EX-23

The Board of Trustees and Shareholders
Oppenheimer Capital Appreciation Fund:


In planning and performing our audit of the financial statements of Oppenheimer
Capital Appreciation Fund (the Fund) for the year ended August 31, 2004, we
considered its internal control, including control activities for safeguarding
securities, in order to determine our auditing procedures for the purpose of
expressing our opinion on the financial statements and to comply with the
requirements of Form N-SAR, not to provide assurance on internal control.

The management of the Fund is responsible for establishing and maintaining
internal control. In fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits and related costs of
controls. Generally, controls that are relevant to an audit pertain to the
entity's objective of preparing financial statements for external purposes that
are fairly presented in conformity with accounting principles generally accepted
in the United States of America. Those controls include the safeguarding of
assets against unauthorized acquisition, use, or disposition.

Because of inherent limitations in internal control, error or fraud may occur
and not be detected. Also, projection of any evaluation of internal control to
future periods is subject to the risk that it may become inadequate because of
changes in conditions or that the effectiveness of the design and operation may
deteriorate.

Our consideration of internal control would not necessarily disclose all matters
in internal control that might be material weaknesses under standards
established by the Public Company Accounting Oversight Board (United States). A
material weakness is a condition in which the design or operation of one or more
of the internal control components does not reduce to a relatively low level the
risk that misstatements caused by error or fraud in amounts that would be
material in relation to the financial statements being audited may occur and not
be detected within a timely period by employees in the normal course of
performing their assigned functions. However, we noted no matters involving
internal control and its operation, including controls for safeguarding
securities, which we consider to be material weaknesses as defined above as of
August 31, 2004.

This report is intended solely for the information and use of management, the
board of trustees of Oppenheimer Capital Appreciation Fund, and the Securities
and Exchange Commission and is not intended to be and should not be used by
anyone other than these specified parties.





                                    KPMG LLP


Denver, Colorado
September 22, 2004

EX-99

ROCSOP-Oppenheimer Capital Appreciation Fund

Net investment income (loss) and net realized gain (loss) may differ for
financial statement and tax purposes. The character of dividends and
distributions made during the fiscal year from net investment income or net
realized gains may differ from their ultimate characterization for federal
income tax purposes. Also, due to timing of dividends and distributions, the
fiscal year in which amounts are distributed may differ from the fiscal year in
which the income or net realized gain was recorded by the Fund. Accordingly, the
following amounts have been reclassified for August 31, 2004. Net assets of the
Fund were unaffected by the reclassifications.

                                                REDUCTION TO
                        REDUCTION TO            ACCUMULATED NET
REDUCTION TO            ACCUMULATED NET         REALIZED LOSS
PAID-IN CAPITAL         INVESTMENT LOSS         ON INVESTMENTS
- ---------------------------------------------------------------
$8,137,473              $3,414,126              $4,723,347

EX-99.77E LEGAL

LITIGATION

         Six complaints have been filed as putative derivative and class actions
in the U.S. District Court for the Southern District of New York against
OppenheimerFunds, Inc. ("OFI"), OppenheimerFunds Services and OppenheimerFunds
Distributor, Inc. (collectively, the "Oppenheimer defendants"), as well as 51 of
the Oppenheimer funds (as "Nominal Defendants") including the Fund and nine
directors/trustees of certain of the Oppenheimer funds. The Complaints in these
actions, ALEXANDER V. OPPENHEIMERFUNDS, INC., ET AL.; GROBLER V.
OPPENHEIMERFUNDS, INC., ET AL.; HENDON, ET AL . V. OPPENHEIMERFUNDS, INC. ET
AL.; LESHYN V. OPPENHEIMERFUNDS, INC., ET AL.; ERICKSON, ET AL. V.
OPPENHEIMERFUNDS, INC., ET AL.; and CROSS, ET AL. V. OPPENHEIMERFUNDS, INC., ET
AL., were filed on August 31, 2004, September 3, 2004, September 14, 2004,
September 14, 2004, September 21, 2004 and September 22, 2004, respectively
(collectively, the "Complaints"). The Complaints allege violations by the
Oppenheimer defendants of Sections 34(b), 36(b) and 48(a) of the Investment
Company Act of 1940 and Sections 206 and 215 of the Investment Advisers Act of
1940, as well as breaches of fiduciary duty and unjust enrichment relating to
fund brokerage and distribution expenses. The relief sought includes
compensatory and punitive damages, restitution, rescission of investment
advisory contracts, and an order for an accounting, plus costs and attorneys
fees. The Oppenheimer defendants believe that the allegations contained in the
Complaints are without merit and that they, the named Oppenheimer funds named as
Nominal Defendants, and the directors/trustees of the Oppenheimer funds who are
named as Defendants have meritorious defenses against the claims asserted. The
Oppenheimer defendants intend to defend these lawsuits vigorously and to contest
any claimed liability, and they have retained legal counsel to defend such
suits. The Oppenheimer defendants believe that it is premature to render any
opinion as to the likelihood of an outcome unfavorable to them and that no
estimate can yet be made with any degree of certainty as to the amount or range
of any potential loss.