Oppenheimer
Capital Appreciation Fund



Prospectus dated December 28, 2001

                                                              Oppenheimer Capital Appreciation Fund is a mutual
                                                              fund that seeks capital appreciation to make your
                                                              investment grow. It emphasizes investments in common
                                                              stocks.
                                                                   This Prospectus contains important information
                                                              about the Fund's objective, its investment policies,
                                                              strategies and risks. It also contains important
                                                              information about how to buy and sell shares of the
                                                              Fund and other account features. Please read this
                                                              Prospectus carefully before you invest and keep it
                                                              for future reference about your account.




As with all mutual funds, the Securities and
Exchange Commission has not approved or disapproved
the Fund's securities nor has it determined that
this Prospectus is accurate or complete. It is a
criminal offense to represent otherwise.



                                                                                            [OppenheimerFunds logo]








CONTENTS




                             ABOUT THE FUND

                             The Fund's Investment Objective and Strategies
                             Main Risks of Investing in the Fund
                             The Fund's Performance
                             Fees and Expenses of the Fund
                             About the Fund's Investments
                             How the Fund is Managed


                             ABOUT YOUR ACCOUNT

                             How to Buy Shares
                             Class A Shares
                             Class B Shares
                             Class C Shares
                             Class N Shares
                             Class Y Shares

                             Special Investor Services
                             AccountLink
                             PhoneLink
                             OppenheimerFunds Internet Website
                             Retirement Plans

                             How to Sell Shares
                             By Mail
                             By Telephone

                             How to Exchange Shares
                             Shareholder Account Rules and Policies
                             Dividends, Capital Gains and Taxes
                             Financial Highlights







ABOUT THE FUND

The Fund's Investment Objective and Strategies
WHAT IS THE FUND'S INVESTMENT OBJECTIVE? The Fund seeks capital appreciation.

WHAT DOES THE FUND MAINLY INVEST IN? The Fund invests mainly in common stocks of "growth companies." These may be
newer companies or established companies of any capitalization range that the portfolio manager believes may
appreciate in value over the long term. The Fund currently focuses mainly on mid-cap and large-cap domestic
companies, but buys foreign stocks as well.

HOW DOES THE MANAGER DECIDE WHAT SECURITIES TO BUY OR SELL? The Fund's portfolio manager looks for growth
companies that she believes have reasonably priced stock in relation to overall stock market valuations. The
portfolio manager focuses on factors that may vary in particular cases and over time in seeking broad
diversification of the Fund's portfolio among industries and market sectors.  Currently, the portfolio manager
looks for:
         o    Companies with above-average growth potential,
         o    Companies with increasing earnings momentum and a history of positive earnings growth,
         o    Stocks with reasonable valuations relative to their growth potential,
         o    Companies with the potential for positive earnings surprises,
         o    Growth rates that the portfolio manager believes are sustainable over time.

WHO IS THE FUND DESIGNED FOR? The Fund is designed for investors seeking capital appreciation in their investment
over the long term. Those investors should be willing to assume the risks of short-term share price fluctuations
that are typical for a growth fund focusing on stock investments.  Since the Fund does not seek income and its
income from its investments will likely be small, it is not designed for investors needing current income.
Because of its focus on long-term growth, the Fund may be appropriate for a portion of a retirement plan
investment. The Fund is not a complete investment program.


Main Risks of Investing in the Fund

All investments have risks to some degree. The Fund's investments are subject to changes in their value from a
number of factors described below. There is also the risk that poor security selection by the Fund's investment
Manager, OppenheimerFunds, Inc., will cause the Fund to underperform other funds having a similar objective.

RISKS OF INVESTING IN STOCKS. Stocks fluctuate in price, and their short-term volatility at times may be great.
Because the Fund currently invests primarily in common stocks of U.S. companies, the value of the Fund's
portfolio will be affected by changes in the U.S. stock markets. Market risk will affect the Fund's net asset
values per share, which will fluctuate as the values of the Fund's portfolio securities change. A variety of
factors can affect the price of a particular stock and the prices of individual stocks do not all move in the
same direction uniformly or at the same time. Different stock markets may behave differently from each other.

         Other factors can affect a particular stock's price, such as poor earnings reports by the issuer, loss
of major customers, major litigation against the issuer, or changes in government regulations affecting the
issuer or its industry.

The Manager may increase the relative emphasis of the Fund's investments in a particular industry from time to
time. Stocks of issuers in a particular industry may be affected by changes in economic conditions, government
regulations, availability of basic resources or supplies,  or other events that affect that industry more than
others. To the extent that the Fund increases the relative emphasis of its investments in a particular industry,
its share values may  fluctuate in response to events affecting that industry.

Stocks of growth companies, particularly newer companies, may offer opportunities for greater capital
appreciation but may be more volatile than other stocks. They have greater risks of loss and may be less liquid
than stocks of larger, more established companies. That means the Fund could have greater difficulty selling a
security of a smaller company at an acceptable price, especially in periods of market volatility. That factor
increases the potential for losses to the Fund. Also, it may take a substantial period of time before the Fund
realizes a gain on its investment in a small-cap company if it realizes any gain at all.

RISKS OF FOREIGN INVESTING. The change in value of a foreign currency against the U.S. dollar will result in a
change in the U.S. dollar value of securities denominated in that foreign currency. Foreign issuers are not
subject to the same accounting and disclosure requirements that U.S. companies are subject to. The value of
foreign investments may be affected by exchange control regulations, expropriation or nationalization of a
company's assets, foreign taxes, delays in settlement of transactions, changes in governmental economic or
monetary policy in the U.S. or abroad, or other economic or political factors.

HOW RISKY IS THE FUND OVERALL? The risks described above collectively form the overall risk profile of the Fund
and can affect the value of the Fund's investments, its investment performance and its prices per share.
Particular investments and investment strategies also have risks.   These risks mean that you can lose money by
investing in the Fund. When you redeem your shares, they may be worth more or less than what you paid for them.
There is no assurance that the Fund will achieve its investment objective.
         In the short term, the stock markets can be volatile, and the price of the Fund's shares can go up and
down substantially. Growth stocks may be more volatile than other equity investments. The Fund generally does not
use income-oriented investments to help cushion the Fund's total return from changes in stock prices. In the
OppenheimerFunds spectrum, the Fund is generally more aggressive than funds that invest in both stocks and bonds
or in investment grade debt securities, but may be less volatile than small-cap and emerging markets stock funds.

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An investment in the Fund is not a deposit of any bank and is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency.
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The Fund's Performance

The bar chart and table below show one measure of the risks of investing in the Fund by showing changes in the
Fund's performance (for its Class A shares) from year to year for the last ten calendar years and by showing how
the average annual total returns of the Fund's shares compare to those of a broad-based market index. The Fund's
past performance does not necessarily indicate how the Fund will perform in the future.

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

[See appendix to prospectus for data in bar chart showing annual total returns]



For the period from 1/1/01 through 9/30/01, the cumulative return (not annualized) for Class A shares was
-23.69%. Sales charges are not included in the calculations of return in this bar chart, and if those charges were
included, the returns would be less than those shown.
During the period shown in the bar chart, the highest return (not annualized) for a calendar quarter was 28.86%
(4th Q,'99) and the lowest return (not annualized) for a calendar quarter was  -16.60% (3rd Q,'98).


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

                                                                             Past 5 Years (or   Past 10 Years (or
  Average Annual Total Returns                                 Past 1 Year    life of class,    life of class, if
  for the periods ending December 31, 2000                                       if less)             less)

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

  Class A Shares (inception 1/22/81)                             -6.96%           21.53%              19.25%

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

  S&P 500 Index (1)                                              -9.10%           18.33%              17.44%

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

  Class B Shares (inception 11/1/95)                             -6.43%           21.79%              21.50%

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

  Class C Shares (inception 12/1/93)                             -2.93%           21.98%              19.96%

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

  Class Y Shares (inception 11/3/97)                             -0.91%           19.04%               N/A

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


 (1) from 12/31/90
 The Fund's average annual total returns include the applicable sales charges: for Class A, the current maximum
initial sales charge of 5.75%; for Class B, the contingent deferred sales charges of 5% (1-year) and 2% (life of
class); and for Class C, the 1% contingent deferred sales charge for the 1-year period. Because Class N shares
were not offered for sale during the Fund's fiscal year ended August 31, 2001, no performance information is
included in the table above.  There is no sales charge for Class Y shares.

The returns measure the performance of a hypothetical account and assume that all dividends and capital gains
distributions have been reinvested in additional shares. The performance of the Fund's Class A shares is compared
to the S&P 500 Index, an unmanaged index of equity securities. The index performance includes the reinvestment of
income but does not reflect transaction costs. The Fund's investments may vary from securities in the index.


Fees and Expenses of the Fund


The Fund pays a variety of expenses  directly for  management of its assets,  administration,  distribution  of its
shares and other  services.  Those expenses are subtracted from the Fund's assets to calculate the Fund's net asset
values per share.  All  shareholders  therefore pay those  expenses  indirectly.  Shareholders  pay other  expenses
directly,  such as sales charges and account  transaction  charges.  The following  tables are provided to help you
understand  the fees and expenses you may pay if you buy and hold shares of the Fund.  The numbers  below are based
on the Fund's expenses during its fiscal year ended August 31, 2001.




Shareholder Fees (charges paid directly from your investment):

  --------------------------------
                                   Class A Shares  Class B Shares     Class C     Class N4 Shares  Class Y Shares
                                                                      Shares
  -------------------------------- --------------- --------------- -------------- ---------------- ----------------
  -------------------------------- --------------- --------------- -------------- ---------------- ----------------
  Maximum Sales Charge (Load) on
  purchases                            5.75%            None           None            None             None
  (as % of offering price)
  -------------------------------- --------------- --------------- -------------- ---------------- ----------------
  -------------------------------- --------------- --------------- -------------- ---------------- ----------------
  Maximum Deferred Sales Charge
  (Load) (as % of the lower of
  the original offering price or       None1            5%2             1%3             1%4             None
  redemption proceeds)
  --------------------------------

   1. A contingent deferred sales charge may apply to redemptions of investments of $1 million or more ($500,000
   for retirement plan accounts) of Class A shares. See "How to Buy Shares" for details.
   2. Applies to redemptions in first year after purchase. The contingent deferred sales charge declines to 1% in
   the sixth year and is eliminated after that.
   3. Applies to shares redeemed within 12 months of purchase.

   4. Applies to shares redeemed within 18 months of retirement plan's first purchase of Class N shares.


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

                                                 Class A       Class B       Class C      Class N       Class Y
                                                 Shares         Shares       Shares        Shares        Shares
  -------------------------------------------
  -------------------------------------------

  Management Fees                                 0.58%         0.58%         0.58%        0.58%         0.58%

  -------------------------------------------
  -------------------------------------------
  Distribution and/or Service (12b-1) Fees
                                                  0.23%         1.00%         1.00%        0.50%          N/A
  -------------------------------------------
  -------------------------------------------

  Other Expenses                                  0.22%         0.22%         0.22%        0.28%         0.08%

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

  Total Annual Operating Expenses                 1.03%         1.80%         1.80%        1.36%         0.66%

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


   Expenses may vary in future years. "Other Expenses" include transfer agent fees, custodial expenses, and
   accounting and legal expenses the Fund pays.  Class N shares were first offered for sale on March 1, 2001, and
   the above expenses have been annualized for the fiscal year ended August 31, 2001.


EXAMPLES. The following examples are intended to help you compare the cost of investing in the Fund with the cost
of investing in other mutual funds. The examples assume that you invest $10,000 in a class of shares of the Fund
for the time periods indicated and reinvest your dividends and distributions.

         The first example assumes that you redeem all of your shares at the end of those periods. The second
example assumes that you keep your shares. Both examples also assume that your investment has a 5% return each
year and that the class'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:

  ------------------------------------
  If shares are redeemed:              1 Year             3 Years             5 Years             10 Years1
  ------------------------------------ ------------------ ------------------- ------------------- -----------------
  ------------------------------------ ------------------ ------------------- ------------------- -----------------

  Class A Shares                       $674               $884                $1,111              $1,762

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

  Class B Shares                       $683               $866                $1,175              $1,728

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

  Class C Shares                       $283               $566                $975                $2,116

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

  Class N Shares                       $238               $431                $745                $1,635

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

  Class Y Shares                       $67                $211                $368                $822

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



  ------------------------------------
  If shares are not redeemed:          1 Year             3 Years             5 Years             10 Years1
  ------------------------------------ ------------------ ------------------- ------------------- -----------------
  ------------------------------------ ------------------ ------------------- ------------------- -----------------

  Class A Shares                       $674               $884                $1,111              $1,762

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

  Class B Shares                       $183               $566                $975                $1,728

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

  Class C Shares                       $183               $566                $975                $2,116

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

  Class N Shares                       $138               $431                $745                $1,635

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

  Class Y Shares                       $67                $211                $368                $822

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

   In the first example, expenses include the initial sales charge for Class A and the applicable Class B, Class
   C or Class N contingent deferred sales charges. In the second example, the Class A expenses include the sales
   charge, but Class B, Class C and Class N expenses do not include the contingent deferred sales charges.
1.       Class B expenses for years 7 through 10 are based on Class A expenses, since Class B shares
   automatically convert to Class A after 6 years.


About the Fund's Investments
THE FUND'S PRINCIPAL INVESTMENT POLICIES. The allocation of the Fund's portfolio among different investments will
vary over time based upon the Manager's evaluation of economic and market trends. The Fund's portfolio might not
always include all of the different types of investments described below. The Statement of Additional Information
contains more detailed information about the Fund's investment policies and risks.

         The Manager tries to reduce risks by carefully researching securities before they are purchased. The
Fund attempts to reduce its exposure to market risks by diversifying its investments, that is, by not holding a
substantial amount of stock of any one company and by not investing too great a percentage of the Fund's assets
in any one company. Also, the Fund does not concentrate 25% or more of its assets in investments in any one
industry.

         However, changes in the overall market prices of securities can occur at any time. The share prices of
the Fund will change daily based on changes in market prices of securities and market conditions and in response
to other economic events.

Stock Investments. The Manager looks for stocks of companies that have growth potential. Growth companies may be
         developing new products or services or may be expanding into new markets for their products. They may be
         newer companies or more established companies entering a growth cycle. The Fund's investments are not
         limited to issuers in a specific capitalization range, such as large-cap or small-cap companies, and the
         Fund can invest in issuers in all capitalization ranges. Market capitalization refers to the market
         value of all of a company's issued and outstanding stock. Currently, the Fund's stock investments are
         focused on mid-cap and large-cap issuers, but that emphasis can change over time. Because the stocks of
         companies that have smaller market capitalizations tend to be more volatile, to the extent that the Fund
         holds small-cap stocks, its share prices may fluctuate more and the risks of loss are greater.

         Newer growth companies tend to retain a large part of their earnings for research, development or
         investment in capital assets. Therefore, they do not tend to emphasize paying dividends, and may not pay
         any dividends for a protracted period. They are selected for the Fund's portfolio because the Manager
         believes the price of the stock will increase over time.


Foreign Securities. The Fund can buy foreign equity and debt securities. It would buy debt securities primarily
         for liquidity or defensive purposes, including debt securities issued by foreign companies or by foreign
         governments and their agencies. The Fund currently does not expect to have more than 35% of its assets
         invested in foreign securities, although it has the ability to invest in them without limit.

CAN THE FUND'S INVESTMENT OBJECTIVE AND POLICIES CHANGE? The Fund's Board of Trustees can change non-fundamental
investment 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 Fund's
outstanding voting shares. The Fund's investment objective is a fundamental policy. Other investment restrictions
that are fundamental policies are listed in the Statement of Additional Information. An investment policy is not
fundamental unless this Prospectus or the Statement of Additional Information says that it is.

OTHER INVESTMENT STRATEGIES. To seek its objective, the Fund can also use the investment techniques and
strategies described below. The Manager might not always use all of the different types of techniques and
investments described below. These techniques have risks, although some are designed to help reduce overall
investment or market risks.

Other Equity Securities. While the Fund mainly buys common stocks, it can also buy preferred stocks and
         securities convertible into common stock. The Manager considers some convertible securities to be
         "equity equivalents" because of the conversion feature and in that case their rating has less impact on
         the Manager's investment decision than in the case of other debt securities.

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
         federal securities laws before they can be sold publicly. The Fund will not invest more than 10% of its
         net assets in illiquid or restricted securities. The Board can increase that limit to 15%. Certain
         restricted securities that are eligible for resale to qualified institutional purchasers may not be
         subject to that limit. The Manager monitors holdings of illiquid securities on an ongoing basis to
         determine whether to sell any holdings to maintain adequate liquidity.

Derivative Investments. The Fund can invest in a number of different kinds of "derivative" investments. In
         general terms, a derivative investment is an investment contract whose value depends on (or is derived
         from) the value of an underlying asset, interest rate or index. In the broadest sense, options, futures
         contracts, and other hedging instruments the Fund might use may be considered "derivative" investments.
         In addition to using derivatives for hedging, the Fund might use other derivative investments because
         they offer the potential for increased value. The Fund currently does not use derivatives to a
         significant degree and is not required to use them in seeking its objective.

         Derivatives have risks. If the issuer of the derivative investment does not pay the amount due, the Fund
         can lose money on the investment. The underlying security or investment on which a derivative is based,
         and the derivative itself, may not perform the way the Manager expected it to. As a result of these
         risks the Fund could realize less principal or income from the investment than expected or its hedge
         might be unsuccessful. As a result, the Fund's share prices could fall. Certain derivative investments
         held by the Fund might be illiquid.

     o   Hedging. The Fund can buy and sell futures contracts, put and call options, and forward contracts. These
         are all referred to as "hedging instruments."  The Fund does not currently use hedging extensively nor
         for speculative purposes. It has limits on its use of hedging instruments and is not required to use
         them in seeking its objective.

         Some of these strategies would hedge the Fund's portfolio against price fluctuations. Other hedging
         strategies, such as buying futures and call options, would tend to increase the Fund's exposure to the
         securities market.

         There are also special risks in particular hedging strategies. Options trading involves the payment of
         premiums and can increase portfolio turnover. If the Manager used a hedging instrument at the wrong time
         or judged market conditions incorrectly, the strategy could reduce the Fund's return.


Temporary Defensive and Interim Investments. In times of unstable adverse market or economic conditions, the Fund
         can invest up to 100% of its assets in temporary defensive investments. Generally they would be cash
         equivalents (such as commercial paper), money market instruments, short-term debt securities, U.S.
         government securities, or repurchase agreements. The Fund could also hold these types of securities
         pending the investment of proceeds from the sale of Fund shares or portfolio securities or to meet
         anticipated redemptions of Fund shares. To the extent the Fund invests defensively in these securities,
         it might not achieve its investment objective of capital appreciation.



How the Fund Is Managed
THE MANAGER. The Manager chooses the Fund's investments and handles its day-to-day business. The Manager carries
out its duties, subject to the policies established by the Fund's Board of Trustees, under an investment advisory
agreement that states the Manager's responsibilities. The agreement sets the fees the Fund pays to the Manager
and describes the expenses that the Fund is responsible to pay to conduct its business.


         The Manager has operated as an investment adviser since January 1960. The Manager (including
subsidiaries) managed more than $120 billion in assets as of October 1, 2001, including other Oppenheimer funds
with more than 5 million shareholder accounts. The Manager is located at 498 Seventh Avenue, New York, New York
10018.


Portfolio Manager. The portfolio manager of the Fund is Jane Putnam. She has been principally responsible for the
         day-to-day management of the Fund's portfolio since July 1995 and is a Vice President of the Fund and
         the Manager. Before joining the Manager in May 1994 she was a portfolio manager and equity research
         analyst for Chemical Bank.


Advisory Fees. Under the investment advisory agreement, the Fund pays the Manager an advisory fee at an annual
         rate that declines as the Fund's assets grow: 0.75% of the first $200 million of average annual net
         assets, 0.72% of the next $200 million; 0.69% of the next $200 million, 0.66% of the next $200 million,
         0.60% of the next $700 million, 0.58% of the next $1.0 billion, 0.56% of the next $2.0 billion, 0.54% of
         the next $4.0 billion, and 0.52% of average annual net assets over $8.5 billion.  The Fund's management
         fee for its last fiscal year ended August 31, 2001 was 0.58% of average annual net assets for each class
         of shares.


ABOUT YOUR ACCOUNT

How to Buy Shares
HOW DO YOU BUY SHARES? You can buy shares several ways, as described below. The Fund's Distributor,
OppenheimerFunds Distributor, Inc., may appoint servicing agents to accept purchase (and redemption) orders. The
Distributor, in its sole discretion, may reject any purchase order for the Fund's shares.

Buying Shares Through Your Dealer. You can buy shares through any dealer, broker or financial institution that
         has a sales agreement with the Distributor. Your dealer will place your order with the Distributor on
         your behalf.
Buying Shares Through the Distributor. Complete an OppenheimerFunds New Account Application and return it with a
         check payable to "OppenheimerFunds Distributor, Inc." Mail it to P.O. Box 5270, Denver, Colorado 80217.
         If you don't list a dealer on the application, the 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 Fund is appropriate for you.

     o   Paying by Federal Funds Wire. Shares purchased through the Distributor may be paid for by Federal Funds
         wire. The minimum investment is $2,500. Before sending a wire, call the Distributor's Wire Department at
         1.800.525.7048 to notify the Distributor of the wire, and to receive further instructions.

     o   Buying Shares Through OppenheimerFunds AccountLink. With AccountLink, you pay for shares by electronic
         funds transfer from your bank account. Shares are purchased for your account by a transfer of money from
         your bank through the Automated Clearing House (ACH) system. You can provide those instructions
         automatically, under an Asset Builder Plan, described below, or by telephone instructions using
         OppenheimerFunds PhoneLink, also described below. Please refer to "AccountLink," below for more details.

     o   Buying Shares Through Asset Builder Plans. You may purchase shares of the Fund (and up to four other
         Oppenheimer funds) automatically each month from your account at a bank or other financial institution
         under an Asset Builder Plan with AccountLink. Details are in the Asset Builder Application and the
         Statement of Additional Information.

HOW MUCH MUST YOU INVEST? You can buy Fund shares with a minimum initial investment of $1,000. You can make
additional investments at any time with as little as $25. There are reduced minimum investments under special
investment plans.

     o   With Asset Builder Plans, 403(b) plans, Automatic Exchange Plans and military allotment plans, you can
         make initial and subsequent investments for as little as $25. Subsequent purchases of at least $25 can
         be made by telephone through AccountLink.
     o   Under retirement plans, such as IRAs, pension and profit-sharing plans and 401(k) plans, you can start
         your account with as little as $250. If your IRA is started under an Asset Builder Plan, the $25 minimum
         applies. Additional purchases may be as little as $25.
     o   The minimum investment requirement does not apply to reinvesting dividends from the Fund or other
         Oppenheimer funds (a list of them appears in the Statement of Additional Information, or you can ask
         your dealer or call the Transfer Agent), or reinvesting distributions from unit investment trusts that
         have made arrangements with the Distributor.

AT WHAT PRICE ARE SHARES SOLD? Shares are sold at their offering price,  which is the net asset value per share
plus any initial sales charge that applies. 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 receives the purchase order
at its offices in Colorado, or after any agent appointed by the Distributor receives the order and sends it to
the Distributor.

Net Asset Value. The Fund  calculates the net asset value of each class of shares as of the close of The New York
         Stock Exchange, on each day the Exchange is open for trading (referred to in this Prospectus as a
         "regular business day"). The Exchange normally closes at 4:00 P.M., New York time, but may close earlier
         on some days. (All references to time in this Prospectus mean "New York time").

         The net asset value per share is determined by dividing the value of the Fund's net assets attributable
         to a class by the number of shares of that class that are outstanding. To determine net asset value, the
         Fund's Board of Trustees has established procedures to value the Fund's securities, in general based on
         market value. The Board has adopted special procedures for valuing illiquid securities and obligations
         for which market values cannot be readily obtained. Because foreign securities trade in markets and
         exchanges that operate on holidays and weekends, the value of the Fund's foreign investments might
         change significantly on days when investors cannot buy or redeem Fund shares.


         If, after the close of the principal market on which a security held by the Fund is traded, and before
         the time the Fund's shares are priced that day, a significant event occurs that the Manager deems likely
         to cause a material change in the value of such security, the Fund's Board of Trustees may determine a
         new value for such security in good faith in accordance with its established pricing procedures.


The Offering Price. To receive the offering price for a particular day, in most cases the Distributor or its
         designated agent must receive your order by the time of day The New York Stock Exchange closes that day.
         If your order is received on a day when the Exchange is closed or after it has closed, the order will
         receive the next offering price that is determined after your order is received.

Buying Shares Through A Dealer. If you buy shares through a dealer, your dealer must receive the order by the
         close of The New York Stock Exchange and transmit it to the Distributor so that it is received before
         the Distributor's close of business on a regular business day (normally 5:00 P.M.) to receive that day's
         offering price. Otherwise, the order will receive the next offering price that is determined


-------------------------------------------------------------------------------------------------------------------
WHAT CLASSES OF SHARES DOES THE FUND OFFER? The Fund offers investors five different classes of shares. 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. When you buy shares, be sure to
specify the class of shares. If you do not choose a class, your investment will be made in Class A shares.
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
Class A Shares. If you buy Class A shares, you pay an initial sales charge (on investments up to $1 million). The
         amount of that sales charge will vary depending on the amount you invest. The sales charge rates are
         listed in "How Can You Buy Class A Shares?" below.
-------------------------------------------------------------------------------------------------------------------
Class B Shares. If you buy Class B shares, you pay no sales charge at the time of purchase, but you will pay an
         annual asset-based sales charge. If  you sell your shares within six years of buying them, you will
         normally pay a contingent deferred sales charge. That contingent deferred sales charge varies depending
         on how long you own your shares, as described in "How Can You Buy Class B Shares?" below.
-------------------------------------------------------------------------------------------------------------------
Class C Shares. If you buy Class C shares, you pay no sales charge at the time of purchase, but you will pay an
         annual asset-based sales charge. If  you sell your shares within 12 months of buying them, you will
         normally pay a contingent deferred sales charge of 1%, as described in "How Can You Buy Class C Shares?"
         below.
-------------------------------------------------------------------------------------------------------------------

Class N Shares. If you buy Class N shares (available only through certain retirement plans), you pay no sales
         charge at the time of purchase, but you will pay an annual asset-based sales charge.  If you sell your
         shares within eighteen (18) months of the retirement plan's first purchase of Class N shares, you may
         pay a contingent deferred sales charge of 1%, as described in "How Can You Buy Class N Shares?" below.

Class Y Shares. Class Y shares are offered only to certain institutional investors that have special agreements
         with the Distributor.

WHICH CLASS OF SHARES SHOULD YOU CHOOSE? Once you decide that the Fund is an appropriate investment for you, the
decision as to which class of shares is best suited to your needs depends on a number of factors that you should
discuss with your financial advisor. Some factors to consider are how much you plan to invest and how long you
plan to hold your investment. If your goals and objectives change over time and you plan to purchase additional
shares, you should re-evaluate those factors to see if you should consider another class of shares. The Fund's
operating costs that apply to a class of shares and the effect of the different types of sales charges on your
investment will vary your investment results over time.

The discussion below is not intended to be investment advice or a recommendation, because each investor's
financial considerations are different.  The discussion below assumes that you will purchase only one class of
shares, and not a combination of shares of different classes. Of course, these examples are based on
approximations of the effect of current sales charges and expenses projected over time, and do not detail all of
the considerations in selecting a class of shares. You should analyze your options carefully with your financial
advisor before making that choice.


How Long Do You Expect to Hold Your Investment? While future financial needs cannot be predicted with certainty,
         knowing how long you expect to hold your investment will assist you in selecting the appropriate class
         of shares. Because of the effect of class-based expenses, your choice will also depend on how much you
         plan to invest. For example, the reduced sales charges available for larger purchases of Class A shares
         may, over time, offset the effect of paying an initial sales charge on your investment, compared to the
         effect over time of higher class-based expenses on shares of Class B, Class C or Class N.  For
         retirement plans that qualify to purchase Class N shares, Class N shares will generally be more
         advantageous than Class B and Class C shares.


   o     Investing for the Shorter Term. While the Fund is meant to be a long-term investment, if  you have a
         relatively short-term investment horizon (that is, you plan to hold your shares for not more than six
         years), you should probably consider purchasing Class A or Class C shares rather than Class B shares.
         That is because of the effect of the Class B contingent deferred sales charge if you redeem within six
         years, as well as the effect of the Class B asset-based sales charge on the investment return for that
         class in the short-term. Class C shares might be the appropriate choice (especially for investments of
         less than $100,000), because there is no initial sales charge on Class C shares, and the contingent
         deferred sales charge does not apply to amounts you sell after holding them one year.

         However, if you plan to invest more than $100,000 for the shorter term, then as your investment horizon
         increases toward six years, Class C shares might not be as advantageous as Class A shares. That is
         because the annual asset-based sales charge on Class C shares will have a greater impact on your account
         over the longer term than the reduced front-end sales charge available for larger purchases of Class A
         shares.

         And for non-retirement plan investors who invest $1 million or more, in most cases Class A shares will
         be the most advantageous choice, no matter how long you intend to hold your shares. For that reason, the
         Distributor normally will not accept purchase orders of $500,000 or more of Class B shares or $1 million
         or more of Class C shares from a single investor.

   o     Investing for the Longer Term. If you are investing less than $100,000 for the longer-term, for example
         for retirement, and do not expect to need access to your money for seven years or more, Class B shares
         may be appropriate.

Are There Differences in Account Features That Matter to You?  Some account features may not be available to
         Class B or Class C shareholders. Other features may not be advisable (because of the effect of the
         contingent deferred sales charge) for Class B, Class C or Class N shareholders. Therefore, you should
         carefully review how you plan to use your investment account before deciding which class of shares to
         buy.


         Additionally, the dividends payable to Class B, Class C and Class N shareholders will be reduced by the
         additional expenses borne by those classes that are not borne by Class A shares, such as the Class B,
         Class C and Class N asset-based sales charge described below and in the Statement of Additional
         Information. Share certificates are not available for Class B and Class C shares, and if you are
         considering using your shares as collateral for a loan, that may be a factor to consider.  Also,
         checkwriting is not available on accounts subject to a contingent deferred sales charge.


How Do Share Classes Affect Payments to My Broker? A financial advisor, may receive different compensation for
         selling one class of shares than for selling another class. It is important to remember that Class B,
         Class C and Class N contingent deferred sales charges and asset-based sales charges have the same
         purpose as the front-end sales charge on sales of Class A shares: to compensate the Distributor for
         commissions and expenses it pays to dealers and financial institutions for selling shares. The
         Distributor may pay additional compensation from its own resources to securities dealers or financial
         institutions based upon the value of shares of the Fund owned by the dealer or financial institution for
         its own account or for its customers.


SPECIAL SALES CHARGE ARRANGEMENTS AND WAIVERS. Appendix B to the Statement of Additional Information details the
conditions for the waiver of sales charges that apply in certain cases, and the special sales charge rates that
apply to purchases of shares of the Fund by certain groups, or under specified retirement plan arrangements or in
other special types of transactions. To receive a waiver or special sales charge rate, you must advise the
Distributor when purchasing shares or the Transfer Agent when redeeming shares that the special conditions apply.


HOW CAN YOU BUY CLASS A SHARES? Class A shares are sold at their offering price, which is normally net asset
value plus an initial sales charge. However, in some cases, described below, purchases are not subject to an
initial sales charge, and the offering price will be the net asset value. In other cases, reduced sales charges
may be available, as described below or in the Statement of Additional Information. Out of the amount you invest,
the Fund receives the net asset value to invest for your account.

         The sales charge varies depending on the amount of your purchase. A portion of the sales charge may be
retained by the Distributor or allocated to your dealer as commission. The Distributor reserves the right to
reallow the entire commission to dealers. The current sales charge rates and commissions paid to dealers and
brokers are as follows:

                                                  Front-End Sales      Front-End Sales Charge
  -------------------------------------------       Charge As a        As a Percentage of Net      Commission as
                                                   Percentage of           Amount Invested         Percentage of
                                                   Offering Price                                 Offering Price
  Amount of Purchase
  -------------------------------------------- ----------------------- ------------------------ --------------------
  -------------------------------------------- ----------------------- ------------------------ --------------------
  Less than $25,000                                    5.75%                    6.10%                  4.75%
  -------------------------------------------- ----------------------- ------------------------ --------------------
  -------------------------------------------- ----------------------- ------------------------ --------------------
  $25,000 or more but less than $50,000                5.50%                    5.82%                  4.75%
  -------------------------------------------- ----------------------- ------------------------ --------------------
  -------------------------------------------- ----------------------- ------------------------ --------------------
  $50,000 or more but less than $100,000               4.75%                    4.99%                  4.00%
  -------------------------------------------- ----------------------- ------------------------ --------------------
  -------------------------------------------- ----------------------- ------------------------ --------------------
  $100,000 or more but less than $250,000              3.75%                    3.90%                  3.00%
  -------------------------------------------- ----------------------- ------------------------ --------------------
  -------------------------------------------- ----------------------- ------------------------ --------------------
  $250,000 or more but less than $500,000              2.50%                    2.56%                  2.00%
  -------------------------------------------- ----------------------- ------------------------ --------------------
  -------------------------------------------- ----------------------- ------------------------ --------------------
  $500,000 or more but less than $1 million            2.00%                    2.04%                  1.60%
  --------------------------------------------


     Class A Contingent Deferred Sales Charge.  There is no initial sales charge on purchases of Class A shares
              of any one or more of the Oppenheimer funds aggregating $1 million or more, or for certain
              purchases by particular types of retirement plans that were permitted to purchase such shares prior
              to March 1, 2001 ("grandfathered retirement accounts").  Retirement plans are not permitted to make
              initial purchases of Class A shares subject to a contingent deferred sales charge, except as
              provided below.  The Distributor pays dealers of record concessions in an amount equal to 1.0% of
              purchases of $1 million or more other than by grandfathered retirement accounts. For grandfathered
              retirement accounts, the concession is 1.0% of the first $2.5 million, plus 0.50% of the next $2.5
              million, plus 0.25% of purchases over $5 million, calculated on a calendar year basis.  In either
              case, the concession will not be paid on purchases of shares by exchange or that were previously
              subject to a front-end sales charge and dealer concession.

              If you redeem any of those shares within an 18 month "holding period" measured from the beginning
              of the calendar month of their purchase, a contingent deferred sales charge (called the "Class A
              contingent deferred sales charge") may be deducted from the redemption proceeds.  That sales charge
              will be equal to 1.0% of the lesser of:

o        the aggregate net asset value of the redeemed shares at the time of redemption (excluding shares
                  purchased by reinvestment of dividends or capital gain distributions) or
o        the original net asset value of the redeemed shares.


              The Class A contingent deferred sales charge will not exceed the aggregate amount of the
              concessions the Distributor paid to your dealer on all purchases of Class A shares of all
              Oppenheimer funds you made that were subject to the Class A contingent deferred sales charge.

     Purchases by Certain Retirement Plans.  There is no initial sales charge on purchases of Class A shares of
              any one or more Oppenheimer funds by retirement plans that have $10 million or more in plan assets
              and that have entered into a special agreement with the Distributor and by retirement plans which
              are part of a retirement plan product or platform offered by certain banks, broker-dealers,
              financial advisors, insurance companies or recordkeepers which have entered into a special
              agreement with the Distributor.  The Distributor currently pays dealers of record concessions in an
              amount equal to 0.25% of the purchase price of Class A shares by those retirement plans from its
              own resources at the time of sale, subject to certain exceptions as described in the Statement of
              Additional Information. There is no contingent deferred sales charge upon the redemption of such
              shares.


Can You Reduce Class A Sales Charges? You may be eligible to buy Class A shares at reduced sales charge rates
         under the Fund's "Right of Accumulation" or a Letter of Intent, as described in "Reduced Sales Charges"
         in the Statement of Additional Information.


HOW CAN YOU BUY CLASS B SHARES? Class B shares are sold at net asset value per share without an initial sales
charge. However, if Class B shares are redeemed within 6 years of the beginning of the calendar month of their
purchase, a contingent deferred sales charge will be deducted from the redemption proceeds. The Class B
contingent deferred sales charge is paid to compensate the Distributor for its expenses of providing
distribution-related services to the Fund in connection with the sale of Class B shares.


         The amount of the contingent deferred sales charge will depend on the number of years since you invested
and the dollar amount being redeemed, according to the following schedule for the Class B contingent deferred
sales charge holding period:

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

                                                            Contingent Deferred Sales Charge on Redemptions in
                                                            That Year (As % of Amount Subject to Charge)





  Years Since Beginning of Month in Which Purchase Order
  was Accepted

                                                            -------------------------------------------------------
  --------------------------------------------------------- -------------------------------------------------------
  0 - 1                                                     5.0%
  --------------------------------------------------------- -------------------------------------------------------
  --------------------------------------------------------- -------------------------------------------------------
  1 - 2                                                     4.0%
  --------------------------------------------------------- -------------------------------------------------------
  --------------------------------------------------------- -------------------------------------------------------
  2 - 3                                                     3.0%
  --------------------------------------------------------- -------------------------------------------------------
  --------------------------------------------------------- -------------------------------------------------------
  3 - 4                                                     3.0%
  --------------------------------------------------------- -------------------------------------------------------
  --------------------------------------------------------- -------------------------------------------------------
  4 - 5                                                     2.0%
  --------------------------------------------------------- -------------------------------------------------------
  --------------------------------------------------------- -------------------------------------------------------
  5 - 6                                                     1.0%
  --------------------------------------------------------- -------------------------------------------------------
  --------------------------------------------------------- -------------------------------------------------------
  6 and following                                           None
  ---------------------------------------------------------

   In the table, a "year" is a 12-month period. In applying the sales charge, all purchases are considered to
   have been made on the first regular business day of the month in which the purchase was made.

Automatic Conversion of Class B Shares. Class B shares automatically convert to Class A shares 72 months after
         you purchase them. This conversion feature relieves Class B shareholders of the asset-based sales charge
         that applies to Class B shares under the Class B Distribution and Service Plan, described below. The
         conversion is based on the relative net asset value of the two classes, and no sales load or other
         charge is imposed. When any Class B shares you hold convert, any other Class B shares that were acquired
         by reinvesting dividends and distributions on the converted shares will also convert to Class A shares.
         For further information on the conversion feature and its tax implications, see "Class B Conversion" in
         the Statement of Additional Information.


HOW CAN YOU BUY CLASS C SHARES? Class C shares are sold at net asset value per share without an initial sales
charge. However, if Class C shares are redeemed within a holding period of 12 months from the beginning of the
calendar month of  their purchase, a contingent deferred sales charge of 1.0% will be deducted from the
redemption proceeds. The Class C contingent deferred sales charge is paid to compensate the Distributor for its
expenses of providing distribution-related services to the Fund in connection with the sale of Class C shares.

How Can You Buy Class N Shares? Class N shares are offered only through retirement plans (including IRAs and
403(b) plans) that purchase $500,000 or more of Class N shares of one or more Oppenheimer funds or through group
retirement plans (which do not include IRAs and 403(b) plans) that have assets of  $500,000 or more or 100 or
more eligible participants.  See "Availability of Class N shares" in the Statement of Additional Information for
other circumstances where Class N shares are available for purchase.

         A contingent deferred sales charge of 1.00% will be imposed upon the redemption of Class N shares, if:

o        The group retirement plan is terminated or Class N shares of all Oppenheimer funds are terminated as an
              investment option of the plan and Class N shares are redeemed within 18 months after the plan's
              first purchase of Class N shares of any Oppenheimer fund, or
o        With respect to an IRA or 403(b) plan, Class N shares are redeemed within 18 months of the plan's first
              purchase of Class N shares of any Oppenheimer fund.


         Retirement  plans  that  offer  Class N shares  may  impose  charges  on plan  participant  accounts.  The
procedures  for buying,  selling,  exchanging and  transferring  the Fund's other classes of shares (other than the
time those  orders must be received by the  Distributor  or Transfer  Agent in  Colorado)  and the special  account
features  applicable to purchasers of those other classes of shares  described  elsewhere in this prospectus do not
apply  to  Class N  shares  offered  through  a group  retirement  plan.  Instructions  for  purchasing  redeeming,
exchanging or transferring  Class N shares offered  through a group  retirement plan must be submitted by the plan,
not by plan participants for whose benefit the shares are held.

HOW CAN YOU 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.
They may include insurance companies, registered investment companies and employee benefit plans. For example,
Massachusetts Mutual Life Insurance Company, an affiliate of the Manager, may purchase Class Y shares of the Fund
and other Oppenheimer funds (as well as Class Y shares of funds advised by MassMutual) for asset allocation
programs, investment companies or separate investment accounts it sponsors and offers to its customers.
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 Fund's other classes of
shares (other than the time those orders must be received by the Distributor or Transfer Agent) and the special
account features available to purchasers of those other classes of shares described elsewhere in this Prospectus
do not apply to Class Y shares. Instructions for purchasing, redeeming, exchanging or transferring Class Y shares
must be submitted by the institutional investor, not by its customers for whose benefit the shares are held.

DISTRIBUTION AND SERVICE (12b-1) PLANS.
Service Plan for Class A Shares. The Fund has adopted a Service Plan for Class A shares. It reimburses the
         Distributor for a portion of its costs incurred for services provided to accounts that hold Class A
         shares. Reimbursement is made quarterly at an annual rate of up to 0.25% of the average annual net
         assets of Class A shares of the Fund. The Distributor currently uses all of those fees to compensate
         dealers, brokers, banks and other financial institutions quarterly for providing personal service and
         maintenance of accounts of their customers that hold Class A shares.

Distribution  and  Service  Plans for Class B, Class C and Class N shares.  The Fund has adopted  Distribution  and
Service  Plans  for  Class B,  Class C and  Class N shares to pay the  Distributor  for its  services  and costs in
distributing  Class B,  Class C and Class N shares  and  servicing  accounts.  Under the  plans,  the Fund pays the
Distributor  an annual  asset-based  sales charge of 0.75% per year on Class B shares and on Class C shares and the
Fund  pays the  Distributor  an  annual  asset-based  sales  charge  of  0.25%  per  year on  Class N  shares.  The
Distributor also receives a service fee of 0.25% per year under each plan.

         The  asset-based  sales charge and service fees  increase  Class B and Class C expenses by up to 1.00% and
increase  Class N expenses by up to 0.50% of the net assets per year of the  respective  class.  Because these fees
are paid out of the  Fund's  assets on an  ongoing  basis,  over time  these  fees will  increase  the cost of your
investment and may cost you more than other types of sales charges.


         The Distributor uses the service fees to compensate  dealers for providing  personal services for accounts
that hold Class B, Class C or Class N shares.  The  Distributor  pays the 0.25%  service fees to dealers in advance
for the first  year  after the  shares are sold by the  dealer.  After the  shares  have been held for a year,  the
Distributor  pays the service fees to dealers on a quarterly  basis.  The Distributor  retains the service fees for
accounts for which it renders the required personal services.


         The  Distributor  currently  pays a sales  concession of 3.75% of the purchase  price of Class B shares to
dealers  from its own  resources  at the time of sale.  Including  the advance of the service fee, the total amount
paid by the  Distributor  to the dealer at the time of sale of Class B shares is  therefore  4.00% of the  purchase
price.  The Distributor retains the Class B asset-based sales charge.

         The  Distributor  currently  pays a sales  concession of 0.75% of the purchase  price of Class C shares to
dealers  from its own  resources  at the time of sale.  Including  the advance of the service fee, the total amount
paid by the  Distributor  to the dealer at the time of sale of Class C shares is  therefore  1.00% of the  purchase
price.  The  Distributor  pays the  asset-based  sales  charge as an  ongoing  commission  to the dealer on Class C
shares that have been outstanding for a year or more.


         The Distributor currently pays a sales concession of 0.75% of the purchase price of Class N shares to
dealers from its own resources at the time of sale.  Including the advance of the service fee the total amount
paid by the Distributor to the dealer at the time of sale of Class N shares is therefore 1.00% of the purchase
price, subject to certain exceptions as described in the Statement of Additional Information.  The Distributor
retains the asset-based sales charge on Class N shares.


Special Investor Services
ACCOUNTLINK. You can use our AccountLink feature to link your Fund account with an account at a U.S. bank or
other financial institution. It must be an Automated Clearing House (ACH) member. AccountLink lets you:
     o   transmit funds electronically to purchase shares by telephone (through a service representative or by
         PhoneLink) or automatically under Asset Builder Plans, or
     o   have the Transfer Agent send redemption proceeds or transmit dividends and distributions directly to
         your bank account. Please call the Transfer Agent for more information.

         You may purchase shares by telephone only after your account has been established. To purchase shares in
amounts up to $250,000 through a telephone representative, call the Distributor at 1.800.852.8457. The purchase
payment will be debited from your bank account.

         AccountLink privileges should be requested on your Application or your dealer's settlement instructions
if you buy your shares through a dealer. After your account is established, you can request AccountLink
privileges by sending signature-guaranteed instructions to the Transfer Agent. AccountLink privileges will apply
to each shareholder listed in the registration on your account as well as to your dealer representative of record
unless and until the Transfer Agent receives written instructions terminating or changing those privileges. After
you establish AccountLink for your account, any change of bank account information must be made by
signature-guaranteed instructions to the Transfer Agent signed by all shareholders who own the account.



PHONELINK. PhoneLink is the OppenheimerFunds automated telephone system that enables shareholders to perform a
number of account transactions automatically using a touch-tone phone. PhoneLink may be used on
already-established Fund accounts after you obtain a Personal Identification Number (PIN), by calling the special
PhoneLink number, 1.800.533.3310.

Purchasing Shares. You may purchase shares in amounts up to $100,000 by phone, by calling 1.800.533.3310. You
         must have established AccountLink privileges to link your bank account with the Fund to pay for these
         purchases.
Exchanging Shares. With the OppenheimerFunds Exchange Privilege, described below, you can exchange shares
         automatically by phone from your Fund account to another OppenheimerFunds account you have already
         established by calling the special PhoneLink number.
Selling Shares. You can redeem shares by telephone automatically by calling the PhoneLink number and the Fund
         will send the proceeds directly to your AccountLink bank account. Please refer to "How to Sell Shares,"
         below for details.

CAN YOU SUBMIT TRANSACTION REQUESTS BY FAX? You may send requests for certain types of account transactions to
the Transfer Agent by fax (telecopier). Please call 1.800.525.7048 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.


OPPENHEIMERFUNDS INTERNET WEB SITE. You can obtain information about the Fund, as well as your account balance,
on the OppenheimerFunds Internet web site, at www.oppenheimerfunds.com. Additionally, shareholders listed in the
account registration (and the dealer of record) may request certain account transactions through a special
section of that web site. To perform account transactions or obtain account information online, you must first
obtain a user I.D. and password on that web site.


AUTOMATIC WITHDRAWAL AND EXCHANGE PLANS. The Fund has several plans that enable you to sell shares automatically
or exchange them to another OppenheimerFunds account on a regular basis. Please call the Transfer Agent or
consult the Statement of Additional Information for details.


REINVESTMENT PRIVILEGE. If you redeem some or all of your Class A or Class B shares of the Fund, you have up to 6
months to reinvest all or part of the redemption proceeds in Class A shares of the Fund or other Oppenheimer
funds without paying a sales charge. This privilege applies only to Class A shares that you purchased subject to
an initial sales charge and to Class A or Class B shares on which you paid a contingent deferred sales charge
when you redeemed them. This privilege does not apply to Class C and Class N shares. You must be sure to ask the
Distributor for this privilege when you send your payment.


RETIREMENT PLANS. You may buy shares of the Fund for your 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
Distributor also offers a number of different retirement plans that can be used by individuals and employers:
Individual Retirement Accounts (IRAs). These include regular IRAs, Roth IRAs, SIMPLE IRAs, rollover and Education
         IRAs.
SEP-IRAs. These are Simplified Employee Pensions Plan IRAs for small business owners or self-employed individuals.
   403(b)(7) Custodial Plans. These are tax deferred plans for employees of eligible tax-exempt organizations,
         such as schools, hospitals and charitable organizations.
401(k) Plans. These are special retirement plans for businesses.
Pension and Profit-Sharing Plans. These plans are designed for businesses and self-employed individuals.

         Please call the Distributor for OppenheimerFunds 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. The Fund lets you sell your shares by
writing a letter, by wire 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 1.800.525.7048, for assistance.


Certain Requests Require a Signature Guarantee. To protect you and the Fund 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 a Fund account with a different owner or name
     o   Shares are being redeemed by someone (such as an Executor) other than the owners

Where Can You Have Your 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

Retirement Plan Accounts. There are special procedures to sell shares in an OppenheimerFunds 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 Fund shares in your plan account.

HOW DO YOU SELL SHARES BY MAIL? Write a letter of instructions that includes:
     o   Your name
     o   The Fund's name
     o   Your Fund 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:
OppenheimerFunds Services                                    OppenheimerFunds Services
P.O. Box 5270                                                10200 E. Girard Avenue, Building D
Denver, Colorado 80217                                       Denver, Colorado 80231

HOW DO YOU SELL SHARES BY TELEPHONE? You and your dealer representative of record may also sell your shares by
telephone. To receive the redemption price calculated on a particular business day, your call must be received by
the Transfer Agent by the close of The New York Stock Exchange that day, which is normally 4:00 P.M., but may be
earlier on some days. You may not redeem shares held in an OppenheimerFunds retirement plan account or under a
share certificate by telephone.
     o   To redeem shares through a service representative, call 1.800.852.8457
     o   To redeem shares automatically on PhoneLink, call 1.800.533.3310
         Whichever method you use, you may have a check sent to the address on the account statement, or, if you
have linked your Fund account to your bank account on AccountLink, you may have the proceeds sent to that bank
account.


ARE THERE LIMITS ON AMOUNTS REDEEMED BY TELEPHONE?

Telephone Redemptions Paid by Check. Up to $100,000 may be redeemed by telephone in any 7-day period. The check
         must be payable to all owners of record of the shares and must be sent to the address on the account
         statement. This service is not available within 30 days of changing the address on an account.

Telephone Redemptions Through AccountLink. There are no dollar limits on telephone redemption proceeds sent to a
         bank account designated when you establish AccountLink. Normally the ACH transfer to your bank is
         initiated on the business day after the redemption. You do not receive dividends on the proceeds of the
         shares you redeemed while they are waiting to be transferred.



CAN YOU SELL SHARES THROUGH YOUR DEALER? The Distributor has made arrangements to repurchase Fund shares from
dealers and brokers on behalf of their customers. Brokers or dealers may charge for that service. If your shares
are held in the name of your dealer, you must redeem them through your dealer.

HOW CONTINGENT DEFERRED SALES CHARGES AFFECT REDEMPTIONS. If you

purchase shares subject to a Class A, Class B, Class C or Class N contingent deferred sales
charge and redeem any of those shares during the applicable holding period for the class of
shares, the contingent deferred sales charge will be deducted from the redemption proceeds
(unless you are eligible for a waiver of that sales charge based on the categories listed in
Appendix B to the Statement of Additional Information and you advise the Transfer Agent of
                                                      ---
your eligibility for the waiver when you place your redemption request).


         A contingent deferred sales charge will be based on the lesser of the net asset value of the redeemed
shares at the time of redemption or the original net asset value. A contingent deferred sales charge is not
imposed on:
     o   the amount of your account value represented by an increase in net asset value over the initial purchase
         price,
     o   shares purchased by the reinvestment of dividends or capital gains distributions, or
     o   shares redeemed in the special circumstances described in Appendix B to the Statement of Additional
         Information.

         To determine whether a contingent deferred sales charge applies to a redemption, the Fund redeems shares
         in the following order:
     1.  shares acquired by reinvestment of dividends and capital gains distributions,
     2.  shares held for the holding period that applies to the class, and
     3.  shares held the longest during the holding period.

         Contingent deferred sales charges are not charged when you exchange shares of the Fund for shares of
other Oppenheimer funds. However, if you exchange them within the applicable contingent deferred sales charge
holding period, the holding period will carry over to the fund whose shares you acquire. Similarly, if you
acquire shares of this Fund by exchanging shares of another Oppenheimer fund that are still subject to a
contingent deferred sales charge holding period, that holding period will carry over to this Fund.


How to Exchange Shares

Shares of the Fund may be exchanged for shares of certain Oppenheimer funds at net asset value per share at the
time of exchange, without sales charge. Shares of the Fund can be purchased by exchange of shares of other
Oppenheimer funds on the same basis. 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 both funds must offer the exchange privilege.
     o   You must hold the shares you buy when you establish your account for at least 7 days before you can
         exchange them. After the account is open 7 days, you can exchange shares every regular business day.
     o   You must meet the minimum purchase requirements for the fund whose shares you purchase by exchange.
     o   Before exchanging into a fund, you must  obtain and read its prospectus.

         Shares of a particular class of the Fund may be exchanged only for shares of the same class in the other
Oppenheimer funds. For example, you can exchange Class A shares of this Fund only for Class A shares of another
fund. In some cases, sales charges may be imposed on exchange transactions. For tax purposes, exchanges of shares
involve a sale of the shares of the fund you own and a purchase of the shares of the other fund, which may result
in a capital gain or loss. Please refer to "How to Exchange Shares" in the Statement of Additional Information
for more details.

         You can find a list of Oppenheimer funds currently available for exchanges in the Statement of
Additional Information or obtain one by calling a service representative at 1.800.525.7048. That list can change
from time to time.

HOW DO YOU SUBMIT EXCHANGE REQUESTS? Exchanges may be requested in writing or by telephone:
Written Exchange Requests. Submit an OppenheimerFunds Exchange Request form, signed by all owners of the account.
         Send it to the Transfer Agent at the address on the Back Cover. Exchanges of shares held under
         certificates cannot be processed unless the Transfer Agent receives the certificates with the request.
Telephone Exchange Requests. Telephone exchange requests may be made either by calling a service representative
         at 1.800.852.8457, or by using PhoneLink for automated exchanges by calling 1.800.533.3310. Telephone
         exchanges may be made only between accounts that are registered with the same name(s) and address.
         Shares held under certificates may not be exchanged by telephone.

ARE THERE LIMITATIONS ON EXCHANGES? There are certain exchange policies you should be aware of:
         o        Shares are normally redeemed from one fund and purchased from the other fund in the exchange

                  transaction on the same regular business day on which the Transfer Agent receives an exchange
                  request that conforms to the policies described above. It must be received by the close of The
                  New York Stock Exchange that day, which is normally 4:00 P.M. but may be earlier on some days.
                  However, either fund may delay the purchase of shares of the fund you are exchanging into up to
                  seven days if it determines it would be disadvantaged by the same day exchange.

         o   The  interests of the Fund's  long-term  shareholders  and its ability to manage its  investments  may
             be  adversely  affected  when its shares are  repeatedly  bought and sold in  response  to  short-term
             market  fluctuations--also  known as "market  timing."  When large dollar  amounts are  involved,  the
             Fund may have difficulty  implementing long-term investment strategies,  because it cannot predict how
             much cash it will have to invest.  Market timing also may force the Fund to sell portfolio  securities
             at disadvantageous  times to raise the cash needed to buy a market timer's Fund shares.  These factors
             may hurt the Fund's  performance and its  shareholders.  When the Manager  believes  frequent  trading
             would have a disruptive  effect on the Fund's ability to manage its  investments,  the Manager and the
             Fund may reject purchase  orders and exchanges into the Fund by any person,  group or account that the
             Manager believes to be a market timer.

         o   The Fund may amend, suspend or terminate the exchange privilege at any time. The Fund will provide
             you notice whenever it is required to do so by applicable law, but it may impose these changes at
             any time for emergency purposes.

         o   If the Transfer Agent cannot exchange all the shares you request because of a restriction cited
             above, only the shares eligible for exchange will be exchanged.


Shareholder Account Rules and Policies

More information about the Fund'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 the Board believes it
         is in the Fund's best interest to do so.


Telephone transaction privileges for purchases, redemptions or exchanges may be modified, suspended or terminated
         by the Fund at any time. The Fund will provide you notice whenever it is required to do so by applicable
         law.  If an account has more than one owner, the Fund and the Transfer Agent may rely on the
         instructions of any one owner. Telephone privileges apply to each owner of the account and the 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 Fund will not be liable for losses or expenses arising out of
         telephone instructions where 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 Fund if the
         dealer performs any transaction erroneously or improperly.

The redemption price for shares will vary from day to day because the value of the securities in the Fund's
         portfolio fluctuates. The redemption price, which is the net asset value per share, will normally differ
         for each class of shares. The redemption value of your shares may be more or less than their original
         cost.

Payment for redeemed shares ordinarily is made in cash. It is forwarded by check or through AccountLink (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 forwarding a check or processing a payment via AccountLink for recently purchased
         shares, but only until the purchase payment has cleared. That delay may be as much as 10 days from the
         date the shares were purchased. That delay may be avoided if you purchase shares by Federal Funds wire
         or certified check, or arrange with your bank to provide telephone or written assurance to the Transfer
         Agent that your purchase payment has cleared.

Involuntary redemptions of small accounts may be made by the Fund if the account value has fallen below $200 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 for losses from the cancellation of share purchase
         orders.

Shares may be "redeemed in kind" under unusual circumstances (such as a lack of liquidity in the Fund's portfolio
         to meet redemptions). This means that the redemption proceeds will be paid with securities from the
         Fund's portfolio.

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


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

         If you want to  receive  multiple  copies of these  materials,  you may call the  Transfer  Agent at
         1.800.525.7048.   You  may  also  notify  the  Transfer  Agent  in  writing.  Individual  copies  of
         prospectuses  and 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 Fund intends to declare dividends separately for each class of shares from net investment income
annually and to pay dividends to shareholders in December on a date selected by the Board of Trustees. Dividends
and distributions paid on Class A and Class Y shares will generally be higher than dividends for Class B, Class C
and Class N shares, which normally have higher expenses than Class A and Class Y. The Fund has no fixed dividend
rate and cannot guarantee that it will pay any dividends or distributions.

CAPITAL GAINS. The Fund may realize capital gains on the sale of 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 Fund may make
supplemental distributions of dividends and capital gains following the end of its fiscal year. There can be no
assurance that the Fund will pay any capital gains distributions in a particular year.

WHAT ARE YOUR CHOICES FOR RECEIVING DISTRIBUTIONS? When you open your account, specify on your application how
you want to receive your dividends and distributions. You have four options:
Reinvest All Distributions in the Fund. You can elect to reinvest all dividends and capital gains distributions
         in additional shares of the Fund.
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 Fund while receiving other types of distributions
         by check or having them sent to your bank account through AccountLink.
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 through AccountLink.
Reinvest Your Distributions in Another OppenheimerFunds Account. You can reinvest all distributions in the same
         class of shares of another OppenheimerFunds account you have established.

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 Fund. Distributions are subject to federal income tax and may be subject to
state or local taxes. Dividends paid from short-term capital gains and net investment income 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 Fund 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 will be separately identified in the tax
information the Fund sends you after the end of the calendar year.

Avoid "Buying a Dividend."  If you buy shares on or just before the ex-dividend date or just before the Fund
         declares a capital gain distribution, you will pay the full price for the shares and then receive a
         portion of the price back as a taxable dividend or capital gain.
Remember, There May be Taxes on Transactions. Because the Fund's share price fluctuates, you may 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 Fund 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 adviser about the effect of an investment in the Fund on your particular tax
situation.


Financial Highlights

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



FINANCIAL HIGHLIGHTS


 Class A      Year Ended August 31,                      2001            2000            1999            1998           1997
 ===========================================================================================================================

 Per Share Operating Data
 Net asset value, beginning of period                  $62.12          $44.73          $32.53          $38.63         $30.81
 ---------------------------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income (loss)                             .10            (.02)           (.04)            .17            .18
 Net realized and unrealized gain (loss)               (15.86)          20.63           14.87           (1.55)         11.36
                                                       ---------------------------------------------------------------------
 Total income (loss) from
 investment operations                                 (15.76)          20.61           14.83           (1.38)         11.54
 ---------------------------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                      --              --            (.09)           (.15)          (.17)
 Distributions from net realized gain                   (5.25)          (3.22)          (2.54)          (4.57)         (3.55)
                                                       ---------------------------------------------------------------------
 Total dividends and/or distributions
 to shareholders                                        (5.25)          (3.22)          (2.63)          (4.72)         (3.72)
 ---------------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                        $41.11          $62.12          $44.73          $32.53         $38.63
                                                       =====================================================================

 ===========================================================================================================================
 Total Return, at Net Asset Value(1)                   (26.38)%         48.01%          47.36%          (4.06)%        40.52%

 ===========================================================================================================================
 Ratios/Supplemental Data

 Net assets, end of period (in thousands)          $3,055,197      $3,648,961      $2,071,317      $1,233,958     $1,179,362
 ---------------------------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)                 $3,255,995      $2,898,088      $1,788,774      $1,352,628     $  985,813
 ---------------------------------------------------------------------------------------------------------------------------
 Ratios to average net assets:(2)
 Net investment income (loss)                            0.28%              0%          (0.05)%          0.48%          0.53%
 Expenses                                                1.03%           1.06%           1.04%           1.00%(3)       1.01%(3)
 ---------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                                   46%             44%             59%             60%            66%

1. Assumes a $1,000 hypothetical initial investment on the business day before
the first day of the fiscal period, with all dividends and distributions
reinvested in additonal shares on the reinvestment date, and redemption at the
net asset value calculated on the last business day of the fiscal period. Sales
charges are not reflected in the total returns. Total returns are not annualized
for periods of less than one full year.
2. Annualized for periods of less than one full year.
3. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.




 | OPPENHEIMER CAPITAL APPRECIATION FUND

FINANCIAL HIGHLIGHTS  Continued


 Class B      Year Ended August 31,                        2001           2000            1999          1998           1997
 ==========================================================================================================================

 Per Share Operating Data
 Net asset value, beginning of period                    $59.80         $43.48          $31.85        $38.07         $30.56
 --------------------------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income (loss)                              (.07)          (.20)           (.21)         (.02)           .07
 Net realized and unrealized gain (loss)                 (15.39)         19.74           14.38         (1.62)         11.05
                                                         ------------------------------------------------------------------
 Total income (loss) from
 investment operations                                   (15.46)         19.54           14.17         (1.64)         11.12
 --------------------------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                        --             --              --          (.01)          (.06)
 Distributions from net realized gain                     (5.25)         (3.22)          (2.54)        (4.57)         (3.55)
                                                         ------------------------------------------------------------------
 Total dividends and/or distributions
 to shareholders                                          (5.25)         (3.22)          (2.54)        (4.58)         (3.61)
 --------------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                          $39.09         $59.80          $43.48        $31.85         $38.07
                                                         ==================================================================

 ==========================================================================================================================
 Total Return, at Net Asset Value(1)                     (26.95)%        46.88%          46.20%        (4.86)%        39.30%

 ==========================================================================================================================
 Ratios/Supplemental Data

 Net assets, end of period (in thousands)            $1,242,098     $1,333,387        $531,625      $193,638        $52,220
 --------------------------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)                   $1,265,753     $  922,480        $372,157      $132,908        $23,678
 --------------------------------------------------------------------------------------------------------------------------
 Ratios to average net assets:(2)
 Net investment loss                                      (0.48)%        (0.76)%         (0.86)%       (0.37)%        (0.33)%
 Expenses                                                  1.80%          1.83%           1.84%         1.81%(3)       1.86%(3)
 --------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                                     46%            44%             59%           60%            66%

1. Assumes a $1,000 hypothetical initial investment on the business day before
the first day of the fiscal period, with all dividends and distributions
reinvested in additonal shares on the reinvestment date, and redemption at the
net asset value calculated on the last business day of the fiscal period. Sales
charges are not reflected in the total returns. Total returns are not annualized
for periods of less than one full year.
2. Annualized for periods of less than one full year.
3. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.



 | OPPENHEIMER CAPITAL APPRECIATION FUND


 Class C      Year Ended August 31,                        2001          2000         1999           1998            1997
 ========================================================================================================================

 Per Share Operating Data
 Net asset value, beginning of period                    $59.19        $43.06       $31.57         $37.76          $30.27
 ------------------------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income (loss)                              (.01)         (.18)        (.23)          (.03)            .01
 Net realized and unrealized gain (loss)                 (15.29)        19.53        14.26          (1.59)          11.03
                                                         ----------------------------------------------------------------
 Total income (loss) from
 investment operations                                   (15.30)        19.35        14.03          (1.62)          11.04
 ------------------------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                        --            --           --             --              --
 Distributions from net realized gain                     (5.25)        (3.22)       (2.54)         (4.57)          (3.55)
                                                         ----------------------------------------------------------------
 Total dividends and/or distributions
 to shareholders                                          (5.25)        (3.22)       (2.54)         (4.57)          (3.55)
 ------------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                          $38.64        $59.19       $43.06         $31.57          $37.76
                                                         ================================================================

 ========================================================================================================================
 Total Return, at Net Asset Value(1)                     (26.95)%       46.89%       46.16%         (4.84)%         39.35%

 ========================================================================================================================
 Ratios/Supplemental Data

 Net assets, end of period (in thousands)              $426,476      $402,442     $165,231        $76,058         $36,148
 ------------------------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)                     $400,009      $278,800     $126,443        $61,503         $19,508
 ------------------------------------------------------------------------------------------------------------------------
 Ratios to average net assets:(2)
 Net investment loss                                      (0.48)%       (0.76)%      (0.86)%        (0.36)%         (0.32)%
 Expenses                                                  1.80%         1.83%        1.85%          1.82%(3)        1.85%(3)
 ------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                                     46%           44%          59%            60%             66%

1. Assumes a $1,000 hypothetical initial investment on the business day before
the first day of the fiscal period, with all dividends and distributions
reinvested in additonal shares on the reinvestment date, and redemption at the
net asset value calculated on the last business day of the fiscal period. Sales
charges are not reflected in the total returns. Total returns are not annualized
for periods of less than one full year.
2. Annualized for periods of less than one full year.
3. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.



 | OPPENHEIMER CAPITAL APPRECIATION FUND

FINANCIAL HIGHLIGHTS  Continued


                                                  Period Ended
 Class N                                    August 31, 2001(1)
==============================================================

 Per Share Operating Data

 Net asset value, beginning of period                   $45.58
--------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment loss                                      (.01)
 Net realized and unrealized gain (loss)                 (4.52)
                                                        ------
 Total income (loss) from investment operations          (4.53)
--------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                       --
 Distributions from net realized gain                       --
                                                        ------
 Total dividends and/or distributions to shareholders       --
--------------------------------------------------------------
 Net asset value, end of period                         $41.05
                                                        ======

==============================================================
Total Return, at Net Asset Value(2)                      (9.94)%

==============================================================
 Ratios/Supplemental Data

 Net assets, end of period (in thousands)               $6,791
--------------------------------------------------------------
 Average net assets (in thousands)                      $3,173
--------------------------------------------------------------
 Ratios to average net assets:(3)
 Net investment loss                                     (0.11)%
 Expenses                                                 1.36%
--------------------------------------------------------------
 Portfolio turnover rate                                    46%

1. For the period from March 1, 2001 (inception of offering) to August 31, 2001.
2. Assumes a $1,000 hypothetical initial investment on the business day before
the first day of the fiscal period (or inception of offering), with all
dividends and distributions 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. Sales charges are not reflected in the total returns.
Total returns are not annualized for periods of less than one full year.
3. Annualized for periods of less than one full year.



 | OPPENHEIMER CAPITAL APPRECIATION FUND


 Class Y     Year Ended August 31,                            2001              2000            1999         1998(1)
====================================================================================================================

 Per Share Operating Data
 Net asset value, beginning of period                       $62.51            $44.81          $32.56          $40.15
--------------------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income                                         .27               .13             .13             .30
 Net realized and unrealized gain (loss)                    (15.98)            20.79           14.85           (3.11)
                                                            --------------------------------------------------------
 Total income (loss) from investment operations             (15.71)            20.92           14.98           (2.81)
--------------------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                           --                --            (.19)           (.21)
 Distributions from net realized gain                        (5.25)            (3.22)          (2.54)          (4.57)
                                                            --------------------------------------------------------
 Total dividends and/or distributions
 to shareholders                                             (5.25)            (3.22)          (2.73)          (4.78)
--------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                             $41.55            $62.51          $44.81          $32.56
                                                            ========================================================

====================================================================================================================
 Total Return, at Net Asset Value(2)                        (26.12)%           48.64%          47.90%          (7.45)%

====================================================================================================================
 Ratios/Supplemental Data

 Net assets, end of period (in thousands)               $  974,820        $1,295,087        $420,455        $180,512
--------------------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)                      $1,095,575        $  855,270        $307,498        $139,050
--------------------------------------------------------------------------------------------------------------------
 Ratios to average net assets:(3)
 Net investment income                                        0.66%             0.45%           0.30%           0.75%
 Expenses                                                     0.66%             0.64%           0.68%           0.69%(4)
--------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                                        46%               44%             59%             60%

1. For the period from November 3, 1997 (inception of offering) to August 31,
1998.
2. Assumes a $1,000 hypothetical initial investment on the business day before
the first day of the fiscal period (or inception of offering), with all
dividends and distributions 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. Sales charges are not reflected in the total returns.
Total returns are not annualized for periods of less than one full year.
3. Annualized for periods of less than one full year.
4. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.







INFORMATION
AND SERVICES

For More
Information on Oppenheimer Capital Appreciation Fund

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

STATEMENT OF ADDITIONAL
INFORMATION This document includes additional information about the Fund’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 Fund’s investments and performance
is available in the Fund’s Annual and Semi-Annual Reports to shareholders.
The Annual Report includes a discussion of market conditions and investment
strategies that significantly affected the Fund’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 Fund’s privacy policy and other information about the
Fund or your account: 


------------------------------------------------------- --------------------------------------------------------------
By Telephone:                                           Call OppenheimerFunds Services toll-free:
                                                        1-800-525-7048
------------------------------------------------------- --------------------------------------------------------------
------------------------------------------------------- --------------------------------------------------------------
By Mail:                                                Write to:
                                                        OppenheimerFunds Services
                                                        P.O. Box 5270
                                                        Denver, Colorado 80217-5270
------------------------------------------------------- --------------------------------------------------------------
------------------------------------------------------- --------------------------------------------------------------
On the Internet:                                        You can send us a request by e-mail or read or
                                                        down-load documents on the OppenheimerFunds web site:
                                                        HTTP://WWW.OPPENHEIMERFUNDS.COM
                                                        -------------------------------
------------------------------------------------------- --------------------------------------------------------------


  
Information
about the Fund 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 Fund
are available on the EDGAR database on the SEC’s Internet website at
http://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 Fund or to make any
representations about the Fund other than what is contained in this Prospectus.
This Prospectus is not an offer to sell shares of the Fund, nor a solicitation
of an offer to buy shares of the Fund, to any person in any state or other
jurisdiction where it is unlawful to make such an offer. 


The Fund's SEC File No. 811-3105                              The Fund's shares are distributed by:
PR0320.001.1200                                               (logo) OppenheimerFunds(R)
Printed on recycled paper.                                    Distributor, Inc.
N1A/320/320PSP_Dec2001(B)