OPPENHEIMER CAPITAL APPRECIATION FUND
                   Class N Share Certificate (8-1/2" x 11")


I.    FRONT OF CERTIFICATE (All text and other matter lies within 8-1/4"
      --------------------
      x 10-3/4" decorative border, 5/16" wide)

(upper left corner, box with heading: NUMBER [of shares]
                                 (upper  right  corner)   [share   certificate
no.] XX-000000
                                 (upper right box,  CLASS N SHARES below cert.
no.)
                                 (centered below boxes)

                      OPPENHEIMER CAPITAL APPRECIATION FUND
                         A MASSACHUSETTS BUSINESS TRUST

(at left)  THIS IS TO CERTIFY THAT        (at right) SEE REVERSE FOR
                                                CERTAIN DEFINITIONS
                                          (box with number) CUSIP

(at left)  is the owner of

         (centered) FULLY PAID CLASS N SHARES OF BENEFICIAL INTEREST

OPPENHEIMER CAPITAL APPRECIATION FUND

      (hereinafter  called the  "Fund"),  transferable  only on the books of the
      Fund by the holder hereof in person or by duly authorized  attorney,  upon
      surrender of this certificate properly endorsed.  This certificate and the
      shares  represented  hereby are issued and shall be held subject to all of
      the provisions of the Declaration of Trust of the Fund to all of which the
      holder by acceptance  hereof assents.  This certificate is not valid until
      countersigned by the Transfer Agent.

      WITNESS  the  facsimile  seal of the Fund and the  signatures  of its duly
      authorized officers.

(at left of seal)                               Dated:      (at right of seal)

(signature)                                     (signature)

/s/  Brian W. Wixted                                  /s/ Bridget A. Macaskill
-----------------------                         -------------------
TREASURER                                       PRESIDENT






                             (centered at bottom)
                         1-1/2" diameter facsimile seal
                                   with legend

                      OPPENHEIMER CAPITAL APPRECIATION FUND
                                      SEAL
                                      1999
                          COMMONWEALTH OF MASSACHUSETTS


(at lower right, printed vertically)            Countersigned
                                    OPPENHEIMERFUNDS SERVICES
                                    [A DIVISION OF OPPENHEIMERFUNDS, INC.]
                                    Denver (CO.) Transfer Agent

                                    By ____________________________
                                          Authorized Signature


II.   BACK OF CERTIFICATE (text reads from top to bottom of 11" dimension)
      -------------------

      The following  abbreviations,  when used in the inscription on the face of
this  certificate,  shall be  construed  as though they were written out in full
according to applicable laws or regulations.

TEN COM - as tenants in common TEN ENT - as tenants by the  entirety JT TEN WROS
NOT TC - as joint tenants with
                        rights of suvivorship and not
                        as tenants in common

UNIF GIFT/TRANSFER MIN ACT - __________________  Custodian _______________
                                    (Cust)                        (Minor)

                              UNDER UGMA/UTMA ___________________
                                                      (State)


Additional abbreviations may also be used though not on above list.

For Value Received ................  hereby sell(s), assign(s) and transfer(s)
unto

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
AND PROVIDE CERTIFICATION BY TRANSFEREE
(box for identifying number)








(Please print or type name and address of assignee)

________________________________________________Class  N  Shares  of  beneficial
interest  represented  by the  within  certificate,  and do  hereby  irrevocably
constitute and appoint ___________________________ Attorney to transfer the said
shares on the books of the within named Fund with full power of  substitution in
the premises.

Dated: ______________________

                              Signed: __________________________

                                    -----------------------------------
                                    (Both must sign if joint owners)

                                    Signature(s)      __________________________
                                    guaranteed    Name    of    Guarantor    by:
                                    _____________________________
                                                Signature of
                                                Officer/Title


(text printed                 NOTICE:  The  signature(s)  to  this  assignment
must correspond
vertically to right           correspond  with the name(s) as written upon the
face of the
of above paragraph            certificate   in   every   particular    without
alteration or enlargement
                        or any change whatever.

(text printed in              Signatures must be guaranteed by a financial
box to left of                institution   of  the  type   described  in  the
current
signature(s))                 prospectus of the Fund.

PLEASE NOTE: This document contains a watermark OppenheimerFunds
when viewed at an angle.  It is invalid  without this "four hands"  watermark:
logotype




                   THIS SPACE MUST NOT BE COVERED IN ANY WAY