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. 40                                            [X]


                                           and/or

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


Amendment No. 42                                                           [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)
[X]   On August 23, 2006 pursuant to paragraph (b)
[   ] 60 days after filing pursuant to paragraph (a)(1)
[   ] On _______________ 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
                   Supplement dated August 23, 2006 to the
                       Prospectus dated August 23, 2006




      Class Y shares of Centennial  Money Market Trust are not currently
      being offered for sale.




















August 23, 2006                                             PS0150.020

Centennial Money Market Trust


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Prospectus dated August 23, 2006

                                         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 1/1/06 through 6/30/06 the cumulative total return (not
annualized) was 2.06%.
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

2005

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

Centennial Money Market Trust         2.66%          1.87%         3.50%
(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, 2006.


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                               0.14%

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 Total Annual Operating Expenses              0.67%

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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, 2006, 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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  $69               $215              $374             $837

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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 ("Investment
Company Act").  The Statement of Additional Information ("SAI") 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 SAI.  An investment policy is not fundamental
      unless this Prospectus or the SAI 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 SAI 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.


Demand Features and Guarantees.  The Trust can invest a significant
      percentage of its assets in securities that have demand features,
      guarantees or similar credit and liquidity enhancements. A demand
      feature permits the holder of the security to sell the security
      within a specified period of time at a stated price and entitles the
      holder of the security to receive an amount equal to the approximate
      amortized cost of the security plus accrued interest. A guarantee
      permits the holder of the security to receive, upon presentment to
      the guarantor, the principal amount of the underlying security plus
      accrued interest when due or upon default. A guarantee is the
      unconditional obligation of an entity other than the issuer of the
      security. Demand features and guarantees can effectively:
o     shorten the maturity of a variable or floating rate security,
o     enhance the security's credit quality, and
o     enhance the ability to sell the security.

      The aggregate price for a security subject to a demand feature or a
guarantee may be higher than the price that would otherwise be paid for the
security without the guarantee or the demand feature. When the Trust
purchases securities subject to guarantees or demand features, there is an
increase in the cost of the underlying security and a corresponding
reduction in its yield. Because the Trust invests in securities backed by
banks and other financial institutions, changes in the credit quality of
these institutions could cause losses to the Trust. Therefore, an
investment in the Trust may be riskier than an investment in other types of
money market funds.


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 securities. 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. 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 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 Trust's portfolio holdings are included in
      semi-annual and annual reports that are distributed to shareholders
      of the Trust within 60 days after the close of the period for which
      such report is being made.  The Trust discloses its portfolio
      holdings in its Statement of Investments on Form N-Q, which are filed
      with the Securities and Exchange Commission (the "SEC") no later than
      60 days after the close of its first and third fiscal quarters.
      These required filings are publicly available at the SEC.  Therefore,
      portfolio holdings of the Trust are made publicly available no later
      than 60 days after the close of the Trust's fiscal quarters.

      A description of the Trust's policies and procedures with respect to
      the disclosure of the Trust's portfolio securities is available in
      the Trust's SAI.


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 Trusts' investments
and handles its day-to-day business. The Manager carries out its duties
subject to certain policies established by the Trusts' 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.


      The Manager has been an investment advisor since 1978.  The Manager
and its parent company and controlled affiliates managed more than $215
billion in assets as of June 30, 2006, including other Oppenheimer and
Centennial funds with more than 6 million shareholder accounts.  The
Manager is located at 6803 South Tucson Way, Centennial, Colorado 80112.


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, 2006, 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 $1.5 billion.
      The Trust's management fees for its fiscal year ended June 30, 2006
      were 0.45% 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, 0.350% of the next $500 million, and 0.325% 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, 2006, were 0.43%
      of the Trust's average annual net assets.

      A discussion of the matters considered by the Trusts' Independent
      Trustees, in approving the Trusts' Investment Advisory Agreements, is
      included in the Trusts' annual report to shareholders for the period
      ended June 30, 2006.


Portfolio Managers. The portfolio managers of the Trusts are the persons
      principally responsible for the day-to-day management of the Trusts'
      portfolios.  The portfolio managers of Centennial Money Market Trust
      and Centennial Government Trust are Carol E. Wolf and Barry D.
      Weiss.  Ms. Wolf has had this responsibility since November 1988 for
      Centennial Government Trust and October 1990 for Centennial Money
      Market Trust and Mr. Weiss, since August 2001. Each is an officer of
      Centennial Money Market Trust and Centennial Government Trust.  Ms.
      Wolf is a Senior Vice President and Mr. Weiss is a Vice President of
      the Manager, and each is an officer and portfolio manager of other
      funds for which the Manager or an affiliate serves as investment
      advisor.  Prior to joining the Manager as Senior Credit Analyst in
      February, 2000, Mr. Weiss was an Associate Director, Fitch IBCA Inc.
      (April 1998 - February 2000).  The portfolio manager of Centennial
      Tax Exempt Trust is Cameron T. Ullyatt (since July 2006).  Mr.
      Ullyatt, CFA, has been a portfolio manager of the Trust since July
      2006. He has been a Vice President of the Manager and
      OppenheimerFunds, Inc. since July 2006. Mr. Ullyatt previously worked
      as an Assistant Vice President since December 2000 and analyst for
      the Manager and OppenheimerFunds, Inc. since January 1999.


     The SAI provides additional information about the portfolio managers'
     compensation, other accounts they manage and their ownership of Trust
     shares.




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. Your financial adviser can provide you with more
information regarding the time you must submit your purchase order and
whether the adviser is an authorized agent for the receipt of purchase
orders.


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 a Trust or other eligible funds (a list of them appears
in the SAI, 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 Trusts' 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
      a 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, or
      who purchase shares through a broker/dealer 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.  Your check must be payable in U.S.
      dollars and drawn on a U.S. bank.  Distributions will begin to accrue
      on the next regular business day after the Sub-Distributor accepts
      your purchase order.  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 Trusts' 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 SAI. 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 periodically 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 periodically
      for providing personal services and maintenance of accounts of their
      customers that hold shares of the Trust.

OTHER PAYMENTS TO FINANCIAL INTERMEDIARIES AND SERVICE PROVIDERS. The
Manager, the Distributor and the Sub-Distributor in their discretion, also
may pay dealers or other financial intermediaries and service providers for
distribution and/or shareholder servicing activities. These payments are
made out of the Manager's and/or the Distributor's and/or the
Sub-Distributor's own resources, including from the profits derived from
the advisory fees the Manager receives from the Trusts. These cash
payments, which may be substantial, are paid to many firms having business
relationships with the Manager, the Distributor and the Sub-Distributor.
These payments are in addition to any distribution fees, servicing fees, or
transfer agency fees paid directly or indirectly by the Trusts to these
financial intermediaries. These payments by the Manager, the Distributor or
the Sub-Distributor from their own resources are not reflected in the
tables in the section called "Fees and Expenses of the Trust" in this
Prospectus because they are not paid by the Trusts.

     "Financial intermediaries" are firms that offer and sell Trust shares
to their clients, or provide shareholder services to the Trusts, or both,
and receive compensation for doing so. Your securities dealer or financial
adviser, for example, is a financial intermediary, and there are other
types of financial intermediaries that receive payments relating to the
sale or servicing of the Trusts' shares. In addition to dealers, the
financial intermediaries that may receive payments include sponsors of fund
"supermarkets," sponsors of fee-based advisory or wrap fee programs,
sponsors of college and retirement savings programs, banks and trust
companies offering products that hold Trust shares, and insurance companies
that offer variable annuity or variable life insurance products.

     In general, these payments to financial intermediaries can be
categorized as "distribution-related" or "servicing" payments. Payments for
distribution-related expenses, such as marketing or promotional expenses,
are often referred to as "revenue sharing." Revenue sharing payments may be
made on the basis of the sales of shares attributable to that dealer, the
average net assets of the Trusts and other Oppenheimer funds attributable
to the accounts of that dealer and its clients, negotiated lump sum
payments for distribution services provided, or sales support fees. In some
circumstances, revenue sharing payments may create an incentive for a
dealer or financial intermediary or its representatives to recommend or
offer shares of the Trusts or other Oppenheimer funds to its customers.
These payments also may give an intermediary an incentive to cooperate with
the Distributor's or the Sub-Distributor's marketing efforts. A revenue
sharing payment may, for example, qualify the Trusts for preferred status
with the intermediary receiving the payment or provide representatives of
the Distributor or the Sub-Distributor with access to representatives of
the intermediary's sales force, in some cases on a preferential basis over
funds of competitors. Additionally, as firm support, the Manager, the
Distributor or the Sub-Distributor may reimburse expenses related to
educational seminars and "due diligence" or training meetings (to the
extent permitted by applicable laws or the rules of the NASD) designed to
increase sales representatives' awareness about the Trusts and Oppenheimer
funds, including travel and lodging expenditures. However, the Manager does
not consider a financial intermediary's sale of shares of the Trusts or
other Oppenheimer funds when selecting brokers or dealers to effect
portfolio transactions for the funds.

     Various factors are used to determine whether to make revenue sharing
payments. Possible considerations include, without limitation, the types of
services provided by the intermediary, sales of a Trust's shares, the
redemption rates on accounts of clients of the intermediary or overall
asset levels of the Trusts or Oppenheimer funds held for or by clients of
the intermediary, the willingness of the intermediary to allow the
Distributor or the Sub-Distributor to provide educational and training
support for the intermediary's sales personnel relating to the Trusts or
the Oppenheimer funds, the availability of the Trusts or the Oppenheimer
funds on the intermediary's sales system, as well as the overall quality of
the services provided by the intermediary and the Manager, the Distributor
or the Sub-Distributor's relationship with the intermediary. The Manager,
the Distributor and the Sub-Distributor have adopted guidelines for
assessing and implementing each prospective revenue sharing arrangement. To
the extent that financial intermediaries receiving distribution-related
payments from the Manager, the Distributor or the Sub-Distributor sell more
shares of the Trusts or the Oppenheimer funds or retain more shares of the
funds in their client accounts, the Manager, the Distributor, and the
Sub-Distributor benefit from the incremental management and other fees they
receive with respect to those assets.

     Payments may also be made by the Manager, the Distributor and the
Sub-Distributor or the Transfer Agent to financial intermediaries to
compensate or reimburse them for administrative or other client services
provided such as sub-transfer agency services for shareholders or
retirement plan participants, omnibus accounting or sub-accounting,
participation in networking arrangements, account set-up, recordkeeping and
other shareholder services. Payments may also be made for administrative
services related to the distribution of Trust shares through the
intermediary. Firms that may receive servicing fees include retirement plan
administrators, qualified tuition program sponsors, banks and trust
companies, and others. These fees may be used by the service provider to
offset or reduce fees that would otherwise be paid directly to them by
certain account holders, such as retirement plans.

     The SAI contains more information about revenue sharing and service
payments made by the Manager, the Distributor or the Sub-Distributor. Your
dealer may charge you fees or commissions in addition to those disclosed in
this Prospectus. You should ask your dealer or financial intermediary for
details about any such payments it receives from the Manager, the
Distributor or the Sub-Distributor and their affiliates, or any other fees
or expenses it charges.




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:
o     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 listed in the account registration.


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, and

   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 by mail:                        requests to:
---------------------------------------- ---------------------------------------
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 certain retirement
      accounts 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 Trusts'
      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 Trusts 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/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 SAI.  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  When you establish an account, you must hold the shares you buy for
      at least seven days before you can exchange them. After your account
      is open for at least seven days, you can exchange shares on any
      regular business day, subject to the limitations below.

   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 a signature guarantee.

   o  Before exchanging into a fund, you must obtain its prospectus and
      should read it carefully.


      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 SAI 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 a 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 share
      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 SAI 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, in order to receive
      that day's net asset value on the exchanged shares. Exchange requests
      received after the close of the NYSE will receive the next net asset
      value calculated after the request is received. 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
      being made or the fund into which the exchange is being 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 or Centennial 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). The Distributor and/or the
      Transfer Agent have agreements with a number of financial
      intermediaries that permit them to submit exchange orders in bulk on
      behalf of their clients. Those intermediaries are required to follow
      the exchange policies stated in this Prospectus and to comply with
      additional, more stringent restrictions. Those additional
      restrictions include limitations on the funds available for
      exchanges, the requirement to give advance notice of exchanges to the
      Transfer Agent, and limits on the amount of client assets that may be
      invested in a particular fund. 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. Further details are provided under "How to Sell Shares."

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 Trusts 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 that 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, with or without such
      warning.

o     Omnibus Accounts.  If you hold your shares of the Trusts 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.

While the Trusts,  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  detect  excessive  short  term  trading  activity
facilitated  by, or in accounts  maintained  in, the "omnibus" or "street
name"  accounts  of a  financial  intermediary.  Therefore  the  Transfer
Agent  might 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.


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.



Additional Policies and Procedures. 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 selected Trust held in his or her account to another
      eligible Oppenheimer 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 a 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
      any money market fund that offers an exchange privilege 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.

o     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 SAI.

The offering of shares of a Trust may be suspended during any period in
      which a 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 has adopted other procedures to confirm
      that telephone instructions are genuine, by requiring callers to
      provide tax identification numbers and other account data or by using
      PINs, 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 SEC, 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.

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.


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 Trusts your correct, certified
      Social Security Number or Employer Identification Number when you
      sign your application, or if you under-report your income to the
      Internal Revenue Service (the "IRS").


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, provided that the selected fund is
      available for exchange.

Under the terms of the Automatic Purchase and Redemption Program, 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.


Each Trust intends each year to qualify as a "regulated investment company"
under the Internal Revenue Code, but reserves the right not to qualify.
Each Trust 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 your 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 represent 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 SAI, which is available on request.

FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------



YEAR ENDED JUNE 30,                                         2006            2005           2004           2003           2002
-------------------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
-------------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period                 $      1.00     $      1.00     $     1.00     $     1.00     $     1.00
-------------------------------------------------------------------------------------------------------------------------------
Income from investment operations--net
investment income and net realized gain                      .04 1           .02 1          .01            .01            .02
-------------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                        (.04)           (.02)          (.01)          (.01)          (.02)
Distributions from net realized gain                          --              --             --             -- 2           -- 2
                                                     --------------------------------------------------------------------------
Total dividends and/or distributions
to shareholders                                             (.04)           (.02)          (.01)          (.01)          (.02)
-------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                       $      1.00     $      1.00     $     1.00     $     1.00     $     1.00
                                                     ==========================================================================

-------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN 3                                              3.70%           1.59%          0.61%          1.20%          1.99%
-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
-------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in millions)              $    22,424     $    20,307     $   21,191     $   23,019     $   21,736
-------------------------------------------------------------------------------------------------------------------------------
Average net assets (in millions)                     $    21,527     $    20,966     $   22,509     $   22,783     $   22,947
-------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment income                                       3.62%           1.57%          0.61%          1.19%          1.97%
Total expenses                                              0.67%           0.68%          0.67%          0.66%          0.69%
Expenses after payments and waivers
and reduction to custodian expenses                         0.67%           0.68%          0.51%          0.40%          0.66%


1. Per share amounts calculated based on the average shares outstanding during
the period.

2. Less than $0.005 per share.

3. Assumes an investment on the business day before the first day of the fiscal
period, with all dividends reinvested in additional shares on the reinvestment
date, and redemption at the net asset value calculated on the last business day
of the fiscal period. Total returns are not annualized for periods less than one
year. Returns do not reflect the deduction of taxes that a shareholder would pay
on trust distributions or the redemption of trust shares.

4. Annualized for periods of less than one full year.

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 SAI, 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 SAI 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

PR0150.001.0806
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
--------------------------------------------------------------------
--------------------------------------------------------------------

--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/96                         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%
--------------------------------------------------------------------
--------------------------------------------------------------------

12/31/05                         2.66%

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

1

Centennial Money Market Trust - Class Y


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



Prospectus dated August 23, 2006

                                         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.
---------------------------------------------------------------------------------










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

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


                  How the Trust is Managed


                  How to Buy Shares


                  How to Sell 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.

------------------------------------------------------------------------------
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.
------------------------------------------------------------------------------

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 performance for a class of shares of the
Trust from year to year for the last 10 calendar years and its average annual
total returns on that share class offered prior to the date of this
prospectus for the 1-, 5- and 10- year periods.  Because Class Y shares have
not been offered prior to the date of this prospectus, information in the bar
chart and the table show below is for the Trust's existing share class.  That
share class has no alphabet letter designation and is referred to in this
Prospectus as the Trust's "retail share class."  The retail share class is
offered by a separate prospectus.  Variability of returns is one measure of
the risks of investing in a money market fund.  The past investment
performance of the retail share class shown below is not necessarily an
indication of how either of the Trust's share classes 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 1/1/06 through 6/30/06 the cumulative total return (not
annualized) was 2.06%.
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% (1st4 Q '04 &2nd Q '04)).


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

2005

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

Centennial Money Market Trust         2.66%          1.87%         3.50%
(inception 9/8/81)
("Retail Shares")

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

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

------------------------------------------------------------------------------
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.
------------------------------------------------------------------------------

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 Class Y shares of the Trust. The numbers below are based upon the
Trust's expenses for its retail share class during the fiscal year ended June
30, 2006.  Class Y shares were not offered during the fiscal year ended June
30, 2006.


SHAREHOLDER FEES. The Trust does not charge any shareholder fees in
connection with the offer of its Class Y shares.

Annual Trust Operating Expenses (deducted from Trust assets):
(% of average daily net assets)
                                          Class Y Shares
 ------------------------------------------------------------------------------

 Management Fees                              0.33%

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

 Other Expenses                               0.14%

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

 Total Annual Operating Expenses              0.67%

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

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, 2006, the transfer agent fees did not exceed the
expense limitation described above.


The Annual Operating Expenses are estimated based on the expenses of the
Trust's retail share class during the Trust's fiscal year ended June 30,
2006.  It is anticipated that expenses of the Trust's Class Y shares will be
lower than the Trust's retail share class because Class Y shares will not
incur a service plan fee and transfer agency expenses (included in "Other
Expenses") are anticipated to be lower for Class Y shares.

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:

  -----------------------------------------------------------------------------
                                1 year      3 years     5 years    10 years
  -----------------------------------------------------------------------------
  -----------------------------------------------------------------------------

  Retail Shares                 $69         $215        $374       $837

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



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 ("Investment
Company Act").  The Statement of Additional Information ("SAI") 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 SAI.  An
      investment policy is not fundamental unless this Prospectus or the SAI
      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 SAI 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.


Demand Features and Guarantees.  The Trust can invest a significant
      percentage of its assets in securities that have demand features,
      guarantees or similar credit and liquidity enhancements. A demand
      feature permits the holder of the security to sell the security within
      a specified period of time at a stated price and entitles the holder of
      the security to receive an amount equal to the approximate amortized
      cost of the security plus accrued interest. A guarantee permits the
      holder of the security to receive, upon presentment to the guarantor,
      the principal amount of the underlying security plus accrued interest
      when due or upon default. A guarantee is the unconditional obligation
      of an entity other than the issuer of the security. Demand features and
      guarantees can effectively:
o     shorten the maturity of a variable or floating rate security,
o     enhance the security's credit quality, and
o     enhance the ability to sell the security.

      The aggregate price for a security subject to a demand feature or a
guarantee may be higher than the price that would otherwise be paid for the
security without the guarantee or the demand feature. When the Trust
purchases securities subject to guarantees or demand features, there is an
increase in the cost of the underlying security and a corresponding reduction
in its yield. Because the Trust invests in securities backed by banks and
other financial institutions, changes in the credit quality of these
institutions could cause losses to the Trust. Therefore, an investment in the
Trust may be riskier than an investment in other types of money market funds.

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 securities. 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. 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
      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 Trust's portfolio holdings are included in
      semi-annual and annual reports that are distributed to shareholders of
      the Trust within 60 days after the close of the period for which such
      report is being made.  The Trust discloses its portfolio holdings in
      its Statement of Investments on Form N-Q, which are filed with the
      Securities and Exchange Commission (the "SEC") no later than 60 days
      after the close of its first and third fiscal quarters.  These required
      filings are publicly available at the SEC.  Therefore, portfolio
      holdings of the Trust are made publicly available no later than 60 days
      after the close of the Trust's fiscal quarters.


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




How the Trust is Managed


THE MANAGER. The Manager, Centennial Asset Management Corporation, is 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 the policies established by certain 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.


      The Manager has been an investment advisor since 1978.  The Manager and
its parent company and controlled affiliates managed more than $215 billion
in assets as of June 30, 2006, including other Oppenheimer and Centennial
funds with more than 6 million shareholder accounts.  The Manager is located
at 6803 South Tucson Way, Centennial, Colorado 80112.

Advisory Fees.  Under the investment advisory agreement, the Trust pays the
      Manager an advisory fee at an annual rate that declines on additional
      assets as the Trust grows.

      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 the retail class of shares, for its fiscal
      year ended June 30, 2006 were 0.33% of the Trust's average annual net
      assets.


Portfolio Managers. The portfolio managers of the Trust are the persons
      principally responsible for the day-to-day management of the Trust's
      portfolio.  The portfolio managers are Carol E. Wolf and Barry D.
      Weiss.  Ms. Wolf has had this responsibility since October 1988 and Mr.
      Weiss, since August 2001. Each is an officer of the Trust.  Ms. Wolf is
      a Senior Vice President and Mr. Weiss is a Vice President of the
      Manager, and each is an officer and portfolio manager of other funds
      for which the Manager or an affiliate serves as investment advisor.
      Prior to joining the Manager as Senior Credit Analyst in February,
      2000, Mr. Weiss was an Associate Director, Fitch IBCA Inc. (April 1998
      - February 2000).


How to Buy Shares

HOW ARE SHARES PURCHASED?  You can buy shares directly through your dealer,
broker or financial institution that has a sales agreement with the Trust's
Distributor.  A broker-dealer may charge for that service.  The Distributor,
in its sole discretion, may reject any purchase order for the Trust's shares.

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

HOW ARE SHARES PURCHASED THROUGH AUTOMATIC PURCHASE AND REDEMPTION PROGRAMS?
If you buy shares through your broker-dealer's Automatic Purchase and
Redemption Program, your broker-dealer will buy your shares of the Trust 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" 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 Trust's transfer agent does not
have access to information about your account under that Program.

The Sub-Distributor may appoint servicing agents to accept purchase (and
redemption) orders, including broker-dealers that have established Automatic
Purchase and Redemption Programs.  The Sub-Distributor, in its 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 Trust's 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 Sub-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
      Trust's 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
      Trust's 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 Trust's 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 MUCH MUST YOU INVEST?  You can open account with a minimum initial
investment of $10 million and make additional investments at any time with as
little as $500,000. The minimum investment requirement does not apply to
reinvesting dividends from the Trust.

HOW ARE SHARE PRICES DETERMINED?  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 or 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 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 Trust, the Trust uses the
amortized cost method to value its securities to determine net asset value.

      If after close of the principal market on which a security held by the
Trust is traded, and before the time the Trust's 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 Trust's Board of Trustees has authorized
the Manager, subject to 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.

WHAT CLASSES OF SHARES DOES THE TRUST OFFER?  The Trust offers investors two
different classes of shares.  One share class is designed for retail
investors and another share class is designed for certain institutional
investors.  The different classes of shares represent investments in the same
portfolio of securities, but the classes are subject to different expenses
and will likely have different share prices. The Trust's retail share class
is offered by a separate prospectus dated August 23, 2006.  Class Y shares
are offered only to certain institutional investors who have special
agreements with the Distributor.


WHO CAN BUY CLASS Y SHARES?  Class Y shares are sold at net asset value per
share without sales charge directly to certain institutional investors that
have special agreements with the Distributor for this purpose.  Individual
investors cannot buy Class Y shares directly.

      An institutional investor that buys Class Y shares for its customers'
accounts may impose charges on those accounts.  The procedures for buying,
selling, exchanging and transferring the Trust's other classes of shares and
the special account features available to investors buying those other
classes of shares do not apply to Class Y shares.  An exception is that the
time those orders must be received by the Distributor or its agents or by the
Transfer Agent is the same for Class Y as for the retail share class.  Those
instructions must be submitted by the institutional investor, not by its
customers for whose benefit the share are held.


OTHER PAYMENTS TO FINANCIAL INTERMEDIARIES AND SERVICE PROVIDERS. The
Manager, the Distributor and the Sub-Distributor in their discretion, also
may pay dealers or other financial intermediaries and service providers for
distribution and/or shareholder servicing activities. These payments are made
out of the Manager's and/or the Distributor's and/or the Sub-Distributor's
own resources, including from the profits derived from the advisory fees the
Manager receives from the Trust. These cash payments, which may be
substantial, are paid to many firms having business relationships with the
Manager, Distributor and the Sub-Distributor. These payments are in addition
to any distribution fees, servicing fees, or transfer agency fees paid
directly or indirectly by the Trust to these financial intermediaries. These
payments by the Manager, Distributor or the Sub-Distributor from their own
resources are not reflected in the tables in the section called "Fees and
Expenses of the Trust" in this Prospectus because they are not paid by the
Trust.

     "Financial intermediaries" are firms that offer and sell Trust shares to
their clients, or provide shareholder services to the Trust, or both, and
receive compensation for doing so. Your securities dealer or financial
adviser, for example, is a financial intermediary, and there are other types
of financial intermediaries that receive payments relating to the sale or
servicing of the Trust's shares. In addition to dealers, the financial
intermediaries that may receive payments include sponsors of fund
"supermarkets," sponsors of fee-based advisory or wrap fee programs, sponsors
of college and retirement savings programs, banks and trust companies
offering products that hold Trust shares, and insurance companies that offer
variable annuity or variable life insurance products.

     In general, these payments to financial intermediaries can be
categorized as "distribution-related" or "servicing" payments. Payments for
distribution-related expenses, such as marketing or promotional expenses, are
often referred to as "revenue sharing." Revenue sharing payments may be made
on the basis of the sales of shares attributable to that dealer, the average
net assets of the Trust and other Oppenheimer funds attributable to the
accounts of that dealer and its clients, negotiated lump sum payments for
distribution services provided, or sales support fees. In some circumstances,
revenue sharing payments may create an incentive for a dealer or financial
intermediary or its representatives to recommend or offer shares of the Trust
or other Oppenheimer funds to its customers. These payments also may give an
intermediary an incentive to cooperate with the Distributor's or the
Sub-Distributor's marketing efforts. A revenue sharing payment may, for
example, qualify the Trust for preferred status with the intermediary
receiving the payment or provide representatives of the Distributor or
Sub-Distributor with access to representatives of the intermediary's sales
force, in some cases on a preferential basis over funds of competitors.
Additionally, as firm support, the Manager, Distributor or Sub-Distributor
may reimburse expenses related to educational seminars and "due diligence" or
training meetings (to the extent permitted by applicable laws or the rules of
the NASD) designed to increase sales representatives' awareness about the
Trust and Oppenheimer funds, including travel and lodging expenditures.
However, the Manager does not consider a financial intermediary's sale of
shares of the Trust or other Oppenheimer funds when selecting brokers or
dealers to effect portfolio transactions for the funds.

     Various factors are used to determine whether to make revenue sharing
payments. Possible considerations include, without limitation, the types of
services provided by the intermediary, sales of a Trust's shares, the
redemption rates on accounts of clients of the intermediary or overall asset
levels of the Trust or Oppenheimer funds held for or by clients of the
intermediary, the willingness of the intermediary to allow the Distributor or
Sub-Distributor to provide educational and training support for the
intermediary's sales personnel relating to the Trust or the Oppenheimer
funds, the availability of the Trust or the Oppenheimer funds on the
intermediary's sales system, as well as the overall quality of the services
provided by the intermediary and the Manager, Distributor or the
Sub-Distributor's relationship with the intermediary. The Manager,
Distributor and the Sub-Distributor have adopted guidelines for assessing and
implementing each prospective revenue sharing arrangement. To the extent that
financial intermediaries receiving distribution-related payments from the
Manager, Distributor or the Sub-Distributor sell more shares of the Trust or
the Oppenheimer funds or retain more shares of the funds in their client
accounts, the Manager, Distributor, and Sub-Distributor benefit from the
incremental management and other fees they receive with respect to those
assets.

     Payments may also be made by the Manager, Distributor and the
Sub-Distributor or the Transfer Agent to financial intermediaries to
compensate or reimburse them for administrative or other client services
provided such as sub-transfer agency services for shareholders or retirement
plan participants, omnibus accounting or sub-accounting, participation in
networking arrangements, account set-up, recordkeeping and other shareholder
services. Payments may also be made for administrative services related to
the distribution of Trust shares through the intermediary. Firms that may
receive servicing fees include retirement plan administrators, qualified
tuition program sponsors, banks and trust companies, and others. These fees
may be used by the service provider to offset or reduce fees that would
otherwise be paid directly to them by certain account holders, such as
retirement plans.

     The SAI contains more information about revenue sharing and service
payments made by the Manager, Distributor or the Sub-Distributor. Your dealer
may charge you fees or commissions in addition to those disclosed in this
Prospectus. You should ask your dealer or financial intermediary for details
about any such payments it receives from the Manager, Distributor or the
Sub-Distributor and their affiliates, or any other fees or expenses it
charges.



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.

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 or dealer. You may also arrange for Federal Funds wire
as described below through your broker or dealer.  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 for assistance first,
at 1.800.525.9310.

Certain Requests Require a Signature Guarantee.  To protect you and the Trust
      from fraud, the following redemption requests 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 $100,000 or more 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 listed in the account registration.

Where Can I Have My Signature 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

Sending Redemption Proceeds by Wire.  While the Trust normally sends your
      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 wire.  To find out how to set up this
      feature on your account or to arrange a wire, call the Transfer Agent
      at 1.800.525.9310.

HOW DO I SELL SHARES BY MAIL?  Write a letter of instructions to the Transfer
Agent that includes:
o     Your name.
o     The Trust's name.
o     Your Trust account number (from your account statement).
o     The dollar amount or number of shares to be redeemed.
o     Any special payment instructions.
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 DO I 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.  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.
Telephone redemptions are not available within 30 days of changing the
address on an account.

CAN I SELL SHARES THROUGH MY DEALER?  The Distributor has made arrangements
to repurchase Trust shares from dealers and brokers on behalf of their
customers.  A broker-dealer   may charge for that service.  If your shares
are held in the name of your dealer, you must redeem them through your dealer.

WILL I PAY A SALES CHARGE WHEN I SELL MY SHARES?  The Trust does not charge a
fee to redeem Class Y shares of this Trust that were bought directly or by
reinvesting dividends or distributions from the Trust or other eligible funds.

How to Exchange Shares

Shares of the Trust can be cannot be exchanged for shares of any of the other
Centennial Trusts or other eligible funds at this time.

Shareholder Account Rules and Policies

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

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

Telephone transaction privileges for purchases and redemptions or exchanges
      may be modified, suspended or terminated by the Trust at any time.  If
      an account has more than one owner, the Trust 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.  It has adopted other procedures to confirm that
      telephone instructions are genuine, by requiring callers to provide tax
      identification numbers and other account data or by using PINs, and by
      confirming such transactions in writing.  The Transfer Agent and the
      Trust 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.

Dealers that can perform account transactions for their clients by
      participating in NETWORKING through the National Securities Clearing
      Corporation are responsible for obtaining their clients' permission to
      perform those transactions, and are responsible to their clients who
      are shareholders of the Trust if the dealer performs any transaction
      erroneously or improperly.

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.

Federal regulations may require the Trust 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 Trust or the Transfer
      Agent may use this information to attempt to verify your identity.  The
      Trust may not be able to establish an account if the necessary
      information is not received.  The Trust may also place limits on
      account transactions while it is in the process of attempting to verify
      your identity.  Additionally, if the Trust are unable to verify your
      identity after your account is established, the Trust 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 Number or Employer Identification Number when you sign your
      application, or if you under-report your income to the Internal Revenue
      Service ("IRS").


To avoid sending  duplicate copies of materials to households,  the Trust will
      mail only one copy of each  prospectus,  annual and semi-annual  reports
      and annual notice of the Trust's privacy policy to  shareholders  having
      the  same  last  name  and   address  on  the   Trust's   records.   The
      consolidation  of these  mailings,  called  householding,  benefits  the
      Trust 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  30  days  after  the
      Transfer Agent receives your request to stop householding.

Dividends, Capital Gains and Taxes

DIVIDENDS.  The 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, the 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 the Trust from
the purchase payment for such shares.

CAPITAL GAINS.  The Trust normally holds its securities to maturity and
therefore will not usually pay capital gains. Although the Trust does not
seek capital gains, the 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.  The 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 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 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 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, provided that the selected fund is
      available for exchange.


      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.

      If your shares are not held in a tax-deferred retirement account, you
should be aware of the following tax implications of investing in the 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 any 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.


Each Trust intends each year to qualify as a "regulated investment company"
under the Internal Revenue Code, but reserves the right not to qualify.  Each
Trust qualified during its last fiscal year.  The Trust, 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.



      Remember, There May be Taxes on Transactions.  Because the 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
the 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 the 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 ended June 30,
2006.  Class Y shares have not been offered during the past five fiscal
years.  Accordingly, the information shown is for the Trust's retail class of
shares and not for Class Y shares.  Certain information reflects financial
results for a single Trust share.  The total returns in the table represent
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 for the past five fiscal years ended June 30, 2006 has been
audited by Deloitte & Touche LLP, the Trust's independent registered public
accounting firm, whose report, along with the Trust's financial statements,
is included in the Statement of Additional Information, which is available on
request.

FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------



YEAR ENDED JUNE 30,                                         2006            2005           2004           2003           2002
-------------------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
-------------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period                 $      1.00     $      1.00     $     1.00     $     1.00     $     1.00
-------------------------------------------------------------------------------------------------------------------------------
Income from investment operations--net
investment income and net realized gain                      .04 1           .02 1          .01            .01            .02
-------------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                        (.04)           (.02)          (.01)          (.01)          (.02)
Distributions from net realized gain                          --              --             --             -- 2           -- 2
                                                     --------------------------------------------------------------------------
Total dividends and/or distributions
to shareholders                                             (.04)           (.02)          (.01)          (.01)          (.02)
-------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                       $      1.00     $      1.00     $     1.00     $     1.00     $     1.00
                                                     ==========================================================================

-------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN 3                                              3.70%           1.59%          0.61%          1.20%          1.99%
-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
-------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in millions)              $    22,424     $    20,307     $   21,191     $   23,019     $   21,736
-------------------------------------------------------------------------------------------------------------------------------
Average net assets (in millions)                     $    21,527     $    20,966     $   22,509     $   22,783     $   22,947
-------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment income                                       3.62%           1.57%          0.61%          1.19%          1.97%
Total expenses                                              0.67%           0.68%          0.67%          0.66%          0.69%
Expenses after payments and waivers
and reduction to custodian expenses                         0.67%           0.68%          0.51%          0.40%          0.66%


1. Per share amounts calculated based on the average shares outstanding during
the period.

2. Less than $0.005 per share.

3. Assumes an investment on the business day before the first day of the fiscal
period, with all dividends reinvested in additional shares on the reinvestment
date, and redemption at the net asset value calculated on the last business day
of the fiscal period. Total returns are not annualized for periods less than one
year. Returns do not reflect the deduction of taxes that a shareholder would pay
on trust distributions or the redemption of trust shares.

4. Annualized for periods of less than one full year.

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







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 the retail 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
--------------------------------------------------------------------
--------------------------------------------------------------------

--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/96                         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%
--------------------------------------------------------------------
--------------------------------------------------------------------

12/31/05                         2.66%

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

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

6803 South Tucson Way, Centennial, Colorado 80112
1.800.525.9310


Statement of Additional Information dated August 23, 2006

      This Statement of Additional Information ("SAI") is not a prospectus.
This document contains additional information about the Trust and supplements
information in the Prospectus dated August 23, 2006.  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 Holdings.........................................

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

Service Plan..................................................................
Payments to Trust Intermediaries..............................................
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

Report of Independent Registered Public Accounting Firm.......................
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 SAI 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. A second
tier security is any eligible security that is not a first tier security.


         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
security or the demand feature or guarantee is a second tier security, the
Trust may not invest more than 5% 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 of the maximum permitted maturity under Rule 2a-7 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 which 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.

      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.  However, at times the Trust's
investments in certificates of deposit might be substantial.


      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 and the Manager, 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 SAI 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 SAI, 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 SAI.


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 SAI 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 SAI.  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 Securities and Exchange Commission (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 directors, shall neither solicit nor 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 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 Trust's
            regular pricing services)
o     Dealers to obtain price quotations where the Trust 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 SAI
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  hold  shareholder  meetings  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, whichever is
less. The Trustees may also take other action as permitted by the Investment
Company Act.


|X|   Shareholder  and Trustee  Liability.  The Trust's  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 and that 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 and the Governance Committee are
comprised solely of Trustees who are not "interested persons" under the
Investment Company Act (the "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 8 meetings
during the Trust's fiscal year ended June 30, 2006. The Audit committee
furnishes the Board with recommendations regarding the selection of the
Trust's independent registered public accounting firm (also referred to as
the "independent Auditors"). Other main functions of the Audit Committee,
outlined in the Audit Committee Charter, include, but are not limited to: (i)
reviewing the scope and results of financial statement audits and the audit
fees charged; (ii) reviewing reports from the Trust's independent Auditors
regarding the Trust's internal accounting procedures and controls;  (iii)
reviewing reports from the Manager's Internal Audit Department; (iv)
reviewing certain reports from and meet periodically with the Trust's Chief
Compliance Officer; (v) maintaining a separate line of communication between
the Trust's independent Auditors and the Independent Trustees; (vi) reviewing
the independence of the Trust's independent Auditors; and (vii) pre-approving
the provision of any audit or non-audit services by the Trust's independent
Auditors, including tax services, that are not prohibited by the
Sarbanes-Oxley Act, to the Trust, the Manager and certain affiliates of the
Manager.

      The members of the Review Committee are Jon S. Fossel (Chairman),
Robert G. Avis, Richard F. Grabish, Sam Freedman and Beverly L. Hamilton.
The Review Committee held 6 meetings during the Trust's fiscal year ended
June 30, 2006. Among other duties, as set forth in the Review Committee's
Charter, the Review Committee 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 as well
as the policies and procedures adopted by the Trust to comply with Investment
Company Act and other applicable law.

   The Governance Committee is comprised solely of Independent Trustees.  The
members of the Governance Committee are Robert J. Malone (Chairman), William
Armstrong, Beverly L. Hamilton and F. William Marshall, Jr. The Governance
Committee held 5 meetings during the Trust's fiscal year ended June 30, 2006.
The Governance Committee has adopted a charter setting forth its duties and
responsibilities.  Among other duties, the Governance Committee reviews and
oversees the Trust's governance guidelines, the adequacy of the Trust's Codes
of Ethics and the nomination of Trustees, including Independent Trustees.
The Governance 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 Governance Committee may consider such persons at
such time as it meets to consider possible nominees.  The Governance
Committee, however, reserves sole discretion to determine which candidates
for Trustees and Independent Trustees it will recommend to the Board and/or
shareholders and it may identify candidates other than those submitted by
Shareholders.  The Governance 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 Trustees 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 below.

Trustees and Officers of the Trust. Except for Messrs. Murphy and Grabish,
each of the Trustees is an Independent Trustee.  All of the Trustees are also
trustees or directors of the following Oppenheimer/Centennial funds (referred
to as "Board II Funds"), except for Mr. Grabish who serves as Trustee for
only the following funds: Centennial California Tax Exempt Trust, Centennial
Government Trust, Centennial Money Market Trust, Centennial New York Tax
Exempt Trust, and Centennial Tax Exempt Trust:


Oppenheimer Cash Reserves                 Principal Protected Trust III
Oppenheimer Capital Income Fund           Oppenheimer Real Asset Fund
Oppenheimer Champion Income Fund          Oppenheimer Senior Floating Rate Fund
Oppenheimer Equity Fund                   Oppenheimer Strategic Income Fund
Oppenheimer High Yield Fund               Oppenheimer Variable Account Funds
Oppenheimer Integrity Funds               Panorama Series Fund, Inc
Oppenheimer International Bond Fund
                                          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 charge on Class A shares is waived
for that group because of reduced sales efforts realized by the Distributor.

     Messrs. Weiss, Gillespie,  Murphy, Petersen, Szilagyi, Vandehey, Wixted and
Zack,  and Mses.  Wolf,  Bloomberg,  and Ives,  who are  officers  of the Trust,
respectively hold the same offices with one or more of the other Board II Funds.
As of August 14, 2006, the Trustees and officers of the Trust, as a group, owned
of record or beneficially  less than 1% of the shares of any class 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 Board II Funds listed
above. In addition, none of the Independent Trustees (nor any of their immediate
family  members) owns  securities of either the Manager,  the Distributor or the
Sub-Distributor or of any entity directly or indirectly controlling,  controlled
by  or  under  common  control  with  the  Manager,   the   Distributor  or  the
Sub-Distributor of the Board II Funds.

     Biographical  Information.  The Trustees and officers, their positions with
the Trust, length of service in such position(s),  and principal occupations and
business  affiliations  during at least the past  five  years are  listed in the
charts  below.  The  charts  also  include   information  about  each  Trustee's
beneficial share ownership in the Trust and in all of the registered  investment
companies  that  the  Trustee  oversees  in  the  Oppenheimer  family  of  funds
("Supervised Funds"). The address of each Trustee in the chart below, is 6803 S.
Tucson  Way,  Centennial,  Colorado  80112-3924.  Each  Trustee  serves  for  an
indefinite term, until his or her resignation, retirement, death or removal.







                                                                                -----

          Independent Trustees
                                                                                -----
-------------------------------------------------------------------------------------
Name,              Principal  Occupation(s)  During  Past  5   Dollar     Aggregate
                                                                           Dollar
                                                                          Range of
                                                                           Shares
                                                              Range of   Beneficially

Position(s) Held   Years / Other  Trusteeships/Directorships   Shares     Owned in
with the Trust,    Held by  Trustee / Number  of  Portfolios Beneficially    All
Length of Service, in Fund  Complex  Currently  Overseen  by  Owned in   Supervised
Age                Trustee                                    the Trust     Funds

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

                                                             As of December 31, 2005

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

William L.         President, Colorado Christian University     None        Over
Armstrong,         (since 2006); Chairman of the following
Chairman of the    private mortgage banking companies:
Board of Trustees  Cherry Creek Mortgage Company (since
since 2003         1991), Centennial State Mortgage Company
and Trustee since  (since 1994), The El Paso Mortgage
2000               Company (since 1993); Chairman of the
Age: 69            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 Lynde
                   and Harry Bradley Foundation, Inc.
                   (non-profit organization) (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                    $100,000
                   company) (1991-2004), Storage Technology
                   Corporation (computer equipment company)
                   (1991-2003) and International Family
                   Entertainment (television channel)
                   (1992-1997); U.S. Senator (January
                   1979-January 1991). Oversees 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: 75            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: 69            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:  67           (since June 2000). Director of Genetic

                   ID, Inc. (biotech company) (March
                   2001-May 2002); Partner at

                   PricewaterhouseCoopers LLP (accounting                   Over
                   firm) (July 1974-June 1999); Chairman of     None      $100,000
                   Price Waterhouse LLP Global Investment
                   Management Industry Services Group
                   (accounting 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: 64            Northwestern Energy Corp. (public
                   utility corporation) (since November
                   2004); Director of  P.R. Pharmaceuticals
                   (October 1999-October 2003); Director of
                   Rocky Mountain Elk Foundation
                   (non-profit organization) (February
                   1998-February 2003 and since February
                   2005); 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
                   OppenheimerFunds, Inc.), Shareholder                   $100,000
                   Services, Inc., and 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: 65            Mr. Freedman held several positions with

                   OppenheimerFunds, Inc. and with
                   subsidiary or affiliated companies of
                   OppenheimerFunds, Inc. (until October
                   1994). Oversees 38 portfolios in the                   $100,000
                   OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Beverly L.         Trustee of Monterey Institute for            None        Over
Hamilton,          International Studies (educational
Trustee since 2002 organization) (since February 2000);

Age: 59            Board Member of Middlebury College
                   (educational organization) (since
                   December 2005); Director of The
                   California Endowment (philanthropic
                   organization) (since April 2002);
                   Director (February 2002-2005) and
                   Chairman of Trustees (since 2006) of
                   Community Hospital of Monterey
                   Peninsula; Director (October 1991-2005)
                   and Vice Chairman (since 2006) of
                   American Funds' Emerging Markets Growth
                   Fund, Inc. (mutual fund); President of
                   ARCO Investment Management Company
                   (February 1991-April 2000); Member of
                   the investment committees of The
                   Rockefeller Foundation (since 2001) and
                   The University of Michigan (since 2000);
                   Advisor at Credit Suisse First Boston's
                   Sprout venture capital unit (venture
                   capital fund) (1994-January 2005);
                   Trustee of MassMutual Institutional
                   Funds (investment company) (1996-June
                   2004); Trustee of MML Series Investment                $100,000
                   Fund (investment company) (April
                   1998-June 2004); Member of the
                   investment committee of Hartford
                   Hospital (2000-2003); and Advisor to
                   Unilever (Holland) pension fund
                   (2000-2003); Oversees 38 portfolios in
                   the OppenheimerFunds complex.

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

Robert J. Malone,  Director of Jones International              None        Over
Trustee since 2002 University (educational organization)
Age: 61            (since August 2005); Chairman, Chief

                   Executive Officer and Director of Steele
                   Street State Bank (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 (subsidiary of U.S.
                   Bancorp and formerly Colorado National
                   Bank,) (July 1996-April 1999), Director
                   of Commercial Assets, Inc. (real estate
                   investment trust) (1993-2000); Director
                   of Jones Knowledge, Inc. (2001-July
                   2004), and Director of U.S. Exploration,               $100,000
                   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 MassMutual Institutional
Trustee since 2000 Funds) (investment company) (since 1996)
Age: 64            and MML Series Investment Fund
                   (investment company) (since 1996);
                   Trustee (since 1987) and Chairman
                   (1994-2005) of the Investment Committee
                   of the Worcester Polytech Institute
                   (private university); President and
                   Treasurer of the SIS Funds (private
                   charitable fund) (since January 1999);
                   Chairman of SIS & Family Bank, F.S.B.
                   (formerly SIS Bank) (commercial bank)
                   (January 1999-July 1999); and Executive
                   Vice President of Peoples Heritage
                   Financial Group, Inc. (commercial bank)
                   (January 1999-July 1999); and Executive                $100,000

                   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 SEC
     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, Colorado 80112-3924. Mr. Grabish serves for an indefinite term,
until his resignation, retirement, death or removal. Mr. Grabish is an
"Interested Trustee" because of his affiliation with A.G. Edwards & Sons,
Inc., a broker/dealer that sells shares of the Trust.


                              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,

                                                                      2005

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

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: 57           Manager of Private Client Services (since
                  June 1985-June 2005) of A.G. Edwards &
                  Sons, Inc. (broker/dealer and investment
                  firm); Chairman and Chief Executive
                  Officer of A.G. Edwards Trust Company,
                  FSB (since March 2001); President and
                  Vice Chairman of A.G. Edwards Trust
                  Company, FSB (investment adviser) (April
                  1987-March 2001). President of A.G.
                  Edwards Trust Company, FSB (investment
                  adviser) (since June 2005). Oversees 5
                  portfolios in the OppenheimerFunds
                  complex.

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









      Mr. Murphy is an "Interested Trustee" because he is affiliated with the
Manager and OppenheimerFunds, Inc. by virtue of his positions as an officer
and director of the Manager and OppenheimerFunds, Inc., and as a shareholder
of its parent company. The address of Mr. Murphy in the chart below is Two
World Financial Center, 225 Liberty Street, 11th Floor, New York, New York
10281-1008. Mr. Murphy serves as a Trustee for an indefinite term, or until
his resignation, retirement, death or removal and as an officer for an
indefinite term, or until his resignation, death or removal. 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 director or trustee.


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

------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Name,             Principal Occupation(s) During Past 5      Dollar      Aggregate
                                                                          Dollar
                                                                         Range of
                                                                        y Shares

Position(s) Held                                             Range of   Beneficially
with the Trust,                                              Shares      Owned in
Length of         Years / Other Trusteeships/Directorships   Beneficiall    All
Service,          Held by Trustee / Number of Portfolios in  Owned in   Supervised
Age               Fund Complex Currently Overseen by Trustee the Trust     Funds

------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
                                                               As of December 31,

                                                                      2005

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

John V. Murphy,   Chairman, Chief Executive Officer and         None       Over
Trustee since     Director (since June 2001) and President
2003 and          (since September 2000) of
President and     OppenheimerFunds, Inc.; President and
Principal         director or trustee of other Oppenheimer
Executive         funds; President and Director of OAC and
Officer since     of Oppenheimer Partnership Holdings, Inc.
2001              (holding company subsidiary of
Age: 57           OppenheimerFunds, Inc.) (since July
                  2001); Director of OppenheimerFunds
                  Distributor, Inc. (subsidiary of
                  OppenheimerFunds, Inc.) (since November
                  2001); Chairman and Director of
                  Shareholder Services, Inc. and of
                  Shareholder Financial Services,
                  Inc.(transfer agent subsidiaries of
                  OppenheimerFunds, Inc.) (since July
                  2001); President and Director of
                  OppenheimerFunds Legacy Program (a
                  charitable trust program established by
                  OppenheimerFunds, Inc.) (since July
                  2001); 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 2001) and
                  Director (since July 2001) of Oppenheimer
                  Real Asset Management, Inc.;  Executive
                  Vice President of Massachusetts Mutual
                  Life Insurance Company (OAC's parent
                  company) (since February 1997); Director
                  of DLB Acquisition Corporation (holding
                  company parent of Babson Capital
                  Management LLC) (since June 1995); Member
                  of the Investment Company Institute's
                  Board of Governors (since October 3,
                  2003); Chief Operating Officer of
                  OppenheimerFunds, Inc.(September
                  2000-June 2001); President and Trustee of              $100,000
                  MML Series Investment Fund and MassMutual
                  Select Funds (open-end investment
                  companies) (November 1999-November 2001);
                  Director of C.M. Life Insurance Company
                  (September 1999-August 2000); President,
                  Chief Executive Officer and Director of
                  MML Bay State Life Insurance Company
                  (September 1999-August 2000); Director of
                  Emerald Isle Bancorp and Hibernia Savings
                  Bank (wholly-owned subsidiary of Emerald
                  Isle Bancorp) (June 1989-June 1998).
                  Oversees 91 portfolios in the
                  OppenheimerFunds complex.

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


     The addresses of the officers in the chart below is as follows: Messrs.
Gillespie and Zack and Ms. Bloomberg, Two World Financial Center, 225 Liberty
Street, New York, New York 10281-1008, for Messrs. Weiss, Petersen, Szilagyi,
Vandehey and Wixted and Mss. Wolf and Ives, 6803 S. Tucson Way, Centennial,
Colorado 80112-3924. Each officer serves for an annual term or until his or
her earlier resignation, death or removal.


-------------------------------------------------------------------------------------
                            Other 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 and Portfolio        (since June 2000) and HarborView Asset Management
Manager since 1990             Corporation; Vice President of the Manager (since
Age: 54                        August 2004), 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); Vice President of the Manager
Age:  42                       (since August 2004); an officer of 6 portfolios in

                               the 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       of the Manager and OppenheimerFunds, Inc. (since
Compliance Officer since 2004  March 2004); Vice President of the Manager,
Age:  55                       OppenheimerFunds Distributor, Inc. and Shareholder
                               Services, Inc. (since June 1983); Vice President and
                               Director of Internal Audit of OppenheimerFunds, Inc.
                               (1997-February 2004). An officer of 91 portfolios in
                               the Oppenheimer funds complex.

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

Brian W. Wixted,               Senior Vice President and Treasurer of
Treasurer and Principal        OppenheimerFunds, Inc. (since March 1999); Treasurer
Financial & Accounting         of the following: Shareholder Services, Inc.,
Officer since 1999             HarbourView Asset Management Corporation,
Age: 46                        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 (since
                               June 2003); Treasurer and Chief Financial Officer of
                               OFI Trust Company (trust company subsidiary of
                               OppenheimerFunds, Inc.) (since May 2000); Assistant
                               Treasurer of OAC (since March 1999); and Assistant
                               Treasurer of the Manager and Distributor (March
                               1999-October 2003) and OppenheimerFunds Legacy
                               Program (April 2000-June 2003); Principal and Chief
                               Operating Officer of Bankers Trust Company-Mutual
                               Fund Services Division (March 1995-March 1999). An
                               officer of 91 portfolios in the OppenheimerFunds
                               complex.

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

Brian Petersen,                Assistant Vice President of OppenheimerFunds, Inc.
Assistant Treasurer since 2004 (since August 2002); Manager/Financial Product
Age: 35                        Accounting of OppenheimerFunds, Inc. (November
                               1998-July 2002). An officer of 91 portfolios in the
                               OppenheimerFunds complex.

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

Brian C. Szilagyi              Assistant Vice President of OppenheimerFunds, Inc.
Assistant Treasurer            (since July 2004); Director of Financial Reporting
since 2005                     and Compliance of First Data Corporation (April
Age: 36                        2003-July 2004); Manager of Compliance of Berger
                               Financial Group LLC (May 2001-March 2003); Director
                               of Mutual Fund Operations at American Data Services,
                               Inc. (September 2000-May 2001).. An officer of 91
                               portfolios in the OppenheimerFunds complex.

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

Robert G. Zack,                Executive Vice President (since January 2004) and
Vice President & Secretary     General Counsel (since March 2002) of
Since 2001                     OppenheimerFunds, Inc.; General Counsel of the
Age: 58                        Manager and Distributor (since December 2001);
                               General Counsel and Director of OppenheimerFunds
                               Distributor, Inc. (since December 2001); Senior Vice
                               President, General Counsel and Director of the
                               Transfer Agent, Shareholder Financial Services,
                               Inc., OFI Private Investments, Inc. and OFI Trust
                               Company (since November 2001); Senior Vice President
                               and General Counsel of HarbourView Asset Management
                               Corporation (since December 2001); Secretary and
                               General Counsel of OAC (since November 2001);
                               Assistant Secretary (since September 1997) and
                               Director (since November 2001) of OppenheimerFunds
                               International Ltd. and OppenheimerFunds plc; Vice
                               President and Director of Oppenheimer Partnership
                               Holdings, Inc. (since December 2002); Director of
                               Oppenheimer Real Asset Management, Inc. (since
                               November 2001); Vice President of OppenheimerFunds
                               Legacy Program (since June 2003); Senior Vice
                               President and General Counsel  of OFI Institutional
                               Asset Management, Inc.(since November 2001);
                               Director of OppenheimerFunds (Asia) Limited (since
                               December 2003); Senior Vice President (May
                               1985-December 2003), Acting General Counsel
                               (November 2001-February 2002) and Associate General
                               Counsel (May 1981-October 2001) of OppenheimerFunds,
                               Inc.; Assistant Secretary of the following: Transfer
                               Agent (May 1985-November 2001), Shareholder
                               Financial Services, Inc. (November 1989-November
                               2001); and OppenheimerFunds International Ltd.
                               (September1997-November 2001). An officer of 91
                               portfolios in the OppenheimerFunds complex.

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

Lisa I. Bloomberg,             Vice President and Associate Counsel of
Assistant Secretary since 2004 OppenheimerFunds, Inc. (since May 2004); First Vice
Age:  38                       President (April 2001-April 2004), Associate General
                               Counsel (December 2000-April 2004), Corporate Vice
                               President (May 1999-April 2001) and Assistant
                               General Counsel (May 1999-December 2000) of UBS
                               Financial Services Inc. (formerly, PaineWebber
                               Incorporated). An officer of 91 portfolios in the
                               OppenheimerFunds complex.

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

Kathleen T. Ives,              Vice President (since June 1998) and Senior Counsel
Assistant Secretary            and Assistant Secretary (since October 2003) of
since 2001                     OppenheimerFunds, Inc.; Vice President (since 1999)
Age: 40                        and Assistant Secretary (since October 2003) of the
                               Distributor; Assistant Secretary of Manager (since
                               October 2003); Vice President and Assistant
                               Secretary of Shareholder Services, Inc. (since
                               1999); Assistant Secretary of  OppenheimerFunds
                               Legacy Program and of Shareholder Financial
                               Services, Inc. (since December 2001); Assistant
                               Counsel of the Manager (August 1994-October 2003).
                               An officer of 91 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); First
Age: 42                        Vice President (2000-September 2004); Director
                               (2000-September 2004)) and Vice President
                               (1998-2000) of Merrill Lynch Investment Management.
                               An officer of 91 portfolios in the OppenheimerFunds
                               complex.

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


|X|   Remuneration of the Officers and Trustees. The officers and the Mr.
Murphy, who are affiliated with the Manager, and receive no salary or fee
from the Trust. The Independent Trustees and Mr. Grabish received the
compensation shown below from the Trust for serving as a Trustee and member
of a committee (if applicable), with respect to the Trust's fiscal year ended
June 30, 2006. The total compensation, including accrued retirement benefits,
from the Trust and fund complex represents compensation received for serving
as a Trustee and member of a committee (if applicable) of the Boards of the
Trust and other funds in the OppenheimerFunds complex during the calendar
year ended December 31, 2005.


------------------------------------------------------------------------------
  Trustee Name and Other Trust          Aggregate        Total Compensation

                                      Compensation       From Trust and Fund
                                  from Trust(1) Fiscal     Complex(2) Year
  Position(s) (as applicable)      Year Ended June 30,   ended December 31,
                                          2006                  2005

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

 William L. Armstrong                    $13,230              $178,000

Chairman    of   the   Board   of
Trustees      and      Governance
Committee Member
------------------------------------------------------------------------------
------------------------------------------------------------------------------

Robert G. Avis                           $8,814               $118,500

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

George Bowen                             $8,814               $118,500

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

Edward L. Cameron                        $10,367              $136,000

 Audit Committee Chairman
------------------------------------------------------------------------------
------------------------------------------------------------------------------

Jon S. Fossel                            $9,324               $124,100

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

Sam Freedman                             $8,814               $118,500

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

Richard Grabish(3)                       $8,814                $11,273

  Review Committee Member
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Beverly L. Hamilton

Review Committee Member and             $8,814(4)             $107,175
Governance Committee Member

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

Governance Committee Chairman          $10,127(6)             $134,868
and Audit Committee Member

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

F. William Marshall, Jr.                 $8,814              $169,500(5)

Audit Committee Member and
Governance Committee Member
------------------------------------------------------------------------------
1.     "Aggregate   Compensation   from  Trust"  includes  fees  and  deferred
   compensation, if any.

2.    In accordance with SEC  regulations,  for purposes of this section only,
   "Fund   Complex"   includes   the   Oppenheimer   funds,   the   MassMutual
   Institutional  Funds,  the  MassMutual  Select  Funds  and the  MML  Series
   Investment  Fund, the investment  adviser for which is the indirect  parent
   company of the  OppenheimerFunds,  Inc.  The  OppenheimerFunds,  Inc.  also
   serves  as  the   Sub-Advisor   to  the   following:   MassMutual   Premier
   International   Equity  Fund,   Mass  Mutual   Premier  Main  Street  Fund,
   MassMutual  Premier  Strategic  Income  Fund,  MassMutual  Premier  Capital
   Appreciation    Fund   and    MassMutual    Premier    Global   Fund.   The
   OppenheimerFunds,  Inc. does not consider MassMutual  Institutional  Funds,
   MassMutual  Select Funds and MML Series  Investment  Fund to be part of the
   OppenheimerFunds' "Fund Complex" as that term may be otherwise interpreted.

3.    Mr. Grabish serves as Trustee for only the following  funds:  Centennial
   California Tax Exempt Trust,  Centennial Government Trust, Centennial Money
   Market  Trust,  Centennial  New York Tax Exempt  Trust and  Centennial  Tax
   Exempt Trust.

4.    Includes   $8,814   deferred  by  Ms.   Hamilton   under  the  "Deferred
   Compensation Plan" described below.
5. Includes  $4,614  deferred by Mr. Malone under the  "Deferred  Compensation
   Plan" described below.
6.    Includes  $51,000  compensation  paid to Mr.  Marshall  for serving as a
   Trustee for MassMutual Select Funds and MML Series Investment Fund.


|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 amount of compensation deferred and the performance of the
selected funds.


      Deferral of Trustees' 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 SEC, the Trust may invest in the funds selected by the Trustees under
the plan without shareholder approval for the limited purpose of determining
the value of the Trustees' deferred compensation account.

      |X|               Major Shareholders.  As of August 14, 2006 the only
persons or entities who owned of record or were known by the Trust to own
beneficially 5% or more of the Trust's outstanding shares were: A.G. Edwards
& Sons, Inc. ("Edwards"), for the Sole Benefit of its Customers, Attn. Money
Fund Dept., 1 North Jefferson Avenue, St. Louis, Missouri 63103, which owned
23,370,304,687.29 shares of the Trust which was 98.64% 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.  A.G. Edwards,
Inc. is a minority owner of Oppenheimer Acquisition Corporation, the parent
company of the Manager, Distributor, and Transfer Agent.


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, a global, diversified insurance and financial
services organization.

      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, who have access to
information that could permit them to 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.


      The Trust pays expenses not expressly assumed by the Manager under the
investment advisory agreement.  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
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

      2004                                 $75,083,207

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

      2005                                 $69,864,089

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

      2006                                 $71,757,291

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


      Prior to the Shareholder vote held on November 24, 2003, when this
limitation was removed, 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 2004 fiscal year, the Manager reimbursed $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.

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, 2006. 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             $4,782.3
                                                      None              None

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

                         4                  None                 None
      Carol E. Wolf              $4,782.3                                   None
                                                      None

     -----------------
              *  In millions.

      (1) Does not include personal accounts of portfolio managers and their
      families, which are subject to the Code of Ethics.

           As indicated above, the Portfolio Managers also manage 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 Managers 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 Managers 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 Managers.  The Trust's Portfolio Managers
      are 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, 2006
      the Portfolio Managers' 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 Managers' 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 Managers. The compensation structure of the
      other funds and accounts managed by the Portfolio Managers is the same
      as the compensation structure of the Trust, described above.

     Ownership of Trust Shares.  As of June 30, 2006 the Portfolio  Managers did
not beneficially own shares of the Trust.


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  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. 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.

     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 period 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  periodically 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,  2006  payments  under the plan  totaled
$43,015,639. The Distributor retained nothing and the remaining balance was paid
out by the  Distributor to recipients,  which included $444 paid to an affiliate
of the Distributor's parent company.  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.

For the fiscal year ended June 30, 2006,  the Manager  paid,  in the  aggregate,
$46,493,134 in fees out of its own resources for distribution assistance to A.G.
Edwards & Sons, Inc. Those distribution  assistance payments were paid based
on annual  rates  applied to the  average net asset  value  during the  calendar
quarter of qualified assets of the Centennial funds.

Payments to Trust Intermediaries

     Financial  intermediaries  may receive  various  forms of  compensation  or
reimbursement  from the Trust in the form of 12b-1 plan payments as described in
the preceding section of this SAI.  Additionally,  the Manager,  the Distributor
and/or the  Sub-Distributor  (including  their  affiliates) may make payments to
financial intermediaries in connection with their offering and selling shares of
the Trust and other  Oppenheimer  or Centennial  funds,  providing  marketing or
promotional  support,  transaction  processing and/or  administrative  services.
Among the financial  intermediaries  that may receive these payments are brokers
and dealers who sell and/or  hold  shares of the Trust,  banks  (including  bank
trust  departments),   registered  investment  advisers,   insurance  companies,
retirement  plan and  qualified  tuition  program  administrators,  third  party
administrators,  and other institutions that have selling,  servicing or similar
arrangements with the Manager,  Distributor or Sub-Distributor.  The payments to
intermediaries  vary by the types of product sold, the features of the Trust and
the role played by the intermediary.

     Possible  types of payments to financial  intermediaries  include,  without
limitation, those discussed below.

o    Payments made by the Trust,  or by an investor  buying or selling shares of
     the Trust may include:

o    ongoing  asset-based  payments  attributable  to the share class  selected,
     including  fees payable  under the Trust's  service plan adopted under Rule
     12b-1 under the  Investment  Company  Act,  which are paid from the Trust's
     assets (see " Service Plan" above);

o    shareholder   servicing   payments  for   providing   omnibus   accounting,
     recordkeeping,  networking,  sub-transfer agency or other administrative or
     shareholder services, including retirement plan and 529 plan administrative
     services fees,  which are paid from the assets of a Trust as  reimbursement
     to the Manager,  Distributor or Sub-Distributor  for expenses they incur on
     behalf of the Trust.

o    Payments made by the Manager,  Distributor or Sub-Distributor  out of their
     respective  resources  and assets,  which may  include  profits the Manager
     derives from investment advisory fees paid by the Trust. These payments are
     made  at  the   discretion   of  the   Manager,   Distributor   and/or  the
     Sub-Distributor.  These  payments,  often referred to as "revenue  sharing"
     payments, may be in addition to the payments by the Trust listed above.

o    These types of payments may reflect  compensation  for  marketing  support,
     support  provided in offering the Trust or other  Oppenheimer or Centennial
     funds  through   certain  trading   platforms  and  programs,   transaction
     processing or other services;

o    The  Manager,  Distributor  and  Sub-Distributor  each may  also pay  other
     compensation  to the extent the payment is not  prohibited by law or by any
     self-regulatory  agency,  such as the NASD.  Payments are made based on the
     guidelines  established by the Manager,  Distributor  and  Sub-Distributor,
     subject to applicable law.

     These  payments may provide an incentive  to  financial  intermediaries  to
actively market or promote the sale of shares of the Trust or other  Oppenheimer
or Centennial  funds, or to support the marketing or promotional  efforts of the
Distributor in offering  shares of the Trust or other  Oppenheimer or Centennial
funds. In addition,  some types of payments may provide a financial intermediary
with an incentive  to recommend  the Trust.  Financial  intermediaries  may earn
profits on these  payments,  since the amount of the payment may exceed the cost
of providing the service.  Certain of these  payments are subject to limitations
under applicable law. Financial intermediaries may categorize and disclose these
arrangements to their clients and to members of the public in a manner different
from the disclosures in the Trust's prospectus and this SAI. You should ask your
financial  intermediary for information  about any payments it receives from the
Trust,  the Manager the Distributor or the  Sub-Distributor  and any services it
provides, as well as the fees and commissions it charges.

     Although brokers or dealers that sell Trust shares may also act as a broker
or dealer in connection  with the execution of the purchase or sale of portfolio
securities by the Trust or other  Oppenheimer  or Centennial  funds, a financial
intermediary's  sales of  shares  of the  Trust  or such  other  Oppenheimer  or
Centennial funds is not a consideration for the Manager when choosing brokers or
dealers to effect portfolio transactions for the Trust or such funds.

     Revenue  sharing  payments  can  pay  for   distribution-related  or  asset
retention items including, without limitation,

o    transactional support, one-time charges for setting up access for the Trust
     or other Oppenheimer or Centennial funds on particular trading systems, and
     paying the intermediary's networking fees;

o    program support,  such as expenses related to including the Oppenheimer and
     Centennial  funds in retirement  plans,  college  savings plans,  fee-based
     advisory or wrap fee programs,  fund "supermarkets",  bank or trust company
     products  or  insurance   companies'  variable  annuity  or  variable  life
     insurance products;

o    placement   on  the   dealer's   list  of  offered   funds  and   providing
     representatives of the Distributor with access to a financial

            ------------------------------=======================================

intermediary's ADVEST, INC. sales meetings, sales representatives and management
representatives.

     Additionally, the Manager, Distributor or Sub-Distributor may make payments
for  firm  support,  such as  business  planning  assistance,  advertising,  and
educating a financial  intermediary's  sales  personnel about the Oppenheimer or
and Centennial funds and shareholder financial planning needs.

     For  the  year  ended   December  31,   2005,   the   following   financial
intermediaries  that are  broker-dealers  offering shares of the Oppenheimer and
Centennial funds, and/or their respective  affiliates,  received revenue sharing
or  similar  distribution-related  payments  from the  Manager,  Distributor  or
Sub-Distributor for marketing or program support:

ADVANTAGE CAPITAL CORP./FINANCIAL SERVICES CORP.

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

  Aegon USA                               Aetna Retirement Services, Inc.

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

  A.G. Edwards & Sons, Inc.               AIG Life

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

  Allianz Life Insurance Company          Allmerica Financial Life Insurance
                                          and Annuity Co.

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

  Allstate Financial Advisors             American Enterprise Life Insurance

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

  American General Securities, Inc.       American General Annuity

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

  Ameriprise Financial Services, Inc.     American Portfolio Financial
                                          Services, Inc.

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

  Ameritas Life Insurance Corporation     Annuity Investors Life

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

  Associated Securities                   AXA Advisors

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

  Banc One Securities Corp.               BNY Investment Center, Inc.

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

  Cadaret Grant & Co. Inc.                Charles Schwab - Great West Life

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

  Chase Investment Services Corp.         CitiCorp Investment Services, Inc.

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

  Citigroup Global Markets, Inc. (SSB)    CitiStreet

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

  Citizens Bank of Rhode Island           CJM Planning Corp.

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

  Columbus Life Insurance Company         Commonwealth Financial Network

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

  CUNA Brokerage Services, Inc.           CUSO Financial Services, L.P.

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

  Federal Kemper Life Assurance Company   Financial Network (ING)

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

  First Global Capital                    GE Financial Assurance - GE Life &
                                          Annuity

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

  Glenbrook Life and Annuity Co.          Hartford

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

  HD Vest                                 HSBC Brokerage (USA) Inc.

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

  ING Financial Advisers                  ING Financial Partners

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

  Jefferson Pilot Life Insurance Company  Jefferson Pilot Securities Corp.

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

  John Hancock Life Insurance Co.         Kemper Investors Life Insurance Co.

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

  Legend Equities Corp.                   Legg Mason

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

  Lincoln Benefit Life                    Lincoln Financial

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

  Lincoln Investment Planning, Inc.       Lincoln National Life

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

  Linsco Private Ledger                   MassMutual Financial Group and
                                          affiliates

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

  McDonald Investments, Inc.              Merrill Lynch & Co. and affiliates

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

  MetLife and affiliates                  Minnesota Life Insurance Company

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

  Mony Life Insurance Co.                 Morgan Stanley Dean Witter, Inc.

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

  Multi-Financial (ING)                   Mutual Service Corporation

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

  National Planning Holdings, Inc.        Nationwide and affiliates

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

  NFP                                     New York Life Securities, Inc.

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

  Park Avenue Securities LLC              PFS Investments, Inc.

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

  Prime Capital Services, Inc.            Primevest Financial Services, Inc.
                                          (ING)

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

  Protective Life Insurance Co.           Prudential Investment Management
                                          Services LLC

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

  Raymond James & Associates              Raymond James Financial Services

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

  RBC Dain Rauscher Inc.                  Royal Alliance

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

  Securities America Inc.                 Security Benefit Life Insurance Co.

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

  Sentra Securities                       Signator Investments

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

  Sun Life Assurance Company of Canada    SunAmerica Securities, Inc.

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

  SunTrust Securities                     Thrivent

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

  Travelers Life & Annuity Co., Inc.      UBS Financial Services Inc.

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

  Union Central Life Insurance Company    United Planners

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

  Valic Financial Advisors, Inc.          Wachovia Securities LLC

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

  Walnut Street Securities (Met Life      Waterstone Financial Group
  Network)

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

  Wells Fargo Investments, LLC

  ===============================================================================


      For the year ended December 31, 2005, the following firms, which in
some cases are broker-dealers, received payments from the Manager,
Distributor or Sub-Distributor for administrative or other services provided
(other than revenue sharing arrangements), as described above:


  ===============================================================================

  ABN AMRO FINANCIAL SERVICES INC.        ACS HR SOLUTIONS LLC

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

  Administrative Management Group         ADP Broker/Dealer Inc.

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

  Aetna Financial Services                Alliance Benefit Group

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

  American Stock Transfer & Trust Co      Ameriprise Financial Services, Inc.

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

  Baden Retirement Plan Services LLC      Banc One Securities Corp.

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

  BCG Securities                          Benefit Administration Company LLC

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

  Benefit Administration Inc.             Benefit Plans Administrative Services

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

  Benetech Inc.                           Bisys Retirement Services

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

  Boston Financial Data Services Inc.     Ceridian Retirement Plan Services

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

  Charles Schwab & Co Inc.                Charles Schwab Trust Company

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

  Circle Trust Company                    Citigroup Global Markets Inc.

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

  CitiStreet                              City National Bank

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

  Columbia Funds Distributor Inc.         CPI Qualified Plan Consultants Inc.

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

  Daily Access.Com Inc.                   Digital Retirement Solutions

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

  DST Systems Inc.                        Dyatech LLC

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

  Edgewood/Federated Investments          ERISA Administrative Services Inc.

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

  Expert Plan Inc.                        FASCorp

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

  FBD Consulting Inc.                     Fidelity Institutional Operations Co.

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

  Fidelity Investments                    First National Bank of Omaha

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

  First Trust Corp.                       First Trust-Datalynx

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

  Franklin Templeton                      Geller Group LTD

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

  GoldK Inc.                              Great West Life & Annuity Ins Co.

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

  Hartford Life Insurance Co              Hewitt Associates LLC

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

  ICMA-RC Services LLC                    Independent Plan Coordinators Inc.

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

  ING                                     Ingham Group

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

  Interactive Retirement Systems          Invesco Retirement Plans

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

  Invesmart                               InWest Pension Management

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

  John Hancock Life Insurance Co.         JPMorgan Chase & Co

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

  JPMorgan Chase Bank                     July Business Services

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

  Kaufman & Goble                         Leggette & Company Inc.

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

  Lincoln National Life                   MassMutual Financial Group and
                                          affiliates

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

  Matrix Settlement & Clearance Services  Mellon HR Solutions

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

  Mercer HR Services                      Merrill Lynch & Co., Inc.

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

  Metavante 401(k) Services               Metlife Securities Inc.

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

  MFS Investment Management               Mid Atlantic Capital Corp.

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

  Milliman Inc.                           Morgan Stanley Dean Witter Inc.

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

  National City Bank                      National Financial Services Corp.

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

  Nationwide Investment Service Corp.     New York Life Investment Management

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

  Northeast Retirement Services           Northwest Plan Services Inc.

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

  Pension Administration and Consulting   PFPC Inc.

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

  Plan Administrators Inc.                PlanMember Services Corporation

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

  Princeton Retirement Group Inc.         Principal Life Insurance Co

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

  Programs for Benefit Plans Inc.         Prudential Retirement Insurance &
                                          Annuity Co.

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

  Prudential Retirement Services          PSMI Group

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

  Putnam Investments                      Quads Trust Company

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

  RSM McGladrey Retirement Resources      SAFECO

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

  Standard Insurance Co                   Stanley Hunt DuPree Rhine

  -------------------------------------------------------------------------------
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  Stanton Group Inc.                      State Street Bank & Trust

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

  Strong Capital Management Inc.          Symetra Investment Services Inc.

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

  T Rowe Price Associates                 Taylor Perky & Parker LLC

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

  Texas Pension Consultants               The 401(K) Company

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

  The Chicago Trust Company               The Retirement Plan Company LLC

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

  The Vanguard Group                      TruSource

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

  Unified Fund Services Inc.              Union Bank & Trust Co. (Nebraska)

  -------------------------------------------------------------------------------
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  USI Consulting Group (CT)               Valic Retirement Services Co

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

  Wachovia Bank NA                        Web401k.com

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

  Wells Fargo Bank NA                     Wilmington Trust Company

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

  WySTAR Global Retirement Solutions

  ===============================================================================


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 6/30/06)
 (7 days ended   Effective Yield
    6/30/06)      (7 days ended
                    6/30/06)

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

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


     4.60%            4.70%           3.70%           1.81%           3.47%

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

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 SAI 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 receives information on 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 SAI.  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 Absolute Return Fund          Oppenheimer Main Street Fund
Oppenheimer AMT-Free Municipals           Oppenheimer Main Street Opportunity Fund
Oppenheimer AMT-Free New York Municipals  Oppenheimer Main Street Small Cap Fund
Oppenheimer Balanced Fund                 Oppenheimer MidCap Fund
Oppenheimer California Municipal Fund     Oppenheimer New Jersey Municipal Fund
Oppenheimer Capital Appreciation Fund     Oppenheimer Pennsylvania Municipal Fund
Oppenheimer Capital Income Fund           Oppenheimer Quest Balanced Fund
                                          Oppenheimer  Quest  Capital  Value Fund,
Oppenheimer Champion Income Fund          Inc.
Oppenheimer Convertible Securities Fund   Oppenheimer Quest Opportunity Value Fund
Oppenheimer Core Bond Fund                Oppenheimer Quest Value Fund, Inc.
Oppenheimer Developing Markets Fund       Oppenheimer Main Street Fund
Oppenheimer Discovery Fund                Oppenheimer Real Asset Fund
Oppenheimer Dividend Growth Fund          Oppenheimer Real Estate Fund
                                          Oppenheimer  Rochester Arizona Municipal
Oppenheimer Emerging Growth Fund          Fund
                                          Oppenheimer      Rochester      Maryland
Oppenheimer Emerging Technologies Fund    Municipal Fund
                                          Oppenheimer   Rochester    Massachusetts
Oppenheimer Enterprise Fund               Municipal Fund
                                          Oppenheimer      Rochester      Michigan
Oppenheimer Discovery Fund                Municipal Fund
                                          Oppenheimer      Rochester      National
Oppenheimer Equity Fund, Inc.             Municipals
                                          Oppenheimer   Rochester  North  Carolina
Oppenheimer Global Fund                   Municipal Fund
                                          Oppenheimer   Rochester  Ohio  Municipal
Oppenheimer Global Opportunities Fund     Fund
                                          Oppenheimer      Rochester      Virginia
Oppenheimer Gold & Special Minerals Fund  Municipal Fund
Oppenheimer Growth Fund                   Oppenheimer Select Value Fund
Oppenheimer High Yield Fund               Oppenheimer Senior Floating Rate Fund
Oppenheimer International Bond Fund       Oppenheimer Small- & Mid- Cap Value Fund
Oppenheimer   International   Diversified
Fund                                      Oppenheimer Strategic Income Fund
Oppenheimer International Growth Fund     Oppenheimer U.S. Government Trust
Oppenheimer  International  Small Company
Fund                                      Oppenheimer Value Fund
Oppenheimer International Value Fund      Limited Term New York Municipal Fund
Oppenheimer   Limited   Term   California
Municipal Fund                            Rochester Fund Municipals
                                          Oppenheimer Portfolio Series
                                             Active Allocation Fund
                                             Aggressive Investor Fund
                                             Conservative Investor Fund
Oppenheimer Limited Term Government Fund     Moderate Investor 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.

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 SAI 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 SAI is based on tax law in
effect on the date of the Prospectus  and this SAI.  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.

                       CENTENNIAL MONEY MARKET TRUST

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
TO THE BOARD OF TRUSTEES AND SHAREHOLDERS OF CENTENNIAL MONEY MARKET TRUST:
We have audited the accompanying statement of assets and liabilities of
Centennial Money Market Trust, including the statement of investments, as of
June 30, 2006, and the related statement of operations for the year then ended,
the statements of changes in net assets for each of the two years in the period
then ended, and the financial highlights for each of the five years in the
periods presented. These financial statements and financial highlights are the
responsibility of the Trust's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.

      We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements and financial highlights are free of material misstatement.
The Trust is not required to have, nor were we engaged to perform, an audit of
its internal control over financial reporting. Our audit includes consideration
of internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Trust's internal control over
financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. Our procedures included confirmation
of securities owned as of June 30, 2006, by correspondence with the custodian
and brokers; where replies were not received from brokers, we performed other
auditing procedures. We believe that our audits provide a reasonable basis for
our opinion.

      In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of
Centennial Money Market Trust as of June 30, 2006, the results of its operations
for the year then ended, the changes in its net assets for each of the two years
in the period then ended, and the financial highlights for each of the five
years in the periods presented, in conformity with accounting principles
generally accepted in the United States of America.


DELOITTE & TOUCHE LLP

Denver, Colorado
August 8, 2006




                        6 | CENTENNIAL MONEY MARKET TRUST

STATEMENT OF INVESTMENTS  June 30, 2006
--------------------------------------------------------------------------------

                                                   PRINCIPAL              VALUE
                                                      AMOUNT         SEE NOTE 1
--------------------------------------------------------------------------------
CERTIFICATES OF DEPOSIT--21.5%
--------------------------------------------------------------------------------
DOMESTIC CERTIFICATES OF DEPOSIT--6.7%
Abbey National
Treasury Services,
5.245%, 8/14/06                               $   70,000,000    $    70,000,000
--------------------------------------------------------------------------------
Citibank NA:
5.09%, 7/27/06                                   161,000,000        161,000,000
5.275%, 9/11/06                                  160,000,000        160,000,000
5.295%, 9/13/06                                  100,000,000        100,000,000
5.415%, 9/22/06                                  170,000,000        170,000,000
5.435%, 9/25/06                                   59,000,000         59,000,000
--------------------------------------------------------------------------------
Washington
Mutual Bank FA:
5.07%, 7/12/06                                   100,000,000        100,000,000
5.27%, 8/11/06                                   150,000,000        150,000,000
--------------------------------------------------------------------------------
Wells Fargo
Bank NA:
5.19%, 7/28/06                                   150,000,000        150,000,000
5.19%, 7/31/06                                   140,000,000        140,000,000
5.20%, 8/9/06                                    150,000,000        150,000,000
5.24%, 7/24/06                                   100,000,000        100,000,000
                                                                ----------------
                                                                  1,510,000,000

--------------------------------------------------------------------------------
YANKEE CERTIFICATES OF DEPOSIT--14.8%
Abbey National
Treasury Services,
5.13%, 7/20/06                                   141,500,000        141,500,000
--------------------------------------------------------------------------------
Barclays Bank
plc, New York:
5.09%, 7/17/06                                   120,000,000        120,000,000
5.33%, 8/21/06                                    55,000,000         55,000,000
5.44%, 9/25/06                                   145,000,000        145,000,000
--------------------------------------------------------------------------------
BNP Paribas,
New York,
5.291%, 8/2/06                                   120,000,000        119,969,280
--------------------------------------------------------------------------------
Calyon, New York,
5.175%, 8/4/06                                   100,000,000        100,000,000
--------------------------------------------------------------------------------
Canadian Imperial
Bank of Commerce NY:
5.215%, 8/14/06                                  150,000,000        150,000,000
5.25%, 8/14/06                                   130,000,000        130,000,000
5.36%, 8/28/06                                   101,000,000        101,000,000
--------------------------------------------------------------------------------
Lloyds TSB Bank
plc, New York:
5.15%, 7/26/06                                   180,000,000        180,000,000
5.153%, 7/28/06                                  168,000,000        168,000,000
5.355%, 9/14/06                                  175,000,000        175,000,000

                                                   PRINCIPAL              VALUE
                                                      AMOUNT         SEE NOTE 1
--------------------------------------------------------------------------------
YANKEE CERTIFICATES OF DEPOSIT Continued
Nordea Bank
Finland plc, NY
Branch, 5.105%,
8/11/06                                       $   50,000,000    $    49,995,197
--------------------------------------------------------------------------------
Royal Bank of
Canada New
York Branch:
5.06%, 7/7/06                                     50,000,000         50,000,000
5.08%, 7/13/06                                    88,000,000         88,000,000
5.085%, 7/14/06                                   90,000,000         90,000,000
5.16%, 7/24/06                                    50,000,000         50,000,000
5.19%, 8/9/06                                     84,000,000         84,000,000
--------------------------------------------------------------------------------
Skandinaviska
Enskilda Banken,
New York:
4.965%, 7/6/06                                    46,000,000         45,999,968
5.079%, 10/3/06 1                                164,000,000        163,991,595
5.28%, 9/13/06                                    26,000,000         25,992,189
--------------------------------------------------------------------------------
Societe Generale
North America,
4.955%, 7/3/06                                   265,500,000        265,500,000
--------------------------------------------------------------------------------
Societe Generale,
New York:
5.085%, 7/17/06                                  137,000,000        137,000,000
5.175%, 8/9/06                                    80,000,000         80,000,000
--------------------------------------------------------------------------------
Svenska
Handelsbanken NY:
5.11%, 7/20/06                                   125,000,000        125,000,000
5.11%, 7/21/06                                   150,000,000        150,000,000
--------------------------------------------------------------------------------
Toronto Dominion
Bank, New York:
4.98%, 7/10/06                                    50,000,000         50,000,000
5.095%, 7/19/06                                   75,000,000         75,000,000
5.175%, 8/7/06                                   120,000,000        120,000,000
--------------------------------------------------------------------------------
Westpack Banking
Corp. New York,
5.09%, 8/4/06                                     75,000,000         74,993,653
                                                                ----------------
                                                                  3,310,941,882
                                                                ----------------

Total Certificates
of Deposit
(Cost $4,820,941,882)                                             4,820,941,882

--------------------------------------------------------------------------------
DIRECT BANK OBLIGATIONS--20.0%
--------------------------------------------------------------------------------
AB SPINTAB:
4.915%, 7/6/06                                    26,000,000         25,982,251
4.925%, 7/7/06                                   185,000,000        184,848,146


                        7 | CENTENNIAL MONEY MARKET TRUST

STATEMENT OF INVESTMENTS Continued
--------------------------------------------------------------------------------

                                                   PRINCIPAL              VALUE
                                                      AMOUNT         SEE NOTE 1
--------------------------------------------------------------------------------
DIRECT BANK OBLIGATIONS Continued
--------------------------------------------------------------------------------
AB SPINTAB: Continued
5.005%, 7/20/06                               $   80,000,000    $    79,788,678
5.14%, 8/15/06                                    50,000,000         49,678,750
5.335%, 9/19/06                                   78,000,000         77,075,267
--------------------------------------------------------------------------------
Bank of
America Corp.:
5.05%, 7/3/06                                     87,000,000         87,000,000
5.105%, 7/21/06                                   50,000,000         50,000,000
5.30%, 9/11/06                                   260,000,000        260,000,000
--------------------------------------------------------------------------------
Barclays US
Funding Corp.,
5.09%, 8/7/06                                     70,000,000         69,633,803
--------------------------------------------------------------------------------
BNP Paribas
Finance, Inc.,
5.13%, 8/7/06                                     86,000,000         85,546,565
--------------------------------------------------------------------------------
Calyon North
America, Inc.,
5.145%, 8/7/06                                    27,500,000         27,354,582
--------------------------------------------------------------------------------
Danske Corp.:
5.10%, 8/8/06 2                                   26,113,000         25,972,425
5.39%, 9/25/06 2                                 100,000,000         98,712,389
--------------------------------------------------------------------------------
Dexia Delaware
LLC:
4.925%, 7/7/06                                   117,675,000        117,578,408
5.28%, 7/31/06                                   200,000,000        199,120,000
--------------------------------------------------------------------------------
DnB NOR
Bank ASA,
4.91%, 7/5/06                                    159,200,000        159,113,250
--------------------------------------------------------------------------------
Governor & Co.
of the Bank
of Ireland:
5.135%, 8/7/06 2                                  85,000,000         84,551,401
5.14%, 11/22/06 2                                 73,000,000         71,499,120
--------------------------------------------------------------------------------
HBOS
Treasury Services:
4.905%, 7/6/06                                   141,500,000        141,403,603
4.995%, 7/19/06                                   46,000,000         45,885,115
4.995%, 7/20/06                                   25,500,000         25,432,776
5.20%, 9/8/06                                     25,306,000         25,053,784
5.225%, 9/15/06                                  140,000,000        138,455,722
5.295%, 9/19/06                                   82,980,000         82,003,602
5.385%, 9/26/06                                  100,000,000         98,698,625
5.39%, 9/28/06                                    79,000,000         77,947,303
--------------------------------------------------------------------------------
ICICI Bank Ltd.,
5.16%, 11/22/06                                   87,000,000         85,204,320

                                                   PRINCIPAL              VALUE
                                                      AMOUNT         SEE NOTE 1
--------------------------------------------------------------------------------
DIRECT BANK OBLIGATIONS Continued
--------------------------------------------------------------------------------
Nationwide
Building Society:
4.925%, 7/7/06 2                              $   85,000,000    $    84,930,229
5.065%, 7/21/06 2                                100,000,000         99,718,611
5.315%, 9/20/06 2                                193,000,000        190,691,961
--------------------------------------------------------------------------------
Nordea North
America, Inc.:
5.05%, 7/5/06                                    100,000,000         99,943,889
5.11%, 8/2/06                                    200,755,000        199,843,126
5.15%, 8/24/06                                    28,400,000         28,180,610
--------------------------------------------------------------------------------
Rabobank USA
Financial Corp.,
5.14%, 11/20/06                                   21,600,000         21,162,072
--------------------------------------------------------------------------------
Santander Central
Hispano Finance
(Delaware), Inc.:
5.025%, 7/14/06                                   50,000,000         49,909,271
5.17%, 8/15/06                                    19,975,000         19,845,912
--------------------------------------------------------------------------------
Scotiabanc, Inc.,
5.415%, 9/29/06 2                                 50,000,000         49,323,125
--------------------------------------------------------------------------------
Skandinaviska
Enskilda Banken AB:
5.272%, 11/22/06 1,2                              80,000,000         79,999,624
5.311%, 11/27/06 1,2                              75,000,000         75,000,000
--------------------------------------------------------------------------------
St. George Bank Ltd.:
5.06%, 7/12/06 2                                  20,000,000         19,969,078
5.07%, 8/8/06 2                                   80,000,000         79,571,867
--------------------------------------------------------------------------------
Stadshypotek
Delaware, Inc.:
5.01%, 7/19/06 2                                  10,500,000         10,473,698
5.31%, 8/8/06 2                                   78,700,000         78,258,887
--------------------------------------------------------------------------------
Toronto Dominion
Holdings (USA),
Inc., 4.91%, 7/5/06 2                             75,000,000         74,959,083
--------------------------------------------------------------------------------
UBS Finance
(Delaware) LLC:
4.93%, 7/10/06                                   201,000,000        200,752,268
4.995%, 7/19/06                                   44,000,000         43,890,110
5.285%, 8/3/06                                   186,000,000        185,098,908
--------------------------------------------------------------------------------
Westpac Banking
Corp.:
4.94%, 7/11/06 2                                 148,500,000        148,296,225
5.13%, 11/27/06 2                                173,000,000        169,326,778
                                                                ----------------
Total Direct Bank Obligations
(Cost $4,482,685,217)                                             4,482,685,217


                        8 | CENTENNIAL MONEY MARKET TRUST

                                                   PRINCIPAL              VALUE
                                                      AMOUNT         SEE NOTE 1
--------------------------------------------------------------------------------
LETTERS OF CREDIT--0.6%
--------------------------------------------------------------------------------
Suntrust Banks,
Inc. guaranteeing
commercial
paper of NATC
California LLC,
4.975%, 7/14/06
(Cost $149,730,521)                           $  150,000,000    $   149,730,521

--------------------------------------------------------------------------------
SHORT-TERM NOTES--57.2%
--------------------------------------------------------------------------------
ASSET-BACKED SECURITIES--23.5%
Amsterdam
Funding Corp.:
5.07%, 7/12/06 2                                  50,000,000         49,922,542
5.10%, 7/26/06 2                                  20,000,000         19,929,167
5.135%, 7/20/06 2                                 26,800,000         26,727,368
5.145%, 7/24/06 2                                 25,000,000         24,917,823
5.155%, 7/31/06 2                                107,470,000        107,008,327
5.17%, 8/3/06 2                                   55,000,000         54,739,346
5.19%, 8/16/06 2                                  55,000,000         54,635,258
5.22%, 7/27/06 2                                  74,500,000         74,219,135
--------------------------------------------------------------------------------
Barton
Capital Corp.:
5.05%, 7/3/06 2                                   25,840,000         25,832,750
5.16%, 8/3/06 2                                   55,500,000         55,237,485
5.17%, 8/4/06 2                                   50,000,000         49,755,861
--------------------------------------------------------------------------------
Cancara Asset
Securitization LLC:
5.30%, 7/5/06 2                                    2,732,000          2,730,391
5.30%, 7/26/06 2                                 186,929,000        186,240,997
--------------------------------------------------------------------------------
Crown Point
Capital Co.:
5.365%, 9/19/06 2                                 65,459,000         64,678,583
5.38%, 9/12/06 2                                  40,000,000         39,563,622
--------------------------------------------------------------------------------
Fairway Finance
Corp.:
5.03%, 7/7/06 2                                   21,025,000         21,007,374
5.305%, 9/14/06 2                                 42,370,000         41,901,723
5.335%, 9/18/06 2                                117,489,000        116,116,476
--------------------------------------------------------------------------------
FCAR Owner
Trust I:
5.06%, 7/7/06                                     25,000,000         24,978,917
5.33%, 9/15/06                                    93,000,000         91,953,543
--------------------------------------------------------------------------------
FCAR Owner
Trust II:
5.065%, 7/17/06                                  185,000,000        184,583,544
5.16%, 8/4/06                                    100,000,000         99,514,933
5.28%, 8/8/06                                     11,150,000         11,087,857

                                                   PRINCIPAL              VALUE
                                                      AMOUNT         SEE NOTE 1
--------------------------------------------------------------------------------
ASSET-BACKED SECURITIES Continued
Gemini
Securitization
Corp.:
5.07%, 7/7/06 2                               $   44,300,000    $    44,262,567
5.135%, 7/19/06 2                                 75,000,000         74,807,438
5.39%, 9/25/06 2                                 125,000,000        123,390,486
--------------------------------------------------------------------------------
Gotham Funding
Corp.:
5.165%, 8/7/06 2                                  50,000,000         49,734,576
5.265%, 7/21/06 2                                 62,225,000         62,042,992
5.31%, 7/24/06 2                                  59,066,000         58,865,996
5.31%, 7/26/06 2                                 100,000,000         99,631,250
5.33%, 8/3/06 2                                   73,200,000         72,842,357
--------------------------------------------------------------------------------
GOVCO, Inc.:
5.07%, 7/13/06 2                                  47,100,000         47,020,401
5.33%, 8/16/06 2                                  50,000,000         49,659,472
5.33%, 8/17/06 2                                  45,000,000         44,686,863
5.33%, 9/18/06 2                                  50,000,000         49,415,181
--------------------------------------------------------------------------------
Grampian
Funding LLC,
5.15%, 11/21/06                                  100,000,000         97,954,306
--------------------------------------------------------------------------------
Legacy Capital
Co. LLC:
4.93%, 7/6/06                                     86,468,000         86,408,793
4.98%, 7/18/06                                    68,100,000         67,939,852
5.23%, 9/5/06                                     35,043,000         34,706,996
5.315%, 9/15/06                                   83,869,000         82,927,943
5.36%, 9/22/06                                   118,635,000        117,168,935
--------------------------------------------------------------------------------
Lexington Parker
Capital Co. LLC:
5.025%, 7/24/06 2                                150,000,000        149,518,438
5.035%, 7/25/06 2                                 50,000,000         49,832,167
5.05%, 7/6/06 2                                   17,200,000         17,187,936
5.05%, 7/11/06 2                                  48,649,000         48,580,756
5.05%, 7/14/06 2                                  83,000,000         82,848,341
5.065%, 7/19/06 2                                 75,000,000         74,810,063
--------------------------------------------------------------------------------
Neptune Funding
Corp.:
4.945%, 7/6/06 2                                  26,000,000         25,982,143
5%, 7/10/06 2                                     50,000,000         49,937,500
5%, 7/12/06 2                                    103,344,000        103,186,113
5.01%, 7/14/06 2                                  36,000,000         35,934,870
5.12%, 7/19/06 2                                  14,083,000         14,046,948
5.23%, 8/2/06 2                                   35,254,000         35,090,108
5.34%, 9/1/06 2                                   77,601,000         76,895,872
--------------------------------------------------------------------------------
Nordea North
America, Inc.,
5.165%, 8/14/06                                   35,000,000         34,779,053


                        9 | CENTENNIAL MONEY MARKET TRUST

STATEMENT OF INVESTMENTS Continued
--------------------------------------------------------------------------------

                                                   PRINCIPAL              VALUE
                                                      AMOUNT         SEE NOTE 1
--------------------------------------------------------------------------------
ASSET-BACKED SECURITIES Continued
Old Line
Funding Corp.:
5.03%, 7/7/06 2                               $   56,124,000    $    56,076,949
5.05%, 7/6/06 2                                   30,131,000         30,109,866
5.05%, 7/10/06 2                                  60,331,000         60,254,832
5.055%, 7/14/06 2                                 87,523,000         87,363,234
5.06%, 7/11/06 2                                  32,525,000         32,479,284
--------------------------------------------------------------------------------
Ormond Quay
Funding LLC:
5.13%, 7/7/06 2                                    5,000,000          4,995,725
5.33%, 7/24/06 2                                 150,000,000        149,489,208
5.33%, 7/27/06 2                                 150,000,000        149,422,583
5.33%, 7/28/06 2                                  50,000,000         49,800,125
--------------------------------------------------------------------------------
Perry Global
Funding LLC,
Series A:
5.04%, 7/6/06 2                                   92,000,000         91,935,600
5.06%, 7/19/06 2                                  82,900,000         82,690,263
--------------------------------------------------------------------------------
Regency Markets
No. 1 LLC,
5.27%, 8/15/06 2                                  15,000,000         14,901,188
--------------------------------------------------------------------------------
Sheffield
Receivables Corp.:
5.07%, 7/17/06 2                                  35,230,000         35,150,615
5.30%, 8/2/06 2                                  100,000,000         99,528,889
--------------------------------------------------------------------------------
Solitaire
Funding LLC:
5.06%, 7/13/06 2                                  50,000,000         49,915,667
5.095%, 7/25/06 2                                110,000,000        109,626,367
5.155%, 8/7/06 2                                  80,000,000         79,576,144
5.185%, 8/10/06 2                                 50,000,000         49,711,944
5.27%, 8/23/06 2                                  32,000,000         31,751,724
5.345%, 9/20/06 2                                122,000,000        120,532,798
--------------------------------------------------------------------------------
Victory Receivables
Corp.:
5.07%, 7/6/06 2                                   44,638,000         44,606,567
5.08%, 7/17/06 2                                  32,700,000         32,626,171
5.245%, 8/7/06 2                                  51,200,000         50,923,996
5.25%, 8/1/06 2                                  128,070,000        127,491,017
5.30%, 8/4/06 2                                   45,500,000         45,272,247
--------------------------------------------------------------------------------
Yorktown Capital
LLC:
5.24%, 7/28/06 2                                  20,645,000         20,563,865
5.25%, 7/20/06 2                                  73,509,000         73,305,319
                                                                ----------------
                                                                  5,269,481,921

                                                   PRINCIPAL              VALUE
                                                      AMOUNT         SEE NOTE 1
--------------------------------------------------------------------------------
BEVERAGES--0.1%
Better Brands of
South Georgia LLP
Series 2003,
5.35%, 7/3/06 1                               $   11,600,000    $    11,600,000
--------------------------------------------------------------------------------
CAPITAL MARKETS--4.6%
Banc of America
Securities LLC,
5.15%, 7/3/06 1                                  180,000,000        180,000,000
--------------------------------------------------------------------------------
Bear Stearns Cos.,
Inc.:
4.95%, 7/12/06                                    70,000,000         69,894,125
5.28%, 8/18/06                                    46,500,000         46,172,640
5.35%, 9/21/06                                    93,000,000         91,866,692
5.36%, 9/11/06                                    27,000,000         26,710,560
5.39%, 9/27/06                                   141,000,000        139,142,247
--------------------------------------------------------------------------------
Citigroup Funding,
Inc., 5%, 7/18/06                                 30,000,000         29,929,167
--------------------------------------------------------------------------------
Goldman Sachs
Group, Inc.:
5.188%, 4/6/07 1,3                               180,000,000        180,000,000
5.40%, 10/30/06 1,3                              233,000,000        233,000,000
--------------------------------------------------------------------------------
Lehman Brothers,
Inc., 5.125%, 7/3/06 1                            43,000,000         43,000,000
                                                                ----------------
                                                                  1,039,715,431

--------------------------------------------------------------------------------
CHEMICALS--1.1%
BASF AG:
5.08%, 7/19/06 2                                 148,000,000        147,624,080
5.095%, 7/26/06 2                                 90,000,000         89,681,563
                                                                ----------------
                                                                    237,305,643

--------------------------------------------------------------------------------
COMMERCIAL BANKS--3.9%
Bank of America
Corp.:
5.04%, 7/10/06                                   138,500,000        138,325,490
5.115%, 8/2/06                                    50,000,000         49,772,667
5.37%, 9/14/06                                    90,000,000         90,000,000
--------------------------------------------------------------------------------
HSBC USA,
Inc.:
4.98%, 7/3/06                                     44,500,000         44,487,688
5.035%, 7/13/06                                   89,000,000         88,850,628
5.043%, 7/14/06                                   25,000,000         24,954,473
5.37%, 9/22/06                                    94,000,000         92,836,202
--------------------------------------------------------------------------------
Marshall
& Ilsley Corp.,
5.115%, 8/2/06                                    20,000,000         19,909,067


                       10 | CENTENNIAL MONEY MARKET TRUST

                                                   PRINCIPAL              VALUE
                                                      AMOUNT         SEE NOTE 1
--------------------------------------------------------------------------------
COMMERCIAL BANKS Continued
National City
Credit Corp.:
4.96%, 7/13/06                                $   60,000,000    $    59,900,800
5.035%, 7/12/06                                  100,000,000         99,846,153
5.11%, 8/3/06                                     72,500,000         72,160,398
5.25%, 8/17/06                                   100,000,000         99,314,583
                                                                ----------------
                                                                    880,358,149

--------------------------------------------------------------------------------
COMMERCIAL FINANCE--1.1%
Countrywide
Financial Corp.:
5.25%, 7/12/06                                    57,000,000         56,908,563
5.32%, 7/28/06                                    40,300,000         40,139,203
5.45%, 7/3/06                                     43,913,000         43,899,704
--------------------------------------------------------------------------------
Private Export
Funding Corp.:
5.01%, 7/18/06 2                                  23,000,000         22,945,586
5.21%, 9/7/06 2                                   43,000,000         42,576,832
5.25%, 7/5/06 2                                    8,000,000          7,995,333
5.32%, 8/29/06 2                                  29,000,000         28,747,152
                                                                ----------------
                                                                    243,212,373

--------------------------------------------------------------------------------
CONSUMER FINANCE--2.0%
American Express
Credit Corp.:
5.02%, 7/13/06                                   150,000,000        149,749,000
5.05%, 7/12/06                                   150,000,000        149,769,917
5.05%, 7/17/06                                    75,000,000         74,831,667
5.08%, 7/14/06                                    50,000,000         49,908,278
--------------------------------------------------------------------------------
American Express
Credit Corp.,
Series B,
5.289%, 12/15/06 1                                25,000,000         25,013,649
                                                                ----------------
                                                                    449,272,511

--------------------------------------------------------------------------------
DIVERSIFIED FINANCIAL SERVICES--5.4%
General Electric
Capital Corp.:
5.02%, 7/13/06                                   100,000,000         99,832,667
5.24%, 8/16/06                                   100,000,000         99,330,444
5.28%, 8/21/06                                    81,000,000         80,394,559
--------------------------------------------------------------------------------
General Electric
Capital Services:
5.025%, 7/14/06                                  100,000,000         99,818,542
5.265%, 8/18/06                                   54,000,000         53,620,920

                                                   PRINCIPAL              VALUE
                                                      AMOUNT         SEE NOTE 1
--------------------------------------------------------------------------------
DIVERSIFIED FINANCIAL SERVICES Continued
Greenwich Capital
Holdings, Inc.,
5.15%, 2/15/07 1                              $  170,000,000    $   170,000,000
--------------------------------------------------------------------------------
HSBC Finance
Corp.:
4.905%, 7/7/06                                    63,000,000         62,948,498
5.03%, 7/28/06                                   189,000,000        188,286,998
5.305%, 9/21/06                                  193,000,000        190,667,863
--------------------------------------------------------------------------------
Prudential Funding
LLC, 5.11%, 7/27/06 3                            164,000,000        163,394,749
                                                                ----------------
                                                                  1,208,295,240

--------------------------------------------------------------------------------
ENERGY EQUIPMENT & SERVICES--0.1%
Mississippi Business
Finance Corp. Revenue
Bonds, Signal
International LLC
Project, Series 2004A,
5.35%, 7/3/06 1                                   14,600,000         14,600,000
--------------------------------------------------------------------------------
HEALTH CARE EQUIPMENT & SUPPLIES--0.0%
Cambridge-
Southlake Partners
LP, Series 2003,
5.35%, 7/3/06 1                                    8,775,000          8,775,000
--------------------------------------------------------------------------------
INSURANCE--3.3%
ING America
Insurance Holdings,
Inc.:
4.87%, 7/10/06                                    50,000,000         49,939,125
4.90%, 7/13/06                                    90,000,000         89,853,000
4.95%, 7/12/06                                    20,000,000         19,969,750
5%, 7/18/06                                       38,500,000         38,409,097
5.145%, 10/12/06                                  30,000,000         29,558,388
5.15%, 10/16/06                                   20,000,000         19,693,861
5.19%, 8/24/06                                    59,500,000         59,036,793
5.20%, 9/6/06                                     50,000,000         49,516,111
5.21%, 9/7/06                                     20,000,000         19,803,178
5.23%, 7/20/06                                    57,000,000         56,842,664
5.27%, 9/8/06                                     28,500,000         28,212,126
--------------------------------------------------------------------------------
Jackson National
Life Global Funding,
Series 2004-6,
5.239%, 7/17/06 1,3                               50,000,000         50,000,000
--------------------------------------------------------------------------------
Metropolitan Life
Global Funding I,
Series 2003-5,
5.259%, 7/17/06 1,3                               69,400,000         69,400,000


                       11 | CENTENNIAL MONEY MARKET TRUST

STATEMENT OF INVESTMENTS Continued
--------------------------------------------------------------------------------

                                                   PRINCIPAL              VALUE
                                                      AMOUNT         SEE NOTE 1
--------------------------------------------------------------------------------
INSURANCE Continued
Prudential
Insurance Co.
of America,
5.14%, 2/1/07 1,3                             $  165,000,000    $   165,000,000
                                                                ----------------
                                                                    745,234,093

--------------------------------------------------------------------------------
LEASING & FACTORING--1.4%
Toyota Motor
Credit Corp.:
5.10%, 8/3/06                                    100,000,000         99,532,500
5.10%, 8/4/06                                     60,000,000         59,711,000
5.11%, 7/21/06                                   164,000,000        163,534,422
                                                                ----------------
                                                                    322,777,922

--------------------------------------------------------------------------------
MUNICIPAL--0.0%
Private Colleges
and Universities
Authority,
5.43%, 7/3/06 1                                    8,185,000          8,185,000

--------------------------------------------------------------------------------
PHARMACEUTICALS--1.9%
Sanofi-Aventis:
5.09%, 8/2/06 2                                  159,000,000        158,281,320
5.165%, 8/30/06 2                                149,000,000        147,717,358
5.23%, 8/9/06 2                                   49,500,000         49,219,541
5.33%, 9/13/06 2                                  73,000,000         72,200,204
                                                                ----------------
                                                                    427,418,423

--------------------------------------------------------------------------------
SPECIAL PURPOSE FINANCIAL--8.8%
Blue Spice LLC:
4.95%, 7/6/06 2                                  130,000,000        129,910,625
4.99%, 7/10/06 2                                 100,000,000         99,875,250
5.12%, 7/24/06 2                                  57,000,000         56,813,547
5.34%, 9/18/06 2                                  98,500,000         97,345,744
--------------------------------------------------------------------------------
K2 (USA) LLC:
5.14%, 11/27/06                                   50,000,000         48,936,306
5.18%, 8/14/06                                    87,900,000         87,343,495
5.38%, 9/13/06                                    50,000,000         49,447,056
5.39%, 9/25/06                                   122,000,000        120,429,114
--------------------------------------------------------------------------------
LINKS Finance
LLC:
5.10%, 8/10/06                                    80,000,000         79,546,667
5.32%, 8/11/06                                   100,750,000        100,139,111

                                                   PRINCIPAL              VALUE
                                                      AMOUNT         SEE NOTE 1
--------------------------------------------------------------------------------
SPECIAL PURPOSE FINANCIAL Continued
LINKS Finance
LLC: Continued
5.38%, 9/8/06                                 $   50,000,000    $    49,484,417
5.39%, 9/22/06                                    48,730,000         48,124,435
--------------------------------------------------------------------------------
Parkland (USA)
LLC:
5.15%, 12/12/06 1,4                               16,000,000         15,999,281
5.179%, 2/15/07 1,3                               50,000,000         49,996,926
--------------------------------------------------------------------------------
Premier Asset
Collateralized
Entity LLC,
5.282%, 4/23/07 1,4                               75,000,000         74,994,096
--------------------------------------------------------------------------------
Premier Asset
Collateralized
Entity LLC 1:
5.35%, 8/21/06 2                                  29,000,000         28,780,204
5.37%, 9/22/06 2                                  35,000,000         34,566,671
--------------------------------------------------------------------------------
RACERS Trust,
Series 2004-6-MM,
5.314%, 7/24/06 1                                156,500,000        156,500,000
--------------------------------------------------------------------------------
Sigma Finance, Inc.:
5.015%, 7/20/06                                   97,400,000         97,142,201
5.30%, 8/23/06                                   169,000,000        167,681,331
5.31%, 8/25/06                                   120,800,000        119,820,774
--------------------------------------------------------------------------------
Union Hamilton
Special Purpose
Funding LLC,
5.49%, 9/28/06 1,4                               100,000,000        100,000,000
--------------------------------------------------------------------------------
Wachovia Asset
Securitization, Inc.,
Series 2004-H
M1A, Cl. A,
5.313%, 7/25/06 1                                 34,635,094         34,634,817
--------------------------------------------------------------------------------
WIND Master Trust
Nts.:
Series 2005-I-2,
5.081%, 9/25/06 1,3                               35,606,000         35,606,000
Series 2005-J-2,
5.323%, 8/25/06 1,3                               80,370,000         80,370,000
                                                                ----------------
                                                                  1,963,488,068
                                                                ----------------
Total Short-Term Notes
(Cost $12,829,719,774)                                           12,829,719,774


                       12 | CENTENNIAL MONEY MARKET TRUST

                                                   PRINCIPAL              VALUE
                                                      AMOUNT         SEE NOTE 1
--------------------------------------------------------------------------------
U.S. GOVERNMENT AGENCIES--0.7%
--------------------------------------------------------------------------------
Federal Home Loan
Mortgage Corp.,
5.40%, 6/18/07
(Cost $150,000,000)                           $  150,000,000    $   150,000,000

--------------------------------------------------------------------------------
TOTAL INVESTMENTS,
AT VALUE
(COST $22,433,077,394)                                 100.0%    22,433,077,394
--------------------------------------------------------------------------------
LIABILITIES
IN EXCESS OF
OTHER ASSETS                                              --         (9,055,084)
                                              ----------------------------------
NET ASSETS                                             100.0%   $22,424,022,310
                                              ==================================

FOOTNOTES TO STATEMENT OF INVESTMENTS

SHORT-TERM NOTES, DIRECT BANK OBLIGATIONS AND LETTERS OF CREDIT ARE GENERALLY
TRADED ON A DISCOUNT BASIS; THE INTEREST RATE SHOWN IS THE DISCOUNT RATE
RECEIVED BY THE TRUST AT THE TIME OF PURCHASE. OTHER SECURITIES NORMALLY BEAR
INTEREST AT THE RATES SHOWN.

1. Represents the current interest rate for a variable or increasing rate
security.

2. Security issued in an exempt transaction without registration under the
Securities Act of 1933. Such securities amount to $6,991,012,760, or 31.18% of
the Trust's net assets, and have been determined to be liquid pursuant to
guidelines adopted by the Board of Trustees.

3. Illiquid security. The aggregate value of illiquid securities as of June 30,
2006 was $1,026,767,675, which represents 4.58% of the Trust's net assets. See
Note 4 of accompanying Notes.

4. Represents securities sold under Rule 144A, which are exempt from
registration under the Securities Act of 1933, as amended. These securities have
been determined to be liquid under guidelines established by the Board of
Trustees. These securities amount to $190,993,377 or 0.85% of the Trust's net
assets as of June 30, 2006.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS


                       13 | CENTENNIAL MONEY MARKET TRUST

STATEMENT OF ASSETS AND LIABILITIES  June 30, 2006
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------
ASSETS
--------------------------------------------------------------------------------------------------------------
Investments, at value (cost $22,433,077,394)--see accompanying statement of investments      $ 22,433,077,394
--------------------------------------------------------------------------------------------------------------
Cash                                                                                                  306,561
--------------------------------------------------------------------------------------------------------------
Receivables and other assets:
Interest                                                                                           27,143,850
Shares of beneficial interest sold                                                                  2,232,772
Other                                                                                                 771,689
                                                                                             -----------------
Total assets                                                                                   22,463,532,266

--------------------------------------------------------------------------------------------------------------
LIABILITIES
--------------------------------------------------------------------------------------------------------------
Payables and other liabilities:
Dividends                                                                                          33,946,891
Transfer and shareholder servicing agent fees                                                       2,202,737
Distribution and service plan fees                                                                  1,596,705
Shareholder communications                                                                          1,472,168
Trustees' compensation                                                                                 76,716
Shares of beneficial interest redeemed                                                                 17,856
Other                                                                                                 196,883
                                                                                             -----------------
Total liabilities                                                                                  39,509,956

--------------------------------------------------------------------------------------------------------------
NET ASSETS                                                                                   $ 22,424,022,310
                                                                                             =================

--------------------------------------------------------------------------------------------------------------
COMPOSITION OF NET ASSETS
--------------------------------------------------------------------------------------------------------------
Paid-in capital                                                                              $ 22,423,946,417
--------------------------------------------------------------------------------------------------------------
Accumulated net realized gain on investments                                                           75,893
                                                                                             -----------------
NET ASSETS-- applicable to 22,424,406,388 shares of beneficial interest outstanding          $ 22,424,022,310
                                                                                             =================

--------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, REDEMPTION PRICE PER SHARE AND OFFERING PRICE PER SHARE                     $           1.00

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                       14 | CENTENNIAL MONEY MARKET TRUST

STATEMENT OF OPERATIONS  For the Year Ended June 30, 2006
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------
INVESTMENT INCOME
--------------------------------------------------------------------------------------------------------------
Interest                                                                                     $    925,576,666

--------------------------------------------------------------------------------------------------------------
EXPENSES
--------------------------------------------------------------------------------------------------------------
Management fees                                                                                    71,757,291
--------------------------------------------------------------------------------------------------------------
Service plan fees                                                                                  43,015,639
--------------------------------------------------------------------------------------------------------------
Transfer and shareholder servicing agent fees                                                      26,523,744
--------------------------------------------------------------------------------------------------------------
Shareholder communications                                                                          2,210,583
--------------------------------------------------------------------------------------------------------------
Custodian fees and expenses                                                                           151,192
--------------------------------------------------------------------------------------------------------------
Trustees' compensation                                                                                 76,568
--------------------------------------------------------------------------------------------------------------
Administration service fees                                                                             1,500
--------------------------------------------------------------------------------------------------------------
Other                                                                                               1,549,591
                                                                                             -----------------
Total expenses                                                                                    145,286,108

--------------------------------------------------------------------------------------------------------------
NET INVESTMENT INCOME                                                                             780,290,558

--------------------------------------------------------------------------------------------------------------
NET REALIZED GAIN ON INVESTMENTS                                                                       75,893

--------------------------------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                                         $    780,366,451
                                                                                             =================

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                       15 | CENTENNIAL MONEY MARKET TRUST

STATEMENTS OF CHANGES IN NET ASSETS
--------------------------------------------------------------------------------

YEAR ENDED JUNE 30,                                                                2006                  2005
--------------------------------------------------------------------------------------------------------------
OPERATIONS
--------------------------------------------------------------------------------------------------------------
Net investment income                                                  $    780,290,558      $    329,636,607
--------------------------------------------------------------------------------------------------------------
Net realized gain                                                                75,893                14,143
                                                                       ---------------------------------------
Net increase in net assets resulting from operations                        780,366,451           329,650,750

--------------------------------------------------------------------------------------------------------------
DIVIDENDS AND/OR DISTRIBUTIONS TO SHAREHOLDERS
--------------------------------------------------------------------------------------------------------------
Dividends from net investment income                                       (780,304,698)         (329,636,607)

--------------------------------------------------------------------------------------------------------------
BENEFICIAL INTEREST TRANSACTIONS
--------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting
from beneficial interest transactions                                     2,117,221,353          (884,153,729)

--------------------------------------------------------------------------------------------------------------
NET ASSETS
--------------------------------------------------------------------------------------------------------------
Total increase (decrease)                                                 2,117,283,106          (884,139,586)
--------------------------------------------------------------------------------------------------------------
Beginning of period                                                      20,306,739,204        21,190,878,790
                                                                       ---------------------------------------
End of period                                                          $ 22,424,022,310      $ 20,306,739,204
                                                                       =======================================

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                       16 | CENTENNIAL MONEY MARKET TRUST

FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------

YEAR ENDED JUNE 30,                                         2006            2005           2004           2003           2002
-------------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING DATA
-------------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period                 $      1.00     $      1.00     $     1.00     $     1.00     $     1.00
-------------------------------------------------------------------------------------------------------------------------------
Income from investment operations--net
investment income and net realized gain                      .04 1           .02 1          .01            .01            .02
-------------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                        (.04)           (.02)          (.01)          (.01)          (.02)
Distributions from net realized gain                          --              --             --             -- 2           -- 2
                                                     --------------------------------------------------------------------------
Total dividends and/or distributions
to shareholders                                             (.04)           (.02)          (.01)          (.01)          (.02)
-------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                       $      1.00     $      1.00     $     1.00     $     1.00     $     1.00
                                                     ==========================================================================

-------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN 3                                              3.70%           1.59%          0.61%          1.20%          1.99%
-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
-------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in millions)              $    22,424     $    20,307     $   21,191     $   23,019     $   21,736
-------------------------------------------------------------------------------------------------------------------------------
Average net assets (in millions)                     $    21,527     $    20,966     $   22,509     $   22,783     $   22,947
-------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment income                                       3.62%           1.57%          0.61%          1.19%          1.97%
Total expenses                                              0.67%           0.68%          0.67%          0.66%          0.69%
Expenses after payments and waivers
and reduction to custodian expenses                         0.67%           0.68%          0.51%          0.40%          0.66%

1. Per share amounts calculated based on the average shares outstanding during
the period.

2. Less than $0.005 per share.

3. Assumes an investment on the business day before the first day of the fiscal
period, with all dividends reinvested in additional shares on the reinvestment
date, and redemption at the net asset value calculated on the last business day
of the fiscal period. Total returns are not annualized for periods less than one
year. Returns do not reflect the deduction of taxes that a shareholder would pay
on trust distributions or the redemption of trust shares.

4. Annualized for periods of less than one full year.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                       17 | CENTENNIAL MONEY MARKET TRUST

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
1. SIGNIFICANT ACCOUNTING POLICIES

Centennial Money Market Trust (the Trust) is registered under the Investment
Company Act of 1940, as amended, as an open-end management investment company.
The Trust's investment objective is to seek the maximum current income that is
consistent with low capital risk and the maintenance of liquidity. The Trust's
investment advisor is Centennial Asset Management Corporation (the Manager), a
wholly owned subsidiary of OppenheimerFunds, Inc. (OFI).

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

--------------------------------------------------------------------------------
SECURITIES VALUATION. The net asset value of shares of the Trust is normally
determined twice each day, at 12:00 Noon Eastern time and at 4:00 P.M. Eastern
time on each day the New York Stock Exchange (the "Exchange") is open for
trading. Portfolio securities are valued on the basis of amortized cost, which
approximates market value.

--------------------------------------------------------------------------------
FEDERAL TAXES. The Trust intends to comply with provisions of the Internal
Revenue Code applicable to regulated investment companies and to distribute
substantially all of its investment company taxable income to shareholders,
therefore, no federal income or excise tax provision is required.

The tax components of capital shown in the table below represent distribution
requirements the Trust must satisfy under the income tax regulations, losses the
Trust may be able to offset against income and gains realized in future years
for federal income tax purposes.

             UNDISTRIBUTED NET     UNDISTRIBUTED     ACCUMULATED LOSS
             INVESTMENT INCOME    LONG-TERM GAIN     CARRYFORWARD 1,2
             --------------------------------------------------------
             $34,127,752                     $--                  $--

1. During the fiscal year ended June 30, 2006, the Trust did not utilize any
capital loss carryforward.

2. During the fiscal year ended June 30, 2005, the Trust did not utilize any
capital loss carryforward.

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

                                                         REDUCTION TO
             INCREASE            REDUCTION TO         ACCUMULATED NET
             TO PAID-IN       ACCUMULATED NET           REALIZED GAIN
             CAPITAL          INVESTMENT LOSS          ON INVESTMENTS
             --------------------------------------------------------
             $3                       $14,140                 $14,143

The tax character of distributions paid during the years ended June 30, 2006 and
June 30, 2005 was as follows:

                                           YEAR ENDED      YEAR ENDED
                                        JUNE 30, 2006   JUNE 30, 2005
             --------------------------------------------------------
             Distributions paid from:
             Ordinary income             $780,304,698    $329,636,607


                       18 | CENTENNIAL MONEY MARKET TRUST

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

--------------------------------------------------------------------------------
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS. Dividends and distributions to
shareholders, which are determined in accordance with income tax regulations,
are recorded on the ex-dividend date. Income distributions, if any, are declared
daily and paid monthly. Capital gain distributions, if any, are declared and
paid annually but may be paid at other times to maintain the net asset value per
share at $1.00.

--------------------------------------------------------------------------------
CUSTODIAN FEES. "Custodian fees and expenses" in the Statement of Operations may
include interest expense incurred by the Trust on any cash overdrafts of its
custodian account during the period. Such cash overdrafts may result from the
effects of failed trades in portfolio securities and from cash outflows
resulting from unanticipated shareholder redemption activity. The Trust pays
interest to its custodian on such cash overdrafts, to the extent they are not
offset by positive cash balances maintained by the Trust, at a rate equal to the
Federal Funds Rate plus 0.50%. The "Reduction to custodian expenses" line item,
if applicable, represents earnings on cash balances maintained by the Trust
during the period. Such interest expense and other custodian fees may be paid
with these earnings. At June 30, 2006, the Trust had $624 of such earnings on
cash balances available to offset future custodian fees or interest expenses
incurred during the next fiscal year.

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

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


                       19 | CENTENNIAL MONEY MARKET TRUST

NOTES TO FINANCIAL STATEMENTS Continued
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
1. SIGNIFICANT ACCOUNTING POLICIES Continued

OTHER. The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of income and expenses during the reporting
period. Actual results could differ from those estimates.

--------------------------------------------------------------------------------
2. SHARES OF BENEFICIAL INTEREST

The Trust has authorized an unlimited number of no par value shares of
beneficial interest. Transactions in shares of beneficial interest were as
follows:

                                       YEAR ENDED JUNE 30, 2006                YEAR ENDED JUNE 30, 2005
                                     SHARES              AMOUNT              SHARES              AMOUNT
--------------------------------------------------------------------------------------------------------
Sold                         66,530,186,460    $ 66,530,186,460      56,763,898,768    $ 56,763,898,768
Dividends and/or
distributions reinvested        175,850,368         175,802,322         313,495,015         313,495,015
Redeemed                    (64,588,767,429)    (64,588,767,429)    (57,961,547,512)    (57,961,547,512)
                            ----------------------------------------------------------------------------
Net increase (decrease)       2,117,269,399    $  2,117,221,353        (884,153,729)   $   (884,153,729)
                            ============================================================================

--------------------------------------------------------------------------------
3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES

MANAGEMENT FEES. Management fees paid to the Manager were in accordance with the
investment advisory agreement with the Trust which provides for a fee at an
average annual rate as shown in the following table:

                 FEE SCHEDULE
                 ----------------------------------------------
                 Up to $250 million of net assets       0.500%
                 Next $250 million of net assets        0.475
                 Next $250 million of net assets        0.450
                 Next $250 million of net assets        0.425
                 Next $250 million of net assets        0.400
                 Next $250 million of net assets        0.375
                 Next $500 million of net assets        0.350
                 Over $2 billion of net assets          0.325

--------------------------------------------------------------------------------
ADMINISTRATION SERVICE FEES. The Trust pays the Manager a fee of $1,500 per year
for preparing and filing the Trust's tax returns.

--------------------------------------------------------------------------------
TRANSFER AGENT FEES. Shareholder Services, Inc. (SSI) acts as the transfer and
shareholder servicing agent for the Trust and for other registered investment
companies. The Trust pays SSI a per account fee. For the year ended June 30,
2006, the Trust paid $26,580,525 to SSI for services to the Trust.

--------------------------------------------------------------------------------
SERVICE PLAN (12b-1) FEES. The Trust has adopted a service plan. It reimburses
Centennial Asset Management Corporation, the Distributor, for a portion of its
costs incurred for services provided to accounts that hold shares of the Trust.
Reimbursement is made periodically, 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 to pay dealers, brokers, banks and


                       20 | CENTENNIAL MONEY MARKET TRUST

other financial institutions periodically for providing personal services and
maintenance of accounts of their customers that hold shares of the Trust. Fees
incurred by the Trust under the Plan are detailed in the Statement of
Operations.

--------------------------------------------------------------------------------
WAIVERS AND REIMBURSEMENTS OF EXPENSES. OFS has voluntarily agreed to limit
transfer and shareholder servicing agent fees to 0.35% of average annual net
assets of the Trust. This undertaking may be amended or withdrawn at any time.

--------------------------------------------------------------------------------
4. ILLIQUID SECURITIES

As of June 30, 2006, investments in securities included issues that are
illiquid. A security may be considered illiquid if it lacks a readily available
market or if its valuation has not changed for a certain period of time. The
Trust will not invest more than 10% of its net assets (determined at the time of
purchase and reviewed periodically) in illiquid securities. Securities that are
illiquid are marked with the applicable footnote on the Statement of
Investments.

               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
                                          Industrial Conglomerates
                   B-1

               Appendix B

-----------------------------------------
                           Industry Classi
-----------------------------------------

Aerospace & Defense                       fications
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


PX0150.001.0806



(1). In  accordance  with Rule 12b-1 of the  Investment  Company  Act,  the term
"Independent  Trustees"  in  this  SAI  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   (Reg.   No.
333-125805Initial  Registration  Statement, on June 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: Filed herewith.

(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
8/11/05: Previously filed with Post-Effective Amendment No. 5 to the
Registration Statement of Oppenheimer Main Street Opportunity Fund (Reg. No.
333-40186), 9/27/05, 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 (Reg. No.
2-93177), 2/25/05, and incorporated herein by reference.

      (ii) 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, (Reg. No. 33-30471) 08/15/05, 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),  2/18/05,  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,                 Senior Vice  President of  OppenheimerFunds,  Inc.,
Vice President               Shareholder    Financial    Services,    Inc.   and
                             Shareholders  Services,  Inc.;  Vice  President  of
                             OppenheimerFunds  Distributor, Inc. and OFI Private
                             Investments, Inc.

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

Janette Aprilante,           Vice  President and Secretary of  OppenheimerFunds,
Secretary                    Inc.    Secretary   (since   December   2001)   of:
                             OppenheimerFunds  Distributor,   Inc.,  HarbourView
                             Asset  Management  Corporation  (since  June 2003),
                             Oppenheimer    Real   Asset    Management,    Inc.,
                             Shareholder Financial Services,  Inc.,  Shareholder
                             Services,   Inc.,  Trinity  Investment   Management
                             Corporation (since January 2005),  OppenheimerFunds
                             Legacy  Program,  OFI  Private  Investments,   Inc.
                             (since  June  2003)  and  OFI  Institutional  Asset
                             Management,   Inc.  (since  June  2003).  Assistant
                             Secretary  of OFI  Trust  Company  (since  December
                             2001).

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

Robert J. Bishop,            Vice   President   of    OppenheimerFunds,    Inc.;
Treasurer                    Treasurer  of  OppenheimerFunds  Distributor,  Inc.
                             (since October 2003).

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

Susan Cornwell,              Senior Vice  President of  OppenheimerFunds,  Inc.,
Vice President               Shareholder    Financial    Services,    Inc.   and
                             Shareholder  Services,   Inc.;  Vice  President  of
                             OppenheimerFunds      Distributor,     Inc.     and
                             OppenheimerFunds Legacy Program.

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

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.

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

Richard Knott,               Senior   Vice    President   of    OppenheimerFunds
Senior Vice President        Distributor, Inc.

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

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

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

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

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

Cameron T. Ullyatt           Vice President of OppenheimerFunds, Inc.

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

Mark S. Vandehey,            Senior Vice President and Chief Compliance  Officer
Vice President & Chief       of  OppenheimerFunds,   Inc.;  Vice  President  and
Compliance Officer           Chief   Compliance   Officer  of   OppenheimerFunds
                             Distributor,  Inc. and Shareholder Services,  Inc.;
                             Chief  Compliance   Officer  of  HarbourView  Asset
                             Management  Corporation,   Real  Asset  Management,
                             Inc.,   Shareholder   Financial   Services,   Inc.,
                             Trinity    Investment    Management    Corporation,
                             OppenheimerFunds   Legacy   Program,   OFI  Private
                             Investments  Inc.  and OFI  Trust  Company  and OFI
                             Institutional Asset Management, 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;   Director   and   Assistant
                             Secretary  of  OppenheimerFunds  International  Ltd
                             and  OppenheimerFunds  plc;  Secretary  and General
                             Counsel of Oppenheimer  Acquisition Corp.; 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 (a series of Rochester Portfolio Series)
OFI Tremont Core Strategies Hedge Fund
OFI Tremont Market Neutral Hedge Fund
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 Cash Reserves
Oppenheimer Champion Income Fund
Oppenheimer Convertible Securities Fund (a series of Bond Fund Series)
Oppenheimer Core Bond Fund (a series of Oppenheimer Integrity Funds)
Oppenheimer Developing Markets Fund
Oppenheimer Discovery Fund
Oppenheimer Dividend Growth Fund
Oppenheimer Emerging Growth Fund
Oppenheimer Emerging Technologies Fund
Oppenheimer Enterprise Fund
Oppenheimer Equity Fund, Inc.

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 Diversified Fund
Oppenheimer International Growth Fund
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 Limited Term Municipal Fund (a series of Oppenheimer Municipal
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-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- & Mid- Cap Value Fund

Oppenheimer Quest International Value Fund, Inc.
Oppenheimer Quest Value Fund, Inc.
Oppenheimer Real Asset Fund
Oppenheimer Real Estate Fund
Oppenheimer Rochester Arizona Municipal Fund
Oppenheimer Rochester Maryland Municipal Fund
Oppenheimer Rochester Massachusetts Municipal Fund
Oppenheimer Rochester Michigan Municipal Fund
Oppenheimer Rochester Ohio Municipal Fund
Oppenheimer Rochester Virginia Municipal Fund
Oppenheimer Select Value Fund
Oppenheimer Senior Floating Rate Fund
Oppenheimer Series Fund, Inc. (1 series):

          Oppenheimer Value Fund
Oppenheimer Strategic Income Fund

Oppenheimer Tremont Market Neutral Fund, LLC
Oppenheimer Tremont Opportunity Fund, LLC
Oppenheimer U.S. Government Trust
Oppenheimer Variable Account Funds (11 series):
     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 MidCap Fund/VA
     Oppenheimer Money Fund/VA
     Oppenheimer Strategic Bond Fund/VA
     Oppenheimer Value Fund/VA

Panorama Series Fund, Inc. (4 series):
     Government Securities Portfolio
     Growth 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,  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 Acquisition Corp., OFI
Private  Investments,  Inc.,  OFI  Institutional  Asset  Management,  Inc. and
Oppenheimer Trust Company is Two World Financial  Center,  225 Liberty Street,
11th Floor, New York, New York 10281-1008.

The address of Tremont Capital Management,  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.


The address of OppenheimerFunds (Asia) Limited is Central Tower, 28 Queen's
Road, Suite 1601, Central, Hong Kong.



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

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

Cameron T. Ullyatt   Vice President                       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  meets all  requirements  for
effectiveness  of this  Registration  Statement  pursuant to Rule 485(b) under
the Securities Act of 1933 and 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 18th day of August, 2006.


                                                 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 of the
----------------------------------                          Board Trustees
August 18, 2006
William L. Armstrong

/s/ John V. Murphy*           President, Principal
----------------------------------                          Executive Officer
August 18, 2006
John V. Murphy


/s/ Brian W. Wixted*          Treasurer, Principal          August 18, 2006
----------------------------------                          Financial &
Brian W. Wixted               Accounting Officer


/s/ Robert G. Avis*           Trustee                       August 18, 2006

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


/s/ George Bowen*             Trustee                       August 18, 2006

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


s/ Edward L. Cameron *        Trustee                       August 18, 2006

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


/s/ Jon S. Fossel*            Trustee                       August 18, 2006

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


/s/ Sam Freedman*             Trustee                       August 18, 2006

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


/s/Richard F. Grabish*        Trustee                       August 18, 2006

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


/s/ Beverly L. Hamilton*      Trustee                       August 18, 2006

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


/s/ Robert J. Malone*         Trustee                       August 18, 2006

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


/s/ F. William Marshall, Jr.  Trustee                       August 18, 2006

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


*By: /s/ Mitchell J. Lindauer
-----------------------------------------
Mitchell J. Lindauer, Attorney-in-Fact






                        CENTENNIAL MONEY MARKET TRUST


                       Post-Effective Amendment No. 40


                      Registration Statement No. 2-65245



                                EXHIBIT INDEX


Exhibit No.                   Description

12(j)                         Independent Registered Public Accounting Firm's
consent