UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 24F-2
                        Annual Notice of Securities Sold
                             Pursuant to Rule 24f-2

1.     Name and address of issuer:

       Oppenheimer Capital Appreciation Fund
       Two World Trade Center
       New York, NY 10048

2.     Name of each series or class of securities  for which this Form is filed
       (If the Form is being  filed for all series and  classes  of  securities
       of the issuer, check the box but do not list series or classes):     /X/
 
3.     Investment Company Act File Number: 811-3105

       Securities Act File Number: 2-69719

4(a).  Last day of fiscal year for which this Form is filed: 8/31/97

4(b).  /  / Check  box if this  Form is being  filed  late  (i.e.,  more than 90
           calendar days after the end of the issuer's fiscal year). (See 
           instruction A.2)

Note:  If the  Form  is  being  filed  late,  interest  must  be  paid  on the
registration fee due.

4(c).  /  / Check box if this is the last time the  issuer  will be filing  this
           Form.

5.     Calculation of registration fee:

      (i)    Aggregate sale price of securities sold during
             the fiscal year pursuant to section 24(f):         $408,242,437
                                                                ------------
      (ii)   Aggregate  price of securities redeemed
             or repurchase during the fiscal year:              $250,917,546
                                                                ------------
      (iii)  Aggregate price of securities redeemed 
             or repurchased during any prior fiscal 
             year ending no earlier than October 11, 
             1995 that were not previously used to 
             reduce registration fees payable to the 
             Commission:                                        $ -0-
                                                                ----------
      (iv)   Total available redemption credits 
             [add items 5(ii) and 5(iii):                       -$250,917,546
                                                                -------------
      (v)    Net sales - if Item 5(i) is greater than Item
             5(iv)[subtract Item 5(iv) from Item 5(i)]:         $157,324,891
                                                                -------------
      (vi)   Redemption credits available for use                   -0-
             in future years -- if Item 5(i) is                 -------------
             less than Item 5(iv) [subtract Item
             5(iv) from Item 5(i):

      (vii)  Multiplier for determining registration fee (See
             Instruction C.9):                                  x 1/3300
                                                                ------------
      (viii) Registration fee due [multiple Item 5(v) by Item
             5(vii)] (enter "0" if no fee is due):              =$47,674
                                                                =============
6.    Prepaid Shares

      If the  response  to item 5(i) was  determined  by  deducting  an amount 
      of securities  that were  registered  under the  Securities Act of 1933 
      pursuant to rule 24e-2 as in effect  before  October  11,  1997,  then  
      report the amount of securities (number of shares or other units) deducted
      here: 2,043,134. If there is a number of shares or other units that were
      registered pursuant to rule 24e-2 remaining unsold at the end of the 
      fiscal year for which this form is filed that are  available  for use by 
      the issuer in future  fiscal  years,  then state that number here:  -0-

7.    Interest  due -- if this Form is being  filed  more  than 90 days  after
      the end of the issuer's fiscal year (see Instruction D):
                                                                +$  -0-
                                                                -------------
8.    Total of the amount of the  registration  fee due plus any  interest due
      [line 5(viii) plus line 7]:
                                                                =$47,674
                                                                =============
9.    Date the  registration  fee and any  interest  payment  was sent to the
      Commission's lockbox depository: November 3, 1997

          Method of Delivery:  Wire Transfer #9624


                                  SIGNATURES

This  report  has been  signed  below by the  following  persons  on behalf of
the issuer and in the capacities and on the dates indicated.

By: /s/ Robert J. Bishop
    Robert J. Bishop, Assistant Treasurer

Date: October 29, 1997

cc: Ronald Feiman, Esq.
    Katherine P. Feld, Esq.
    Gloria LaFond