes of imposing the 30-day limit.

o     Asset Allocation.  Third-party asset allocation and rebalancing programs will
      be subject to the 30-day limit described above. Asset allocation firms that
      want to exchange shares held in accounts on behalf of their customers must
      identify themselves to the Transfer Agent and execute an acknowledgement and
      agreement to abide by these policies with respect to their customers'
      accounts. "On-demand" exchanges outside the parameters of portfolio
      rebalancing programs will be subject to the 30-day limit. However, investment
      programs by other Oppenheimer "funds-of-funds" that entail rebalancing of
      investments in underlying Oppenheimer funds will not be subject to these
      limits.

Automatic Exchange Plans.  Accounts that receive exchange proceeds through
      automatic or systematic exchange plans that are established through the
      Transfer Agent will not be subject to the 30-day block as a result of those
      automatic or systematic exchanges (but may be blocked from exchanges, under
      the 30-day limit, if they receive proceeds from other exchanges).



Shareholder Account Rules and Policies

More information about the Trusts' policies and procedures for buying, selling and
exchanging shares is contained in the Statement of Additional Information.

The offering of shares of a Trust may be suspended during any period in which the
      Trust's determination of net asset value is suspended, and the offering may
      be suspended by the Board of Trustees at any time the Board believes it is in
      a Trust's best interest to do so.

Telephone transaction privileges for purchases, redemptions or exchanges may be
      modified, suspended or terminated by the Trusts at any time.  The Trusts will
      provide you notice whenever they are required to do so by applicable law.  If
      an account has more than one owner, the Trusts and the Transfer Agent may
      rely on the instructions of any one owner.  Telephone privileges apply to
      each owner of the account and the broker/dealer representative of record for
      the account unless the Transfer Agent receives cancellation instructions from
      an owner of the account.

The Transfer Agent will record any telephone calls to verify data concerning
      transactions and it has adopted other procedures to confirm that telephone
      instructions are genuine, by requiring callers to provide tax identification
      numbers and other account data and by confirming such transactions in
      writing. The Transfer Agent and the Trusts will not be liable for losses or
      expenses arising out of telephone instructions reasonably believed to be
      genuine.

Redemption or transfer requests will not be honored until the Transfer Agent
      receives all required documents in proper form.  From time to time, the
      Transfer Agent in its discretion may waive certain of the requirements for
      redemptions stated in this Prospectus.

Payment for redeemed shares ordinarily is made in cash.  It is forwarded by check
      or by Federal Funds wire (as elected by the shareholder) within seven days
      after the Transfer Agent receives redemption instructions in proper form.
      However, under unusual circumstances determined by the Securities and
      Exchange Commission, payment may be delayed or suspended.  For accounts
      registered in the name of a broker/dealer, payment will normally be forwarded
      within three business days after redemption.

The Transfer Agent may delay processing any type of redemption payment as described
      under "How to Sell Shares" for recently purchased shares, but only until the
      purchase payment has cleared. That delay may be as much as 10 days from the
      date the shares were purchased.  That delay may be avoided if you purchase
      shares by Federal Funds wire or certified check, or arrange with your bank to
      provide telephone or written assurance to the Transfer Agent that your
      purchase payment has cleared.

Involuntary redemptions of small accounts may be made by the Trusts if the account
      value has fallen below $250 for reasons other than the fact that the market
      value of shares has dropped. In some cases involuntary redemptions may be
      made to repay the Distributor or Sub-Distributor for losses from the
      cancellation of share purchase orders.

Customer Identification Program.  Federal regulations may require the Trusts to
      obtain your name, your date of birth (for a natural person), your residential
      street address or principal place of business and your Social Security
      number, employer identification number or other government issued
      identification when you open an account. Additional information may be
      required in certain circumstances or to open corporate accounts.  The Trusts
      or the Transfer Agent may use this information to attempt to verify your
      identity.  The Trusts may not be able to establish an account if the
      necessary information is not received.  The Trusts may also place limits on
      account transactions while it is in the process of attempting to verify your
      identity.  Additionally, if the Trusts are unable to verify your identity
      after your account is established, the Trusts may be required to redeem your
      shares and close your account.

"Backup withholding" of federal income tax may be applied against taxable
      dividends, distributions and redemption proceeds (including exchanges) if you
      fail to furnish the Trust your correct, certified Social Security or Employer
      Identification Number when you sign your application, or if you under-report
      your income to the Internal Revenue Service.

To avoid sending duplicate copies of materials to households, the Trusts will mail
      only one copy of each prospectus, annual and semi-annual report and annual
      notice of the Trusts' privacy policy to shareholders having the same last
      name and address on the Trusts' records. The consolidation of these mailings,
      called householding, benefits the Trusts through reduced mailing expense.

      If you want to receive multiple copies of these materials, you may call the
      Transfer Agent at 1.800.525.9310. You may also notify the Transfer Agent in
      writing. Individual copies of prospectuses, reports and privacy notices will
      be sent to you commencing within 30 days after the Transfer Agent receives
      your request to stop householding.


Dividends, Capital Gains and Taxes

DIVIDENDS.  Each Trust intends to declare dividends from net investment income each
regular business day and to pay those dividends to shareholders monthly on a date
selected by the Board of Trustees.  To maintain a net asset value of $1.00 per
share, a Trust might withhold dividends or make distributions from capital or
capital gains.  Daily dividends will not be declared or paid on newly purchased
shares until Federal Funds are available to a Trust from the purchase payment for
such shares.

CAPITAL GAINS.  Each Trust normally holds its securities to maturity and therefore
will not usually pay capital gains. Although the Trusts do not seek capital gains,
a Trust could realize capital gains on the sale of its portfolio securities.  If it
does, it may make distributions out of any net short-term or long-term capital
gains in December of each year.  A Trust may make supplemental distributions of
dividends and capital gains following the end of its fiscal year.

What Choices Do I Have for Receiving Distributions?  For Automatic Purchase and
      Redemption Programs, dividends and distributions are automatically reinvested
      in additional shares of the selected Trust.  For direct shareholders, when
      you open your account, specify on your application how you want to receive
      your dividends and distributions.  You have four options:

o     Reinvest All Distributions in the Trust.  You can elect to reinvest all
      dividends and capital gains distributions in the selected Trust.
o     Reinvest Dividends or Capital Gains.  You can elect to reinvest some
      distributions (dividends, short-term capital gains or long-term capital gains
      distributions) in the selected Trust while receiving other types of
      distributions by check or having them sent to your bank account.
o     Receive All Distributions in Cash.  You can elect to receive a check for all
      dividends and capital gains distributions or have them sent to your bank.
o     Reinvest Your Distributions in Another Account.  You can reinvest all
      distributions in the same class of shares of another eligible fund account
      you have established.

Under the terms of Automatic Purchase and Redemption Programs, your broker/dealer
can redeem shares to satisfy debit balances arising in your Program Account. If
that occurs, you will be entitled to dividends on those shares as described in your
Program Agreements.

TAXES.

Centennial Money Market Trust and Centennial Government Trust.  If your shares are
      not held in a tax-deferred retirement account, you should be aware of the
      following tax implications of investing in Centennial Money Market Trust and
      Centennial Government Trust. Dividends paid from net investment income and
      short-term capital gains are taxable as ordinary income.  Long-term capital
      gains are taxable as long-term capital gains when distributed to
      shareholders.  It does not matter how long you have held your shares. Whether
      you reinvest your distributions in additional shares or take them in cash,
      the tax treatment is the same.

Every year the Trust will send you and the IRS a statement showing the amount of
each taxable distribution you received in the previous year.  Any long-term capital
gains distributions will be separately identified in the tax information the Trust
sends you after the end of the calendar year.


The Trusts intend each year to qualify as a "regulated investment company" under
the Internal Revenue Code, but reserves the right not to qualify.  It qualified
during its last fiscal year.  The Trusts, as regulated investment companies, will
not be subject to Federal income taxes on any of its income, provided that it
satisfies certain income, diversification and distribution requirements.


Centennial Tax Exempt Trust.  Exempt interest dividends paid from net investment
      income earned by the Trust on municipal securities will be excludable from
      gross income for federal income tax purposes.  A portion of a dividend that
      is derived from interest paid on certain "private activity bonds" may be an
      item of tax preference if you are subject to the alternative minimum tax. If
      the Trust earns interest on taxable investments, any dividends derived from
      those earnings will be taxable as ordinary income to shareholders.

Dividends and capital gains distributions may be subject to state or local taxes.
Long-term capital gains are taxable as long-term capital gains when distributed to
shareholders.  It does not matter how long you have held your shares.  Dividends
paid from short-term capital gains and non-tax-exempt net investment income are
taxable as ordinary income. Whether you reinvest your distributions in additional
shares or take them in cash, the tax treatment is the same.  Every year the Trust
will send you and the IRS a statement showing the amount of any taxable
distribution you received in the previous year as well as the amount of your
tax-exempt income.

Remember, There May be Taxes on Transactions.  Because each Trust seeks to maintain
      a stable $1.00 per share net asset value, it is unlikely that you will have a
      capital gain or loss when you sell or exchange your shares.  A capital gain
      or loss is the difference between the price you paid for the shares and the
      price you received when you sold them. Any capital gain is subject to capital
      gains tax.

Returns of Capital Can Occur.  In certain cases, distributions made by a Trust may
      be considered a non-taxable return of capital to shareholders.  If that
      occurs, it will be identified in notices to shareholders.

      This information is only a summary of certain federal income tax information
about your investment. You should consult with your tax advisor about the effect of
an investment in a Trust on your particular tax situation.






Financial Highlights

The Financial Highlights Table is presented to help you understand the Trust's
financial performance for the past five fiscal years.  Certain information reflects
financial results for a single Trust share.  The total returns in the table
represents the rate that an investor would have earned (or lost) on an investment
in the Trust (assuming reinvestment of all dividends and distributions).  This
information has been audited by Deloitte & Touche LLP, the Trust's independent
registered public accounting firm, whose report, along with the Trust's financial
statements, are included in the Statement of Additional Information, which is
available on request.









INFORMATION AND SERVICES

For More Information on Centennial Money Market Trust

The following additional information about the Trust is available without charge
upon request:

STATEMENT OF ADDITIONAL INFORMATION.  This document includes additional information
about the Trust's investment policies, risks, and operations.  It is incorporated
by reference into this Prospectus (which means it is legally part of this
Prospectus).

ANNUAL AND SEMI-ANNUAL REPORTS.  Additional information about the Trust's
investments and performance is available in the Trust's Annual and Semi-Annual
Reports to shareholders.  The Annual Report includes a discussion of market
conditions and investment strategies that significantly affected the Trust's
performance during its last fiscal year.

How to Get More Information
You can request the Statement of Additional Information, the Annual and Semi-Annual
Reports, the notice explaining the Trust's privacy policy and other information
about the Trust or your account:

---------------------------------------------------------------------------------
By Telephone:                            Call Shareholder Services, Inc.
                                         toll-free:
                                         1.800.525.9310
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
By Mail:                                 Write to:
                                         Shareholder Services, Inc.
                                         P.O. Box 5143
                                         Denver, Colorado 80217-5143
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

On the Internet:                         You can request these documents by
                                         e-mail or through the OppenheimerFunds
                                         website.  You may also read or
                                         download certain documents on the
                                         OppenheimerFunds website at:
                                         www.oppenheimerfunds.com

---------------------------------------------------------------------------------

Information about the Trust including the Statement of Additional Information can
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 the SEC at 1.202.942.8090.  Reports and other information about the Trust
are available on the EDGAR database on the SEC's Internet website at www.sec.gov.
                                                                     -----------
Copies may be obtained after payment of a duplicating fee by electronic request at
the SEC's e-mail address: publicinfo@sec.gov or by writing to the SEC's Public
Reference Section, Washington, D.C. 20549-0102.

No one has been authorized to provide any information about the Trust or to make
any representations about the Trust other than what is contained in this
Prospectus. This Prospectus is not an offer to sell shares of the Trust, nor a
solicitation of an offer to buy shares of the Trust, to any person in any state or
other jurisdiction where it is unlawful to make such an offer.

                                             The Trust's shares are distributed by:
The Trust's SEC File No.: 811-02945          Centennial Asset Management Corporation

PR0150.001.1005
Printed on recycled paper







APPENDIX TO THE PROSPECTUS OF
CENTENNIAL MONEY MARKET TRUST

      Graphic material included in Prospectus of Centennial Money Market Trust (the
"Trust") under the heading:  "Annual Total Returns (as of 12/31 each year)."

      Bar chart will be included in the Prospectus of the Trust depicting the
annual total returns of a hypothetical investment in shares of the Trust for the
past 10 full calendar years.  Set forth below are the relevant data points that
will appear on the bar chart.

--------------------------------------------------------------------
Calendar Year Ended:             Annual Total Returns
--------------------------------------------------------------------
--------------------------------------------------------------------

--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/95                         5.46%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/96                         4.94%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/97                         5.10%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/98                         5.09%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/99                         4.72%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/00                         5.95%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/01                         3.70%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/02                         1.37%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/03                         0.89%
--------------------------------------------------------------------
--------------------------------------------------------------------

12/31/04                         0.77%

--------------------------------------------------------------------

------------------------------------------------------------------------------
Centennial Money Market Trust
------------------------------------------------------------------------------

6803 South Tucson Way, Centennial, Colorado 80112
1.800.525.9310


Statement of Additional Information dated October __, 2005

      This Statement of Additional Information is not a prospectus.  This
document contains additional information about the Trust and supplements
information in the Prospectus dated October __, 2005.  It should be read
together with the Prospectus, which may be obtained by writing to the Trust's
Transfer Agent, Shareholder Services, Inc., at P.O. Box 5143, Denver,
Colorado 80217, or by calling the Transfer Agent at the toll-free number
shown above.


Contents

Page
About the Trust

Additional Information about the Trust's Investment Policies and Risks........
     The Trust's Investment Policies..........................................
     Other Investment Strategies..............................................
     Investment Restrictions..................................................
     Disclosure of Portfolio Holding..........................................

How the Trust is Managed......................................................
     Organization and History.................................................
      Board of Trustees and Oversight Committees..............................
     Trustees and Officers of the Trust.......................................
     The Manager..............................................................
Service Plan..................................................................
Performance of the Trust......................................................

About Your Account
How To Buy Shares.............................................................
How To Sell Shares............................................................
How To Exchange Shares........................................................
Dividends and Taxes...........................................................
Additional Information About the Trust........................................

Financial Information About the Trust

Independent Registered Public Accounting Firm's Report........................
Financial Statements..........................................................


Appendix A: Description of Securities Ratings..............................A-1
Appendix B: Industry Classifications.......................................B-1










  ------------------------------------------------------------------------------
  ABOUT THE TRUST
  ------------------------------------------------------------------------------

Additional Information About the Trust's Investment Policies and Risks

The investment objective and the principal investment policies of the Trust
are described in the Prospectus.  This Statement of Additional Information
contains supplemental information about those policies and the types of
securities that the Trust's investment manager, Centennial Asset Management
Corporation, (referred to as, the "Manager") will select for the Trust.
Additional explanations are also provided about the strategies the Trust may
use to try to achieve its objective.

The Trust's Investment Policies. The composition of the Trust's portfolio and
the techniques and strategies that the Trust's Manager uses in selecting
portfolio securities will vary over time.  The Trust is not required to use
all of the investment techniques and strategies described below at all times
in seeking its goal.  It may use some of the special investment techniques
and strategies at some times or not at all.

      The Trust's objective is to seek the maximum current income that is
consistent with low capital risk and the maintenance of liquidity.  The Trust
will not make investments with the objective of seeking capital growth.
However, the value of the securities held by the Trust may be affected by
changes in general interest rates.  Because the current value of debt
securities varies inversely with changes in prevailing interest rates, if
interest rates increase after a security is purchased, that security would
normally decline in value.  Conversely, if interest rates decrease after a
security is purchased, its value would rise.  However, those fluctuations in
value will not generally result in realized gains or losses to the Trust
since the Trust does not usually intend to dispose of securities prior to
their maturity.  A debt security held to maturity is redeemable by its issuer
at full principal value plus accrued interest.

      The Trust may sell securities prior to their maturity, to attempt to
take advantage of short-term market variations, or because of a revised
credit evaluation of the issuer or other considerations. The Trust may also
do so to generate cash to satisfy redemptions of Trust shares.  In such
cases, the Trust may realize a capital gain or loss on the security.

Ratings of Securities - Portfolio Quality, Maturity and Diversification.
Under Rule 2a-7 of the Investment Company Act of 1940 ("Investment Company
Act"), the Trust uses the amortized cost method to value its portfolio
securities to determine the Trust's net asset value per share.  Rule 2a-7
imposes requirements for the maturity, quality and diversification of the
securities which the Trust buys.  The Trust may purchase only those
securities that the Manager, under procedures approved by the Board of
Trustees, has determined have minimal credit risk and, as such, are "eligible
securities."

|X|   Quality.  Eligible securities are securities that have received a
rating in one of the two highest short-term rating categories by a rating
organization.  Rating organizations are designated by the SEC.  Eligible
securities may be "first tier" or "second tier" securities.  First tier
securities are those that have received a rating in the highest category for
short term debt obligations by at
least two rating organizations.  If only one rating organization has rated
the security, it must be rated in the highest category for that rating
organization.  U.S. government securities and securities issued by a
registered money market mutual fund are also first tier securities.

         The Trust may also buy unrated securities that the Manager
determines are comparable in quality to a first or second tier security by
applying certain criteria established by the Board to determine its
creditworthiness.  These criteria require a high quality short term or
long-term rating (depending on the security) from a rating organization.
Unrated securities the Trust may buy include asset backed securities and
securities subject to "demand features" or "guarantees."

         The Trust may purchase a security subject to a guarantee if the
guarantee is an eligible security or a first tier security. The trust may
also purchase a security subject to a "conditional" demand feature if the
demand feature is an eligible security and the Manager has decided that the
conditional demand feature meets the requirements imposed by Rule 2a-7.

      If a security's rating is downgraded, the Manager or the Board of
Trustees may have to reassess the security's credit risk.  If a security is
downgraded, the Manager or the Board of Trustees will promptly reassess
whether the security continues to present minimal credit risk, reassess the
status of the security as an "eligible security," and take such actions as is
appropriate. If the Trust disposes of the security within five days of the
Manager learning of the downgrade, the Manager will provide the Board of
Trustees with subsequent notice of such downgrade.  If a security is in
default, or ceases to be an eligible security, or is determined no longer to
present minimal credit risks, the Board of Trustees must determine whether it
would be in the best interests of the Trust to dispose of the security.

|X|   Diversification.  The Trust cannot invest more than 5% of its total
assets in securities issued by one issuer.  The Trust also cannot invest more
than 1% of its total assets or $1 million, whichever is greater, in second
tier securities of one issuer.  For diversification purposes, the Trust is
considered to have purchased the security underlying a repurchase agreement
if the repurchase agreement is fully collateralized.  If the Trust buys an
asset backed security, the issuer of the security is deemed to be the
"special purpose" entity which issued the security.  A special purpose entity
is an entity which is organized solely for the purpose of issuing asset
backed securities.  If the asset backed securities issued by the special
purpose entity include the obligations of another person or another special
purpose entity and those obligations amount to 10% or more of the asset
backed securities the Trust buys, that other person or entity is considered
to be the issuer of a pro rata percentage of the asset backed security.

         The Trust may buy a security subject to a demand feature or
guarantee.  In this case, with respect to 75% of its total assets, the Trust
may not invest more than 10% of its total assets in securities issued by or
subject to demand features or guarantees issued by the same issuer.  If the
demand feature or guarantee is a second tier security, the Trust may not
invest more than 5% of its total assets in securities subject to demand
features or guarantees from the same issuer.  And, the Trust may not invest
more than 10% of its total assets in securities issued by or subject to
demand features or guarantees from the same issuer.  However, if the demand
feature or guarantee is issued by a person who is a non-controlled person,
the Trust does not have to limit
its investments to no more than 10% of its total assets in securities issued
by or subject to demand features or guarantees from the same issuer.

|X|   Maturity.  The Trust must maintain a dollar-weighted average portfolio
maturity of not more than 90 days, and the maturity of any single security
must not be in excess the maximum permitted maturity under Rule 2a-7 (or any
other applicable rule) which is currently 397 days from the date of
purchase.  The Trust also may buy adjustable and floating rate securities,
enter into repurchase agreements and lend portfolio securities.  Rule 2a-7
defines how the maturities of these securities are determined.

|X|   Demand Features and Guarantees.  Demand features and guarantees and
some of their uses are described in the Prospectus.  The Trust also uses
demand features and guarantees to satisfy the maturity, quality and
diversification requirements described above.  The Trust considers the person
which issues the demand feature as the person to whom the Trust will look for
payment.  An unconditional demand feature is considered a guarantee and the
Trust looks to the person making the guarantee for payment of the obligation
of the underlying security.

         The Trust may obtain a demand feature from the seller to repurchase
the securities that entitles the Trust to achieve same day settlement from
the repurchaser and to receive an exercise price equal to the amortized cost
of the underlying security plus accrued interest, if any, at the time of
exercise.  Another type of demand feature enables the Trust to sell the
underlying security within a specified period of time at a fixed exercise
price.  The Trust may pay for demand features either separately in cash or by
paying a higher price for the securities acquired subject to the demand
features.  The Trust will enter into these transactions only with banks and
dealers which, in the Manager's opinion, present minimal credit risks.  The
Trust's purchases of demand features are subject to the provisions of Rule
2a-7 under the Investment Company Act because the Trust uses the amortized
cost method to value its portfolio securities.

      The Trust's ability to exercise a demand feature or guarantee will
depend on the ability of the bank or dealer to pay for the securities if the
demand feature or guarantee is exercised.  If the bank or dealer should
default on its obligation, the Trust might not be able to recover all or a
portion of any loss sustained from having to sell the security elsewhere.
Demand features and guarantees are not transferable by the Trust, and
therefore terminate if the Trust sells the underlying security to a third
party.  The Trust intends to enter into these arrangements to facilitate
portfolio liquidity, although such arrangements may enable the Trust to sell
a security at a pre-arranged price which may be higher than the prevailing
market price at the time the demand feature or guarantee is exercised. Any
considerations paid by the Trust for the demand feature (which increases the
cost of the security and reduces the yield otherwise available for the
security) will be reflected on the Trust's books as unrealized depreciation
while the demand feature or guarantee is held, and a realized gain or loss
when demand feature is exercised or expires.






Bank Obligations. The Trust can invest in the bank obligations described in
the Prospectus.  The Trust will buy bank obligations only from a domestic
bank with total assets of at least $2 billion or from a foreign bank with
total assets of at least $30 billion.  These asset requirements apply only at
the time the obligations are acquired.

      In addition, the Trust may invest in certificates of deposit of
$100,000 or less of a domestic bank, regardless of asset size, if such
certificate of deposit is fully insured as to principal by the Federal
Deposit Insurance Corporation.  At no time will the Trust hold more than one
certificate of deposit from any such bank.

      Investments in securities issued by foreign banks or foreign branches
of U.S. banks subject the Trust to certain additional investment risks,
including future political and economic developments of the country in which
the branch is located, possible imposition of withholding taxes on income
payable on the securities, possible seizure of foreign deposits,
establishment of exchange control restrictions, or other government
regulation.  While domestic banks are subject to federal and/or state laws
and regulations which, among other things, require specific levels of
reserves to be maintained, not all of those laws apply to foreign branches of
domestic banks or domestic branches or subsidiaries of foreign banks.  For
purposes of this section, the term "bank" includes commercial banks, savings
banks and savings and loan associations.

U.S. Government Securities.  U.S. government securities are obligations
issued or guaranteed by the U.S. government or its agencies or
instrumentalities.  They include Treasury Bills (which mature within one year
of the date they are issued) and Treasury Notes and Bonds (which are issued
with longer maturities).  All Treasury securities are backed by the full
faith and credit of the United States.

      U.S. government agencies and instrumentalities that issue or guarantee
securities include, but are not limited to, the Federal Housing
Administration, Farmers Home Administration, Export-Import Bank of the United
States, Small Business Administration, Government National Mortgage
Association, General Services Administration, Bank for Cooperatives, Federal
Home Loan Banks, Federal Home Loan Mortgage Corporation, Federal Intermediate
Credit Banks, Federal Land Banks, Maritime Administration, the Tennessee
Valley Authority and the District of Columbia Armory Board.

      Securities issued or guaranteed by U.S. government agencies and
instrumentalities are not always backed by the full faith and credit of the
United States.  Some, such as securities issued by the Federal National
Mortgage Association ("Fannie Mae"), are backed by the right of the agency or
instrumentality to borrow from the Treasury.  Others, such as securities
issued by the Federal Home Loan Mortgage Corporation ("Freddie Mac"), are
supported only by the credit of the instrumentality and not by the Treasury.
If the securities are not backed by the full faith and credit of the United
States, the purchaser must look principally to the agency issuing the
obligation for repayment and may not be able to assert a claim against the
United States if the issuing agency or instrumentality does not meet its
commitment.  The Trust will invest in U.S. government securities of such
agencies and instrumentalities only when the Manager is satisfied that the
credit risk with respect to such instrumentality is minimal and that the
security is an Eligible Security.

Other Investment Strategies

|X|   Floating Rate/Variable Rate Obligations.  The Trust may invest in
instruments with floating or variable interest rates.  The interest rate on a
floating rate obligation is based on a stated prevailing market rate, such as
a bank's prime rate, the 90-day U.S. Treasury Bill rate, the rate of return
on commercial paper or bank certificates of deposit, or some other standard.
The rate on the investment is adjusted automatically each time the market
rate is adjusted.  The interest rate on a variable rate obligation is also
based on a stated prevailing market rate but is adjusted automatically at a
specified interval.  Some variable rate or floating rate obligations in which
the Trust may invest have a demand feature entitling the holder to demand
payment of an amount approximately equal to the amortized cost of the
instrument or the principal amount of the instrument plus accrued interest at
any time, or at specified intervals not exceeding the maximum time permitted
under Rule 2a-7 (which is currently 397 days).  These notes may or may not be
backed by bank letters of credit.

      Variable rate demand notes may include master demand notes, which are
obligations that permit the Trust to invest fluctuating amounts in a note.
The amount may change daily without penalty, pursuant to direct arrangements
between the Trust, as the note purchaser, and the issuer of the note.  The
interest rates on these notes fluctuate from time to time.  The issuer of
this type of obligation normally has a corresponding right in its discretion,
after a given period, to prepay the outstanding principal amount of the
obligation plus accrued interest.  The issuer must give a specified number of
days' notice to the holders of those obligations.  Generally, the changes in
the interest rate on those securities reduce the fluctuation in their market
value.  As interest rates decrease or increase, the potential for capital
appreciation or depreciation is less than that for fixed-rate obligations
having the same maturity.

      Because these types of obligations are direct lending arrangements
between the note purchaser and issuer of the note, these instruments
generally will not be traded.  Generally, there is no established secondary
market for these types of obligations, although they are redeemable from the
issuer at face value.  Accordingly, where these obligations are not secured
by letters of credit or other credit support arrangements, the Trust's right
to redeem them is dependent on the ability of the note issuer to pay
principal and interest on demand.  These types of obligations usually are not
rated by credit rating agencies.  The Trust may invest in obligations that
are not rated only if the Manager determines at the time of investment that
they are Eligible Securities.  The Manager, on behalf of the Trust, will
monitor the creditworthiness of the issuers of the floating and variable rate
obligations in the Trust's portfolio on an ongoing basis.  There is no limit
on the amount of the Trust's assets that may be invested in floating rate and
variable rate obligations that meet the requirements of Rule 2a-7.

      |X|   Asset-Backed Securities.  These securities, issued by trusts and
special purpose corporations, are backed by pools of assets.  They pass
through the payments on the underlying obligations to the security holders
(less servicing fees paid to the originator or fees for any credit
enhancement).  The value of an asset-backed security is affected by changes
in the market's perception of the asset backing the security, the
creditworthiness of the servicing agent for the loan pool, the originator of
the loans, or the financial institution providing any credit enhancement.

      Payments of principal and interest passed through to holders of
asset-backed securities are typically supported by some form of credit
enhancement, such as a letter of credit, surety bond, limited guarantee by
another entity or having a priority to certain of the borrower's other
securities. The degree of credit enhancement varies, and generally applies to
only a fraction of the asset-backed security's par value until exhausted.  If
the credit enhancement of an asset-backed security held by the Trust has been
exhausted, and if any required payments of principal and interest are not
made with respect to the underlying loans, the Trust may experience losses or
delays in receiving payment.

      The risks of investing in asset-backed securities are ultimately
dependent upon payment of underlying assets.  As a purchaser of an
asset-backed security, the Trust would generally have no recourse to the
entity that originated the loans in the event of default by a borrower.  The
underlying loans are subject to prepayments, which shorten the weighted
average life of asset-backed securities and may lower their return, in the
same manner as for prepayments of a pool of mortgage loans underlying
mortgage-backed securities.  However, asset-backed securities do not have the
benefit of the same security interest in the underlying collateral as do
mortgage-backed securities.

      |X|   Repurchase Agreements.  In a repurchase transaction, the Trust
acquires a security from, and simultaneously resells it to, an approved
vendor for delivery on an agreed-upon future date.  The resale price exceeds
the purchase price by an amount that reflects an agreed-upon interest rate
effective for the period during which the repurchase agreement is in effect.
An "approved vendor" may be a U.S. commercial bank or the U.S. branch of a
foreign bank having total domestic assets of at least $1 billion, or a
broker-dealer with a net capital of $50 million which has been designated a
primary dealer in government securities. They must meet credit requirements
set by the Manager from time to time.

      The majority of these transactions run from day to day, and delivery
pursuant to the resale typically will occur within one to five days of the
purchase.  The Trust will not enter into a repurchase agreement that will
cause more than 10% of its net assets to be subject to repurchase agreements
maturing in more than seven days.

      Repurchase agreements are considered "loans" under the Investment
Company Act, collateralized by the underlying security.  The Trust's
repurchase agreements require that at all times while the repurchase
agreement is in effect, the collateral's value must equal or exceed the
repurchase price to fully collateralize the repayment obligation.
Additionally, the Manager will monitor the vendor's creditworthiness to
confirm that the vendor is financially sound and will
continuously monitor the collateral's value.  However, if the vendor fails to
pay the resale price on the delivery date, the Trust may incur costs in
disposing of the collateral and may experience losses if there is any delay
in its ability to do so.







      Pursuant to an Exemptive Order issued by the Securities and Exchange
Commission, the Trust, along with other affiliated entities managed by the
Manager, may transfer uninvested cash balances into one or more joint
repurchase accounts. These balances are invested in one or more repurchase
agreements, secured by U.S. government securities. Securities that are
pledged as collateral for repurchase agreements are held by a custodian bank
until the agreements mature. Each joint repurchase arrangement requires that
the market value of the collateral be sufficient to cover payments of
interest and principal; however, in the event of default by the other party
to the agreement, retention or sale of the collateral may be subject to legal
proceedings.

      |X|   Illiquid and Restricted Securities.  Under the policies and
procedures established by the Trust's Board of Trustees, the Manager
determines the liquidity of certain of the Trust's investments. Investments
may be illiquid because of the absence of an active trading market, making it
difficult to value them or dispose of them promptly at an acceptable price.
A restricted security is one that has a contractual restriction on its resale
or which cannot be sold publicly until it is registered under the Securities
Act of 1933.

      Illiquid securities the Trust can buy include issues that may be
redeemed only by the issuer upon more than seven days notice or at maturity,
repurchase agreements maturing in more than seven days, fixed time deposits
subject to withdrawal penalties which mature in more than seven days, and
other securities that cannot be sold freely due to legal or contractual
restrictions on resale. Contractual restrictions on the resale of illiquid
securities might prevent or delay their sale by the Trust at a time when such
sale would be desirable.

      There are restricted securities that are not illiquid that the Trust
can buy.  They include certain master demand notes redeemable on demand, and
short-term corporate debt instruments that are related to current
transactions of the issuer and therefore are exempt from registration as
commercial paper.  Illiquid securities include repurchase agreements maturing
in more than seven days, or certain participation interests other than those
with puts exercisable within seven days.

|X|   Loans of Portfolio Securities.  To attempt to increase its income, the
Trust may lend its portfolio securities to brokers, dealers and other
financial institutions.  These loans are limited to not more than 10% of the
value of the Trust's total assets and are subject to other conditions
described below.  The Trust will not enter into any securities lending
agreements having a maturity of greater than the maximum time permitted under
Rule 2a-7.  The Trust presently does not intend to lend its portfolio
securities, but if it does, the value of securities loaned is not expected to
exceed 5% of the value of the Trust's total assets. There are some risks in
lending securities.  The Trust could experience a delay in receiving
additional collateral to secure a loan, or a delay in recovering the loaned
securities.

      The Trust may receive collateral for a loan. Any securities received as
collateral for a loan must mature in twelve months or less.  Under current
applicable regulatory requirements (which
are subject to change), on each business day the loan collateral must be at
least equal to the market value of the loaned securities.  The collateral
must consist of cash, bank letters of credit, U.S. government securities or
other cash equivalents in which the Trust is permitted to invest.  To be
acceptable as collateral, letters of credit must obligate a bank to pay
amounts demanded by the Trust if the demand meets the terms of the letter.
Such terms and the issuing bank must be satisfactory to the Trust.

      When it lends securities, the Trust receives from the borrower an
amount equal to the interest paid or the dividends declared on the loaned
securities during the term of the loan.  It may also receive negotiated loan
fees and the interest on the collateral securities, less any finders',
custodian, administrative or other fees the Trust pays in connection with the
loan.  The Trust may share the interest it receives on the collateral
securities with the borrower as long as it realizes at least a minimum amount
of interest required by the lending guidelines established by its Board of
Trustees.

      The Trust will not lend its portfolio securities to any officer,
Trustee, employee or affiliate of the Trust or its Manager.  The terms of the
Trust's loans must meet certain tests under the Internal Revenue Code and
permit the Trust to reacquire loaned securities on five business days notice
or in time to vote on any important matter.

|X|   Bank Loan Participation Agreements.  The Trust may invest in bank loan
participation agreements, subject to the investment limitation set forth in
the Prospectus as to investments in illiquid securities.  Participation
agreements provide an undivided interest in a loan made by the bank issuing
the participation interest in the proportion that the buyer's investment
bears to the total principal amount of the loan.  Under this type of
arrangement, the issuing bank may have no obligation to the buyer other than
to pay principal and interest on the loan if and when received by the bank.
Thus, the Trust must look to the creditworthiness of the borrower, which is
obligated to make payments of principal and interest on the loan.  If the
borrower fails to pay scheduled principal or interest payments, the Trust may
experience a reduction in income.

Other Investment Restrictions

      |X|   What Are "Fundamental Policies?" Fundamental policies are those
policies that the Trust has adopted to govern its investments that can be
changed only by the vote of a "majority" of the Trust's outstanding voting
securities.  Under the Investment Company Act, a "majority" vote is defined
as the vote of the holders of the lesser of:
o     67% or more of the shares present or represented by proxy at a
            shareholder meeting, if the holders of more than 50% of the
            outstanding shares are present or represented by proxy, or
o     more than 50% of the outstanding shares.

      The Trust's investment objective is a fundamental policy. Other
policies described in the Prospectus or this Statement of Additional
Information are "fundamental" only if they are identified as such.  The
Trust's Board of Trustees can change non-fundamental policies without
shareholder approval.  However, significant changes to investment policies
will be described in
supplements or updates to the Prospectus or this Statement of Additional
Information, as appropriate.  The Trust's most significant investment
policies are described in the Prospectus.

|X|   Does the Trust Have Additional Fundamental Policies?  The following
investment restrictions are fundamental policies of the Trust.

o     The Trust cannot invest more than 5% of the value of its total assets
         in the securities of any one issuer (other than the U.S. government
         or its agencies or instrumentalities).

o     The Trust cannot borrow money except as a temporary measure for
         extraordinary or emergency purposes, and then only up to 10% of the
         market value of the Trust's assets; the Trust will not make any
         investment when such borrowing exceeds 5% of the value of its
         assets; no assets of the Trust may be pledged, mortgaged or assigned
         to secure a debt.

o     The Trust cannot make loans, except the Trust may: (i) purchase debt
         securities, (ii) purchase debt securities subject to repurchase
         agreements, or (iii) lend its securities as described in this
         Statement of Additional Information.

o     The Trust cannot invest in commodities or commodity contracts or invest
         in interests in oil, gas or other mineral exploration or mineral
         development programs.

o     The Trust cannot invest in real estate; however the Trust may purchase
         debt securities issued by companies which invest in real estate or
         interests therein.

o     The Trust cannot purchase securities on margin or make short sales of
         securities.

o     The Trust cannot invest in or hold securities of any issuer if those
         officers and Trustees of the Trust or the Manager who beneficially
         own individually more than 0.5% of the securities of such issuer
         together own more than 5% of the securities of such issuer.

o     The Trust cannot underwrite securities of other companies.

o     The Trust cannot invest in securities of other investment companies,
         except in connection with a consolidation or merger.

o     The Trust cannot issue "senior securities," but this does not prohibit
         certain investment activities for which assets of the Trust are
         designated as segregated, or margin, collateral or escrow
         arrangements are established, to cover the related obligations.


      The Trust cannot invest in any debt instrument having a remaining
maturity in excess of the maturity limitation in Rule 2a-7 of the Investment
Company Act, as it may be amended from time to time, or any other applicable
rule, unless it is a debt instrument that is (1) subject to a repurchase
agreement, (2) called for redemption, or (3) purchased subject to a demand
feature such that the security is due and payable within the remaining
maturity limitation in Rule 2a-7.

      The Trust cannot invest 25% or more of its total assets in any one
industry; however, for the purposes of this restriction, municipal securities
and U.S. government obligations are not considered to be part of any single
industry.

      The Trust cannot concentrate investments in any particular industry.
Therefore the Trust will not purchase the securities of issuers in any one
industry if as a result of that purchase 25% or more of the value of the
Trust's total assets would consist of securities of issuers in that industry.
The Trust's investments in U.S. government securities and bank obligations
located in the United States (other than obligations of foreign branches of
domestic banks and obligations issued or guaranteed by foreign banks) are not
subject to this limitation.

      Except for the fundamental investment restriction regarding the Trust's
borrowing policy, unless the Prospectus or this Statement of Additional
Information states that a percentage restriction applies on an ongoing basis,
it applies only at the time the Trust makes an investment. The Trust need not
sell securities to meet the percentage limits if the value of the investment
increases in proportion to the size of the Trust.

      For purposes of the Trust's policy not to concentrate its investments
in securities of issuers, the Trust has adopted the industry classifications
set forth in Appendix B to this Statement of Additional Information.  This is
not a fundamental policy.


Disclosure of Portfolio Holdings.  The Trust has adopted policies and
procedures concerning the dissemination of information about its portfolio
holdings by employees, officers and/or trustees of the Manager, Distributor,
Sub-Distributor and Transfer Agent.  These policies are designed to assure
that non-public information about portfolio securities is distributed only
for a legitimate business purpose, and is done in a manner that (a) conforms
to applicable laws and regulations and (b) is designed to prevent that
information from being used in a way that could negatively affect the Trust's
investment program or enable third parties to use that information in a
manner that is harmful to the Trust.

o     Public Disclosure. The Trust's portfolio holdings are made publicly
      available no later than 60 days after the close of each of the Trust's
      fiscal quarters in semi-annual and annual reports to shareholders, or
      in its Statements of Investments on Form N-Q, which are publicly
      available at the SEC.

      Until publicly disclosed the Trust's portfolio holdings are
proprietary, confidential business information.  While recognizing the
importance of providing the Trust's shareholders with information about their
Trust's investments and providing portfolio information to a variety of third
parties to assist with the management, distribution and administrative
process, the need for transparency must be balanced against the risk that
third parties who gain access to the Trust's portfolio holdings information
could attempt to use that information to trade ahead of or against the Trust,
which could negatively affect the prices the Trust is able to obtain in
portfolio transactions or the availability of the securities that portfolio
managers are trading on the Trust's behalf.

      The Manager and its subsidiaries and affiliates, employees, officers,
and trustees, shall neither solicit or accept any compensation or other
consideration (including any agreement to maintain assets in the Trust or in
other investment companies or accounts managed by the Manager or any
affiliated person of the Manager) in connection with the disclosure the
Trust's non-public portfolio holdings.  The receipt of investment advisory
fees or other fees and compensation paid to the Manager and its subsidiaries
pursuant to agreements approved by the Trust's Board shall not be deemed to
be "compensation" or "consideration" for these purposes.  It is a violation
of the Code of Ethics for any covered person to release holdings in
contravention of portfolio holdings disclosure policies and procedures
adopted by the Trust.

      A list of the top 10 or more portfolio securities holdings (based on
invested assets), listed by security or by issuer, as of the end of each
month may be disclosed to third parties (subject to the procedures below) no
sooner than 15 days after month-end.

      Except under special limited circumstances discussed below, month-end
lists of the Trust's complete portfolio holdings may be disclosed no sooner
than 30-days after the relevant month-end, subject to the procedures below.
If the Trust's complete portfolio holdings have not been disclosed publicly,
they may be disclosed pursuant to special requests for legitimate business
reasons, provided that:

o     The third-party recipient must first submit a request for release of
            Trust portfolio holdings, explaining the business reason for the
            request;
o     Senior officers (a Senior Vice President or above) in the Manager's
            Portfolio and Legal departments must approve the completed
            request for release of Trust portfolio holdings; and
o     The third-party recipient must sign the Manager's portfolio holdings
            non-disclosure agreement before receiving the data, agreeing to
            keep information that is not publicly available regarding the
            Trust's holdings confidential and agreeing not to trade directly
            or indirectly based on the information.

      The Trust's complete portfolio holdings positions may be released to
    the following categories of entities or individuals on an ongoing basis,
    provided that such entity or individual either (1) has signed an
    agreement to keep such information confidential and not trade on the
    basis of such information or (2) is subject to fiduciary obligations, as
    a member of the Trust's Board, or as an employee, officer and/or director
    of the Manager, Distributor, Sub-Distributor or Transfer Agent, or their
    respective legal counsel, not to disclose such information except in
    conformity with these policies and procedures and not to trade for
    his/her personal account on the basis of such information:

o     Employees of the Trust's Manager, Sub-Distributor, Distributor and
            Transfer Agent who need to have access to such information (as
            determined by senior officers of such entity),
o     The Trust's certified public accountants and independent registered
            public accounting firm,
o     Members of the Trust's Board and the Board's legal counsel,
o     The Trust's custodian bank,
o     A proxy voting service designated by the Trust and its Board,
o     Rating/ranking organizations (such as Lipper and Morningstar),
o     Portfolio pricing services retained by the Manager to provide portfolio
            security prices, and
o     Dealers, to obtain bids (price quotations if securities are not priced
            by the Trust's regular pricing services).

      Portfolio holdings information of the Trust may be provided, under
    limited circumstances, to brokers and/or dealers with whom the Trust
    trades and/or entities that provide investment coverage and/or analytical
    information regarding the Trust's portfolio, provided that there is a
    legitimate investment reason for providing the information to the broker,
    dealer or other entity. Month-end portfolio holdings information may,
    under this procedure, be provided to vendors providing research
    information and/or analytics to the Trust, with at least a 15-day delay
    after the month end, but in certain cases may be provided to a broker or
    analytical vendor with a 1-2 day lag to facilitate the provision of
    requested investment information to the manager to facilitate a
    particular trade or the portfolio manager's investment process for the
    Trust. Any third party receiving such information must first sign the
    Manager's portfolio holdings non-disclosure agreement as a pre-condition
    to receiving this information.

      Portfolio holdings information (which may include information on
    individual securities positions or multiple securities) may be provided
    to the entities listed below (1) by portfolio traders employed by the
    Manager in connection with portfolio trading, and (2) by the members of
    the Manager's Security Valuation Group and Accounting Departments in
    connection with portfolio pricing or other portfolio evaluation purposes:

o     Brokers and dealers in connection with portfolio transactions
            (purchases and sales)
o     Brokers and dealers to obtain bids or bid and asked prices (if
            securities held by  the Trust are not priced by the fund's
            regular pricing services)
o     Dealers to obtain price quotations where the fund is not identified as
            the owner

      Portfolio holdings information (which may include information on the
    Trust's entire portfolio or individual securities therein) may be
    provided by senior officers of the Manager or attorneys on the legal
    staff of the Manager, Distributor, Sub-Distributor or Transfer Agent, in
    the following circumstances:

o     Response to legal process in litigation matters, such as responses to
            subpoenas or in class action matters where the Trust may be part
            of the plaintiff class (and seeks recovery for losses on a
            security) or a defendant,
o     Response to regulatory requests for information (the SEC, NASD, state
            securities regulators, and/or foreign securities authorities,
            including without limitation requests for information in
            inspections or for position reporting purposes),
o     To potential sub-advisers of portfolios (pursuant to confidentiality
            agreements),
o     To consultants for retirement plans for plan sponsors/discussions at
            due diligence meetings (pursuant to confidentiality agreements),
o     Investment bankers in connection with merger discussions (pursuant to
            confidentiality agreements)

         Portfolio  managers  and  analysts  may,  subject  to  the  Manager's
 policies on communications with the press and other media,  discuss portfolio
 information in interviews  with members of the media,  or in due diligence or
 similar  meetings with clients or  prospective  purchasers of Trust shares or
 their financial intermediary representatives.

 The Trust's shareholders may, under unusual circumstances (such as a lack of
 liquidity in the Trust's portfolio to meet redemptions), receive redemption
 proceeds of their Trust shares paid as pro rata shares of securities held in
 the Trust's portfolio. In such circumstances, disclosure of the Trust's
 portfolio holdings may be made to such shareholders.

      The Chief Compliance Officer of the Trust and the Manager,
 Sub-Distributor, Distributor, and Transfer Agent (the "CCO") shall oversee
 the compliance by the Manager, Sub-Distributor, Distributor, Transfer Agent,
 and their personnel with these policies and procedures. At least annually,
 the CCO shall report to the Trust's Board on such compliance oversight and
 on the categories of entities and individuals to which disclosure of
 portfolio holdings of the Funds has been made during the preceding year
 pursuant to these policies. The CCO shall report to the Trust's Board any
 material violation of these policies and procedures during the previous
 calendar quarter and shall make recommendations to the Boards as to any
 amendments that the CCO believes are necessary and desirable to carry out or
 improve these policies and procedure.

      The Manager and/or the Trust have entered into ongoing arrangements to
 make available information about the Trust's portfolio holdings. One or more
 of the Oppenheimer funds may currently disclose portfolio holdings
 information based on ongoing arrangements to the following parties:


          ---------------------------------------------------------

          A.G. Edwards & Sons           Keijser Securities

          ---------------------------------------------------------
          ---------------------------------------------------------

          ABG Securities                Kempen & Co. USA Inc.

          ---------------------------------------------------------
          ---------------------------------------------------------

          ABN AMRO                      Kepler Equities/Julius
                                        Baer Sec

          ---------------------------------------------------------
          ---------------------------------------------------------

          Advest                        KeyBanc Capital Markets

          ---------------------------------------------------------
          ---------------------------------------------------------

          AG Edwards                    Leerink Swan

          ---------------------------------------------------------
          ---------------------------------------------------------

          American Technology Research  Legg Mason

          ---------------------------------------------------------
          ---------------------------------------------------------

          Auerbach Grayson              Lehman

          ---------------------------------------------------------
          ---------------------------------------------------------

          Banc of America Securities    Lehman Brothers

          ---------------------------------------------------------
          ---------------------------------------------------------

          Barclays                      Lipper

          ---------------------------------------------------------
          ---------------------------------------------------------

          Baseline                      Loop Capital Markets

          ---------------------------------------------------------
          ---------------------------------------------------------

          Bear Stearns                  MainFirst Bank AG

          ---------------------------------------------------------
          ---------------------------------------------------------

          Belle Haven                   Makinson Cowell US Ltd

          ---------------------------------------------------------
          ---------------------------------------------------------

          Bloomberg                     Maxcor Financial

          ---------------------------------------------------------
          ---------------------------------------------------------

          BNP Paribas                   Merrill

          ---------------------------------------------------------
          ---------------------------------------------------------

          BS Financial Services         Merrill Lynch

          ---------------------------------------------------------
          ---------------------------------------------------------

          Buckingham Research Group     Midwest Research

          ---------------------------------------------------------
          ---------------------------------------------------------

          Caris & Co.                   Mizuho Securities

          ---------------------------------------------------------
          ---------------------------------------------------------

          CIBC World Markets            Morgan Stanley

          ---------------------------------------------------------
          ---------------------------------------------------------

          Citigroup                     Morningstar

          ---------------------------------------------------------
          ---------------------------------------------------------

          Citigroup Global Markets      Natexis Bleichroeder

          ---------------------------------------------------------
          ---------------------------------------------------------

          Collins Stewart               Ned Davis Research Group

          ---------------------------------------------------------
          ---------------------------------------------------------

          Craig-Hallum Capital Group LLCNomura Securities

          ---------------------------------------------------------
          ---------------------------------------------------------

          Credit Agricole Cheuvreux     Pacific Crest
          N.A. Inc.

          ---------------------------------------------------------
          ---------------------------------------------------------

          Credit Suisse First Boston    Pacific Crest Securities

          ---------------------------------------------------------
          ---------------------------------------------------------

          Daiwa Securities              Pacific Growth Equities

          ---------------------------------------------------------
          ---------------------------------------------------------

          Davy                          Petrie Parkman

          ---------------------------------------------------------
          ---------------------------------------------------------

          Deutsche Bank                 Pictet

          ---------------------------------------------------------
          ---------------------------------------------------------

          Deutsche Bank Securities      Piper Jaffray Inc.

          ---------------------------------------------------------
          ---------------------------------------------------------

          Dresdner Kleinwort WassersteinPlexus

          ---------------------------------------------------------
          ---------------------------------------------------------

          Emmet & Co                    Prager Sealy & Co.

          ---------------------------------------------------------
          ---------------------------------------------------------

          Empirical Research            Prudential Securities

          ---------------------------------------------------------
          ---------------------------------------------------------

          Enskilda Securities           Ramirez & Co.

          ---------------------------------------------------------
          ---------------------------------------------------------

          Essex Capital Markets         Raymond James

          ---------------------------------------------------------
          ---------------------------------------------------------

          Exane BNP Paribas             RBC Capital Markets

          ---------------------------------------------------------
          ---------------------------------------------------------

          Factset                       RBC Dain Rauscher

          ---------------------------------------------------------
          ---------------------------------------------------------

          Fidelity Capital Markets      Research Direct

          ---------------------------------------------------------
          ---------------------------------------------------------

          Fimat USA Inc.                Robert W. Baird

          ---------------------------------------------------------
          ---------------------------------------------------------

          First Albany                  Roosevelt & Cross

          ---------------------------------------------------------
          ---------------------------------------------------------

          First Albany Corporation      Russell Mellon

          ---------------------------------------------------------
          ---------------------------------------------------------

          Fixed Income Securities       Ryan Beck & Co.

          ---------------------------------------------------------
          ---------------------------------------------------------

          Fortis Securities             Sanford C. Bernstein

          ---------------------------------------------------------
          ---------------------------------------------------------

          Fox-Pitt, Kelton              Scotia Capital Markets

          ---------------------------------------------------------
          ---------------------------------------------------------

          Friedman, Billing, Ramsey     SG Cowen & Co.

          ---------------------------------------------------------
          ---------------------------------------------------------

          Fulcrum Global Partners       SG Cowen Securities

          ---------------------------------------------------------
          ---------------------------------------------------------

          Garp Research                 Soleil Securities Group

          ---------------------------------------------------------
          ---------------------------------------------------------

          George K Baum & Co.           Standard & Poors

          ---------------------------------------------------------
          ---------------------------------------------------------

          Goldman                       Stone & Youngberg

          ---------------------------------------------------------
          ---------------------------------------------------------

          Goldman Sachs                 SWS Group

          ---------------------------------------------------------
          ---------------------------------------------------------

          HSBC                          Taylor Rafferty

          ---------------------------------------------------------
          ---------------------------------------------------------

          HSBC Securities Inc           Think Equity Partners

          ---------------------------------------------------------
          ---------------------------------------------------------

          ING Barings                   Thomas Weisel Partners

          ---------------------------------------------------------
          ---------------------------------------------------------

          ISI Group                     UBS

          ---------------------------------------------------------
          ---------------------------------------------------------

          Janney Montgomery             Wachovia

          ---------------------------------------------------------
          ---------------------------------------------------------

          Jefferies                     Wachovia Corp

          ---------------------------------------------------------
          ---------------------------------------------------------

          Jeffries & Co.                Wachovia Securities

          ---------------------------------------------------------
          ---------------------------------------------------------

          JP Morgan                     Wescott Financial

          ---------------------------------------------------------
          ---------------------------------------------------------

          JP Morgan Securities          William Blair

          ---------------------------------------------------------
          ---------------------------------------------------------

          JPP Eurosecurities            Yieldbook

          ---------------------------------------------------------
          ---------------------------------------------------------

          Keefe, Bruyette & Woods

          ---------------------------------------------------------





How the Trust is Managed

Organization and History.  The Trust is an open-end, diversified management
investment company organized as a Massachusetts business trust in 1979, with
an unlimited number of authorized shares of beneficial interest.

|X|   Classes of Shares.  The Trustees  are  authorized,  without  shareholder
approval,  to create new  series and  classes  of  shares.  The  Trustees  may
reclassify  unissued shares of the Trust into additional  series or classes of
shares.  The Trustees  also may divide or combine the shares of a class into a
greater  or  lesser  number  of  shares  without  changing  the  proportionate
beneficial  interest  of a  shareholder  in the  Trust.  Shares  do  not  have
cumulative voting rights or preemptive or subscription  rights.  Shares may be
voted in person or by proxy at shareholder meetings.

      The class of shares currently offered by the Prospectus and this
Statement of Additional Information has no special name designation but is
deemed to be the equivalent of Class A shares for purposes of the shareholder
account policies that apply to Class A shares of the Oppenheimer funds.  The
Trust's other class of shares, designated as "Class Y" shares, is not
currently available.  At such time as Class Y shares are available, both
classes of shares will invest in the same investment portfolio. Each class of
shares:
o     has its own dividends and distributions,
o     pays certain expenses which may be different for the different classes,
o     may have a different net asset value,
o     may have separate voting rights on matters in which interests of one
         class are different from interests of another class, and
o     votes as a class on matters that affect that class alone.

      Shares are freely transferable, and each share of each class has one
vote at shareholder meetings, with fractional shares voting proportionally on
matters submitted to the vote of shareholders.


|X|   Meetings of Shareholders.  As a Massachusetts  business trust, the Trust
is not required to hold, and does not plan to hold,  regular  annual  meetings
of shareholders,  but may do so from time to time on important matters or when
required  to do so by the  Investment  Company  Act or other  applicable  law.
Shareholders  have  the  right,  upon a vote  or  declaration  in  writing  of
two-thirds  of the  outstanding  shares of the Trust to remove a Trustee or to
take other action described in the Trust's Declaration of Trust.


      The Trustees will call a meeting of shareholders to vote on the removal
of a Trustee upon the written request of the record holders of 10% of its
outstanding shares.  If the Trustees receive a request from at least 10
shareholders stating that they wish to communicate with other shareholders to
request a meeting to remove a Trustee, the Trustees will then either make the
Trust's shareholder list available to the applicants or mail their
communication to all other shareholders at the applicants' expense. The
shareholders making the request must have been shareholders for at least six
months and must hold shares of the Trust valued at $25,000 or more or
constituting at least 1% of the Trust's outstanding shares. The Trustees may
also take other action as permitted by the Investment Company Act.

|X|   Shareholder  and Trustee  Liability.  The  Declaration of Trust contains
an express  disclaimer  of  shareholder  or Trustee  liability for the Trust's
obligations.  It  also  provides  for  indemnification  and  reimbursement  of
expenses  out of the Trust's  property  for any  shareholder  held  personally
liable for its  obligations.  The  Declaration  of Trust also states that upon
request,  the Trust  shall  assume the  defense  of any claim  made  against a
shareholder  for any act or  obligation  of the Trust and  shall  satisfy  any
judgment  on  that  claim.  Massachusetts  law  permits  a  shareholder  of  a
business  trust  (such  as  the  Trust)  to be  held  personally  liable  as a
"partner"  under  certain  circumstances.  However,  the  risk  that  a  Trust
shareholder  will incur  financial  loss from being held liable as a "partner"
of the Trust is limited to the relatively  remote  circumstances  in which the
Trust would be unable to meet its obligations.

      The Trust's contractual arrangements state that any person doing
business with the Trust (and each shareholder of the Trust) agrees under its
Declaration of Trust to look solely to the assets of the Trust for
satisfaction of any claim or demand that may arise out of any dealings with
the Trust. Additionally, the Trustees shall have no personal liability to any
such person, to the extent permitted by law.

Board of Trustees and Oversight Committees. The Trust is governed by a Board
of Trustees, which is responsible for protecting the interests of
shareholders under Massachusetts law. The Trustees meet periodically
throughout the year to oversee the Trust's activities, review its
performance, and review the actions of the Manager.


      The Board of Trustees has an Audit Committee, a Review Committee and a
Governance Committee.  The Audit Committee is comprised solely of Independent
Trustees.  The members of the Audit Committee are Edward L. Cameron
(Chairman), George C. Bowen, Robert J. Malone and F. William Marshall, Jr.
The Audit Committee held ____ meetings during the fiscal year ended June 30,
2005. The Audit Committee provides the Board with recommendations regarding
the selection of the Trust's independent auditor.  The Audit Committee also
reviews the scope and results or audits and the audit fees charged, reviews
reports from the Trust's independent auditor concerning the Trust's internal
accounting procedures and controls, and reviews reports of the Manager's
internal auditor, among other duties as set forth in the Committee's
charter.

      The members of the Review Committee are Jon S. Fossel (Chairman),
Robert G. Avis, Sam Freedman and Beverly Hamilton.  The Review Committee held
____ meetings during the fiscal year ended June 30, 2005. Among other
functions, the Review Committee reviews reports and makes recommendations to
the Board concerning the fees paid to the Trust's transfer agent and the
Manager and the services provided to the Trust by the transfer agent and the
Manager.  The Review Committee also reviews the Trust's investment
performance and policies and procedures adopted by the Trust to comply with
Investment Company Act and other applicable law.

The members of the Governance Committee are Robert Malone (Chairman), William
Armstrong, Beverly Hamilton and F. William Marshall, Jr. Each member of the
Committee is independent, meaning each person is not an "interested person"
as defined in the Investment Company Act. The Governance Committee was
established in August 2004 and  held ___ meetings during the Trust's fiscal
year ended June 30, 2005. The Governance Committee is expected to consider
general governance matters, including a formal process for shareholders to
send communications to the Board and the qualifications of candidates for
board positions including consideration of any candidate recommended by
shareholders.

The Governance Committee adopted a charter on April 26, 2005.  Among other
functions, the Committee has adopted a process for shareholder submission of
nominees for board positions.  Shareholders may submit names of individuals,
accompanied by complete and properly supported resumes, for the Governance
Committee's consideration by mailing such information to the Committee in
care of the Trust.  The Committee may consider such persons at such time as
it meets to consider possible nominees.  The Committee, however, reserves
sole discretion to determine which candidates for directors and independent
directors it will recommend to the Board and/or shareholders and it may
identify candidates other than those submitted by Shareholders.  The
Committee may, but need not, consider the advice and recommendation of the
Manager and/or its affiliates in selecting nominees.  The full Board elects
new directors except for those instances when a shareholder vote is required.

Shareholders who desire to communicate with the Board should address
correspondence to the Board as an individual Board member and may submit
their correspondence electronically at www.oppenheimerfunds.com under the
                                       ------------------------
caption "contact us" or by mail to the Trust at the address above.  The
Governance Committee will consider if a different process should be
recommended to the Board.

Trustees and Officers of the Trust. Except for Messrs. Murphy and Grabish,
each of the Trustees is an "Independent Trustees," as defined in the
Investment Company Act. Mr. Murphy is an "Interested Trustee," because he is
affiliated with the Manager by virtue of his positions as an officer and
director of OppenheimerFunds, Inc., and as a shareholder of its parent
company. Mr. Murphy was elected as a Trustee of the Trust with the
understanding that in the event he ceases to be the chief executive officer
of OppenheimerFunds, Inc., he will resign as a trustee of the Trust and the
other Board II Funds (defined below) for which he is a trustee or director.
Mr. Grabish is an "Interested Trustee" because he is affiliated with the
Manager by virtue of his positions with A.G. Edwards & Sons, Inc. and its
affiliates (as described in his biography below), which is a partial owner of
the Manager's parent company.

      The Trust's Trustees and officers and their positions held with the
Trust and length of service in such position(s) and their principal
occupations and business affiliations during the past five years are listed
in the chart below. The information for the Trustees also includes the dollar
range of shares of the Trust as well as the aggregate dollar range of shares
of the Oppenheimer/Centennial funds beneficially owned by the Trustees. All
of the Trustees are also trustees or directors of the following
Oppenheimer/Centennial funds.  Mr. Grabish serves as Trustee for the
following funds only: Centennial Government Trust, Centennial California Tax
Exempt, Centennial Government Trust, Centennial Money Market Trust,
Centennial New York Tax Exempt Trust, and Centennial Money Market Trust
(referred to as "Board II Funds"):








Oppenheimer Cash Reserves                 Principal Protected Trust III
Oppenheimer Champion Income Fund          Oppenheimer Real Asset Fund
Oppenheimer Capital Income Fund           Oppenheimer Senior Floating Rate Fund
Oppenheimer Equity Fund                   Oppenheimer Strategic Income Fund
Oppenheimer High Yield Fund               Oppenheimer Variable Account Funds
Oppenheimer International Bond Fund       Panorama Series Fund, Inc
Oppenheimer Integrity Funds

                                          Centennial   California   Tax  Exempt
Oppenheimer Limited-Term Government Fund  Trust
Oppenheimer Main Street Funds, Inc.       Centennial Government Trust
Oppenheimer Main Street Opportunity Fund  Centennial Money Market Trust
Oppenheimer Main Street Small Cap Fund    Centennial New York Tax Exempt Trust
Oppenheimer Municipal Fund                Centennial Tax Exempt Trust
Oppenheimer Principal Protected Trust
Oppenheimer Principal Protected Trust II




      Present or former  officers,  directors,  trustees  and  employees  (and
their immediate  family members) of the Trust, the Manager and its affiliates,
and retirement plans  established by them for their employees are permitted to
purchase  Class A shares of the Trust and the other  Oppenheimer  funds at net
asset  value  without  sales  charge.  The sales  charges on Class A shares is
waived for that group because of the  economies of sales  efforts  realized by
the Distributor.


      Messrs. Gillespie, Murphy, Petersen, Vandehey, Vottiero, Weiss, Wixted
and Zack, and Mses. Bloomberg, Ives, and Wolf who are officers of the Trust,
respectively hold the same offices with one or more of the other Board II
Funds as with the Trust. As of ________, 2005, the Trustees and officers of
the Trust, as a group, owned of record or beneficially less than 1% of the
shares of the Trust.  The foregoing statement does not reflect ownership of
shares held of record by an employee benefit plan for employees of the
Manager, other than the shares beneficially owned under that plan by the
officers of the Trust listed above. In addition, each Independent Trustee,
and his family members, do not own securities of either the Manager,
Distributor or Sub-Distributor of the Board II Funds or any person directly
or indirectly controlling, controlled by or under common control with the
Manager, Distributor or Sub-Distributor.


      The address of each Trustee in the charts below is 6803 S. Tucson Way,
Centennial, CO 80112-3924. Each Trustee serves for an indefinite term, until
his or her resignation, retirement, death or removal.







-------------------------------------------------------------------------------------
                                Independent Trustees
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Name,              Principal  Occupation(s)  During  Past  5   Dollar     Aggregate
                                                                           Dollar
                                                                          Range of
                                                                           Shares
                                                                         Beneficially
                                                                          Owned in
                                                              Range of   any of the
Position(s) Held   Years / Other  Trusteeships/Directorships   Shares    Oppenheimer/Centennial
with the Trust,    Held by  Trustee / Number  of  Portfolios Beneficially   Funds
Length of Service, in Fund  Complex  Currently  Overseen  by  Owned in    Overseen
Age                Trustee                                    the Trust  by Trustee
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

                                                             As of December 31, 2004

-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

William L.         Chairman of the following private            None        Over
Armstrong,         mortgage banking companies: Cherry Creek
Chairman and       Mortgage Company (since 1991),
Trustee since 2000 Centennial State Mortgage Company (since
Age: 68            1994), The El Paso Mortgage Company
                   (since 1993); Chairman of the following
                   private companies: Ambassador Media
                   Corporation (since 1984) and Broadway
                   Ventures (since 1984); Director of the
                   following: Helmerich & Payne, Inc. (oil
                   and gas drilling/production company)
                   (since 1992), Campus Crusade for Christ
                   (since 1991) and the Bradley Foundation
                   (since 2002); former Chairman of the
                   following: Transland Financial Services,
                   Inc. (private mortgage banking company)
                   (1997-2003), Great Frontier Insurance
                   (insurance agency) (1995-2000), Frontier
                   Real Estate, Inc. (residential real
                   estate brokerage) (1994-2000), and
                   Frontier Title (title insurance agency)
                   (1995-2000); former Director of the
                   following: UNUMProvident (insurance
                   company) (1991-2004, Storage Technology                $100,000
                   Corporation (computer equipment company)
                   (1991-2003) and International Family
                   Entertainment (television channel)
                   (1992-1997); U.S. Senator (January
                   1979-January 1991). Oversees 38
                   portfolios in the OppenheimerFunds
                   complex.

-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

Robert G. Avis,    Director and President of A.G. Edwards       Over        Over
Trustee since 1990 Capital, Inc. (General Partner of
Age: 74            private equity funds) (until February
                   2001); Chairman, President and Chief
                   Executive Officer of A.G. Edwards
                   Capital, Inc. (until March 2000);
                   Director of A.G. Edwards & Sons, Inc.
                   (brokerage company) (until 2000) and
                   A.G. Edwards Trust Company (investment
                   adviser) (until 2000); Vice Chairman and
                   Director of A.G. Edwards, Inc. (until
                   March 1999); Vice Chairman of A.G.
                   Edwards & Sons, Inc. (until March 1999);
                   Chairman of A.G. Edwards Trust Company     $100,000    $100,000
                   (until March 1999) and A.G.E. Asset
                   Management (investment adviser) (until
                   March 1999). Oversees 38 portfolios in
                   the OppenheimerFunds complex.

-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

George C. Bowen,   Assistant Secretary and Director of the
Trustee since 1998 Manager (December 1991-April 1999);
Age: 68            President, Treasurer and Director of
                   Centennial Capital Corporation (June
                   1989-April 1999); Chief Executive
                   Officer and Director of MultiSource
                   Services, Inc. (March 1996-April 1999);                  Over
                   Mr. Bowen held several positions with        None      $100,000
                   OppenheimerFunds, Inc. and with
                   subsidiary or affiliated companies of
                   OppenheimerFunds, Inc. (September
                   1987-April 1999).  Oversees 38
                   portfolios in the OppenheimerFunds
                   complex.

-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

Edward L. Cameron  Member of The Life Guard of Mount Vernon
Trustee since 2000 (George Washington historical site)
Age:  66           (since June 2000). Director of Genetic
                   ID, Inc. (biotech company) (March
                   2001-May 2002); Partner at
                   PricewaterhouseCoopers LLP (accounting       None        Over
                   firm) (July 1974-June 1999); Chairman of               $100,000
                   Price Waterhouse LLP Global Investment
                   Management Industry Services Group (July
                   1994-June 1998).  Oversees 38 portfolios
                   in the OppenheimerFunds complex.

-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

Jon S. Fossel,     Director of UNUMProvident (insurance         None        Over
Trustee since 1990 company) (since June 2002); Director of
Age: 63            Northwestern Energy Corp. (public
                   utility corporation) (since November
                   2004); Director of  P.R. Pharmaceuticals
                   (October 1999-October 2003); Director of
                   Rocky Mountain Elk Foundation
                   (non-profit organization) (February
                   1998-February 2003); Chairman and
                   Director (until October 1996) and
                   President and Chief Executive Officer
                   (until October 1995) of
                   OppenheimerFunds, Inc.; President, Chief
                   Executive Officer and Director of the
                   following Oppenheimer Acquisition Corp.
                   ("OAC") (parent holding company of                     $100,000
                   OppenheimerFunds, Inc.), Shareholder
                   Financial Services, Inc. (until October
                   1995). Oversees 38 portfolios in the
                   OppenheimerFunds complex.

-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

Sam Freedman,      Director of Colorado Uplift (chartable       None        Over
Trustee since 1996 organization) (since September 1984).
Age: 64            Mr. Freedman held several positions with
                   OppenheimerFunds, Inc. and with
                   subsidiary or affiliated companies of
                   OppenheimerFunds, Inc.. Oversees 38

                   portfolios in the OppenheimerFunds                     $100,000
                   complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

Beverly Hamilton,  Trustee of Monterey Institute for                        Over
Trustee since 2002 International Studies (educational
Age: 58            organization) (since February 2000);
                   Director of The California Endowment
                   (philanthropic organization) (since
                   April 2002); Director of Community
                   Hospital of Monterey Peninsula (since
                   February 2002); Director of Emerging
                   Markets Growth Fund, Inc. (mutual fund)
                   (since October 1991); President of ARCO
                   Investment Management Company (February
                   1991-April 2000); Member of the
                   investment committees of the Rockefeller
                   Foundation and The University of
                   Michigan; Advisor at Credit Suisse First
                   Boston's Sprout venture capital unit
                   (venture capital fund) (1994-January
                   2005); Trustee of MassMutual
                   Institutional Funds (investment company)
                   (1996-June 2004); Trustee of MML Series
                   Investment Fund (investment company )                  $100,000
                   April 1989-June 2004); Member of the
                   investment committee of Hartford
                   Hospital (200-2003); and Advisor to
                   Unilever (Holland) pension fund
                   (2000-2003); Oversees 38 portfolios in
                   the OppenheimerFunds complex.

-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

Robert J. Malone,  Chairman, Chief Executive Officer and        None        Over
Trustee since 2002 Director of Steele Street State Bank
Age: 60            (commercial banking) (since August
                   2003); Director Colorado UpLIFT
                   (charitable organization) (since 1986);
                   Trustee of the Gallagher Family
                   Foundation (non-profit organization)
                   (since 2000). Former Chairman of U.S.
                   Bank-Colorado (a subsidiary of U.S.
                   Bancorp and formerly Colorado National
                   Bank,) (July 1996-April 1, 1999),
                   Director of Commercial Assets, Inc.
                   (real estate investment trust)
                   (1993-2000); Director of Jones

                   Knowledge, Inc. (2001-July 2004), and                  $100,000

                   Director of U.S. Exploration, Inc. (oil
                   and gas exploration) (1997-February
                   2004). Oversees 38 portfolios in the
                   OppenheimerFunds complex.

-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

F. William         Trustee of MassMutual Select Funds           None        Over
Marshall, Jr.,,    (formerly Mass Mutual Institutional
Trustee since 2000 Funds) (investment company) (since 1996)
Age: 63            and MML Series Investment Fund
                   (investment company) (since 1996); the
                   Springfield Library and Museum
                   Association (museums) (since 1995) and
                   the Community Music School of
                   Springfield (music school) (since 1996);
                   Chairman and Trustee (since 2003) and
                   Chairman of the Investment Committee
                   (since 1994) of the Worcester Polytech
                   Institute (private university);
                   President and Treasurer of the SIS Fund
                   (private charitable fund) (since
                   Jaunuary 1999); Chairman of SIS & Family
                   Bank, F.S.B. (formerly SIS Bank)
                   (commercial bank) (January 1999-July
                   1999); Member of the Investment
                   Committee of the Community Foundation of               $100,000
                   Western Massachusetts (1998-2003); and
                   Executive Vice President of Peoples
                   Heritage Financial Group, Inc.
                   (commercial bank) (January 1999-July
                   1999). Oversees 40 portfolios in the
                   OppenheimerFunds complex.*

-------------------------------------------------------------------------------------


*    Includes two open-end investment companies: MassMutual Select Funds and
MML Series Investment Fund. In accordance with the instructions for Form
N-1A, for purposes of this section only, MassMutual Select Funds and MML
Series Investment Fund are included in the "Fund Complex." The Manager does
not consider MassMutual Select Funds and MML Series Investment Fund to be
part of the OppenheimerFunds' "Fund Complex" as that term may be otherwise
interpreted.







      The address of Mr. Grabish in the chart below is 6803 S. Tucson Way,
Centennial, CO 80112-3924. Mr. Grabish serves for an indefinite term, until
his resignation, retirement, death or removal.

                              Interested Trustee

------------------------------------------------------------------------------------
Name,             Principal Occupation(s) During Past 5      Dollar      Aggregate
                                                                          Dollar
                                                                         Range of
                                                                        y Shares
                                                                        Beneficially
                                                                         Owned in
Position(s) Held                                             Range of   any of the
with the Trust,                                              Shares     Oppenheimer/Centennial
Length of         Years / Other Trusteeships/Directorships   Beneficiall   Funds
Service,          Held by Trustee / Number of Portfolios in  Owned in    Overseen
Age               Fund Complex Currently Overseen by Trustee the Trust  by Trustee
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
                                                               As of December 31,

                                                                      2004

------------------------------------------------------------------------------------
------------------------------------------------------------------------------------

Richard F.        Senior Vice President, Assistant Director  $1-$10,000    Over
Grabish, Trustee  of Sales and Marketing (since March                    $100,000
since 2001        1997), Director (since March 1987) and
Age: 56           Manager of Private Client Services (since
                  June 1985) of A.G. Edwards & Sons, Inc.
                  (broker/dealer and investment firm);
                  Chairman and Chief Executive Officer of
                  A.G. Edwards Trust Company (since March
                  2001); President and Vice Chairman of
                  A.G. Edwards Trust Company(investment
                  adviser) (April 1987-March 2001)..
                  Oversees 5 portfolios in the
                  OppenheimerFunds complex.

------------------------------------------------------------------------------------








      The address of Mr. Murphy in the chart below is Two World Financial
Center, 225 Liberty Street, 11th Floor, New York, NY 10281-1008. Mr. Murphy
serves for an indefinite term, until his resignation, death or removal.

------------------------------------------------------------------------------------
                          Interested Trustee and Officer

------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Name,             Principal Occupation(s) During Past 5      Dollar      Aggregate
                                                                          Dollar
                                                                         Range of
                                                                        y Shares
                                                                        Beneficially
                                                                         Owned in
Position(s) Held                                             Range of   any of the
with the Trust,                                              Shares     Oppenheimer/Centennial
Length of         Years / Other Trusteeships/Directorships   Beneficiall   Funds
Service,          Held by Trustee / Number of Portfolios in  Owned in    Overseen
Age               Fund Complex Currently Overseen by Trustee the Trust  by Trustee
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
                                                               As of December 31,

                                                                      2004

------------------------------------------------------------------------------------
------------------------------------------------------------------------------------

John V. Murphy,   Chairman, Chief Executive Officer and         None       Over
President since   director (since June 2001) and President
2001              (since September 2000) of
and Trustee       OppenheimerFunds, Inc.; President and a
since 2003        director or trustee of other Oppenheimer
Age: 56           funds; President and a director (since
                  July 2001) of Oppenheimer Acquisition
                  Corp. (OppenheimerFunds, Inc.'s parent
                  holding company) and of Oppenheimer
                  Partnership Holdings, Inc. (a holding
                  company subsidiary of OppenheimerFunds,
                  Inc.); a director (since November 2001)
                  of OppenheimerFunds Distributor, Inc.(a
                  subsidiary of OppenheimerFunds, Inc.);
                  Chairman and a director (since July 2001)
                  of Shareholder Services, Inc. and of
                  Shareholder Financial Services,
                  Inc.(transfer agent subsidiaries of
                  OppenheimerFunds, Inc.); President and a
                  director (since July 2001) of
                  OppenheimerFunds Legacy Program (a
                  charitable trust program (a charitable
                  trust program established by
                  OppenheimerFunds, Inc.); a director of
                  the following investment advisory
                  subsidiaries of OppenheimerFunds, Inc.:
                  the Manager, OFI Institutional Asset
                  Management, Inc., 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 1, 2001) and a director (since
                  July 2001) of Oppenheimer Real Asset
                  Management, Inc.;  Executive Vice
                  President (since February 1997) of
                  Massachusetts Mutual Life Insurance
                  Company (OppenheimerFunds, Inc.'s parent
                  company); a director (since June 1995) of
                  DLB Acquisition Corporation (a holding
                  company that owns shares of Babson
                  Capital Management LLC); a member of the
                  Investment Company Institute's Board of
                  Governor (elected to serve from October
                  3, 2003 through September 30, 2006.
                  Formerly Chief Operating Officer
                  (September 2000-June 2001) of
                  OppenheimerFunds, Inc.; President and
                  trustee (November 1999-November 2001) of               $100,000
                  MML Series Investment Fund and MassMutual
                  Select Funds (open-end investment
                  companies); a director (September
                  1999-August 2000) of C.M. Life Insurance
                  Company; President, Chief Executive
                  Officer and director (September
                  1999-August 2000) of MML Bay State Life
                  Insurance Company; a director (June
                  1989-June 1998) of Emerald Isle Bancorp
                  and Hibernia Savings Bank (wholly-owned
                  subsidiary of Emerald Isle Bancorp).
                  Oversees 66 portfolios as a
                  Trustee/Director and 20 additional
                  portfolios as Officer in the
                  OppenheimerFunds complex.

------------------------------------------------------------------------------------








     The address of the officers in the chart below is as follows: Messrs.
Pisapia and Zack and Mses. Bloomberg and Lee, Two World Financial Center, 225
Liberty Street, 11th Floor, New York, NY 10281-1008, for Messrs. Petersen,
Vandehey, Vottiero, Weiss and Wixted and Mses. Ives and Wolf, 6803 S. Tucson
Way, Centennial, CO 80112-3924. Each officer serves for an annual term or
until his or her earlier resignation, death or removal.

-------------------------------------------------------------------------------------
                               Officers of the Trust
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Name,                          Principal Occupation(s) During Past 5 Years
Position(s) Held with the
Trust,
Length of Time Served,
Age
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

Carol E. Wolf, Senior Vice     Senior Vice President of OppenheimerFunds, Inc.
President since 1990           (since June 2000) and HarborView Asset Management
Age: 53                        Corporation; an officer of 6 portfolios in the

                               OppenheimerFunds complex; formerly Vice President of
                               OppenheimerFunds, Inc. (June 1990 - June 2000).
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

Barry D. Weiss, Vice           Vice President of OppenheimerFunds, Inc. (since July
President and Portfolio        2001) and of HarborView Asset Management Corporation
Manager since 2001             (since June 2003); an officer of 6 portfolios in the
Age:  41                       OppenheimerFunds complex. Formerly Assistant Vice
                               President and Senior Credit Analyst of the Manager
                               (February 2000-June 2001).  Prior to joining the
                               Manager in February 2000, he was Associate Director,
                               Structured Finance, Fitch IBCA Inc. (April
                               1998-February 2000).

-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

Mark S. Vandehey,              Senior Vice President and Chief Compliance Officer
Vice President and Chief       (since March 2004) of OppenheimerFunds, Inc.; Vice
Compliance Officer since 2004  President (since June 1983) of the Manager,
Age:  54                       OppenheimerFunds Distributor, Inc., and Shareholder
                               Services, Inc. Formerly (until February 2004) Vice
                               President and Director of Internal Audit of
                               OppenheimerFunds, Inc. An officer of 86 portfolios
                               in the Oppenheimer funds complex.

-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

Brian W. Wixted,               Senior Vice President and Treasurer (since March
Treasurer since April 1999     1999) of OppenheimerFunds, Inc.; Treasurer of the
Age: 45                        Transfer Agent, HarbourView Asset Management
                               Corporation, Shareholder Financial Services, Inc.,
                               Oppenheimer Real Asset Management Corporation, and
                               Oppenheimer Partnership Holdings, Inc. (since March
                               1999), of OFI Private Investments, Inc. (since March
                               2000), of OppenheimerFunds International Ltd. and
                               OppenheimerFunds plc  (since May 2000), of OFI
                               Institutional Asset Management, Inc. (since November
                               2000), and of OppenheimerFunds Legacy Program (a
                               Colorado non-profit corporation) (since June 2003);
                               Treasurer and Chief Financial Officer (since May
                               2000) of OFI Trust Company (a trust company
                               subsidiary of OppenheimerFunds, Inc.); Assistant
                               Treasurer (since March 1999) of Oppenheimer
                               Acquisition Corp. Formerly Assistant Treasurer of
                               the Distributor (March 1999-October 2003) and
                               OppenheimerFunds Legacy Program (April 2000-June
                               2003); Principal and Chief Operating Officer (March
                               1995-March 1999) at Bankers Trust Company-Mutual
                               Fund Services Division. An officer of 86 portfolios
                               in the OppenheimerFunds complex.

-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

Brian Petersen,                Assistant Vice President of OppenheimerFunds, Inc.
Assistant Treasurer since 2004 since August 2002; formerly Manager/Financial
Age: 34                        Product Accounting (November 1998-July 2002) of
                               OppenheimerFunds, Inc. An officer of 86 portfolios
                               in the OppenheimerFunds complex.

-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

Philip Vottiero,               Vice President/Fund Accounting of OppenheimerFunds,
Assistant Treasurer            Inc. (since March 2002). Formerly Vice
since August 27, 2002          President/Corporate Accounting of OppenheimerFunds,
Age: 42                        Inc. (July 1999-March 2002) prior to which he was
                               Chief Financial Officer at Sovlink Corporation
                               (April 1996-June 1999). An officer of 86 portfolios
                               in the OppenheimerFunds complex.

-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

Robert G. Zack,                Executive Vice President (since January 2004) and
Vice President & Secretary     General Counsel (since February 2002) of
since November 1, 2001         OppenheimerFunds, Inc.; General Counsel (since
Age: 56                        November 2001) of the Manager and Distributor;
                               General Counsel and a director (since November 2001)
                               of the Sub-Distributor; Senior Vice President,
                               General Counsel and a director (since November 2001)
                               of the Transfer Agent, Shareholder Financial
                               Services, Inc., OFI Private Investments, Inc. and
                               OFI Trust Company; Senior Vice President and General
                               Counsel (since November 2001) of HarbourView Asset
                               Management Corporation; Secretary and General
                               Counsel (since November 2001) of Oppenheimer
                               Acquisition Corp.; Assistant Secretary and a
                               director (since October 1997) of OppenheimerFunds
                               International Ltd. and OppenheimerFunds plc; Vice
                               President and a director (since November 2001) of
                               Oppenheimer Partnership Holdings, Inc.; a director
                               (since November 2001) of Oppenheimer Real Asset
                               Management, Inc.; Vice President (since November
                               2001) of OppenheimerFunds Legacy Program; Senior
                               Vice President and General Counsel (since November
                               2001) of OFI Institutional Asset Management, Inc.; a
                               director (since June 2003) of OppenheimerFunds
                               (Asia) Limited. Formerly Senior Vice President (May
                               1985-December 2003), Acting General Counsel
                               (November 2001-February 2002) and Associate General
                               Counsel (May 1981-October 2001) of OppenheimerFunds,
                               Inc.; Assistant Secretary of the Transfer Agent (May
                               1985-November 2001), Shareholder Financial Services,
                               Inc. (November 1989-November 2001); and
                               OppenheimerFunds International Ltd. (October
                               1997-November 2001). An officer of 86 portfolios in
                               the OppenheimerFunds complex.

-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

Kathleen T. Ives,              Assistant Secretary (since October 2003) or the
Assistant Secretary            Manager and Distributor; Vice President (since 1999)
since November 1, 2001         and Assistant Secretary (since October 2003) of the
Age: 39                        Sub-Distributor;;; Vice President and Assistant
                               Secretary (since 1999) of the Transfer Agent; Vice
                               President (since June 1998) and Senior Counsel and
                               Assistant Secretary (since October 2003) of
                               OppenheimerFunds, Inc.; Assistant Secretary (since
                               December 2001) of OppenheimerFunds Legacy Program
                               and of Shareholder Financial Services, Inc. Formerly
                               an Assistant Counsel (August 1994-October 2003) and
                               Assistant Vice President of OppenheimerFunds, Inc.
                               (August 1997-June 1998). An officer of 86 portfolios
                               in the OppenheimerFunds complex.

-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

Lisa I. Bloomberg,             Vice President and Associate Counsel of
Assistant Secretary since 2004 OppenheimerFunds, Inc. since May 2004; formerly
Age:  37                       First Vice President and Associate General Counsel
                               of UBS Financial Services Inc. (formerly,
                               PaineWebber Incorporated) (May 1999 - April 2004)
                               prior to which she was an Associate at Skaden, Arps,
                               Slate, Meagher & Flom, LLP (September 1996 - April
                               1999). An officer of 86 portfolios in the
                               OppenheimerFunds complex.

-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

Phillip S. Gillespie           Senior Vice President and Deputy General counsel of
Assistant Secretary since 2004 OppenheimerFunds, Inc. since September 2004.
Age: 41                        Formerly Mr. Gillespie held the following positions
                               at Merrill Lynch Investment Management: First Vice
                               President (2001-September 2004); Director (from
                               2000), and Vice President (1998-2000).  An officer
                               of 83 portfolios in in the OppenheimerFunds complex.

-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------


|X|   Remuneration of Trustees. The officers of the Trust are affiliated with
the Manager and receive no salary or fee from the Trust. The Trustees of the
Trust received the compensation shown below from the Trust with respect to
the Trust's fiscal year ended June 30, 2005. The compensation from all of the
Board II Funds (including the Trust) represents compensation received for
serving as a managing general partner, director or trustee and member of a
committee (if applicable) of the boards of those funds during the calendar
year 2003  (there were __ funds at the end of 2004).


------------------------------------------------------------------------------
  Trustee Name and Other                Aggregate        Total Compensation
                                                         From Trust and Fund
  Position(s) (as applicable)         Compensation         Complex Paid to
                                      from Trust(1)       Trustee/Director*
                                                                          -
------------------------------------------------------------------------------
------------------------------------------------------------------------------

 William L. Armstrong                    $12,255              $178,000
  Chairman   of  the   Board   of
Trustees      and      Governance
Committee Member

------------------------------------------------------------------------------
------------------------------------------------------------------------------

Robert G. Avis                           $8,161               $118,500

  Review Committee Member
------------------------------------------------------------------------------
------------------------------------------------------------------------------

George Bowen                             $8,161               $118,500

  Audit Committee Member
------------------------------------------------------------------------------
------------------------------------------------------------------------------

Edward L. Cameron                        $9,363               $136,000
 Audit Committee Chairman

------------------------------------------------------------------------------
------------------------------------------------------------------------------

Jon S. Fossel                             $9363               $136,000

  Review Committee Chairman
------------------------------------------------------------------------------
------------------------------------------------------------------------------

Sam Freedman                             $8,161               $118,500

  Review Committee Member
------------------------------------------------------------------------------
------------------------------------------------------------------------------

Richard Grabish                          $8,159                $11,938

  Review Committee Member
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Beverly Hamilton

   Review Committee Member and           $8,206               $152,355
Governance Committee Member

------------------------------------------------------------------------------
------------------------------------------------------------------------------
Robert J. Malone

   Governance Committee Chairman         $9,215               $121,726
and Audit Committee Member

------------------------------------------------------------------------------
------------------------------------------------------------------------------

F. William Marshall, Jr.
   Audit Committee Member and            $8,161               $167,500
Governance Committee Member

------------------------------------------------------------------------------

[TEMPLATE CHAGES TO THE FOOTNOTES TO BE INCLUDED IN THE 485(b)]
1.    Aggregate   Compensation   from  Trust   includes   fees  and   deferred

   compensation, if any, for a Trustee.

2.    "Total  Compensation  From Trust and Fund Complex"  paid to Mr.  Grabish
   for service as a Trustee,  as well as service on the Review  Committee  was
   paid only by Centennial Government Trust,  Centennial California Tax Exempt
   Trust,  Centennial Money Market Trust, Centennial New York Tax Exempt Trust
   and  Centennial  Tax Exempt  Trust (total of five funds for which serves as
   Trustee on the Board II Funds).
3.    Total  compensation for Mrs. Hamilton and Mr. Malone was paid by all the
   Board II Funds,  with the  exception of  Oppenheimer  Senior  Floating Rate
   Fund for  which  they did not  serve as  Trustees.  Mrs.  Hamilton  and Mr.
   Malone were  elected as Trustees  of Senior  Floating  Rate Fund on May 26,
   2005 (total of __ Oppenheimer funds as of December 31m 2004).
4.    Includes  $_____  deferred  under Deferred  Compensation  Plan described
   below.
5.    Includes  $____  compensation  (of  which  100%  was  deferred  under  a
   deferred  compensation  plan) paid to Mrs. Hamilton for previously  serving
   as a trustee by two open-end investment companies  (MassMutual Select Funds
   (formerly Mass Mutual  Institutional Funds) and MML Series Investment Fund)
   the  investment  adviser  for  which  is the  indirect  parent  company  of
   OppenheimerFunds,   Inc.   OppenheimerFunds,   Inc.   also  serves  as  the
   Sub-Advisor  to the  MassMutual  International  Equity  Fund,  a series  of
   MassMutual Select Funds.
6.    Includes  $_____  deferred  under Deferred  Compensation  Plan described
   below.
7.    Includes  $_____  compensation  paid to Mr.  Marshall  for  serving as a
   trustee by two open-end investment  companies  (MassMutual Select Funds and
   MML  Series  Investment  Fund)  the  investment  adviser  for  which is the
   indirect parent company of OppenheimerFunds,  Inc.  OppenheimerFunds,  Inc.
   also  serves as the  Sub-Advisor  to the  MassMutual  International  Equity
   Fund, a series of MassMutual Select Funds.
   *For  purposes  of  this  section  only,   "Fund   Complex"   includes  the
   Oppenheimer  funds,  MassMutual Select Funds and MML Series Investment Fund
   in accordance  with the  instructions  for Form N-1A.  The Manager does not
   consider  MassMutual  SelectFunds and MML Series Investment Fund to be part
   of the  OppenheimerFunds  "Fund  Complex"  as that  term  may be  otherwise
   interpreted.

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


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


      |X|               Major Shareholders.  As of October __, 2005 the only
person who owned of record or was known by the Trust to own beneficially 5%
or more of the Trust's outstanding retail shares was A.G. Edwards & Sons,
Inc. 1 North Jefferson Avenue, St. Louis, Missouri 63103, which owned
________ shares of the Trust which was _____% of the outstanding shares of
the Trust on that date, for accounts of its customers none of whom
individually owned more than 5% of the outstanding shares.


The Manager.  The Manager, Centennial Asset Management Corporation, is wholly
owned by OppenheimerFunds, Inc., which is a wholly owned subsidiary of
Oppenheimer Acquisition Corp., a holding company controlled by Massachusetts
Mutual Life Insurance Company.

      The portfolio managers of the Trust are principally responsible for the
day-to-day management of the Trust's investment portfolio.  Other members of
the Manager's fixed-income portfolio department, particularly security
analysts, traders and other portfolio managers, have broad experience with
fixed-income securities.  They provide the Trust's portfolio managers with
research and support in managing the Trust's investments.

|X|   Code of Ethics.  The Manager and the Distributor have a Code of
Ethics.  It is designed to detect and prevent improper personal trading by
certain employees, including portfolio managers, that would compete with or
take advantage of the Trust's portfolio transactions.  Covered persons
include persons with knowledge of the investments and investment intentions
of the Trust and other funds advised by the Manager.  The Code of Ethics does
permit personnel subject to the Code to invest in securities, including
securities that may be purchased or held by the Trust, subject to a number of
restrictions and controls.  Compliance with the Code of Ethics is carefully
monitored and enforced by the Manager.  The Trust does not have a Code of
Ethics since it is a money market fund.

      |X|               The Investment Advisory Agreement.  The Manager
provides investment advisory and management services to the Trust under an
investment advisory agreement between the Manager and the Trust.  The Manager
selects securities for the Trust's portfolio and handles its day-to-day
business.  The agreement requires the Manager, at its expense, to provide the
Trust with adequate office space, facilities and equipment.  It also requires
the Manager to provide and supervise the activities of all administrative and
clerical personnel required to provide effective administration for the
Trust.  Those responsibilities include the compilation and maintenance of
records with respect to its operations, the preparation and filing of
specified reports, and composition of proxy materials and registration
statements for continuous public sale of shares of the Trust.

      Expenses not expressly assumed by the Manager under the investment
advisory agreement are paid by the Trust.  The investment advisory agreement
lists examples of expenses paid by the Trust.  The major categories relate to
interest, taxes, fees to unaffiliated Trustees, legal and audit expenses,
custodian and transfer agent expenses, share issuance costs, certain printing
and registration costs and non-recurring expenses, including litigation
costs.  The management fees paid by the Trust to the Manager are calculated
at the rates described in the Prospectus.  The management fees paid by the
Trust to the Manager during its last three fiscal years were:

---------------------------------------------------------------------------------
  Fiscal Year    Management Fee Paid to Centennial Asset Management Corporation
  ending 6/30
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
      2003                                 $75,850,454
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
      2004                                 $75,083,207
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

      2005                                 $69,864,089

---------------------------------------------------------------------------------


      Prior to the Shareholder vote held on November 24, 2003, the investment
advisory agreement, required the Manager to reimburse the Trust to the extent
that the Trust's total expenses (including the management fee but excluding
interest, taxes, brokerage commissions, and extraordinary expenses such as
litigation costs) exceed in any fiscal year the lesser of: (i) 1.5% of
average annual net assets of the Trust up to $30 million plus 1% of the
average annual net assets in excess of $30 million or; (ii) 25% of the total
annual investment income of the Trust. For the 2003, 2004 and 2005 fiscal
years, the Manager reimbursed $60,805,404, $35,313,692, $___ to the Trust,
respectively.


    The investment advisory agreement provides that the Manager shall not be
liable for any loss sustained by reason of the adoption of an investment
policy or the purchase, sale or retention of any security on its
recommendation, whether or not such recommendation shall have been based upon
its own investigation and research or upon investigation and research made by
any other individual, firm or corporation, if such recommendation shall have
been made and such other individual, firm or corporation shall have been
selected with due care and in good faith, provided that nothing in the
agreement shall be construed to protect the Manager against any liability to
the Trust or  its shareholders by reason of willful misfeasance, bad faith or
gross negligence in the performance of its duties, or by reason of its
reckless disregard of its obligations and duties under the agreement.


The Distributor. Under its General Distributor's Agreement with the Trust,
Centennial Asset Management Corporation acts as the Trust's principal
underwriter and Distributor in the continuous public offering of the Trust's
shares.  The Distributor is not obligated to sell a specific number of
shares.  The Distributor bears the expenses normally attributable to sales,
including advertising and the cost of printing and mailing prospectuses,
other than those furnished to existing shareholders. For other distribution
expenses paid by the Trust, see the section entitled "Service Plan" below.
The Trust's Sub-Distributor is OppenheimerFunds Distributor, Inc.


     Portfolio Managers. The Trust's portfolio is managed by Barry D. Weiss
     and Carol E. Wolf (each is referred to as a "Portfolio Manager" and
     collectively they are referred to as the "Portfolio Managers"). They are
     the persons who are responsible for the day-to-day management of the
     Fund's investments.

|X|   Other Accounts Managed.  In addition to managing the Trust's investment
            portfolio, each Portfolio Manager also manages other investment
            portfolios and other accounts on behalf of the Manager or its
            affiliates.  The following table provides information regarding
            the other portfolios and accounts managed by each Portfolio
            Manager as of June 30, 2005. No account has a performance-based
            advisory fee:


     Portfolio                 Total                   Total           Total
                                                     Assets in
                               Assets in  Other        Other
                      RegistereRegistered Pooled      Pooled            Assets
                      InvestmenInvestment InvestmentInvestment  Other  in Other
                      CompaniesCompanies  Vehicles   Vehicles   AccountAccounts
     Manager          Managed   Managed*   Managed   Managed*   ManagedManaged*

     ----------------------------------------------------------------------------
     ----------------------------------------------------------------------------

                         4                  None                 None
      Barry D. Weiss                                         $0               $0
                                 $23,396.9

     ----------------------------------------------------------------------------
     ----------------------------------------------------------------------------


      Carol E. Wolf      4                  None             $0  None         $0
                                 $23,396.9


       *  In millions.

           As indicated above, the Portfolio Manager also manages other funds
      and accounts.  Potentially, at times, those responsibilities could
      conflict with the interests of the Trust.  That may occur whether the
      investment strategies of the other fund or account are the same as, or
      different from, the Trust's investment objectives and strategies.  For
      example, the Portfolio Manager may need to allocate investment
      opportunities between the Trust and another fund or account having
      similar objectives or strategies, or he may need to execute
      transactions for another fund or account that could have a negative
      impact on the value of securities held by the Trust.  Not all funds and
      accounts advised by the Manager have the same management fee.  If the
      management fee structure of another fund or account is more
      advantageous to the Manager than the fee structure of the Trust, the
      Manager could have an incentive to favor the other fund or account.
      However, the Manager's compliance procedures and Code of Ethics
      recognize the Manager's fiduciary obligations to treat all of its
      clients, including the Trust, fairly and equitably, and are designed to
      preclude the Portfolio Manager from favoring one client over another.
      It is possible, of course, that those compliance procedures and the
      Code of Ethics may not always be adequate to do so.  At different
      times, the Trust's Portfolio Manager may manage other funds or accounts
      with investment objectives and strategies that are similar to those of
      the Trust, or may manage funds or accounts with investment objectives
      and strategies that are different from those of the Trust.

      Compensation of the Portfolio Manager.  The Trust's Portfolio Manager
      is employed and compensated by the Manager, not the Trust. Under the
      Manager's compensation program for its portfolio managers and portfolio
      analysts, their compensation is based primarily on the investment
      performance results of the funds and accounts they manage, rather than
      on the financial success of the Manager. This is intended to align the
      portfolio managers and analysts interests with the success of the funds
      and accounts and their shareholders. The Manager's compensation
      structure is designed to attract and retain highly qualified investment
      management professionals and to reward individual and team
      contributions toward creating shareholder value. As of June 30, 2005
      the Portfolio Manager's compensation consisted of three elements: a
      base salary, an annual discretionary bonus and eligibility to
      participate in long-term awards of options and appreciation rights in
      regard to the common stock of the Manager's holding company parent.
      Senior portfolio managers may also be eligible to participate in the
      Manager's deferred compensation plan.

      To help the Manager attract and retain talent, the base pay component
      of each portfolio manager is reviewed regularly to ensure that it
      reflects the performance of the individual, is commensurate with the
      requirements of the particular portfolio, reflects any specific
      competence or specialty of the individual manager, and is competitive
      with other comparable positions. The annual discretionary bonus is
      determined by senior management of the Manager and is based on a number
      of factors, including a fund's pre-tax performance for periods of up to
      five years, measured against an appropriate Lipper benchmark selected
      by management. The Lipper benchmark with respect to the Trust is Lipper
      - Money Market Instrument Fund.  Other factors considered include
      management quality (such as style consistency, risk management, sector
      coverage, team leadership and coaching) and organizational development.
      The Portfolio Manager's compensation is not based on the total value of
      the Trust's portfolio assets, although the Trust's investment
      performance may increase those assets. The compensation structure is
      also intended to be internally equitable and serve to reduce potential
      conflicts of interest between the Trust and other funds and accounts
      managed by the Portfolio Manager. The compensation structure of the
      other funds and accounts managed by the Portfolio Manager is the same
      as the compensation structure of the Trust, described above.

            Ownership of Fund Shares.  As of June 30, 2005 each
      Portfolio Manager beneficially owned shares of the Trust as follows:


            ----------------------------------------------------------

                                                Range of Shares
                                                  Beneficially
                  Portfolio Manager            Owned in the Trust

            ----------------------------------------------------------
            ----------------------------------------------------------

            Barry D. Weiss

            ----------------------------------------------------------
            ----------------------------------------------------------

            Carol E. Wolf

            ----------------------------------------------------------


Portfolio Transactions.  Portfolio decisions are based upon recommendations
and judgment of the Manager subject to the overall authority of the Board of
Trustees.  Most purchases made by the Trust are principal transactions at net
prices, so the Trust incurs little or no brokerage costs. The Trust deals
directly with the selling or purchasing principal or market maker without
incurring charges for the services of a broker on its behalf unless the
Manager determines that a better price or execution may be obtained by using
the services of a broker.  Purchases of portfolio securities from
underwriters include a commission or concession paid by the issuer to the
underwriter, and purchases from dealers include a spread between the bid and
asked prices.

      The Trust seeks to obtain prompt execution of orders at the most
favorable net price.  If broker/dealers are used for portfolio transactions,
transactions may be directed to broker/dealers for their execution and
research services.  The research services provided by a particular broker may
be useful only to one or more of the advisory accounts of the Manager and its
affiliates.  Investment research received for the commissions of those other
accounts may be useful both to the Trust and one or more of such other
accounts.  Investment research services may be supplied to the Manager by a
third party at the instance of a broker through which trades are placed.  It
may include information and analyses on particular companies and industries
as well as market or economic trends and portfolio strategy, receipt of
market quotations for portfolio evaluations, information systems, computer
hardware and similar products and services.  If a research service also
assists the Manager in a non-research capacity (such as bookkeeping or other
administrative functions), then only the percentage or component that
provides assistance to the Manager in the investment decision-making process
may be paid in commission dollars.

      The research services provided by brokers broaden the scope and
supplement the research activities of the Manager.  That research provides
additional views and comparisons for consideration, and helps the Manager
obtain market information for the valuation of securities held in the Trust's
portfolio or being considered for purchase.  Subject to applicable rules
covering the Manager's activities in this area, sales of shares of the Trust
and/or the other investment companies managed by the Manager or distributed
by the Distributor may also be considered as a factor in the direction of
transactions to dealers.  That must be done in conformity with the price,
execution and other considerations and practices discussed above.  Those
other investment companies may also give similar consideration relating to
the sale of the Trust's shares.  No portfolio transactions will be handled by
any securities dealer affiliated with the Manager.

      The Trust may experience high portfolio turnover that may increase the
Trust's transaction costs.  However, since brokerage commissions, if any, are
small, high turnover does not have an appreciable adverse effect upon the
income of the Trust.

Service Plan

The Trust has adopted a Service Plan for the shares.  The plan has been
approved by a vote of the Board of Trustees, including a majority of the
Independent Trustees(1), cast in person at a meeting called for the purpose
of voting on that plan.

    Under the plan, the Manager and the Distributor may make payments to
affiliates.  In their sole discretion, they may also from time to time make
substantial payments from their own resources, which include the profits the
Manager derives from the advisory fees it receives from the Trust, to
compensate brokers, dealers, financial institutions and other intermediaries
for providing distribution assistance and/or administrative services or that
otherwise promote sales of the Trust's shares.  These payments, some of which
may be referred to as "revenue sharing," may relate to the Trust's inclusion
on a financial intermediary's preferred list of funds offered to its clients.

    Financial intermediaries, brokers and dealers may receive other payments
from the Distributor or the Manager from their own resources in connection
with the promotion and/or sale of shares of the Trust, including payments to
defray expenses incurred in connection with educational seminars and
meetings.  The Manager or Distributor may share expenses incurred by
financial intermediaries in conducting training and educational meetings
about aspects of the Trust for employees of the intermediaries or for hosting
client seminars or meetings at which the Trust is discussed.  In their sole
discretion, the Manager and/or the Distributor may increase or decrease the
amount of payments they make from their own resources for these purposes.

      Unless the plan is terminated as described below, the plan continues in
effect from year to year but only if the Trust's Board of Trustees and its
Independent Trustees specifically vote annually to approve its continuance.
Approval must be by a vote cast in person at a meeting called for the purpose
of voting on continuing the plan.  The plan may be terminated at any time by
the vote of a majority of the Independent Trustees or by the vote of the
holders of a "majority" (as defined in the Investment Company Act) of the
outstanding shares of the Trust.

      The Board of Trustees and the Independent Trustees must approve all
material amendments to a plan.  An amendment to increase materially the
amount of payments to be made under a plan must be approved by shareholders
of the class affected by the amendment.  The approval must be by a "majority"
(as defined in the Investment Company Act) of the shares.

      While the plan is in effect, the Treasurer of the Trust shall provide
separate written reports on the plan to the Board of Trustees at least
quarterly for its review.  The reports shall detail the amount of all
payments made under the plan and the purpose for which the payments were
made. Those reports are subject to the review and approval of the Independent
Trustees.

      The plan states that while it is in effect, the selection and
nomination of those Trustees of the Trust who are not "interested persons" of
the Trust is committed to the discretion of the Independent Trustees.  This
does not prevent the involvement of others in the selection and nomination
process as long as the final decision as to selection or nomination is
approved by a majority of the Independent Trustees.

      Under the plan, no payment will be made to any recipient in any quarter
in which the aggregate net asset value of all Trust shares held by the
recipient for itself and its customers does not exceed a minimum amount, if
any, that may be set from time to time by a majority of the Independent
Trustees.  The Board of Trustees has set no minimum amount of assets to
qualify for payments under the plan.

      |X|   Service Plan Fees.  Under the service plan, the Distributor
currently uses the fees it receives from the Trust to pay brokers, dealers
and other financial institutions (they are referred to as "recipients") for
personal services and account maintenance services they provide for their
customers who hold shares.  The services include, among others, answering
customer inquiries about the Trust, assisting in establishing and maintaining
accounts in the Trust, making the Trust's investment plans available and
providing other services at the request of the Trust or the Distributor. The
service plan permits reimbursements to the Distributor at a rate of up to
0.20% of average annual net assets of the shares.  The Distributor makes
payments to plan recipients quarterly or monthly depending on asset size at
an annual rate not to exceed 0.20% of the average annual net assets
consisting of shares held in the accounts of the recipients or their
customers.


      For the fiscal year ended June 30, 2005 payments under the plan totaled
$41,831,209. The Distributor retained $0 and the remaining balance was paid
out by the Distributor to recipients, which included $606 paid to an
affiliate of the Distributor's parent company. For the fiscal year ended June
30, 2005, the Manager paid, in the aggregate, $_______ in fees out of its own
resources for distribution assistance. Any unreimbursed expenses the
Distributor incurs with respect to the shares in any fiscal quarter cannot be
recovered in subsequent quarters.  The Distributor may not use payments
received under the plan to pay any of its interest expenses, carrying
charges, or other financial costs, or allocation of overhead.


Performance of the Trust

Explanation of Performance Terminology.  The Trust uses a variety of terms to
illustrate its performance. These terms include "yield," "compounded
effective yield" and "average annual total return."  An explanation of how
yields and total returns are calculated is set forth below.  The charts below
show the Trust's performance as of the Trust's most recent fiscal year end.
You can obtain current performance information by calling the Trust's
Transfer Agent at 1.800.525.9310.

      The Trust's illustrations of its performance data in advertisements
must comply with rules of the Securities and Exchange Commission.  Those
rules describe the types of performance data that may be used and how it is
to be calculated.  If the Trust shows total returns in addition to its
yields, the returns must be for the 1-, 5- and 10-year periods ending as of
the most recent calendar quarter prior to the publication of the
advertisement (or its submission for publication).

      Use of standardized performance calculations enables an investor to
compare the Trust's performance to the performance of other funds for the
same periods. However, a number of factors should be considered before using
the Trust's performance information as a basis for comparisons with other
investments:

o     Yields and total returns measure the performance of a hypothetical
         account in the Trust over various periods and do not show the
         performance of each shareholder's account. Your account's
         performance will vary from the model performance data if your
         dividends are received in cash, or you buy or sell shares during the
         period, or you bought your shares at a different time than the
         shares used in the model.
o     An investment in the Trust is not insured by the FDIC or any other
         government agency.
o     The Trust's yield is not fixed or guaranteed and will fluctuate.
o     Yields and total returns for any given past period represent historical
         performance information and are not, and should not be considered, a
         prediction of future yields or returns.

|X|   Yields.  The Trust's current yield is calculated for a seven-day period
of time as follows. First, a base period return is calculated for the
seven-day period by determining the net change in the value of a hypothetical
pre-existing account having one share at the beginning of the seven-day
period.  The change includes dividends declared on the original share and
dividends declared on any shares purchased with dividends on that share, but
such dividends are adjusted to exclude any realized or unrealized capital
gains or losses affecting the dividends declared.  Next, the base period
return is multiplied by 365/7 to obtain the current yield to the nearest
hundredth of one percent.

      The compounded effective yield for a seven-day period is calculated by
      (1) adding 1 to the base period return (obtained as described above),
      (2) raising the sum to a power equal to 365 divided by 7, and
      (3) subtracting 1 from the result.

      The yield as calculated above may vary for accounts less than
approximately $100 in value due to the effect of rounding off each daily
dividend to the nearest full cent.  The calculation of yield under either
procedure described above does not take into consideration any realized or
unrealized gains or losses on the Trust's portfolio securities which may
affect dividends.  Therefore, the return on dividends declared during a
period may not be the same on an annualized basis as the yield for that
period.

|X|   Total Return Information.  There are different types of "total returns"
to measure the Trust's performance. Total return is the change in value of a
hypothetical investment in the Trust over a given period, assuming that all
dividends and capital gains distributions are reinvested in additional shares
and that the investment is redeemed at the end of the period.  The cumulative
total return measures the change in value over the entire period (for
example, ten years).  An average annual total return shows the average rate
of return for each year in a period that would produce the cumulative total
return over the entire period.  However, average annual total returns do not
show actual year-by-year performance.  The Trust uses standardized
calculations for its total returns as prescribed by the SEC.  The methodology
is discussed below.

o     Average Annual Total Return.  The "average annual total return" of each
class is an average annual compounded rate of return for each year in a
specified number of years.  It is the rate of return based on the change in
value of a hypothetical initial investment of $1,000 ("P" in the formula
below) held for a number of years ("n") to achieve an Ending Redeemable Value
("ERV" in the formula) of that investment, according to the following formula:

ERV    l/n - 1 = Average Annual Total
---
               Return
  P


o     Cumulative Total Return.  The "cumulative total return" calculation
measures the change in value of a hypothetical investment of $1,000 over an
entire period of years.  Its calculation uses some of the same factors as
average annual total return, but it does not average the rate of return on an
annual basis.  Cumulative total return is determined as follows:

 ERV - P   = Total Return
-----------
    P

---------------------------------------------------------------------------------

     Yield         Compounded       Average Annual Total Returns (at 6/30/05)
 (7 days ended   Effective Yield
    6/30/05)      (7 days ended
                    6/30/05)

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

                                     1-Year          5 Years        10 Years
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------


     2.56%            2.56%           1.59%           2.17%           3.16%

---------------------------------------------------------------------------------

Other Performance Comparisons.  Yield information may be useful to investors
in reviewing the Trust's performance.  The Trust may make comparisons between
its yield and that of other investments, by citing various indices such as
The Bank Rate Monitor National Index (provided by Bank Rate Monitor(TM)) which
measures the average rate paid on bank money market accounts, NOW accounts
and certificates of deposits by the 100 largest banks and thrifts in the top
ten metro areas.  When comparing the Trust's yield with that of other
investments, investors should understand that certain other investment
alternatives such as certificates of deposit, U.S. government securities,
money market instruments or bank accounts may provide fixed yields and may be
insured or guaranteed.

      From time to time,  the  Trust may  include  in its  advertisements  and
sales  literature  performance  information  about  the  Trust  cited in other
newspapers  and  periodicals,  such as The New York  Times,  which may include
performance quotations from other sources.

From time to time the Trust may include in its advertisements and sales literature
the total return performance of a hypothetical investment account that
includes shares of the Trust and other Oppenheimer funds. The combined
account may be part of an illustration of an asset allocation model or
similar presentation. The account performance may combine total return
performance of the Trust and the total return performance of other
Oppenheimer funds included in the account. Additionally, from time to time,
the Trust's advertisements and sales literature may include, for illustrative
or comparative purposes, statistical data or other information about general
or specific market and economic conditions. That may include, for example,
o     information  about the performance of certain  securities or commodities
            markets or segments of those markets,
o     information  about  the  performance  of  the  economies  of  particular
            countries or regions,
o     the   earnings  of   companies   included  in  segments  of   particular
            industries,   sectors,   securities  markets,  countries  or
            regions,
o     the  availability  of  different  types of  securities  or  offerings of
            securities,
o     information  relating to the gross national or gross domestic product of
            the United States or other countries or regions,
o     comparisons   of  various  market  sectors  or  indices  to  demonstrate
            performance, risk, or other characteristics of the Trust.

ABOUT YOUR ACCOUNT

How to Buy Shares


Determination of Net Asset Value Per Share. The net asset value per share of
the Trust is determined twice each day that the New York Stock Exchange (the
"NYSE") is open, at 12:00 Noon and at 4:00 p.m., on each day that the NYSE is
open, by dividing the value of the Trust's net assets by the total number of
shares outstanding. All references to time in this Statement of Additional
Information mean "Eastern time." The NYSE's most recent annual announcement
regarding holidays and days when the market may close early is available on
-----------------------------------------------------------    ----------
the NYSE's website at www.nyse.com.
-----------------------------------


      The Trust's Board of Trustees has adopted the amortized cost method to
value the Trust's portfolio securities.  Under the amortized cost method, a
security is valued initially at its cost and its valuation assumes a constant
amortization of any premium or accretion of any discount, regardless of the
impact of fluctuating interest rates on the market value of the security.
This method does not take into consideration any unrealized capital gains or
losses on securities.  While this method provides certainty in valuing
securities, in certain periods the value of a security determined by
amortized cost may be higher or lower than the price the Trust would receive
if it sold the security.

      The Trust's Board of Trustees has established procedures reasonably
designed to stabilize the Trust's net asset value at $1.00 per share.  Those
procedures include a review of the valuations of the Trust's portfolio
holdings by the Board of Trustees, at intervals it deems appropriate, to
determine whether the Trust's net asset value calculated by using available
market quotations deviates from $1.00 per share based on amortized cost.

      The Board of Trustees will examine the extent of any deviation between
the Trust's net asset value based upon available market quotations and
amortized cost. If the Trust's net asset value were to deviate from $1.00 by
more than 0.5%, Rule 2a-7 requires the Board of Trustees to consider what
action, if any, should be taken. If they find that the extent of the
deviation may cause a material dilution or other unfair effects on
shareholders, the Board of Trustees will take whatever steps it considers
appropriate to eliminate or reduce the dilution, including, among others,
withholding or reducing dividends, paying dividends from capital or capital
gains, selling portfolio instruments prior to maturity to realize capital
gains or losses or to shorten the average maturity of the portfolio, or
calculating net asset value per share by using available market quotations.

      During periods of declining interest rates, the daily yield on shares
of the Trust may tend to be lower (and net investment income and dividends
higher) than those of a fund holding the identical investments as the Trust
but which used a method of portfolio valuation based on market prices or
estimates of market prices. During periods of rising interest rates, the
daily yield of the Trust would tend to be higher and its aggregate value
lower than that of an identical portfolio using market price valuation.

How to Sell Shares

The information below supplements the terms and conditions for redeeming
shares set forth in the Prospectus.

Checkwriting.  When a check is presented to the Bank for clearance, the Bank
will ask the Trust to redeem a sufficient number of full and fractional
shares in the shareholder's account to cover the amount of the check.  This
enables the shareholder to continue receiving dividends on those shares until
the check is presented to the Trust.  Checks may not be presented for payment
at the offices of the Bank or the Trust's Custodian.  This limitation does
not affect the use of checks for the payment of bills or to obtain cash at
other banks.  The Trust reserves the right to amend, suspend or discontinue
offering checkwriting privileges at any time. The Trust will provide you
notice whenever it is required to do so by applicable law.

      In choosing to take advantage of the checkwriting privilege, by signing
the account application or by completing a checkwriting card, each individual
who signs:
(1)   for individual accounts, represents that they are the registered
         owner(s) of the shares of the Trust in that account;
(2)   for accounts for corporations, partnerships, trusts and other entities,
         represents that they are an officer, general partner, trustee or
         other fiduciary or agent, as applicable, duly authorized to act on
         behalf of the registered owner(s);
(3)   authorizes the Trust, its Transfer Agent and any bank through which the
         Trust's drafts (checks) are payable to pay all checks drawn on the
         Trust account of such person(s) and to redeem a sufficient amount of
         shares from that account to cover payment of each check;
      (4)               specifically acknowledges that if they choose to
         permit checks to be honored if there is a single signature on checks
         drawn against joint accounts, or accounts for corporations,
         partnerships, trusts or other entities, the signature of any one
         signatory on a check will be sufficient to authorize payment of that
         check and redemption from the account, even if that account is
         registered in the names of more than one person or more than one
         authorized signature appears on the checkwriting card or the
         application, as applicable;
(5)   understands that the checkwriting privilege may be terminated or
         amended at any time by the Trust and/or the Trust's bank; and
(6)   acknowledges and agrees that neither the Trust nor its bank shall incur
         any liability for that amendment or termination of checkwriting
         privileges or for redeeming shares to pay checks reasonably believed
         by them to be genuine, or for returning or not paying checks that
         have not been accepted for any reason.

Sending Redemption Proceeds by Federal Funds Wire.  The Federal Funds wire of
redemptions proceeds may be delayed if the Trust's custodian bank is not open
for business on a day when the Trust would normally authorize the wire to be
made, which is usually the Trust's next regular business day following the
redemption.  In those circumstances, the wire will not be transmitted until
the next bank business day on which the Trust is open for business.  No
distributions will be paid on the proceeds of redeemed shares awaiting
transfer by Federal Funds wire

Distributions From Retirement Plans.  Requests for distributions from
OppenheimerFunds-sponsored IRAs, SEP-IRAs, SIMPLE IRAs, 403(b)(7) custodial
plans, 401(k) plans or pension or profit-sharing plans should be addressed to
"Trustee, OppenheimerFunds Retirement Plans," c/o the Transfer Agent at its
address listed in "How To Sell Shares" in the Prospectus or on the back cover
of this Statement of Additional Information.  The request must:

(1)   state the reason for the distribution;
(2)   state the owner's awareness of tax penalties if the distribution is
         premature; and
(3)   conform to the requirements of the plan and the Trust's other
         redemption requirements.

      Participants (other than self-employed persons) in
OppenheimerFunds-sponsored pension or profit-sharing plans with shares of the
Trust held in the name of the plan or its fiduciary may not directly request
redemption of their accounts.  The plan administrator or fiduciary must sign
the request.

      Distributions from pension and profit sharing plans are subject to
special requirements under the Internal Revenue Code and certain documents
(available from the Transfer Agent) must be completed and submitted to the
Transfer Agent before the distribution may be made. Distributions from
retirement plans are subject to withholding requirements under the Internal
Revenue Code, and IRS Form W-4P (available from the Transfer Agent) must be
submitted to the Transfer Agent with the distribution request, or the
distribution may be delayed.  Unless the shareholder has provided the
Transfer Agent with a certified tax identification number, the Internal
Revenue Code requires that tax be withheld from any distribution even if the
shareholder elects not to have tax withheld.  The Trust, the Manager, the
Distributor, the Sub-Distributor, and the Transfer Agent assume no
responsibility to determine whether a distribution satisfies the conditions
of applicable tax laws and will not be responsible for any tax penalties
assessed in connection with a distribution.







How to Exchange Shares

As stated in the Prospectus, direct shareholders can exchange shares of the
Trust for Class A shares of any of the following eligible funds:


Oppenheimer AMT-Free Municipals           Oppenheimer Main Street Fund
Oppenheimer AMT-Free New York Municipals  Oppenheimer Main Street Opportunity Fund
Oppenheimer Balanced Fund                 Oppenheimer Main Street Small Cap Fund
Oppenheimer California Municipal Fund     Oppenheimer Main Street MidCap Fund
Oppenheimer Capital Appreciation Fund     Oppenheimer New Jersey Municipal Fund
Oppenheimer Capital Income Fund           Oppenheimer Pennsylvania Municipal Fund

                                          Oppenheimer   Principal  Protected  Main

Oppenheimer Champion Income Fund          Street Fund

                                          Oppenheimer   Principal  Protected  Main

Oppenheimer Convertible Securities Fund   Street Fund II
                                          Oppenheimer   Principal  Portected  Main
Oppenheimer Core Bond Fund                Street Fund III
Oppenheimer Developing Markets Fund       Oppenheimer Quest Balanced Fund
                                          Oppenheimer  Quest  Capital  Value Fund,
Oppenheimer Disciplined Allocation Fund   Inc.
                                          Oppenheimer  Quest  International  Value
Oppenheimer Discovery Fund                Fund, Inc.
                                          Oppenheimer   Quest   Opportunity  Value
Oppenheimer Dividend Growth Fund          Fund
Oppenheimer Emerging Growth Fund          Oppenheimer Value Fund, Inc.
Oppenheimer Emerging Technologies Fund    Oppenheimer Real Asset Fund
Oppenheimer Enterprise Fund               Oppenheimer Real Estate Fund
                                          Oppenheimer      Rochester      National
Oppenheimer Equity Fund, Inc.             Municipals
Oppenheimer Global Fund                   Oppenheimer Select Value Fund
Oppenheimer Global Opportunities Fund     Oppenheimer Small Cap Value Fund
Oppenheimer Gold & Special Minerals Fund  Oppenheimer Strategic Income Fund
Oppenheimer Growth Fund                   Oppenheimer Total Return Bond Fund
Oppenheimer High Yield Fund               Oppenheimer U.S. Government Trust
Oppenheimer International Bond Fund       Oppenheimer Value Fund Fund
Oppenheimer International Growth Fund     Limited-Term New York Municipal Fund
Oppenheimer  International  Small Company
Fund                                      Rochester Fund Municipals
Oppenheimer International Large Cap Core
Fund
Oppenheimer International Value Fund
Oppenheimer Limited Term California
Municipal Fund
Oppenheimer Limited Term Government Fund
Oppenheimer Limited Term Municipal Fund


And the following money market funds:


Oppenheimer Cash Reserves                 Centennial Money Market Trust
Oppenheimer Money Market Fund, Inc.       Centennial New York Tax Exempt Trust
Centennial California Tax Exempt Trust    Centennial Tax Exempt Trust
Centennial Government Trust




      Shares of the Trust purchased without a sales charge may be exchanged
for shares of an eligible fund offered with a sales charge upon payment of
the sales charge.  Shares of the Trust acquired by reinvestment of dividends
or distributions from the Trust or any of the other eligible funds (other
than Oppenheimer Cash Reserves) or from any unit investment trust for which
reinvestment arrangements have been made with the Distributor may be
exchanged at net asset value for shares of any of the eligible funds.

|X|   Limits on Multiple Exchange Orders.  The Trust reserves the right to
reject telephone or written exchange requests submitted in bulk by anyone on
behalf of more than one account.

|X|   Telephone Exchange Requests.  When exchanging shares by telephone, a
direct shareholder must have an existing account in the fund to which the
exchange is to be made.  Otherwise, the investor must obtain a prospectus of
that fund before the exchange request may be submitted. If all telephone
lines are busy (which might occur, for example, during periods of substantial
market fluctuations), shareholders might not be able to request exchanges by
telephone and would have to submit written exchange requests.

|X|   Processing Exchange Requests.  Shares to be exchanged are redeemed on
the regular business day the Transfer Agent receives an exchange request in
proper form (the "Redemption Date").  Normally, shares of the fund to be
acquired are purchased on the Redemption Date, but such purchases may be
delayed by either fund up to five business days if it determines that it
would be disadvantaged by an immediate transfer of the redemption proceeds.
The Trust reserves the right, in its discretion, to refuse any exchange
request that may disadvantage it. For example, if the receipt of multiple
exchange requests from a dealer might require the disposition of portfolio
securities at a time or at a price that might be disadvantageous to the
Trust, the Trust may refuse the request.

      In connection with any exchange request, the number of shares exchanged
may be less than the number requested if the exchange or the number requested
would include shares subject to a restriction cited in the Prospectus or this
Statement of Additional Information or would include shares covered by a
share certificate that is not tendered with the request.  In those cases,
only the shares available for exchange without restriction will be
exchanged.

      The different eligible funds available for exchange have different
investment objectives, policies and risks.  A shareholder should assure that
the fund selected is appropriate for his or her investment and should be
aware of the tax consequences of an exchange.  For federal income tax
purposes, an exchange transaction is treated as a redemption of shares of one
fund and a purchase of shares of another.  The Trust, the Distributor, the
Sub-Distributor, and the Transfer Agent are unable to provide investment, tax
or legal advice to a shareholder in connection with an exchange request or
any other investment transaction.

      The Trust may amend, suspend or terminate the exchange privilege at any
time.  Although, the Trust may impose these changes at any time, it will
provide you with notice of those changes whenever it is required to do so by
applicable law.  It may be required to provide 60 days notice prior to
materially amending or terminating the exchange privilege.  That 60-day
notice is not required in extraordinary circumstances.

Dividends and Taxes

Tax Status of the Trust's Dividends, Distributions and Redemptions of
Shares.  The federal tax treatment of the Trust's dividends and capital gains
distributions is briefly highlighted in the Prospectus. The following is only
a summary of certain additional tax considerations generally affecting the
Trust and its shareholders.

      The tax discussion in the Prospectus and this Statement of Additional
Information is based on tax law in effect on the date of the Prospectus and
this Statement of Additional Information. Those laws and regulations may be
changed by legislative, judicial, or administrative action, sometimes with
retroactive effect. State and local tax treatment of ordinary income
dividends and capital gain dividends from regulated investment companies may
differ from the treatment under the Internal Revenue Code described below.
Potential purchasers of shares of the Trust are urged to consult their tax
advisers with specific reference to their own tax circumstances as well as
the consequences of federal, state and local tax rules affecting an
investment in the Trust.

|X|   Qualification as a Regulated Investment Company.  The Trust has elected
to be taxed as a regulated investment company under Subchapter M of the
Internal Revenue Code of 1986, as amended.  As a regulated investment
company, the Trust is not subject to federal income tax on the portion of its
net investment income (that is, taxable interest, dividends, and other
taxable ordinary income, net of expenses) and capital gain net income (that
is, the excess of net long-term capital gains over net short-term capital
losses) that it distributes to shareholders. That qualification enables the
Trust to "pass through" its income and realized capital gains to shareholders
without having to pay tax on them. This avoids a "double tax" on that income
and capital gains, since shareholders normally will be taxed on the dividends
and capital gains they receive from the Trust (unless their Trust shares are
held in a retirement account or the shareholder is otherwise exempt from
tax).

      The Internal Revenue Code contains a number of complex tests relating
to qualification that the Trust might not meet in a particular year. If it
did not qualify as a regulated investment company, the Trust would be treated
for tax purposes as an ordinary corporation and would receive no tax
deduction for payments made to shareholders.

      To qualify as a regulated investment company, the Trust must distribute
at least 90% of its investment company taxable income (in brief, net
investment income and the excess of net short-term capital gain over net
long-term capital loss) for the taxable year. The Trust must also satisfy
certain other requirements of the Internal Revenue Code, some of which are
described below.  Distributions by the Trust made during the taxable year or,
under specified circumstances, within 12 months after the close of the
taxable year, will be considered distributions of income and gains for the
taxable year and will therefore count toward satisfaction of the
above-mentioned requirement.

      To qualify as a regulated investment company, the Trust must derive at
least 90% of its gross income from dividends, interest, certain payments with
respect to securities loans, gains from the sale or other disposition of
stock or securities or foreign currencies (to the extent such currency gains
are directly related to the regulated investment company's principal business
of investing in stock or securities) and certain other income.

      In addition to satisfying the requirements described above, the Trust
must satisfy an asset diversification test in order to qualify as a regulated
investment company.  Under that test, at the close of each quarter of the
Trust's taxable year, at least 50% of the value of the Trust's assets must
consist of cash and cash items (including receivables), U.S. government
securities, securities of other regulated investment companies, and
securities of other issuers. As to each of those issuers, the Trust must not
have invested more than 5% of the value of the Trust's total assets in
securities of each such issuer and the Trust must not hold more than 10% of
the outstanding voting securities of each such issuer. No more than 25% of
the value of its total assets may be invested in the securities of any one
issuer (other than U.S. government securities and securities of other
regulated investment companies), or in two or more issuers which the Trust
controls and which are engaged in the same or similar trades or businesses.
For purposes of this test, obligations issued or guaranteed by certain
agencies or instrumentalities of the U.S. government are treated as U.S.
government securities.

|X|   Excise Tax on Regulated Investment Companies. Under the Internal
Revenue Code, by December 31 each year, the Trust must distribute 98% of its
taxable investment income earned from January 1 through December 31 of that
year and 98% of its capital gains realized in the period from November 1 of
the prior year through October 31 of the current year. If it does not, the
Trust must pay an excise tax on the amounts not distributed. It is presently
anticipated that the Trust will meet those requirements. To meet this
requirement, in certain circumstances the Trust might be required to
liquidate portfolio investments to make sufficient distributions to avoid
excise tax liability. However, the Board of Trustees and the Manager might
determine in a particular year that it would be in the best interests of
shareholders for the Trust not to make such distributions at the required
levels and to pay the excise tax on the undistributed amounts. That would
reduce the amount of income or capital gains available for distribution to
shareholders.

|X|   Taxation of Trust Distributions.  The Trust anticipates distributing
substantially all of its investment company taxable income for each taxable
year.  Those distributions will be taxable to shareholders as ordinary income
and treated as dividends for federal income tax purposes.

      Special provisions of the Internal Revenue Code govern the eligibility
of the Trust's dividends for the dividends-received deduction for corporate
shareholders.  Long-term capital gains distributions are not eligible for the
deduction.  The amount of dividends paid by the Trust that may qualify for
the deduction is limited to the aggregate amount of qualifying dividends that
the Trust derives from portfolio investments that the Trust has held for a
minimum period, usually 46 days. A corporate shareholder will not be eligible
for the deduction on dividends paid on Trust shares held for 45 days or
less.  To the extent the Trust's dividends are derived from gross income from
option premiums, interest income or short-term gains from the sale of
securities or dividends from foreign corporations, those dividends will not
qualify for the deduction. Since it is anticipated that most of the Trust's
income will be derived from interest it receives on its investments, the
Trust does not anticipate that its distributions will qualify for this
deduction.

      The Trust may either retain or distribute to shareholders its net
capital gain for each taxable year.  The Trust currently intends to
distribute any such amounts.  If net long term capital gains are distributed
and designated as a capital gain distribution, it will be taxable to
shareholders as a long-term capital gain and will be properly identified in
reports sent to shareholders in January of each year. Such treatment will
apply no matter how long the shareholder has held his or her shares or
whether that gain was recognized by the Trust before the shareholder acquired
his or her shares.

      If the Trust elects to retain its net capital gain, the Trust will be
subject to tax on it at the 35% corporate tax rate.  If the Trust elects to
retain its net capital gain, the Trust will provide to shareholders of record
on the last day of its taxable year information regarding their pro rata
share of the gain and tax paid. As a result, each shareholder will be
required to report his or her pro rata share of such gain on their tax return
as long-term capital gain, will receive a refundable tax credit for his/her
pro rata share of tax paid by the Trust on the gain, and will increase the
tax basis for his/her shares by an amount equal to the deemed distribution
less the tax credit.

      Investment income that may be received by the Trust from sources within
foreign countries may be subject to foreign taxes withheld at the source.
The United States has entered into tax treaties with many foreign countries
which entitle the Trust to a reduced rate of, or exemption from, taxes on
such income.

      Distributions by the Trust that do not constitute ordinary income
dividends or capital gain distributions will be treated as a return of
capital to the extent of the shareholder's tax basis in their shares. Any
excess will be treated as gain from the sale of those shares, as discussed
below. Shareholders will be advised annually as to the U.S. federal income
tax consequences of distributions made (or deemed made) during the year. If
prior distributions made by the Trust must be re-characterized as a
non-taxable return of capital at the end of the fiscal year as a result of
the effect of the Trust's investment policies, they will be identified as
such in notices sent to shareholders.

      Distributions  by the Trust  will be  treated  in the  manner  described
above regardless of whether the  distributions  are paid in cash or reinvested
in  additional  shares  of  the  Trust  (or  of  another  fund).  Shareholders
receiving a distribution  in the form of additional  shares will be treated as
receiving a  distribution  in an amount  equal to the fair market value of the
shares received, determined as of the reinvestment date.


      The Trust will be required in certain cases to withhold 28% of ordinary
income dividends, capital gains distributions and the proceeds of the
redemption of shares, paid to any shareholder (1) who has failed to provide a
correct taxpayer identification number or to properly certify that number
-------
when required, (2) who is subject to backup withholding for failure to report
the receipt of interest or dividend income properly, or (3) who has failed to
certify to the Trust that the shareholder is not subject to backup
withholding or is an "exempt recipient" (such as a corporation). Any tax
withheld by the Trust is remitted by the Trust to the U.S. Treasury and is
identified in reports mailed to shareholders in January of each year with a
copy sent to the IRS.


|X|   Tax Effects of Redemptions of Shares. If a shareholder redeems all or a
portion of his/her shares, the shareholder will recognize a gain or loss on
       -
the redeemed shares in an amount equal to the difference between the proceeds
of the redeemed shares and the shareholder's adjusted tax basis in the
shares.  All or a portion of any loss recognized in that manner may be
disallowed if the shareholder purchases other shares of the Trust within 30
days before or after the redemption.

      In general, any gain or loss arising from the redemption of shares of
the Trust will be considered capital gain or loss, if the shares were held as
a capital asset. It will be long-term capital gain or loss if the shares were
held for more than one year.  However, any capital loss arising from the
redemption of shares held for six months or less will be treated as a
long-term capital loss to the extent of the amount of capital gain dividends
received on those shares. Special holding period rules under the Internal
Revenue Code apply in this case to determine the holding period of shares and
there are limits on the deductibility of capital losses in any year.


|X|   Foreign Shareholders.  Under U.S. tax law, taxation of a shareholder
who is a foreign person (including, but not limited to, a nonresident alien
individual, a foreign trust, a foreign estate, a foreign corporation, or a
foreign partnership) primarily depends on whether the foreign person's income
from the Trust is effectively connected with the conduct of a U.S. trade or
business. Typically, ordinary income dividends paid (not including
exempt-interest dividends paid by the Trust) from a mutual fund are not
considered "effectively connected" income.

      Ordinary income dividends that are paid by the Trust (and are deemed
not "effectively connected income") to foreign persons will be subject to a
U.S. tax withheld by the Trust at a rate of 30%, provided the Trust obtains a
properly completed and signed Certificate of Foreign Status. The tax rate may
be reduced if the foreign person's country of residence has a tax treaty with
the U.S. allowing for a reduced tax rate on ordinary income dividends paid by
the Trust. Any tax withheld by the Trust is remitted by the Trust to the U.S.
Treasury and is identified in reports mailed to shareholders in March of each
year with a copy sent to the IRS.


      If the ordinary income dividends from the Trust are effectively
                                                      ---
connected with the conduct of a U.S. trade or business, then the foreign
person may claim an exemption from the U.S. tax described above provided the
Trust obtains a properly completed and signed Certificate of Foreign Status.


      If the foreign person fails to provide a certification of his/her
foreign status, the Trust will be required to withhold U.S. tax at a rate of
28% on ordinary income dividends, capital gains distributions and the
proceeds of the redemption of shares, paid to any foreign person. Any tax
withheld (in this situation) by the Trust is remitted by the Trust to the
U.S. Treasury and is identified in reports mailed to shareholders in January
of each year with a copy sent to the IRS.


      The tax consequences to foreign persons entitled to claim the benefits
of an applicable tax treaty may be different from those described herein.
Foreign shareholders are urged to consult their own tax advisors or the U.S.
Internal Revenue Service with respect to the particular tax consequences to
them of an investment in the Trust, including the applicability of the U.S.
withholding taxes described above.

Dividend Reinvestment in Another Trust.  Direct shareholders of the Trust may
elect to reinvest all dividends and/or capital gains distributions in Class A
shares of any eligible fund listed above. To elect this option, the
shareholder must notify the Transfer Agent in writing and must have an
existing account in the fund selected for reinvestment.  Otherwise, the
shareholder first must obtain a prospectus for that fund and an application
from the Distributor to establish an account.  The investment will be made at
the close of business on the payable date of the dividend or distribution.

Additional Information About the Trust

The Distributor.  The Trust's shares are sold through dealers, brokers and
other financial institutions that have a sales agreement with the
Sub-Distributor.  The Distributor and the Sub-Distributor also distribute
shares of the other funds managed by the Manager or an affiliate.

The Transfer Agent.  Shareholder Services, Inc., the Trust's Transfer Agent,
is responsible for maintaining the Trust's shareholder registry and
shareholder accounting records, and for paying dividends and distributions to
shareholders of the Trust.  It also handles shareholder servicing and
administrative functions.  It serves as the Transfer Agent for an annual per
account fee.

The Custodian.  Citibank, N.A. is the Custodian of the Trust's assets.  The
Custodian's responsibilities include safeguarding and controlling the Trust's
portfolio securities and handling the delivery of such securities to and from
the Trust.  It is the practice of the Trust to deal with the Custodian in a
manner uninfluenced by any banking relationship the Custodian may have with
the Manager and its affiliates.  The Trust's cash balances with the Custodian
in excess of $100,000 are not protected by federal deposit insurance.  Those
uninsured balances at times may be substantial.


Independent Registered Public Accounting Firm.  Deloitte & Touche LLP serves
as the Independent Registered Public Accounting firm for the Trust.  Deloitte
& Touche LLP audits the Trust's financial statements and performs other
related audit services, Deloitte & Touche LLP also acts as the independent
registered public accounting firm for certain other funds advised by the
Manager and it's affiliates. Audit and Non-audit services provided by
Deloitte & Touche LLP to the Trust and certain related companies must also be
pre-approved by the Audit Committee.









A-4

                                  Appendix A

                      Description of Securities Ratings

Below is a description of the two highest rating categories for Short Term
Debt and Long Term Debt by the "Nationally-Recognized Statistical Rating
Organizations" which the Manager evaluates in purchasing securities on behalf
of the Trust.  The ratings descriptions are based on information supplied by
the ratings organizations to subscribers.

SHORT TERM DEBT RATINGS.

Moody's Investors Service, Inc.  ("Moody's")

The following rating designations for commercial paper (defined by Moody's as
promissory obligations not having original maturity in excess of nine
months), are judged by Moody's to be investment grade, and indicate the
relative repayment capacity of rated issuers:

Prime-1: Superior capacity for repayment.  Capacity will normally be
evidenced by the following characteristics: (a) leading market positions in
well-established industries; (b) high rates of return on funds employed; (c)
conservative capitalization structure with moderate reliance on debt and
ample asset protection; (d) broad margins in earning coverage of fixed
financial charges and high internal cash generation; and (e) well-established
access to a range of financial markets and assured sources of alternate
liquidity.

Prime-2: Strong capacity for repayment.  This will normally be evidenced by
many of the characteristics cited above but to a lesser degree.  Earnings
trends and coverage ratios, while sound, will be more subject to variation.
Capitalization characteristics, while still appropriate, may be more affected
by external conditions.  Ample alternate liquidity is maintained.

      Moody's ratings for state and municipal short-term obligations are
designated "Moody's Investment Grade" ("MIG"). Short-term notes which have
demand features may also be designated as "VMIG."  These rating categories
are as follows:

MIG 1/VMIG 1: Denotes superior credit quality. Excellent protection is
afforded by established cash flows, highly reliable liquidity support or
demonstrated broad-based access to the market for refinancing.

MIG 2/VMIG 2: Denotes strong credit quality. Margins of protection are ample
although not as large as in the preceding group.

Standard & Poor's Ratings Services, a division of The McGraw-Hill  Companies,
------------------------------------------------------------------------------
Inc. ("Standard and Poor's")
----------------------------

The following ratings by Standard and Poor's for commercial paper (defined by
Standard and Poor's as debt having an original maturity of no more than 365
days) assess the likelihood of payment:






A-1: Obligation is rated in the highest category. The obligor's capacity to
meet its financial commitment on the obligation is strong. Within this
category, a plus (+) sign designation indicates the obligor's capacity to
meet its financial obligation is extremely strong.

A-2: Obligation is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than obligations in higher
rating categories. However, the obligor's capacity to meet its financial
commitment on the obligation is satisfactory.

Standard and Poor's ratings for Municipal Notes due in 3 years or less:
------------------------------------------------------------------------

SP-1: Strong capacity to pay principal and interest. An issue determined to
possess a very strong capacity to pay debt service is given a (+) designation.

SP-2: Satisfactory capacity to pay principal and interest, with some
vulnerability to adverse financial and economic changes over the term of the
notes.

Standard and Poor's assigns "dual ratings" to all municipal debt issues that
have a demand or double feature as part of their provisions.  The first
rating addresses the likelihood of repayment of principal and interest as
due, and the second rating addresses only the demand feature.  With
short-term demand debt, Standard and Poor's note rating symbols are used with
the commercial paper symbols (for example, "SP-1+/A-1+").


Fitch, Inc. ("Fitch")
---------------------

Fitch assigns the following short-term ratings to debt obligations that are
payable on demand or have original maturities of generally up to three years,
including commercial paper, certificates of deposit, medium-term notes, and
municipal and investment notes:

F1: Highest credit quality. Strongest capacity for timely payment of
financial commitments. May have an added "+" to denote any exceptionally
strong credit feature.

F2: Good credit quality. A satisfactory capacity for timely payment of
financial commitments, but the margin of safety is not as great as in the
case of higher ratings.

Dominion Bond Rating Service Limited ("DBRS")
------------------------------------------------------------------------------

R-1: Short term debt rated "R-1 (high)" is of the highest credit quality,  and
indicates  an entity which  possesses  unquestioned  ability to repay  current
liabilities  as they  fall  due.  Entities  rated  in this  category  normally
maintain   strong   liquidity   positions,   conservative   debt   levels  and
profitability  which is both stable and above average.  Companies achieving an
"R-1  (high)"  rating are  normally  leaders in  structurally  sound  industry
segments with proven track records,  sustainable  positive  future results and
no  substantial   qualifying  negative  factors.  Given  the  extremely  tough
definition  which DBRS has established  for an "R-1 (high)",  few entities are
strong enough to achieve this rating.  Short term debt rated "R-1 (middle)" is
of  superior  credit  quality  and, in most  cases,  ratings in this  category
differ from "R-1 (high)"  credits to only a small degree.  Given the extremely
tough  definition  which  DBRS has for the "R-1  (high)"  category  (which few
companies  are  able to  achieve),  entities  rated  "R-1  (middle)"  are also
considered strong credits which typically  exemplify above average strength in
key areas of  consideration  for debt  protection.  Short term debt rated "R-1
(low)" is of  satisfactory  credit quality.  The overall  strength and outlook
for key liquidity,  debt and profitability ratios is not normally as favorable
as  with  higher  rating  categories,   but  these  considerations  are  still
respectable.  Any  qualifying  negative  factors  which  exist are  considered
manageable,  and the  entity  is  normally  of  sufficient  size to have  some
influence in its industry.

R-2:  Short term debt rated  "R-2" is of  adequate  credit  quality and within
the three subset grades  (high,  middle,  low),  debt  protection  ranges from
having reasonable  ability for timely repayment to a level which is considered
only just  adequate.  The  liquidity  and debt ratios of entities in the "R-2"
classification are not as strong as those in the "R-1" category,  and the past
and future  trend may suggest  some risk of  maintaining  the  strength of key
ratios  in  these  areas.   Alternative   sources  of  liquidity  support  are
considered  satisfactory;  however,  even the strongest liquidity support will
not improve the commercial paper rating of the issuer.  The size of the entity
may restrict  its  flexibility,  and its relative  position in the industry is
not typically as strong as the "R-1 credit".  Profitability  trends,  past and
future,  may be less  favorable,  earnings not as stable,  and there are often
negative  qualifying  factors  present  which  could also make the entity more
vulnerable to adverse changes in financial and economic conditions.

LONG TERM DEBT RATINGS.

These ratings are relevant for securities purchased by the Trust with a
remaining maturity of 397 days or less, or for rating issuers of short-term
obligations.


Moody's
-------

Bonds (including municipal bonds) are rated as follows:

Aaa: Judged to be the best quality. They carry the smallest degree of
investment risk and are generally referred to as "gilt edged."  Interest
payments are protected by a large or by an exceptionally stable margin and
principal is secure.  While the various protective elements are likely to
change, the changes that can be expected are most unlikely to impair the
fundamentally strong position of such issues.

Aa: Judged to be of high quality by all standards. Together with the "Aaa"
group, they comprise what are generally known as high-grade bonds.  They are
rated lower than the best bonds because margins of protection may not be as
large as with "Aaa" securities or fluctuation of protective elements may be
of greater amplitude or there may be other elements present which make the
long-term risk appear somewhat larger than that of "Aaa" securities.

      Moody's applies numerical modifiers "1", "2" and "3" in its "Aa" rating
classification. The modifier "1" indicates that the obligation ranks in the
higher end of its generic rating category; the modifier "2" indicates a
mid-range ranking; and the modifier "3" indicates a ranking in the lower end
of that generic rating category.


Standard and Poor's
-------------------

Bonds (including municipal bonds maturing beyond 3 years) are rated as
follows:

AAA: Bonds rated "AAA" have the highest rating assigned by Standard & Poor's.
The obligor's capacity to meet its financial commitment on the obligation is
extremely strong.

AA: Bonds rated "AA" differ from the highest rated obligations only in small
degree. A strong capacity to meet its financial commitment on the obligation
is very strong.


Fitch
-----

AAA: Highest Credit Quality. "AAA" ratings denote the lowest expectation of
credit risk. They are assigned only in the case of exceptionally strong
capacity for timely payment of financial commitments. This capacity is highly
unlikely to be adversely affected by foreseeable events.

AA: Very High Credit Quality. "AA" ratings denote a very low expectation of
credit risk. They indicate a very strong capacity for timely payment of
financial commitments. This capacity is not significantly vulnerable to
foreseeable events.

      Because bonds rated in the "AAA" and "AA" categories are not
significantly vulnerable to foreseeable future developments, short-term debt
of these issuers is generally rated "F-1+."










A-2

                                     B-1

                                  Appendix B

------------------------------------------------------------------------------
                           Industry Classifications
------------------------------------------------------------------------------

Aerospace & Defense               Industrial Conglomerates
Air Freight & Couriers            Insurance
Airlines                          Internet & Catalog Retail
Asset Backed Securities           Internet Software & Services
Auto Components                   IT Services
Automobiles                       Leasing & Factoring
Beverages                         Leisure Equipment & Products
Biotechnology                     Machinery
Broker-Dealer                     Marine
Building Products                 Media
Capital Markets                   Metals & Mining
Chemicals                         Multiline Retail
Commercial Banks                  Multi-Utilities
Commercial Finance                Municipal
Commercial Services & Supplies    Office Electronics
Communications Equipment          Oil & Gas
Computers & Peripherals           Paper & Forest Products
Construction & Engineering        Personal Products
Construction Materials            Pharmaceuticals
Consulting & Services             Real Estate
Consumer Finance                  Repurchase Agreements
Containers & Packaging            Road & Rail
Distributors                      Semiconductor and Semiconductor Equipment
Diversified Financial Services    Software
Diversified Telecommunication     Special Purpose Financial
Services
Electric Utilities                Specialty Retail
Electrical Equipment              Textiles, Apparel & Luxury Goods
Electronic Equipment &            Thrifts & Mortgage Finance
Instruments
Energy Equipment & Services       Tobacco
Food & Staples Retailing          Trading Companies & Distributors
Food Products                     Transportation Infrastructure
Foreign Government                U.S. Government Agencies-Full Faith and Credit
                                  Agencies
Gas Utilities                     U.S. Government Agencies-Government Sponsored
                                  Enterprises
Health Care Equipment & Supplies  U.S. Government Instrumentalities
Health Care Providers & Services  U.S. Government Obligations
Hotels Restaurants & Leisure      Water Utilities
Household Durables                Wireless Telecommunication Services











------------------------------------------------------------------------------
Centennial Money Market Trust
------------------------------------------------------------------------------

Investment Advisor and Distributor
Centennial Asset Management Corporation
6803 South Tucson Way
Centennial, Colorado 80112

Sub-Distributor
OppenheimerFunds Distributor, Inc.
P.O. Box 5254
Denver, Colorado 80217-5254

Transfer Agent
Shareholder Services, Inc.
P.O. Box 5143
Denver, Colorado 80217-5143
1.800.525.9130

Custodian of Portfolio Securities
Citibank, N.A.
111 Wall Street
New York, New York 10005

Independent Registered Public Accounting Firm
Deloitte & Touche LLP
555 Seventeenth Street
Denver, Colorado 80202

Counsel to the Trust
Myer, Swanson, Adams & Wolf, P.C.
1600 Broadway
Denver, Colorado 80202

Counsel to the Independent Trustees

Bell, Boyd, Lloyd LLC
Three First National Plaza
70 West Madison Street, Suite 3300
Chicago, Illinois  60602-4207

PX0150.001.1005




(1). In  accordance  with Rule 12b-1 of the  Investment  Company Act, the term
"Independent  Trustees" in this Statement of Additional  Information refers to
those  Trustees who are not  "interested  persons" of the Trust and who do not
have any direct or indirect  financial  interest in the  operation of the plan
or any agreement under the plan.

                        CENTENNIAL MONEY MARKET TRUST

                                  FORM N-1A

                                    PART C

                              OTHER INFORMATION



Item 23.  Exhibits
------------------


(a)   (i) Restated  Declaration of Trust dated  February 26, 1986:  Previously
filed  with  Registrant's  Post-Effective  Amendment  No. 14  (10/28/88),  and
refiled  with  Registrant's   Post-Effective   Amendment  No.  21  (10/28/94),
pursuant to Item 102 of Regulation S-T, and incorporated herein by reference.

      (ii)  Amendment  to Restated  Declaration  of Trust dated May 15,  1999:
Previously filed with Registrant's  Post-Effective Amendment No. 28 (8/27/99),
and incorporated herein by reference.

      (iii) Amendment  to the  Declaration  of Trust  dated  February 9, 2001:
Previously   filed  with   Registrant's   Post  Effective   Amendment  No.  33
(10/25/01), and incorporated herein by reference.

(iv)  Amendment  No. 3 to the Restated  Declaration  of Trust dated August 27,
2002:  Previously  filed with  Registrant's  Post  Effective  Amendment No. 34
(10/18/02), and incorporated herein by reference.

(b)   By-Laws,  as amended and restated  through October 24, 2000:  Previously
filed with  Registrant's  Post  Effective  Amendment  No. 33  (10/25/01),  and
incorporated herein by reference.

(c)   (i)  Specimen  Share  Certificate:  Previously  filed with  Registrant's
Post  Effective  Amendment  No.  33  (10/25/01),  and  incorporated  herein by
reference.

      (ii) Form of Specimen Share  Certificate for Class Y shares:  Previously
filed with  Registrant's  Post  Effective  Amendment  No. 33  (10/25/01),  and
incorporated herein by reference.


(d)   Amended and Restated  Investment  Advisory  Agreement dated November 11,
2003:  Previously  filed with  Registrant's  Post  Effective  Amendment No. 37
(8/27/04), and incorporated herein by reference.


(e)   (i)  General   Distributor's   Agreement   Centennial  Asset  Management
Corporation  dated October 13, 1992:  Previously filed with  Registrant's Post
Effective Amendment No. 20 (10/29/93), and incorporated herein by reference.

      (ii)  Sub-Distributor's  Agreement  between  Centennial Asset Management
Corporation  and  OppenheimerFunds  Distributor,  Inc.  dated  May  28,  1993:
Previously  filed  with  Post-Effective  Amendment  No.  20  (10/29/93),   and
incorporated herein by reference.

      (iii)  Form  of  Dealer   Agreement  of  Centennial   Asset   Management
Corporation:   Previously  filed  with  Post-Effective  Amendment  No.  23  of
Centennial  Government Trust (Reg. No. 2-75912),  (11/1/94),  and incorporated
herein by reference.

(f)   Form   of   Deferred    Compensation    Agreement   for    Disinterested
Trustees/Directors:   Filed  with  Post-Effective  Amendment  No.  40  to  the
Registration  Statement of  Oppenheimer  High Yield Fund (Reg.  No.  2-62076),
(10/27/98), and incorporated herein by reference.


(g)   (i)  Global  Custodial  Services  Agreement  dated  July 15,  2003,  and
amended on June 9, 2005 between  Registrant  and  Citibank,  N.A.,  Previously
filed with Oppenheimer  International  Diversified Fund's Initial Registration
Statement, on July 14, 2005, and incorporated herein by reference.

      (ii) Amended and Restated Foreign Custody Manager Agreement dated May
31, 2001, as amended July 15, 2003 between Registrant and Citibank, N.A.
Previously filed with Pre-effective Amendment #1 to the Registration
Statement of Oppenheimer International Large Cap Core Trust (Reg. No.
33-106014) on August 5, 2003, and incorporated herein by reference.


(h)   Not applicable.

(i)   Opinion and Consent of Counsel  dated  September  22,  1981:  Previously
filed with  Registrant's  Post-Effective  Amendment  No. 3 (9/29/81),  refiled
with  Registrant's  Post-Effective  Amendment No. 21  (10/28/94),  pursuant to
Item 102 of Regulation S-T and incorporated herein by reference.


(j)   Independent  Registered Public Accounting Firm's Consent: To be filed by
Amendment.


(k)   Not applicable.

(l)   Not applicable.

(m)   Service Plan and  Agreement  between  Registrant  and  Centennial  Asset
Management  Corporation  under Rule 12b-1 dated  August 24,  1993:  Previously
filed with  Registrant's  Post-Effective  Amendment  No. 20,  (10/29/93),  and
incorporated herein by reference.

(n)   Oppenheimer Funds Multiple Class Plan under Rule 18f-3 updated through
10/22/03: Previously filed with Post-Effective Amendment No. 30 to the
Registration Statement of Oppenheimer Discovery Fund (Reg. No. 33-00371),
11/20/03, and incorporated herein by reference.


(o)   Powers of Attorney dated December 13, 2004 for all Trustees/Directors
and Officers: Previously filed with Post-Effective Amendment No. 44 to the
Registration Statement of Oppenheimer Variable Account Funds, 2/25/05, and
incorporated herein by reference.

      Power of Attorney for Richard F. Grabish: Previously filed with
Post-Effective Amendment No. 20 to the Registration Statement of Centennial
California Tax Exempt Trust, August 15, 2005, and is incorporated herein by
reference.

(p)   Amended  and  Restated  Code of Ethics of the  Oppenheimer  Funds  dated
February  1, 2005,  under Rule 17j-1 of the  Investment  Company  Act of 1940:
Previously  filed  with the  Initial  Registration  Statement  of  Oppenheimer
Dividend Growth Fund (Reg.  333-122902),  2/1/05,  and incorporated  herein by
reference.

Item 24. - Persons Controlled by or Under Common Control with the Fund
----------------------------------------------------------------------


None.


Item 25. - Indemnification
--------------------------


Reference is made to the provisions of Article Seven of Registrant's Amended
and Restated Declaration of Trust filed as Exhibit 23(a) to this Registration
Statement, and incorporated herein by reference.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to trustees, officers and controlling persons of
Registrant pursuant to the foregoing provisions or otherwise, Registrant has
been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
Registrant of expenses incurred or paid by a trustee, officer or controlling
person of Registrant in the successful defense of any action, suit or
proceeding) is asserted by such trustee, officer or controlling person,
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be governed
by the final adjudication of such issue.


Item 26.  Business and Other Connections of Investment Adviser
--------  ----------------------------------------------------

(a)   Centennial Asset Management Corporation is the investment adviser of
the Registrant; it and certain subsidiaries and affiliates act in the same
capacity to other registered investment companies as described in Parts A and
B hereof and listed in Item 26(b) below.


(b)   There is set forth below information as to any other business,
profession, vocation or employment of a substantial nature in which each
officer and director of Centennial Asset Management Corporation is, or at any
time during the past two fiscal years has been, engaged for his/her own
account or in the capacity of director, officer, employee, partner or trustee.







---------------------------------------------------------------------------------
Name and Current Position
with Centennial Asset
Management Corporation       Other Business and Connections During the Past Two
                             Years
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Robert Agan,                 Vice President of OppenheimerFunds Distributor,
Vice President               Inc. and Shareholder Financial Services, Inc., OFI
                             Private Investments, Inc., and Senior Vice
                             President of Shareholder Services, Inc.

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Janette Aprilante,           Vice President and Secretary of OppenheimerFunds,
Secretary                    Inc.; Secretary of: OppenheimerFunds, Distributor,
                             Inc., Oppenheimer Partnership Holdings, Inc.,
                             Oppenheimer Real Asset Management, Inc.,
                             Shareholder Financial Services, Inc., Shareholder
                             Services, Inc., OppenheimerFunds Legacy Program,
                             HarbourView Asset Management Corporation, OFI
                             Private Investments, Inc. and OFI Institutional
                             Asset Management, Inc. and Assistant Secretary of
                             OFI Trust Company.

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Robert J. Bishop             Vice President of OppenheimerFunds, Inc.;
Treasurer                    Treasurer of OppenheimerFunds Distributor, Inc.

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

John C. Bonnell,             Vice President of OppenheimerFunds, Inc. Formerly
Vice President               a Portfolio Manager at Strong Financial Corporation

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Susan Cornwell               Vice President of OppenheimerFunds, Inc. and
Vice President               Shareholder Financial Services, Inc.: Senior Vice
                             President of Shareholder Services Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Kathleen T. Ives             Vice President and Assistant Secretary of
Assistant Secretary          OppenheimerFunds Distributor, Inc. and Shareholder
                             Services, Inc.; Vice President, Senior Counsel and
                             Assistant Secretary of OppenheimerFunds, Inc.;
                             Assistant Secretary of OppenheimerFunds Legacy
                             Program and Shareholder Financial Services, Inc.

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Susan Mattisinko,            Assistant Secretary of HarbourView Asset
Assistant Secretary          Management Corporation, OppenheimerFunds Legacy
                             Program, OFI Private Investments, Inc., OFI
                             Institutional Asset Management, Inc. and
                             Oppenheimer Real Asset Management, Inc. Formerly
                             an Associate at Sidley Austin Brown and Wood LP
                             (1995 - October 2003).

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

John V. Murphy,              Chairman, Chief Executive Officer, Director and
Director                     President of OppenheimerFunds, Inc.; President and
                             a director of Oppenheimer Acquisition Corp. and
                             Oppenheimer Partnership Holdings, Inc. Director of
                             OppenheimerFunds Distributor, Inc. Chairman and
                             Director of Shareholder Services, Inc. and
                             Shareholder Financial Services, Inc.; President
                             and Director of OppenheimerFunds Legacy Program;
                             Director of OFI Institutional Asset Management,
                             Inc., Trinity Investment Management Corporation,
                             Tremont Capital  Management, Inc., HarbourView
                             Asset Management Corporation, OFI Private
                             Investments, Inc.; President and Director of
                             Oppenheimer Real Asset Management, Inc.; Executive
                             Vice President of Massachusetts Mutual Life
                             Insurance Company; Director of DLB Acquisition
                             Corporation; a member of Investment Company
                             Institute's Board of Governors.

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

James H. Ruff,               President and Director of OppenheimerFunds
President & Director         Distributor, Inc.; Executive Vice President of OFI
                             Private Investments, Inc.; Vice President of
                             OppenheimerFunds, Inc.

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Mark S. Vandehey,            Senior Vice President and Chief Compliance Officer
Vice President & Chief       of OppenheimerFunds, Inc.; Vice President of
Compliance Officer           OppenheimerFunds Distributor, Inc. and Shareholder
                             Services, Inc. Formerly Vice President of
                             OppenheimerFunds, Inc.

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Barry D. Weiss,              Vice President of OppenheimerFunds, Inc. and of
Vice President               HarbourView Asset Management Corporation.

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Carol E. Wolf,               Senior Vice President of OppenheimerFunds, Inc.
Vice President               and of HarbourView Asset Management Corporation;
                             serves on the Board of the Colorado Ballet.

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Robert G. Zack               Executive Vice President and General Counsel of
General Counsel,             OppenheimerFunds, Inc.; General Counsel and
                             Director of OppenheimerFunds Distributor, Inc.;
                             Senior Vice President and General Counsel of
                             HarbourView Asset Management Corporation and OFI
                             Institutional Asset Management, Inc.; Senior Vice
                             President, General Counsel and Director of
                             Shareholder Financial Services, Inc., Shareholder
                             Services, Inc., OFI Private Investments, Inc. and
                             OFI Trust Company; Vice President and Director of
                             Oppenheimer Partnership Holdings, Inc.; Director
                             and Assistant Secretary of OppenheimerFunds plc;
                             Secretary and Generaly Counsel of Oppenheimer
                             Acquisition Corp.; Director and Assistant
                             Secretary of OppenheimerFunds International Ltd.;
                             Director of Oppenheimer Real Asset Management,
                             Inc. and OppenheimerFunds (Asia) Limited); Vice
                             President of OppenheimerFunds Legacy Program.

---------------------------------------------------------------------------------


The Oppenheimer Funds include the following:


Centennial California Tax Exempt Trust
Centennial Government Trust
Centennial Money Market Trust
Centennial New York Tax Exempt Trust
Centennial Tax Exempt Trust

Limited Term New York Municipal Fund (Rochester Portfolio Series)
Oppenheimer AMT Free Municipals
Oppenheimer AMT-Free New York Municipals
Oppenheimer Balanced Fund
Oppenheimer California Municipal Fund
Oppenheimer Capital Appreciation Fund
Oppenheimer Capital Income Fund
Oppenheimer Capital Preservation Fund
Oppenheimer Cash Reserves
Oppenheimer Champion Income Fund
Oppenheimer Convertible Securities Fund (Bond Fund Series)
Oppenheimer Core Bond Fund (a series of Oppenheimer Integrity Funds)
Oppenheimer Developing Markets Fund
Oppenheimer Discovery Fund
Oppenheimer Emerging Growth Fund
Oppenheimer Emerging Technologies Fund
Oppenheimer Enterprise Fund
Oppenheimer Equity Fund
Oppenheimer Global Fund
Oppenheimer Global Opportunities Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Growth Fund
Oppenheimer High Yield Fund
Oppenheimer International Bond Fund
Oppenheimer International Growth Fund
Oppenheimer  International  Large-Cap  Core  Fund  (a  series  of  Oppenheimer
International Large-Cap Core Trust)
Oppenheimer International Small Company Fund
Oppenheimer  International  Value Fund (a series of Oppenheimer  International
Value Trust)
Oppenheimer Limited Term California Municipal Fund
Oppenheimer Limited-Term Government Fund
Oppenheimer Main Street Fund (a series of Oppenheimer Main Street Funds, Inc.)
Oppenheimer Main Street Opportunity Fund
Oppenheimer Main Street Small Cap Fund
Oppenheimer MidCap Fund
Oppenheimer Money Market Fund, Inc.
Oppenheimer Multi-Sector Income Trust
Oppenheimer Multi-State Municipal Trust (3 series):

     Oppenheimer New Jersey Municipal Fund
     Oppenheimer Pennsylvania Municipal Fund
     Oppenheimer Rochester National Municipals

Oppenheimer Portfolio Series (4 series)
   Active Allocation Fund
   Aggressive Investor Fund
   Conservative Investor Fund
   Moderate Investor Fund
Oppenheimer  Principal  Protected  Main Street  Fund (a series of  Oppenheimer
Principal Protected Trust)
Oppenheimer  Principal  Protected Main Street Fund II (a series of Oppenheimer
Principal Protected Trust II)
Oppenheimer  Principal Protected Main Street Fund III (a series of Oppenheimer
Principal Protected Trust III)
Oppenheimer Quest Capital Value Fund, Inc.

Oppenheimer Quest For Value Funds (3 series)
     Oppenheimer Quest Balanced Fund
     Oppenheimer Quest Opportunity Value Fund
     Oppenheimer Small Cap Value Fund

Oppenheimer Quest International Value Fund, Inc.
Oppenheimer Quest Value Fund, Inc.
Oppenheimer Real Asset Fund
Oppenheimer Real Estate Fund
Oppenheimer Select Value Fund
Oppenheimer Senior Floating Rate Fund
Oppenheimer Series Fund, Inc. (2 series):

     Oppenheimer Disciplined Allocation Fund
     Oppenheimer Value Fund
Oppenheimer Strategic Income Fund
Oppenheimer Total Return Bond Fund
Oppenheimer Tremont Market Neutral Fund LLC
Oppenheimer Tremont Opportunity Fund LLC
Oppenheimer U.S. Government Trust
Oppenheimer Variable Account Funds (11 series):
     Oppenheimer Aggressive Growth Fund/VA
     Oppenheimer Balanced Fund/VA
     Oppenheimer Capital Appreciation Fund/VA

   Oppenheimer Core Bond Fund/VA
     Oppenheimer Global Securities Fund/VA
     Oppenheimer High Income Fund/VA
     Oppenheimer Main Street Fund/VA
     Oppenheimer Main Street Small Cap Fund/VA
     Oppenheimer Money Fund/VA
     Oppenheimer Strategic Bond Fund/VA
     Oppenheimer Value Fund/VA

Panorama Series Fund, Inc. (4 series):
     Growth Portfolio
     Government Securities Portfolio
     Oppenheimer International Growth Fund/VA
     Total Return Portfolio
Rochester Fund Municipals

The address of the  Oppenheimer  funds  listed  above,  Shareholder  Financial
Services,  Inc.,  Shareholder  Services,  Inc.,   OppenheimerFunds   Services,
Centennial   Asset   Management   Corporation,   Centennial   Capital   Corp.,
Oppenheimer Real Asset Management,  Inc. and  OppenheimerFunds  Legacy Program
is 6803 South Tucson Way, Centennial, Colorado 80112-3924.

The address of OppenheimerFunds,  Inc.,  OppenheimerFunds  Distributor,  Inc.,
HarbourView Asset Management  Corporation,  Oppenheimer  Partnership Holdings,
Inc.,  Oppenheimer  Acquisition  Corp.,  OFI Private  Investments,  Inc.,  OFI
Institutional  Asset  Management,  Inc. and  Oppenheimer  Trust Company is 225
Liberty Street-11th Floor, New York, New York 10281-1008.

The address of Tremont  Advisers,  Inc. is 555 Theodore  Fremd  Avenue,  Suite
206-C, Rye, New York 10580.

The  address  of  OppenheimerFunds  International  Ltd.  is Bloc C, Irish Life
Center, Lower Abbey Street, Dublin 1, Ireland.

The address of Trinity Investment  Management  Corporation is 301 North Spring
Street, Bellefonte, Pennsylvania 16823.


Item 27.  Principal Underwriter
-------   ---------------------

(a)   Centennial Asset Management Corporation is the Distributor of
Registrant's shares. It is also the Distributor of each of the other
registered open-end investment companies for which Centennial Asset
Management Corporation is the investment adviser, as described in Part A and
B of this Registration Statement and listed in Item 26(b) above.








(b)   The directors and officers of the Registrant's principal underwriter
are:

---------------------------------------------------------------------------------
Name & Principal                                          Position(s) and
Business Address     Position(s) & Office(s) with         Office(s)
                     Underwriter                          with Registrant
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Robert Agan((2))     Vice President                       None

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Janette Aprilante(1) Secretary                            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert J. Bishop(2)  Treasurer                            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

John C. Bonnell(2)   Vice President                       None

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Susan Cornwell(2)    Vice President                       None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kathleen T. Ives(2)  Assistant Secretary                  Assistant Secretary
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John V. Murphy(1)    Director                             President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James H. Ruff(1)     President & Director                 None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mark Vandehey(2)     Vice President                       Vice President and
                                                          Chief Compliance
                                                          Officer
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Barry D. Weiss(2)    Vice President                       None

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Carol E. Wolf(2)     Vice President                       None

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert G. Zack(1)    General Counsel                      Vice President &
                                                          Secretary
---------------------------------------------------------------------------------

(1)225 Liberty Street-11th Floor, New York, NY 10281-1008
(2)6803 South Tucson Way, Centennial, CO 80112-3924

(c)   Not applicable.


Item 28. Location of Accounts and Records
-----------------------------------------


The  accounts,  books  and  other  documents  required  to  be  maintained  by
Registrant  pursuant to Section  31(a) of the  Investment  Company Act of 1940
and rules  promulgated  thereunder are in the possession of  OppenheimerFunds,
Inc. at its offices at 6803 South Tucson Way, Centennial, Colorado 80112-3924.


Item 29. Management Services
----------------------------


Not applicable


Item 30. Undertakings
---------------------


Not applicable.











                                  SIGNATURES


Pursuant  to  the  requirements  of the  Securities  Act of  1933  and/or  the
Investment   Company  Act  of  1940,  the  Registrant  has  duly  caused  this
Registration  Statement  to be  signed  on  its  behalf  by  the  undersigned,
thereunto duly authorized,  in the County of Arapahoe and State of Colorado on
the  15th day of August, 2005.


                                                 CENTENNIAL MONEY MARKET TRUST

                                                      By:  /s/ John V. Murphy*
                                 ---------------------------------------------
                                                  John V. Murphy, President, &
                                                   Principal Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities on
the dates indicated:

Signatures                    Title                         Date
----------                    -----                         ----

/s/ William L. Armstrong *    Chairman,

----------------------------------                          & Trustee
August 15, 2005
William L. Armstrong


/s/ John V. Murphy*           President & Principal

----------------------------------                          Executive Officer
August 15, 2005
John V. Murphy


/s/ Brian W. Wixted*          Treasurer & Principal         August 15, 2005
----------------------------------                          Financial and
Brian W. Wixted               Accounting Officer


/s/ Robert G. Avis*           Trustee                       August 15, 2005

----------------------------------
Robert G. Avis


/s/ George Bowen*             Trustee                       August 15, 2005

----------------------------------
George Bowen


s/ Edward L. Cameron *        Trustee                       August 15, 2005

----------------------------------
Edward L. Cameron


/s/ Jon S. Fossel*            Trustee                       August 15, 2005

----------------------------------
Jon S. Fossel


/s/ Sam Freedman*             Trustee                       August 15, 2005

----------------------------------
Sam Freedman


/s/Richard F. Grabish*        Trustee                       August 15, 2005

----------------------------------
Richard F. Grabish


/s/ Beverly L. Hamilton*      Trustee                       August 15, 2005

----------------------------------
Beverly L. Hamilton


/s/ Robert J. Malone*         Trustee                       August 15, 2005

----------------------------------
Robert J. Malone


/s/ F. William Marshall, Jr.  Trustee                       August 15, 2005

----------------------------------
F. William Marshall, Jr.



*By: /s/ Mitchell J. Lindauer

-----------------------------------------

Mitchell J. Lindauer, Attorney-in-Fact







                        CENTENNIAL MONEY MARKET TRUST


                      Registration Statement No. 2-65245



                                EXHIBIT INDEX
                                -------------


Exhibit No.                   Description
-----------                   -----------